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                                                                   EXHIBIT 10.31


                             CONTRIBUTION AGREEMENT

This Agreement ("Agreement") is entered into by on the 15th day of January, 2002
(the "Effective Date") by Venetian Casino Resort, LLC ("Venetian"), and GET/SSP,
LLC ("GET/SSP"), and in consideration of the covenants, representations, and
warranties set forth herein and other good and valuable consideration, Venetian
and GET/SSP hereby agree to the following:

1.    DEFINITIONS AND INTERPRETATIONS

      1.1   The following words shall have the following meanings for the
            purpose of this Agreement:

            a.    "Action" shall mean cease and desist letter, lawsuit or other
                  legal notice or demand.

            b.    "Appropriate Visitors" shall mean visitors to the Venetian
                  Casino Sites whom are of legal age to gamble in the
                  jurisdiction where they reside and who do not reside in or
                  place bets or wagers from the Illegal Localities.

            c.    "Closing" shall mean satisfying all, or obtaining written
                  waivers from GET/SSP and Venetian of all, of the conditions
                  set forth in Section 10.1.

            d.    "Closing Date" shall mean the date on which all of the
                  conditions set forth in Section 10.1 have been satisfied or
                  waived by GET/SSP and Venetian.

            e.    "Design and Implementation Costs" shall mean all reasonable
                  costs associated with getting the Venetian Casino Sites in a
                  condition ready for immediate use, including, but not limited
                  to, third party software licenses, hardware as set forth in
                  Exhibit G, communications lines, communications equipment,
                  facilities, labor costs and salaries of Joint Entity
                  employees.

            f.    "Disclose" shall mean disclose, disseminate, transmit,
                  publish, distribute, make available or otherwise convey or
                  communicate.

            g.    "Documentation" shall mean all Initial GET Software and
                  GET/SSP Software manuals, application programming interface
                  references, open architecture documents, and other documents
                  related to the operation, maintenance, enhancement, and
                  interaction of the GET Software and GET/SSP Software.

            h.    "Initial GET Software" shall mean the executable forms of the
                  Internet Casino Gaming System (ICGS), the Internet Casino
                  Administration Centre (ICAC), and GET Internet Casino Games as
                  set forth in greater detail in Exhibit A.

            i.    "Gross Joint Entity Revenue" shall mean the gross revenue
                  received by the Joint Entity, including, but not limited to,
                  advertising revenue, all ancillary revenue and all revenue


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                  received through the Venetian Casino Sites or other sites
                  operated by the Joint Entity.

            j.    "Illegal Localities" shall mean the jurisdictions depicted in
                  Exhibit D and any other jurisdiction where either Venetian or
                  GET/SSP reasonably believes, and has notified the other party
                  of such a belief, that the acceptance or placing of bets or
                  wagers is illegal or of which the legality is reasonably
                  unclear.

            k.    "Intellectual Property" shall mean state, federal, foreign and
                  registered and common law trademarks, service marks, trade
                  dress, patents, copyrights, mask works, trade secrets,
                  confidential information, technology, know how, show how,
                  inventions (whether or not patentable), creations (whether or
                  not copyrightable), and any form of intangible right, title or
                  interest of any form or nature whatsoever, including, without
                  limitation, all applications for registration and/or issuance
                  of them, all moral rights for the foregoing and all goodwill
                  associated with the foregoing.

            l.    "Joint Entity" shall have the meaning set forth in Section 2
                  of this Agreement.

            m.    "Most Favored Customer" shall mean charging the lowest price
                  for the relevant service or products as that charged to any
                  customer of GET/SSP or its subsidiaries.

            n.    "Net Joint Entity Revenue" shall mean the Gross Joint Entity
                  Revenue less the Operating Costs.

            o.    "Operating Costs" shall mean the costs of the Joint Entity of
                  operating and supporting the Venetian Casino Sites, such costs
                  to include, but not be limited to, sales, general and
                  administrative costs, advertising costs, third party
                  intellectual property licenses, fees and royalties, travel &
                  lodging, third party software licenses, communications costs,
                  salaries, Software enhancements, system upgrades, maintenance
                  costs, utilities, rent, bonuses, insurance, financial
                  institution charges, player payouts, and all other reasonable
                  business costs.

            p.    "Parties" shall mean Venetian and GET/SSP.

            q.    "Party" shall mean either Venetian or GET/SSP.

            r.    "Software" shall mean the SSP Software, the GET Software, and
                  third party software recommended by GET/SSP to work with the
                  SSP Software and GET Software as set forth in Exhibit F.

            s.    "Source Code" shall mean the human readable code that
                  comprises the Software that GET/SSP, or its subsidiaries, owns
                  or licenses, and is used to compile or build the Initial GET
                  Software and SSP Software.


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            t.    "GET/SSP Cap" shall mean ten million dollars ($10,000,000).

            u.    "GET/SSP Facility" shall mean the physical building facility
                  and space owned or leased by GET/SSP in Las Vegas, Nevada.

            v.    "SSP Hardware" shall mean the hardware owned, licensed and/or
                  developed by SSP that is set forth in Exhibit I and is
                  contemplated for use or actually used with the Venetian Casino
                  Sites.

            w.    "SSP Software" shall mean the software in executable form,
                  owned or licensed by SSP, its subsidiaries and affiliates and
                  set forth in Exhibit B that is for use with the Venetian
                  Casino Sites.

            x.    "Unauthorized Users" shall mean any person or entity that does
                  not have the written permission of Venetian to possess, view
                  or otherwise use the Venetian Lists.

            y.    "Venetian Casino Sites" shall mean the online gambling and
                  gaming Internet web sites (including but not limited to those
                  branded with the Venetian Marks) dedicated to hosting an
                  Internet wagering facility, in English and other languages,
                  for exclusive operation by the Joint Entity.

            z.    "Venetian Cap" shall mean five million dollars ($5,000,000).

            aa.   "Venetian Lists" shall mean the trade secret potential
                  international customer lists compiled by Venetian and owned by
                  Venetian or its parent company or affiliates.

            bb.   "Venetian Marks" shall mean the trademarks and service marks
                  owned by Venetian or licensed to Venetian as set forth in
                  Exhibit C.

            cc.   "Venetian Works" shall mean the copyright protected works
                  owned by the Venetian that are supplied to the Joint Entity
                  for incorporation in the Venetian Casino Sites.

      1.2   References to a "Section" shall be deemed references to an
            enumerated section of this Agreement.

      1.3   All references to currency in this Agreement shall be in United
            States dollars unless otherwise specified.

      1.4   Section headings are used for convenience only and shall have no
            interpretative effect or impact whatsoever.

      1.5   The word "Exhibit" shall mean an enumerated exhibit all of which
            shall be deemed attached hereto and incorporated herein by way of
            the specific reference or references made in this Agreement.

2.    JOINT ENTITY AND FORMATION. Subject to the conditions precedent in
      Section 9 of this Agreement:

      2.1   ENTITY FORMATION. Upon Closing, Venetian and GET/SSP shall form a
            new Delaware Limited Liability Company, in accordance with the laws
            of Delaware and assisted by counsel licensed to practice law


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            in Delaware, to operate the Venetian Casino Sites and Software (the
            new entity hereinafter referred to as the "Joint Entity").

            a.    MANAGERS. The Joint Entity shall have seven (7) company
                  managers (the "Managers").

            b.    INITIAL SELECTION OF MANAGERS. Upon formation of the Joint
                  Entity, Venetian shall select three (3) Managers, GET/SSP
                  shall select three (3) Managers, and the resulting six (6)
                  Managers shall select one (1) Manager.

            c.    TERM OF MANAGERS. The Managers of the Joint Entity shall serve
                  terms not to exceed three years (but capable of re-election).
                  Each year at least two Managers of the Joint Entity shall have
                  their term expire.

            d.    SELECTION OF REPLACEMENT MANAGERS. If the total Net Joint
                  Entity Revenue for the Joint Entity earned since the formation
                  of the Joint Entity is less than or equal to eight million
                  dollars ($8,000,000), then, for vacancies created by the
                  expiration of the term of a manager, three (3) of the Managers
                  shall remain selections of Venetian, three (3) of the Managers
                  shall remain selections of GET/SSP, and one (1) of the
                  Managers shall remain a selection of the other Managers. After
                  the total Net Joint Entity Revenue for the Joint Entity earned
                  since the formation of the Joint Entity exceeds eight million
                  dollars ($8,000,000), then, for vacancies created by the
                  expiration of the term of a Manager, four (4) of the Managers
                  shall be selections of Venetian, two (2) of the Managers shall
                  be selections of GET/SSP, and the remaining Manager shall be
                  selected by the other six (6) Managers.

      2.2   OWNERSHIP. The initial share of ownership shall be Venetian with
            fifty percent (50%) and GET/SSP with fifty percent (50%). The share
            of ownership shall change to Venetian with eighty percent (80%) and
            GET/SSP with twenty percent (20%) automatically when the total Net
            Joint Entity Revenue for the Joint Entity earned since the formation
            of the Joint Entity exceeds eight million dollars ($8,000,000) as
            more particularly addressed in Section 5 hereof.

      2.3   POWER TO BIND. Venetian and GET/SSP agree that, as promoters of the
            Joint Entity, and the expected sole owners of the Joint Entity, they
            expressly have the power to bind the Joint Entity to the obligations
            and duties set forth in this Agreement prior to the formation of the
            Joint Entity.

      2.4   INITIAL TASKS AFTER FORMATION. The Joint Entity shall, as soon as
            possible after formation, perform the following tasks:

            a.    PREPARE A BUSINESS PLAN - Prepare a business plan that at a
                  minimum addresses marketing plans, revenue projections, cost
                  projections, and plans for exploring new revenue streams.


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            b.    PREPARE A REGULATORY COMMUNICATIONS PLAN - Prepare a plan for
                  governmental and regulatory efforts and costs.

            c.    PREPARE A REGULATORY COMPLIANCE PLAN AND POLICIES - Prepare a
                  plan for complying with all regulatory agencies and
                  governmental bodies with jurisdiction over the Joint Entity,
                  Venetian and GET/SSP.

            d.    PREPARE BUDGETS - Prepare operating and marketing budgets.

            e.    PREPARE EMPLOYEE OWNERSHIP SHARE OPTION POLICY.

            f.    ESTABLISH BANK ACCOUNTS.

      2.5   BUDGET APPROVALS. All proposed budgets shall require approval by a
            majority of the seven managers.

      2.6   NEVADA GAMING REGULATIONS. The Parties agree that the Joint Entity
            shall at all times comply with Nevada gaming laws and regulations,
            even if the Joint Entity has no licenses from Nevada or is otherwise
            not subject to jurisdiction in Nevada. The Parties agree that this
            requirement shall be an essential provision in the formation
            documents of the Joint Entity.

      2.7   PURPOSE. The Parties agree that the purpose of the Joint Entity
            shall be to offer online gambling and gaming services from a
            Jurisdiction, as defined in Section 9.4 hereof, where such activity
            is legal, to people who are of legal age to gamble in their
            jurisdictions and for whom placing wagers over the Internet with the
            Joint Entity is legal.

      2.8   INDEPENDENT ENTITY. The Parties agree that the Joint Entity shall be
            an independent entity capable of binding itself to other agreements,
            including entering into agreements to provide additional online
            gaming Sites branded with the marks of other entities.

      2.9   ADDITIONAL CAPITAL. If the capital contributions required by the
            Joint Entity from the Parties exceed fifteen million dollars
            ($15,000,000), then the Parties may either (i) mutually terminate
            the Joint Entity pursuant to Section 13.3 of this Agreement or (ii)
            provide such additional capital as agreed to by the Parties (the
            "Additional Capital Sum"), with thirty three and three tenths
            percent (33.3%) of the Additional Capital Sum from Venetian and
            sixty six and seven tenths percent (66.7%) of the Additional Capital
            Sum from GET/SSP, or in a appropriate ratio in accordance with the
            distribution interests to the Parties, or (iii) raise funds through
            such other means or take such other actions as the Joint Entity may
            determine.

3.    VENETIAN CONTRIBUTIONS. For its portion of ownership interest in the Joint
      Entity, immediately after Closing, Venetian, at no additional cost to the
      Joint Entity or GET/SSP, shall contribute:

      3.1   MARK LICENSE. A nonexclusive (except as otherwise provided in
            Section 3.1.c.), nontransferable, limited license to use the
            Venetian Marks, in text and design format, on the Venetian Casino
            Sites subject to the following conditions:


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            a.    TERM. The term of the mark license shall be from the date of
                  Closing until the Joint Entity is dissolved or the Mark
                  license is terminated.

            b.    LIMITATION OF USE. The license from Venetian to the Joint
                  Entity to use the Venetian Marks shall be limited to the use
                  of Venetian Marks set forth on Exhibit C for use by the Joint
                  Entity on the Venetian Casino Sites.

            c.    LIMITATION OF EXCLUSIVITY. During the term of the license,
                  Venetian shall not license the Venetian Marks for use on any
                  other internet gambling sites that accept live wagers and
                  which compete with the Venetian Casino Sites.

            d.    OWNERSHIP OF MARKS. Joint Entity will acknowledge Venetian's
                  ownership of the Venetian Marks. The Joint Entity will do
                  nothing during or after the term hereof inconsistent with such
                  ownership. All use of the Venetian Marks by the Joint Entity
                  shall inure to the benefit of and be on behalf of Venetian.
                  The Joint Entity shall assist Venetian, at Venetian's sole
                  expense, in any efforts to record Venetian's rights in, to and
                  arising out of the use of the Venetian Marks by the Joint
                  Entity. Nothing in this Agreement shall give the Joint Entity
                  any right, title or interest in the Venetian Marks other than
                  the right to use the Venetian Marks in accordance with the
                  license and the Joint Entity's Operating Agreement, and the
                  Joint Entity shall not attack the title of Venetian to the
                  Venetian Marks or attack the validity of the Venetian Marks or
                  the validity of the license concerning the Venetian Marks. The
                  Joint Entity shall not use any permutations of the Venetian
                  Marks or any symbols, text or designs that are confusingly
                  similar to any of the Venetian Marks. Any new words, devices,
                  designs, slogans or symbols created by or on behalf of the
                  Joint Entity for use on the Venetian Casino Sites that
                  indicate an affiliation with Venetian or that indicate
                  Venetian as the source of any product or service will be the
                  property of Venetian.

            e.    QUALITY STANDARDS. The nature and quality of all services
                  rendered by the Joint Entity in conjunction with the Venetian
                  Marks and related uses of the Venetian Marks by the Joint
                  Entity shall conform to the reasonable standards set by and be
                  under the control of Venetian, such standards to be provided
                  in writing from time to time by Venetian.

            f.    QUALITY MAINTENANCE. The Joint Entity shall cooperate with
                  Venetian in facilitating Venetian's control of the nature and
                  quality of the use of the Venetian Marks, shall permit
                  reasonable inspection of the Venetian Casino Sites, and shall
                  assist Venetian in obtaining specimens of all uses of the
                  Venetian Marks upon request.


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            g.    ATTRIBUTION. The Joint Entity shall clearly indicate on the
                  Venetian Casino Sites and in the Venetian Casino Sites' user
                  terms and conditions, in any format reasonably requested by
                  Venetian, consistent with appropriate regulatory requirements,
                  that the Venetian Marks are trademarks and service marks of
                  Venetian.

            h.    TERMINATION OF LICENSE TO USE MARKS. Venetian shall have the
                  right to terminate the license of the Venetian Marks to the
                  Joint Entity (i) upon not less than thirty (30) days prior
                  written notice the Joint Entity in the event of any
                  affirmative act of insolvency by the Joint Entity (as agreed
                  to in good faith by the Managers of the Joint Entity) that is
                  not dismissed within ninety (90) days, or (ii) or upon not
                  less than thirty (30) days prior written notice (such notice
                  shall detail the alleged breach and the conditions for cure)
                  that the Joint Entity has breached the license by materially
                  exceeding the scope of the Venetian Marks license or upon a
                  finding in Venetian's reasonable opinion that use of the
                  Venetian Works by the Joint Entity is materially contrary to
                  the quality, nature and image that Venetian desires to portray
                  with the Venetian Marks, and such breach is not cured within
                  thirty (30) days.

            i.    EFFECT OF TERMINATION. Termination of the license from
                  Venetian to the Joint Entity to use the Venetian Marks shall
                  be deemed a termination of this Agreement pursuant to Section
                  13.1 of this Agreement. Upon termination of the license from
                  Venetian to the Joint Entity to use the Venetian Marks, the
                  Joint Entity shall (i) immediately discontinue all use of the
                  Venetian Marks, name, and any term, graphic or symbol that may
                  be confusingly similar thereto, (ii) delete same from the
                  Venetian Casino Sites and from all media in the possession or
                  control of the Joint Entity and (iii) execute whatever
                  documents Venetian deems necessary to effect the intent of
                  this Section.

      3.2   WORKS LICENSE. A nonexclusive (except as otherwise provided in
            Section 3.2.c.), non-transferable license to use the Venetian Works
            on the Venetian Casino Sites subject to the following conditions:

            a.    TERM. The term of the license shall be from the date of
                  Closing until the Joint Entity is dissolved or the Works
                  license is terminated..

            b.    LIMITATION OF USE. The license from Venetian to the Joint
                  Entity to use, modify, reproduce and distribute the Venetian
                  Works is limited to use by the Joint Entity of the Venetian
                  Works on the Venetian Casino Sites.

            c.    LIMITATION OF EXCLUSIVITY. During the term of this Agreement,
                  Venetian shall not license the Venetian Works


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                  for use on any other internet gambling sites that accept live
                  wagers and which compete with the Venetian Casino Sites.

            d.    OWNERSHIP OF WORKS. The Joint Entity will acknowledge
                  Venetian's exclusive ownership in or control of the Venetian
                  Works. Joint Entity will do nothing inconsistent with such
                  ownership will reasonably assist Venetian, at Venetian's cost,
                  in any and all efforts to record Venetian's rights in, to and
                  arising out of the Venetian Works. Nothing in this Agreement
                  shall give the Joint Entity any right, title or interest in
                  the Venetian Works other than the right to use the Venetian
                  Works in accordance with the license and the Joint Entity's
                  Operating Agreement. The Joint Entity will not attack the
                  title of Venetian to the Venetian Works or attack the validity
                  of the license concerning the Venetian Works.

            e.    SUBLICENSE. The Joint Entity may sublicense the use,
                  modification and reproduction of the Venetian Works to GET/SSP
                  for the sole purpose of incorporating the Venetian Works into
                  the visual presentation of the Software. The Venetian and
                  GET/SSP hereby acknowledge and agree that any derivative works
                  of the Venetian Works shall be the sole property of the Joint
                  Entity, to the extent that such derivative works do not
                  incorporate the Venetian Marks.

            f.    ATTRIBUTION. The Joint Entity shall clearly indicate, on the
                  Venetian Casino Sites and in the Venetian Casino Sites' user
                  terms and conditions, that Venetian owns the copyright in and
                  to the Venetian Works. The Joint Entity shall include the
                  following phrase "(C) 2002 Venetian Casino Resort, LLC, All
                  Rights Reserved", or such other date or ownership attribution
                  as Venetian may direct.

            g.    TERMINATION OF LICENSE TO USE WORKS. Venetian shall have the
                  right to terminate the license of the Venetian Works to the
                  Joint Entity (i) upon not less than thirty (30) days prior
                  written notice to the Joint Entity in the event of any
                  affirmative act of insolvency by the Joint Entity (as agreed
                  to in good faith by the Managers of the Joint Entity) that is
                  not dismissed within ninety (90) days, or (ii) or upon not
                  less than thirty (30) days prior written notice (such notice
                  shall detail the alleged breach and the conditions for cure)
                  that the Joint Entity has breached the license by materially
                  exceeding the scope of the Venetian Works license or upon a
                  finding in Venetian's reasonable opinion that use of the
                  Venetian Works by the Joint Entity is materially contrary to
                  the quality, nature and image that Venetian desires to portray
                  with the Venetian Works, and such breach is not cured within
                  thirty (30) days.


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            h.    EFFECT OF TERMINATION. Termination of the license from
                  Venetian to the Joint Entity to use the Venetian Works shall
                  be deemed a termination of this Agreement pursuant to Section
                  13.1 of this Agreement. Upon termination of the license from
                  Venetian to the Joint Entity to use the Venetian Works, or
                  upon the termination of this Agreement, The Joint Entity shall
                  (i) immediately discontinue all use of the Venetian Works,
                  (ii) delete same from the Venetian Casino Sites and from all
                  media in the possession or control of the Joint Entity and
                  (iii) execute whatever documents Venetian deems necessary to
                  effect the intent of this Section.

            i.    LIMITED INDEMNIFICATION. Venetian shall defend GET/SSP and the
                  Joint Entity and hold GET/SSP and the Joint Entity harmless,
                  at the expense of Venetian, against any Action brought against
                  GET/SSP and the Joint Entity to the extent that it is based on
                  a claim that the Venetian Works, or any part of them, infringe
                  or conflict with the Intellectual Property right, title,
                  interest or license of a third person. Should the Venetian
                  Works become the subject of a claim of infringement of
                  Intellectual Property, Venetian shall have the option, to
                  exercise in its sole discretion, to either (a) substitute the
                  Intellectual Property at issue, provided that such
                  substitution does not jeopardize the maintenance or
                  acquisition of any gaming related licenses in any jurisdiction
                  of any Venetian related entity and the Joint Entity, or
                  materially alter the legality, usability or performance of the
                  Venetian Casino Sites, (b) provide an alternative to using the
                  Intellectual Property at issue, (c) procure for the Joint
                  Entity the right to continue using the Intellectual Property
                  at issue; or (d) if the foregoing are not reasonably
                  available, terminate the license.

      3.3   VENETIAN LISTS. A nonexclusive, non-transferable license to use the
            Venetian Lists, provided by Venetian to the Joint Entity for the
            Venetian Casino Sites subject to the following conditions:

            a.    EXCLUSIVE USE. The Joint Entity shall use the Venetian Lists
                  solely in connection with the operation of the Venetian Casino
                  Sites.

            b.    TERM. The term of the license shall be from the date of
                  Closing until the Joint Entity is dissolved.

            c.    NON DISCLOSURE & SAFE KEEPING.

                  1)    ACKNOWLEDGEMENT. The Joint Entity will acknowledge and
                        agree that the Venetian Lists are trade secrets of
                        Venetian or its parent company or affiliates, and that
                        the Venetian Lists are trade secrets as defined by the
                        Uniform Trade Secrets Act as


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                        enacted in Nevada pursuant to Nevada Revised Statutes
                        Title 52 Chapter 600A.030.5.

                  2)    NON DISCLOSURE. The Joint Entity shall not disclose the
                        Venetian Lists to any person or entity without the prior
                        written permission of Venetian, which may be withheld in
                        the sole and absolute discretion of Venetian.

                  3)    MATERIALS. The Joint Entity and its employees, officers,
                        members, representatives and other agents shall not copy
                        the Venetian Lists in any form without the prior written
                        permission of Venetian which may be withheld in the sole
                        and absolute discretion of Venetian.

                  4)    SAFE-KEEPING. The Joint Entity shall keep the Venetian
                        Lists in a locked, limited access environment, and shall
                        not have any portion of the Venetian Lists in electronic
                        form that is potentially accessible by Unauthorized
                        Users.

                  5)    RETURN OR DESTRUCTION. At any time during the term of
                        this Agreement, or upon the expiration or termination of
                        this Agreement, the Joint Entity shall return or
                        destroy, at the sole discretion of Venetian, all media
                        containing the Venetian Lists and provide Venetian with
                        a written affidavit confirming the return or destruction
                        of such media.

                  6)    OBLIGATIONS OF THE JOINT ENTITY'S REPRESENTATIVES. The
                        Joint Entity shall enter into a written confidentiality
                        agreement that perpetually protects the Venetian Lists
                        with any employees, officers, representatives, and
                        agents of the Joint Entity that have access to the
                        Venetian Lists, with the form and substance of such a
                        confidentiality agreement to be subject to Venetian's
                        reasonable approval.

                  7)    PERPETUAL OBLIGATIONS The obligation of the Joint
                        Entity, its employees, members, officers,
                        representatives and agents to maintain the
                        confidentiality of the Venetian Lists shall survive the
                        termination of this Agreement in perpetuity.

                  8)    TERMINATION OF LICENSE TO USE LISTS. Venetian shall have
                        the right to terminate the license of the Venetian Lists
                        to the Joint Entity (i) upon not less than thirty (30)
                        days prior written notice to the Joint Entity in the
                        event of any affirmative act of insolvency by the Joint
                        Entity (as agreed to in good faith by the Managers of
                        the Joint Entity) that is not


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                        dismissed within ninety (90) days, or (ii) immediately
                        upon a good faith finding in Venetian's reasonable
                        opinion that Joint Entity has breached any provision of
                        Section 3.3.c of this Agreement.

            d.    EFFECT OF TERMINATION. Termination of the license from
                  Venetian to the Joint Entity to use the Venetian Lists shall
                  be deemed a termination of this Agreement and of the Joint
                  Entity pursuant to Section 13.1 of this Agreement. Upon
                  termination of the license from Venetian to the Joint Entity
                  to use the Venetian Lists, The Joint Entity shall (i)
                  immediately discontinue all use of the Venetian Lists, (ii)
                  return or destroy all media that contains the Venetian Lists,
                  or any portion thereof, the decision to destroy or return
                  shall be in the sole and absolute discretion of Venetian, and
                  (iii) shall promptly execute whatever documents Venetian deems
                  necessary to effect the intent of this Section.

      3.4   CROSS MARKETING. Commercially reasonable efforts to promote the
            Venetian Casino Sites to Appropriate Visitors.

      3.5   CAPITAL CONTRIBUTION. Capital to the Joint Entity not to exceed the
            Venetian Cap, to be used to cover thirty three and three tenths
            percent (33.3%) of the actual Design and Implementation Costs and
            initial Operating Costs for the Venetian Casino Sites pursuant to
            Sections 5.4 and 5.5 of this Agreement, provided that (i) the Joint
            Entity provides Venetian with a written detailed plan for
            implementation along with the Design and Implementation Costs
            estimate as set forth in Section 9.7 of this Agreement, (ii)
            Venetian, in writing, approves of the detailed plan for
            implementation and the estimate Design and Implementation Costs,
            (iii) the Joint Entity provides Venetian with an actual accounting
            of the Design and Implementation Costs, and (iv) the actual Design
            and Implementation Costs do not exceed the estimated Design and
            Implementation Costs by more than fifteen percent (15%) of the
            estimated Design and Implementation Costs.

      3.6   DOMAIN NAME. A license to use a domain name or set of domain names
            for the Venetian Casino Sites. All domain names shall be owned by
            Venetian and remain the property of Venetian.

4.    CONTRIBUTIONS OF GET/SSP. For its portion of ownership interest in the
      Joint Entity, immediately after Closing, GET/SSP, at no additional cost to
      the Joint Entity or Venetian, shall contribute:

      4.1   GET SOFTWARE SUBLICENSE. A nonexclusive, limited sublicense to use,
            publicly display, modify, reproduce, and copy the GET Software
            solely for the Venetian Casino Sites subject to the following
            conditions:

            a.    TERM. The term of the sublicense shall be from the date of
                  Closing until the Joint Entity is dissolved or the sublicense
                  is terminated.


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            b.    LIMITATION ON LICENSE. The sublicense to the GET Software
                  shall only be applicable to uses, displays, modifications,
                  reproductions and copies directly related to the development,
                  implementation, operation and enhancement of the Venetian
                  Casino Sites.

            c.    OWNERSHIP OF INITIAL WORKS. The Joint Entity will acknowledge
                  GET/SSP's exclusive ownership in, license to, or control of
                  the portions of the GET Software owned or licensed by GET/SSP
                  as initially delivered to the Joint Entity (the "Initial GET
                  Software"). The Joint Entity will do nothing inconsistent with
                  such sublicense or ownership and shall reasonably assist
                  GET/SSP at GET/SSP's cost, in any and all efforts to record
                  GET/SSP's rights in, to and arising out of the Initial GET
                  Software. Nothing in this Agreement shall give the Joint
                  Entity any right or title in the Initial GET Software other
                  than the right to use, publicly display, modify, reproduce and
                  copy the Initial GET Software in accordance with the
                  sublicense and the Joint Entity's Operating Agreement and the
                  Joint Entity will not attack the license to or title of
                  GET/SSP to the Initial GET Software as initially delivered or
                  attack the validity of the Initial GET Software or any license
                  concerning the GET Software.

            d.    OWNERSHIP OF DERIVATIVE WORKS. To the extent that
                  modifications, enhancements and changes are made to the
                  Initial GET Software by the Joint Entity, such modifications,
                  enhancements and changes shall be considered derivative works
                  owned by the Joint Entity.

            e.    RIGHT OF LAST BID FOR ADD IN MODULES AND GAMES. For any add in
                  modules or games not created by the Joint Entity, the Joint
                  Entity shall solicit bids for any requested add in modules and
                  games from GET/SSP after soliciting bids from any other entity
                  and shall notify GET/SSP of the details of the bid and give
                  GET/SSP the job if it matches any third party bid in all
                  reasonable material respects.

            f.    OWNERSHIP OF JOINT ENTITY AND THIRD PARTY ADD IN MODULES AND
                  GAMES. The Joint Entity shall have the right and authority to
                  create, or have a third party create, add in modules and
                  additional games for the Initial GET Software. The Joint
                  Entity shall have the right to share any documentation,
                  regardless of source, required by a third party to create, add
                  in modules and additional games for the Initial GET Software.
                  The Joint Entity, or a third party, shall retain all right,
                  title and interest in and to the add in modules and additional
                  games for the Initial GET Software not created by GET/SSP or
                  its subsidiaries.


                                                                   Page 12 of 72
<PAGE>

            g.    TRADEMARKS. To the extent that any GET/SSP trademarks, or
                  trademarks of GET/SSP wholly owned subsidiaries, exist in the
                  Initial GET Software, such trademarks shall remain in the
                  Initial GET Software. If GET/SSP determines that it no longer
                  wishes the Joint Entity to use any GET/SSP trademark on the
                  Venetian Casino Sites, the Joint Entity shall remove such
                  GET/SSP trademarks as requested by GET/SSP.

            h.    ATTRIBUTION. The Joint Entity shall clearly indicate on the
                  Venetian Casino Sites and in the Venetian Casino Sites' user
                  terms and conditions, that GET/SSP, its licensor or its
                  subsidiary owns the copyright in and to the Initial GET
                  Software. The Joint Entity shall include the following phrase
                  "(C) 2002 SSP Solutions, Inc., All Rights Reserved", or such
                  other date or ownership attribution as GET/SSP may direct.

            i.    TERMINATION OF SUBLICENSE TO USE GET SOFTWARE. GET/SSP shall
                  have the right to terminate the Initial GET Software
                  sublicense to the Joint Entity (i) upon not less than thirty
                  (30) days prior written notice to the Joint Entity in the
                  event of any affirmative act of insolvency by the Joint Entity
                  (as agreed to in good faith by the Managers of the Joint
                  Entity) that is not dismissed within ninety (90) days, (ii) or
                  upon not less than thirty (30) days prior written notice (such
                  notice shall detail the alleged breach and the conditions for
                  cure) that the Joint Entity has breached the license by
                  materially exceeding the scope of the Initial GET Software
                  license and such breach is not cured within thirty (30) days.

            j.    LIMITED INDEMNIFICATION. GET/SSP shall defend Venetian and the
                  Joint Entity and hold Venetian and the Joint Entity harmless,
                  at the expense of GET/SSP, against any Action brought against
                  Venetian and the Joint Entity to the extent that it is based
                  on a claim that the Initial GET Software, or any part of it,
                  infringes or conflicts with the Intellectual Property right,
                  title, interest or license of a third person. Should the
                  Initial GET Software become the subject of a claim of
                  infringement of Intellectual Property, GET/SSP shall have the
                  option, to exercise in its sole discretion, to either (a)
                  substitute the Intellectual Property at issue, provided that
                  such substitution does not jeopardize the


                                                                   Page 13 of 72
<PAGE>

                  maintenance or acquisition of any gaming related licenses in
                  any jurisdiction of any Venetian related entity and the Joint
                  Entity, or materially alter the legality, usability or
                  performance of the Venetian Casino Sites, (b) provide an
                  alternative to using the Intellectual Property at issue,
                  provided that such alternative does not jeopardize the
                  maintenance or acquisition of any gaming related licenses in
                  any jurisdiction of any Venetian related entity or materially
                  alter the legality, usability or performance of the Venetian
                  Casino Sites, (c) procure for the Joint Entity the right to
                  continue using the Intellectual Property at issue; or (d) if
                  the foregoing are not reasonably available, terminate the
                  license.

            k.    EFFECT OF TERMINATION. Termination of the license from GET/SSP
                  to the Joint Entity to use the Initial GET Software shall be
                  deemed a termination of this Agreement pursuant to Section
                  13.2 of this Agreement. Upon termination of the license, the
                  Joint Entity shall within one hundred eighty (180) days of
                  receipt of written notice from GET/SSP(i) discontinue all use
                  of the Initial GET Software, (ii) delete same from the
                  Venetian Casino Sites and from all media in the possession or
                  control of Venetian or the Joint Entity as permitted by all
                  applicable laws, orders, and regulations, and (iii) execute
                  whatever documents GET/SSP deems necessary to effect the
                  intent of this Section of the Agreement. During such one
                  hundred eighty (180) day period, all Net Joint Entity Revenue
                  payable to GET/SSP under this Agreement shall continue to be
                  paid to GET/SSP until all use of the Initial GET Software has
                  been discontinued. Notwithstanding any other provision of this
                  Agreement, all data generated by the Joint Entity, whether or
                  not through, by or in relation to the Initial GET Software,
                  shall be retained by the Parties for not less than three (3)
                  years after the termination of the Joint Entity or such other
                  time period that is specified by the Jurisdiction.

            l.    EXCLUSIVITY LIMITATION. During the term of the Joint Entity
                  GET/SSP shall not itself operate, nor shall it enter into any
                  other joint venture to operate an online gambling sites. The
                  foregoing notwithstanding, nothing in this Agreement shall
                  preclude or otherwise prevent GET/SSP from providing
                  technologies, services, or licenses to other online gambling
                  sites or entities.

      4.2   SSP SOFTWARE SUBLICENSE. A nonexclusive, limited sublicense to use,
            publicly display, modify, reproduce, and copy the SSP Software
            exclusively for the Venetian Casino Sites subject to the following
            conditions:

            a.    TERM. The term of the sublicense shall be from the date of
                  Closing until the Joint Entity is dissolved or the sublicense
                  is terminated.

            b.    LIMITATION ON LICENSE. The license in the SSP Software shall
                  only be applicable to uses, displays, modifications,
                  reproductions and copies directly related to


                                                                   Page 14 of 72
<PAGE>

                  the development, implementation, operation and enhancement of
                  the Venetian Casino Sites.

            c.    OWNERSHIP OF INITIAL WORKS. The Joint Entity will acknowledge
                  GET/SSP's license to, ownership in, or control of the portions
                  of the SSP Software licensed by GET/SSP as initially delivered
                  to the Joint Entity through GET/SSP or any GET/SSP wholly
                  owned subsidiary (the "Initial SSP Software"). The Joint
                  Entity will do nothing inconsistent with such ownership or
                  control and shall reasonably assist GET/SSP at, GET/SSP's
                  cost, in any and all efforts to record GET/SSP's rights in, to
                  and arising out of the Initial SSP Software. Nothing in this
                  Agreement shall give the Joint Entity any right or title in
                  the Initial SSP Software other than the right to use, publicly
                  display, modify, reproduce and copy the Initial SSP Software
                  in accordance with the sublicense and the Joint Entity's
                  Operating Agreement and the Joint Entity will not attack the
                  title of GET/SSP or its licensor to the Initial SSP Software
                  as initially delivered or attack the validity of the SSP
                  Software or any license concerning the SSP Software.

            d.    OWNERSHIP OF DERIVATIVE WORKS. To the extent that
                  modifications, enhancements and changes are made to the
                  Initial SSP Software by the Joint Entity, such modifications,
                  enhancements and changes shall be considered derivative works
                  owned by the Joint Entity.

            e.    TRADEMARKS. To the extent that any GET/SSP trademarks, or
                  trademarks of a GET/SSP wholly owned subsidiary or parent
                  corporation, exist in the Initial SSP Software, such
                  trademarks shall remain in the SSP Software. If GET/SSP
                  determines that it no longer wishes the Joint Entity to use
                  any such GET/SSP trademark on the Venetian Casino Sites, the
                  Joint Entity shall, to the best of its ability, remove such
                  GET/SSP trademarks as requested by GET/SSP.

            f.    ATTRIBUTION. The Joint Entity shall clearly indicate on the
                  Venetian Casino Sites and in the Venetian Casino Sites' user
                  terms and conditions, that GET/SSP or its subsidiary owns the
                  copyright in and to the GET/SSP Software. Joint Entity shall
                  include the following phrase "(C) 2002 SSP Solutions, Inc.,
                  All Rights Reserved", or such other date or ownership
                  attribution as GET/SSP may direct.

            g.    LIMITED INDEMNIFICATION. GET/SSP shall defend Venetian and
                  hold Venetian and the Joint Entity harmless, at the expense of
                  GET/SSP, against any Action brought against Venetian or the
                  Joint Entity to the extent that it is based on a claim that
                  the GET/SSP Software or GET/SSP


                                                                  Page  15 of 72
<PAGE>

                  Hardware, or any part of it, infringes or conflicts with the
                  Intellectual Property right, title, interest or license of a
                  third person. Should the GET/SSP Software or GET/SSP Hardware
                  become the subject of a claim of infringement of Intellectual
                  Property, GET/SSP shall have the option, to exercise in its
                  sole discretion, to either (i) substitute the Intellectual
                  Property at issue, provided that such substitution does not
                  jeopardize the maintenance or acquisition of any gaming
                  related licenses in any jurisdiction of any Venetian related
                  entity or materially alter the legality, usability or
                  performance of the Venetian Casino Sites, (ii) provide an
                  alternative to using the Intellectual Property at issue,
                  provided that such alternative does not jeopardize the
                  maintenance or acquisition of any gaming related licenses in
                  any jurisdiction of any Venetian related entity or materially
                  alter the legality, usability or performance of the Venetian
                  Casino Sites, (iii) procure for the Joint Entity the right to
                  continue using the Intellectual Property at issue; or (iv) if
                  the foregoing are not reasonably available, terminate the
                  sublicense.

            h.    TERMINATION OF SUBLICENSE TO USE GET/SSP SOFTWARE. GET/SSP
                  shall have the right to terminate the GET/SSP Software
                  sublicense to the Joint Entity (i) upon not less than thirty
                  (30) days prior written notice to the Joint Entity in the
                  event of any affirmative act of insolvency by the Joint Entity
                  (as agreed to in good faith by the Managers of the Joint
                  Entity) that is not dismissed within ninety (90) days, (ii) or
                  upon not less than thirty (30) days prior written notice (such
                  notice shall detail the alleged breach and the conditions for
                  cure) that the Joint Entity has breached the sublicense by
                  exceeded the scope of the GET/SSP Software sublicense and such
                  breach is not cured within thirty (30) days.

            i.    EFFECT OF TERMINATION. Termination of the sublicense from
                  GET/SSP to the Joint Entity to use the GET/SSP Software shall
                  be deemed a termination of this Agreement pursuant to Section
                  13.2 of this Agreement. Upon termination of the sublicense
                  from GET/SSP to the Joint Entity to use the GET/SSP Software,
                  or upon the termination of this Agreement, the Joint Entity
                  shall within one hundred eighty (180) days of written notice
                  from GET/SSP(i) immediately discontinue all use of the GET/SSP
                  Software, (ii) delete same from the Venetian Casino Sites and
                  from all media in the possession or control of Venetian or the
                  Joint Entity to the extent permitted by all applicable laws,
                  orders and regulations, and (iii) execute whatever documents


                                                                   Page 16 of 72
<PAGE>

                  GET/SSP deems necessary to effect the intent of this Section
                  of the Agreement. During such one hundred eighty (180) day
                  period, all Joint Entity Net Revenue payable to GET/SSP under
                  this Agreement shall continue to be paid to GET/SSP until all
                  use of the GET/SSP Software has been discontinued.
                  Notwithstanding any other provision of this Agreement, all
                  data generated by the Joint Entity, whether or not through, by
                  or in relation to the GET/SSP Software, shall be retained by
                  the Parties for not less than three years after the
                  termination of the Joint Entity or such other time period that
                  is specified by the Jurisdiction.

      4.3   SSP HARDWARE. Notwithstanding any language to the contrary in
            Section 4 of this Agreement, GET/SSP will provide, at Most Favored
            Customer pricing, all required SSP Hardware for secured transaction
            and information processing for use with the Venetian Casino Sites.

      4.4   GET/SSP FACILITY. Notwithstanding any language to the contrary in
            Section 4 of this Agreement, the Joint Entity may enter into a paid
            sublease (at fair market value) with GET/SSP to use the GET/SSP
            Facilities or shall obtain other facilities for housing all of the
            Joint Entity's operations until the Parties and the Joint Entity
            agree to move such operations to a different physical location or
            locations.

      4.5   TRAINING SERVICES.

            a.    TRAINING. Upon the reasonable request of the Joint Entity,
                  GET/SSP shall provide, reasonable instruction to personnel of
                  the Joint Entity in the operation, management and
                  administration of the Software. GET/SSP and the Joint Entity
                  shall, prior to accepting any wager through the Venetian
                  Casino Sites, create a training support services plan in
                  accordance with the requirements of the Jurisdiction, such
                  plan shall be attached and incorporated herein as Exhibit H of
                  this Agreement (the "Training and Support Requirements"). The
                  training shall include, without limitation, the training
                  support services described in the Training and Support
                  Requirements. The sessions at which such instruction is to be
                  provided shall be scheduled at times mutually agreed to by
                  GET/SSP and the Joint Entity and shall be conducted at a
                  location reasonably selected by the Joint Entity. Sufficient
                  sessions shall be scheduled to permit the size of each session
                  to be limited to ten people. The Joint Entity shall provide a
                  suitable location for training and GET/SSP shall provide a
                  complement of equipment that GET/SSP deems suitable for
                  training the Joint Entity's personnel. GET/SSP shall furnish
                  the Joint Entity at least one copy of a reasonably
                  comprehensive operators manual with respect to the Software.
                  The Joint Entity may make additional copies of the manuals.


                                                                   Page 17 of 72
<PAGE>

            b.    ADDITIONAL TRAINING MATERIALS. In addition to the foregoing
                  provisions of this Section 4.5, GET/SSP shall provide at no
                  cost the following training materials as appropriate: detailed
                  feature explanations in the form of a training text and not a
                  software specification; a thorough description of feature
                  interactions; and organized, customized quick reference
                  guides.

      4.6   MAINTENANCE SERVICES

            a.    TELEPHONE AND ELECTRONIC SUPPORT: GET/SSP shall maintain or
                  otherwise provide for a 24-hour, seven days per week telephone
                  support service to accept and respond to second line support
                  calls from the Joint Entity as follows:

                  1)    GET/SSP shall respond by electronic means to any and all
                        telephone calls from the Joint Entity relating to
                        required maintenance, problem solving or explanation
                        concerning any aspect of the Software. GET/SSP shall use
                        its best efforts to respond to a service call by
                        telephone within two hours of the Joint Entity's
                        placement of the call and have a customer support
                        representative assisting and accessing the Software by
                        electronic methods within two hours of the Joint
                        Entity's telephone call to GET/SSP notifying GET/SSP of
                        a problem with, or issue concerning, the Software.

                  2)    Any calls received during the hours of 6:00 p.m. to 8:00
                        a.m. Greenwich Mean Time, and all hours on Saturday and
                        Sunday, and federal holidays which relate to the
                        Software which are not deemed, by mutual agreement, to
                        be assistance necessary to make the Software function
                        and perform as described in the Software documentation
                        is considered billable support. The Joint Entity agrees
                        to pay GET/SSP a fee based upon the actual service time
                        incurred in connection with any billable calls at
                        GET/SSP's Most Favored Customer hourly rates. All
                        services calls falling within the terms of this Section
                        4.6.a.2, will be responded to by the next business day.

            b.    SOFTWARE UPDATES. The Joint Entity shall be entitled to
                  receive updates to the Software at no additional charge if
                  such updates are offered to any other customer of GET/SSP or a
                  GET/SSP subsidiary at no charge, or on a Most Favored Customer
                  cost basis.

            c.    SOFTWARE PROBLEM REPORTING. The Joint Entity shall submit to
                  GET/SSP reports concerning potential errors in the Software.
                  The Joint Entity shall provide GET/SSP all


                                                                   Page 18 of 72
<PAGE>

                  data that it has reasonably available to it concerning
                  potential errors that GET/SSP reasonably may request in order
                  to reproduce operating conditions similar to those present
                  when the potential error was discovered.

            d.    ERROR FIXES. GET/SSP shall investigate each potential error
                  reported by the Joint Entity and determine whether in
                  GET/SSP's reasonable judgment the reported problem is an error
                  and whether the error is in the Software. If GET/SSP
                  determines in good faith that there is an error in the
                  Software documentation, GET/SSP shall correct the
                  documentation and supply the Joint Entity a corrected copy or
                  pages of it. If GET/SSP determines that there is an error in
                  the Software, GET/SSP will use its best efforts to provide as
                  soon as possible an avoidance procedure for and/or a
                  correction of the error through telephone support and/or
                  remote on-line access.

            e.    INSTALLATION OF ERROR FIXES. The Joint Entity shall have a
                  reasonable opportunity to test and determine whether to
                  install all error fixes supplied by GET/SSP. Accept as may
                  otherwise by mutually agreed by the Parties, failure to
                  install any error fix will terminate GET/SSP's obligation to
                  provide maintenance services as provided in this Section 4.6.

            f.    INSTALLATION OF GET/SSP UPDATES. The Joint Entity shall have a
                  reasonable opportunity to test and determine whether to
                  install within any Software updates supplied by GET/SSP.
                  Accept as may otherwise by mutually agreed by the Parties,
                  failure to install any GET/SSP Updates will terminate
                  GET/SSP's obligation to provide maintenance services as
                  provided in this Section 4.6.

            g.    ELECTRONIC ACCESS. SSP shall provide the Joint Entity with
                  secure electronic access to the Software for SSP's maintenance
                  services. SSP shall maintain the secrecy and security of such
                  electronic maintenance access.

            h.    SECURE AUDIT ACCESS. GET/SSP shall provide Venetian and
                  official governmental gaming regulators with secure electronic
                  access to the Venetian Casino Sites data to enable Venetian
                  and official governmental gaming regulators to, at any time,
                  audit all aspects of the Venetian Casino Sites and the
                  transactions performed by the Venetian Casino Sites.

            i.    JOINT ENTITY MODIFICATION. GET/SSP shall have no obligation to
                  service the Software if any changes to the source code are
                  made by any employee or agent of the Joint Entity, or if
                  GET/SSP-provided error fixes and updates are


                                                                   Page 19 of 72
<PAGE>

                  not installed (except as may be otherwise agreed by the
                  Parties).

            j.    ON SITES MAINTENANCE. If GET/SSP determines in good faith that
                  a problem or error with the software requires GET/SSP to visit
                  the location of the servers to correct the problem, then the
                  Joint Entity shall provide GET/SSP with physical access to the
                  servers in a manner that is consistent with the laws and
                  regulations of the jurisdiction in which the servers sit, and
                  consistent with the laws and regulations of the jurisdiction
                  in which the Venetian Casino Sites has its gaming licenses.

            k.    REVIEW OF ALL CHANGES. Notwithstanding any other provision of
                  this Agreement, prior to the implementation of any proposed
                  changes to the Software or Venetian Casino Sites, such
                  proposed changes must be reviewed by Venetian and GET/SSP and
                  such proposed changes shall not be implemented without the
                  written consent of Venetian and GET/SSP.

            l.    LOG OF ALL CHANGES. GET/SSP shall create and deliver to Joint
                  Entity a monthly log of all changes to the Software
                  implemented by GET/SSP or its subsidiaries or affiliates.

      4.7   REGULATORY COMMUNICATIONS SUPPORT. Upon the reasonable request of
            Venetian or the Joint Entity, at reasonable times specified by
            Venetian or the Joint Entity, GET/SSP shall prepare and deliver
            presentations regarding the operations and security of the Venetian
            Casino Sites to regulators and other government officials.

      4.8   SOURCE CODE AND HARDWARE SCHEMATICS ESCROW

            a.    Within thirty (30) days of the date of Closing, GET/SSP shall
                  enter into an Escrow Agreement, in a form as set forth in
                  Exhibit J, and shall deposit with Data Securities
                  International a copy of the available buildable Source Code
                  and schematics for GET/SSP Hardware ("Deposit Materials"). The
                  Joint Entity shall be responsible for paying all maintenance
                  costs to the Escrow Agent during the term of this Agreement.
                  GET/SSP shall keep the Deposit Materials in escrow current by
                  providing to Data Securities International, a new deposit of
                  the available Source Code for all updates while this Agreement
                  is in effect.

            b.    The Joint Entity shall have access to the Deposit Materials
                  only upon the occurrence of any of the following events,
                  subject to the provisions set forth in the Escrow Agreement:

                  1)    The dissolution of GET/SSP.

                  2)    The cessation of support for the GET/SSP Hardware,
                        GET/SSP Software or GET Software.


                                                                   Page 20 of 72
<PAGE>

                  3)    A material breach of the Joint Entity's Operating
                        Agreement or any license or sublicense from GET/SSP to
                        the Joint Entity by GET/SSP not cured within ninety (90)
                        days from when written notice is sent to GET/SSP.

                  4)    Termination of the Joint Entity's Operating Agreement or
                        any license or sublicense from GET/SSP to the Joint
                        Entity due to the insolvency of GET/SSP.

            c.    Upon a release of the Deposit Materials, as set forth in
                  Section 4.5 of the Escrow Agreement, the Joint Entity shall,
                  solely in connection with operating, maintaining and enhancing
                  the Venetian Casino Sites, have the right to use, make, build,
                  modify, enhance, reproduce, compile, repair, and publicly
                  display the GET/SSP Hardware, GET/SSP Software and Initial GET
                  Software, and shall have the right to engage third parties to
                  modify, make, build, enhance, reproduce, repair, compile, and
                  publicly display the GET/SSP Hardware, GET/SSP Software and
                  Initial GET Software.

      4.9   THIRD PARTY SOFTWARE. Copies of all proposed third party software
            licenses for review and approval by the Joint Entity and Venetian.
            GET/SSP shall, upon the written consent of Venetian and Joint
            Entity, procure a license for all third party software on behalf of
            the Joint Entity that is reasonably required for the operation of
            the Venetian Casino Sites; the costs of procurement shall be part of
            the Design and Implementation Costs. GET/SSP shall provide all
            reasonably required assistance in installing, configuring and
            testing the third party software for interoperation with the Initial
            GET Software and GET/SSP Software.

      4.10  CAPITAL CONTRIBUTION. Capital to the Joint Entity not to exceed the
            GET/SSP Cap, to be used to cover sixty six and seven tenths percent
            (66.7%) of the actual Design and Implementation Costs and initial
            Operating Costs for the Venetian Casino Sites pursuant to Sections
            5.4 and 5.5 of this Agreement, provided that (i) the Joint Entity
            provides GET/SSP with a written detailed plan for implementation
            along with the Design and Implementation Costs estimate as set forth
            in Section 9.7 of this Agreement, (ii) GET/SSP, in writing, approves
            of the detailed plan for implementation and the estimate Design and
            Implementation Costs, (iii) the Joint Entity provides GET/SSP with
            an actual accounting of the Design and Implementation Costs, and
            (iv) the actual Design and Implementation Costs do not exceed the
            estimated Design and Implementation Costs by more than fifteen
            percent (15%) of the estimated Design and Implementation Costs.


                                                                   Page 21 of 72
<PAGE>

5.    POST CLOSING FINANCIAL TERMS. The following financial terms shall be
      effective upon Closing:

      5.1   Until Net Joint Entity Revenue exceeds the Design and Implementation
            Costs, Net Joint Entity Revenue shall be shared with sixty six and
            seven tenths percent (66.7%) of Net Joint Entity Revenue to GET/SSP
            and thirty three and three tenths percent (33.3%) to Venetian.

      5.2   Beginning on the Closing Date, and for the life of the Joint Entity,
            Venetian and GET/SSP shall share the following percentages of Net
            Joint Entity Revenue, after aggregate Net Joint Entity Revenue
            exceeds the Design and Implementation Costs:

            a.

<TABLE>
<CAPTION>
            -------------------------------------------------------------------
            On Aggregate Net Joint Entity         Percentage to   Percentage to
            Revenue of                            Venetian        GET/SSP
            -------------------------------------------------------------------
<S>                                               <C>             <C>
            Less than four million dollars        50%             50%
            -------------------------------------------------------------------
            Less than eight million dollars
            and more than four million dollars    60%             40%
            -------------------------------------------------------------------
            In excess of eight million dollars    80%             20%
            -------------------------------------------------------------------
</TABLE>

            b.    At all times during the existence of the Joint Entity, the
                  Joint Entity shall keep and maintain, in accordance with
                  generally accepted accounting principles, complete and
                  accurate financial books and records in respect of its
                  operation of the Venetian Casino Sites, including all records
                  necessary to compute the amounts due Venetian and GET/SSP
                  under this Agreement or the Joint Entity's Operating
                  Agreement. Venetian and GET/SSP each shall have the right,
                  upon three (3) business days notice and no more than once per
                  twelve (12) month period, to appoint an independent third
                  party certified business accountant to examine the Joint
                  Entity's books and records related to the Venetian Casino
                  Sites in order to verify the Joint Entity's compliance with
                  the terms of this Agreement or the Joint Entity's Operating
                  Agreement. Any such audit shall be at the expense of the Party
                  requesting the examination.

            c.    Net Joint Entity Revenue shall be calculated on a cumulative
                  basis with monthly reconciliation by reference to the amount
                  of Net Joint Entity Revenue at the end of each month. The
                  Joint Entity shall provide to Venetian and GET/SSP on a
                  monthly basis, by the 10th day of the following month,
                  Venetian's share of Net Joint Entity Revenue, GET/SSP's share
                  of Net Joint Entity Revenue and a report with information
                  summarizing the calculation of Gross Joint Entity Revenue,
                  Operating Costs, and all other deductions to arrive at Net
                  Joint Entity Revenue, including but not limited to, all


                                                                   Page 22 of 72
<PAGE>

                  withholdings, taxes and fees, in a format and with such
                  information as agreed between the Parties.

      5.3   DEPOSIT OF FUNDS. All funds received directly from Venetian
            customers by the Venetian Casino Sites shall be paid into the
            customer bank account of the Joint Entity. All interest revenue
            earned upon such deposits shall be added to, and become part of, the
            Gross Joint Entity Revenue.

      5.4   OPERATING COST PAYMENTS TO THE JOINT ENTITY.

            a.    Each month after Closing, during the existence of the Joint
                  Entity shall issue a detailed report of Gross Joint Entity
                  Revenue and Operating Costs ("Monthly Report").

            b.    If Operating Costs exceed Gross Joint Entity Revenue, then (i)
                  provided that the sum of all GET/SSP Capital Contribution to
                  the Joint Entity during the existence of the Joint Entity does
                  not exceed the GET/SSP Cap, GET/SSP shall, within thirty days
                  of receipt of the receipt of the Monthly Report, pay to the
                  Joint Entity sixty six and seven tenths percent (66.7%) of the
                  difference between Operating Costs and Gross Joint Entity
                  Revenue, and (ii) provided that the sum of all Venetian
                  Capital Contribution to the Joint Entity during the existence
                  of the Joint Entity does not exceed the Venetian Cap, Venetian
                  shall, within thirty days of receipt of the receipt of the
                  Monthly Report, pay to the Joint Entity thirty three and three
                  tenths percent (33.3%) of the difference between Operating
                  Costs and Gross Joint Entity Revenue.

      5.5   DESIGN AND IMPLEMENTATION COST PAYMENTS TO THE JOINT ENTITY.

            a.    Each month after Closing, during the existence of the Joint
                  Entity, the Joint Entity shall issue a detailed report of the
                  Design and Implementation Costs incurred for that month
                  ("Development Report").

            b.    If there are any Design and Implementation Costs incurred
                  during the month of the Development Report, then (i) provided
                  that the sum of all GET/SSP Capital Contribution to the Joint
                  Entity during the existence of the Joint Entity does not
                  exceed the GET/SSP Cap, GET/SSP shall, within thirty days of
                  receipt of the Development Report, pay to the Joint Entity
                  sixty six and six tenths percent (66.6%) of Design and
                  Implementation Costs, and (ii) provided that the sum of all
                  Venetian Capital Contribution to the Joint Entity during the
                  existence of the Joint Entity does not exceed the Venetian
                  Cap, Venetian shall, within thirty days of receipt of the
                  Development Report, pay to the Joint Entity thirty three and
                  three tenths percent (33.3%) of the Design and Implementation
                  Costs.


                                                                   Page 23 of 72
<PAGE>

6.    ADDITIONAL OBLIGATIONS OF THE JOINT ENTITY

      6.1   DOMAIN NAMES. The Joint Entity shall not register any domain names
            or provide links on any Internet web sites to facilitate access to
            the Venetian Casino Sites and shall not register any domain names
            incorporating any Venetian Marks unless directed in writing to do so
            by Venetian.

      6.2   IP ADDRESSES. The Joint Entity shall obtain IP addresses for the
            Venetian Casino Sites and shall inform Venetian and GET/SSP of the
            IP addresses and the function of the Venetian Casino Sites server
            associated with each IP address.

      6.3   JOINT ENTITY TO PREVENT UNITED STATES AND OTHER ILLEGAL WAGERING.
            The Joint Entity shall warrant upon Closing that:

            a.    NOT ACCEPT U.S. BETS. The Joint Entity shall not engage in or
                  cause any person or entity to, solicit or market the Venetian
                  Casino Sites, or any other gambling Internet web sites, to
                  persons residing in the United States, Puerto Rico, any other
                  United States territories or protectorates, or any other areas
                  governed by the law of the United States (all of such areas
                  collectively being referred to as the "United States") until
                  it is mutually agreed by GET/SSP and Venetian that gambling
                  via the Internet has been made legal in the United States and
                  any Illegal Localities, such efforts shall include:

                  (i)   refusing bets or wagers from persons in the United
                  States and/or the Illegal Localities consistent with the
                  procedures and obligations set forth in Exhibit E, (ii)
                  periodically reviewing of the effectiveness of Joint Entity's
                  current procedures to prevent taking bets from anyone other
                  than Appropriate Visitors, (iii) implementing, in the shortest
                  time possible, commercially reasonable procedures,
                  technologies or methodologies to supplement or improve the
                  procedures of the Joint Entity to prevent taking bets from
                  anyone other than Appropriate Visitors, where Venetian and/or
                  the periodic review, indicates such procedures, technologies
                  or methodologies should be implemented; and

            b.    NOT ACCEPT UNDERAGE BETS. The Joint Entity shall use its best
                  efforts to ensure that no bets or wagers are made on the
                  Venetian Casino Sites from persons that are not of legal age
                  to place wagers on the Venetian Casino Sites, such efforts to
                  include, without limitation, (i) refusing bets from those
                  persons that provide identification information that indicates
                  that they are not of legal age to place wagers on the Venetian
                  Casino Sites, (ii) periodically reviewing of the effectiveness
                  of the Joint Entity's current procedures to


                                                                   Page 24 of 72
<PAGE>

                  prevent taking bets from anyone other than Appropriate
                  Visitors of appropriate age, (iii) implementing, in the
                  shortest time possible, commercially reasonable procedures,
                  technologies or methodologies to supplement or improve the
                  procedures of Joint Entity to identify players and to prevent
                  taking bets from anyone other than Appropriate Visitors of
                  appropriate age, where Venetian and/or the periodic review,
                  indicates such procedures, technologies or methodologies
                  should be implemented.

7.    WARRANTIES OF GET/SSP

      7.1   GET/SSP covenants, represents and warrants that GET/SSP is the owner
            or licensee of the SSP Hardware, SSP Software and GET Software and
            has or shall obtain prior to Closing all necessary rights
            (including, without limitation, licenses for Intellectual Property
            rights) in and to the SSP Hardware, SSP Software and GET Software
            effect the intent of this Agreement and the Operating Agreement, and
            that to the best of its actual knowledge, information and belief,
            the SSP Hardware, SSP Software and the GET Software do not infringe
            any rights of any other person or entity.

      7.2   GET/SSP covenants, represents and warrants that GET/SSP has the
            authority, or shall obtain the authority prior to Closing, with
            regard to the SSP Software and GET Software, to fulfill all
            obligations and make all licenses pursuant to this Agreement related
            to the SSP Hardware, SSP Software and GET Software, including, but
            not limited to, (i) the escrow of Source Code and SSP Hardware
            schematics, (ii) the licenses of use, reproduction, production and
            modification, (iii) the grant of the right to repair, and (iv) the
            license to create derivative works.

      7.3   To the best of GET/SSP's actual knowledge, information and belief,
            the grant of the license of the GET Software and SSP Software, the
            use and full exploitation by the Joint Entity of the GET Software
            and SSP Software and the exercise of the Joint Entity's rights in
            this Agreement shall not infringe or conflict with any valid and
            subsisting Intellectual Property right, title, interest or license
            held, possessed or maintained by any other person or entity.

      7.4   GET/SSP covenants, represents and warrants that GET/SSP has or shall
            obtain prior to the Closing Date the right and authority to
            contribute the GET Software upon the terms set forth in this
            Agreement.

      7.5   GET/SSP has or shall obtain prior to the Closing Date the requisite
            authority to enter into and carry out their terms of this Agreement.

      7.6   GET/SSP's execution of this Agreement and its compliance with its
            terms shall not violate the personal, contractual or property rights
            of any other person or entity.


                                                                   Page 25 of 72
<PAGE>

      7.7   GET/SSP covenants, represents and warrants that GET/SSP will not and
            shall not issue any press release or other communication regarding
            this Agreement, or the Venetian Casino Sites, without the prior
            written approval of Venetian.

      7.8   GET/SSP covenants, represents and warrants that GET/SSP will not and
            shall not register any domain names or provide links on any publicly
            accessible Sites to facilitate access to the Venetian Casino Sites
            and shall not register any domain names incorporating any Venetian
            Marks unless directed in writing to do so by Venetian.

      7.9   GET/SSP covenants, represents and warrants that during the term of
            this Agreement, GET/SSP shall not itself, or through any other joint
            venture or other business arrangement, operate or participate in the
            ownership of any online gambling web sites other than the Venetian
            Casino Sites.

            a.    Notwithstanding anything to the contrary in Section 7.9,
                  Venetian acknowledges that the members of GET/SSP (SSP
                  Solutions, Inc. and GET USA, Inc.), shall each continue to
                  provide their respective products and services to any customer
                  on an unrestricted basis.

      7.10  Within thirty (30) days of the Effective Date, GET/SSP and Venetian
            shall develop the budget for the Joint Entity's development and
            related operations. GET/SSP covenants, represents and warrants that
            within ninety (90) days from approval of the Joint Entity's budget
            by GET/SSP and Venetian, GET/SSP will provide and maintain adequate
            capitalization to fund its portion of the Joint Entity's budget up
            to the GET/SSP Cap. Based upon current estimates of development and
            operations, the capital requirements for GET/SSP will be:

            a.    30 days from the Effective Date: $100,000.00

            b.    60 days from the Effective Date: $500,000.00

            c.    90 days from the Effective Date: $1,000,000.00

            d.    As of Closing: $5,000,000.00

            In addition to the capitalization schedule set forth in this Section
            7.10 and subject to the GET/SSP CAP, GET/SSP represents, covenants
            and warrants that GET/SSP shall, within ninety (90) days of the
            Effective Date, have available an additional three million dollars
            ($3,000,000) in working capital to fund the operation of the Joint
            Entity. GET/SSP and Venetian agree to provide the resources and bear
            their own costs up to completion, approval and funding of the Joint
            Entity's budget. Upon thirty (30) days written notice without cure,
            Venetian may terminate this Agreement and the Operating Agreement if
            GET/SSP fails to maintain such capitalization levels as warranted in
            this Section 7.10

      7.11  EXCEPT FOR THE WARRANTIES PROVIDED IN THIS SECTION 7, GET/SSP
            DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
            WITHOUT LIMITATION, THE IMPLIED


                                                                   Page 26 of 72
<PAGE>

            WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
            RELATED TO SOFTWARE PROVIDED BY GET/SSP.

8.    WARRANTIES OF VENETIAN

      8.1   Venetian covenants, represents and warrants that Venetian has or
            shall obtain prior to Closing the right and authority to contribute
            the license in the Venetian Marks, Venetian Works, and Venetian List
            upon the terms set forth in this Agreement.

      8.2   Venetian has or shall obtain prior to Closing the requisite
            authority to enter into and carry out their terms of this Agreement.

      8.3   Venetian's execution of this Agreement and its compliance with its
            terms shall not violate the personal, contractual or property rights
            of any other person or entity.

      8.4   Venetian shall not issue any press release or other communication
            regarding this Agreement, or the Venetian Casino Sites, without the
            prior written approval of GET/SSP.

      8.5   Venetian covenants, represents and warrants that during the term of
            this Agreement, Venetian shall not itself, or through any other
            joint venture or other business arrangement, operate or participate
            in the ownership of any online gambling web sites other than the
            Venetian Casino Sites.

            a.    Notwithstanding anything to the contrary in Section 8.5,
                  GET/SSP acknowledges that Venetian shall continue to provide
                  its products and services to any customer on an unrestricted
                  basis.

      8.6   EXCEPT FOR THE WARRANTIES PROVIDED IN THIS SECTION 8, VENETIAN
            DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
            WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
            FITNESS FOR A PARTICULAR PURPOSE.

9.    CONDITIONS PRECEDENT TO CLOSING

      9.1   NEVADA GAMING APPROVAL. If before the first anniversary of the
            Effective Date any governmental body, regulatory agency, or board
            with jurisdiction over Venetian indicates any disapproval of
            involvement in foreign Internet based gaming by Venetian, its
            employees, parent company or affiliates, then this Agreement shall
            terminate prior to forming the Joint Entity.

      9.2   VENETIAN BOARD APPROVAL. The effectiveness of the obligations of the
            Parties hereunder is subject to Venetian's satisfaction or waiver of
            the following on or before on or before ninety (90) days after the
            Effective Date (which satisfaction or waiver shall be notified by
            Venetian in writing to GET/SSP promptly after the expiration of such
            period):


                                                                   Page 27 of 72
<PAGE>

            a.    The approval of the Board of Directors of Venetian regarding
                  the transactions contemplated by this Agreement and the
                  Operating Agreement and all approvals, clearances and consents
                  of third parties necessary or desirable for the consummation
                  of the transactions contemplated by the Agreement.

      9.3   GET/SSP BOARD OR MANAGER APPROVAL. The effectiveness of the
            obligations of the Parties hereunder is subject to GET/SSP's
            satisfaction or waiver of the following conditions on or before
            ninety (90) days after the Effective Date (which satisfaction or
            waiver shall be notified by GET/SSP in writing to Venetian promptly
            after the expiration of such period):

            a.    The approval of the Board of Directors or Managers of GET/SSP
                  regarding the transactions contemplated by this Agreement and
                  the Operating Agreement and all approvals, clearances and
                  consents of third parties necessary or desirable for the
                  consummation of the transactions contemplated by the
                  Agreement.

      9.4   SELECTION OF GAMING JURISDICTION. GET/SSP and Venetian shall
            mutually select, and agree to in writing, a gaming jurisdiction from
            which the Venetian Casino Sites will be maintained and operate and
            receive its online gaming license (the "Jurisdiction").

      9.5   LENDER APPROVAL. This Agreement and each Party's obligations
            hereunder are subject to the approval of its respective lenders, to
            the extent deemed necessary by each party, as determined in its sole
            and absolute discretion. Any such approval shall be obtained before
            the first anniversary of the Effective Date.

      9.6   PROVISION OF SOFTWARE LICENSES. Within thirty (30) days of the
            Effective Date, GET/SSP shall provide to Venetian copies of executed
            software license agreements with its licensors that reflect
            GET/SSP's rights to sublicense the Initial GET Software and the
            Initial GET/SSP Software to the Joint Entity. Such software license
            agreements shall reflect rights, indemnities, warranties and
            exclusions thereof in material conformity to those established in
            this Agreement. Within fifteen (15) days of receiving such licenses,
            Venetian, in its reasonable discretion, shall determine whether such
            licenses are satisfactory and shall so notify GET/SSP in writing. If
            Venetian reasonably determines the licenses are satisfactory this
            condition will be deemed waived. Alternatively, if Venetian
            reasonably determines the licenses are not satisfactory, Venetian
            may immediately terminate this Agreement.

      9.7   ESTIMATE DESIGN AND IMPLEMENTATION COSTS. GET/SSP shall provide
            Venetian with a written detailed estimate of the Design and
            Implementation Costs within forty-five (45) days after the date of
            execution of this Agreement.


                                                                   Page 28 of 72
<PAGE>

      9.8   CLOSING DATE. If Closing does not occur before the first anniversary
            of the Effective Date then within sixty (60) days of the first
            anniversary of the Effective Date either Party may terminate this
            agreement upon fifteen (15) days notice to the other Party.

      9.9   EFFECT OF TERMINATION PRIOR TO CLOSING. If this Agreement is
            terminated prior to Closing, then the obligations set forth in this
            Agreement (other than confidentiality obligations) shall become null
            and void, each Party bearing its own expenses with no claim against,
            or liability to the other Party.

10.   CLOSING

      10.1  CONDITIONS OF CLOSING. This Agreement shall close upon satisfaction
            of the following conditions:

            a.    The conditions set forth in Sections 7.10, 9.1, 9.2, 9.3, 9.4,
                  9.5, 9.6, and 9.7 of this Agreement have been satisfied or
                  waved by GET/SSP and Venetian.

            b.    The Joint Entity has been formed pursuant to Section 2 of this
                  Agreement.

            c.    Venetian and GET/SSP have received their ownership interests
                  in the Joint Entity.

11.     GAMING LICENSES.

      11.1  EFFORTS. After the Closing Date, Venetian, GET/SSP and the Joint
            Entity shall each engage in all commercially reasonable efforts and
            legal activities to acquire all required licensing in the
            Jurisdiction for itself relevant to its role and the roles of their
            subsidiaries (as appropriate) in the Venetian Casino Sites to the
            extent possible.

      11.2  SOFTWARE AND SYSTEMS. GET/SSP and the Joint Entity shall be
            responsible for submitting the Software and hardware to the
            applicable gaming authorities in the Jurisdiction for the approval
            of all or any portion of the Software and hardware that may be
            required prior to the installation of the Software. If required, the
            Joint Entity shall serve as a limited test site for the Software for
            any Jurisdiction authorities for licensing purposes.

      11.3  COMPLIANCE PLAN. The Joint Entity shall prepare a written regulatory
            compliance plan for approval by Venetian and GET/SSP prior to
            accepting any on-line wager. The Joint Entity shall not take any
            on-line wager prior to Venetian and GET/SSP's written approval of
            the regulatory compliance plan.

      11.4  STATUS. Upon a reasonable request from any Party, each Party shall
            inform the other Party of its status of the acquisition of gaming
            licenses in the Jurisdiction.

12.   MILESTONES

      12.1  LICENSING REQUIREMENT. If all gaming licensing required to legally
            operate the Venetian Casino Sites has not been achieved by


                                                                   Page 29 of 72
<PAGE>

            the first anniversary of the Effective Date, then either Party may
            terminate this agreement upon fifteen (15) days notice to the other
            Party.

      12.2  FIRST LEGAL WAGER REQUIREMENT. If the Venetian Casino Sites is not
            fully operational and able to take legal wagers in conformance with
            this Agreement on or before eighteen (18) months after the Effective
            Date, then within twenty (20) months after the Effective Date either
            Party may terminate this agreement upon fifteen (15) days notice to
            the other Party.

13.   DISSOLUTION AND TERMINATION AFTER CLOSING

      13.1  VENETIAN TERMINATION AND DISSOLUTION. This Agreement shall terminate
            upon execution of the Joint Entity LLC Operating Agreement and
            related license and sublicenses by Venetian and GET/SSP.
            Notwithstanding any other provision of this Agreement, Venetian may
            immediately terminate this Agreement and dissolve the Joint Entity
            without any penalty or obligation to pay damages to GET/SSP or the
            Joint Entity, their employees or their agents by notice in writing
            to GET/SSP and the Joint Entity in the event that (i) GET/SSP or the
            Joint Entity materially breaches any section of this Agreement and
            such breach, if capable of remedy as determined in Venetian's
            reasonable discretion, has not been remedied within thirty (30) days
            of notice, (ii) GET/SSP or the Joint Entity engages or is engaged in
            any affirmative act of insolvency (as agreed to in good faith by the
            Managers) that is not dismissed within ninety (90) days, (iii)
            GET/SSP and the Joint Entity, in developing and/or operating the
            Venetian Casino Sites, fails to comply with United States federal,
            state or local gaming laws governing transactions with persons
            accessing the Venetian Casino Sites, (iv) Venetian reasonably
            determines in good faith that Venetian's continued involvement in
            the Venetian Casino Sites violates U.S. federal or state criminal
            laws or regulations to which it is subject or to which it may become
            subject, or (v) Venetian reasonably determines in good faith that
            its continued involvement in the Venetian Casino Sites materially
            impairs Venetian's ability to obtain or maintain gaming related
            licensing in any other jurisdiction. Venetian may, upon fifteen (15)
            days notice to GET/SSP and the Joint Entity, terminate this
            Agreement and dissolve the Joint Entity without any penalty or
            obligation to pay damages to GET/SSP or the Joint Entity, their
            employees or their agents by notice of termination in writing to
            GET/SSP and the Joint Entity pursuant to Sections 12.1 or 12.2 of
            this Agreement.

      13.2  GET/SSP TERMINATION AND DISSOLUTION. Notwithstanding any other
            provision of this Agreement, GET/SSP may upon one hundred eighty
            (180) days notice terminate this Agreement and dissolve the Joint
            Entity without any penalty or obligation to pay damages to Venetian
            or the Joint Entity, their employees or their


                                                                   Page 30 of 72
<PAGE>

            agents by notice of termination in writing to Venetian and the Joint
            Entity in the event that (i) Venetian or the Joint Entity materially
            breaches any section of this Agreement and such breach, if capable
            of remedy, as determined in GET/SSP's reasonable discretion, has not
            been remedied within thirty (30) days of notice or (ii) Venetian or
            the Joint Entity engages or is engaged in any affirmative act of
            insolvency (as agreed to in good faith by the Managers) that is not
            dismissed within ninety (90) days. GET/SSP may, upon fifteen (15)
            days notice to Venetian and the Joint Entity, terminate this
            Agreement and dissolve the Joint Entity without any penalty or
            obligation to pay damages to Venetian or the Joint Entity, their
            employees or their agents by notice of termination in writing to
            Venetian and the Joint Entity pursuant to Sections 12.1 or 12.2 of
            this Agreement.

      13.3  MUTUAL CONSENT. Notwithstanding any other provision of this
            Agreement Venetian and GET/SSP may immediately terminate this
            Agreement and dissolve the Joint Entity upon mutual written
            agreement and notice to the Joint Entity without any penalty or
            obligation to pay damages to GET/SSP, Venetian, or the Joint Entity,
            their employees or their agents.

      13.4  MOVING JURISDICTIONS. Notwithstanding any other provision of this
            Agreement, if the Venetian Casino Sites is required to change
            Jurisdictions due to any change in governmental law, regulation or
            opinion, then the Parties shall either select a new Jurisdiction or
            terminate this Agreement. If the parties elect to terminate this
            agreement, then such termination shall be done without any penalty
            or obligation to pay damages to GET/SSP, Venetian, or the Joint
            Entity, their employees or their agents.

      13.5  FAILURE TO OBTAIN REQUIRED LICENSING. If either Venetian or GET/SSP
            is unable to acquire all required licensing for their involvement in
            the Venetian Casino Sites, then this Agreement shall terminate upon
            notification by the party unable to achieve licensing to the other
            party.

      13.6  EFFECT OF TERMINATION. Pursuant to 12.1 or 12.2, either Venetian or
            GET/SSP, shall have the right to file appropriate dissolution
            documents to legally dissolve the Joint Entity after termination of
            this Agreement. In such event, all licenses from Venetian set forth
            in Section 3 and GET/SSP in Section 4 of this Agreement shall be
            immediately terminated. In the event of dissolution, any assets of
            the Joint Entity shall be auctioned off or otherwise disposed of by
            a third party selected by mutual agreement of GET/SSP and Venetian
            and the proceeds of the sale shall be split, after payment of all
            Joint Entity liabilities, with fifty percent (50%) to Venetian and
            fifty percent (50%) to GET/SSP. All data created by, for, through,
            or in relation to the Venetian Casino Sites shall be archived by the
            Parties for at least three years or such other time period as
            required by the Jurisdiction.


                                                                   Page 31 of 72
<PAGE>

14.   CONFIDENTIALITY

      14.1  GET/SSP shall from time to time during the Term of this Agreement,
            make available to Venetian information that is non-public,
            confidential or proprietary to GET/SSP or Venetian or its directors,
            managers, officers, employees, agents, distributors, designers,
            supplier/sub-contractors and professional advisers (collectively
            "Venetian Representatives") may receive information that is
            non-public, confidential or proprietary to GET/SSP (for the purposes
            of this Section 14.1 the "GET/SSP Confidential Information").
            Venetian shall not, during or after the Term of this Agreement,
            disclose the GET/SSP Confidential Information to third parties or
            use the GET/SSP Confidential Information for any purpose other than
            in connection with its duties and obligations as set forth in this
            Agreement. Venetian will ensure that the GET/SSP Confidential
            Information will be kept confidential by Venetian and Venetian
            Representatives, and that all such Venetian Representatives shall be
            made aware of the confidential nature of the GET/SSP Confidential
            Information. In the event Venetian is requested or required (by oral
            question, interrogatories, subpoena, civil investigative demand or
            similar process) to disclose any of the GET/SSP Confidential
            Information, Venetian will promptly notify GET/SSP of such request
            or requirement and cooperate with GET/SSP so that GET/SSP may seek
            an appropriate protective order or otherwise seek appropriate
            protection of the GET/SSP Confidential Information. In the event
            that such protection is not obtained or that GET/SSP waives
            compliance with this Section 14.1, Venetian shall furnish only that
            portion of the GET/SSP Confidential Information that Venetian is
            advised by written opinion of Venetian's counsel that Venetian is
            legally required to be furnished. Unless mandated by law or a
            governmental agency, Venetian will keep all terms and conditions of
            this Agreement confidential both during and after the Term of the
            Agreement.

      14.2  GET/SSP shall from time to time during the Term of this Agreement,
            make available to the Joint Entity information that is non-public,
            confidential or proprietary to GET/SSP or the Joint Entity or its
            directors, officers, employees, agents, distributors, designers,
            supplier/sub-contractors and professional advisers (collectively
            "the Joint Entity Representatives") may receive information that is
            non-public, confidential or proprietary to GET/SSP (for the purposes
            of this Section 14.2 the "GET/SSP Confidential Information"). The
            Joint Entity shall not, during or after the Term of this Agreement,
            disclose the GET/SSP Confidential Information to third parties or
            use the GET/SSP Confidential Information for any purpose other than
            in connection with its duties and obligations as set forth in this
            Agreement. The Joint Entity will ensure that the GET/SSP
            Confidential Information will be kept confidential by the Joint
            Entity and the Joint Entity


                                                                   Page 32 of 72
<PAGE>

            Representatives, and that all such the Joint Entity Representatives
            shall be made aware of the confidential nature of the GET/SSP
            Confidential Information. In the event the Joint Entity is requested
            or required (by oral question, interrogatories, subpoena, civil
            investigative demand or similar process) to disclose any of the
            GET/SSP Confidential Information, the Joint Entity will promptly
            notify GET/SSP of such request or requirement and cooperate with
            GET/SSP so that GET/SSP may seek an appropriate protective order or
            otherwise seek appropriate protection of the GET/SSP Confidential
            Information. In the event that such protection is not obtained or
            that GET/SSP waives compliance with this Section 14.2, the Joint
            Entity shall furnish only that portion of the GET/SSP Confidential
            Information that the Joint Entity is advised by written opinion of
            the Joint Entity's counsel that the Joint Entity is legally required
            to be furnished. Unless mandated by law or a governmental agency,
            the Joint Entity will keep all terms and conditions of this
            Agreement confidential both during and after the Term of the
            Agreement.

      14.3  Venetian shall from time to time during the Term of this Agreement,
            make available to GET/SSP information that is non-public,
            confidential or proprietary to Venetian or GET/SSP or its directors,
            officers, employees, agents, distributors, designers,
            supplier/sub-contractors and professional advisers (collectively
            "GET/SSP Representatives") may receive information that is
            non-public, confidential or proprietary to Venetian (for the
            purposes of this Section 14.3 the "Venetian Confidential
            Information"). GET/SSP shall not, during or after the Term of this
            Agreement, disclose the Venetian Confidential Information to third
            parties or use the Venetian Confidential Information for any purpose
            other than in connection with its duties and obligations as set
            forth in this Agreement. GET/SSP will ensure that the Venetian
            Confidential Information will be kept confidential by GET/SSP and
            GET/SSP Representatives, and that all such GET/SSP Representatives
            shall be made aware of the confidential nature of the Venetian
            Confidential Information. In the event GET/SSP is requested or
            required (by oral question, interrogatories, subpoena, civil
            investigative demand or similar process) to disclose any of the
            Venetian Confidential Information, GET/SSP will promptly notify
            Venetian of such request or requirement and cooperate with Venetian
            so that Venetian may seek an appropriate protective order or
            otherwise seek appropriate protection of the Venetian Confidential
            Information. In the event that such protection is not obtained or
            that Venetian waives compliance with this Section 14.3, GET/SSP
            shall furnish only that portion of the Venetian Confidential
            Information that GET/SSP is advised by written opinion of GET/SSP's
            counsel that GET/SSP is legally required to be furnished. Unless
            mandated by law or a governmental agency, GET/SSP will keep all
            terms and conditions of


                                                                   Page 33 of 72
<PAGE>

            this Agreement confidential both during and after the Term of the
            Agreement.

      14.4  Venetian shall from time to time during the Term of this Agreement,
            make available to the Joint Entity information that is non-public,
            confidential or proprietary to Venetian or the Joint Entity or its
            directors, officers, employees, agents, distributors, designers,
            supplier/sub-contractors and professional advisers (collectively
            "the Joint Entity Representatives") may receive information that is
            non-public, confidential or proprietary to Venetian (for the
            purposes of this Section 14.4 the "Venetian Confidential
            Information"). The Joint Entity shall not, during or after the Term
            of this Agreement, disclose the Venetian Confidential Information to
            third parties or use the Venetian Confidential Information for any
            purpose other than in connection with its duties and obligations as
            set forth in this Agreement. The Joint Entity will ensure that the
            Venetian Confidential Information will be kept confidential by the
            Joint Entity and the Joint Entity Representatives, and that all such
            the Joint Entity Representatives shall be made aware of the
            confidential nature of the Venetian Confidential Information. In the
            event the Joint Entity is requested or required (by oral question,
            interrogatories, subpoena, civil investigative demand or similar
            process) to disclose any of the Venetian Confidential Information,
            the Joint Entity will promptly notify Venetian of such request or
            requirement and cooperate with Venetian so that Venetian may seek an
            appropriate protective order or otherwise seek appropriate
            protection of the Venetian Confidential Information. In the event
            that such protection is not obtained or that Venetian waives
            compliance with this Section 14.4 the Joint Entity shall furnish
            only that portion of the Venetian Confidential Information that the
            Joint Entity is advised by written opinion of the Joint Entity's
            counsel that the Joint Entity is legally required to be furnished.
            Unless mandated by law or a governmental agency, the Joint Entity
            will keep all terms and conditions of this Agreement confidential
            both during and after the Term of the Agreement.

      14.5  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE
            EXISTENCE OF THIS AGREEMENT SHALL BE DEEMED "CONFIDENTIAL
            INFORMATION" PRIOR TO THE CLOSING DATE. NEITHER PARTY SHALL DISCLOSE
            THE EXISTENCE OF THIS AGREEMENT (EXCEPT AS MAY BE REQUIRED BY
            APPLICABLE LAW, RULES OR REGULATIONS AND ANY OTHER APPROPRIATE
            REGULATORY BODIES) WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
            PARTY. IN THE EVENT THE NATURE OF THIS AGREEMENT BECOMES GENERALLY
            KNOWN, EITHER PARTY SHALL HAVE THE RIGHT TO ISSUE A PRESS RELEASE
            DESCRIBING THE GENERAL NATURE OF THIS AGREEMENT.


                                                                   Page 34 of 72
<PAGE>

15.   GENERAL PROVISIONS

      15.1  INTERPRETIVE AND GOVERNING LAW

            a.    The Parties agree that this Agreement shall be interpreted
                  under and governed by Nevada law without regard to its
                  conflicts of laws principles.

      15.2  ARBITRATION

            a.    All controversies and claims of any kind or nature whatsoever
                  arising out of this Agreement, including, but not limited to
                  controversies and claims with respect to the scope,
                  interpretation or enforcement of this Agreement, shall be
                  resolved promptly by arbitration between the parties.

            b.    The disputing party shall give the other party written notice
                  of the dispute ("the Arbitration Commencement Date"). Within
                  twenty (20) days after the Arbitration Commencement Date, the
                  receiving party shall submit to the disputing party a written
                  response. The notice and response shall include a statement of
                  each party's position and a summary of the evidence and
                  argument supporting its position. The parties shall meet at a
                  mutually acceptable time and place within thirty (30) days
                  after the Arbitration Commencement Date and thereafter as
                  often as they reasonably deem necessary to agree upon
                  appropriate rules and procedures for the arbitration of the
                  dispute.

            c.    If the parties cannot agree upon rules and procedures for the
                  arbitration of the dispute within sixty (60) days after the
                  Arbitration Commencement Date, the controversy will be settled
                  by arbitration by three arbitrators. Each party shall
                  designate one arbitrator within seventy-five (75) days after
                  the Arbitration Commencement Date. The two arbitrators shall
                  designate a third arbitrator within ninety (90) days after the
                  Arbitration Commencement Date to serve as the Chair of the
                  arbitration. Each arbitrator shall have a Juris Doctorate or
                  equivalent degree and any of the following: (i) at least five
                  years of legal practice in an Intellectual Property group of a
                  nationally recognized law firm practicing in a common law
                  jurisdiction; or (ii) shall have served for at least five (5)
                  years as a judge with experience in Intellectual Property
                  matters. No arbitrator shall have an affiliation or
                  relationship with either party, nor shall he or she have any
                  interest in or benefit from the outcome of the arbitration.
                  The arbitrators shall be governed by the United States
                  Arbitration Act, 9. U.S.C. Sections 1-16, and the Federal
                  Rules of Civil Procedure and judgment upon the award rendered
                  by the arbitrators may be entered by any court having
                  jurisdiction. The place of arbitration shall be Clark County,
                  Nevada. In addition to


                                                                   Page 35 of 72
<PAGE>

                  actual damages, the arbitrators are empowered to award
                  reasonable attorney's fees and costs to the prevailing party.

            d.    All deadlines specified in this Section 15.2 may be extended
                  by mutual agreement.

            e.    The procedures specified in this paragraph shall be the sole
                  and exclusive procedures for the resolution of disputes
                  between the parties arising out of or relating to this
                  Agreement, provided, however, that a party may seek a
                  preliminary injunction or other preliminary judicial relief
                  if, in its judgment, that action is necessary to avoid
                  irreparable damage. Despite the seeking of preliminary
                  judicial relief, the parties will continue to participate in
                  good faith in the procedures specified in this paragraph. All
                  applicable statutes of limitation shall be tolled while the
                  procedures specified in this paragraph are pending. The
                  parties will take any actions required to effectuate the
                  tolling.

      15.3  ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
            between the Parties concerning the subject matter hereof. No prior
            or contemporaneous representations, inducements, promises, or
            agreements, oral or otherwise, between the Parties with reference to
            the subject matter of this Agreement will be of any force or effect.
            In the event of any express or implied conflict between the terms
            and provisions of this Agreement and any other agreement, the terms
            and conditions of this Agreement shall control and govern.

      15.4  AMENDMENTS IN WRITING. No modification or amendment to this
            Agreement will be valid or binding unless reduced to writing and
            duly executed by the Party or Parties to be bound thereby.

      15.5  NOTICES. Notices herein will be delivered and effective as follows:
            Every notice required or contemplated by this Agreement to be given
            by either Party may be given by hand delivery, by overnight
            commercial courier delivery service or express mail, by telecopier,
            or by certified mail return receipt requested addressed to the Party
            for whom it is intended, at the address as follows:

                  To Venetian:  Venetian Casino Resort, LLC
                                3355 Las Vegas Blvd., South
                                Las Vegas, NV 89109
                                Fax: (702) 733-5499
                                Attn: William P. Weidner
                  To GET/SSP:   GET/SSP, LLC
                                17861 Cartwright Road
                                Irvine, CA 92614
                                Fax: (949) 655-4501
                                Attn: Marvin Winkler

      15.6  WAIVER. None of the terms of this Agreement, including this Section
            15, or any term, right, or remedy herein shall be deemed


                                                                   Page 36 of 72
<PAGE>

            waived unless such waiver is in writing and signed by the Party to
            be charged therewith.

      15.7  ASSIGNMENT. This Agreement is personal to Venetian and GET/SSP and
            shall not be assignable to any other entity without the written
            permission of the other Party. The foregoing notwithstanding, upon
            written notice to the other Party, this Agreement may be assigned by
            either Party to an affiliate or other entity specifically created
            for that purpose. If the Joint Entity is formed, then the Joint
            Entity shall not assign this Agreement to any other entity without
            the written permission of Venetian and GET/SSP.

      15.8  BINDING ON SUCCESSORS. This Agreement will be binding upon and inure
            to the benefit of the Parties and their successors and assigns
            permitted by this Agreement.

      15.9  FORCE MAJEURE. Neither Party shall be liable for failure to perform
            or delay in performing any obligation under this Agreement if the
            failure or delay is caused by any circumstances beyond its
            reasonable control, including but not limited to acts of god, war,
            civil commotion or industrial dispute ("Force Majeure"). If such
            delay or failure continues for at least thirty (30) days, the Party
            not subject to the Force Majeure shall be entitled to terminate this
            Agreement by notice in writing to the other.

      15.10 NEUTRAL INTERPRETATION AND REPRESENTATION. Each Party has had the
            opportunity to be represented by counsel of its choice in
            negotiating this Agreement. This Agreement shall therefore be deemed
            to have been negotiated and prepared at the joint request,
            direction, and construction of the Parties, at arms length, with the
            advice and participation of counsel, and shall be interpreted in
            accordance with its terms without favor to any Party. The Parties
            and their respective counsel have reviewed this Agreement, and the
            normal rule of construction to the effect that any ambiguities in
            this Agreement are to be resolved against the drafting Party are not
            to be employed in the interpretation of this Agreement.

      15.11 INDEPENDENT PARTIES. The Parties are independent contractors. No
            partnership or joint venture beyond ownership in the Joint Entity is
            intended to be created by this Agreement, nor any principal agent or
            employer-employee relationship. Neither Party has, and Neither Party
            shall attempt to assert, the authority to make commitments for or to
            bind any other Party to any obligation.

      15.12 INJUNCTIVE RELIEF. Each Party acknowledges that any violation by it
            of its covenants in this Agreement relating to Intellectual Property
            rights or gaming licenses would result in damage that is largely
            intangible but nonetheless real, and that is incapable of complete
            remedy by an award of damages. Accordingly, any such violation shall
            give the other Party the right to seek a court ordered injunction or
            other appropriate order to specifically enforce those covenants,
            independent of any dispute arbitration. The parties agree to submit
            to the exclusive


                                                                   Page 37 of 72
<PAGE>

            personal jurisdiction of the federal and state courts sitting in
            Clark County, Nevada for the purposes of any injunctive relief
            action. The Parties agree that the federal and state courts sitting
            in Clark County, Nevada are the most appropriate venue for the
            purposes of any injunctive relief action.

      15.13 COUNTERPARTS. This agreement may be executed in any number of
            counterparts, each of which shall be considered an original, but all
            of which counterparts shall be deemed to be one and the same
            document. Parties may execute this agreement by signatures obtained
            through facsimile and those signatures may be relied upon by the
            other Party as valid as if they were signed in the presence of the
            other Party.

Each person signing below represents that he or she has read this Agreement in
its entirety, understands its terms, is duly authorized to execute this
Agreement on behalf of the Party indicated below by his or her name, and agrees
on behalf of such Party that such Party will be bound by those terms.


DATE: 1/15/02                        GET/SSP, LLC
      ------------------------

                                     By:/s/ Marvin Winkler
                                        ---------------------------------------

                                     Name: Marvin Winkler
                                           ------------------------------------

                                     Its: Manager
                                          -------------------------------------


DATE: 1/15/02                       Venetian Casino Resort, LLC
      ------------------------

                                     By:/s/ David Friedman
                                        ---------------------------------------

                                     Name: David Friedman
                                           ------------------------------------

                                     Its: Assistant to the Chairman of the Board
                                          -------------------------------------




                                                                   Page 38 of 72
<PAGE>

                                    EXHIBIT A

                              INITIAL GET SOFTWARE


1.1   [Gaming Framework

      1.    Games

            a.    Games/activities that are currently supported

The games available to be licensed on day one are: Blackjack, Video Poker
(versions include Jokers Wild, Deuces Wild, Jacks or better), Baccarat, Keno,
Sic Bo, Punto Banco, 3-reel slot machines, 5-reel slot machines, Roulette,
American Roulette, Pai Gow Poker, Craps, Lottery, and Bingo.


            b.    Support for third-party or custom-developed software

                        Games
                        Analytical components

There are a set of APIs that suitable organizations can access to develop and
interface new games and analytical components with the GET/SSP system.

            c.    How does the system support third-party or custom-developed
                  games, analytical components, and similar elements? Is there
                  an "adapter" or API for game developers?

There is a set of APIs that suitable organizations can access to develop and
interface new games and analytical components with the GET/SSP system. The
advantage of this approach is that organizations can produce games to the same
standards and "look and feel" of the base system, and the account management
facilities and cash account are fully integrated.

            d.    Support for ancillary material such as tutorials Flash-based
                  tutorials can be plugged in to the player environment.

            e.    What information is displayed to the customer for each game?

-   Game Name.

-   Restrictions on play.

-   Instructions on how to play, including a pay table for all prizes and
    special features.

-   Current account balance.

-   Unit and total bet.

-   The percentage return to the player, or sufficient information to enable the
    player to readily and easily determine the percentage return to player.

-   Information on contact points for problem gambling services.


                                                                   Page 39 of 72
<PAGE>

Rules of the game as approved by the regulator.

            f.    What action does the system take if a game is terminated prior
                  to completion?

In single-stage games, leaving the game and/or the system, and disconnection
have identical effect - the next time the player logs on, they can view and
replay any game up to the point they disconnected.

In multi-stage games such as Blackjack, leaving the game and/or the system
before a hand is complete creates an incomplete game entry. The next time the
player logs on, the system automatically replays any game up to the point of
disconnection, and requires the player complete the hand before being able to
play any other games.

In multi-player games, we intend to complete any hands that are idle for a
period of time, according to a standard basic strategy.

The system provides reports of all players with incomplete games as at the end
of any day, and calculates the revenue/tax correctly.

            g.    What information is maintained on incomplete games?

The system records all actions up to the point the game was discontinued, and
the status of all devices at the time the game was aborted.

            h.    What action is taken if a response is outside a set parameter
                  or range?

If a game play message is received that is in a format that is not expected, the
account is immediately suspended, and a message sent to the operator and the
player. The most likely reason is that the player is trying to use an
unauthorized version of a game, in an attempt to defraud the casino.

            a.    System, database, web and application server software options

The ADS, Local ADS and OBS are the data storage layer, as shown below:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
SERVER                           DESCRIPTION
--------------------------------------------------------------------------------
<S>                              <C>
Account Database Server (ADS)    The main database of the ICGS that stores all
                                 user account information including logged
                                 events.
--------------------------------------------------------------------------------
Local ADS (Local ADS)            This server operates in support of the ADS by
                                 buffering records on local hosts for

--------------------------------------------------------------------------------
</TABLE>


                                                                   Page 40 of 72
<PAGE>

<TABLE>
<S>                              <C>
--------------------------------------------------------------------------------
                                 batch submission to the ADS. This feature adds
                                 to the scalability of the ICGS by preventing
                                 the ADS from becoming a potential bottleneck
                                 under load.
--------------------------------------------------------------------------------
OffSites Backup Server (OBS)     Works with the Local ADS to perform offSites
                                 event logging and for disaster recovery
                                 purposes.
--------------------------------------------------------------------------------
</TABLE>

Data storage and handling servers of the Internet Casino Gaming System (ICGS).

The Account Database Server (ADS) is the centralized database of all user and
player account and session details. All other servers in the system access this
information through the ADS. With this basic structure in place, transaction
throughput has been optimized.

ADS functions have been optimized as follows:

Active Account Transaction Cache - active accounts (a logged on player or
administrator) participate in a system-wide distributed transaction cache.

Account Identification - the ADS maps both account numbers and account names,
providing flexibility for users and performance for the system.

Session Logs - logs distribute transactions, facilitate Sites replication and
server recovery, and localize transactions by account. Depending on jurisdiction
(and the corresponding duration and quantity parameters), log files are stored
as required. The database is kept lean by trimming logs outside these parameters
in the archive process.

The Local Account Database Server (Local ADS) decentralizes the ADS, provides a
distributed cache and distributed transaction journaling, and facilitates
database replication and offSites transaction logs.

Since the ADS functions in support of the entire ICGS, communication with the
ADS in a large system hosting many players could become a potential bottleneck.
This is alleviated through the Local ADS, which operates on each host in the
network as required, and on all new hosts as they are dynamically added to a
running system. The ADS is thereby significantly relieved of disk intensive
activities, resulting in significantly improved system and network performance.


                                                                   Page 41 of 72
<PAGE>

Communication between a Server and the ADS using the Local ADS.

Primary scalability in the ICGS is achieved through the User Session Server
(USS). The USS provides all player functionality additional USS servers can be
dynamically added to a running system as required. Each USS host (as for all
other servers) operates in concert with a Local ADS.

Users are dynamically distributed across all USS servers through the Connection
Distribution Server (CDS). This server load balances through the use of a
dynamic heap structure and ensures optimal load across all USS servers currently
operating

            b.    Methods for integration between gaming platform and adopter
                  systems

The CAS allows customers to develop their own applications. This two-part system
includes a JMS implemented event stream that sends all transaction data in
real-time to a JMS Queue/Topic. An external agent has been developed to receive
these events from the Queue/Topic and then parse the contents for post
processing. Post processing could be anything that the operator can imagine
including, financial reporting, real-time player analysis, real-time game
analysis, marketing programs, loyalty programs etc.


The CAS provides open access to all casino administration functionality for
third party products. This provides a scriptable environment where any casino
functionality can be automated by the operator, thus allowing the operator to
automate account adjustments, control financial limits, send targeted messages,
automatically update player details, handle tasks, upgrade accounts, and any
other functionality provided by GET/SSP's Internet Casino Administration Centre
(ICAC). All this is controlled by an advanced fine grained permissions system
guaranteeing that the integrity of the core system will always be maintained.

      1.    What standard reports are provided with the System?

An SQL feed from the ADS to an Oracle database provides for full reporting
capabilities. The feed is provided by the SDS server.

The SDS provides quasi real-time browser delivered reporting information. To
achieve this the SDS provides three main services:

            -   A parser for transforming incoming event data into SQL
                statements.

            -   A pipe for passing SQL statements to a Relational Data Base.

            -   A Java Servlet engine for retrieving and rendering data from the
                RDB into HTML.


                                                                   Page 42 of 72
<PAGE>

The SDS pipe guarantees to deliver data to the RDB within 30 minutes of an event
occurring within the ICGS, although in practice the delay is very much shorter.
This design has been implemented in order to mitigate RDB performance
restrictions. If all writes to the RDB were guaranteed in real-time, the
performance advantage of the ADS would be lost. This point is demonstrated by
comparing the hardware required to run the GET/SSP system, which is
substantially more cost-effective than that of our competitors.

Reports are produced in a number of suitable formats, including HTML. Standard
reports include:

GAME REPORTS

      -   Game Activity Reports

      -   Game Detail for Player Report

      -   Game Session Detail Report

      -   Game Summary Reports

      -   Game Summary by Game Report

      -   Game Summary by Player Report

      -   Game Summary by Player for Region Report

      -   Game Summary by Region Report

GOVERNMENT/JURISDICTION REPORTS

      -   Tax by Game Type Report

      -   Government Tax by Region Report

      -   Account Balances Report

      -   Change Customer Details Report

      -   Large Wins Report

      -   Player Exclusion Report

      -   Incident Report

OPERATIONS REPORTS

      -   Operational summary reports:


                                                                   Page 43 of 72
<PAGE>

FINANCIAL REPORTS

            -   Withdrawal Summary by Region Report

            -   Withdrawal Summary by Player Report

            -   Withdrawal Summary by Method Report

            -   Withdrawal Summary by Player for Region Report

            -   Withdrawal Detail for Player Report

            -   Deposit Summary by Region Report

            -   Deposit Summary by Player Report

            -   Deposit Summary by Method Report

            -   Deposit Summary by Player for Region Report

            -   Deposit Detail for Player Report

            -   Account Adjustments Report

            -   Inactive Accounts Report

            -   Incomplete Games Report

            -   Daily Financial Summary Report

            -   Weekly Financial Summary Report

            -   Monthly Financial Summary Report

      2.    Describe the alert mechanisms that are built into the System and the
            method of deployment.

The ICGS reports all alerts using the ICAC TMS (Task Management System). All
significant events including system alerts are recorded as individual tasks in
the TMS.

The ICGS also provides support for SNMP a standard network messaging system
commonly used for fault and alert monitoring. Many third party products can be
employed to send SNMP messages directly to pagers, mobile phones, email etc.

GAMECENTER HELP DESK is fully enabled for access via the Web and wireless
devices, enabling IT staff to handle critical issues from any location, at any
time.


                                                                   Page 44 of 72
<PAGE>

Intuitive web and PDA interfaces give remote technicians complete real-time
access to tracking mechanisms and operational statistics, helping ensure quick
resolution of customer issues and effective management of the service processes.

Pilot Center Help Desk is also designed to help organizations manage
increasingly critical service level agreement (SLA) commitments. Coupling
advanced workflow capabilities that automate routine tasks with a powerful
escalation engine, GameCenter Help Desk ensures the fulfillment of SLA
requirements. For maximum flexibility, the workflow feature can be initiated
from any device, interface, external application, or from other modules within
the GameCenter family of infrastructure management solutions.







                                                                   Page 45 of 72
<PAGE>

                                    EXHIBIT B

                                GET/SSP SOFTWARE


SSP EMBASSY SYSTEM SOFTWARE

The SSP EMBASSY system is a distributed system consisting of an SSP EMBASSY
device, an SSP EMBASSY Server, and an SSP EMBASSY Client desktop. The SSP
EMBASSY device and the SSP EMBASSY Client Desktop reside within the client
computing environment, while the SSP EMBASSY Server is connected to the client
via the Internet and administered by a trusted party.

The SSP EMBASSY device provides the secure, real-time, run-time environment for
the sensitive portion of applications called applets. The SSP EMBASSY device
security core is the region within the SSP EMBASSY device that is protected from
both hardware and host-based software attacks. It consists of a microprocessor,
memory management unit, real-time clock, secure non-volatile memory for key
storage, encryption/decryption technology, signing technology, and a true random
number generator.

SSP EMBASSY OS, which supports the execution of applets within the secure run
time environment.

SSP EMBASSY MANAGER

The SSP EMBASSY Manager allows the end-user to administer the installed applets,
inquire about device resources, modify registration information, and validate
the SSP EMBASSY device's time and synchronization information.

SSP EMBASSY DEVICE LIFE CYCLE

Before an SSP EMBASSY device can install an applet, it must be authorized to be
within the Trust Assurance Network. This begins by establishing a chain of trust
from a Personalization Station to the end-user. The chain of trust starts at the
top with the SSP EMBASSY Root. The SSP EMBASSY Root is responsible for
validating and authenticating the Authorization Agent Certificate Authority, SSP
EMBASSY Personalization Station Certificate Authority, and SSP EMBASSY Device
Server Certificate Authority. The Certificate Authorities are responsible for
certifying and authorizing Authorization Agents, Personalization Stations, and
EDS into the Trust Assurance Network.

The Applet Certifying Agent (ACA) is the entity within the TAN that certifies
the applet. The Applet Certifying Agent is a trusted 3rd party that agrees to
adhere


                                                                   Page 46 of 72
<PAGE>

to the security protocols defined for the TAN. For the applet to be certified,
the Application Provider securely transmits the applet to the Application
Developer Services, which transmits the applet to the ACA. The ACA certifies
that the applet falls within the security protocol defined by the TAN, validates
the applet header, and signs the applet code and the applet header separately
with the ACA's private key.

SSP XNS PROTOCOL APPLET

SSP XNS, a protocol for exchanging sensitive data between systems. XNS provides
the ability for an "entity" (a person, place, or thing) to "register" its
identity and to store information about itself (in XML) on an XNS server.
Subsequently, other entities can query this data by type and, if agreeable to
both parties, enter into an agreement (an XNS "contract") that governs the
privacy, security, and synchronization controls for the data.

    XNS provides for three levels of data validity:

    No promises have been made as to data validity;

    The entity supplying the information has agreed to XNS terms and promises to
provide valid data about itself; and

    An XNS registered certificate authority, e.g., a bank, certifies that
specific information provided by an entity is known by the certificate authority
to be valid.

SSP PROFILE MANAGER

SSP Profile Manager provides comprehensive control of the PKI token and
certificate lifecycle, and securely leverages the Internet for e-business and
communications. Through adoption of a Public Key Infrastructure using smart-card
based digital signatures, control features are simplified for complete command
of card and certificate issuance. This may include everything from new member
enrollment and issuing cards and certificates to replacement of lost and damaged
cards, unblocking locked cards, updating cards, and renewing and revoking
certificates."

SSP EPAY SAFE SECURE TRANSACTION SOFTWARE

SSP Epay Safe software is the only secure "bank eyes only card present"
encryption and transaction software for ATM, Debit or Credit Card transactions
supporting VISA, Master Card, and Discover currently worldwide. It is available
in embedded EMBASSY applet form as well as a server based environment.


                                                                   Page 47 of 72
<PAGE>

The ADS, Local ADS and OBS are the data storage layer, as shown below:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
SERVER                          DESCRIPTION
-------------------------------------------------------------------------------------
<S>                             <C>
Account Database Server (ADS)   The main database of the ICGS that stores all user
                                account information including logged events.
-------------------------------------------------------------------------------------
Local ADS (Local ADS)           This server operates in support of the ADS by
                                buffering records on local hosts for batch submission
                                to the ADS. This feature adds to the scalability of
                                the ICGS by preventing the ADS from becoming a
                                potential bottleneck under load.
-------------------------------------------------------------------------------------
OffSites Backup Server (OBS)    Works with the Local ADS to perform offSites event
                                logging and for disaster recovery purposes.
-------------------------------------------------------------------------------------
</TABLE>

Data storage and handling servers of the Internet Casino Gaming System (ICGS).

The Account Database Server (ADS) is the centralized database of all user and
player account and session details. All other servers in the system access this
information through the ADS. With this basic structure in place, transaction
throughput has been optimized.

ADS functions have been optimized as follows:

Active Account Transaction Cache - active accounts (a logged on player or
administrator) participate in a system-wide distributed transaction cache.

Account Identification - the ADS maps both account numbers and account names,
providing flexibility for users and performance for the system.

Session Logs - logs distribute transactions, facilitate Sites replication and
server recovery, and localize transactions by account. Depending on jurisdiction
(and the corresponding duration and quantity parameters), log files are stored
as required. The database is kept lean by trimming logs outside these parameters
in the archive process.


                                                                   Page 48 of 72
<PAGE>

The Local Account Database Server (Local ADS) decentralizes the ADS, provides a
distributed cache and distributed transaction journaling, and facilitates
database replication and offSites transaction logs.

Since the ADS functions in support of the entire ICGS, communication with the
ADS in a large system hosting many players could become a potential bottleneck.
This is alleviated through the Local ADS, which operates on each host in the
network as required, and on all new hosts as they are dynamically added to a
running system. The ADS is thereby significantly relieved of disk intensive
activities, resulting in significantly improved system and network performance.

Communication between a Server and the ADS using the Local ADS.

Primary scalability in the ICGS is achieved through the User Session Server
(USS). The USS provides all player functionality additional USS servers can be
dynamically added to a running system as required. Each USS host (as for all
other servers) operates in concert with a Local ADS.

Users are dynamically distributed across all USS servers through the Connection
Distribution Server (CDS). This server load balances through the use of a
dynamic heap structure and ensures optimal load across all USS servers currently
operating

        c.  Methods for integration between gaming platform and adopter systems

The CAS allows customers to develop their own applications. This two-part system
includes a JMS implemented event stream that sends all transaction data in
real-time to a JMS Queue/Topic. An external agent has been developed to receive
these events from the Queue/Topic and then parse the contents for post
processing. Post processing could be anything that the operator can imagine
including, financial reporting, real-time player analysis, real-time game
analysis, marketing programs, loyalty programs etc.

The CAS provides open access to all casino administration functionality for
third party products. This provides a scriptable environment where any casino
functionality can be automated by the operator, thus allowing the operator to
automate account adjustments, control financial limits, send targeted messages,
automatically update player details, handle tasks, upgrade accounts, and any
other functionality provided by GET/SSP's Internet Casino Administration Centre
(ICAC). All this is controlled by an advanced fine grained permissions system
guaranteeing that the integrity of the core system will always be maintained.

    3.  What standard reports are provided with the System?


                                                                   Page 49 of 72
<PAGE>

An SQL feed from the ADS to an Oracle database provides for full reporting
capabilities. The feed is provided by the SDS server.

The SDS provides quasi real-time browser delivered reporting information. To
achieve this the SDS provides three main services:

        -   A parser for transforming incoming event data into SQL statements.

        -   A pipe for passing SQL statements to a Relational Data Base.

        -   A Java Servlet engine for retrieving and rendering data from the RDB
            into HTML.

The SDS pipe guarantees to deliver data to the RDB within 30 minutes of an event
occurring within the ICGS, although in practice the delay is very much shorter.
This design has been implemented in order to mitigate RDB performance
restrictions. If all writes to the RDB were guaranteed in real-time, the
performance advantage of the ADS would be lost. This point is demonstrated by
comparing the hardware required to run the GET/SSP system, which is
substantially more cost-effective than that of our competitors.




                                                                   Page 50 of 72
<PAGE>

                                    EXHIBIT C

                                 VENETIAN MARKS


THE VENETIAN

[THE VENETIAN LOGO]



THE VENETIAN

[LOGO]

VENETIAN

SANDS





                                                                   Page 51 of 72

<PAGE>

                                    EXHIBIT D

                               ILLEGAL LOCALITIES

The following is the initial list of jurisdictions that shall immediately be
deemed Illegal Localities by Venetian and GET/SSP. Additional jurisdictions may
be added by either GET/SSP or Venetian from time to time. Jurisdictions may be
removed from this list only with the written consent of both GET/SSP and
Venetian.

Countries/Jurisdictions

-   The United States, including each State, its commonwealths and territories

-   Iran, Iraq, Libya, Sudan, North Korea, Cuba, Syria, PAKISTAN, INDONESIA,
    LEBANON.




                                 Page 52 of 72
<PAGE>

                                    EXHIBIT E
           INITIAL PROCEDURES TO PREVENT TAKING BETS FROM THOSE OTHER
                           THAN APPROPRIATE VISITORS

                       US Originated Transaction Blocking

THE VENETIAN CASINO SITES SOFTWARE CHECKS FOR US CUSTOMERS

SSP and the Joint Entity shall implement a technical mechanism in place within
the SSP Software and GET Software to prevent betting by US residents

CHECKS AT ACCOUNT SETUP AND DEPOSIT OF FUNDS TO AN ACCOUNT

The blocking mechanism takes into account three factors when determining whether
or not to enable a customer to establish an account or deposit money to an
account, these are:

-   Country of origin of IP address - Uses IP geo-location software to determine
    the country of origin of an end user's IP address.

-   Country of issue of Payment Card - Use a database table of card ranges (BIN
    numbers), along with issuing bank and country of issue. This list is updated
    regularly and there is also an administration screen that allows manual
    update when required.

-   Postal Code - The postal code field is examined to determine if it is of
    United States format.

The check is performed when a customer attempts to deposit funds into an account
and will accept or reject the transaction, or suspend the customer as shown
below:

<TABLE>
<CAPTION>
                        ----------------------------------------------------------------------
                             US BASED IP             NON-US IP               UNKNOWN IP
----------------------------------------------------------------------------------------------
     Card                       Non     Not             Non      Not             Non     Not
     Type                US     US     Known     US     US     Known     US      US     Known
----------------------------------------------------------------------------------------------
<S>                      <C>    <C>    <C>       <C>    <C>    <C>       <C>     <C>    <C>
US ZipCode               *       *       *       *       *       *       *        *       *
----------------------------------------------------------------------------------------------
Other Post Code          *       S       *       S       +       S       S        S       S
----------------------------------------------------------------------------------------------
Blank PostCode           *       S       *       S       +       S       *        S       *
----------------------------------------------------------------------------------------------
</TABLE>

+  the transaction is accepted

*  the transaction is rejected and the customer account is suspended


                                                                   Page 53 of 72
<PAGE>

S  the customer is suspended pending clarification that the customer is not a US
   resident

IN CASES WHERE AN ACCOUNT IS SUSPENDED CUSTOMER SERVICE WILL NEED TO CALL THE
INDIVIDUAL TO ASSURE THAT HE OR SHE HAS GIVEN AND IS AT A NUMBER THAT IS NOT IN
THE ILLEGAL LOCALITIES.

ADDITIONAL CHECKS AT LOGIN

IF A CUSTOMER'S IP ADDRESS AT LOGIN INDICATES A DIFFERENT ISP THAN THE CUSTOMER
USED IN SETTING UP THE CUSTOMER'S ACCOUNT, AND SUCH ISP IS BASED IN THE U.S. OR
AN UNKNOWN JURISDICTION, THEN THE CUSTOMER'S TRANSACTION WILL BE SUSPENDED
PENDING TELEPHONE VERIFICATION.

TRANSACTION REFUSAL REPORTING

The Software shall create a report from those transactions that have attempted
to deposit money into the system from the United States.




                                                                   Page 54 of 72
<PAGE>

                                    Exhibit F

                              THIRD PARTY SOFTWARE


Oracle 9i Enterprise Edition Database -

SUN SOLARIS  8 10/01 -






                                                                   Page 55 of 72
<PAGE>

                                    EXHIBIT G

                              HARDWARE REQUIREMENTS





                                                                   Page 56 of 72
<PAGE>

                                    EXHIBIT H

                            TRAINING SUPPORT SERVICES






                                                                   Page 57 of 72
<PAGE>

                                    EXHIBIT I

                                  SSP HARDWARE


SSP Model 350 Smart Card Reader

This card reader is designed for mass production deployment as an authentication
and monetization tool. It is a multi purpose reader that allows for a wide range
of applications covering the majority of accepted industry standards. It is part
of a scalable solution, adaptable for an open platform environment as well as
suited for a controlled or closed environment, within all vertical markets.

The flexible design will allow for any combination of support for EMBASSY
technology, smart card acceptance, magstripe, Forte or other smart cards, secure
PIN pad, LCD display, all via a USB port. In addition, the reader can support
additional internal integrated "plug in" modules, biometric (thumbprint scanner)
and GPS (for location authentication).

SSP shall provide to the Joint Entity, a value added reseller (VAR) license for
this technology.





                                                                   Page 58 of 72
<PAGE>

                                   EXHIBIT J.

                           PREFERRED ESCROW AGREEMENT


This agreement ("Agreement") is effective ________, 20__ among DSI Technology
Escrow Services, Inc. ("DSI"), SSP ("Depositor"), and __Joint Entity__
("Preferred Beneficiary"), who collectively may be referred to in this Agreement
as the parties ("parties").

A.    Depositor and Preferred Beneficiary have entered or will enter into a
separate agreement regarding certain proprietary technology of Depositor
(referred to in this Agreement as "the Contribution Agreement").

B.    Depositor desires to avoid disclosure of its proprietary technology except
under certain limited circumstances.

C.    The availability of the proprietary technology of Depositor is critical to
Preferred Beneficiary in the conduct of its business and, therefore, Preferred
Beneficiary needs access to the proprietary technology under certain limited
circumstances.

D.    Depositor and Preferred Beneficiary desire to establish an escrow with DSI
to provide for the retention, administration and controlled access of certain
proprietary technology materials of Depositor.

E.    The parties desire this Agreement to be supplementary to the Contribution
Agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).

                              ARTICLE 1 -- DEPOSITS

1.1   Obligation to Make Deposit. Upon the signing of this Agreement by the
parties, Depositor shall deliver to DSI the proprietary technology and other
materials ("Deposit Materials") required to be deposited by the Contribution
Agreement or, if the Contribution Agreement does not identify the materials to
be deposited with DSI, then such materials will be identified on Exhibit A. If
Exhibit A is applicable, it is to be prepared and signed by Depositor and
Preferred Beneficiary. DSI shall have no obligation with respect to the
preparation, signing or delivery of Exhibit A.

1.2   Identification of Tangible Media. Prior to the delivery of the Deposit
Materials to DSI, Depositor shall conspicuously label for identification each
document, magnetic tape, disk, or other tangible media upon which the Deposit
Materials are written or stored. Additionally, Depositor shall complete Exhibit
B to this Agreement by listing each such tangible media by the item label
description, the type of media and the quantity. Exhibit B shall be signed by
Depositor and


                                                                   Page 59 of 72
<PAGE>
delivered to DSI with the Deposit Materials. Unless and until Depositor makes
the initial deposit with DSI, DSI shall have no obligation with respect to this
Agreement, except the obligation to notify the parties regarding the status of
the account as required in Section 2.2 below.

1.3   Deposit Inspection. When DSI receives the Deposit Materials and the
Exhibit B, DSI will conduct a deposit inspection by visually matching the
labeling of the tangible media containing the Deposit Materials to the item
descriptions and quantity listed on the Exhibit B. In addition to the deposit
inspection, Preferred Beneficiary may elect to cause a verification of the
Deposit Materials in accordance with Section 1.6 below.

1.4   Acceptance of Deposit. At completion of the deposit inspection, if DSI
determines that the labeling of the tangible media matches the item descriptions
and quantity on Exhibit B, DSI will date and sign Exhibit B and mail a copy
thereof to Depositor and Preferred Beneficiary. If DSI determines that the
labeling does not match the item descriptions or quantity on Exhibit B, DSI will
(a) note the discrepancies in writing on Exhibit B; (b) date and sign Exhibit B
with the exceptions noted; and (c) mail a copy of Exhibit B to Depositor and
Preferred Beneficiary. DSI's acceptance of the deposit occurs upon the signing
of Exhibit B by DSI. Delivery of the signed Exhibit B to Preferred Beneficiary
is Preferred Beneficiary's notice that the Deposit Materials have been received
and accepted by DSI.

1.5   Depositor's Representations. Depositor represents as follows:

a.    Depositor lawfully possesses all of the Deposit Materials deposited with
DSI;

b.    With respect to all of the Deposit Materials, Depositor has the right and
authority to grant to DSI and Preferred Beneficiary the rights as provided in
this Agreement;

c.    The Deposit Materials are not subject to any lien or other encumbrance;

d.    The Deposit Materials consist of the proprietary technology and other
materials identified either in the Contribution Agreement or Exhibit A, as the
case may be; and

e.    The Deposit Materials are readable and useable in their current form or,
if any portion of the Deposit Materials is encrypted, the decryption tools and
decryption keys have also been deposited.

1.6   Verification. A verification determines, in different levels of detail,
the accuracy, completeness, sufficiency and quality of the Deposit Materials.
Preferred Beneficiary shall have the right to cause a verification of any
Deposit


                                                                   Page 60 of 72
<PAGE>
Materials, at Preferred Beneficiary's expense. Preferred Beneficiary shall
notify Depositor and DSI of Preferred Beneficiary's request for verification.
Depositor shall have the right to be present at the verification. If a
verification is elected after the Deposit Materials have been delivered to DSI,
then only DSI, may perform the verification.

1.7   Deposit Updates. Unless otherwise provided by the Contribution Agreement,
Depositor shall update the Deposit Materials within sixty (60) days of each
release of a new version of the product that is subject to the Contribution
Agreement. Such updates will be added to the existing deposit. All deposit
updates shall be listed on a new Exhibit B and the new Exhibit B shall be signed
by Depositor. Each Exhibit B will be held and maintained separately within the
escrow account. An independent record will be created which will document the
activity for each Exhibit B. The processing of all deposit updates shall be in
accordance with Sections 1.2 through 1.6 above. All references in this Agreement
to the Deposit Materials shall include the initial Deposit Materials and any
updates.

1.8   Removal of Deposit Materials. The Deposit Materials may be removed and/or
exchanged only on written instructions signed by Depositor and Preferred
Beneficiary, or as otherwise provided in this Agreement.

                 ARTICLE 2 -- CONFIDENTIALITY AND RECORD KEEPING

2.1   Confidentiality. DSI shall maintain the Deposit Materials in a secure,
environmentally safe, locked facility that is accessible only to authorized
representatives of DSI. DSI shall have the obligation to reasonably protect the
confidentiality of the Deposit Materials. Except as provided in this Agreement,
DSI shall not disclose, transfer, make available, or use the Deposit Materials.
DSI shall not disclose the content of this Agreement to any third party. If DSI
receives a subpoena or any other order from a court or other judicial tribunal
pertaining to the disclosure or release of the Deposit Materials, DSI will
immediately notify the parties to this Agreement unless prohibited by law. It
shall be the responsibility of Depositor and/or Preferred Beneficiary to
challenge any such order; provided, however, that DSI does not waive its rights
to present its position with respect to any such order. DSI will not be required
to disobey any order from a court or other judicial tribunal. (See Section 7.5
below for notices of requested orders.)

2.2   Status Reports. DSI will issue to Depositor and Preferred Beneficiary a
report profiling the account history at least semi-annually. DSI may provide
copies of the account history pertaining to this Agreement upon the request of
any party to this Agreement.

2.3   Audit Rights. During the term of this Agreement, Depositor and Preferred
Beneficiary shall each have the right to inspect the written records of DSI


                                                                   Page 61 of 72
<PAGE>

pertaining to this Agreement. Any inspection shall be held during normal
business hours and following reasonable prior notice.

                       ARTICLE 3 -- GRANT OF RIGHTS TO DSI

3.1   Title to Media. Depositor hereby transfers to DSI the title to the media
upon which the proprietary technology and materials are written or stored.
However, this transfer does not include the ownership of the proprietary
technology and materials contained on the media such as any copyright,
trademark, trade secret, patent or other intellectual property rights.

3.2   Right to Make Copies. DSI shall have the right to make copies of the
Deposit Materials as reasonably necessary to perform this Agreement. DSI shall
copy all copyright, nondisclosure, and other proprietary notices and titles
contained on the Deposit Materials onto any copies made by DSI. Any copies so
made shall be accorded the same treatment as the originals pursuant to this
Agreement. With all Deposit Materials submitted to DSI, Depositor shall provide
any and all instructions as may be necessary to duplicate the Deposit Materials
including but not limited to the hardware and/or software needed.

3.3   Right to Transfer Upon Release. Depositor hereby grants to DSI the right
to transfer Deposit Materials to Preferred Beneficiary upon any release of the
Deposit Materials for use by Preferred Beneficiary in accordance with Section
4.5. Except upon such a release or as otherwise provided in this Agreement, DSI
shall not transfer the Deposit Materials.

                         ARTICLE 4 -- RELEASE OF DEPOSIT

4.1   Release Conditions. As used in this Agreement, "Release Conditions" shall
mean the existence of any one or more of the following circumstances,
uncorrected for more than thirty (30) days:

a.    Depositor's failure to carry out obligations imposed on it, as are more
fully described in Section 4.8.b.3 of the Contribution Agreement;

b.    Entry of an order for relief for Depositor under Title 11 of the United
States Code;

c.    The making by Depositor of a general assignment for the benefit of
creditors;

d.    The appointment of a general receiver or trustee in bankruptcy of
Depositor's business or property;

e.    Action by Depositor under any state insolvency or similar law for the
purpose of its bankruptcy, reorganization or liquidation; or


                                                                   Page 62 of 72
<PAGE>

f.    Depositor's failure to continue to do business in the ordinary course.

4.2   Filing for Release. If Preferred Beneficiary believes in good faith that a
Release Condition has occurred, Preferred Beneficiary may provide to DSI written
notice of the occurrence of the Release Condition and a request for the release
of the Deposit Materials. Upon receipt of such notice, DSI shall provide a copy
of the notice to Depositor by commercial express mail.

4.3   Contrary Instructions. From the date DSI mails the notice requesting
release of the Deposit Materials, Depositor shall have fifteen (15) calendar
days to deliver to DSI contrary instructions ("Contrary Instructions"). Contrary
Instructions shall mean the written representation by Depositor that a Release
Condition has not occurred or has been cured. Upon receipt of Contrary
Instructions, DSI shall send a copy to Preferred Beneficiary by commercial
express mail. Additionally, DSI shall notify both Depositor and Preferred
Beneficiary that there is a dispute to be resolved pursuant to Section 7.3 of
this Agreement. Subject to Section 5.2 of this Agreement, DSI will continue to
store the Deposit Materials without release pending (a) joint instructions from
Depositor and Preferred Beneficiary; (b) dispute resolution pursuant to Section
7.3; or (c) order of a court of competent jurisdiction

4.4   Release of Deposit. If DSI does not receive Contrary Instructions from the
Depositor, DSI is authorized to release the Deposit Materials to the Preferred
Beneficiary or, if more than one beneficiary is registered to the deposit, to
release a copy of the Deposit Materials to the Preferred Beneficiary. However,
DSI is entitled to receive any fees due DSI before making the release. Any
copying expense in excess of $300 will be chargeable to Preferred Beneficiary.
This Agreement will terminate upon the release of the original and all copies of
the Deposit Materials held by DSI.

4.5   Right to Use Following Release. Unless otherwise provided in the
Contribution Agreement, upon release of the Deposit Materials in accordance with
this Article 4, Preferred Beneficiary shall have the right to use the Deposit
Materials for the sole purpose of continuing the benefits afforded to Preferred
Beneficiary by the Contribution Agreement. Preferred Beneficiary shall be
obligated to maintain the confidentiality of the released Deposit Materials.

                        ARTICLE 5 -- TERM AND TERMINATION

5.1   Term of Agreement. The initial term of this Agreement is for a period of
one year. Thereafter, this Agreement shall automatically renew from year-to-year
unless (a) Depositor and Preferred Beneficiary jointly instruct DSI in writing
that the Agreement is terminated; or (b) DSI instructs Depositor and Preferred
Beneficiary in writing that the Agreement is terminated for nonpayment in
accordance with Section 5.2 or by resignation in accordance with Section 5.3. If


                                                                   Page 63 of 72
<PAGE>

the Deposit Materials are subject to another escrow agreement with DSI, DSI
reserves the right, after the initial one year term, to adjust the anniversary
date of this Agreement to match the then prevailing anniversary date of such
other escrow arrangements.

5.2   Termination for Nonpayment. In the event of the nonpayment of fees owed to
DSI, DSI shall provide written notice of delinquency to all parties to this
Agreement. Any party to this Agreement shall have the right to make the payment
to DSI to cure the default. If the past due payment is not received in full by
DSI within one month of the date of such notice, then DSI shall have the right
to terminate this Agreement at any time thereafter. DSI shall have no obligation
to take any action under this Agreement so long as any payment due to DSI
remains unpaid.

5.3   Termination By Resignation. DSI reserves the right to terminate this
Agreement, for any reason, by providing Depositor and Preferred Beneficiary with
60-days written notice of its intent to terminate this Agreement. Within the
60-day period, the Depositor and Preferred Beneficiary may provide DSI with
joint written instructions authorizing DSI to forward the Deposit Materials to
another escrow company and/or agent or other designated recipient. If DSI does
not receive said joint written instructions within 60 days of the date of DSI's
written termination notice, then DSI shall destroy, return or otherwise deliver
the Deposit Materials in accordance with Section 5.4.

5.4   Disposition of Deposit Materials Upon Termination. Subject to the
foregoing termination provisions, and upon termination of this Agreement, DSI
shall destroy, return, or otherwise deliver the Deposit Materials in accordance
with instructions. If there are no instructions, DSI may, at its sole
discretion, destroy the Deposit Materials or return them to Depositor. DSI shall
have no obligation to destroy or return the Deposit Materials if the Deposit
Materials are subject to another escrow agreement with DSI or have been released
to the Preferred Beneficiary in accordance with Section 4.4.

5.5   Survival of Terms Following Termination. Upon termination of this
Agreement, the following provisions of this Agreement shall survive:

a.    Depositor's Representations (Section 1.5);

b.    The obligations of confidentiality with respect to the Deposit Materials;

c.    The rights granted in the sections entitled Right to Transfer Upon Release
(Section 3.3) and Right to Use Following Release (Section 4.5), if a release of
the Deposit Materials has occurred prior to termination;

d.    The obligation to pay DSI any fees and expenses due;


                                                                   Page 64 of 72
<PAGE>

e.    The provisions of Article 7; and

f.    Any provisions in this Agreement that specifically state they survive the
termination of this Agreement.

                             ARTICLE 6 -- DSI'S FEES

6.1   Fee Schedule. DSI is entitled to be paid its standard fees and expenses
applicable to the services provided. Unless otherwise stated in this Agreement
or agreed in a writing signed by DSI, Preferred Beneficiary will pay DSI's fees.
DSI shall notify in writing the party responsible for payment of DSI's fees at
least sixty (60) days prior to any increase in fees. For any service not listed
on DSI's standard fee schedule, DSI will provide a quote prior to rendering the
service, if requested.

6.2   Payment Terms. DSI shall not be required to perform any service unless the
payment for such service and any outstanding balances owed to DSI are paid in
full. Fees are due upon receipt of a signed contract or receipt of the Deposit
Materials whichever is earliest. If invoiced fees are not paid, DSI may
terminate this Agreement in accordance with Section 5.2.

                       ARTICLE 7 -- LIABILITY AND DISPUTES

7.1   Right to Rely on Instructions. DSI may act in reliance upon any
instruction, instrument, or signature reasonably believed by DSI to be genuine.
DSI may assume that any officer of a party to this Agreement who gives any
written notice, request, or instruction has the authority to do so. DSI shall
not be required to inquire into the truth or evaluate the merit of any statement
or representation contained in any notice or document. DSI shall not be
responsible for failure to act as a result of causes beyond the reasonable
control of DSI.

7.2   Indemnification. Depositor and Preferred Beneficiary each agree to
indemnify, defend and hold harmless DSI from any and all claims, actions,
damages, arbitration fees and expenses, costs, attorney's fees and other
liabilities ("Liabilities") incurred by DSI relating in any way to this escrow
arrangement unless such Liabilities were caused by the negligence or willful
misconduct of DSI.

7.3   Dispute Resolution. Any dispute relating to or arising from this Agreement
shall be resolved by arbitration using a panel of three (3) arbitrators under
the Commercial Rules of the American Arbitration Association. Three arbitrators
shall be selected. The Depositor and Preferred Beneficiary shall each select one
arbitrator and the two chosen arbitrators shall select the third arbitrator, or
failing agreement on the selection of the third arbitrator, the American
Arbitration Association shall select the third arbitrator. However, if DSI is a
party to the arbitration, DSI shall select the third arbitrator. Unless
otherwise agreed by


                                                                   Page 65 of 72
<PAGE>

Depositor and Preferred Beneficiary, arbitration will take place in San Diego,
California, USA. Any court having jurisdiction over the matter may enter
judgment on the award of the arbitrators. Service of a petition to confirm the
arbitration award may be made by First Class mail or by commercial express mail,
to the attorney for the party or, if unrepresented, to the party at the last
known business address.

7.4   Controlling Law. This Agreement is to be governed and construed in
accordance with the laws of Nevada, without regard to its conflict of law
provisions.

7.5   Notice of Requested Order. If any party intends to obtain an order from
the arbitrator or any court of competent jurisdiction that may direct DSI to
take, or refrain from taking any action, that party shall:

a.    Give DSI at least two business days prior notice of the hearing;

b.    Include in any such order that, as a precondition to DSI's obligation, DSI
be paid in full for any past due fees and be paid for the reasonable value of
the services to be rendered pursuant to such order; and

c.    Ensure that DSI not be required to deliver the original (as opposed to a
copy) of the Deposit Materials if DSI may need to retain the original in its
possession to fulfill any of its other escrow duties.

                         ARTICLE 8 -- GENERAL PROVISIONS

8.1   Entire Agreement. This Agreement, which includes Exhibits described
herein, embodies the entire understanding among the parties with respect to its
subject matter and supersedes all previous communications, representations or
understandings, either oral or written. DSI is not a party to the Contribution
Agreement between Depositor and Preferred Beneficiary and has no knowledge of
any of the terms or provisions of any such Contribution Agreement. DSI's only
obligations to Depositor or Preferred Beneficiary are as set forth in this
Agreement. No amendment or modification of this Agreement shall be valid or
binding unless signed by all the parties hereto, except that Exhibit A need not
be signed by DSI, Exhibit B need not be signed by Preferred Beneficiary and
Exhibit C need not be signed.

8.2   Notices. All notices, invoices, payments, deposits and other documents and
communications shall be given to the parties at the addresses specified in the
attached Exhibit C. It shall be the responsibility of the parties to notify each
other as provided in this Section in the event of a change of address. The
parties shall have the right to rely on the last known address of the other
parties. Unless otherwise provided in this Agreement, all documents and
communications may be delivered by First Class mail.


                                                                   Page 66 of 72
<PAGE>

8.3   Severability. In the event any provision of this Agreement is found to be
invalid, voidable or unenforceable, the parties agree that unless it materially
affects the entire intent and purpose of this Agreement, such invalidity,
voidability or unenforceability shall affect neither the validity of this
Agreement nor the remaining provisions herein, and the provision in question
shall be deemed to be replaced with a valid and enforceable provision most
closely reflecting the intent and purpose of the original provision.

8.4   Successors. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties. However, DSI shall have no
obligation in performing this Agreement to recognize any successor or assign of
Depositor or Preferred Beneficiary unless DSI receives clear, authoritative and
conclusive written evidence of the change of parties.

8.5   Regulations. Depositor and Preferred Beneficiary are responsible for and
warrant compliance with all applicable laws, rules and regulations, including
but not limited to customs laws, import, export, and re-export laws and
government regulations of any country from or to which the Deposit Materials may
be delivered in accordance with the provisions of this Agreement.

GET/SSP                             DSI Technology Escrow Services, Inc.

By: _________________________       By: _________________________

Name: _______________________       Name: _______________________

Title: ______________________       Title: ______________________

Date: _______________________       Date: _______________________


Joint Entity

By: _________________________

Name: _______________________

Title: ______________________

Date: _______________________




                                                                   Page 67 of 72
<PAGE>

                               ESCROW - EXHIBIT A

                            MATERIALS TO BE DEPOSITED

                        Account Number _________________


Depositor represents to Preferred Beneficiary that Deposit Materials delivered
to DSI shall consist of the following:


SSP                                 Joint Entity
Depositor                           Preferred Beneficiary

By: _________________________       By: _________________________

Name: _______________________       Name: _______________________

Title: ______________________       Title: ______________________

Date: _______________________       Date: _______________________
P01v2




                                                                   Page 68 of 72
<PAGE>

                               ESCROW - EXHIBIT B

                        DESCRIPTION OF DEPOSIT MATERIALS

Depositor Company Name: SSP

Account Number: __________________________

Product Name: ____________________________  Version: _____________
(Product Name will appear as the Exhibit B Name on Account History report)

DEPOSIT MATERIAL DESCRIPTION:
Quantity       Media Type & Size    Label Description of Each Separate Item

____    Disk 3.5" or ____
____    DAT tape ____mm
____    CD-ROM
____    Data cartridge tape ____
____    TK 70 or ____ tape
____    Magnetic tape ____
____    Documentation
____    Other ______________________

PRODUCT DESCRIPTION:
Environment:

_____________________________________________________________________________

DEPOSIT MATERIAL INFORMATION:
Is the media or are any of the files encrypted? Yes / No If yes, please include
any passwords and the decryption tools.
Encryption tool name________________________
    Version:__________________

Hardware required:
____________________________________________________________________________
Software required:
____________________________________________________________________________
Other required information:
____________________________________________________________________________

I certify for Depositor that the above described Deposit Materials have been
transmitted to DSI:

Signature: ________________________
Print Name: _______________________


                                                                   Page 69 of 72
<PAGE>

Date: _____________________________

DSI has inspected and accepted the above materials (any exceptions are noted
above):

Signature: _________________________
Print Name: ________________________
Date Accepted:______________________
Exhibit B#:_________________________

Send materials to: DSI, 9265 Sky Park Ct., Suite 202, San Diego, CA 92123
(858) 499-1600




                                                                   Page 70 of 72
<PAGE>

                               ESCROW - EXHIBIT C

                               DESIGNATED CONTACT

                        Account Number: _________________


Notices and communications          Invoices should be addressed to
should be addressed to Depositor:   Depositor at:

Company Name: SSP
Address: _____________________      Address: _____________________
Address: _____________________      Address: _____________________
Address: _____________________      Address: _____________________
Designated Contact: __________      Contact: _____________________
Tel: _________________________      Tel: _________________________
Fax: _________________________      P.O.# if req'rd: _____________
Email: _______________________      Email: _______________________
Verification Contact:

Notices and communications to       Invoices to Preferred Beneficiary
Preferred Beneficiary should        should be addressed to:
be addressed to:

Company Name: Joint Entity
Address: _____________________      Address: _____________________
Address: _____________________      Address: _____________________
Address: _____________________      Address: _____________________
Designated Contact: __________      Contact: _____________________
Tel: _________________________      Tel: _________________________
Fax: _________________________      P.O.# if req'rd: _____________
Email: _______________________      Email: _______________________

Requests from Depositor or Preferred Beneficiary to change the designated
contact should be given in writing by the designated contact or an authorized
employee of Depositor or Preferred Beneficiary.

Contracts, Deposit Materials and            Invoice inquiries and fee
notices to DSI should be addressed:         remittances addressed to:

DSI Technology Escrow Services, Inc.        DSI Technology Escrow
                                            Services, Inc.
Contract Administration                     Accounts Receivable


                                                                   Page 71 of 72
<PAGE>

Suite 202                                   P.O. Box 45156
9265 Sky Park Court                         San Francisco, CA 94145-0156
San Diego, CA 92123
Tel: (858)499-1600                          Tel: (858) 499-1636
Fax: (858)694-1919                          Fax: (858) 499-1637
Email: ca@dsiescrow.com

Date:__________________
P01v2





                                                                   Page 72 of 72