

Rev.1/1/98

                          POWERHOUSE TECHNOLOGIES, INC.
                        1991 EMPLOYEE STOCK PURCHASE PLAN
                   (Amended June 19, 1991, February 19, 1993,
                      December 18, 1996 and June 18, 1997)


                             ARTICLE I. INTRODUCTION

     Section 1.01 Purpose. The purpose of the Powerhouse Technologies, Inc. 1991
Employee Stock Purchase Plan (the "Plan") is to provide  employees of Powerhouse
Technologies,  Inc., a Delaware corporation (the "Company"), and certain related
corporations  with an  opportunity  to share in the  ownership of the Company by
providing them with a convenient  means for regular and systematic  purchases of
the Company's  Common Stock,  par value $.01 per share,  and, thus, to develop a
stronger incentive to work for the continued success of the Company.

     Section 1.02 Rules of  Interpretation.  It is intended  that the Plan be an
employee  stock  purchase  plan" as defined in  Section  423(b) of the  Internal
Revenue  Code of  1986,  as  amended  (the  "Code"),  and  Treasury  Regulations
promulgated  thereunder.   Accordingly,   the  Plan  shall  be  interpreted  and
administered in a manner consistent  therewith if so approved.  All Participants
in the Plan  will  have the  same  rights  and  privileges  consistent  with the
provisions of the Plan.

     Section 1.03  Definitions.  For purposes of the Plan,  the following  terms
will have the meanings set forth below:

          (a)  "Acceleration  Date" means the earlier of the date of stockholder
     approval  or  approval  by the  Company's  Board  of  Directors  of (i) any
     consolidation  or merger of the  Company  in which the  Company  is not the
     continuing or surviving  corporation or pursuant to which shares of Company
     Common Stock would be converted  into cash,  securities or other  property,
     other than a merger of the  Company in which  stockholders  of the  Company
     immediately  prior to the merger have the same  proportionate  ownership of
     stock in the surviving  corporation  immediately after the merger; (ii) any
     sale, exchange or other transfer (in one transaction or a series of related
     transactions) of all or substantially all of the assets of the Company;  or
     (iii) any plan of liquidation or dissolution of the Company.

          (b) "Affiliate"  means any subsidiary  corporation of the Company,  as
     defined in Section 424(f) of the Code, whether now or hereafter acquired or
     established.

          (c) "Committee" means the committee described in Section 10.01.

          (d)  "Company"  means  Powerhouse   Technologies,   Inc.,  a  Delaware
     corporation,  and its successors by merger or consolidation as contemplated
     by Article XI herein.

          (e)  "Current   Compensation"  means  all  regular  wage,  salary  and
     commission payments paid by the Company to a Participant in accordance with
     the terms of his or her employment, but excluding annual bonus payments and
     all other forms of special compensation.

          (f) "Fair  Market  Value" as of a given  date  means such value of the
     Common Stock as reasonably  determined by the  Committee,  but shall not be
     less  than (i) the  closing  price of the  Common  Stock  as  reported  for
     composite  transactions  if the Common  Stock is then  traded on a national
     securities  exchange,  (ii) the last sale price if the Common Stock is then
     quoted on the NASDAQ  National  Market System,  or (iii) the average of the
     closing representative bid and asked prices of the Common Stock as reported
     on  NASDAQ  on the  date  as of  which  the  fair  market  value  is  being
     determined.  If on the date of grant of any  option  hereunder  the  Common
     Stock is

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     not traded on an established  securities market, the Committee shall make a
     good faith  attempt to satisfy the  requirements  of this  Section 5 and in
     connection  therewith  shall  take  such  action as it deems  necessary  or
     advisable.  If on a given  date  the  Common  Stock  are not  traded  on an
     established  securities  market,  the  Committee  shall  make a good  faith
     attempt to satisfy the  requirements of this Section 1.03 and in connection
     therewith shall take such action as it deems necessary or advisable.

          (g) "Participant" means a Permanent Full-Time Employee who is eligible
     to  participate  in the Plan  under  Section  2.01 and who has  elected  to
     participate in the Plan.

          (h)  "Participating  Affiliate"  means  an  Affiliate  which  has been
     designated by the  Committee in advance of the Purchase  Period in question
     as  a  corporation  whose  eligible  Permanent   Full-Time   Employees  may
     participate in the Plan.

          (i) "Permanent Full-Time Employee" means an employee of the Company or
     a  Participating  Affiliate  as of  the  first  day of a  Purchase  Period,
     including an officer or director who is also an employee,  but excluding an
     employee whose customary employment is less than 20 hours per week.

          (j) "Plan" means the Powerhouse Technologies, Inc. 1991 Employee Stock
     Purchase Plan, as amended, the provisions of which are set forth herein.

          (k) "Purchase Period" means the approximate  12-month period beginning
     on the first business day in January and ending on the last business day in
     December of each year; provided,  however, that the initial Purchase Period
     will  commence on the date of the  commencement  of the  Company's  initial
     public  offering of Common  Stock and will  terminate on December 31, 1991,
     and that the then current  Purchase  Period will end upon the occurrence of
     an Acceleration Date.

          (l) "Common Stock" means the Company's  Common Stock,  $.01 par value,
     as such stock may be  adjusted  for  changes in the stock or the Company as
     contemplated by Article XI herein.

          (m) "Stock Purchase Account" means the account maintained on the books
     and  records  of the  Company  recording  the  amount  received  from  each
     Participant  through  payroll  deductions  made under the Plan and from the
     Company through matching contributions.

                    ARTICLE II. ELIGIBILITY AND PARTICIPATION

     Section 2.01 Eligible Employees. All Permanent Full-Time Employees shall be
eligible  to  participate  in the Plan  beginning  on the first day of the first
Purchase  Period to  commence  after such person  becomes a Permanent  Full-Time
Employee.  Subject to the  provisions  of Article  VI, each such  employee  will
continue to be eligible to  participate in the Plan so long as he or she remains
a Permanent Full-Time Employee.

     Section  2.02  Election to  Participate.  An eligible  Permanent  Full-Time
Employee may elect to  participate  in the Plan for a given  Purchase  Period by
filing with the Company,  in advance of that  Purchase  Period (or prior to such
later date as the Committee may determine) and in accordance with such terms and
conditions as the Committee in its sole  discretion may impose,  a form provided
by the Company for such purpose ( which  authorizes  regular payroll  deductions
from Current Compensation beginning with the first payday, or such other date as
determined by the Committee,  in that Purchase  Period and continuing  until the
employee  withdraws from the Plan or ceases to be eligible to participate in the
Plan)."

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     Section  2.03 Limits on Stock  Purchase.  No employee  shall be granted any
right to purchase  Common Stock  hereunder if such employee,  immediately  after
such a right to purchase is granted,  would own, directly or indirectly,  within
the meaning of Section  423(b)(3) and Section  424(d) of the Code,  Common Stock
possessing  5% or more of the total  combined  voting  power or value of all the
classes of the capital stock of the Company or of all Affiliates.

     Section 2.04 Voluntary Participation. Participation in the Plan on the part
of a  Participant  is  voluntary  and such  participation  is not a condition of
employment  nor does  participation  in the Plan  entitle  a  Participant  to be
retained as an employee.


                    ARTICLE III. PAYROLL DEDUCTIONS, COMPANY
                    CONTRIBUTIONS AND STOCK PURCHASE ACCOUNT

     Section 3.01  Deduction  from Pay. The form  described in Section 2.02 will
permit a Participant  to elect payroll  deductions of any multiple of 1% but not
less than 1% or more than 3% of such Participant's Current Compensation for each
pay  period,  subject to such other  limitations  as the  Committee  in its sole
discretion may impose. A Participant may cease making payroll  deductions at any
time,  subject to such  limitations as the Committee in its sole  discretion may
impose.

     Section 3.02 Company Contributions. The Company may, in the sole discretion
of the  Committee,  from time to time  contribute  to each  Participant's  Stock
Purchase Account an amount equal to up to 50% of each payroll deduction credited
to such  Account.  No  Company  contributions  shall be deemed to have been made
until such  contributions  are  credited  to the  Participant's  Stock  Purchase
Account as provided in Section 3.03.

     Section 3.03 Credit to Account.  Payroll deductions will be credited to the
Participant's  Stock Purchase Account on each payday, and Company  contributions
will be  credited  to the  Participant's  Stock  Purchase  Account  on the  last
business day of the Purchase  Period at the time of and in  connection  with the
purchase of shares of Common Stock in accordance with Articles IV and V hereof.

     Section 3.04  Interest.  No interest will be paid upon payroll  deductions,
Company  contributions  or on any  amount  credited  to,  or on  deposit  in,  a
Participant's Stock Purchase Account.

     Section 3.05 Nature of Account.  The Stock Purchase  Account is established
solely for accounting  purposes,  and all amounts credited to the Stock Purchase
Account  will  remain  part  of  the  general  assets  of  the  Company  or  the
Participating Affiliate (as the case may be).

     Section 3.06 No Additional  Contributions.  A Participant  may not make any
payment into the Stock Purchase  Account other than the payroll  deductions made
pursuant to the Plan.

                      ARTICLE IV. RIGHT TO PURCHASE SHARES

     Section  4.01  Number of Shares.  Each  Participant  will have the right to
purchase on the last business day of the Purchase  Period all, but not less than
all, of the largest number of whole shares of Common Stock that can be purchased
at the price  specified  in Section 4.02 with the entire  credit  balance in the
Participant's  Stock  Purchase  Account,  subject  to  the  limitation  that  in
accordance  with  Section  423(b)(8)  of the Code,  no more than $25,000 in Fair
Market Value  (determined  at the beginning of each  Purchase  Period) of Common
Stock and other  stock may be  purchased  under the Plan and all other  employee
stock  purchase  plans (if any) of the  Company  and the  Affiliates  by any one
Participant for any calendar year.

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     Section 4.02 Purchase  Price.  The purchase  price for any Purchase  Period
shall be the lesser of (a) 85% of the Fair Market  Value of the Common  Stock on
the first  business  day of that  Purchase  Period or (b) 85% of the Fair Market
Value of the Common Stock on the last business day of that Purchase  Period,  in
each case rounded up to the next higher full cent.

                          ARTICLE V. EXERCISE OF RIGHT

     Section  5.01  Purchase of Stock.  On the last  business  day of a Purchase
Period, the entire credit balance in each  Participant's  Stock Purchase Account
will be used to purchase  the  largest  number of whole  shares of Common  Stock
purchasable  with such amount  (subject  to the  limitations  of Section  4.01),
unless the Participant  has filed with the Company,  in advance of that date and
subject to such terms and conditions as the Committee in its sole discretion may
impose,  a form provided by the Company which requests the  distribution  of the
entire credit balance in cash.

     Section 5.02 Cash  Distributions.  Any amount  remaining in a Participant's
Stock Purchase  Account after the last business day of a Purchase Period will be
paid to the  Participant  in cash within 30 days after the end of that  Purchase
Period.

     Section 5.03 Notice of  Acceleration  Date.  The Company shall use its best
efforts  to notify  each  Participant  in writing at least ten days prior to any
Acceleration  Date  that  the  then  current  Purchase  Period  will end on such
Acceleration Date.

                 ARTICLE VI. WITHDRAWAL FROM PLAN; SALE OF STOCK

     Section 6.01 Voluntary  Withdrawal.  A Participant  may, in accordance with
such terms and  conditions as the Committee in its sole  discretion  may impose,
withdraw  from the Plan and cease making  payroll  deductions by filing with the
Company a form  provided  for this  purpose.  In such event,  the entire  credit
balance  in the  Participant's  Stock  Purchase  Account  will  be  paid  to the
Participant  in cash  within  30  days,  provided  that in no  event  shall  any
Participant be entitled to withdraw from such Account any Company  contributions
credited to such Account at the end of the Purchase  Period  pursuant to Section
3.03. A Participant  who withdraws from the Plan will not be eligible to reenter
the Plan until the beginning of the next Purchase  Period  following the date of
such withdrawal.

     Section 6.02 Death.  Subject to such terms and  conditions as the Committee
in its sole discretion may impose,  upon the death of a Participant,  no further
amounts  shall  be  credited  to  the  Participant's   Stock  Purchase  Account.
Thereafter,  on the last  business day of the Purchase  Period during which such
Participant's  death  occurred and in accordance  with Section 5.01,  the entire
credit  balance in such  Participant's  Stock  Purchase  Account will be used to
purchase  Common  Stock,  unless  such  Participant's  estate has filed with the
Company,  in advance of that day and subject to such terms and conditions as the
Committee  in its sole  discretion  may impose,  a form  provided by the Company
which  elects to have the  entire  credit  balance in such  Participant's  Stock
Account distributed in cash within 30 days after the end of that Purchase Period
or at such earlier  time as the  Committee  in its sole  discretion  may decide,
provided that in no event shall any Participant's  estate be entitled to receive
from such Account any Company contributions  credited to such Account at the end
of the Purchase Period pursuant to Section 3.03. Each Participant,  however, may
designate one or more  beneficiaries  who, upon death, are to receive the Common
Stock or the amount that  otherwise  would have been  distributed or paid to the
Participant's  estate and may change or revoke any such designation from time to
time. No such designation, change or revocation will be effective unless made by
the  Participant in writing and filed with the Company during the  Participant's
lifetime.  Unless  the  Participant  has  otherwise  specified  the  beneficiary
designation, the beneficiary or beneficiaries so designated will become fixed as
of the date of

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the death of the Participant so that, if a beneficiary  survives the Participant
but dies before the receipt of the  payment  due such  beneficiary,  the payment
will be made to such beneficiary's estate.

     Section  6.03  Termination  of  Employment.   Subject  to  such  terms  and
conditions  as  the  Committee  in  its  sole  discretion  may  impose,  upon  a
Participant's  normal or early  retirement with the consent of the Company under
any pension or retirement  plan of the Company or  Participating  Affiliate,  no
further amounts shall be credited to the  Participant's  Stock Purchase Account.
Thereafter,  on the last  business day of the Purchase  Period during which such
Participant's  approved retirement occurred and in accordance with Section 5.01,
the entire credit balance in such  Participant's  Stock Purchase Account will be
used to  purchase  Common  Stock,  unless  such  Participant  has filed with the
Company,  in advance of that day and subject to such terms and conditions as the
Committee  in its sole  discretion  may impose,  a form  provided by the Company
which elects to receive the entire credit  balance in such  Participant's  Stock
Purchase  Account in cash within 30 days after the end of that Purchase  Period,
provided that (i) in no event shall any  Participant be entitled to receive from
such  Account any Company  contributions  credited to such Account at the end of
the Purchase  Period pursuant to Section 3.03, and (ii) such  Participant  shall
have no right to purchase  Common Stock in the event that the last day of such a
Purchase Period occurs more than three months  following the termination of such
Participant's  employment  with  the  Company  by  reason  of such  an  approved
retirement.  In the event of any other  termination  of  employment  (other than
death) with the Company or a Participating Affiliate,  participation in the Plan
will  cease on the date  the  Participant  ceases  to be a  Permanent  Full-Time
Employee  for any  reason.  In such  event,  the entire  credit  balance in such
Participant's  Stock  Purchase  Account will be paid to the  Participant in cash
within 30 days,  provided that in no event shall any  Participant be entitled to
receive from such Account any Company contributions  credited to such Account at
the end of the Purchase  Period  pursuant to Section 3.03.  For purposes of this
Section 6.03, a transfer of employment to any  Affiliate,  or a leave of absence
which has been approved by the  Committee,  will not be deemed a termination  of
employment as a Permanent Full-Time Employee.

                         ARTICLE VII. NONTRANSFERABILITY

     Section  7.01  Nontransferable  Right to  Purchase.  The right to  purchase
Common Stock hereunder may not be assigned, transferred, pledged or hypothecated
(whether by operation of law or otherwise),  except as provided in Section 6.02,
and will not be  subject  to  execution,  attachment  or  similar  process.  Any
attempted assignment,  transfer,  pledge,  hypothecation or other disposition or
levy of  attachment  or similar  process upon the right to purchase will be null
and void and without effect.

     Section 7.02 Nontransferable  Account.  Except as provided in Section 6.02,
the  amounts  credited  to  a  Stock  Purchase  Account  may  not  be  assigned,
transferred,  pledged or hypothecated in any way, and any attempted  assignment,
transfer,  pledge,  hypothecation  or other  disposition of such amounts will be
null and void and without effect.

                        ARTICLE VIII. STOCK CERTIFICATES

     Section 8.01 Delivery.  Promptly after the last day of each Purchase Period
and subject to such terms and conditions as the Committee in its sole discretion
may impose,  the Company will cause to be delivered to or for the benefit of the
Participant a certificate  representing  the Common Stock  purchased on the last
business day of such Purchase Period.

     Section 8.02 Securities Laws. The Company shall not be required to issue or
deliver any certificate  representing  Common Stock prior to registration  under
the Securities Act of 1933, as amended,  or registration or qualification  under
any state law if such  registration is required.  The Company shall use its best
efforts to  accomplish  such  registration  (if and to the extent  required) not
later than a reasonable

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time following the Purchase Period, and delivery of certificates may be deferred
until such registration is accomplished.

     Section 8.03 Completion of Purchase.  A Participant  shall have no interest
in the Common  Stock  purchased  until a  certificate  representing  the same is
issued to or for the benefit of the Participant.

     Section 8.04 Form of Ownership. The certificates  representing Common Stock
issued  under  the Plan will be  registered  in the name of the  Participant  or
jointly in the name of the Participant  and another  person,  as the Participant
may direct on a form provided by the Company.

          ARTICLE IX. EFFECTIVE DATE, AMENDMENT AND TERMINATION OF PLAN

     Section  9.01  Effective  Date.  The  Plan  was  approved  by the  Board of
Directors  on May 28,  1991 and shall be  approved  by the  stockholders  of the
Company within twelve (12) months thereof.

     Section 9.02 Plan Commencement.  The initial Purchase Period under the Plan
will commence on the date of the  commencement  of the Company's  initial public
offering of Common  Stock.  Thereafter,  each  succeeding  Purchase  Period will
commence and terminate in accordance with Section 1.03(k).

     Section  9.03  Powers  of  Board.  The  Board  of  Directors  may  amend or
discontinue the Plan at any time. No amendment or  discontinuation  of the Plan,
however,  shall  without  stockholder  approval  be made that:  (i) absent  such
stockholder  approval,  would cause Rule 16b-3 under the Securities Exchange Act
of 1934, as amended (the "Act") to become  unavailable with respect to the Plan,
(ii)  requires  stockholder  approval  under  any  rules or  regulations  of the
National Association of Securities Dealers, Inc. or any securities exchange that
are  applicable  to the  Company,  or (iii)  permit the issuance of Common Stock
before payment therefor in full

                            ARTICLE X. ADMINISTRATION

     Section 10.01 The Committee. The Plan shall be administered by a committee,
the members of which shall serve at the pleasure of the Board of Directors  (the
"Committee");  provided,  however, that in the absence of such a committee,  the
Board of Directors  shall  administer the Plan and shall assume the authority of
the Committee under the Plan.

     Section 10.02 Powers of Committee.  Subject to the  provisions of the Plan,
the  Committee  shall have full  authority  to  administer  the Plan,  including
authority to interpret  and  construe  any  provision of the Plan,  to establish
deadlines by which the various administrative forms must be received in order to
be effective,  and to adopt such other rules and regulations  for  administering
the Plan as it may deem appropriate.  The Committee shall have full and complete
authority  to  determine  whether all or any part of the Common  Stock  acquired
pursuant  to the Plan shall be subject to  restrictions  on the  transferability
thereof or any other restrictions affecting in any manner a Participant's rights
with respect thereto but any such restrictions shall be contained in the form by
which a Participant  elects to participate in the Plan pursuant to Section 2.02.
Decisions of the Committee  will be final and binding on all parties who have an
interest in the Plan.

     Section  10.03  Stock to be Sold.  The  Common  Stock to be issued and sold
under the Plan may be treasury shares or authorized but unissued shares,  or the
Company may purchase Common Stock in the market for sale under the Plan.  Except
as provided in Section 11.01,  the aggregate number of shares of Common Stock to
be sold under the Plan will not exceed the sum of (a) the shares  purchased  for
Purchase  Periods 1991, 1992,  1993,  1994, and 1995 totaling  180,208,  (b) the
largest  number of whole  shares  of  Common  Stock  that can be  purchased  for
Purchase  Period  1996 at

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the price  specified  in  Section  4.02 with the  entire  credit  balance in all
Participant's  Stock  Purchase  Accounts  as of the  last  business  day of said
Purchase  Period  1996  (117,075),  and (c) up to 402,717  additional  shares of
Common  Stock  reserved  for  issuance  upon  future   purchases  of  shares  by
Participants."

     Section  10.04  Notices.  Notices to the  Committee  should be addressed as
follows:

                          Powerhouse Technologies, Inc.
                          2311 South 7th Avenue
                          Bozeman, Montana 59715

             ARTICLE XI. ADJUSTMENT FOR CHANGES IN STOCK OR COMPANY

     Section 11.01 Stock Dividend or Reclassification. If the outstanding shares
of Common  Stock are  increased,  decreased,  changed  into or  exchanged  for a
different number or kind of securities of the Company,  or shares of a different
par  value or  without  par  value,  through  reorganization,  recapitalization,
reclassification,  stock  dividend,  stock  split,  amendment  to the  Company's
Certificate of Incorporation,  reverse stock split or otherwise,  an appropriate
adjustment  shall be made in the maximum  numbers and kind of  securities  to be
purchased under the Plan with a  corresponding  adjustment in the purchase price
to be paid therefor.

     Section  11.02  Merger or  Consolidation.  If the Company is merged into or
consolidated  with  one or  more  corporations  during  the  term  of the  Plan,
appropriate  adjustments  will be made to give  effect  thereto on an  equitable
basis in terms of issuance of shares of the corporation  surviving the merger or
of the consolidated corporation, as the case may be.

                           ARTICLE XII. APPLICABLE LAW

     Rights to purchase  Common Stock  granted under the Plan shall be construed
and shall take effect in accordance with the laws of the State of Delaware.






















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