Exhibit
      10.5

     

    CONSULTING
      AGREEMENT

    


    THIS
      CONSULTING AGREEMENT (this
      “Agreement”) is entered into effective the 1st
      day of
      July 2008 by and between ZWA Consulting Services, LLC (“Consultant”), and CJPG,
      Inc., a Nevada corporation (the “Company”).

     

    WHEREAS,
      the
      Company is in the gaming business;

     

    WHEREAS, the
      Company desires to engage Consultant on a limited basis, and Consultant desires
      to accept such engagement, pursuant to the terms and conditions set forth in
      this Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants herein contained, the parties agree as
      follows:

     

    1. Services.
      The
      Company hereby agrees to engage Consultant on a limited basis to provide various
      consulting services on behalf of the Company, and Consultant hereby accepts
      such
      engagement with the Company on the terms and conditions set forth herein.
      Consultant shall report directly to and shall perform all activities and
      services reasonably requested by the Company’s Chief Executive Officer or Chief
      Financial Officer, including advice and assistance in capital raising and
      investor relations (the “Services”). Consultant shall make Alan Woinski
      available to the Company and Mr. Woinski shall be primarily responsible for
      delivering services to the Company on behalf of the Consultant. Consultant
      shall
      use Consultant’s best efforts to make Consultant available to render such
      Services to the best of Consultant’s abilities. The Services shall be performed
      in a good professional and workmanlike manner by Consultant, to the Company’s
      reasonable satisfaction. Mr. Woinksi shall not be required to devote more than
      five hours during any calendar week nor more than ten hours during any calendar
      month in the performance of his services hereunder. Mr. Woinksi shall be allowed
      to perform the services required hereunder from his personal home or office.
      

     

    2. Term.
      The
      parties agree that this agreement shall have a term of 18 months from the date
      hereof. 

     

    3. Compensation. In
      consideration for Consultant entering into this Agreement
      with
      Company and performing the Services required hereunder:

     

    3.1 Warrant
      Grant.
      The
      Company hereby agrees to issue to Consultant, or Consultant’s respective
      designee, a warrant in a form similar to that attached hereto (“Warrant”)
      purchase an aggregate of Six Hundred Seventy-Eight Thousand and Nine Hundred
      Sixty-Nine (678,969) shares of the Company’s common stock per share (the
“Shares”), at an exercise price of $0.01 per share, of which 246,897 Shares
      shall vest and first become exercisable upon and subject to the Company’s full
      release of all liabilities and obligations under the presently existing line
      of
      credit issued to the Company by Wachovia Corporation. The Shares, when issued
      and paid for pursuant to the terms of the Warrant, shall be fully paid and
      non-assessable upon issuance and subject to the provisions of Section 3.2 below.
      The parties acknowledge that the Company intends to conduct a 6.172440476 for
      one reverse split shortly after the date of this Agreement. The parties further
      acknowledge and agree the Shares are a pre-split amount and that in the event
      the split ratio is lower than 6.172440476 for one (by way of example, 5 for
      one) than
      the
      number of Shares to be represented by the Warrant shall automatically be
      proportionately adjusted. The parties acknowledge that no adjustment shall
      be
      made to the Shares in the event that the split ratio exceeds 6.172440476 to
      one. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.2 Acknowledgement.
      Consultant hereby acknowledges and agrees that the Shares shall be subject
      to
      the following provisions:

    


    (i) The
      Warrant and the Shares will be issued pursuant to exemptions from registration
      under the Securities Act of 1933, as amended (the “Act”), and applicable state
      securities laws, will not be registered for resale with the United States
      Securities and Exchange Commission (the “SEC”) or any state securities
      commission and, as such, will constitute ”restricted securities” as defined in
      the Act and will bear an appropriate restrictive legend;

    


    (ii) Consultant
      may not offer, sell, hypothecate, pledge, transfer, assign or otherwise dispose
      of any of the Warrant or the Shares without (A) first delivering to the Company
      an opinion of counsel satisfactory to the Company that any proposed disposition
      or transfer may be made lawfully without the registration of the securities
      pursuant to the Act and applicable state laws, or (B) registration of such
      securities with the SEC and any appropriate state securities commissions (it
      being expressly understood that the Company shall not have any obligation to
      register the Warrant or any of the Shares); 

     

    (iii) The
      parties agree that the provisions of this Section 3.2 shall survive any
      termination of this Agreement.

    


    3.3 Piggyback
      Registration.
      As
      additional consideration for the Consultant’s services hereunder, the Company
      agrees to provide to the holders of the 2008 Shares (as such term is defined
      below), the same piggyback registration rights set forth in the Warrant attached
      hereto. The term “2008 Shares” means the 1,133,333 shares of the Company’s
      common stock issued pursuant to the director consent dated April 22, 2008..
      

    


    4. Independent
      Consultant Relationship. The
      relationship between the parties shall be strictly limited to the performance
      of
      the Services and shall not constitute a joint venture, partnership, or
      employer-employee relationship. It is expressly understood and agreed that
      Consultant is wholly separate and apart from the Company, and that under no
      circumstances are the Consultant’s employees or agents to be considered the
      Company’s employees or agents. Consultant further agrees that the Consultant
      will be solely responsible for all taxes and benefits relating to the Services
      and any and all compensation paid pursuant to this Agreement, including, but
      not
      limited to, self-employment tax, income tax, workers compensation, insurance,
      holidays, vacations and any other fees or taxes that may be assessed by any
      local, state or federal body. Consultant shall have no authority to bind the
      Company to any contract, agreement or other arrangement or make any
      representation or deliver any instructions on behalf of the Company except
      as
      expressly authorized in writing by the Company’s Chief Executive Officer or
      Chief Financial Officer. Moreover,
      neither
      Consultant nor any of Consultant’s employees or agents will not be entitled to
      participate in any benefit plans available to the Company’s officers, directors
      or employees.
       

     

    
      
        
        

      

      
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    5. Confidential
      Information. 

     

    Consultant
      shall
      maintain the confidentiality of all trade secrets, (whether owned or licensed
      by
      the Company) and related or other interpretative materials and analyses of
      the
      Company’s projects, or knowledge of the existence of any material, information,
      analyses, projects, proposed joint ventures, mergers, acquisitions, divestitures
      and other such anticipated or contemplated business ventures of the Company,
      and
      other confidential or proprietary information of the Company (“Confidential
      Information and Materials”) obtained by Consultant as result of this Agreement
      during the term of the Agreement and for two (2) years following termination
      of
      Consultant’s engagement with the Company.

    


    In
      the
      event that such Confidential Information and Materials are memorialized on
      any
      computer hardware, software, CD-ROM, disk, tape, or other media, Company shall
      have the right, subject to the rights of third parties under contract,
      copyright, or other law, to view, use, and copy for safekeeping or backup
      purposes such Confidential Information and Materials. During the period of
      confidentiality, Consultant shall make no use of such Confidential Information
      and Materials for its own financial or other benefit, and shall not retain
      any
      originals or copies, or reveal or disclose any Confidential Information and
      Materials to any third parties, except as otherwise expressly agreed by the
      Company. Consultant shall have no right to use the Company’s corporate logos,
      trademarks, service marks, or other intellectual property without prior written
      permission of the Company and subject to any limitations or restrictions upon
      such use as the Company may require.

    


    Upon
      expiration or termination of this Agreement, Consultant shall turn over to
      a
      designated representative of the Company all property in Consultant’s possession
      and custody and belonging to the Company. Consultant shall not retain any copies
      or reproductions of correspondence, memoranda, reports, notebooks, drawings,
      photographs or other documents relating in any way to the affairs of the Company
      and containing Confidential Information and Materials which came into
      Consultant’s possession at any time during the term of this
      Agreement.

    


    Consultant
      acknowledges that it may receive from time to time material nonpublic
      information concerning the Company and other parties involved with the Company.
      Consultant, on behalf of itself and its affiliates, acknowledges that it is
      familiar with the Federal securities laws and regulations outlawing insider
      trading and represents and covenants that it shall act in strict accordance
      with
      such laws and regulations at all times.

    


    The
      parties agree that the provisions of this Section 5 shall survive any
      termination of this Agreement.

     

    
      
        
        

      

      
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    6. Notices.
      Any
      notice required or permitted under this Agreement shall be personally delivered
      or sent by recognized overnight courier or by certified mail, return receipt
      requested, postage prepaid, and shall be effective when received (if personally
      delivered or sent by recognized overnight courier) or on the third day after
      mailing (if sent by certified mail, return receipt requested, postage prepaid)
      at the principal place of business of Consultant or the Company, as the case
      may
      be.

     

    7. Survival
      of Certain Provisions.
      Those
      provisions of this Agreement which by their terms extend beyond the termination
      or non-renewal of this Agreement (including all representations, warranties,
      and
      covenants of the parties) shall remain in full force and effect and survive
      such
      termination or non-renewal. 

     

    8. Severability.
      Each
      provision of this Agreement shall be considered severable such that if any
      one
      provision or clause conflicts with existing or future applicable law, or may
      not
      be given full effect because of such law, this shall not affect any other
      provision which can be given effect without the conflicting provision or
      clause.

     

    9. Entire
      Agreement.
      This
      Agreement, the exhibits and any addendum hereto contain the entire agreement
      and
      understanding between the parties, and supersede all prior agreements and
      understandings relating to the subject matter hereof. There are no
      understandings, conditions, representations or warranties of any kind between
      the parties except as expressly set forth herein. 

     

    10. Assignability.
      Consultant may not assign this Agreement to any third party for whatever purpose
      without the express written consent of the Company. The Company may not assign
      this Agreement to any third party without the express written consent of
      Consultant except by operation of law, or through merger, liquidation,
      recapitalization or sale of all or substantially all of the assets of the
      Company, provided that the Company may assign this Agreement at any time to
      an
      affiliate of the Company. The provisions of this Agreement shall inure to the
      benefit of and be binding upon the parties and their respective representatives,
      successors, and assigns. 

     

    11. Headings.
      The
      headings of the paragraphs and sections of this Agreement are inserted solely
      for the convenience of reference. They shall in no way define, limit, extend,
      or
      aid in the construction of the scope, extent, or intent of this Agreement.
      

     

    12. Waiver.
      The
      failure of a party to enforce the provisions of this Agreement shall not be
      construed as a waiver of any provision or the right of such party thereafter
      to
      enforce each and every provision of this Agreement.

     

    13. Amendments.
      No
      amendments of this Agreement shall be binding upon the Company or Consultant
      unless made in writing, signed by the parties hereto, and delivered to the
      parties at the addresses provided herein.

     

    14. Jurisdiction.
      This
      Agreement, including the documents, instruments and agreements to be executed
      and/or delivered by the parties pursuant hereto, shall be construed, governed
      by
      and enforced in accordance with the internal laws of the State of Nevada,
      without giving effect to the principles of comity or conflicts of laws thereof.
      Consultant and the Company agree and consent that any legal action, suit or
      proceeding seeking to enforce any provision of this Agreement shall be
      instituted and adjudicated solely and exclusively in any state or Federal court
      having jurisdiction in Nevada, and Consultant and the Company agree that venue
      will be proper in such courts and waive any objection which they may have now
      or
      hereafter to the venue of any such suit, action or proceeding in such courts,
      and each hereby irrevocably consents and agrees to the jurisdiction of said
      courts in any such suit, action or proceeding. 

     

    
      
        
        

      

      
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    15. Counterparts
      and Electronic Signatures.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      Agreement.

     

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

    


    
      	 	
              CJPG,
                INC.

            
	 	 
	 	
              By
                

            	
              /s/
                Alan Woinski

            
	 	 	 
	 	
              Its

            	
              Chief
                Executive Officer

            
	 	 
	 	
              CONSULTANT:

            
	 	 
	 	
              /s/
                Alan Woinski

            
	 	
              ZWA
                CONSULTING SERVICES, INC.

            
	 	 
	 	
              Acknowledged
                and Agreed to:

            
	 	
              TABLEMAX
                HOLDINGS, LLC

            
	 	 
	 	
              By
                

            	
              /s/
                Stephen Crystal

            
	 	 	 
	 	
              Its

            	
              Chief
                Executive Officer

            


    

     

    
      
        
        

      

      
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    FORM
      OF
      WARRANT

    


    NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
      AND APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR
      SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT OR (II) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
      SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. .
      


    


    WARRANT

    


    To
      Purchase 

    Six
      Hundred Seventy-Eight Thousand and Nine Hundred Sixty-Nine (678,969)


    Shares
      of Common Stock

    of

    CJPG,
      INC.

    


    EXERCISABLE
      ON OR BEFORE, AND VOID AFTER

    5:00
      P.M.
      NEW YORK TIME ON DECEMBER 31, 2011

    


    THIS
      CERTIFIES THAT, for good and valuable consideration, ZWA Consulting Services,
      LLC (the “Holder”), or its assigns, is entitled to subscribe for and purchase
      from CJPG, Inc., a Nevada corporation (the “Company”), up to Six Hundred
      Seventy-Eight Thousand and Nine Hundred Sixty-Nine (678,969) shares of the
      Company’s common stock (the “Warrant Shares”), at an exercise price of $0.01 per
      share (the “Warrant Exercise Price”), of which 246,897 Shares shall vest and
      first become exercisable upon and subject to the Company’s full release of all
      liabilities and obligations under the presently existing line of credit issued
      to the Company by Wachovia Corporation. This Warrant may be exercised in whole
      or in part at any date from the date hereof up to and including 5:00 PM New
      York
      time on December 31, 2011 (the “Warrant Expiration Date”). 

     

    The
      shares that may be acquired upon exercise of this Warrant are referred to herein
      as the “Warrant Shares.” As used herein, the term “Holder” means any party who
      acquires all or a part of this Warrant as a registered transferee of the Holder,
      or any record holder or holders of the Warrant Shares issued upon exercise,
      whether in whole or in part, of the Warrant. The term “Common Stock” means the
      common stock of the Company as of the date hereof, such common stock being
      the
      only class of stock issued by the Company, and shall also include any capital
      stock of any class of the Company hereafter authorized which shall not be
      limited to a fixed sum or percentage in respect of the rights of the holders
      thereof to participate in dividends or in the distribution of assets upon the
      voluntary or involuntary liquidation, dissolution, or winding up of the Company.
      

     

    
      
        
        

      

      
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    This
      Warrant is subject to the following provisions, terms and
      conditions:

     

    1. Exercise;
      Transferability.

     

    (a) The
      rights represented by this Warrant may be exercised by the Holder hereof, in
      whole or in one or more parts (but not as to a fractional share of Common
      Stock), by written notice of exercise (in the form attached hereto) delivered
      to
      the Company at the principal office of the Company prior to the expiration
      of
      this Warrant and accompanied or preceded by the surrender of this Warrant along
      with a check in payment of the Warrant Exercise Price for such
      shares.

     

    2. Exchange
      and Replacement.
      Subject
      to Sections 1 and 7 hereof, this Warrant is exchangeable upon the surrender
      hereof by the Holder to the Company at its office for new Warrants of like
      tenor
      and date representing in the aggregate the right to purchase the number of
      Warrant Shares purchasable hereunder, each of such new Warrants to represent
      the
      right to purchase such number of Warrant Shares (not to exceed the aggregate
      total number purchasable hereunder) as shall be designated by the Holder at
      the
      time of such surrender. Upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction, or mutilation of this
      Warrant, and, in case of loss, theft or destruction, of indemnity or security
      reasonably satisfactory to it, and upon surrender and cancellation of this
      Warrant, if mutilated, the Company will make and deliver a new Warrant of like
      tenor, in lieu of this Warrant. This Warrant shall be promptly canceled by
      the
      Company upon the surrender hereof in connection with any exchange or
      replacement. The Company shall pay all expenses, taxes (other than stock
      transfer taxes), and other charges payable in connection with the preparation,
      execution, and delivery of Warrants pursuant to this
      Section 2.

     

    3. Issuance
      of the Warrant Shares.

     

    (a) The
      Company agrees that the shares of Common Stock purchased upon exercise of this
      Warrant shall be and are deemed to be issued to the Holder as of the close
      of
      business on the date on which this Warrant shall have been surrendered and
      the
      payment made for such Warrant Shares as aforesaid. Subject to the provisions
      of
      paragraph (b) of this Section 3, certificates for the Warrant Shares so
      purchased shall be delivered to the Holder within a reasonable time, not
      exceeding ten (10) days after the rights represented by this Warrant shall
      have
      been so exercised, and, unless this Warrant has expired, a new Warrant
      representing the right to purchase the number of Warrant Shares, if any, with
      respect to which this Warrant shall not then have been exercised shall also
      be
      delivered to the Holder within such time.

     

    (b) Notwithstanding
      the foregoing, however, the Company shall not be required to deliver any
      certificate for Warrant Shares upon exercise of this Warrant except in
      accordance with exemptions from the applicable securities registration
      requirements or registrations under applicable securities laws. Nothing herein,
      however, shall obligate the Company to effect registrations under federal or
      state securities laws, except as provided in Section 9. The Holder agrees
      to execute such documents and make such representations, warranties, and
      agreements as may be required solely to comply with the exemptions relied upon
      by the Company, or the registrations made, for the issuance of the Warrant
      Shares.

     

    
      
        
        

      

      
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    4. Covenants
      of the Company.
      The
      Company covenants and agrees that all Warrant Shares will, upon issuance, be
      duly authorized and issued, fully paid, non-assessable and free from all taxes,
      liens and charges with respect to the issue thereof. The Company further
      covenants and agrees that during the period within which the rights represented
      by this Warrant may be exercised, the Company will at all times have authorized
      and reserved for the purpose of issue or transfer upon exercise of the
      subscription rights evidenced by this Warrant a sufficient number of shares
      of
      Common Stock to provide for the exercise of the rights represented by this
      Warrant. 

     

    5. Anti-Dilution
      Provision.
      The
      Warrant Exercise Price and number of Warrant Shares issuable upon exercise
      of
      this Warrant are subject to adjustment from time to time as set forth in this
      Section 5. 

     

    (a)  Stock
      Dividends and Splits.
      If the
      Company, at any time while this Warrant is outstanding, (i) pays a stock
      dividend on its Common Stock or otherwise makes a distribution on any class
      of
      capital stock that is payable in shares of Common Stock, (ii) subdivides its
      outstanding shares of Common Stock into a larger number of shares, or (iii)
      combines its outstanding shares of Common Stock into a smaller number of shares,
      then in each such case the Warrant Exercise Price shall be multiplied by a
      fraction, the numerator of which shall be the number of shares of Common Stock
      outstanding immediately before such event and the denominator of which shall
      be
      the number of shares of Common Stock outstanding immediately after such event.
      Any adjustment made pursuant to clause (i) of this paragraph shall become
      effective immediately after the record date for the determination of
      stockholders entitled to receive such dividend or distribution, and any
      adjustment pursuant to clause (ii) or (iii) of this paragraph shall become
      effective immediately after the effective date of such subdivision or
      combination. 

     

    (b) Fundamental
      Transactions.
      If, at
      any time while this Warrant is outstanding (i) the Company effects any merger
      or
      consolidation of the Company with or into another person, in which the Company
      is not the survivor, (ii) the Company effects any sale of all or substantially
      all of its assets or a majority of its Common Stock is acquired by a third
      party, in each case, in one or a series of related transactions, or (iii) the
      Company effects any reclassification of the Common Stock or any compulsory
      share
      exchange pursuant to which the Common Stock is effectively converted into or
      exchanged for other securities, cash or property (other than as a result of
      a
      subdivision or combination of shares of Common Stock covered by Section 5(a)
      above) (in any such case, a “Fundamental Transaction”), then the Holder shall
      have the right thereafter to receive, upon exercise of this Warrant, the same
      amount and kind of securities, cash or property as it would have been entitled
      to receive upon the occurrence of such Fundamental Transaction if it had been,
      immediately prior to such Fundamental Transaction, the holder of the number
      of
      Warrant Shares then issuable upon exercise in full of this Warrant without
      regard to any limitations on exercise contained herein (the “Alternate
      Consideration”). The Company shall not effect any such Fundamental Transaction
      unless prior to or simultaneously with the consummation thereof, any successor
      to the Company, surviving entity or the corporation purchasing or otherwise
      acquiring such assets or other appropriate corporation or entity shall assume
      the obligation to deliver to the Holder, such Alternate Consideration as, in
      accordance with the foregoing provisions, the Holder may be entitled to purchase
      and/or receive (as the case may be), and the other obligations under this
      Warrant. The provisions of this paragraph (b) shall similarly apply to
      subsequent transactions analogous to a Fundamental Transaction.

     

    
      
        
        

      

      
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    (c)
       Number
      of Warrant Shares.
      Simultaneously with any adjustment to the Warrant Exercise Price pursuant to
      paragraph (a) of this Section, the number of Warrant Shares that may be
      purchased upon exercise of this Warrant shall be increased or decreased
      proportionately, so that after such adjustment the aggregate Warrant Exercise
      Price payable hereunder for the increased or decreased number of Warrant Shares
      shall be the same as the aggregate Warrant Exercise Price in effect immediately
      prior to such adjustment. 

                                    

    (d)
       Calculations.
      All calculations under this Section 5 shall be made to the nearest cent or
      the
      nearest 1/100th of a share, as applicable. The number of shares of Common Stock
      outstanding at any given time shall not include shares owned or held by or
      for
      the account of the Company, and the sale or issuance of any such shares shall
      be
      considered an issue or sale of Common Stock. 

     

    6. No
      Voting Rights.
      Until
      such time as it is exercised in whole or in part, this Warrant shall not entitle
      the Holder to any voting rights or other rights as a shareholder of the
      Company.

     

    7. Notice
      of Transfer of Warrant or Resale of the Warrant Shares.

     

    (a) Holder,
      by acceptance hereof, agrees to give written notice to the Company before
      transferring this Warrant or transferring any Warrant Shares of such Holder’s
      intention to do so, describing briefly the manner of any proposed transfer.
      Promptly upon receiving such written notice, the Company shall present copies
      thereof to the Company’s counsel and to counsel to the original purchaser of
      this Warrant. If in the opinion of each such counsel the proposed transfer
      may
      be effected without registration or qualification (under any federal or state
      securities laws), the Company, as promptly as practicable, shall notify the
      Holder of such opinion, whereupon the Holder shall be entitled to transfer
      this
      Warrant or to dispose of Warrant Shares received upon the previous exercise
      of
      this Warrant, all in accordance with the terms of the notice delivered by the
      Holder to the Company.

     

    (b) If
      in the
      opinion of either of the counsel referred to in this Section 7, the
      proposed transfer or disposition of this Warrant or such Warrant Shares
      described in the written notice given pursuant to this Section 7 may not be
      effected without registration or qualification of this Warrant or such Warrant
      Shares the Company shall promptly give written notice thereof to the Holder,
      and
      the Holder will limit its activities in respect to such transfer or disposition
      as, in the opinion of both such counsel, are permitted by law.

     

    
      
        
        

      

      
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    8. Fractional
      Shares.

     

    (a) Fractional
      shares shall not be issued upon the exercise of this Warrant, but in any case
      where the Holder would, except for the provisions of this Section, be entitled
      under the terms hereof to receive a fractional share, the Company shall, upon
      the exercise of this Warrant for the largest number of whole shares then called
      for, pay a sum in cash equal to the sum of (a) the excess, if any, of the
      Fair Market Value of such fractional share over the proportional part of the
      Warrant Exercise Price represented by such fractional share, plus (b) the
      proportional part of the Warrant Exercise Price represented by such fractional
      share.

     

    (b) For
      purposes of this Section, the term “Fair Market Value” with respect to shares of
      Common Stock as of a particular date (the “Determination Date”) shall
      mean:

     

    (i) If
      the
      Company’s Common Stock is traded on an exchange or is quoted on The Nasdaq Stock
      Market, then the average closing or last sale prices, respectively, reported
      for
      the ten (10) business days immediately preceding the Determination Date;


     

    (ii) If
      the
      Company’s Common Stock is not traded on an exchange, on The Nasdaq Stock or on
      the local over-the-counter market, then the fair market value of Common Stock
      as
      determined in good faith by the Board of Directors of the Company.

     

    9. Registration
      Rights.

     

    (a) Piggyback
      Registration.
      If the
      Company at any time within two (2) years after the date of this Warrant in
      whole
      or in part proposes to register under the 1933 Act (except by a Form S-4 or
      Form S-8 Registration Statement or any successor forms thereto) or qualify
      for a public distribution under Section 3(b) of the 1933 Act, any of its
      securities, it will give written notice to all Holders of this Warrant, any
      Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and
      any Warrant Shares of its intention to do so and, on the written request of
      any
      such Holder given within twenty (20) days after receipt of any such notice
      (which request shall specify the Warrant Shares intended to be sold or disposed
      of by such Holder and describe the nature of any proposed sale or other
      disposition thereof), the Company will cause all such Warrant Shares, the
      Holders of which shall have requested the registration or qualification thereof,
      to be included in such registration statement proposed to be filed by the
      Company. With respect to each inclusion of securities in a registration
      statement pursuant to this Section 9(a), the selling Holders shall pay
      underwriting discounts or commissions and transfer taxes applicable to the
      selling Holders’ shares, and the Company shall pay all other costs and expenses
      of the registration, including but not limited to all registration, filing
      and
      NASD fees, printing expenses, fees and disbursements of counsel and accountants
      for the Company, all internal expenses, and legal fees and disbursements and
      other expenses of complying with state securities laws of any jurisdictions
      in
      which the securities to be offered are to be registered or qualified. The
      Company need not maintain the effectiveness of any such registration,
      qualification, notification or approval, whether or not at the request of the
      Holders, more than six (6) months following the effective date thereof. The
      Holder’s registration rights hereunder shall entitle Holder to piggyback
      registration rights on a one-time basis and once the Company has registered
      the
      Warrant Shares under the 1933 Act and maintained the effectiveness of such
      registration for six (6) months the Holder’s registration rights hereunder shall
      expire. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (b) Cooperation.
      Upon
      the exercise of registration rights pursuant hereto, each holder agrees to
      supply the Company with such information as may be required by the Company
      to
      register or qualify the shares to be registered.

     

    10. Additional
      Right to Convert Warrant.

     

    (a) The
      holder of this Warrant shall have the right to require the Company to convert
      this Warrant (the “Conversion Right”) at any time after it is exercisable, but
      prior to its expiration into shares of Common Stock as provided for in this
      Section 10. Upon exercise of the Conversion Right, the Company shall
      deliver to the holder (without payment by the holder of any Warrant Exercise
      Price) that number of shares of Company Common Stock equal to the quotient
      obtained by dividing (i) the value of the Warrant at the time the
      Conversion Right is exercised (determined by subtracting the aggregate Warrant
      Exercise Price for the Warrant Shares in effect and exercisable immediately
      prior to the exercise of the Conversion Right from the aggregate Fair Market
      Value for the Warrant Shares immediately prior to the exercise of the Conversion
      Right) by (ii) the Fair Market Value of one share of Common Stock
      immediately prior to the exercise of the Conversion Right.

     

    (b) The
      Conversion Right may be exercised by the holder, at any time or from time to
      time, prior to its expiration, on any business day by delivering a written
      notice in the form attached hereto (the “Conversion Notice”) to the Company at
      the offices of the Company exercising the Conversion Right and specifying
      (i) the total number of shares of Common Stock the Holder will purchase
      pursuant to such conversion and (ii) a place and date not less than one or
      more than 20 business days from the date of the Conversion Notice for the
      closing of such purchase.

     

    (c) At
      any
      closing under Section 10(b) hereof, (i) the Holder will surrender the
      Warrant, (ii) the Company will deliver to the Holder a certificate or
      certificates for the number of shares of Common Stock issuable upon such
      conversion, together with cash, in lieu of any fraction of a share, and
      (iii) the Company will deliver to the Holder a new warrant representing the
      number of shares, if any, with respect to which the Warrant shall not have
      been
      exercised.

     

    (d) For
      purposes of this section, “Fair Market Value” of a share of Common Stock as of a
      particular date shall be determined as provided in Section 8(b)
      above.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, CJPG, Inc. has caused this Warrant to be signed by its duly
      authorized officer and this Warrant to be dated July 1, 2008.

     

    
      	 	
              CJPG,
                INC.

            
	 	 	 
	 	
              By
                

            	     

	 	 	 
	 	
              Its

            	      

	 	 	 
	 	
              Acknowledged
                and Agreed to:

            
	 	
              TABLEMAX
                HOLDINGS, LLC

            
	 	 	 
	 	
              By
                

            	    

	 	 	 
	 	
              Its

            	     



    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    SUBSCRIPTION
      FORM

    (To
      be signed upon exercise of Warrant)


    


    The
      undersigned, the holder of the within Warrant, hereby irrevocably elects to
      exercise the purchase right represented by such Warrant for, and to purchase
      thereunder, ____________ _________________ of the shares of Common Stock of
      CJPG, INC. to which such Warrant relates and herewith makes payment of
      $__________________ therefor in cash or by certified check and requests that
      the
      certificate for such shares be issued in the name of, and be delivered to,
      ______________________, the address for which is set forth below the signature
      of the undersigned.

     

    
      	
              Dated:

            	    
	
            	 	 
	 	 	 
	 	 	    

	 	 	
              (Signature)

            
	 	 	      

	 	 	
              (Name)

            
	 	 	       

	 	 	
              (Address)

            
	 	 	       

	 	 	
              Social
                Security or Tax Ident. No.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    CONVERSION
      NOTICE

    (To
      be signed upon exercise of Warrant pursuant to Section
      10)


    


    The
      undersigned hereby irrevocably elects to exercise the conversion right provided
      in Section 10 of the within Warrant for, and to acquire thereunder,
      _________________________ shares of Common Stock. If said number of shares
      shall
      not be all the shares purchasable under the within Warrant, a new Warrant is
      to
      be issued in the name of said undersigned for the balance remaining of the
      shares purchasable thereunder rounded up to the next higher number of
      shares.

     

    Please
      issue a certificate or certificates for such Common Stock in the name
      of: ___________________________.

     

    
      	
              Dated:

            	    
	
            	 	 
	 	 	 
	 	 	      

	 	 	
              (Signature)

            
	 	 	     

	 	 	
              (Name)

            
	 	 	      

	 	 	
              (Address)

            
	 	 	     

	 	 	
              Social
                Security or Tax Ident. No.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
      FORM

    (To
      be signed upon authorized transfer of Warrant)


    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns, and transfers unto
      ______________________________ the right to purchase ____________ shares of
      Common Stock of CJPG, INC. to which the within Warrant relates and appoints
      ___________________ attorney, to transfer said right on the books of
      ________________ with full power of substitution in the premises.

     

    
      	
              Dated:

            	     
	
            	 	 
	 	 	 
	 	 	    

	 	 	
              (Signature)

            
	 	 	     

	 	 	
              (Name)

            
	 	 	    

	 	 	
              (Address)

            
	 	 	     

	 	 	
              Social
                Security or Tax Ident. No.

            


    

     

    
      
        
        

      

      
        15