Williams
      Law Group, P.A.

    2503
      W. Gardner Ct.

    Tampa
      FL 33611

    Phone:
      813.831.9348

    Fax:
      813.832.5284

    e-mail:
      wmslaw@tampabay.rr.com

    www.gopublicdirect.com

    


    June
      11,
      2008

    


    Universal
      Infotainment Systems Corporation 

    Manny
      Pavlopoulos, Principal

     

    Via
      e-mail

    


    Re:
      Engagement Agreement

    


    Dear
      Sirs:

    


    We
      understand that you wish to engage our legal services in connection with
      assisting you to “Go Public” by securing a qualification for the quotation of
      your securities on the OTC Bulletin Board.

    


    We
      will
      provide legal services in connection with the foregoing, with the transaction
      being effected and our services related thereto as set forth in the attached
      ROADMAP TO GOING PUBLIC. 

    


    Fees
      and Costs

    


    Our
      fee
      shall be $36,000, payable $12,000 upon commencement of work, $12,000 upon filing
      of the registration statement, and $12,000 upon effectiveness of the
      registration statement. In addition, you will issue us upon execution of this
      agreement an amount of shares equal to .5% [or 50,000 shares assuming 10,000,000
      issued and outstanding] of total issued and outstanding shares of common stock
      at the time the company commences trading [estimated amount to be issued upon
      execution of this Agreement and adjusted based upon actual number at time
      trading commences]. Note in the Roadmap the additional $5,000 fee if we are
      required to prepare a Private Placement Memorandum as part of the transaction.
      If at any time you terminate this agreement except for my material
      non-performance, the entire remaining unpaid fee shall become due and payable
      in
      full and all prior payments in cash and stock will be retained as fully earned
      for services rendered. 

    


    Please
      wire all payments due as follows:

    


    WILLIAMS
      LAW GROUP, P.A.

    Account
      Number: 7522000112

    ABA
      066009650

    Northern
      Trust Bank, N.A.

    Miami,
      FL

    


    The
      attached schedule sets forth the principal additional costs you
      have,
      although there could be more depending upon specific facts and circumstances
      related to your transaction. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IT
      IS OF THE UTMOST IMPORTANCE FOR ME TO KNOW AT ALL TIMES THAT YOU ARE SATISFIED
      WITH THE SERVICES PROVIDED BY THIS OFFICE.
      So that
      there will always be full and open communication between us, and so that we
      may
      clearly understand and promptly deal with any concerns you may have about our
      services, you agree to let us know immediately in writing of any concerns you
      may have about the services we perform for you or invoices which have been
      rendered. If you wait to inform us of your concerns until a later time, it
      may
      no longer be possible for us to take any meaningful steps to address those
      concerns. At no time will we make any charge for time spent discussing such
      matters. REMEMBER
      THAT TIME IS OF THE ESSENCE IN ADDRESSING ANY SUCH CONCERNS YOU MAY
      HAVE.

    


    If
      there
      are any questions concerning this agreement, please contact the
      undersigned

    


    If
      it is
      agreed that the foregoing sets forth the conditions of our engagement, please
      sign the extra copy of this letter where indicated and return it.

    


    
      	 	
              Sincerely,

            
	 	 
	 	
              /s/
                MICHAEL T. WILLIAMS, ESQ.

            
	 	 
	 	
              Michael
                T. Williams, Esq.

            


    

    


    The
      above
      is understood and agreed to:

    


    
      	
              /s/
                Manny Pavlopoulos 

            	 
	
              Universal Infotainment Systems Corporation
                

            	
            	 
	
              Manny
                Pavlopoulos, Principal

            	 


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Go
      Public Direct Cost Estimate Schedule

    


    This
      schedule sets forth the principal costs you will have in a Go Public Direct
      transaction, although there could be more depending upon specific facts and
      circumstances related to your transaction.

     

    
      	
              EXPENSE 

            	 	
              AMOUNT

            
	
              SEC
                Accountant

            	 	
              $7,500
                (no activity ever) - $100,000+

            
	
              Edgarization
                [Conversion of your documents to special SEC filing
                format.]

            	 	
              $2,500
                - $10,000+. 

            
	
              506
                Blue Sky Filing Fees for the 506 offering. Remember, we do not do
                Blue Sky
                work, so you will have to engage a filing service

            	 	
              Filing
                fees $0-1,500 per state

            
	
              SEC
                filing fee

            	 	
              Less
                than $1,000, unless you have substantial assets. [.000107 of the
                total
                offering amount]

            
	
              S
                & P Corporate Manual Listing

            	 	
              Necessary
                for secondary trading in 38 states. 

            
	 	 	
              $6,000
                for first year. Additional states can be obtained at a cost of
                approximately $400 plus filing fees per state.

            
	
              Transfer
                Agent/Market Maker

            	 	
              You
                cannot pay the market maker. You will have to pay the Transfer
                Agent

            
	 	 	
              As
                with the accountant, you’ll have to negotiate your fee with the Transfer
                Agent just as you have to negotiate CPA fees. Initial set up fees
                are may
                range from $3,000 to $10,000, but may vary depending upon your situation.
                On-going costs vary.

            
	
              Investor
                Relations/Public Relations Firms

            	 	
              These
                fees are all over the place. I’d be happy to give you my input if you
                request.

            
	
              CUSIP
                Number

            	 	
              $100