exv10w1



 



EXHIBIT 10.1


[Portions herein identified by ** have been omitted pursuant to a request for confidential
treatment and have been filed separately with the Commission pursuant to Rule 24b-2 of the Exchange
Act of 1934, as amended]




BRAND LICENSE AND ONLINE CASINO OPERATING AGREEMENT




     THIS BRAND LICENSE AND ONLINE CASINO OPERATING AGREEMENT (this “Agreement”) is made and
entered into as of January 19, 2005 (the “Effective Date”) by and between WPT Enterprises, Inc., a
Delaware corporation, with its principal place of business at 1041 North Formosa Avenue, Formosa
Bldg. #99, West Hollywood, CA 90046 (“WPT”), and WagerWorks Alderney 3 Limited, an Alderney company
and a wholly owned subsidiary of WagerWorks, Inc., a Delaware corporation, with its principle place
of business at 2339 3rd St., Fourth Floor, San Francisco, CA 94107 (“WagerWorks”) (each a “Party”
and, collectively, the “Parties”).



RECITALS




     WagerWorks develops, markets and operates a complete online interactive gaming/gambling
(“Gaming”) solution and adheres to the highest standards of legal and regulatory compliance,
resulting in Gaming solutions that are trusted, secure and of the highest integrity.



     WPT is a media and entertainment company engaged in the creation of branded entertainment
through the development, production and marketing of televised programming based on poker and other
Gaming themes. To date, its operations include the creation of its “World Poker Tour” brand
through the production and licensing of a reality television series based on a circuit of
previously established high stakes poker tournaments. WPT is a majority-owned subsidiary of Lakes
Entertainment, Inc.



     WagerWorks wishes to license from WPT the “Licensed Rights” (as defined in Section 2 hereof)
for the purpose of developing, creating, implementing, and operating a fully managed interactive
online casino and fixed-odds betting Gaming destination and multi-player poker room on WPT’s behalf
(the “WPT Gaming Site”).



AGREEMENT




     NOW, THEREFORE, in consideration of the premises and mutual covenants in this Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:


1. DEFINITIONS. Capitalized terms not defined within this Agreement, when used in this
Agreement, have the respective meanings set forth on Schedule 1 attached hereto and
incorporated herein by this reference.



2. GRANT OF LICENSE. Upon satisfaction of the Conditions Precedent, and subject to the
restrictions, limitations, reservations, terms and conditions of this Agreement, WPT hereby


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grants to WagerWorks, and WagerWorks hereby accepts, for the “Term” (as defined in Paragraph 9
hereof) of this Agreement a personal, non-transferable right to use and incorporate the Licensed
Property solely in connection with the development and operation of the WPT Gaming Site (the
“Licensed Rights”). WagerWorks shall not be entitled to sublicense any of the Licensed Rights.




     2.1 Restrictions on Licensed Rights.



          2.1.1 WagerWorks specifically understands and agrees that no rights are granted herein with
respect to any trademarks, logos, copyrights or other intellectual property rights owned by WPT
other than those specifically included in the Licensed Property as identified on Exhibit A,
it being understood that all rights in and to said properties are reserved exclusively to WPT.
Furthermore, WagerWorks hereby acknowledges and agrees that (A) the Licensed Property has or
potentially may have, many uses; (B) the license granted to WagerWorks is a limited field-of-use
license and WagerWorks may use the Licensed Property only for such limited use and for no other
use; and (C) WPT reserves and retains all other rights to the Licensed Property not expressly
licensed to WagerWorks hereunder. WagerWorks shall not make use of any of the Licensed Rights
licensed hereunder except in strict compliance with the provisions of this Agreement or as may be
otherwise expressly authorized in writing by WPT.



          2.1.2 WagerWorks will (and shall ensure that its parent and affiliated companies) comply with
all applicable laws and regulations (including, without limitation, all Gaming laws and
regulations) in the performance of its obligations and the exercise of its rights hereunder
(including, without limitation, the Licensed Rights).



     2.2 License to Third Parties During Term. WPT is not prevented from using or granting
third parties the right to use the Licensed Property in any manner and for any purpose whatsoever
other than as expressly limited by Section 2.3 hereof.



     2.3 Exclusivity. During the Term, WPT will not operate, or enter into any other
operating agreements with any other person or entity for the purpose of hosting or operating, a
“World Poker Tour” branded commercial Gaming Internet site (i.e., a “World Poker Tour” branded
Internet Gaming site that shares revenue for Gaming operations with WPT). Notwithstanding anything
to the contrary, the Parties agree that the exclusivity restrictions set forth herein shall not
apply to any “World Poker Tour” branded Internet site that provides skill based games (as opposed
to games with random based outcomes); provided, however, that the exclusivity restrictions set
forth in this Section 2.3 shall be applicable to “World Poker Tour” branded Internet Gaming sites
that provide poker Gaming, despite the fact that poker is a skill based game. If WagerWorks does
not permit wagering on the WPT Gaming Site from a particular jurisdiction where Internet Gaming is
legal (the “Unexploited Territory”) for any reason other than WPT’s refusal to approve wagering
from such Unexploited Territory (e.g. WagerWorks elects not to operate a WPT Gaming Internet site
in such jurisdiction; WagerWorks elects not to allow wagering on the WPT Gaming Site from such
jurisdiction; WagerWorks is unable to obtain the required licenses necessary to operate in, or
provide wagering on the WPT Gaming Site from, such jurisdiction) then WPT shall be free to operate
(or enter into an agreement with third parties for the purpose of operating) such a “World Poker
Tour” branded Internet site servicing the Unexploited Territory; provided that, WPT will give
WagerWorks



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written notice and a sixty (60) day period within which to start providing wagering on the WPT
Gaming Site from such Unexploited Territory prior to operating or entering into an agreement with a
third party for the purpose of operating, a “World Poker Tour” branded commercial Gaming Internet
site that permits wagering from the Unexploited Territory. Notwithstanding anything herein to the
contrary, WPT shall not be restricted from operating or hosting, or authorizing any other party to
operate or host, non-gambling (i.e., no wagering or betting with actual money; for example,
participant’s of WPT’s premium site shall be entitled to play poker hands and other games so long
as there is no wagering or betting with actual money) Internet Sites, including without limitation,
whether or not such sites utilize the “World Poker Tour” brand or whether or not such sites include
non-gambling simulations of casino games, so long as such sites do not directly promote, market or
direct users to any online Gaming site other than the WPT Gaming Site (it being acknowledged that
such sites may nevertheless promote, market and/or direct users to non-gambling Internet sites).



     2.4 Quality Standards. WagerWorks shall maintain high quality standards, consistent
with the good name and reputation of WPT, for all of the goods and services offered by it in
connection with the Licensed Rights, which will be substantially equivalent to or stricter than
those standards used by WPT for the goods and services offered by it in connection with the
Licensed Property, as may be advised in writing by WPT to WagerWorks from time to time. WPT shall
have the right, at any time, to reasonably modify or supplement the quality standards to be
maintained by WagerWorks by providing written notice thereof to WagerWorks. WagerWorks
acknowledges that if such goods and services are of inferior quality in any respect, the
substantial goodwill which WPT has built up and now possesses in the Licensed Property will be
impaired. WagerWorks shall at all times act in a manner consistent with the highest standards of
fair trade, fair competition and business ethics in connection with the exercise of its rights and
the performance of its obligations hereunder.



     2.5 Intellectual Property Notices. WagerWorks will cause the following copyright
notice to be imprinted, prominently, irremovably and legibly on each and every embodiment of the
Licensed Property (e.g., the WPT Gaming Site and all promotional and advertising materials related
thereto): © 200___WPT Enterprises, Inc. (The year date shall be as instructed in writing by WPT).
WagerWorks warrants that it will cause the letters TM or the symbol ®, as specified by WPT, to be
imprinted, prominently, irremovably and legibly, directly after the trademark, each time each
trademark identified in Exhibit A is used by WagerWorks, together with, to the extent
reasonable and customary, the following Statement:
“_______[insert mark] is a trademark of
WPT Enterprises, Inc. used with permission. All rights reserved.” (The use of the letters TM or
the symbol ® shall be as instructed in writing by WPT.)



     2.6 License Fee. As consideration for WPT granting to WagerWorks the Licensed Rights,
WagerWorks will pay to WPT the “Participations” (as defined in Section 6 hereof) pursuant to and in
accordance with the terms of this Agreement. It is acknowledged that WPT is not making and has not
made any representation or warranty to WagerWorks whatsoever, express or implied, as to the future
business, results of operations, or prospects regarding the Licensed Property, or the success of,
or the amounts of receipts WagerWorks will derive (if any) from, the WPT Gaming Site.



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3. WPT GAMING WEBSITE.




     3.1 Development and Operation. WagerWorks will develop, create, implement, host,
manage, operate, maintain, repair, service and support the WPT Gaming Site at its own expense based
upon mutually agreed upon requirements and specifications (the “Agreed Specifications”) in a
manner consistent with the terms and conditions of this Agreement, including as necessary or
appropriate to ensure that the goodwill and public perception of the Licensed Property, including
the “personality, attitude, and visual form” of its use is consistent with the WPT’s existing and
future use of the Licensed Property. WagerWorks shall be responsible for obtaining access to the
Internet for the WPT Gaming Site. WPT shall at all times have final Approval over all elements and
content of the WPT Gaming Site. WagerWorks shall, at WagerWorks expense, comply with all
reasonable requests from WPT to improve the WPT Gaming Site so that it is a first class Gaming site
to the extent that such requests would not constitute “Custom Services” (as defined in Section
4.1). All requests to improve the site that constitute Custom Services shall be subject to the
terms and conditions set forth in Section 4. At all times during the Term, WagerWorks shall ensure
that the WPT Gaming Site is sufficiently accessible to users in order to satisfy the then existing
demand for access and use of the WPT Gaming Site.



          3.1.1 Project Manager. WPT shall appoint a project manager to work with WagerWorks
throughout the development process up to and including Launch and shall dedicate appropriate
resources to fulfill its responsibilities during the development process. WPT acknowledges that
failure to provide such resources may result in a delay of the Launch. WagerWorks will communicate
on a regular basis with the WPT appointed project manager to keep him or her apprised of the
progress of the development and projected launch of the WPT Gaming Site and will consult with and
seek the approval of such project manager as necessary or appropriate to comply with the terms of
this Agreement.



          3.1.2 Company Contacts. Within thirty (30) days following the date of this Agreement,
WPT and WagerWorks shall create a master list of key contact information to provide appropriate
access to key staff from each party. In addition, within thirty (30) days following the date of
this Agreement WPT and WagerWorks shall create escalation procedures (with contact information) to
deal with day-to-day procedures and problems, including, but not limited to, potential technical
problems, customer disputes and scheduled maintenance.



          3.1.3 Implementation. WagerWorks will consult with and keep WPT reasonably informed
of the status and progress of the development and implementation of the WPT Gaming Site.
WagerWorks shall first prepare a design for the WPT Gaming Site. This design shall include
drawings of the user interface, a schematic of how to navigate the WPT Gaming Site, a list of
hyperlinks and other components. WagerWorks shall be entitled to use a reputable third party
subcontractor to perform development work hereunder provided that such third party (i) executes a
letter in the form of Exhibit D attached hereto; (ii) supplies WPT with such information
concerning its business operations as WPT determines is reasonably necessary; and (iii) WagerWorks
shall remain primarily liable under all of the provisions of this Agreement and any default of this
Agreement by such third party shall be deemed a default by Licensee hereunder. In no event shall
the agreement with such third party include the right to further subcontract any of the development
work or sublicense any of the rights hereunder. Each week following execution of this Agreement
during which any development and/or testing hereunder



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remains uncompleted, and whenever else WPT shall reasonably request, WagerWorks shall contact, or
meet with WPT’s Project Manager or another designee of WPT, and report all tasks completed and
problems encountered relating to development and testing of the WPT Gaming Site. During such
discussion or meeting, WagerWorks shall advise WPT in detail of any recommended changes with
respect to remaining phases of development in view of WagerWorks’ experience with the completed
development. In addition, WagerWorks shall contact WPT’s project manager promptly by telephone
upon discovery of any event or problem that will delay development work, and thereafter promptly
confirm such report in writing. WagerWorks will provide WPT with access to online pre-launch
prototypes and beta tests. WagerWorks will incorporate all comments of and correct all errors
identified by WPT in connection with the WPT Gaming Site. WagerWorks agrees to comply with all
reasonable requests of WPT as to the manner of delivery of all items that are to be delivered to
WPT in connection with the WPT Gaming Site, which may include delivery by electronic means. Upon
request by WPT, but in no event later than Launch, WagerWorks shall deliver to WPT all Source
Materials.



          3.1.4 Software Applications.



               3.1.4.1 WagerWare. The WPT Gaming Site will include an online Gaming casino (the “WPT
Casino”). The WPT Casino will be based upon WagerWorks’ proprietary online Gaming casino suite
software application “WagerWare” (including all versions and updates thereto as they become
available to other WagerWorks’ customers). As part of the WPT Casino, WagerWorks will make
available on the WPT Gaming Site the entire core game library of casino type games (e.g., online
casino suite of games, online lottery suite of games, online arcade suite of games, and online
games room) available from WagerWorks from time to time during the Term, including, without
limitation, the games, features and functionality set forth on Schedule 2 attached hereto
and incorporated herein by this reference (which WagerWorks represents and warrants includes all
casino type games available from WagerWorks as of the date of this Agreement); provided, however,
that WPT shall have the right to Approve the specific games that are offered or presented for play
on the WPT Gaming Site. For the purposes of this Agreement, “Approval(s)”, “Approve” or “Approved”
shall mean WPT’s prior written consent, which may be given or withheld in WPT’s sole discretion.
WPT’s silence or failure to respond to a request for Approval shall in no event be deemed Approval.
For the avoidance of doubt, WPT’s Approval or disapproval of any matter (including, without
limitation, WPT’s Approval of any jurisdictions from which the WPT Gaming Site shall be accessible,
from which wagering shall be permitted, or from which it will be operated) shall not be deemed to
affect or alter any of Wager Works’ representations or warranties hereunder.



               3.1.4.2 Multi-Player Poker. The WPT Gaming Site will also include a multiplayer online
poker room (the “WPT Poker Room”) using the WagerWorks multi-player poker network and related
software application (the “Multi-Player Poker Application”). The features and functional
specifications of the Multi-Player Poker Application are set forth on Schedule 3 attached
hereto and incorporated herein by this reference.



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               3.1.4.3 License. WagerWorks hereby grants to WPT a royalty-free right and license to
use and exploit all Intellectual Property necessary or appropriate to use and access the WPT Gaming
Site, to perform its obligations hereunder, and to exercise its rights hereunder.



          3.1.5 Artwork. Promptly upon execution of this Agreement WPT will supply WagerWorks
with certain photographs, digital images, and related materials embodying the Licensed Property
selected by WPT (“Artwork”) for use in developing the WPT Gaming Site. WPT will provide additional
Artwork reasonably requested by WagerWorks to the extent WPT deems appropriate. WagerWorks shall
have the right to create, or have a third-party create, artwork in original form or artwork derived
from Artwork, which includes the Licensed Property for use in the WPT Gaming Site (“New Artwork”);
provided, however, that WagerWorks shall submit copies of any proposed New Artwork to WPT and
WagerWorks shall not use any such New Artwork until it is Approved by WPT. All Intellectual
Property rights (including but not limited to copyright and trademark rights) in the New Artwork
shall be owned by WPT as works-made-for-hire; provided, however, that the New Artwork shall for all
purposes of this Agreement be included in the definition of Licensed Property. If under any
applicable law any New Artwork is not deemed or otherwise considered a work-made-for-hire, then to
the fullest extent allowable and for the full term of protection under such applicable law
(including any and all renewals, extensions and revivals thereof), WagerWorks hereby assigns and
transfers to WPT all right, title and interest in and to such New Artwork.



          3.1.6 Hardware and Software Infrastructure. WagerWorks will, at its sole cost and
expense (other than any amounts specifically provided for in Section 6 hereof), procure, install,
implement, configure, maintain, manage, operate, repair, service, and support a hardware and
software infrastructure within which the WPT Gaming Site and the WPT Poker Room will operate, which
hardware and software infrastructure will conform to the Agreed Specifications and the quality
standards required hereunder.



          3.1.7 Connectivity: Subject to applicable laws and regulations, WagerWorks will
provide WPT with a standard Virtual Private Network connection giving WPT access to the “back-end”
of the WPT Gaming Site. However, should WPT require a T1 line or equivalent, it will be
facilitated at the sole expense of WPT.



          3.1.8 Launch Date. WagerWorks shall have the WPT Gaming Site and the WPT Poker Room
ready for Launch no later than ** , 2005 subject to extension for up to four (4) weeks for any of
the following:



               3.1.8.1 Qualification of the outstanding development requirements (i.e. custom content
development, system integration and website execution, etc.) agreed upon in writing by both parties
prior to January 31, 2005;



               3.1.8.2 WPT’s final Approval of the WPT Gaming Site (it being acknowledged that if WPT is
unwilling to Approve the WPT Gaming Site because the WPT Gaming Site is not in fact ready for
Launch or because WPT Gaming Site includes any defects, bugs or errors, then WPT’s unwillingness to
provide such Approval shall not be deemed to be the cause of the delay in the Launch); and



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               3.1.8.3 Other delays caused by factors that are either within the control of WPT or beyond the
control of either WagerWorks or WPT; provided that WagerWorks has used and will use its best
efforts to remedy such delays.



          3.1.9 Testing and Quality Assurance. The WPT Gaming Site and all components thereof
shall be thoroughly tested by WagerWorks and all necessary corrections as a result of such testing
shall be made prior to Launch. If at any time during the Term, WPT requests that WagerWorks
correct the WPT Gaming Site or a component thereof, WagerWorks shall within five (5) calendar days
of such notice, or such longer period as WPT may allow, correct such error and provide WPT with
satisfactory evidence of such correction. The correction and review procedure set forth in this
Section shall be repeated until such time as the WPT Gaming Site (or component thereof) is
corrected to WPT’s satisfaction.



     3.2 Operations and Hosting; Domain Name.



          3.2.1 WagerWorks will be responsible for all network administration and application operations
for the WPT Gaming Site, and for obtaining and maintaining website hosting for the WPT Gaming Site.
The WPT Gaming Site shall only be operated and hosted from the regulated jurisdiction of
Alderney, unless otherwise mutually agreed and Approved by WagerWorks and WPT, and shall only be
accessible for participants to wager on the site from jurisdictions in which it is legally
permissible to offer online commercial Gaming sites (collectively, the “Territory”); provided that
WPT shall have final Approval with respect to the particular jurisdictions in the Territory from
which the WPT Gaming Site is accessible for wagering. Notwithstanding the foregoing, the WPT
Gaming Site shall, subject to applicable law, be accessible from outside the Territory for
non-wagering purposes in all jurisdictions requested and approved by WPT. WagerWorks agrees that
the WPT Gaming Site will be of high quality and will be free of defects in material and workmanship
in all material respects. The WPT Gaming Site will conform in all respects to the functional and
other descriptions contained in the Agreed Specifications. WagerWorks shall at all times maintain
a complete and current (i.e., updated once per day) backup copy of the WPT Gaming Site. WagerWorks
shall take all commercially reasonable actions (including as requested by WPT) to ensure that that
no participants outside the Territory are able to wager on the WPT Gaming Site, including, without
limitation, as consistent with industry standards. Neither WagerWorks nor any of its parent,
subsidiary or affiliate companies shall advertise, promote, or solicit any wagering or Gaming
activity in connection with the WPT Gaming Site outside of the Territory.



          3.2.2 WPT will be responsible for obtaining and maintaining a domain name URL for the WPT
Gaming Site. WPT will grant WagerWorks the right to administer the domain name for the purpose of
changing the DNS to the hosting entity for the WPT Gaming Site.



     3.3 Technical Support and Maintenance. WagerWorks will, at its sole cost and expense,
provide ongoing operations, technical, hardware and software support and maintenance (including
error corrections and/or software updates, and such other modifications reasonably requested by
WPT) in connection with the WPT Gaming Site at all times during the Term. Without limiting the
foregoing, WagerWorks will be responsible for all repairs and customer service and support for the
WPT Gaming Site pursuant to the Service Level Agreement set forth



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on Schedule 5 attached hereto and incorporated herein by this reference, it being
acknowledged that the amounts set forth in Section 6 shall be deemed full compensation therefor.



     3.4 Customer Service: Customer Disputes. Customer service respecting the WPT Gaming
Site will be managed by WagerWorks, from their offices located at Blackburn House, 1 Warwick
Street, Leamington Spa, Warwickshire, England CV32 5LW, or such other location as determined by
WagerWorks. If WagerWorks relocates its customer service offices it will provide WPT with prior
written notice of the relocation and will provide the address and contact information for the new
location. WagerWorks shall have live customer service representatives available during all regular
business hours in the United Kingdom. WagerWorks shall have the authority to settle all customer
disputes claiming an amount not to exceed £ ** , individually, or ** % of the “Net Gaming Revenues”
(as defined in Section 6 hereof) for any calendar year, in the aggregate. The settlement of all
other claims and disputes shall be subject to the Approval of WPT.



     3.5 Licensing and Compliance. As provided in Section 3.2 hereof, initially, the WPT
Gaming Site will be operated from Alderney. WPT will be responsible for paying (i) the annual
licensing fee required by the Alderney Gaming Control Commission (“AGCC”), which amount shall not
exceed £75,000 ($135,000 USD) and which amount shall be paid prior to commencing the process of
filing for the license, and (ii) any associated investigative fees required by the AGCC, which
amount shall not exceed £15,000 and shall be paid as required by the AGCC. Without limiting the
foregoing, WagerWorks will be responsible for paying all compliance, testing, and certification
costs required by the jurisdiction for product/site approval and operation of the WPT Gaming Site.
It is acknowledged that in connection with WPT’s application to the AGCC, the AGCC will determine
whether WPT can apply as a “Business Associate” to Wager-Works or whether the AGCC will require WPT
to apply for a full Gaming license. WagerWorks and WPT will use commercially reasonable efforts to
have the AGCC to accept WPT as a “Business Associate” to WagerWorks. If WPT is not accepted as a
Business Associate and is not approved for a full Gaming license, then WPT shall be entitled to
terminate this Agreement upon notice to WagerWorks, and, as a result of such termination,
WagerWorks shall be entitled to retain that portion of the Development Fees and Infrastructure Fee
previously paid to WagerWorks as of such dated equal to the reasonable, expenses and costs actually
incurred by WagerWorks in connection with the development of the WPT Gaming Site; provided that the
remaining portion of the Development Fees and Infrastructure Fees, if any, shall be immediately
reimbursed to WPT.



     3.6 Launch Settings. On or before Launch, the parties shall mutually agree upon
settings and options relating to the WPT Gaming Site (including, the acceptance criteria and
configuration of WagerWare’s Player Verification application) (“Launch Settings”). On or before
Launch, the parties shall execute a document listing the Launch Settings and any subsequent changes
to the Launch Settings must be mutually agreed to in writing. In the event of a dispute with
respect to the Launch Settings, WPT’s decision shall be final and controlling.



     3.7 Participant Information. WagerWorks acknowledges that any information related to
the participants of the WPT Gaming Site, including but not limited to any personally identifiable
information (“Customer Information”), is the exclusive property of WPT. WagerWorks shall not, and
shall not permit any third party to, transfer or disclose any Customer Information to any



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other person or entity (i) without the prior written consent of WPT, (ii) unless required by law,
or (iii) at the request or with the consent of the applicable customer. Upon WPT’s request,
WagerWorks shall, if instructed by WPT, deliver copies of the Customer Information to WPT and, if
instructed by WPT, destroy any or all copies of Customer Information in WagerWorks’ possession or
control. WPT shall be entitled to create, implement, and amend the privacy policies for the WPT
Gaming Site as it deems appropriate. Notwithstanding the foregoing, WagerWorks may retain archival
and backup Customer Information (including transaction data) solely for use by WagerWorks to defend
against claims that WagerWorks failed to comply with this Agreement and applicable law; provided
that such Customer Information shall be maintained at all times in strict compliance with
applicable law and the confidentiality provisions of Section 16.4. Notwithstanding anything to the
contrary, WagerWorks shall (and shall ensure that its parent and affiliated companies) at all times
comply with all applicable laws in connection with its collection, handling and safeguarding of any
Customer Information.



     3.8 Terms of Use Statement. Promptly following execution of this Agreement, and prior
to Launch of the WPT Gaming Site, WPT and WagerWorks will draft a Terms of Use statement to be used
on the site the terms of which are to be mutually agreed upon; provided that in the event of a
dispute with respect thereto WPT’s decision shall be final and controlling. The WPT Gaming Site
will include in its Terms of Use statement a disclosure that Customer Information will be owned by
WPT and will be disclosed to and transferred to WPT for its retention and use in compliance with
the Terms and Use.



     3.9 Sports Book. If at any point in time during the twelve months following the
Effective Date WagerWorks has the existing infrastructure to make available a sports Gaming book on
the WPT Gaming Site, then, at WPT’s option, the parties shall enter into good faith negotiations
for a period of not less than thirty (30) days in order to reach terms and conditions relating to
the addition of a sports Gaming book on the WPT Gaming Site that are acceptable to WagerWorks and
WPT. If the parties are able to agree upon such mutually acceptable terms and conditions, then
WagerWorks shall make a sports Gaming book available on the WPT Gaming Site under such terms and
conditions. Provided that WagerWorks is not then operating or actively developing a sports Gaming
book for the WPT Gaming Site pursuant to a separate written agreement executed by each of the
Parties, then, notwithstanding anything to the contrary contained herein, WPT shall, without
limitation or restriction whatsoever, be entitled to operate, or engage a third party to operate, a
sports Gaming book to be included on either the WPT Gaming Site or an independent site. If
WagerWorks and WPT agree in advance that work must be provided by WagerWorks to support or
implement the third party administered WPT sports Gaming book, then the services rendered in
connection with such support or implementation will be subject to the terms of this Agreement,
except for the costs of such support or implementation and the revenue share in connection with
such operations, which will be subject to good faith negotiation.



     3.10 Promotions. Subject to the requirements of applicable law (including, the
approval of any host jurisdiction, if required), WPT and WagerWorks shall discuss services and
promotions to be incorporated into the WPT Gaming Site for the purpose of attracting and obtaining
new customers and maintaining existing customers (e.g., allowing customers to maintain funds in
established customer accounts and to transfer funds to other customer



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accounts); provided, however, that WPT’s determination with respect to any such services and
promotions shall be final and controlling.



     3.11 Merchant Banking Services. WagerWorks will provide and/or procure any necessary
or appropriate merchant banking services (acceptance and processing of credit card payments from a
reputable and financially responsible party), at its expense, in order to provide prompt and
reliable payment processing services in connection with the WPT Gaming Site. Wager-Works will
provide and/or procure payment processing services that are in full compliance with any applicable
laws (including any Gaming or other regulatory requirements).



     3.12 Insurance. WagerWorks agrees to obtain and maintain, at WagerWorks’ sole cost
and expense, errors and omissions insurance and a policy of insurance insuring against
those risks customarily under comprehensive general liability policies, including without
limitation, “product liability” and “completed operations” from a well-recognized insurance company
applicable to any claims, liabilities, damages, costs or expenses arising out of the development,
creation, implementation, hosting, management, operation, maintenance, repair, service and/or
support of the WPT Gaming Site. The policies shall name WPT, its parents, subsidiaries, affiliates
and divisions, and their respective directors, officers, employees, agents and representatives (the
“WPT Entities”) as additional insureds. The policy will provide for coverage of at least One
Million Dollars ($1,000,000) per occurrence. The insurance under such policy shall be primary
without right of subrogation. Within thirty (30) days following the execution of this Agreement by
WagerWorks, it shall provide certificates of insurance to WPT certifying that the WPT Entities and
any other entity specified by WPT have been added as additional insureds to each of the insurance
policies set forth above. The policies shall require that WPT receives at least thirty (30) days
prior written notice of cancellation, amendment or endorsement thereof. Upon receipt of any such
written notice of cancellation, WPT shall have the right to terminate the Agreement unless
WagerWorks provides WPT with proof of having obtained replacement insurance within twenty-one (21)
days from the date of such notification from the insurance carrier; provided that WPT shall have
the right to purchase replacement insurance from an insurance carrier of WPT’s choice and charge
WagerWorks for all costs thereof for the interim period prior such termination taking place.
WagerWorks agrees to pay all such costs immediately upon submission by WPT. Any claims covered by
WagerWorks’ insurance policies shall not be offset or reduced in any amount whatsoever by any other
insurance which the WPT Entities may independently maintain.



     3.13 [Intentionally omitted]




     3.14 Financial Assurances. At all times during which WagerWorks operates the WPT
Gaming Site from Alderney, WagerWorks shall (and shall ensure that its parent and affiliated
companies) comply with the applicable “Control System Guidelines for Interactive Gaming”
requirements of the Alderney Gaming Control Commission, including but not limited to maintaining on
a calendar monthly basis the following: (i) a ratio of [(total assets – total liabilities) ÷ total
liabilities] greater than 25%; (ii) current assets greater than its current liabilities; and (iii)
cash on hand in an amount greater than cash due to customers of the WPT Gaming Site. At all times
during which WagerWorks operates the WPT Gaming Site from any jurisdiction other than Alderney,
WagerWorks shall (and shall ensure that its parent and affiliated companies) comply with that
jurisdiction’s applicable rules, regulations and guidelines,



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including in particular any applicable financial systems and controls requirements; it being
acknowledged and agreed that the WPT Gaming Site may not be operated from a jurisdiction other than
Alderney without WPT’s approval.


4. CUSTOM SERVICES




     4.1 WPT Requested Custom Services. At WPT’s request, WagerWorks will provide custom
product development services to address unique product requests (i.e., custom games, features or
functions, which vary substantially from (i) the items provided for herein, (ii) items offered
generally by WagerWorks to its customers, and/or (iii) items that are otherwise part of WagerWorks’
then current product offerings) (the “Custom Services”). Unless agreed otherwise between the
parties, Custom Services will be provided to WPT on a time and materials basis and shall be subject
to the following:



          4.1.1 WPT will provide sufficient detail regarding any Custom Services request to enable
WagerWorks to assess the feasibility, resource requirements and overall cost of the request.



          4.1.2 WagerWorks will provide WPT with an implementation plan within 30 days of receiving such
a request, which plan will detail the implementation methodology, cost and delivery schedule and
set forth estimated costs based on time and materials burdened with a mutually agreed upon related
overhead cost.



          4.1.3 If WPT Approves the implementation plan, WagerWorks and WPT shall negotiate the terms
and conditions of such agreement relating to the development and implementation of such Custom
Services within each party’s customary parameters, which shall, without limitation, provide for (i)
the payment, if any, and/or apportionment of costs and expenses, if any, related thereto, (ii) the
payment, if any, and/or distribution of revenues, if any, generated therefrom, (iii) the
ownership/licensing structure related thereto (including the terns of licensing such rights to
third parties, if applicable and agreed), and (iv) such other terms and conditions customarily
included in similar agreements.



          4.1.4 If WagerWorks is unable or otherwise fails to provide any Custom Services requested by
WPT, or the parties are unable to agree upon mutually acceptable terms with respect thereto, WPT
shall be entitled to either (i) engage a third party to perform the requested services or (ii)
require WagerWorks to qualify and negotiate with a third party to perform the requested services on
terms to be agreed upon in advance by WPT. In either event, WagerWorks shall cooperate as
reasonably requested by WPT in connection with the performance of such services by WPT and/or such
third party.


4.2 General Intellectual Property Premise for Custom Services.




     4.2.1 The developed games owned or licensed by WagerWorks at the date hereof are listed and
described in Schedule 2 (the “WagerWorks Games”). Any new game developed independently of WPT
after the date hereof shall also be deemed to be a WagerWorks Game.



     4.2.2 Except as set forth in Section 4.2.3 below, all Intellectual Property rights (including,
without limitation, with respect to any artwork, graphical representations, digital



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images, play methodologies and game rules) arising from or developed in connection with any Custom
Services work requested or commissioned by WPT or developed in conjunction with WPT to the extent
that the Custom Services work represents a new game or product and/or incorporates any of the
Licensed Property or the goodwill associated therewith (a “WPT Product”) shall be owned exclusively
by WPT as a work made for hire. A game or product shall be deemed new if it is not based upon or
derived from a WagerWorks Game or if any one or both of the following attributes are altered
materially (i) the method of play and/or (ii) the pay table/reward structures. Schedule 6 contains
a list of all WPT Products as of the date hereof. For the avoidance of doubt, WagerWorks shall not
have any right to use a WPT Product other than in conjunction with the WPT Gaming Site as Approved
by WPT.



     4.2.3 The specific technologies that are employed to execute the WagerWorks Games along with
the resulting software product, including but not limited to, custom programming code (source and
object), random number generators and other game outcome methodologies (“Gaming Software”) will be
the property of WagerWorks and become part of WagerWare; subject to any rights granted to WPT
pursuant to any agreements relating to Custom Services as set forth in Section 4.1.3.



     4.2.4 Notwithstanding the foregoing, the parties may in a separate written agreement provide
for ownership of the results and proceeds of any Custom Services in a manner that differs from the
provisions of this Paragraph 4.2.


5. MARKETING. PROMOTION. AND ADVERTISING. WPT will be responsible for promoting,
marketing, and advertising the WPT Gaming Site. WagerWorks shall have a right of consultation with
respect to marketing, advertising, and promoting the WPT Gaming Site; provided that WPT’s
determination shall be final with respect thereto. WPT will use efforts it deems commercially
reasonable to market, advertise, and promote the WPT Gaming Site.



6. FEES AND PARTICIPATION.




     6.1 Development Fees. WPT will pay WagerWorks a one-time up front, all inclusive,
development fee of $ ** to develop, create, implement, host, manage, operate, maintain, repair,
service and support the WPT Casino on the WPT Gaming Site and a one-time up front, all inclusive,
development fee of $ ** to develop, create, implement, host, manage, operate, maintain, repair,
service and support the WPT Poker Room on the WPT Gaming Site (collectively the “Development
Fees”). The Development Fees shall be payable to WagerWorks 50% upon execution of this Agreement,
and the remaining 50% within 15 days after the successful Launch of the WPT Casino and the WPT
Poker Room, respectively.



     6.2 Hardware and Software Infrastructure. Work Poker Tour will pay WagerWorks a
one-time upon front, all inclusive, fee of $ ** for the cost of procuring and implementing the
hardware and software structure on which the WPT Gaming Site and WPT Poker Room Will run (the
“Infrastructure Fee”). The Infrastructure Fee shall be payable to WagerWorks 50% upon execution of
this Agreement, and the remaining 50% within 15 days after the successful Launch of both the WPT
Gaming Site and the WPT Poker Room.



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     6.3 Participation. WagerWorks shall collect all revenues from the operation and
exploitation of the WPT Casino, shall retain an amount equal to the applicable “WW Gaming
Percentage” (as defined in Section 6.3.1 hereof) of the “Net Gaming Revenue (as defined in Section
6.3.2 hereof), and shall pay an amount equal to 100% of the Net Gaming Revenue less the
applicable WW Gaming Percentage (the “WPT Gaming Percentage”) to WPT (such amounts payable to WPT,
the “Gaming Participation”). Additionally, WagerWorks shall collect all revenues from the
operation and exploitation of the WPT Poker Room, shall retain an amount equal to ** % of the “Net
Poker Revenue” (as defined in Section 6.3.3. hereof), and shall pay an amount equal to ** % of the
Net Poker Revenue to WPT (such amounts payable to WPT, the “Poker Participation”, and together with
the Gaming Participation, the “Participations”). Solely for the purpose of calculating the WW
Gaming Percentage and the WPT Gaming Percentage, the aggregate annual Net Gaming Revenue will be
reset to zero at the beginning of each year during the Term commencing on the anniversary of the
actual date of the Launch. WagerWorks shall hold all of the Net Gaming Revenue and Net Poker
Revenue in a segregated account and shall under no circumstances commingle the revenues from the
WPT Gaming Site with any other funds of WagerWorks, including, without limitation, revenues from
any other Gaming site owned or operated by WagerWorks or any other party.



          6.3.1. Gaming Percentages. The WW Gaming Percentage and the WPT Gaming Percentage
shall be calculated based on the annual Net Gaming Revenue as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Annual Net Gaming Revenue in GB £s	 	 	WW Gaming Percentage	 	 	 	WPT Gaming Percentage	 	 
	 	**
	 	 	**	 	 	 	**	 	 
	 	**
	 	 	**	 	 	 	**	 	 
	 	**
	 	 	**	 	 	 	**	 	 
	 





          6.3.2 Net Gaming Revenue. “Gross Gaming Revenue” means all Gaming revenues collected
by WagerWorks from customers of the WPT Casino. “Net Gaming Revenue” means Gross Gaming Revenue
less the following accountable amounts (the “Recoupable Amounts”):




	 	•  Free bets or other registration or deposit bonuses (e.g. t-shirts or other
merchandise giveaways); it being acknowledged that all such promotions shall be
subject to the mutual Approval of WPT and WagerWorks pursuant to and in accordance
with the terms of this Agreement;
	 
	 	•  Charge backs, and actual, reasonable, out-of-pocket, third party costs and
expenses incurred in connection with settling disputes and collecting monies owed;
	 
	 	•  Winner or success prizes and bonuses (e.g. payment of entry fees to WPT televised
poker tournaments or events), in lieu (in whole or in part) of existing game
outcomes or awards, whether such success prizes and bonuses are for specially held
online tournaments or events, based on success over the course of a certain period,
or otherwise; it being acknowledged that all such promotions shall be subject to the
mutual Approval of WPT and WagerWorks pursuant to and in accordance with the terms
of this Agreement;




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	 	•  Actual out-of-pocket expenses relating to progressive jackpots incurred in
connection with the WPT Casino, including but not limited to the initial jackpot
seed amount, funds fed to the “jackpot meter”, and the reset reserve required to
cover the next reset (it being acknowledged that the amount of such progressive
expenses shall be subject to the Approval of WPT);
	 
	 	•  Gaming taxes, levies, duties, licensing fees and regulatory fees actually paid to
governmental authorities (including any amounts payable by WPT pursuant to Section
3.5 hereof, amortized in equal monthly amounts over the 12-month period following
Launch);
	 
	 	•  Applicable “Content Licensing and Royalty Fees” for “Premium Games” (WagerWorks
warrants that it has obtained all necessary licenses to certain intellectual
property and game content from third parties (e.g., Action Gaming, Sony Pictures
Entertainment; FremantleMedia, and others) that has been or will be incorporated
into the Gaming content and that are available as part of WagerWare. WagerWorks
intends to secure additional third party intellectual property and content. Games
utilizing this intellectual property and content (“Premium Games”) typically require
the payment of royalties or licensing fees to third parties based on a percentage of
the win generated by the particular game (“Content Licensing and Royalty Fees”). In
the event WPT elects to include any Premium Games on the WPT Gaming Site, WagerWorks
shall pay the Content Licensing and Royalty Fees directly to the applicable third
party licensors of the Premium Games out of the Gross Gaming Revenue prior to the
calculation of WPT’s Participation); and
	 
	 	•  Other mutually agreed upon costs and expenses.





          6.3.2 Net Poker Revenue. “Net Poker Revenue” means the aggregate of the “Rake” and
“Tournament Fees” minus only “Royalties”, “Tournament Funding” and Recoupable Amounts,
where:




	 	•  	“Rake” is the net amount of participant wagers (the “pot”) retained by
the host of the particular poker room before paying out the poker hand winnings to
the wining participant;
	 
	 	•  	“Tournament Fees” are fees actually paid by tournament participants
unrelated to antes, stakes or wagers on poker hands (it being acknowledged that the
amount of the Tournament Fees shall be subject to the Approval of WPT);
	 
	 	•  	“Tournament Funding” are “freeroll” and “prize-added” amounts, success
prizes and/or bonuses contributed to the tournament awards by Wager-Works and WPT
(it being acknowledged that all aspects of the Tournament Funding, including
freeroll and prize-added amounts, shall be subject to the Approval of WPT);




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	 	•  	“Royalties” are each client’s pro-rata share of £.08 per hand, based on
the number of players participating in each hand; provided, however, that
WagerWorks represents and warrants that such £.08 per hand Royalty is the lowest
royalty applicable to any poker related Gaming site operated or hosted by
WagerWorks utilizing the Multi-Player Poker Application. (For clarification,
WagerWorks assesses a £.08 per hand royalty for each hand played. Players
participating in the hand may be accessing the hand from multiple player sites. If
four players are participating in a hand of poker and two players are from the WPT
Poker Room and two players are from a third-party poker room, £.04 of the royalty
will be deducted from WPT Poker Revenue and £.04 will be deducted from the
third-party poker revenue); and
	 
	 	•  	“Gaming Taxes” are taxes, levies, duties, licensing fees and regulatory
fees actually paid to governmental authorities for operating the WPT Poker Room.





     6.4 Most Favored Nations Provision. WagerWorks will provide WPT with financial terms
that are on an most-favored-nations basis with the financial terms offered to WagerWorks’ other
clients, customers, content partners and other joint venturers taking into consideration the
material business terms included in the terms and provisions of this Agreement, including: (i)
license fees for WagerWare and payment terms; (ii) license fees for the Multi-player Poker
application and payment terms; (iii) fees for hardware and software infrastructure and payment
terms; (iv) control of offering of WagerWorks core library of games, leisure games and premium
games; (v) revenue share of Net Gaming Revenue and related tiers; (vi) revenue share of Poker Room
Revenues and related tiers; (vii) WagerWorks services (development and implementation of sites,
support, maintenance, customer service, hosting and operating sites, etc.); (viii) other party
obligations (advertising, marketing, promotion, customer service, etc.); (ix) payment of AGCC fees;
(x) party responsible for AGCC or regulatory authority licensing process; (xi) initial term; (xii)
termination rights; (xiii) renewal period and party with option to renew; (xiv) exclusivity and
related restrictions; and (xv) obligations relating to integration, implementation of third party
applications.



     6.5 Payment. All Participations shall be due and payable monthly. WagerWorks shall
pay to WPT, no later than thirty (30) days after the last day of each calendar month, the total
amount of the Participations due and owing and payable to WPT pursuant to this Agreement during the
immediately preceding calendar month. All payments shall be made by certified check drawn on U.S.
funds payable to “WPT Enterprises, Inc.,” or wired into the following account: WPT Enterprises,
Inc.— Main Operating Account at ** ; provided, however, that WPT shall be entitled to designate
alternate account information or payment instructions by written notice to WagerWorks. All late
payments shall be subject to a late payment charge calculated at the rate of two percent (2%) per
month on all outstanding amounts from the date such payments are due until the date of payment to
WPT. However, if the amount of such late payment charge exceeds the maximum permitted by law for
such a charge, it shall be reduced to such maximum amount.



     6.6 Accounting; Auditing



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          6.6.1 Wager-Works will within thirty (30) days following the end of each calendar month
provide to WPT a full and accurate written statement of account (“Statement”), certified by an
authorized representative of WagerWorks, which details all Participations due and owing under this
Agreement in respect of the immediately preceding calendar month. The Statements shall be in such
form as WPT and WagerWorks shall agree, but at a minimum shall show for the relevant calendar
month, the Net Gaming Revenue generated by the WPT Gaming Site, and the amount and computation of
Participations payable. Each such Statement shall contain information in sufficient detail to
permit the accuracy of each Participation payment due and payable pursuant to this Agreement to be
readily determined. WagerWorks shall continue to send Statements and make payments to WPT
notwithstanding expiration or termination of this Agreement until all amounts due to WPT have been
paid in full



          6.6.2 WagerWorks will keep and maintain full, complete and accurate books of account and
records covering all transactions relating to this Agreement in sufficient detail to enable the
Participations payable hereunder to be determined and verified. WagerWorks shall permit such
records to be examined from time to time (up to a period of not less than three (3) years after the
expiration or termination of this Agreement) by authorized representatives of WPT, including such
independent auditors as WPT may designate, during usual business hours, to verify to the extent
necessary the operation and maintenance of the WPT Gaming Site, the use of the Licensed Property
and the payments required hereunder, and WPT and its representatives shall use reasonable efforts
to minimize any disruptions to WagerWorks’ business. Prompt adjustment shall be made by WagerWorks
to compensate for any errors or omissions disclosed by such examination. If the adjustment is more
than $10,000 or five percent (5%) of WPT’s Participations in WPT’s favor, then the out-of-pocket
costs of such examination shall be borne by WagerWorks. Such records shall be maintained by
WagerWorks for a period of not less than three (3) years following the expiration or termination of
this Agreement. In its discretion, WPT also may require that WagerWorks furnish financial reports
of WagerWorks’ financial status issued by a certified public accountant during the Term. It is
expressly understood and agreed by the parties hereto that all computations relating to
determination of the amounts of Participations due and payable pursuant to this Agreement shall be
made in accordance with recognized and generally accepted accounting principles as reflected in the
practice of certified independent public accountants of national reputation practicing in the
United States. WagerWorks hereby agrees to take no actions the purpose of which is to avoid paying
the Participations due under this Agreement.



     6.7 Value-added Taxation (VAT). WagerWorks believes that the Participations payable
by WagerWorks to WPT as stated above are not subject to value-added tax under Alderney law.
WagerWorks does not represent or warrant that the Participations are now, or in the future may be,
subject to value-added tax under Alderney law.



     6.8 Third Party Advertising and Sponsorship. The parties will discuss the terms of
any arrangements with respect to revenues received from third party advertisers in connection with
the WPT Gaming Site and the WPT Poker Room; provided that it is expressly acknowledged that WPT
shall have ultimate Approval over any advertising arrangements. It is contemplated that WPT would
be entitled to ** % of the revenues received from third party banner advertisements and WagerWorks
would be entitled to the remaining ** % thereof (after the off-the-top deduction of all third party
costs and expenses). WPT shall control all arrangements



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with, and be entitled to 100% of the revenues received from, third party sponsors of, or
co-promotion initiatives in connection with, the WPT Gaming Site.


7. INTELLECTUAL PROPERTY.




     7.1 Licensed Property. WagerWorks acknowledges the value of the goodwill associated
with the Licensed Property and that the Licensed Property is unique and original and that WPT is
the owner thereof. WagerWorks hereby agrees that the Licensed Property is, and shall remain, the
property of WPT, and that WagerWorks obtains no right, title, interest or license in or to any of
such Licensed Property except for the limited rights expressly set forth in Section 2 of this
Agreement. WagerWorks shall not dispute or contest, directly or indirectly, WPT’s ownership of the
Licensed Property, WPT’s exclusive right to use the Licensed Property, subject to this Agreement,
the validity of any Intellectual Property included in the Licensed Property, or WPT’s ownership
thereof, nor shall WagerWorks assist others in doing so. All uses of the Licensed Property shall
inure to the benefit of WPT. WagerWorks hereby agrees (i) not to use any other trademark, service
mark, logo, name, style, or identification on or in connection with the Licensed Property without
WPT’s prior written Approval in each case; (ii) that WPT is the owner of the Licensed Property and
that WagerWorks has no ownership or beneficial right or interest in or to the Licensed Property,
other than the licenses expressly granted in this Agreement; (iii) not to take any action that
would prejudice or interfere with the validity or ownership of the Licensed Property; (iv) not to
use any trademark, service mark, logo, name, style or identification which is a variant, colorable
imitation, translation and/or simulation of the Licensed Property and/or any items that are
confusingly similar thereto; and (v) not to seek registration of any of the Licensed Property or
any variant, colorable imitation, translation and/or simulation thereof anywhere in the world.
WagerWorks further agrees that any and all Artwork and other derivatives of the Licensed Property
created, utilized, approved and/or authorized for use hereunder by WPT in any other materials
(including any advertising, marketing, instructional or promotional material) which otherwise
features or includes the Licensed Property shall be owned in its entirety exclusively by WPT.
WagerWorks hereby irrevocably assigns to WPT any and all ownership, beneficial, Intellectual
Property, goodwill or other rights or interests which WagerWorks has, or may have at any point in
time, in the Licensed Property, the Artwork. and/or the New Artwork.



     7.2 Approval. WagerWorks acknowledges and agrees that each specific use of the
Licensed Property in connection with the WPT Gaming Site, and any materials related thereto
(including any advertising, marketing, instructional or promotional material), is subject to WPT’s
prior written Approval as to acceptable standards of concept, quality, style, and appearance. WPT
shall promptly evaluate any samples of proposed uses of the Brand submitted to it by WagerWorks,
and will use reasonable efforts to Approve or disapprove any such submitted samples in writing
within twenty (20) business days after receipt of any such items. Without limiting the generality
of the foregoing, the use of the Licensed Property must at all times comply with the specifications
set forth in the Style Guide attached hereto as Exhibit B and incorporated herein by
reference. In order to ensure WagerWorks’ compliance with the terms of this Agreement, WagerWorks
hereby agrees that WPT shall have the right, but not the obligation, at its expense, at all times
and upon reasonable notice, to inspect, at reasonable times, either itself or through its duly
authorized representatives, all or any portion of WagerWorks’ books, records and facilities with
regard to the development and/or operation of the WPT



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Gaming Site, WagerWorks’ use of the Licensed Property and/or Licensed Right, WagerWorks’ compliance
with this Agreement. WPT’s failure to exercise its rights pursuant to this Section shall not
relieve WagerWorks of any of its obligations, representations or warranties hereunder.



     7.3 Further Revisions. After receiving Approval from WPT for any proposed use of the
Licensed Property, WagerWorks will not change its use in any material respect without the prior
written consent of WPT. If any of the proposed uses or related materials distributed by WagerWorks
fails to demonstrate conformance with the samples previously Approved by WPT, then WPT may require
that WagerWorks bring any such non-complying uses and related materials into compliance within
three (3) days after receipt of written notice from WPT.



     7.4 Brand Protection and Policing. WPT and WagerWorks will reasonably cooperate to
ensure that third parties do not unlawfully infringe, dilute, misappropriate, impair or violate
(“Infringe” or “Infringement”) the Licensed Property or engage in any acts of unfair competition
involving the Licensed Property. WagerWorks will promptly notify WPT of any such Infringements by
third parties that come to its attention. WPT retains all rights to file any trademark and
copyright applications and obtain registrations with regard to the Licensed Property; provided that
WPT has no obligation to file trademark or copyright applications. WPT retains, in its sole
discretion, all decisions regarding intellectual property matters relating to the Licensed
Property, including but not limited to whether to file, where and when to file, whether to defend
or abandon, and whether to maintain trademark and copyright registrations applications. WPT will
use good faith efforts to monitor and police any Infringement of the Licensed Property consistent
with WPT’s global strategy for protecting and enforcing WPT’s intellectual property rights.
Notwithstanding the foregoing, WPT shall determine what action, if any, it elects to take with
respect to any such Infringement or unfair use and shall be under no obligation to take any action
at WagerWorks’ request. WPT shall have the exclusive right, exercisable at its reasonable
discretion, to institute in its own name, and to control, all actions against third parties
relating to WPT’s copyrights, trademarks, and other proprietary rights in and to the Licensed
Property, at WPT’s expense. With respect to any such actions, WPT shall employ counsel of its own
choice to direct the handling of the litigation and any settlement thereof. WPT shall be entitled
to receive and retain all amounts awarded, if any, as damages, profits or otherwise in connection
with such suits. WagerWorks shall not, without WPT’s prior written consent institute any suit or
take any action on account of such Infringements, acts of unfair competition or unauthorized uses.
If, with WPT’s consent, WagerWorks institutes, at its sole cost and expense, such a suit or action,
WagerWorks shall be entitled to recover all reasonable costs and expenses incurred in such suit or
action from any financial recovery awarded or obtained.



     7.5 Intellectual Property Ownership. Without limiting the provisions of Sections 7.1
through 7.4 hereof, the Parties acknowledge and agree as follows:



          7.5.1 WPT Intellectual Property. WPT shall be and remain the owner of (i) all
Intellectual Property rights owned by WPT (or by any WPT subsidiary or affiliate) on or prior to
the commencement of this Agreement, (ii) all Intellectual Property rights obtained or developed by
or for WPT (or by or for any WPT subsidiary or affiliate) during the Term, and (iii) all
Intellectual Property rights that constitute Derivative Works of those items included in either
clause (i) or (ii) of this Section 7.5.1 (collectively, “WPT IP”). Except for the Licensed Rights



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(subject to and in accordance with the terms and conditions hereof), WagerWorks will have no rights
to exploit for itself or any third party WPT IP during the Term or after the termination or
expirations of this Agreement. Additionally, WPT shall own all right, title and interest in and to
all domain names (including all Intellectual Property rights related thereto) registered by or for
the benefit of WPT and from which the WPT Gaming Site is accessible or redirected.



          7.5.2 Third Party Intellectual Property. Except as provided for in this Agreement
(e.g. Premium Games, if licensed for the WPT Gaming Site), WPT will have no rights to exploit for
itself any third party intellectual property controlled by WagerWorks during or following the
termination of this Agreement.



          7.5.3 WagerWorks Intellectual Property. WagerWorks shall be and remain the owner of
(i) all Intellectual Property rights owned by WagerWorks (or by any WagerWorks subsidiary or
affiliate) on or prior to the commencement of this Agreement, (ii) all Intellectual Property rights
obtained or developed by or for WagerWorks (or by or for any WagerWorks subsidiary or affiliate)
during the Term, and (iii) all Intellectual Property rights that constitute Derivative Works of
those items included in either clause (i) or (ii) of this Section 7.5.3 (collectively, “WW IP”).
Except as provided for in this Agreement, WPT will have no rights to exploit for itself or any
third party such WW IP during the Term or after the termination or expirations of this Agreement.
For the avoidance of doubt, all computer programs (including all source and object code therein)
created by WagerWorks and derived from the WW IP for the WPT Casino and the WPT Poker Room, other
than and excluding any programs derived from the WPT IP (which shall be WPT IP), shall be deemed to
be WW IP; provided, however, that the ownership of the results and proceeds of the Custom Services
shall be governed by Paragraph 4.2 hereof.



          7.5.4 Further Assurances. Each Party shall execute and deliver to the other Party, in
such form as it may reasonably request, all instruments necessary to effectuate, confirm, vest,
maintain and protect such Party’s respective Intellectual Property rights as set forth in this
Article 7 (including, without limitation, all of WPT’s right, title and interest in the Licensed
Property, the Customer Information, the New Artwork and the Custom Works). Additionally,
WagerWorks shall execute and deliver to WPT, in such form as it may reasonably request, all
instruments necessary to (i) record WagerWorks as a registered user of any trademarks pursuant to
this Agreement (it being acknowledged that such registration shall be handled by attorneys selected
or Approved by WPT), or (ii) cancel any such registration upon expiration or termination of this
Agreement or otherwise. Each Party hereby irrevocably appoints the other Party as its agent and
attorney-in-fact to execute such instruments on its behalf. The obligations under this Section
7.5.4 shall survive any expiration or termination of this Agreement.



     7.7 General Public Rights. Subject to the terms of any Section 16.4 hereof with
respect to confidentiality, nothing in this Agreement shall limit the use of any material by either
WPT or WagerWorks that such parties would enjoy as a member of the general public.


8. REPRESENTATIONS AND WARRANTIES.




     8.1 Representations and Warranties of WPT.



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          8.1.1 WPT represents and warrants to that it has the authority, power and right to license the
Licensed Rights to WagerWorks for the Term in accordance with the terms and provisions of this
Agreement.



          8.1.2 WPT represents and warrants that: (i) it has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder, and to consummate the transactions
contemplated hereby and thereby; (ii) the execution and delivery of this Agreement and the
performance by WPT of its obligations hereunder, and the consummation of the transactions
contemplated hereunder, have been duly authorized by WPT; (iii) this Agreement upon execution and
delivery by WPT will constitute the legal, valid and binding obligations of WPT, enforceable
against WPT in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting creditors’ rights generally or by general
principles of equity; and (iv) WagerWorks’ use of the Licensed Property, subject to and in
accordance with the terms and provisions of this Agreement, will not infringe the Intellectual
Property rights of any third party.



     8.2 Representations and Warranties of WagerWorks.



          8.2.1 WagerWorks represents and warrants that it has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder, and to consummate the transactions
contemplated hereby and thereby. The execution and delivery of this Agreement and the performance
by WagerWorks of its obligations hereunder, and the consummation of the transactions contemplated
hereunder, have been duly authorized by WagerWorks. This Agreement upon execution and delivery by
WagerWorks will constitute the legal, valid and binding obligations of WagerWorks, enforceable
against WagerWorks in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally or by
general principles of equity. WagerWorks represents that, to the extent Approved by WPT,
WagerWorks will make available for use on the WPT Gaming Site the entire core game library of
casino type games available on WagerWare as of the date of this Agreement and/or available on
WagerWare at any time during the Term of this Agreement (e.g., online casino suite of games,
Premium Games, online lottery suite of games, online arcade suite of games, and online games room).



          8.2.2 WagerWorks represents and warrants that the operation of the WPT Gaming Site and the WPT
Poker Room, and the performance of all services by WagerWorks, shall at all times comply with all
applicable laws, rules, orders and regulations. Except as expressly set forth herein, WagerWorks
shall pay and be solely responsible for all costs and expenses associated with such compliance.



          8.2.3 WagerWorks represents and warrants that: (i) the making of this Agreement by WagerWorks
does not violate any agreement, right or obligation existing between WagerWorks and any other
person, firm or corporation; (ii) WagerWorks is authorized to develop, create, implement, host,
manage, operate maintain, repair, service and support the WPT Gaming Site; (iii) the WagerWorks
shall not use the Licensed Property in a manner derogatory to WPT; (v) the WagerWorks shall not
alter the Licensed Properties or manipulate any of the image(s) and/or element(s) featured therein
in a manner other than that pre-Approved in writing by WPT; (iv) the Licensed Property shall not be
used for promotional or publicity purposes for



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the WPT Gaming Site, including, without limitation, print ads, brochures and the like, except as
specifically permitted herein or pre-Approved in writing by WPT; (v) WagerWorks shall not use WPT’s
names or logos, the title of the Licensed Property, or the name of any person or entity related to
the Licensed Property, including, without limitation, the persons featured in, responsible for, or
related to the Licensed Property, for any purpose except as pre-Approved in writing in connection
with the WPT Gaming Site; (vi) WagerWorks shall not authorize any third party to use the Licensed
Property; (vii) neither the WPT Gaming Site nor any of the Intellectual Property used in connection
therewith (including, without limitation, WagerWare, the WPT Multi-Player Poker Application and any
Premium Games) do or shall Infringe upon the trademark, trade name, copyright, patent, civil or
property right, right of privacy or publicity, moral rights of authors or any other right of any
person, firm, corporation or other entity; provided, however, that this representation and warranty
shall not apply to materials constituting Licensed Property; and (viii) WagerWorks shall not
include the name, logo or trademark of a third party on the Licensed Property, or any advertising
or promotional materials related to the Licensed Property without the prior written Approval of
WPT.


9. TERM. The term of this Agreement shall commence as of the date of this Agreement and
continue until the earlier of (i) the date that is three (3) years from the date of Launch and (ii)
the date that is three (3) years and six months from the date of this Agreement (the “Term”). The
Term will automatically renew for consecutive additional one year periods unless either party
provides the other with written notice otherwise at least 90 days prior to the end of the then
current Term. For the avoidance of doubt, the parties’ respective indemnification obligations
hereunder shall survive any expiration or termination of this Agreement.



10. TERMINATION.




     10.1 Termination by WPT



          10.1.1 For Cause. In addition to any and all other remedies available to WPT
hereunder, WPT may terminate this Agreement without penalty by giving WagerWorks written notice of
a “Default” (as defined below). In the event any of Default, WPT shall give a Notice of Default
and Termination (the “Default Notice”) in writing to WagerWorks. Except for Sections 10.1.1(v) and
(vi) below, which are not subject to these cure provisions, the first time any Default is
identified in a Default Notice, WagerWorks shall have a one time right to cure such Default within
thirty (30) days from the date the Default Notice is sent to WagerWorks (the “Cure Period”)
provided that such Default is capable of being cured in Cure Period. Thereafter, any Default which
already has been identified in any Default Notice is not subject to these cure provisions. If
WagerWorks fails to cure or is unable to cure the Default within the Cure Period or if the Default
is not subject to these cure provisions, this Agreement shall thereupon immediately terminate, and
any and all payments then or later due from WagerWorks, including without limitation, any portion
of the Participations, that had, as of such time, not been paid to WPT hereunder shall be promptly
due and payable in full. For the purposes of this Section 10.1.1, “Default” shall mean the
occurrence of any one or more of the following events: (i) WagerWorks fails to perform any of its
material obligations, covenants or agreements provided for in this Agreement, including any failure
to satisfactorily maintain a substantially error free version of the WPT Gaming Site, comply with
the Service Level Agreement, and/or to make any payments due hereunder on the date due including,
without limitation, the payment of the



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Participations; (ii) any of WagerWorks’ representations or warranties hereunder fails to be true
and accurate at any time during the Term; (iii) WagerWorks fails to deliver to WPT or to maintain
in full force and effect the insurance referred to in Section 3.12 hereof; (iv) WagerWorks or the
WPT Gaming Site becomes subject to an investigation or formal proceeding by any governmental agency
or authority that substantially impairs WagerWorks’ ability to perform its obligations hereunder,
or in the good faith opinion of WPT could materially impair the goodwill of the Licensed Property
or the good name of WPT, or subject WPT or its representatives to any civil or criminal fine,
penalty or punishment, (v) WPT discovers any facts (including any change in applicable law) that
cause WPT’s counsel to conclude that the WPT Gaming Site and/or the performance of this Agreement
is in contravention of applicable laws or regulations; (vi) WagerWorks fails, in its operation of
the WPT Gaming Site or otherwise, to comply with any applicable laws or regulations, or any
governmental agency or authority finds that the WPT Gaming Site is being operated in contravention
of any applicable laws or regulations; (vii) WagerWorks is unable to pay its debts when due, or
makes any assignment for the benefit of creditors, or files any petition under the bankruptcy or
insolvency laws of any jurisdiction, county or place, or has a receiver or trustee appointed for
its business or property, or is adjudicated a bankrupt or an insolvent, or has substantially all of
its assets seized or attached or is liquidated or dissolved; (viii) the Launch does not occur
within the time period provided for in Section 3.1.7 hereof; (ix) individuals place wagers on the
WPT Gaming Site from outside the Territory; (x) WagerWorks directly or indirectly takes any action
which negatively affects or impacts the good name, goodwill or reputation of WPT or otherwise
impairs any Intellectual Property rights of WPT; or (xi) the use of any Intellectual Property in
connection with the WPT Gaming Site, excluding any Intellectual Property provided by WPT, Infringes
the Intellectual Property rights of any third party.



          10.1.2 Termination for Convenience; Early Termination Penalty. Notwithstanding the
foregoing, during the initial three year Term of this Agreement, WPT shall have the right to
terminate this Agreement without cause (“Without Cause Termination”) after the earlier of (i) the
date that is one year after the Launch and (ii) the date that is eighteen months after the
execution of this Agreement (the earlier of (i) and (ii), the “Trigger Date”), subject to three
months written notice and payment of the “Termination Penalty” (as defined below). With respect to
any extension Term of this Agreement, if any, WPT shall be entitled to terminate this Agreement at
any time without payment or penalty upon three months prior written notice. For purposes of this
Section, the “Termination Penalty” shall mean (A) an amount equal to $225,000 if WPT exercises the
Without Cause Termination within one year after the Trigger Date, (B) an amount equal to $125,000
if WPT exercises the Without Cause Termination on a date between one and two years after the
Trigger Date, or (C) an amount equal to $75,000 if WPT exercises the Without Cause Termination on a
date between two and three years after the Trigger Date.



     10.2 Termination and Suspension by WagerWorks.



          10.2.1 Termination For Cause. In addition to any and all other remedies available to
it hereunder, if WPT is in material breach hereof, WagerWorks may terminate this Agreement without
penalty by giving WPT prior written notice of the breach, specifying the alleged breach,
termination to be effective at midnight on the thirtieth (30th) day following the date
of written



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notice to WPT of the breach and WagerWorks’ intention to terminate unless during the 30-day period
WPT cures the material breach.



          10.2.2 Regulatory Compliance. In addition to any and all other remedies available to
it hereunder, WagerWorks may, upon written notice to WPT, suspend this Agreement in the event that
in the written opinion of WagerWorks attorneys at law setting forth the facts upon which such
opinion was substantiated, WagerWorks association with WPT in connection with the WPT Gaming Site
or this Agreement could jeopardize the Gaming licenses, permits, or status of WagerWorks or any of
its affiliates, with any gaining commission, board, or similar regulatory or law enforcement
authority. The parties shall discuss such facts in good faith and will attempt to resolve any
problems and concerns relating to such facts in a manner that is mutually beneficial to the
Parties.



     10.3 Effect of Termination. On expiration or termination of this Agreement, the
Licensed Rights herein granted shall immediately revert to WPT and WagerWorks shall have no further
right to exercise the Licensed Rights licensed hereunder or otherwise acquired pursuant to this
Agreement. WPT will immediately discontinue its marketing services, but will continue to provide
its financial processing services until all wagers and related amounts placed at risk and subject
to this Agreement prior to the expiration or termination of this Agreement are collected and
distributed. Except as expressly provided otherwise, all amounts payable under this Agreement will
become immediately due and payable to the applicable Party. WagerWorks will immediately stop the
development, display, and presentation of the WPT Gaming Site and shall send WPT a complete
accounting with fill payment due, within thirty (30) days after such expiration or termination of
the Agreement. WagerWorks will immediately stop use and display of all WPT IP (including the
Licensed Property) in any form or medium. WPT will immediately stop use and display of any WW IP.
All Artwork and other materials that relate to or incorporate the Licensed Property that are in
WagerWorks’ possession or control shall be immediately returned to WPT. WagerWorks agrees that (i)
its failure to cease the development, game play, presentation or display of the Licensed Property
and the WPT Gaming Site following the expiration or termination of this Agreement will result in
immediate and irreparable damage to WPT, (ii) there is no adequate remedy at law and (iii) in the
event of such failure, WPT may seek injunctive relief. Notwithstanding anything to the contrary,
in connection with any expiration or termination of this Agreement, WagerWorks shall cooperate as
reasonably requested by WPT in order to ensure a smooth, seamless, and transparent transition
(including from the perspective of the WPT Gaming Site users) in the event WPT desires to develop,
operate, or host (or authorize a third party to develop, operate or host) an online casino, poker
and/or other Gaming site (whether or not wagering is permitted on such site) without the
participation of WagerWorks; provided, however, that WagerWorks will invoice WPT, and WPT will
promptly pay WagerWorks, for any actual reasonable expenses it incurs in assisting with the
transition on a time and materials basis at its then current rates, and provided further, that if
WagerWorks is requested to continue to operate the WPT Gaming Site on behalf of WPT or any third
party during the transition period, the continued operation of the WPT Gaming Site will be in
accordance with the terms and conditions of this Agreement, notwithstanding its expiration or
termination.



     11. NEGATIVE COVENANTS. During the Term, WagerWorks shall not engage in any
business, objective, purpose or operation other than the business of developing, creating,



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implementing, hosting, managing, operating, maintaining, repairing, servicing and supporting
the WPT Gaming Site pursuant to and in accordance with the terms and conditions of this Agreement.
Additionally, without the consent of WPT WagerWorks shall not during the Term do any of the
following: make any change in its current capital structure; merge with, consolidate with, acquire
all or substantially all of the assets or capital stock of, or otherwise combine with, any person
or form or acquire any subsidiary; make or maintain any investment in any other person; create,
incur, assume or permit to exist any indebtedness in excess of the amount reasonably necessary to
comply WagerWorks’ obligations hreunder; guaranty or become a surety for the indebtedness of any
other person; enter into any lending transaction with any of its parent, subsidiary or affiliate
companies; create or permit to exist any lien, encumbrance or security interest on any of its
properties or assets (including any of the Licensed Rights or WagerWorks’ Intellectual Property
Rights); sell, transfer, convey, assign or otherwise dispose of all or a significant portion of its
assets or properties; cancel or waive any material claim or indebtedness owing to it; or take any
action that might result in WagerWorks’ inability to pay its debts as they come due or cause the
fair value of its liabilities to exceed the fair value of its assets and property.


12. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT
DAMAGES OR FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING FROM ANY CLAIM
RELATING TO OR ARISING OUT OF THIS AGREEMENT OR RESULTING FROM THE USE OF THE LICENSED RIGHTS
WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED ON, WARRANTY, CONTRACT, TORT OR OTHERWISE, EVEN IF AN
AUTHORIZED REPRESENTATIVE OF LICENSOR IS ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF THE SAME.



13. INDEMNIFICATION.




     13.1 By WagerWorks. Except for those matters for which WPT is obligated to indemnify
WagerWorks hereunder, WagerWorks agrees to indemnify, defend and hold harmless the WPT Entities, to
the greatest extent possible pursuant to applicable law, from and against any and all causes of
action, liabilities, claims, costs, damages and expenses (including reasonable attorneys’ fees)
arising out of, related to, or connected in any way to this Agreement, including without limitation
(i) the development, creation, implementation, hosting, management, operation, maintenance, repair,
service and/or support of the WPT Gaming Site and/or the performance of any of WagerWorks
obligations, covenants or agreements hereunder, (ii) WagerWorks’ failure to comply with applicable
laws and regulations, (iii) any allegation, investigation or determination that the WPT Gaming Site
violates any applicable laws and regulations, and/or (iv) any breach or Default by WagerWorks’
hereunder.



          13.1.2 If any claim is initiated or threatened (a “Claim”) against WPT with respect to which
WPT may make a demand for indemnity against WagerWorks pursuant to this Section, then WPT shall
give prompt written notice of such Claim to WagerWorks; provided, however, that the failure to so
notify WagerWorks shall not relieve WagerWorks from any liability under this Section unless, and
only to the extent that, such failure results in prejudice to or forfeiture of, substantive rights
or defenses of WagerWorks.



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          13.1.3 WagerWorks, at WagerWorks’ own expense, shall have the option to assume the defense of
such Claim. If WagerWorks assumes the defense of such Claim: (i) Wager-Works shall keep WPT
informed of all material developments and events relating to such Claim and WPT shall have a right
of meaningful consultation with respect to all decisions made in connection with the Claim; (ii)
WPT shall have the right to participate, at its own expense, in the defense of such Claim; (iii)
WPT shall cooperate as reasonably requested by WagerWorks (without requiring WPT to expend any
amounts) in the defense of such Claim; and (iv) WagerWorks shall not settle such Claim without the
prior written consent of WPT (which consent shall not be unreasonably withheld), except if such
settlement is for money damages alone. If Wager-Works fails to assume the defense of such Claim,
or fails to diligently defend such Claim, WPT may assume the defense of such Claim and WagerWorks
shall promptly reimburse WPT for all reasonable expenses (including reasonable attorneys’, experts’
and investigators’ fees) as such expenses are incurred, relating to the defense of such Claim,
Nothing herein shall prevent WPT from defending, if it so desires in its own discretion, any such
Claim, demand, suit or proceeding at its own expense through its own counsel, notwithstanding that
the defense thereof may have been undertaken by WagerWorks.



     13.2 By WPT. WPT shall indemnify, hold harmless and defend WagerWorks, and its
successors, assigns, parents, subsidiaries and affiliates, and its and their respective officers,
directors, employees and agents, from and against any and all causes of action, liabilities,
claims, costs, damages and expenses (including reasonable attorneys’ fees) arising out of, related
to, or in connection with (i) Infringement of any rights of any third party resulting from the
exercise of the Licensed Rights pursuant to and in accordance with this Agreement, (ii) WPT’s
failure to comply with applicable laws and regulations, and (iii) WPT’s breach of any of its
obligations or representations and warranties hereunder. The foregoing indemnity shall not be
construed to cover any claim with respect to which WagerWorks has committed to indemnify WPT under
Section 13.1 above.



          13.2.1 If any Claim is initiated against Wager Works with respect to which WagerWorks may make
a demand for indemnity against WPT pursuant to this Section, then WagerWorks shall give prompt
written notice of such Claim to WPT, provided, however, that the failure to so notify WPT shall not
relieve WPT from any liability under this Section unless, and only to the extent that, such failure
results in prejudice to or forfeiture of, substantive rights or defenses of WPT.



          13.2.2 WPT, at WPT’s own expense, shall have the option to assume the defense of such Claim.
If WagerWorks assumes the defense of such Claim: (i) WPT shall keep WagerWorks informed of all
material developments and events relating to such Claim; (ii) WagerWorks shall have the right to
participate, at its own expense, in the defense of such Claim; (iii) WagerWorks shall cooperate as
reasonably requested by WPT in the defense of such Claim; and (iv) WPT shall not settle such Claim
without the prior written consent of WagerWorks, which consent shall not be unreasonably withheld,
except if such settlement is for money damages alone. If WPT fails to assume the defense of such
Claim, or fails to diligently defend such Claim, WagerWorks may assume the defense of such Claim
and WPT shall reimburse WagerWorks for all reasonable expenses (including reasonable attorneys’
fees) as such expenses are incurred, relating to the defense of such Claim. Nothing herein shall
prevent WagerWorks from defending, if it so desires in its own discretion, any such Claim, demand,
suit or proceeding



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at its own expense through its own counsel, notwithstanding that the defense thereof may have been
undertaken by WPT.


14. REGULATORY COMPLIANCE. WPT acknowledges that WagerWorks operates under privileged
licenses in a highly regulated industry, maintains a compliance program to protect and preserve its
name, reputation, integrity, and goodwill through a thorough review and determination of the
integrity and fitness, both initially and thereafter, of any person or company that performs work
for WagerWorks or its respective affiliates, or with which those companies are otherwise
associated, and to monitor compliance with the requirements established by Gaming regulatory
authorities in various jurisdictions around the world. WPT will cooperate with WagerWorks and its
compliance committee as reasonably requested and will provide the committee with such information
as it may reasonably request on appropriate notice.



15. ASSIGNMENT. Its is acknowledged that the representations made by WagerWorks regarding
WagerWorks’ integrity and adherence to the highest standards of legal and regulatory compliance and
WagerWorks’ secure and trustworthy Gaming solutions were a material inducement to WPT entering into
this Agreement. Neither party may assign this Agreement without the prior consent of the other
(such consent not to be unreasonably withheld); provided, however, that (i) a corporate
restructuring, change of control, merger, or sale of all or substantially all of the assets of a
Party will not be deemed an assignment of this Agreement by such Party, and (ii) WPT may assign
this Agreement, in whole or in part, to any entity that is controlled by, or under common control
of WPT, where “control” means at least 50% voting control or equity ownership of that entity, so
long as (a) the transferee agrees to assume all obligations of the transferor under the Agreement,
and (b) the transferee remains liable for the performance of the obligations of the transferor
under the Agreement. Any purported assignment in contravention of the foregoing shall be deemed a
material breach of this Agreement and shall be void ab initio and of no force or effect.



16. GENERAL.




     16.1 No Waiver. No waiver or delay in enforcement of any breach of any term, covenant
or condition of this Agreement shall be construed as a waiver of any preceding or succeeding breach
of any other term, covenant or condition of this Agreement.



     16.2 Relationship of Parties. Except as specifically provided herein, neither of the
Parties shall act or represent or hold itself out as having authority to act as an agent or partner
of the other Party, or in anyway bind or commit the other Party to any obligations. Any such act
will create a separate liability in the Party so acting to any and all third parties affected
thereby. The rights; duties, obligations and liabilities of the Parties shall be several and not
joint or collective, and nothing contained in this Agreement shall be construed as creating a
partnership, joint venture, agency, trust or other association of any kind, each Party being
individually responsible only for its obligations as set forth in this Agreement.



     16.3 Severability. Should any provision of this Agreement be held by a court of
competent jurisdiction or any regulatory body to be illegal, invalid or unenforceable, such
provision may be modified by such court in compliance with the law and, as modified, enforced. All
other terms and conditions of this Agreement shall remain in full force and effect and shall



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be construed in accordance with the modified provision, as if such illegal, invalid or
unenforceable provision had not been contained herein.



     16.4 Confidentiality. Each Party acknowledges that, in the course of the performance
of this Agreement, such party (the “Receiving Party”) may obtain Confidential Information (e.g.,
the Customer Information) or materials from the other party (the “Disclosing Party”). The
Receiving Party shall, at all times both during the Term and for a period of 5 years thereafter,
keep all of Disclosing Party’s Confidential Information in confidence and trust. The Receiving
Party agrees (i) to maintain the Confidential Information with at least of the degree of care that
the Receiving Party uses to maintain its own confidential information; (ii) not to make use of or
reproduce Confidential Information (other than as permitted hereunder or to perform its obligations
hereunder); and (iii) to disclose the Confidential information to only those of its employees and
advisors who have a reasonable need to know it and are under a similarly protective obligation of
confidentiality; provided, however, that each party shall be entitled to make disclosures of
Confidential Information to the extent required by applicable law (including, without limitation,
as necessary to comply with any applicable securities law or similar reporting requirements). The
Receiving Party agrees to return to the Disclosing Party any written, printed or other materials
embodying such Confidential Information and/or materials, including all copies or excerpts thereof,
given to or acquired by the Receiving Party in connection with this Agreement upon the earlier to
occur of (i) the Disclosing Party’s request therefore, (ii) the point in time that the Receiving
Party no longer needs such information or materials in connection with the exercise of rights
hereunder, or (iii) the expiration or earlier termination of the Receiving Party’s rights
hereunder. The Receiving Party acknowledges that any breach of the foregoing will cause
irreparable injury to the Disclosing Party not readily measurable in monetary amounts;
consequently, the Disclosing Party shall, without waiving any other rights or remedies, be entitled
to injunctive and/or declaratory relief in connection with any breach or threatened breach hereof.
The parties hereto agree that the terms and conditions of this Agreement shall be deemed
confidential. Following the execution of this Agreement, the parties shall issue a mutually
approved press release regarding the consummation of the transactions contemplated by this
Agreement. Notwithstanding anything to the contrary, the parties may disclose information to the
extent required by law



     16.5 Choice of Law/Venue/Jurisdiction. This Agreement shall be construed under and
governed by the internal laws of the State of California applicable to contracts entered into
therein without giving effect to its conflicts of law provisions and by the laws of the United
States of America to the extent that those laws pre-empt California state law. With respect to any
matters not governed by Section 16.7 hereof, the Parties consent to, and submit themselves to, at
the discretion of the petitioner, the jurisdiction of either the Counties of San Francisco or Los
Angeles of the state courts of California and the federal courts located in the Northern or Central
Districts of the State of California. Each Party waives, to the fullest extent possible, any
defense of an inconvenient forum. A final judgment in any action or proceeding hereunder shall be
conclusive and enforceable in any other jurisdiction by suit on the judgment or by any other manner
permitted by law. If WPT is unable for any reason to serve valid process on WagerWorks, then
WagerWorks hereby each appoints The Phoenix Law Group of Feldman Brown Wala Hall & Agena, PLC
(Attention: Joel Agena, Esq.), to accept service of process on such Party’s behalf.



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     16.6 Change in Law: The parties will attempt to equitably adjust the terms of this
Agreement to take into account any Change in Law that materially and adversely alters the rights or
obligations of either party under this Agreement. For purposes of this Section: (i) “Law” means
any federal, state, local or other constitution, charter, act, statute, law, ordinance, code, rule,
regulation, order, specified standards or objective criteria contained in any applicable permit or
approval, or other legislative or administrative action of the jurisdictions from which the WPT
Gaming Site operate, or any state or any agency, department, authority, political subdivision or
other instrumentality thereof that has regulatory jurisdiction over the operation of the WPT Gaming
Site, or a decree or judgment or order of a court; and (ii) “Change in Law” means any (a) change in
or adoption of any Law, (b) change in the judicial or administrative interpretation of any Law, or
(c) change in the enforcement of any Law.



     16.7 Dispute Resolution. If there is any dispute between the parties arising out of
or otherwise relating to this Agreement the parties shall meet and negotiate in good faith to
attempt to resolve the dispute. If the parties are unable to resolve the dispute through direct
negotiations, then, except as otherwise provided herein, either party may submit the issue to
binding arbitration in accordance with the then-existing commercial arbitration rules of the
American Arbitration Association. The arbitration shall be conducted in either San Francisco or
Los Angeles, California, at the discretion of the petitioner, and conducted by a single arbitrator,
knowledgeable in the online Gaming industry. The arbitrator shall have the authority to fashion
any remedy available to the injured party under law, equity or this Agreement, but shall have no
authority to award any punitive or exemplary damages, vary or ignore the terms of this Agreement,
and shall be bound by governing and applicable law. Notwithstanding the foregoing, the parties
acknowledge and agree that provisions of this Paragraph 16.17 shall not apply to any disputes
relating to (i) WagerWorks’ use or alleged use of the Licensed Property in a manner which is not
expressly authorized hereunder and that any disputes relating thereto shall be subject to the
exclusive jurisdiction of the state courts of California in the County of Los Angeles and/or the
federal courts of the United States located in the Central District of the State of California, or
(ii) WPT’s use or alleged use of WW IP in a manner that is not expressly authorized hereunder and
that any disputes relating thereto shall be subject to the exclusive jurisdiction of the state
courts of California in the County of San Francisco and/or the federal courts of the United States
located in the Northern District of the State of California.



     16.8 Notices. Any notice required or permitted to be given hereunder shall be in
writing and shall be served upon the other by express carrier and shall be considered delivered
upon the earlier of receipt or two (2) business days after deposit with the express carrier,
whether or not the addressee signs for such. Such notices may alternatively be made by confirmed
facsimile transmission, or by express mail with confirmation by express carrier. Any notice to WPT
shall be addressed to :


WPT:



WPT Enterprises, Inc.

1406 Formosa Avenue

West Hollywood, CA 90046

Attention: Adam Pliska, Esq.



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General Counsel

Facsimile: (323) 850-2870


With copies to:



Sheppard, Mullin, Richter & Hampton, LLP

1901 Avenue of the Stars, Suite 1600

Los Angeles, CA 90067

Attention: Shaun Clark, Esq.

Facsimile: (310) 228-3701


or such other individual(s) or address(es) as may be designated in writing by WPT.



WagerWorks:



WagerWorks, Inc.

2339 3rd St.

Fourth Floor

San Francisco, CA 94107

Attn: President

Facsimile : (415) 522-0941

Telephone : (415) 625-8300


With copies to:



The Phoenix Law Group of Feldman Brown Wala Hall & Agena, PLC

8765 E. Bell Road, Suite 110

Scottsdale, AZ 85260

Attention: Joel J. Agena, Esq.

Facsimile: (480) 444-1270


or such other individual(s) or address(es) as may be designated in writing by WagerWorks.




     16.9 Headlines. The headings to the Articles, Sections, Subsections and Exhibits
contained herein or attached hereto are for identification purposes only and are not to be
construed as part of this Agreement. Unless otherwise stated, all references in this Agreement to
Articles, Sections, Subsections and Exhibits refer to Articles, Sections, Subsections and Exhibits
of this Agreement.



     16.10 Counterparts. This Agreement may be executed in one or more counterparts, any
one of which need not contain the signatures of more than one Party, but all of which, taken
together, shall constitute one and the same Agreement.



     16.11 Force Majeure. Neither party will be deemed in default of this Agreement to the
extent that performance of its obligations, or attempts to cure any breach, are delayed or
prevented by reason of circumstance beyond its reasonable control, including without limitation
fire, natural disaster, earthquake, or accident or other acts of nature (“Force Majeure”),



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provided that the party seeking to delay its performance gives the other written notice of any such
Force Majeure within 15 days after the discovery of the Force Majeure, and further provided that
such party uses its good faith efforts to cure the Force Majeure. If there is a Force Majeure, the
time for performance or cure will be extended for a period equal to the duration of the Force
Majeure. This provision shall not be applicable to any payment obligations of either party.



     16.12 Attorneys’ Fees. In the event of any dispute among the parties hereto arising
out of the subject matter of this Agreement, the out-of-pocket costs, expenses, and reasonable
attorneys’ fees of the prevailing party incurred in resolving or settling the dispute shall be paid
by the other party in addition to any other relief or damages to which the prevailing party may be
entitled.



     16.13 Conditions Precedent. WPT’s obligations hereunder are subject in all respects
to satisfaction of the following conditions precedent: (i) WPT’s receipt of a fully executed copy
of this Agreement and (ii) WPT’s receipt of a copy the Form of Guaranty attached hereto as
Exhibit C executed by WagerWorks, Inc.



     16.14 Entire Agreement. This Agreement, the Exhibits and Schedules attached hereto
and incorporated herein by this reference, contain the entire agreement between the Parties hereto
with respect to the subject matter hereof and supersede any previous understandings or agreements,
whether written or oral, in respect of such subject matter. This Agreement may not be amended
orally, but may be amended only by a written instrument signed by the Parties hereto.



     IN WITNESS WHEREOF, the Parties hereto, by their duly authorized representatives, have
executed this Agreement as of the date set below their respective signatures.


	 	 	 	 	 
	 	WAGERWORKS ALDERNEY 3 LIMITED

 	 
	 	                                                           /s/ Paul Miltenberger
 	 
	 	Name:  	Paul Miltenberger 	 
	 	Title:  	Chief Executive Officer	 
	 	Date:  	2/2/05 	 
	 



	 	 	 	 	 
	 	WPT ENTERPRISES, INC.

 	 
	 	By:  	                                                     /s/ Adam Pliska
 	 
	 	Name:  	Adam Pliska 	 
	 	Title:  	General Counsel	 
	 	Date:  	2/2/05 	 




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SCHEDULE I




Definitions





     “Conditions Precedent” means WPT’s receipt of fully executed copies of this Agreement and the
Guaranty attached hereto as Exhibit C.



     “Confidential Information” means the information of the Parties when it is presented in
printed, written, graphic, or photographic or other tangible form (but including information
received, stored or transmitted electronically) and marked as “Confidential”, “Proprietary”,
“Discloser Private”, or “Restricted” by the discloser, or is information of such nature that the
recipient should reasonably know it is confidential information of the discloser. Confidential
Information also includes information of the Parties, when presented in oral form, that is recorded
as written minutes or notes of such oral presentations and which are marked “Confidential” and
provided to recipient within thirty (30) days after the date of disclosure. Confidential
Information shall not include information that: (i) is or has become publicly known through no
wrongful act or breach of any obligation of confidentiality ; (ii) was rightfully received by the
recipient on a non-confidential basis from a third party (provided that such third party is not
known to the recipient to be bound by a confidentiality agreement with discloser or another party);
or (iii) that recipient can prove was lawfully known to recipient prior to the time it was
disclosed to recipient by the disclosing party or learned by recipient under this Agreement.



     “Derivative Works” has the meaning ascribed to it under U.S. copyright law.



     “Development Fees” has the meaning ascribed to it in Section 6.1 of this Agreement.



     “Infrastructure Fees” has the meaning ascribed to it in Section 6.2 of this Agreement.



     “Intellectual Property” means (i) patents, patent applications, patent disclosures and
inventions (whether or not patentable and whether or not reduced to practice), including but not
limited to any reissues, continuations, continuations-in-part, divisions, revisions, extensions or
reexaminations thereof; (it) trademarks, service marks, trade dress, trade names, corporate names,
logos and slogans (and all translations, adaptations, derivations and combinations of the
foregoing) and Internet domain names, together with all goodwill associated with each of the
foregoing; (iii) copyrights and copyrightable works; (iv) registrations, applications and renewals
for any of the foregoing; (v) trade secrets, confidential information and know-how (including but
got limited to ideas, formulae, compositions, manufacturing and production processes and
techniques; research and development information, drawings, specifications, designs, plans,
proposals, technical data, financial and accounting data, business and marketing plans, and
customer and supplier lists and related information); and (vi) all other intellectual property
rights.



     “Internet” means the global computer information network commonly referred to as the Internet
and any successor or ancillary network, including, without limitation, what is currently referred
to as the Internet.



     “Launch” shall mean such time when a version of the WPT Gaming Site conforming to the mutually
agreed specifications and requirements therefor is made commercially available to



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the general public in any jurisdiction within the Territory that has been mutually agreed by the
Parties (it being acknowledged that the jurisdictions set forth on Exhibit E, attached hereto and
incorporated herein by this reference have been mutually agreed upon).



     “Licensed Property” means those trademarks and copyrights (and related intellectual property
rights) owned by WPT relating to the “World Poker Tour” brand, which are identified on Exhibit
A attached hereto and incorporated herein by this reference; provided, however, that if WPT
determines that any item of the Licensed Property may Infringe the rights of any other person, then
WPT shall have the right to remove such item from the definition of the Licensed Property and
WagerWorks shall immediately cease any and all use thereof.



     “Licensed Rights” has the meaning ascribed to it in Section 2 of this Agreement.



     “Net Gaining Revenue “has the meaning ascribed to it in Section 6 of this Agreement.



     “Net Poker Revenue” has the meaning ascribed to it in Section 6 of this Agreement.



     “online” shall mean accessibility by the public of web site via the Internet or World Wide Web
on pages reachable or viewable via a uniform resource locator through the use of remote access
devices including but not limited to personal computers, telephones and personal digital
assistants.



     “Premium Games “has the meaning ascribed to it in Section 6.3 of this Agreement, and as of the
date of this Agreement, are as set forth on Schedule 4.



     “Participations” has the meaning ascribed to it in Section 6.3 of this Agreement.



     “Source Materials” means documentation comprising the (i) Screen Deck (which defines web site
functionality), (ii) Brand Book (which contains all comps (web site design and poker client
design); (iii) Site Editorial, (iv) Project Scope document, (v) Game Model list, (vi) Customer
Service Requirements, (vii) Verification Settings Requirements, (viii) WagerWare Operator Manual,
and (ix) WagerWare Report Guide.



     “Term” has the meaning ascribed to it in Section 9 of this Agreement.



     “WPT Gaming Site” has the meaning ascribed to it in the Recitals.



     “WPT Poker Room” has the meaning ascribed to it Section 3.




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SCHEDULE 2




WAGERWARE INTEGRATED GAMING SYSTEM



The WagerWare Integrated Gaming System is an enterprise software application, which provides an end
to- end solution enabling established consumer-oriented companies to operate online. The
highlighted italicized sections represent the features and functionality that will be utilized by
the WagerWorks Operations team when administrating the WPT Gaming Site interactive casino.




Premium Games 





	 	•  	The Price is Right
	 
	 	•  	Wheel of Fortune
	 
	 	•  	Jeopardy
	 
	 	•  	Play Your Cards Right
	 
	 	•  	Press Your Luck
	 
	 	•  	Monopoly On A Roll
	 
	 	•  	Monopoly Reel Estate
	 
	 	•  	Caribbean Stud Poker (2 versions including Progressive)
	 
	 	•  	3 Card Poker
	 
	 	•  	3 Reel Holdup
	 
	 	•  	Lucky Draw Poker (3 versions : Jacks or Better, Bonus Poker, Joker Poker)
	 
	 	•  	Ten Play Poker (3 versions : Jacks or Better, Bonus Poker ; Joker Poker)





Standard Games 





	 	•  	Roulette
	 
	 	•  	Table Blackjack
	 
	 	•  	Multi-Hand Blackjack
	 
	 	•  	Craps
	 
	 	•  	Baccarat
	 
	 	•  	Top Hat 21
	 
	 	•  	Banana-Rama with Bonus
	 
	 	•  	Banana-Rama with Progressive Jackpot
	 
	 	•  	Arabian Riches
	 
	 	•  	Vacation USA
	 
	 	•  	Krazy Keno
	 
	 	•  	Phantom Belle (3 versions : Jacks or Better, Bonus, Joker)
	 
	 	•  	Bingo Keno
	 
	 	•  	King Keno





Leisure Games 





	 	•  	KrazyHi.Lo
	 
	 	•  	Miss Hi Lo
	 
	 	•  	Underground Hi Lo
	 
	 	•  	5 of 6 Tiers
	 
	 	•  	Hi Lo Techno




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	 	•  	Hi Lo Classic• King Arthur’s Quest for the Holy Hi Lo
	 
	 	•  	Banana-Rama Instants
	 
	 	•  	Goal Instants
	 
	 	•  	DangerMouse
	 
	 	•  	Multiplier
	 
	 	•  	Bingo Blitz





Customer Management 





	 	Customer Registration
	 
	 	•  	Customer Registration and Session Handling
	 
	 	•  	Login Password authentication
	 
	 	•  	Forget Password Reminder
	 
	 	•  	Single account for all delivery channels





Customer Profile





	 	•  	Provides a centralized view of all of your customer’s detailed information.





Customer Transaction record





	 	•  	Reconcile activity and Troubleshoot Customer Questions
	 
	 	•  	Transaction history querying
	 
	 	•  	Customer service notes history
	 
	 	•  	Individual bet querying, with manual settlement functionality
	 
	 	•  	Entire Game and Financial Transaction Details
	 
	 	•  	Bets Placed
	 
	 	•  	Auger outcomes
	 
	 	•  	Incomplete transactions
	 
	 	•  	Withdrawal and Deposit activity





Community Management





	 	•  	Assign Customers to communities to control the games that are presented to them
to support marketing efforts and customer retention.





Multi-lingual Support 





	 	When a customer selects a supported language the entire site including the text in the games
changes to display the proper language. The basic offering includes a single language,
English.





Financial Account Management 





	 	Multi Currency Capability Supported. The Integrated Gaming Solution application enables
operators to accept various currencies based on the banking relationships the operator has
in place. Not only are the customer accounts executed and reconciled in the specific
currency but also all the games natively support all the currencies and denominations within
the games, with only the addition of currency specific art assets.




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	 	The base offering includes the art assets for and support for GBP, EUR and USD currency.





Users and permissions 





	 	WagerWare provides a set of screens enabling the Operator to create and maintain users and
assign permissions. The permissions are comprehensive, to provide fill control over what
users can and can’t do. When viewing the audit histories, the Operator can see which user
performed a particular action, whether it was the customer or whether it was the system
automatically making a change.






	 	Features include
	 
	 	•  Individual user accounts
	 
	 	•  Permissions are divided into categories for easy reference and display
	 
	 	•  Users can be assigned to one or more groups, with groups having their own permissions
	 
	 	•  The Operator can view which users are assigned to which groups, and view the permissions
assigned to each group
	 
	 	**




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Schedule 3




Multi-Player Poker Application



The WPT Poker Room will be based on Multi-Player Poker Application, a third-party application that
provides the following features:





	 	•  	Poker Games.




o Texas
Hold’em


o Omaha


o Omaha Hi-Lo


o 7Card Stud


o 7Card Stud Hi-Lo




	 	•  	Tournaments Formats.




o Sit and Go


o Multi-table and qualifying




	 	•  	Financial Integration. The Poker Room can be customized to match the
established look and feel of an existing site. The WagerWare poker integration allows
the Poker Room to access the same account as all other WagerWorks products. One
customer, one account, one log-in.
	 
	 	•  	Interface. The Poker Room player interface features real-time chat for
both the player and the dealer, as well as immediate access to hand history.
	 
	 	•  	Reporting Tools. The Poker Application reporting tool tracks new
signups, registered users, the number of real and play money accounts, and the rake for
each table.
	 
	 	•  	Money or Fun. Poker Games can be played for money or for fun.




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Schedule 4




Reserved





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SCHEDULE 5




Service Level Agreement



Scope of SLA :



The following Service Level Agreement (“SLA”) is incorporated by reference into and made a part of
the Agreement, and sets forth the standards of hardware and software infrastructure maintenance and
support, website hosting maintenance and support, and customer service that WagerWorks will provide
as part of its operation of the WPT Gaming Site.




Points of Contact :




Support Phone: XXXXXXXXX


Customer Support Paging



E-Mail the pager :



Pager (Voice) :

Enter PEN: XXXXX

Enter either a Return Phone Number or Brief Voice Message

Enter W to complete

Please allow a few additional minutes for us to get your voice message



Network Operations



With regard to hardware and software infrastructure maintenance and support and overall network
operations administration WagerWorks will provide the following :





	 	•  	All network and server administration tasks
	 
	 	•  	All WagerWare, Multi-Player Poker Application, and approved third party software
installation and troubleshooting
	 
	 	•  	Baseline monitoring of server, network, website and applications availability
	 
	 	•  	Monitoring of component performance and availability
	 
	 	•  	Server, network and website services problem resolution
	 
	 	•  	24x7 availability monitoring, problem management and resolution, application releases,
network, server and website component maintenance, and service reporting.
	 
	 	•  	Casino Configuration and Management
	 
	 	•  	Verification settings and management
	 
	 	•  	Reporting functions





Managed Services Severity Errors



Wager-Works will monitor the availability of the WPT Gaming Site and related applications and
maintain and support the site. Below are levels of errors and WagerWorks response commitment to
each level of error relating to the WPT Gaming Site :




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Severity 1 Errors



A Severity 1 error means that (a) the website is unavailable ; or (b) a critical service is
unavailable that renders the website unusable; or (c) a single point of failure has occurred ; and
in each case there is no immediate fix available. WagerWorks Network Operations initiates the
following process : (a) an automated alert and/or alarm notifies a Network Operations technician
who initiates problem determination ; (b) the technician notifies WPT Service who provides ongoing
communication with WPT regarding the status of the problem, and (c) Network Operations attempts to
provide restoration of service or a temporary fix or workaround within I hour of notification of
the error. If the problem is determined to be a hardware or component failure for which there is
no automated failover or redundancy in place, then (a) restoration of service will occur only after
the hardware or component is repaired or replaced ; or (b) if a manual failover is possible then
restoration of service will occur only after the process or procedure has been completed. If
problem resolution requires gaming commission or regulatory approval, WagerWorks will make every
attempt to expedite the process under regulatory guidelines to re-establish service.




Severity 2 Errors



A Severity 2 error means that (a) the website is functioning but there is an application or service
that is malfunctioning causing instability; or (b) an outside service is experiencing interruptions
; or (c) there is an impact to web serving that is limiting capabilities.



WagerWorks’ Network Operations initiates the following process : (a) an automated alert and/or
alarm notifies a Network Operations technician who initiates problem determination ; (b) the
technician notifies WPT Services who provides ongoing communication with WPT on the status of the
problem; and (c) Network Operations attempts to provide resolution or a temporary fix or workaround
within 4 hours of notification. If problem resolution requires commission or regulatory approval,
WagerWorks will make every attempt to expedite the process under regulatory guidelines to
re-establish service.




Severity 3 Errors



A Severity 3 error means that (a) the website is fully functional, but there is a problem with a
component or service that is having a minor impact ; or (b) there is a problem with a component or
service that, unless repaired, could escalate causing a major impact or outage.



WagerWorks Network Operations initiates the following process : (a) an automated alert and/or alarm
notifies the a Network Operations technician who initiates problem determination ; (b) the
technician notifies Customer Services who provides ongoing communication to WPT on the status of
the problem ; and (c) if the problem is determined to be either network, server, operating system,
or essential operating or support product component (e.g., not related to the WagerWare
application), and there is no immediate impact to the site, then fix or repair will be scheduled
during off-peak hours and at a scheduled time in accordance with regulatory guidelines ; unless an
immediate fix or repair is required by the regulatory guidelines. Every attempt will be made to
minimize the impact to website availability. However, if an emergency


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is declared, WagerWorks Network Operations, at its own discretion, may immediately enact repair in
accordance with regulatory guidelines that may result in a temporary website outage of limited
duration.




Reports



For each error category listed above, WagerWorks shall provide WPT a report within 24 hours (to the
extent possible) listing the error, its severity, the solution, and the time in which the error was
present on the WPT Gaming Site.




Support Services



WagerWorks Network Operations will provide the following support services as they relate to ongoing
support of the WE T Gaming Site :





	 	•  	Install WagerWare application releases
	 
	 	•  	Provide data backup services
	 
	 	•  	Archive the data
	 
	 	•  	Provide service reporting
	 
	 	•  	Install( and manage the hardware and software infrastructure
	 
	 	•  	Install and manage all related third party software
	 
	 	•  	Provide Internet connectivity
	 
	 	•  	Provide 24X7 monitoring of the WPT Gaming Site and the hardware and software
infrastructure




Data Backup Services: Wager-Works Network Operations will provide data backup services. These
services include : (a) a daily incremental back up of the production database and player
information ; (b) a weekly full back up of production database and player information ; (c) a back
up of log files and other information required for system integrity.



Data Recovery Services: WagerWorks Network Operations will make all reasonable attempts to recover
and restore information in the event of data corruption or data loss. In the event a restore of
information is required, the following circumstances will determine the time and duration for
restoration : (a) the location of the physical back up media containing the information and the
amount of time for retrieval ; (b) the complexity and amount of work involved to restore the
information ; (e) the availability of third party resources to assist with expediting the process.



Status Reporting: Wager-Works Network and Operations will provide WPT status reporting on a monthly
basis. The status report will show overall website availability and performance for the previous
calendar month.



Service Availability:



WagerWorks will guarantee availability of the WPT Gaming Site of at least 99.95% during each
calendar year, subject to the exceptions set forth below. This equates to 4 hours and 23 minutes
of unscheduled downtime a calendar year.




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	 	•  	Scheduled maintenance and code upgrades of no more than 4 hours per calendar quarter
	 
	 	•  	Force Majeure events*
	 
	 	•  	Events caused by WPT’s access to the WPT Gaming Site or any related application, including
but not limited to, casino configuration and management, and financial processing services.
	 
	 	•  	WPT requested maintenance or work that is not regularly scheduled or necessary
maintenance.




*Force Majeure : Any circumstances outside the reasonable control of a party, including (without
limitation), officially declared national disasters, insurrection or coil disorder, war or military
operations, nation or local emergency, acts or omissions of government, act of God, fire,
earthquake, hurricane, flood, fog, mist and low cloud, lightening or explosion, outbreak of
pestilence or epidemics, government rationing of electricity and embargoes or trade restrictions.




Regularly Scheduled Maintenance :



In order to provide the best possible service for the WPT Gaming Site Wager-Works will need to
maintain and upgrade operating systems, services, applications and hardware used to host the WPT
Gaming Site. WagerWorks will at all times initiate a process scheduled maintenance in a manner
that will minimize the disruption to the WPT Gaming Site. If disruption of availability of the WPT
Gaming Site is necessary during normal business hours, or peak usage hours, then WagerWorks will
notify WPT at least 5 business days prior to the scheduled work. This notification will include a
high level description of the necessary work and the duration of the scheduled outage.





	 	•  	All regularly scheduled outages will not exceed 4 hours during any one window of work.
WagerWorks will endeavor to perform schedule maintenance during the time period from 2AM to
6AM local time on Monday mornings whenever possible.
	 
	 	•  	WagerWorks will not require more than 8 hours of downtime for any necessary scheduled
maintenance per quarter.





Failure to Comply with SLA



If an error occurs with respect to the overall availability or support and maintenance of the WPT
Gaming Site that is not remedied within the time periods set forth above, WagerWorks will provide
WPT status updates promptly upon determination that the time periods have been exceeded and every
48 hours thereafter.





-4-









 








EXHIBIT A




LICENSED PROPERTY



The name “World Poker Tour” as well as the logo and trademark below:











-1-









 








EXHIBIT B




STYLE GUIDE



The parties acknowledge and agree that a copy of the current Style Guide has been delivered to and
received by WagerWorks prior to the date hereof.




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EXHIBIT C




GUARANTEE



THIS GUARANTEE (the “Guarantee”) dated as of January 19, 2005, is made by WagerWorks, Inc.
(“Guarantor”), in favor of WPT Enterprises, Inc. (“Beneficiary”), with reference to the following
facts:




     A. WAGERWORKS ALDERNEY 3 LIMITED (“Obligor”), is concurrently herewith entering into that
certain Brand License and Online Casino Operating Agreement (the “Subject Agreement”), dated as of
January 19, 2005, with Beneficiary, all on the terms and subject to the provisions more
particularly set forth in the Subject Agreement.



     B. As a condition to Beneficiary’s entering into the Subject Agreement, Beneficiary is
requiring that Guarantor enter into this Guarantee.



     C. Guarantor is willing to execute and deliver this Guarantee in order to induce Beneficiary
to enter into the Subject Agreement.



NOW, THEREFORE, as a material inducement to Beneficiary to enter into and to perform its
obligations under the Subject Agreement, and in consideration therefor, and for other good and
valuable consideration, the receipt, adequacy and legal sufficiency of which Guarantor hereby
acknowledges, Guarantor hereby unconditionally, absolutely and irrevocably covenants and agrees as
follows:



     1. Definitions. In addition to the words, terms and phrases (and variations thereof) defined
elsewhere herein, the following words, terms and phrases (and variations thereof) shall have the
following meanings for purposes of this Guarantee: “Person” shall mean any individual,
corporation, limited liability company, association, partnership, trust, estate or other entity or
organization; and “Subject Agreements” shall mean the Subject Agreement and each and all of the
agreements, documents and instruments executed and delivered by Obligor, or approved by Obligor,
pursuant to the terms thereof, as the same may be amended, restated, supplemented or otherwise
modified from time to time.



     2. Unconditional Guarantee. Guarantor hereby unconditionally, absolutely and irrevocably
guarantees to Beneficiary and its successors and assigns the full, faithful and complete
performance by Obligor of each and every covenant, agreement, representation, warranty, indemnity,
duty, liability and/or obligation (known, unknown, fixed, contingent or otherwise) of Obligor under
or contained in any Subject Agreement all in strict accordance with the terms and provisions of
such Subject Agreement (collectively the “Obligations”), and all as if Guarantor were the primary
obligor with respect to each and all of the Obligations. Guarantor acknowledges and agrees that
this Guarantee constitutes a guarantee of payment and performance and not merely of collection.



     3. No Subrogation; etc. Guarantor hereby: (a) expressly and irrevocably waives, to the
fullest extent possible, on behalf of itself and its successors and assigns (including any surety)
and any other Person, any and all rights at law or in equity to subrogation, to



-1-









 







reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other
rights that could accrue to a surety against a principal, to a guarantor against a maker or
obligor, to an accommodation party against the party accommodated, to a holder or transferee
against a maker, or to the holder of any claim against any Person, and which Guarantor may have or
hereafter acquire against Obligor or any Person in connection with or as a result of Guarantor’s
execution, delivery and/or performance of this Guarantee, or any other documents to which Guarantor
is a party or otherwise; (b) expressly and irrevocably waives any “claim” (as such term is defined
in the United States Bankruptcy Code) of any kind against Obligor, and further agrees that it shall
not have or assert any rights with respect to any such claim against any Person (including any
surety), either directly or as an attempted set off to any action commenced against Guarantor by
Beneficiary; and (c) acknowledges and agrees (i) that this waiver is intended to benefit
Beneficiary and shall not limit or otherwise affect Guarantor’s liability hereunder or the
enforceability of this Guarantee, and (ii) that the rights of Beneficiary under this sentence shall
survive payment and performance in full of the Obligations.



     4. Certain Waivers. Neither Beneficiary nor any other Person shall be required to take any
action of any kind or nature against Obligor or any other Person, or resort to any security held by
Beneficiary or any other Person, at any time before Beneficiary may proceed against Guarantor on
this Guarantee. Guarantor hereby expressly waives, relinquishes and releases, in any action
brought on, arising out of or relating to this Guarantee or otherwise: (a) pursuant to California
Civil Code Section 2856(a)(1), all of Guarantor’s rights of subrogation, reimbursement,
indemnification and contribution and any other rights and defenses that are or may become available
to Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive, (b) pursuant to
California Civil Code Section 2856(a)(2), all rights or defenses Guarantor may have in respect of
its obligations as a guarantor by reason of any election of remedies by the Beneficiary, even if
that election of remedies has destroyed Guarantor’s rights of subrogation and reimbursement against
Beneficiary, (c) any claim (i) that any obligation of Guarantor hereunder is larger in amount or
more burdensome than that of Obligor, (ii) based on Obligor’s liability ceasing for any reason,
(iii) that this Guarantee may be revoked, (iv) based on any alteration of any original Obligation
without Guarantor’s consent, (v) that acceptance by Beneficiary of anything in partial satisfaction
of the Obligations reduces the obligations of Guarantor hereunder, (vi) that performance or any
offer of performance of any or all of the Obligations exonerates Guarantor, (vii) that Guarantor
may require Beneficiary to proceed against Obligor or pursue any other remedy, (viii) that
Guarantor may compel Obligor to perform any Obligation when due, (ix) that if Guarantor satisfies
any of the Obligations in whole or in part, Obligor is bound to reimburse Guarantor, (x) that
Guarantor, upon satisfying all or any part of the Obligations, is entitled to enforce any remedy
which Beneficiary then has against Obligor, (xi) that Guarantor is entitled to the benefit of any
security for the performance of any of the Obligations, (xii) that as to any property of Guarantor
that has been hypothecated with property of Obligor, Guarantor is entitled to have Obligor’s
property first applied to discharge of the Obligations, (xiii) that Beneficiary, or any other
Person, must resort to property upon which Beneficiary, or such other Person, has a lien in any
particular order, or must otherwise marshal any such liens, or (xiv) that Guarantor may require
Beneficiary, or any other Person, to seek satisfaction from funds to which Guarantor has no claim
or must otherwise marshal assets, (d) any claim, right or defense based upon any other action or
circumstance which might otherwise constitute a legal or equitable discharge, defense or
exoneration of a guarantor or surety, (e) notice of the acceptance of this Guarantee by any Person,
(f) notice of the Obligations now



-2-









 







existing or which may hereafter exist or be created, (g) notice of any adverse change in the
financial condition of Obligor or of any other fact that might increase Guarantor’s risk hereunder,
(h) notice of demand for payment or performance, or notice of default or nonpayment or
nonperformance, under the Subject Agreements (or any of them) or otherwise in respect of any of the
Obligations and (i) all other notices to which Guarantor might otherwise be entitled in connection
with this Guarantee, the Subject Agreements (or any of them) or otherwise in respect of any
Obligation.



     5. Non-Impairment By Bankruptcy; etc. Guarantor’s liability hereunder shall continue
notwithstanding, and shall be unaltered, unaffected and unimpaired by, (a) the bankruptcy,
insolvency, reorganization, merger, liquidation, dissolution, winding-up or cessation of existence
of Obligor or any other Person, and/or (b) any fraudulent, illegal or improper act by Obligor,
and/or (c) any payment made on the Obligations which the recipient repays or is liable to repay to
Obligor or any other Person pursuant to any court order or as otherwise required by law.



     6. Effect of Non-Enforcement; etc. Guarantor hereby covenants and agrees that the failure by
Beneficiary, or any other Person, to file or enforce a claim against Guarantor or Obligor, or any
other person, shall not affect Guarantor’s liability hereunder nor shall Guarantor be released from
liability hereunder if recovery from Obligor, any other guarantor, payor, endorser or surety in
respect of any of the Obligations or any other Person becomes barred by any statute of limitations
applicable to any cause of action upon this Guarantee or any obligation or liability founded upon
this Guarantee. The obligations of Guarantor hereunder are independent of the obligations of
Obligor under the Subject Agreements (and each of them) and of any security for or other guarantee
of the Obligations. In the event of a default in the performance of any of the Obligations,
Beneficiary may maintain an action against Guarantor upon this Guarantee, whether or not Obligor is
joined therein or a separate action is brought against Obligor.



     7. Acceleration of Maturity. In the event that the maturity of any Obligation is accelerated
by bankruptcy or otherwise, such maturity shall also be accelerated for purposes of this Guarantee
(and the guarantee of Guarantor hereunder), and without demand or notice to Guarantor.



     8. Legal Fees. In the event that any action, suit, or other proceeding is brought by
Beneficiary to enforce the obligations of Guarantor under this Guarantee, the prevailing party
shall be entitled to recover all of such party’s costs and expenses (including, without limitation,
court costs and attorneys’ fees) incurred in each and every such action, suit or other proceeding,
including any and all appeals or petitions therefrom. As used herein, attorneys’ fees shall mean
the full and actual cost of any legal services actually performed in connection with the matters
involved, calculated on the basis of the fees charged by the attorneys performing such services and
shall not be limited to “reasonable attorneys’ fees” as defined in any statute or rule of court.



     9. Governing Law. THIS GUARANTEE HAS BEEN MADE AND ENTERED INTO IN THE STATE OF CALIFORNIA,
AND THE INTERNAL SUBSTANTIVE LAWS (AS DISTINGUISHED FROM THE CHOICE OF LAW RULES) OF SAID STATE
SHALL GOVERN THE VALIDITY AND INTERPRETATION HEREOF, AND THE



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PERFORMANCE BY GUARANTOR OF ITS DUTIES AND OBLIGATIONS HEREUNDER. WHENEVER POSSIBLE, EACH
PROVISION OF THIS GUARANTEE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW. IF ANY PROVISION OF THIS GUARANTEE SHALL BE INVALID OR UNENFORCEABLE UNDER
APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH INVALIDITY OR
UNENFORCEABILITY WITHOUT INVALIDATING OR RENDERING UNENFORCEABLE THE REMAINDER OF SUCH PROVISION OR
OF THE REMAINING PROVISIONS OF THIS GUARANTEE.



     10. Certain Information. Guarantor has informed itself of, and hereby assumes all
responsibility for being and keeping informed of, the financial condition and assets of Obligor and
of all of the circumstances bearing upon the risk of nonpayment or nonperformance of the
Obligations thereby and the nature, scope and extent of the risks which Guarantor assumes and
incurs hereunder. Beneficiary shall have no duty to advise Guarantor of any information regarding
such circumstances or risks.



     11. Legal Proceedings. Guarantor hereby agrees that any legal action, suit or proceeding
against Guarantor (or any successor-in-interest thereto) arising out of or relating to this
Guarantee may (but need not) be initiated by Beneficiary in a state or federal court located in the
City of Los Angeles, State of California. By execution and delivery of this Guarantee, Guarantor
hereby (a) waives any objection that it may now or hereafter have to the laying of venue of any
such action, suit or proceeding in any such court, (b) waives any claim that any such action, suit
or proceeding brought in any such court has been brought in an inconvenient forum, (c) submits to
the personal jurisdiction of any such court in any such action, suit or proceeding, and (d) agrees
to be bound by any judgment, order or decree rendered by any such court in any such action, suit or
proceeding.



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     12. Entire Agreement. This Guarantee embodies the entire understanding of Beneficiary and
Guarantor with respect to Guarantor’s obligation to guarantee the full payment, performance and
satisfaction of the Obligations and there are no further or other agreements or understandings,
written or oral, in effect between said parties relating to the guarantee by Guarantor of the
Obligations unless otherwise referred to herein or in any Subject Agreement.



     IN WITNESS WHEREOF, this Guarantee has been executed and delivered by Guarantor as of the date
first above set forth.



	 	 	 	 	 
	 	 	WAGERWORKS, INC.

“GUARANTOR”
	 
	 	 	 	 
	

	 	By:
	 	/s/ Paul Miltenberger
	

	 	 	 	 
	

	 	Its:
	 	Chief Executive Officer






	 	 	 	 	 
	WPT ENTERPRISES, INC.

“BENEFICIARY”	 	 
	 	 	 	 
	 
	By:
	 	/s/ Adam Pliska	 	 
	 	 	 	 	 
	Its:
	 	General Counsel	 	 






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EXHIBIT D




APPROVAL OF THIRD PARTY SUBCONTRACTOR




WPT Enterprises, Inc.

1041 W. Formosa Blvd.

Formosa Building, Suite #99

West Hollywood, CA 90046

Attn: Audrey Kania, Senior Vice President



Re:     Approval
of Third Party Subcontractor


Gentlemen:




     This letter will serve as notice to you that pursuant to the License Agreement (“Agreement”)
dated January 19, 2005 between WPT ENTERPRISES, INC. (“WPT”) and WAGERWORKS ALDERNEY 3 LIMITED
(“Licensee”). We have been engaged as the subcontractor for Licensee in connection with certain
development wok for the “WPT Gaming Site” (as defined in that Agreement). We hereby further
acknowledge that we have received a copy of the Agreement, and know and understand the pertinent
terms and conditions set forth therein and hereby agree to observe those provisions which are
applicable to our function as a developer of a part of the WPT Gaming Site. We hereby agree that
WPT has the right to sue us in a California state or federal court to enforce the terms of the
Agreement and we hereby consent to the jurisdiction of the courts of the State of California or the
Federal courts sitting in California and waive any objection to such venue. It is expressly
understood that we are obligated to comply with all local laws, including without limitation, labor
laws, wage, and hour laws and anti-discrimination laws and that you or your representatives shall,
at anytime, have the right to inspect our facilities and review our records to ensure compliance
therewith. Further, we hereby represent and warrant that we do not and shall not use prison, slave
or child labor in connection with the development work or any other product or service. It is
understood that this engagement is on a royalty free basis and that we may not subcontract any of
our work without your prior written approval.



     In addition we hereby acknowledge and agree that WPT and Licensee shall have the right, but
not the obligation, at their own expense, at all times and upon reasonable notice, to inspect,
either itself or through its duly authorized representatives, (A) all or any portion of our books,
records and facilities with regard to any development work for the WPT Gaming Site and (2)
Licensee’s and our compliance with the Agreement; and (B) all or any portion of any location where
any of the development work is performed in order to insure compliance with the Agreement. We
acknowledge that WPT and Licensee’s failure to exercise their rights to inspect shall not relieve
us of any of our obligations pursuant to the Agreement.



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     We understand that our engagement as a subcontractor for Licensee is subject to your written
approval. We request, therefore, that you sign in the space below, thereby showing your acceptance
of our engagement as aforesaid.



	 	 	 	 	 
	 	 	Very truly
yours,
 
	 
	 	 	 	 
	 	 	 
	 	 	subcontractor/company name
	 
	 	 	 	 
	

	 	Title:	 	 
	

	 	 	 	 
	

	 	Address:	 	 
	

	 	 	 	 
	

	 	 	 	 
	

	 	 	 	 
	

	 	FAX:	 	 
	

	 	 	 	 






	 	 	 	 	 
	AGREED TO AND ACCEPTED:
	 	 	 	 
	 
	 	 	 	 
	“WPT”	 	WPT ENTERPRISES, INC.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	Its:	 	 
	

	 	 	 	 
	

	 	Address:	 	 
	

	 	 	 	 
	

	 	 	 	 
	

	 	 	 	 
	

	 	FAX:	 	 
	

	 	 	 	 






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EEXHIBIT E



**





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