Exhibit 10.38

CONTRIBUTION AGREEMENT

This
Agreement ("Agreement") is entered into by on the        day of May, 2002 (the "Effective Date") by Venetian Casino Resort, LLC, a Nevada Limited Liability Company,
("Venetian"), and SSP Gaming, LLC, a Nevada Limited Liability Company,("SSPG"), and in consideration of the covenants, representations, and warranties set forth herein and other good and valuable
consideration, Venetian and SSPG hereby agree to the following:

1.    Definitions and Interpretations



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2.    Joint Entity and Formation.Subject to the conditions precedent in Section 9 of this Agreement:





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3.    Venetian Contributions.For its portion of ownership interest in the Joint Entity, immediately after Closing,
Venetian, at no additional cost to the Joint Entity or SSPG, shall contribute:



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4.    Contributions of SSPG.For its portion of ownership interest in the Joint Entity, immediately after Closing,
SSPG, at no additional cost to the Joint Entity or Venetian, shall contribute:





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5.    Post Closing Financial Terms.The following financial terms shall be effective upon Closing:



On Aggregate Net Joint Entity Revenue of

Percentage to
Venetian

Percentage to
SSPGLess than two million dollars and more than Design and Implementation Costs

50
%
50
%Less than four million dollars and more than two million dollars

60
%
40
%In excess of four million dollars

80
%
20
%




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6.    Additional Obligations of the Joint Entity



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7.    Warranties of SSPG



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8.    Warranties of Venetian



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9.    Conditions Precedent to Closing





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10.    Closing



11.    Gaming Licenses.



12.    MILESTONES



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13.    Dissolution and Termination After Closing



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14.    Confidentiality



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15.    General Provisions





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To Venetian:

Venetian Casino Resort, LLC
3355 Las Vegas Blvd., South
Las Vegas, NV 89109
Fax: (702) 733-5499
Attn: William P. WeidnerTo SSPG:

SSP Gaming, LLC
17861 Cartwright Road
Irvine, CA 92614
Fax: (949) 851-8588
Attn: Marvin Winkler




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Each
person signing below represents that he or she has read this Agreement in its entirety, understands its terms, is duly authorized to execute this Agreement on behalf of the Party
indicated

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below by his or her name, and agrees on behalf of such Party that such Party will be bound by those terms.

|DATE: |  |  | SSPG, LLC                  
|----- |  |  | ---------------------------
|      |  |  |                            
|      |  |  | By:                        
|      |  |  | Name:                      
|      |  |  | Its:                       
|      |  |  |                            
|DATE: |  |  | VENETIAN CASINO RESORT, LLC
|      |  |  |                            
|      |  |  | By:                        
|      |  |  | Name:                      
|      |  |  | Its:                       

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EXHIBIT A        ESTIMATED BUDGET



[insert
budget]

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EXHIBIT B        SSPG SOFTWARE

SSP EMBASSY System Software

The SSP EMBASSY system is a distributed system consisting of an SSP EMBASSY device, an SSP EMBASSY Server, and an SSP EMBASSY Client desktop. The SSP EMBASSY
device and the SSP EMBASSY Client Desktop reside within the client computing environment, while the SSP EMBASSY Server is connected to the client via the Internet and administered by a trusted party.

The
SSP EMBASSY device provides the secure, real-time, run-time environment for the sensitive portion of applications called applets. The SSP EMBASSY device
security core is the region within the SSP EMBASSY device that is protected from both hardware and host-based software attacks. It consists of a microprocessor, memory management unit,
real-time clock, secure non-volatile memory for key storage, encryption/decryption technology, signing technology, and a true random number generator.

SSP
EMBASSY OS, which supports the execution of applets within the secure run time environment.

SSP EMBASSY Manager

The SSP EMBASSY Manager allows the end-user to administer the installed applets, inquire about device resources, modify registration information, and
validate the SSP EMBASSY device's time and synchronization information

SSP EMBASSY Device Life Cycle

Before an SSP EMBASSY device can install an applet, it must be authorized to be within the Trust Assurance Network. This begins by establishing a chain of trust
from a Personalization Station to the end-user. The chain of trust starts at the top with the SSP EMBASSY Root. The SSP EMBASSY Root is responsible for validating and authenticating the
Authorization Agent Certificate Authority, SSP EMBASSY Personalization Station Certificate Authority, and SSP EMBASSY Device Server Certificate Authority. The Certificate Authorities are responsible
for certifying and authorizing Authorization Agents, Personalization Stations, and EDS into the Trust Assurance Network.

The
Applet Certifying Agent (ACA) is the entity within the TAN that certifies the applet. The Applet Certifying Agent is a trusted 3 rd party that agrees to adhere to the security
protocols defined for the TAN. For the applet to be certified, the Application Provider securely transmits the applet to the Application Developer Services, which transmits the applet to the ACA. The
ACA certifies that the applet falls within the security protocol defined by the TAN, validates the applet header, and signs the applet code and the applet header separately with the ACA's private key.

SSP XNS Protocol Applet

SSP XNS, a protocol for exchanging sensitive data between systems. XNS provides the ability for an "entity" (a person, place, or thing) to "register" its identity
and to store information about itself (in XML) on an XNS server. Subsequently, other entities can query this data by type and, if agreeable to both parties, enter into an agreement (an XNS "contract")
that governs the privacy, security, and synchronization controls for the data.

XNS
provides for three levels of data validity:



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SSP Profile Manager

SSP Profile Manager provides comprehensive control of the PKI token and certificate lifecycle, and securely leverages the Internet for e-business and
communications. Through adoption of a Public Key Infrastructure using smart-card based digital signatures, control features are simplified for complete command of card and certificate
issuance. This may include everything from new member enrollment and issuing cards and certificates to replacement of lost and damaged cards, unblocking locked cards, updating cards, and renewing and
revoking certificates."

SSP Epay Safe Secure Transaction Software

SSP Epay Safe software is the only secure "bank eyes only card present" encryption and transaction software for ATM, Debit or Credit Card transactions supporting
VISA, Master Card, and Discover currently worldwide. It is available in embedded EMBASSY applet form as well as a server based environment.

The
ADS, Local ADS and OBS are the data storage layer, as shown below:

SERVER

DESCRIPTIONAccount Database Server (ADS)

The main database of the ICGS that stores all user account information including logged events.Local ADS (Local ADS)

This server operates in support of the ADS by buffering records on local hosts for batch submission to the ADS. This feature adds to the scalability of the ICGS by preventing the ADS from becoming a potential bottleneck under load.OffSites Backup Server (OBS)

Works with the Local ADS to perform offSites event logging and for disaster recovery purposes.


Data
storage and handling servers of the Internet Casino Gaming System (ICGS).

The
Account Database Server (ADS) is the centralized database of all user and player account and session details. All other servers in the system access this information through the ADS.
With this basic structure in place, transaction throughput has been optimized.

ADS
functions have been optimized as follows:



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The
Local Account Database Server (Local ADS) decentralizes the ADS, provides a distributed cache and distributed transaction journaling, and facilitates database replication and
offSites transaction logs.

Since
the ADS functions in support of the entire ICGS, communication with the ADS in a large system hosting many players could become a potential bottleneck. This is alleviated through
the Local ADS, which operates on each host in the network as required, and on all new hosts as they are dynamically added to a running system. The ADS is thereby significantly relieved of disk
intensive activities, resulting in significantly improved system and network performance.

Communication
between a Server and the ADS using the Local ADS.

Primary
scalability in the ICGS is achieved through the User Session Server (USS). The USS provides all player functionality additional USS servers can be dynamically added to a running
system as required. Each USS host (as for all other servers) operates in concert with a Local ADS.

Users
are dynamically distributed across all USS servers through the Connection Distribution Server (CDS). This server load balances through the use of a dynamic heap structure and
ensures optimal load across all USS servers currently operating



The
CAS allows customers to develop their own applications. This two-part system includes a JMS implemented event stream that sends all transaction data in
real-time to a JMS Queue/Topic. An external agent has been developed to receive these events from the Queue/Topic and then parse the contents for post processing. Post processing could be
anything that the operator can imagine including, financial reporting, real-time player analysis, real-time game analysis, marketing programs, loyalty programs etc.

The
CAS provides open access to all casino administration functionality for third party products. This provides a scriptable environment where any casino functionality can be automated
by the operator, thus allowing the operator to automate account adjustments, control financial limits, send targeted messages, automatically update player details, handle tasks, upgrade accounts, and
any other functionality provided by SSPG's Internet Casino Administration Centre (ICAC). All this is controlled by an advanced fine grained permissions system guaranteeing that the integrity of the
core system will always be maintained.



An
SQL feed from the ADS to an Oracle database provides for full reporting capabilities. The feed is provided by the SDS server.

The
SDS provides quasi real-time browser delivered reporting information. To achieve this the SDS provides three main services:



The
SDS pipe guarantees to deliver data to the RDB within 30 minutes of an event occurring within the ICGS, although in practice the delay is very much shorter. This design has been
implemented in order to mitigate RDB performance restrictions. If all writes to the RDB were guaranteed in real-time, the performance advantage of the ADS would be lost. This point is
demonstrated by comparing the hardware required to run the SSPG system, which is substantially more cost-effective than that of our competitors.

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EXHIBIT C        VENETIAN MARKS

THE
VENETIAN

Venetian Griffon Logo

Venetian Logo

VENETIAN

SANDS

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EXHIBIT D        ILLEGAL LOCALITIES

The
following is the initial list of jurisdictions that shall immediately be deemed Illegal Localities by Venetian and SSPG. Additional jurisdictions may be added by either SSPG or
Venetian from time to time. Jurisdictions may be removed from this list only with the written consent of both SSPG and Venetian.

Countries/Jurisdictions



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EXHIBIT E        INITIAL PROCEURES TO PREVENT TAKING BETS FROM THOSE OTHER THAN APPROPRIATE VISTORS        US Originated Transaction Blocking

THE VENETIAN CASINO SITES SOFTWARE CHECKS FOR US CUSTOMERS

SSP and the Joint Entity shall implement a technical mechanism in place within the SSP Software and GET Software to prevent betting by US residents

CHECKS AT ACCOUNT SETUP AND DEPOSIT OF FUNDS TO AN ACCOUNT

The blocking mechanism takes into account three factors when determining whether or not to enable a customer to establish an account or deposit money to an
account, these are:



The
check is performed when a customer attempts to deposit funds into an account and will accept or reject the transaction, or suspend the customer as shown below:

|                |  | US based IP |  | Non-US IP |  | Unknown IP
|--------------- |  | ----------- |  | --------- |  | ----------
|
|US ZipCode      |  | x           |  | x         |  | x         
|                |  |             |  |           |  |           
|Other Post Code |  | x           |  | s         |  | x         
|                |  |             |  |           |  |           
|Blank PostCode  |  | x           |  | s         |  | x         
|                |  |             |  |           |  |           

In cases where an account is suspended customer service will need to call the individual to assure that he or she has given and is at a number that is not in the
Illegal Localities.

ADDITIONAL CHECKS AT LOGIN

If a customer's IP address at login indicates a different ISP than the customer used in setting up the customer's account, and such ISP is
based in the U.S. or an unknown jurisdiction, then the customer's transaction will be suspended pending telephone verification.

TRANSACTION REFUSAL REPORTING

The Software shall create a report from those transactions that have attempted to deposit money into the system from the United States.

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EXHIBIT F        THIRD PARTY SOFTWARE

Oracle
9i Enterprise Edition Database

SUN
SOLARIS 8 10/01

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EXHIBIT G        HARDWARE REQUIREMENTS

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EXHIBIT H        TRAINING SUPPORT SERVICES

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EXHIBIT I        SSP HARDWARE

SSP
Model 350 Smart Card Reader

This
card reader is designed for mass production deployment as an authentication and monetization tool. It is a multi purpose reader that allows for a wide range of applications covering
the majority of accepted industry standards. It is part of a scalable solution, adaptable for an open platform environment as well as suited for a controlled or closed environment, within all vertical
markets.

The
flexible design will allow for any combination of support for EMBASSY technology, smart card acceptance, magstripe, Forté or other smart cards, secure PIN pad, LCD
display, all via a USB port. In addition, the reader can support additional internal integrated "plug in" modules, biometric (thumbprint scanner) and GPS (for location authentication).

SSP
shall provide to the Joint Entity, a value added reseller (VAR) license for this technology.

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EXHIBIT J.PREFERRED ESCROW AGREEMENT

This agreement ("Agreement") is effective                        ,
20    among DSI Technology Escrow Services, Inc. ("DSI"), SSP ("Depositor"), and
    Joint Entity    ("Preferred Beneficiary"), who collectively may be referred to in this Agreement as the parties ("parties").

A.    Depositor
and Preferred Beneficiary have entered or will enter into a separate agreement regarding certain proprietary technology of Depositor (referred to in this
Agreement as "the Contribution Agreement").

B.    Depositor
desires to avoid disclosure of its proprietary technology except under certain limited circumstances.

C.    The
availability of the proprietary technology of Depositor is critical to Preferred Beneficiary in the conduct of its business and, therefore, Preferred Beneficiary
needs access to the proprietary technology under certain limited circumstances.

D.    Depositor
and Preferred Beneficiary desire to establish an escrow with DSI to provide for the retention, administration and controlled access of certain proprietary
technology materials of Depositor.

E.    The
parties desire this Agreement to be supplementary to the Contribution Agreement pursuant to 11 United States [Bankruptcy] Code,
Section 365(n).

ARTICLE 1DEPOSITS

1.1Obligation to Make Deposit.Upon the signing of this Agreement by the parties, Depositor shall deliver to
DSI the proprietary technology and other materials ("Deposit Materials") required to be deposited by the Contribution Agreement or, if the Contribution Agreement does not identify the materials to be
deposited with DSI, then such materials will be identified on Exhibit A. If Exhibit A is applicable, it is to be prepared and signed by Depositor and Preferred Beneficiary. DSI shall
have no obligation with respect to the preparation, signing or delivery of Exhibit A.

1.2Identification of Tangible Media.Prior to the delivery of the Deposit Materials to DSI, Depositor shall
conspicuously label for identification each document, magnetic tape, disk, or other tangible media upon which the Deposit Materials are written or stored. Additionally, Depositor shall complete
Exhibit B to this Agreement by listing each such tangible media by the item label description, the type of media and the quantity. Exhibit B shall be signed by Depositor and delivered to
DSI with the Deposit Materials. Unless and until Depositor makes the initial deposit with DSI, DSI shall have no obligation with respect to this Agreement, except the obligation to notify the parties
regarding the status of the account as required in Section 2.2 below.

1.3Deposit Inspection.When DSI receives the Deposit Materials and the Exhibit B, DSI will conduct a
deposit inspection by visually matching the labeling of the tangible media containing the Deposit Materials to the item descriptions and quantity listed on the Exhibit B. In addition to the
deposit inspection, Preferred Beneficiary may elect to cause a verification of the Deposit Materials in accordance with Section 1.6 below.

1.4Acceptance of Deposit.At completion of the deposit inspection, if DSI determines that the labeling of the
tangible media matches the item descriptions and quantity on Exhibit B, DSI will date and sign Exhibit B and mail a copy thereof to Depositor and Preferred Beneficiary. If DSI determines
that the labeling does not match the item descriptions or quantity on Exhibit B, DSI will (a) note the discrepancies in writing on Exhibit B; (b) date and sign
Exhibit B with the exceptions noted; and (c) mail a copy of Exhibit B to Depositor and Preferred Beneficiary. DSI's acceptance of the deposit

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occurs upon the signing of Exhibit B by DSI. Delivery of the signed Exhibit B to Preferred Beneficiary is Preferred Beneficiary's notice that the Deposit Materials have been received
and accepted by DSI.

1.5Depositor's Representations.Depositor represents as follows:



1.6Verification.A verification determines, in different levels of detail, the accuracy, completeness,
sufficiency and quality of the Deposit Materials. Preferred Beneficiary shall have the right to cause a verification of any Deposit Materials, at Preferred Beneficiary's expense. Preferred Beneficiary
shall notify Depositor and DSI of Preferred Beneficiary's request for verification. Depositor shall have the right to be present at the verification. If a verification is elected after the Deposit
Materials have been delivered to DSI, then only DSI, may perform the verification.

1.7Deposit Updates.Unless otherwise provided by the Contribution Agreement, Depositor shall update the Deposit
Materials within sixty (60) days of each release of a new version of the product that is subject to the Contribution Agreement. Such updates will be added to the existing deposit. All deposit
updates shall be listed on a new Exhibit B and the new Exhibit B shall be signed by Depositor. Each Exhibit B will be held and maintained separately within the escrow account. An
independent record will be created which will document the activity for each Exhibit B. The processing of all deposit updates shall be in accordance with Sections 1.2 through 1.6 above. All
references in this Agreement to the Deposit Materials shall include the initial Deposit Materials and any updates.

1.8Removal of Deposit Materials.The Deposit Materials may be removed and/or exchanged only on written
instructions signed by Depositor and Preferred Beneficiary, or as otherwise provided in this Agreement.

ARTICLE 2CONFIDENTIALITY AND RECORD KEEPING

2.1Confidentiality.DSI shall maintain the Deposit Materials in a secure, environmentally safe, locked facility
that is accessible only to authorized representatives of DSI. DSI shall have the obligation to reasonably protect the confidentiality of the Deposit Materials. Except as provided in this Agreement,
DSI shall not disclose, transfer, make available, or use the Deposit Materials. DSI shall not disclose the content of this Agreement to any third party. If DSI receives a subpoena or any other order
from a court or other judicial tribunal pertaining to the disclosure or release of the Deposit Materials, DSI will immediately notify the parties to this Agreement unless prohibited by law. It shall
be the responsibility of Depositor and/or Preferred Beneficiary to challenge any such order; provided, however, that DSI does not waive its rights to present its position with respect to any such
order. DSI will not be required to disobey any order from a court or other judicial tribunal. (See Section 7.5 below for notices of requested orders.)

2.2Status Reports.DSI will issue to Depositor and Preferred Beneficiary a report profiling the account history
at least semi-annually. DSI may provide copies of the account history pertaining to this Agreement upon the request of any party to this Agreement.

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2.3Audit Rights.During the term of this Agreement, Depositor and Preferred Beneficiary shall each have the
right to inspect the written records of DSI pertaining to this Agreement. Any inspection shall be held during normal business hours and following reasonable prior notice.

ARTICLE 3GRANT OF RIGHTS TO DSI

3.1Title to Media.Depositor hereby transfers to DSI the title to the media upon which the proprietary
technology and materials are written or stored. However, this transfer does not include the ownership of the proprietary technology and materials contained on the media such as any copyright,
trademark, trade secret, patent or other intellectual property rights.

3.2Right to Make Copies.DSI shall have the right to make copies of the Deposit Materials as reasonably
necessary to perform this Agreement. DSI shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on the Deposit Materials onto any copies made by DSI. Any copies so
made shall be accorded the same treatment as the originals pursuant to this Agreement. With all Deposit Materials submitted to DSI, Depositor shall provide any and all instructions as may be necessary
to duplicate the Deposit Materials including but not limited to the hardware and/or software needed.

3.3Right to Transfer Upon Release.Depositor hereby grants to DSI the right to transfer Deposit Materials to
Preferred Beneficiary upon any release of the Deposit Materials for use by Preferred Beneficiary in accordance with Section 4.5. Except upon such a release or as otherwise provided in this
Agreement, DSI shall not transfer the Deposit Materials.

ARTICLE 4RELEASE OF DEPOSIT

4.1Release Conditions.As used in this Agreement, "Release Conditions" shall mean the existence of any one or
more of the following circumstances, uncorrected for more than thirty (30) days:



4.2Filing for Release.If Preferred Beneficiary believes in good faith that a Release Condition has occurred,
Preferred Beneficiary may provide to DSI written notice of the occurrence of the Release Condition and a request for the release of the Deposit Materials. Upon receipt of such notice, DSI shall
provide a copy of the notice to Depositor by commercial express mail.

4.3Contrary Instructions.From the date DSI mails the notice requesting release of the Deposit Materials,
Depositor shall have fifteen (15) calendar days to deliver to DSI contrary instructions ("Contrary Instructions"). Contrary Instructions shall mean the written representation by Depositor that
a Release
Condition has not occurred or has been cured. Upon receipt of Contrary Instructions, DSI shall send a copy to Preferred Beneficiary by commercial express mail. Additionally, DSI shall notify both
Depositor and Preferred Beneficiary that there is a dispute to be resolved pursuant to Section 7.3 of this Agreement. Subject to Section 5.2 of this Agreement, DSI will continue to store
the

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Deposit Materials without release pending (a) joint instructions from Depositor and Preferred Beneficiary; (b) dispute resolution pursuant to Section 7.3; or (c) order of
a court of competent jurisdiction

4.4Release of Deposit.If DSI does not receive Contrary Instructions from the Depositor, DSI is authorized to
release the Deposit Materials to the Preferred Beneficiary or, if more than one beneficiary is registered to the deposit, to release a copy of the Deposit Materials to the Preferred Beneficiary.
However, DSI is entitled to receive any fees due DSI before making the release. Any copying expense in excess of $300 will be chargeable to Preferred Beneficiary. This Agreement will terminate upon
the release of the original and all copies of the Deposit Materials held by DSI.

4.5Right to Use Following Release.Unless otherwise provided in the Contribution Agreement, upon release of the
Deposit Materials in accordance with this Article 4, Preferred Beneficiary shall have the right to use the Deposit Materials for the sole purpose of continuing the benefits afforded to
Preferred Beneficiary by the Contribution Agreement. Preferred Beneficiary shall be obligated to maintain the confidentiality of the released Deposit Materials.

ARTICLE 5TERM AND TERMINATION

5.1Term of Agreement.The initial term of this Agreement is for a period of one year. Thereafter, this
Agreement shall automatically renew from year-to-year unless (a) Depositor and Preferred Beneficiary jointly instruct DSI in writing that the Agreement is terminated; or
(b) DSI instructs Depositor and Preferred Beneficiary in writing that the Agreement is terminated for nonpayment in accordance with Section 5.2 or by resignation in accordance with
Section 5.3. If the Deposit Materials are subject to another escrow agreement with DSI, DSI reserves the right, after the initial one year term, to adjust the anniversary date of this Agreement
to match the then prevailing anniversary date of such other escrow arrangements.

5.2Termination for Nonpayment.In the event of the nonpayment of fees owed to DSI, DSI shall provide written
notice of delinquency to all parties to this Agreement. Any party to this Agreement shall have the right to make the payment to DSI to cure the default. If the past due payment is not received in full
by DSI within one month of the date of such notice, then DSI shall have the right to terminate this Agreement at any time thereafter. DSI shall have no obligation to take any action under this
Agreement so long as any payment due to DSI remains unpaid.

5.3Termination By Resignation.DSI reserves the right to terminate this Agreement, for any reason, by providing
Depositor and Preferred Beneficiary with 60-days written notice of its intent to terminate this Agreement. Within the 60-day period, the Depositor and Preferred Beneficiary may
provide DSI with joint written instructions authorizing DSI to forward the Deposit Materials to another escrow company and/or agent or other designated recipient. If DSI does not receive said joint
written instructions within 60 days of the date of DSI's written termination notice, then DSI shall destroy, return or otherwise deliver the Deposit Materials in accordance with
Section 5.4.

5.4Disposition of Deposit Materials Upon Termination.Subject to the foregoing termination provisions, and upon
termination of this Agreement, DSI shall destroy, return, or otherwise deliver the Deposit Materials in accordance with instructions. If there are no instructions, DSI may, at its sole discretion,
destroy the Deposit Materials or return them to Depositor. DSI shall have no obligation to destroy or return the Deposit Materials if the Deposit Materials are subject to another escrow agreement with
DSI or have been released to the Preferred Beneficiary in accordance with Section 4.4.

5.5Survival of Terms Following Termination.Upon termination of this Agreement, the following provisions of
this Agreement shall survive:



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ARTICLE 6DSI'S FEES

6.1Fee Schedule.DSI is entitled to be paid its standard fees and expenses applicable to the services provided.
Unless otherwise stated in this Agreement or agreed in a writing signed by DSI, Preferred Beneficiary will pay DSI's fees. DSI shall notify in writing the party responsible for payment of DSI's fees
at least sixty (60) days prior to any increase in fees. For any service not listed on DSI's standard fee schedule, DSI will provide a quote prior to rendering the service, if requested.

6.2Payment Terms.DSI shall not be required to perform any service unless the payment for such service and any
outstanding balances owed to DSI are paid in full. Fees are due upon receipt of a signed contract or receipt of the Deposit Materials whichever is earliest. If invoiced fees are not paid, DSI may
terminate this Agreement in accordance with Section 5.2.

ARTICLE 7LIABILITY AND DISPUTES

7.1Right to Rely on Instructions.DSI may act in reliance upon any instruction, instrument, or signature
reasonably believed by DSI to be genuine. DSI may assume that any officer of a party to this Agreement who gives any written notice, request, or instruction has the authority to do so. DSI shall not
be required to inquire into the truth or evaluate the merit of any statement or representation contained in any notice or document. DSI shall not be responsible for failure to act as a result of
causes beyond the reasonable control of DSI.

7.2Indemnification.Depositor and Preferred Beneficiary each agree to indemnify, defend and hold harmless DSI
from any and all claims, actions, damages, arbitration fees and expenses, costs, attorney's fees and other liabilities ("Liabilities") incurred by DSI relating in any way to this escrow arrangement
unless such Liabilities were caused by the negligence or willful misconduct of DSI.

7.3Dispute Resolution.Any dispute relating to or arising from this Agreement shall be resolved by arbitration
using a panel of three (3) arbitrators under the Commercial Rules of the American Arbitration Association. Three arbitrators shall be selected. The Depositor and Preferred Beneficiary shall
each select one arbitrator and the two chosen arbitrators shall select the third arbitrator, or failing agreement on the selection of the third arbitrator, the American Arbitration Association shall
select the third arbitrator. However, if DSI is a party to the arbitration, DSI shall select the third arbitrator. Unless otherwise agreed by Depositor and Preferred Beneficiary, arbitration will take
place in San Diego, California, USA. Any court having jurisdiction over the matter may enter judgment on the award of the arbitrators. Service of a petition to confirm the arbitration award may be
made by First
Class mail or by commercial express mail, to the attorney for the party or, if unrepresented, to the party at the last known business address.

7.4Controlling Law.This Agreement is to be governed and construed in accordance with the laws of Nevada,
without regard to its conflict of law provisions.

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7.5Notice of Requested Order.If any party intends to obtain an order from the arbitrator or any court of
competent jurisdiction that may direct DSI to take, or refrain from taking any action, that party shall:



ARTICLE 8GENERAL PROVISIONS

8.1Entire Agreement.This Agreement, which includes Exhibits described herein, embodies the entire
understanding among the parties with respect to its subject matter and supersedes all previous communications, representations or understandings, either oral or written. DSI is not a party to the
Contribution Agreement between Depositor and Preferred Beneficiary and has no knowledge of any of the terms or provisions of any such Contribution Agreement. DSI's only obligations to Depositor or
Preferred Beneficiary are as set forth in this Agreement. No amendment or modification of this Agreement shall be valid or binding unless signed by all the parties hereto, except that Exhibit A
need not be signed by DSI, Exhibit B need not be signed by Preferred Beneficiary and Exhibit C need not be signed.

8.2Notices.All notices, invoices, payments, deposits and other documents and communications shall be given to
the parties at the addresses specified in the attached Exhibit C. It shall be the responsibility of the parties to notify each other as provided in this Section in the event of a change of
address. The parties shall have the right to rely on the last known address of the other parties. Unless otherwise provided in this Agreement, all documents and communications may be delivered by
First Class mail.

8.3Severability.In the event any provision of this Agreement is found to be invalid, voidable or
unenforceable, the parties agree that unless it materially affects the entire intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall affect neither the validity
of this Agreement nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and
purpose of the original provision.

8.4Successors.This Agreement shall be binding upon and shall inure to the benefit of the successors and
assigns of the parties. However, DSI shall have no obligation in performing this Agreement to recognize any successor or assign of Depositor or Preferred Beneficiary unless DSI receives clear,
authoritative and conclusive written evidence of the change of parties.

8.5Regulations.Depositor and Preferred Beneficiary are responsible for and warrant compliance with all
applicable laws, rules and regulations, including but not limited to customs laws, import, export,

44

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and re-export laws and government regulations of any country from or to which the Deposit Materials may be delivered in accordance with the provisions of this Agreement.

|SSPG         |  | DSI Technology Escrow Services, Inc.
|------------ |  | ------------------------------------
|By:          |  |                                     
|             |  |                                     
|Name:        |  |                                     
|             |  |                                     
|Title:       |  |                                     
|             |  |                                     
|Date:        |  |                                     
|             |  |                                     
|Joint Entity |  |                                     
|             |  |                                     
|By:          |  |                                     
|             |  |                                     
|Name:        |  |                                     
|             |  |                                     
|Title:       |  |                                     
|             |  |                                     
|Date:        |  |                                     
|             |  |                                     

45

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ESCROWEXHIBIT A

MATERIALS TO BE DEPOSITED

Account Number

Depositor
represents to Preferred Beneficiary that Deposit Materials delivered to DSI shall consist of the following:

|SSP       |  |                       | Joint Entity
|--------- |  | --------------------- | ------------
|Depositor |  | Preferred Beneficiary
|By:       |  |                       | By:         
|Name:     |  |                       | Name:       
|Title:    |  |                       | Title:      
|Date:     |  |                       | Date:       

46

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ESCROWEXHIBIT B

DESCRIPTION OF DEPOSIT MATERIALS

Depositor
Company Name: SSP

Account
Number:

Product
Name: Version:
(Product Name will appear as the Exhibit B Name on Account History report)

DEPOSIT
MATERIAL DESCRIPTION:
Quantity Media Type & Size Label Description of Each Separate Item

Disk 3.5" or  DAT tape  mm CD-ROM Data cartridge tape  TK 70 or  tape Magnetic tape  Documentation Other

PRODUCT
DESCRIPTION
Environment:

---

DEPOSIT
MATERIAL INFORMATION:

Is
the media or are any of the files encrypted? Yes / No If yes, please include any passwords and the decryption tools.
Encryption tool name

Version:

Hardware
required:



Software
required:



Other
required information:



I
certify for Depositor that the above described Deposit Materials have been transmitted to DSI:

Signature:

Print Name: 
Date:

DSI
has inspected and accepted the above materials (any exceptions are noted above):

Signature:

Print Name: 
Date Accepted: 
Exhibit B#:

Send
materials to: DSI, 9265 Sky Park Ct., Suite 202, San Diego, CA 92123 (858) 499-1600

47

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ESCROWEXHIBIT C

DESIGNATED CONTACT

Account Number:

|Notices and communications
should be addressed to Depositor:                |  | Invoices should be addressed to
Depositor at:            
|--------------------------------------------------------------------------- |  | ---------------------------------------------------------
|Company Name: SSP                                                           |  |                                                          
|Address:                                                                    |  |                                                          
|Address:                                                                    |  |                                                          
|Address:                                                                    |  |                                                          
|Designated Contact:                                                         |  |                                                          
|Tel:                                                                        |  |                                                          
|Fax:                                                                        |  |                                                          
|Email:                                                                      |  |                                                          
|Verification Contact:                                                       |  |                                                          
|Notices and communications to
Preferred Beneficiary should
be addressed to: |  | Invoices to Preferred Beneficiary
should be addressed to:
|Company Name: Joint Entity                                                  |  |                                                          
|Address:                                                                    |  |                                                          
|Address:                                                                    |  |                                                          
|Address:                                                                    |  |                                                          
|Designated Contact:                                                         |  |                                                          
|Tel:                                                                        |  |                                                          
|Fax:                                                                        |  |                                                          
|Email:                                                                      |  |                                                          

48

---

Requests
from Depositor or Preferred Beneficiary to change the designated contact should be given in writing by the designated contact or an authorized employee of Depositor or Preferred
Beneficiary.

|Contracts, Deposit Materials and
notices to DSI should be addressed: |  | Invoice inquiries and fee
remittances addressed to:
|-------------------------------------------------------------------- |  | ---------------------------------------------------
|DSI Technology Escrow Services, Inc.                                 |  | DSI Technology Escrow
Services, Inc.               
|Contract Administration                                              |  | Accounts Receivable                                
|Suite 202                                                            |  | P.O. Box 45156                                     
|9265 Sky Park Court                                                  |  | San Francisco, CA 94145-0156                       
|San Diego, CA 92123                                                  |  |                                                    
|Tel: (858)499-1600                                                   |  | Tel: (858) 499-1636                                
|Fax: (858)694-1919                                                   |  | Fax: (858) 499-1637                                
|Email: ca@dsiescrow.com                                              |  |                                                    
|Date:                                                                |  |                                                    

49

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EXHIBIT K  Sample Venetian Interactive Joint Venture Contributions & Distributions

SSPG $2 million cash +
Technology License +

Venetian
$1 million cash +
Brand LicenseGET Fees
(Paid by Venetian Interactive from SSPG's share of Net Joint Entity Revenue)


The
following example is provided only as a general illustration.

|Year 1 operations                                                                                |  |           
|------------------------------------------------------------------------------------------------ |  | ----------
|SSP Cash Investment                                                                              |  | 2,000,000 
|Venetian Cash Investment                                                                         |  | 1,000,000 
|                                                                                                 |  |           
|Total                                                                                            |  | 3,000,000 
|Year 1 Projected Revenue                                                                         |  |           
|Gross Gaming Hold *                                                                              |  | 5,411,438 
|                                                                                                 |  |           
|Tax (est 18%)                                                                                    |  | 974,059   
|Net Gaming Hold                                                                                  |  | 4,437,379 
|Net Gaming Hold                                                                                  |  | 4,437,379 
|JV Other eCommerce Rev *                                                                         |  | 8,550,000 
|JV Year 1 Op. Expenses *                                                                         |  | 10,490,719
|                                                                                                 |  |           
|Year 1 JV Net Operating Income                                                                   |  | 2,496,660 
|Distribution of Net Operating Income (before NOI > D&I Costs) *                                  |  |           
|Venetian (33.3%)                                                                                 |  | 743,097   
|SSP (66.7%)                                                                                      |  | 1,488,425 
|Distribution of Net Operating Income after it exceeds D&I costs but is less than D&I + 2 million |  |           
|Revenue over D&I Costs                                                                           |  | 265,138   
|Venetian (50%)                                                                                   |  | 132,569   
|SSP (50%)                                                                                        |  | 132,569   
|Total Year 1 Distributions                                                                       |  |           
|Venetian                                                                                         |  | 875,666   
|GET License                                                                                      |  | 221,869   
|SSP                                                                                              |  | 1,399,125 
|balance check year 1 (should = NOI)                                                              |  | 2,496,660 
|balance check year 2 (should = NOI)                                                              |  | 15,109,636

50

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|Year 2 operations                    |  |           
|------------------------------------ |  | ----------
|Year 2 Projected Revenue             |  |           
|Gross Gaming Hold *                  |  | 11,962,125
|                                     |  |           
|Tax                                  |  | 2,153,183 
|Net Gaming Hold                      |  | 9,808,943 
|Net Gaming Hold                      |  | 9,808,943 
|JV Other eCommerce Rev *             |  | 15,480,000
|JV Year 2 Op. Expenses *             |  | 10,179,307
|                                     |  |           
|Year 2 JV Net Operating Income       |  | 15,109,636
|Distribution of Net Operating Income |  |           
|Venetian (50%)                       |  | 867,431   
|SSP (50%)                            |  | 867,431   
|Between two and four million         |  |           
|Venetian (60%)                       |  | 1,200,000 
|SSP (40%)                            |  | 800,000   
|In Excess of four Million            |  |           
|Venetian (80%)                       |  | 9,099,819 
|SSP (20%)                            |  | 2,274,955 
|GET License sub 1.5 million (5%)     |  | 75,000    
|GET License > 1.5 million (2.5%)     |  | 207,724   
|                                     |  |           
|Total Get License                    |  | 282,724   
|Actual Distributions                 |  |           
|Venetian                             |  | 11,167,250
|SSP                                  |  | 3,659,662 
|GET License                          |  | 282,724   

---

Year
1 eCommerce Rev is from budget cell W19. Year 1 Operating Expenses are from budget cell W49.

Design
and Implementation (D&I) costs are from budget cell J39.

Year
2 numbers are from the same rows as their corresponding values in year one, however they are from column AJ.

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