Pds Gaming Corp – Agreement and Plan of Merger (May 17th, 2004)

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 14, 2004 (this Agreement), is entered into by and among PDS Gaming Corporation, a Minnesota corporation (the Company), PDS Holding Co., LLC, a Nevada limited liability company (Parent), and PDS Acquisition Sub, LLC, a Nevada limited liability company of which Parent is the sole member (Merger Sub).

Pds Gaming Corp – Employment Agreement (March 29th, 2002)

THIS EMPLOYMENT AGREEMENT ("Agreement") is made on February 28, 2002, with an effective date of January 1, 2002 ("Effective Date"), by and between PDS GAMING CORPORATION, a Minnesota corporation, its successors and assigns ("Employer") and LONA M.B. FINLEY, an individual ("Employee").