

                                               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 Patricia  Becker,  1800
Wincanton Drive, Las Vegas, NV 89134 ("Consultant").

     The parties agree as follows:

Section 1: Scope of Work. Consultant shall:
---------  -------------

     A)   Serve as the Chairman of the Compliance  Committee of the Company, and
          otherwise to provide  advice and  assistance to the Company on matters
          of  regulatory  compliance  and such other matters as requested by the
          President and CEO of the Company.

Section 2: Compensation.
---------  ------------

     A)   In consideration of Consultant's  performing services  hereunder,  the
          Company shall pay Consultant an annual fee of $75,000 payable in equal
          monthly  installments  within  twenty  (20) days after the end of each
          calendar month during the term hereof.


     B)   In addition,  Consultant  shall receive $1,000 per day for each day in
          which such services are performed  upon  submission by Consultant of a
          monthly invoice with a description of the services rendered during the
          preceding month.

     C)   The Company shall reimburse  Consultant's  actual expenses incurred in
          carrying out the  activities  described in Section 1 above,  including
          costs of travel,  telephone  and post  charges,  and  printing  costs.
          Consultant shall provide the Company with appropriate documentation to
          support  each  expense  payable  within 15 days  after the end of each
          month.  Such  reimbursement  of expenses  shall be in accordance  with
          existing  Company policy.  Section 3: Term. The term of this Agreement
          shall be one year  commencing  January 16, 1998,  and  terminating  on
          January 16,  1999.  Notwithstanding  the  foregoing,  either party may
          terminate this agreement for any reason during the term,  upon 90 days
          written notice of intent to terminate to the other party.

Section 4: During the term hereof,  Consultant  agrees to use her best  efforts,
---------
skill,  knowledge and experience in the  performance of the services  hereunder;
and  Consultant  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.  Consultant 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  Consultant
hereunder.







<PAGE>


Section 5:
---------

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

     B)   This agreement is not assignable by Consultant.

     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.  Consultant  hereby  acknowledges  that she has received and read the
---------
Company's Code of Conduct and agrees to abide by its provisions.

Section  7. It is  understood  that the  Consultant's  services  to be  provided
----------
hereunder  shall  be  separate  and  distinct  from   Consultant's   duties  and
responsibilities as a member of the Board of Directors of the Company.

Section 8.  Consultant  understands  that:  (i) the Company  and its  directors,
---------
officers,  employees and consultants are subject to investigation and regulation
by governmental  regulatory agencies;  (ii) Consultant's engagement hereunder is
subject to review and approval by the Company's Compliance Committee;  and (iii)
Consultant'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
---------
parties hereto.

CONSULTANT                                VIDEO LOTTERY TECHNOLOGIES, INC.


    /s/ Patricia Becker                   By:      /s/ Susan J. Carstensen
--------------------------------                 ------------------------------
      Patricia Becker
                                          Title:           CFO
                                                 ------------------------------



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