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                                                                     EXHIBIT 4.5

                               WMS INDUSTRIES INC.
                           RESTRICTED STOCK AGREEMENT


     WHEREAS, the Compensation and Stock Option Committees of WMS Industries
Inc., a Delaware corporation (the "Company") have determined that the Chairman
of the Executive Committee of the Board of Directors, Louis J. Nicastro, should
be compensated to recognize his efforts in overseeing the formation and
execution of the Company's technology strategies.

     The Company hereby grants to Louis J. Nicastro (the "Grantee", also
referred to herein as "you") shares of its common stock, $.50 par value, (the
"Stock") subject to the vesting conditions set forth in the attachment.

Grant Date: March 1, 2002

Grantee's Social Security Number: XXX-XX-XXXX

Number of Shares of Stock Covered by Grant: 250,000

     BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED IN THE ATTACHED AGREEMENT.

Grantee:          /s/ Louis J. Nicastro
         ---------------------------------------------------
                            (Signature)
Company:          /s/ Orrin J. Edidin
         ---------------------------------------------------
                            (Signature)
Title:   Orrin J. Edidin Executive Vice President, General
         ---------------------------------------------------
         Counsel and Chief Operating Officer
         ---------------------------------------------------

Attachment

         This is not a stock certificate or a negotiable instrument.




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                              WMS INDUSTRIES, INC.
                           RESTRICTED STOCK AGREEMENT


RESTRICTED STOCK/NONTRANSFERABILITY     This grant is an award of Stock in the
                                        number of shares set forth on the cover
                                        sheet and subject to the vesting
                                        conditions described below ("Restricted
                                        Stock"). To the extent not yet vested,
                                        your Restricted Stock may not be
                                        transferred, assigned, pledged or
                                        hypothecated, whether by operation of
                                        law or otherwise, nor may the Restricted
                                        Stock be made subject to execution,
                                        attachment or similar process.

ISSUANCE AND VESTING                    The Company will issue your Restricted
                                        Stock in your name as of the Grant Date.
                                        Your right to the Stock under this
                                        Restricted Stock grant vests as to 100%
                                        of the total number of shares covered by
                                        this grant, as shown on the cover sheet,
                                        on June 30, 2003; provided, that, (a)
                                        during the period commencing on the
                                        Grant Date and ending on June 30, 2003
                                        you have performed your duties as set
                                        forth in the attached copy of the
                                        resolutions of the Executive Committee
                                        dated February 1, 2002; and (b)
                                        revisions to the Company's current
                                        legacy operating system, through the
                                        implementation of system upgrades or
                                        otherwise, shall have been approved by
                                        gaming regulators in major jurisdictions
                                        and reached an acceptable level of field
                                        performance to the reasonable
                                        satisfaction of the Company's Board of
                                        Directors or Executive Committee.

                                        Notwithstanding the preceding paragraph
                                        your right to the Stock under this
                                        Restricted Stock grant shall immediately
                                        vest as to 100% of the total number of
                                        shares covered by this grant upon the
                                        occurrence of either:

                                        - your termination of Service due to
                                          your death or permanent and total
                                          disability, or your involuntary
                                          termination of Service other than by
                                          reason of your willful refusal to
                                          perform your duties; or

                                        - a "Change of Control" of the Company
                                          prior to your termination of Service.
                                          For purposes of this Agreement Change
                                          of Control means any person or entity
                                          or group of affiliated persons or
                                          entities who are not the owners of at
                                          least 15% of the outstanding shares of
                                          voting securities of the Company on
                                          the date hereof, acquiring more than
                                          35% of the outstanding shares of the
                                          Company's voting securities.


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                                        You will return the certificate
                                        representing the Restricted Stock, and
                                        the Restricted Stock shall be deemed no
                                        longer outstanding, to the extent the
                                        Restricted Stock does not become vested
                                        in accordance with the foregoing
                                        provisions.

                                        For purposes of this Agreement "Service"
                                        means service with the Company as
                                        chairman of the Executive Committee of
                                        the Company's Board of Directors
                                        overseeing the formation and execution
                                        of the Company's technology strategies.

SECTION 83(b) ELECTION                  Under Section 83 of the Internal Revenue
                                        Code of 1986, as amended (the "Code"),
                                        the difference between the purchase
                                        price, if any, paid for the shares of
                                        Stock and their fair market value on the
                                        date any forfeiture restrictions
                                        applicable to such shares lapse will be
                                        reportable as ordinary income at that
                                        time. You may elect to be taxed at the
                                        time the shares are acquired rather than
                                        when such shares cease to be subject to
                                        such forfeiture restrictions by filing
                                        an election under Section 83(b) of the
                                        Code with the Internal Revenue Service
                                        within thirty (30) days after the Grant
                                        Date. You will have to make a tax
                                        payment to the extent the purchase price
                                        is less than the fair market value of
                                        the shares on the Grant Date. No tax
                                        payment will have to be made to the
                                        extent the purchase price is at least
                                        equal to the fair market value of the
                                        shares on the Grant Date. The form for
                                        making this election is attached as
                                        Exhibit A hereto. Failure to make this
                                        filing within the thirty (30) day period
                                        will result in the recognition of
                                        ordinary income by you (in the event the
                                        fair market value of the shares
                                        increases after the date of purchase) as
                                        the forfeiture restrictions lapse.

SHAREHOLDER RIGHTS                      You have the right to vote the
                                        Restricted Stock and to receive any
                                        dividends declared or paid on such
                                        stock. Any distributions you receive as
                                        a result of any stock split, stock
                                        dividend, combination of shares or other
                                        similar transaction shall be deemed to
                                        be a part of the Restricted Stock and
                                        subject to the same conditions and
                                        restrictions applicable thereto. The
                                        Company may in its sole discretion
                                        require any dividends paid on the
                                        Restricted Stock to be reinvested in
                                        shares of Stock, which the Company may
                                        in its sole discretion deem to be a part
                                        of the shares of Restricted Stock and
                                        subject to the same conditions and
                                        restrictions applicable thereto.


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ADJUSTMENTS                             In the event of a stock split, a stock
                                        dividend or a similar change in the
                                        Company stock, the number of shares
                                        covered by this grant shall be adjusted
                                        (and rounded down to the nearest whole
                                        number).

COMPLIANCE WITH LAW                     The issuance of this Restricted Stock
                                        shall be subject to compliance with the
                                        rules and policies of the New York Stock
                                        Exchange. The shares of Restricted Stock
                                        have not been registered under the
                                        Securities Act of 1933 as amended (the
                                        "Act"), may be "restricted securities"
                                        as defined in Rule 144 promulgated under
                                        the Act, and may not be sold or
                                        otherwise disposed of except in
                                        compliance with applicable provisions of
                                        the Act. At your request, the Company
                                        will, at its expense, cause such shares
                                        to be duly and promptly registered for
                                        resale by you under the Act after
                                        vesting of such shares; provided that
                                        you will have the right to request one
                                        demand registration and unlimited
                                        "piggyback" registrations.

LEGENDS                                 All certificates representing the Stock
                                        issued in connection with this grant
                                        shall, where applicable, have endorsed
                                        thereon the following legends: "THE
                                        SHARES REPRESENTED BY THIS CERTIFICATE
                                        ARE SUBJECT TO CERTAIN RESTRICTIONS SET
                                        FORTH IN AN AGREEMENT BETWEEN THE
                                        COMPANY AND THE REGISTERED HOLDER, OR
                                        HIS OR HER PREDECESSOR IN INTEREST. A
                                        COPY OF SUCH AGREEMENT IS ON FILE AT THE
                                        PRINCIPAL OFFICE OF THE COMPANY AND WILL
                                        BE FURNISHED UPON WRITTEN REQUEST TO THE
                                        SECRETARY OF THE COMPANY BY THE HOLDER
                                        OF RECORD OF THE SHARES REPRESENTED BY
                                        THIS CERTIFICATE." "THE SHARES
                                        REPRESENTED HEREBY HAVE NOT BEEN
                                        REGISTERED OR QUALIFIED UNDER THE
                                        SECURITIES ACT OF 1933, AS AMENDED, OR
                                        ANY SECURITIES LAWS OF ANY STATE OR
                                        OTHER JURISDICTION, AND MAY NOT BE SOLD,
                                        PLEDGED, OR OTHERWISE TRANSFERRED
                                        WITHOUT AN EFFECTIVE REGISTRATION OR
                                        QUALIFICATION THEREOF UNDER SUCH ACT AND
                                        SUCH APPLICABLE STATE OR OTHER
                                        JURISDICTION'S SECURITIES LAWS OR AN
                                        OPINION OF COUNSEL, SATISFACTORY TO THE
                                        COMPANY AND ITS COUNSEL, THAT SUCH
                                        REGISTRATION AND QUALIFICATION IS NOT
                                        REQUIRED."


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NON-RAIDING AND NON-COMPETE             You agree that prior to June 30, 2010
                                        you will not, directly or indirectly,
                                        without the prior written consent of the
                                        Company, induce or influence, or seek to
                                        induce or influence, any person who is
                                        engaged by the Company or any affiliate
                                        of the Company as an employee, agent,
                                        independent contractor or otherwise, to
                                        terminate his employment or engagement,
                                        nor shall you directly or indirectly,
                                        through any other person, firm or
                                        corporation, employ or engage, or
                                        solicit for employment or engagement, or
                                        advise or recommend to any other person
                                        or entity that such person or entity
                                        employ or engage or solicit for
                                        employment or engagement, any person or
                                        entity employed or engaged by the
                                        Company or any affiliate of the Company.
                                        In addition, you agree that the
                                        non-compete provisions of paragraph 8(a)
                                        of the employment agreement dated
                                        September 2, 1999 between you and the
                                        Company will continue in effect during
                                        your lifetime.




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                                    EXHIBIT A

                         ELECTION UNDER SECTION 83(b) OF
                            THE INTERNAL REVENUE CODE


     The undersigned hereby makes an election pursuant to Section 83(b) of the
Internal Revenue Code with respect to the property described below and supplies
the following information in accordance with the regulations promulgated
thereunder:

     1.   The name, address and social security number of the undersigned:

     Name:
          ---------------------------------------------------------
     Address:
             ------------------------------------------------------

     --------------------------------------------------------------
     Social Security No.
                        -------------------------------------------

     2.   Description of property with respect to which the election is being
made:

     ______________ shares of common stock, par value $.50 per share, WMS
     Industries, Inc., a Delaware corporation, (the "Company").

     3.   The date on which the property was transferred is ____________ __,
2002.

     4.   The taxable year to which this election relates is calendar year 2002.

     5.   Nature of restrictions to which the property is subject:

     The shares of stock are subject to the provisions of a Restricted Stock
Agreement between the undersigned and the Company. The shares of stock are
subject to forfeiture under the terms of the Agreement.

     6.   The fair market value of the property at the time of transfer
(determined without regard to any lapse restriction) was $__________ per share,
for a total of $__________.

     7.   The amount paid by taxpayer for the property was $__________.

     8.   A copy of this statement has been furnished to the Company.

Dated:  _____________, 2002


                                        -------------------------------------
                                        Taxpayer's Signature


                                        -------------------------------------
                                        Taxpayer's Printed Name


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                         PROCEDURES FOR MAKING ELECTION
                    UNDER INTERNAL REVENUE CODE SECTION 83(B)


     The following procedures must be followed with respect to the attached form
for making an election under Internal Revenue Code section 83(b) in order for
the election to be effective:

          1. You must file one copy of the completed election form with the IRS
Service Center where you file your federal income tax returns within 30 days
after the Grant Date of your Restricted Stock.

          2. At the same time you file the election form with the IRS, you must
also give a copy of the election form to the Secretary of the Company.

          3. YOU MUST FILE ANOTHER COPY OF THE ELECTION FORM WITH YOUR FEDERAL
INCOME TAX RETURN (GENERALLY, FORM 1040) FOR THE TAXABLE YEAR IN WHICH THE STOCK
IS TRANSFERRED TO YOU.




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