Unassociated Document


    Exhibit
      10-13


     

     

    November
      18, 2005

    Mr.
      Milton Dresner

    c/o
      New
      Media Lottery Services, Inc.

    370
      Neff
      Avenue

    Suite
      L

    Harrisonburg,
      Virginia 22801

    


    


    Dear
      Mr.
      Dresner:

    


    You
      are
      the holder of a promissory note made by New Media Lottery Services, Inc. (the
      “Company”) in the principal amount of $1,184,411.50 (the “Note”), which had
      accrued interest in the amount of $102,336.18 through October 31, 2005 for
      a
      total amount due of $1,286,747.60 (the “Debt”). 

    


    As
      you
      may be aware, the Company’s wholly owned subsidiary, New Media Lottery Services
      plc, a corporation organized pursuant to the laws of the Republic of Ireland
      (“plc”), is preparing to undertake an offering of its securities which will be
      admitted for trading on the AIM Market operated by the London Stock Exchange.
      The plc expects to raise approximately $10 million from the offering and sale
      of
      a number of shares equal to approximately 30% of the total issued capital of
      the
      plc (the “Offering”). In connection with and as a condition to the Offering, the
      Company has agreed to transfer all of its assets to a wholly owned subsidiary
      of
      plc, New Media Lottery Services International Ltd. , an Irish corporation
      (“NMLSI”). After the Offering, the Company expects to own approximately 70% of
      the authorized capital of plc. 

    


    We
      attach
      hereto a draft of the admissions document (referred to in the United States
      as a
      registration statement) which sets forth, among other things, the details of
      the
      Offering and the group’s corporate structure after completion. We are also
      attaching a copy of the Company’s last Annual Report on Form 10-KSB which
      provides information relating to the Company.

    


    The
      Company currently is completing certain corporate house-keeping matters to
      facilitate the Offering, including eliminating corporate debt such as that
      held
      by you. In consideration of the forgiveness of all Debt under the Note and
      any
      other obligations the Company may owe to you thereunder, the Company proposes
      to
      issue to you 5 million shares of its common stock, par value $.001 per share
      (the “Shares”). Under this conversion scenario, you would receive the shares at
      price of $.2573 per share. Your obligation to convert the Debt and the Company’s
      obligation to issue the Shares, is sub-ject to The London Stock Exchange plc
      having unconditionally agreed to the admission of the entire issued ordinary
      share capital of New Media Lottery Services plc to trading on AIM becoming
      effective in accordance with the AIM Rules. AIM is defined as "the AIM market
      operated by the London Stock Exchange plc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Should
      you accept the Company’s offer to convert your debt, (i) the common stock
      issuable to you would be “restricted securities” as such term is defined under
      Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”) and
      would not be eligible for public resale unless registered under the Securities
      Act or unless an exemption from the registration requirement of the Securities
      Act was available (such as Rule 144 which provides for a one-year holding
      period); and (ii) the certificate evidencing the common stock would bear a
      legend evidencing restrictions set forth above. 

    


    If
      you
      are not already aware, the Company’s common stock has been admitted for trading
      on the Over the Counter Bulletin Board of the NASDAQ Stock Market under the
      symbol nwmd.ob. As yet, the stock has not traded and the Company cannot assure
      you that an active market ever will develop for the stock. 

    


    If
      you
      wish to accept the Company’s offer to convert your debt as evidenced by the
      Note, we ask that you please sign this letter in the space provided therefor
      below. As noted above the signature line, (i) you confirm that you are an
“accredited investor” as defined in Rule 502 of Regulation D promulgated under
      the Securities Act (the definition of which is attached hereto as Appendix
      A);
      and (ii) once you accept the Company’s offer, (A) your agreement to convert the
      Debt is irrevocable and such agreement will be relied upon by the plc’s agent in
      England overseeing the placement of the plc’s shares and (B) you will forever
      release the Company from any obligation it may have to you under the
      Note.

    


    If
      you
      wish to discuss this offer, please call Randolph Brownell at (540) 437-1688.
      If
      you wish to accept this offer, please return an executed copy of this letter
      to
      the Company.

    


    


    Very
      truly yours,

    NEW
      MEDIA
      LOTTERY SERVICES, INC.

    


    By: /s/
      John T. Carson    

    


    


    


    CONFIRMATION
      OF ACCEPTANCE

    


    The
      undersigned hereby confirms to New Media Lottery Services, Inc. as
      follows:

    


    1.
      I
      accept the Company’s offer to issue 5 million shares of the common stock of New
      Media Lottery Services, Inc. in full satisfaction of all sums and other
      obligations due or owing to me under the Note (as defined above). 

    


    2.
      I
      acknowledge that by accepting this offer and returning an executed copy of
      this
      letter to the Company, my acceptance of the offer is irrevocable.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3.
      I am
      an “accredited investor” as such term is defined in Rule 502 of Regulation D
      promulgated under the Securities Act of 1933, as amended.

    


    4.
      I
      acknowledge and understand that (i) the shares of common stock to be issued
      to
      me are “restricted securities” as such term is defined under Rule 144 of the
      Securities Act of 1933, as amended, and are not be eligible for public resale
      unless registered under the Securities Act or unless an exemption from the
      registration requirement of the Securities Act was available; and (ii) the
      certificate evidencing the shares of common stock will bear a legend evidencing
      restrictions set forth above. 

    


    5.
      My
      obligation to convert the Debt and the Company’s obligation to issue the Shares
      (as defined above), is sub-ject to The London Stock Exchange plc having
      unconditionally agreed to the admission of the entire issued ordinary share
      capital of New Media Lottery Services plc to trading on AIM becoming effective
      in accordance with the AIM Rules. AIM is defined as "the AIM market operated
      by
      the London Stock Exchange plc.

    


    6.
      I
      hereby release the Company and each of the present and former officers,
      directors, shareholders, employees, agents and attorneys thereof from any and
      all actions, causes of action, damages, judgments, liabilities, obligations
      and
      claims whatsoever (including, without limitation, any that are contingent),
      in
      law or in equity, WHETHER KNOWN OR UNKNOWN, arising out of or in connection
      with
      the Note and the Debt (as defined above).

    


    I
      have
      hereunto set my hand this 15th day of December, 2005.

    


    


    /s/
      Milton Dresner    

    Milton
      Dresner

    


    
      
        
        

      

      
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