**EXHIBIT 10.1**

**CYBERARTS SOURCE CODE LICENSE AND SERVICES AGREEMENT**

This CyberArts Source Code License and Services Agreement(the “***Agreement***”) is made effective as of June 16, 2006(the “***Effective**Date***”)by and between CyberArts Licensing, LLC., a Delaware limited liability companywith offices at 51 ArborStreet, San Francisco, CA 94131 (“***CyberArts***”), and WPT Enterprises, Inc., a Californiacorporation with offices at 5700 Wilshire Boulevard, Suite 350, Los Angeles,CA 90036 (“***WPT***”).

**BACKGROUND**

CyberArts is in the business of developing commercialand custom online gaming software. CyberArts also provides correspondingsupport, implementation, and training services. CyberArts desires to provideits Licensed Product to WPT in order to enable WPT to provide online gaming toEnd Users, subject to the terms of this Agreement.

# **1.             Definitions.**

“***Affiliate Services***”mean the provision of standard incentive based affiliate services to athird-party entity or individual.

“***Licensed**Product***”means the executable object code of the CyberArts game(s) and correspondingsoftware listed in Exhibit A. The Licensed Product includes, the Documentation,any other standard documentation and any standard modifications, updates, and upgradesto the Licensed Product.

***“Client”*****means the object code portionof the Licensed Product intended for distribution to WPT’s End-Users to enablethe use of the Licensed Product games.

***“End-User”*** means an individual that WPT authorizes touse the Client to play the Licensed Product, subject to the terms of thisAgreement.

**“*The Site*”**means the WPT branded poker site and servershosting the Licensed Product. WPT shall be responsible for operating the Site.

***“Network Operations”*** means any branding of the Licensed Product,the Client, and/or documentation with any name, logo, tag-line, or any othertext or marking that a reasonable person would associate with any party exceptWPT or CyberArts, including but not limited to, the individual or entitysubject to the Affiliate Services.

***“Support and Maintenance Services”***means CyberArts’ Licensed Product support provided under CyberArts’ support andmaintenance services policy attached hereto as Exhibit D, as amended fromtime-to-time.

*** “Public Software”***means any software within the Licensed Product that contains, or is derived (inwhole or in part) from, any software that is distributed as free software, opensource software or similar licensing or distribution models.

# **2.             License and CyberArts Obligations.**

## **2.1          **License Grant****.CyberArts grants to WPT, a perpetual, nonexclusive, nontransferable,nonsublicensable license (the “License Grant”) to use in object code format anddistribute the Client to End-Users for the limited purpose of playing theLicensed Product, subject to the terms of this Agreement for both its real-moneywagering site and its free play site (“Freeplay Site”). WPT shall ensure that EndUsers are also subject to the use restrictions in Section 2.2 as applicable. Forpurpose of clarity, nothing in this Agreement should be construed as aprohibition on WPT from offering Affiliate Services in connection with theLicensed Product, except that WPT shall not be permitted to perform NetworkOperations. WPT is also solely responsible for determining whether its intendeduse of the Licensed Product is consistent with any and all applicable laws.

**2.1.1       Additional License Grant.**UponCyberArts receipt of the Source Code Trigger Payment (as set forth in ExhibitA) such that the total amount of payments made for object code and/or sourcecode version of the Licensed Product equal or exceeds Four Million Dollars ($4,000,000),CyberArts shall cause the Escrow Agent to release a copy of the source of theLicensed Product to WPT (“Source Code Grant”). The license grant in Section 2.1shall become a non-refundable source code license with the 

1

----

additional benefits stated in Section 2.2.1, subject to the terms ofthis Agreement. The language “executable object code” in the definition ofLicensed Product shall then be replaced with “source code.”  The language “object code” in the definitionof Client shall then be replaced with “source code.”

 

## **2.2 **Object Code Use Restrictions****.Unless or until WPT obtains the Source Code pursuant to payment of the SourceCode Payment Trigger (in which case such use restrictions shall be controlledby Section 2.2.1 below), WPT shall not use or copy the Licensed Product, or anyportion thereof, except as expressly authorized in this Agreement. WPT also agreesto comply with platform use license grant and the Documentation. WPT alsoagrees not to (i) sublicense or otherwise use the Licensed Product for thebenefit of any entity, except for End-Users, provided that use of LicenseProduct in conjunction with Affiliates shall not be prohibited herein; (ii)  transfer, assign, copy, modify, translate, orprepare derivative works based upon the Licensed Product; (iii) reverse-compileor decompile, disassemble, or unbundle any software contained in the LicensedProduct, or otherwise reverse engineer the Licensed Product; (iv) use theLicensed Product and/or Client for Network Operations; or (v) alter, remove, orobscure any copyright or other proprietary notices or labels on or in theLicensed Product. Notwithstanding anything to the contrary in this section,nothing in this Agreement shall prevent WPT from duplicating the LicenseProduct for use in its both its real-money and Free Site.

**2.2.1Source Code Use Restrictions and Terms.****Upon the occurrence of the Source CodeGrant, Section 2.2 shall be deleted and replaced with the following.**

## **“Use Restrictionsand Terms**. WPT shall continue to be bound by thisSection 2.2.1 Use Restrictions and Terms. WPT also agrees not to (i) sublicense,copy, or otherwise use the Licensed Product for the benefit of a third-party anyentity, except for End-Users or for the provision of Affiliate Services; (ii) transferor assign the Licensed Product to a third party, unless specifically provided herein; (iii) distribute the sourcecode of the Licensed Product to any third party unless specifically providedherein; or (iv) alter, remove, or obscure any copyright or other proprietarynotices or labels on or in the Licensed Product. Notwithstanding the foregoing,WPT shall be entitled to use the source code for the provision of skinned siteaffiliate services as well as for standard Affiliate Services.

## WPT shall be entitled to  (i) copy,modify, translate, or prepare derivative works based upon the Licensed Productor (ii) reverse-compile or decompile, disassemble, or unbundle any softwarecontained in the Licensed Product, or otherwise reverse engineer the LicensedProduct. Notwithstanding anything to the contrary in this section, nothing inthis Agreement shall prevent WPT from duplicating the License Product for usein its both its real-money and Free Site.

**2.4 Source Code Escrow.**Withinthirty (30) days of the Effective Date, CyberArts shall place a complete copyof the source code of the Licensed Product and any corresponding documentationin escrow with a third party escrow agent (“Escrow Agent”), subject to theEscrow Agent’s standard escrow agreement (“Escrow Agreement”). Provided thatWPT has elected and has paid the Support and Maintenance Services Fees, withinthirty (30) days of when CyberArts releases a materially new and standardversion of its Licensed Product, CyberArts shall also provide a copy of thesame to the Escrow Agent. The Escrow Agreement shall also provide for therelease of the source code of the Licensed Product to WPT upon the Source CodeGrant, upon CyberArts materially breaching this Agreement and failing to curesuch material breach in accordance with Section 10.2a, or the assignment ofthis Agreement by CyberArts to a party that WPT reasonably believes isdetrimental to the business interests of WPT (each a “Release Condition”). Inthe event of a Release Condition, CyberArts shall provide a reasonable amountof support to train WPT personnel on the underlying principles and techniquesembodied in the source code of the Licensed Product.

## **2.5  **Branding.******The Licensed Product isbranded**“Powered by Cyberarts.”  WPT shall not remove the “Powered byCyberarts” branding and shall continue to brand as such.

2

----

**3.  ProfessionalServices and Development.**

 

**3.1 Professional Services.**In the event that WPT requestsCyberArts to perform Custom Development services on the Site, CyberArts shallprovide WPT with the professional services and at the fees listed in Exhibit Band/or fees and additional terms in any other statement of work (“SOW”)executed between the parties (“Services”). CyberArts currently contemplate thatthe fees for Services (i.e., $150,000) will be sufficient for the provision ofthe following: (a) integration of registration and payment processing similarto registration and payment processing found at gamesgrid.com, (b) developmentof a custom interface, (c) set up and integration of basic administrativetools; and (d) sufficient training for WPT employees in the operation of theLicensed Product.

**3.2   Custom Development.**At WPT’srequest, CyberArts shall provide WPT with the Custom Development work at therates listed in Exhibit C, as amended from time-to-time, and additional termsin a statement of work (“SOW”) executed between the parties (also, “Services”).The parties shall, in good-faith and based on reasonableness factors, agree inwriting in each SOW on the ownership of the Custom Development (at exemplifiedin Exhibit B). In the event the SOW does not specify ownership of the CustomerDevelopments, the provisions of Section 6 shall apply.

**3.3****                Expenses.**Beforecommencing any custom development work, the parties shall mutually agree on anarrangement for reasonable out-of-pocket expenses incurred in conjunction withthe Professional Services and/or Custom Development.

**3.4****                Integration.**CyberArtsagrees that it will make reasonable efforts to integrate a casino client and/orsportsbook into the Site at WPT’s direction, subject to an SOW and the Feeslisted in Exhibit C.

**4.****                       Delivery, Fees,and Payment.**

## **4.1     **Delivery and Fees****.CyberArts shall deliver the Licensed Product electronically. WPT shall pay CyberArtsthe applicable fees specified in Exhibit A (based on whether it has purchasedon object or source code license and whether or not it has elected to subscribeto Support and Maintenance Services)  andfor any applicable Professional Services and Custom Development, at the rateslisted in Exhibit C. All payments under this Agreement shall be due withinthirty (30) days of the date of CyberArts’ invoice for such payments. Latepayment of fees payable to CyberArts shall bear interest at the rate of 1% permonth (12% per annum). The Fees corresponding to Support and MaintenanceServices shall be due upon the Effective Date and then on anniversary of theEffective Date thereafter (“Support and Maintenance Services Renewal”) at theFees listed in Exhibit A, plus an increase of up to 9% per year as notified by CyberArtsto WPT. A party may, however, notify the other party sixty (60) days prior tothe anniversary of the Effective Date of its intent to not renew Support and MaintenanceServices.

## **4.2     **Taxes and other Fees****.The fees payable under this Section 4 are exclusive of and WPT shall pay withoutdeduction and hold CyberArts harmless from all taxes, duties, VAT, or other similarcharges (including interest and penalties) imposed by any country or taxing authoritythereof, connected with this Agreement, except such taxes as are imposed on ormeasured by a party’s net income or property (“Taxes”). In the event CyberArtsreasonably requests it, WPT shall provide evidence that the applicable Taxeshave been paid to the appropriate taxing authority by delivering to the CyberArtscopies of receipts of the filings within a reasonable period of time after suchrequest.

# **5.        Confidentiality.**

## **5.1     **Confidential Information****.The parties acknowledge that they have received or may receive confidentialinformation relating to the other party’s products (including the LicensedProduct), concepts, inventions, technology documentation, business andfinancial plans, and trade secrets in connection with the performance of thisAgreement, together with such other information designated as confidential orproprietary by one party or which should be reasonably understood by thereceiving party as confidential information of the disclosing party, (“***Confidential**Information***”). ConfidentialInformation shall not include any information which:  (i) is or falls into the public domainwithout fault of the receiving party; or (ii) the receiving party can documentwas in its possession prior to receipt 

3

----

thereof from the disclosing party; or (iii) the receiving partyreceives from a third party with no obligation of confidence to the disclosingparty; or (iv) the receiving party independently develops without benefit ofany Confidential Information of the disclosing party.

 

## **5.2  **Use of Confidential Information****.

### **a)    **Except asexpressly permitted or required in carrying out this Agreement, the receivingparty of any Confidential Information disclosed by a disclosing party shall notuse such Confidential Information or disclose such Confidential Information toany third party, either during the term of this Agreement or for three (3)years thereafter, without the prior written consent of the disclosing party. Thereceiving party shall use the disclosing party’s Confidential Information onlyto perform its obligations under this Agreement and to the extent permitted inthe licenses granted in this Agreement. The receiving party shall protect suchConfidential Information with the same degree of care used to protect its ownproprietary information of like importance, but with no less than a reasonabledegree of care.

### **b)    **Nothing in thisAgreement shall prohibit either party from disclosing Confidential Informationof the other party if legally required to do so by judicial or governmentalorder or by deposition, interrogatory, request for documents, subpoena, civilinvestigative demand or similar process in a judicial or governmentalproceeding, or as otherwise required by law (“***Required**Disclosure***”);provided that the disclosing party shall (i) give the other party prompt noticeof such Required Disclosure prior to disclosure, (ii) cooperate with the otherparty in the event that it elects to contest such disclosure or seek aprotective order with respect to it and (iii) in any event only disclose theexact Confidential Information, or portion thereof, specifically requested orrequired by the Required Disclosure.

### **c)    **The specific termsof this Agreement shall not be disclosed by either party to any third partywithout the prior written approval of the other party except (i) as may berequired by law or by any competent government authority or (ii) suchlimited disclosures as may be reasonably necessary to either party’s bankers,investors or potential investors, attorneys and accountants. Except in regardto disclosures about the terms or this Agreement or the relationship of theparties, any such disclosure shall be subject to confidentiality terms no lessrestrictive than those contained in this Section 5 and the Agreement.

**5.3  No Licenses or Warranties for ConfidentialInformation**. All Confidential Information shall remainthe property of the respective disclosing party. Except as otherwise providedin this Agreement, no license under any intellectual property right is grantedor implied by the conveying of Confidential Information to the receiving party.None of the Confidential Information which may be disclosed by the disclosingparty shall constitute any representation, warranty, assurance, guarantee, orinducement by the disclosing party of any kind, including the non-infringementof any intellectual property rights, or other rights of third persons or of thedisclosing party.

# **6.     IntellectualProperty Rights.**

WPT acknowledges that CyberArts and its licensors,retain all intellectual property rights and title (including any patent,copyright, trademark, trade secret, and other rights) in and to all of CyberArts’and its  licensors’ confidentialinformation, trade secrets or other proprietary information, products, and theideas, concepts, techniques, inventions, processes, Licensed Product or worksof authorship developed, comprising, embodied in, or practiced in connectionwith the Services provided by CyberArts under this Agreement (**“Works”**). Except for the rights expressly granted under thisAgreement (e.g., for Custom Development, if defined in the applicable SOW), CyberArtsand its licensors reserve and retain all intellectual property rights and titleassociated with derivatives of such Licensed Product and Works. This includes,without limitation, all Works or derivatives developed or created by CyberArtsor its personnel or contractors during the course of performing the Servicesfor WPT, unless such Works were created at the request of WPT and theapplicable SOW defines otherwise. WPT does not acquire any rights, express orimplied, in the Licensed Product and Works or in any modifications,enhancements, localizations, extensions or derivative works of the LicensedProduct or Works, or in any other materials provided under this Agreement. Notwithstandingthe foregoing, in the event WPT modifies the Licensed Product in subject to andaccordance with Section 2.2.1, WPT shall own the intellectual property rightsand title (including patent, copyright, trademark, trade secret)  in 

4

----

the derivative works (excluding CyberArts’ rights in the unmodifiedportions of the Licensed Product), subject to the terms of this Agreement.

 

# **7.     Warranty;Warranty Disclaimer.**

## **7.1  Warranty**.**WPT shall be entitled to terminate thisAgreement upon the occurrence of the sooner of 1) April 1, 2007 or 2) onehundred and twenty (120) days after WPT goes live with the Licensed Product andto recover all fees paid by WPT to CyberArts (excluding any ProfessionalServices and Custom Development and Support and Maintenance Services Fees accruedand/or paid to CyberArts), in the event that the features and functionality ofthe Licensed Product fails to perform in accordance with WPT’s reasonableexpectations, and subject to the notice and cure provisions in Section 10.2(a).For two hundred and seventy (270) days after the Effective Date of thisAgreement (***“WarrantyPeriod”***), CyberArts warrants that (i) the Licensed Productwill perform substantially in accordance with the Documentation (provided thatit is operated in accordance with the Documentation on the designated operatingsystems) and (ii) the media containing the Licensed Product is free ofdefects in material and workmanship. WPT must notify CyberArts of any breach ofthe above warranty in writing within thirty (30) days after the Warranty Period.WPT’s sole and exclusive remedy, and CyberArts and its licensors’ entireliability, for any material breach of this warranty is for CyberArts to repairor replace the Licensed Product.

## **7.2  **Disclaimer****. EXCEPT AS EXPRESSLYPROVIDED OTHERWISE IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW, THE LICENSED PRODUCT AND SERVICES ARE PROVIDED “AS IS” AND CYBERARTSDOES NOT MAKE ANY WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OROTHERWISE, WITH RESPECT TO THE LICENSED PRODUCT OR THE SERVICES PROVIDED UNDERTHIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR, EXCEPT AS STATED IN THISAGREEMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ALL SUCH WARRANTIES AREHEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CYBERARTSDOES NOT WARRANT THAT (I) THE LICENSED PRODUCT PROVIDED UNDER THIS AGREEMENTMEETS ANY GAMBLING LAWS, RULES, AND/OR REGULATIONS AND PERFORMS ANY AGE VERIFICATION;(II) THE LICENSED PRODUCT WILL MEET WPT’S REQUIREMENTS OR (III) THE LICENSEDPRODUCT WILL BE ERROR FREE AND/OR OPERATE WITHOUT INTERRUPTION. SOME STATES ANDJURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVELIMITATION MAY NOT APPLY TO WPT.

# **8.     Limitationof Liability.**

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHERPARTY (OR ANY OTHER THIRD PARTY) FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE,INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS HOWSOEVER ARISING OUT OF ORRELATED TO THE LICENSED PRODUCT, SERVICES, OR THIS AGREEMENT, UNDER ANY THEORYOF LIABILITY, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES OR COSTS. EXCEPT FOR A BREACH OF SECTION 5, EACH PARTY’SAGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEEDFEES PAID BY WPT TO CYBERARTS AND FREE FROM ALL CONTINGENCIES, IN THE TWELVEMONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF ANY CLAIM.

# **9.     Indemnification.**

## **9.1  Indemnification.**Eachparty at its own expense shall indemnify, defend and hold the other party freeand harmless from any and all claims, damages, losses, costs, actions andexpenses, including attorneys’ and experts’ fees (“***IndemnityCondition***”), arising from any claim or contention (a) arisingunder this Agreement or (b) the breachof warranties, representations and obligations under this Agreement. Withoutlimiting the generality of the foregoing, CyberArts, at its own expenseshall indemnify, defend and hold WPT free and harmless, against any claim that the Licensed Product and/or Servicesinfringes any U.S. patent, Berne Convention copyright or misappropriates anythird party’s trade secret.

### **a)    ****Defense.** Each party shall (1) give prompt written notice ofany such claim, suit, expense or the like in accordance with the provisions ofSection 12.1, (2) permit the other party to control and direct the defense orsettlement of any such claim, suit or the like, provided, however that (a) theother party shall not enter into any settlement agreement that would result inany admission by a party 

5

----

or payment by the party without such party’s prior written consent and(b) such party may at its election participate in the defense of such claim,suit or the like through separate counsel at its own expense, and (3) providesthe other party all reasonable assistance (at the expense of such party) inconnection with the defense or settlement of any such claim or suit.

 

### **b)     Options**. If theLicensed Product or Services is, or in CyberArts’ opinion is likely to be, heldto be infringing, CyberArts, at its expense and in its sole discretion, may:(i) procure the right to allow WPT to continue to use the Licensed Product orServices; or (ii) modify or replace the Licensed Product or Services orinfringing portions thereof to become non-infringing. If neither (i) nor (ii)is available or commercially feasible, CyberArts shall have the right toterminate WPT’s right to use the affected portion of the Licensed Product orServices and WPT shall be entitled to recover the fees paid by WPT for thatportion of the Licensed Product or Services, as applicable, prorated over athree year period from the Effective Date.

### **c)     Exclusion**. Notwithstandingthe foregoing, CyberArts shall have no obligation to indemnify WPT under thisSection 9.1 to the extent any claim of intellectual property infringement isbased upon or arising out of (i) any modification or alteration to the LicensedProduct or Services made by WPT, in the event such infringement would have beenavoided but for such modification or alteration, (ii) WPT’s continuance ofallegedly infringing activity after being notified by CyberArts in writing tostop using the Licensed Product or using corrections or enhancements madeavailable by CyberArts, (iii) use of the Licensed Product or Services materiallynot in accordance with the Documentation and any other applicable end userdocumentation or outside the scope of the license granted under this Agreement,and/or (iv) Third Party Software.

## **9.2   **Sole Remedy****. The foregoing remediesconstitute WPT’s sole and exclusive remedies, and CyberArts’ entire liability,with respect to intellectual property infringement.

# **10.   Termand Termination.**

## **10.1  **Term****. This Agreement shall commenceas of the Effective Date and the use of the Licensed Product shall continueperpetually, unless sooner terminated pursuant to Section 10.2. The Support andMaintenance Services shall continue as long as they have been renewed inaccordance with Section 4.1.

## **10.2  **Termination****.This Agreement may be terminated as follows:

### **a)    **by either CyberArtsor WPT upon thirty (30) days prior notice for any material default or breach ofany of the material terms and conditions of this Agreement by the other party,unless the defaulting party has cured such failure or default within such30-day period or

### **b)    **by either partyimmediately upon notice, if (i) the other party is subject to a bankruptcyproceeding, whether voluntary or involuntary, which is not dismissed withinsixty (60) days or makes an assignment for the benefit of creditors, or if areceiver, liquidation, administrator or trustee is appointed for such party’saffairs is initiated and not dismissed within sixty (60) days or (ii) the otherparty is dissolved.

### **c)    **By WPT orAcquiring Party (as defined herein), where a party acquires WPT through amerger, reorganization, or sale of substantially all of the business or equityinterests WPT (the “Acquiring Party”) within Sixty (60) days after execution ofthis Agreement.

## **10.3  **Effect of Termination****.

### **10.3.1**Upon termination of this Agreement for any reason, the provisions ofSections 5 -9, 10.3, and 11 shall survive.

10.3.2                  If termination occurs after WPT has paid the SourceTrigger Payment, there is an occurrence of a Source Code Grant, a ReleaseCondition, or a material breach of Sections 2.2.1 or 5, but solely in regard tothe disclosure of technology constituting Confidential Information, Sections2.1. and 2.21 shall survive unless the termination is based upon re-licensingor assignment of Licensed Product to a third-party not otherwise authorized bythis Agreement or a breach of Section 2.2.1 and/or Section 5, but solely inregard to the disclosure of technology constituting Confidential Information.

6

----

10.3.3                  Upon terminationof this Agreement and where there has not been an occurrence of a payment of aSource Code Trigger Payment by WPT, a Source Code Grant, or a Release Condition,or a material breach of Section 2.2.1 or Section 5, but solely in regard to thedisclosure of technology constituting Confidential Information by WPT, WPT shallstop using the Licensed Product and shall promptly return to CyberArts, or, at CyberArts’option, destroy, all copies, in any medium, of the Licensed Product and allConfidential Information of CyberArts. In the event that WPT does not stop usingthe Licensed Product, CyberArts shall have the right to restrict WPT’s accessto the Licensed Product.

 

10.3.4                  In the event of termination pursuant to Section10.2(c), CyberArts shall immediately refund to WPT (or the WPT successorentity) any portion of the Object Code Fee or Source Code Trigger Payment(whichever is applicable) that WPT had actually paid to CyberArts.Notwithstanding the foregoing, CyberArts shall be entitled to any amount of thefees related to Services (i.e., of the $150,000 credit) actually performed andincurred upon submission of invoice to WPTE (or the successor entity).

# **11.          General Provisions.**

## **11.1        **Notices****.Unless otherwise provided in this Agreement, all notices under this Agreementshall be in writing and shall be sent by facsimile with a hard copyconfirmation of receipt, or sent by express delivery service to the other partyaddressed to the addressed specified on the first page of this Agreement.Either party may change its address by written notice to the other party in themanner set forth above. Notices shall be effective on the date of the hard copyconfirmation of receipt in the case of delivery by facsimile or on the date thenotice is delivered to the applicable address in the case of delivery byexpress overnight service.

**11.2  Publicity.**Subject to WPT’sprior approval, WPT agrees to participate in a press release as a namedcustomer.  CyberArts may disclose WPT as a customer in salespresentations, other press releases, product brochures, and other marketingmaterial.

## **11.3  Force Majeure**.Except as otherwise set forth in this Agreement, a party will not be deemed tohave materially breached this Agreement to the extent that performance of itsobligations (except payment obligations) or attempts to cure any breach are delayedor prevented by reason of any act of God, fire, natural disaster, accident, actof government, or any other cause beyond the reasonable control of a party. Theparty whose performance is delayed or prevented must resume performance of itsobligations as soon as practicable.

## **11.4   No Assignment**.Neither party shall assign, transfer or pledge this Agreement, or any interestor rights of any kind herein, without the prior written consent of the otherparty, except in connection with a merger, reorganization or sale of all orsubstantially all of the business or equity interests either party. Subject tothe foregoing, this Agreement shall be binding upon and inure to the benefit ofthe parties and their successors and assigns.

## **11.5   Independent Contractors**.In performing this Agreement, each of the parties will operate as, and have thestatus of, an independent contractor. This Agreement does not create anyagency, employment, partnership, joint venture, franchise or other similar orspecial relationship between the parties. Neither party will have the right orauthority to assume or create any obligations or to make any representations,warranties or commitments on behalf of the other party or its affiliates,whether express or implied, or to bind the other party or its affiliates in anyrespect whatsoever.

## **11.6   Export Control and Restricted Rights**.WPT acknowledges that the Licensed Product and Services may be subject toUnited States or other governments’ export and import laws and regulations, andany use or transfer of the Licensed Product or Services must be permitted orauthorized under those regulations. Except as expressly permitted in thisAgreement, WPT shall not export or import the Licensed Product or Services. Tothe extent any export or import is permitted under this Agreement, WPT shall beresponsible for ensuring that it complies with all laws and 

7

----

regulations of the United States and other applicable governmentsrelating to the Licensed Product and Services.

 

## **11.7 ****Governing Law/Jurisdiction.**This Agreement,and all matters arising out of or relating to this Agreement, shall be governedby the laws of the State of California, without giving effect to its conflictsof law principles. It shall be deemed to be executed in San Francisco, California.The United Nations Convention on Contracts for the International Sale of Goodsshall not apply to this Agreement. In the event of a dispute, a party shallnotify the other party of the dispute and provide a reasonable description ofthe dispute. Each party shall use good faith efforts to resolve the disputewithin ten (10) business days after receipt of a dispute notice. If the parties’business representatives are unable to resolve the dispute, or agree upon theappropriate corrective action to be taken within such ten (10) business days,then either party may initiate arbitration proceedings as set forth below. Ifthe parties are unable to resolve a dispute pursuant to the informal procedureset forth above, the parties shall then try to resolve their dispute throughmediation. If there is still no settlement, then such dispute shall besubmitted to binding arbitration, according to the then-current CommercialArbitration Rules and Procedures of the American Arbitration Association. Arbitrationshall be held in San Francisco, California. The arbitration will be conductedby one (1) impartial arbitrator to be mutually agreed upon by the parties, or apanel of three (3) arbitrators if the parties are unable to agree upon a singlearbitrator, within thirty (30) days after the first demand for arbitration byone party to the other. Each party will bear its own expenses for any suchbinding arbitration proceedings. Judgment upon the award rendered by thearbitrator may be entered in any court having jurisdiction.

## **11.8  Injunctive Relief****.**WPTacknowledges and agrees that any breach of this Agreement relating to CyberArts’intellectual property rights in the Licensed Product or Services may causeirreparable harm to CyberArts for which recovery of money damages would beinadequate. Therefore, in addition to any and all remedies available to CyberArtsat law or in equity, CyberArts may be entitled to obtain injunctive relief toprotect its intellectual property rights.

## **11.9  Severability**.If any provision of this Agreement is determined by a court of competentjurisdiction to be invalid, illegal or otherwise unenforceable in any respect,the validity, legality and enforceability of the remaining provisions containedherein shall not, in any way, be affected or impaired thereby.

## **11.10  Entire Agreement**.This Agreement, including all of the Exhibits, constitutes the entire agreementof the parties concerning its subject matter and supersedes any and all prioror contemporaneous, written or oral, negotiations, correspondence,understandings and agreements between the parties regarding the subject matterof this Agreement. Any additional terms in any WPT purchase order or otherordering document are expressly rejected by CyberArts.

## **11.11  Execution**.This Agreement shall not be binding in whole or in part upon the parties unlessand until duly executed by or on behalf of both parties hereto, in which eventthis Agreement shall be effective as of the Effective Date.

## The parties hereto have caused this Agreementto be executed by their duly authorized officers or representatives as of theEffective Date.

 
| **CYBERARTS LICENSING, LLC** | **WPT****ENTERPRISES, INC.**      |   |   |
|------------------------------|-----------------------------------|--------|--------|
| ** **                   |                              |
| By:                          |   /s/ Kenneth M. Arnold |   | By:    |   /s/  Adam Pliska |   |
|                         |                              |   |   |   |   |
| Name:                        |   Kenneth  M. Arnold    |   | Name:  |   Adam  Pliska |   |
|                         |                              |   |   |   |   |
| Title:                       |   Chairman              |   | Title: |     General  Counsel |   |
|                         |                              |   |   |   |   |
| Fax:                         |                              |   | Fax:   |   |   |
|                         |                              |   |   |   |   |
| Date:                        |                              |   | Date:  |   |   |
|                              |                                   |        |        |  |  |  |  |  |  |  |  |

 

8

----

 

**EXHIBIT A**

**LICENSED PRODUCT AND FEES**

This Exhibit A isdated as of                ,20       and is incorporated by reference and ispart of the Appliance Agreement dated                 ,20      by and between WPT and CyberArts.
| **Item Description**                                                                                                                                                                                                           | ** ** | **Fees (in USD)**                                                                                                                           | ** ** | **Payment Terms**                                                                                                                                                                                                                                                               |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **1.Licensed  Product:** FoundationTM Poker, including Foundation Server, Client  (windows client for poker), back office management suite of banking and  cardroom management tools. Platform restrictions Windows. |       | **For Object Code:** $1,300,000

 

 

**For  Source Code:** $4,000,000 less any amounts previously paid  for Object Code License |       | $1,300,000 due upon the  Effective Date (**“The Object Code Fee**”).

 

 

Trigger payment to  obtain Source Code to be made and received concurrently or before the date of  release of Source Code to WPT**(“Source Code Trigger  Payment”**). |
| ** **                                                                                                                                                                                                                     |       |                                                                                                                                        | ** ** |                                                                                                                                                                                                                                                                            |
| **2.Services.**$150,000 worth of free Services in accordance with Exhibit  B and thereafter due at the rates in Exhibit C.                                                                                                     |       | $0                                                                                                                                          |       | Due in accordance with  Exhibit B.                                                                                                                                                                                                                                              |
| ** **                                                                                                                                                                                                                     |       |                                                                                                                                        |       |                                                                                                                                                                                                                                                                            |
| **3.Support  and Maintenance Services.**(1).                                                                                                                                                                                   | ** ** | $180,000                                                                                                                                    |       | Due annually on the  Effective Date for as long as WTP requires Support and Maintenance Services.                                                                                                                                                                               |

IN WITNESS WHEREOF, the parties hereto have causedthis Agreement to be executed by their duly authorized officers orrepresentatives as of the Effective Date.
| **CYBERARTS LICENSING, LLC** | **       WPT  ENTERPRISES, INC.** |
|------------------------------|----------------------------------------------------------------------|
| ** **                   |                                                                 |
| By:                          |  /s/ Kenneth M. Arnold                                          |   | By: | /s/ Adam Pliska |   |
|                         |                                                                 |   |   |   |   |
| Name:                        |  Kenneth M.  Arnold                                             |   | Name: | Adam Pliska |   |
|                         |                                                                 |   |   |   |   |
| Title:                       |   Chairman                                                 |   | Title: | General Counsel |   |
|                              |                                                                      |  |  |  |  |  |  |  |  |

##  

9

----