Unassociated Document


    Exhibit 10.10

     


    GAMING
PROMOTER AGREEMENT

     

    This
Agreement is entered into on 9th November 2009 ("the execution date") by and
between

     

    MGM GRAND
PARADISE S.A., a company duly incorporated under the laws of the Special
Administrative Region of Macau, with registered office in Macau, at Avenida Dr.
SunYat Sen, Edifício MGM Grand Macau, registered with the Commercial Registry
Office under number 18972 (SO) herein represented by its Managing Director, Ms.
HO, PANSY CATILINA CHIU KING (hereinafter "MGPL"), and

     

    SOCIEDADE
PROMOÇAO DE JOGOS IAO POU LIMITADA, a company duly incorporated under the laws
of the Special Administrative Region of Macau, with registered office in Macau,
at Alameda Dr. Carlos d' Assumpçao 181 - 187, Edifício Centro Comercial do Grupo
Brilhantismo, 12°andar T, herein represented by its director ZHENG ANTING
(hereinafter "Gaming Promoter").

     

    WHEREAS:

     

    
      	
               
      

            	
              I.

            	
              MGPL
      is entitled to operate games of luck and chance and other games in casino
      in the jurisdiction of the Special Administrative Region of Macau of the
      People's Republic of China (hereinafter "Macau SAR"), pursuant to a
      Sub-Concession Contract entered into as of April 19th 2005 (hereinafter
      the "Sub-Concession Contract"), in the terms and conditions approved by
      the Government of Macau SAR;

            


    

     

    
      	
            	
              II.

            	
              MGPL
      wishes to retain the services provided by the Gaming Promoter, acting as
      an independent contractor, for the purpose of the Gaming Promoter
      procuring, directing and recommending customers and patrons to the Casino
      located at the Hotel – Resort – Casino complex designated "MGM Grand
      Macau", located in the Nam Van district, NAPE, Macau Peninsula, Macau SAR
      (hereinafter the "MGM Grand Macau
Casino");

            


    

     

    
      	
            	
              III.

            	
              Gaming
      Promoter is entitled to conduct activities of promotion of games of luck
      and chance in casino in Macau SAR pursuant to the License no. E232, issued
      by the Gaming Inspection and Coordination Bureau of the Government of
      Macau SAR (hereinafter, "DICJ") on 16th Oct
  2009;

            


    

     

    NOW
THEREFORE, for and in consideration of the foregoing recitals and the mutual
agreements hereinafter set forth, MGPL and Gaming Promoter hereby agree to act
in good faith and to abide by the following provisions:

     

    Clause
1

    GENERAL
DUTIES OF GAMING PROMOTER

     

    
      	
               
      

            	
              1.

            	
              Gaming
      Promoter shall serve as an independent contractor for MGPL with the
      primary responsibility of procuring, directing and recommending gaming
      patrons to MGPL, notwithstanding the right of MGPL to accept or reject
      patrons to the MGM Grand Macau Casino recommended by the Gaming Promoter,
      at its sole discretion.

            


    

     

    
      	
               
      

            	
              2.

            	
              Gaming
      Promoter shall do the best endeavors so as to actively promote and market
      MGPL before gaming patrons, namely through the promotion of
      transportation, accommodation, meals and entertainment, and to undertake
      all related activities following the rules and regulations set up by
      MGPL.

            


    

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              3.

            	
              Gaming
      Promoter shall not serve as a gaming promoter or agree to provide the
      services set forth herein, whatever the definition under which such is
      agreed, for any other casinos in Macau during the term of this Agreement,
      without prior notice to MGPL, and agrees to disclose to MGPL any existing
      relationship with any other hotels or casinos in
  Macau.

            


    

     

    
      	
               
      

            	
              4.

            	
              Gaming
      Promoter shall not use the services of any other gaming promoter nor the
      services of any other gaming promoter's key employees or collaborators to
      fulfill the obligations under this
Agreement.

            


    

     

    
      	
               
      

            	
              5.

            	
              Gaming
      Promoter shall not solicit casino players from the main gaming floor
      and/or from other VIP Gaming areas of the MGM Grand Macau Casino or of any
      other casinos operated in the future by
MGPL.

            


    

     

    
      	
               
      

            	
              6.

            	
              Gaming
      Promoter shall act and take all measures necessary so as to ensure that
      all non-negotiable chips acquired remain within the property's gaming
      facilities and are wagered on the Gaming Promoter's designated tables
      only, and so as to ensure that no under the table betting is conducted by
      gaming patrons procured by Gaming
Promoters.

            


    

     

    
      	
               
      

            	
              7.

            	
              Gaming
      Promoter agrees to take all acts and measures necessary so as to ensure
      that Gaming Promoter's directors, key employees, collaborators and
      officers comply and act in accordance with all obligations incurred or
      assumed by Gaming Promoter under this
Agreement.

            


    

     

    
      	
               
      

            	
              8.

            	
              Gaming
      Promoter agrees to, at all moments, comply and act in accordance with all
      organizing and operating instructions, requests and principles established
      by MGPL and any other rules, regulations and procedures established by
      MGPL from time to time (including but not necessarily limited to internal
      controls and anti-money laundering
regulations).

            


    

     

    
      	
               
      

            	
              9.

            	
              Gaming
      Promoter agrees to submit to the prior approval of MGPL all marketing,
      advertising and promotional materials, including without limitation name
      cards, utilized and divulged by Gaming Promoter in relation to the
      activities conducted under this
Agreement.

            


    

     

    
      	
            	
              10.

            	
              In
      performing his/her activities under this Agreement, Gaming Promoter shall
      seek to meet MGPL's standards of quality and professionalism in the
      industry of gaming, hospitality and entertainment and shall refrain from
      any and all acts that might be detrimental to MGPL's image and reputation
      with patrons, customers and general
public.

            


    

     

    
      	
            	
              11.

            	
              Gaming
      Promoter agrees to immediately inform MGPL of: (i) the appointment of any
      Gaming Promoter's director, (ii) the engagement with any Gaming Promoter's
      key employee, and (iii) any transfer of shares representative of 5% or
      more of Gaming Promoter's corporate capital, in case Gaming Promoter is a
      company, occurred during the term of this
  Agreement.

            


    

     

    
      	
            	
              12.

            	
              Following
      the verification of any of the circumstances mentioned in (i), (ii) or
      (iii) of paragraph 11 above, Gaming Promoter further agrees to act so as
      to ensure that its new director, key employee or shareholder, as the case
      may be, is submitted for approval to a probity review background
      investigation conducted by MGPL.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    Clause
2

    FULL
COMPLIANCE WITH THE LAWS OF MACAU SAR

     

    
      	
               
      

            	
              1.

            	
              Gaming
      Promoter further agrees, represents and warrants to, at all moments,
      comply and act in accordance with all applicable laws, regulations and
      instructions set forth in the jurisdiction of Macau SAR (including but not
      necessarily limited to those concerning the activity of Gaming Promoters,
      gaming - industry, concession of credit, anti-money laundering or money
      collection, as the case may be).

            


    

     

    
      	
               
      

            	
              2.

            	
              Gaming
      Promoter agrees namely to comply with the following obligations, listed as
      an example only:

            


    

     

    
      	
               
      

            	
              a)

            	
              To
      submit, immediately after the date of signature of this Agreement, an
      application for junket licensing with the Macau Gaming Inspection and
      Coordination Bureau (hereinafter "DICJ"), as an independent Gaming
      Promoter (also known as "Gaming Promoter" or "Promoter de Jogo"), and to
      maintain the appropriate Gaming Promoter license issued by
      DICJ;

            


    

     

    
      	
               
      

            	
              b)

            	
              To
      approve and implement the appropriate internal rules and procedures for
      purposes of prevention of money laundering and financing of terrorism, to
      appoint a Compliance Officer in charge of the supervision and coordination
      of its implementation, to submit all necessary communications to DICJ in
      regard of the provided herein and to comply with any of its instructions
      or directives;

            


    

     

    
      	
               
      

            	
              c)

            	
              To
      supply MGPL with all currency transaction records between Gaming Promoter
      and patrons which are required by all anti-money laundering laws and
      regulations applicable, on the dates required to comply with the
      provisions therein or with any instructions or directives issued by MGPL's
      Compliance Officer;

            


    

     

    
      	
               
      

            	
              d)

            	
              For
      purposes of the previous paragraph, to submit to MGPL, on the 1st and 15th
      days of every month, all ROVE's (High Value Transaction Reports) filed
      during the previous 15-day period, and to submit to MGPL all RTS's
      (Suspect Transaction Reports) no later than the second day following
      completion of the transaction(s)
concerned,

            


    

     

    
      	
               
      

            	
              e)

            	
              To
      maintain complete and accurate records of transactions conducted by Gaming
      Promoter and by patrons procured by Gaming Promoter, to submit any such
      records to MGPL upon request by MGPL from time to time and to transfer to
      MGPL all such records upon expiry or termination of this Agreement for any
      reason whatsoever;

            


    

     

    
      	
               
      

            	
              f)

            	
              To
      supply MGPL, on a quarterly basis, in no circumstances later than the 15th
      day prior to the end of each quarter of the civil year, a nominative list
      including the names of: (i) Gaming Promoter's current directors, in case
      Gaming Promoter is a company; (ii) Gaming Promoter's current key
      employees; (iii) Gaming Promoter's current collaborators and (iv) any
      other officers or individuals currently performing work or services with
      Gaming Promoter;

            


    

     

    
      	
               
      

            	
              g)

            	
              To
      immediately communicate to MGPL any alteration to the list mentioned in f)
      above;

            


    

     

    
      	
               
      

            	
              h)

            	
              To
      supply MGPL, before November 1st of each year, a list containing the
      identification of the collaborators with whom the Gaming Promoter intends
      to operate for the following year, together with copies of the respective
      identification cards and the respective criminal record
      certificates;

            


    

     

    
      	
               
      

            	
              i)

            	
              Prior
      to the issuance by MGPL of any checks or wires for payment of win-prizes
      due to any patron procured by Gaming Promoter, to provide validated
      identification of patron, so as to allow MGPL to confirm patron's
      legitimacy to being paid the prize;

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              j)

            	
              To
      ensure that Gaming Promoter's directors, key employees and collaborators
      carry the identification badge provided by MGPL, while circulating within
      the casino facilities in the exercise of their
  functions;

            


    

     

    
      	
               
      

            	
              k)

            	
              To
      inform MGPL immediately of any suspected criminal activities or money
      laundering activities by the Gaming Promoter's partners, employees or
      customers;

            


    

     

    
      	
               
      

            	
              l)

            	
              To
      inform MGPL immediately if Gaming Promoter cannot carry out part or all of
      the obligations set out in this
Agreement.

            


    

     

    Clause
3

    OBLIGATIONS
OF MGPL

     

    MGPL
hereby agrees to:

     

    
      	
               
      

            	
              a)

            	
              Provide,
      at MGPL's discretion, badges to be used by Gaming Promoter's designated
      employees strictly in connection with the services rendered by Gaming
      Promoter's employees hereunder and for no other purpose. Any other
      advertising or promotional material concerning MGPL desired by Gaming
      Promoter shall be submitted to MGPL for prior approval. No such
      advertising or promotional materials will be utilized without prior
      approval;

            


    

     

    
      	
               
      

            	
              b)

            	
              Provide
      fully furnished and completed VIP gaming rooms which cannot be
      structurally or physically changed with decoration by Gaming Promoter
      without prior approval by MGPL;

            


    

     

    
      	
               
      

            	
              c)

            	
              Grant
      access to MGPL's VIP Casino to Gaming Promoter's designated employees and
      patrons;

            


    

     

    
      	
               
      

            	
              d)

            	
              Maintain
      complete and accurate records of all transactions between Gaming Promoter
      and MGPL.

            


    

     

    Clause
4

    MUTUAL
COVENANT

     

    Both
parties represent and warrant that Gaming Promoter has neither paid, agreed to
pay, nor will pay any sums or any other consideration to any director, officer,
employee, agent or other representative of MGPL in connection with this
Agreement, nor has any such payment or agreement for payment been requested or
solicited by any such director, officer, employee, agent or other
representative. Gaming Promoter hereby acknowledges that any such payment or
agreement would constitute a serious breach of MGPL strict and solid policies,
and that this representation and warranty constitutes a material inducement upon
which MGPL is relying in entering into this Agreement.

     

    Clause
5

    AUTHORITY
OVER GAMES AND PREMISES

     

    
      	
               
      

            	
              1.

            	
              MGPL
      shall have the right to make all operational decisions pertaining to any
      games.

            


    

     

    
      	
               
      

            	
              2.

            	
              MGPL
      shall have the right to ask Gaming Promoter to remove any employee or
      patron, brought to MGPL by Gaming Promoter, from the gaming premises, at
      the sole discretion of MGPL.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    Clause
6

    COMPENSATION
TERMS

     

    Gaming
Promoter will be compensated in accordance with the terms and conditions set
forth in Appendix I (Compensation Terms), attached hereto, and any alterations
thereof. It is understood and agreed that Appendix I may be amended by MGPL from
time to time and in its sole discretion. Any such amendment(s) will be effective
5 (five) days after notice is given to Gaming Promoter.

     

    Clause
7

    INDEPENDENT
CONTRACTOR

     

    In
entering into this Agreement, the Gaming Promoter acknowledges and agrees that
Gaming Promoter's services will be provided to MGPL as an independent contractor
only, and not as an employee. Gaming Promoter is thus not and will not claim to
be, an employee of MGPL or its affiliate corporations under this Agreement and
Gaming Promoter shall not be entitled to receive any of the statutory or
contractual benefits typically provided to employees of MGPL or its affiliates.
Gaming Promoter represents and warrants that the execution or performance of
this Agreement does not constitute a breach of any other agreement or obligation
for Gaming Promoter's services. Gaming Promoter shall not have, and shall not
represent as having, any authority to make contracts in the name of or binding
on MGPL casino, or its affiliates or to pledge MGPL credit or to extend credit
in the MGPL name unless otherwise expressly and specifically authorized in
writing by MGPL.

     

    Clause
8

    CONFIDENTIAL
INFORMATION AND RESTRICTIVE COVENANTS

     

    
      	
               
      

            	
              1.

            	
              All
      information regarding patrons and the business affairs of MGPL, including
      but not limited to, all gaming or hotel operations, related data, figures,
      projections, estimates, agreements, customer lists, and accounting
      procedures shall be considered and kept as private and confidential.
      Gaming Promoter shall keep forever confidential and not divulge to any
      third party any such gaming or hotel information regarding the customers
      or business affairs of MGPL. This provision shall survive the termination
      of this Agreement.

            


    

     

    
      	
               
      

            	
              2.

            	
              Gaming
      Promoter acknowledges that any breach, violation or evasion of any of the
      terms of this Clause will result in immediate and irreparable injury and
      harm to MGPL, and will cause damage to MGPL in amounts that are difficult
      to ascertain and that cannot be precisely measured. Accordingly, Gaming
      Promoter agrees and acknowledges that in the event of any action or
      omission by the Gaming Promoter that results in or may tend to cause the
      unauthorized or improper disclosure of any confidential information, MGPL
      shall, in addition to any other rights or remedies at law or in equity, be
      entitled to obtain immediate injunctive relief enjoining such conduct on
      the part of Gaming Promoter, prohibiting Gaming Promoter from further
      using the confidential information, and requiring the immediate return of
      all such confidential information. Gaming Promoter shall further reimburse
      MGPL for all of the damages, costs, and expenses, including without
      limitation, reasonable attorney’s fees, that MGPL may sustain in
      connection with efforts to enforce this provision, or as a result of any
      unauthorized disclosure of confidential information by the Gaming
      Promoter.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    Clause
9

    PRIVILEGED
LICENSE BUSINESS

     

    Gaming
Promoter acknowledges that MGPL casino is a business existing pursuant to a
Sub-Concession Contract entered into under the approval by the governmental
authorities of Macau SAR. If MGPL is directed to cease doing business with
Gaming Promoter by any such authority, or if MGPL, in good faith, believes that
the Gaming Promoter, or any of its employees or agents, is engaged in any
activities which jeopardize MGPL privileged contractual position, MGPL shall
have the right to terminate this Agreement by written notice to Gaming Promoter
without further liability. Gaming Promoter acknowledges that as a result of MGPL
holding a gaming sub-concession, MGPL is required to conduct appropriate due
diligence inquiries. Gaming Promoter agrees to cooperate as reasonably necessary
in MGPL's inquiry in this regard, and should the results of such due diligence
inquiry be unsatisfactory to MGPL, it shall have the right to terminate this
Agreement upon notice and without any further liability.

     

    Clause
10

    INDEMNIFICATION

     

    The
Gaming Promoter agrees to indemnify and hold harmless MGPL, its affiliates and
subsidiaries and their respective directors, officers, employees, agents and
representatives against any and all claims, demands, damages, actions or
liabilities arising from the Gaming Promoter's performance of this Agreement or
any unlawful or negligent acts of the Gaming Promoter or its employees, agents
or representatives.

     

    Clause
11

    NON-ASSIGNMENT

     

    
      	
               
      

            	
              1.

            	
              This
      Agreement and any rights or obligations hereunder may in no circumstances
      be assigned, delegated, or otherwise transferred by Gaming Promoter to a
      third party in whole or in part.

            


    

     

    
      	
               
      

            	
              2.

            	
              Any
      attempts to so assign, delegate, or transfer this Agreement or any rights
      or obligations hereunder without such consent shall be null and void and
      of no force and effect.

            


    

     

    Clause
12

    EFFECTIVE
DATE AND TERM

     

    
      	
               
      

            	
              1.

            	
              This
      Agreement shall be effective and produce effects from 16th November 2009
      ("the Effective Date").

            


    

     

    
      	
               
      

            	
              2.

            	
              This
      Agreement shall continue until 31st December 2009 and shall be thereafter
      automatically renewed for periods of one year, corresponding each renewal
      period to the civil year period (January 1st  - December 31st ),
      unless earlier terminated as provided
herein.

            


    

     

    
      	
               
      

            	
              3.

            	
              Should
      the Gaming Promoter's license or any of its renewals or the authorization
      to Gaming Promoter's registration be denied, refused or revoked by DICJ,
      for whatever motive or reason, this Agreement shall automatically become
      null and void.

            


    

     

    Clause
13

    TERMINATION

     

    
      	
               
      

            	
              1.

            	
              Either
      party may terminate this Agreement at any time without cause, upon thirty
      (30) days advance written notice to the other
  party.

            


    

     

    
      	
               
      

            	
              2.

            	
              MGPL
      shall have the right to terminate this Agreement immediately, without
      further liability or obligation of any kind whatsoever, in the event
      that:

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              a)

            	
              Dishonesty,
      gross negligence or willful malfeasance is found in the performance of
      Gaming Promoter duties and obligations, or Gaming Promoter commits a
      material breach of any of the terms of this Agreement or of any other
      agreement currently entered into or to be entered into by and between
      Gaming Promoter and MGPL;

            


    

     

    
      	
               
      

            	
              b)

            	
              MGPL
      determines that continuation of this Agreement may have a materially
      adverse affect upon the relationship between MGPL, any of its principal
      shareholders or its affiliates and any government
  agency;

            


    

     

    
      	
               
      

            	
              c)

            	
              In
      case a minimum amount of chips purchase per month is provided in Appendix
      I to this Agreement, that minimum amount of chips purchase is not achieved
      by Gaming Promoter;

            


    

     

    
      	
               
      

            	
              d)

            	
              Any,
      of the Persons mentioned in (i), (ii) or (iii) of paragraph 11 of Clause 1
      above is not approved by MGPL, following the probity review background
      investigation conducted by MGPL pursuant to paragraph 12 of Clause 1
      above.

            


    

     

    Clause
14

    NOTICE

     

    Any
notice required or permitted to be given pursuant to this Agreement shall be in
writing and be deemed given when personally delivered or seventy-two (72) hours
after being deposited in the Macau mail, postage prepaid, addressed as
follows:

     

    
      
        
          
            	
                    Notice
      to MGPL

                  	 
      	
                    Legal
      Department

                    Avenida
      Dr. Sun Yat Sen

                    Edificío
      MGM Grand Macau, s/n

                    Macau

                  
	 	 	 
	
                    Notice
      to Gaming Promoter:

                  	 
      	
                    ZHENG
      ANTING

                    Alameda
      Dr. Carlos d' Assumpçao 181-187

                    Edifício
      Centro Comercial do Grupo Brilhantismo,

                    12°
      andar T

                    Macau

                  


          

        

      

    

          

    Clause
15

    GOVERNING
LAW AND JURISDICTION

     

    This
Agreement shall be governed by and construed in accordance with the laws of
Macau SAR. Any dispute arising out of or relating to the execution, performance
or interpretation of this Agreement shall be submitted to the jurisdiction of
Macau SAR, with exclusion of any other jurisdiction.

     

    Clause
16

    ENTIRE
AGREEMENT AND LANGUAGE

     

    
      	
               
      

            	
              1.

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

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.

            	
              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. If required by the courts of Macau SAR,
      the parties agree that MGPL may, at its option, obtain either a Portuguese
      or Chinese translation of fris
Agreement.

            


    

     

    IN
WITNESS WHEREOF the Parties have caused this Agreement to be duly executed in
three originals, duly signed and initialed by both parties in the presence of
each other.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  MPGL

                                                	 
      	
                                                  GAMING
      PROMOTER

                                                
	 
      	 
      	 
      
	
                                                  /s/
      Pansy Ho

                                                	 
      	
                                                  /s/
      Zheng Anting

                                                
	
                                                  Pansy
      Ho, Managing Director

                                                	 
      	
                                                  ZHENG
      ANTING, Director

                                                
	 
      	 
      	 
      
	 	 
      	 
      	 
      
	
                                                  Print
      Name

                                                	 
      	
                                                  Print
      Name

                                                
	 
      	 
      	 
      
	 	 
      	 
      	 
      
	
                                                  Date

                                                	 
      	
                                                  Date

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    APPENDIX
I

    COMPENSATION
TERMS

     

    This
Appendix I (Compensation Terms) is made between MGPL and Gaming Promoter and
shall add to and form an integral part of the Gaming Promoter Agreement, signed
and executed by the parties, which terms and conditions shall apply to this
Appendix unless otherwise stated herein.

     

    Clause
1

    CHIPS
PURCHASE

     

    Gaming
Promoter chips purchase transactions shall be recorded using the MGPL
Compensation Program selected by Gaming Promoter as provided below.

     

    Clause
2

    DEDICATED
ROOM(S)

     

    
      	
               
      

            	
              1.

            	
              MGPL
      shall allocate to Gaming Promoter the Gaming Room(s) identified in
      Appendix 1A herein attached, forming an integral part of this
      Appendix.

            


    

     

    
      	
               
      

            	
              2.

            	
              MGPL
      is entitled to withhold the necessary amounts from the Gaming Promoter's
      compensation at settlement to repair any damage done to the Gaming Room(s)
      and/or furnishings assigned to the Gaming
  Promoter.

            


    

     

    Clause
3

    COMPENSATION

     

    
      	
               
      

            	
              1.

            	
              Gaming
      Promoter joins the following compensation
  program:

            


    

     

    Revenue
Sharing with Rolling Chips Bonus Program

     

    
      
        
          
            	
                    Monthly Rolling

                    Chip(HKD$)

                  	 	
                    Revenue Sharing(%

                    on Win/Loss)

                  	 	 	
                    Rolling Chip Bonus

                    (% on Rolling

                    Chips)

                  	 	 	
                    Complimentary

                    Credits (% on

                    Rolling Chips)

                  	 	 	
                    Special Comps

                    Reward(HKD$)

                  	 
	
                    1,000,000,000.00

                  	 	 	40.00	%	 	 	0.110	%	 	 	0.060	%	 	 	100,000.00	 
	
                    3,000,000,000.00

                  	 	 	40.00	%	 	 	0.130	%	 	 	0.060	%	 	 	100,000.00	 
	
                    4,500,000,000.00

                  	 	 	40.00	%	 	 	0.140	%	 	 	0.060	%	 	 	100,000.00	 
	
                    6,000,000,000.00

                  	 	 	40.00	%	 	 	0.150	%	 	 	0.060	%	 	 	100,000.00	 
	
                    8,000,000,000.00

                  	 	 	40.00	%	 	 	0.160	%	 	 	0.060	%	 	 	100,000.00	 
	
                    10,000,000,000.00

                  	 	 	40.00	%	 	 	0.170	%	 	 	0.060	%	 	 	100,000.00	 
	
                    15,000,000,000.00

                  	 	 	40.00	%	 	 	0.180	%	 	 	0.060	%	 	 	100,000.00	 


          

        

      

    

    


    
      	
               
      

            	
              2.

            	
              In
      the event that the total amount of the Monthly Rolling Chip is inferior to
      1,000,000,000.00 HKD$, Gaming promoter shall receive a Revenue Sharing at
      40%, Complimentary Credits at 0.060% and no Rolling Chip
      Bonus.

            


    

     

    
      	
               
      

            	
              3.

            	
              In
      the event that the Revenue represents a loss, the Gaming Promoter shall
      pay the amount equivalent to 40% (forty percent) of the loss to MGPL; MGPL
      shall be entitled to withhold from the Gaming Promoter's compensation at
      settlement any amounts outstanding.

            


    

     

    
      	
               
      

            	
              4.

            	
              Calculation
      of all amounts provided herein shall be based solely on the records kept
      by MGPL, in relation to the Revenue generated by patrons procured by
      Gaming Promoter, save for manifest
error.

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              5.

            	
              All
      compensation terms, percentages and amounts provided herein are subject to
      any restrictions, conditions or limitations that might be imposed from
      time to time by the Government of Macau
SAR.

            


    

     

    Clause
4

    DATES OF
PAYMENT

     

    MGPL
shall calculate revenue sharing or commission amounts, bonus and complimentary
credits earned by Gaming Promoter on a monthly basis, on the last day of the
month in which the compensation was earned. MGPL will pay sums due to Gaming
Promoter by the second (2nd) business day of the following month.

     

    Clause
5

    USAGE OF
COMPLIMENTARY CREDITS AND SPECIAL COMPLIMENTARY REWARDS

     

    
      	
               
      

            	
              1.

            	
              Complimentary
      credits and special complimentary rewards will be granted towards any MGPL
      hotel, food and beverage expenses purchased by Gaming
      Promoter.

            


    

     

    
      	
               
      

            	
              2.

            	
              Use
      of complimentary credit and special complimentary rewards towards other
      services outside of MGPL casino will not be allowed, unless otherwise
      permitted at the sole discretion of
MGPL.

            


    

     

    
      	
               
      

            	
              3.

            	
              Complimentary
      credit and special complimentary rewards may only be used Gaming Promoter
      in favor of Gaming Promoter, any of its shareholders, directors, key
      employees or collaborators or any patron procured by Gaming Promoter, and
      may in no circumstances be assigned or transferred, whether on onerous or
      gratuitous terms, by Gaming Promoter to any third
  party.

            


    

     

    
      	
               
      

            	
              4.

            	
              Any
      unused portion of the complimentary credit earned by Gaming Promoter shall
      be forfeited at the end of the month following the month in which such
      complimentary credit is earned.

            


    

     

    
      	
               
      

            	
              5.

            	
              Any
      unused portion of the special complimentary reward shall be forfeited at
      the end of the month in which it is
issued.

            


    

     

    
      	
               
      

            	
              6.

            	
              Any
      expenses purchased by Gaming Promoter in excess of the amounts of
      complimentary credits and special complimentary rewards granted are
      payable to MGPL by Gaming Promoter.

            


    

     

    
      	
               
      

            	
              7.

            	
              MGPL
      shall be entitled to withhold from the Gaming Promoter's compensation at
      settlement any amounts outstanding pursuant to paragraph 6
      above.

            


    

     

    Clause
6

    TAXES

     

    
      	
               
      

            	
              1.

            	
              Gaming
      Promoter shall be responsible to pay the taxes due under Macau Law as
      provided by article 29 of Law
16/2001.

            


    

     

    
      	
               
      

            	
              2.

            	
              MGPL
      will withhold government taxes from the Gaming Promoter's compensation at
      settlement as required by the Macau government tax
    regulation.

            


    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    Clause
7

    CREDIT
LINE

     

    
      	
               
      

            	
              1.

            	
              During
      the execution of this Agreement, Gaming Promoter is entitled (as
      "Grantee") to a credit line granted by MGPL (as "Grantor"), in the
      substance of a revolving credit, against which credit draws may be
      requested by Gaming Promoter from time to time, in those terms and subject
      to any maximum limits to be determined at the sole discretion of
      MGPL.

            


    

     

    
      	
               
      

            	
              2.

            	
              Gaming
      Promoter agrees to submit in writing to MGPL the full identification of
      Gaming Promoter's representatives authorized to act on behalf of Gaming
      Promoter when applying to any credit draws before
  MGPL.

            


    

     

    
      	
               
      

            	
              3.

            	
              The
      aggregate amount of all credit draws granted during each month shall be
      paid by Gaming Promoter to MGPL on the last day of the month concerned or
      at settlement.

            


    

     

    
      	
               
      

            	
              4.

            	
              MGPL
      shall be entitled to withhold from the Gaming Promoter's compensation at
      settlement any amounts outstanding and arising from credit draws granted
      to Gaming Promoter pursuant to paragraphs 1, 2 and 3
  above.

            


    

     

    Clause
8

    NEGOTIABLE
INSTRUMENTS

     

    
      	
               
      

            	
              1.

            	
              Gaming
      Promoter accepts and agrees to be liable and responsible before MGPL for
      the payment in full of any debts arising from a purchase of chips
      conducted by any patron procured by Gaming Promoter against delivery of a
      check, bank draft, traveler check, any other negotiable instrument (any of
      which is hereinafter designated "negotiable instrument") or a wire
      transfer instruction, until such negotiable instrument is honored in full
      by the respective bank or credit
institution.

            


    

     

    
      	
               
      

            	
              2.

            	
              In
      the event that any negotiable instrument or wire transfer instruction
      delivered to MGPL is dishonored, in connection with a purchase of chips
      conducted whether by Gaming Promoter or by any patron procured by Gaming
      Promoter, the respective amounts shall be made immediately and fully
      payable by Gaming Promoter.

            


    

     

    
      	
               
      

            	
              3.

            	
              MGPL
      shall be entitled to withhold from the Gaming Promoter's compensation at
      settlement any amounts outstanding pursuant to the provided
      herein.

            


    

     

    Clause
9

    TERM AND
CONDITION

     

    The
effectiveness and validity of the provisions contained in this Appendix are
entirely conditioned to the effectiveness and validity of the Gaming Promoter
Agreement, and shall therefore be effective and deemed valid when and for as
long as the provisions of the Gaming Promoter Agreement are so, as provided
therein

     

    IN
WITNESS WHEREOF the Parties have caused this Amendment Agreement to Appendix I
of Gaming Promoter Agreement to be duly executed in three originals, duly signed
and initialed by both parties in the presence of each other.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  MPGL

                                                	 
      	
                                                  GAMING
      PROMOTER

                                                
	 
      	 
      	 
      
	
                                                  /s/
      Pansy Ho 

                                                	 
      	
                                                  /s/
      Zheng Anting

                                                
	
                                                  Pansy
      Ho, Managing Director

                                                	 
      	
                                                  ZHENG
      ANTING, Director

                                                
	 
      	 
      	 
      
	 	 
      	 
      	 
      
	
                                                  Print
      Name

                                                	 
      	
                                                  Print
      Name

                                                
	 
      	 
      	 
      
	 	 
      	 
      	 
      
	
                                                  Date

                                                	 
      	
                                                  Date

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    APPENDIX
1A

    


    
      
        
          
            	
                    Pit 39 Room 27

                  	 	
                    Pit 51 Room 22

                  
	
                    39BB01

                  	 	
                    51
      BB01

                  
	
                    39BB02

                  	 	
                    51
      BB02

                  
	 
      	 	
                    51
      BB03

                  
	 
      	 	
                    51
      BB05

                  
	 
      	 	
                    51
      BB06

                  
	 
      	 	
                    51.BB07

                  
	 
      	 	
                    51
      BB08

                  
	 
      	 	
                    51
      BB09

                  
	 
      	 	
                    51
      BB10

                  
	 
      	 	 
      


          

        

      

    

    Chip Set
# 12


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    This
Agreement is entered into on 9th November 2009 ("the execution date") by and
between

     

    MGM GRAND
PARADISE S.A., a company duly incorporated under the laws of the Special
Administrative Region of Macau, with registered office in Macau, at Avenida Dr.
SunYat Sen, Edifício MGM Grand Macau, registered with the Commercial Registry
Office under number 18972 (SO) herein represented by its Managing Director, Ms.
HO, PANSY CATILINA CHIU KING (hereinafter "MGPL"), and

     

    SOCIEDADE
PROMOÇAO DE JOGOS IAO POU LIMITADA, a company duly incorporated under the laws
of the Special Administrative Region of Macau, with registered office in Macau,
at Alameda Dr. Carlos d' Assumpçao 181 - 187, Edifício Centro Comercial do Grupo
Brilhantismo, 12°andar T, herein represented by its director ZHENG ANTING
(hereinafter "Gaming Promoter").

     

    WHEREAS:

     

    
      	
               
      

            	
              I.

            	
              MGPL
      is entitled to operate games of luck and chance and other games in casino
      in the jurisdiction of the Special Administrative Region of Macau of the
      People's Republic of China (hereinafter "Macau SAR"), pursuant to a
      Sub-Concession Contract entered into as of April 19th 2005 (hereinafter
      the "Sub-Concession Contract"), in the terms and conditions approved by
      the Government of Macau SAR;

            


    

     

    


    
      	
            	
              II.

            	
              Gaming
      Promoter is entitled to conduct activities of promotion of games of luck
      and chance in casino in Macau SAR pursuant to the License no. E232, issued
      by the Gaming Inspection and Coordination Bureau of the Government of
      Macau SAR (hereinafter, "DICJ") on 16th, October
  2009;

            


    

     

    
      	
            	
              III.

            	
              Both
      parties wish to enter into an Agreement pursuant to and for purposes of
      paragraph 2 of Article 3 of Law 5/2004, of June 14th, of Macau SAR, in
      compliance with all legal requirements
  applicable;

            


    

     

    NOW
THEREFORE, for and in consideration of the foregoing recitals and the mutual
agreements hereinafter set forth, MGPL and Gaming Promoter hereby agree to act
in good faith and to abide by the following provisions:

     

    Clause
1

    AUTHORIZATION
TO EXTEND CREDIT

     

    
      	
               
      

            	
              1.

            	
              Pursuant
      to this Agreement, Gaming Promoter is authorized to conduct credit
      extension activities at MGPL casino for games or individual
      betting.

            


    

     

    
      	
               
      

            	
              2.

            	
              The
      activities of games promotion and credit extension shall be allowed only
      in the location(s) as specifically authorized by
  MGPL.

            


    

     

    
      	
               
      

            	
              3.

            	
              The
      credit extension activities mentioned above shall be conducted by the
      Gaming Promoter at his/her own
name.

            


    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    Clause
2

    COVENANTS

     

    
      	
               
      

            	
              1.

            	
              Gaming
      Promoter agrees, represents and warrants to, at all moments, comply and
      act in accordance with all applicable laws, regulations and instructions
      set forth in the jurisdiction of Macau SAR relevant to Gaming Promoter's
      activity (including but not necessarily limited to those concerning the
      activity of Gaming Promoters, concession of credit and anti-money
      laundering, as the case may be).

            


    

     

    
      	
               
      

            	
              2.

            	
              Gaming
      Promoter further agrees to act in accordance with all rules and procedures
      that may be implemented from time to time by
  MGPL.

            


    

     

    Clause
3

    NON-ASSIGNMENT

     

    
      	
               
      

            	
              1.

            	
              This
      Agreement and any rights or obligations hereunder may in no circumstances
      be assigned, delegated, or otherwise transferred by Gaming Promoter to a
      third party in whole or in part.

            


    

     

    
      	
               
      

            	
              2.

            	
              Any
      attempts to so assign, delegate, or transfer this Agreement or any rights
      or obligations hereunder shall be null and void and of no force and
      effect.

            


    

     

    Clause
4

    EFFECTIVE
DATE AND TERM

     

    
      	
               
      

            	
              1.

            	
              This
      Agreement is effective from 16th November 2009 ("the Effective
      Date").

            


    

     

    
      	
               
      

            	
              2.

            	
              This
      Agreement shall continue until 31st December 2009 and shall be thereafter
      automatically renewed for periods of one year, corresponding each renewal
      period to the civil year period (January 1st - December 31st), unless
      earlier terminated as provided
herein.

            


    

     

    
      	
               
      

            	
              3.

            	
              Should
      the Gaming Promoter's license or any of its renewals or the authorization
      to Gaming Promoter's registration be denied, refused or revoked by DICJ,
      for whatever motive or reason, this Agreement shall automatically become
      null and void.

            


    

     

    Clause
5

    TERMINATION

     

    Either
party may terminate this Agreement at any time without cause, with immediate
effects, upon written notice to the other party.

     

    Clause
6

    NOTICE

     

    Any
notice required or permitted to be given pursuant to this Agreement shall be in
writing and be deemed given when personally delivered or seventy-two (72) hours
after being deposited in the Macau trail, postage prepaid, addressed as
follows:

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Notice
      to MGPL

                              	 
      	
                                Legal
      Department

                              
	 
      	 
      	
                                Avenida
      Dr. Sun Yat Sen

                              
	 
      	 
      	
                                Edificío
      MGM Grand Macau, s/n

                              
	 
      	 
      	
                                Macau

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	
                    Notice
      to Gaming Promoter:

                  	 
      	
                    ZHENG
      ANTING

                  
	 
      	 
      	
                    Alameda
      Dr. Carlos d' Assumpçao 181-187

                  
	 
      	 
      	
                    Edifício
      Centro Comercial do Grupo Brilhantismo,

                  
	 
      	 
      	
                    12°
      andar T

                  
	 
      	 
      	
                    Macau

                  


          

        

      

       

      Clause
7

    

    GOVERNING
LAW AND JURISDICTION

     

    This
Agreement shall be governed by and construed in accordance with the laws of
Macau SAR. Any dispute arising out of or relating to the execution, performance
or interpretation of this Agreement shall be submitted to the jurisdiction of
Macau SAR, with exclusion of any other jurisdiction.

     

    Clause
8

    ENTIRE
AGREEMENT AND LANGUAGE

     

    
      	
               
      

            	
              1.

            	
              This
      Agreement sets forth the entire understanding between Gaming
      Promoter and MGPL and incorporates and supersedes all prior and
      contemporaneous agreements and understandings with respect thereto. This
      Agreement may only be amended by subsequent writing signed by both
      parties.

            


    

     

    
      	
               
      

            	
              2.

            	
              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. If required by the courts of Macau SAR,
      the parties agree that MGPL may, at its option, obtain either a Portuguese
      or Chinese translation of this
Agreement.

            


    

     

    IN
WITNESS WHEREOF the Parties have caused this Agreement to be duly executed in
three originals, duly signed and initialed by botch parties in the presence of
each other.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        MPGL

                                                      	 	
                                                        GAMING
      PROMOTER

                                                      
	 
      	 	 
      
	
                                                        /s/
      Pansy Ho 

                                                      	 	
                                                        /s/
      Zheng Anting

                                                      
	
                                                        Pansy
      Ho, Managing Director

                                                      	 	
                                                        ZHENG
      ANTING, Director

                                                      
	 
      	 	 
      
	 	 	 	 
	
                                                        Print
      Name

                                                      	 	
                                                        Print
      Name

                                                      
	 
      	 	 
      
	 	 	 	 
	
                                                        Date

                                                      	 	
                                                        Date

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    

      
        
           


        

        
          16