Unassociated Document


    Exhibit
      10-21

    
 

    THIS
      AGREEMENT
      is made
      13 March 2006 

    


    BETWEEN

    


    
      	
              (1)

            	
              New
                Media Lottery Services plc (Company
                number 410845) whose registered office is at 51/52 Fitzwilliam Square,
                Dublin 2, Republic of Ireland (the “Company");
                and

            


    

    


    
      	
              (2)

            	
              Randy
                Brownell III of
                1400 Technology Drive, Harrisonburg, VA 22802, Virginia, USA (the
                “Director”).
                

            


    

    


    OPERATIVE
      PROVISIONS:

    


    
      	
              1

            	
              Definitions
                and Interpretation

            


    

    


    In
      this
      agreement including the schedule:

    


    
      	
              1.1

            	
              the
                following words and expressions have the following meanings, unless
                they
                are inconsistent with the context:

            


    

    


    "Accounting
      Period"

    any
      accounting reference period of the Company;

    


    "Associated
      Company"

    a
      body
      corporate which for the time being:

    


    
      	 	
              a)

            	
              is
                a holding company of the Company or a subsidiary (other than the
                Company)
                of such a holding company; or

            


    

    


    
      	 	
              b)

            	
              has
                not less than twenty per cent of its equity share capital beneficially
                owned by such a holding company or the
                Company;

            


    

    


    "Auditors"

    the
      auditors of the Company for the time being;

    


    "Board"

    the
      board
      of directors of the Company for the time being;

    


    "Business
      Day"

    a
      day on
      which clearing banks in Dublin are open for a full range of banking
      transactions;

    


    "Chairman"

    the
      non-executive director of the Company holding the position of chairman from
      time
      to time

    


    "Commencement
      Date"

    the
      date
      on which the Company’s Ordinary shares are admitted to trading on the AIM Market
      of London Stock Exchange plc;

    


    "Companies
      Acts"

    the
      Companies Acts 1963-2003

    


    “Confidential
      Information”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              Trade
                secrets, customer lists, trading details, secret or confidential
                operations, processes, dealings or any information concerning the
                organisation, prospective business, business methods, systems, affairs,
                finances, transactions of any company in the Group or other information
                of
                a confidential nature relating to any company in the Group or any
                supplier
                to, customer or potential customer of any company in the
                Group;

            


    

    


    
      	 	
              (b)

            	
              Any
                other information designated by any company in the Group as confidential;
                and

            


    

    


    
      	 	
              (c)

            	
              Any
                information in relation to which any company in the Group owes a
                duty of
                confidentiality to any third party;

            


    

    


    "Group"

    the
      Company and its Associated Companies for the time being;

    


    "London
      Stock Exchange"

    London
      Stock Exchange plc;

    


    "Prohibited
      Business"

    any
      business or activity carried on by the Company at the Termination Date or at
      any
      time in the Relevant Period in which the Director shall have been directly
      concerned in the course of his employment at any time in the Relevant
      Period;

    


    "Protected
      Supplier"

    any
      supplier to the Company with whom the Director shall have had material dealings
      in the course of his employment during the Relevant Period;

    


    "Relevant
      Period"

    the
      twelve month period ending with the Termination Date or the last day before
      the
      Director is denied access to any premises of any company in the Group and/or
      is
      required not to have any contact or dealings with any customer, client, supplier
      or employee of any company in the Group and/or has not carried out any duties
      or
      work or has carried out duties other than his normal duties, whichever is the
      earlier;

    


    "Review
      Date"

    each
      anniversary of the Commencement Date;

    


    “Territory”

    the
      United States of America, Canada, Ireland, the United Kingdom or any other
      country in which the Group carries on its business on the Termination Date,
      or
      in any other country where the Group has concluded contracts, or has entered
      into contractual negotiations to operate internet lottery games;

    


    "Termination
      Date"

    the
      date
      of termination of the Director's employment with the Company;

    


    "UKLA"

    the
      United Kingdom Listing Authority or any other competent authority for the time
      being for the purposes of Part VI of the Financial Services and Markets Act
      2000
      of the
      United Kingdom;

    


    
      	
              1.2

            	
              words
                and phrases the definition of which is contained or referred to in
                the
                Companies Acts shall be construed as having the meanings thereby
                attributed to them;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.3

            	
              references
                to statutory provisions shall be construed as references to those
                provisions as respectively amended or re-enacted or as their application
                is modified by other provisions (whether before or after the date
                hereof)
                from time to time and shall include references to any provisions
                of which
                they are re-enactments (whether with or without
                modification);

            


    

    


    
      	
              1.4

            	
              headings
                are for ease of reference only and shall not affect
                construction;

            


    

    


    
      	
              1.5

            	
              words
                denoting the singular include the plural and vice
                versa;

            


    

    


    
      	
              1.6

            	
              words
                denoting one gender include all
                genders;

            


    

    


    
      	
              1.7

            	
              words
                denoting persons include firms and corporations;
                and

            


    

    


    
      	
              1.8

            	
              references
                to the Director's employment are to his employment by the Company
                under
                and pursuant to this agreement.

            


    

    


    
      	
              2

            	
              Position

            


    

    


    
      	
              2.1

            	
              The
                Company shall employ the Director and the Director shall serve the
                Company
                as Chief Operating Officer and Chief Financial Officer or in such
                other
                capacity as the Board may from time to time determine.
                

            


    

    


    
      	
              2.2

            	
              If
                the Director is at any time unable through sickness, injury or otherwise
                to carry out his duties hereunder the Company may temporarily employ
                any
                person or persons to perform those duties in his place until such
                time as
                he is able to resume his duties
                hereunder.

            


    

    


    
      	
              3

            	
              Duties

            


    

    


    
      	
              3.1

            	
              During
                the continuance of this agreement the Director shall devote substantially
                the whole of his time, attention and abilities during normal working
                hours
                which are from 9am to 5.30pm Monday to Friday and such other hours
                as may
                be reasonably required including weekends and public holidays, for
                the
                proper performance of his duties under this agreement to the business
                of
                the Group and, so far as consistent with the nature of his office
                hereunder, shall:

            


    

    


    
      	 	
              3.1.1

            	
              undertake
                such duties and exercise such powers in relation to the Group as
                the Board
                shall from time to time properly and reasonably assign to or vest
                in
                him;

            


    

    


    
      	 	
              3.1.2

            	
              in
                the discharge of such duties and in the exercise of such powers,
                observe
                and comply with all lawful resolutions and directions from time to
                time
                properly and reasonably made or given by the
                Board;

            


    

    


    
      	 	
              3.1.3

            	
              keep
                the Board promptly and duly informed (in writing if so requested)
                of the
                business and affairs of the Company and such other companies in the
                Group
                as the Director may be involved with, whether in accordance with
                clause
                3.1.4 or otherwise, and of his conduct and provide such explanation
                as the
                Board may require in connection
                therewith;

            


    

    


    
      	 	
              3.1.4

            	
              in
                pursuance of his duties hereunder accept such offices in any Associated
                Companies (without further remuneration unless otherwise agreed)
                as the
                Board may require from time to time;
                and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.1.5

            	
              well
                and faithfully serve the Group and use his reasonable endeavours
                to
                promote and develop the business and interests of the
                Group.

            


    

    


    
      	
              4

            	
              Period

            


    

    


    
      	
              4.1

            	
              The
                Director's employment under this agreement shall commence on the
                Commencement Date and shall continue for a period of twelve months
                and
                thereafter until determined by at least two months' written notice
                given
                by either party to the other, such notice period to commence only
                after
                the expiry of that period of twelve
                months.

            


    

     

    
      	
              4.2

            	
              The
                Company may, at its entire discretion, lawfully terminate this agreement
                with immediate effect by giving notice of such termination and by
                paying
                to the Director, in lieu of salary and other benefits pursuant to
                this
                agreement, an amount equal to the basic salary including any bonus
                which
                the Director would have earned from the Termination Date until the
                first
                date upon which his employment could, apart from this clause 4.3
                have been
                lawfully terminated in accordance with clause 4.1 above together
                with a
                further sum equivalent to the value of the benefits to which the
                Director
                would have been entitled during such period, to the extent only that
                the
                Director does not in fact receive those benefits for the whole or
                part of
                such period. Any such payment to the Director will be subject to
                tax and
                other statutory deductions required from time to
                time.

            


    

    


    
      	
              4.3

            	
              If
                this agreement is terminated by notice given by either party to the
                other,
                whether pursuant to clause 4.1 or otherwise, or if the Director wishes
                to
                resign with immediate effect but the Company refuses to accept such
                resignation and requires the due period of notice to be given by
                the
                Director, then:

            


    

    


    
      	 	
              4.3.1

            	
              the
                Company shall be under no obligation to vest in or assign to the
                Director
                any powers or duties or to provide work for the Director but the
                Company
                may at its discretion provide suitable work for the Director to be
                undertaken at the Director's home and the Company may require the
                Director
                to carry out special duties or
                projects;

            


    

    


    
      	 	
              4.3.2

            	
              the
                Company may at any time or from time to time during such notice period
                deny the Director access to any premises of any company in the Group
                or
                require the Director not to have any contact or dealings with any
                customer, client, supplier or employee of any company in the Group;
                and
                

            


    

    


    
      	 	
              4.3.3

            	
              Salary
                and all benefits will not cease to be payable or available to the
                Director
                by reason only of that exclusion of the Director from any premises
                of any
                company in the Group until the expiration of such notice
                period.

            


    

    


    
      	
              5

            	
              Directorship

            


    

    


    The
      Director shall not be entitled to any director's fees from any company in the
      Group in addition to his remuneration under clause 7. Provided Always that
      the
      Director shall be reimbursed all expenses properly incurred by him in attending
      any board meetings of directors meetings whether formally or informally.


    


    
      	
              6

            	
              Place
                of Work

            


    

    


    
      	
              6.1

            	
              The
                Company shall provide a suitable office for the use of the Director
                at
                [the Company's premises in Ireland and in the United States and the
                Director shall carry out his duties there and in such other places
                as the
                Board considers reasonably appropriate from time to time. The Company
                may
                require the Director to work at any place within [the USA or Ireland]
                on
                either a temporary or an indefinite basis. The Director will be given
                reasonable notice of any change in his place of work. The Director
                may be
                required to travel on the business of the
                Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.2

            	
              If
                the Company requires and reaches agreement with the Director to work
                at a
                place which would, in the reasonable opinion of the Board, cause
                the
                Director to move permanently from his then normal place of residence,
                the
                Company shall reimburse to the Director (on production of the necessary
                receipts or vouchers or as otherwise agreed) all removal and relocation
                expenses directly and reasonably incurred as a result of the Company's
                requirements. The Company will endeavour to provide reasonable notice
                of
                any such requirement but the Director accepts that in an emergency
                the
                Company may not be able to give such
                notice.

            


    

    


    
      	
              7

            	
              Remuneration

            


    

    


    
      	
              7.1

            	
              The
                Director shall be entitled to remuneration for his services hereunder
                at
                the rate of $ 168,000 per annum as from the Commencement Date which
                shall
                accrue from day to day payable monthly in
                advance.

            


    

    


    
      	
              7.2

            	
              On
                every Review Date during the continuance of this agreement the
                remuneration of the Director payable under this clause 7 shall be
                reviewed
                by the Board but there shall be no obligation on the Board to affect
                any
                increase.

            


    

    


    
      	
              7.3

            	
              In
                addition to the remuneration payable to the Director above, the Director
                shall be entitled to a bonus of 50% of salary provided the targets
                as set
                by the remuneration committee are achieved within each Accounting
                Period
                during which this agreement continues.


            


    

    


    
      	
              7.4

            	
              Payment
                of salary and bonus to the Director shall be made either by the Company
                or
                by any other member of the Group and, if by more than one company,
                in such
                proportions as the Board may from time to time think
                fit.

            


    

    


    
      	
              8

            	
              Expenses

            


    

    


    
      	
              8.1

            	
              In
                addition to his remuneration hereunder the Director shall be reimbursed
                all reasonable expenses properly incurred by him in the discharge
                of his
                duties hereunder upon production of appropriate written evidence
                thereof
                if reasonably practicable.

            


    

    


    
      	
              8.2

            	
              [The
                Company shall provide the Director with a mobile telephone for his
                use for
                both business and reasonable private telephone calls and the Company
                shall:

            


    

    


    
      	 	
              8.2.1

            	
              pay
                all equipment and line rentals in connection with such telephone;
                and

            


    

    


    
      	 	
              8.2.2

            	
              on
                production of the relevant bill for such calls, pay all costs of
                telephone
                calls made by the Director with such telephone for both business
                and
                private use.]

            


    

    


    
      	
              8.3

            	
              The
                Company shall pay for business telephone calls made from the Director's
                home telephone on the production of the relevant
                bill.

            


    

    


    
      	
              8.4

            	
              The
                Company shall purchase and maintain directors' and officers' liability
                insurance and appropriate professional indemnity insurance cover
                for the
                Director's benefit in respect of any liability occurred in the proper
                performance of his duties.

            


    

    


    
      	
              8.5

            	
              The
                Company shall provide the Director with the use of a Company Credit
                card
                for his use for the payment of expenses properly incurred by him
                in the
                discharge of his duties.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              8.6

            	
              The
                Company shall provide the Director with business class flights in
                respect
                of any travel undertaken by him in the discharge of his
                duties

            


    

    


    
      	
              8.7

            	
              The
                Director shall be paid a car allowance in the sum of € 1,200 per
                annum.

            


    

    


    
      	
              8.8

            	
              The
                Company shall, subject to the approval of the Chairman, discharge
                any fees
                payable by the Director in respect of any Professional Associations
                that
                the Director elects to join in the discharge of his
                duties.

            


    

    


    
      	
              8.9

            	
              The
                company shall discharge all payments due on the Directors behalf
                in
                respect of any Private Health Care taken out by him during the course
                of
                this agreement.

            


    

    


    
      	
              8.10

            	
              The
                Company shall contribute a sum equivalent to 10% of the Directors
                total
                annual remuneration to an appropriate pension
                scheme.

            


    

    


    
      	
              9

            	
              Holidays

            


    

    


    
      	
              9.1

            	
              The
                Director shall be entitled during every calendar year of his employment
                (and pro rata for part of such year)
                to:

            


    

    


    
      	 	
              9.1.1

            	
              all
                generally observed public holidays in the Republic of Ireland;
                and

            


    

    


    
      	 	
              9.1.2

            	
              21
                days each year at such time as shall reasonably be agreed by the
                Board.

            


    

    


    
      	
              9.2

            	
              The
                Director shall not be entitled to carry forward from one year to
                the next
                any holiday entitlement and no payment will be made by the Company
                in lieu
                of accrued but unused holiday entitlement at the end of the holiday
                year.

            


    

    


    
      	
              9.3

            	
              For
                the calendar year in which the Director's employment commences or
                terminates the Director is entitled to holidays during that year
                assessed
                on a pro-rata basis. On the termination of the Director's employment
                for
                whatever reason the Director shall either be entitled to pay in lieu
                of
                outstanding holiday entitlement or be required to repay to the Company
                any
                salary received for holiday taken in excess of his actual entitlement
                (as
                the case may be). The basis for payment shall be 1/365 salary for
                each
                day.

            


    

    


    
      	
              10

            	
              Incapacity

            


    

    


    
      	
              10.1

            	
              Subject
                as hereinafter provided, during any period of absence from work due
                to
                illness or disability the Director shall continue to be entitled
                to his
                full remuneration for a period of thirteen weeks in each calendar
                year
                subject to deduction of any
                benefit which the Director will receive from the Department of Social
                and
                Family Affairs;

            


    

    


    
      	
              10.2

            	
              If
                the Director is absent from work as a result of illness or disability,
                he
                will:

            


    

    


    
      	 	
              10.2.1

            	
              notify
                the Company as soon as practicable on the first day of his
                absence;

            


    

    


    
      	 	
              10.2.2

            	
              if
                the period of absence is less than eight consecutive days, submit
                to the
                Company on his return a certificate of sickness completed by himself;
                and

            


    

    


    
      	 	
              10.2.3

            	
              if
                the period of absence is eight consecutive days or more, submit to
                the
                Company without delay a medical certificate signed by a practising
                medical
                practitioner in respect of each week of absence after the
                first.

            


    

    


    
      	
              10.3

            	
              If
                the Director shall at any time be incapacitated or prevented by mental
                or
                physical illness, injury, accident or any other circumstances beyond
                his
                control from performing his duties hereunder for a period of six
                consecutive months or if he shall be so incapacitated at different
                times
                for more than 180 days in any one period of 52 consecutive weeks
                then in
                either of such cases the Company shall be at liberty
                thereafter:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              10.3.1

            	
              to
                terminate his employment by three months' notice in writing and the
                Director shall not be entitled to claim any compensation from the
                Company
                or any other company in the Group or otherwise in respect of such
                termination provided that if at any time during the currency of such
                a
                notice the Director shall provide a medical certificate satisfactory
                to
                the Board to the effect that he has fully recovered his physical
                and/or
                mental health and that no recurrence of the illness or incapacity
                can
                reasonably be anticipated, the Company shall withdraw the notice;
                

            


    

    


    
      	 	
              10.3.2

            	
              to:

            


    

    


    
      	 	
              (a)

            	
              discontinue
                payment in whole or part of his remuneration (including all bonus
                entitlements save for those already earned by the Director but not
                yet
                paid); 

            


    

    


    
      	 	
              (b)

            	
              cease
                meeting the cost and/or providing all other contractual benefits
                that
                would otherwise be due under the terms of this agreement;
                and/or

            


    

    


    
      	 	
              (c)

            	
              have
                returned any motor vehicle previously provided to the Director
                

            


    

    


    on
      and
      from such date as it specifies until such time as he shall be capable of
      performing and shall have resumed his full duties hereunder; and/or

    


    
      	 	
              10.3.3

            	
              to
                appoint a successor to the Director to perform all or any of the
                duties
                required of the Director under the terms of this agreement and the
                Director's duties shall be amended accordingly.


            


    

    


    
      	
              10.4

            	
              If
                the Director's absence from work as a result of illness or disability
                shall be or appear to be occasioned by the actionable negligence
                of a
                third party in respect of which damages are or may be recoverable,
                then
                all sums paid by the Company in accordance with this clause 10.4
                shall
                constitute loans to the Director, who
                shall:

            


    

    


    
      	 	
              10.4.1

            	
              forthwith
                notify the Company of the relevant circumstances and of any claim,
                compromise, settlement or judgment made or awarded in connection
                therewith;

            


    

    


    
      	 	
              10.4.2

            	
              give
                to the Company all such particulars of such matters as the Company
                may
                reasonably require; and

            


    

    


    
      	 	
              10.4.3

            	
              if
                any damages are recovered from the third party refund to the Company
                such
                sum as the Company may determine, not exceeding the lesser
                of:

            


    

    


    
      	 	
              (a)

            	
              the
                amount of damages recovered by the Director under such compromise,
                settlement or judgment; and

            


    

    


    
      	 	
              (b)

            	
              the
                sums advanced to the Director in respect of the period of the
                incapacity,

            


    

    


    Provided
      that, in the event that the Director shall be a director of the Company or
      the
      Company's holding company, the Director shall not be entitled to receive any
      payments in excess of the maximum aggregate sum permitted to be loaned by the
      Company to a director under the provisions of the Companies Acts. 

    
       

      
        	
                11

              	
                Other
                  Interests

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              11.1

            	
              The
                Director shall not without the prior written consent of the Board
                during
                the continuance of this agreement be concerned, engaged or interested
                either directly or indirectly in any capacity in any other trade,
                business
                or employment or engaged in any lottery related occupation (including
                membership of parliament or of any local government authority or
                public
                body or any other public or private work) provided that, other than
                any
                shares held in the Company, the Director shall be permitted to hold
                not
                more than 3% of any class of shares or debentures or other securities
                (other than shares, debentures or other securities of the Company)
                which
                are quoted or dealt on the Official List of the UKLA or the Alternative
                Investment Market of the London Stock Exchange or any other recognised
                investment exchange (as defined in section 285 of the Financial Services
                and Markets Act 2000
                of
                the United Kingdom) whether in the United Kingdom or otherwise and
                shall
                be permitted to invest in the units of any collective investment
                scheme
                (as defined in section 235 of the Financial Services and Markets
                Act
                2000
                of
                the United Kingdom).

            


    

    


    
      	
              11.2

            	
              Subject
                to any regulations issued by the Company which may be applicable
                to him,
                the Director shall not be entitled to receive or obtain directly
                or
                indirectly any discount, rebate or commission in respect of any sale,
                purchase or provision of goods or services effected or other business
                transacted (whether or not by him) by or on behalf of any company
                in the
                Group and if he (or any firm or company in which he is interested)
                shall
                obtain any such discount, rebate or commission, he shall account
                to the
                Company (for itself or on behalf of the relevant company in the Group,
                as
                appropriate) for the amount received by him (or a due proportion
                of the
                amount received by such company or firm having regard to the extent
                of his
                interest therein).

            


    

    


    
      	
              11.3

            	
              The
                Director shall comply with all codes of conduct from time to time
                adopted
                by the Board and with all applicable rules and regulations of the
                AIM/London Stock Exchange.

            


    

    


    
      	
              11.4

            	
              The
                Director shall comply and procure that his spouse and minor children
                shall
                comply with all applicable rules of law, London Stock Exchange regulations
                (including the Model Code for transactions in securities by directors)
                and
                any code of conduct of the Company from time to time in force in
                relation
                to dealings in shares, debentures or other securities of the Company
                or
                any Group company and any unpublished price sensitive information
                affecting the securities of any other
                company.

            


    

    


    
      	
              12

            	
              Secrecy

            


    

    


    The
      Director shall not, except as authorised or required by his duties or as obliged
      by law, reveal to any person or use for his own purposes or for any purposes
      other than those of the Group any Confidential Information which may come to
      his
      knowledge during and as a result of his employment and shall keep with complete
      secrecy all Confidential Information entrusted to him and shall not use or
      attempt to use any such information in any manner which may injure or cause
      loss
      either directly or indirectly to any company in the Group or their respective
      businesses or which may be likely so to do. This restriction shall continue
      to
      apply after the termination of this agreement without limit in point of time
      but
      shall cease to apply to information or knowledge which is ordered to be
      disclosed by a Court of competent jurisdiction or otherwise required to be
      disclosed by law or which comes into the public domain other than as a result
      of
      a breach by the Director of his obligations to the Company or any other company
      in the Group.

    


    
      	
              13

            	
              Notes
                or Memoranda

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Director shall not during the continuance of this agreement make, otherwise
      than
      for the benefit of the Group, any notes or memoranda relating to any matter
      within the scope of the business of the Group or concerning any of its dealings
      or affairs, nor shall the Director either during the continuance of this
      agreement or afterwards use or permit to be used any such notes or memoranda
      otherwise than for the benefit of the Group. All such notes and memoranda made
      by the Director shall be the property of the Group and shall be left at the
      registered office of the Company upon the termination of the Director's
      employment.

    


    
      	
              14

            	
              Inventions

            


    

    


    
      	
              14.1

            	
              Any
                discovery, development, invention, process, design, improvement in
                procedure, computer program, copyright works, trade name or trade
                mark
                made, discovered or created by the Director whilst in the service
                of the
                Group either alone or with any other person in connection with or
                in any
                way affecting or relating to the business of the Group or capable
                of being
                used or adapted for use therein or in connection therewith ("Inventions")
                shall forthwith be disclosed by the Director to the Company and shall
                belong to and be the absolute property of the Company or such Associated
                Company as the Company may nominate for that purpose provided that
                this
                clause 14.1 shall not apply to those rights of the Director in Inventions
                which cannot under applicable law be vested in the Company as his
                employer
                ("Employee
                Rights").

            


    

     

    
      	
              14.2

            	
              The
                Director, if and whenever required to do so (whether during or after
                the
                termination of his appointment), shall at the expense of the Company
                forthwith assign to the Company or an Associated Company nominated
                by the
                Company (or, if assignment is not permitted under applicable law,
                shall
                grant an exclusive licence to the Company or such Associated Company)
                all
                Employee Rights and upon such assignment or licensing shall deliver
                to the
                Company or such Associated Company all documents and other materials
                relating to the Inventions and the Company will itself or will procure
                that such Associated Company will thereupon pay to the Director such
                remuneration for the assignment or licence and the delivery of the
                said
                documents and materials as may be agreed.

            


    

     

    
      	
              14.3

            	
              The
                Director if and whenever required to do so (whether during or after
                the
                termination of his appointment) shall at the expense of the Company
                or its
                nominee:

            


    

    


    
      	 	
              14.3.1

            	
              apply
                or join in applying for patents, registered designs, trade marks
                or other
                similar protection in any Territory or any other part of the world
                for any
                Inventions and execute all instruments and do all things necessary
                for
                vesting the said patents, registered designs, trade marks or other
                similar
                protection when obtained and all right and title to and interest
                in the
                same in the Company or such other third party as the Company may
                require
                absolutely and as the sole beneficial owner;
                and

            


    

    


    
      	 	
              14.3.2

            	
              Sign
                and execute all such documents and do all such acts as the Company
                may
                reasonably require in connection with any proceedings in respect
                of such
                applications and any petitions or applications for revocation of
                such
                patents, registered designs, trade marks or other
                protection.

            


    

    


    
      	
              14.4

            	
              The
                Director hereby irrevocably appoints the Company to be his attorney
                to act
                in his name and on his behalf to execute and do any such instrument
                or
                thing and generally to use his name for the purpose of giving to
                the
                Company the full benefit of this clause and a certificate in writing
                signed by any director or by the secretary of the Company that any
                instrument or act falls within the authority hereby conferred shall
                be
                conclusive evidence that such is the case as against the Director
                in
                favour of the Company and any third
                party.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              14.5

            	
              Should
                the Company, in its sole discretion, so require, the Inventions shall
                not
                be made the subject of patents or similar protections, but shall
                be worked
                by the Company and/or the Associated Companies as secret
                processes?

            


    

    


    
      	
              15

            	
              Termination

            


    

    


    
      	
              15.1

            	
              The
                Company may (without prejudice to any other rights or remedies in
                respect
                thereof) forthwith determine the employment of the Director without
                compensation by notice in writing to him in any of the following
                circumstances:

            


    

    


    
      	 	
              15.1.1

            	
              the
                Director breaches any material term of this agreement which, in the
                case
                of a breach capable of remedy, is not so remedied within 30 days
                of a
                written notice from the Board so to
                remedy;

            


    

     

    
      	 	
              15.1.2

            	
              the
                Director is guilty of gross or persistent misconduct or shall be
                guilty of
                serious conduct likely to bring himself or the Group into
                disrepute;

            


    

     

    
      	 	
              15.1.3

            	
              the
                Director is declared bankrupt or an interim order is made against
                him or
                he makes or attempts to make any voluntary arrangement with his
                creditors;

            


    

     

    
      	 	
              15.1.4

            	
              a
                disqualification order is made or is in force against the Director
                under
                Part VII of the Companies Act 1990.

            


    

    


    
      	 	
              15.1.5

            	
              the
                Director becomes of unsound mind or becomes a patient as defined
                in the
                Mental Health Act 1983 of the United Kingdom;


            


    

     

    
      	
              15.2

            	
              On
                the termination of this agreement or on either the Company or the
                Director
                having served notice of such termination the Director shall upon
                the
                request of the Company:

            


    

    


    
      	 	
              15.2.1

            	
              resign
                without compensation from all directorships and other offices held
                by him
                in the Group;

            


    

    


    
      	 	
              15.2.2

            	
              sign
                or execute such transfers or other deeds or documents as may be required
                to transfer to the Company or as it may direct any shares or other
                securities held by the Director as nominee or trustee for the Company
                (or
                any other company in the Group);

            


    

    


    
      	 	
              15.2.3

            	
              deliver
                to the Company forthwith all credit cards, motor car, car keys and
                other
                property of or relating to the business of the Company or the Group
                (including any notes or memoranda referred to in clause 14) which
                may be
                in his possession or under his control;
                and

            


    

    


    
      	 	
              15.2.4

            	
              for
                the purposes of clauses 15.2.1, 15.2.2 and 15.2.3 the Director hereby
                irrevocably appoints the Company to be his attorney to act in his
                name and
                on his behalf to execute and do any such instrument or thing and
                generally
                to use his name for the purpose of giving to the Company the full
                benefit
                of this clause and a certificate in writing signed by any director
                or by
                the secretary of the Company that any instrument or act falls within
                the
                authority hereby conferred shall be conclusive evidence that such
                is the
                case as against the Director in favour of the Company and any third
                party.

            


    

    


    
      	
              15.3

            	
              The
                Director shall not at any time after the termination of his employment
                represent himself as being in any way connected with the business
                of the
                Company or any other company in the
                Group.

            


    

    


    
      	
              16

            	
              Suspension

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      the
      Board have reason to suspect that any one or more of the events set out in
      clauses 15.1.1 to 15.1.10 (inclusive) of this agreement has or have occurred
      the
      Board may suspend the Director on such terms as to payment of salary or
      otherwise as the Board may think fit pending further
      investigations.

    


    
      	
              17

            	
              Non-Competition

            


    

    


    
      	
              17.1

            	
              The
                Director shall not so as to compete with the Company during the period
                of
                twelve months after the Termination Date directly or indirectly on
                his own
                account or on behalf of or in conjunction with any person, firm or
                company
                or other organisation canvass or solicit or by any other means seek
                to
                conduct Prohibited Business with or conduct Prohibited Business with
                anyone with whom the Director shall have had material dealings in
                the
                course of his duties hereunder at any time in the Relevant Period
                or with
                whom and to the knowledge of the Director any employee of the Company
                under the Director's control shall have had material dealings in
                the
                course of their duties to the Company in the Relevant
                Period.

            


    

    


    
      	
              17.2

            	
              The
                Director shall not so as to compete with the Company during the period
                of
                twelve months after the Termination Date directly or indirectly induce
                or
                seek to induce any senior employee of the Company engaged in the
                Prohibited Business who was such an employee at the Termination Date
                and
                with whom the Director shall during the Relevant Period have had
                material
                dealings in the course of his duties hereunder to leave the employment
                of
                the Company whether or not this would be a breach of contract on
                the part
                of the employee.

            


    

    


    
      	
              17.3

            	
              The
                Director shall not so as to compete with the Company during the period
                of
                twelve months after the Termination Date directly or indirectly seek
                to
                entice away from the Company or otherwise solicit or interfere with
                the
                relationship between the Company and any Protected
                Supplier.

            


    

    


    
      	
              17.4

            	
              The
                Director shall not so as to compete with the Company during the period
                of
                twelve months after the Termination Date within the Territory carry
                on or
                be directly or indirectly engaged, concerned or interested whether
                as
                principal, agent, shareholder, investor, director, employee or otherwise
                howsoever in any business or the setting up of any business engaged
                in or
                which it is intended to be engaged in any Prohibited Business. For
                the
                purpose of this clause 17.4 acts done by the Director outside the
                Territory shall nonetheless be deemed to be done within the Territory
                where their primary purpose is the obtaining of any Prohibited Business
                from any person, firm, company or other entity with business premises
                within the Territory .

            


    

    


    
      	
              17.5

            	
              The
                Director covenants that in respect of any other company in the Group
                in
                the business or affairs of which the Director shall at any time during
                the
                Relevant Period have been materially concerned or interested he will
                perform and observe in relation to each such Associated Company the
                covenants set out in this clause 17 and that each covenant shall
                be
                construed and enforceable as a separate covenant in relation to each
                such
                Associated Company. For the purposes of giving effect to the provisions
                of
                this clause 17.5 only, references to the Company in clauses 17.1
                to 17.4
                inclusive and in the definitions of Prohibited Business and Protected
                Supplier shall be deemed to be references to each such
                company.

            


    

    


    
      	
              17.6

            	
              The
                Director shall not, either during the continuance of this agreement
                or at
                any time after the Termination Date engage in any trade or business
                or be
                associated with any person, firm or Company engaged in any trade
                or
                business using the name New Media Lottery or incorporating the word
                New
                Media Lottery.

            


    

    


    
      	
              17.7

            	
              The
                Parties agree that the periods referred to in clauses 17.1 to 17.5
                shall
                be reduced by one day for every day during which at the Company's
                direction the Director is denied access to any premises of any company
                in
                the Group and/or is required not to have any contact or dealings
                with any
                customer, client, supplier or employee of any company in the Group
                and/or
                has not carried out any duties or work or has carried out duties
                other
                than his normal duties.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              17.8

            	
              These
                restrictions are entered into by the Company and the Director after
                having
                been separately legally advised.

            


    

    


    
      	
              17.9

            	
              Each
                of these restrictions contained in this clause 17 is intended to
                be
                separate and severable. In the event that any of the restrictions
                shall be
                held void but would be valid if part of the wording thereof were
                deleted
                such restriction shall apply with such deletion as may be necessary
                to
                make it valid and effective

            


    

    


    
      	
              18

            	
              Amalgamation
                or Reconstruction

            


    

    


    If
      before
      the termination of this agreement the employment of the Director shall be
      determined by reason of the winding up of the Company for the purposes of
      reconstruction or amalgamation and the Company shall procure that any concern
      or
      undertaking resulting from such solvent reconstruction or amalgamation shall
      offer to the Director employment on no less favourable terms than contained
      in
      this agreement, the Director shall have no claim against the Company for damages
      or otherwise in connection with such determination provided that, in the event
      of the Director being made such an offer, it shall be conditional upon his
      employment with the Company counting as continuous employment.

    


    
      	
              19

            	
              Grievance
                and Discipline

            


    

    


    
      	
              19.1

            	
              The
                Director should refer any grievances about his employment or about
                any
                decision relating to him to the Board by giving written notice. The
                reference will be dealt with by a majority present at the relevant
                Board
                meeting, at which the Director shall not be entitled to attend unless
                requested so to attend, and whose decision shall be
                final.

            


    

    


    
      	
              19.2

            	
              There
                are no disciplinary rules relating to the Director's
                employment.

            


    

    


    
      	
              20

            	
              Collective
                Agreements

            


    

    


    No
      collective agreements affect the Director's terms and conditions of employment
      with the Company.

    


    
      	
              21

            	
              Notices

            


    

    


    
      	
              21.1

            	
              Any
                demand, notice or communication shall be deemed to have been duly
                served:

            


    

    


    
      	 	
              21.1.1

            	
              if
                delivered by hand, when left at the proper address for
                service;

            


    

    


    
      	 	
              21.1.2

            	
              if
                given or made by prepaid registered post, 48 hours after being posted
                (excluding Saturdays, Sundays, and public
                holidays),

            


    

    


    provided
      that where in the case of delivery by hand such delivery occurs either after
      4.00pm on a Business Day or on a day other than a Business Day service shall
      be
      deemed to occur at 10.00am on the next following Business Day (such times being
      local times at the address of the recipient).

    


    
      	
              21.2

            	
              Any
                demand, notice or communication shall be made in writing addressed
                to the
                recipient at its registered office or its address stated in this
                agreement
                (or such other address as may be notified in writing from time to
                time).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              22

            	
              Breach
                Prior to Termination

            


    

    


    The
      expiration of or the lawful termination of this agreement shall not affect
      such
      other provisions hereof as are expressed to operate or have effect thereafter
      and shall be without prejudice to any right or action already accrued to either
      party in respect of any breach of this agreement by the other
      party.

    


    
      	
              23

            	
              Prior
                Agreements

            


    

    


    As
      from
      the Commencement Date, this agreement will govern the employment relations
      between the Company and the Director and any former agreements subsisting
      between the Director and the Company or any other company in the Group in
      respect of such employment relationship will thereafter cease to be of
      effect.

    


    
      	
              24

            	
              Representation

            


    

    


    
      	
              24.1

            	
              The
                Director represents and warrants to the Company that he is free to
                enter
                into this agreement and that he is not bound by any court order,
                agreement
                or arrangement which would prevent him from entering into this agreement
                or which would restrict the availability of his services to the
                Group.

            


    

    


    
      	
              24.2

            	
              The
                Director hereby agrees to indemnify the Company fully against any
                and all
                liabilities, damages, costs and expenses, including without limitation,
                legal fees and disbursements incurred by the Company in connection
                with
                any action, suit or proceedings brought against the Company concerning
                the
                subject matter of clause 24.1.

            


    

    


    
      	
              25

            	
              Data
                protection and monitoring and interception of
                communications

            


    

    


    
      	
              25.1

            	
              Personal
                data (including sensitive data) relating to the Director which has
                been or
                is in the future obtained by the Company may be held and processed
                by the
                Company either by computer or manually for any purpose relating to
                the
                administration, management and operation of the Director's employment
                (including payment of wages and maintenance of attendance, performance
                and
                conduct records), or in relation to the Company's legal obligations
                or
                business needs.

            


    

    


    
      	
              25.2

            	
              The
                Company reserves the right to intercept, monitor and record the contents
                of the Director's communications at work which include, but are not
                limited to, e-mails, faxes, telephone conversations and internet
                usage, in
                order to establish the existence of facts; to ascertain or demonstrate
                standards which are or which ought to be achieved; in the interests
                of
                national security; to prevent or detect crime or to investigate or
                detect
                the unauthorised use of any of the Company's communications
                systems.

            


    

    


    
      	
              26

            	
              Proper
                Law and Jurisdiction

            


    

    


    This
      agreement shall be governed by and construed in accordance with the laws of
      Ireland and each of the parties hereto submits to the non-exclusive jurisdiction
      of the Irish Courts.

    


    IN
      WITNESS
      whereof
      the parties have executed this agreement as a deed and it is hereby delivered
      on
      the day and year first before written.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Present
      when the common seal of    )

    NEW
      MEDIA LOTTERY SERVICES PLC   )

    was
      affixed hereto:       )

    


    


    


    Director

    


    


    


    Director/Secretary

    


    


    EXECUTED
      AS A DEED AND DELIVERED     )

    by
      RANDOLPH
      BROWNELL III       )

    In
      the
      presence of:       )