Exhibit 10.9

     

    VIP
GAMING PROMOTION AGREEMENT

     

    This VIP
Gaming Promotion Agreement (“Agreement”), dated as of November 14, 2009 is made
between Unicorn Incorporation. (“Unicorn”), a corporation organized and existing
under the laws of the Republic of Korea (“South Korea”), with its main office at
[3039-1 saekdal-dong,seigwipo-city,Jeju, South Korea, and Champion Lion Limited
(“Champion”), a corporation organized and existing under the laws of the British
Virgin Islands, with its main office at Alameda Dr. Carlos D’ Assumpcao No:
181-187 Centro Comerica, Brilhantismo 12 Andar T, Macau, SAR.

     

    RECITALS

     

    A.      Unicorn
holds a gaming license and is entitled to operate games of luck and chance and
other games in casino in the jurisdiction of Jeju Special Self-governing
Province of the Republic of Korea (the “Jeju”), pursuant to a gaming license
granted by the government of South Korea.

     

    B.      Unicorn
has a lease arrangement with the Hyatt Regency Jeju Hotel #3039-1, Saekdai-dong,
Seongwipo-si, Jeju-do, Korea, to operate a casino named Unicorn for a period of
not less than 2 years.

     

    C.      Champion
is experienced in the development, management, financing and promotion of VIP
gaming rooms in Macau that cater to wealthy mainland Chinese and Hong Kong
Chinese gamblers.

     

    D.      Unicorn
and Champion (herein collectively referred to as “the Parties”)

     

    E.      NOW,
THEREFORE, the parties agree as follows.

     

    ARTICLE
1

    INTRODUCTION/DEFINED
TERMS

     

    
      	
              1.1.

            	
              Introduction. Unicorn has its
      business focus to gaming and is the owner of Unicorn Hyatt Regency
      Jeju Casino. Unicorn has determined that Macau-style VIP gaming would
      be beneficial to the operation of the Casino, and at the same time
      Champion have determined that establishing a VIP gaming operation at the
      Casino to the same standards as prevail in Macau would be beneficial to
      its business by providing additional VIP gaming promotion venues outside
      of Macau.

            


    

     

    
      	
              1.2.

            	
              Glossary
      of Defined Words. Certain important
      defined words, appearing with initial capital letters, when used in this
      Agreement shall, unless the context otherwise indicates, have the meanings
      specified in the Glossary of Defined
      Terms annexed as Exhibit
      “1” to
      this Agreement (“Glossary”). Additional
      words appearing with initial capital letters may be defined within the
      text of this Agreement and such additional defined words shall have the
      same definition for all purposes of this Agreement unless otherwise
      indicated even though they are not defined in the
  Glossary.

            


    

     

    
      	
              1.3.

            	
              Identification
      of Exhibits. The exhibits
      (“Exhibits”) to this Agreement
      consist of the following documents, which are more particularly identified
      either described in the text of this Agreement or the Glossary, and the
      terms and conditions of such Exhibits are a material part of this
      Agreement:

            


    

     

    
      	
              Exhibit No.

            	 
      	
              Description

            
	 
      	 
      	 
      
	
              Exhibit
      “1”

            	 
      	
              Glossary
      of Defined Terms

            
	
              Exhibit
      “2”

            	 
      	
              Pro
      Forma Profit Split

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    ARTICLE
2

    BUILD-OUTAND
LEASE OF VIP GAMING ROOM/

    ADDITIONAL
AMENITIES AT THE CASINO

     

    
      	
              2.1.

            	
              Lay-out
      and Fit-out of Casino. The Parties agree that
      the Casino is designed and operated to a level comparable on the date
      hereof to the Casino operated in
Macau.

            


    

     

    ARTICLE
3

    OPERATION
OF CASINO/ COMPENSATION TERMS

     

    
      	
              3.1.

            	
              Gaming
      Operation in Casino. Champion shall
      function as a VIP gaming promoter and, as such, shall be responsible for
      promoting the VIP Gaming operations in its Casino. Champion’s
      responsibility shall include providing to VIP customers through Champion’s
      network of VIP Gaming collaborators and agents, at Champion’s sole
      expense.

            


    

     

    
      	
              3.2.

            	
              The
      Parties agree that the Champion will be compensated in accordance with the
      following terms:

            


    

     

    
      	
              3.2.1.

            	
              In
      return for Champion’s promotion, the promotion fee should be ascertained
      on a Gross win/(loss) basis. Gross win/(loss) from the operation of the
      Casino will be split 80 % to Champion if the Gross Win from Champion’s
      customers does not excess Hong Kong Dollars Seven Million (HK$ 7,000,000)
      per month or its equivalent and 20 % to Unicorn. If the Gross Win from
      Champion’s customers exceed Hong Kong Dollars Seven Million (HK$
      7,000,000) per month or its equivalent and Gross win from the operation of
      the Casino will be split 85 % to Champion and 15 % to Unicorn. Details of
      calculation are per appendix 2 to this
  agreement.

            


    

     

    
      	
              3.2.2.

            	
              The
      percentage of the win spilt (80 % Champion and 20 % Unicorn) shall be paid
      to Champion by Unicorn by the second (2nd) day after the gaming patron
      finished the game and leave the Casino (or on the next business day if the
      second day falls on a weekend or holiday). In the event of gross loss, the
      percentage of the loss spilt (80 % Champion and 20 % Unicorn) shall be
      reimbursed to Unicorn by Champion by the following second (2nd) day after
      the gaming patron finished the game and leave the Casino (or on the next
      business day if the second day falls on a weekend or
    holiday).

            


    

     

    
      	
              3.2.3.

            	
              In
      respect of the monthly performance as mentioned under clause 3.2.1, if the
      Gross Win from Champion’s customers exceed Hong Kong Dollars Seven Million
      (HK$ 7,000,000) per month or its equivalent, Unicorn shall paid to
      Champion by the second (2nd) day after the month an additional 5 % under
      the 85% basis.

            


    

     

    
      	
              3.2.4.

            	
              All
      Gaming Tax shall be borne by
Unicorn.

            


    

     

    
      	
              3.3.

            	
              Credit
      Extension / Bad Debts. Champion as the
      VIP Gaming promoter shall, and shall have sole responsibility to, extend
      credit directly to its VIP Gaming collaborators and agents so that the VIP
      Gaming collaborators and agents in turn will provide credit to their
      individual VIP gaming customers for wagering in the
      Casino. Accordingly, Champion shall have no obligation to deposit
      funds to cover the gaming chips and wagering in its Casino. Champion
      shall have sole responsibility for the bad debts of its VIP gaming
      customers and shall defend, protect and indemnify Unicorn from and against
      any and all claims, demands, causes of action, or similar matters arising
      from such bad debts.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
              3.4.

            	
              Employees
      and Employee Uniforms. Champion shall take
      appropriate and necessary steps to check the background of its prospective
      employees for criminal or other inappropriate incidents prior to hiring
      them and shall ensure that its employees have suitable qualifications and
      are properly trained for their jobs, and are aware of the need to provide
      top-flight service to all customers in the Casino and to handle all
      matters with integrity and honesty. All Champion employees shall wear
      uniforms when in service.Champion shall have the right to select the style
      and color of the its employee uniforms subject to Unicorn’s approval so as
      to meet and maintain the standards and corporate identity for the Casino
      from time to time.

            


    

     

    
      	
              3.5.

            	
              Employee
      Identification Passes. All officers,
      directors, principals, and employees of Champion shall wear the
      identification passes provided by Unicorn while working in the
      Casino. If any person quits or is terminated, Champion shall ensure
      that such person’s identification pass is immediately returned to
      Unicorn.

            


    

     

    
      	
              3.6.

            	
              Compliance
      with Laws and Regulations. Champion shall comply
      with all laws, rules and regulations that may apply to Champion in
      connection with its Gaming operation activities and the performance of its
      obligations under this Agreement, including any requirements for
      licensure.

            


    

     

    ARTICLE
4

    GAMING
RULES AND PRINCIPLES

     

    
      	
              4.1.

            	
              Casino
      Rules and Regulations. Unicorn shall
      have the right and authority to issue from time to time such rules and
      regulations as it deems necessary and appropriate to comply with all
      applicable laws and regulations and to provide for appropriate security
      and integrity throughout the Casino (“Rules”). Champion and its
      officers, directors, agents, employees and customers shall strictly
      observe the Rules.

            


    

     

    
      	
              4.2.

            	
              Gaming
      Chips. All VIP customers
      of Champion need to use Rolling Chips in the Casino. Unicorn is required
      to provide unlimited Rolling Chips to the customers of
      Champion.

            


    

     

    
      	
              4.3.

            	
              Table
      Limits. Champion may
      establish the limits for each gaming table within the Casino subject to
      Unicorn’s reasonable approval.

            


    

     

    
      	
              4.4.

            	
              Chip
      Buy-back. Unicorn will
      buy-back Rolling Chips by converting them into an equal amount of Cash
      Chips, by paying cash, or by whatever other method the Parties may agree
      from time to time. Unicorn will buy back Cash Chips by paying cash or by
      whatever other method the Parties may agree from time to
    time.

            


    

     

    
      	
              4.5.

            	
              Right
      of Supervision. Unicorn’s senior
      management and other specified employees or representatives shall have the
      right to supervise the operation of the VIP gaming operations contemplated
      by this Agreement.

            


    

     

    
      	
              4.6.

            	
              Unicorn
      shall be responsible for all employee wages and benefits, including but
      not limited to casino’s employees such as security guards, dealers etc.,
      other than those working behind the Champion’s cage. Champion shall be
      responsible for all employee wages, benefits and allowances for employees
      working behind the Champion’s cage. Unicorn should at all times provide
      dealers and supervisors to ensure smooth functioning of
      Casino.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    ARTICLE
5

    REPRESENTATIONS
AND WARRANTIES

     

    
      	
              5.1.

            	
              Unicorn
      represents and warrants to Champion that the following statements are
      true, correct, and complete as of the date first written
      above:

            


    

     

    
      	
              5.1.1.

            	
              Due
      Organization. Unicorn is a
      corporation duly organized and validly existing under the laws of the
      jurisdiction of its incorporation with its principal offices at the
      address first written It has the requisite power and authority to own its
      property and to carry on its business as it is now being conducted.
      Unicorn has made all filings and is in good standing in the jurisdiction
      of its incorporation and in each other jurisdiction in which the nature of
      the business it transacts or the character of property it owns makes such
      filings necessary.

            


    

     

    
      	
              5.1.2.

            	
              Requisite
      Authority. Unicorn has
      requisite power and authority to execute and deliver this Agreement and
      any other instrument or agreement required under this Agreement, and to
      perform and observe the terms and provisions of this Agreement and of all
      such other instruments, and
agreements.

            


    

     

    
      	
              5.1.3.

            	
              Necessary
      Corporate Action. All corporate action
      by Unicorn and its directors or stockholders, necessary for the
      authorization, execution, delivery, and performance of this Agreement and
      any other instrument or agreement required under this Agreement, has been
      duly taken.

            


    

     

    
      	
              5.1.4.

            	
              Authority
      of Officers. The officers of
      Unicorn executing this Agreement and any other instrument or agreement
      required under this Agreement have been duly appointed to the office and
      are fully authorized to execute the Agreement and any other instrument
      required under this Agreement.

            


    

     

    
      	
              5.1.5.

            	
              Validity
      of Agreement. This Agreement
      has been duly executed and delivered by Unicorn, and constitutes the
      legal, valid, and binding obligation of Unicorn, enforceable against it in
      accordance with its terms and any other instrument or agreement required
      under this Agreement when executed and delivered by Unicorn, will
      similarly constitute the legal, valid, and binding obligation of Unicorn,
      enforceable against it in accordance with its terms, except as limited by
      bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement,
      moratorium, marshalling, or other similar laws relating to or affecting
      the rights of creditors generally.

            


    

     

    
      	
              5.1.6.

            	
              No
      Contrary Bylaw, Agreement, or Statute. There is no
      charter, bylaw, or capital stock provision of Unicorn, and no provision of
      any indenture or agreement, written or oral, to which Unicorn is a party
      or under which Unicorn is obligated, nor is there any statute, rule, or
      regulation, or any judgment, decree, or order of any court or agency
      binding on Unicorn that would be violated by the execution and delivery of
      this Agreement, or any other instrument or agreement required under this
      Agreement, or by the performance of any provision, condition, covenant, or
      other term of this Agreement or any such other instrument, or
      agreement.

            


    

     

    
      	
              5.1.7.

            	
              No
      Pending Litigation. No litigation, tax
      claim, proceeding, or dispute is pending or, to Unicorn’s knowledge,
      threatened against or affecting Unicorn or its property, the adverse
      determination of which might affect Unicorn’s financial condition or
      operations or impair Unicorn’s ability to perform its obligations under
      this Agreement or under any other instrument or agreement required by this
      Agreement.

            


    

     

    
      	
              5.1.8.

            	
              Insurance. The Casino is covered
      by public liability, property damage and such other insurance as is
      reasonable and necessary consistent with normal business practices in
      South Korea.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              5.1.9.

            	
              Gaming
      License.
      Unicorn has a valid gaming license of unlimited duration for the
      Casino.

            


    

     

    
      	
              5.2.

            	
              Champion
      represents and warrants to Unicorn that the following statements are true,
      correct, and complete as of the date first written
  above:

            


    

     

    
      	
              5.2.1.

            	
              Due
      Organization. Champion is a
      corporation duly organized and validly existing under the laws of the
      jurisdiction of its incorporation with its place of business, or if it has
      more than one place of business, its chief executive office, located
      at Alameda Dr. Carlos D’ Assumpcao No: 181-187 Centro Comerica,
      Brilhantismo 12 Andar T, Macau, SAR. It has the requisite power and
      authority to own its property and to carry on its business as it is now
      being conducted. Champion has made all filings and is in good standing in
      the jurisdiction of its incorporation and in each other jurisdiction in
      which the nature of the business it transacts or the character of property
      it owns makes such filings
necessary.

            


    

     

    
      	
              5.2.2.

            	
              Requisite
      Authority.
      Champion has requisite power and authority to execute and deliver
      this Agreement and any other instrument or agreement required under this
      Agreement, and to perform and observe the terms and provisions of this
      Agreement and of all such other instruments, and
    agreements.

            


    

     

    
      	
              5.2.3.

            	
              Necessary
      Corporate Action.
      All corporate action by Champion and its directors or stockholders,
      necessary for the authorization, execution, delivery, and performance of
      this Agreement and any other instrument or agreement required under this
      Agreement, has been duly taken.

            


    

     

    
      	
              5.2.4.

            	
              Authority
      of Officers.
      The officers of Champion executing this Agreement and any other
      instrument or agreement required under this Agreement have been duly
      appointed to the office and are fully authorized to execute the Agreement
      and any other instrument required under this
  Agreement.

            


    

     

    
      	
              5.2.5.

            	
              Validity
      of Agreement. This Agreement has
      been duly executed and delivered by Champion, and constitutes the legal,
      valid, and binding obligation of Champion, enforceable against it in
      accordance with its terms and any other instrument or agreement required
      under this Agreement when executed and delivered by Champion, will
      similarly constitute the legal, valid, and binding obligation of Champion,
      enforceable against it in accordance with its terms., except as limited by
      bankruptcy, insolvency, fraudulent transfer, reorganization, arrangement,
      moratorium, marshalling, or other similar laws relating to or affecting
      the rights of creditors generally.

            


    

     

    
      	
              5.2.6.

            	
              No
      Contrary Bylaw, Agreement, or Statute. There is no charter,
      bylaw, or capital stock provision of Champion, and no provision of any
      indenture or agreement, written or oral, to which Champion is a party or
      under which Champion is obligated, nor is there any statute, rule, or
      regulation, or any judgment, decree, or order of any court or agency
      binding on Champion that would be violated by the execution and delivery
      of this Agreement, or any other instrument or agreement required under
      this Agreement, or by the performance of any provision, condition,
      covenant, or other term of this Agreement or any such other instrument, or
      agreement.

            


    

     

    
      	
              5.2.7.

            	
              No
      Pending Litigation. No litigation, tax
      claim, proceeding, or dispute is pending or, to Champion’s knowledge,
      threatened against or affecting Champion or its property, the adverse
      determination of which might affect Champion’s financial condition or
      operations or impair Champion’s ability to perform its obligations under
      this Agreement or under any other instrument or agreement required by this
      Agreement.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    ARTICLE
6

    AFFIRMATIVE
COVENANTS

     

    
      	
              6.1.

            	
              Champion’s
      Affirmative Covenants. Champion agrees
      that as long as this Agreement shall remain in effect, it will, unless
      Unicorn waives compliance in
writing:

            


    

     

    
      Notices. Promptly give written notice
to Unicorn of:

    

     

    
      All
litigation in which Champion is named as a defendant when the amount claimed is
Hong Kong Dollars Five Million (HK $5,000,000) or its equivalent amount
denominated in other currencies or more;

    

     

    
      Any
substantial dispute that may exist between Champion and any governmental
regulatory body or law enforcement authority;

    

     

    
      Any other
matter that has resulted or might result in a material adverse change in
Champion’s financial condition or operations.

    

     

    
      Corporate
Existence.
Maintain and preserve its corporate existence and all rights, privileges,
licenses, trade names, franchises, and other rights necessary for the conduct of
its business; conduct its business in an orderly manner, without voluntary
interruption; maintain its chief executive office in Macau, SAR, where it is now
maintained; and maintain its corporate existence as a British Virgin Islands
corporation.

    

     

    
      Taxes and
Assessments. Pay
and discharge, before they become delinquent and before penalties accrue on
them, all taxes except all gaming tax levied by the Korean Government or
relevant Governmental Authorities, assessments, and governmental charges on or
against Champion or any of its businesses, except to the extent and as long as
the same are being contested in good faith and by appropriate proceedings so as
not to cause any materially adverse effect on Champion’s financial
condition.

    

     

    
      Accounts
and Records.
Maintain adequate books, accounts, and records to document the gaming
activities conducted in the Casino, and permit employees or professional
advisors of Unicorn at any reasonable time to inspect the said books, accounts
and records to the extent that Unicorn is required by applicable laws, rules and
regulations to provide the same to governmental authorities.

    

     

    
      	
              6.2.

            	
              Unicorn’s
      Affirmative Covenents. Unicorn agrees that as
      long as this Agreement shall remain in effect, it will, unless Champion
      waives compliance in writing:

            


    

     

    
      Notices. Promptly give written notice
to Champion of

    

     

    
      All
litigation in which Unicorn is named as a defendant when the amount claimed is
Hong Kong Dollars Five Million (HK $5,000,000) or its equivalent amount
denominated in other currencies or more;

    

     

    
      Any
substantial dispute that may exist between Unicorn and any governmental
regulatory body or law enforcement authority;

    

     

    
      Any other
matter that has resulted or might result in a material adverse change in
Unicorn’s financial condition or operations.

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      Corporate
Existence.
Maintain and preserve its corporate existence and all rights, privileges,
licenses, trade names, franchises, and other rights necessary for the conduct of
its business; conduct its business in an orderly manner, without voluntary
interruption; maintain its chief executive office in South Korea, where it is
now maintained; and maintain its corporate existence as a South Korean
corporation.

    

     

    
      Taxes and
Assessments. Pay
and discharge, before they become delinquent and before penalties accrue on
them, all taxes, assessments, and governmental charges on or against Unicorn or
any of its businesses, except to the extent and as long as the same are being
contested in good faith and by appropriate proceedings so as not to cause any
materially adverse effect on Unicorn’s financial condition.

    

     

    
      Insurance. Maintain public liability
and such other insurance as is reasonable and necessary consistent with normal
business practices in South Korea.

    

     

    ARTICLE
7

    EVENTS
OF DEFAULT 1 REMEDIES

     

    
      Events of
Default. The
occurrence of any of the following events shall constitute an Event of Default
under this Agreement:

    

     

    
      False
Representation or Warranty. Any representation or
warranty by either of the Parties in this Agreement or in any agreement,
instrument, or certificate executed under this Agreement or in connection with
any transaction contemplated by this Agreement is false or misleading in any
material respect when made.

    

     

    
      Judgments. Any material money judgment,
writ or warrant of attachment, or similar process is entered or filed against
either of the Parties or any of its properties or other assets and remains
unvacated, unbonded, or unstayed for a period of thirty (30) days or in any
event later than five days before the date of any proposed sale under the
judgment, writ, or warrant.

    

     

    
      Voluntary
Bankruptcy.
Either of the Parties (a) admits in writing its inability to pay its
debts when due; (b) makes an assignment for the benefit of creditors; (c)
applies for or consents to the appointment of any receiver, trustee, custodian,
or similar officer for any substantial part of its property; (d) institutes (by
petition, application, or otherwise) or consents to any bankruptcy, insolvency,
reorganization, arrangement, readjustment of debt, dissolution, liquidation, or
similar proceedings under the laws of any jurisdiction against such Party
herein; or (e) approves or adopts any resolution or otherwise authorizes action
to approve any of the foregoing.

    

     

    
      Involuntary
Bankruptcy.
Without the Party’s application or consent, (a) a receiver, trustee,
custodian, or similar officer is appointed for such Party or for any substantial
part of its property, or (b) any bankruptcy, insolvency, reorganization,
arrangement, readjustment of debt, dissolution, liquidation, or similar
proceedings under the laws of any jurisdiction is instituted (by petition,
application, or otherwise) against the Party and the appointment or proceedings
remain unstayed or undismissed for a period of 60 days.

    

     

    
      Material
Change. There is
a material adverse change in either Party’s business or financial
condition.

    

     

    
      Failure
to Perform Any Other Condition. Either Party fails to
perform any other condition or provision of this Agreement not specifically
referred to in this Article 8 and the failure continues for thirty (30) days
after notice of the failure is given by the other Party to the Defaulting
Party.

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      Remedies. Without limiting any rights
or remedies provided for elsewhere in this Agreement or any other instruments or
agreements executed in connection herewith, on the occurrence of an Event of
Default under article 8.1 above that remains uncured (provided that a reasonable
cure period is allowed) this Agreement shall automatically terminate. If
Champion is the Defaulting Party, then Champion shall immediately tender
possession and control of the Champion Cage to Unicorn.

    

     

    ARTICLE
8

    GENERAL
PROVISIONS

     

    
      Notices. Any notice or communication
required or permitted by this Agreement shall be deemed sufficiently given if in
writing and, if delivered personally, when it is delivered; if delivered
electronically through the Internet, when it is received; or, if delivered in
another manner, the earlier of when it is actually received by the Party to whom
it is directed or, if it is sent to the address listed below or to any other
address that the Party may designate for itself by notice given in accordance
with this section, when the period set forth below expires (whether or not it is
actually received):

    

     

    
      If
deposited with the post office, postage prepaid and addressed to the Party to
receive it as set forth below seven (7) days after such deposit as registered or
certified airmail; or

    

     

    
      If
accepted by Federal Express or a similar delivery service in general usage for
delivery to the address of the Party to receive it as set forth below, two (2)
days after the delivery time promised by the delivery
service.

    

     

    If to
Unicorn:

     

    3039-1,
saekdal-dong,seigwipo-city,Jeju, South Korea

     

    If to
Champion:

     

    Alameda
Dr. Carlos D’ Assumpcao No: 181-187 Centro Comerica, Brilhantismo 12 Andar T,
Macau, SAR.

     

    
      Successors
and Assigns. The
provisions of this Agreement shall bind and inure to the benefit of the Parties
and their respective successors and assigns, provided that Champion shall not
assign this Agreement or any of the rights, duties, or obligations, of Champion
under this Agreement without Unicorn’s prior written consent, which shall not be
unreasonably withheld. Unicorn acknowledges that Champion intends to complete a
public listing of their businesses on an international stock exchange. Unicorn
represents and warrants without Champion’s consent, which shall not be
unreasonably withheld, Unicorn shall not further assign or transfer this
Agreement.

    

     

    
      Counterparts. This Agreement maybe
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute a single agreement. Facsimile
signatures shall be deemed originals for all purposes.

    

     

    
      Entire
Agreement. This
Agreement represents the entire agreement between the parties with respect to
the subject matter hereof, and all prior agreements or understandings relating
hereto, written or oral, are superseded hereby.

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      Modification. This Agreement may not be
orally canceled, changed, modified or amended, and no cancellation, change,
modification or amendment shall be effective or binding unless in writing and
signed by all the parties hereto.

    

     

    
      Termination. Either party shall have the
right to terminate this Agreement immediately, without further liability or
obligation of any kind whatsoever, in the event that dishonesty, gross
negligence or willful malfeasance is found.

    

     

    Governing Law and
Jurisdiction.

     

    
      This
Agreement shall be governed by and construed in accordance with the laws of
Korea without giving effect to the conflict of laws principles
thereof.

    

     

    
      Any
dispute, controversy or claim arising out of or in connection with this
Agreement (“Dispute”) shall be first submitted to non-binding mediation in a
venue and forum agreeable to both Parties. If the Parties are unable to reach a
resolution of the Dispute through mediation, then the Dispute shall be submitted
to the exclusive jurisdiction of the Seoul Central District Court located in
Seoul, Korea as the court of first instance.

    

     

    
      Severability. If any provision of this
Agreement shall for any reason be held invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions hereof shall
not be affected or impaired thereby. In such event, the parties hereto agree
that the provisions of this Agreement shall be modified and reformed so as to
give effect to the original intent of the parties as closely as possible with
respect to the provision that has been held invalid, illegal or
unenforceable.

    

     

    
      Headings. The headings contained in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.

    

     

    
      Confidentiality. Each Party shall treat all
non-public information received from the other Parties or any Affiliate (“Confidential Information”),
including the existence and contents of this Agreement, as confidential and
proprietary and shall not disclose any Confidential Information to any third
party, other than (i) to governmental authorities as required by any applicable
laws, rules or regulations (including applicable regulations of a securities
exchange) or judicial or administrative proceedings, (ii) as may be reasonably
necessary for the implementation, performance or enforcement of this Agreement,
or (iii) to advisors, lenders, purchasers or investors (or prospective lenders,
purchasers or investors) and consultants to, and Affiliates (including their
respective officers and employees), officers and employees of, such Party, who
are in each case bound by the same terms of confidentiality or by a duty not to
disclose to unauthorized parties, except for such information as may be publicly
available other than as a result of a breach of this Article 10. 10 by such
Party.

    

     

    Effective Date and
Term.

     

    
      This
Agreement shall be effective and produce effects from November 1, 2009 (“the
Effective Date”)

    

     

    
      This
Agreement shall continue until December 31, 2010 and shall be thereafter
automatically renewed annually unless earlier terminated as provided
herein.

    

     

    
      Either
party may terminate this agreement at any time by giving thirty days notice to
the other in writing.

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    ARTICLE
9

    ENTIRE
AGREEMENT AND LANGUAGE

     

    
      This
Agreement and Appendix I hereto set forth the entire understanding between
Champion and Unicorn and incorporate and supersede all prior agreements and
understandings with respect thereto. This Agreement may be amended by subsequent
writing signed by both parties.

    

     

    
      The
parties agree that the controlling language of this Agreement shall be English.
Each party fully understands this Agreement as written in the controlling
language of English.

    

     

    IN
WITNESS WHEREOF the parties to this Agreement have executed this Agreement by
their respective duly authorized officers on the day and year first above
written.

     

    
      
        	
                Unicorn
      Incorporation

              
	
                By:

              	
                Baek,
      Myung Chui

              
	 
      	
                President

              
	 
      	 
      
	 
      	
                   

              	
                

                  /s/
      Baek Myung
Chui  

                

              


      

    

    


    
      
        	
                Champion
      Lion Limited

              
	
                By:

              	
                For
      and on behalf of

              
	 
      	
                CHAMPION
      LION LIMITED

              
	 
      	 
      	 
      
	 
      	 
      	
                /s/ Leong Siak Hung

              
	 
      	 
      	
                Authorised
      Signature(s)

              


      

    


    
      
         


      

      
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    EXHIBIT
1

     

    Glossary
of Defined Terms

     

    Certain
important defined words, appearing with initial capital letters, when used in
the Agreement shall, unless the context otherwise indicates, have the meanings
specified in this Glossary. The singular shall include the plural and the
masculine gender shall include the feminine and neuter, and vice versa, as the
context indicates. Additional terms defined in the text of the Agreement or in
any Exhibits shall have the same definition for all purposes of the Agreement
unless otherwise indicated, notwithstanding that such additional terms are not
defined in this Glossary.

     

    “Affiliate” means, when used
with reference to a specified Person, (i) any Person who directly or indirectly
controls or is controlled by or is under common control with the specified
Person, (ii) any Person who is an officer of, partner in or trustee of, or
serves in a similar capacity with respect to, the specified Person or of which
the specified Person is an officer, partner or trustee, or with respect to which
the specified Person serves in a similar capacity, and (iii) any Person who,
directly or indirectly, is the beneficial owner of 5% or more of any class of
equity securities of or other ownership interests in the specified Person or of
which the specified Person is directly or indirectly the owner of 5% or more of
any class of equity securities or other ownership interests.

     

    “Agreement” means this VIP Gaming Promotion
Agreement, as originally executed and as amended and restated from time
to time, as the context requires, and words such as “herein,” “hereinafter,”
“hereof,” “hereby,” and “hereunder,” when used with reference to this Agreement,
refer to the Agreement as a whole, unless the context otherwise
requires.

     

    “Cash Chips” means gaming
chips provided by Unicorn that can be circulated and used as cash on any gaming
tables in the Casino. The exchange currency for the Cash Chips shall be Korean
Won or such other currency as the parties mutually agree.

     

    “Casino” means the gaming
facility and VIP Gaming Rooms located in the Hyatt Regency Jeju Hotel and
operated pursuant to applicable Legal Requirements.

     

    “Chip Turnover” means the
total value of all gaming chips that are wagered within the Casino.

     

    “Default” means the failure of
a Party to fully and faithfully perform its obligations under this Agreement,
including any representations, warranties or covenants or indemnification
obligations, after the expiration of such period, if any, as may be expressly
provided for the cure of a breach or default of the applicable obligation; provided, however, if no
cure period is expressly provided, then a “Default” shall be deemed to
have occurred upon any breach or default of the obligation for which no cure
period is expressly stated.

     

    “Defaulting Party” means a
Party who is in Default as a result of a failure to fully and faithfully perform
any obligations or duties under this Agreement.

     

    “Legal Requirements” means all
laws, statutes, ordinances, orders, rules, regulations, permits, licenses,
authorizations, directions and requirements of all governments and governmental
authorities, which now or in the future may be applicable to the Parties and the
operation of the Casino.

     

    “Party” means Unicorn or
Champion or any other Person who becomes bound by or a signatory to this
Agreement, and the term “Parties” means and refers to
more than one Party, as the context provides.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    “Person” means any individual,
partnership, corporation, limited liability company, trust or other
entity.

     

    “Rolling Chips” means a
particular set of chips distributed by Unicorn to Champion for the exclusive use
of Champion’s VIP players on specifically designated VIP gaming tables in the
Casino. The Rolling Chips cannot be exchanged for cash, cheques, cash chips or
other cash equivalents. The exchange currency for the Rolling Chips shall be
Korean Won or such other currency as the parties mutually agree.

     

    “Win/(Loss) Split” shall have
the meaning ascribed to it in Article 3.2 of this Agreement.


    
      
         


      

      
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    EXHIBIT
2

     

    Pro
Forma Profit Split



    
      
         


      

      
        13