GREATE BAY CASINO CORP
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
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<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
<TEXT>
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                                                                    Exhibit 10.1

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
                    ----------------------------------------

         THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made
and entered into to be effective as of the 20th day of September, 2001 among
ADVANCED CASINO SYSTEMS CORPORATION, a Delaware corporation (the "Employer") and
LAWRENCE C. COLE (the "Employee") with reference to the foregoing.

                                    RECITALS
                                    --------

         A. Employer and Employee entered into that certain Employment Agreement
dated as of January 1, 1996, as amended by that certain Amendment to Employment
Agreement dated as of November 30, 1998 (as amended, the "Existing Employment
Agreement");

         B. Employer and Employee now desire to amend the Existing Employment
Agreement as provided below.

                                   AGREEMENTS
                                   ----------

            NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.       Paragraph 6 of the Existing Employment Agreement is hereby amended in
its entirety to read as follows:

         "6. Term of Employment. The term of this Agreement shall expire on
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         11:59 p.m. on December 31, 2003 (the "Term"); unless sooner terminated
         as provided herein."

2.       Paragraph 7(f) of the Existing Employment Agreement is hereby amended
in its entirety to read as follows:

         "(f) the giving of written notice by Employer to Employee of the
         termination of this Agreement without Cause; provided, however, that,
                                                      --------  -------
         if Employer gives Employee written notice of termination of this
         Agreement without Cause, such notice must be accompanied by a lump sum
         payment to Employee equal to the aggregate Base Salary under Paragraph
         8(a) (as adjusted according to Paragraph 8(b)) which would have been
         paid by Employer to Employee during the period from the date of
         termination of the Agreement to the expiration of this Agreement had it
         not been so terminated."

3.       Paragraph 8(e) of the Existing Employment Agreement is hereby amended
         by adding a sentence at the end thereof which shall in its entirety to
         read as follows: "For purposes of this Paragraph 8(e), `net operating
         profit' shall mean net income before interest income, interest expense
         and income taxes."

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4.   Paragraph 8(f) of the Existing Employment Agreement is hereby amended in
     its entirety to read as follows:

     "(f) Qualified Third-Party Sales. In the event of the consummation of a
          ---------------------------
          sale or other disposition of all or substantially all of the capital
          stock or assets of Employer during the Term of this Agreement either
          (i) to a third-party other than Hollywood Casino Corporation ("HCC")
          (A) in which, at the time of such sale or other disposition, neither
          HCC nor any of its subsidiaries holds an equity interest in excess of
          twenty percent (20%), (B) of which, at the time of or prior to such
          sale or other disposition, Employee is neither an officer nor
          shareholder (either directly or indirectly), and (C) on behalf of
          which Employee has not participated in the pursuit of equity or debt
          financing necessary for such a sale or other disposition (a
          "Non-Management Qualified Third-Party Sale"), or (ii) which satisfies
          clause (A), but fails to satisfy either or both clauses (B) and (C),
          of the definition of Non-Management Qualified Third-Party Sale (a
          "Management Qualified Third-Party Sale"; Non-Management Qualified
          Third-Party Sales and Management Qualified Third-Party Sales are
          collectively referred to as "Qualified Third-Party Sales"), subject to
          clause (III) below, Employer shall pay or cause to be paid to
          Employee, and Employee shall accept, incentive compensation equal to
          (x) in the case of a Non-Management Qualified Third-Party Sale, 5% of
          the Proceeds (defined below) up to $8 million, 10% of the Proceeds in
          excess of $8 million and 15% of the Proceeds in excess of $15 million
          (the "Non-Management Sale Incentive Compensation Amount") and (y) in
          the case of a Management Qualified Third-Party Sale, 50% of the
          Non-Management Sale Incentive Compensation Amount (the "Management
          Sale Incentive Compensation Amount"; together with the Non-Management
          Sale Incentive Compensation Amount, the "Sale Incentive
          Compensation"), subject to the following:

          (I)  "Proceeds" shall mean all cash and non-cash consideration paid or
               committed to be paid by buyer to seller in accordance with the
               terms of the Qualified Third-Party Sale, including any
               conditional amounts to be paid by the buyer to the seller (e.g.,
               amounts placed in escrow or subject to a "holdback"), with
               non-cash consideration to be valued at the amount determined by a
               qualified third-party appraiser selected by the seller in the
               Qualified Third-Party Sale;

          (II) No payment of Sale Incentive Compensation shall be due and
               payable unless Employee utilizes his best efforts to cooperate
               with, assist and support each of buyer and seller with
               consummation of the Qualified Third-Party Sale, which best
               efforts shall include, but not be limited to, (aa) ensuring any
               and all actions of Employee are supportive of the buyer and the
               Qualified Third-Party Sale, (bb) delivering on a timely basis any
               and all information required by buyer in conducting its due
               diligence of the Employer, its assets, liabilities, business and
               prospects, and (cc) promptly and accurately

                                       -2-

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                responding to any and all questions and requests for information
                by buyer regarding Employer, its assets, liabilities, business
                and prospects; and

          (III) Payments of Sale Incentive Compensation shall be payable within
                three (3) business days of seller's receipt of the Proceeds.

     In addition, notwithstanding anything to the contrary contained in this
     Agreement, upon the occurrence of a Qualified Third-Party Sale and for
     thirty (30) days thereafter Employee shall have the right, in his sole
     discretion, to terminate this Agreement by providing notice to Employer
     (the "Employee Sale Termination Notice"), and Employer, at its sole
     discretion, shall have the option to either (1) accept such termination as
     of the date of the Employee Sale Termination Notice or (2) accept such
     termination as of the date one hundred and eighty (180) days after the
     Employee Sale Termination Notice (the "Delayed Termination Date"), in which
     case Employee and Employer will remain subject to the terms of this
     Agreement through the Delayed Termination Date. In either case, Employer
     shall notify Employee within ten (10) days of the Employee Sale Termination
     Notice of the option it has selected and, within fifteen (15) from the
     applicable date of termination of this Agreement, pay to Employee an amount
     equal to the aggregate Base Salary under Paragraph 8(a) (as adjusted
     according to Paragraph 8(b)) which would have been paid by Employer to
     Employee during the period from such applicable date of termination of this
     Agreement to the expiration of this Agreement had it not been so
     terminated."

5.   Paragraph 14 of the Existing Employment Agreement is hereby amended in its
entirety to read as follows:

     "14. Assignment. Neither Employer nor Employee shall assign this Agreement
          ----------
     or delegate their respective duties hereunder; provided; however, Employer
     may assign this Agreement without the consent of Employee to any
     successor-in-interest of all or a substantial portion of the assets of
     Employer that agrees to abide by the terms of Paragraph 13. Any such
     assignment will by no means limit or impair Employee's rights afforded by
     the last paragraph of Paragraph 8(f). Any purported assignment in violation
     of this Paragraph 14 shall be null and void and of no force or effect."

6.   This Amendment may be executed in multiple counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.

7.   If any provision of this Amendment or the application hereof to any person
or circumstances shall to any extent be held void, unenforceable or invalid,
then the remainder of this Amendment or the application of such provision to
persons or circumstances other than those as to which it is held void,
unenforceable or invalid shall not be affected thereby, and each provision of
this Amendment shall be valid and enforced to the fullest extent permitted by
law.


                                       -3-

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8.   THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT REGARD TO ANY
OF SUCH STATE'S DOCTRINES REGARD CONFLICTS OF LAWS.

9.   Except as amended hereby, the Existing Employment Agreement shall continue
in full force and effect without any further action by the parties thereto. On
or after the effective date of this Amendment, references to the "Employment
Agreement" in the Existing Employment Agreement, as amended hereby, shall be
deemed to mean, for purposes of determining the rights, remedies, obligations
and liabilities of the parties thereto and all other purposes, the Existing
Employment Agreement, as amended by this Amendment.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                       -4-

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         IN WITNESS WHEREOF, the parties to this Amendment have executed such
Amendment effective as of the date first set forth above.

                                            /s/ Lawrence C. Cole
                                            ------------------------------------
                                            Lawrence C. Cole

                                            ADVANCED CASINO SYSTEMS CORPORATION

                                            By: /s/   John C. Hull
                                               ---------------------------------
                                                     Name: John C. Hull
                                                     Title: Vice President

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