Unassociated Document


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    CONTRACT
      FOR RENDERING SERVICES No ACP-02-08

     

    
      
        	
                Saint-Petersburg

              	
                23
                  November, 2007

              


      

       

    

    The
      limited liability company “Jackpot”, hereinafter called Customer in the person
      of the General director I.G. Salit, acting under The Organisation Charter,
      on
      the one part, and the limited liability company «Octavian. SPb», hereinafter
      called Executive in the person of the General director A.V. Petrovsky,
      acting under The Organisation Charter, on the other part, have concluded the
      present Contract whereby it is agreed as follows:

    


    1.
      SUBJECT OF THE CONTRACT

    


    1.1.
      The
      Executive renders services to the Customer according to the contract clause
      2.1.
      of the present Contract and the Customer accepts the services and pays for
      the
      rendered services according to the present Contract.

    


    2.
      OBLIGATIONS OF THE PARTIES

    


    2.1.
      The
      Executive undertakes to:

    


    2.1.1.
      Guarantee the opportunity to receive complete and reliable information (in
      digital format) on the results of Customer’s slot-machines proceeding. For
      running this service the Customer provides the complex of software and hardware,
      mentioned in the contract clauses 2.3 and 2.4, to collect and proceed
      information from the Customer‘s
      slot-machines by the Executive’s procedure.

    


    2.1.2.
      Guarantee the opportunity to exercise on-line monitoring of the status and
      functioning of the Customer’s slot-machines in the system of progressive
      winnings, and also of the state of communication and data displaying devices.
      The mentioned monitoring is exercised in real-time mode and it provides live
      information about status of slot-machines and events happening to them (power
      switch on / off, door opening, setting changes, errors, connection breaks,
      attempts of unauthorized access or equipment move etc.). All received data
      is
      stored in the database and can be used to reconstruct the real situation pattern
      and define the results of slot-equipment operation. Retention period for live
      data is one month, daily data - two months, monthly data - three months. The
      complete description of ACP system functions is given in Appendix 1 to the
      present Contract. 

    


    2.1.3.
      Generate progressive winnings based on the data received from the Customer’s
      slot-machines.

    


    2.1.4.
      Implement maintenance of the Customer’s ACP system. The list of services and the
      order of their running are mentioned in Appendix 2 to the present
      Contract.

    


    2.1.5.
      Send its employees to exercise necessary adjustment and repair work at the
      Customer’s for up to 30 hours per month.

    


    2.1.6.
      Instruct Customer’s technical staff and hand them all the required technical
      documents. The length of the instructing course and the order of payments
      according to the current contract clause are defined in an Additional Agreement
      to the present Contract.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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    Executive’s
      signature

    2.1.7.
      Inform the Customer about all additional or new facilities and services as
      well
      as about detected bugs in the System operating. 

     

    2.1.8.
      For all technical changes in the ACP system initiated by the Customer,
      Additional Agreements to the present Contract are arranged.

    


    2.1.9.
      If
      it is necessary to update separate components of the ACP system initiated by
      the
      Executive that will not cause changes in system functions but improve the
      quality of rendered services, such updates are done by the Executive and at
      its
      own expense.

    


    2.1.10.
      Process and store data about the operating of the Customer’s additional prize
      system “Bonus Club” and to compose on-line and periodic reports about the “Bonus
      Club” system operating.

    


    2.1.11.
      Upgrade devices on those the provided service is based promptly.

    


    2.2.
      The
      Customer undertakes to:

    


    2.2.1.
      Accept rendered services on the Acceptance and Delivery Report monthly and
      pay
      for them according to the contract clause 3 of the present Contract. Undersign
      the report or give a reasoned rejection within 5 working days after receiving
      the Acceptance and Delivery Report. The report is considered to be undersigned
      and the services to be accepted if the Customer does not give a reasoned
      rejection in the referred time. 

    


    2.2.3.
      Arrange required conditions to Executive’s specialists to discharge their
      obligations according to the present Contract.

    


    2.2.4.
      Use the rendered service according to its function for the RF legislation
      permitted purpose on condition that at service functioning no obstructions
      or
      negative effect will be provided on any devices or equipment included in the
      Executive’s network dealing with it, or privacy of no communications operated
      via the Executive’s network facilities or equipment dealing with it will be
      infringed.

    


    2.2.5.
      If
      the Customer does some operations on its equipment to change the quality of
      the
      rendered service or break it, the Customer is to inform the Executive’s Control
      center about the starting date preliminarily and about completion of such
      operations as well.

     

    2.3.
      In
      the central office the Customer is obliged to have the minimal required
      equipment for service rendering and fulfill the following
      conditions:

    


    2.3.1.
      Link up a secure communication channel to connect the Executive’s Control center
      via private or open networks (Internet):

    -
      network
      connection – channel with minimal speed 64 Kbs,

    -
      router
      CISCO 1720 (with CISCO 1700 IOS IP PLUS IPSEC 56),

    -
      modem
      USR Courier V90.Ext (for a cached channel),

    -
      telephone line to be able to connect the Executive’s Control center and a local
      provider of network access services.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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    Executive’s
      signature

    2.3.2.
      Server:

    -
      computer – Intel Pentium III 800/RAM256Mb/RAID contr/2x18Gb
      HDD/CD-ROM;

    -
      license
      for Linux SLES 8;

    -
      license
      for Oracle Server Standard Edition 9.

    


    2.3.3.
      3
      Workstations:

    -
      computer – Intel Pentium III 600/128Mb/HDD20Gb/CD-ROM/17”
monitor;

    -
      license
      for Microsoft Windows XP;

    -
      license
      for Oracle 9 client.

    


    2.3.4.
      Network cable system, active system hardware and uninterruptible power system
      for the mentioned computer devices.

    


    2.3.5.
      Organise a 24-hour service of engineers on duty to control the system
      operating.

    


    2.4.
      In
      the gaming areas the Customer is obliged to have the following minimal required
      equipment for service rendering and fulfill the following
      conditions:

    


    2.4.1.
      Link up a secure communication channel to connect the Executive’s Control center
      via private or open networks (Internet):

    -
      network
      connection - channel with minimal speed 19,2 Kbs,

    -
      modem
      USR Courier V90.Ext (for a cached channel)

    -
      telephone line to able to connect the Executive’s Control center, a local
      provider of network services and the service of Executive’s engineers on
      duty.

    


    2.5.
      The
      set of the hardware can be changed at the system upgrade or the change of
      rendered services. The Customer bears costs on upgrade.

    


    3.
      THE TOTAL VALUE OF THE CONTRACT.

    THE
      PROCEDURE OF SETTLEMENTS

    


    3.1.
      The price of one slot-machine servicing
      is                        
**                        
      ,
      including 18%
      VAT –                        
**                     
      .

    3.2.
      The
      total sum of month payment is the product of the service cost for one
      slot-machine and the total number of slot-machines connected to the ACP system
      on the 1st
      day of a
      month.

    3.3.
      The
      number of slot-machines connected to the ACP system on the 1st
      day of a
      month is mentioned in the Acceptance and Delivery Report for the rendered
      service.

    3.4.
      The
      payments on the current Contract are done within ten days after the Acceptance
      and Delivery Report for the rendered service has been signed. Prepayment for
      one
      month before the complete service rendering is also available.

    3.5.
      The
      mode of payment is cashless.

    3.6.
      The
      Customer bears responsibility and expenses for payment transfers.

    3.7.
      The
      service cost can be changed under mutual agreement only and is to arranged
      as an
      Additional Agreement to the present Contract. The Executive can suggest service
      cost changing once per year because of inflation rate changes confirmed with
      official statistic information from the State Statistical
      department.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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    Executive’s
      signature

    4.
      CONTRACT VALIDITY. CONTRACT CANCELLATION AND ALTERNATION

    


    4.1.
      The
      Contract comes into force from the moment of its signature and is valid from
      01 January, 2008 to 31 December, 2008.

    4.2.
      The
      Contract ceases to be effective with the end of the Contract term, under the
      mutual agreement of the Parties or other reasons provided by the existing
      legislation of the RF. 

    4.3.
      All
      alternations and additions can be inserted into the present Contract only in
      written form and under the mutual agreement of the Parties.

    4.4.
      In
      case the Customer infringes the bill payment period for the rendered services
      for more than 15 calendar days, the Executive has the right to stop service
      rendering. Repeated enclosure is done after the Customer’s debts are paid off.


    4.5.The
      Customer has the right to install its own redundant network and use it for
      ACP
      system functioning if the following circumstances occur:

    -
      a
      written direction from an authorized Executive’s representative is
      received;

    -
      the
      procedure of Executive bankrupt has been started;

    -
      the
      Executive cancels working on rendering services on ACP support to third
      parties;

    -
      Executive liquidation;

    -
      Executive reorganisation or change within Executive shareholders/owners
      including sale of the Executive to third parties in case if such change can
      cause Executive cancellation of rendering service on ACP support to the
      Customer.

    The
      Customer has the right to support the redundant system in the real-time mode
      (including system configuration, database etc. without limits) to be able to
      switch to the redundant system without operation failures within minimal
      terms.

    4.6.
      The
      Customer has the right to buy and produce UCB modules, computers to be used
      as
      GLM, splitters, connection cables, network and other equipment itself, install
      and adjust required software to connect additional gaming areas to the ACP
      system, additional slot-machines and to exchange failed equipment
      itself.

    The
      Customer has the right to repair the equipment included into the ACP system
      itself.

    


    5.
      RESPONSIBILITY OF THE PARTIES

    


    5.1.
      The
      Executive does not guarantee marketability or adaptability of the service or
      any
      hardware rendered on the present Contract for a defined purpose. The Executive
      is in no circumstances responsible to the Customer or any third party for any
      consequential loss including losses of profit, incomes or business
      opportunities, does not matter if the Executive knew or should have known or
      could logically suppose that such loss may occur. 

    5.2.
      The
      Executive is not responsible for wrong use of methods of information collection
      and procession, intentional or unintentional information distortion by the
      Customer or any error made if running hardware or software produced by other
      manufactures which caused wrong accounting results, status control or generation
      and paying out of progressive winnings.

    5.3.
      The
      Customer is responsible for the integrity of the computer system and the
      software installed on the computer system devices in the segment of the local
      computer system connected to the Customer’s database server. In case of
      unauthorized changes of computer devices or software, service rendering can
      be
      stopped up to the end of recovery work and system testing. The Customer bears
      the costs dealing with the mentioned operations.

    5.4.
      In
      all other cases the Parties are responsible under the present Contract in
      accordance with the present legislation of the Russian Federation.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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    Executive’s
      signature

    6.
      ECONOMIC DISPUTE PROCEDURE

     

    6.1.
      All
      financial disputes between the parties are to adjudicated at the arbitrage
      of
      Saint-Petersburg and Leningrad region.

    


    PARTIES’
      ADDRESSES AND BANK DETAILS:

    The
      Customer:

    Limited
      liability company “Jackpot” TIN
      7734188045

    Ul.
      Narodnogo Opolcheniya, 34, build. 3, Moscow, 123423

    Settlement
      account No
      40702810100000000371
      in the JSC Bank “MOSCOW-CITY”, Moscow

    Loro
      account No
      30101810200000000800 at OPERU of Moscow department (GTU) of the Bank of Russia
      BIC 044579800

    


    The
      Executive:

    Limited
      liability company «Octavian. SPb» TIN
      7808041089

    Obvodny
      Channel Emb., 134-136-138 build. 425, letter A, room 29H, Saint-Petersburg,
      190020

    Settlement
      account No 40702810613000004458 in the “Vyborgsky” branch of the JSC
“Bank VTB Severo-Zapad “

    Loro
      account No
      30101810200000000791 BIC 044030791

    


    PARTIES’
      SIGNATURES:

    


    
      	
              THE
                CUSTOMER:

            	
              THE
                EXECUTIVE:

            
	
              Signature
                /s/ Igor Salita 

            	
              Signature
                /Petrovsky A.V./

            
	
              Round
                company seal:

            	
              Round
                company seal:

            
	
              Limited
                liability company No (unreadable)

            	
              Limited
                liability company

            
	
              “Jackpot”

            	
              «Octavian.
                Spb»/«Octavian. Spb. Ltd.»

            
	
              Moscow

            	
              Saint-Petersburg

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

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      TREATMENT

    


    Appendix
      1

    to
      the
      Contract No ACP-02-08 of 23 November, 2007

    


    Services
      rendered by ACP system

    


    
      	1.	
              Unification
                of gaming and other equipment (boards, transaction terminals etc.)
                into a
                single network.

            


    

    
      	2.	
              Renders
                options of description of the gaming equipment belonging to the user
                (equipment database, asset
                register).

            


    

    
      	3.	
              Collection
                and registration of gaming equipment counters in the system
                database.

            


    

    
      	4.	
              Collection
                and registration of information about events on the gaming equipment
                (door
                opening/closing etc.) in the system
                database.

            


    

    
      	5.	
              Renders
                the option of money accounting based on the data collected according
                the
                clause 3.4 or similar information inserted manually (e.g. for
                non-connected gaming locations).

            


    

    
      	6.	
              Provides
                functions of audit and control of slot-machine operating based on
                the data
                collected according to the clause
                3.4.

            


    

    
      	7.	
              Collection
                and processing of information about bets on gaming
                equipment.

            


    

    
      	8.	
              Forms
                progressive winnings based on the data received according to the
                clause
                7:

            


    

    
      	 	
              a.

            	
              Types
                of formed progressive winnings

            


    

    Mystery

    Normal
      Progressive

    Lucky
      Chance

    
      	 	
              b.

            	
              Characteristics
                of formed progressive winnings

            


    

    Start
      value

    Highest
      value

    Permission
      / prohibition of assignments into hidden

    Percentage
      of assignments into hidden

    Percentage
      of assignments from slot-machines

    etc.

    
      	9.	
              Displays
                information about dynamics of accumulation (odometer) and won Jackpots.
                Displaying information about a won Jackpot the following values are
                available:

            


    

    
      	 	
              a.

            	
              Jackpot
                sum

            


    

    
      	 	
              b.

            	
              Slot-machine
                number

            


    

    
      	 	
              c.

            	
              Gaming
                location

            


    

    
      	 	
              d.

            	
              Organisation

            


    

    
      	 	
              e.

            	
              Jackpot
                title

            


    

    
      	 	
              f.

            	
              Player
                card ID of the player who won the
                Jackpot

            


    

    
      	 	
              g.

            	
              Won
                prize title (if Lucky Chance
                Jackpot)

            


    

    
      	 	
              h.

            	
              Slot-machine
                ID

            


    

    
      	 	
              i.

            	
              Box
                number (if Jackpot is organised on
                tables)/

            


    

    
      	10.	
              Displays
                advertisement information on displaying
                devices.

            


    

    
      	11.	
              Renders
                the option of player database
                control.

            


    

    
      	12.	
              Renders
                the option of player account
                control.

            


    

    
      	13.	
              Renders
                the option of player card control.

            


    

    
      	14.	
              Collection
                and registration of information about gaming sessions opening / closing
                and game results during the gaming session in the system
                database.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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    Executive’s
      signature

    
      	15.	
              Renders
                the option of collecting bonus points on player accounts on the basis
                of
                the information received according to the clause
                14.

            


    

    
      	16.	
              Renders
                the option of exchanging bonus points for
                prizes.

            


    

    
      	17.	
              Marketing
                function realisation on the basis of the information according to
                the
                clauses 11, 12 and 13.

            


    

    
      	18.	
              Player
                card issuing.

            


    

    
      	19.	
              Renders
                reports based on the data collected in the clauses 3, 4, 7, 8 and
                14.

            


    

    
      	20.	
              Renders
                the function of visual analysis of gaming equipment operating
                results.

            


    

    
      	21.	
              Renders
                the function of progressive prize
                control.

            


    

    
      	22.	
              Common
                gaming services between several operators are available for organisation
                (common Jackpots, common
                Bonus-Club).

            


    

    
      	23.	
              Provides
                information about system functioning to be displayed on the customer’s
                web-site.

            


    

    


    PARTIES’
      SIGNATURES:

    


    
      	
              THE
                CUSTOMER:

            	
              THE
                EXECUTIVE:

            
	
              Signature
                /s/ Igor Salita

            	
              Signature
                /Petrovsky A.V./

            
	
              Round
                company seal:

            	
              Round
                company seal:

            
	
              Limited
                liability company No
                (unreadable)

            	
              Limited
                liability company

            
	
              “Jackpot”

            	
              «Octavian.
                Spb»/«Octavian. Spb. Ltd.»

            
	
              Moscow

            	
              Saint-Petersburg

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    **
      CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
      EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
      TREATMENT

    


    Appendix
      2

    to
      the
      Contract No ACP-02-08 of 23 November, 2007

    


    List
      of services and order of their rendering

    1.
      Service cost

    Service
      cost per one slot-machine per month
      is              
**                 
      , VAT is not included.

    Included
      services are:

    
      	-	
              Software
                maintenance and
                support –                        
                **                        
                per
                one slot-machine.

            


    

    
      	-	
              Development –                        
                **                        
                per
                one slot-machine.

            


    

    


    2.
      Software maintenance and support

    Software
      maintenance includes:

    
      	-	
              «helpdesk»
                (24 hours 7 days a week)

            


    

    
      	-	
              instant
                reaction on incidents with 1 class interruptions (1 class interruption
                is
                any interruption because of which the service is unavailable to the
                customer so he/she cannot do his/her
                activities).

            


    

    
      	-	
              Correction
                of all bugs, rendering standard system
                upgrades.

            


    

    
      	-	
              Executive
                representative presence on weekly and monthly meetings (free of charge)
                on
                customer’s request.

            


    

    


    3.
      Development

    
      	-	
              The
                Executive guarantees to give 10 developers to modify system functions
                on
                Customers request.

            


    

    Any
      development is to be done on the basis of agreed specifications signed by
      legally authorized Customer representatives. The work will be done as the
      sequence of the following steps:

    


    
      	A)	
              Product
                definition–
                The result is product description.

            


    

    
      	B)	
              Product
                specification –
                The result is the signed specification for the whole system and criteria
                of acceptance tests.

            


    

    
      	C)	
              Release
                –
                The result is the completely tested
                system.

            


    

    
      	D)	
              Test
                –
                The result is the completely debugged
                code.

            


    

    
      	E)	
              Acceptance
                test –
                Is done according to the coordinated program of acceptance
                tests.

            


    

    
      	F)	
              Installation
                and changing –
                The result is the operating system with complete
                documentation.

            


    

    


    Changes:

    
      	-	
              Any
                changes into the agreed specification (requirement specification)
                for the
                development are added in the written form under the mutual agreement.
                The
                term of development on changed specification are also to be agreed
                between
                the Parties.

            


    

    


    PARTIES’
      SIGNATURES:

    


    
      	
              THE
                CUSTOMER:

            	
              THE
                EXECUTIVE:

            
	
              Signature /s/
                Igor Salita

            	
              Signature
                /Petrovsky A.V./

            
	
              Round
                company seal:

            	
              Round
                company seal:

            
	
              Limited
                liability company No (unreadable)

            	
              Limited
                liability company

            
	
              “Jackpot”

            	
              «Octavian.
                Spb»/«Octavian. Spb. Ltd.»

            
	
              Moscow

            	
              Saint-Petersburg

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      ADDITIONAL
        AGREEMENT No 1

      TO
        THE SERVICE CONTRACT No ACP-02-08

      


      
        	
                Saint-Petersburg
                  

              	
                01
                  January 2008

              


      

      


      The
        Parties under the Contract - Limited Liability Company JACKPOT,
hereinafter referred to as the Customer, represented
        by Mr. Salit I.G., General Director, acting on the basis of the Statute, of
        the one part And Limited Liability Company OCTAVIAN.SPB,
hereinafter referred to as the Contractor, represented
        by Mr. Petrovsky A.V., General Director, acting on the basis of the
        Statute, of the other part, concluded the present Additional Agreement as
        follows:

      


      
        	 	
                1.

              	
                Para.
                  4.1. of the Contract is to be amended and restated as
                  follows:

              


      

      


      «4.1.
        The
        Contract becomes valid from the moment of its signing and remains in force
        until
        31 December 2020»

      


      
        	 	
                2.

              	
                The
                  present Additional Agreement becomes valid from the date of its
                  signing
                  and is an integral part of the Service Contract No ACP-02-08 dated
                  23.11.2007.

              


      

      


      SIGNATURES
        OF THE PARTIES:

      


      
        	
                THE
                  CUSTOMER:

              	
                THE
                  CONTRACTOR:

              
	 	 
	
                /s/
                  Igor Salita 

              	
                /s/
                  Andrey Petrovsky

              
	
                (signature)
                  

              	
                (signature)

              
	
                 

              	 
	
                (stamp)

              	
                (stamp)

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      

        Translator’s
          Declaration

        


        I,
          Kulakova Karina Anatolievna, declare under penalty of perjury that I understand
          the Russian language and the English language; and that, to the best of
          my
          knowledge and belief, the statements in the English language in the attached
          translation of Contract
          of Rendering of Services No. ACP -02-08 between Jackpot LLC and Octavian
          International Limited, dated November 23, 2007 have
          the
          same meanings as the statements in the Russian language in the original
          document, a copy of which I have examined and is a fair and accurate English
          translation.

      

       

      
        	 	/s/ Kulakova Karina
                Anatolievna 
	 	 
	 	
                ____________________________________

                Signature

              
	 	Kulakova Karina
                Anatolievna


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Translator’s
          Declaration

        


        I,
          Kulakova Karina Anatolievna, declare under penalty of perjury that I understand
          the Russian language and the English language; and that, to the best of
          my
          knowledge and belief, the statements in the English language in the attached
          translation of ADDITIONAL
          AGREEMENT NO 1 TO THE SERVICE CONTRACT NO ACP-02-08, consisting of 1 page
          which
          I have initialed ADDITIONAL AGREEMENT_Jackpot-OctSPb.doc have
          the
          same meanings as the statements in the Russian language in the original
          document, a copy of which I have examined and is a fair and accurate English
          translation.

         

        
          	 	/s/ Kulakova Karina
                  Anatolievna 
	 	 
	 	
                  ____________________________________

                  Signature

                
	 	Kulakova Karina
                  Anatolievna