Unassociated Document


     

    Exhibit
      10-23


    THIS
      DEED
      is made
      March 13, 2006

    


    BETWEEN

    


    
      	
              (1)

            	
              NEW
                MEDIA LOTTERY SERVICES INC
                a
                company incorporated and registered in the State of Delaware whose
                principal office is at 377 Neff Avenue, Suite L, Harrisonburg, VA2281,
                USA
                (the "Shareholder");

            


    

    


    
      	
              (2)

            	
              NEW
                MEDIA LOTTERY SERVICES PLC
                a
                company incorporated and registered in the Republic of Ireland under
                the
                Irish Companies Acts 1963-2005, with registered number 410845 whose
                registered office is at 51/52 Fitzwilliam Square, Dublin 2, Ireland
                (the
                “Company”).
                

            


    

    


    RECITALS:

    


    
      	
              (A)

            	
              The
                Shareholder is entitled to exercise 30% or more of the voting rights
                at
                general meetings of the Company.

            


    

    


    
      	
              (B)

            	
              The
                Company is applying for its entire issued and to be issued share
                capital
                to be admitted to trading on AIM.

            


    

    


    
      	
              (C)

            	
              The
                parties wish to regulate certain matters relating to the relationship
                between (1) the Shareholder, Affiliates and Specified Persons; and
                (2) the
                Company.

            


    

    


    OPERATIVE
      PROVISIONS

    


    
      	
              1

            	
              Definitions
                and interpretation

            


    

    


    
      	
              1.1

            	
              In
                this deed the following words and expressions shall have the following
                meanings unless they are inconsistent with the
                context:

            


    

    


    "Act"

    means
      the
      Companies Act 1963 (as amended);

    


    "Admission"

    means
      the
      admission of the securities of the Company to trading on AIM;

    


    "Affiliate"
      

    means
      in
      relation to the Shareholder an undertaking which is, on or at any time after
      the
      date of this deed, a subsidiary or holding company of the Shareholder or a
      subsidiary of a holding company of the Shareholder but not including the
      Company;

    


    "AIM"

    means
      AIM, a market operated by London Stock Exchange plc;

    


    "AIM
      Rules"

    means
      the
      AIM rules of London Stock Exchange plc;

    


    "Appointed
      Director"
      

    means
      any
      director of the Company, or of any subsidiary or subsidiary undertaking of
      the
      Company appointed by the Company, subsidiary or subsidiary undertaking (as
      applicable) at the direction of or on behalf of the Shareholder or any Affiliate
      or any Specified Person;

    


    "Board"

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    means
      the
      board of directors of the Company;

    


    "Business"

    means
      the
      business of supplying and operating lottery games carried on up to the date
      of
      this deed by the Shareholder and the Company and its subsidiary
      undertakings;

    


    "Business
      Day"
      

    means
      any
      day (other than Saturday or Sunday) on which clearing banks are open for a
      full
      range of banking transactions in the Republic of Ireland;

    


    "Companies
      Acts"

    The
      Companies Acts 1963-2005;

    


    "Director"

    a
      director of the Company from time to time; 

    


    "Group"

    the
      Company and any subsidiary or subsidiary undertaking of the Company from time
      to
      time;

    


    "Independent
      Directors"

    means
      Directors (who may, for the avoidance of doubt, be executive directors or
      non-executive directors) from time to time of the Company who are not and never
      have been, directly or indirectly, employees or directors of the Shareholder
      and/or of its Affiliates and/or of any Specified Persons and are free from
      any
      business or other relationship which could materially interfere with the
      exercise of their independent judgement provided always that the right to
      exercise options over shares in the capital of the Company or of any Affiliate
      or of any Specified Person or any shareholding in the capital of the Company
      or
      of any Affiliate or of any Specified Person shall not be regarded for the
      purposes of this deed as precluding a director from being an Independent
      Director;

    


    "Intellectual
      Property"
      

    
      	 	
              (a)

            	
              patents,
                trade marks, service marks, registered designs, applications for
                any of
                those rights, trade, business and domain names, unregistered trade
                marks
                and service marks, copyrights and topography rights including rights
                in
                computer software, know-how, rights in designs and inventions and
                confidential information;

            


    

    
      	 	
              (b)

            	
              the
                sui generis right for the maker of a database to prevent extraction
                or
                re-utilisation or both of the whole or a substantial part of the
                contents
                of that database, as described in Directive 96/9/EC on the legal
                protection of databases;

            


    

    
      	 	
              (c)

            	
              rights
                under licences, consents, orders, statutes or otherwise in relation
                to a
                right described in paragraphs (a) and (b);
                and

            


    

    
      	 	
              (d)

            	
              proprietary
                or contractual rights of the same or similar effect or nature as
                or to
                those in paragraphs (a), (b) and
                (c),

            


    

    in
      each
      case used or owned by a member of the Group from time to time and in any
      jurisdiction;

    


    "Irish
      Takeover Code"

    means
      the
      Irish takeover Panel Act 1997, the Irish Takeover Rules 2001 to 2005 and the
      Irish Takeover Panel Act 1997 (Substantial Acquisition) Rules 2001 to
      2005;

    


    "Non-Independent
      Director"

    a
      Director who is not an Independent Director; 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    "Related
      Party"

    shall
      bear the meaning as that term is defined in the AIM Rules and "transaction
      with
      a Related Party" shall mean a transaction to which Rule 13 of the AIM Rules
      applies; 

    


    "Relevant
      Period"

    the
      period from 12 months prior to the date of commencement of this deed to the
      date
      of termination of this deed;

    


    "Restricted
      Period"

    the
      period from the date of commencement of this deed to the first anniversary
      of
      the date of termination of this deed in accordance with clause 6;

    


    
      	 	
              "Specified
                Person”

            


    

    
      	 	
              a
                person who is connected to or acting in concert with the Shareholder
                or
                any Affiliate; 

            


    

    
      	
              1.2

            	
              In
                this deed:

            


    

    


    
      	 	
              1.2.1

            	
              a
                "subsidiary undertaking" or "parent undertaking" is to be construed
                in
                accordance with section 258 of the England and Wales Companies Act
                1985
                and a "subsidiary" or "holding company" is to be construed in accordance
                with section 155 of the Act;

            


    

    


    
      	 	
              1.2.2

            	
              references
                to clauses and parties are, unless otherwise stated, to the clauses
                of and
                the parties to this deed;

            


    

    


    
      	 	
              1.2.3

            	
              words
                importing the singular include the plural and vice versa, words importing
                a gender include every gender and references to persons include bodies
                corporate or unincorporated;

            


    

    


    
      	 	
              1.2.4

            	
              the
                headings to the clauses are for convenience only and shall not affect
                the
                construction or interpretation of this
                deed;

            


    

    


    
      	 	
              1.2.5

            	
              any
                reference to a person being "connected" with another shall be construed
                in
                accordance with section 10 of the Taxes Consolidation Act 1997;
                and

            


    

    


    
      	 	
              1.2.6

            	
              any
                reference to a person "acting in concert" with another shall be construed
                in accordance with the Irish Takeover
                Code.

            


    

    


    
      	
              2

            	
              Undertakings

            


    

    


    
      	
              2.1

            	
              The
                Shareholder undertakes that during the term of this agreement it
                shall
                exercise all voting rights and any powers of control whatsoever that
                it
                has in relation to the Company and any subsidiaries and subsidiary
                undertakings of the Company in such a way as to ensure that the Company,
                its subsidiaries and subsidiary undertakings are capable at all times
                of
                carrying on their businesses independently of the Shareholder, any
                Affiliate and any Specified Person. The Company covenants and agrees
                that
                it will use its best endeavours to cooperate fully with the Shareholder
                to
                enable the Shareholder to comply with all laws and regulations by
                which it
                is bound.

            


    

    


    
      	
              2.2

            	
              The
                Shareholder undertakes that during the term of this agreement it
                shall not
                vote for any shareholder or board resolution that is required pursuant
                to
                applicable law or regulation to: (i) alter the Company's memorandum
                of
                association, articles of association or other constitutional documentation
                which would be contrary to the maintenance of the Company's ability
                to
                carry on its business independently of the Shareholder and its Affiliates
                and Specified Persons; (ii) alter the Company's authorised share
                capital;
                (iii) disapply the shareholder pre-emption rights on the issue of
                shares
                set out in the Companies Acts; (iv) effect any merger, disposal of
                assets
                or reorganisation with any Affiliate or Specified Person; or (v)
                approve
                certain actions and transactions that require shareholder approval
                pursuant to sections 29 and 31 of the Companies Act 1990 unless such
                resolution is supported by a majority of the Independent Directors.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.3

            	
              The
                Shareholder undertakes and will use all reasonable endeavours to
                procure
                that any Affiliate or Specified Person will undertake that any transaction
                or relationship (whether contractual or otherwise) between (i) the
                Shareholder, any Affiliate or any Specified Person; and (ii) the
                Company
                or any subsidiary or subsidiary undertaking of the Company, will
                be at
                arm's length and on a normal commercial
                basis.

            


    

    


    
      	
              2.4

            	
              The
                Shareholder confirms that as of the date of this deed and so far
                as it is
                aware all transactions, agreements or arrangements subsisting between
                the
                Company and it or any of its Associates and/or Affiliates and/or
                Specified
                Persons are on an arm's length and normal commercial basis and are
                fair
                and reasonable having regard to the interests of the Company.
                

            


    

    


    
      	
              2.5

            	
              The
                Shareholder undertakes that, where any conflict or potential conflict
                of
                interest arises between the interests of (i) the Shareholder, any
                Affiliate or Specified Person; and (ii) the Company or any subsidiary
                or
                subsidiary undertaking of the Company, it will not, and will use
                reasonable endeavours to procure that the relevant Affiliate or Specified
                Person will not, vote (whether at a meeting of the shareholders or
                directors of the Company or of a subsidiary or subsidiary undertaking
                of
                the Company) on any matter in which they are interested or which
                is the
                subject of any such conflict or potential conflict of interest provided
                that nothing in this clause 2.5 shall prevent the Shareholder from
                voting
                (whether at a meeting of the shareholders or directors of the Company
                or
                of a subsidiary or subsidiary undertaking of the Company) on any
                matter
                regarding the appointment or removal of a director of the Company
                or of a
                subsidiary or subsidiary undertaking of the
                Company.

            


    

    


    
      	
              2.6

            	
              The
                Shareholder will also use all reasonable endeavours to procure
                that:

            


    

    


    
      	 	
              2.6.1

            	
              any
                Appointed Director and/or Non-Independent Director will not, where
                any
                conflict or potential conflict of interest arises between (i) the
                interests of the Shareholder, an Affiliate or Specified Person; and
                (ii)
                the Company or any subsidiary or subsidiary undertaking of the Company,
                vote in any discussion at any meeting of the board of directors of
                the
                Company on any matter which is the subject of any such conflict or
                potential conflict of interest; and

            


    

    


    
      	 	
              2.6.2

            	
              each
                Appointed Director and/or Non-Independent Director will at all times
                expressly recognise that his fiduciary duties are owed to the Company
                or
                relevant subsidiary or subsidiary undertaking of the Company as a
                director. For the avoidance of doubt nothing in this deed shall require
                any Appointed Director and/or Non-Independent Director from acting
                in
                breach of any fiduciary duties he may owe to the Shareholder or any
                Affiliate.

            


    

    


    
      	
              2.7

            	
              The
                parties agree that damages may not be an adequate remedy for any
                breach of
                the covenants, undertakings and agreements contained in this deed
                and the
                Company shall be entitled to the remedies of injunction, specific
                performance and other equitable relief for any threatened or actual
                breach
                of those covenants, undertakings or
                agreements.

            


    

    


    
      	
              2.8

            	
              The
                Shareholder undertakes that it shall not and will use all reasonable
                endeavours to procure that any Affiliate or Specified Person will
                not vote
                upon any resolution of the shareholders of the Company to cancel
                the
                admission of its shares to AIM. 

            


    

    


    
      	
              2.9

            	
              For
                the avoidance of doubt and without limitation, the approval of a
                transaction with a Related Party shall, if the Related Party is the
                Shareholder, an Affiliate or a Specified Person, always be considered
                a
                matter of conflict or potential conflict of interest in relation
                to which
                the Shareholder or Affiliate or Specified Person or Appointed Director
                or
                Non-Independent Director shall not vote either a meeting of the
                Shareholders of the Company or at a meeting of the Board (as applicable),
                pursuant to clauses 2.5 and 2.6.1.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.10

            	
              In
                the event that there is an issue as to the enforcement of this deed,
                the
                Shareholder agrees that the decisions of the Board as to enforcement
                shall
                be taken by the Independent Directors, independently of the Shareholder
                and shall procure that any Appointed Director abstains from voting
                as a
                director in relation to any such
                matter.

            


    

    


    
      	
              3

            	
              Notification
                on transfer of shares

            


    

    


    The
      Shareholder hereby agrees with the Company that it will not and will use all
      reasonable endeavours to procure that no Affiliate or Specified Person shall
      sell or transfer or otherwise dispose of (or enter into an agreement (whether
      conditional or unconditional) to sell, transfer or otherwise dispose of) any
      interest of any of its or such Affiliate's or Specified Person's shares in
      the
      Company which would reduce the aggregate of his shareholding in the Company
      and
      the shareholding in the Company of all its Affiliates and of all Specified
      Persons to below an aggregate shareholding representing 30% of the voting rights
      at general meetings of the Company without giving the Company 2 days' prior
      written notice of its intention to effect such transaction.

    


    
      	
              4

            	
              Restrictive
                Covenants

            


    

    


    
      	
              4.1

            	
              The
                Shareholder undertakes to the Company that it will not either solely
                or
                jointly with or through any other person, on its own account or as
                agent,
                manager, advisor or consultant for any other person or otherwise
                howsoever:

            


    

    


    
      	 	
              4.1.1

            	
              during
                the Restricted Period, carry on or be engaged, concerned or interested
                in,
                or assist, a business which competes, directly or indirectly, with
                a
                business of the Group or of the Shareholder as operated at the date
                of
                this deed in a territory in which such business is operated at that
                date;

            


    

    


    
      	 	
              4.1.2

            	
              during
                the Restricted Period, solicit custom or business from any person
                in
                respect of goods and/or services competitive with those supplied
                by the
                Group or the Shareholder during the Relevant Period, such person
                having
                been a customer of the Group or the Shareholder in respect of such
                goods
                and services during the Relevant
                Period;

            


    

    


    
      	 	
              4.1.3

            	
              during
                the Restricted Period, accept custom or business from any person
                in
                respect of goods and services competitive with those supplied by
                the Group
                or the Shareholder during the Relevant Period, such person having
                been a
                customer of the Group or the Shareholder in respect of such goods
                and/or
                services during the Relevant
                Period;

            


    

    


    
      	 	
              4.1.4

            	
              during
                the Restricted Period, place custom or business with any person in
                respect
                of goods the same as or similar to those supplied to the Group or
                the
                Shareholder during the Relevant Period, such person having been a
                supplier
                to the Group or the Shareholder in respect of such goods during the
                Relevant Period;

            


    

    


    
      	 	
              4.1.5

            	
              in
                relation to a business which is competitive with the business of
                the Group
                as carried on at the date of this Deed use any of the Intellectual
                Property (in particular, a name including any permutation of the
                words
                "New Media Lottery Services" or any permutation of the acronym "NMLS")
                or
                use anything which is intended, or is likely to be confused with,
                any of
                the Intellectual Property, save that the Shareholder shall not be
                prohibited from continuing to use the name “New Media Lottery Services
                Inc.” as its registered name provided that such name is not used in
                connection with carrying on any such restricted
                business.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.2

            	
              The
                Shareholder further undertakes to the Company during the Restricted
                Period
                that it shall refer any trade, custom or other indication of interest
                received from any customer or potential customer in connection with
                the
                goods or services supplied by the Group at the date of this deed
                to the
                Company and shall not enter into any contract for or supply to any
                such
                customer or potential customer any goods or services competitive
                with
                those supplied by the Group during the Relevant Period.
                

            


    

    


    
      	
              4.3

            	
              Each
                restriction in clause 4.1 constitutes an entirely independent restriction
                on the Shareholder and if one or more of the restrictions is held
                to be
                against the public interest or unlawful or in any way an unreasonable
                restraint of trade or unenforceable in whole or in part for any reason
                in
                each case in any territory the remaining restrictions or parts thereof,
                as
                appropriate, shall continue to bind the
                Shareholder.

            


    

    


    
      	
              4.4

            	
              The
                Shareholder agrees that the restrictions contained in clause 4.1
                are
                reasonable and entered into for the purpose of protecting the goodwill
                of
                the Company and therefore if any restriction contained in clause
                4.1 shall
                be held to be void but would be valid if deleted in part or reduced
                in
                application, such undertaking shall apply with such deletion or
                modification as may be necessary to make it valid and
                enforceable.

            


    

    


    
      	
              4.5

            	
              Nothing
                contained in clause 4.1 shall prevent the Shareholder from being
                the
                holder of or beneficially interested in any class of securities in
                any
                company if such class of securities is listed or dealt in on the
                London
                Stock Exchange or any other recognised stock or investment exchange
                and
                confers not more than 3 percent of the votes which can generally
                be cast
                at a general meeting of the company provided that neither the Shareholder
                nor any of its Affiliates or their respective directors is involved
                in the
                management of such company. For the avoidance of doubt, nothing contained
                in clause 4.1 shall prevent the Shareholder from fulfilling its
                obligations and duties under the terms of the Sub-Licence Agreement
                entered into between the Shareholder and New Media Lottery Services
                International Limited on or about the date of this
                deed.

            


    

    


    
      	
              5

            	
              Capacity

            


    

    


    Each
      party warrants and represents to the other that it has the power to enter into
      this deed and to exercise its rights and to perform its obligations hereunder
      and all corporate and other action required to authorise its execution of this
      deed and its performance of its obligations hereunder has been duly
      taken.

    


    
      	
              6

            	
              Termination

            


    

    


    This
      deed
      will cease and determine at such time as the Shareholder, its Affiliates and
      Specified Persons cease to control 30% or more of the voting rights at general
      meetings of the Company, save that the provisions of clauses 4 (restrictive
      covenants), 11 (notices) and 12 (governing law) shall survive such termination
      .

    


    
      	
              7

            	
              Entire
                Agreement

            


    

    


    This
      deed
      (together with any documents referred to herein) constitutes the entire
      agreement between the parties hereto in connection with the subject matter
      of
      this deed. No party has relied on any representation save for any representation
      expressly set out in this deed (or any document referred to herein) save that
      this shall not exclude liability for fraudulent misrepresentation.

    


    
      	
              8

            	
              Waivers
                and amendments 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              8.1

            	
              No
                waiver of any term, provision or condition of this deed shall be
                effective
                unless such waiver is evidenced in writing and signed by the waiving
                party.

            


    

    


    
      	
              8.2

            	
              No
                omission or delay on the part of any party to this deed in exercising
                any
                right, power or privilege under this deed shall operate as a waiver
                thereof, nor shall any single or partial exercise of any such right,
                power
                or privilege preclude any other or further exercise thereof or of
                any
                other right, power or privilege. The rights and remedies in this
                deed are
                cumulative with and not exclusive of any rights or remedies provided
                by
                law.

            


    

    


    
      	
              8.3

            	
              No
                variation to this deed shall be effective unless in writing and signed
                by
                both parties.

            


    

    


    
      	
              9

            	
              Counterparts

            


    

    


    This
      deed
      may be executed in any number of counterparts and by the parties on separate
      counterparts, each or which when so executed and delivered shall be an original,
      but all the counterparts shall together constitute one and the same
      instrument.

    


    
      	
              10

            	
              Invalidity

            


    

    


    If
      at any
      time any one or more of the provisions of this deed is or becomes invalid,
      illegal or unenforceable in any respect under any law, the validity, legality
      and enforceability of the remaining provisions shall not be in any way affected
      or impaired thereby.

    


    
      	
              11

            	
              Notices

            


    

    


    
      	
              11.1

            	
              Any
                demand, notice or other communication in connection with this deed
                will be
                in writing and will, if otherwise given or made in accordance with
                this
                clause 11,
                be deemed to have been duly given or made as
                follows:

            


    

    


    
      	 	
              11.1.1

            	
              if
                sent by prepaid first class post to the registered office of the
                recipient, on the second Business Day after the date of posting;
                or

            


    

    


    
      	 	
              11.1.2

            	
              if
                sent by air mail to the registered office of the recipient, on the
                sixth
                Business Day after the date of posting;
                or

            


    

    


    
      	 	
              11.1.3

            	
              if
                delivered by hand, upon delivery at the registered office of the
                recipient; or

            


    

    


    
      	 	
              11.1.4

            	
              if
                sent by facsimile to [ ] where the recipient is the Shareholder or
                to [ ]
                where the recipient is the Company, on the day of transmission provided
                that a confirmatory copy is, on the same Business Day that the facsimile
                is transmitted, sent by prepaid first class post or airmail (as
                appropriate) to the registered office of the
                recipient.

            


    

    


    Provided
      that, if it is delivered by hand or sent by facsimile on a day which is not
      a
      Business Day or after 4pm (at the location of the recipient) on a Business
      Day,
      it will instead be deemed given or made on the next Business Day.

    


    
      	
              12

            	
              Governing
                Law and Jurisdiction

            


    

    


    
      	
              12.1

            	
              The
                formation, existence, construction, performance, validity and all
                aspects
                whatsoever of this deed or of any term of this Deed shall be governed
                by
                the laws of the Republic of Ireland.


            


    

    


    
      	
              12.2

            	 


    

    


    
      	 	
              12.2.1

            	
              The
                Irish courts are to have jurisdiction to settle any dispute arising
                out of
                or in connection with this deed. Any proceeding, claim or action
                arising
                out of or in connection with this deed ("Proceedings")
                may therefore be brought in the Irish courts. This jurisdiction agreement
                is irrevocable and each party agrees that it is for the exclusive
                benefit
                of the other party.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              12.2.2

            	
              Each
                party also agrees that any Proceedings may also be brought in the
                courts
                of the State of Delaware and submits to the non exclusive jurisdiction
                of
                such courts.

            


    

    


    
      	 	
              12.2.3

            	
              Nothing
                contained in this clause shall limit either party’s right to take
                Proceedings against the other in any other
                court.

            


    

    


    
      	 	
              12.2.4

            	
              Each
                party irrevocably waives any objection, on the ground of forum non
                conveniens or on any other ground to the taking of Proceedings in
                any
                court referred to in this clause. Each party also irrevocably agrees
                that
                a judgment in Proceedings brought in any jurisdiction referred to
                in this
                clause shall be conclusive and binding upon it and may be enforced
                in any
                other jurisdiction.

            


    

    


    13. Enforcement
      by third parties

    


    The
      parties to this agreement do not intend that any of its terms will be
      enforceable by any person not a party to it.

    


    


    


    THIS
      DOCUMENT is
      executed as a deed and delivered on the date stated at the beginning of this
      deed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	EXECUTED
              AND DELIVERED AS A DEED	)	 	 	 
	by	)	 	 	 
	NEW
              MEDIA LOTTERY SERVICES INC.	 	 	) 	 
	 	 	 	 	 	 
	acting
              by	 	)
              	Director	 	 
	 	 	)	 	 	 
	 	 	)	 	 	 
	 	 	)	 	 	 
	 	 	)	Director/Secretary 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	EXECUTED
              AND DELIVERED AS A DEED	)	 	 	 
	by	)	 	 	 
	NEW
              MEDIA LOTTERY SERVICES PLC.	 	 	) 	 
	 	
            	 	 	 	 
	acting
              by	 	)
              	Director	 	 
	 	 	)	 	 	 
	 	 	)	 	 	 
	 	 	)	 	 	 
	 	 	)
              	Director/Secretary