**Exhibit10.1**

**GAME SHOW NETWORK, LLC**

2150 ColoradoAvenue, Santa Monica, California 90404

310/255-6890

FAX: 310/255-6989

As of April 2,2007

Mr. Steve Lipscomb

c/o Adam Pliska, General Counsel

WPT Enterprises, Inc., Suite #350

5700 Wilshire Boulevard

Los Angeles, California90036

**Re:     WPT**

Gentlemen:

The following willconfirm the terms of the agreement between Game Show Network, LLC (“GSN”) andWPT Enterprises, Inc. (“WPT, Inc.”) in connection with production, delivery andexhibition of the World Poker Tour television episodes (“Program”).

1.         **CONDITION PRECEDENT: **GSN is informed that WPT, Inc. is partyto an agreement with Travel Channel (or a related entity) regarding World PokerTour programming (the “Travel Agreement”). WPT, Inc. does not intend to breach the Travel Agreement and itrepresents that entering into this agreement does not breach the TravelAgreement.  Such representation is amaterial term to GSN entering into this agreement.

2.         **PROGRAM: **The Program shall consist of a series oftwo-hour programs of poker tournaments branded as the “World Poker Tour” (witheach “season” being  twenty-threeepisodes) held in various locations and shall be substantially similar informat, production value and all other production elements to the sampleepisode of Season 5 of the Program provided to GSN.  For purpose of clarity, the Program shall notcover non-WPT branded poker programming (e.g., the Professional PokerTour).  The production schedule of eachseason is currently May – April.  GSNshall have standard network approval over all material creative elements.  GSN hereby licenses, subject to the termshereof, Season 6 (i.e., the season conducted from approximately May 2007through April 2008) of the Program.  GSNshall have exclusive, consecutive-dependent options (the “Subsequent SeasonOptions”) to order Season 7 and Season 8. Each of the Subsequent Season Options shall be exercisable no later thansixty (60) days following GSN’s initial airing of the first episode of theprevious season but no later than March 15 of the applicable year, (the “OptionDate”) provided that WPT, Inc. delivers final cuts of the first four episodesno later than December 1 of the calendar year in which they are taped andsubsequent episodes are delivered two weeks before their airdates, assuming

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such airdates occurpursuant to a schedule in which GSN will air the episodes on a once a weekbasis beginning January 15 of the year following commencement of the WPT “season”. If delivery is later or GSN is contractually prohibited (because of WPT, Inc.contractual obligations with some third party) from airing episodes as early asJanuary 15 ( a “Delay”) and as a result GSN does not air original episodes eachweek from January 15 through March 15, then the Option Date shall be extendedby the number of weeks GSN’s air schedule was delayed.  Each Subsequent Season Option hereunder, ifexercised in GSN’s sole discretion, may only be exercised by written notice toWPT, Inc. from GSN’s Business Affairs Department.

3.         **LICENSE FEE:**  The license fee (“License Fee”) for thelicense granted herein shall be Three Hundred Thousand Dollars ($300,000) pertwo hour episode in Season 6, with 5% increases for subsequent seasons, payableupon final delivery of the Program in conformance with the specificationsprovided by GSN.  The following bonusstructure shall apply to the License Fee:
| If the average rating of the  premiere run of all 23  episodes is greater than: | ** ** | **Then the  bonus license fee on a per episode  basis is:** |
|---------------------------------------------------------------------------------|------------|-------------------------------------------------------------|
|                                                                            |       |                                                        |
| .8                                                                              |       | 20K                                                         |
|                                                                            |       |                                                        |
| 1                                                                               |       | 25K                                                         |
|                                                                            |       |                                                        |
| 1.5                                                                             |       | 35K                                                         |

 

4          **GSN LICENSE PERIOD ANDRUNS:**  The license periodfor each season begins with GSN’s first airing of an episode from that season(provided Season 6 will not commence earlier than January 1, 2008 but WPT, Inc.will endeavor to get its rights for GSN’s broadcasts to begin as early as thatdate) but no later than April 4, 2008. For Seasons 7 and 8, if exercised, the “no later than” date shall beMarch 1 of the calendar year following the year in which production of theapplicable season commences.  GSN maybegin promotion of Season 6 episodes July 1, 2007.  GSN shall have an exclusive license for anyEnglish-speaking versions of the Program for Season 6 (and if its options are exercised, Seasons 7 and 8)  in the United States and its territories andpossessions (“Exclusive Territory”) and a non-exclusive license for anyEnglish-speaking versions of the Program in Canada and its territories and possessions and the islandcountries/territories of the Caribbean (together with the Exclusive Territory,referenced to herein as the “Territory”) in the Specified Media.  The Program shall be the onlyEnglish-speaking “World Poker Tour” or “WPT” branded poker tournamentprogramming authorized by or through WPT, Inc. or its affiliated companies tobe distributed in the Specified Media in the Exclusive Territory.  Notwithstanding the foregoing, during theTerm, WPT, Inc. shall be precluded from organizing or exhibiting on any media “WPT”or “World Poker Tour” branded tournaments other than those surrounding thetournaments depicted in the Programs  GSNwill have the right to air an unlimited number of runs of each episode for aperiod of four years from its initial airing or four years and nine months fromthe final delivery date of the episode (whichever is earlier) (the “LicensePeriod”).  During the license period inthe Territory, GSN shall have the right to promote and advertise the Program inany and all media, including the use of clips from the Program and the WPT andWorld Poker Tour names and trademarks and to offer an interactive version ofthe Program, provided that such interactive version shall

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be available onlysynchronously with its broadcast.  TheProgram shall be delivered to GSN free and clear of any liens, encumbrances orother obligations which would require fees, royalties or payments of any type(other than as expressly set forth herein) in order for GSN to exercise therights licensed to it herein, except with respect to music public performanceroyalties, subject to WPT, Inc.’s representation and warranty that any and allmusic contained in the Program are either (a) controlled by a performing rightssociety (e.g., ASCAP, BMI, SESAC), (b) in the public domain, or (c) controlledby WPT, Inc. to the extent necessary to permit GSN’s use hereunder.  In the event that GSN has exercised itsoptions for Seasons 7 and 8, it shall be entitled to the followingconsecutive-dependent first right of negotiation and first right of refusal:  Until ninety (90) days after Season 8’s firstday of filming (but no earlier than August 1, 2009) (the “First NegotiationDate”), GSN shall have the exclusive right to negotiate a deal for Season 9 andsubsequent seasons.  If the parties donot reach an agreement regarding distributing Season 9 on or before the FirstNegotiation Date, then prior to signing a deal for Season 9 and/or anysubsequent season with another telecaster, WPT, Inc. must give GSN fifteen (15)business days to make an offer matching all material terms of that deal(separately for Season 9 if requested by GSN) which GSN is capable of matchingbased on the specific characteristics of the GSN television service alone atthat time (e.g., if GSN is distributed in 75 million cable homes at that time,it cannot be a material term that the Program or channel telecasting theProgram be available on 80 million homes, or that two channels telecast theProgram, etc), and if GSN does so, then WPT, Inc. shall accept GSN’soffer.    At such time as WPT, Inc. andGSN either reach agreement for Season 9, or WPT, Inc. is permitted to enterinto an agreement for Season 9 with a third party, nothing in this Agreementshall be interpreted to prevent WPT, Inc. from entering an agreement with athird party regarding seasons subsequent to Season 9.

5.         **EXCLUSIVITY/ADDITIONALLICENSED MEDIA**:  Except asotherwise provided herein, GSN rights under this agreement shall apply solelyto the following authorized channels of distribution:  for television distribution on the GSNtelevision service specifically excluding exhibition on internet or othermedia.  In addition to airing the Programon the GSN television service, GSN shall have the right in the Specified Mediawithin the Territory to license it for VOD use to its distributors (the GSNtelevision service and VOD, collectively the “Specified Media”), with anyrevenue received from such VOD licenses being split 50/50 with WPT, Inc. afterdeduction off the top for any hard costs incurred by GSN.  During the license period of any licensedepisode GSN shall also have the right to use clips from the Program of up toten continuous minutes and no more than 15 minutes from any one episode on itswebsite.  At any given time, no more thansixty minutes of clips from Program episodes shall be exhibited on the GSNwebsite and WPT, Inc. will not authorize any third party websites to exhibitthose clips from the Program during the time that they are available on the GSNwebsite.  During the license period ofthe most recent season licensed under this Agreement, GSN shall also bepermitted to make available on its website certain “unseen footage” from themost recent GSN licensed season of World Poker Tour.  Such footage shall be limited to five (5)minute clips and shall not exceed forty (40) minutes in the aggregate.  WPT, Inc. will not authorize any third partywebsites to exhibit those clips during the period they are available on the GSNwebsite.

GSN’s license of each Program under this agreement shall be exclusivesolely for English Speaking versions of the Programs in the Exclusive Territoryin the Specified Media during the License Period as against uses of the Programand as against season one through five of the World Poker Tour (except asseasons one through five may be telecast on the Travel Channel pursuant to the TravelAgreement and except for uses of Seasons one through five beginning subsequentto the

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date which is eight months after GSN’s last exercised Season’s LicensePeriod expires by any other person or entity (including WPT, Inc.) in all formsof “television” (including but not limited to free, premium cable, basic ordigital cable vod, svod, ppv, etc.). Notwithstanding the foregoing, WPT, Inc. will have the right to licenseclips of any World Poker Tour episode for broadcast in any media forpromotional purposes so long as clips do not exceed five (5) minutes each andten (10) minutes in the aggregate, which limits shall be increased to ten andfifteen minutes respectively for use in non-poker tournament televisionprogramming exceeding 30 minutes or feature-length motion pictures.

6.         **DELIVERY:**  WPT, Inc. shall deliver the episodes asreasonably specified by GSN pursuant to GSN’s standard delivery instructionsand standard and practices requirements. With respect to player sponsors, GSN approves the requirementspreviously utilized by WPT regarding player sponsorship as embodied in Exhibit “A”hereto.

7.         **INSURANCE: **WPT, Inc.****shallobtain and maintain all customary insurance coverage and shall name GSN as anadditional insured on the errors and omissions and general liability policiesand on all relevant policies applicable to the Program.

8.         **HOLDBACK:**  To the extent it is not otherwise limited bythe other provisions of this agreement, WPT, Inc. will not exploitEnglish-speaking episodes of the Program in the Territory until three monthsafter their premiere on GSN, except prior thereto WPT, Inc. may post clips fromepisodes on its website or other media not included in the Specified Media(e.g. cell phones), not to exceed ten continuous minutes or 15 minutes from anyone episode.  Where practicable, at WPT,Inc.’s sole discretion, any such clips shall include a tune in message for GSN’sairings of the Program.

9.         **SPONSORSHIP:**  Any advertising with an in-show integrationcomponent  is subject to mutual approvalof WPT, Inc. and GSN, it being acknowledged that branding of the host casinoswithin the shows shall not be deemed sponsorship, provided it is substantiallysimilar to the quality and placement specifics of such branding as occurred inSeasons 1 through 5 of the World Poker Tour.

10.       **MARKETING: **GSN agrees to expend at least ThreeMillion Dollars in marketing costs for each Season of the Program, with at least half of such amountconstituting “hard” costs.  Episodes ofthe Program as delivered by WPT may include up to four mentions of the WPTwebsite, with no more than two being audio and no more than two beinggraphic/visual (provided that if the WPT website offers “games” other thanpoker, the mentions may not promote such non-poker games), and will, at GSN’srequest, also include an equivalent number of mentions for the GSNwebsite.  WPT, Inc. will permit GSNreasonable access to shoot “behind the scenes” footage at WPT tournaments.  The exhibition of any such footage will begoverned by the website and promotion limitations in Section 5 above.  GSN shall have the right to use this footagein any and all media for promotional purposes during the Term of this Agreementprovided it is not derogatory toward WPT, Inc. or its affiliates and providedit is not commercially licensed to third parties (i.e., it may be licensed byGSN on a gratis basis to promote the Program). Notwithstanding the foregoing, WPT, Inc. shall have the right torestrict GSN “behind the scenes” videotaping and/or exhibition if it believes,at its sole discretion, that the material reveals proprietary information ormaterial that could harm WPT, Inc., its affiliates or partners.

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11.**       STANDARD DEAL MEMO RIDER**:  This Agreement is subject to the provisionsof GSN’s Standard Deal Memo Rider, which is attached hereto and incorporatedherein by this reference.  If there is aconflict or inconsistency between the provisions of the Rider and thisAgreement, the provisions of this Agreement shall prevail.

Kindly confirm youracceptance of the foregoing by signing in the spaces provided below.
|        | Very truly yours,      |
|--------|------------------------|
|   |                   |
|   | GAME SHOW NETWORK, LLC |
|   |                   |
|   |                   |
|   |                   |
|   | By:                    |  /s/  Michael E. Kohn |   |
|   |                   | Michael E. Kohn |
|   |                   | Sr. Vice President, Business Affairs |
|   | and General Counsel    |

 

 
| ACCEPTED AND AGREED TO: |                                          |
|-------------------------|-----------------------------------------------|
|                    |                                          |
| WPT,  ENTERPRISES, INC. |                                          |
|                    |                                          |
| By:                     |    /s/  Adam J. Pliska         |   |
|                    |      Adam  J. Pliska |   |
| Its:                    | General Counsel                               |   |

 

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DEAL MEMO RIDER

Riderto the Agreement between Game Show Network, LLC (“GSN”) and WPT Productions,Inc. (“Producer”), on the other hand dated as of April 2, 2007.

1.         PUBLICITY:  GSN shall have sole control of publicity forany licensed Program during its Licensed Period provided WPT, Inc. shall have anon-exclusive right to publicize the World Poker Tournaments or, with GSNapproval, the Programs, generally provided that such publicity isnon-derogatory.  Any repeated violationof the terms of this paragraph by Producer may be deemed by GSN to be a defaultof this Agreement.  Notwithstanding theforegoing, the Parties acknowledge and agree that WPT, Inc. may provide detailsrelated to the terms of this agreement as reasonably required as a publiccompany.

2.         INTENTIONALLY DELETED.

3.         INTENTIONALLY DELETED.

4.         INTENTIONALLY DELETED

5.         WARRANTIES:  Producer represents and warrants that:

(a)   Producer isfree to enter into and fully perform under this Agreement;

(b)  If, per theterms of the Agreement to which this Rider is attached, Producer is to write orotherwise create material (“Material”) to be utilized thereunder, and/or if persaid Agreement rights in and to such material previously written and/orotherwise created by Producer are to be optioned, transferred or otherwiseconveyed, then with regard to such Material, that it is Producer’s sole (exceptas otherwise set forth) creation or is in the public domain, and that nothingcontained therein violates the rights of any third party.

(c)   Other thanas provided by GSN, Producer owns and/or otherwise controls for purposes hereinall rights in and to the material, including non-Producer originated (thirdparty) material referred to herein and in said Agreement except to the extentit is in the public domain or was provided by GSN;

(d)  Producer hasthe sole right and authority to enter into this Agreement and to sell andassign all of the rights, titles, interests and benefits sold and assignedhereunder;

(e)   Producerhas not heretofore granted, assigned, mortgaged, pledged or hypothecated anyright, title or interest which either or both has in and to the Material;Producer further warrants and represents that either or both will not do soduring the effective term of the Agreement;

(f)   There areno adverse claims nor is there pending any litigation or threat of litigationin or against the Material which would interfere with the rights grantedhereunder, by or through Producer, by any person, firm or corporation.  Notwithstanding the foregoing the partiesacknowledge the existence of anti-trust litigation brought by seven playersagainst WPT, Inc..;

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(g)  Producer hasnot heretofore produced or authorized the production of any motion picturebased in whole or in part on the Material, except as follows, one Featurefilm:  The Deal (with Burt Reynolds)about to be released;

(h)  There is noother contract or assignment affecting Producer’s rights in and to the Materialwhich would interfere with the Rights granted hereunder.

6.         USE OF NAME AND LIKENESS:  GSN shall have the irrevocable right, duringthe Term, to use Producer’s approved name, in connection with the production,advertising and exploitation of the Program; provided that, in no event, shallGSN authorize any such use as an endorsement of any product or service (otherthan the Program) without Producer’s written consent.

7.         INDEMNITY:  Producer agrees to indemnify and otherwisehold GSN free and harmless from and against any and all claims, demands andexpenses (including reasonable outside attorney’s fees) arising out of orresulting from any material breach by Producer or any claim that Producer breached any of the terms, covenants andconditions contained in this Agreement and GSN similarly indemnifies Producerfor any breach of this Agreement by GSN or for any claim related todistribution or exploitation of the Series for which Producer does notindemnify GSN.

8.         COMPUTATION OF TIME PERIOD; MANNEROF DELIVERY; APPLICABLE LAW:  Thetime in which any act provided by this Agreement is to be done shall becomputed by excluding the first day and including the last, unless the last dayis a Saturday, Sunday or legal holiday, and then it is also excluded.  All payments and notices shall be deemeddelivered upon the earlier of (a) posting as first-class mail in the UnitedStates mail, postage prepaid, and addressed to the respective party upon whomit is to be delivered, or (b) actual receipt, whether hand-delivered orreceived by fax, by the party to whom it is to be delivered.  This Agreement shall be construed andenforced in accordance with the internal law of the State of California,applicable to contracts negotiated, executed and fully performed within saidState.

9.         AGREEMENT TO EXECUTE AND DELIVER ALLDOCUMENTS REQUIRED:  Producer agreesto execute and deliver to GSN any and all documents consistent herewith whichGSN shall deem desirable or necessary to effectuate the purposes of thisAgreement.  In case of the applicableparty’s refusal or failure after an opportunity for good faith negotiation toso execute or deliver, or cause to be so executed and delivered, any assignmentor other instrument herein provided for, then in such event, such party herebynominates, constitutes and appoints GSN and GSN shall therefore be deemed to besaid party’s true and lawful attorney-in-fact, irrevocably, to execute anddeliver all of such documents, instruments and assignments in such party’s nameand on their behalf.

10.       NO OBLIGATION TO PRODUCE:  It is understood and agreed that GSN shallhave no obligation to produce, complete, release, distribute, advertise orexploit the Program produced hereunder except as specifically set forth herein,and Producer releases GSN from any liability for any loss or damage either orboth may suffer by reason of GSN’s failure to produce, complete, release,distribute, advertise or exploit (except the exploitation specifically requiredherein) the Program produced hereunder. Nothing contained in this Agreement shall constitute

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apartnership or joint venture by the parties hereto or constitute either partyan agent of the other.

11.       INTENTIONALLY DELETED.

12.       INTENTIONALLY DELETED.

13.       DEFAULT/DISABILITY:  In the event Producer materially****defaults under the Agreement, GSN shall have the right tosuspend and/or terminate the Agreement and shall have the right, but not theobligation, to extend the Agreement by the length of any such suspension.  GSN shall afford Producer written notice inthe event of a material default.  GSN****shall afford Producer written notice in the event of amaterial default and opportunity, within thirty (30) days, to cure the firstmaterial default.

14.       FORCE MAJEURE:  In the event of the occurrence of an event offorce majeure (as that term is understood in the television industry), GSNshall have the right to suspend the Agreement and shall have the right, but notthe obligation, to extend the Agreement by the length of any suchsuspension.  If an event of force majeurecontinues for eight (8) consecutive weeks, GSN and Producer shall each have theright to terminate the Agreement.  Ifsuspended, GSN shall pay Producer all compensation accrued/saved prior tosuspension.  Producer may only besuspended/extended to the extent similarly situated programming on GSN issuspended/extended.  Following a forcemajeure suspension, Producer shall be reinstated if any other similarlysituated programming is reinstated.

15.       INTENTIONALLY DELETED.

16.       FCC:  Producer hereby agrees that Producer has notand will not accept or agree to accept, or pay or agree to pay, any money,service or other valuable consideration, other than the compensation payablehereunder, for the inclusion of any matter, including but not by way oflimitation the name of any person, product, service, trademark or brand name asa part of any Series in connection with which Producer’ services are renderedhereunder, except as pre-approved in writing by GSN.  GSN understands that WPT, Inc. has membershipagreements with the casinos that hold WPT events.

17.       INTENTIONALLY OMITTED

18.  CONFIDENTIALITY:  Except as required in connection with theperformances of  Producer’s services toGSN, Producer shall not, during or after the term of this Agreement, use ordisclose to any party any confidential business information or trade secrets ofGSN’s which are or should reasonably be known to Producer to be confidentialand were obtained or learned by Producer during the term of this Agreement,except as is necessary to provide to Producer’s lawyers, accountants or bankersfor them to provide representation to Producer or as required by law.  This paragraph shall not cover Producer’scompensation to the extent disclosed for purposes of giving “quotes” toprospective employers of Producer or material terms of this Agreement or asreasonably required for public filings or investor inquiries.

19.       RESOLUTION OF CLAIMS:  Any controversy or claim arising out of orrelating to this Agreement, its enforcement, arbitrability or interpretationshall be submitted to final and

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binding arbitration, tobe held in Los Angeles County, California, before a single arbitrator, inaccordance with California Code of Civil Procedure §§ 1280 etseq.  The arbitrator shall be selected by mutualagreement of the parties or, if the parties cannot agree, then by striking froma list of arbitrators supplied by the American Arbitration Association orJAMS/Endispute.  The arbitration shall bea confidential proceeding, closed to the general public.  The arbitrator shall issue a written opinionstating the essential findings and conclusions upon which the arbitrator’saward is based.  The parties will shareequally in payment of the arbitrator’s fees and arbitration expenses and anyother costs unique to the arbitration hearing (recognizing that each side bearsits own deposition, witness, expert and attorneys’ fees and other expenses tothe same extent as if the matter were being heard in court).  Nothing in this paragraph shall affect eitherparty’s ability to seek from a court injunctive or equitable relief at any timeto the extent same is not precluded by another provision of this Agreement.

20.       FORMAL CONTRACT:  The above terms and such other incidental andancillary provisions as are customary in more formal agreements of this typewith GSN (e.g., equitable relief, FCC Section 508, no right to rescission orinjunction by Producer, severability, etc.) which are incorporated herein byreference, and shall be subject to good faith negotiation, will constitute abinding agreement between the parties. In due course a more formal agreement may be prepared but the failure ofthe parties to prepare and/or execute such formal agreement shall not affect theirrights as set forth in this Agreement, which shall in any event be binding uponthem.

21.      INTENTIONALLY DELETED

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