WINNER'S
      POT POKER LICENSE AGREEMENT

     

    This
      License Agreement is entered into as of the last date appearing below by and
      between Poker
      Magic, Inc.,
      130
      Lake Street, W.#300, Wayzata, Minnesota 55391, hereinafter "Licensor", and
      Bally's
      Park Place, Inc. a New Jersey corporation dba Bally's Atlantic
      City,
      hereinafter "Licensee", Park Place & Boardwalk, Atlantic City, New Jersey
      08401, hereinafter "Location". Licensor and Licensee may be collectively
      referred to herein as the "Parties" or each singularly referred to as a
      "Party".

     

    Article
      1 - Definitions

     

    1.01
      "Winner's
      Pot Poker” means the Winner’s Pot Poker table game ("Game") protected by United
      States Patent and Proprietary Rights.

     

    1.02
      "Patent
      and Proprietary Rights" shall include, but are not limited to:

     

    (a) the
      table
      game Winner’s Pot Poker;

     

    (b) US
      Patent
      Application Number 5839732, filed May 8, 1997;

     

    (c) all
      trademarks, trade secrets, patent and copyrights held by Licensor to the
      Winner's Pot Poker table game, its design, layout, markings, rules,
      instructions, advertising, promotional material and instructions for
      play;

     

    (d) the
      table
      game Winner’s Pot Poker and design and Licensor’s trademarks; and,

     

    (e) all
      goodwill associated with the Winner’s Pot Poker table game, the copyrights,
      trade names, trademarks and patents.

     

    1.03
      "Unit"
      shall mean a single Game table layout.

     

    Article
      2 - Grant

     

    2.01
      Licensor
      warrants and represents that Licensor owns the Patent and Proprietary Rights
      in
      and to the Game. Licensor further warrants that Licensor has the right to grant
      to Licensee the use of the mark Winner’s Pot Poker in the State of New Jersey,
      and specifically at Licensee's Location. Licensor hereby grants to Licensee,
      and
      Licensee hereby accepts, subject to the terms and conditions set forth in this
      License Agreement, a non-exclusive license (without the right to sublicense)
      under the Patent and Proprietary Rights to offer to its patrons the casino
      table
      game (non-video) version of the Game, as provided to Licensee by Licensor at
      Licensee's Location. The ownership of the Patent and Proprietary Rights shall
      remain the sole and exclusive property of the Licensor.

     

    
      
         

      

      
         

        
          

        

      

      
        
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            Pot Poker

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    Article
      3 - Payment

     

    3.01
      One
      (1)
      Unit, including layout and table sign(s), shall be provided by Licensor to
      Licensee on a trial basis at no charge until such time as the New Jersey Casino
      Control Commission ("Commission") ends the test period for the Game (the "Trial
      Period").

     

    3.02
      Should
      Licensee decide to operate the Unit beyond the Trial Period, Licensee shall
      pay
      Licensor a monthly license fee to be determined by the Parties during the course
      of the Trial Period. In the event the Parties cannot agree on the appropriate
      fee during the Trial Period, this License Agreement shall terminate upon the
      conclusion of the Trial Period and the terms of Article 6.03 shall
      apply.

     

    Licensor
      shall provide Game training and player information cards at no
      charge.

     

    Article
      4 - General Obligations of Licensee

     

    4.01
      Licensee
      shall conduct the Game at its premises in accordance with the rules and
      regulations of the Game, the Licensor's approved pay tables and all regulations
      of the State of New Jersey.

     

    4.02
      Licensee
      is responsible for and will pay all Game prizes/winnings in accordance with
      the
      paytable attached hereto as Exhibit "A" or any other Game paytable approved
      by
      the State of New Jersey.

     

    4.03
      Licensee
      shall provide any surveillance equipment required by applicable gaming
      regulations.

     

    4.04
      Licensee
      shall provide all necessary intra-property power and communication lines for
      material and equipment provided by Licensor.

     

    Article
      5 - General Obligations of Licensor

     

    5.01
      Licensor
      shall supply the Unit(s) during the term of this License Agreement, along with
      training for Licensee's pit and surveillance personnel and Game player
      information cards.

     

    Article
      6 - Term and Termination

     

    6.01
      The
      term
of
      this
      License Agreement is month to month, beginning on the date the Game is first
      open to the public. Either Party may terminate this License Agreement at any
      time by providing the other Party with thirty (30) days written
      notice.

     

    6.02
      Notwithstanding the termination provision listed in paragraph 6.01, either
      Party, at its sole discretion, may terminate this License Agreement for one
      of
      the
      following reasons by giving written notice to the other Party:

     

    
      
         

      

      
         

        
          

        

      

      
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    (a) If
      either
      Party fails to perform any of its obligations hereunder and fails to cure such
      non-performance within thirty (30) days from the date the other Party sends
      written notice of default to the non-performing Party (all obligations of the
      Licensee hereunder are considered essential and material).

     

    (b) If
      either
      Party takes any action or fails to take action which, in the sole discretion
      of
      the other Party, jeopardizes any of other Party's licenses and/or approvals
      from
      the State of New Jersey, or any other gaming jurisdiction, and fails to correct
      such action within thirty (30) days of the other Party's written notification
      describing such action or inaction; or continued relationship with the other
      Party jeopardizes any license a Party has or may be seeking in the United States
      or any foreign country.

     

    6.03
      Immediately following any termination, Licensee shall tender for collection
      by
      Licensor all Units and other material and equipment provided by Licensor to
      Licensee under this License Agreement, all in proper working order, normal
      wear
      and tear excepted. The termination of this License Agreement shall not prejudice
      any rights or remedies that shall have accrued to either Party prior to the
      date
      of such termination.

     

    Article
      7 - Marking

     

    7.01
      Licensor
      shall mark each Unit of the Game and product literature and any advertisements
      for the Game in a manner that reflects Licensor's ownership of Patent and
      Proprietary rights associated with the Game. All such marking and advertisements
      must be approved by Licensor in writing prior to their public display or
      use.

     

    Licensor
      hereby grants Licensee a nonexclusive, revocable license to use the trademarks
      in connection with the use and promotion of the Game. All promotional materials
      shall indicate that the trademarks are used under license from Licensor and
      that
      the Game is a trademark of Licensor. Licensor shall supply camera-ready artwork
      (nominal charges may apply) of the design at the request of Licensee to Licensee
      for the purpose of incorporation into advertising and promotional materials
      for
      the Game.

     

    Article
      8 - Indemnification

     

    8.01
      In
      the
      event any third party makes any claim that Licensee is infringing on another
      person's or entity's trademark, trade secret, patent or copyright as a result
      of
      participation in the Game, then, and in that event, Licensor shall indemnify,
      defend and hold Licensee harmless against all liability or expense resulting
      from any such claim or suit arising out of or relating to the Game. Licensee
      agrees to:

     

    (a) Promptly
      inform Licensor in writing of any such infringement claim or infringement
      suit.

     

    
      
         

      

      
         

        
          

        

      

      
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    (b) Allow
      Licensor to have exclusive control of the defense of such infringement claim
      or
      suit, including the selection of attorneys, as well as exclusive control in
      all
      negotiations relating to its settlement. Licensor will not settle any such
      claim
      without Licensee's consent, unless Licensee receives a full release of any
      such
      claim and incurs no affirmative obligations.

     

    (c) Licensee
      will use reasonable commercial efforts to assist Licensor as reasonably
      requested by Licensor in the prosecution of the defense of such claim or suit,
      at no cost to Licensee.

     

    If
      Licensor does not accept Licensee's request for defense and indemnity within
      fourteen (14) days of being notified of such claim, Licensee will be allowed
      to
      defend itself with counsel of its own choosing until such time as Licensor
      accepts such defense. If Licensor refuses to defend and indemnify Licensee,
      Licensee, in addition to all other remedies available to it, will be entitled
      to
      recover its costs and reasonable attorney fees from Licensor.

     

    8.02
      Licensor
      agrees to defend, indemnify and hold Licensee harmless from any and all claims,
      demands, loss, costs, damages, settlements, judgments, orders or awards
      (including court or administrative proceedings costs and attorney's fees) or
      causes of
      action
      arising out of personal injury or property damage caused by a design or
      manufacturing defect of a Unit or otherwise attributable to the negligent,
      grossly negligent or intentional acts and/or omissions of Licensor.

     

    Article
      9 - General Provisions

     

    9.01
      In the
      performance of this License Agreement, Licensor shall comply with all applicable
      laws and rules, regulations, and determinations of all relevant governments
      and
      agencies. Licensor will indemnify, defend and save harmless Licensee from all
      liability and responsibility whatsoever which may now or hereafter be asserted
      by reason of any failure on the part of Licensor or any of its employees to
      comply with all such laws, rules, regulations and determinations.

     

    9.02
      Licensee
      shall not make any reproduction of or modifications to the Unit(s), material
      and
      equipment provided under this License Agreement without the Licensor's prior
      written consent.

     

    9.03
      Any
      notices required or provided for by the terms of this License Agreement shall
      be
      in writing, and shall be sent by either facsimile transmission or by first-class
      mail, postage prepaid, to the business address of
      the
      Party
      to be given notice. Either Party may change its business address by notice
      to
      the other Party. Notices shall be deemed received by the Party to whom the
      notice is given on the day it is actually received or, in the case of mailing,
      on the second day following the day it is deposited in first class mail postage
      prepaid to the business address of the Party to whom notice is being
      given.

     

    
      
         

      

      
         

        
          

        

      

      
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    9.04
      Licensor
      and/or its employees are independent contractors herein, and shall not be
      considered under this License Agreement or any other agreement between the
      Parties hereto as having any employee status of Licensee. Neither
      Licensor nor any of the employees of Licensor shall have any benefits or any
      employee status of Licensee. Neither Party has any authority to act for any
      other Party as an agent, partner, or joint venturer as a result of this License
      Agreement. Licensor has no authority whatsoever to bind Licensee to any other
      agreements, promises, or undertakings. This License Agreement shall not be
      construed as creating or constituting a partnership or joint venture between
      any
      of the Parties.

     

    9.05
      Licensor
      and Licensee represent and warrant that during the term of this License
      Agreement, they will procure and keep valid all necessary business licenses
      or
      other permits or approvals.

     

    9.06
      Licensor
      represents and warrants that the Game has all requisite gaming regulatory
      approvals from the State of
      New
      Jersey.

     

    9.07
      Licensor
      shall, if state law requires, provide worker's compensation insurance in
      accordance with the laws of the State of New Jersey and shall provide Licensee
      with a copy of a paid up Certificate of Insurance showing worker's compensation
      insurance.

     

    9.08
      This
      License Agreement contains the entire agreement between the Parties and there
      are no other promises or conditions in any other agreement, whether oral or
      written. This License Agreement supersedes any prior oral or written
      agreements.

     

    9.09
      This
      License Agreement may not be modified or amended except in writing, executed
      by
      both Parties.

     

    9.10
      If any
      of the provisions of this License Agreement shall be held to be invalid or
      unenforceable for any reason, the remaining provisions shall continue to be
      valid and enforceable. If a court of competent jurisdiction finds that any
      provision of
      the
      License Agreement is invalid or unenforceable, but that by limiting such
      provision it would become valid and enforceable, then such provision shall
      be
      deemed to be written, construed and enforced as so limited.

     

    9.11
      The
      failure of
      either
      Party to enforce any provision of
      this
      License Agreement shall not be construed as a waiver or limitation of
      the
      Party's right to subsequently enforce and compel strict compliance with every
      provision of
      this
      License Agreement.

     

    9.12
      This
      Agreement shall be construed in accordance with and governed by the laws of
      New
      Jersey. Any legal action arising out of this Agreement shall be brought only
      before the Superior Court of New Jersey, Atlantic County.

     

    9.13
      The
      prevailing Party In any dispute arising out of this License Agreement shall
      be
      entitled to an award of costs and reasonable attorney fees.

     

    
      
         

      

      
         

        
          

        

      

      
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    9.14
      This
      License Agreement may not be assigned by either Party except in writing, signed
      by all Parties.

     

    9.15
      As a
      holder of a privileged gaming license by the State of New Jersey, Licensee
      is
      required to adhere to strict laws and regulations regarding vendor and other
      business relationships. If, at any time, Licensee determines, at its sole
      discretion, that Licensor, its principals, or any key employees violate any
      applicable statutes and regulations regarding prohibited relationships with
      gaming companies, Licensee shall immediately terminate this License
      Agreement.

     

    9.16
      Licensor
      has or agrees to acquire all necessary licenses by all applicable federal,
      state
      and local gaming authorities, if required. If any person or entity connected
      with this License Agreement is found unsuitable by the New Jersey Casino Control
      Commission, or if Licensee is advised by the New Jersey Casino Control
      Commission to terminate its relationship with such person or entity, or if
      Licensee determines, in good faith, that it would be in its best interests
      to
      terminate its relationship with such person or entity in order to protect its
      applicable licenses, Licensee shall be allowed to immediately terminate the
      relationship with said person or entity without liability to
      Licensor.

     

    9.17
      This
      License Agreement is subject to the review and approval of the New Jersey Casino
      Control Commission and to all events and actions resulting from any regulatory
      decision. In the event Licensor willfully fails to
      respond or cooperate with any investigation by New Jersey Gaming authorities,
      or
      if Licensor or any of its officers or owners are found unsuitable under this
      Act, and such finding is not reversed or cleared within thirty (30) days, then
      this will be an automatic default by Licensor and this License Agreement may
      be
      immediately terminated by Licensee without penalty upon written notice to
      Licensee.

     

    9.18
      This
      License Agreement, its terms and conditions, shall be conditioned upon approval
      of the New Jersey Casino Control Commission ("Commission*). It is understood
      and
      agreed by and between the parties that if, at any time, either prior to or
      subsequent to the initiation of this License Agreement, the Commission shall
      render a final determination either disapproving the terms and conditions of
      this License Agreement, or denying the application of Licensor, its agents
      and/or assignee(s) and/or its transferee(s), for any applicable license, then
      this License Agreement shall be deemed terminated as of the date of such
      disapproval or denial as though such date were the date originally fixed herein
      for termination of this License Agreement. In the event of such termination
      due
      to disapproval or denial by the Commission, Licensee shall not be deemed in
      default under any provision of this License Agreement. Further, it is fully
      understood by and between the parties that the licensure of Licensor with the
      Commission shall be, and is, a condition that must be met for Licensee to
      proceed with this License Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties have caused this License Agreement to be effective as of the last date
      appearing below.

    

      
        	LICENSOR:	 	LICENSEE:
	 	 	 
	Poker
                Magic, Inc.	 	Bally’s
                Park Place, Inc a New Jersey corporation
                dba Bally’s Atlantic City
	 	 	 	 	 
	
                BY:

              	
                /s/
                  Doug Polinsky

              	 	
                BY:

              	
                /s/
                  Joe Domenico

              
	 	 	 	 	 
	
                NAME:

              	
                Doug
                  Polinsky

              	 	
                NAME:

              	
                Joe
                  Domenico

              
	 	 	 	 	 
	
                TITLE:

              	
                President

              	 	
                TITLE:

              	
                Sr.
                  Vice President

              
	 	 	 	 	 
	
                DATE:

              	
                January
                  4, 2008

              	 	
                DATE:

              	
                December
                  26, 2007

              
	 	 	 	 	 
	
                FED.
                  I.D.:

              	
                20-4709758

              	 	 	 
	
                NUMBER