

                              EMPLOYMENT AGREEMENT

          THIS AGREEMENT  entered into as of the 1st day of January,  1998 (date
hereof) by and between  Powerhouse  Technologies,  Inc.,  (the  "Company"),  and
Richard M. Haddrill, an individual (the "Executive")  (hereinafter  collectively
referred to as "the parties").

          WHEREAS,  the  Company  and  the  Executive  desire  to  establish  an
employment  relationship  on the terms set forth herein,  which shall (except to
the extent expressly  provided herein)  supersede and replace those set forth in
that certain  Employment  Agreement  dated as of December 2, 1996 by and between
the Company and the Executive (the "Prior Employment Agreement"),

          NOW, THEREFORE,  in consideration of the respective  agreements of the
parties contained herein, it is agreed as follows:

          1.  Employment  Term.  Subject  to the  terms and  provisions  of this
Agreement,  the Company  hereby  agrees to employ the  Executive  and  Executive
hereby  agrees to be employed by the  Company for the period  commencing  on the
date  hereof  and  ending  on  January  1,  2002,  unless  terminated  sooner as
hereinafter  provided  (the  "Employment  Term");  provided,  however,  that the
Employment Term shall be extended  automatically by one (1) year on the 31st day
of each December  during the Employment  Term,  unless notice to the contrary is
provided by either party hereto not later than the 1st day of such December.

          2. Duties.  During the  Employment  Term the Executive  shall serve as
President  and Chief  Executive  Officer of the  Company.  The  Executive  shall
perform such services and duties as are incident to such position and such other
duties as determined  from time to time by the Board of Directors of the Company
(the "Board")  which are  consistent  with such  positions.  All officers of the
Company and its  subsidiaries  shall report to the Executive,  and the Executive
shall have the authority,  consistent with  guidelines  adopted by the Board, to
hire,  terminate  and  determine  the  compensation  of such  officers and other
employees of the Company and such  subsidiaries.  The  Executive's  duties shall
include,  without additional  compensation,  the performance of similar services
for any  Affiliates  (as  defined  below) of the  Company  as may be  reasonably
requested by the Board from time to time.  The  Executive  shall devote his full
business time, attention and skills to the performance of such duties,  services
and responsibilities,  and will use his best efforts to promote the interests of
the Company.  The Executive will not,  without the prior written approval of the
Board,  engage in any other  business  activity  which would  interfere with the
performance of his duties,  services and responsibilities  hereunder or which is
in  violation  of  policies  established  from time to time by the  Company  and
provided to the  Executive;  provided,  however,  that  Executive may manage his
personal  finances and  investments.  The Executive may participate in civic and
charitable activities and serve on Boards of Directors to the extent they do not
affect  the  Executive's  ability  to  perform  his  duties as an officer of the
Company  provided  they are  approved  by the  Chairman of the Board in advance,
which approval will not be unreasonably  withheld. An "Affiliate" of the Company
shall mean any entity,  whether a corporation,  firm, partnership or other legal
entity or business unit or division that directly or indirectly is controlled by
the Company,  including,  but not limited to, Automated Wagering  International,
Inc., Video Lottery Consultants Inc. and United Wagering Systems  International,
Inc., or their successors.  The Executive's  principal place of employment shall
be located, at the discretion of the Executive, in the greater Bozeman,



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Montana,  the  greater  Atlanta,  Georgia  or  the  greater  Las  Vegas,  Nevada
metropolitan  area and the Company  shall not require the  Executive to relocate
from such area without the Executive's prior written consent.

          3.  Compensation.  In order to induce the  Executive  to  continue  as
President of the Company and to assume the  responsibilities  of Chief Executive
Officer of the Company, and in consideration of the performance by the Executive
of the  Executive's  obligations  during  the  Employment  Term  (including  any
services as an  officer,  director,  employee,  member of any  committee  of the
Company, or otherwise), the Company will:

               (a)  during the  Employment  Term pay the Executive a salary (the
                    "Base  Salary") at an annual rate of not less than  $380,000
                    for each of the  twelve-month  periods  ending  December 31,
                    1998,  December 31, 1999, December 31, 2000 and December 31,
                    2001,   payable  in  accordance   with  the  normal  payroll
                    practices of the Company  then in effect for other  officers
                    of the Company.  The Board shall have the authority,  in its
                    sole discretion,  to increase,  but not decrease,  such Base
                    Salary and will review it in conjunction  with a significant
                    change in the scale and scope of the Executive's duties;

               (b)  during the Employment Term pay the Executive  annual bonuses
                    of  amounts  up to  two  (2)  times  Base  Salary  for  each
                    respective   twelve-month   period  if  financial  or  other
                    performance   criteria   related  to  the  Company  and  its
                    businesses are attained,  which criteria shall be subject to
                    reasonable   agreement  by  the  Executive   that  they  are
                    appropriate in connection  with  performance-based  criteria
                    for the Executive and other senior management of the Company
                    and  shall  be  proposed  by the  Executive  no  later  than
                    December  31 of each such year and  approved  or modified by
                    the Board no later than the following February 15;

               (c)  award the Executive as of February 26, 1998 restricted stock
                    (the  "Restricted  Stock  Award") of  100,000  shares of the
                    Company's  common stock,  of which 25,000 shares shall fully
                    vest on January 1, 1999,  25,000  shares shall fully vest on
                    January 1, 2000,  25,000  shares shall fully vest on January
                    1, 2001 and  25,000  shares  shall  fully vest on January 1,
                    2002 (unless the Executive's employment hereunder shall have
                    been  terminated  for any reason prior to such  vesting,  in
                    which  case all  unvested  shares of such  restricted  stock
                    shall  be  forfeited;   provided,  however,  that  upon  the
                    occurrence  of a  "change  in  control"  as  defined  in the
                    Company's 1994 Stock Incentive Plan (the "Plan") (which Plan
                    shall not be amended inconsistent with this Agreement),  all
                    restrictions   on  such   restricted   stock   shall   lapse
                    immediately and no such stock shall be forfeited  regardless
                    of  whether  the  Executive   remains  an  employee  of  the
                    Company);  and provided,  further,  that the Company and the
                    Executive  acknowledge  and agree that,  (i) pursuant to the
                    Prior  Employment  Agreement,  the  Company  awarded  to the
                    Executive restricted stock of 30,000 shares of the Company's
                    common  stock,  of  which  10,000  shares  fully  vested  on

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<PAGE>

                    September  9,  1997,  10,000  shares  shall  fully  vest  on
                    September  9, 1998 and  10,000  shares  shall  fully vest on
                    September  9,  1999,  and  (ii)  pursuant  to  that  certain
                    Employment  Agreement  dated as of  November  1, 1994 by and
                    between the Company and the Executive (the "1994  Employment
                    Agreement"), the Company awarded to the Executive restricted
                    stock of 70,000  shares of the Company's  common  stock,  of
                    which 17,500 shares fully vested on November 1, 1995, 17,500
                    shares fully vested on November 1, 1996,  17,500 shares full
                    vested on November 1, 1997, and an additional  17,500 shares
                    shall fully vest on November 1, 1998 (unless the Executive's
                    employment  shall have been  terminated for any reason prior
                    to such vesting,  in which case all unvested  shares of such
                    restricted  stock shall be forfeited,  except that, upon the
                    occurrence  of a "change in control" as defined in the Plan,
                    all  restrictions  on  such  restricted  stock  shall  lapse
                    immediately and no such stock shall be forfeited  regardless
                    of  whether  the  Executive   remains  an  employee  of  the
                    Company);

               (d)  subject  to  the  provisions  of  Section  4  hereof,  as of
                    February 13, 1998,  grant the Executive  options to purchase
                    an aggregate of 50,000 shares of the Company's  common stock
                    (the  "Option  Grant") all of which shall be fully vested as
                    of the date of grant.  (Each option shall have a term of ten
                    years from the date of grant and shall be granted  under and
                    subject  to the  terms of the Plan  and  shall be  incentive
                    stock  options  within the  meaning  of  Section  422 of the
                    Internal  Revenue  Code.)   Notwithstanding   the  foregoing
                    provisions  of  this  Section  3(d)  and the  provisions  of
                    Section 22 hereof, the Company and the Executive acknowledge
                    and agree  that (i) the  Company  granted  to the  Executive
                    pursuant to the 1994 Employment Agreement options (the "1994
                    Options") to purchase an aggregate of 140,000  shares of the
                    Company's common stock, which 1994 Options shall continue to
                    be  governed  by  the  terms  and  conditions  of  the  1994
                    Employment  Agreement  and (ii) the  Company  granted to the
                    Executive pursuant to the Prior Employment Agreement options
                    (the "1996  Options")  to purchase an  aggregate  of 140,000
                    shares of the  Company's  common  stock,  which 1996 Options
                    shall continue to be governed by the terms and conditions of
                    the Prior Employment Agreement; provided, however, that upon
                    the  occurrence  of a "change in  control" as defined in the
                    Plan, all stock options shall become  immediately  and fully
                    exercisable   and  any   termination   of  the   Executive's
                    employment  shall  not  affect  his right to  exercise  such
                    options  for a  period  of  at  least  90  days  after  such
                    termination,  it being  understood that, in the event of the
                    liquidation  or  dissolution  of the  Company or a merger or
                    consolidation of the Company (a "Transaction"),  the options
                    shall continue in effect in accordance  with their terms and
                    the  Executive  shall be  entitled  to receive in respect of
                    each share subject to any  outstanding  stock option granted
                    to him pursuant to this Agreement, upon exercise of any such
                    option, the same number and kind of stock, securities, cash,
                    property, or other consideration that each holder of a share
                    of the Company's common stock was entitled to receive in the
                    Transaction  in respect of a share;  and provided,  further,
                    that in no

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<PAGE>

                    event shall the  exercise  prices of the 1994 Options or the
                    1996 Options be reduced or modified; and

               (e)  consider  (i)  additional  awards of  restricted  stock,  or
                    equivalent consideration,  to the Executive two (2) to three
                    (3) years from the date hereof, and (ii) annually additional
                    grants to the Executive of options to purchase shares of the
                    Company's common stock.

          4.  Stockholder  Approval.  The Restricted  Stock Award and the Option
Grant  shall be subject to, and  conditioned  upon,  approval  by the  Company's
stockholders,  at the next Annual  Meeting of the  Company's  Stockholders  (the
"Meeting"),  of an amendment to the Plan increasing the maximum number of shares
that any  Eligible  Employee  may  receive  pursuant  to the Plan in  respect of
Options and Awards (as such capitalized  terms are defined in the Plan).  Should
the Company's  stockholders  fail to approve such amendment at the Meeting,  the
parties  hereto  shall,  within  thirty  (30) days of the  Meeting,  agree  upon
comparable  consideration  (such as phantom stock, stock appreciation  rights or
loans to the Executive to purchase  stock) to be substituted  for the Restricted
Stock Award and the Option Grant.

          5.  Benefits.  During the  Employment  Term,  the  Executive  shall be
entitled to  participate  in any  employee  benefit  plans  (including,  but not
limited to, any life insurance,  disability,  medical, dental,  hospitalization,
savings,  retirement  and other benefit plans of the Company) then in effect for
executive  officers and receive any other fringe  benefits that the Company then
provides to executive  officers of the Company to the extent the Executive meets
the eligibility  requirements for any such plan or benefit. The Company will pay
annual  premiums  of $11,400 for the  Executive's  split-dollar  life  insurance
policy now in effect and subject to  assignment  to the Company of benefits from
the  policy   equal  to  the  premium  paid  by  the  Company  of  such  policy.
(Notwithstanding the foregoing,  the Company shall have no obligation other than
that set forth in Section 3 to provide the Executive stock-based compensation or
to pay the  Executive  any  bonuses  or  other  incentive  or  performance-based
compensation).  In  addition,  during the  Employment  Term,  the Company  shall
provide the Executive with such other  perquisites  reasonably  requested by the
Executive and customarily provided to senior officers of companies comparable in
size to the Company, including, without limitation, (i) an automobile in each of
two (2) locations, to be determined by the Executive, (ii) reimbursement for the
expenses of first-class or  business-class  air travel on all flights  exceeding
ninety  (90)  minutes  taken  by  the  Executive  on  Company  business,   (iii)
reimbursement  of up to $8,000  annually  for  financial,  tax,  accounting  and
regulatory  compliance  professional  fees  incurred  by  the  Executive,   (iv)
reimbursement  of the  Executive's  dues for memberships at the two (2) clubs at
which he currently holds  membership,  (v)  reimbursement  of the expense of the
Executive's annual physical examination and (vi) reimbursement of the expense of
the Executive's business and professional organization memberships.

          6. Reimbursements for Business Expenses.  Subject to compliance by the
Executive with such policies regarding expenses and expense reimbursement as may
be adopted from time to time by the Company,  during the  Employment  Term,  the
Executive is authorized to incur  reasonable  expenses in the performance of his
duties  hereunder  in the  furtherance  of the  business  of the Company and the
Company  shall  reimburse the Executive  for all such  reasonable

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<PAGE>

expenses.  In  addition,  the  Executive  may  request  reimbursement  of actual
expenses  in excess of the  foregoing  and the  Company  shall not  unreasonably
refuse any such request.

          7.  Vacations.  During  the  Employment  Term the  Executive  shall be
entitled to paid  vacations  in  accordance  with the policies of the Company in
effect from time to time;  provided that the  Executive  shall be entitled to at
least  four  weeks  paid  vacation  during  each  year of the  Employment  Term.

          8. Termination. The Executive's employment hereunder may be terminated
under the following circumstances:

             (a) Death. The Executive's employment hereunder shall be terminated
automatically upon the Executive's death.

             (b)   Disability.   The  Company  may  terminate  the   Executive's
employment after having established the Executive's Disability.  For purposes of
this Agreement,  "Disability" means a physical or mental infirmity which impairs
the Executive's ability to substantially perform his duties under this Agreement
for one hundred  and eighty  (180)  consecutive  days or for two hundred and ten
(210) days  during any twelve  (12) month  period or for two hundred and seventy
(270) days during any twenty-four (24) month period.

             (c) Cause. The Company may terminate the Executive's employment for
"Cause." A termination for Cause is a termination evidenced by a finding adopted
in good faith by the Board that the  Executive  (i)  willfully  and  continually
failed to  substantially  perform  his duties  with the  Company  (other  than a
failure  resulting  from the  Executive's  incapacity  due to physical or mental
illness)  and such  failure  continues  after  written  notice to the  Executive
providing a reasonable  description of the basis for the determination  that the
Executive has failed to perform his duties, (ii) indicted for a criminal offense
other than misdemeanors not disclosable under the federal securities laws, (iii)
has  breached  this  Agreement  in any  material  respect and such breach is not
susceptible to remedy or cure or has not already materially damaged the Company,
or is  susceptible  to remedy or cure and no such  damage has  occurred,  is not
cured or remedied  reasonably  promptly  after  written  notice to the Executive
providing a reasonable description of the breach, (iv) engaged in conduct to the
material  detriment of the Company that is  dishonest,  fraudulent,  unlawful or
grossly  negligent  or which is not in  compliance  with the  Company's  Code of
Conduct or similar applicable set of standards or conduct and business practices
set forth in writing and provided to the Executive prior to such conduct, or (v)
any regulatory authority, gaming commission, lottery agency or similar authority
in any  jurisdiction  in which the Company is conducting  business or intends to
submit a proposal or conduct business finds the Executive unsuitable or unfit to
continue  to act as a  representative,  officer,  director  or  employee  of the
Company,  the Company has received  notice from such authority of such a finding
or the Executive fails to file appropriate  applications with, provide requested
information to, or otherwise  fails to cooperate  with, any such  authority.  No
act, nor failure to act, on the Executive's part, shall be considered  "willful"
for  purposes of (i) above  unless he has acted or failed to act with an absence
of good faith and without a reasonable  belief that his action or failure to act
was in the best interest of the Company.  Notwithstanding  anything contained in
this  Agreement to the contrary,  no failure to perform by the  Executive  after
Notice of  Termination  is given by the  Executive  shall  constitute  Cause for
purposes  of this  Agreement.

                                       5

<PAGE>


Termination for Cause shall be by action of the Board after giving the Executive
and his legal advisors an opportunity to meet with the Board,  contest the basis
for termination, and to demonstrate that the Executive's continued employment is
in the best interests of the Company. In addition,  the Company may require that
the Executive take a paid leave of absence if the Board determines that there is
a reasonable basis to believe that a regulatory  authority,  gaming  commission,
lottery agency or similar authority may likely find the Executive  unsuitable or
unfit or there are serious concerns regarding the honesty, integrity or possible
misconduct of the  Executive.  During the leave of absence the Executive will be
entitled to demonstrate to the Board that such concerns are unfounded.  However,
if at any time  following  three months after the start of the leave of absence,
the  Board  reasonably   determines  that  a  continuation  of  the  Executive's
employment  will  jeopardize  the good  standing  of the  Company  with any such
authority,  commission  or agency,  the Company may  terminate the Executive for
Cause.

             (d) (1) Good Reason. The Executive may terminate his employment for
"Good Reason." As used in this Section 8(d), the term "Company" shall also refer
to its successor entity or any entity which has acquired control of the Company.
For purposes of this Agreement,  Good Reason shall mean the occurrence of any of
the events or  conditions  described in  Subsections  (i) through  (vii) hereof:

             (i) the  Executive  is no longer  serving  as  President  and Chief
             Executive  Officer of the  Company,  the  Executive  is directed to
             report to other than the Chairman of the Board,  or the  assignment
             to the  Executive  of any  duties  or  responsibilities  which  are
             inconsistent with the status,  title,  position or responsibilities
             of such  positions  (which  assignment is not  rescinded  after the
             Company  receives  written  notice from the  Executive  providing a
             reasonable description of such inconsistency);

             (ii) after a Change in Control (as  hereinafter  defined in Section
             8(e),  the  Company's  requiring  the  Executive to be based at any
             place  outside a 30-mile  radius from the  principal  location from
             which  the   Executive   served  as  an  employee  of  the  Company
             immediately prior to the Change in Control;

             (iii)  after a Change in  Control,  the  failure by the  Company to
             provide the Executive with compensation and benefits  substantially
             comparable,  in the  aggregate,  to those  provided  for  under the
             employee   benefit   plans,   programs  and   practices  in  effect
             immediately prior to the Change in Control (other than stock option
             and other equity based compensation plans);

             (iv) after a Change in Control,  the  insolvency  or the filing (by
             any party  including  the Company) of a petition for  bankruptcy of
             the Company;

             (v) any  material  breach by the Company of any  provision  of this
             Agreement (which breach, if susceptible to cure, has not been cured
             within thirty (30) days by the Company after  reasonable  notice in
             writing from the Executive  providing a reasonable  description  of
             the breach);

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<PAGE>


             (vi)  after a Change in  Control,  the  failure  of the  Company to
             obtain  an  agreement,  satisfactory  to the  Executive,  from  any
             successor  or assign of the  Company to assume and agree to perform
             this Agreement, as contemplated in Section 16 hereof; and

             (vii) the  Executive  determines  within  eighteen (18) months of a
             Change in Control to terminate his employment with the Company.

             (2) Any event or condition described in Section  8(d)(1)(i),  (ii),
(iii) or (v) above  which  occurs  prior to a Change in Control but which was at
the request of a third party who has taken steps reasonably calculated to effect
a Change in Control, shall constitute Good Reason for purposes of this Agreement
notwithstanding that it occurred prior to a Change in Control.

             (3) The Executive's  right to terminate his employment  pursuant to
this  Section  8(d) shall not be affected by his  incapacity  due to physical or
mental illness.

             (e) For  purposes of this  Agreement,  a "Change in Control"  shall
mean any of the following events:

                    (1) The "acquisition" by any "Person" (as the term person is
          used for purposes of Section 13(d) or 14(d) of the Securities Exchange
          Act of 1934, as amended (the "Exchange Act") of "Beneficial Ownership"
          (within the meaning of Rule 13d-3  promulgated under the Exchange Act)
          of any securities of the Company which  generally  entitles the holder
          thereof the vote for the  election of  directors  of the Company  (the
          "Voting  Securities")  which, when added to the Voting Securities then
          Beneficially  Owned  by such  Person,  would  result  in  such  Person
          Beneficially Owning forty percent (40%) or more of the combined voting
          power of the Company's then outstanding Voting  Securities;  provided,
          however,  that for purposes of this  paragraph (1), a Person shall not
          be deemed to have made an  acquisition  of Voting  Securities  if such
          Person:  (i) acquires Voting  Securities as a result of a stock split,
          stock  dividend  or  other  corporate   restructuring   in  which  all
          stockholders  of the class of such Voting  Securities are treated on a
          pro rata basis;  (ii)  becomes the  Beneficial  Owner of more than the
          permitted  percentage of Voting  Securities  solely as a result of the
          acquisition of Voting Securities by the Company which, by reducing the
          number of Voting  Securities  outstanding,  increases the proportional
          number  of  shares  Beneficially  Owned by such  Person;  (iii) is the
          Company or any  corporation or other Person of which a majority of its
          voting  power or its equity  securities  or equity  interest  is owned
          directly or indirectly by the Company (a "Controlled  Entity") or (iv)
          acquires   Voting   Securities  in  connection   with  a  "Non-Control
          Transaction" (as defined in paragraph (3) below);

                    (2) The  individuals  who, as of the date of this  Agreement
          were  members  of the Board  (the  "Incumbent  Board"),  cease for any
          reason to  constitute  at least a  majority  of the  Board;  provided,
          however,  that if  either  the  election  of any new  director  or the
          nomination   for  election  of  any  new  director  by  the  Company's
          stockholders  was  approved  by a vote of at least a  majority  of the
          Incumbent Board,  such new director shall be considered as a member of
          the Incumbent Board;  provided  further,  however,  that no

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<PAGE>


          individual shall be considered a member of the Incumbent Board if such
          individual initially assumed office as a result of either an actual or
          threatened  election Contest" (as described in Rule 14a-11 promulgated
          under the Exchange Act) or other actual or threatened  solicitation of
          proxies or consents  by or on behalf of a Person  other than the Board
          (a "Proxy Contest")  including by reason of any agreement  intended to
          avoid or settle any Election Contest or Proxy Contest;

                    (3) The consummation or effectiveness of:

                    (i) A merger,  consolidation or reorganization involving the
          Company (a "Business Combination"), unless

                              (A) the  stockholders of the Company,  immediately
                    before the Business Combination, own, directly or indirectly
                    immediately  following  the Business  Combination,  at least
                    fifty-one percent (51 %) of the combined voting power of the
                    outstanding  voting securities of the corporation  resulting
                    from the Business Combination (the "Surviving  Corporation")
                    in  substantially  the same proportion as their ownership of
                    the  Voting  Securities   immediately  before  the  Business
                    Combination,

                              (B) all or a portion of the  individuals  who were
                    members  of the  Incumbent  Board  immediately  prior to the
                    execution  of  the  agreement  providing  for  the  Business
                    Combination constitute at least a majority of the members of
                    the Board of Directors of the Surviving Corporation, and

                              (C) no  Person  (other  than  the  Company  or any
                    Controlled  Entity),  a trustee or other  fiduciary  holding
                    securities  under  one or more  employee  benefit  plans  or
                    arrangements   (or  any  trust   forming  a  part   thereof)
                    maintained by the Company, the Surviving  Corporation or any
                    Controlled  Entity, or any Person who,  immediately prior to
                    the Business Combination,  had Beneficial Ownership of forty
                    percent  (40%)  or  more  of  the  then  outstanding  Voting
                    Securities) has Beneficial  Ownership of forty percent (40%)
                    or  more  of the  combined  voting  power  of the  Surviving
                    Corporation's   then   outstanding   voting   securities  (a
                    transaction  described  in this  subparagraph  (i)  shall be
                    referred to as a "Non-Control Transaction");

                    (ii) A complete  liquidation  or dissolution of the Company;
          or

                    (iii) The sale or other  disposition of all or substantially
          all of the assets of the Company to any Person  (other than a transfer
          to a Controlled Entity); or

                    (4) A Person  acquires  10% or more of the  combined  voting
          power of the Company's then outstanding  Voting Securities from any of
          the Company's stockholders who, as of the date of this Agreement, owns
          in excess of 10% of such voting  power and who has  representation  on
          the Board unless such Person becomes party to a stockholders agreement
          imposing restrictions on its ability to exercise control substantially
          similar to that agreed to by such current 10% stockholders.

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<PAGE>


          Notwithstanding the foregoing, a Change in Control shall not be deemed
          to  occur  solely  because  forty  percent  (40%)  or more of the then
          outstanding  Voting Securities is Beneficially  Owned by (A) a trustee
          or other  fiduciary  holding  securities  under  one or more  employee
          benefit  plans or  arrangements  (or any trust forming a part thereof)
          maintained  by  the  Company  or any  Controlled  Entity  or  (B)  any
          corporation  which,  immediately  prior  to its  acquisition  of  such
          interest,  is owned directly or indirectly by the  stockholders of the
          Company  in the same  proportion  as their  ownership  of stock in the
          Company immediately prior to such acquisition.

          (f)  Notice  of   Termination.   Any  purported   termination  of  the
Executive's  employment  hereunder by the Company or by the  Executive  for Good
Reason shall be communicated by written Notice of Termination to the other.  For
purposes of this Agreement,  a "Notice of Termination" shall mean a notice which
indicates the specific termination  provision in this Agreement relied upon as a
basis  for  termination.  For  purposes  of this  Agreement,  no such  purported
termination of employment shall be effective without such
Notice of Termination.

          (g) Termination Date. "Termination Date" shall mean in the case of the
Executive's  death, his date of death, or in all other cases, the date specified
in  the  Notice  of  Termination;  provided,  however,  that  if  the  Executive
terminates his  employment for Good Reason,  the date specified in the Notice of
Termination  shall  not be  more  than 30 days  from  the  date  the  Notice  of
Termination  is  given  to  the  Company  and  if  the  Company  terminates  the
Executive's employment other than for Cause, the date specified in the Notice of
Termination  shall  be no  less  than  30 days  from  the  date  the  Notice  of
Termination is given to the Executive.

     9.  Compensation  Upon  Termination.  Upon  termination of the  Executive's
employment  during the Employment  Term, the Executive  shall be entitled to the
following benefits:

          (a) If the  Executive's  employment  is  terminated by the Company for
Cause or by the  Executive  (other  than for Good  Reason),  or by reason of the
Executive's death, the Company shall pay to the Executive (or to the Executive's
legal  representatives)  all  amounts  earned or accrued  hereunder  through the
Termination  Date but not paid as of the  Termination  Date,  including (i) Base
Salary,  (ii)  reimbursement (in accordance with Company policy) for any and all
monies  advanced  or  expenses  incurred  in  connection  with  the  Executive's
employment for reasonable  and necessary  expenses  incurred by the Executive on
behalf of the  Company  for the period  ending on the  Termination  Date,  (iii)
accrued but unpaid  vacation pay, (iv) any  previously  awarded and vested,  but
unpaid, bonus or incentive  compensation and (v) any previous compensation which
the Executive has previously deferred (including any interest earned or credited
thereon)(collectively,  "Accrued  Compensation.  Executive's  entitlement to any
other  benefits  shall be determined in accordance  with the Company's  employee
benefit plans and other applicable programs and practices then in effect and all
unvested  stock  options  and  unvested  shares  of  restricted  stock  shall be
forfeited.  If the  Executive's  employment  is  terminated  by the  Company for
Disability,  the Company shall pay to the Executive (or to the Executive's legal
representatives)  all such  amounts  earned or  accrued  hereunder  through  the
Termination  Date,  plus an amount  equal to the Base Salary in effect as of the
Termination Date.

                                       9

<PAGE>


          (b)  Subject  to  Section  9(c),  if  the  Executive's  employment  is
terminated  (i) by the Company prior to a Change in Control for any reason other
than for Cause,  death or Disability,  or (ii) by the Executive for Good Reason,
the Company shall pay to the Executive all Accrued  Compensation  plus any bonus
or portion  thereof  which would be payable if the  Executive's  employment  had
continued because the performance  targets relating thereto had been achieved as
of the Termination  Date ("Earned  Bonus") and, to the extent not covered by the
foregoing,  Accrued Bonus (as  hereinafter  defined).  The term "Accrued  Bonus"
shall  mean the  amount of the  bonus  which  would  have  been  payable  to the
Executive  pursuant to Section  3(b) or (c) hereof in respect of the year of the
Employment  Term in which the  Termination  Date occurs and calculated as if the
Executive  were  employed by the Company as of the end of such year (but, to the
extent the bonus is contingent on the achievement of performance targets,  based
on whether such targets were actually  achieved)  multiplied by a fraction,  the
numerator  of which shall be the number of days in such year which have  elapsed
prior to the  Termination  Date and the denominator of which shall be the number
of days in such year. In addition,  subject to Executive's  compliance  with the
provisions  of Sections 10, 11 and 12 hereof,  the  Executive  shall receive (i)
within ten days a lump sum cash amount equal to two (2) times the sum of (A) the
Executive's Base Salary at (y) the highest rate in effect at any time within the
ninety (90) day period ending on the date the Notice of Termination is given, or
(z) the rate in effect immediately prior to the Change in Control,  whichever of
(y) or (z) is greater and (B) (y) the annual bonus paid to the  Executive in the
year preceding the termination of Employment, or (z) the sum of the Earned Bonus
and the Accrued Bonus, whichever of (y) or (z) is greater and (ii) until the end
of the Employment Term, the life insurance,  medical, dental and hospitalization
benefits  which the  Executive  would  have been  entitled  to receive if he had
continued his  employment  with the Company until the last day of the Employment
Term, on the terms and conditions  applicable to other executive officers of the
Company  as in  effect  from  time  to  time  during  such  period.  Executive's
entitlement  to any other  benefits  shall be determined in accordance  with the
Company's employee benefit plans and other programs and practices then in effect
and all  unvested  shares  of  restricted  stock  shall be  forfeited  upon such
termination  of employment and unvested stock options shall vest or be forfeited
as set forth in the  following  sentence.  If a termination  of the  Executive's
employment  hereunder  which is governed by this Section 9(b) occurs on or prior
to the second anniversary of the date hereof, then, to the extent not previously
vested,  all stock  options  which would have vested by such second  anniversary
shall  vest  and  become  exercisable  and the  termination  of the  Executive's
employment  shall not affect his right to exercise  such options for a period of
at least 90 days  after  such  termination  and,  if such a  termination  of the
Executive's  employment occurs after the second  anniversary of the date hereof,
the number of unvested  stock options equal to the number of options which would
have vested on the anniversary of the date hereof following the Termination Date
multiplied by a fraction,  the numerator of which shall be the number of days in
the year beginning on the anniversary of the date hereof  immediately  preceding
the Termination  Date which have elapsed prior to the  Termination  Date and the
denominator  shall  be the  number  of  days  in  such  year  which  ends on the
anniversary  of the date  hereof,  shall  vest and become  exercisable  (and the
termination of the Executive's employment shall not affect his right to exercise
such  options for a period of at least 90 days after such  termination)  and all
other  unvested  stock  options  granted  pursuant  to the  Agreement  shall  be
forfeited upon such termination of employment.

                                       10

<PAGE>


          (c) If the Executive's  employment by the Company is terminated by the
Company  other than for Cause,  death or Disability or by the Executive for Good
Reason at any time after a transaction or other actions have been proposed to or
by the Company or to its  stockholders,  which if consummated or completed would
constitute a Change in Control,  and such transaction or other action ultimately
is  consummated  or  completed,  then (whether or not the Executive was employed
following a Change in Control),  the Executive's  employment  shall be deemed to
have been  terminated  following a Change in Control and the Executive  shall be
entitled  to the  benefits  to which the  Executive  is  entitled  in such event
pursuant to Section 9(b) hereof,  and the shares of  restricted  stock and stock
options granted pursuant to the 1994 Employment Agreement,  the Prior Employment
Agreement or this  Agreement and  outstanding  prior to such  termination of the
Executive's employment shall be treated as though the Change in Control occurred
immediately before the Termination Date.

          (d) The amounts (other than any life insurance and medical, dental and
hospitalization  coverage)  provided  for in this Section 9 shall be paid within
five (5) business days after the Executive's  Termination Date. The continuation
of any life insurance,  medical, dental or hospitalization  benefits pursuant to
Section 9(b) shall be in satisfaction of the Company's obligations under Section
4980B of the Internal  Revenue Code of 1986,  or any similar state law requiring
continuation  of such insurance or benefits,  with respect to the period of time
during which such insurance or benefits are continued hereunder.

          (e) The Executive  shall not be required to mitigate the amount of any
payment  provided for in this Agreement by seeking other employment or otherwise
and no such payment shall be offset or reduced by the amount of any compensation
or benefits provided to the Executive in any subsequent employment.

          (f) The  amounts  payable by the Company  pursuant  to this  Section 9
shall be in full  satisfaction  of any  claims  the  Executive  might  assert in
connection  with  severance and claims of wrongful  termination  and  fraudulent
inducement  or  similar  claims  based  on  this  Agreement  or  relating  to an
employer/employee relationship.

          (g) The  Company  shall use its best  efforts to ensure that shares of
the Company's  common stock obtained by the Executive from the Company by reason
of the exercise of stock options or the award of shares of  restricted  stock in
accordance  with this  agreement  shall be covered by an effective  registration
statement on Form S-8 (or similar or successor form) with the intention that the
Executive may sell such shares in  compliance  with the  Securities  Act of 1933
(whether  or not he is  employed  by the  Company at the time of the sale).  The
Executive  acknowledges  that any sale of such  Shares  may be  subject to other
restrictions  under the federal  securities laws including those relating to the
possession of non-public information (which the Executive may not have the right
to disclose under this Agreement).

          (h) The Company shall consider purchasing some or all of the Company's
common stock owned by the Executive,  upon terms to be negotiated by the Company
and the Executive.

                                       11

<PAGE>


     10.  Non-Disclosure  Covenant.   Executive  acknowledges  that  during  the
Employment  Relationship (as defined below),  he has had and will have access to
information  treated as  confidential  or proprietary by the Company,  including
plans for future developments and information about costs,  customers,  profits,
markets, sales, products, key personnel, pricing policies,  operational methods,
technical processes, know-how, research and development,  strategic planning and
other business  affairs and methods and other  information  not available to the
public or in the public domain (the  "Confidential  Information").  Confidential
Information  shall not include any information  known generally to the public or
any  information  of a type not  otherwise  considered  confidential  by persons
engaged in the same  business or a business  similar to that of the Company.  In
recognition of the foregoing,  during and at all times following the Executive's
Employment  Relationship,  the Executive  shall hold in confidence  and not use,
copy or create, or directly or indirectly disclose, any descriptions,  analyses,
lists or records (of any kind) of any  Confidential  Information  or proprietary
data of the Company,  except to the extent authorized in writing by the Board or
required  by law or any court or  administrative  agency,  other  than such use,
copying,  creation or  disclosure to an employee of the Company or other person,
in each case,  which is reasonably  necessary or appropriate in connection  with
the performance by the Executive of duties germane to the  Executive's  position
with the  Company.  The term  "Employment  Relationship"  shall mean the period,
prior to the Termination Date, during which the Executive received  compensation
from the Company for services  rendered to the Company  either as an employee or
as a consultant,  including periods prior to the date of this Agreement (whether
pursuant  to the  Prior  Employment  Agreement  or  otherwise)  and  during  the
Employment Term. This Section 10 shall survive the termination of this Agreement
and the termination of the Executive's employment hereunder.

     11. Covenant Not to Compete: Non-interference.

          (a) Competition.  The Executive agrees that during the Employment Term
and for a period of the greater of eighteen months after the Termination Date or
the period after the Termination  Date during which (or in respect of which) the
Executive  continues to receive  payments or employee  benefits from the Company
pursuant to Section 9 (such greater period of time is hereinafter referred to as
the "Restricted  Period"),  without the prior written  approval of the Board, he
will not  participate  in the  management  of, be  employed by or own any equity
interest in any business in competition with any of the principal  businesses of
the Company  (including any business segment which is  "significant"  within the
meaning of Regulation  S-X) in a geographical  area in which the Company engages
in or solicits  business or as of the Termination  Date is actually  planning to
engage in or solicit business;  provided,  however, that nothing in this Section
11(a) shall prohibit the Executive  from owning stock of a competitor  amounting
to  less  that  five  percent  (5%) of the  outstanding  capital  stock  of such
competitor where the Executive does not otherwise participate in the management,
control or operation  of such  competitor's  business  which  competes  with the
Company.  The invalidity of any part of this provision  shall not render invalid
the remainder of the provision and if any portion of this  provision is so broad
as to be  unenforceable  it  shall  be  interpreted  to be only so  broad  as is
enforceable.

          (b)  lnterference.   The  Executive  hereby  agrees  that  during  the
Employment Term and,  following the Termination Date, for the Restricted Period,
he will not  interfere  with the  Company's  relationship  with,  or endeavor to
employ  or  entice  away  from  the  Company,  any

                                       12

<PAGE>


person, firm,  corporation,  governmental entity or other business  organization
who or which was an employee,  customer or supplier of, or maintained a business
relationship  with,  the  Company  at any time  (whether  before  or  after  the
Termination Date), or which the Company has solicited or prepared to solicit (by
preparation  or submission  of a bid or otherwise)  within one (1) year prior to
the Termination Date. The Executive agrees to promptly notify the Company if any
such party  contacts  the  Executive  regarding  any  proposal  or  solicitation
(whether orally or in writing)  which, if accepted,  might result in a violation
of this Section 11(b).

     12. Ownership of Trade Secrets, Etc.

          (a) All written materials, documents and records (of any kind) created
by  the  Executive  or  coming  into  his   possession   during  the  Employment
Relationship  concerning the business affairs of the Company shall be and become
the sole  property of the Company,  and, upon the  Termination  Date or upon the
request of the Company during the Employment  Term, the Executive shall promptly
deliver the same to the Company.

          (b)  The   Executive   agrees  that  any  trade   secret,   invention,
improvement,  patent,  patent application or writing,  and any program,  method,
process, system or novel technique (whether or not capable of being trademarked,
copyrighted or patented),  conceived,  devised, developed, or otherwise obtained
by him  during the  Employment  Relationship  relating  to the  business  of the
Company,  shall be and become the sole property of the Company and the Executive
agrees to give the Company prompt written notice of his  conception,  invention,
authorship,  development  or  acquisition  of any such trade secret,  invention,
improvement,  patent application,  writing,  program, method, process, system or
novel  technique  and to  execute  such  instruments  of  transfer,  assignment,
conveyance or confirmation and such other  documents,  and to do all appropriate
lawful acts,  as may be requested by the Company to transfer,  assign,  confirm,
and  perfect in the Company  all  legally  protectable  rights in any such trade
secret, invention,  improvement,  patent, patent application,  writing, program,
method, process, system or novel technique.

     13. Understanding and Remedies.  For purposes of Sections 10, 11, 12 and 13
hereof,  the  term  "Company"  shall  include  Powerhouse   Technologies,   Inc.
("Powerhouse")  as well as current  and future  majority-owned  subsidiaries  of
Powerhouse  and all current and future  joint  ventures in which  Powerhouse  is
involved.  It is  understood by the Executive and the Company that the covenants
contained  in  this  Section  13 and in  Sections  10,  11 and 12 are  essential
elements of this  Agreement and that,  but for the agreement of the Executive to
comply with such covenants, the Company would not have agreed to enter into this
Agreement. The Executive and the Company have independently consulted with their
respective  counsel and have been  advised  concerning  the  reasonableness  and
propriety of such covenants  with specific  regard to the nature of the business
conducted  by the  Company.  The  Executive  hereby  agrees  that all  covenants
contained in this Section 13 and  Sections 10, 11 and 12 of this  Agreement  are
reasonable and valid.  The Executive  acknowledges  that the Company may have no
adequate  remedy at law if the Executive  violates any of the terms  hereof.  In
such event, the Company shall have the right, in addition to any other rights it
may have, to obtain in any court of competent jurisdiction  injunctive relief to
restrain any breach or  threatened  breach  hereof or otherwise to  specifically
enforce any of the provisions hereof and the Executive hereby waives any and all
rights to assert any claim or defense that the Company has an adequate remedy at

                                       13

<PAGE>


law for any breach. In addition, the Executive waives all rights to a jury trial
in any other action to  adjudicate  the rights of the Company and the  Executive
hereunder.  The provisions of Sections 10, 11, 12 and 13 of this Agreement shall
survive the termination of this Agreement and the termination of the Executive's
employment hereunder.

     14.  Relocation  and  Other  Expenses.  The  Company  shall  reimburse  the
Executive for all actual costs incurred by the Executive in connection  with the
establishment of his personal residences in Las Vegas, Nevada, Atlanta,  Georgia
or Bozeman,  Montana (to be  determined  by the Executive no later than December
31,  1998),  including,  without  limitation,  moving  expenses and the costs of
storing  the  Executive's  furnishings,  and  the  costs  of  relocation  visits
(collectively,  "Relocation Expense"),  which amount shall be net of any federal
and  state  income  taxes  payable  by the  Executive  in  connection  with  the
Relocation Expense  reimbursement.  In addition, the Company shall reimburse the
Executive  up to $4,000  per  month  for the  expense  of  maintaining  a second
residence in one of Las Vegas, Nevada, Atlanta, Georgia or Bozeman, Montana.

     15.  Withholding.  Anything to the  contrary  herein  notwithstanding,  all
payments required to be made by the Company  hereunder to the Executive,  or his
estate or beneficiaries,  shall be subject to the withholding of such amounts as
the  Company  may  reasonable  determine  it  should  withhold  pursuant  to any
applicable tax law or regulation.

     16. Successors and Assigns.

          (a) This  Agreement  shall be  binding  upon  and  shall  inure to the
benefit of the Company, its successors and assigns and the Company shall require
any successor or assign to expressly  assume and agree to perform this Agreement
in the same manner and to the same extent that the Company  would be required to
perform it if no such  succession or assignment  had taken place.  The term "the
Company" as used herein shall  include  such  successors  and assigns.  The term
"successors and assigns" as used herein shall mean a corporation or other entity
acquiring  all or  substantially  all the assets  and  business  of the  Company
(including this Agreement) whether by merger,  court order,  operation or law or
otherwise.

          (b) Neither this Agreement nor any right or interest  hereunder  shall
be assignable or  transferable  by the  Executive,  his  beneficiaries  or legal
representatives, except by will or by the laws of descent and distribution. This
Agreement  shall inure to the benefit of and be enforceable  by the  Executive's
legal representative.

     17.  Notice.  For the  purposes  of this  Agreement,  notices and all other
communications   provided  for  in  this  Agreement  (including  the  Notice  of
Termination)  shall be in  writing  and shall be deemed to have been duly  given
when personally  delivered or sent by certified mail, return receipt  requested,
postage prepaid,  addressed to the respective addresses last given by each party
to the other,  provided that all notices to the Company shall be directed to the
attention of the Board with a copy to the Secretary of the Company.  All notices
and communications shall be deemed to have been received on the date of delivery
thereof or on the third  business  day after the  mailing  thereof,  except that
notice of change of address shall be effective only upon receipt.

                                       14

<PAGE>

     18.  Non-exclusivity  of Rights.  Nothing in this Agreement  shall limit or
reduce such rights as the Executive may have under any other agreements with the
Company or any of its  subsidiaries  concerning  subject  matter other than that
which is addressed  herein;  provided,  however,  that the payments and benefits
provided  under  Section  9 shall be in lieu of any other  termination  benefits
(including  severance,  notice,  and pay and salary  continuation)  to which the
Executive may otherwise be entitled under any other agreement,  plan,  policy or
practice of the Company or under  applicable law and the Executive hereby waives
any and all rights to such other termination benefits.  Amounts which are vested
benefits or which the Executive is otherwise  entitled to receive under any plan
or  program  of the  Company  of any of its  subsidiaries  shall be  payable  in
accordance  with such plan or  program,  except as  explicitly  modified by this
Agreement.

     19. Miscellaneous.  No provision of this Agreement may be modified,  waived
or  discharged  unless such  waiver,  modification  or discharge is agreed to in
writing and signed by the Executive  and the Company.  No waiver by either party
hereto at any time of any breach by the other  party  hereto  of, or  compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreement or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have  been  made by  either  party  which  are not  expressly  set forth in this
Agreement.

     20.  Governing Law. This Agreement  shall be governed by, and construed and
enforced in accordance  with,  the laws of the State of Georgia  without  giving
effect to the conflict of law principles thereof.

     21.  Severability.  The  provisions  of  this  Agreement  shall  be  deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect  the  validity  or  enforceability   of  the  other  provisions   hereof.

     22. Entire Agreement.  Except to the extent expressly provided herein, this
Agreement  constitutes  the entire  agreement  between  the  parties  hereto and
supersedes  all  prior  agreements,  understandings  and  arrangements,  oral or
written,  between the parties  hereto with respect to the subject matter hereof,
including,  without  limitation,  the 1994  Employment  Agreement  and the Prior
Employment Agreement.

                                       15

<PAGE>



         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed by its duly  authorized  officer and the  Executive  has executed  this
Agreement as of the day and year first above written.

                                         POWERHOUSE TECHNOLOGIES, INC.


                                         BY:      /s/ Richard R. Burt
                                              ---------------------------
                                                  RICHARD R. BURT
                                                  Chairman of the Board


                                         BY:      /s/ Richard M. Haddrill
                                             ----------------------------
                                                  RICHARD M. HADDRILL




0126267.09





















                                       16

