Exhibit 10.11

     

    


      THIS
IS AN ENGLISH TRANSLATION VERSION OF THE ORGINAL CONTRACT WRITTEN IN THE CHINESE
LANGUAGE. IF THERE IS ANY DISCREPANCY IN, MIS-INTERPRETATION IN, OMISSION IN,
CONFLICT WITH, VARIATION OR SUPPLEMENTAL TO THE ORIGINAL MEANING OF THE
CONTRACT, THE ORIGINAL CHINESE VERSION PREVAILS.

       

      Gaming
Promoter Contract

      


      Signed
between

      


      
        	
                (1)

              	
                Galaxy
      Casino SA, with registered office at Avenida da Praia Grande 409, China
      Law Building, 25th floor, Macau, and registration number 15066 with the
      Macau Business Registration Office (hereinafter called "Party
      A")

              


      

      


      
        	
                (2)

              	
                The
      individuals or companies referred to as Party B listed in Schedule 1 of
      this Contract (hereinafter called "Party
B")

              


      

      


      Preface

      


      
        	
                1.

              	
                Party
      A is the concessionaire of the operation of Games of Fortune or Chance or
      Other Casino Game, through the concession contract “License Contract of
      Macao Special Administrative Region for the Operation of Games of Fortune
      or Chance or Other Casino Games” (hereinafter "the First Contract") signed
      with the Government of the Macao Special Administrative Region
      (hereinafter referred to as "Macao Government") on June 26,
      2002.

              


      

      


      
        	
                2.

              	
                On
      December 19, 2002, Party A signed a “Revised License Contract of Macao
      Special Administrative Region for the Operation of Games of Fortune or
      Chance or Other Casino Games” with the Macau Government (hereinafter
      "Revised Contract").

              


      

      


      
        
          	
                  3.

                	
                  The
      First Contract and the Revised Contract are jointly referred to as
      "Concession Contract" in this
Contract.

                


        

      

      


      
        	
                4.

              	
                Party
      B is a Gaming Promoter and possesses a gaming promoter license with number
      as illustrated in Schedule 1, issued by the Gaming Inspection and
      Coordination Bureau (hereinafter “GICB” ) of the Macau Government under
      the administrative regulation no.
6/2002.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                5.

              	
                Both
      Parties herein have reached mutual understanding on the promotion business
      of the games of fortune of the Casino (hereafter “gaming promotion
      business”) and have together formed this Contract for
      execution.

              


      

      


      The
Contents

      


      Article
1              Games of Fortune Promotion Business

      


      
        
          	
                  1.

                	
                  In
      accordance with the terms of this
Contract:-

                


        

      

      
        
          	
                	
                  (i)

                	
                  Party
      A agrees Party B to conduct gaming promotion business within the Casino or
      gaming area of Party A’s
operation.

                


        

      

      
        	
              	
                (ii) 

              	
                Party
      B agrees to provide gaming promotion services to Party
  A

              


      

      


      
        	
                2.

              	
                Gaming
      promotion business refers to as during the validity of its gaming promoter
      license, Party B assists the Casino to make promotion to potential gaming
      patrons and to provide gamers with transportation, accommodation, food,
      entertainment and other convenience within the Hotel where the Casino is
      situated to conduct games of fortune, betting or other forms of gaming
      activities in return for commission or other compensation paid by Party A
      and Party B is responsible for all related
  expenses.

              


      

      


      
        	
                3.

              	
                In
      order for Party B to be able to promote the gaming promotion business,
      Party A permits Party B and its gaming patrons to exclusively use the VIP
      room (hereinafter “Exclusive VIP Room”) and gaming tables (hereinafter
      “Exclusive Gaming Tables”) as illustrated in Schedule 2. In addition to
      those people whom are declared not allowed to enter casinos by laws or by
      Party A; patrons of Party B may not be guaranteed to be allowed to bet in
      other exclusive VIP rooms of Party
A.

              


      

      


      Article
2              Responsibility

      


      
        	
                1.

              	
                Party
      A is responsible for the management and control of the operation of the
      Exclusive VIP Room, and has rights to decide from time to time the form of
      gaming and the number of gaming tables in operation according to the
      market condition and the turnover of the Exclusive VIP Room. Party A will
      from time to time review and decide the number of Exclusive VIP Gaming
      Tables, the operation and regulations of the Exclusive VIP Room and/or the
      method of calculation of dividend for profit sharing, in particular when
      there is change in market condition or when the Macau Government announces
      any guideline which will affect the operation of casinos, or announces any
      new law or legislation, Party A may decide to make amendment on specific
      terms of this Contract including but not limited to the increase or
      decrease in the number of Exclusive VIP Gaming Tables and the area for the
      VIP room and adjust the method of calculation of dividend for profit
      sharing.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                2.

              	
                Party
      B is responsible for getting and arranging patrons to play game in the
      Exclusive VIP Room and to provide convenience such as transportation,
      accommodation, food and
entertainment.

              


      

      


      Article
3              Exclusive Location and Gaming Tables

      


      
        	
                1.

              	
                Party
      B can choose the name of the Exclusive VIP Room from the list produced by
      Party A. When the name is agreed by Party A, Party A shall have it
      submitted to GICB for approval.

              


      

      


      
        	
                2.

              	
                The
      form of gaming for the Exclusive Gaming Tables is limited to Baccarat or
      other form of gaming approved by Party
A.

              


      

      


      
        	
                3.

              	
                (i)

              	
                In
      the Exclusive VIP Room, Party B shall have its exclusive cage, office,
      staff lounge (sharing with other users) and patrons lounge/dining area.
      Party B will also be allotted a number of car parking
      spaces.

              


      

      
        
          	
                	
                  (ii)

                	
                  Party
      A shall decide whether any alternations, maintenance, repairs, renovations
      etc. for all the compartments, decorations, installations of the
      facilities stated above. Party B is responsible for any required works for
      the cage and office; all other works shall only be done according to the
      designated plan approved by Party
A.

                


        

      

      
        
          	
                	
                  (iii)

                	
                  All
      decorations and fixtures of the Exclusive VIP Room is provided by Party A
      and delivered to Party B for its use on as if condition. Any costs for
      alternation, maintenance, repair and renovation in the future shall be for
      the expense of Party B and should be done according to the designated plan
      approved by Party A.

                


        

      

      
        
          	
                	
                  (iv)

                	
                  Ceiling,
      flooring and walls, basic decoration of the cage and office are provided
      by Party A; any other decorations, compartments and fixtures (including
      furniture, CCTV and all other equipments) and any expense for alternation,
      maintenance, overhaul and renovation in the future shall be borne by Party
      B.

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          	
                	
                  (v)

                	
                  For
      avoidance of doubt, not withstanding the fact that the related
      expense
      is borne by party B, all equipments and tools used within the exclusive
      VIP room including the above stated decorations, compartments, equipments
      and fixtures are all properties of Party A. Under no circumstance shall
      Party B raise any legal action on the ownership of these properties. Party
      B shall not install any burden and should return in good condition to
      Party A when Party B ceases the gaming promotion business in the Exclusive
      VIP Room.

                


        

      

      


      
        	
                4.

              	
                (i)

              	
                Party
      A provides the equipments and other facilities for the staff lounge and
      patrons lounge/dining area of the Exclusive VIP Room through central
      planning. Party A can deduct the related expenses from the monthly
      commission and designated compensation according to Article 4; and for the
      facilities provided for cage and office, if Party A has provided and Party
      B has used, the charges shall be paid by Party B according to the above
      mentioned terms.

              


      

      
        
          	
                	
                  (ii)

                	
                  Rent,
      utilities and air-conditioning charges of the Exclusive VIP Room shall be
      borne by party A

                


        

      

      


      
        	
                5.

              	
                For
      the management and service which Party A provides to the Exclusive VIP
      Room and for the car parking spaces (if any) allotted to Party B, Party B
      shall pay a monthly central administrative management fee. Party A will
      charge these two fees based on the market and the operation condition of
      Party B and adjustment will be made when
  necessary.

              


      

      


      Article
4              The Principle and Regulations of
Operation

      


      
        	
                1.

              	
                All
      patrons of Party B are entitled to bet on any gaming table using cashable
      chips (hereinafter called “Cash Chips”) provided by Party A. For the
      operation of the gaming promotion business of Party B, Party A shall allot
      exclusively to Party B and its gaming patrons a special set of
      non-negotiable gaming chips (hereinafter called “Dead Chips”). Dead Chips
      cannot be converted to cash or check or Cash Chips. Patrons of Party B can
      either use Cash Chips or Dead Chips to bet on Exclusive Gaming Tables, but
      the Dead Chips can only be used for betting on Exclusive Gaming Tables
      designated to Party B, settlement of both Cash Chip and Dead Chip shall be
      in Hong Kong currency.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                2.

              	
                Cash
      Chips must be purchased with equal value of Hong Kong cash Dollars. Dead
      Chips can be purchased with equal value of Hong Kong cash Dollars or Cash
      Chips. Party A will not accept any non pre-honoured bank draft or
      check.

              


      

      


      
        	
                3.

              	
                Party
      B shall be responsible for the credits of the Exclusive VIP Room or its
      gaming patrons or collaborators. Party B shall ensure these credits to be
      in accordance with the relevant laws and legislations, and to undertake
      the bad debts of these gaming patrons and
  collaborators.

              


      

      


      
        	
                4.

              	
                Party
      B can apply to Party A to impose or adjust any maximum and/or minimum
      betting limits to the Exclusive Gaming Tables subject to the contemplated
      approval of Party A.

              


      

      


      
        	
                5.

              	
                Gaming
      patrons of Party B can use both Dead Chips and Cash Chips to bet on the
      Exclusive Gaming Tables, should the patrons win, Party A will pay with
      Cash Chips (save that when the patrons’ betting were with Dead Chips).
      When the patrons stop gaming and request for gaming Cash Chips to
      converted to cash, Party A shall convert the balanced Cash Chips with cash
      or check

              


      

      


      
        	
                6.

              	
                Party
      B undertakes to promote the Exclusive VIP Room gaming promotion business
      with unreserved effort, keeping the turnover of the Exclusive VIP Room in
      a leading position within the industry. Party B also undertakes to
      purchase and maintain a certain amount of Dead Chips (i.e. rolling) from
      Party B according to the market condition. Party A can fix and adjust the
      monthly minimum amount of Dead Chips (hereinafter called “Minimum Rolling
      Amount”) which Party B is required to purchase. Should Party B not meet
      the minimum target, Party A shall review and establish the respective
      handling method. If this Contract is terminated on grounds as described in
      this subparagraph, Party B shall instantly lose the privilege to use the
      Exclusive VIP Room for gaming promotion business. Upon the instruction of
      Party A, Party B must leave the Exclusive VIP Room but still have to
      fulfill the responsibilities (should there be any) which party B has yet
      to fulfill before the termination of this
  Contract.

              


      

      


      
        	
                7.

              	
                At
      all times, Party B must maintain a certain amount of Dead Chips designated
      by Party A within the cage of the Exclusive VIP Room being basic operation
      Dead Chips. If the amount of these Dead Chips get lower than the
      designated amount Party A imposed, Party B shall have to make up for the
      short fall within 2 working days from the cut-off point at 6:00
      a.m.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                8.

              	
                Party
      B’s gaming promotion activities within the Casino are subject to Party A’s
      monitoring, in particular on Party B’s compliance of laws, legislations
      and the terms of this Contract. Pursuant to this, senior staff and
      designated staff or representatives of Party A can enter any part of the
      Exclusive VIP Room, including cage, office and staff lounge to check on
      the documents and records and to monitor the operation of the gaming
      promotion activities of Party B from time to time. On the request of Party
      A, Party B shall provide Party A with all information and documents
      related to Party B and relevant to its gaming promotion
      activities.

              


      

      


      
        	
                9.

              	
                Party
      A shall establish, amend and monitor the gaming rules and operation of the
      whole Casino (including those of the Exclusive VIP Room) which Party B and
      its employees, collaborators and gaming patrons must strictly follow and
      comply.

              


      

      


      
        	
                10.

              	
                Party
      A can impose guidelines, standard requirements, regulations and/or
      measures for security, integrity and safety for the whole Casino and
      amending them from time to time. Party B and its employees, collaborators
      and gaming patrons must strictly follow and
  comply.

              


      

      


      
        	
                11.

              	
                Pursuant
      to terms of this Contract, all matters that require the decision of Party
      A and regulations which are to be imposed by Party A, or any change of
      condition or regulations herein this Contract, shall be made in writing by
      Party A and serve to party B from time to
time.

              


      

      


      Article
5              Minimum Rolling Amount

      


      
        	
                1.

              	
                During
      the validity of this Contract, Party B undertakes that the monthly rolling
      figure for the Exclusive VIP Room will not be less than the Minimum
      Rolling Amount as agreed between Party A and Party
  B.

              


      

      


      Article
6              Remuneration

      


      
        	
                1.

              	
                According
      to this Contract, Party A agrees to pay Party B a monthly remuneration
      (hereinafter called “Designated Compensation”) as remuneration for Party B
      to provide gaming promotion activities and the commitment to comply with
      the terms of this Contract.  Details for the method of
      calculation of the Designated Compensation is listed in Appendix 1. The
      terms and conditions for food, ferry and room allowance (if any) shall be
      decided by Party A and adjustment will be made whenever
      necessary.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                2.

              	
                Except
      for the Designated Compensation, Party B shall have no rights to claim
      from Party A any expense or lost arisen from the gaming promotion
      activities and its operation.

              


      

      


      
        	
                3.

              	
                As
      required by the Macau Government, Party A shall withhold the taxation
      amount from the Designated Compensation and shall pay up punctually to, in
      accordance with the notice of, the Macau
  Government

              


      

      


      
        	
                4.

              	
                Party
      A shall have the rights to deduct from the Designated Compensation payable
      to Party B all charges in relation to the terms of this
      Contract.

              


      

      


      
        	
                5.

              	
                Party
      A agrees to pay the Designated Compensation to Party B after deduction of
      all the above mentioned charges within 5 working days after the monthly
      cut-off date for compensation
calculation.

              


      

      


      Article
7              Business Promotion

      


      
        	
                1.

              	
                Both
      Parties are to establish strategic plans on the business promotion
      activities for the Exclusive VIP Room together. Party B shall bear all
      relevant expenses.

              


      

      


      
        	
                2.

              	
                All
      arrangement of the promotion activities and the contents of advertising
      materials must be reviewed and approved by Party A before announcement or
      execution made.

              


      

      


      Article
8              Collaborators

      


      
        	
                1.

              	
                For
      the gaming promotion business, Party B may choose their own collaborators.
      The collaborators chosen by Party B should get prior approval from Party
      A. Should the collaborator is a company, Party B must provide to Party A
      documents and information relating to the collaborator’s company. The
      selection of collaborators, their number, qualifications and replacement
      are to be approved by the GICB save that the GICB has the absolute rights
      to disqualify the validity of the
collaborators.

              


      

      


      
        	
                2.

              	
                Party
      B shall equip collaborators according to the legislation regulation no.
      6/2002 in particular Article 17 to comply with the relevant legislative
      regulations and other requirements of Article
  17.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                3.

              	
                Party
      B shall be responsible for the commission, other compensation and related
      tax of the collaborators.

              


      

      


      
        	
                4.

              	
                Party
      B shall bear joint responsibility for the activities of and attitude
      demonstrated by its collaborators within the Casino and also bear joint
      responsibility for the compliance of applicable laws and legislations with
      its collaborators.

              


      

      


      Article
9              Employee

      


      
        	
                1.

              	
                In
      order to be in the gaming promotion business, Party B shall provide enough
      and qualified experience employees. All employees of Party B are subject
      to prior approval of Party A.

              


      

      


      
        	
                2.

              	
                Party
      B is prohibited from employing individuals who have been disqualified by
      the GICB, prohibited entry or prohibited to be employed by Casinos or have
      a criminal or other mis-conduct
records.

              


      

      


      
        	
                3.

              	
                Party
      B shall submit within the stated time limit a list consisting of employees
      which Party B considers as principal staff together with the information
      revelation sheet and declaration to GCIB in accordance with legislation
      no. 6/2002.

              


      

      


      
        	
                4.

              	
                When
      performing duty within the Casino, the employees of Party B are required
      to be in uniform. The impression of the uniform must match the relevant
      requirement and standard as laid down by Party A and must be reviewed and
      approved by Party A prior use. Party A shall have the rights to request
      Party B to change the design of the uniforms of its
    employees.

              


      

      


      
        	
                5.

              	
                Party
      B shall be responsible for the wages and welfare of all employees hired
      within the Exclusive VIP Room.

              


      

      


      
        	
                6.

              	
                Party
      B shall bear joint responsibility for the activities, behavior and
      abidance of the law of its employees within the
  Casino.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      Article
10            Individuals’ Staff Card and Business
Card

      


      
        	
                1.

              	
                Party
      B (or should Party B be a company, its directors, principal staff,
      collaborators and all individuals holding primary and secondary positions
      employed under Party B) must wear a staff card with a photo (of the owner
      of the card) issued by Party A. Should any of the above mentioned
      individuals be replaced or cease to be employed, Party B shall immediately
      return the staff card of these individuals to Party A for
      cancellation.

              


      

      


      
        	
                2.

              	
                The
      business card of Party B (or should Party B be a company, its directors,
      principal staff and collaborators) must be reviewed and approved by Party
      A before issuing and use. Party A has the rights at any time to request
      Party B to immediately stop using or to amend the business card (or should
      Party B be a company, those of its directors, principal staff and
      collaborators).

              


      

      


      Article
11            Gaming Promoter License must be
Valid

      


      
        	
                1.

              	
                Party
      B is responsible to maintaining the validity of its gaming promoter
      license, and is subject to the appropriate qualification review by GCIB
      under the requirement of legislation 26/2002 in particular Article 14.
      Party B must also maintain appropriate qualification in accordance with
      the relevant legislations, pass the character review imposed by Party A
      from time to time and conform to the other requests of Party A (if any) .
      Party B must inform Party A within 5 days after the renewal of its gaming
      promoter license, and submit a copy of the license and copies of the
      related documents to Party A.

              


      

      


      
        	
                2.

              	
                Should
      Party B be a company, Party B must strictly follow the following
      terms:

              


      

      


      
        
          	
                	
                  (i)

                	
                  The
      composition of partners, directors and shareholders (the members of
      shareholders must be traced to the legal persons) must obtain prior
      approval from Party A.

                


        

      

      
        
          	
                	
                  (ii)

                	
                  Party
      B must inform Party A prior to any change in the partnership, shareholder
      or shareholding structure (the members of shareholders must be traced to
      the legal persons), members, structure of the board of directors or the
      beneficial privileges of the company. Upon receiving Party A’s written
      consent and the approval of GCIB can the related changes then be effected.
      Party B must follow with the submission of the relevant documents in
      relation to the changes submit to GCIB and Party
  A.

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          	
                	
                  (iii)

                	
                  Before
      getting the written consent of GCIB and Party A, shareholders (trace
      to legal persons) directly or indirectly holding the shares of the company
      of Party B may not transfer through any means or set burden to the paid up
      investment and assets of the company of Party B; and shall not allow any
      third party or company to obtain such investment and assets by any means.
      Nor shall Party B transfer, take part in transferring or allow any
      transfer of the Company’s rights or its voting rights to any party outside
      of the known owners of rights of Party A.  Under no circumstance
      shall Party B allow, before getting prior approval of Party A, any person
      or company to exercise Party B’s voting rights or other Company’s rights;
      or to influence the decisions of the board of directors of Party B to
      participate, interfere, obstruct or manipulate the promotion business or
      the benefits derived from the promotion business of the Exclusive VIP
      Room.  Even after getting prior approval from Party A, Party B
      shall still file and deliver all the relevant documents of the approved
      and legal deeds to the GCIB and Party
A.

                


        

      

      
        
          	
                	
                  (iv)

                	
                  Before
      obtaining the written consent of Party A, Party B shall not amend any
      contract or Article of the company. Upon obtaining of the above mentioned
      approval, Party B is still required to submit within 15 days to GCIB and
      Party A all the approved amended contracts or documents of the
      company.

                


        

      

      
        
          	
                	
                  (v)

                	
                  The
      directors of Party B, upon gaining the knowledge of the existence of
      company agreements or shareholder agreements, should inform the GCIB and
      Party A by writing within 15 days the contents of these company agreements
      or shareholder agreements. In this connection, the directors of Party B
      shall ask the shareholders on a regular basis whether any such agreement
      exists.

                


        

      

      
        
          	
                	
                  (vi)

                	
                  The
      new directors or the shareholders holding 5% or more of the capital of the
      company or new principal employees of Party B must according to
      requirements of legislation no. 6/2002 be subject to appropriate
      qualification review. Only individuals and company that can fulfill the
      terms in Article 11 of this Contract and pass the above mentioned review
      process, may officially be the new shareholders or directors or principal
      employees of Party B.

                


        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      Article
12            Transfer of this Contract

      


      
        	
                1.

              	
                Except
      for the collaborators approved by Party A, Party B shall not through or
      permit a third party directly or indirectly operate, engage or participate
      whether wholly or partially, in the Exclusive VIP Room gaming promotion
      business. The collaborators may only assist Party B to promote gaming
      promotion business but may not replace Party B to operate the Exclusive
      VIP Room gaming promotion business.

              


      

      


      
        	
                2.

              	
                Unless
      with prior written consent from Party A, Party B may not transfer
      interest, rights (including but not limited to commission and other
      compensation obtained in connection with this Contract), responsibility or
      obligations, through any methods and means with or without compensation,
      wholly or partially to a third
party.

              


      

      


      
        	
                3.

              	
                Subject
      to approval granted by the Macau Government, should Party A transfer its
      Contract status to a third party, Party B has to accept such transfer, and
      continue to fulfill the obligations in this Contract, as if the third
      party being Party A in this Contract. When required, Party B must act
      according to the request of the third Party to amend and submit the
      Guarantee as mentioned in Article 15 herein, to assure that the third
      party being the beneficiary owner of the related
  Guarantee.

              


      

      


      Article
13            Concentration of Service

      


      Party B
(also on behalf of its related persons) undertakes to commit full devotion on
the promotion and operation of the business of the Exclusive VIP Room. Unless
upon written consent made by Party A, or unless specified in this Contract,
Party B and its related people who are already operating VIP room in other
Casinos, undertakes not to operate directly or indirectly any additional VIP
room in any casino in the Macau Special Administrative Region, or increase the
number of gaming tables of the existing promotion business operation, and to
cause its collaborators to comply with the same undertaking.

      


      Article
14            Confidentiality

      


      
        	
                1.

              	
                Except
      to organization permitted by laws or legislations; or as required by law,
      Party B (should Party B be a company, every shareholder and director, its
      employees and collaborators, and all individuals holding major and
      secondary positions under Party B) shall keep confidential the fact and
      information learnt during engagement to the gaming promotion business.
      This confidential obligation of the above mentioned people shall continue
      even after they have ceased their respective employment. Party B must
      ensure that this term of confidentiality be entirely maintained by all the
      above mentioned people.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                2.

              	
                This
      Contract and all documents provided for this Contract according to laws,
      are all confidential documents. Party B may only disclose their contents
      to a third party with prior written consent of Party A. Should the
      disclosure be required by an applicable law, Party B agrees to inform
      Party A in writing immediately when he first aware of the necessity. Party
      B undertakes that this term of confidentiality be complied by every
      individual who has the knowledge of the contents of this Contract and the
      above mentioned documents. Party B shall still fulfil this confidentiality
      term even after termination of this
Contract.

              


      

      


      Article
15            Guarantee

      


      
        	
                1.

              	
                Party
      A undertakes to fulfill all obligations of this Contact and also
      undertakes that should Party B can not fulfill the obligations of this
      Contract or when Party B can not fulfill the entirety of this Contract or
      part of the obligations leading the loss of Party A, Party B shall make
      compensation to Party A for such loss. Party B agrees to provide an
      undertaking in a form of written record as illustrated in Appendix 2 when
      signing this Contract, agreeing to Party A that when Party A suffers loss
      because of Party B’s not able to fulfill the obligations stipulated in the
      terms herein this Contract, Party A can deduct the amount of such loss
      from the commission and/or other compensation Party B should receive under
      the terms of this Contract. Party B agrees to maintain the above mentioned
      undertaking throughout the validity of this Contract until the expiry or
      termination of this Contract, whichever happens
  later.

              


      

      


      
        	
                2.

              	
                If
      Party B is a company, every shareholder or director when signing this
      Contract shall submit an undertaking to Party A as in Appendix 3, stating
      that Party B shall fully comply with all obligations of this Contract and
      bear the responsibility of compensating Party A should there be a loss to
      Party A caused by Party B not complying with all or part of the
      obligations of this Contract.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                3.

              	
                Party
      A may request Party B to provide a third party guarantee. This third party
      guarantee must be acknowledged by Party A. This third party shall submit
      the guarantee according to the requirements of Party A stating that
      compensation be made to Party A should Party B be not able to fulfill all
      or part of the obligations of this Contract leading to any loss of Party
      A.

              


      

      


      
        	
                4.

              	
                Party
      B agrees to pay a deposit to Party A and such amount shall be decided from
      time to time by Party A. Should Party B violate any terms of this
      Contract, or be required to pay penalty or compensation or indemnity,
      Party A shall have the right to unilaterally confiscate the deposit or
      deduct such penalty, compensation or indemnity amount from the Party B’s
      deposit. Simultaneously, Party B should, within the designated time frame,
      make repayment of the deducted amount to top up the deposit, maintaining
      the amount of deposit made to Party A at the designated time frame to be
      within the designated level. Should the shortage amount not being repaid
      on time, Party A can terminate this Contact
  accordingly.

              


      

      


      Article
16            Legal Obligations

      


      
        	
                1.

              	
                Besides
      fulfilling the obligations as required by legislation no. 6/2002 and other
      supplemental regulations, Party B is required to comply with and ensure
      that its collaborators and employees shall follow and comply with the
      following obligations:-

              


      

      
        	
              	
                (i) 

              	
                be
      subject to the supervision and monitoring of the
  GCIB;

              


      

      
        
          	
                	
                  (ii)

                	
                  comply
      with applicable laws and relevant regulations on gaming promoters, and to
      comply with the announcement and guidelines issued by the GCIB,

                


        

      

      
        	
              	
                (iii) 

              	
                be
      subject to the audit of the GCIB and Finance
  Department,

              


      

      
        
          	
                	
                  (iv)

                	
                  maintain
      all books and records of gaming promotion activities for the inspection of
      the GCIB and Finance Department, and to supply all data and information as
      may be required.

                


        

      

      
        
          	
                	
                  (v)

                	
                  to
      fulfill all contractual obligations undertaken, in particular those to
      gamers.

                


        

      

      
        
          	
                	
                  (vi)

                	
                  to
      comply with the requirement not to cause any damage to the organization of
      and the gaming promoters guidelines issued by Party A
  .

                


        

      

      
        
          	
                	
                  (vii)

                	
                  to
      fulfill the obligations as a result of entering into Contract with Party
      A.

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        
          	
                	
                  (viii)

                	
                  To
      edit and submit to Party A a list of personal identity information of
      Party B or all of its directors and shareholders (should Party B be a
      company), its collaborators and employees (including principal employees
      and/or employees serving primary and/or secondary posts) and to update
      such list on a regular basis. And to submit to Party A every 3 months or
      as required from time to time by Party A the latest I.D. information
      (including those required by legislative regulation no. 6/2002) and the
      identity information of the yearly selected collaborators and principal
      employees together with the employment contracts of the principal staff of
      Party B.

                


        

      

      
        
          	
                	
                  (ix)

                	
                  To
      submit immediately to Party A a set of all documents that have been
      submitted to the GCIB.

                


        

      

      


      Article
17            Party B’s Undetaking

      


      Party B
hereby makes undertaking to Party A as follows:

      


      
        
          	
                	
                  (i)

                	
                  Strictly
      comply and fulfill all the terms of this
  Contract.

                


        

      

      
        
          	
                	
                  (ii)

                	
                  Strictly
      comply with the laws of Macau and legislative regulations in particular
      with those which are related to gaming promoter, gaming promoter business
      operation and anti-money
laundry.

                


        

      

      
        
          	
                	
                  (iii)

                	
                  Strictly
      comply with all regulations, procedures and guidelines imposed by the GCIB
      and related Macau Government Departments, and those Party A made for the
      Casino, gaming promoters and gaming promotion business and to submit
      information or reports in relation to these regulations and guidelines
      (including be not limited to those for internal control and anti-money
      laundry).

                


        

      

      
        
          	
                	
                  (iv)

                	
                  Strictly
      comply with the gaming, operation, security, integrity and other related
      regulations and guidelines which Party A imposes for the Casino, Exclusive
      VIP Room and Exclusive Gaming
Tables.

                


        

      

      
        
          	
                	
                  (v)

                	
                  To
      apply for gaming promoter license and to renew the promoter license in
      accordance with the legislative regulation no. 6/2002, and to maintain the
      validity of the gaming promoter license accordingly to the
      laws.

                


        

      

      
        
          	
                	
                  (vi)

                	
                  To
      take all necessary market promotion measures, including providing the
      patrons transportation, food, accommodation and entertainment services,
      attracting the patrons to place bets within the Exclusive VIP Room and to
      undertake all the expenses incurred from all market promotion
      activities.

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        
          	
                	
                  (vii)

                	
                  To
      bear the costs for all maintenance and repair of all the equipments, and
      facilities regularly or as may be required by Party A at the Exclusive VIP
      Room.

                


        

      

      
        
          	
                	
                  (viii)

                	
                  To
      provide sufficient and relevant collaborators and employees to facilitate
      promotion and operation of the gaming promotion
  business.

                


        

      

      
        
          	
                	
                  (ix)

                	
                  To
      achieve the highest professional standard, not to damage the corporate
      image of Party A, and not to affect the gaming operation concession of
      Party A when promoting and operating gaming promotion business and other
      related activities.

                


        

      

      
        
          	
                	
                  (x)

                	
                  Unless
      agreed in writing by Party A, Party B may not use for
      other   purposes or disclose to any third party the
      information contained in the list of patrons introduced by Party
      B.

                


        

      

      
        
          	
                	
                  (xi)

                	
                  Will
      only perform gaming promotion business within the area designated by Party
      A, definitely shall not directly or indirect urge gaming patrons within
      the Casino’s mass market hall or other gaming areas, or any patrons not of
      Party B or collaborators of Party B to bet in the Exclusive VIP Room, and
      ensure that the employees and patrons of Party B will not cause
      disturbance within the premises and designated area affecting Party A or
      the business operation of these
facilities.

                


        

      

      
        
          	
                	
                  (xii)

                	
                  Shall
      not assist persons who are restricted by Party A or the GCIB to enter the
      Casino or other Party A’s
Casinos.

                


        

      

      
        
          	
                	
                  (xiii)

                	
                  To
      cause Party B and all of its directors, shareholders, collaborators and
      all employees (whether primary or secondary
  employee):

                


        

      

      
        	
              	
                (a) 

              	
                to
      be subject to the examination by Party A from time to
  time;

              


      

      
        
          	
                	
                  (b)

                	
                  may
      not violate the contractual spirit or any obligation of Party B in this
      Contract.

                


        

      

      
        
          	
                	
                  (c)

                	
                  to
      perform duties according to the highest professional standard, with its
      greatest effort to promote business for Party
A.

                


        

      

      
        
          	
                	
                  (d)

                	
                  not
      to damage the image and gaming operation concession of Party A at all
      time.

                


        

      

      
        
          	
                	
                  (e)

                	
                  may
      not have any mis-conduct anywhere or under relevant
      regulations.

                


        

      

      


      Party B
will be held jointly responsible for any violation of laws and regulation made
by the above mentioned people or for damaging the image of Party A, and upon
receiving instruction from Party A, Party B shall immediately terminate their
relationship with these people or any individual who cannot pass the character
check by Party A.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        
          	
                	
                  (xiv)

                	
                  Pursuant
      to the terms under this Contract, Party B only provides gaming promotion
      service and not being the agent of Party A; Party B acts for itself when
      making gaming promotion business and such activities shall have no
      relation with Party A. Should Party B, its collaborators or its employees
      (whether primary or secondary employee) cause any encroachment or
      infringement to the rights of any person or individual, Party B shall
      fully compensate Party A for this; Party A shall not bear any direct or
      indirect responsibility for these incidents, subject to non-violation of
      the above mentioned terms and should any such incident causes loss to
      Party A, or incur any expense for (including but not limited to lawyer
      fees) Party A, Party B agrees to fully compensate Party A and
      simultaneously forfeit its right to quote any exceptional
      clause.

                


        

      

      
        	
              	
                (xv) 

              	
                Be
      subject to the supervision and monitoring of Party
  A.

              


      

      
        	
              	
                (xvi)

              	
                Devote
      full effort to maintain good relationship with its
      collaborators.

              


      

      
        
          	
                	
                  (xvii)

                	
                  To
      pay its collaborator the agreed commission and other compensation
      punctually.

                


        

      

      
        
          	
                	
                  (xviii)

                	
                  Besides
      the obligations to report and submit information as required  by
      laws, regulations and this Contract, Party B has the obligation to
      immediately notify Party A under following
  circumstances:-

                


        

      

      
        
          	
                	
                  (a)

                	
                  any
      indication that its collaborator or employee is conducting criminal
      activities, in particular that of money
laundry;

                


        

      

      
        
          	
                	
                  (b)

                	
                  any
      fact that may affect the repayment ability of Party
  B;

                


        

      

      
        	
              	
                (c) 

              	
                any
      situation that may affect the normal operation of Party
  B;

              


      

      
        
          	
                	
                  (d)

                	
                  any
      legal lawsuit of Party B (should Party B be a company, and its
      shareholders and directors, its collaborators and principal employees)
      and;

                


        

      

      
        	
              	
                (e) 

              	
                any
      act of fraud, violence or crime etc. within the
  Casino.

              


      

      
        
          	
                	
                  (xix)

                	
                  To
      report immediately any loan involved with Party B that amounts to Macau
      Patacas one million or above, and to submit copies all relevant loan
      document to Party A.

                


        

      

      
        
          	
                	
                  (xx)

                	
                  Provide
      Party A with its signed commercial agreements and account books, including
      the information provided by their patrons provide and records of
      transactions. Party B shall take suitable precaution to ensure Party A not
      to cause infringement to the rights of any third party when obtaining the
      above mentioned documents, account books, information and
      records.

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        
          	
                	
                  (xxi)

                	
                  Be
      abide by all decisions made or regulations imposed by Party A in
      accordance with the terms of this Contract, and there will be no objection
      of any kind to these decisions and
regulations.

                


        

      

      
        
          	
                	
                  (xxii)

                	
                  In
      the course of operating gaming promotion business when any difficulties or
      disputes with patrons or third party are encountered, Party B shall
      immediately consult Party A and take Party A’s suggestion as a solution
      and to resolve the matter in an appropriate and speedy
  way.

                


        

      

      


      Article
18            Undertaking from Party A

      


      
        	
                1. 

              	
                Party
      A undertakes to Party B on the
following:

              


      

      
        
          	
                	
                  (i)

                	
                  Strive
      to comply with all regulations that are required by the Concession
      Contract, to maintain the Concession Contract to continue to be valid and
      act in accordance with the relevant
laws.

                


        

      

      
        
          	
                	
                  (ii)

                	
                  Strive
      to comply with the terms in this
Contract.

                


        

      

      
        
          	
                	
                  (iii)

                	
                  To
      pay the agreed commission and other compensation to Party B
      punctually.

                


        

      

      
        
          	
                	
                  (v)

                	
                  To
      ensure Party B to meet the obligation of taxation by withholding the
      amount from the commission and other compensations paid to Party B and to
      make tax payment to the Macau Government
  punctually.

                


        

      

      


      Article
19            Amendment of the Contract

      


      
        	
                1.

              	
                Terms
      of the Contract shall be amended under the written agreement between Party
      A and Party B.

              


      

      


      Article
20            Violation of Contract

      


      
        	
                1.

              	
                Should
      any of the signed Parties not fulfill or comply with the terms and
      undertaking of this Contract, the other Party shall have the right to
      request the violating Party to make compensation for the loss caused by
      such violation.

              


      

      


      Article
21            Duration of the Contract

      


      
        	
                1. 

              	
                The
      duration of this Contract is listed in Schedule
  3.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Article
22            Termination, Expiration, Revocation of
Contract

      


      
        	
                1. 

              	
                This
      Contract shall be terminated under the following
    condition:-

              


      

      
        	
              	
                (i) 

              	
                When
      this Contract naturally expires.

              


      

      
        
          	
                	
                  (ii)

                	
                  Both
      signing Parties reach a unanimously decision in writing and both Parties
      sign to the termination of this Contract from time to
  time.

                


        

      

      
        	
              	
                (iii) 

              	
                The
      concession of Party A is being
revoked.

              


      

      
        
          	
                	
                  (iv)

                	
                  In
      case of a serious event preventing the execution of this Contract, or such
      event causes serious damage to this Contract leading to non-performance of
      obligations under this present Contract (such as: natural disaster, wars
      etc, that is beyond the control of both Parties)
  .

                


        

      

      
        
          	
                	
                  (v)

                	
                  Should
      this Contract be terminated under the above condition (i) to (iv) neither
      Party shall be liable for indemnification (save that the liabilities
      arisen from the operation of the gaming promotion business or the
      Exclusive VIP Room and/or other agreement made between both Parties before
      the termination of this Contract) to the other
  Party.

                


        

      

      


      
        	
                2. 

              	
                Under
      the following conditions, this Contract shall
  expire:-

              


      

      
        
          	
                	
                  (i)

                	
                  Death,
      bankrupcy or being applied for bankrupcy (should Party B be the legal
      person or a partnership company) of Party
B.

                


        

      

      
        	
              	
                (ii) 

              	
                The
      liquidation or being applied for liquidation or being taken over by
      creditors
      after legal process (applicable to Party B as a company) of Party
      B.

              


      

      


      
        	
                3.

              	
                Under
      the following conditions, Party A may unilaterally inform Party B in
      writing to immediate revoke this Contract and not affecting the rights of
      Party A to claim Party B for the loss caused or for the privilege that
      Party A has under this Contract:

              


      

      
        
          	
                	
                  (i)

                	
                  The
      directors/members, shareholders or principal employees of Party B cannot
      pass the character check made by Party A from time to time; or when Party
      B cannot maintain appropriate qualification review in accordance with the
      related regulations.

                


        

      

      
        
          	
                	
                  (ii)

                	
                  Party
      B does not have or is not capable of maintaining substantial operating
      cash flow leading to obstruction of operation of the Exclusive VIP
      Room.

                


        

      

      
        
          	
                	
                  (iii)

                	
                  GCIB
      or other related Government Department does not approve of
      the  Exclusive VIP Room being operated within the designated
      area in this Contract, revokes the related license, or orders the
      Exclusive VIP Room to terminate
operation.

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        
          	
                	
                  (iv)

                	
                  Party
      B violates or does not comply with any one of the terms specified in
      Article 12.1 or 12.2, 13, 15 or 17 (ii) to (v)of this
      Contract;

                


        

      

      
        
          	
                	
                  (v)

                	
                  Party
      B violates the above (i) to (iii) or when condition (iv) arises, violates
      any other term of this Contract, which in the opinion of Party A, such
      violation is of an important and serious
nature.

                


        

      

      
        
          	
                	
                  (vi)

                	
                  Party
      B violates the above (i) to (iii) or when condition (iv) arises, violates
      any other term of this Contract, which in the opinion of Party A may not
      be very serious (to be decided unilaterally by Party A), but after Party A
      has issued warning in writing to Party B, Party B does not take any
      remedial action or repeats such violation or still frequently unable to
      comply with its obligations.

                


        

      

      


      
        	
                4.

              	
                When
      termination, expiry or revocation of this Contract, is not caused by
      violation of terms of this Contract by Party B, Party A shall return the
      deposit and the balance of payment derived from the gaming promotion
      business (if any) without any interest to Party
  B.

              


      

      


      
        	
                5.

              	
                Unless
      otherwise stated, if this Contract is terminated, or revoked under the
      relevant terms of the Contract, Party B shall bear all responsibilities of
      any harm done to any third party as a result of such termination or
      revocation and Party A shall not bear any such
    responsibility.

              


      

      


      
        	
                6.

              	
                Should
      this Contract expire, being terminated, revoked or not renewed after
      expiry, Party B shall before the expiration, termination, revocation or
      within two days after expiry unconditionally move out of the Exclusive VIP
      Room and return its decorations, compartments, and every property and
      equipment (including gaming tables and gaming appliances) to Party A in
      good condition and to repair any damage that may have been done to the VIP
      Room, other objects or facilities to the satisfaction of Party A
      .

              


      

      


      Article
23            Notification

      


      
        	
                1.

              	
                Unless
      otherwise stated in this Contract, every notice or correspondence should
      be in writing in Chinese and delivered by hand to the following address,
      upon delivery shall it be considered received by the other
      Party:

              


      

      


      Delivery
to Party A: 17/F, Starworld Hotel, Nape, Macau


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      Delivery
to Party B: the Exclusive VIP Room mentioned in this Contract, or should Party B
have more than one Exclusive VIP Room for gaming promotion operation within the
Casino, then anyone of the Exclusive VIP Rooms.

      


      
        	
                2.

              	
                Either
      Party can inform the other party on amendment to the delivery address by
      writing.

              


      

      


      Article
24            Independency of the Terms of
Contract

      


      
        	
                1.

              	
                Should
      certain terms in the Contract be ruled as illegal, invalid or in
      executable under the laws, these terms shall be considered as not listed
      in this Contract but it shall not affect the effectiveness of the other
      terms of this Contract.

              


      

      


      Article
25            Applicable Laws and Jurisdiction

      


      
        	
                1.

              	
                This
      Contract, the rights and obligations arisen from this Contract are
      governed by and shall be construed in accordance with the Macau
      laws.

              


      

      


      
        	
                2.

              	
                The
      Macau courts have exclusive governing rights for actions of all disputes
      and lawsuit arisen from this Contract, each Party irrevocably complies to
      the governing rights of the Macau
courts.

              


      

      


      
        	
                3.

              	
                Having
      chosen Macau being the exclusive venue for legal actions commenced under
      this Contract, each Party irrevocably and unconditionally forfeit any
      objections. Each Party Agrees that for the above mentioned legal lawsuit,
      the last judgement is final and binding and the judgement is enforceable
      in any other areas under their respective
  jurisdictions.

              


      

      


      Article
26            Other Terms

      


      
        	
                1. 

              	
                Within
      this Contract, unless specified by relevant
  context:

              


      

      
        
          	
                	
                  (i)

                	
                  “day”.,
      “month” or “year” means the solar calendar “day”, “month” or
      “year”;

                


        

      

      
        	
              	
                (ii) 

              	
                The
      “Party B” mentioned within this Contract,
  includes

              


      

      
        
          	
                	
                  (a)

                	
                  should
      the company be a gaming promoter: all the company’s shareholders,
      directors, principal employees and their respective agents
    ;

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          	
                	
                  (b)

                	
                  should
      the enterprise be an individual owner: that individual gaming promoter,
      its partners, principal employees and their respective agents
      ;

                


        

      

      
        
          	
                	
                  (iii)

                	
                  “law”
      includes all existing Macau legislative regulations and judicial opinions,
      “legal” or “illegal” is to be interpreted accordingly to the
      law.

                


        

      

      
        
          	
                	
                  (iv)

                	
                  “individual”
      or “third party” includes individual owner, legal person, enterprise,
      legal person organization or organization that does not possess the legal
      person qualifications, partnership enterprise, commercial company, joint
      venture, or trust group or agent of the above mentioned
      entities.

                


        

      

      


      
        	
                2.

              	
                Unless
      otherwise stated, the terms, schedules and appendices mentioned in this
      Contract are the Terms, Schedules, and Appendices within this Contract.
      The legislations and regulations mentioned in this Contract or the rules
      imposed by Party A, should include those amended, re-established, replaced
      legislations or regulations or rules imposed by Party A from time to time.
      The article headings are inserted for the sake of convenience and should
      be neglected when interpreting this
Contract.

              


      

      


      
        	
                3.

              	
                In
      this Contract, unless required by the context, singular words also include
      plural meanings and vice versa, single gender words include the meaning of
      all genders.

              


      

      


      
        	
                4. 

              	
                Unless
      otherwise stated, the time herein is Macau
time.

              


      

      


      
        	
                5.

              	
                This
      Contract replaces all former declaration, statement, or agreement of
      similar contents earlier made by both
Parties.

              


      

      
        	
                6.

              	
                This
      Contract is signed in three copies, each has the same effectiveness, Party
      A and Party B each keeps one original copy, the other original copy is to
      be submitted to the GCIB by Party
A.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Signed

      


      This
Contract was signed on the mentioned date by Party A and Party B in Macau and
was notaried immediately on site.

      


      
        
          
            	
                    (Sd.)
      Lui Francis Yiu Tung

                  	 	 
      
	
                    (Sd.)
      Cheng Yee Sing Philip

                  	 	
                    (Sd.)
      Lam Man Pou

                  
	 
      	 	 
      
	
                    [Signed]

                  	 	
                    [Signed]

                  
	
                    Party
      A

                  	 	
                    Party
      B (Lam Man Pou)

                  
	
                    (Signed
      on 4th
      September, 2009)

                  	 	
                    (Signed
      on 4th
      September, 2009)

                  


          

        

      

      


      In
Macau         
  Year        
 Month          Day


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Schedule
1

      (Party
B)

      


      
        
          
            	
                    Name/Name
      of Company:

                  	 
      	
                    Sang
      Heng Gaming Promotion Company Limited (Business Registration No. 28476
      (SO))

                  
	 
      	 
      	 
      
	
                    Address/registered
      office:

                  	 
      	
                    Alameda
      Dr. Carlos d’Assumpcao 181-187, Edificio Centro Comercial do Grupo
      Brilhantismo, 12o
      Andar T, Macau.

                  
	 
      	 
      	 
      
	
                    Gaming
      junket licence number:

                  	 
      	
                    E127

                  


          

        

      

      


      Schedule
2

      (
Exclusive VIP Room) and (Exclusive VIP Gaming Tables)

      


      
        
          	
                  Exclusive
      VIP Room:

                	 	
                  StarWorld
      Casino L12 no. 4 VIP room

                  (Now
      known as Iao Kun VIP Club)

                
	 	 	 
	Exclusive
      Gaming Table number: 	 	SW307,
      SW308, SW309, SW310, SW311,
SW312


        

      

       

      Schedule
3

      (Expiry
of Contract)

      


      
        	
                (1)

              	
                The
      expiry date for this Contract is 31st
      December, 2009 or upon the termination of the Gaming Promoter Contract
      between Party A and Party B, which ever happens
  first.

              


      

      


      
        	
                (2)

              	
                This
      Contract replaces the Contract formerly signed by the Parties and
      commences on 1st
      January, 2009.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Appendix
1

      (Calculation
of Designated Compensation)

      


      
        	
                I. 

              	
                “45
      Room” Calculating System

              


      

      
        	
              	
                (a) 

              	
                Profit
      Sharing:

              


      

      Calculation
based on the net operation income of that VIP room, Party B shares 45% of the
month’s net income or loss.

      
        	
              	
                (b) 

              	
                Rolling
      Bonus

              


      

      During
the cut off time, should the rolling recorded be over the minimum rolling
amount, in addition to the reward as mentioned in I.(a) above, Party B gets an
equivalent of 0.05% of the rolling amount (for every HKD10 million)
in  cash as rolling bonus.

      
        	
              	
                (c) 

              	
                 Consumption
      Allowance

              


      

      Party B
can get an equivalent of 0.03% of the monthly rolling amount as Consumption
Allowance. The details of how this allowance is given out will be subject to
revision by Party A from time to time.

      


      
        
          	 	
                  (Note:

                	
                  1.
      For
      I.(c) mentioned above, it will not be paid in cash, check or chips, and it
      will not be made as deduction from the amount that Party B should pay. The
      allowance will be paid by Party A in a form of allowance quota that can be
      used by Party B at designated places during the term of this Contract.
      Party B may not request Party A to pay the unused allowance quota in any
      form, these unused allowance quota will be void at the end of each
      month.

                


        

      

      
        2.
Party B
shall, according to terms of Party A (if any), arrange a certain number of
patrons to stay in the Hotel of the Casino, the room rates can be offset by the
allowance quota.

      

      
        3.
Party A
shall, according to the market condition and operation needs of Party B, review
the calculation method of the above allowance and the rule of using such
allowance quota from time to time.)

      

      


      
        	
                II.

              	
                Profit
      sharing and bonus are all for monthly settlement and the cut off date for
      calculation is on the last day of each month. The cut off time is at 6:00
      a.m. on the last day of every month, the remaining time of that day will
      be taken for calculation of the next month. Unless otherwise stated, the
      calculation for each month is independent and stands alone from any other
      month.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                III.

              	
                The
      monthly Compensation (including all allowance, profit sharing and bonus)
      Party A will pay to Party B is net of the respective taxation required by
      law and the amount which Party B should pay Party A in accordance with
      this Contract.

              


      

      
        	
                IV.

              	
                All
      gaming losses have to be settled by Party B within 3 days after the
      Designated Compensation
calculation.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Appendix
2

      (Guarantee
for Fulfilling Obligations of Gaming Promoters Contract)

      


      Our
company, Sang Heng Gaming Promotion Company Limited, Gaming Promoter License no.
E127, had signed a gaming promoter contract ( “Promoter Contract” )
with  Galaxy Casino S.A. ( “Galaxy” ) .  Our company
guarantees “Galaxy” that we will fulfill all the obligations stated in the
“Promoter Contract” timely. Should obligations not fulfilled and lead “Galaxy”
to any loss, or if as a result of the promotion business Party B owes “Galaxy”
any amount not limited to debts from buying chips or negative commission/loss,
we hereby authorize “Galaxy”  to deduct from the Compensation that can
be received by our company according to Article 4 of the “Promoter
Contract”.

      


      Our
company authorizes and unconditionally agrees “Galaxy” to directly deduct from
the Compensation that can be received by our company until all losses are being
covered or all debts being cleared; should it still be insufficient, our company
will be responsible for indemnification to “Galaxy”.

      


      
        
          
            	
                    Signed:

                  
	 
      
	 
      
	
                    Sang
      Heng Gaming Promotion

                  
	
                    Company
      Limited

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Appendix
3

      (Guarantee
for Fulfilling Obligations of Gaming Promoters Contract)

      


      I am the
sole director and member of Sang Heng Gaming Promotion Company Limited, gaming
promoter license no. E127 (“Promoter Company”). In accordance with the gaming
promoter contract (“Promoter Contract”) between the Promoter Company and Galaxy
Casino S.A. (“Galaxy”) herein mentioned, I guarantee that the Promoter Company
will fulfill all the obligations stated in the “Promoter Contract” timely.
Should the Promoter Company not able to fulfill the related obligations and lead
“Galaxy” to any loss, or if as a result of the promotion business Party B owes
“Galaxy” any amount not limited to debt from buying chips or negative
commission/loss, I hereby authorize “Galaxy” to deduct from the Compensation
that can be received by our company according to Article 4 of the “Promoter
Contract”.

      


      I
represent the Promoter Company to authorize and unconditionally agree “Galaxy”
to directly deduct from the Compensation that can be received by the Promoter
Company until all losses are being covered or all debts being cleared; should it
still be insufficient, I will solely be responsible for such indemnification to
“Galaxy”.

      


      
        
          
            	
                    Signed:

                  
	 
      
	 
      
	
                    Lam
      Man Pou

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Appendix
4

      (Letter
of Undertaking of Exclusive Service)

      


      I am the
sole director and member of Sang Heng Gaming Promotion Company Limited, Gaming
Promoter license no. E127 (“Promoter Company”). In accordance with the gaming
promoter contract (“Promoter Contract”) signed between the Promoter Company and
Galaxy Casino S.A. (“Galaxy”), I undertake to strictly comply with the Article
10 of the ‘Promoter Contract”; unless with the written consent of “Galaxy”, I
will not directly or indirectly provide gaming promotion service to any third
party in Macau Special Administrative Region or other countries or region; and
also I will cause promoters of the company, all of its directors and employees
to comply with the same terms of relevant Article.

      


      
        
          
            	
                    Signed:

                  
	 
      
	 
      
	
                    Lam
      Man Pou

                  


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Credit
Permit Contract

      


      Between:

      


      
        	
                1.

              	
                Galaxy
      Casino S.A., registered office at Av. De Praia Grande No. 409, China Law
      Building 25 Andar, Macau. (hereinafter called “Party
  A”)

              


      

      
        	
                2.

              	
                Sang
      Heng Gaming Promotion Company Limited, registered office at Alameda Dr.
      Carlos d’Assumpcao 181-187, Edificio Centro Comercial do Grupo
      Brilhantismo, 12o
      Andar T, Macau., Business Registration Number: 28476(SO). (hereinafter
      called “Party B”)

              


      

      


      In
accordance with subparagraph 2, of Article 3, Law No. 5/2004, the Casino gaming
promoter when bestowed a qualification can, through entering into a Contract
with a concessionary or sub-concessionary, be engaged in the gaming or betting
credit business.

      


      Also
according to legislative regulation no. 6/2002, a gaming promoter engages in
gaming promotion business must apply for licence - a Gaming Promoter Contract
signed between the concessionary or sub-concessionary and the gaming promoter;
and  is to be registered with the concessionary or
sub-concessionary.

      


      And since
Party B had already had a Gaming Promoter Licence and signed a Gaming Promoter
Contract (hereinafter known as “Gaming Promoter Contract)” ) with Party A and
had it registered.

      


      Party A
and Party B now enter into this Agreement and undertake to comply with the
following:

      


      Article
1

      Aim

      


      
        	
                (1)

              	
                Party
      A agrees that Party B to be engaged in the gaming or betting credit
      business.

              


      

      


      
        	
                (2)

              	
                The
      gaming or betting credit business mentioned in the above sub-paragraph is
      operated under the name of Party B and for its own
    interest.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                (3)

              	
                Party
      B understands and agrees, under any circumstance, whether Party B depends
      or relies on this Contract for the operation of the gaming or betting
      credit business, all profit/loss and legal responsibility will be solely
      received, undertaken and borne by Party B; and Party B must ensure itself
      that it has the qualification to operate this business, and to comply with
      all laws and legislations during the
operation.

              


      

      


      
        Article
2

      

      Credit
Business

      


      The
gaming or betting credit business of the Aim of this Contract is governed by Law
no. 5/2004 and the guidelines set by Party A.

      


      Article
3

      Validity

      


      The prime
criteria for the validity of this Contract is that the Gaming Promoter Licence
of Party B must be effective and continue to be effective, and in accordance
with the related regulations the Gaming Promoter Contract that the Licence
remains effective.

      


      Article
4

      Place

      


      Party B
shall only provide gaming or betting credit service within the area designated
by Party A and for this purpose, this designated area is within the designated
gaming area or Exclusive VIP Room indicated in the Gaming Promoter
Contract

      


      Article
5

      Not
transferaility

      


      Party B
shall not use the name of Party A for any gaming or betting credit activities,
the gaming or betting credit business and related activities or conduct of Party
B is merely Party B’s own deeds which has no relation whatsoever with Party A.
Party B shall not transfer its privilege or responsibility under this Contract
to any third party.



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Article
6

      Obligation
for Confidentiality

      


      Unless
required by Macau laws, Party B shall keep this Contract and its contents
strictly confidential and shall not disclose any information of this Contract or
its contents without the consent of Party A.

      


      Article
7

      Compliance
with the Legislation of Macau Special Administrative Region

      


      When
Party B (including its collaborators, employees etc.) conducts gaming or betting
credit business, whether in Macau or other jurisdictrions, must comply with the
related regulations of Macau Special Administrative Region and with all the
rules and guidelines stipulated or amended by Party A from time to time for its
gaming or betting credit business.

      


      Article
8

      Expiration

      


      
        	
                (1)

              	
                This
      Contract expires on 31st
      December, 2009 or when the Gaming Promoter Contract signed between Party A
      and B is terminated, whichever happens
first.

              


      

      


      
        	
                (2)

              	
                This
      Contract replaced the previous Contract of the related Parties and
      commences on 1st
      January, 2009.

              


      

      


      Article
9

      Termination
of Contract

      


      Should
Party B or its collaborators or employees or shareholders or directors violate
any term in this Contract, it shall be considered as a serious violation. Party
A may unilaterally terminate this Contract. Simultaneously under the same
reason, Party A may also terminate the Gaming Promoter Contract signed with
Party B, any loss arisen thereof shall be borne by Party B.



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Article
10

      Notification

      


      
        	
                (1)

              	
                Unless
      otherwise stated, all written notices, requests or other correspondences
      issued and raised in connection to this Contract should be written in
      Chinese and delivered to the following address, it is considered that the
      other Party has received once the documents are
  delivered.

              


      

      


      
        
          
            
              
                	
                        Delivery
      to Party A:

                      	
                        19/F.,
      Dynasty Plaza, 411-417, Alameda Dr. Carlos D’assumpcao,
    Macau.

                      
	
                        Delivery
      to Party B:

                      	
                        the
      VIP Room of Party B in StarWorld
Casino

                      


              

            

          

        

      

      


      
        	
                (2)

              	
                Party
      A should inform Party B in writing of any change in the acceptance
      address, otherwise the above address will be considered as the delivery
      address.

              


      

      


      Article
11

      Applicable
Laws and Jurisdictions

      


      
        	
                (1)

              	
                This
      Contract is governed by the Laws of Macau Special Administrative
      Region.

              


      

      


      
        	
                (2)

              	
                Any
      legal lawsuit arising from the interpretation or execution of this
      Contract shall be submitted to the courts of the Macau Special
      Administrative Region of the People’s Republic of China, both Parties
      forfeit the right of jurisdiction in any other area or special
      court.

              


      

      


      
        In
Macau,           Year        
 Month          Day

      

      


      
        
          	
                  Party
      A:

                	
                  (Sd.)
      Lui Francis Yiu Tung

                	 
      
	 
      	
                  (Sd.)
      Cheng Yee Sing Philip

                	 
      
	 
      	
                  (Signed
      on 4th
      September, 2009)

                	
                  [Signed]

                
	 
      	 
      	 
      
	
                  Party
      B:

                	
                  (Sd.)
      Lam Man Pou

                	 
      
	 
      	
                  (Signed
      on 4th
      September, 2009)

                	
                  [Signed]