

                                               Consulting Agreement
                                               --------------------


     THIS AGREEMENT made this 18th day of September, 1997, between Video Lottery
Technologies,  Inc.,  and its  subsidiary  corporations,  2311  South  7th Ave.,
Bozeman,  MT 59715  (collectively the "Company"),  and IEP Advisors,  Inc., 1275
Pennsylvania Avenue NW, 10th Floor, Washington, DC 20004 ("IEP").

     The parties agree as follows:

Section  1:  Scope of Work.  IEP shall  assist  the  Company  in  expanding  its
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international activities by:

     A)   Identifying  potential new markets for the Company and its  affiliates
          to enter;

     B)   Providing  political  analysis  relevant  to market  entry in targeted
          countries,  including  identifying and  establishing  contact with key
          decision-makers in target countries;

     C)   Conducting surveys in new markets for potential local partners;

     D)   Assisting the Company and its  affiliates in preparing and  submitting
          proposals and bids in new markets; and

     E)   Evaluating  the  viability  of  obtaining   outside  equity  and  debt
          financing  from both private and public sources to support the Company
          and its affiliates in their international expansion plans.

Section 2: Compensation.
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     A)   In  consideration  of IEP's  performing  its services  hereunder,  the
          Company shall pay IEP a monthly fee of $15,000,  payable within twenty
          (20) days  after the  submission  by IEP of a monthly  invoice  with a
          description of the services rendered during the preceding month by IEP
          hereunder.

     B)   The  Company  shall  reimburse  IEP its actual  expenses  incurred  in
          carrying out the  activities  described in Section 1 above,  including
          costs of travel,  telephone and post charges,  and printing costs. IEP
          shall provide the Company with  appropriate  documentation  to support
          each expense.

Section  3:  Term.  Subject  to the annual  approval  of this  Agreement  by the
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Company's  Board of  Directors,  this  Agreement  will  otherwise  continue on a
month-to-month  basis,  and may be terminated  by either party,  for any reason,
upon 30 days written notice of intent to terminate to the other party.

Section 4: During the term hereof,  IEP agrees to use its best  efforts,  skill,
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knowledge and experience in the performance of its services  hereunder;  and IEP
will not directly or indirectly maintain any business or financial interests, or
engage in any business or financial activities, or perform similar type services
as  provided  hereunder  which  conflict  with the  interests  of the Company or
otherwise   interfere  with  IEP's  ability  to  fully  discharge  its  services
hereunder.  IEP also agrees not to  disclose,  either  during the term hereof or
thereafter,  any unpublished or confidential  proprietary information concerning
the business of the Company obtained by IEP hereunder.

<PAGE>

Section 5:
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     A)   It is  understood  that IEP will perform its services  hereunder as an
          independent contractor, and that it is not an employee, agent or legal
          representative of the Company for any purpose.

     B)   This agreement is not assignable by IEP.

     C)   Nothing  in this  Agreement  shall  prejudice  or alter the  rights of
          either  party  under any other  valid  existing  or future  agreements
          between these parties.

Section 6. IEP hereby  acknowledges  that it has received and read the Company's
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Code of Conduct and agrees to abide by its  provisions.  IEP further agrees that
its  employees  and agents  rendering  services on behalf of the Company will be
provided a copy of the Code of Conduct and that such persons will likewise abide
by its provisions.

Section 7. It is understood that the IEP services to be provided hereunder shall
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be separate and distinct from (i) any services otherwise being or to be provided
by Richard R. Burt,  (in his  capacity as an  individual  and not as Chairman of
IEP),  whose  relationship  with the  Company  as a  consultant  is covered by a
separate  agreement;  and (ii)  Mr.  Burt's  duties  and  responsibilities  as a
Director and Chairman of the Board of Directors of the Company.

Section 8. IEP  understands  that: (i) the Company and its directors,  officers,
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employees  and  consultants  are  subject to  investigation  and  regulation  by
governmental  regulatory agencies; (ii) IEP's engagement hereunder is subject to
review and  approval by the  Company's  Compliance  Committee;  ( in addition to
approval by the Board of  Directors)  and (iii) IEP's  engagement  hereunder  is
subject to the maintenance in good standing of its status with such agencies.

Section 9. This Agreement shall not be modified except in writing signed by both
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parties hereto.

IEP ADVISORS INC.                            VIDEO LOTTERY TECHNOLOGIES, INC.

By:     /s/Richard R. Burt                   By:    /s/ Susan J. Carstensen
     --------------------------                    ----------------------------
Title:      Chairman                         Title:       CFO
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