Unassociated Document


    Exhibit
      10-11

     

    TAX
      I.D.
      NO. 87-0705063 

    


     

    FLOATING
      EURODOLLAR NOTE

     

     

    
      	$1,000,000	
              Detroit,
                Michigan

            
	 	
              October
                7, 2005

            


    

     

    


    On
      or
      before October 10, 2007 (herein called the “Maturity Date”), FOR VALUE RECEIVED,
      the undersigned, NEW
      MEDIA LOTTERY SERVICES, INC., a Delaware corporation
      (herein
      called “Borrower”), promises to pay to the order of COMERICA BANK, a Michigan
      banking corporation (herein called “Bank”), in lawful currency of the United
      States of America, the principal sum of ONE MILLION AND NO/100 DOLLARS
      ($1,000,000), together with interest thereon as hereinafter set
      forth.

     

    Subject
      to the terms and conditions of this Note, the unpaid principal balance from
      time
      to time outstanding under this Note during an applicable Monthly Period shall
      bear interest at a per annum rate equal to the Eurodollar Rate applicable to
      such Monthly Period. For purposes of this Note, the Eurodollar Rate for an
      applicable Monthly Period shall be determined as of the Interest Reset Date
      which is the first day of such Monthly Period, and (subject to the terms and
      conditions of this Note) such interest rate shall remain and continue as the
      Applicable Interest Rate for the entire unpaid principal balance from time
      to
      time outstanding under this Note at any time during such Monthly Period, until
      the next-occurring Interest Reset Date, at which time, the Eurodollar Rate
      shall
      again be determined and recalculated in accordance with the foregoing for the
      next-occurring Monthly Period.

     

    Accrued
      and unpaid interest hereunder shall be payable monthly, in arrears, on the
      first
      (1st) Business Day of each month, until maturity (whether as stated herein,
      by
      acceleration, or otherwise). Interest accruing hereunder shall be computed
      on
      the basis of a year of 360 days, and shall be assessed for the actual number
      of
      days elapsed, and in such computation, to the extent applicable, effect shall
      be
      given to any change in the Applicable Interest Rate as a result of any change
      in
      the Prime Rate on the date of each such change in the Prime Rate. A late payment
      charge equal to 5% of each late payment may be charged on any payment not
      received by the Bank within 10 calendar days after the payment due date, but
      acceptance of payment of this charge shall not waive any Default under this
      Note.

     

    The
      Applicable Interest Rate and the amount and date of any repayments shall be
      noted on Bank’s records, which records shall be conclusive evidence thereof,
      absent manifest error; provided, however, any failure by Bank to make any such
      notation, or any error in any such notation, shall not relieve Borrower of
      its
      obligations to repay Bank all amounts payable by Borrower to Bank under or
      pursuant to this Note, when due in accordance with the terms
      hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Borrower
      may prepay all or part of the outstanding balance of this Note at any time
      without penalty or premium; provided, however, Borrower shall not be permitted
      to reborrow any amounts so prepaid.

     

    In
      the
      event that any payment under this Note becomes due and payable on any day which
      is not a Business Day, the due date thereof shall be extended to the next
      succeeding Business Day, and, to the extent applicable, interest shall continue
      to accrue and be payable thereon during such extension at the rates set forth
      in
      this Note.

     

    All
      payments to be made by Borrower to Bank under or pursuant to this Note shall
      be
      in immediately available funds, without setoff or counterclaim, and in the
      event
      that any payments submitted hereunder are in funds not available until
      collected, said payments shall continue to bear interest until collected.
      Borrower hereby authorizes Bank to charge any account of Borrower with Bank
      for
      all sums due hereunder when due in accordance with the terms
      hereof.

     

    Borrower
      acknowledges and agrees that if Bank shall designate a Eurodollar Lending Office
      which maintains books separate from those of the rest of Bank, Bank shall have
      the option of maintaining all or any part of the Indebtedness under this Note
      on
      the books of such Eurodollar Lending Office.

     

    If
      Bank
      determines that, (a) by reason of circumstances affecting the foreign exchange
      and interbank markets generally, deposits in eurodollars in the applicable
      amounts or for the relative maturities are not being offered to Bank, or (b)
      if
      the rate of interest referred to in the definition of "Eurodollar Rate" does
      not
      accurately or fairly cover or reflect the cost to Bank of making or maintaining
      the Indebtedness hereunder at the Eurodollar Rate, then Bank shall forthwith
      give notice thereof to the Borrower. Thereafter, until Bank notifies Borrower
      that such conditions or circumstances no longer exist, the Indebtedness from
      time to time outstanding hereunder shall bear interest at the Prime-based
      Rate.

     

    If,
      after
      the date hereof, the introduction of, or any change in, any applicable law,
      rule
      or regulation or in the interpretation or administration thereof by any
      governmental authority charged with the interpretation or administration
      thereof, or compliance by Bank (or its Eurodollar Lending Office) with any
      request or directive (whether or not having the force of law) of any such
      authority, shall make it unlawful or impossible for the Bank (or its Eurodollar
      Lending Office) to make or maintain any Indebtedness hereunder with interest
      at
      the Eurodollar Rate, Bank shall forthwith give notice thereof to Borrower.
      Thereafter, until Bank notifies Borrower that such conditions or circumstances
      no longer exist, the right of Borrower to have the Indebtedness hereunder bear
      interest at the Eurodollar Rate shall be suspended, and the entire principal
      amount outstanding under this Note shall bear interest at the Prime-based
      Rate.

     

    If
      the
      adoption after the date hereof, or any change after the date hereof in, any
      applicable law, rule or regulation of any governmental authority, central bank
      or comparable agency charged with the interpretation or administration thereof,
      or compliance by Bank (or its Eurodollar Lending Office) with any request or
      directive (whether or not having the force of law) made by any such authority,
      central bank or comparable agency after the date hereof:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	(a)  	
              shall
                subject Bank (or its Eurodollar Lending Office) to any tax, duty
                or other
                charge with respect to this Note or any Indebtedness hereunder or
                shall
                change the basis of taxation of payments to Bank (or its Eurodollar
                Lending Office) of the principal of or interest on this Note or any
                other
                amounts due under this Note in respect thereof (except for changes
                in the
                rate of tax on the overall net income of Bank or its Eurodollar Lending
                Office imposed by the jurisdiction in which Bank’s principal executive
                office or Eurodollar Lending Office is located);
                or

            


    

     

    
      	(b)  	
              shall
                impose, modify or deem applicable any reserve (including, without
                limitation, any imposed by the Board of Governors of the Federal
                Reserve
                System), special deposit or similar requirement against assets of,
                deposits with or for the account of, or credit extended by Bank (or
                its
                Eurodollar Lending Office) or shall impose on Bank (or its Eurodollar
                Lending Office) or the foreign exchange and interbank markets any
                other
                condition affecting any Indebtedness under this
                Note;

            


    

     

    and
      the
      result of any of the foregoing is to increase the cost to Bank of maintaining
      any part of the Indebtedness hereunder or to reduce the amount of any sum
      received or receivable by Bank under this Note by an amount deemed by the Bank
      to be material, then Borrower shall pay to Bank, within fifteen (15) days of
      Borrower’s receipt of written notice from Bank demanding such compensation, such
      additional amount or amounts as will compensate Bank for such increased cost
      or
      reduction. A certificate of Bank, prepared in good faith and in reasonable
      detail by Bank and submitted by Bank to Borrower, setting forth the basis for
      determining such additional amount or amounts necessary to compensate Bank
      shall
      be conclusive and binding for all purposes, absent manifest error in
      computation.

    


    In
      the
      event that any applicable law, treaty, rule or regulation (whether domestic
      or
      foreign) now or hereafter in effect and whether or not presently applicable
      to
      Bank, or any interpretation or administration thereof by any governmental
      authority charged with the interpretation or administration thereof, or
      compliance by Bank with any guideline, request or directive of any such
      authority (whether or not having the force of law), including any risk-based
      capital guidelines, affects or would affect the amount of capital required
      or
      expected to be maintained by Bank (or any corporation controlling Bank), and
      Bank determines that the amount of such capital is increased by or based upon
      the existence of any obligations of Bank hereunder or the making or maintaining
      any Indebtedness hereunder, and such increase has the effect of reducing the
      rate of return on Bank’s (or such controlling corporation's) capital as a
      consequence of such obligations or the making or maintaining of such
      Indebtedness hereunder to a level below that which Bank (or such controlling
      corporation) could have achieved but for such circumstances (taking into
      consideration its policies with respect to capital adequacy), then Borrower
      shall pay to Bank, within fifteen (15) days of Borrower’s receipt of written
      notice from Bank demanding such compensation, additional amounts as are
      sufficient to compensate Bank (or such controlling corporation) for any increase
      in the amount of capital and reduced rate of return which Bank reasonably
      determines to be allocable to the existence of any obligations of the Bank
      hereunder or to the making or maintaining any Indebtedness hereunder. A
      certificate of Bank as to the amount of such compensation, prepared in good
      faith and in reasonable detail by the Bank and submitted by Bank to Borrower,
      shall be conclusive and binding for all purposes absent manifest error in
      computation.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    This
      Note
      and any other indebtedness and liabilities of any kind of Borrower to Bank,
      and
      any and all modifications, renewals or extensions thereof, whether joint or
      several, contingent or absolute, direct or indirect, now existing or later
      arising, and however evidenced (collectively the “Indebtedness”), are secured by
      and Bank is granted a security interest in all items at any time deposited
      in
      any account of Borrower with Bank and by all proceeds of these items (cash
      or
      otherwise), all account balances of Borrower from time to time with Bank, by
      all
      property of Borrower from time to time in the possession of Bank, and by any
      other collateral, rights and properties described in each and every mortgage,
      security agreement, pledge, assignment and other security or collateral
      agreement which has been, or will at any time(s) later be, executed by Borrower
      or others to or for the benefit of Bank (collectively the “Collateral”).
      Notwithstanding the foregoing, (a) to the extent that any portion of the
      Indebtedness is a consumer loan, that portion shall not be secured by any deed
      of trust or mortgage on or other security interest in any of Borrower’s
      principal dwelling or in any of Borrower’s real property which is not a purchase
      money security interest as to that portion, unless expressly provided to the
      contrary in another place, and (b) if Borrower has given or gives Bank a deed
      of
      trust or mortgage covering California real property, that deed of trust or
      mortgage shall not secure this Note or any other Indebtedness of Borrower,
      unless expressly provided to the contrary in another place.

     

    If
      (a)
      Borrower or any guarantor under a guaranty of all or any part of the
      Indebtedness (a “guarantor”) fail(s) to pay this Note, or any part thereof, or
      any of the Indebtedness when due, by maturity, acceleration or otherwise, or
      fail(s) to pay any Indebtedness owing on a demand basis upon demand; or (b)
      Borrower or any guarantor fail(s) to comply with any of the terms or provisions
      of any agreement between Borrower or any guarantor and Bank; or (c) Borrower
      or
      any guarantor become(s) insolvent or the subject of a voluntary or involuntary
      proceeding in bankruptcy, or a reorganization, arrangement or creditor
      composition proceeding, (if a business entity) cease(s) doing business as a
      going concern, (if a natural person) die(s) or become(s) incompetent, (if a
      partnership) dissolve(s) or any general partner of it dies, becomes incompetent
      or becomes the subject of a bankruptcy proceeding, or (if a corporation) is
      the
      subject of a dissolution, merger or consolidation; or (d) any warranty or
      representation made by Borrower or any guarantor in connection with this Note
      or
      any of the Indebtedness shall be discovered to be untrue or incomplete in any
      material respect; or (e) there is any termination, notice of termination, or
      breach of any guaranty, pledge, collateral assignment or subordination agreement
      relating to all or any part of the Indebtedness; or (f) there is any failure
      by
      Borrower or any guarantor to pay, when due, any of its indebtedness (other
      than
      to Bank) or in the observance or performance of any term, covenant or condition
      in any document evidencing, securing or relating to such indebtedness; or (g)
      Bank deems itself insecure, believing in good faith that the prospect of payment
      or performance of this Note or any of the Indebtedness is materially impaired
      or
      shall fear deterioration, removal or waste of any of the Collateral; or (h)
      there is filed or issued a levy or writ of attachment or garnishment or other
      like judicial process upon Borrower or any guarantor or any of the Collateral,
      including, without limit, any accounts of Borrower or any guarantor with Bank,
      then Bank, upon the occurrence and at any time during the continuance or
      existence of any of these conditions or events (each a “Default”), may at its
      option and without prior notice to Borrower, declare any or all of the
      Indebtedness to be immediately due and payable (notwithstanding any provisions
      contained in the evidence of it to the contrary), sell or liquidate all or
      any
      portion of the Collateral, set off against the Indebtedness any amounts owing
      by
      Bank to Borrower, charge interest at the default rate provided in the document
      evidencing the relevant Indebtedness, and exercise any one or more of the rights
      and remedies granted to Bank by any agreement with Borrower or which are granted
      to Bank under applicable law, or otherwise.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      anything to the contrary set forth in this Note, upon the occurrence and during
      the continuance or existence of any Default hereunder, the Indebtedness
      outstanding hereunder shall bear interest at a per annum rate equal to the
      rate
      of interest otherwise prevailing under this Note plus 3% per annum (but in
      no
      event in excess of the maximum rate permitted by law), which interest shall
      be
      payable upon demand.

     

    Borrower
      waives presentment, demand, protest, notice of dishonor, notice of demand or
      intent to demand, notice of acceleration or intent to accelerate, and all other
      notices, and agrees that no extension or indulgence to Borrower, or release,
      substitution or nonenforcement of any security, or release or substitution
      of
      any guarantor or any other party, whether with or without notice, shall affect
      the obligations of Borrower. Borrower waives all defenses or right to discharge
      available under Section 3-605 of the Uniform Commercial Code and waives all
      other suretyship defenses or right to discharge. Borrower agrees that Bank
      has
      the right to sell, assign, or grant participations, or any interest, in any
      or
      all of the Indebtedness, and that, in connection with such right, but without
      limiting its ability to make other disclosures to the full extent allowable,
      Bank may disclose all documents and information which the Bank now or later
      has
      relating to Borrower and the Indebtedness.

     

    Borrower
      agrees to reimburse Bank, or any other holder or owner of this Note, for any
      and
      all costs and expenses (including, without limit, court costs, legal expenses
      and reasonable attorneys’ fees, whether inside or outside counsel is used,
      whether or not suit is instituted, and, if suit is instituted, whether at the
      trial court level, appellate level, in a bankruptcy, probate or administrative
      proceeding or otherwise) incurred in collecting or attempting to collect this
      Note or the Indebtedness or incurred in any other matter or proceeding relating
      to this Note or the Indebtedness.

     

    Borrower
      acknowledges and agrees that there are no contrary agreements, oral or written,
      establishing a term of this Note and agrees that the terms and conditions of
      this Note may not be amended, waived or modified except in a writing signed
      by a
      duly authorized officer of Bank expressly stating that the writing constitutes
      an amendment, waiver or modification of the terms of this Note. If any provision
      of this Note is unenforceable in whole or part for any reason, the remaining
      provisions shall continue to be effective. THIS NOTE SHALL BE GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN.

     

    This
      Note
      shall bind Borrower and Borrower’s respective successors and
      assigns.

     

    For
      the
      purposes of this Note, the following terms shall have the following
      meanings:

     

    “Applicable
      Interest Rate” shall mean, in respect of the Indebtedness outstanding under this
      Note at any time, the Eurodollar Rate or the Prime-based Rate, as determined
      in
      accordance with the terms and conditions of this Note.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Business
      Day” shall mean any day, other than a Saturday, Sunday or holiday, on which Bank
      is open for all or substantially all of its domestic and international business
      (including dealings in foreign exchange) in Detroit, Michigan, and, in respect
      of notices and determinations relating to the Eurodollar Rate, also a day on
      which transactions in the interbank eurodollar market are
      conducted.

     

    “Eurodollar
      Rate” shall mean, in respect of any applicable Monthly Period, a per annum
      interest rate, calculated as of the Interest Reset Date which is the first
      day
      of such Monthly Period, and which shall be the Applicable Interest Rate under
      this Note for such Monthly Period, which is equal to the sum of the Eurodollar
      Margin plus the quotient of the following (which amount shall be rounded
      upwards, if necessary, to the nearest 1/16th of 1%):

     

    
      	(a)  	
              the
                per annum interest rate at which Bank's Eurodollar Lending Office
                offers
                deposits to prime banks in the eurodollar market for a period of
                time
                equal to such Monthly Period at or about 11:00 a.m. (Detroit, Michigan
                time) (or as soon thereafter as practical) on each such Interest
                Reset
                Date;

            


    

     

     divided
      by

     

    
      	(b)  	
              a
                percentage (expressed as a decimal) equal to 1.00 minus the maximum
                rate
                during such Interest Period at which Bank is required to maintain
                reserves
                on "Euro-currency Liabilities" as defined in and pursuant to Regulation
                D
                of the Board of Governors of the Federal Reserve System or, if such
                regulation or definition is modified, and as long as Bank is required
                to
                maintain reserves against a category of liabilities which includes
                eurodollar deposits or includes a category of assets which includes
                eurodollar loans, the rate at which such reserves are required to
                be
                maintained on such category.

            


    

     

    “Eurodollar
      Lending Office” shall mean Bank’s office located in the Cayman Islands, British
      West Indies, or such other branch of Bank, domestic or foreign, as it may
      hereafter designate as its Eurodollar Lending Office by notice to
      Borrower.

     

    “Eurodollar
      Margin” shall mean two and one half percent (250 basis points) per
      annum.

     

    “Interest
      Reset Date” shall mean the first (1st) Business Day of each succeeding calendar
      month.

     

    “Monthly
      Period” shall mean a period of time commencing on a respective Interest Reset
      Date (i.e., the first (1st) Business Day of a calendar month), and ending on
      the
      next-occurring Interest Reset Date (i.e., the first (1st) Business Day of the
      next calendar month).

     

    “Prime
      Rate” shall mean the per annum interest rate established by Bank as its prime
      rate for its borrowers, as such rate may vary from time to time, which rate
      is
      not necessarily the lowest rate on loans made by Bank at any such
      time.

     

    “Prime-based
      Rate” shall mean a per annum interest rate equal to the Prime Rate *[[plus zero]
      percent (0%)].

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    No
      delay
      or failure of Bank in exercising any right, power or privilege hereunder shall
      affect such right, power or privilege, nor shall any single or partial exercise
      thereof preclude any further exercise thereof, or the exercise of any other
      power, right or privilege. The rights of Bank under this Agreement are
      cumulative and not exclusive of any right or remedies which Bank would otherwise
      have, whether by other instruments or by law.

     

    BORROWER
      AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE,
      BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE
      OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY,
      AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT
      OF
      LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED
      TO, THIS NOTE OR THE INDEBTEDNESS HEREUNDER.

     

     

     

                                            NEW
      MEDIA LOTTERY SERVICES, INC., a Delaware corporation

    


            By:         

    


            Its:         

    


            and

    


            By:         

    


            Its:         

    


    


    


            Address:_________________________________

                     _________________________________

     

    
      
        
        

      

      
        7