Unassociated Document


    

      Exhibit
        10.1

      AMENDMENT
        TO

      VOTING
        PROXY AGREEMENT

      


      This
        AMENDMENT TO VOTING PROXY AGREEMENT (this “Amendment”)
        is entered into as of this 20th
        day of
        July, 2005 (“Effective Date”) and amends the Voting Proxy Agreement executed on
        August 25, 1995 by and between Sumner M. Redstone, an individual (“Redstone”),
        National Amusements, Inc., a Maryland corporation (“NAI” and collectively with
        Redstone, the “ Shareholders”), WMS Industries Inc., a Delaware corporation (the
“Company”), and Louis J. Nicastro and Neil D. Nicastro, individuals, as amended
        by that certain First Amendment to Voting Proxy Agreement dated as of October
        23, 2002 by and among the Company, the Shareholders, Louis J. Nicastro and
        Neil
        D. Nicastro (the “Agreement”). 

      


      RECITALS

      


      A.
        The
        Agreement will expire in accordance with its terms on August 24, 2005.


      


      B.
        The
        parties wish to amend and extend the Agreement.

      


      AGREEMENT

      


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

      


      
        	1.  	
                TERM.
                  Section 2.6 of the Agreement is hereby deleted in its entirety
                  and
                  replaced with the following:

              


      

      


      “Unless
        sooner terminated as provided in paragraphs 2.3 through 2.5 hereof, this
        Agreement shall continue in force until midnight, central time, on August
        24,
        2010 (hereinafter the “Voting Proxy Term”). The parties may agree to further
        extend this Agreement at any time prior to expiration of the Voting Proxy
        Term.”

      


      
        	2.  	
                NOTICES.
                  Section 6.12 of the Agreement is hereby deleted in its entirety
                  and
                  replaced with the following:

              


      

      


      “All
        notices or communications hereunder shall be in writing and sent to the
        following addresses or at such other addresses as the parties may designate
        from
        time to time:

      


      
        
          	
                  If
                    to the Shareholders:

                	
                  Sumner
                    M. Redstone

                  c/o
                    National Amusements, Inc.

                  200
                    Elm Street

                  Dedham,
                    MA 02026

                  Facsimile:
                    781 461-1412

                  Attn:
                    Tilly Berman

                   

                  National
                    Amusements, Inc.

                  200
                    Elm Street

                  Dedham,
                    MA 02026

                  Facsimile:
                    781 461-1412

                  Attn:
                    General Counsel

                


        

         

        
          
            
            

          

          
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                  If
                    to the Company:

                	
                  WMS
                    Industries Inc.

                  800
                    South Northpoint Blvd.

                  Waukegan,
                    Illinois 60085

                  Facsimile:
                    847-785-3901

                  ATTN:
                    General Counsel and Secretary

                
	
                   

                  If
                    to Neil D. Nicastro:

                	
                   

                  Neil
                    D. Nicastro

                  c/o
                    WMS Industries Inc.

                  800
                    South Northpoint Blvd.

                  Waukegan,
                    Illinois 60085

                  Facsimile:
                    847-785-3787

                
	
                  If
                    to Nevada Board Chairman:

                	
                  Dennis
                    K. Neilander, Chairman

                  State
                    Gaming Control Board

                  1919
                    E. College Parkway

                  Carson
                    City, NV 89706

                  Facsimile:
                    775-687-5817

                


        

      

      


      
        	3.  	
                CONSTRUCTION.
                  Capitalized terms used in this Amendment without definition shall
                  have the
                  meanings set forth in the Agreement. If any conflict arises between
                  the
                  terms of this Amendment and the terms of the Agreement, this Amendment
                  shall control. Except as otherwise provided in this Amendment,
                  the terms
                  of the Agreement shall remain in full force and effect. This Amendment
                  may
                  be executed in any number of counterparts, each of which shall
                  constitute
                  an original.

              


      

      


      


      IN
        WITNESS WHEREOF,
        the
        Parties hereto have signed this Amendment as of the day and year first above
        written.

       

      


      
        	
                /s/
                  Sumner
                  Redstone        

              	
                /s/ 
                  Neil
                  D. Nicastro        

              
	
                Sumner
                  Redstone

              	
                Neil
                  D. Nicastro

              
	 	 
	
                National
                  Amusements, Inc.

                a
                  Maryland corporation

              	
                WMS
                  Industries Inc.,

                a
                  Delaware corporation

              
	
                By:  /s/
                  Richard J. Sherman             

              	
                By: 
                  /s/ Brian R. Gamache        

              
	
                Print
                  name: Richard J. Sherman

                Title:
                  Vice President and 

                Assistant
                  Secretary

              	
                Print
                  name: Brian R. Gamache

                Title:
                  President and Chief Executive

                Officer

              


      

      


      
        
          
          

        

        
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