EZ
      Pay® Distributorship Agreement

    


    This
      Agreement is made and entered into in Hoofddorp, as of this 3 day of October,
      2007, between Octavian International Ltd EUR, a company registered in England,
      located at Bury House, 1-3 Bury Street, Guildford, Surrey GU2 4AW, England
      (hereinafter the term “Distributor” as used in this Agreement) and IGT-Europe
      B.V., a Dutch corporation, located at Bijlmermeerstraat 30, 2131 HC Hoofddorp,
      The Netherlands (hereinafter the term “IGT” as used in this
      Agreement).

     

    1. IT
      IS
      AGREED AS FOLLOWS:

    


    A. Grant
      of Territory and Marketing Privileges

    


    Subject
      to the terms and conditions set forth in
      this
      Agreement, IGT grants to Distributor a non-exclusive and non-transferable
      license without sub-licensure rights, to purchase for resale, sell, promote
      the
      sale of, and distribute IGT Systems Products and such system related Parts
      (both
      are defined below in paragraph 1.B), lawfully approved for sale to customers
      which are authorized operators of gaming equipment under applicable law
      (“Customers”) of Distributor at licensed gaming establishments (“Locations”) in
      the Territory which is defined as follows: 

    


    Territory
      shall mean = 
      as per
      the Territory attachment

    


    In
      no
      event is Distributor authorized to distribute IGT Systems Products or Parts,
      outside of, or which are to be operated outside of, the Territory. Jurisdictions
      included in the Territory may only be amended by written consent of both
      parties. 

    


    B. IGT
      Systems Products and Parts

    


    Under
      the
      terms of this Agreement, the Distributor shall be entitled to distribute, for
      use by Locations in the Territory, IGT systems and any system related
      components, including but not limited to, software, hardware and peripherals,
      which are characterized by IGT, in its sole discretion, as being part of the
      IGT
      EZ Pay®
      (“EZ Pay®”)
      and IGT EZ Pay®
      IVS (“IVS”) ticket-in ticket-out systems, (collectively “IGT Systems Products”).


    


    All
      agreements entered into by Distributor and Customers for the initial sale of
      EZ
      Pay® or IVS system, shall be in the form required by IGT (“EZ Pay® Pricing
      Proposal”). For each EZ Pay® Pricing Proposal entered into by Distributor and
      Customer for the sale of EZ Pay® or IVS, Distributor shall require Customer to
      also agree to the IGT EZ Pay® Software License and Maintenance Agreement (“EZ
      Pay® Maintenance Agreement”), which is calculated based on the sale of EZ Pay®
and IVS Application Software (“EZ Pay® Software”). 

    


    Any
      IGT Systems Products, which are sold or provided to Distributor after the
      initial Go Live (as defined in 1.G), including but not limited to, hardware
      and
      peripherals, shall be considered Parts, as used throughout this
      Agreement. 


    
      
        
        

      

      
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    C. Specific
      Reservation

     

    The
      non-exclusive license granted to Distributor shall not preclude IGT in any
      way
      from carrying out any and all business transactions in the Territory directly,
      indirectly or through other distributors with any gaming operator IGT chooses,
      including but not limited to, the sale and distribution of IGT Systems Products
      and Parts. In such instances, Distributor shall not be entitled to, nor receive,
      any commission, discount or referral fee for any such sale of IGT Systems
      Products or Parts.
      The
      services and support, if any, to be provided by Distributor in each such
      instance shall be the subject of separate negotiation.  

    


    D. Acceptance

    


    Distributor
      hereby accepts the non-exclusive and non-transferable license to sell,
      distribute and promote IGT Systems Products and Parts in the Territory as
      limited and provided for under this Agreement and further agrees to use its
      reasonable efforts in selling and distributing IGT Systems Products and Parts
      in
      the Territory. Further, so long as this Agreement is in effect, Distributor
      agrees that neither it nor any affiliate of Distributor, or any shareholder
      of
      Distributor, shall anywhere in the world, directly or indirectly, sell, solicit
      orders to sell, lease, promote the sale of or otherwise deal in EZ
      Pay®
      and IVS,
      related
      equipment, parts, subassemblies or systems
      manufactured or sold by any other manufacturer or supplier of gaming equipment,
      including but not limited to the following: Aristocrat, Alliance Gaming/MCC,
      Atronic/MIS/Grips, WMS Gaming, Inc., Spielo Manufacturing, Inc., Gtech
      Corporation, Sigma Game, Inc., SiP, ENSICO, Advansys, United Gaming Limited
      or
      Konami Gaming Inc or any affiliate or subsidiary related to such
      companies.

    


    
      	 	
              i.

            	
              As
                used in this Agreement, “affiliate” shall mean any company or entity of
                which a party directly or through a subsidiary or parent, holding
                company
                or otherwise, owns or controls ten percent (10%) or more of the
                outstanding equity, or other ownership interest,
                or which a party has the power, directly or indirectly, to direct
                or cause
                the direction of the management or policies of such company or
                entity.

            


    

    


    
      	
            	ii.	
              Distributor
                represents and warrants: that it is a corporation in good standing
                and
                duly authorized to enter into this Agreement and perform its obligations
                under this Agreement pursuant to its corporate charter and bylaws
                and
                pursuant to the laws of its jurisdiction of incorporation and of
                the
                Territory; that its entry into and performance of its obligations
                under
                this Agreement will not violate, conflict with or result in any breach
                of
                or default under any other Agreement or obligation of Distributor
                or any
                affiliate of Distributor.

            


    

    


    E. Term

    


    Except
      as
      provided in paragraph 9, this Agreement shall have an initial term of three
      (3) years
      commencing on the execution date of this Agreement. The term of this Agreement
      shall be extended for up to a maximum of three (3) additional three (3) year
      terms (the “Renewal Terms”) upon written agreement between IGT and Distributor
      thirty (30) days prior to the expiration of the then remaining term of this
      Agreement. 



    
      
        
        

      

      
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    F. Standard
      System Specifications

    


    IGT
      agrees that all IGT Systems Products provided under this Agreement shall conform
      to the specifications of gaming systems licensed by the appropriate licensing
      agency, when possible, for the destination within the Territory. Any change
      of
      or addition to any specifications of the IGT Systems Products or Parts by
      Distributor shall only be made at the prior approval of IGT and pursuant to
      changes authorized by said appropriate governmental agency. Any change required
      by governmental authority having responsibility for the licensure or approval
      of
      gaming systems shall be reviewed by IGT on a case-by-case basis, and IGT, in
      its
      sole discretion, may or may not choose to implement any such change. Any changes
      implemented by IGT which were required by the governmental authorities for
      the
      entire Territory, shall be deemed a standard specification to be implemented
      by
      Distributor and IGT on a going-forward basis. Any change thus required in IGT
      Systems Products or Parts thereafter purchased by Distributor shall be made
      by
      IGT and shall be deemed to require a change, as specifically designated by
      IGT
      in its sole discretion, to IGT standard pricing for IGT Systems Products and
      Parts (collectively “IGT-Europe B.V. List Price”) otherwise
      applicable.

    


    Any
      change thus required in IGT Systems Products previously purchased and delivered
      to Distributor shall be made by IGT at Distributor's cost, including the cost
      of
      retrofit parts or elements to be provided by IGT unless such change is
      specifically required to correct a design flaw which is covered by the warranty
      set forth in paragraph 1.G or is required by IGT to be made only to new
      inventory then held by Distributor, in which case the cost shall be
      IGT's.

    


    The
      timing of the delivery of any changes or additions to IGT Systems Products
      and
      Parts will be at the sole discretion of IGT. 

    


    Any
      inventions or improvements, whether patentable or not, and any know how relating
      to any IGT Systems Products or Parts developed or invented by employees or
      agents of Distributor shall be disclosed by Distributor to IGT within thirty
      (30) days of discovery. All such inventions, improvements and know how shall
      belong to IGT and Distributor agrees to assign all such inventions, improvements
      and know how to IGT forthwith. Distributor shall cooperate with IGT, at IGT’s
      expense, in securing any and all patents hereunder. In addition, any works
      subject to copyright protection developed by Distributor relating to any IGT
      Systems Products or Parts shall be considered “works made for hire” under 17
      U.S.C. 102 of the United States. In the event it is determined that the work
      is
      not a “work made for hire”, Distributor shall immediately upon such
      determination assign to IGT all right, title and interest in and to the work.
      

    


    No
      rights, including, but not limited to rights under any patent, trademark,
      copyright, or trade secret owned by IGT are hereby granted, other than those
      rights specifically provided for hereunder. 

    


    G. IGT
      Limited Warranty

    


    IGT
      WARRANTS THAT FOR A PERIOD OF NINETY (90) DAYS FOLLOWING GO LIVE, AS DEFINED
      later in this paragraph, THE IGT SYSTEMS PRODUCTS WILL WORK ACCORDING TO
      PUBLISHED SPECIFICATIONS. IN THE EVENT OF A DEFECT DURING THIS PERIOD, IGT
      WILL
      RESTORE THE HARDWARE OR EZ PAY® SOFTWARE, WHICHEVER APPLIES, TO GOOD WORKING
      CONDITION BY ADJUSTMENT, REPAIR OR REPLACEMENT, AT IGT’S OPTION.
      “Go
      Live”
or “Live Operation” shall mean the point in time when the Customer begins to
      operate the IGT Systems Products in a Location for patrons of the Customer.
      


    
      
        
        

      

      
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    EXCEPT
      AS
      SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SYSTEMS PRODUCTS, PARTS AND ALL
      EZ
      PAY® SOFTWARE, HARDWARE AND SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE
      PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR
      CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
      TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
      PURPOSE OR NON-INFRINGEMENT. NO AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED
      TO STATEMENTS REGARDING SUITABILITY FOR USE OR PERFORMANCE OF THE EZ PAY®
SOFTWARE SHALL BE DEEMED TO BE A WARRANTY OR GUARANTY OF IGT AS LICENSOR, OR
      OTHERWISE, FOR ANY PURPOSE. 

    


    THIS
      WARRANTY IS AT ALL TIMES SUBJECT TO THE NORMAL AND PROPER USE OF THE IGT SYSTEMS
      PRODUCTS IN ACCORDANCE WITH PUBLISHED SPECIFICATIONS AND INSTRUCTIONS. THE
      WARRANTY SHALL BE NULL AND VOID TO THE EXTENT ANY FAILURES OR DEFECTS ARE CAUSED
      BY: (A) ANY UNAUTHORIZED MODIFICATION, ALTERATION, OR REVISION OF ALL OR ANY
      PORTION OF THE IGT SYSTEMS PRODUCTS OR PARTS; OR (B) A PROBLEM OR ERROR DUE
      TO
      CUSTOMER’S OWN SOFTWARE OR HARDWARE OR THIRD PARTY SOFTWARE OR HARDWARE.


    


    The
      ninety (90) day warranty period for EZ Pay® Software licensed on a per-game
      basis will begin at the latter of: (i) Go Live; or (ii) the point in time after
      the respective EZ Pay® Software component has been approved for installation by
      the applicable regulatory agency and has been installed such that the software
      component is ready for use by the Customer’s patrons. Subsequent installation or
      licensing of such EZ Pay® Software for additional games will not receive a
      warranty period. 

    


    H. Limitation
      of Liability

    


    
      	 	
              i.

            	
              The
                warranties and remedies provided in paragraph 1.G. are Distributor’s sole
                and exclusive remedies. 

            


    

    


    
      	 	
              ii.

            	
              IN
                NO EVENT SHALL IGT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL
                OR
                CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) WHETHER BASED ON
                CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF IGT WAS ADVISED
                OF THE
                POSSIBILITY OF SUCH DAMAGES.

            


    

    


    
      	 	
              iii.

            	
              If
                any disclaimer of warranty or limitation of liability is found to
                be
                unlawful or inapplicable, or to have failed its essential purpose,
                IGT’s
                liability shall in any event be limited to the amount paid by Distributor
                for the specific unit of product that caused such
                liability.

            


    


    
      
        
        

      

      
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              iv.

            	
              IGT
                is willing to sell IGT Systems Products and Parts to Distributor
                only in
                consideration of and in reliance upon the provisions contained herein
                limiting IGT’s liability. Such provisions constitute an essential part of
                the bargain underlying this Agreement and have been reflected in
                the
                pricing under paragraph I below for IGT Systems Products and Parts
                supplied under this Agreement and other consideration agreed upon
                by the
                parties.

            


    

    


    
      	 	
              v.

            	
              In
                no event shall the liability of IGT or Distributor under this Agreement
                or
                under any EZ Pay® Maintenance Agreement or otherwise, exceed the
                IGT-Europe B.V. List Price and Additional Charges (if any) stated
                in the
                EZ Pay® Pricing
                Proposals relating to IGT Systems Products and Parts supplied under
                this
                Agreement.

            


    

    


    
      	 	
              vi.

            	
              IGT
                shall not in any way be liable for any losses, injuries or damages
                which
                Distributor may be subject to or incur as a result of any activities
                in
                connection with this Agreement.

            


    

    


    
      	 	
              vii.

            	
              Distributor
                will defend and indemnify IGT from and against all liability and
                claims
                caused by the negligence or malfeasance of Distributor under this
                Agreement and the EZ Pay® Maintenance
                Agreement.

            


    

    


    I. Price
      / Payment – IGT Systems Products/Parts – EZ
      Pay®
Maintenance Agreement 

    


    The
      IGT-Europe B.V. List Price provides pricing for all IGT Systems Products
      available for sale in the Territory to Distributor’s Customers. IGT-Europe B.V.
      List Price may be changed by IGT at anytime 

    


    
      	 	
              i.

            	
              IGT
                shall sell to Distributor the IGT Systems Products which have, prior
                to
                the time of Customer order, been approved by IGT and available for
                sale in
                the Territory, as follows:

            


    

    


    EZ
      Pay®
Software at IGT-Europe B.V. List Price minus fifty percent (50%) Additional
      charges, if any are necessary, shall be agreed upon by both parties and
      reflected in the EZ Pay® Pricing
      Proposal or related order.

    


    Any
      components, including hardware, peripherals, Parts and other related items,
      exclusive of any software, as defined solely by IGT, used for or in combination
      with, EZ Pay® or IVS at IGT-Europe B.V. List Price, minus twenty percent (20%),
      Additional Charges, if any are necessary, shall be agreed upon by both parties
      and reflected in the EZ Pay® Pricing
      Proposal or related order. 

    


    
      	
            	ii.	
              Unless
                otherwise stated in an EZ Pay® Pricing Proposal, EZ Pay® Maintenance
                Agreements shall be charged at an annual rate of twenty percent (20%)
                of
                the total value of EZ Pay® Software sold to a Customer, but such annual
                charge shall not be less than €17,500 in any case. IGT shall grant a fifty
                percent (50%) discount to Distributor for any EZ Pay® Maintenance
                Agreement which has been entered into collectively by IGT, Distributor
                and
                a Customer in the Territory. Unless otherwise specified in an EZ
                Pay®
                Pricing Proposal or EZ Pay® Maintenance Agreement, charges for EZ Pay
                Maintenance Agreements will be invoiced and become due 90 days after
                Go
                Live, and anytime additional components are connected to EZ Pay® or IVS,
                but not later than on an annual basis. EZ Pay® Maintenance Agreements,
                which Distributor is not a participant, will not afford Distributor
                any
                benefits or rights.

            


    

     

    
      
        
        

      

      
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    EZ
      Pay®
Maintenance Agreements for multi-site properties shall be charged a minimum
      amount of €7,000 for the foremost site and a minimum of €3,500 for each
      secondary and additional site. The minimum charge for multi-site property
      configurations shall be €17,500.

    


    In
      the
      event this Agreement is canceled or terminated, all annual maintenance fees
      and
      contracts will revert to IGT.

    


    Shipping
      charges and all costs associated with delivery shall be the responsibility
      of
      the Distributor. For the avoidance of doubt the Distributor will be able to
      pass
      on all costs in full to the Customer.

    


    
      	
            	iii.	
              Distributor
                shall exhibit the IGT-Europe List Price for all sales of IGT Systems
                Products and Parts; however, discounts may be granted at Distributor’s
                discretion at its own cost, and no costs can be passed on to IGT
                in any
                case.

            


    

     

    
      	
            	iv.	
              Distributor
                shall be responsible for any and all taxes, duties, levies, or assessments
                imposed by any taxing, customs or other authority, including but
                not
                limited to national, provincial, municipal, or any other authorities,
                based on, or in any way related to or measured by the sale or performance
                of anything supplied by IGT, such as but not limited to, IGT Systems
                Products or Parts or the provision of any service under the EZ
                Pay® Pricing
                Proposals or EZ Pay® Maintenance
                Agreements. For the avoidance of doubt the Distributor will be able
                to
                pass on all costs in full to the
                Customer.

            


    

     

    
      	
            	v.	
              Distributor
                shall, upon receipt, immediately forward to IGT all EZ Pay® Pricing
                Proposals executed by Customers and papers relating thereto. All
                orders
                for IGT Systems Products shall be in writing, in the form prescribed
                by
                IGT, indicating the applicable Customer, and signed by an authorized
                employee of Distributor. Such orders shall be deemed accepted by
                IGT
                unless IGT otherwise provides notification to Distributor within
                fifteen
                (15) business days of confirming the receipt of the order at IGT's
                office
                in Hoofddorp, The Netherlands. Once accepted by IGT, an order may
                be
                canceled or modified only by mutual written consent of the parties,
                provided that Distributor will still be held liable to IGT for costs
                incurred by IGT in connection with the order which are not reasonably
                recoverable by IGT, provided that the cancellation or modification
                is
                requested by Distributor. 

            


    

    


    
      	 	
              vi.

            	
              Unless
                otherwise agreed by IGT in writing at the time of order, pricing
                for
                Distributor for IGT Systems Products, Parts and EZ Pay® Maintenance
                Agreements shall be in accordance with Ii. and Iii. above. All such
                payments shall be deposited into IGT’s bank account as follows: ABN AMRO
                Bank, Hoofddorp, The Netherlands, nr. 56.53.85.496 (Euros). Any and
                all
                amounts not timely
                paid by Distributor shall accrue interest at a default interest rate
                of
                one and half percent (1.5%) per month on the unpaid balance of principal
                and accrued interest thereon, provided that interest shall not exceed
                the
                maximum rate allowed, if any, under applicable law. Specific payment
                terms
                and conditions shall be further provided in each EZ Pay® Pricing Proposal.
                

            


    


    
      
        
        

      

      
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            	vii.	
              Where
                IGT involvement is required as a direct result of an EZ Pay® Software
                error, then no charge would be made. If IGT personnel are needed
                to travel
                to a Customer’s Location, the Distributor will have to pay for the
                transportation, food and hotel
                costs.

            


    

    


    J. IGT
      Manufacture and Delivery

    


    To
      enable
      IGT to establish production schedules and place orders with its suppliers with
      adequate lead time, Distributor will furnish IGT, unless otherwise specified
      by
      IGT, with monthly best estimates of Distributor’s requirements for IGT Systems
      Products and Parts for
      the
      next twelve (12) calendar months as a non-binding aid to IGT in scheduling
      and
      factory inventory planning. A mutually agreed upon delivery schedule shall
      be
      established for each order. Distributor will select the mode of transportation
      provided for all deliveries of IGT Systems Products and Parts hereunder and
      shall be responsible to carriers for all charges and costs of effectuating
      delivery at such places as may be mutually agreed from time-to-time. For the
      avoidance of doubt the Distributor will be able to pass on all costs in full
      to
      the Customer.

    


    K. Risk
      of Loss 

    


    Whenever
      IGT sells to Distributor any IGT Systems Products
      or Parts, for delivery to Distributor, the risk of loss shall be with IGT until
      actual delivery to Distributor or its authorized agent or designated carrier,
      at
      IGT’s warehouse docks in Las Vegas or Reno, Nevada, U.S.A. or IGT’s premises in
      Hoofddorp, The Netherlands, and at such time the risk of loss shall pass to
      Distributor.

    


    L. Distributor
      Operating Requirements

    


    Distributor
      agrees to provide appropriate representation, and facilitate proper sale and
      servicing of IGT Systems Products and Parts provided to Distributor’s Customers
      of IGT Systems Products in the Territory. Distributor shall establish and
      maintain places of business satisfactory to IGT in its commercially reasonable
      judgment, as to facilities, appearance, sales and service, operations, parts
      inventory, trained personnel and capital equipment. Such facilities shall be
      established within the Territory to adequately meet, within IGT's reasonable
      judgment, the needs of Customers for which IGT Systems Products are located
      within the Territory. 

    


    
      	 	
              i.

            	
              Service
                Offices. Distributor agrees to provide service offices in order to
                meet
                service coverage desired by IGT. Such offices will provide Customers
                with
                information regarding the delivery, installation, warranty services,
                post-warranty Customer support services, technical services, sales
                and
                distribution of IGT Systems Products and
                Parts.

            


    


    
      
        
        

      

      
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              ii.

            	
              Purchase
                and Distribution of Parts and Non-Proprietary Parts. Distributor
                shall be
                required to purchase directly from IGT, any and all IGT Systems Products
                and Parts which are for use, or to be used, in combination or conjunction
                with IGT Systems Products, with the exception of the following: cabling,
                tickets and servers. Any additional IGT Systems Products and Parts
                that
                Distributor chooses to third party source must first be granted prior
                written authorization by IGT, at IGT’s sole discretion.
                

            


    

    


    M.Use
      of
      IGT Trade Names

    


    The
      names
      IGT-Europe B.V., IGT and International Game Technology, and the names of the
      IGT
      Systems Products, are registered trademarks and/or are the exclusive property
      of
      IGT and nothing herein contained shall give Distributor any interest in the
      names, except the right to use them during the term of this Agreement in
      connection with the sale, operation, service or repair of any IGT Systems
      Products and Parts as provided herein or applications for necessary permits.
      Whenever Distributor uses any trademarks held within the International Game
      Technology group of companies, Distributor shall maintain standards of quality
      which are at least the same level as those maintained by IGT with respect to
      such trademarks, and IGT shall be entitled to inspect and approve all of
      Distributor’s uses of such trademarks. Upon termination of this Agreement for
      whatever reason, Distributor shall abandon at once the use of the names
      IGT-Europe B.V., IGT, International Game Technology, IGT Systems Products,
      Parts
      and any similar name or colorable imitation, or misleading name. 

    


    N. Marketing
      & Advertising

    


    IGT
      shall
      make available for sale the necessary amount of marketing material to assist
      the
      Distributor in obtaining market penetration, provided timely forecast is
      supplied to IGT. Distributor
      shall develop sales, promotions and marketing strategies. Such strategies must
      be communicated to IGT and Distributor has to obtain IGT’s approval. In no event
      shall Distributor violate any law or government restrictions on advertising.
      

    


    2. RESPONSIBILITIES

    


    A. Preparation
      of Agreements

    


    A
      template of the EZ Pay® Pricing
      Proposal and EZ Pay® Maintenance
      Agreement is to be provided to Distributor and both form an integral part of
      this Agreement. IGT, in its sole discretion, may choose to alter or amend future
      EZ Pay® Pricing Proposals and EZ Pay® Maintenance Agreements at anytime. The EZ
      Pay® Pricing Proposal and EZ Pay® Maintenance Agreement may need to be
      customized to the particular requirements of the individual Customers, but
      any
      material changes to these agreements, such as but not limited to, format or
      pricing changes, will require IGT’s prior approval. 

    


    Distributor
      will prepare and use EZ Pay® Pricing
      Proposals, and EZ Pay® Maintenance
      Agreements as required by IGT. A template of each of these agreements is
      attached and form an integral part of this Agreement and will not be customized
      or deviated from without the expressed written consent of IGT.


    
      
        
        

      

      
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    EZ
      Pay® Pricing
      Proposals and EZ Pay® Maintenance
      Agreements will be in English and shall include reference to IGT’s General Terms
      and Conditions deposited with the Dutch Chamber of Commerce, and also include
      reference to some or all of the following items, but which shall not be limited
      to:

     

    
      	
              i.

            	 	
              EZ
                Pay® Software details;

            
	
              ii.

            	 	
              Ticket
                in Ticket Out gaming software details;

            
	
              iii.

            	 	
              Game
                hardware kit details;

            
	
              iv.

            	 	
              Specialty
                software details;

            
	
              v.

            	 	
              IGT
                responsibilities;

            
	
              vi.

            	 	
              Distributor
                responsibilities

            
	
              vii.

            	 	
              IGT-Europe
                B.V. List Price and payment terms

            
	
              viii.

            	 	
              Grant
                of software licenses

            
	
              ix.

            	 	
              IGT
                warranties and limitations of liability

            
	
              x.

            	 	
              Pre-installation
                checklist

            
	
              xi.

            	 	
              Wiring
                requirements

            
	
              xii.

            	 	
              Maintenance
                service details

            
	
              xiii.

            	 	
              Upgrade
                services

            
	
              xiv.

            	 	
              Training
                

            
	
              xv.

            	 	
              Support

            
	
              xvi.

            	 	
              Such
                further or other terms and conditions as may be solely determined
                by IGT
                at its discretion

            


    

    


    IGT
      reserves the right, in its sole discretion, to establish, change, alter or
      amend
      its EZ Pay® Pricing
      Proposal, the EZ Pay® Maintenance
      Agreement, as well as the IGT-Europe B.V. List Price, warranties, dates of
      availability, delivery and installation, and to discontinue the merchandising of
      any of the IGT Systems Products, without thereby incurring any obligation or
      liability to Distributor. 

    


    B. IGT
      Responsibilities 

     

    Subject
      to the terms and conditions of individual EZ Pay® Pricing
      Proposal, IGT will be responsible for the following: 

     

    
      	 	
               
                i.

            	
              supply
                of the hardware components listed in EZ Pay® Pricing
                Proposal;

            


    

     

    
      	 	
               ii.

            	
              provide
                hardware and EZ Pay® Software training to Distributor and on-site
                application support after Go Live for the first two installations;
                

            


    

     

    
      	 	
              iii.

            	
              Support
                the Distributor and Customer in obtaining necessary regulatory approvals
                of IGT Systems Products; 

            


    

     

    
      	 	
              iv.

            	
              assist
                Distributor and Customer with completion of regulatory field audits
                (if
                applicable). 

            


    

     

    
      	 	
               v.

            	
              ensure
                that all hardware supplied by IGT to Distributor is CE
                compliant.

            


    

     

    
      
        
        

      

      
        -
          9
          -

        
          

        

      

      
        
        

      

    

     

    


    C. Distributor
      Responsibilities 

    


    Distributor
      will be responsible for the following: 


     

    
      	 	
              i.

            	
              translate
                the user manuals and training aids of the IGT Systems Products and
                Parts
                into the local language, if necessary and where not currently
                available.

            


    

     

    
      	 	
              ii.

            	
              provide
                reasonable training of hardware and EZ Pay® Software to Customers
                employees and provide on-site application support after Go
                Live;

            


    

     

    
      	 	
              iii.

            	
              Be
                responsible for initial installation and training of IGT Systems
                Products
                and Parts;

            


    

     

    
      	 	
              iv.

            	
              install,
                configure and test the EZ Pay®
Software;

            


    

     

    
      	 	
              v.

            	
              ensuring
                that the necessary EZ Pay® or IVS Licensing Software, as the case may be,
                is installed properly at every Location where EZ Pay® Software is in
                use.

            


    

    


    
      	 	
              vi.

            	
              shall
                disclose any and all gaming machines connected to EZ Pay® or IVS, in
                regards to the Cashless Intellectual Property
                Portfolio;

            


    

     

    
      	 	
              vii.

            	
              use
                reasonable commercial efforts to meet the schedule of deliverables
                listed
                in the EZ Pay® Pricing
                Proposals;

            


    

    


    
      	 	
              viii.

            	
              shall
                supply only CE compliant hardware to
                Customers;

            


    

    


    
      	 	
              ix.

            	
              assist
                Customers to obtain all necessary regulatory approvals for the IGT
                Systems
                Products and Parts and for the supply and installation of the IGT
                Systems
                Products and Parts at each Customer location (if
                any);

            


    

    


    
      	 	
              x.

            	
              use
                its reasonable efforts to support IGT in interfacing and coordinating
                with
                the applicable regulatory agencies and suppliers of games and contractors
                in each Location who may affect Distributor’s ability to perform under
                this Agreement including providing support for the completion of
                required
                field audit procedures; 

            


    

    


    
      	 	
              xi.

            	
              assist
                Locations to modify and follow internal control procedures that shall
                include daily audit procedures designed specifically to verify the
                accuracy and integrity of casino floor transactions, including but
                not
                limited to, hopper fills, jackpots, ticket
                redemption;

            


    

    


    
      	 	
              xii.

            	
              obtain
                adequate training, knowledge and skill sets to provide above-standard
                installation and training service; troubleshoot IGT Systems Products
                hardware and EZ Pay® Software matters so that Distributor can provide
                front line support to Locations and be Locations first point of
                contact.

            


    

    


    
      	 	
              xiii.

            	
              advise
                IGT of any change in gaming laws or regulations in the Territory
                in which
                Distributor has supplied or installed any IGT Systems
                Product.

            


    

    


    
      	 	
              xiv.

            	
              respond
                to any and all requests for information or supplemental documentation.
                

            


    

     

    
      
        
        

      

      
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          10
          -

        
          

        

      

      
        
        

      

    

     

    


    D. Miscellaneous
      Distributor Responsibilities under this Agreement 

    


    A. Access
      to
      Records

    


    Keep
      accurate accounts, books and records as to all activities involving the
      distribution of IGT Systems Products and Parts, including but not limited to
      sales, installation, service and warranty repairs, in such a manner and form,
      as
      IGT shall reasonably require. Distributor agrees to provide IGT with access
      to
      any all such records related to the distribution of IGT Systems Products and
      Parts at all reasonable times.

    


    B. Forward
      Documents

    


    Forward
      immediately to IGT every Customer complaint, governmental order, governmental
      advice and related communication, regarding IGT Systems Products or IGT and
      any
      other relevant or material information or documentation that IGT would
      reasonably require. 

     

    C. Monthly
      and Quarterly Reports Required

    


    Distributor
      shall be required to provide the following and in a format that IGT may require:
      

    


    Monthly
      quotes processed

    Monthly
      Orders processed 

    Monthly
      Inventory of supply;

    Monthly
      Inventory turnover; and sales forecasts

    Quarterly
      survey of all installations to record including:

    
      	 	
              ·

            	
              Number
                of Gaming Machines by Manufacturer, number of Workstations linked
                to EZ
                Pay® or IVS, number of Voucher Redemption Terminals (VRT), number of
                Communication Front End (CFE) only
                for EZ Pay®,
                number of Clerk Validation Terminals (CVT) only
                for EZ Pay®
                and any additional peripheral equipment.

            


    

    


    D. Compliance
      Reporting

    


    Distributor
      shall ensure the Customer is appropriately licensed by the responsible
      authorities, by at a minimum, obtaining copies of Customer’s valid gaming
      licenses and other related documentation as deemed necessary by IGT’s Compliance
      Department. Such licenses and other documentation shall be forwarded to IGT
      prior to commencing any installation or completing any service, sale or other
      such agreements.

    


    E. Insurance

    


    Distributor
      shall maintain general liability insurance coverage with limits of not less
      than
      one million euros (€1,000,000) for injury to any one (1) person, three million
      euros (€3,000,000) for any one (1) occurrence of personal injury, and three
      million euros (€3,000,000) for any one (1) occurrence of property damage. Such
      insurance shall be provided by an insurer acceptable to IGT. The policy under
      which such insurance is provided shall afford thirty (30) days advance notice
      to
      IGT of any cancellation, termination or failure to renew and shall name IGT
      as
      an additional insured, as consistent with normal insurance industry practice.
      Distributor shall provide proof of such insurance to IGT within thirty (30)
      business days after full signature and delivery of this Agreement, such proof
      to
      be addressed and forwarded to IGT, Attention Finance and Administration
      Director, Bijlmermeerstraat 30, 2131 HC Hoofddorp, The Netherlands.



    
      
        
        

      

      
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    E. Component
      Requirements

    


    Distributor
      to supply the following components to Customers:

    


    
      	 	
                i.

            	
              Distributor
                is to ensure that effective July 1, 2006 all Computer and or related
                electronic parts or spares supplied to the Customers are RoHS compliant.
                For the avoidance of doubt IGT will ensure that all hardware it supplies
                to the Distributor is RoHS
                compliant.

            


    

    


    
      	 	
               ii.

            	
              Distributor
                shall comply with such wiring, Customer hardware, switching equipment,
                communication lines, and other requirements for individual Locations
                as
                per the EZ Pay® Maintenance
                Agreement.

            


    

    


    
      	 	
              iii.

            	
              Distributor
                may acquire and supply to Customers the computer hardware provided
                by a
                major international manufacturer of computer equipment, which meet
                the
                specifications provided by IGT. In the case of dispute, IGT shall
                have the
                sole discretion to determine what hardware meets this criteria.
                

            


    

    


    F. System
      Support 

    


    Distributor
      will provide First Level Support (as described later in this paragraph) for
      IGT
      Systems Products and Parts operated by Customers within Territory. Distributor
      agrees to designate representatives who are required to provide technical and
      application support to Customers. Distributor shall ensure that its
      representatives will attend and participate in all training classes provided
      during the installation process. 

    


    Distributor
      is responsible for the costs associated with keeping its support representatives
      trained and qualified.

    


    Distributor
      acknowledges that it has responsibility for routine problems incurred by
      Customers in the day-to-day operation of the IGT Systems Products and Parts,
      and
      that its designated support representatives will handle questions regarding
      and
      of the following matters, which shall only be a partial list of instances
      entailing First Level Support:

    


    
      	
              i.

            	 	
              the
                normal use of IGT Systems Products and Parts;

            
	
              ii.

            	 	
              general
                inquiries on the operation of the IGT Systems Products and Parts
                that are
                not causing any immediate major problems to the operations of the
                IGT
                Systems Products and Parts at the Customer Location;

            
	
              iii.

            	 	
              machine
                configuration issues;

            
	
              iv.

            	 	
              configuration
                of the IGT Systems Products and Parts applications, including promotional
                tools; 

            
	
              v.

            	 	
              hardware;

            
	
              vi.

            	 	
              network
                components including cabling and wiring;

            
	
              vii.

            	 	
              operating
                systems;

            
	
              viii.

            	 	
              ongoing
                training;

            
	
              ix.

            	 	
              assistance
                as above will be provided by Distributor on a 24 hour, 7 day per
                week
                basis; 

            


    

     

    
      
        
        

      

      
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          12
          -

        
          

        

      

      
        
        

      

    

    
       

      



    
      	
              x.

            	 	
              IGT
                will assist Distributor with the first two (2) installations and
                additionally, two (2) upgrades of every new version if
                requested.

            


    

    


    For
      the
      avoidance of doubt IGT will act as Second Level Support (as described later
      in
      the paragraph) and work with Distributor to resolve support issues when
      assistance is requested by Distributor. 

    


    In
      the
      event IGT, in its sole discretion, concludes Distributor is not meeting this
      obligation, IGT will notify Distributor in writing and give (30) days
      grace-period, upon Distributor’s receipt, to resolve said obligations. If
      obligations agreed upon by Distributor are not met, and grace-period has
      expired; a thirty (30) day written notice will be submitted to Distributor
      and
      support will be charged to the Distributor at IGT’s prevailing rates as
      specified in the EZ Pay® Pricing Proposal. 

    


    IGT
      will
      provide Second Level Support for IGT Systems Products and Parts distributed
      by
      Distributor within Territory. Such Second Level Support excludes any First
      Level
      Support required to be provided by Distributor, and includes only that of the
      following instances: 

    


    
      	 	
                i.

            	
              Disaster
                recovery;

            


    

    
      	 	
               ii.

            	
              Failure
                of IGT’s EZ Pay® Software or proprietary equipment, such as Clerk
                Validation Terminals and Communications Front
                End;

            


    

    
      	 	
              iii.

            	
              Any
                problems that the distributor cannot handle but are not included
                in the
                First Level Support. 

            


    

    


    G. Title
      and Security Interest 

    


    Title
      to
      the hardware components supplied by IGT will transfer to Distributor upon
      delivery by IGT to the common carrier at IGT’s loading dock. Distributor shall
      keep the IGT Systems Products and Parts in good order and repair until the
      IGT-Europe B.V. List Price has been paid in full and shall promptly pay all
      taxes and assessments based upon the purchase or use of the IGT Systems Products
      and Parts, excluding taxes on IGT’s income. IGT shall retain a security interest
      in the IGT Systems Products and Parts until all monies due under the EZ
      Pay® Pricing
      Proposal are paid in full. 

    


    H. Indemnity 

    


    
      	 	
              i.

            	
              IGT
                at its own expense will defend, indemnify and hold Distributor and
                Customers harmless in any third party action brought against Distributor
                and/or Customers to the extent that it is based on a claim that all
                or
                part of the IGT Systems Products and Parts, excluding multi-property
                functionality, used within the scope of this Agreement infringes
                any valid
                United States patents, copyrights or trademark, provided that IGT
                is
                promptly notified in writing of such claim. IGT shall have the right
                to
                control the defense of all such claims, lawsuits and other proceedings.
                In
                no event shall Distributor or Customers settle any such claim, lawsuit
                or
                proceeding without IGT’s prior written
                approval.

            


    


    
      
        
        

      

      
        -
          13
          -

        
          

        

      

      
        
        

      

    

    
       

      



    
      	
            	ii.	
              If,
                as a result of any claim of infringement against any valid United
                States
                patent, copyright or trademark, excluding multi-property intellectual
                property rights, IGT or Distributor or Customers are enjoined from
                using
                all or part of the IGT Systems Products or Parts, or if IGT believes
                that
                all or part of the IGT Systems Products or Parts is likely to become
                the
                subject of a claim of infringement, IGT at its option and expense
                may
                procure the right for Distributor and Customers to continue to use
                the IGT
                Systems Products and Parts, or replace or modify the IGT Systems
                Products
                and Parts with components of equal quality and function so as to
                make it
                non-infringing. The foregoing paragraph (i) and this paragraph (ii)
                state
                the entire liability of IGT with respect to infringement of any
                intellectual property rights, copyrights or patents by the IGT Systems
                Products or any Parts thereof. 

            


    

    


    
      	 	
              iii.

            	
              IGT
                shall not be liable for any infringement or claim based upon use
                of the
                IGT Systems Products or Parts in combination with other equipment
                not
                contemplated by this Agreement or with software or hardware not supplied
                by IGT or modifications made by Distributor or Customers and not
                authorized by IGT.

            


    

    


    
      	 	
              iv.

            	
              Distributor
                acknowledges and agrees to the following
                provisions:

            


    

    


    
      	 	
              v.

            	
              Each
                IGT gaming system obtained hereunder with cashless capability (a
“Licensed
                Cashless Gaming System”) is provided under a limited license to one or
                more of the following U.S. Patent Nos. 5,290,033; 5,265,874; 6,048,269;
                5,429,361; and 5,470,079. Any use of a Licensed Cashless Gaming System
                constitutes the acknowledgement of and Agreement to the following
“Limited
                License”:

            


    

    


    1. Licensed
      Cashless Gaming System License Rights. Licensed Cashless Gaming Systems are
      licensed solely for use to facilitate the cashless aspects of gaming machines
      that are separately licensed under these patents (“Licensed Gaming Machines”).
      The use of a Licensed Cashless Gaming System to facilitate cashless transactions
      by an unlicensed gaming machine is an unlicensed use. Customer agrees to use
      the
      Licensed Cashless Gaming System to facilitate the cashless functionality of
      Licensed Gaming Machines only.

    


    2. Other
      License Limitations. Each Limited License is expressly limited to the original
      Licensed Cashless Gaming System (i.e., one serial number per license). A license
      may not be transferred from one gaming system to another. Any unauthorized
      transfer voids this license. 

    


    3. Transferred
      Cashless Gaming Machines. Any Cashless Gaming Machine (other than a Bally
      Licensed Cashless Gaming Machine or an IGT Licensed Cashless Gaming Machine)
      transferred to Customer from an Affiliated Property must have a transfer
      authorization certificate issued by IGT before such Cashless Gaming Machine
      can
      be considered a Licensed Cashless Gaming Machine and connected to a Licensed
      Cashless Gaming System; without such transfer authorization certificate such
      Cashless Gaming Machines shall be deemed an unlicensed Cashless Gaming Machine.
      Any Cashless Gaming Machine (other than a Bally Licensed Cashless Gaming Machine
      or an IGT Licensed Cashless Gaming Machine) acquired by Customer
      from a non-Affiliated Property shall be deemed an unlicensed Cashless
      Gaming Machine, even if such Cashless Gaming Machine was previously licensed
      because such license is not transferable between
      non-Affiliated Properties. For purposes of this Limited License, Affiliated
      Properties are properties with (i) a common owner and (ii) said owner has a
      majority interest in both properties.


    
      
        
        

      

      
        -
          14
          -

        
          

        

      

      
        
        

      

    

    
       

      



    I. Protection
      of Proprietary Information 

    


    Distributor
      will not, and will ensure as far as is reasonably possible that Customers do
      not, reverse engineer, decompile or reverse compile, disassemble, list, print
      or
      display any IGT Systems Products or Parts or otherwise attempt to obtain the
      source code or other proprietary information from any such IGT Systems Products
      or Parts. Any data or information received or acquired by either party to this
      Agreement relating to the business affairs, correspondence, Customers, finances,
      methods, products or technology of the other party that is not made available
      by
      the other party to the general public shall be treated by both parties as
      confidential and proprietary information (“Confidential Information”) and shall
      be protected by both parties and their employees from disclosure to third
      parties. The foregoing obligation shall not include data or information which
      is
      now in the public domain, or which becomes part of the public domain through
      no
      fault of either party prior to the date of any disclosure. A party may disclose
      Confidential Information of the other party pursuant to an order or requirement
      of a court, administrative agency, or other governmental body, provided that
      it
      gives reasonable notice to the other party to contest such order or requirement.
      Any such disclosure of confidential information shall not be deemed to change,
      affect or diminish the confidential and proprietary status of such Confidential
      Information. Both IGT and Distributor will employ at least the same degree
      of
      care that they use to protect their own most important Confidential Information.
      Both parties shall inform each of its employees to whom it provides access
      to
      the other party’s Confidential Information of the obligations to keep the
      information pertaining thereto in confidence. Both parties further agree that
      they will take all reasonable steps to ensure that the terms of this provision
      are not violated by any of its employees or agents. Distributor will take all
      reasonable steps to ensure that the terms of this provision are not violated
      by
      any of its Customers.

    


    J. IGT
      Representations 

    


    Game
      communication. Certain features of the EZ Pay® Software may not be available on
      certain games without the assistance of the game manufacturers and even with
      such assistance; the timing of the availability of such features cannot be
      predicted as of the execution date of this Agreement. 

    


    
      	 	
              i.

            	
              Single
                currency: The EZ Pay® Software is designed to operate and report using a
                single currency. Modifications necessary to operate and report using
                multiple currencies are not included in this Agreement.
                

            


    

    


    
      	 	
              ii.

            	
              User
                interface language. The EZ Pay® Software presents user interface screens
                and reports in English. Query and reporting tools may be available
                from,
                and supported by, third parties to report database information in
                other
                languages.

            


    


    
      
        
        

      

      
        -
          15
          -

        
          

        

      

      
        
        

      

    

    
       

      



    
      	 	
              iii.

            	
              Non-communicating
                games. IGT will not charge license fees for EZ Pay® Software, and
                Distributor may return unusable hardware, for those Games that cannot
                be
                upgraded or otherwise made to communicate with the IGT Systems
                Products.

            


    

    


    3. INSTALLATION,
      MAINTENANCE, PARTS AND SERVICE

    


    A. Purchase
      of Inventory

    


    IGT
      shall
      not require Distributor to maintain inventory stock for the first two
      installations. Once the first two installations have been completed; Distributor
      shall maintain, at its cost, a stock of spare Parts, agreed by IGT and
      Distributor, adequate to timely meet the needs of IGT Systems Products Customers
      and Distributor’s obligations under this Agreement for service and repair.


    


    B. Installation,
      Warranty and Post-Warranty Services

    


    Distributor
      shall provide Customers with a ninety (90) day warranty repair and service
      for
      new IGT Systems Products at no cost to Customer. After the expiration of such
      warranty period, Distributor shall provide Customers with post- warranty
      technical services at the then current IGT rate charged for such services,
      parts
      and labor or pursuant to an executed EZ Pay® Maintenance
      Agreement. Any repairs, exchanges of parts, and adjustments required to maintain
      satisfactory operating conditions of the IGT Systems Products after
      delivery shall be the responsibility of Distributor. Distributor shall make
      a
      good faith effort in providing the above services to maintain the reputation
      of
      IGT, subject to all applicable laws, statues, ordinances, regulations and lawful
      requirements of all applicable authorities regarding the engagement of such
      services.

    


    C. Training

    


    IGT
      will
      provide technical training to employees of Distributor at a location to be
      determined by IGT. Such training may include technical training of installation,
      service and repair depot functions. Furthermore, IGT will provide a reasonable
      level of training to Distributor on a “train the trainer” basis. Such training
      will be sufficient to ensure that relevant staff of Distributor is conversant
      in
      the operation and use of the IGT Systems Products and Parts by Customers so
      as
      to enable such staff to train staff of Customers in such matters and to enable
      Distributor to provide First Level Support as outlined in Schedule ‘2F’.
      Distributor shall be responsible for all IGT employee travel, lodging and meal
      and related costs and for all capital and related costs for test and repair
      tools and equipment. All staffing provided by Distributor must have a good
      understanding of English. 

    


    D. Price
      of Parts

    


    Except
      as
      provided by warranty under paragraph 1.G of
      this
      Agreement and except as to Parts specified in writing from time to time by
      IGT
      to Distributor for which a designated price to Distributor is made, the price
      of
      Parts, as defined, whether manufactured by IGT or obtained by IGT from other
      suppliers, shall be at the then current IGT-Europe List Price, as determined
      solely by IGT and provided in writing to Distributor from time to time, minus
      twenty percent (20%) of IGT-Europe B.V. List Price (the “Distributor’s Parts
      Discount”). 


    
      
        
        

      

      
        -
          16
          -

        
          

        

      

      
        
        

      

    

    
       

      



    E. Returns

    


    A
      ten
      percent (10%) restocking charge shall be applied to all Parts returned to IGT,
      unless such parts were provided to the Distributor in a defective or damaged
      condition. All Part returns must be approved in advance by IGT. Distributor
      shall not be allowed to return used, damaged, customized, or special order
      Parts, including Parts out of IGT revision control. All Part returns shall
      be
      sent freight pre-paid by Distributor. All Parts returned will be credited at
      the
      same IGT-Europe B.V. List Price originally invoiced less the ten percent (10%)
      restocking charge. 

    


    F. Method
      of Order and Payment

    


    An
      order
      for Parts shall be in writing, in a form that IGT may require, specifying the
      Distributor order number and sufficiently detailed information for
      identification of the kind and quantity of the items ordered. No order by
      Distributor or any of its employees for Parts shall be binding on IGT until
      such
      order is received and accepted by an authorized employee of IGT. All payments
      due from Distributor to IGT for Parts shall be in the currency of the Euro
      (€).
      Unless otherwise agreed in writing at the time of order, payment for all Parts
      shall be made as follows: 100% of the total IGT-Europe B.V. List Price of each
      order shall be paid to IGT within ninety (90) business days after delivery
      of
      the Parts, via wire transfer to IGT. All such payments shall be sent to IGT
      at
      its account with ABN AMRO Bank, Hoofddorp Branch, the Netherlands, account
      number 56.53.85.496. Any and all amounts not timely paid by Distributor shall
      accrue interest at a default interest rate of one and half percent (1.5%) per
      month on the unpaid balance of principal and accrued interest thereon, provided
      that interest shall not exceed the maximum rate allowed (if any) under
      applicable law.

    


    G. Delivery

    


    Delivery
      of Parts shall be pursuant to the same terms and conditions as set forth for
      delivery of IGT Systems Products under paragraphs 1.J, K and L. IGT will only
      drop shipment to Customers when IGT determines appropriate; however, freight
      and
      duty costs will be the responsibility of Distributor in all cases. Consolidated
      orders will be shipped as soon as practical after receipt of order. Expedited
      orders (priority one) at the discretion of IGT and the requested Parts are
      available for shipping. Expedited orders shall be shipped pre-paid and billed
      to
      Distributor.  

    


    H. Parts
      Forecast

    


    Distributor
      shall provide IGT with monthly Parts forecasts for the ensuing six (6) calendar
      months. In the event that IGT is subject to fees charged by its vendors to
      expedite parts that were not ordered within the above lead times, Distributor
      shall be responsible for such fees imposed on IGT.
      

     

    
      
        
        

      

      
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          17
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    4. FACILITATION
      OF SALES AND SERVICE

    


    To
      facilitate said sales and service by Distributor, IGT agrees to provide
      Distributor with schematics, wiring diagrams, maintenance and service manuals,
      and any other technical material as determined solely by IGT for appropriate
      IGT
      Systems Products and Parts as ordered by Distributor pursuant to this Agreement.
      Distributor agrees that the data shall not be made available to any third party
      and shall be used solely in the normal course of business. All such materials
      provided by IGT and any and all modifications thereto, from whatever party
      or
      source constitutes IGT Proprietary Information subject to the covenants of
      paragraph 5, and other relevant provisions of this Agreement. 

    


    5. TRADE
      SECRETS AND CONFIDENTIALITY

    


    A. Title

    


    Distributor
      agrees that all IGT designs; IGT System Products, other systems, Parts; IGT
      software programs,
      all additions or modifications to IGT designs, codes, programs or IGT Systems
      Products or Parts, from whatever source; IGT Trademarks,
      Copyrights
      and all other intellectual
      property rights; Confidential Information, including all Confidential
      Information embodied in the IGT Systems Products or Parts; Documentation; IGT
      operations, training and computer manuals; all client lists, sales and
      promotional literature and information (whether copyrighted or not); employee
      lists; financial records, contracts; media presentations and other confidential
      or proprietary information with respect to IGT Systems Products or Parts
      (collectively “IGT Proprietary Materials”) are the sole and exclusive property
      of IGT, and the physical embodiments of such matters and information, are and
      shall be and remain the property of IGT. 

    


    B. Safeguarding
      of Information

    


    Distributor
      agrees that all IGT Proprietary Materials will be held in confidence and
      strictly safeguarded by Distributor against any disclosure or use not authorized
      by this Agreement. Distributor shall not use such IGT Proprietary Materials
      to
      the detriment of IGT. Distributor shall employ at least the same degree of
      care
      that it uses to protect its own proprietary materials of a similar nature.
      Distributor agrees that it will not provide, disclose, license, copy or
      otherwise make available the IGT Proprietary Materials to any person other
      than
      the employees of Distributor necessary to permit Distributor’s proper use
      thereof as authorized by this Agreement. Distributor shall inform each of its
      employees to whom it provides access to the IGT Proprietary Materials of the
      confidential nature thereof. Distributor shall immediately notify IGT in the
      event that any IGT Proprietary Material becomes lost or stolen. At no time
      shall
      Distributor disclose or make available to any person, business concern or other
      entity any IGT Proprietary Materials to anyone other than an authorized
      recipient thereof, nor shall Distributor make or cause to be made any use of
      such IGT Proprietary Material except as provided for herein in the conduct
      of
      Distributor’s business under this Agreement; provided, however, that Distributor
      shall be permitted to deliver IGT Proprietary Material to a governmental entity
      of competent jurisdiction regulation if Distributor reasonably believes it
      is
      under a legal duty to do so and provided that Distributor affords IGT as much
      prior notice possible of
      such
      proposed delivery. In the event of expiration or other termination of this
      Agreement, Distributor shall immediately return all materials currently held
      by
      Distributor containing IGT Proprietary Materials to IGT. 


    
      
        
        

      

      
        -
          18
          -

        
          

        

      

      
        
        

      

    

    
       

      



    C. Protection
      of IGT Proprietary Materials

    


    The
      covenants and Agreements contained in this paragraph 5 are of the essence of
      this Agreement, each such covenant and Agreement being reasonable and necessary
      to protect and preserve the interests and property of IGT for the benefit of
      IGT, irreparable loss and damage will be suffered by IGT should Distributor
      breach any of such covenants and Agreements. Notwithstanding other remedies
      available to it, IGT shall be entitled to both temporary and permanent
      injunctions to prevent a breach or contemplated breach by Distributor of any
      such covenants or Agreements. Any breach of any of the foregoing covenants
      will
      be deemed a material breach of this Agreement. 

    


    MISCELLANEOUS
      PROVISIONS

    


    6. ADDRESSES

    


    Any
      written notice, or offer and reply required by this Agreement shall be effective
      by telecopy facsimile or reputable courier service and shall be addressed as
      follows: 

    


    
      	
              To Distributor

            	
              Robert J.
                Dykstra (or applicable successor)

              General
                Manager

              Octavian
                International Ltd EUR

              Bury
                House

              1-3
                Bury Street

              Guildford

              Surrey
                GU2 4AW

              England 

            
	
               

              To IGT-Europe B.V.

            	
               

              James
                Boje (or applicable sucessor) 

              Managing
                Director

              IGT-Europe
                B.V.

              Bijlmermeerstraat
                30, 2131 HC

              Hoofddorp,
                The Netherlands

            


    

     

    7. WAIVER
      OF BREACH

    


    The
      failure of any party to require the performance of any provision of this
      Agreement or the waiver by any party of any breach under this Agreement shall
      not prevent a subsequent enforcement of such provision, nor be deemed a waiver
      of any subsequent breach. 

    


    8. BENEFIT

    


    This
      Agreement is solely for the benefit of the parties hereto and no third party
      shall have any right under, or interest in, this Agreement. 


    
      
        
        

      

      
        -
          19
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    9. EARLY
      TERMINATION

    


    Other
      than as provided in paragraph 1.E. of this Agreement, the Agreement may be
      terminated as follows: 

    


    A. By
      IGT

    


    Upon
      written notice delivered to Distributor, IGT may terminate this Agreement,
      in
      part or its entirety if: 

    


    
      	 	
              i.

            	
              Any
                ownership in Distributor or control or influence over Distributor
                or its
                successors, or any affiliation or business relationship between
                Distributor or its principals, employees, agents, or representatives,
                is
                held by any person or business entity, which, in the reasonable belief
                of
                IGT, materially jeopardizes any license, governmental approval or
                application by IGT for licensing or governmental approval, or creates
                a
                material conflict of interest with IGT and its products and such
                ownership
                or control or influence is not forthwith
                removed.

            


    

    


    
      	 	
              ii.

            	
              In
                the reasonable belief of IGT that Distributor has materially jeopardized
                performance hereunder because Distributor (a) has failed to maintain
                high
                standards of ethics, reputation, image, or Customer relations; or
                (b) has
                failed to use its best efforts to market or service IGT Systems Products
                and Parts to anywhere within the Territory or (c) has failed to comply
                with IGT specifications, policies or procedures; or (d) has failed
                to
                attain the level of customer service performance as specified by
                IGT or to
                establish and maintain sufficient facilities as to any specific region
                within the Territory, and such failure is not corrected to the
                satisfaction of IGT within a reasonable time following notice by
                IGT to
                Distributor of the nature of such failure.


            


    

    


    B. By
      Distributor

    


    Upon
      written notice delivered to IGT, Distributor may terminate this Agreement,
      in
      part or its entirety if: 

    


    
      	 	
              i.

            	
              Any
                ownership of IGT or control influence over IGT or its successors
                is held
                or passes to any person or business entity which, in the reasonable
                belief
                of Distributor materially jeopardizes any license or creates a material
                conflict of interest in such person or business entity with Distributor,
                and such ownership or control influence is not forthwith removed;
                

            


    

    


    
      	 	
              ii.

            	
              In
                the reasonable belief of Distributor, a material defect of condition
                is
                contained within a significant number of IGT Systems Products or
                Parts
                which render those products noncompetitive in the marketplace, or
                not fit
                for the use intended and which defect or condition is not corrected
                by IGT
                consistent with its warranty obligations under paragraph 1.G of this
                Agreement to the reasonable satisfaction of Distributor within a
                reasonable time, giving due regard to the nature of the defect; or
                

            


    

     

    
      
        
        

      

      
        -
          20
          -

        
          

        

      

      
        
        

      

    

     

    


    
      	 	
              iii.

            	
              IGT
                is unable to provide the required number of IGT Systems Products
                and Parts
                by Distributor in firm written orders, and such failure is not remedied
                to
                the reasonable satisfaction of Distributor within a reasonable time
                giving
                due regard to the nature of the market conditions in the Territory
                or
                which Products were ordered. 

            


    

    


    C. By
      IGT
      on the One Hand and Distributor on the Other Hand

    


    Upon
      written notice delivered to the other party if: 

    


    
      	 	
              i.

            	
              The
                other party has failed to observe all applicable laws or obtain any
                necessary license or approval from each gaming regulatory authority
                or
                other governmental approval in each applicable jurisdiction within
                that
                Territory; and such failure materially affects the performance of
                such
                other party or could materially affect the complaining party in its
                business elsewhere; 

            


    

    


    
      	 	
              ii.

            	
              The
                other party becomes insolvent, or files a petition for adjudication
                as
                bankrupt or insolvent, or executes an assignment for the benefit
                of
                creditors, or has a receiver appointed for it for any
                reason;

            


    

    


    
      	 	
              iii.

            	
              The
                other party materially breaches this Agreement and such breach is
                not
                cured within thirty (30) days of the breaching party’s receipt of notice
                of such breach; or

            


    

    


    
      	 	
              iv.

            	
              There
                is a material change in the laws in the Territory relating to the
                objectives and operations contemplated herein which materially affects
                the ability of either party to perform its obligations.
                

            


    

    


    10. EFFECT
      OF TERMINATION / OBLIGATION OF THE PARTIES

    


    Upon
      the
      termination of this Agreement for any reason, the rights of each party to
      payment on account of the sale of IGT Systems Products, Parts or services
      already performed when this Agreement was in effect shall not be impaired,
      including Distributor's right to complete all then pending sales, unless, in
      the
      opinion of the Vice President of Compliance or Compliance Committee, such
      continued relationship would jeopardize the gaming licenses, permits, or status
      of IGT with any gaming regulatory authority or similar law enforcement
      authority. All
      of
      the IGT Confidential Information, including anything bearing an IGT Trademark
      or
      Copyright shall
      immediately be returned to IGT or its designated nominee at IGT's sole expense,
      and Distributor will immediately pay to IGT all amounts due under the terms
      of
      this Agreement.

    


    Notwithstanding
      such opinion, upon such termination, each party shall cooperate with the others
      to effect a smooth termination, with minimum economic harm to each party and
      with regard to the best interests of Customers, and to reimburse the other
      in a
      commercially reasonable fashion for any expenses incurred by it at the request
      of the first party. Upon the termination of this Agreement, Distributor will
      turn over to IGT copies of all records constituting or relating to IGT
      Proprietary Materials and service activities of IGT Systems Products and Parts.
      Further, upon termination, either party, subject to the rights set forth above,
      shall have the right to develop, manufacture and sell, lease or otherwise
      distribute or operate any and all products in the Territory.

    


    Upon
      termination, IGT shall repurchase all IGT Systems Products, Parts and
      components. 


    
      
        
        

      

      
        -
          21
          -

        
          

        

      

      
        
        

      

    

     

    


    Distributor
      shall then have in inventory for the applicable jurisdiction for which
      termination is made, provided that there has been no usage or damage whatsoever
      as to such terminals, components and parts, for the amount paid by Distributor
      to IGT therefore less twenty percent (20%). All other provisions, actions,
      covenants, remedies, and conduct set forth in this Agreement applicable to
      a
      termination, shall be fully complied with by the appropriate party.


    


    11. ADHERENCE
      TO LAWS

    


    This
      Agreement is intended to only authorize and facilitate the final assembly,
      sale,
      service, and/or distribution of IGT Systems Products, Parts and related products
      in a lawful manner and is subject to and conditioned upon all applicable laws
      dealing with such activities and such Products. This Agreement shall not be
      deemed to require or authorize any act or transaction except as may be in full
      compliance with all such legal requirements. It is specifically agreed by
      Distributor that it shall scrupulously observe all applicable laws relating
      to
      the activities contemplated by this Agreement. Each party hereto agrees to
      take
      all lawful actions necessary and make every lawful effort to procure and
      maintain all required licenses and governmental approvals for compliance with
      such legal requirements. 

    


    A. Distributor
      Cooperation

    


    Distributor
      agrees that it shall, at no cost to IGT, fully cooperate with IGT and
      governmental authorities to coordinate and facilitate governmental
      investigations of IGT Systems Products and Parts, including facilitation of
      location testing of IGT Systems Products and Parts, if such is required,
      provided, however, the equipment for conducting such testing shall be provided
      by IGT at no cost to Distributor. 

    


    B. Export,
      Import and Currency Controls

    


    IGT
      shall
      not be responsible for obtaining any necessary export licenses, permits or
      approvals required, as applicable, for IGT Systems Products or Parts sold to
      Distributor under this Agreement. Distributor shall be responsible for obtaining
      any necessary import licenses, permits or any approvals required under
      applicable law for IGT Systems Products or Parts sold to Distributor under
      this
      Agreement. Distributor represents and warrants to IGT that Distributor shall
      not
      export or re-export (including via remote access) any IGT Systems Products
      or
      Parts sold to Distributor under this Agreement anywhere outside the Territory.
      Distributor shall also be responsible for obtaining any and all government
      exchange permits, licenses or approvals related to Distributor’s obligations to
      make payment to IGT under this Agreement. Distributor’s failure to obtain any
      such license, permit or approval shall not be a defense to Distributor’s failure
      to meet any payment obligation under this Agreement.

    


    C.
       Compliance
      with Laws

    


    This
      Agreement is intended to only authorize and facilitate the sale, service, and/or
      distribution of IGT Systems Products and Parts in a lawful manner, and is
      subject to and conditioned upon all applicable foreign, federal, state and
      local
      laws dealing with such machines. This Agreement shall not be deemed to require
      or authorize any act or transaction except as may be in full compliance with
      all
      such legal requirements. It is specifically agreed by Distributor and IGT that
      each shall scrupulously observe all applicable foreign, federal, state and
      local
      laws relating to the activities contemplated by this Agreement. Each party
      hereto agrees to take all lawful actions necessary and make every lawful effort
      to procure and maintain all required foreign, federal, state and local licenses
      and approvals for compliance with such legal requirements.


    
      
        
        

      

      
        -
          22
          -

        
          

        

      

      
        
        

      

    

    
       

      



    
      	 	
              i.

            	
              Distributor
                agrees that it shall, at no cost to IGT, take all necessary actions
                as
                liaison between IGT and governmental authorities including but not
                limited
                to coordinate and facilitate governmental investigation of IGT, if
                such is
                required. 

            


    

    


    
      	 	
              ii.

            	
              IGT
                agrees that it shall pay all costs of licensing proceedings, governmental
                investigations, and approvals required by appropriate regulatory
                agencies
                for IGT Systems Products and Parts distributed by Distributor.
                

            


    

    


    
      	 	
              iii.

            	
              Distributor
                agrees that it shall apply proper due diligence to all IGT Systems
                Product
                and Part sales, including obtaining a copy of a current valid gaming
                license.

            


    

    


    
      	 	
              iv.

            	
              Distributor
                agrees that it shall pay all costs of licensing proceedings, governmental
                investigations and approval required by applicable, or local laws,
                regulations, ordinances or statues as to Distributor, its stockholders,
                officers, agents, employees or otherwise related parties. Distributor
                shall also be responsible for obtaining any and all government permits,
                licenses or approvals related to Distributor’s obligations to make payment
                to IGT under this Agreement. Distributor’s failure to obtain any such
                license, permit or approval shall not be a defense to Distributor’s
                failure to meet any payment obligation under this
                Agreement.

            


    

    


    D. Representations
      and Warranties of Distributor

    


    
      
        
          	
                	i.	
                  Distributor
                    represents and warrants that all information supplied by Distributor
                    to
                    IGT shall be complete, truthful, and accurate, and that Distributor
                    shall
                    not obtain on IGT’s behalf or provide to IGT any information which is not
                    legally available in the Territory or which is proprietary, or
                    classified
                    where there is reason to believe that possession of such information
                    is
                    unauthorized or illegal.


                


        

      

    

    


    
      
        
          	
                	ii.	
                  Distributor
                    represents and warrants that in performing under this Agreement,
                    Distributor shall comply with the laws, regulations, and administrative
                    requirements of: (i) the United States, including but not limited
                    to the
                    Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1 et seq. (“FCPA”); and
                    (ii) the Territory (except to the extent inconsistent with, or
                    penalized
                    under, United States law), and shall take no action which would
                    subject
                    IGT or any affiliate to claims or penalties under United States
                    or the
                    Territory laws, regulations, and administrative requirements
                    and shall not
                    make or permit to be made or knowingly allow a third party to
                    make any
                    improper payments, or promises of payments, or to perform any
                    unlawful
                    act. To this end, Distributor shall execute all the certifications
                    required by this Agreement, and shall furnish such further certificates
                    as
                    may reasonably be required by IGT from time to time. Distributor
                    agrees
                    and acknowledges that failure or refusal to promptly furnish
                    any required
                    certificate or disclosure upon request from IGT may be the basis
                    for
                    immediate termination of this
                    Agreement.

                


        

      

    

     

    
      
        
        

      

      
        -
          23
          -

        
          

        

      

      
        
        

      

    

     

    


    
      
        
          	
                	iii.	
                  Distributor
                    represents and warrants that in performing under this Agreement,
                    Distributor is fully qualified under the laws, regulations, and
                    administrative requirements of the Territory, and that, to the
                    extent
                    required by applicable law, regulation, or administrative requirement,
                    Distributor has obtained all licenses or completed such registrations
                    in
                    the Territory as may be necessary or required to perform under
                    this
                    Agreement. In instances where Distributor has not obtained the
                    license(s)
                    required in a particular jurisdiction within the Territory, Distributor
                    represents and warrants that it will not perform any activities
                    which
                    require licensing in such jurisdiction until such time that Distributor
                    has obtained the required license(s).


                


        

      

    

    


    
      
        
          	
                	iv.	
                  Distributor
                    represents and warrants that it has not made, nor will it make,
                    or offer
                    or promise to make, any gift or payment of money or anything
                    of value,
                    directly or indirectly, whether through a third party or otherwise,
                    to any
                    governmental official or officer or employee of any government,
                    or any
                    agency, department, or instrumentality thereof (including government-owned
                    entities), or to any political party or candidate for political
                    office for
                    the corrupt purpose of influencing or inducing any such official,
                    officer,
                    employee, party or candidate to misuse his position or to influence
                    any
                    act or decision of a government, department or agency thereof
                    to obtain,
                    retain, or to direct business to IGT, Distributor, any affiliate
                    of IGT or
                    Distributor, or to secure any improper
                    advantage.

                


        

      

    

    


    
      	 	
              v.

            	
              Distributor
                represents and warrants that: (a) neither it nor any of its principals,
                employees or officers is an official or employee, of any government,
                or
                any agency, department, or instrumentality thereof (including
                government-owned entities), or of any political party or a candidate
                for
                political office or of an Affiliate of an IGT customer; and (b) as
                of the
                date of execution of this Agreement and during the term of this Agreement,
                no official or employee of any Territory’s government or any agency,
                department or instrumentality thereof (including government-owned
                entities), or of any political party or candidate for political office
                is
                or will become associated with, or owns, or will own, an interest,
                whether
                direct or indirect, in Distributor or has or will have any legal
                or
                beneficial interest in this Agreement or any payments made, or to
                be made,
                by IGT hereunder.

            


    

    


    
      	 	
              vi.

            	
              Distributor
                represents and warrants that in respect of any transaction under
                this
                Agreement, Distributor has not paid, or offered, or agreed, or authorized,
                and shall not agree, to pay, or authorize any political contributions
                or
                donations.

            


    

    


    
      	 	
              vii.

            	
              Distributor
                represents and warrants that it is familiar with, and will comply
                in all
                respects with, United States and Territory laws, regulations, and
                administrative requirements applicable to IGT’s relationship with
                Distributor, including, but not limited to, the FCPA. Distributor
                acknowledges that IGT has furnished Distributor with copies of pertinent
                provisions of the FCPA. Distributor further acknowledges that it
                has read
                and understands such laws and
                regulations.

            


    

     

    
      	 	
              viii.

            	
              Distributor
                warrants that at all times it will act in the best interests of IGT
                and
                will take no action or undertake any obligation which is or may be
                detrimental to IGT or on conflict with the interests or business
                of IGT or
                its affiliates.

            


    

     

    
      
        
        

      

      
        -
          24
          -

        
          

        

      

      
        
        

      

    

     

    


    
      	 	
              ix.

            	
              Distributor
                represents and certifies that neither it, nor its principals, officers
                or
                employees has been, charged with, convicted of or pleaded guilty
                to an
                offense involving fraud, corruption, or moral turpitude, and that
                it is
                not now listed by any government agency as debarred, suspended, proposed
                for suspension or debarment, or otherwise ineligible for government
                procurement programs.

            


    

    


    
      	 	
              x.

            	
              Distributor
                hereby acknowledges receipt of a copy of pertinent provisions of
                IGT’s
                Code of Conduct (the “IGT Policy”), a copy of which is provided as part of
                this Agreement, and by execution of this Agreement, Distributor warrants
                and certifies that it fully understands the IGT Policy with respect
                to
                sales transactions and relations with customers and suppliers, and
                with
                government officials and members of political parties or candidates
                for
                political office and that Distributor will do nothing in the performance
                of the services required under this Agreement which will be in conflict
                with the IGT Policy.

            


    

    


    
      	 	
              xi.

            	
              Distributor
                warrants that it will personally perform all services to be performed
                by
                Distributor under this Agreement and shall exercise due care and
                diligence
                in selecting any employees or agents, provide appropriate training
                to
                them, and strictly monitor their activities to ensure compliance
                with
                Distributor’s obligations under this Agreement, including but not limited
                to, the obligation to comply with all United Stated and Territory
                laws.
                

            


    

    


    
      	 	
              xii.

            	
              Distributor
                represents and warrants that it does not and will not represent any
                other
                client, or have any interests, that are in conflict with the interests
                of
                IGT or the IGT Products.

            


    

     

    
      	 	
              xiii.

            	
              Distributor
                warrants that it shall give prompt written notice to IGT in the event
                that, at any time during the term of this Agreement, Distributor
                has
                failed to comply with or has breached any of its representations
                or
                warranties hereunder. In the event Distributor has not so complied
                or has
                breached any of it representations or warranties hereunder, this
                Agreement
                shall be null and void from the time of such non-compliance or breach
                without any requirement of notice to Distributor. The foregoing
                representations and warranties under this paragraph (11D) shall survive
                the termination of this Agreement and shall continue in effect with
                respect to all business activities of IGT in the Territory until
                all such
                activities have ceased.

            


    

    


    
      	 	
              xiv.

            	
              Distributor
                represents and warrants that it is not prohibited, or in any way
                limited,
                from entering this Agreement and fully performing services hereunder
                by
                reason of any agreement with, or other obligation to, any third party
                or
                by reason of any other legal obligation or
                impediment.

            


    

    


    12. APPLICABLE
      LAW 

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada. If and insofar as the applicability of the laws of the State
      of
      Nevada should be ruled out by the court the dispute is submitted, the laws
      of
      the Netherlands will govern this Agreement. 


    
      
        
        

      

      
        -
          25
          -

        
          

        

      

      
        
        

      

    

    
       

      

       

    

    13. FORCE
      MAJEURE

    


    IGT
      shall
      not be liable for any damages whatsoever resulting from failure to accept or
      fill any order or orders for IGT Systems Products, or Parts, hereunder, either
      in whole, or in part, when any such failure shall be due to anyone or more
      of
      the following causes: orders or instructions issued by representatives of the
      governments of The Netherlands, as applicable, or district of The Netherlands,
      or of any municipality, or other political or governmental division of any
      such
      district, or on account of IGT's inability to make or complete deliveries under
      this Agreement after a good faith effort because of the scarcity of labor or
      materials used in manufacturing its products, or on account of fires, strikes,
      lockouts, Acts of God, actions of the elements, wars, civil disturbances, acts
      or omissions of civil or military authorities of the Territory or otherwise,
      or
      of the public enemy or terrorists, unavailability of utilities, or
      outages of
      communications carriers, differences
      with workmen, accidents to machinery, or orders, decrees or judgments of any
      court or any other cause not within the direct control of IGT. IGT shall notify
      Distributor of any such delay as soon as practicable. 

    


    14. GOOD
      FAITH PERFORMANCE

    


    IGT
      and
      Distributor agree to cooperate fully to work in good faith and mutually to
      assist each other in the performance of this Agreement. In this regard, the
      parties will meet and consult to seek to resolve problems and disputes under
      this Agreement. Distributor agrees to use its reasonable efforts to promote
      the
      sale of IGT Systems Products and Parts in the Territory.

    


    15. SUCCESSORS
      AND ASSIGNS

    


    All
      provisions of this Agreement shall be binding upon, shall inure to the benefit
      of, and shall be enforceable by the respective successors and permitted assigns
      of the parties. 

    


    16. NON-ASSIGNABILITY

    


    This
      Agreement may not be assigned, transferred or otherwise disposed of, in whole
      or
      in part, to any third party by any party to this Agreement without the prior
      express written consent of IGT. Any attempted assignment in violation of this
      paragraph shall be null, void, and of no force or effect whatsoever.
      Any request
      for assignment by Distributor shall also be subject to paragraph
      24D.

    


    17. NO
      WAIVERS / AMENDMENTS

    


    No
      failure or delay by any party in exercising any right, power or privileges
      hereunder shall operate as a waiver thereof, or shall any single or partial
      exercise thereof preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. The rights and remedies herein provided
      shall be cumulative and not exclusive of any rights or remedies provided by
      law.
      Any provision of this Agreement may be waived if, but only if, such waiver
      is in
      writing and is signed by the party against whom the enforcement of such waiver
      is sought. This Agreement may not be amended, modified or supplemented other
      than by a written instrument signed by each of the parties.


    
      
        
        

      

      
        -
          26
          -

        
          

        

      

      
        
        

      

    

    
       

      



    18. ENTIRE
      AGREEMENT

    


    This
      Agreement constitutes the Agreement, in its entirety, and understanding among
      the parties with respect to the subject matter hereof and supersedes any and
      all
      prior Agreements, representations, statements and understandings, whether
      written or oral, relating to the subject matter hereof. 

    


    19. SEVERABILITY

    


    Any
      term
      or provision of this Agreement which is ruled to be invalid or unenforceable
      by
      an arbitrator or by a court of competent jurisdiction upon award of an
      arbitrator, shall, as to such jurisdiction, be ineffective to the extent of
      such
      invalidity or unenforceability without rendering invalid or unenforceable the
      remaining terms and provisions of this Agreement or affecting the validity
      or
      enforceability of any of the terms or provisions of this Agreement in any other
      jurisdictions, it being intended that all rights and obligations of the parties
      hereunder shall be enforceable to the fullest extent permitted by law.


    


    20. COUNTERPARTS

    


    This
      Agreement may be signed in counterparts, each of which shall constitute an
      original and which together shall constitute one and the same Agreement.


    


    21. SECTION
      HEADINGS

    


    The
      section headings contained in this Agreement are for reference purposes only
      and
      shall not affect the meaning or interpretation of this Agreement. 

    


    22. INTERPRETATION

    


    All
      defined terms herein include the plural as well as the singular. All references
      in this Agreement to designated “Sections” or “Paragraphs” and other
      subdivisions are to the designated Sections and Paragraphs and other
      subdivisions of this Agreement. All references in this Agreement to any party
      shall include all permitted transferees of such party. This Agreement shall
      not
      be construed for or against either party by reason of the authorship or alleged
      authorship of any provisions hereof or by reason of the status of the respective
      parties. This Agreement shall be construed reasonably to carry out its intent
      without presumption against or in favor of either party. 

    


    23. PUBLIC
      DISCLOSURE

    


    Unless
      otherwise required by applicable law or regulation, any public
      disclosure,
      including
      but not limited to any press
      release of the subject matter of this Agreement shall be approved by the parties
      hereto prior to release, provided that such approval shall not be unreasonably
      withheld or delayed. 

    


    24. REGULATORY
      COMPLIANCE

    


    IGT
      and
      its affiliates conduct business in a highly regulated industry under privileged
      licenses issued by gaming regulatory authorities both domestic and
      international. IGT maintains a compliance program that has been established
      to
      protect and preserve the name, reputation, integrity, and good will of IGT
      and
      its affiliates and to monitor compliance with the requirements established
      by
      gaming regulatory authorities in various jurisdictions around the world.
      Performance of this Agreement is contingent upon the following:



    
      
        
        

      

      
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              A.

            	
              Any
                necessary initial and continuing approvals and/or licenses required
                by any
                regulatory agency with jurisdiction over IGT or the subject matter
                of this
                Agreement. Distributor agrees to cooperate with requests, inquiries,
                or
                investigations of any gaming regulatory
                authorities or law enforcement agencies in connection with the performance
                of this Agreement, including the disclosure of information to gaming
                regulatory agencies that would otherwise be considered confidential
                under
                other sections of this Agreement. If any approval and/or license
                necessary
                for performance of this Agreement is denied, suspended or revoked,
                this
                Agreement shall terminate immediately and neither party shall have
                any
                additional rights hereunder, except as otherwise set forth in paragraph
                10
                of this Agreement; provided, however, that if the denial, suspension
                or
                revocation affects performance of this Agreement in part only, the
                parties
                may by mutual Agreement continue to perform under this Agreement
                to the
                extent it is not affected by the denial, suspension or
                revocation.

            


    

    


    
      	
              B.

            	
              The
                successful completion of a due diligence background investigation
                of
                Distributor and the continued suitability of Distributor throughout
                the
                term of this Agreement. Distributor agrees to fully cooperate with
                IGT in
                the completion of a due diligence background investigation and to
                provide
                IGT with the information necessary in order to conduct the due diligence
                background investigation and any information reasonably necessary
                in order
                to determine the continued suitability of Distributor throughout
                the term
                of this Agreement.

            


    

    


    
      	
              C.

            	
              The
                continued approval by the Vice President of Compliance of IGT or
                by IGT's
                Compliance Committee. If IGT, acting on the recommendation of the
                Vice
                President of Compliance or the Compliance Committee, withdraws its
                approval of this Agreement, then IGT may terminate this Agreement
                immediately and neither party shall have any additional rights hereunder,
                except as provided under paragraph 10; provided, however, that if
                the
                withdrawal of approval is based on a reason other than the party's
                failure
                to obtain initial or continued approval from the Vice President of
                Compliance of suitability, such termination shall be treated as a
                termination without cause. In addition, IGT may terminate this Agreement
                if the Vice President of Compliance or the Compliance Committee discovers
                facts that, in the opinion of the Vice President of Compliance or
                the
                Compliance Committee or both, would jeopardize the gaming licenses,
                permits, or status of IGT with any gaming regulatory authority or
                similar
                law enforcement authority; provided, however, that if such facts
                are
                unrelated to that party's failure to obtain initial or continued
                approval
                from the Vice President of Compliance or the Compliance Committee
                due to
                issues of regulatory compliance or suitability, such termination
                shall be
                treated as a termination without cause.


            


    

    


    
      	
              D.

            	
              This
                Agreement cannot be transferred or assigned by Distributor without
                prior
                notice to IGT and the successful completion of a background due diligence
                investigation of the transferee/assignee conducted by IGT prior to
                the
                transfer or assignment of the Agreement by Distributor. Prior notice
                must
                also be provided to IGT of any proposed change in ownership and/or
                management of Distributor and the successful completion of a background
                due diligence investigation conducted by IGT of the proposed new
                owner
                and/or manager must occur prior to the change in ownership or management.
                Distributor shall annually provide IGT with a complete list of all
                of
                Distributor’s directors and officers.


            


    


    
      
        
        

      

      
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    25. INDEPENDENT
      CONTRACTORS

    


    All
      parties shall act as independent contractors in the performance of this
      Agreement.
      Nothing
      herein contained shall be read or construed so as to create or
      give
      rise to any relation of
      partnership
      or joint venture. No party shall be considered to be an agent or representative
      of any other party or have any authority or power to act for or undertake any
      obligation on behalf of any other party except as expressly authorized by the
      other party in writing. Any such unauthorized representation or action shall
      be
      considered a breach of this Agreement. 

    


    No
      franchise is intended by this Agreement and Distributor agrees that this
      Agreement does not constitute a franchise under any franchise laws applicable
      to
      the designated Territory or this Agreement.

    


    DATED
      as
      set forth above 

    


    
      	
              Octavian
                International Ltd EUR

            	 
	 	 	 
	
              Name:

            	
              Hans
                W Zeidler 

            	 
	 	 	 
	
              Title:

            	
              Group
                Managing Director 

            	 
	 	 	 
	
              Signature:

            	
              /s/
                Hans W Zeidler

            	 
	 	 	 
	
              IGT-Europe
                B.V.

            	 
	 	 	 
	
              Name:

            	
              James
                P. Boje

            	 
	 	 	 
	
              Title:

            	
              Managing
                Director

            	 
	 	 	 
	
              Signature:

            	
              /s/
                James P. Boje 

            	 


    

     

    
      
        
        

      

      
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