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                                                                    EXHIBIT 10.3

                        PURCHASE AND SETTLEMENT AGREEMENT


 This Purchase and Settlement Agreement is entered into by and between WMS
INDUSTRIES INC., a Delaware corporation (the "Company"), and LOUIS J. NICASTRO
("Grantee"), a Florida resident, as of May 7, 2003.


                                    RECITALS

        A.  The Company has previously granted to Grantee 250,000 shares of its
            common stock, $.50 par value (the "Restricted Shares"), subject to
            certain vesting conditions set forth in a Restricted Stock Agreement
            dated March 1, 2002 (the "Restricted Stock Grant").

        B.  The Board of Directors of the Company has determined as of the date
            hereof that (a) the Grantee has met the performance conditions for
            the vesting of the Restricted Shares and (b) the revisions to the
            Company's legacy operating system has been approved by gaming
            regulators in major jurisdictions and have reached an acceptable
            level of field performance, such that the only remaining condition
            for vesting of the Restricted Stock Grant is the occurrence of June
            30, 2003.

        C.  The Board of Directors of the Company has further determined that,
            based on the recent appreciation in the market price of the common
            stock of the Company and the corresponding increase in the
            compensation expense to the Company in connection with the vesting
            of the Restricted Shares, it is in the best interests of the Company
            to purchase Grantee's right to the Restricted Shares which are the
            subject of the Restricted Stock Grant at $14.00 per share,
            representing a discount of $0.50 per share from the market price of
            the common stock of the Company as of the close of business on May
            6, 2003.

        D.  The Company is willing to purchase and Grantee is willing to sell
            his rights under the Restricted Stock Grant on the terms set forth
            below.


                                    AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein and for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties hereto agree as follows:

        1.  Purchase of Rights. Upon the terms and subject to the conditions set
            forth herein, Grantee hereby sells to the Company his rights to the
            Restricted Shares under the Restricted Stock Grant. In consideration
            for the Restricted Shares and the termination of Grantee's rights
            under the Restricted Stock Grant, the Company agrees to pay to
            Grantee an amount equal to Three Million Five Hundred Thousand
            Dollars ($3,500,000). Payment will be made within one (1) business
            day of the date hereof via wire transfer to an account in Grantee's
            name, as directed by Grantee.

        2.  Return of Restricted Shares. Within one (1) business day of the date
            hereof, Grantee shall endorse the Restricted Shares to the Company
            and shall deliver to the Company the certificate(s) representing
            such Restricted Shares.

        3.  Non-Solicitation and Non-Compete. Grantee agrees that, prior to June
            30, 2010, he will not, directly or indirectly, without the prior
            written consent of the Company, induce or influence, or seek to
            induce or influence, any person who is engaged by the Company or any
            affiliate of the Company as an employee, agent, independent
            contractor or otherwise, to terminate his employment or engagement,
            nor shall he directly or indirectly, through any person, firm or
            corporation, employ or engage, or solicit for employment or
            engagement, or advise or recommend to any other person or entity
            that such person or entity employ or engage or solicit for
            employment or engagement, any person or entity employed or engaged
            by the Company or any affiliate of the Company. In addition, Grantee
            agrees that the non-compete provisions of paragraph 8(a) of the
            employment agreement dated September 2, 1999 between Grantee and the
            Company will continue in effect during Grantee's lifetime.

        4.  Termination and Release of Restricted Stock Grant. Grantee hereby
            agrees to terminate the Restricted Stock Grant effective as of the
            date hereof and that such Grant will have no further force or
            effect. Grantee further releases and discharges the Company from all
            claims that Grantee has or may have had under the Restricted Stock
            Grant.



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IN WITNESS WHEREOF, the parties have executed this Purchase and Settlement
Agreement as of the date set forth above.


WMS INDUSTRIES INC.                             GRANTEE


By: /s/ Brian R. Gamache                        /s/ Louis J. Nicastro
    -----------------------                     --------------------------
    Brian R. Gamache                            Louis J. Nicastro
    President and Chief
    Executive Officer