Exhibit 10.40

AMENDED AND RESTATED  OPERATING AGREEMENT  OF  SSP GAMING, LLC

This Operating Agreement is entered into and made effective as of May 31, 2002 by and among the parties listed on the signature pages hereof.

W I T N E S S E T H:

WHEREAS, the organizer filed Articles of Organization on January 10, 2002 for the formation of GET/SSP, LLC; and

WHEREAS,
the Articles of Organization were amended on April 24, 2002, to change the name of the Company to SSP GAMING, LLC; and

WHEREAS,
on April 25, 2002, SSP Solutions, Inc. ("SSPX"), as the initial member, executed an Operating Agreement pursuant to
Chapter 86 of the Nevada Revised Statutes, which governs limited liability companies in Nevada, to establish and regulate the affairs of the Company, the conduct of its business and the relations of
its members; and

WHEREAS,
effective as of the date of this Amended and Restated Operating Agreement, SSPX desires to admit Game Base of Nevada, Inc.
("GBI") as an additional member of the Company; and to amend the original Operating Agreement as set forth herein.

NOW,
THEREFORE, SSPX and GBI hereby declare this Amended and Restated Operating Agreement as the Operating Agreement of the Company and adopt each of the terms and provisions hereof, and
further declare and agree that this Amended and Restated Operating Agreement supersedes the original Operating Agreement dated as of April 25, 2002, in its entirety.

ARTICLE I

DEFINITIONS

Section 1.1As used in this Agreement, the following terms have the following meanings, except as may be otherwise
expressly provided in this Agreement or unless the context otherwise requires:



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ARTICLE II

FORMATION, PURPOSES AND DURATION

Section 2.1Formation and Name.



Section 2.2Purpose of Company.The Company is organized for any lawful purpose
for which a limited liability company may be organized under the laws of the State of Nevada. This Agreement shall not be deemed to create a legal relationship between the Members with respect to any
activities other than those within the purpose of the Company as described herein.

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Section 2.3Powers.The Company shall have all the powers granted to a limited
liability company under the laws of the State of Nevada.

Section 2.4Scope of Members' Authority.Except as otherwise expressly and
specifically provided for in this Agreement, no Member shall have the authority, acting alone, to act for or assume any obligations or responsibility on behalf of any other Member or the Company.
Executive control of the Company shall reside in the Managers of the Company, as described inArticle III.

Section 2.5Reimbursement of Expenses.After the execution of this Agreement, the
Company may reimburse a Member for out-of-pocket expenses, including but not limited to, fees for legal counsel and other professional advisors, administrative expenses, and
any other funds advanced or incurred on behalf of the Company after execution of this Agreement,providedsuch expenditures are approved by at least
four (4) Managers.

Section 2.6Principal Office/Resident Agent/Registered Office.The principal
office of the Company in the State of Nevada shall be located at 2125 Eagle Path Circle, Henderson, NV 89074. The Company may have such other offices, either within or without the State of Nevada, as
the Members may designate, or as the business of the Company may from time to time require. The address of the resident agent of the Company is 1012 Venetian Hills Lane, Las Vegas, NV 89144, and the
agent in charge thereof is Christopher R. Stacey.

Section 2.7Term.The Company commenced its existence on the date its Articles of
Organization were filed with the Nevada Secretary of State and shall continue until terminated in accordance with the provisions of this Agreement or as otherwise provided by law.

ARTICLE III

MANAGEMENT

Section 3.1Management and Control of Company.



NAME

ADDRESSRobert V. Brazell

1111 East Brickyard Road
Suite 102
Salt Lake City, UT 84106Rob Orr

Central Park Place
200-2208 Scarth Street
Regina, Saskatchewan S4P 2J6Jack O'Donnel

1515 Napoli Way
Colorado Springs, CO 80906


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NAME

ADDRESSMarvin Winkler

17861 Cartwright Road
Irvine, CA 92614Richard Depew

17861 Cartwright Road
Irvine, CA 92614




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Section 3.2Meetings of Members.



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ARTICLE IV

CAPITAL CONTRIBUTIONS; FINANCING AND DISTRIBUTION

Section 4.1Profits and Losses/Capital Accounts.



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Section 4.2Special Allocations.



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Section 4.3Capital Contributions.



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Section 4.4Third Party Financing.The Company may enter into agreement(s) with
third party lender(s) for loan(s) (collectively, "Loan") to finance the operations of the Company and/or to finance capital contributions and other
investments by the Company in other companies, if the amount and terms of any such Loan are approved by the Managers.

Section 4.5Interest on Capital.



Section 4.6Distributions to Members.



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ARTICLE V

ACCOUNTING

Section 5.1Books and Records.



Section 5.2Fiscal Year.The fiscal year of the Company shall be determined by
the Managers.

Section 5.3Bank Accounts.Funds of the Company shall be deposited in an account
or accounts of a type, in form and name and in a bank or banks approved by the Managers. Withdrawals from bank accounts shall be made by such Persons as may be approved by the Managers.

Section 5.4Accounting Decisions.All accounting decisions for the Company (other
than those specifically provided for in this Agreement) shall be approved by the Managers.

ARTICLE VI

INCOME TAX RETURNS, TAX ACCOUNTING, TAX ELECTIONS

Section 6.1Preparation of Tax Returns.Federal, state and local income tax
returns of the Company shall be prepared under the direction of the Managers.

Section 6.2Tax Decisions Not Specified.Tax decisions and elections for the
Company not provided for herein must be approved by the Managers.

Section 6.3Tax Matters Partner.GBI shall be the Tax Matters Partner (as defined
in the Code) and shall have all the powers and duties assigned to the Tax Matters Partner under Sections 6221-6233 of the Code and the Treasury Regulations promulgated thereunder. The
Members agree to perform all

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acts necessary under Section 6231 of the Code and Treasury Regulations promulgated thereunder to designate GBI as the Tax Matters Partner.

ARTICLE VII

TRANSFERS OF INTERESTS; NEW MEMBERS

Section 7.1Restrictions on Transfers.No Member shall transfer all or any
portion of its Member's Interest or any rights therein without first obtaining the prior written consent of the other Members and the Managers. Any transfer or attempted transfer by any Member in
violation of the preceding sentence shall be null and void and of no effect whatsoever. Each Member hereby acknowledges the reasonableness of the restrictions on transfer imposed by this Agreement.
Accordingly, the restrictions on transfer contained herein shall be specifically enforceable. Each Member hereby further agrees to hold the Company and each Member (and each Member's successors and
assigns) wholly and completely harmless from any cost, liability, or damage (including, without limitation, liabilities for income taxes and costs of enforcing this indemnity) incurred by any of such
indemnified persons as a result of a transfer or an attempted transfer in violation of this Agreement.

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Section 7.2Agreements with Transferees, No Right of Membership.If pursuant
to
the provisions of thisArticle VII, any Member transfers its Member's Interest to any person or entity other than any remaining Member (a
"Transferee"), no such transfer shall be made or shall be effective to make the Transferee a Member or entitle the Transferee to any benefits or rights
hereunder until the transferring Member has fully complied withSection 7.1and the proposed Transferee agrees in writing to assume and be bound
by all the obligations of the transferring Member and be subject to all the restrictions to which the transferring Member is subject under the terms of this Agreement and any further agreement with
respect to the Company contemplated by this Agreement to which the transferring Member is then subject or is then required to be a party. If a Member's Interest is transferred by operation of law and
the Transferee fails to sign such a writing within ninety (90) days of the date it is determined the transfer has been made, the failure shall entitle the other Members to treat the failure as
an Event of Default under this Agreement. In addition, in no event shall a Transferee acquire any right to participate in the management of the business and affairs of the Company or become a Member
without full compliance withSection 7.1.

Section 7.3Restraining Order.If any Member at any time transfers or attempts to
transfer its Member's Interest in violation of the provisions of this Agreement and any rights hereby granted, then the other Members shall, in addition to all rights and remedies at law and in
equity, be entitled to a decree or order restraining and enjoining the transfer and the offending Member shall not plead in defense thereto that there would be an adequate remedy at law; it being
hereby expressly acknowledged and agreed that damages at law would be an inadequate remedy for a breach or threatened breach of the violation of the provisions concerning transfer set forth in this
Agreement.

Section 7.4Permitted Transfers.Any Member may, notwithstanding the provisions
of thisArticle VII, transfer all or part of its Member's Interest in the Company: (a) to the Company; (b) to any other existing
Member; (c) if the Member is an individual, to a revocable living trust for the benefit of the Member to the extent allowed by applicable state law, provided that the Trustee of the Trust shall
hold the Member's Interest subject to the provisions of this Agreement; or (d) if the Member is a trust, to another trust if the beneficiaries of the other trust are substantially the same as
the beneficiaries of the trust which is the Member. Any such transfer shall remain subject to the requirements ofSection 7.2, if applicable.

Section 7.5Prohibited Transfers Void.Any purported transfer of a Member's
Interest which is not permitted by the foregoing provisions of thisArticle VII, or which is in violation of such provisions, shall be void and
of no force and effect whatsoever.

Section 7.6Admission of New Members.A new Member may be admitted into the
Company only upon the approval by all Members. A new Member shall not be deemed admitted into the Company until the Capital Contribution required of that Person has been made and that Person has
become a party to this Agreement.

ARTICLE VIII

DEFAULT AND DISSOLUTION

Section 8.1Events of Default.



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Section 8.2Dissolution, Liquidation and Termination.



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Section 8.3Procedure in Dissolution and Liquidation.



Section 8.4Disposition of Documents and Records.All documents and records of
the Company, including, without limitation, all financial records, vouchers, canceled checks and bank statements, shall

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be delivered to the Managers upon termination of the Company, with a copy of all documents to the Members upon request and at the expense of the Member or Members requesting them.

ARTICLE IX

APPRAISAL

Section 9.1General.Whenever this Agreement expressly provides for the valuation
of an interest in the Company to be purchased or sold, the value of the interest in the Company shall be determined as follows: The parties shall first attempt to agree upon the "Net Fair Market
Value" of the Company. The "Net Fair Market Value" of the Company means the cash price which a sophisticated purchaser would pay on the effective date
of the appraisal for all tangible and intangible assets of the Company in excess of the financing and any other liabilities then encumbering the Company assets. The valuation is to be made on the
assumption that such assets of the Company are subject to any agreements, including, without limitation, leases and service agreements then in effect other than this Agreement. A sophisticated
purchaser is one who would take into account the nature, extent, maturity date, and other terms of the liabilities of the Company, whether fixed or contingent, including the favorable or unfavorable
nature of any financing then encumbering Company assets, and the prospects that the income from the Company would be sufficient to satisfy those liabilities when due, excluding any liability under any
financing already taken into account. The "Net Fair Market Value" of a Member's Interest means the amount the Member would receive if the Company were
sold for its Net Fair Market Value and the proceeds distributed in liquidation in accordance withSection 8.3.4.

Section 9.2Appraisal Procedure.If the Members are unable to mutually agree upon
the Net Fair Market Value of the Company within thirty (30) days of the date the appraisal procedure of thisArticle IXis instituted as
provided in this Agreement, the Members shall then attempt to agree upon the appointment of an appraiser within seventy-five (75) days of the date the appraisal procedure is
instituted as provided in this Agreement. If the Members are unable to agree upon an appraiser within that period of time, each Member shall designate an appraiser and the two appraisers shall
designate a third appraiser to perform the appraisal. The appraiser so selected shall furnish the Members and the accountant for the Company with a written appraisal within ninety (90) days of
his or her selection, setting forth his determination of the Net Fair Market Value of the Company as of the date the appraisal procedure of this Article IXis instituted as provided in this
Agreement. Determination of the appraiser shall be final and binding on the Members. The cost of the
appraisal shall be an expense of the Company.

ARTICLE X

REPRESENTATIONS AND WARRANTIES

Section 10.1Representations and Warranties of GBI.As an inducement to, and to
obtain the reliance of, SSPX, GBI represents and warrants as follows:



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Section 10.2Representations and Warranties of SSPX.As an inducement to, and to
obtain the reliance of, GBI, SSPX represents and warrants as follows:



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ARTICLE XI

OTHER AGREEMENTS

Section 11.1Access to Sandbox.com.GBI shall cause Game Base, Inc., a
Delaware corporation, to enter into a no-cost agreement with the Company to provide the Company with access to the player list of Sandbox.com and links to Sandbox.com (an online fantasy
sports Internet portal owned and operated by GBI principals) and hyperlink access from Sandbox.com to the Venetian Interactive Internet portal contemplated by the Contribution Agreement between the
Company and Venetian.

Section 11.2Transaction Processing and Administration Fees.Subject to the
approval of the managers of Venetian, the Managers shall use their best efforts to ensure that SSPX shall be granted the right to perform financial, transaction and administrative functions for
Venetian, and receive fees therefor, as provided in the Contribution Agreement between the Company and Venetian Casino Resort, LLC.

Section 11.3Services Provided by SSPX.In connection with the provision of
services by the Company, the Company shall give first and last consideration to SSPX for all security and authentication technology, including smart cards (or other access tokens including
pre-paid debit cards, etc.), readers, and all payment and transactions processing for all GBI and any branded derivative website or brick and mortar casinos, e-commerce support
controlled, operated or content supplied by GBI. If SSPX proposes the same or better pricing to the Company as other potential suppliers for similar products and/or services, the Company shall select
SSPX as the supplier. If SSPX is awarded a contract, SSPX shall also be granted branding rights as follows.



ARTICLE XII

GENERAL PROVISIONS

Section 12.1Notices and Consents.Whenever, under the provisions of the Act, the
Articles of Organization or this Agreement, notice is required to be given to any Member, it shall not be construed to mean personal notice, but the notice may be given in writing, by mail, addressed
to the Member at the Member's address as it appears on the records of the Company with postage thereon

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prepaid, and the notice shall be deemed to be given 48 hours after the notice is deposited in the United States mail. Notice to Members may also be given by facsimile and deemed received when
sent during regular business hours, or otherwise immediately upon the opening of business the next regular business day. All consents required or allowed in this Agreement must be in writing and
signed by the consenting party in order to be effective.

Section 12.2Waiver of Notice.Any required notice may be waived in writing by
the Person entitled thereto.

Section 12.3Severability.Each provision hereof is intended to be severable and
the invalidity or illegality of any portion of this Agreement shall not affect the validity or legality of the remainder hereof.

Section 12.4Captions.Section captions in this Agreement are for convenience
only and shall not be used in interpreting its provisions.

Section 12.5Gender, Etc.The masculine gender shall include the feminine and
neuter genders and the singular shall include the plural.

Section 12.6Binding Agreement.Subject to the restrictions on assignment herein,
the provisions of this Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Members. In addition, all references to a party include, bind and inure to the
benefit of the party's partners, officers, directors, agents, employees, successors in interest and assigns.

Section 12.7Amendments.This Operating Agreement may be amended only by a
writing executed by all of the Members of the Company.

Section 12.8Applicable Law.All the provisions of this Agreement shall be
construed under the laws of Nevada, and all rights, duties, obligations and remedies shall be governed by the Act. To the extent permitted by governing law, this Agreement shall constitute a waiver by
each Member of all rights under the Act which are inconsistent with the provisions of this Agreement, and to the extent permitted by governing law, the provisions of this Agreement shall override the
provisions of the Act to the extent of the inconsistency or contradiction.

Section 12.9If any dispute under this Agreement is not resolved by the mutual agreement of the parties, the issue in
question shall be determined by binding arbitration in accordance with the rules of the American Arbitration Association using one arbitrator selected by one party to such dispute, one arbitrator
selected by the other party to the dispute, and one arbitrator selected by the two arbitrators so selected. The decision of a majority of the arbitrators as to the issue in question shall be
conclusive and binding on the parties. Arbitration proceedings shall take place at Orange County, California, or at such other place as may be agreed upon by the parties to the dispute, and shall be
concluded as promptly as reasonably practicable. Arbitration costs under this subsection shall be borne 50% by each party to the dispute, except that each party shall be responsible for its own
expenses (including legal expenses) and the costs of any witnesses selected by such party;provided, however,that nothing herein shall restrict the
right of the arbitrators to award such costs to a party in an appropriate case.

Section 12.10Entire Agreement.This Agreement constitutes the entire agreement
of the parties with respect to the matters set forth herein and supersedes any prior understanding or agreement, oral or written, with respect thereto.

Section 12.11Agreement in Counterparts.This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same Agreement.

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Section 12.12Further Assurances.Each party hereto agrees to do all acts and
things and to make, execute and deliver such written instruments, as shall from time to time be reasonably required to carry out the terms and provisions of this Agreement.

IN
WITNESS WHEREOF, each of the Members has executed this Agreement by the hand of a duly authorized representative of the Member to be effective for all purposes as of the date and year
first set forth above.

|"Members" |                           | 
|--------- | ------------------------- | 
|          | SSP SOLUTIONS, INC.      
|          | By:                       | 
|          | Name:                     | 
|          | Title:                    | 
|          | GAME BASE OF NEVADA, INC.
|          | By:                       | 
|          | Name:                     | 
|          | Title:                    | 

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EXHIBIT A

CAPITAL CONTRIBUTIONS

Until
GBI's initial Capital Contribution is returned in full by distributions of Available Cash Flow, the each Member's Interest shall be as follows:

|Name of Member            |  | Percentage Interest |  | Initial Capital Contribution                                                                                                                                                                                                                                       |  | Value
|------------------------- |  | ------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----
|SSP Solutions, Inc.       |  | 40%                 |  | Non-exclusive license (with right of sublicense) to certain software in executable form, owned or licensed by SSPX, its subsidiaries and/or affiliates as set forth in Exhibit B to the Contribution Agreement between the
Company and Venetian Casino Resort, LLC |  | $    
|Game Base of Nevada, Inc. |  | 60%                 |  | US funds                                                                                                                                                                                                                                                           |  | $    

At
such time as GBI's initial Capital Contribution is returned in full by distributions of Available Cash Flow, the Members' Interests shall automatically be modified to reflect two
(2) equal 50% ownership interests.

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