Unassociated Document


    Exhibit
      10-19

     

    THIS
      AGREEMENT
      ("Agreement")
      is
      entered into this 13th
      day of
      March 2006 by and among New Media Lottery Services, Inc. (a Delaware
      corporation) of 370 Neff Avenue, Suite L, Harrisonburg, VA 22801 USA and New
      Media Lottery Services International Limited (a company registered in Ireland
      with company number 33027) whose registered office is at G9 Calmount Park,
      Ballymount, Dublin, Ireland (each a "Party" and together the
      "Parties").

    


    As
      used
      in this agreement, capitalized terms have the meanings ascribed to them above
      and in Section 1 below, except as otherwise expressly provided.

    


    WITNESSETH

    


    WHEREAS,
      Alladdin Limited, ALL and Licensor entered into the Existing Licence
      Agreement;

     

    WHEREAS,
      Licensee desires to engage Licensor to perform the Licensor Services on the
      basis set forth in this agreement and Licensor accept the engagement by Licensee
      to perform the Licensor Services; and

    


    WHEREAS,
      Licensor desires to engage Licensee to provide the Licensee Services on the
      basis set forth in this agreement and Licensee accepts the engagement by
      Licensor to perform the Licensee Services; and

    


    WHEREAS,
      Alladdin Limited, ALL and Licensor have developed the Software which is useful
      in the operation of Internet lotteries; and

    


    WHEREAS,
      Licensee desires to acquire the right to Use the Software from Licensor and
      Licensor desires to grant that right in the Software to Licensee.

    


    WHEREAS,
      Licensor wishes to assign all of its rights and delegate all of its obligations
      under the Existing Licence Agreement to Licensee, and Licensee is willing to
      assume those rights and obligations (or to procure that New Media Lottery
      Services plc assumes those rights and obligations).

    


    NOW,
      THEREFORE, in consideration of the mutual agreements contained in this
      agreement; intending to be legally bound hereby, the Parties agree as
      follows:

    


    
      	
              1

            	
              SECTION
                1. CERTAIN DEFINITIONS AND
                INTERPRETATION

            


    

    


    
      	
              1.1

            	
              Definitions

            


    

    


    "Affiliated
      Companies"

    means
      in
      relation to any Person (i) any corporation that owns, directly or indirectly,
      more than fifty (50) percent of the outstanding capital stock of the Person
      entitled to vote in the election of directors; (ii) any corporation of which
      the
      Person owns, directly or indirectly, more than fifty (50) percent of the
      outstanding capital stock entitled to vote in the election of directors; and
      (iii) any other corporation of which a corporation described in clause "(i)"
      above owns, directly or indirectly, more than fifty (50) percent of the
      outstanding capital stock entitled to vote in the election of
      directors;

    


    "ALL"

    means
      Alladdin Lotteries Limited, a corporation organized and existing pursuant to
      the
      laws of England and Wales;

    


    "Alladdin
      Limited"

    means
      Alladdin Limited, a corporation organized and existing pursuant to the laws
      of
      England and Wales;

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    "Developments"

    means
      the
      modifications and/or enhancements to the Software created by the Licensor
      pursuant to the Existing Licence Agreement;

    


    "Documentation"

    means
      the
      documentation and operating instructions for the Software as described on
      schedule A;

    


    "Excluded
      Territory"

    means
      the
      UK and the Republic of Ireland and any additional country in which Licensee
      makes available for purchase by the general public an official, state regulated
      lottery, provided that Licensee shall give written notice to Licensor at least
      (3) three months prior to the proposed date of the sale to the general public
      of
      the first chance or entry to such lottery. Licensor agrees that it shall, within
      (3) months of the launch of such a lottery by Licensee, cease to operate any
      competing lottery, if any, in such country, except in the case were Licensor
      has
      been operating such lottery for (9) nine months or if otherwise agreed by the
      Parties;

    


    "Existing
      Licence Agreement"

    means
      the
      licence agreement entered into by Alladdin Limited, ALL and Licensor dated
      6th
      May
      2005;

    


    "GBP"

    means
      British Pound Sterling, the currency of Great Britain;

    


    "Internet"

    means
      the
      collection of networks of computers and related devices around the world linked
      by telecommunications and related methods and any development(s) thereto and
      successor(s) thereof;

    


    "Legal
      Proceeding"

    means
      any
      action, suit, litigation, arbitration proceeding, or other similar proceeding
      of
      any nature (including any civil, criminal, administrative, or appellate
      proceeding);

    


    "License"

    means
      the
      license in relation to the Software granted by Licensor to Licensee under
      Section 2.1 of this agreement;

    


    "Licensee"

    means
      New
      Media Lottery Services International Limited, a company registered in
      Ireland;

    


    "Licensee
      Services"

    means
      the
      services to be rendered by Licensee in favour of Licensor contemplated by
      Section 4 below and described on schedule D;

    


    "Licensor"

    means
      New
      Media Lottery Services, Inc., a Delaware corporation;

    


    "Licensor
      Services"

    means
      the
      services to be rendered by Licensor in favour of Licensee contemplated by
      Section 3 below and described on schedule C;

    


    "Person"

    means
      any
      individual, corporation, partnership, venture, estate, trust, association,
      entity, governmental body, or governmental authority;

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    "Proprietary
      Right"

    means
      any-trademark, trade name, service mark, trade secret, patent right, copyright,
      or other proprietary right;

    


    "Software"

    means
      the
      proprietary computer software program developed and utilized by Alladdin Limited
      and described in the Existing Licence Agreement as existing at the date of
      the
      Existing Licence Agreement and as re-written by Licensor pursuant to the
      Existing Licence Agreement, including any Developments and any corrections
      or
      amendments made to such program (in whatever version) not being
      Developments;

    


    "Territory"

    means
      anywhere in the entire world;

    


    "Use"

    means
      operate, reproduce, transmit (by electronic means or otherwise), make available,
      perform and display;

    


    "VAT"

    means
      value added, sales, use or similar UK tax.

    


    
      	
              1.2

            	
              Interpretation

            


    

    


    In
      this
      agreement unless otherwise specified, reference to:

    


    
      	 	
              1.2.1

            	
              a
                statute or statutory instrument or any of its provisions is to be
                construed as a reference to that statute or statutory instrument
                or such
                provision as the same may have been or may from time to time hereafter
                be
                amended or re-enacted;

            


    

    


    
      	 	
              1.2.2

            	
              sections
                or schedules are to sections and schedules to this agreement. The
                schedules form part of the operative provisions of this agreement
                and
                references to this agreement shall include references to the
                schedules.

            


    

    


    
      	
              2

            	
              SECTION
                2. GRANT OF LICENSE

            


    

    


    
      	
              2.1

            	
              Grant
                of License.
                Subject to the terms of this agreement, Licensor hereby grants to
                Licensee, and Licensee hereby accepts, a non-transferable, non-exclusive,
                perpetual (subject to Section 6.1.2 below), royalty-free license
                to Use
                the Software (in object code form) in the Territory. Licensee may
                not
                sublicense Use of the Software to any Persons in the
                Territory.

            


    

    


    
      	
              2.2

            	
              Reservation
                of Rights.
                All other rights in the Software are expressly reserved to Licensor
                and
                Alladdin Limited.

            


    

    


    
      	
              2.3

            	
              Delivery
                of Software and Documentation.
                Within ten (10) days from the date of this agreement, Licensor shall
                deliver (by physical delivery or electronic transmission) to Licensee:
                one
                (1) copy (in object code form) of the most current version of the
                Software
                in computer readable form; and one (1) copy of the Documentation.
                From
                time to time during the term of this agreement, Licensor shall deliver
                (by
                physical delivery or electronic transmission) to Licensee updated
                copies
                (in object code form) of the Software in computer readable form and
                updated copies of the Documentation to take account of any
                Developments.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
              2.4

            	
              Effect
                of Merger or Like Transaction.
                This agreement and all rights and obligations of the Parties shall
                remain
                in full force and effect following any merger of either Party with
                or into
                another Person and following any transfer of all or any portion of
                the
                outstanding stock or of all or any portion of the assets of either
                Party.

            


    

    


    
      	
              3

            	
              SECTION
                3. ALLADDIN SERVICES

            


    

    


    
      	
              3.1

            	
              Engagement
                of Licensor.
                Licensee hereby engages Licensor to perform or procure the performance
                of
                the Licensor Services, on the terms set out in this Section 3 and
                schedule
                B, and Licensor hereby accepts such
                engagement.

            


    

    


    
      	
              3.2

            	
              Standard
                of Service.
                Licensor shall perform or procure the performance of the Licensor
                Services
                with reasonable care and skill and in conformity with all laws and
                regulations applicable to the business in which it
                engages.

            


    

    


    
      	
              3.3

            	
              Term.
                Licensor's duty to perform or procure the performance of the Licensor
                Services shall commence as of the date hereof and shall extend for
                a term
                of two (2) years ("Initial Term"). After expiry of the Initial Term,
                the
                Licensor Services will continue automatically for additional one
                (1) year
                term(s) (each a "Renewal Term") unless or until terminated by Licensee
                or
                Licensor upon at least ninety (90) days' prior written notice to
                expire at
                the end of the Initial Term or a Renewal Term. Notwithstanding the
                foregoing, this agreement may be terminated as provided in Section
                6
                below.

            


    

    


    
      	
              3.4

            	
              Independent
                Contractor.
                Licensor shall provide the Licensor Services solely as an independent
                contractor and nothing contained in this agreement shall be construed
                as
                giving rise to an employment or agency relationship, joint venture,
                partnership or other form of business
                relationship.

            


    

    


    
      	
              3.5

            	
              No
                Authority to Bind Licensee.
                Licensor shall have no authority to take, nor shall it take, any
                action
                committing or obligating Licensee in any manner, and shall not represent
                itself to others as having such
                authority.

            


    

    


    
      	
              4

            	
              SECTION
                4. LICENSEE SERVICES

            


    

    


    
      	
              4.1

            	
              Engagement
                of Licensee.
                Licensor hereby engages Licensee to perform the Licensee Services,
                on the
                terms set out in this Section 4 and schedule C, and Licensee hereby
                accepts such engagement.

            


    

    


    
      	
              4.2

            	
              Term.
                Licensee's duty to perform the Licensee Services shall commence as
                of the
                date hereof and shall extend for a term of two (2) years ("Initial
                Term").
                After expiry of the Initial Term, the Licensee Services will continue
                automatically for additional one (1) year term(s) (each a "Renewal
                Term")
                unless or until terminated by Licensor or Licensee upon at least
                ninety
                (90) days' prior written notice to expire at the end of the Initial
                Term
                or a Renewal Term. Notwithstanding the foregoing, this agreement
                may be
                terminated as provided in Section 6
                below.

            


    

    


    
      	
              4.3

            	
              Independent
                Contractor.
                Licensee shall provide the Licensee Services solely as an independent
                contractor and nothing contained in this agreement shall be construed
                as
                giving rise to an employment or agency relationship, joint venture,
                partnership or other form of business
                relationship.

            


    

    


    
      	
              4.4

            	
              No
                Authority to Bind Licensor.
                Licensee shall have no authority to take, nor shall it take, any
                action
                committing or obligating Licensor in any manner, and it shall not
                represent itself to others as having such
                authority.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
              5

            	
              SECTION
                5. CONSIDERATION

            


    

    


    
      	
              5.1

            	
              Consideration
                for License

            


    

    


    In
      consideration for the grant of the License, Licensee shall pay the Licensor
      GBP£1 (one pound Sterling), receipt of which the Licensor hereby
      acknowledges.

    


    


    
      	
              5.2

            	
              Compensation
                for Services.
                In consideration of and as complete compensation for the Licensor
                Services
                Licensee shall pay to Licensor or its designees a sum equal to 2%
                of all
                card deposits run under the Barclaycard Business merchant accounts
                designated as GeLotto ID 2806107 and Rehab ID 2201036 ("Card Deposits"),
                said payment to be made the 10th day of each month. Licensee guarantees
                a
                minimum payment of US$8,000 per month ("Minimum Payment") to Licensor
                or
                its designees in connection with procuring the Licensor Services
                and that
                in the event that 2% of Card Deposits equals more than the Minimum
                Payment
                in any month, Licensee shall pay to Licensor the amount of any such
                difference by the 5th day of the following month. All monetary amounts
                payable under this Section 5.2 are net of any VAT which may be added
                if
                appropriate, and, if added, the VAT amount(s) shall be billed on
                a proper
                tax invoice. Licensor or its designees may charge Licensee daily
                interest
                on late payment of amounts due under this Section 5.2 (both before
                and
                after judgment) at a rate of 5% per annum above the Bank of England
                Base
                Rate (as at the date the payment was due), from the due date until
                the
                date of actual payment. If Licensee fails to pay amounts due to Licensor
                or its designees under this Section 5.2 by the due date, Licensee
                shall
                reimburse Licensor or its designees all reasonable expenses incurred
                by
                Licensor or its designees in recovering such amount. The Minimum
                Payment
                shall be recalculated every 31st January, 30th April, 31st July and
                31st
                October by multiplying GBP4,200 by the spot US$/GBP foreign exchange
                rate
                quoted by Invested Bank (UK) Limited, or such other bank as the Parties
                may determine, at noon on said dates and rounded up to the nearest
                US$.
                For the avoidance of doubt, any foreign exchange or other banking
                fees or
                expenses which may be charged to Licensor in the event that any payment
                is
                received by Licensor in a currency other than GBP shall be immediately
                reimbursed to Licensor by Licensee.

            


    

    


    
      	
              6

            	
              SECTION
                6. TERMINATION

            


    

    


    
      	
              6.1

            	
              Termination

            


    

    


    
      	 	
              6.1.1

            	
              Termination
                by Licensee

            


    

    


    
      	 	
              (a)

            	
              License.
                The consideration paid for the License as described in Section 5.1
                above
                is tendered in full payment for the License and the License may be
                terminated only in accordance with Section 6.1.2
                below.

            


    

    


    
      	 	
              (b)

            	
              Licensor
                Services.
                If Licensor is in material breach of its obligations to provide the
                Licensor Services and such breach continues for thirty (30) days
                after
                written notice served by Licensee specifying in reasonable detail
                the
                basis thereof Licensee's obligation to make payments under Section
                5.2
                above shall be suspended during the period beginning thirty (30)
                days
                after the delivery of such notice to Licensor and ending when such
                breach
                has been cured by Licensor in all respects. In the event that Licensor
                effects a cure of any material breach Licensee shall immediately
                make the
                payments previously suspended, subject to a right of set-off for
                any
                amounts paid during such time as Licensor failed to provide the Licensor
                Services. In the event that Licensor is unable to cure any material
                breach
                within ninety (90) days of the notice described in the foregoing
                sentence,
                Licensee may serve notice in writing on Licensor terminating the
                provision
                of the Licensor Services and Licensee's obligation to make payments
                for
                the Licensor Services.

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	 	
              (c)

            	
              Licensee
                Services.
                Licensee may by serving notice in writing on Licensor terminate the
                Licensee Services (i) if Licensor becomes bankrupt or insolvent or
                is
                unable to pay its debts or enters into compulsory or voluntary liquidation
                other than for the purpose of any corporate restructuring or
                reorganisation not in consequence of debt or compounds with or convenes
                a
                meeting of its creditors or has a receiver or manager or an administrative
                receiver or an administrator is appointed over its assets or ceases
                for
                any reason to carry on business or takes or suffers any similar or
                analogous action in any jurisdiction of the Territory or (ii) by
                reason of
                the operation of Section 6.1.1(b) above, in which cases, for the
                avoidance
                of doubt, Licensee shall adhere to the Migration Plan as set out
                in
                Section 6.3 below.

            


    

    


    
      	 	
              6.1.2

            	
              Termination
                by Licensor

            


    

    


    
      	 	
              (a)

            	
              License.
                Licensor may by serving notice in writing on Licensee terminate the
                License if Licensee is in material breach of any obligation in this
                agreement relating to the License (including those set out in Section
                2
                above and Section 8 below) and fails to remedy such breach (if capable
                of
                remedy) within thirty (30) days of a written notice served by Licensor
                specifying the breach.

            


    

    


    
      	 	
              (b)

            	
              Licensor
                Services.

            


    

    


    In
      the
      event that Licensee fails to perform any of Licensee's obligations set out
      in
      Section 5.2 above within thirty (30) days of the date due for performance,
      Licensor shall be entitled by serving notice in writing on Licensee to suspend
      performance of the Licensor Services (but without prejudice to Licensee's
      obligations to pay the consideration under Section 5.2 above) until such time
      as
      Licensee performs such obligation. If Licensee fails to perform any of such
      obligations, within a period of ninety (90) days of the date due for
      performance, Licensor shall be entitled by serving notice in writing on Licensee
      to terminate the rendering of the Licensor Services.

    


    
      	 	
              (c)

            	
              Licensee
                Services.
                Licensor may by serving notice in writing on Licensee terminate the
                Licensee Services if:

            


    

    


    
      	 	
              (i)

            	
              Licensee
                is in material breach of any obligation in this agreement relating
                to the
                Licensee Services (including those set out in Sections 4 or schedule
                C) or
                in breach of any obligation in Section 5 and fails to remedy such
                breach
                (if capable of remedy) within ninety (90) days of a written notice
                served
                by Licensor specifying the breach;
                or

            


    

    


    
      	 	
              (ii)

            	
              Licensee
                becomes bankrupt or insolvent or is unable to pay its debts or enters
                into
                compulsory or voluntary liquidation other than for the purpose of
                any
                corporate restructuring or reorganisation not in consequence of debt
                or
                compounds with or convenes a meeting of its creditors or has a receiver
                or
                manager or an administrative receiver or an administrator is appointed
                over its assets or ceases for any reason to carry on business or
                takes or
                suffers any similar or analogous action in any jurisdiction of the
                Territory.

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.1.3

            	
              Existing
                Licence Agreement

            


    

    


    Licensor
      may by serving notice in writing on Licensee terminate or suspend the License
      and/or the Licensor Services and/or this agreement if the Existing Licence
      Agreement is terminated or suspended.

    


    
      	
              6.2

            	
              Consequences
                of Termination

            


    

    


    
      	 	
              6.2.1

            	
              If
                the License terminates for any reason, Licensee shall immediately
                cease to
                Use the Software. The remedies of Licensor pursuant to this Section
                6.2.1
                are not exclusive and shall not limit or otherwise affect any of
                the
                rights or remedied otherwise available to Licensor granted by law
                and
                under this agreement, including recovery of
                damages.

            


    

    


    
      	 	
              6.2.2

            	
              Sections
                of this agreement which are expressed or intended to survive termination
                of this agreement (in whole or in part) shall
                survive.

            


    

    


    
      	 	
              6.2.3

            	
              The
                termination of this agreement howsoever caused shall not affect the
                rights
                and obligations of the Parties that have accrued prior to
                termination.

            


    

    


    
      	
              6.3

            	
              Migration
                Plan

            


    

    


    
      	 	
              6.3.1

            	
              Licensee
                acknowledges that Licensor may wish to have continuity of the Licensee
                Services following termination of the Licensee Services (for whatever
                reason). Licensee agrees to co-operate with Licensor and/or any new
                service provider appointed by Licensor to provide the Licensee Services
                or
                any part of them ("New Service Provider") to ensure smooth migration
                and
                continuity of the Licensee Services during the Migration
                Period.

            


    

    


    
      	 	
              6.3.2

            	
              For
                the purposes of this Section 6.3, "Migration Period" means the period
                commencing on the date one Party gives written notice to the other
                terminating this agreement and/or the Licensee Services and shall
                end on
                the date the Licensee Services have been successfully migrated or
                (if
                later) ninety (90) days after the date of the
                notice.

            


    

    


    
      	 	
              6.3.3

            	
              As
                part of the migration, and to the extent reasonably required by Licensor,
                Licensee shall:

            


    

    


    
      	 	
              (a)

            	
              perform
                the Licensee Services up to the end of the Migration Period in accordance
                with this agreement;

            


    

    


    
      	 	
              (b)

            	
              provide
                a comprehensive list of tasks and/or issues outstanding (if any)
                at the
                end of the Migration Period;

            


    

    


    
      	 	
              (c)

            	
              provide
                any technical assistance reasonably required by Licensor and/or New
                Service Provider to enable the smooth migration of the Licensee Services;
                and

            


    

    


    
      	 	
              (d)

            	
              promptly,
                on request, do all other things and acts that may reasonably be required
                to ensure a smooth migration of the Licensee
                Services.

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      	 	
              6.3.4

            	
              As
                part of the migration, and to the extent reasonably required by Licensee,
                Licensor shall promptly, on request, do all other things and acts
                that may
                reasonably be required to ensure a smooth migration of the Licensee
                Services.

            


    

    


    
      	
              7

            	
              SECTION
                7. ADDITIONAL OBLIGATIONS OF THE
                PARTIES

            


    

    


    
      	
              7.1

            	
              Technical
                Assistance.
                Licensor shall make itself available to Licensee (at reasonable times
                and
                locations and upon reasonable notice), to consult with, instruct,
                and
                assist Licensee and Affiliated Companies with respect to the Use
                of the
                Software. 

            


    

    


    
      	
              7.2

            	
              Confidentiality.
                The Parties and each of their respective employees, agents and
                representatives shall keep strictly and permanently confidential
                all
                information obtained in connection with this agreement and the
                transactions contemplated by this agreement. Without limiting the
                generality of the foregoing, neither Licensor nor Licensee any of
                their
                respective employees, agents and representatives shall use or disclose
                to
                any other Person (i) any non-public information regarding the business
                operations or financial or other affairs of the Parties or (ii) any
                of the
                terms and provisions of this agreement, This Section 7.2 shall survive
                the
                expiry or earlier termination of this agreement for a period of two
                years
                from such termination.

            


    

    


    
      	
              8

            	
              SECTION
                8. CLAIMS AND LEGAL
                PROCEEDINGS

            


    

    


    
      	
              8.1

            	
              Infringement
                Claims.
                If any claim is asserted or any Legal Proceeding is commenced against
                the
                Licensee that the Software or their Use infringes or has infringed
                any
                Proprietary Right of any Person (each an "Infringement Claim"), then
                the
                defense of such Infringement Claim shall be under the control of
                the
                Licensor.

            


    

    


    
      	
              8.2

            	
              Claims
                brought against the Licensee.
                If the Infringement Claim is made against the Licensee, the Licensee
                shall
                immediately provide the Licensor with written notice of the assertion
                of
                such Infringement Claim and shall immediately furnish to the Licensor
                copies of all correspondence, pleadings and other materials relating
                to
                such claim or Legal Proceeding. The Licensor shall assume the defence
                of
                any such claim or Legal Proceeding, and the following provisions
                shall
                apply:

            


    

    


    
      	 	
              8.2.1

            	
              the
                Licensor shall have the exclusive right to control the defence of
                such
                Infringement Claim with counsel of its own
                choosing;

            


    

    


    
      	 	
              8.2.2

            	
              the
                Licensee shall, at the Licensor’s reasonable expense, provide the Licensor
                with such information and assistance as the Licensor may request
                regarding
                such Infringement Claim;

            


    

    


    
      	 	
              8.2.3

            	
              the
                Licensee shall not enter into any settlement with respect to such
                Infringement Claim without the consent of the
                Licensor;

            


    

    


    
      	 	
              8.2.4

            	
              the
                amount payable to the complaining party in connection with any settlement
                of such Infringement Claim, and the amount of any damages or costs
                awarded
                to the complaining party by any court, arbitrator, or other trier
                of fact,
                shall be borne and paid exclusively by the
                Licensor;

            


    

    


    
      	 	
              8.2.5

            	
              all
                reasonable expenses incurred by the Licensee in connection with such
                Infringement Claim (including costs of investigation and attorneys'
                fees,
                only where incurred in respect of such Legal Proceeding where these
                have
                been incurred after the commencement of any such Legal Proceeding)
                shall
                be borne and paid exclusively by the
                Licensor.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      	
              8.3

            	
              Claims
                brought against the Licensor. If the Infringement Claim is made against
                the Licensor, then:

            


    

    


    
      	 	
              8.3.1

            	
              the
                Licensee shall, at the Licensor’s reasonable expense, provide the Licensor
                with such information and assistance as the Licensor may reasonably
                request for the purpose of enabling the Licensor to defend such
                Infringement Claim;

            


    

    


    
      	 	
              8.3.2

            	
              the
                Licensor shall have the exclusive right to control the defence of
                such
                Infringement Claim with counsel of its own choosing, and shall have
                the
                exclusive right to settle such Infringement Claim (without the need
                to
                obtain any consent or approval of the Licensee or any other Person
                and
                provided that such settlement forecloses the possibility of future
                action
                as to any matter settled against the Licensee) on such terms as the
                Licensor, in its discretion, determines to be
                appropriate;

            


    

    


    
      	 	
              8.3.3

            	
              the
                amount payable to the complaining party in connection with any settlement
                of such Infringement Claim, and the amount of any damages or costs
                awarded
                to the complaining party by any court, arbitrator or other trier
                of fact,
                shall be borne and paid exclusively by the
                Licensor;

            


    

    


    
      	 	
              8.3.4

            	
              all
                reasonable expenses incurred by the Licensor in connection with such
                Infringement Claim (including costs of investigation and attorneys'
                fees,
                whether incurred before or after the commencement of any such Legal
                Proceeding) shall be borne and paid exclusively by the
                Licensor.

            


    

    


    
      	
              8.4

            	
              Survival
                Upon Termination.
                This Section 8 shall survive the expiry or earlier termination of
                this
                agreement.

            


    

    


    
      	
              9

            	
              SECTION
                9. LICENSOR REPRESENTATIONS AND
                WARRANTIES

            


    

    


    Licensor
      hereby represents and warrants to Licensee as follows:

    


    
      	
              9.1

            	
              Corporate
                Organization.
                Licensor is duly organized; and validly existing under the laws of
                England
                and Wales and has full corporate power and authority to carry on
                its
                business as it is now being conducted and to own the properties and
                assets
                it now owns.

            


    

    


    
      	
              9.2

            	
              Authorization.
                Licensor has full corporate power and authority to enter into this
                agreement and to carry out the transactions contemplated hereby.
                The Board
                of Directors and stockholders of Licensor have taken all necessary
                action
                required by law, their Memorandum and Articles of Association or
                otherwise
                to be taken by them to authorize the execution and delivery of this
                agreement and the consummation of the transactions contemplated hereby,
                and this agreement is a valid and binding agreement of Licensor
                enforceable in accordance with its
                terms.

            


    

    


    
      	
              9.3

            	
              No
                Violation.
                Neither the execution and delivery of this agreement nor the consummation
                of the transactions contemplated hereby will violate any provision
                of the
                Memorandum and Articles of Association of Licensor, or will violate,
                or be
                in conflict with, or constitute a default (or an event which, with
                notice
                or lapse of time or both, would constitute a default) under, or result
                in
                the termination of: or accelerate the performance required by, or
                cause
                the acceleration of the maturity of any debt or obligation pursuant
                to, or
                result in the creation or imposition of any security interest, lien
                or
                other encumbrance upon any property or assets of Licensor under,
                any
                agreement or commitment to which Licensor is a party or by which
                Licensor
                is bound, or to which the property of Licensor is subject, or violate
                any
                statute or law or any judgment, decree, order, regulation or rule
                of any
                court or governmental authority.

            


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      	
              9.4

            	
              Title
                to Software.
                Licensor has the right to sub-license the Software free and clear
                of all
                title defects or objections, liens, claims, charges, security interests
                or
                other encumbrances of any nature whatsoever including, without limitation
                conditional sales contracts, collateral security arrangements and
                other
                title or interest retention arrangements, which would prevent Licensor
                from entering into this agreement or consummating the transactions
                contemplated hereby.

            


    

    


    
      	
              9.5

            	
              Representations
                Relating to the Intellectual
                Property

            


    

    


    
      	 	
              9.5.1

            	
              Licensor
                has the right to sub-license the Proprietary Rights in the Software
                and
                has full right to grant the
                License.

            


    

    


    
      	 	
              9.5.2

            	
              To
                the best of Licensor's knowledge: (i) the Software does not infringe
                nor
                conflict with any Proprietary Right or other right of any Person
                and; (if)
                neither Licensor nor any other Person has received any written notice
                alleging that the Software infringes or conflicts with, or will infringe
                or conflict with, any Proprietary Right or other right of any Person,
                and
                there is no basis for the assertion of any such
                claim.

            


    

    


    
      	 	
              9.5.3

            	
              To
                the best of Licensor's knowledge, the Use of the Software will not
                require
                the unauthorized use of any Proprietary Right, and, without having
                conducted any special investigation, such use will not involve
                infringement or claimed infringement of any Proprietary Right of
                any
                Person.

            


    

    


    
      	
              9.6

            	
              Litigation.
                There are no Legal Proceedings pending or threatened against or involving
                Licensor or which questions or challenges the validity of this agreement
                or any action taken or to be taken by Licensor pursuant to this agreement
                or in connection with the transactions contemplated hereby, nor is
                there
                and Licensor does not know or have any reason to know of any valid
                basis
                for any such Legal Proceeding.

            


    

    


    
      	
              9.7

            	
              Consents.
                No consent of any Person not being a Party is necessary to the
                consummation of the transactions contemplated by this agreement,
                including, without limitation, consents front parties to loans, contracts,
                leases or other agreements and consents from national or local government
                or any agency thereof.

            


    

    


    
      	
              9.8

            	
              Non-contravention.
                Neither the execution and delivery of this agreement nor the performance
                of this agreement will result (with or without notice or lapse of
                time) in
                (i) a violation of any law, rule, regulation, judgment, order, or
                decree
                to which Licensor or the Software is subject; or (ii) a breach or
                violation of any agreement or understanding (whether oral, written,
                express, or implied) to which Licensor is a party or by which Licensor
                is
                bound.

            


    

    


    
      	
              9.9

            	
              Full
                Disclosure.
                This agreement does not in relation to the Software or Licensor contain
                any untrue statement of fact or omit to state any fact necessary
                to make
                any of the representations or any of the other statements or information
                contained in this Section 9 or therein not
                misleading.

            


    

    


    
      	
              9.10

            	
              Survival
                Upon Termination.
                This Section 9 shall survive the expiry or earlier termination of
                this
                agreement.

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
      	
              10

            	
              SECTION
                10. LICENSEE REPRESENTATIONS AND
                WARRANTIES

            


    

    


    Licensee
      hereby represents and warrants to Licensor as follows:

    


    
      	
              10.1

            	
              Corporate
                Organization.
                Licensee is duly organized, validly existing and in good standing
                under
                the laws of Ireland and has full corporate power and authority to
                carry on
                its business as it is now being conducted and to own the properties
                and
                assets it now owns.

            


    

    


    
      	
              10.2

            	
              Authorization.
                Licensee has full corporate power and authority to enter into this
                agreement and to carry out the transactions contemplated hereby.
                The Board
                of Directors and stockholders of Licensee have taken all necessary
                action
                required by law, its Certificate of Incorporation, By-Laws or otherwise
                to
                be taken by them to authorize the execution and delivery of this
                agreement
                and the consummation of the transactions contemplated hereby, and
                this
                agreement is a valid and binding agreement of Licensee enforceable
                in
                accordance with its terms.

            


    

    


    
      	
              10.3

            	
              No
                Violation.
                Neither the execution and delivery of this agreement nor the consummation
                of the transactions contemplated hereby including the issue of the
                Securities will violate any provision of the Certificate of Incorporation
                or By-Laws of Licensee, or, will violate, or be in conflict with,
                or
                constitute a default (or an event which, with notice or lapse of
                time or
                both, would constitute a default) under, or result in the termination
                of;
                or accelerate the performance required by, or cause the acceleration
                of
                the maturity of any debt or obligation pursuant to, or result in
                the
                creation or imposition of any security interest, lien or other encumbrance
                upon any property or assets of Licensee under, any agreement or commitment
                to which Licensee is a party or by which Licensee is bound, or to
                which
                the property of Licensee is subject, or violate any statute or law
                or any
                judgment, decree, order, regulation or rule of any court or governmental
                authority.

            


    

    


    
      	
              10.4

            	
              Litigation.
                There are no Legal Proceedings pending or threatened against or involving
                Licensee or which questions or challenges the validity of this agreement
                or any action taken or to be taken by Licensee pursuant to this agreement
                or in connection with the transactions contemplated hereby; nor is
                there
                and Licensee does not know or have any reason to know of any valid
                basis
                for any such Legal Proceeding.

            


    

    


    
      	
              10.5

            	
              Consents.
                No consent of any Person not being a Party is necessary to the
                consummation of the transactions contemplated by this agreement,
                including, without limitation, consents from parties to loans, contracts,
                leases or other agreements and consents from national or local government
                or any agency thereof.

            


    

    


    
      	
              10.6

            	
              Non-contravention.
                Neither the execution and delivery of this agreement nor the performance
                of this agreement will result (with or without notice or lapse of
                time) in
                (i) a violation of any law, rule, regulation, judgment, order, or
                decree
                to which Licensee or any Development is subject; or (ii) a breach
                or
                violation of any agreement or understanding (whether oral, written,
                express, or implied) to which Licensee is a party or by which Licensee
                is
                bound.

            


    

    


    
      	
              10.7

            	
              Full
                Disclosure.
                This agreement does not in relation to Licensee contain any untrue
                statement of fact or omit to state any fact necessary to make any
                of the
                representations or any of the other statements or information contained
                in
                this Section 10 or therein not
                misleading.

            


    

    


    
      	
              10.8

            	
              Survival
                Upon Termination.
                This Section 10 shall survive the expiry or earlier termination of
                this
                agreement.

            


    

    


    
      	
              11

            	
              SECTION
                11. LIMITATION OF
                LIABILITY

            


    

    


    
      	
              11.1

            	
              Licensor
                Services

            


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	 	
              11.1.1

            	
              Subject
                to Section 11.4 below, Licensor shall not be liable
                for:

            


    

    


    
      	 	
              (a)

            	
              any
                loss of anticipated savings, loss of business, loss of profits, loss
                of
                revenue, and/or

            


    

    


    
      	 	
              (b)

            	
              any
                loss of availability, business interruption, loss of or corruption
                of
                data; and/or

            


    

    


    
      	 	
              (c)

            	
              any
                additional operational and/or administrative costs and expenses;
                or

            


    

    


    
      	 	
              (d)

            	
              any
                indirect or consequential loss or
                damage;

            


    

    


    arising
      out of or in connection with the Licensor Services and all such liability is
      hereby excluded howsoever arising whether arising in contract, in tort
      (including in negligence), for breach of statutory duty or
      otherwise.

    


    
      	 	
              11.1.2

            	
              Subject
                to Section 11.4 below, the maximum aggregate combined liability of
                Licensor to Licensee or any Affiliated Company of Licensee howsoever
                arising (whether arising in contract, tort (including negligence)
                or
                otherwise) in connection the Licensor Services relating to events
                in any
                calendar year shall not exceed the aggregate of the consideration
                paid or
                payable to Licensor by Licensee under Section 5.2 during such
                year.

            


    

    


    
      	
              11.2

            	
              Licensee
                Services

            


    

    


    
      	 	
              11.2.1

            	
              Subject
                to Section 11.4 below, Licensee shall not be liable
                for:

            


    

    


    
      	 	
              (a)

            	
              any
                loss of anticipated savings, loss of business, loss of profits, loss
                of
                revenue, and/or

            


    

    


    
      	 	
              (b)

            	
              any
                loss of availability, business interruption, loss of or corruption
                of
                data; and/or

            


    

    


    
      	 	
              (c)

            	
              any
                additional operational and/or administrative costs and expenses;
                or

            


    

    


    
      	 	
              (d)

            	
              any
                indirect or consequential loss or
                damage;

            


    

    


    arising
      out of or in connection with the Licensee Services and all such liability is
      hereby excluded howsoever arising whether arising in contract, in tort
      (including in negligence), for breach of statutory duty or
      otherwise.

    


    
      	 	
              11.2.2

            	
              Subject
                to Section 11.4 below, the maximum aggregate combined liability of
                Licensee to Licensor howsoever arising (whether arising in contract,
                tort
                (including negligence) or otherwise) in connection with the Licensee
                Services relating to events in any calendar year shall not exceed
                the
                aggregate of the consideration paid or payable to Licensor by Licensee
                under Section 5.2 during such year.

            


    

    


    
      	
              11.3

            	
              Force
                Majeure.
                Neither of the Parties will be liable for or be regarded as being
                in
                breach of any of the provisions of this agreement by reason of any
                failure
                to perform any obligation under this agreement, if such failure is
                the
                direct or indirect result of any cause beyond its reasonable control
                including, without limitation: Act of God; refusal, failure to grant,
                suspension or withdrawal of any governmental license or consent or
                any
                other act or omission of any government (including any change in
                law or
                regulation in the Territory); fire, floods, storms; explosion; breakdown
                of machinery or act of terrorism. In any such case, the Party claiming
                the
                benefit of this Section will notify the other Parties of the existence
                of
                the delay, and such notifying Party will use due diligence to remove
                the
                cause of such delay and take reasonable steps to resume performance
                as
                soon as possible. If performance is not achieved within three (3)
                months,
                either of the other Parties may terminate this agreement by service
                notice
                in writing on the other Parties.

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
      	
              11.4

            	
              Certain
                Exceptions.
                Nothing in this agreement excludes or limits liability for death
                or
                personal injury caused by negligence nor for fraudulent
                misrepresentation.

            


    

    


    
      	
              11.5

            	
              Survival
                Upon Termination.
                This Section 11 shall survive the expiry or earlier termination of
                this
                agreement.

            


    

    


    


    
      	
              12

            	
              SECTION
                12. ASSIGNMENT OF EXISTING LICENCE
                AGREEMENT

            


    

    


    
      	
              12.1

            	
              Within
                one (1) month of the date of this agreement, the Licensor shall (in
                accordance with clause 13.5.3 of the Existing Licence Agreement)
                give
                three (3) months prior written notice to Alladdin Limited and ALL
                of its
                intention to assign all of its rights and delegate all of its obligations
                under the Existing Licence Agreement to the Licensee (or, if so notified
                by the Licensee, to New Media Lottery Services
                plc).

            


    

    


    
      	
              12.2

            	
              Within
                four (4) months of the date of this agreement, the Licensor and the
                Licensee (or, if so notified by the Licensee, New Media Lottery Services
                plc) shall enter into an assignment agreement in respect of the assignment
                of all of its rights and delegation of all of its obligations under
                the
                Existing Licence Agreement by the Licensor to the Licensee (or, if
                so
                notified by the Licensee, New Media Lottery Services plc) substantially
                in
                the form set out in form of assignment agreement at Schedule E (provided
                that if the Licensee notifies the Licensor that such rights and
                obligations are to be assigned and delegated to New Media Lottery
                Services
                plc and that this agreement shall continue in full force and effect
                then
                clause 2.3 of the draft assignment agreement at Schedule E shall
                be
                deleted).

            


    

    


    
      	
              13

            	
              SECTION
                13. MISCELLANEOUS
                PROVISIONS

            


    

    


    
      	
              13.1

            	
              Notices.
                Any notice, demand, consent, request, or other communication required
                or
                permitted to be delivered under this agreement to either Party ("Receiving
                Party") shall be in writing and shall be deemed properly delivered,
                given,
                and received on the earlier of (i) the date of actual delivery of
                such
                notice, demand, consent, request, or other communication to the Receiving
                Party at the address set forth beneath the name of the Receiving
                Party
                below (or at such other address as the Receiving Party shall have
                specified in a written notice delivered to the other Party); or (ii)
                the
                date four business days after the date on which such notice, demand,
                consent, request, or other communication is deposited in the mail
                as
                registered or certified mail, postage prepaid, with return receipt
                requested, addressed to the Receiving Party at the address set forth
                beneath the name of the Receiving Party below (or at such other address
                as
                the Receiving Party shall have specified in a written notice delivered
                to
                the other Party):

            


    

    


    
      	
              Licensor:

            	
              New
                Media Lottery Services, Inc. 

            
	 	
              370
                Neff Avenue

            
	 	
              Suite
                L

            
	 	
              Harrisonburg,
                VA 22801

            
	 	
              Attn.:
                Mr. Randolph Brownell Facsimile: (1) (540) 574 0491

            
	 	 
	 	
              Copied
                to:    Mr W Ruffa,
                Ruffa & Ruffa, 150 East 58 Street, New
                York 10155

            


    

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
      	
              Licensor:

            	
              New
                Media Lottery Services International Limited

            
	 	
              G9
                Calmount Park

            
	 	
              Licensee:

            
	 	
              Ballymount

            
	 	
              Dublin

            
	 	
              Ireland

            
	 	
              Attn.:
                [INSERT]
                Facsimile: [INSERT]

            
	 	 
	 	
              Copied
                to:    [INSERT]

            


    

    


    


    
      	
              13.2

            	
              Headings.
                The underlined headings contained in this agreement are for convenience
                of
                reference only, shall not be deemed to be a part of this agreement
                and
                shall not be referred to in connection with the construction or
                interpretation of this agreement.

            


    

    


    
      	
              13.3

            	
              Counterparts.
                This agreement may be executed in several counterparts, each of which
                shall constitute an original and all of which, when taken together,
                shall
                constitute one agreement.

            


    

    


    
      	
              13.4

            	
              Governing
                Law and Jurisdiction.
                This agreement shall be construed and interpreted in accordance with,
                and
                shall be governed in all respects by, the laws of England and the
                Parties
                hereby irrevocably consent and submit to the exclusive jurisdiction
                of the
                English courts.

            


    

    


    
      	
              13.5

            	
              Assignment

            


    

    


    
      	 	
              13.5.1

            	
              Licensor
                may, at its election and upon three (3) months prior written notice
                to
                Licensee, assign any or all of its rights or delegate any or all
                of its
                obligations under this agreement (i) to any of its Affiliated Companies;
                or (ii) to any Person that acquires or otherwise succeeds to (whether
                by
                merger, acquisition of assets, or otherwise) all or any portion of
                Licensor's assets or business. In the event Licensor assigns its
                rights
                and delegates its obligations under this agreement as permitted by
                this
                Section 13.5.1, Licensor shall automatically (and without the necessity
                of
                any further action on the part of the Parties) be fully and
                unconditionally released and discharged from all of its obligations
                under
                this agreement.

            


    

    


    
      	 	
              13.5.2

            	
              Licensee
                may, at its election and upon three (3) months prior written notice
                to
                Licensor, assign any or all of its rights or delegate any or all
                of its
                obligations under this agreement (i) to any of its Affiliated Companies,
                or (ii) to any Person that acquires or otherwise succeeds to (whether
                by
                merger, acquisition of assets, or otherwise) all or any portion of
                Licensee's assets or business. In the event Licensee assigns its
                rights
                and delegates its obligations under this agreement as permitted by
                this
                Section 13.5.2, Licensee shall automatically (and without the necessity
                of
                any further action on the part of the Parties) be fully and
                unconditionally released and discharged from all of its obligations
                under
                this agreement,

            


    

    


    
      	
              13.6

            	
              Successors
                and Assigns.
                Subject to the provisions of Section 13.5 above, this agreement shall
                inure to the benefit of Licensor and to the benefit of Licensee.
                Subject
                to the provisions of Section 13.5 above, this agreement shall be
                binding
                upon (a) Licensor and its successors and assigns; and (b) Licensee
                and its
                successors and assigns. The provisions of this agreement are not
                intended
                to, and shall not, provide any rights or remedies to any sub-licensee
                or
                to any other Person.

            


    

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
      	
              13.7

            	
              Severability.
                In the event that any provision of this agreement, or the application
                of
                such provision to any Person or set of circumstances, shall be determined
                to be invalid, unlawful, void, or unenforceable to any extent, the
                remainder of this agreement, and the application of such provision
                to
                Persons or circumstances other than those as to which it is determined
                to
                be invalid, unlawful, void, or unenforceable, shall not be affected
                and
                shall continue to be valid and enforceable to the fullest extent
                permitted
                by law.

            


    

    


    
      	
              13.8

            	
              Entire
                Agreement.
                This agreement sets forth the entire understanding of the Parties
                with
                respect to the subject matter of this agreement and supersedes all
                prior
                agreements, representations and understandings (other than fraudulent
                misrepresentations) between the Parties relating to the subject matter
                of
                this agreement. All implied terms, conditions and warranties (whether
                implied by statute, common law, a course of dealings, or otherwise)
                are
                excluded to the maximum extent permitted by
                law.

            


    

    


    
      	
              13.9

            	
              Third
                Party Rights.
                A
                Person who is not a party to this agreement has no right under the
                Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce
                any
                term of this agreement.

            


    

    


    
      	
              13.10

            	
              Waiver.
                No failure on the part of either of the Parties to exercise any power,
                right, privilege, or remedy hereunder, and no delay on the part of
                either
                of the Parties in exercising any such power, right, privilege, or
                remedy,
                shall preclude any other or further exercise thereof or of any other
                power, right, privilege, or remedy.

            


    

    


    
      	
              13.11

            	
              Variations
                of Pronouns.
                Whenever the context so requires, the singular number shall include
                the
                plural, and vice versa; the masculine gender shall include the feminine
                and neuter genders; and the neuter gender shall include the masculine
                and
                feminine genders.

            


    

    


    
      	
              13.12

            	
              Additional
                Documents and Actions.
                The Parties agree to execute and deliver, or cause to be executed
                and
                delivered, such agreements, instruments, and documents (including,
                without
                limitation, a memorandum of license suitable for recording in the
                U.S.
                Patent and Trademark Office and satisfactory in form and substance
                to the
                submitting Party), and to take such other actions, as a Party reasonably
                determines to be necessary or appropriate for the purpose of effectuating,
                evidencing, implementing, or facilitating the consummation of any
                of the
                transactions contemplated by this agreement or for the purpose of
                enabling
                a Party to enforce any of its rights under this
                agreement.

            


    

    


    
      	
              13.13

            	
              Non-exclusivity.
                The rights and remedies of the Parties under this agreement are not
                exclusive of or limited by or in limitation of any other rights or
                remedies (including, without limitation, any rights of set of) which
                the
                Parties may have, whether at law, in equity, by contract or otherwise,
                all
                of which shall be cumulative. Without limiting the generality of
                the
                foregoing, the rights and remedies of the Parties under this agreement,
                and the obligations and liabilities of the Parties under this agreement,
                are in addition to their respective rights, remedies, obligations,
                and
                liabilities under the law of unfair competition, misappropriation
                of trade
                secrets, and the like. This agreement does not limit, and is not
                limited
                by, the terms of any covenant not to compete, employment, confidentiality,
                invention, or similar agreement which the Parties may contemporaneously
                herewith or hereafter enter into.

            


    

    


    
      	
              13.14

            	
              Variation.
                Licensor may by serving notice in writing on Licensee vary or amend
                this
                agreement to reflect any variations or amendments made to the Existing
                Licence Agreement.

            


    

    


    
      	
              13.15

            	
              Enforcement
                of Existing Licence Agreement.
                The Licensor shall use all reasonable endeavours to enforce the terms
                of
                the Existing Licence Agreement.

            


    

     

    
 

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    SCHEDULE
      A

    


    Documentation

    


    1. Documents
      forming Documentation:

    


    
      	 	
              1.1

            	
              Lottery-Interfaces-Database

            


    

    
      	 	
              1.2

            	
              Business
                Process Diagrams

            


    

    
      	 	
              1.3

            	
              Draft
                Functional Spec

            


    

    
      	 	
              1.4

            	
              Lottery-Server-Environment

            


    

    
      	 	
              1.5

            	
              Draw
                Procedures

            


    

    


    
      	
              2.

            	
              For
                the purposes of Section 2.3 above, a copy of the Documentation has
                agreement, been delivered to Licensee by
                Licensor.

            


    

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    SCHEDULE
      B

    


    Licensor
      Services

    


    Ongoing
      activity undertaken by Licensor
      in
      respect of Licensee

     

    
      	
              5.

            	
              Beneficiary
                receipts - 1 charity (Rehab UK), 12 charities (Lotter-eTM), 4 charities
                (OldOppos)

            


    

    
      	
              6.

            	
              merchant
                ID accounts management - GeLotto ID 2806107 and Rehab ID
                2201036

            


    

    
      	
              7.

            	
              bank
                and bank accounts management - for above
                lotteries/societies

            


    

    
      	
              8.

            	
              sales
                reports for above lotteries in accordance with applicable
                law

            


    

    
      	
              9.

            	
              withdrawal
                processing and management - Euro and GDP, all above
                accounts

            


    

    
      	
              10.

            	
              advise
                on statutory requirements in Britain / regulatory
                management

            


    

    
      	
              11.

            	
              monitor
                current sites for compliance with statutory requirements - Rehab
                UK,
                OldOppos, Lotter-ell

            


    

    
      	
              12.

            	
              monitor
                current Terms & Conditions for compliance with statutory requirements
                - Rehab UK, OldOppos, Lotter-eTM

            


    

    
      	
              13.

            	
              monitor
                UK marketing of above lotteries for compliance with statutory
                requirements

            


    

    
      	
              14.

            	
              processes
                monitoring and management

            


    

    
      	
              15.

            	
              liaising
                with Calgary, New Jersey,
                Harrisonburg

            


    

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    SCHEDULE
      C

    


    Licensee
      Services

    


    
      	
              1.

            	
              Definitions.
                For purposes of Section 4 and this schedule C only, capitalized terms
                shall have the meaning set forth
                below:

            


    

    


    "Licensor
      Materials"

    means
      the
      trade marks, colours, style, graphics, and other aspects of appearance owned
      or
      controlled by or licensed to Licensor by its licensors provided by Licensor
      to
      Licensee for inclusion on the Hosted Site;

    


    "Alladdin
      URL"

    means
      www.lotter-e.co.uk and www.lotter-e.co.uk/ntity/index.htrn;

    


    "Customisation
      Requirements"

    means
      the
      document attached as schedule one which indicates how the Lottery Engine will
      be
      customised for Licensor;

    


    "Database"

    means
      the
      compilation of data about Users collected by Licensee whilst operating the
      Hosted Site;

    


    "Hosted
      Site"

    means
      the
      web sites, constituting the Lottery Engine with the Licensor Materials, to
      be
      operated, maintained and hosted by Licensee in accordance with Section 4 and
      this schedule C, to which the Alladdin URLs point;

    


    "Lottery
      Engine"

    means
      the
      Software;

    


    "Service
      Level Agreement"

    means
      the
      service level agreement set out in schedule D;

    


    "User"

    means
      a
      person using the Hosted Site.

    


    
      	
              2.

            	
              Operation,
                Maintenance and Hosting of the Hosted
                Site

            


    

    


    
      	
              2.1

            	
              Licensee
                shall be responsible for operating, maintaining and hosting the Hosted
                Site in accordance with the provisions of Section 4 above and this
                schedule C.

            


    

    


    
      	
              2.2

            	
              Licensee
                shall operate and maintain the Hosted Site to operate and provide
                the same
                visual appearance and functionality as exists at the date of this
                agreement.

            


    

    


    
      	
              2.3

            	
              Licensee
                shall use reasonable endeavours to correct or make good any errors
                in the
                Hosted Site which Licensor notifies to Licensee within a reasonable
                period
                of time.

            


    

    


    
      	
              2.4

            	
              Licensee
                shall operate and host the Hosted Site on secure and virus free computer
                servers operated and maintained by Licensee or its Internet service
                provider sub-contractor(s) and shall be responsible for all costs
                associated with hosting, operating and maintaining the Hosted Site,
                including all system operation software costs, hardware costs, and
                network
                costs.

            


    

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
      	
              2.5

            	
              Licensee
                shall host, operate and maintain the Hosted Site consistent with
                the
                Service Level agreement and, without prejudice to this requirement,
                the
                Hosted Site shall meet response performance standards (including
                but not
                limited to up-time continuity and speed of processing) that are no
                less
                than those achieved for other websites operated by Licensee. Licensee
                shall ensure that the Hosted Site is on average available on the
                Internet
                for at least the same percentage of time (measured over each year
                of the
                Licensee
                Services)
                as its own websites.

            


    

    


    
      	
              2.6

            	
              Licensee
                shall provide Licensor with as much advance warning as is reasonably
                possible of all scheduled maintenance with respect to the Hosted
                Site
                which is likely to result in it being unavailable. Licensee shall
                use
                reasonable endeavours to minimise the duration of any
                unavailability.

            


    

    


    
      	
              2.7

            	
              Licensee
                agrees to indemnify and hold Licensor-and ALL harmless from and against
                any and all claims, damages and costs arising out of any claim brought
                by
                any User or other person arising out of a failure by Licensee to
                provide
                the Licensee
                Services
                in accordance with this agreement.

            


    

    


    
      	
              2.8

            	
              Licensor
                grants to Licensee a non-exclusive and non-transferable license to
                use the
                Licensor
                Materials
                on the Hosted Site throughout the Territory during the term of the
                Licensee
                Services.
                Except as stated in this Section 4.3.(i), Licensee shall not make
                any
                other use of the Licensor
                Materials.
                The license granted in this Section 4.3.(i) shall terminate automatically
                on termination of the Licensee
                Services.
                All use of the Licensor
                Materials
                shall inure to the sole benefit of
                Licensor.

            


    

     

    
      	
              3.

            	
              Database
                of Users

            


    

    


    
      	
              3.1

            	
              Licensee
                shall ensure that the Database is segregated from the databases Licensee
                operates for other instances of the Lottery Engine. However, Licensee
                is
                not obliged to dedicate any separate hardware to the Hosted Site
                and this
                segregation may be achieved on the same hardware as used by Licensee
                for
                itself or for other licensees of Licensee. Licensee shall use reasonable
                endeavours to ensure that the data contained in the Database is kept
                integral and secure.

            


    

    


    
      	
              3.2

            	
              Licensee
                shall not use the Database for any purpose other than as directed
                by
                Licensor, and shall give Licensor a copy of the Database in any format
                reasonably specified by Licensor on request. Licensee shall take
                all
                appropriate technical and organisational measures against unauthorised
                access and loss or damage of any personal data within the
                Database.

            


    

    


    
      	
              3.3

            	
              As
                between Licensee and Licensor, all Proprietary Rights in the Database
                shall vest in Licensor.

            


    

    


    
      	
              4.

            	
              Provision
                of contractors

            


    

    


    
      	
              4.1

            	
              The
                Licensee shall provide to the Licensor free of charge the services
                of such
                of the Licensee’s personnel as the Licensee and the Licensor from time to
                time agree (“Contractors”)
                to create Developments for the
                Licensor.

            


    

     

    
      	
              4.2.

            	
              The
                Licensor shall notify the Licensee if (acting reasonably) it is
                dissatisfied with any of the Contractors. The Licensee shall use
                all
                reasonable endeavours to provide replacement Contractors as soon
                as
                possible. 

            


    

    
    

     

    
      	
              4.3

            	
              In
                the event that any Contractor is permanently or temporarily substituted,
                the Licensee shall ensure that any replacement is of equivalent
                qualification and experience to the Contractor he or she replaces
                and any
                work (including but not limited to training, consultation or reference
                to
                documentation) to facilitate the handover to the replacement Contractor
                shall be carried out diligently, efficiently, without delay to the
                provision of the services and at the sole expense of the
                Licensee.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              4.4

            	
              The
                Licensee shall at all times be responsible for the acts and omissions
                of
                the personnel involved by it in the provision of services to the
                Licensor
                and shall be responsible for paying all tax, PAYE and national insurance
                contributions relating to them and any and all fees and other sums
                it
                receives under this agreement.

            


    

    
 

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      D

    


    Service
      Level Agreement

    

      
        	
                1.

              	
                INTRODUCTION

              	 	 
	 	 	 	 
	
                1.1

              	
                The
                  service levels for the Licensee Services ("Service Levels") set
                  out at
                  paragraph 4 of this schedule D will be measured over a rolling
                  1 month
                  period.

              
	 	 	 	 
	
                1.2

              	
                Licensee
                  will provide the Licensee Services in accordance with these Service
                  Levels.

              
	 	 	 	 
	
                2.

              	
                OBLIGATIONS
                  ON FAILURE

              	 	 


      

    

    

      If
        Licensee fails to provide the Licensee Services in accordance with the Service
        Levels, Licensee shall:


      
        	 	
                2.1

              	
                notify
                  Licensor as soon as practicable of the failure; and

              
	 	 	 
	 	
                2.2

              	
                take
                  such steps as Licensor may reasonably require to remedy the failure
                  including (but not limited to):

              
	 	 	 	 
	 	 	
                2.2.1

              	
                arranging
                  such additional personnel as are necessary to perform the Licensee
                  Services as soon as practicable;

              
	 	 	 	 
	 	 	
                2.2.2

              	
                remedying
                  the failure within a timeframe specified by Licensor;

              
	 	 	 	 
	 	 	
                2.2.3

              	
                re-performing
                  any non-conforming Licensee Service; and/or

              
	 	 	 	 
	 	 	
                2.2.4

              	
                putting
                  any other reasonable measures in place to ensure that the Licensee
                  Services are performed in accordance with the Service Level in
                  the
                  future.

              
	 	 	 	 
	
                3.

              	
                OTHER
                  REMEDIES

              
	 	 	 	 
	
                3.1

              	
                If
                  during any rolling 1 month period, Licensee fails to perform a
                  particular
                  part of the Service Level for more than 15 days during that 1 month
                  period
                  for reasons other than Force Majeure, then Licensor shall, in addition
                  to
                  any other remedies available to it under this agreement, be entitled
                  to:

              
	 	 	 	 
	 	
                3.1.1

              	
                terminate
                  this agreement and/or the Licensee Services immediately by giving
                  written
                  notice to Licensee; and/or

              
	 	 	 	 
	 	
                3.1.2

              	
                procure,
                  at its own expense, the provision or rectification of the Licensee
                  Services (or part of it) from a third party which Licensee has
                  failed to
                  provide to the Service Level, in which case Licensee
                  shall:

              
	 	 	 	 
	 	 	
                (a)

              	
                not
                  unreasonably refuse to manage the delivery of the Licensee Services
                  (or
                  part of it) by the third party on Licensor's behalf;
                  and

              
	 	 	 	 
	 	 	
                (b)

              	
                compensate
                  Licensor for any amount Licensor may be required to pay that third
                  party
                  for a period of no longer than three (3) months.

              
	 	 	 	 
	
                4.

              	
                SERVICE
                  LEVELS

              


      

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

The
          following table details the different classes of support for the Licensee
          Services and how Licensee will respond.

      

    

    

      
        	
                Critical
                  Problem

                (Priority
                  1)

              	
                Involves
                  fundamental functionality of Lottery Engine and/or Hosted Site
                  (as defined
                  in schedule C), precluding productive use of Lottery Engine and/or
                  Hosted
                  Site.

              
	
                Response
                  Time

              	
                Within
                  30 minutes during Business Hours. Best endeavours will be made
                  outside
                  Business Hours.

              
	
                Resolution

              	
                Continuous
                  efforts to resolve during Business Hours. If there is a problem
                  with the
                  hosting solution, Licensee will make best endeavours to resolve
                  on a 24x7
                  basis. These issues will normally be resolved within 4
                  hours.

              
	
                Significant
                  Problem

                (Priority
                  2)

              	
                Involves
                  functionality of Lottery Engine and/or Hosted Site, but does not
                  preclude
                  productive use of Lottery Engine and/or Hosted Site.

              
	
                Response
                  Time

              	
                Within
                  4 hours during Business Hours.

              
	
                Resolution

              	
                Best
                  endeavours to resolve during Business Hours. These issues will
                  normally be
                  resolved within 2 business days.

              
	
                Minor
                  Appearance or Functionality
                  Changes

                (Priority
                  3)

              	
                Does
                  not preclude productive use of Lottery Engine and/or Hosted
                  Site.

              
	
                Response
                  Time

              	
                As
                  soon as work schedules allow.

              
	
                Resolution

              	
                Licensee
                  will resolve these issues or fixes or documentation as required
                  during
                  Business Hours or may implement in a
                  Development.

              


      

    

    


    Notes:

    


    
      	 	
              1.

            	
              Business
                Hours are 8AM to 4PM Mountain Standard Time (Greenwich Mean Time
                less 7
                hours)

            


    

    


    
      	 	
              2.

            	
              Response
                times quoted are start times for appropriately skilled personnel
                to
                commence work on resolving the support
                request.

            


    

    


    
      	 	
              3.

            	
              For
                Critical Problems (Priority 1) contact telephone number is 00 1 403
                209
                2998 x 231 during normal office hours. Outside these hours contact
                telephone number is the help desk on a 24x7 basis on the Support
                mobile
                number [xxxxxxxxxxxxxxxxx].

            


    


     

    
      
        
        

      

      
        21