Employment
      Agreement to be entered into by 

    and
      among 

    UNIVERSAL
      INFOTAINMENT SYSTEMS 

    CORPORATION

    And

    Mr.
      James Clark Beattie


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    EMPLOYMENT
      AGREEMENT

    


    THIS
      AGREEMENT made as of this 2nd
      day of
      May, 2008 (the “Agreement"), by and between Universal Infotainment Systems
      Corporation, a Nevada corporation ("Employer"), and James
      Clark Beattie
      ("Employee").

    


    WITNESSETH:

    


    WHEREAS,
      Employer desires to employ Employee and Employee desires to be employed by
      Employer as the Chief
      Executive Officer (CEO)
      of the
      Universal Infotainment Systems Corporation. 

    


    WHEREAS,
      Employer recognizes the need of the knowledge, talents and assistance of
      Employee and desires to enter into this Agreement to secure the
      foregoing.

    


    NOW,
      THEREFORE, in consideration of the promises herein contained, the parties
      covenant and agree as follows:

    


    1.
      EMPLOYMENT, Employer agrees to employ Employee and Employee agrees to be
      employed by Employer and to perform work as determined by Employer, as CEO
      on
      the terms and conditions set forth in this Agreement. 

    


    This
      Agreement shall be effective as of the date hereof (the "Effective
      Date").

    


    2.
      COMPENSATION. Employer agrees to employ Employee at the base rate of
      compensation of $125,000
      per
      year. Compensation is to be paid on the 15th
      and last day of each month.

    


    In
      addition to the base compensation, Employer agrees to pay or provide Employee
      with the following:

    


    An
      Execution Bonus
      of 600,000 restricted common shares
      of
      Universal Infotainment Systems Corporation (Schedule of restrictions can be
      found pg 10 Exhibit A Section C) 

    


    A. BENEFITS.
      Employer shall provide Employee with other benefits as are set forth on Exhibit
      A attached hereto and incorporated herein by reference.

    


    B. EXPENSES.
      Reimbursement for reasonable expenses actually incurred by Employee in the
      furtherance of Employer's business, including, but not limited to, telephone
      calls (including business related calls on Employee's cellular phone and
      business related long distance calls), entertainment, attendance at conferences,
      conventions and institutes, provided proper itemization of said expenses is
      furnished Employer by Employee. All such expenditures shall be subject to the
      reasonable control of Employer or as deemed by the board of
      Directors.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    C. MEDICAL
      and DISABILITY BENEFITS. Employee shall be entitled to participate in Employer's
      medical program, Employer-paid disability and other benefit programs as other
      executives of Employer are entitled to participate in, as is in place from
      time
      to time. If Employee desires to include any family members in the medical plan,
      Employee shall be responsible for all additional costs.

    


    D. ADDITIONAL
      BENEFITS. Employee shall be entitled to participate in and receive such
      additional benefits as Employer shall from time to time make available to its
      executive employees including, without limitation, profit sharing, stock
      purchase, stock option and other incentive plans to be determined at a later
      date that will mutually agreeable between both parties.

    


    3.
      DUTIES. Employee agrees to perform work as determined by Employer, subject
      to
      the direction of Employer and agrees to subject himself at all times during
      the
      Term (as hereinafter defined) to the direction and control of Employer in
      respect to the work to be performed. Employee shall devote his full business
      time and attention to the furtherance of Employer's best interests. In that
      regard, and as further consideration for this Agreement, Employee agrees to
      comply with, and abide by, such rules and directives of Employer as may be
      reasonably established from time to time, and recognizes the right of Employer,
      in its reasonable discretion, to change, modify or adopt new policies and
      practices affecting the employment relationship, not inconsistent with this
      Agreement, as deemed appropriate by Employer. During the term of Employee's
      employment, Employee will not undertake any new business ventures, partnerships
      consulting arrangements or other enterprise or business other than those on
      behalf of Employer, without Employer's prior written consent. Any and all
      project up to date shall be immediately assigned by employee to employer for
      a
      specified stock purchase plan as deemed by the Board of Directors and his/her
      independent consultants.

    


    Employee's
      typical responsibilities include, but are not limited to, those set forth on
      Exhibit B attached hereto and incorporated by reference herein.

    


    4.
      WORKING FACILITIES. Employee shall be furnished with office space, secretarial
      services, and such other facilities and services suitable to Employee's position
      and adequate for the performance of Employee's duties.

    


    5.
      AGENCY. Employee shall have no authority to enter into any contracts binding
      upon Employer, except as authorized in writing, in advance, by
      Employer.

    


    6.
      TERM
      OF EMPLOYMENT.

    


    A. Employee's
      employment hereunder shall commence as of the Effective Date hereof and continue
      for a period of five (5) years thereafter (the "Term").

    


    B. Anything
      herein to the contrary notwithstanding, Employee's employment hereunder may
      be
      terminated at any time and for any reason by either party upon not less fifteen
      (30) days' prior written notice to the other party. It is understood and
      acknowledged that. Employer shall have the right to effectuate such termination
      at will, with or without Reasonable Cause (as hereinafter defined) or “Good
      Reason.” Any such termination shall be effective as the defined period herein.



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    C. "Reasonable
      Cause," as used herein, shall mean Employee's involvement in any action or
      inaction involving fraud resulting in a personal benefit in excess of any
      payments to which Employee is entitled hereunder, dishonesty, or material
      violation of Corporation policy and procedures. Employee shall vacate the
      offices of Employer on such effective date.

    


    D. "Good
      Reason," as used herein, means the occurrence of any of the following events
      without Employee's consent:

    


    
      	 	
              1.

            	
              a
                material diminution in Employee's duties and
                responsibilities;

            


    

    
      	 	
              2.

            	
              a
                reduction in Employee's base
                salary;

            


    

    
      	 	
              3.

            	
              a
                forced relocation; or

            


    

    
      	 	
              4.

            	
              a
                Change of Control (as defined below) if Successor Employer (as defined
                in
                paragraph 21 below) fails to assume this Agreement in its
                entirety.

            


    

     

    E. "Change
      of Control" means a sale outside the ordinary course of business of more than
      fifty percent (50%) of the assets of or equity interests in Employer to any
      person or entity.

    


    7.
      COMPLIANCE WITH LAWS. Employee will comply with all federal and state laws,
      rules, and regulations relating to any of Employee's responsibilities and duties
      with Employer and will not violate any such laws, rules, and
      regulations.

    


    8.
      COVENANT NOT TO COMPETE. Employee agrees to conform to the following concerning
      non-competition. 

    


    A. Employer
      undertakes to train Employee and to give Employee confidential information
      and
      knowledge about Employer's business policies, accounts procedures and methods.
      For the purposes of this Agreement, the term "confidential information" shall
      include but is not limited to any list of suppliers, customers, investors,
      stockholders, including their names, addresses, phone numbers, amount of
      investments and similar information. In addition, any operational information
      of
      Employer, including but not limited to information on Employer's methods of
      conducting business, profits and/or losses of Employer, marketing material
      and
      any information that would reasonably be considered proprietary or confidential
      in nature. Employer has established a valuable and extensive trade in its
      products and services, which business has been developed at a considerable
      expense to Employer. The nature of the business is such that the relationship
      of
      its customers with Employer must be maintained through the close personal
      contact of its employees.

     

    B. Employee
      desires to enter into or continue in the employ of Employer and by virtue of
      such employment by Employer, Employee will become familiar with the manner,
      methods, secrets and confidential information pertaining to such business.
      During the Term, Employee will continue to receive additional confidential
      information of the same kind. Through representatives of Employer, Employee
      will
      become personally acquainted with the business of Employer and its methods
      of
      operation.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    C. In
      consideration of the employment or continued employment of Employee as herein
      provided, the training of Employee by Employer, and the disclosure by Employer
      to employee information described above, Employer requests and Employee makes
      the covenants hereinafter set forth. Employee understands and acknowledges
      that
      such covenants are required for the fair and reasonable protection of the
      business of Employer carried on in the area to which the covenants are
      applicable and that without the limited restrictions on Employee's activities
      imposed by the covenants, the business of Employer would suffer irreparable
      and
      immeasurable damage. The covenants on the part of Employee shall be construed
      as
      an agreement independent of any other provision of this Agreement, and existence
      of any claim or course of action whether predicated on this Agreement or
      otherwise, shall not constitute a defense to the enforcement by Employer of
      the
      covenants.

    


    D. Employee
      agrees that during the term of Employee's employment and for the period of
      sixty
      (60) months immediately following the termination of employment (which said
      time
      period shall be increased by any time during which Employee is in violation
      of
      this Agreement) Employee will not, within the territories hereinafter defined,
      directly or indirectly, for Employee, or on behalf of others, as an individual
      on Employee's own account, or as an employee, agent, or representative for
      any
      other person, partnership, firm or corporation:

    


    
      	 	
              1.

            	
              Shall
                not divulge any business relationships or confidential information
                of the
                Company or Employer to any outside party or new
                employer.

            


    

    


    
      	 	
              2.

            	
              Shall
                not solicit the clients of the Company or
                Employer.

            


    

    


    
      	 	
              3.

            	
              For
                the purposes of this paragraph 8, the business of the Employer shall
                be
                limited to Navigational and Infotainment Systems for OEM’s –After market
                versions - Airline Infotainment Systems and Marine Navigation and
                Infotainments Systems, Fleet Management tracking and Surveillance
                Systems,
                Surveillance and any other related Systems for the use by Government
                and
                or Municipal/State Security-Police agencies, and Infotainment Systems
                in
                general. The wireless data transfer business, which means any business
                primarily involving the wireless transfer of data on behalf of third
                parties. 

            


    

    


    E. The
      territory referred to in this paragraph 8 shall be any and all global regions
      in
      which the Employer is or has business interests/offices/servicing markets and
      that of the United States.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    F. Each
      restrictive covenant is separate and distinct from any other covenant set forth
      in this paragraph. In the event of the invalidity of any covenant, the remaining
      obligation shall be deemed independent and divisible. The parties agree that
      the
      territory set forth is reasonable and necessary for the protection of Employer.
      In the event any term or condition is deemed to be too broad or unenforceable,
      said provision shall be deemed reduced in scope to the extent necessary to
      make
      said provision enforceable and binding.

    


    G. The
      provisions of this paragraph 8 shall not apply if Employee's employment is
      terminated by Employer without Reasonable Cause or by Employee for Good
      Reason.

    


    9.
      INDUCING an EMPLOYEE of EMPLOYER TO LEAVE. Any attempt on the part of Employee
      to induce others to leave Employer's employ or any efforts by Employee to
      interfere with Employer's relationship with other employees would be harmful
      and
      damaging to Employer. Employee expressly agrees that during the term of
      Employee's employment and for a period of sixty (60) months thereafter (provided
      said time period shall be increased by any time during which Employee is in
      violation of this Agreement), Employee will not in any way directly or
      indirectly:

    


    
      	 	
              A.

            	
              Induce
                or attempt to induce an employee to sever his or her employment with
                Employer;

            


    

    


    
      	 	
              B.

            	
              Interfere
                with or disrupt Employer's relationship with other employees;
                and

            


    

    


    
      	 	
              C.

            	
              Solicit,
                entice, take away, or employ any person employed with Employer, excluding
                people Employee brings to Employer.

            


    

    


    10.
      CONFIDENTIAL INFORMATION. It is understood between the parties here that during
      the term of employment, Employee will be dealing with confidential information,
      as defined above, which is Employer's property, used in the course of its
      business. Employee will not disclose to anyone, directly or indirectly, any
      of
      such confidential information or use such information other than in the course
      of Employee's employment. All documents that Employee prepares, or confidential
      information that might be given to Employee in the course of employment, are
      the
      exclusive property of Employer and shall remain in Employer's possession on
      the
      premises. Under no circumstances shall any such information or documents be
      removed without Employer's written consent first being obtained.

    


    11.
      RETURN OF EMPLOYER'S PROPERTY. On termination of employment, regardless of
      how
      termination is effected, or whenever requested by Employer, Employee shall
      immediately return to Employer all of Employer's property used by Employee
      rendering services hereunder or otherwise that is in Employee's possession
      or
      under Employee's control.

    


    12.
      VACATION. Employee shall be entitled to a vacation period of two (2) weeks
      per
      calendar year. No more than one week in one period at a time will be accepted.
      The vacation shall be taken by Employee at such time during the year and for
      such period as agreed to by a member of the Executive Committee of Employer
      and
      as not to interfere with the normal course of business. All vacations must
      be
      taken in the year earned. No vacations will be accrued.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    13.
      REFERENCES. Employer agrees that, upon termination of this Agreement, it will,
      upon written request of Employee, furnish references to third parties, including
      prospective employers, regarding Employee. However, Employee acknowledges that
      it is Employer's policy to confirm employment only and not to release any
      additional information without a written release from Employee.

    


    14.
      NOTICES. A FAXED Copy Signed and witnessed shall be deemed binding and in full
      force and effect. The original shall be sent via Certified Mail, UPS, or
      FED-EX:

    


    If
      to
      Employer:                    
Universal
      Infotainment Systems Corporation

                                                            1771
      West Diehl Road (Suite 330) 

                                                            Naperville,
      Illinois 6060

                                                            Attention:
      Mr. Emanuel Pavlopoulos 

                                                                              
      Chairman-Founder

    


    If
      to
      Employee: James Clark Beattie, Hand delivered.

     

    Either
      party may change its address for the purpose of receiving notices, demands,
      and
      other communications by giving written notice to the other party of the
      change.

    


    15.
      VOLUNTARY AGREEMENT. Employee represents that he has not been pressured, misled
      or induced to enter this Agreement based upon any representation by Employer
      not
      contained herein.

    


    16.
      PROVISIONS TO SURVIVE. The parties hereto acknowledge that many of the terms
      and
      conditions of this Agreement are intended to survive the employment
      relationship. Therefore, any terms and conditions that are intended by the
      nature of the promises or representations to survive the termination of
      employment shall survive the term of employment regardless of whether such
      provision is expressly stated as so surviving.

    


    17.
      MERGER. This Agreement represents the entire Agreement between the parties
      and
      shall not be subject to modification or amendment by any oral representation,
      or
      any written statement by either party, except for a dated written amendment
      to
      this Agreement signed by Employee and an authorized officer of
      Employer.

    


    18.
      VENUE
      and APPLICABLE LAW. This Agreement shall be enforced and construed in accordance
      with the laws of the State of Nevada, and venue to any action or arbitration
      under this Agreement shall be Clark County, NV.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    19.
      SUBSIDIARIES AND AFFILIATED ENTITIES. Employee acknowledges and agrees that
      Employer has or may have various divisions and affiliated entities. In rendering
      services to Employer, Employee will have considerable contact with such
      divisions and affiliates. Therefore, Employee agrees that all provisions of
      paragraphs 7, 8, 9 and 10 shall apply to all such divisions and or
      affiliates.

    


    20.
      PERSONNEL INFORMATION. Employee shall not divulge or discuss personnel
information
      such as salaries, bonuses, commissions and benefits relating to Employee or
      other employees of Employer or any of its subsidiaries with any other person
      except the Executive Committee and the Board of Directors of
      Employer.

    


    21.
      ASSIGNMENT. This Agreement shall not be assignable by either party without
      the
      written consent of the other party; provided, however, that this Agreement
      shall
      be assignable to any corporation or entity which purchases the assets of or
      succeeds to the business of Employer (a "Successor Employer").Subject to the
      foregoing, this Agreement shall be binding upon and inure to the benefit of
      the
      parties hereto and their respective heirs, personal representatives, successors
      and assigns.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

     

    Employer

    


    
      	
              Universal
                Infotainment Systems Corporation

            
	 
	
              By:
                

            	     

	
              Emanuel
                Pavlopoulos, Founder

            
	
              Its:
                Chairman - Founder

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    
      	
              Employee

            
	 
	    

	
              James
                Clark Beattie

            


    

    


    Note:
      

    The
      balance of this page (9) is kept “blank”


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Other
      Benefits

    


    
      	 	
              A.

            	
              Employer
                shall provide Employee with a car allowance equal to or greater than
                that
                as established by the federal government, which allowance shall be
                determined by the board of Directors at a later date and shall be
                reviewed
                annually.

            


    

    


    
      	 	
              B.

            	
              A
                Stock Option plan shall be put in place as determined by the Board
                of
                Directors. This shall be based on performance and productivity, and
                business ventures.

            


    

    


    
      	 	
              C.

            	
              Employee
                is limited to trade in no more then 50,000 Stock issued to Employee
                by the
                Employer per calendar year (Calendar Year interpreted as and starting
                with
                January 2009.)

            


    

    


    
      	 	
              D.

            	
              Should
                the Employee be terminated or leave on his/her own accord that stock
                which
                was issued in that persons name before a 2-year tenure this first
                offering
                will go back to the company at the rate applicable on the day of
                transfer.
                If terminated thereafter the 25th
                month all stock will have first
                right to purchase by Employer
                and all offered stock back at the price
                obtained.

            


    

    


    -
      End -


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    -
      END -

    


    
      	
              Page
                11 of 11

            	
              Employment
                Agreement

            	
              Beattie,
                C

            


    


    
      
        
        

      

      
        11