SC 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. --)*
Paul-Son Gaming Corporation
(Name of Issuer)
Common Stock, $.01 per share
 (Title of Class of Securities)
703578104
 (CUSIP Number)
Gerard Charlier
c/o Etablissements Bourgogne
et Grasset S.A.
ZI Beaune Savigny
21200 Beaune, France

with a copy to:
Carina Levintoff, Esq.,
CMS Bureau Francis Lefebvre-New York
712 Fifth Avenue
New York, NY 10019
 (Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 12, 2002
 (Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because
of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box.[ ]

Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Rule 13d-7(b) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No.   703578104

(1) Names of Reporting Persons I.R.S. Identification Nos. of Above
Persons               Gerard Charlier

(2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)......................................................[  ]
(b).......................................................[x]

(3) SEC Use Only ........................................

(4) Source of Funds (See Instructions) 00 PF

(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)....[  ]

(6) Citizenship or Place of Organization       France

Number of Shares (7)Sole Voting Power..............544,516
Beneficially Owned (8)Shared Voting Power..............0
by Each Reporting (9)Sole Dispositive Power........544,516
Person
With (10)Shared Dispositive Power........................0
 (11)Aggregate Amount Beneficially Owned by Each Reporting
Person........................................     544,516
 (12)Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)                      [x]
 (13)Percent of Class Represented by Amount in
Row (11).......................................     	7.17%
 (14)Type of Reporting Person (See Instructions)Individual





Item 1. Security and Issuer
The class of equity securities to which this statement
relates is the Common Stock, par value $.01 per share
("Common Stock"), of Paul-Son Gaming Corporation (the
"Company").  The principal executive offices of the Company
are located at 1700 South Industrial Road, Las Vegas,
Nevada 89102.
Item 2. Identity and Background
(a)	This statement is being filed by Gerard Charlier.
(b)	The business address for Mr. Charlier is c/o
Etablissements Bourgogne et Grasset S.A., ZI Beaune
Savigny, 21200 Beaune, France.
(c)	Mr. Charlier became President, Chief Executive
Officer and director of the Company on September 12,
2002.  Mr. Charlier also serves as President of
Etablissements Bourgogne et Grasset S.A. ("B&G"), a
manufacturer of gaming equipment which became a
wholly owned subsidiary of the Company on September
12, 2002 (see Item 4 below).  The address of B&G is
ZI Beaune Savigny, 21200 Beaune, France.
(d)	During the last five years, Mr. Charlier has not
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e)	During the last five years, Mr. Charlier was not a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating
activities subject to, federal or state securities
laws or finding any violation with respect to such
laws.
(f)	Mr. Charlier is a citizen of France.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to the Agreement and Plan of Exchange and Stock
Purchase dated as of April 11, 2002, as amended by First
Amendment to Agreement and Plan of Exchange and Stock
Purchase dated as of May 13, 2002 (the "Exchange
Agreement"), between the Company and B&G, on September 12,
2002, Mr. Charlier exchanged 25,744 shares of B&G capital
stock owned by him for 453,756 shares of Common Stock.  In
addition, Claire Senard Charlier, Mr. Charlier's spouse,
exchanged 32 shares of B&G capital stock held in her name
for 564 shares of Common Stock.
 In addition, on September 12, 2002, Mr. Charlier purchased
72,024 shares of Common Stock from the Paul S. Endy Living
Trust (the "Trust") pursuant to a Stock Purchase Agreement
dated April 11, 2002 (the "Stock Purchase Agreement") among
the purchasers listed therein, the Trust, certain other
Endy Family Trusts and Eric P. Endy.  The aggregate
purchase price of these shares was $102,891.32, which was
paid from Mr. Charlier's personal funds.  In addition,
pursuant to the Stock Purchase Agreement, Mrs. Charlier
purchased 90 shares of Common Stock for an aggregate
purchase price of $128.56, which was paid from her personal
funds.
In addition, on September 12, 2002, Mr. Charlier acquired
9,673 shares of Common Stock upon exercise of Warrants (as
defined in Item 4) issued pursuant to the Exchange
Agreement.  The aggregate purchase price for those shares
was $96.73, which was paid from Mr. Charlier's personal
funds.  In addition, Mrs. Charlier acquired 12 shares of
Common Stock upon exercise of Warrants for an aggregate
purchase price of $.12, which was paid from her personal
funds.
On April 11, 2002, pursuant to the Stock Purchase
Agreement, Mr. Charlier purchased 4,573 shares of Common
Stock from the Trust.  The aggregate purchase price of
these shares was $11,436, which was paid from Mr.
Charlier's personal funds.  In addition, pursuant to the
Stock Purchase Agreement, Mrs. Charlier purchased 6 shares
of Common Stock from the Trust for an aggregate purchase
price of $15.00, which was paid from her personal funds.
On January 15, 2001, Mr. Charlier purchased 3,818 shares of
Common Stock from the Trust.  The aggregate purchase price
for these shares was $11,454, which was paid from Mr.
Charlier's personal funds.

Item 4. Purpose of Transaction
Mr. and Mrs. Charlier acquired an aggregate of 540,698
shares of Common Stock pursuant to the Exchange Agreement
and the Stock Purchase Agreement and the exercise of
Warrants.  The summaries of certain provisions of the
Exchange Agreement and the Stock Purchase Agreement set
forth in this statement are qualified in their entirety by
reference to the full text of such documents, which are
incorporated herein by reference as Exhibits 2.1 and 2.2,
respectively.  In addition, on January 15, 2001, Mr.
Charlier acquired 3,818 shares of Common Stock.  The
aggregate of 544,516 shares of Common Stock held by Mr. and
Mrs. Charlier constitute approximately 7.17% of the total
Common Stock outstanding.
The closing under the Exchange Agreement (the "Closing")
occurred on September 12, 2002.  Pursuant to the Exchange
Agreement, 100% of the outstanding shares of B&G were
exchanged for an aggregate of 3,969,026 shares of Common
Stock.  As a result of the transactions provided for in the
Exchange Agreement, B&G and its wholly owned subsidiary,
The Bud Jones Company, Inc., became wholly owned
subsidiaries of the Company.
As part of the consideration for the exchange, the Company
issued to the B&G stockholders warrants (the "Warrants") to
purchase an aggregate of 459,610 shares of Common Stock at
a price of $.01 per share under certain circumstances.  The
Warrants were intended to provide "anti-dilution"
protection to the B&G stockholders against options or
similar rights granted by the Company prior to the Closing
which are exercised after the Closing, and against
securities issued to the Company's investment banker,
Ladenburg Thalmann & Co., as a result of the Closing.
Thus, the Warrants are only exercisable if, as and when
these options or rights are exercised or such securities
issued.  The Warrants will expire 30 days after the Company
notifies the Warrant holder that the last of those options
or rights have expired.   Warrants to purchase a total of
84,610 shares of Common Stock, reflecting the issuance of
shares of Common Stock to Ladenburg Thalmann, were
immediately exercisable.  Mr. and Mrs. Charlier exercised
all of their immediately exercisable Warrants on September
12, 2002, acquiring an aggregate of 9,673 and 12 shares of
Common Stock, respectively, through such exercise.  Mr. and
Mrs. Charlier hold Warrants to purchase an aggregate of
42,922 shares of Common Stock.  Mr. and Mrs. Charlier
intend to exercise their Warrants as they become
exercisable.
Pursuant to the Exchange Agreement, the Board of Directors
of the Company was expanded to seven (7) members, and
Holding Wilson, the former owner of approximately 80% of
B&G which as a result of the Closing became the holder of
approximately 50.15% of the outstanding Common Stock, has
the right to nominate four directors.  Mr. Charlier,
Francois Carrette, and Alain Thieffry have been appointed
to the Board.  The fourth nominee, Benoit Aucouturier
declined to serve.  Holding Wilson intends to name another
nominee.  The remaining directors are Eric P. Endy, the
former President and Chairman of the Company, and now
Executive Vice President of the Company, Paul G. Dennis and
Jerry G. West, each of whom served as a director prior to
the Closing.  Moreover, pursuant to the Exchange Agreement,
Mr. Carrette was named Chairman of the Board of the Company
and Mr. Charlier was named President and Chief Executive
Officer.  Pursuant to the Exchange Agreement, the Company's
By-Laws were amended to require that all directors of the
Company be elected annually rather than for staggered
three-year terms.
Pursuant to the Stock Purchase Agreement, Mr. Endy and the
Trust agreed for a period of five years from the Closing to
vote their shares of Common Stock in favor of the election
of Holding Wilson's nominees to the Company's Board of
Directors.  Immediately after the Closing, Mr. Endy and the
Trust held in the aggregate approximately 892,134 shares of
Common Stock, constituting approximately 11.75% of the
outstanding Common Stock.  Moreover, Mr. Carrette and
Holding Wilson have agreed to vote for the election of Mr.
Endy as a director of the Company during the same five-year
period.
The Exchange Agreement required as a condition precedent to
the Closing, that the stockholders of the Company approve
certain amendments to the Company's articles of
incorporation.  These amendments provide for the Company to
"opt-out" of certain "anti-takeover" provisions of Nevada
law and remove provisions requiring a two-thirds vote of
stockholders to approve a merger, a statutory exchange of
the Company's shares or a sale of all or substantially all
of the assets of the Company or to amend the Certificate of
Incorporation.
The Stock Purchase Agreement also provides Holding Wilson
and the other former B&G stockholders with a right of first
refusal to purchase any shares which Mr. Endy and the Trust
desire to sell.
NASDAQ notified the Company that it believed that the
transactions contemplated by the Exchange Agreement and the
Stock Purchase Agreement constituted a "reverse merger"
under NASDAQ rules.  This would require the Company to meet
the initial listing requirements of NASDAQ SmallCap Market
in order to maintain its listing.  Since the Company does
not currently meet the  $4.00 minimum bid requirement for
initial listing, NASDAQ may determine to delist the
Company.  The Company intends to appeal any such
determination.  If NASDAQ does delist the Common Stock, the
Company intends to cause the Common Stock to be listed on
the Pacific Stock Exchange, as the Company currently meets
the criteria for Tier II of that Exchange.   The Stock
Purchase Agreement provides that if NASDAQ delists the
Common Stock, the Trust will transfer an additional 34,567
shares of Common Stock to the former B&G stockholders for
no additional consideration.  If these shares are issued,
Mr. and Mrs. Charlier will receive an aggregate 3,957
additional shares of Common Stock.
On September 12, 2002, pursuant to Mr. Charlier's
employment agreement with the Company, the Company granted
stock options (the "Employee Options") to Mr. Charlier,
subject to the terms and conditions of the Company's 1994
Long-Term Incentive Plan.  One option will permit Mr.
Charlier to purchase 200,000 shares of Common Stock at a
price per share of $3.40 (the last sale price of Common
Stock on the date of grant).  The option will vest on the
fifth anniversary of the date of grant and is exercisable
for five years following the date of vesting.  The other
option will permit Mr. Charlier to purchase 100,000 shares
at $3.40, but it will vest only if the Company's annual net
profit reaches $2,000,000 before the fifth anniversary of
the grant of the option.  If the option vests it will
remain exercisable for five years.
Mr. Charlier has entered into an agreement with Holding
Wilson (the "Put Agreement") whereby Holding Wilson granted
Mr. Charlier an option to sell to Holding Wilson the Common
Stock he acquired in the combination if Mr. Charlier's
employment with the Company is terminated voluntarily by
Mr. Charlier or by the Company other than for death,
permanent disability or cause (as defined in Mr. Charlier's
employment agreement).  The per share sale price would be
equal to the average closing price of Common Stock for the
30 trading days preceding the date Mr. Charlier exercises
his option to sell.
In addition to the shares of Common Stock held by Mr. and
Mrs. Charlier, the other former stockholders of B&G hold in
the aggregate approximately 4,232,432 shares constituting
approximately 55.73% of the Common Stock outstanding, and
Warrants to purchase additional 332,078 shares of Common
Stock.  Mr. Charlier expressly disclaims beneficial
ownership of these shares and the formation or existence of
a group within the meaning of Section 13(d)(3) with any
other former B&G stockholder.
Except as set forth in this statement, neither Mr. Charlier
has no plans or proposals that relate to or would result
in:  (a) the acquisition by any person of additional
securities of the Company, or the disposition of securities
of the Company; (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving
the Company or any of its subsidiaries; (c) a sale of
transfer of a material amount of assets of the Company or
any of its subsidiaries; (d) any change in the present
Board of Directors or management of the Company, including
any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material
change in the Company's business or corporate structure;
(g) changes in the Company's charter, by-laws or
instruments corresponding thereto or other actions which
may impede the acquisition or control of the Company by any
person; (h) causing a class of securities of the Company to
be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i)
a class of equity securities of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (j) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)	As of September 13, 2002, Mr. and Mrs. Charlier
beneficially owns in the aggregate 544,516 shares of
Common Stock. Such shares constitute approximately
7.17% of Common Stock outstanding. Mr. and Mrs.
Charlier also own Warrants to purchase an aggregate
of 42,922 additional shares of Common Stock which
are not currently exercisable.  As stated in Item 4,
other former B&G stockholders beneficially own in
the aggregate approximately 4,232,432 shares of
Common Stock.  In addition, Mr. Charlier holds the
Employee Options, no part of which are currently
exercisable  Such shares constitute approximately
55.73% of the Common Stock outstanding. Such former
B&G stockholders also own Warrants to purchase an
aggregate of approximately 332,078 additional shares
which are not currently exercisable.  Mr. Charlier
expressly disclaims beneficial ownership of these
shares and the formation or existence of a group
within the meaning of Section 13(d)(3) with any
other former B&G stockholder.
(b)	Mr. Charlier has the sole power to vote or direct
the vote of an aggregate of 544,516 shares of Common
Stock. Mr. Charlier has the sole power to dispose or
direct the disposition of an aggregate of 544,516
shares of Common Stock.
(c)	Other than the acquisitions of the Common Stock,
Warrants and Employee Options described in this
statement, no transactions in Common Stock were
effected during the past 60 days by Mr. or Mrs.
Charlier.
(d)	No person other than the record owner of such shares
of Common Stock is known to have the right to
receive or the power to direct the receipt of
dividends from, or the proceeds form the sale of,
such shares of Common Stock.
(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
The Exchange Agreement and the Stock Purchase Agreement are
described in Items 3 and 4 above.  The summary descriptions
of the Exchange Agreement and the Stock Purchase Agreement
in this statement are qualified in their entirety by
reference to the full text of the Exchange Agreement and
the Stock Purchase Agreement which are incorporated herein
by reference as Exhibits  2.1 and 2.2, respectively.
The Put Agreement and the Employee Options are described in
Item 4 above.  The summary descriptions of the Put
Agreement and the Employee Options are qualified in their
entirety by reference to the full text of the Put Agreement
and the Employee Option which are filed herewith as
Exhibits 3.1 and 3.2, respectively.
Except as described in this statement, there are no
contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2
above or between such person or any other person with
respect to any securities of the Company.

Item 7. Material to be Filed as Exhibits.
2.1	Agreement and Plan of Exchange and Stock Purchase
dated as of April 11, 2002 between Paul-Son Gaming
Corporation and Etablissements Bourgogne et Grasset
S.A. (Incorporated by reference to Annex A to the
Company's definitive proxy statement dated August 9,
2002, SEC File No. 000-23588).
2.2	Stock Purchase Agreement dated April 11, 2002 among
the purchasers listed therein, The Paul S. Endy, Jr.,
Living Trust, the other Endy Family Trusts listed
therein and Eric P. Endy (Incorporated by reference to
Annex D to the Company's definitive proxy statement
dated August 9, 2002, SEC File No. 000-23588).
3.1	Option Agreement dated March 29, 2002 between Holding
Wilson and Gerard Charlier.
3.2	Employee Stock Option Agreement dated September 12,
2002.



SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
September 17, 2002
(Date)
/s/ Gerard Charlier
(Signature)
Gerard Charlier
(Name/Title)


1

EX-3

OPTION AGREEMENT


	AGREEMENT dated March 29, 2002 between Holding Wilson S.A.,
a French corporation (the "Company"), and Gerard Charlier, an
individual residing at 6, rue de Mezieres, 75006 Paris, France
("Charlier").

	This Agreement sets forth the terms and conditions upon
which the Company is granting to Charlier an option to sell to
the Company those shares of common stock, par value $0.01 per
share (the "Shares"), of Paul-Son Gaming Corporation, a Nevada
corporation ("PS"), received by Charlier upon the closing of
the Agreement and Plan of Exchange and Stock Purchase between PS
and Etablissements Bourgogne et Grasset SA (the "Exchange
Agreement"). In consideration of the mutual covenants contained
herein, and intending to be legally bound hereby, the parties
hereto agree as follows:

	In consideration of the mutual agreements contained herein,
the parties agree as follows:


ARTICLE I

Definitions.

	As used herein, the following terms shall have the following
meanings:

	"Agreement" means this Agreement, any agreement which is
supplementary to or in amendment or confirmation of this
Agreement, and any exhibits and schedules hereto or thereto.

            "Employment Agreement" means the employment
agreement between PS and Charlier in the form attached to the
letter agreement dated the date hereof between the Company and
Charlier, to be executed following the closing of the Exchange
Agreement.

            "Market Price per Share" means the average closing
price of PS Common Stock on NASDAQ or if the PS Common Stock is
not then listed on NASDAQ, on the Pacific Stock Exchange or other
securities exchange on which the PS Common Stock is then listed,
in either case for the thirty (30) trading days preceding the
date of the Sale Notice (as hereinafter defined).  During any
period the PS Common Stock is not listed on either NASDAQ or a
securities exchange, "Market Price per Share" shall mean the
average of the bid and ask prices quoted for the PS Common Stock
on the OTC Bulletin Board for the thirty (30) trading days
preceding the date of the Sale Notice.

	"Purchase Price" means the number of Shares to be sold
upon exercise of the "Put Option" (as such term is hereinafter
defined) multiplied by the Market Price per Share.

	"Put Option" has the meaning set forth in Section 2.01
hereof.

            "Sale Notice" has the meaning set forth in Section
2.02 hereof.

            "Term" has the meaning set forth in Section 5 of
the Employment Agreement.

            "Triggering Event" means (i) Charlier's voluntary
termination of the Employment Agreement during the Term; or (ii)
PS' termination of the Employment Agreement during the Term for
any reason other than Charlier's death, Permanent Disability or
Cause (each as defined in the Employment Agreement).


ARTICLE II

Put Option

2.01	Grant of Option.  (a) Subject to the terms, conditions and
limitations set forth herein, the Company hereby grants to
Charlier an irrevocable option (the "Put Option") to sell to
the Company all or any part of the Shares.  The Put Option shall
not be transferable by Charlier.

	(b) The Put Option may be exercised during the three (3)
month period following the occurrence of a Triggering Event (the
"Exercise Period").  The Put Option may not be exercised more
than once by Charlier during the Exercise Period and any Shares
retained by Charlier after the exercise of the Put Option shall
no longer be subject to the Put Option.

2.02	Exercise of Put Option.  The Put Option shall be exercisable
as provided in Section 2.01 (but not more than once) by
irrevocable written notice given by Charlier (the "Sale
Notice") of Charlier's election to exercise the Put Option,
specifying the number of Shares for which it is being exercised
and the date (not earlier than one hundred eighty (180) days
after the date of such notice) upon which the closing of the sale
and purchase of Shares shall take place.

2.03	Deliveries at Closing.  At the Put Option closing:

(a) Charlier shall deliver to the Company (A) the
certificates representing the Shares being sold, free and clear
of any lien or encumbrance thereon, duly endorsed accompanied by
stock powers executed in blank and/or such other documents as may
be necessary for the transfer of the Shares on the books of PS,
all in form acceptable for such purposes, and (B) a certificate
stating that the Shares sold are free and clear of any lien or
encumbrance thereon and that the representations and warranties
of Charlier contained in Article III hereof are true and accurate
at and as of the Put Option closing date as though made as and at
such date; and

	(b) The Company shall deliver in full payment for the Shares
being sold a sum equal to the Purchase Price of such Shares by
certified or official bank check or wire transfer of funds to an
account designated by Charlier.




ARTICLE III

Representations and Warranties

3.01	Representations and Warranties of the Company.  (a) This
Agreement has been duly and validly authorized and executed by
the Company and, subject to any necessary approval of Gaming
Regulatory Agencies, constitutes a valid and binding obligation
of the Company, enforceable in accordance with its terms.

	(b) Neither the execution and delivery of this Agreement by
the Company nor the consummation of the transactions contemplated
hereby will violate any provision of the organizational documents
of the Company, or violate, or be in conflict with, or constitute
a default under, any agreement or commitment to which the Company
is a party or by which the Company is bound, or violate any
statute or law or any judgment, decree, order, regulation or rule
of any court or governmental authority.

	(c) The Company has not made any assignment for the benefit
of creditors, nor does the Company presently have any plans or
intentions to do so, nor has any voluntary or involuntary
petition in bankruptcy been filed by or against the Company.

            (d) The Company has complied with applicable federal
and state securities laws in connection with the issuance of this
Agreement (and the rights vested in Charlier therein).

3.02	Representations and Warranties of Charlier.  (a) Subject to
any necessary prior approval of Gaming Regulatory Agencies, this
Agreement constitutes a valid and binding obligation of Charlier,
enforceable in accordance with its terms.

	(b) Charlier is the sole owner (record, beneficial,
equitable or otherwise) of all of the Shares and has good and
marketable title to all of the Shares and the complete and
unrestricted power and the unqualified right to sell, assign,
transfer and deliver to the Company valid and marketable title to
all of the Shares and there exist no liens, claims, pledges,
assessments, options, proxies, equities, voting agreements,
charges or encumbrances of whatever nature affecting any of the
Shares.

	(c) Upon transfer to the Company by Charlier of the Shares,
the Company will have good and marketable title to the Shares,
free and clear of all liens, claims, pledges, assessments,
options, proxies, equities, voting agreements, charges or
encumbrances of whatever nature affecting the Shares.

	(d) There exists no restriction upon the transfer and
delivery of the Shares by Charlier, nor is Charlier required to
obtain the approval of any person or governmental agency or
organization to effect the sale, assignment or transfer of the
Shares.

	(e) Neither the execution and delivery of this Agreement by
Charlier, nor the transfer of the Shares will violate or be in
conflict with, or constitute a default under any agreement or
commitment to which Charlier is a party or by which Charlier is
bound, or violate any statute or law or any judgment, decree,
order, regulation or rule of any court or governmental authority.

	(f) Charlier has not made any assignment for the benefit of
creditors, nor does Charlier presently have any plans or
intentions to do so, nor has any voluntary or involuntary
petition in bankruptcy been filed by or against Charlier.

ARTICLE IV

Indemnification

	Each party hereby agrees to indemnify and hold harmless the
other, its successors and affiliates from any and all damages,
losses, costs and expenses (including reasonable attorneys' fees)
which they, or any of them, may incur by reason of the
indemnifying party's failure, or alleged failure, to fulfill any
of the terms and conditions of this Agreement or by reason of
such party's breach of any of the agreements or representations
contained herein.

ARTICLE V

Miscellaneous

5.01	Survival of Representations and Warranties.  All
representations, warranties and agreements made by each of the
parties in this Agreement shall survive any closing hereunder.

5.02	Expenses.  Except as otherwise provided herein, each of the
parties hereto will pay its own expenses incurred by it or on its
behalf in connection with this Agreement or any transaction
contemplated by the Agreement, whether or not such transaction
shall be consummated, including, without limitation, all fees of
their respective attorneys and accountants.

5.03	Notices.  All notices, requests, demand and other
communications required or permitted hereunder ("Notice") shall
be in writing and shall be deemed to have been duly given if sent
by prepaid certified mail, return receipt requested, by reputable
overnight courier service or by telefacsimile to the number
indicated below, with a copy by first class mail (postage
prepaid), to a party addressed as follows:

	(a)	If to the Company, to:

		Holding Wilson S.A.
		3 Avenue de President Wilson
		75116 Paris, France
		Attention:  President
		Fax No.:  33140738089


                        With a copy to:

		CMS Bureau Francis Lefebvre - New York
		712 Fifth Avenue - 29th Floor
		New York, New York 10019
		Attention:	Carina Levintoff, Esq.
		Fax No.:	(212) 246-2951

	(b)	If to Charlier, to:
                        Gerard Charlier
		6 Rue de Mezieres
		75006 Paris, France
		Fax No.:   33145442776

                        With a copy to:

		Dan R. Waite, Esq.
		Beckley Singleton Chtd.
		530 Las Vegas Blvd. South
		Las Vegas, Nevada  89101
		Fax No.:   (702) 385-9447


or, in each case, to such other address as a party shall furnish
to the other party in writing.  Notice by certified mail shall be
deemed to have been given on the third business day following the
date of the returned receipt.  Notice by courier service or
telefacsimile shall be deemed to have been given on the next
business day following delivery to the courier or transmission.

5.05	Assignment.  This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties
hereto, but neither this Agreement nor any of the rights,
interests or obligations hereunder, including, without
limitation, the Put Option shall be assigned by Charlier without
the prior written consent of the Company which may be withheld in
the Company's sole discretion.

5.06	Governing Law, Jurisdiction and Venue.  This Agreement and
the legal relations among the parties hereto shall be governed by
and constructed in accordance with the laws of the State of
Nevada without regard to its conflicts of law doctrine. All
parties agree that the Nevada State and the U.S. Federal courts
sitting in Nevada shall have exclusive jurisdiction to enforce
the terms of this letter agreement, and the parties hereby
consent to that jurisdiction and agree that they will not proceed
in or before any other court, tribunal, or government agency or
official to seek enforcement of any of the terms of this
agreement, except  that any judgment entered by a court sitting
in Nevada may be enforced by any court of competent jurisdiction
in any state or nation.

5.07	Counterparts.  The Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.

5.08	Headings.  The headings of the Sections and Articles of this
Agreement are inserted for convenience only and shall not
constitute a part hereof.

5.09	Entire Agreement.  This Agreement, including any exhibits
and schedules hereto and other documents and certificates
delivered pursuant to the terms hereof, sets forth the entire
agreement and understanding of the parties hereto in respect of
the subject matter contained herein, and supersedes all prior
agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any
employee or representative of any party hereto.

5.10	Third Parties.  Nothing herein expressed or implied is
intended or shall be construed to confer upon or give to any
person or entity other than the parties hereto and their
successors or permitted assigns any rights or remedies under or
by reason of this Agreement.

5.11	Severability.  If in any jurisdiction, any provision of this
Agreement or its application to any party or circumstance is
restricted, prohibited or unenforceable, such provision shall, as
to such jurisdiction, be ineffective only to the extent of such
restriction, prohibition or unenforceability without invalidating
the remaining provisions hereof and without affecting the
validity or enforceability of such provision in any other
jurisdiction or its application to other parties or
circumstances.  In addition, of any one or more of the provisions
contained in this Agreement shall for any reason in any
jurisdiction be held to be excessively broad as to time,
duration, geographical scope, activity or subject, it shall be
construed, by limiting and reducing it, so as to be enforceable
to the extent compatible with the applicable law of such
jurisdiction as it shall then appear.

5.12	Further Assurances.  Each party hereto shall execute and
deliver such instruments and take such other actions as the other
party or parties, as the case may be, may reasonably require in
order to carry out the intent of this Agreement.

5.13	Amendment and Modification.  This Agreement may only be
amended, modified and supplemented by written agreement of the
parties hereto subject to the provisions of Section 5.05 hereof.

5.14	Waiver of Compliance.  Any failure of the Company on the one
hand, Charlier, on the other, to comply with any obligation,
covenant, agreement or condition herein may be expressly waived
in writing by Charlier or the Company, respectively, but such
waiver or failure to insist upon strict compliance with such
obligation, covenant, agreement or condition shall not operate as
a waiver of, or estoppel with respect to, any subsequent or other
failure.

5.15	Effectiveness.  Notwithstanding anything to the contrary set
forth herein, this Agreement shall have no force or effect and
shall not become effective unless and until the closing under the
Exchange Agreement is consummated.  If the Exchange Agreement is
terminated for any reason prior to the closing thereof, this
Agreement shall automatically terminate without need of further
action by either party.

	IN WITNESS WHEREOF, the parties have executed this
Agreement, all on the day and year first above written.



							HOLDING WILSON S.A.



							By: _________________
							     Title:



							_____________________
							Gerard Charlier





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EX-3

PAUL-SON GAMING CORPORATION
(the "Corporation")

1994 Long-Term Incentive Plan
(the "Plan")

GRANT


Grant
No:
I-80

Date of
Grant:
September 12,
2002
Type:
Incentive Stock
Option

Number of
Shares:
200,000
Grantee
:
Gerard Charlier

Option
Price:
$____________

	Subject to the terms and conditions of the Plan and this Grant,
the Corporation hereby grants a non-statutory option to purchase
200,000 shares of the Corporation's common stock at the exercise
price of $__________  per share (the "Option").  The Option shall be
exercisable upon vesting.  The vesting schedule for the Option is as
follows:

100% at September 12, 2007

NOTE:  	A COPY OF THE PLAN IS ATTACHED.  GRANT RECIPIENTS
SHOULD CAREFULLY REVIEW THE TERMINATION, EXERCISE
AND OTHER IMPORTANT PROVISIONS OF THE PLAN.

Paul-Son Gaming Corporation
1994 Long-Term Incentive Plan
Committee



By:___________________________
_____
Committee Chairman

ACCEPTED AND AGREED TO AS
OF THE DATE OF GRANT:

_______________________________
Gerard Charlier


PAUL-SON GAMING CORPORATION
(the "Corporation")

1994 Long-Term Incentive Plan
(the "Plan")

GRANT


Grant
No:
I-81

Date of
Grant:
September 12,
2002
Type:
Incentive Stock
Option

Number of
Shares:
100,000
Grantee
:
Gerard Charlier

Option
Price:
$____________

	Subject to the terms and conditions of the Plan and this Grant,
the Corporation hereby grants a non-statutory option to purchase
100,000 shares of the Corporation's common stock at the exercise
price of $__________  per share (the "Option").  The Option shall be
subject to the following vesting and termination conditions:

100% of the Option shall vest if and when the
Corporation's audited annual consolidated
financial statements show a net profit after tax
of $2,000,000; provided, however, that if the
Option has not vested by the fifth anniversary of
the Date of Grant, the Option shall automatically
terminate.  The Option shall be exercisable for a
period of up to five (5) years from the date of
vesting, such period not to exceed ten (10) years
from the Date of Grant.

NOTE:  	A COPY OF THE PLAN IS ATTACHED.  GRANT RECIPIENTS
SHOULD CAREFULLY REVIEW THE TERMINATION, EXERCISE
AND OTHER IMPORTANT PROVISIONS OF THE PLAN.

					Paul-Son Gaming Corporation
					1994 Long-Term Incentive Plan
Committee



	By:________________________________
						Committee Chairman

ACCEPTED AND AGREED TO AS
OF THE DATE OF GRANT:

_______________________________
Gerard Charlier
  Represents the last reported sale price of the Corporation's common
stock on the Nasdaq SmallCap Market, or on such other stock exchange
that the common stock may be listed, on the date of grant.
  Represents the last reported sale price of the Corporation's common
stock on the Nasdaq SmallCap Market, or on such other stock exchange
that the common stock may be listed, on the date of grant.

1