


                        VIDEO LOTTERY TECHNOLOGIES, INC.
                             1993 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS



     1.   PURPOSE.

          (a) The purpose of the Video Lottery  Technologies,  Inc. Non-Employee
Stock  Option  Plan (the  "Plan")  is to  provide  a means by which  nonemployee
directors of Video Lottery Technologies,  Inc. (the "Company") may be granted an
option to purchase shares of common stock of the Company ("Shares").

          (b) The Company has determined  that the grant of options  pursuant to
this Plan is an  inducement  essential  to securing the services of persons best
qualified to serve as  non-employee  directors of the Company.  The Company also
believes  the Plan will assist the  Company in  retaining  the  services of such
persons and will provide  incentives  for such persons to exert maximum  efforts
for the success of the Company.

          (c) This Plan is  intended  to be an  ongoing  formula  award plan (as
described in Rule 16b-3(c)(2)(ii) under the Securities Exchange Act of 1934 (the
"Exchange  Act")) such that the awards  granted  hereunder  shall not affect the
recipients' disinterested status for purposes of administering any stock-related
plans of the Company established pursuant to Rule 16b-3 under the Exchange Act.




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          (d) The Company  intends that the options  issued under the Plan shall
be options  which do not qualify as  incentive  stock  options  for  purposes of
Section 422 of the Internal Revenue Code of 1986 (the "Code").

     2.   ADMINISTRATION.

          (a) The Plan shall be administered by the Board.  The Board shall have
no authority,  discretion or power to select the  individuals who are or will be
eligible to receive  options  under this Plan (other  than as a  consequence  of
exercising  its power to nominate  individuals  for election to the Board and/or
appoint  individuals to fill  vacancies on the Board).  The Board shall not have
any discretion to determine the amount,  price or timing of any options  granted
or to be  granted  hereunder,  except  in the  sense of  administering  the Plan
pursuant  to its  express  terms  and  except in  accordance  with the terms and
provisions of the Plan.

          (b) Subject to the foregoing, the Board shall have the power:

          (1) To  construe  and  interpret  the  Plan  and  any  option  granted
     hereunder  and to  establish,  amend and revoke rules and  regulations  for
     administration  of the Plan. The Board, in the exercise of this power,  may
     correct any defect,  omission or inconsistency in the Plan or in any option
     agreement  evincing an award under the Plan,  in a manner and to the extent
     it shall deem necessary or expedient to make the Plan fully effective;  and

          (2) To  amend,  modify,  suspend  or  terminate  the  Plan;  provided,
     however, that:

               (i) No such  amendment,  modification,  suspension or termination
          shall  impair or  adversely  alter any  options or rights  theretofore
          granted under the Plan,  except with the consent of the optionee,  nor
          shall any

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          amendment,   modification,   suspension  or  termination  deprive  any
          optionee of any Shares which he or she may have acquired through or as
          a result of the Plan; and

               (ii) The provisions of the Plan which establish the amount, price
          and timing of option  grants  under the Plan shall not be amended more
          often than once every six months,  other than to comport  with changes
          in the Code, the Employee  Retirement  Income  Security Act of 1974 or
          the rules promulgated thereunder.

     3.   OPTION GRANTS.

     Each director who is not an employee of the Company or any  subsidiary  and
who is (or was) first elected or appointed to serve as a director of the Company
after  January 1, 1993 shall  receive a one-time  grant of an option to purchase
20,000 Shares (subject to adjustment as provided in Section 13 of the 1992 Stock
Incentive Plan) effective as of the date which is the later of the date on which
he or she is  initially  elected  or  appointed  to serve as a  director  of the
Company (a "Director  Option") and the effective  date of the Plan. The exercise
price,  vesting,  duration and all other terms and conditions applicable to each
Director  Option shall be determined in  accordance  with the  provisions of the
1992 Stock  Incentive  Plan and shall be identical  to the terms and  conditions
applicable to Director  Options granted  pursuant to Section 6 of the 1992 Stock
Incentive  Plan.

     4.   EFFECTIVE DATE.

     The effective date of the Plan is February 23, 1993.

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