Exhibit 10.16


 


Dated 1St
October 2008


 


(1) INSPIRED
GAMING (UK) LIMITED


 


- and -


 


(2) David Wilson


 


 






 


SERVICE AGREEMENT


 


 






 




     


     


    

 


TABLE OF CONTENTS


 


	1.	INTRODUCTION	3
	 	 	 
	2.	COMMENCEMENT AND TERM	4
	 	 	 
	3.	OBLIGATIONS DURING EMPLOYMENT	4
	 	 	 
	4.	FURTHER OBLIGATIONS OF THE EXECUTIVE	5
	 	 	 
	5.	REMUNERATION	6
	 	 	 
	6.	DEDUCTIONS FROM WAGES	7
	 	 	 
	7.	PLACE OF WORK	7
	 	 	 
	8.	HOURS OF WORK	7
	 	 	 
	9.	PENSION SCHEME AND OTHER BENEFITS	7
	 	 	 
	10.	COMPANY CAR	7
	 	 	 
	11.	EXPENSES	8
	 	 	 
	12.	HOLIDAYS	8
	 	 	 
	13.	INCAPACITY	8
	 	 	 
	14.	INTELLECTUAL PROPERTY RIGHTS	9
	 	 	 
	15.	CONFIDENTIALITY	11
	 	 	 
	16.	TERMINATION OF EMPLOYMENT	12
	 	 	 
	17.	RETIREMENT	14
	 	 	 
	18.	EXECUTIVE'S COVENANTS	14
	 	 	 
	19.	GRIEVANCE AND DISCIPLINARY PROCEDURE	16
	 	 	 
	20.	DATA PROTECTION	17
	 	 	 
	21.	DIRECTORSHIP	17
	 	 	 
	22.	NOTICES	17
	 	 	 
	23.	MISCELLANEOUS	17
	 	 	 
	24.	DEFINITIONS AND INTERPRETATION	18
	 	 	 
	25.	COUNTERPARTS	18


 




    	Page 2



     


    

 


THIS AGREEMENT is made the
1St October 2008


 


BETWEEN:


 


		(1)	INSPIRED GAMING (UK) LIMITED, a company registered
in England and Wales with company number , whose registered office is at 3 The Maltings, Wetmore Road, Burton on Trent, Staffordshire,
DE14 1SE ("the Company"); and



 


		(2)	David Wilson, of 181 Impasse Des Chenes, Valbonne 065602
("the Executive").



 


WHEREBY


 


It is agreed that the Company shall employ
the Executive upon and subject to the following terms and conditions:-


 


CONDITIONS


 


		(A)	It is a condition of this Agreement that the Executive
is and remains lawfully entitled to work in the United Kingdom. In the event that the Executive is not or becomes no longer entitled
to be lawfully employed in the United Kingdom, the Company has the right to terminate this Agreement with immediate effect and
without notice and without the payment of any compensation to the Executive.



 


1. INTRODUCTION


 


		1.1	This Agreement is in substitution for any previous agreement
or arrangement between the Executive and the Company which shall be deemed to be terminated by mutual agreement on the date hereof.
The Company agrees to employ the Executive and the Executive agrees to be employed by the Company on and subject to the terms
and conditions set out in this Agreement and he hereby waives his rights to bring any claim against the Company in respect of
the termination of any previous agreement or arrangement between the Executive and the Company.



 


		1.2	References in this Agreement to statutes or regulations
shall include any statute or regulation modifying, re-enacting, extending or made pursuant to the
same or which is modified, re-enacted or extended by the same. Headings are for ease of reference only and shall not be taken
into account in the construction of this Agreement. Words importing the singular number shall include the plural and vice versa
and words importing the masculine shall include the feminine and neuter and vice versa.



 




    	Page 3



     


    

 


		2.	COMMENCEMENT
                                         AND TERM



 


		2.1	The Executive's employment began on the date of this Agreement.
The Executive's Period of continuous employment for statutory purposes began on 6th June 2005.



 


		2.2	The employment of the Executive shall (subject to Clause
16) be for an indefinite period. It shall be terminable by the Company giving not less than 12 months' notice in writing to the
Executive or by the Executive giving not less than 12 months' notice in writing to the Company.



 


		2.3	The Company may at its absolute discretion elect to terminate
the employment of the Executive with immediate effect on or at any time after giving notice pursuant to Clause 2.2 by paying to
the Executive salary and other benefits contractually due to him (or a an amount equal to the cash value thereof) in lieu of notice
in respect of the notice period or, if less, the notice period still outstanding.



 


		3.	OBLIGATIONS DURING EMPLOYMENT



 


		3.1	The Executive shall during the continuance of his employment:-



 


		3.1.1	serve the Company to the best of his ability in the capacity
of Chief Operating Officer — Tn spired Gaming (UK) Ltd



 


		3.1.2	faithfully and diligently perform such duties and exercise
such powers as the Board (or anyone authorised by the Board) may from time to time properly assign to or confer upon him in so
far as is consistent with his position;



 


		3.1.3	if and so long as the Board so directs, perform and exercise
such duties and powers on behalf of any Associated Company and act as a director or other officer of any Associated Company PROVIDED
THAT (1) such duties are ancillary to his job title stated in clause 3.1.1 and (2) subject to Clause 16.3, the Executive's contract
of employment shall not be transferred to any other company of the Group at any time;



 


		3.1.4	do all reasonably in his power to protect, promote, develop
and extend the business interests and reputation of the Group;



 


		3.1.5	at all times and in all material respects conform to and
comply with the lawful and reasonable directions of the Board, the provisions of the Company's Memorandum and Articles of Association
(as amended from time to time), the requirements of any relevant regulatory body governing the activities of any member of the
Group and conform to and so far as he is able to comply with the conditions to and terms of any licence (the terms of which he
is first made aware of by the Company) granted to any member of the Group;



 


		3.1.6	promptly give to the Board (in writing if so requested)
all such information, explanations and assistance as it may reasonably require in connection with the business and affairs of
the Company and any Associated Company for which he is required to perform duties;



 




    	Page 4



     


    

 


		3.1.7	unless prevented by sickness, injury or other incapacity,
or as otherwise agreed by the Board, devote the whole of his time attention and abilities during his hours of work (which shall
be as specified in Clause 8 and such additional hours as may be necessary for the proper performance of his duties) to the business
and affairs of the Company and any Associated Company for which he is required to perform duties; and



 


		3.1.8	work at such place or places of business of the Company
or any Associated Company within the United Kingdom which the Board may reasonably require for the proper performance and exercise
of his duties and powers and (subject to Clause 11) the Executive shall undertake all reasonable travel on the business of the
Company and any Associated Company for which he is required to perform duties.



 


		3.2	Where either party gives notice to terminate this Agreement
or otherwise purports to terminate it, the Company may at any time during the continuance of the Executive's employment require
the Executive not to attend work and/or not to undertake any or all of his duties or to allocate other duties to him.



 


		3.3	During any such period where the Executive is required
not to attend work and/or not to undertake any or all of his duties pursuant to Clause 3.2, the Company:



 


		3.3.1	shall not be obliged to provide the Executive with any
work;



 


		3.3.2	may require the Executive to resign as a director
of the Company or any Associated Company;



 


		3.3.3	shall continue to pay to the Executive salary and provide
any other benefits to which he is contractually entitled and the Executive shall remain bound by the terms and conditions of this
Agreement (the Executive's attention is particularly drawn to Clause 15 below); and



 


		3.3.4	may require that the Executive does not contact any colleagues
or actual or potential customers, clients or suppliers of the Company with whom he has had dealings in the course of his employment
without the prior consent in writing of the Board.



 


		3.4	The Company reserves the right to suspend the Executive
on full pay and benefits for the purpose of investigating any disciplinary matter, for such period as the Company may reasonably
specify.



 


		4.	FURTHER OBLIGATIONS OF THE EXECUTIVE



 


		4.1	During the continuance of his employment the Executive
shall devote his whole time and attention to his duties under this Agreement and shall not without
prior written consent of the Company directly or indirectly carry on or be engaged, concerned or interested in any other business,
trade or occupation otherwise than as a holder directly or through nominees of not more than three per cent in aggregate of any
class of shares, debentures or other securities in issue from time to time of any company which are for the time being quoted
or dealt in on any recognised investment exchange (as defined by Section 207(1) of the Financial Services Act 1986). This clause
shall not apply to those directorships held by the Executive as at the date of this Agreement, which have been notified to the
Board.



 




    	Page 5



     


    

 


		4.2	During the continuance of
his employment the Executive:-



 


		4.2.1	shall not directly or indirectly procure, accept or obtain
for his own benefit (or for the benefit of any other person) any payment, rebate, discount, commission, vouchers, gift, entertainment
or other benefit of a value in excess of £1,000 per annum ("Gratuities") from any third party in respect of any
business transacted or proposed to be transacted (whether or not by him) by or on behalf of the Company or any Associated Company;



 


		4.2.2	shall observe the terms of any policy issued by the Company
in relation to Gratuities;



 


		4.2.3	shall immediately disclose and account to the Company for
any Gratuities received by him (or by any other person on his behalf or at his instruction); and



 


		4.2.4	subject to the Executive first obtaining the Company's
written consent in accordance with clause 4.1 above, he shall promptly disclose to the Board full details of any investment (of
whatever sort) he makes in any business or company within the Group's area(s) of industry / sector(s).



 


		5.	REMUNERATION



 


		5.1	The Company shall pay to the Executive during the continuance
of his employment a salary at the rate of £150,000 per year inclusive of any directors' fees payable to the Executive under
the Articles of Association of the Company or any Associated Company (and any such fees as the Executive shall receive
separately he shall pay to the Company). The salary shall be payable by 12 equal instalments per annum in arrears and shall be
subject to review by the Remuneration Committee annually in or around January, but without any commitment to increase. For the
avoidance of doubt, the Executive's salary shall not be decreased on review.



 


		5.2	The Executive may, during the continuance of his employment,
be entitled to be paid bonuses of such amounts (if any) at such times and subject to such conditions as the Remuneration Committee
may in its absolute and sole discretion decide, taking account of the profit and cash flow performance of the Company against
budget and other factors it reasonably considers appropriate from time to time.



 


		5.3	The Executive may, at the sole discretion of the remuneration
committee of the Board, be invited to participate in such share option arrangements as may be operated from time to time by the
Company. Any awards of share options that may be made to the Executive from time to time shall be at the remuneration Committee
of the Board's sole discretion and will be subject to the rules from time to time in force, of the relevant scheme.



 


		5.4	Subject
to the rules of the relevant scheme, in the event that the Executive resigns from his employment or it is terminated by the Company
in accordance with clause 16.1 below, any share options held by the Executive which are either unvested or which are vested but
not exercised shall automatically lapse and the Executive shall not be entitled to any compensation whatsoever in respect of the
loss of any such options.



 




    	Page 6



     


    

 


		6.	DEDUCTIONS FROM WAGES



 


For the purposes of Part II of the
Employment Rights Act 1996 the Executive hereby authorises the Company to deduct from his salary, or any other sums due to him
from the Company, any sums due from the Executive to the Company, including without limitation any overpayment of salary or accrued
holiday pay.


 


		7.	PLACE OF WORK



 


The Executive's normal place of work
is the Company's offices at 2 — 4 Bucknall Street, London, or any such other place as the Company may from time to time reasonably
require.


 


		8.	HOURS OF WORK



 


		8.1	The Company's normal business hours are 9.00 am to 5.00
pm Monday to Friday



(inclusive), with a break of one hour for lunch.


 


		8.2	The Executive's remuneration package is calculated on the
basis that he will work as necessary during as well as outside the hours detailed in clause 8.1 in order properly to perform his
duties. Accordingly, the Executive will not be paid for any additional hours worked outside normal business hours or as specified
in clause 8.1.



 


		8.3	Because of the autonomous nature of the Executive's role,
the duration of his working time is not measured or monitored, or determined by the Company and the limit on weekly working time
set out in Regulation 4 of the Working Time Regulations 1998 does not apply to the Executive's employment.



 


		9.	PENSION SCHEME AND PRIVATE MEDICAL INSURANCE



 


		9.1	The Company shall pay for the sole benefit of the Executive
a sum equal to 15 percent of the Executive's base annual salary per year, by equal monthly contributions in arrears, This payment
will be made directly to the Executive for the purpose of providing a pension contribution to a scheme of his choice.



 


		9.2	The Company shall make a payment to the Executive in lieu
of the single contribution of a Private Medical Insurance Scheme and an amount equivalent to the cost of providing Life Assurance
cover.



 


		10.	COMPANY CAR



 


	10.1	 	Providing the Executive holds, and throughout his employment, continues to hold a valid driving licence, the Company shall provide
the Executive with (or at its option shall pay to the Executive an additional non-pensionable amount of £13,500 to enable
the Executive to procure) a car of such make and model as the Remuneration Committee shall decide is suitable for him and compatible
with his status in the Company up to a current value of £48,000 for his sole use during the continuance of his employment
in respect of which the Company shall pay or reimburse the Executive all standing and running costs of the car, including insurance,
tax, MOT, maintenance and repair.






 




    	Page 7



     


    

 


		102	The Executive will be responsible
for private fuel costs incurred during the course of his employment. The Company will reimburse the Executive for Business
fuel used during the course of his duties whilst in the employ of IGG plc.



 


		10.3	The Company shall replace the car with another of an equivalent
value at least once every four years or once the car has done more than 100,000 miles (whichever occurs the sooner).



 


		10.4	For all purposes connected with or relating to the employment
of the Executive, the benefit of the private use of the car provided pursuant to this Agreement shall be calculated in accordance
with the Inland Revenue scales in force from time to time and mileage shall be reimbursed in accordance with Inland Revenue scales
in force from time to time.



 


		11.	EXPENSES



 


		11.1	The Company shall, during the continuance of his employment,
reimburse the Executive in respect of all reasonable travelling accommodation, entertainment and other similar out-of-pocket expenses
exclusively and necessarily incurred by him in or about the performance of his duties.



 


		11.2	Except where specified to the contrary, all expenses shall
be reimbursed subject to the Executive providing appropriate evidence (including receipts, invoices, tickets and/or vouchers as
may be appropriate) of the expenditure in respect of which he claims reimbursement.



 


		12.	HOLIDAYS



 


		12.1	The Executive shall be entitled during the continuance
of his employment to 25 days' paid holiday in each full calendar year. Statutory holidays are in addition to the above entitlement.



 


		12.2	The Executive shall not be entitled to carry forward any
annual holiday entitlement foregone by him for any reason during the holiday year in which it accrued without the prior
written consent of the Remuneration Committee.



 


		12.3	Upon the termination of his employment, the Executive's
entitlement to accrued holiday pay shall be calculated on a pro-rata basis and the appropriate amount shall be paid to the Executive
provided that if the Executive shall have taken more days' holiday than his accrued entitlement, the Company is hereby authorised
to make an appropriate deduction from the Executive's final salary payment.



 


		13.	INCAPACITY



 


		13.1	Subject to his complying
with the Company's procedures relating to the notification and certification of periods of absence from work, the Executive shall
continue to be paid his salary (inclusive of any statutory sick pay or social security benefits to which he may be entitled) during
any period of absence from work due to sickness, injury or other incapacity up to a maximum of 26 weeks in aggregate in any period
of 52 consecutive weeks.



 




    	Page 8



     


    

 


		13.2	If any incapacity of the
Executive shall be caused by an alleged action or wrong of a third party and the Executive shall decide to claim damages in respect
thereof and shall recover damages for loss of earnings over the period for which salary has been or will be paid to him by the
Company under Clause 13.1, he shall account to the Company for any such damages for loss of earnings recovered (in an amount not
exceeding the actual salary paid or payable to him by the Company under Clause 13.1 in respect of the said period) less any costs
borne by him in achieving such recovery. The Executive shall keep the Company commencement, progress and outcome of any such claim.
If required by the Company (and on receipt of an indemnity from the Company for all the costs thereby incurred) the Executive
shall use reasonable endeavours to recover such damages.



 


		13.3	The Company may require the Executive to undergo at its
expense an annual medical examination, whether or not he is then incapacitated, by a doctor nominated by the Company. The results
of such examinations shall be provided first to the Executive by such doctor and will only be provided to the Company by
prior written authorisation by the Executive, which shall not be unreasonably withheld.



 


		13.4	For the purposes of the Data Protection Act 1998 ("the
DPA"), in the event that the Executive or a medical practitioner provides information to the Company concerning the Executive's
health, he hereby expressly consents to the Company retaining such information on his personnel file for so long as is reasonably
necessary for the purposes of ensuring that it complies in full with its obligations under health and safety legislation and of
effectively managing the aspects of its business in which the Executive is involved. The Executive undertakes to sign any additional
consents that may be required for the Company to process such information for such purposes.



 


		14.	INTELLECTUAL PROPERTY RIGHTS



 


		14.1	The Executive and the Company foresee that he may make,
discover and/or create Inventions, Authorship Rights, Works or Information (as each of those terms are defined below) in the course
of his duties under this Agreement and agree that the Executive has special obligations to further the interests of the Company.
You agree to the terms set out in this Clause 14 in consideration for the salary and benefits set out in Clauses 5, 9, 9 and 10
above.



 


		14.2	If the Executive (whether alone or with others) shall at
any time during the period of his employment with the Company make an invention (whether or not patentable within the meaning
of the Patents Act 1977) relating to or capable of being used in the business of the Company or any Associated Companies (referred
to in this Agreement as "Invention") he shall promptly disclose to the Company full details of such Invention to enable
the Company to assess it and to determine whether under the applicable law the Invention is the property of the Company (provided
that any Invention which does not belong to the Company shall be treated as confidential by the Company).



 


		14.3	If the Executive (whether alone or with others) shall at
any time during the period of his employment with the Company create any documents, data, drawings, specifications, articles,
computer programmes, software (object or source code), equipment, network designs, business logic, notes, sketches, drawings,
reports, modifications, tools, scripts or other items directly or indirectly in the course of his employment and relating to or
capable of being used in the business of the Company or any Associated Companies in which the Executive is involved ("Works")
he shall promptly provide such Works to the Company and title in and to the tangible property of the Works shall immediately upon
creation or performance vest in and shall be and remain the sole and exclusive property of the Company and the Executive hereby
irrevocably and unconditionally assigns to the Company all right, title and interest in and to the same.



 




    	Page 9



     


    

 


		14.4	If any copyright, design right (whether registered or unregistered)
or database rights in the Works (together "Authorship Rights") or any Invention belong to the Company, the Executive
shall consider himself as a trustee for the Company in relation to all such Authorship Rights or Invention and shall, at the request
and expense of the Company, do all things necessary to vest all rights, title and interest in such Authorship Rights or Invention
in the Company or its nominee absolutely as legal and beneficial owner and to secure and preserve full patent, copyright, design
right or other appropriate forms of protection therefor in any part of the world as the Company shall in its discretion think
fit.



 


		14.5	If any Authorship Rights or Invention do not belong to
the Company, the Company shall have the right to acquire for itself or its nominee the Executive's rights in such Authorship
Rights or Invention within three months after disclosure or provision pursuant to Clause 14.2 or 14.3 of this Agreement (as applicable),
(or three months after the Company has actual knowledge of the existence of such Authorship Rights or Invention, where the Executive
fails to disclose or provide documents or information pursuant to Clause 14.2 or 14.3 of this Agreement (as applicable)) on fair
and reasonable terms to be agreed or in default of agreement within one month to be acquired at a price to be determined by a
single expert to be nominated in default of agreement, at the request of either the Company or the Executive, by the President
for the time being of the Chartered Institute of Patent Agents or in default by the Courts.



 


		14.6	If the Executive (whether alone or with others) shall
at any time during the term of his employment generate any idea, method or information relating to the business, finances
or affairs of the Company in which he is involved capable of use by the Company or any Associated Companies which is not an Invention
or Works (hereinafter called "Information") the Executive shall promptly disclose to the Company full details of such
Information and he acknowledges that such Information belongs to the Company.



 


		14.7	The Executive shall give notice in writing to the Company
promptly on becoming aware of any infringement or suspected infringement of any intellectual property rights in any Invention,
Authorship Rights, Works or Information. The Executive shall also notify the Company promptly on becoming aware of any infringement
or suspected infringement of any other intellectual property rights which the Executive should reasonably believe to be vested
in or owned by the Company or any Associated Companies or of any use by or disclosure to a third party (which he should reasonably
believe to be unauthorised by the Company) of any Confidential Information.



 


		14.8	Save for clause 14.7, rights and obligations under this
Agreement shall continue in force after the termination of this Agreement in respect of each or each set of Invention, Authorship
Rights, Works and Information and shall be binding upon the Executive's representatives.



 


		14.9	The Executive irrevocably
waives any rights he may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Act 1988 and any
foreign corresponding rights in respect of all Authorship Rights owned by the Company, or acquired by the Company or to be acquired
by the Company pursmint to Clause 14.5.



 




    	Page 10



     


    

 


		14.10	The Executive hereby irrevocably appoints the Company to
be his Attorney in his name and on his behalf to execute and do any such instrument or thing as may be required and generally
to use the Executive's name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this
Agreement (or of the Company's entitlement under statute) and in favour of any third party a certificate in writing signed by
any director or the secretary of the Company that any instrument or act falls within the authority hereby confirmed shall be conclusive
evidence that such is the case.



 


		15.	CONFIDENTIALITY



 


		15.1	In addition to the Executive's common law obligations to
keep confidential information secret, he must not disclose to any person, firm or company, otherwise than in the proper course
of his duties or with the written consent of the Company, any trade secret or information of a confidential nature concerning
the Company's business or the business of any Associated Company, any client or prospective client including, but not limited
to:



 


		15.1.1	any trade secret or confidential or secret information
concerning the business development, affairs, future plans, business methods, connections, operations, accounts, finances, organisation,
processes, policies or practices, designs, dealings, trading, software, or know-how relating to or belonging to the Company and/or
to any Associated Company or any of its suppliers, agents, distributors, clients or customers;



 


		15.1.2	confidential computer software, computer-related know-how,
passwords, computer programmes, specifications, object codes, source codes, network designs, business processes, business logic,
inventions, improvements and/or modifications relating to or belonging to the Company and/or any Associated Company;



 


		15.1.3	details of the Company's or any Associated Company's financial
projections or projects, prices or pricing strategy, advertising, marketing or development plans, product development plans or
strategies, fee levels, commissions and commission structures, market share and pricing statistics, marketing surveys and research
reports and their interpretation;



 


		15.1.4	any confidential research, report or development undertaken
by or for the Company or any Associated Company;



 


		15.1.5	details of relationships or arrangements with, or knowledge
of the needs or the requirements of, the Company's or any Associated Company's actual or potential clients or customers;



 


		15.1.6	information supplied in confidence
by customers, clients or any third party to which the Company or any Associated Company owes an obligation of confidentiality;



 




    	Page 11



     


    

 


		15.1.7	lists and details of contracts
with the Company's or any Associated Company's actual or potential suppliers;



 


		15.1.8	information of a personal or otherwise of a confidential
nature relating to fellow employees, directors or officers of and/or consultants to, the Company and/or any Associated Company
for which the Executive may from time to time provide services;



 


		15.1.9	confidential information concerning, or details of, any
competitive business pitches, and/or target details;



 


		15.1.10	any document or information marked as confidential on its
face; or



 


		15.1.11	any document or information which has been supplied to
the Executive in confidence or which he has been informed is confidential or which he might reasonably be aware is confidential.



 


Any information of the sort described
in this Clause 15.1 which the Executive obtains or becomes aware of during the course of his employment under this Agreement or
which, by virtue of the Executive's position, it may reasonably be assumed he has obtained or become aware of shall be "Confidential
Information" for the purposes of this Agreement.


 


		15.2	The Executive undertakes to use his best endeavours to
prevent unauthorised publication or disclosure to any third party of any Confidential Information (save as may be required by
law or a duly authorised regulatory body).



 


		15.3	The provisions in Clauses 15.1 and 15.2 shall continue
to apply after termination of employment, howsoever arising, without any time limit but shall cease to apply to any information
or knowledge which may at any time come into the public domain other than through unauthorised disclosure of the Executive.



 


		15.4	Nothing in this Clause 15 shall be construed or interpreted
as preventing the Executive from making a "protected disclosure" within the meaning of the Public Interest Disclosure
Act 1998. In circumstances where the Executive feels it is necessary for him to make such a disclosure, he should first raise
the issue with the Board, or if the Executive's concerns relate to certain members of the Board, to an officer or officers of
the Company whom he believes are not involved or implicated in the relevant matter.



 


		16.	TERMINATION OF EMPLOYMENT



 


		16.1	The employment of the Executive may be terminated by the
Company immediately without notice or payment in lieu of notice if the Executive:-



 


		16.1.1	commits any serious or persistent material breach of the
terms contained in this Agreement (after receiving prior written warning of the nature of such breach and having been given a
reasonable opportunity to rectify it); or



 


		16.1.2	is guilty of any serious
negligence or gross misconduct in connection with or affecting the business or affairs of the Company or any Associated Company
for which he is required to perform duties; or



 




    	Page 12



     


    

 


		16.1.3	is guilty of conduct which
seriously damages (or which in the reasonable opinion of the Board is likely to seriously damage) the interests of the Company
or its shareholders or any Associated Company or which brings (or in the reasonable opinion of the Board is likely to bring) himself
or the Company or its shareholders or any Associated Company into material disrepute or results in him failing or ceasing to be
acceptable as a director or officer of any Group Company to any relevant regulatory body governing the activities of any Group
Company; or



 


		16.1.4	is convicted of an arrestable criminal offence (other than
an offence under road traffic legislation in the United Kingdom or elsewhere for which a non-custodial penalty is imposed); or



 


		16.1.5	is adjudged bankrupt or makes any arrangement or composition
with his creditors or has an interim order made against him pursuant to Section 252 of the Insolvency Act 1986; or



 


		16.1.6	is or becomes prohibited by law from being a director;
or 16.1.7 voluntarily resigns as a director of the Company; or



 


		16.1.8	commits or has committed any material breach of the Articles
of Association of the Company.



 


		16.2	Upon the termination of his employment (for whatever reason
and howsoever arising) and where the Company exercises its rights pursuant to clause 3.2 of this Agreement, the Executive:-



 


		16.2.1	shall not take away, conceal or destroy but shall immediately
deliver up to the Company all documents (which expression shall include but without limitation notes, memoranda, correspondence,
drawings, sketches, plans, designs and any other material upon which data or information is recorded or stored) produced during
the course of his employment with the Company relating to the business or affairs of the Company or any Associated Company or
any of their clients, customers, shareholders, employees, officers, suppliers, distributors and agents (and the Executive shall
not be entitled to retain any copies or reproductions of any such documents) together with any other property belonging to the
Company or any Associated Company (including his car(s) and its keys, but without prejudice to any claim for compensation for
loss of its use for the duration of his notice period) which may then be in his possession or under his control;



 


		16.2.2	shall at the request of the
Board immediately resign without claim for compensation from office as a director of the Company and any Associated Company and
from any other office held by him in the Company or any Associated Company (but without prejudice to any claim he may have
for damages for breach of this Agreement or otherwise) and in the event of his failure to do so the Company is hereby irrevocably
authorised to appoint some person in his name and on his behalf to sign and deliver such resignations to the Board; and



 




    	Page 13



     


    

 


		16.2.3	shall not at any time after
termination make any untrue or misleading oral or written statement concerning the business and affairs of the Company or any
Associated Company nor represent himself or permit himself to be held out as being in any way connected with or interested in
the business of the Company or any Associated Company (except as a former employee for the purpose of communicating with prospective
employers or complying with any applicable statutory requirements); and



 


		16.2.4	shall immediately repay all outstanding debts or loans
due to the Company or any Associated Company and the Company is hereby authorised to deduct from any wages (as defined by Section
27 of the Employment Rights Act 1996) of the Executive a sum in repayment of all or any part of any such debts or loans.



 


		16.3	If the employment of the Executive is terminated by reason
of the liquidation of the Company for the purpose of reconstruction or amalgamation or as part of any arrangement for the amalgamation
or reconstruction of the Company not involving insolvency and the Executive is offered employment with any concern or undertaking
resulting from the reconstruction or amalgamation (and in such circumstances the continuity of the Executive's employment shall
be unbroken) on terms and conditions which taken as a whole are not less favourable than the terms of this Agreement then the
Executive shall have no claim against the Company in respect of such termination.



 


		17.	RETIREMENT



 


The Company's normal retirement age is 65.


 


		18.	EXECUTIVE'S COVENANTS



 


		18.1	The Executive acknowledges that during the course of his
employment with the Company he will receive and have access to Confidential Information and he will also receive and have access
to detailed information relating to the operations and business requirements of the Company and its Associated Companies and accordingly
he is willing to enter into the covenants described in Clause 18.2, 18.3 and 18.4 in order to provide the Company and its Associated
Companies with what he considers to be reasonable protection for those interests.



 


		18.2	The Executive hereby covenants with the Company for itself
and as trustee for its Associated Companies that he will not for a period of three months after the Relevant Date (without prior
written consent of the Company) either alone or jointly with or on behalf of any person directly or indirectly carry on or set
up or be employed or engaged by or otherwise assist in or be interested in any capacity (including without limitation as a shareholder)
in a business anywhere within the Relevant Area which is in competition with the part of the business of the Group with which
the Executive was involved or of which he had significant knowledge or in relation to which he held Confidential Information
during the 12 months prior to the Relevant Date, save that the Executive shall not be in breach of this restriction by virtue
of him carrying on, setting up or being employed or engaged by or otherwise assisting in or being interested in any capacity in
any business (the "Acquired Business") which carries on a competing business if the turnover attributable to the competing
part of the Acquired Business represents less than 20% of the total turnover attributable to the Acquired Business and the Executive
is not employed or engaged in that part of the Acquired Business which is in competition with the business of the Group.



 




    	Page 14



     


    

 


		18.3	The Executive hereby covenants with the Company for itself
and as trustee for its Associated Companies that he will not for a period of 6 months after the Relevant Date (without the prior
written consent of the Company), either alone or jointly with or on behalf of any person directly or indirectly:-



 


		18.3.1	in competition with the business carried on or any new
business proposed to be carried on by any member of the Group with which the Executive was involved during the 12 months prior
to the Relevant Date, interfere with or seek to interfere with the continuations of supplies, that are material to the continuation
of the business or proposed business of any Group member, from any person with whom the Executive has dealt with on the behalf
of any Group member during the period of 12 months prior to the Relevant Date;



 


		18.3.2	solicit or entice away or endeavour to solicit or entice
away from the Company or any Associated Company for the purposes of employment or engagement any person who at the Relevant Date
is employed or engaged by the Company or any Associated Company in a senior management capacity and with whom the Executive worked
closely during the period of 12 months prior to the Relevant Date (whether or not such person would commit a breach of his contract
of employment by so doing);



 


		18.3.3	in competition with the business carried on or any new
business proposed to be carried on by any member of the Group, with which the Executive was involved during the 12 months prior
to the Relevant Date, solicit or canvass business from any person, firm or company who, within the period of 12 months
prior to the Relevant Date, was a client of the Company or an Associated Company and with whom the Executive had business dealings
on behalf of the Company or any Associated Company during the period of 12 months prior to the Relevant Date; and



 


		18.3.4	in competition with the business carried on or any new
business proposed to be carried on by any member of the Group, with which the Executive was involved during the 12 months prior
to the Relevant Date, solicit or canvas, obtain business from or interfere in the Company's or any Associated Company's dealings
with any person, firm or company with whom, within a period of 12 months prior to the Relevant Date, the Executive was negotiating
with a view to dealing with them as a client of the Company or such Associated Company.



 


		18.4	The Executive hereby covenants with the Company for itself
and as trustee for its Associated Companies that he shall not at any time make use of any corporate or business name, which is
identical to or similar with or likely to be confused with the corporate names and/or business name or names of the Company or
of any Associated Company or in any way hold yourself out as being connected with the Company or any Associated Company.



 




    	Page 15



     


    

 


		18.5	Nothing in this Clause 19 shall prevent the Executive and
any person connected with him from being interested in securities which are for the time being quoted on a recognised investment
exchange (as defined by section 207(1) Financial Services Act 1986) if the Executive's interest (or the interest in any person
connected with him) in the securities does not exceed 3% of the total amount of the securities in issue.



 


		18.6	The Executive hereby agrees that he will at the cost of
the Company, enter into a direct agreement or undertaking with any Associated Company whereby he will accept restrictions and
provisions corresponding to the restrictions and provisions in Clause 18.2, 18.3 and 18.4 above (or such of them as may be appropriate
in the circumstances) in relation to such activities and such area and for such a period not exceeding 6 months as such Associated
Company may reasonably require for the protection of its legitimate business interests.



 


		18.7	The covenants contained in this Clause 18 each constitute
an entirely separate, severable and independent restriction.



 


		18.8	For the purposes of this Clause 18:



 


		18.8.1	"Relevant Date" means the earlier of (a) the
date of termination of the Executive's employment and (b) the date on which the Company exercises its rights to suspend the Executive
from his normal duties during his notice period pursuant to Clause 3.2 above; and



 


		18.8.2	"Relevant Area" shall mean England, Wales,
Scotland, Northern Ireland, Ireland and such other areas in which the Company or any Associated Company carries on business at
the Relevant Date and in or in respect of which the Executive shall have carried out duties or been engaged or concerned at any
time during the period of 12 months prior to the Relevant Date.



 


		18.9	The Executive acknowledges that the duration, extent and
application of each of the restrictions in this Clause 18 are no greater than is necessary for the protection of the legitimate
business interests of the Company and of Associated Companies with whom he is involved in the course of his employment and that
the restrictions are reasonable in the circumstances.



 


		18.10	The Executive hereby undertakes that if he receives and
accepts any offer of employment or any other engagement or arrangement made to the Executive by any third party or parties which
may give rise to a breach of one or more of the covenants contained in this Clause 18, he will notify the Company immediately
and further undertakes that on receipt of any such offer but before his acceptance thereof he will immediately inform the third
party or parties responsible for the notifiable offer of the existence of these covenants.



 


		19.	GRIEVANCE AND DISCIPLINARY PROCEDURE



 


Details of the Company's current
applicable procedures are set out in the Company's Grievance and Disciplinary Procedures, which are available from the Group HR
Director. These procedures apply to the Executive's employment, but do not form part of his contract of employment.


 




    	Page 16



     


    

 


		20.	DATA PROTECTION



 


		20.1	In addition to the specific consent contained in Clause
13.4 relating to the processing of data concerning the Executive's health, he agrees that by signing and dating this Agreement,
he has given consent to the Company processing personal data concerning the Executive in order to properly fulfil its obligations
to him under this Agreement and as otherwise required by law in relation to the Executive's employment in accordance with the
Data Protection Act 1998 ("the DPA"). Such processing will principally be for personnel, administrative and payroll
purposes.



 


		20.2	The Executive accepts and acknowledges that, if he is required
at any time to work on behalf of the Company or an Associated Company overseas, the Company may need to pass his personal data
to the person, firm or company with whom he is working anywhere in the world and the Executive hereby expressly consents to the
Company doing so.



 


		20.3	Without prejudice to the Executive's undertaking in Clause
13.4, in the event that the Company or any Associated Company needs to process any "sensitive personal data" (as defined
by the DPA) in relation to the Executive for its legitimate business needs, he undertakes to sign on request such express consents
as may be required to enable it to do so.



 


		21.	DIRECTORSHIP



 


		21.1	The Executive shall not during his employment voluntarily
resign from his office as a director of the Company and he shall not do or fail to do anything which causes or is likely to cause
him to be prohibited by law from continuing to act as a director.



 


		22.	NOTICES



 


		22.1	Any notice to be given under this Agreement shall be given
in writing and shall be deemed to be sufficiently served by one party on the other if it is delivered personally or is sent by
registered or recorded delivery pre-paid post addressed to either the Company's registered office for the time being or the Executive's
last known address as the case may be.



 


		22.2	Any notice sent by post shall be deemed (in the absence
of evidence of earlier receipt) to be received 2 days after posting and in proving the time such notice was sent it shall be sufficient
to show that the envelope containing it was property addressed, stamped and posted.



 


		23.	MISCELLANEOUS



 


		23.1	The Executive hereby confirms that by virtue of entering
into this Agreement he will not be in breach of any express or implied terms of any Court Order, contract or of any other obligation
legally binding upon him.



 


		23.2	Any benefits provided by
the Company to the Executive or his family which are not expressly referred to in this Agreement shall be regarded as ex-gratia
benefits provided at the entire discretion of the Company and shall not form part of the Executive's contract of employment.



 




    	Page 17



     


    

 


		24.	DEFINITIONS
AND INTERPRETATION



 


		24.1	In this Agreement unless the context otherwise requires
words and phrases defined in Part XXVI of the Companies Act 1985 have the same meanings thereby attributed to them and the following
expressions have the following meanings:-



 


"Associated Company" means any company
which is a holding company or a


subsidiary of the Company or a subsidiary of the Company's
holding company;


 


"the Board" means
the Board of Directors for the time being of the Company including any duly appointed committee thereof;


 


"Group" or "Group Company"
means the Company and the Associated Companies;


 


"Remuneration Committee"
means the committee of the Board constituted in accordance with the terms of reference adopted by the Company from time to
time.


 


		24.2	References in this Agreement to Clauses are to Clauses
in this Agreement.



 


		24.3	This Agreement contains the entire understanding between
the parties and supersedes all (if any) subsisting agreements, arrangements and understandings (written or oral) relating to the
employment of the Executive which such agreements, arrangements and understandings shall be deemed to have been terminated by
mutual consent. The Executive acknowledges that he has not entered into this Agreement in reliance on any warranty, representation
or undertaking which is not contained in or specifically incorporated in this Agreement.



 


		24.4	The various Clauses and Sub-Clauses of this Agreement are
severable and if any Clause or Sub-Clause or identifiable part thereof is held to be invalid or unenforceable by any count of
competent jurisdiction then such invalidity or unenforceability shall not affect the validity or enforceability of the remaining
Clauses or Sub-Clauses or identifiable parts thereof in this Agreement.



 


		24.5	This Agreement is governed by and shall be construed in
accordance with English law and the parties to this Agreement hereby submit to the exclusive jurisdiction of the English courts.



 


		25.	COUNTERPARTS



 


This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the
same instrument.


 


IN
WITNESS whereof this Agreement has been executed as a deed by the parties hereto and is intended to be and is hereby delivered
on the date first above written.


 




    	Page 18



     


    

 


	EXECUTED as a deed by                                 )	 	 
	 	 	 
	INSPIRED GAMING (UK) LI 1 TED            )	 	 
	 	 	 
	 	 	of director
	 	 	 
	Luke Alvarez	 	Name of director
	 	 	 
	 	 	Signature of director/secretary
	 	 	 
	 	 	Name of director/secretary


 


	SIGNED as a deed 	)	 
	by David Wilson	 
	 	 
	in the presence of	Susan Albion




 


	 	 	Signature of witness
	 	 	 
	Susan Albion	 	Name of witness
	 	 	 
	2-4 Buchnall St	 	Address of witness
	 	 	 
	 	 	 
	 	 	 
	 	 	Witness occupation


 




    	Page 19



     


    

 


Inspired Gaming UK Limited


(Registered number 3565640)


3 The Maltings, Wetmore Road, Burton on Trent,


Staffordshire DE14 1SE


 


David Wilson


181 Impasse Des Chenes


Valbonne


 


6th July 2010


 


Dear David,


 


Service Agreement between Inspired Gaming
UK Limited (the "Company") and David Wilson dated 1 October 2008 (the "Service Agreement")


 


We refer to the Service Agreement and hereby
propose that with immediate effect, the Service Agreement be amended to the extent that:


 


		1.	Clause 17 shall be deleted and replaced with a new Clause 17 as follows:



 


"The Company may terminate the
Executive's employment, on the grounds of retirement, on the Company's normal retirement age, which for the time being is age 65
years. This Clause 17 does not affect any statutory right the Executive may have to make a request to continue the employment beyond
the Company's normal retirement age but no agreement pursuant to such statutory right whereby the Executive will work beyond the
Company's normal retirement age will affect the Company's normal retirement age."


 


		2.	Clause 24 shall be amended by the deletion of the words "Part XXVI of the Companies Act 1985"
in the second line of the first paragraph which shall be replaced with the words "the Companies Act 2006".



 


All of your existing terms and condition
of employment shall continue save to the extent amended by this letter.


 


We should be grateful if you would indicate
your acceptance of this letter as an amendment to the Service Agreement by signing this letter where indicated below.


 


Yours sincerely


 


	/s/ Luke Alvarez	 
	,
director for and on behalf of 	 


 


Inspired Gaming UK Limited


 




    	Page 20



     


    

 





 


I have read and agree to the above terms and conditions of this
letter and acknowledge that this letter amends the Service Agreement.


 


Signed and delivered as a deed on the date set out above by David
Wilson


 


	/s/ David Wilson	 


 


	David Wilson	In the presence of 


 


	 	/s/ Jonathan Garnett	Witness
	 	 	 
	 	Jonathan Garnett	Name
	 	 	 
	 	The Garden Flat	Address
	 	106 Skipton Road	 
	 	Ilkley LS29 9HE	 


  








    	Page 21



     


    



 


 


20th December 2011


 


Mr D Wilson


181 Impasse Des Chenes


Valbonne


06560


France


 


Dear Dave


 


I am pleased to be able to confirm that your car allowance has been
increased to £25,756 per annum with effect from 1st December 2011.


 


This increase will be reflected in your salary payable on 30th
December 2011.


 


Yours sincerely


 


Luke Alvarez


CEO


 








    	Page 22