**Exhibit10.2**

**Portionsherein identified by ** have been omitted pursuant toa request for confidential treatment and have been filedseparately with the Commission pursuant to Rule 24b-2 of theExchange Act of 9134, as amended.**

**SOFTWARESUPPLY AND SUPPORT AGREEMENT**

**THIS SOFTWARE SUPPLY AND SUPPORT AGREEMENT** (the “**Agreement**”) ismade as of the 23rdday of April 2007, by and among:

(1)                                  **CRYPTOLOGIC INC.,** an Ontario, Canada corporation whose officeis at 3rd Floor, 55 St. Clair Avenue West, Toronto (**“CryptoLogic”**);

(2)                                  **WAGERLOGIC LIMITED,** a Cyprus corporation and wholly-ownedsubsidiary of CryptoLogic, whose office is at Nimeli Court 41 - 49 AgiouNicolaou Street, Block A 3rd Floor Engomi, 2408 Nicosia, Cyprus (**“WagerLogic”**);

(3)                                  **WPT ENTERPRISES, MALTA**a corporation to be incorporated under thelaws of Malta (“**the Licensee**”);

(4)                                  **WPT ENTERPRISES INC.,**a corporation whose office is at 5700 WilshireBoulevard, Suite 350, Los Angeles, CA 90036****(the “**Parent**”);

**RECITALS**

(A)                              **WHEREAS,**the Licensee wishes to operate a virtual pokerroom and Casino over the internet (the “**WPT Poker Room**”)utilizing the Software (as defined below);

(B)                                **WHEREAS,** WagerLogic owns software that would permit theLicensee to offer a virtual poker room and/or casino over the internet;

(C)                                **WHEREAS,** WagerLogic, through its wholly-owned subsidiary,ECash Direct (as such term is hereinafter defined) wishes to provide, operateand maintain on behalf of WagerLogic and the Licensee an electronic cashsettlement system to be used by End-Users (as defined below) in connection withthe deposit and withdrawal of funds to and from the Licensee Gaming Sites (assuch term is hereinafter defined) in accordance with the terms of thisAgreement;

(D)                               **WHEREAS,**CryptoLogic is a party to this Agreement toguarantee the obligations of the WagerLogic Group;

(E)                                 **AND WHEREAS,**the Parent is a party to this Agreement toguarantee the obligations of the Licensee;

**NOW THEREFORE,**inconsideration of the mutual promises and agreements set forth in thisAgreement, the parties hereto agree as set forth below.

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# **1.****                                     ****DEFINITIONS**

## 1.1        **Definitions**.  In this Agreement (including the recitals hereto),the following terms have the meanings set forth below:

***Adjustments*** means any amounts paid by WagerLogicin relation to Review Fees and Gaming License Fees.

***Affiliate*** means, in relation to aparty, a subsidiary or ultimate holding company of that party or any othersubsidiary of that holding company.

***Aggregate******End-UserCasino******Losses***means for any period, the aggregate amount wagered and lost by End-Users duringthe period through the use of the Licensee Casinos.

***Aggregate End-User Casino Winnings*** means, for anyperiod, the aggregate amount won by End-Users during the period through the useof the Licensee Casinos, excluding Jackpot Winnings.

***Bad Debt***means bona fide sums owedand not paid by an End-User, including any Chargebacks applicable to suchEnd-User and player fraud.

***Business Day*** means a day (other than aSaturday or a Sunday) on which banks are generally open in London for normalbusiness.

***Casino Net Losses*** means, inrespect of any period, the difference between Aggregate End Users Casino Lossesand Aggregate End User Casino Winning for such period.

***Certified Random Number Generator*****means software orhardware that uses a system clock, or like functioning component, and agenerally accepted mathematical algorithm to generate a random sequence ofnumbers within a given range, wherein each generated number describes a numberor symbol used in a game outcome.

***Chargebacks*** means the amount of any depositsmade by End-Users through ECash Direct in respect of which the deposited fundsare not collected by ECash Direct from the End-User, including withoutlimitation, as a result of the reversal of any credit and/or debit card orthird party deposit instrument transactions made through the ECash Systempursuant to the instructions of the End-User or the card issuing or clearingbanks or other payment providers, and the amount of any third party costs ofprocessing Chargebacks.  For greatercertainty, Chargebacks shall not include any penalty, processing fee or otheramount charged directly by ECash Direct to the Licensee which was not incurredby ECash Direct from a third party.

***Confidential Information*** has themeaning given in Section 9.

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***Controlling Interest*** means:

(a)                                  the ownershipor control (directly or indirectly) of more than fifty per cent (50%) of thevoting share capital of the relevant entity; or

(b)                                 the ability todirect the casting of more than fifty per cent (50%) of the votes exercisableat general meetings of the relevant entity on all, or substantially all,matters; or

(c)                                  the right toveto any board or shareholders’ resolution or to appoint or remove directors ofthe relevant entity holding a majority of the voting rights at meetings of theboard on all, or substantially all, matters.

***Custom Client Software Application*** means thecurrent version of the Software that has been customized to create the LicenseePoker Rooms and the Licensee Casinos.

***Customization*** means any customization,development, variation, adaptation or enhancement of the Software on behalf of theLicensee.

***Data*** means the Financial Dataand the Gaming Data.

***Defect*****means any material failurein or in relation to the Software or WagerLogic System.

***Discretionary Credits*** means discretionarycredits granted to End-Users to encourage good customer relations.

***ECash Direct***means ECash Direct (UK)Limited, a company registered under the laws of England, which company is a wholly-ownedsubsidiary of WagerLogic.

***ECash System***means the electronic cashsettlement system provided by WagerLogic, through its wholly-owned subsidiary, ECashDirect, for use by the End-Users.

***Effective Date***means the execution date ofthis Agreement.

***End-User***means a visitor who wagers throughthe Licensee Gaming Sites.

***Error Corrections*** means any andall corrections or fixes made to the Software or any part of it which arenecessary or desirable to correct or remove any material bug, materialmalfunction or other Defect therein.

***Financial Charges*** means thethird party costs and expenses actually incurred by ECash Direct or WagerLogic inproviding the ECash System for End-Users’ transactions (which, for greatercertainty, shall not include any costs and expenses charged directly by ECashDirect), including, but not limited to:

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(a)                                  actual creditand debit card processing fees levied by card issuing or clearing banks andprocessing fees and related transaction costs levied by alternative paymentproviders, including but not limited to, NETeller, and related financialtransaction costs;

(b)                                 third partyEnd-User authentication fees; and

(c)                                  The costs ofthe transfer or withdrawal of funds with respect to End-Users, the Licensee andWagerLogic.

***Financial Data*** means the credit and debitcard numbers, bank account numbers, credit limits, ECash balances and depositand withdrawal amounts and history of the End-Users.

***Gaming Data*** means the names, addresses,telephone numbers, e-mail addresses and gaming history of End-Users.

***Gaming License*** means a license orpermission lawfully issued by or under the authority (directly or indirectlyincluding by way of sub-license) of a competent authority within any Jurisdictions,permitting the operation of the Licensee Gaming Sites.

***Gaming License Fees*** means all feesand charges payable in respect of any Gaming License issued by any Jurisdictionsin relation to the Licensee Gaming Sites.

***Generic Software Application*** means thatpart of the Software that has not been customized in the creation of the LicenseeGaming Sites.

***Go-Live Date*** means the date on which theWPT Poker Room is operational for commercial use by an arm’s length End-User.

***Good Industry Practices*** means acceptedcurrent computer industry procedures and protocols and, where applicable, toolsand technologies as may be available from time to time during the term of thisAgreement.

***Help***means End-User help providedby WagerLogic or its Affiliates via telephone, email or online chat whereapplicable or available to the End-Users.

***Intellectual Property Rights***means allrights in inventions, patents, copyrights, design rights, database rights,trademarks and trade names, service marks, trade secrets, know-how and otherintellectual property rights (whether registered or unregistered) and allapplications for any of them, anywhere in the world as may be amended from timeto time.

***Internet Based Gaming Business*** means abusiness operated through an internet website, any part of which offers or containscasino games or poker.  Notwithstandingthe foregoing, , it is expressly agreed that Internet Based Gaming Businessshall not include: (i) websites offering sportsbook, (ii) websites offeringskill

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games, (iii) casino or poker platforms accessed primarilythrough interactive TV, wireless cell-phones, PDA’s or mobile gaming devices(e.g., a cell phone poker platform with ancillary internet accessibility wouldnot be considered an Internet Based Gaming Business).

***Jackpot Adjustments*** means theproportionate contribution (as described in the Progressive Jackpot Agreementset out in Schedule 1) by End-Users to any WagerLogic progressive jackpot(being a jackpot linked with the Licensee Casinos and other online virtualcasino operated by WagerLogic Licenses) representing contributions to theprogressive jackpot and the reset value.

***Jackpot Winnings*** means the sum paid toEnd-Users for winning any progressive jackpot run and managed by WagerLogic,such winnings funded through Jackpot Adjustments.

***Jurisdictions***means any Jurisdictions thatthe parties agree will be the location of the gaming servers from time to timeand which, on the Go-Live Date, shall be Malta and Curacao.

***Licensee Casinos*** means collectively the WPTCasino and the Casino in Poker;

***Licensee Gaming Sites*** means theLicensee Poker Rooms and the Licensee Casinos

***Licensee Poker Rooms*** means collectivelythe WPT Poker Room, all Poker Skin Rooms and all Additional Language Rooms;

***Month*** means a calendar monthduring the Term of this Agreement and for the first and last months of theTerm, the relevant shorter period.

***Net Poker Revenue***shall have themeaning attributed to that term in Paragraph 5.2 hereof.

***Poker Marketing FundContribution***means themarketing contribution equal to 4% of the Poker Revenue to be expended inconnection with WagerLogic Centralized Poker Room marketing initiatives such asPokerProposition Player Monies, progressive bad beat jackpots, royal flushpromotions, non-specific licensee tournament events and other programs that maybe implemented from time to time.

***PokerProposition Player Monies***means money paid to End-Users to create and maintain tables for playwith respect to the Licensee Poker Rooms*.*

***Poker Revenue***means the commissions earned by the Licensee Poker Rooms by virtue ofparticipation by its End Users in Poker games in the WagerLogic CentralizedPoker Room, including without limitation, Poker Tournament House Fees.

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***Poker Room Management Fee***means a monthly fee in the amount of USD $7,500 which is payable toWagerLogic and is reflective of the actual costs associated with the provisionof services by WagerLogic or its Affiliates to the Licensee Poker Rooms,including, among other things, tournament management, collusion detection,customer support, and overall Poker room management.

***Poker Tournament*** means a Pokercompetition between End-Users and end-users of other WagerLogic licensees thatrequires the payment of the Poker Tournament Entry Fee by the End-User prior toparticipation in the competition.  TheEnd User may be awarded prizes determined by the game rules specified byWagerLogic and the WagerLogic licensees (including the Licensee) prior to thecommencement of the competition.

***Poker Tournament Entry Fee***means the entry fee charged to an End User, net of any refunds, for theEnd User to play in a Poker Tournament.

***Poker Tournament House Fee*** means the portionof the Poker Tournament Entry Fee earned by the house in connection with aPoker Tournament net of any refunds.

***Promotional Deposits*****means amounts credited to anEnd-User account, at the direction of Licensee, as part of a program toincentivize further play by the End-User with the Licensee Poker Room,including Poker Proposition Player Monies and Discretionary Credits.

***Referral Royalties*** means anypayments made to third parties for referrals of End-Users to the Licensee PokerRoom including, without limitation, ordinary course affiliate royalties andrefer a friend schemes.

***Review Fees*** means the sums paid byWagerLogic to arm’s length third party auditors to audit the Certified RandomNumber Generator and to review and monitor payouts from the Licensee GamingSites.

***Royalties Fees*** means royalties, licensefees or other amounts payable to third parties dealing at arm’s length withWagerLogic in connection with any license or other right such third party hadgranted to WagerLogic in connection with the development by WagerLogic of any RoyaltyGames offered in any Licensee Casino.

***Royalty Games*** means WagerLogic Gamesdeveloped by WagerLogic using intellectual property rights of third partiesdealing at arm’s length with WagerLogic pursuant to license, royalty or othersimilar agreements with the said third parties.

***Services*** means the services providedby WagerLogic and the WagerLogic Parties as set forth in Section 3.3.

***Software*** means the current objectcode of the ECash System and internet poker room computer software, includingall modifications, enhancements and additions thereto, from time to time,including the Generic Software Application and the Custom Client SoftwareApplication and Version Upgrades and Customizations thereon, together with allrelated operating manuals and other documentation.

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***Successors and Assigns***means anyfuture successor to a party of this Agreement whether by assignment, amalgamation,combination or merger, provided that any assignment of this Agreement shallrequire the consent of the parties hereto, as per the provisions of Section 14.1of this Agreement.

***Taxes***means any taxes or fees leviedupon the gross revenues generated by the Licensee Gaming Sites and required bylaw in any Jurisdictions to be paid to the government or appropriate collectionor licensing agencies in such Jurisdictions.

***Term*** means an initial periodcommencing on the Effective Date, and ending on June 30, 2010.

***Trade Marks*** means the names and tradenames, corporate logos and get up, and any other symbols, marks or other ofIntellectual Property Rights of the WPT Group used in connection with theoperation of the WPT Poker Room, including without limitation, those listed onSchedule 2 hereto;

***Version Upgrades*** means further versionupgrades of the existing Software and WagerLogic Generic Software Application thatare available to the Licensee which will be provided by WagerLogic from time totime, including all changes to the WagerLogic poker and casino platforms andfurther including the rollout for poker and casino of the WagerLogic’s “Agile”platform, as currently being developed.

***WagerLogic Centralized Poker Room*** means theshared centralized Poker room facility for play by play end-users of WagerLogicLicensee, including End Users.

***WagerLogic Games***means thewagering games provided by WagerLogic and which comprise the games included inthe Licensee Casinos.

***WagerLogic Group*** means WagerLogic andCryptoLogic;

***WagerLogic Licensees*** means thirdparties licensed by WagerLogic to use the Software to operate virtual pokerrooms from time to time, including the Licensee.

***WagerLogic System*** means thesystems directly or indirectly utilized in the operation and delivery of the LicenseeGaming Sites, whether licensed through third party providers or owned byWagerLogic or its Affiliates, including the related Software.

***WPT Group***means collectively, theLicensee and the Parent.

## 1.2        Other Interpretations.  In this Agreement, any reference, express orimplied, to an enactment includes references to:

(a)                                  that enactment as amended, extendedor applied by or under any other enactment before or after this Agreement;

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(b)                                 any enactment which that enactmentre-enacts (with or without modification); and

(c)                                  Any subordinate legislation made(before or after this Agreement) under any enactment, including one within (a)or (b).

## 1.3        Words importing the singularshall include the plural and vice versa; words denoting persons shall includebodies corporate and unincorporated associations of persons and vice versa.

## 1.4        Sections 1.1 to 1.3 apply unlessthe contrary intention appears.

## 1.5        The headings in this Agreement donot affect its interpretation.

## 1.6        The Schedules to this Agreementform part of it.

## 1.7        In the event of any conflict orinconsistency between the provisions contained in the main body of thisAgreement and the provisions contained in its Schedules, the provisions of themain body of this Agreement shall prevail.

## 1.8        Unless otherwise expresslystated, all references to amounts in this Agreement are in U.S. Dollars.

# **2.****                                              ****TERM**

## 2.1        Term.  This Agreement will commence on the EffectiveDate and will continue throughout the Term (i.e., June 30, 2010).

## 2.2        Minimum Revenue.  Notwithstanding anything herein contained, itis expressly agreed that, in the event that at any time following the nine  (9)  monthperiod immediately subsequent to the Go-Live Date (the “Ramp-up Period”),monthly Net Revenues should fall below USD $500,000 in any three (3)consecutive Months during the Term, WagerLogic may, subject to the provisionsof Paragraph 2.3 hereof, terminate this Agreement on ninety (90) days writtennotice to the Licensee.

## 2.3        Payment of Minimum Revenues.  In the event that the provisions of Paragraph2.2 above become operative, the Licensee may prevent the termination of thisAgreement by curing any Minimum Revenue shortfall (the “Minimum RevenueShortfall”) through payment of the appropiate amounts to WagerLogic, withinthirty (30) days afer receipt of notice of termination pursuant to Section 2.2,provided that the amounts earned by WagerLogic under Article 5 hereof inrespect of the subject Months shall be considered when deterining the amountpayable by the Licensee hereunder.

## 2.4        Liquidity of the WagerLogicPoker Room.  Notwithstanding anythingherein contained, it is expressly agreed that, in the event that at any time

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## during the Term, average daily gross poker revenue generated throughthe WagerLogic Cenralized Poker Room over any period of ninety (90) consecutivedays (without regard to the Poker Revenue derived by the Licensee Poker Rooms)falls below USD $125,000, the Licensee may terminate this Agreement on ninety(90) days written notice to the Licensee. WPT shall be on a most favored nations basis with regards to thisprovision.  If any other WagerLogiclicensee has a more favorable position, WagerLogic shall let WPT know withinten (10) business days of signing such a deal.

# **3.****                                              ****WAGERLOGIC’S OBLIGATIONS**

## 3.1        Software License.  Subject to the terms and conditions of thisAgreement, WagerLogic hereby grants to the Licensee an exclusive licence to usethe Custom Client Software Application and a non-exclusive licence to use theGeneric Software Application.  WagerLogicfurther agrees it will perform the Services set forth herein, throughout the Termof this Agreement and in consideration of the sums paid to it as set forthherein.

## 3.2        Poker Development.  WagerLogic shall be responsible for alldesign, production, operation, maintenance and updating of the Licensee PokerRooms in accordance with the following terms:

3.2.1        The WPT Poker Room.  WagerLogic shall develop the Custom ClientSoftware Application to incorporate the WPT Poker Room. Unless otherwiseprovided herein, the WPT Poker Room shall be initially an English language WPTPoker Room, and shall include functionality as to allow End Users to play on USD,EUROS and Pounds Sterling tables. Notwithstanding the foregoing, the only currency in which End Users maymake deposits or withdrawls from the WPT Poker Room shall be USD, unless theparties mutually agree to offer deposits in other currencies.**

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### **

### 3.2.2        Poker RoomDevelopment Fee. In consideration for WagerLogic’s development of the WPTPoker Room (not including the Special Funcionality), the Licensee shall payWagerLogic a development fee in the amount of USD $50,000 (the “WPT Poker RoomDevelopment Fee”), on delivery of the go-live version of the WPT Poker Room.For the Special Functionality, WPT will be billed the reasonable cost ofprogramming and creating those features.

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### 3.2.3        Go-Live Date.  It isexpressly agreed that WagerLogic shall deliver the Go-Live version of the WPTPoker Room on or before June 14, 2007.  Theparties agree that upon the Go-Live Date arriving or being achieved, each ofthe parties shall execute an acknowledgement confirming the date of the Go-LiveDate.  WagerLogic aknowledges and agreesthat the Go-Live date is a material element of this Agreement and is committedto taking all actions necessary to employ geo-filtering technology by theGo-Live date and throughout the Term of this Agreement as set forth in Section3.6 of this Agreement.  Notwithstanding theforegoing, in the event that the Go-Live date cannot be achieved solely due toa third-party provider’s (e.g., Digital Envoy) failure to meet its obligations,the Go-Live Date will be delayed only to the extent that the delay continues tobe caused solely by the third-party provider. Furthermore, the parties agree that in the event that the designatedthird-party provider requires a change in protocol (other than that anticipatedat the execution of this Agreement) before the Go-Live Date which makes itimpossible to meet the original Go-Live Date, WagerLogic shall not be deemed inbreach of this Section 3.2.3 provided that it takes all actions necessary toinstitute the geo-filtering (based on the new protocol) as soon as possible.

### 3.2.4        Cooperation and Assistance.  The WPTGroup will provide any and all such reasonable assistance as WagerLogic mayrequest from time to time to aid the development of the Licensee Poker Room,and shall be responsible for providing any and all graphics to be used inconnection with the Licensee Poker Room.

## 3.3        Poker Skin Development.  WagerLogic hereby agrees that it shalldevelop and deliver to the Licensee one (1) additional virtual poker room incalender 2007, and up to four (4) additional virtual poker rooms in calender2008 (collectively the “WPT Poker Skins”), upon and subjet to the followingterms and conditions:

(a)                                  the WPT Poker Skins shall be delivered withthe same functionality as the WPT Poker Room, save and except for the SpecialFunctionality;

(b)                                 the WPT Poker Skins shall be branded in suchmanner, and using such trade marks, trade names and other intellectual propertyas the Licensee may require (the “Poker Skin IP”);

(c)                                  WagerLogic shall deliver each requested WPTPoker Skin within sixty (60) days of being requested therefor; provided thatthe delivery dates for each individual WPT Poker Skin must be a minimum ofthirty (60) days apart from one another; and

(d)                                 On delivery of each WPT Poker Skin, theLicensee shall pay to WagerLogic a set-up fee equal to USD ($15,000).

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If WPT does not ask for allof the WPT Poker Skins by the end of calendar 2008, it may give notice toWagerLogic that it wishes the remaining WPT Poker Skins to be created later inthe Term; provided that no WPT Poker Skin shall be launched at any time afterJune 15, 2009..

## 3.4      Casino Development.  WagerLogic shall be responsible for thedesign, production, operation maintenance and updating of the various internetcasino properties as outlined below:

### 3.4.1        The Mini-CasinoDevelopment.  WagerLogic herebyagrees that, on or prior to September 30, 2007, WagerLogic shall develop asuite of five (5) casino style games (as listed in Schedule 3 hereto), indownloadable format, which shall be accessible by End Users through the WPTPoker Room (the “Casino in Poker”).  TheCasino in Poker shall be English language only, and shall accept wagers in USDonly, unless the parties mutually agree to accept other currencies.  The parties expressly agree that they shallact reasonably and in good faith in negotiating (having regard to the nature ofthe required functionality, the limitations and obligations and the deadlineupon which same must be delivered), as soon after the execution of thisAgreement as is reasonably possible, the other detailed funtionality and specificationsin respect of the Casino in Poker The Licensee may, at its sole option, requestthat the Casino in Poker be branded with the Trademarks or be delivered in anunbranded format.  It is expresly agreedthat, at the Licensee’s option, the WPT Poker Skins shall either (i) notinclude functionality allowing the End Users thereof to access the Casino inPoker; or (ii) allowing the End Users thereof to access the WPT Poker Skins theCasino in Poker; provided that it is expressly agreed that WagerLogic shall notbe required to re-brand the Casino in Poker with the trademarks, tradenamesassociated with the WPT Poker Skins, and the Casino in Poker accessable viaeach WPT Poker Skin shall be identical to the Casino in Poker accessible viaWPT Poker Room.  Notwithstanding anythingcontained in the Jackpot Agreement attached as Schedule 1 hereto, the onlyjackpot games included in the Casino in Poker shall be those listed in Schedule3 hereto, and in the event of any inconsistency between the provisions of thebody of this Agreement and Schedule 3 hereto, the provisions of the body ofthis Agreement shall govern.

### 3.4.2        Full CasinoDevelopemnt.  The Licensee shall havethe option (the “Full Casino Option”), exercisable in writing at any time priorto July 1, 2008 and provided that the Licensee is not in material defaulthereunder at the time of exercise, to require that WagerLogic deliver to theLicensee, a full scale downloadable internet casino with a standard suite ofWagerLogic Games (the “WPT Casino”) having regard to the suite of games offeredto other WagerLogic Licensees of similar size and quality and who licenseWagerLogic’s internet casino Software. In the event that the Licensee exercises its option in respect of theWPT Casino, WagerLogic shall

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### develop theWPT Casino upon and subject to the following terms and conditions:

(a)                                  on or prior to the exercise date of the FullCasino Option, the Licensee shall provide WagerLogic with the detailed functionalityand specifications which it proposes in respect to the WPT Casino, and thereafterthe parties shall negotiate in good faith, and acting reasonably (having regardto the nature of the required functionality and the deadline upon which samemust be delivered), with a view to setting mutually agreeable detailedspecifications for the WPT Casino as soon after the exercise of the Full CasinoOption as is reasonably possible.  Providedthat WagerLogic has in fact negotiated in good faith and acted reasonably,WagerLogic’s obligation to deliver the WPT Casino is contingent upon theparties reaching agreement on the detailed specifications thereof as outlinedabove.

(b)                                 The WPT Casino shall be delivered withinthree (3) months of the settlement of detailed functionality and specifications.  Upon delivery of the WPT Casino, the WPTCasino shall replace the Casino in Poker in the WPT Poker Room as the casinoproperty accessible by End Users of the WPT Poker Room.

## 3.5                                          Developmentof New Languages.  At any time duringthe Term, the Licensee may request that WagerLogic deliver the WPT Poker Room inany language (in addition to the English language delivered on the Go LiveDate) in which WagerLogic has delivered a virtual poker room to anotherWagerLogic Licensee (an “Additional Language Poker Room”).  Each Additional Language Room shall includeall functionality included with the WPT Poker Room (save and except for theSpecial Functionality).  In the eventLicensee wishes any Additional Language Room to include the SpecialFunctionality, WagerLogic shall present to Licensee an estimate of costsrelated to achieving the same.  In theevent Licensee instructs WagerLogic to proceed with the creation of suchAdditional Language Poker Room, the Licensee shall pay all reasonable andactual costs and expenses of WagerLogic incurred in achieving same.  In addition, it is expressly agreed that the onlyCasino in Poker accessible by an End User of an Additional Language Poker Roomshall be an English languge version only.

## 3.6        Services.  WagerLogic will provide the Licensee with thefollowing Services in accordance with the terms of this Agreement.  WagerLogic shall :

(a)                                  provide and manage the WagerLogic System;

(b)                                 provide all implementation services requiredto implement the Software to the degree necessary in order that the Licensee GamingSites become operational;

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(c)                                  procure all necessary relatedtelecommunications equipment, software licences and services on behalf of theLicensee;

(d)                                 provide all necessary technical support forthe WagerLogic System including both general computer software and hardwaresupport as required, Error Corrections and Version Upgrades;

(e)                                  maintain separate End-User accounts for each End-User;

(f)                                    process all End-User transactions in connectionwith the Licensee Gaming Sites;

(g)                                 provide a system of accounting and reportingto the Licensee, including but not limited to affiliate and marketing data;

(h)                                 deliver the Generic Software Application andthe Custom Client Software Application;

(i)                                     provide the Help consistent with the GoodIndustry Practices for the online gaming industry.  In performing the Help function, WagerLogicshall be entitled to settle in its discretion all End User disputes claiming anamount not to exceed Two Thousand Dollars ($2,000), individually, or fivePercent (5%) of the Net Revenues for any calendar year, in the aggregate.  The settlement of all other claims anddisputes shall be subject to the approval of Licensee;

(j)                                     provide an amount of data storage and processingcapacity adequate to accommodate the data storage and processing needs of the LicenseeGaming Sites, the WagerLogic System and the ECash System;

(k)                                  At Licensee’s request, assist in themarketing and migration of players from Licensee’s Parent Company site(operated through WagerWorks) to the extent reasonable, provided that suchassistance shall be only to the degree that such migration would not delay thego-live date of the WPT Poker Room. For greater certainty, it is expresslyagreed that WagerLogic shall not be required, in fulfilling its obligationsunder this subparagraph 3.6(k), to perform a database conversion or othertechnical solution related to the migration of players from the WagerWorks siteto the WagerLogic Centralized Poker Room;

(l)                                     Deliver monthly accounting settlementstatements and payments due to Licensee no later than twenty-one (21) days afterthe end of each Month, in the same manner as is provided to all other similarWagerLogic Licensees;

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(m)                               Provide Licensee access to XML, data dump, orAPI for reporting purposes, (i.e., Business Objects via data warehouse), in thesame manner as is provided to all other similar WagerLogic Licensees;

(n)                                 To employ a system of geo-filtering uponregistration of End-Users at not additional costs to Licensee.

(o)                                 To allow Licensee to employ and toincorporate into the Licensee Gaming Sites a post-registration system ofgeo-filtering by the Go-Live Date and throughout the Term of the Agreement,such system specifications to be determined in the sole discretion of theLicensee, provided that Licensee shall bare the actual costs of employing thethird-party post-registration geo-filtering system unless or until such post-registrationgeo-filtering system is made available to other WagerLogic Licensees as part ofthe WagerLogic System.

(Collectively, the “Services”).

## 3.7        Standards of Performance.  WagerLogic shall perform its obligations(including all Services) under this Agreement at all times necessary to ensurea satisfactory gaming experience is delivered to End-Users of the LicenseeGaming Sites.  WagerLogic shall providethe following minimum Standards of Performance:

(a)                                  Subject to Section 3.4(f), take allreasonable measures to ensure performance of the Licensee Gaming Sites with thesame due care it exercises in respect of other WagerLogic sites, including at aminimum, the availability of the Licensee Gaming Sites of at least ninety-eightand one half percent (98.5%) per month as averaged over any one month period (“ExpectedMinimum Service Levels”);

(b)                                 Respond to and use its reasonable efforts tocure Defects within fourteen (14) days of receiving notice of such Defect providedif the Defect is the failure of the WagerLogic System to the degree whichrenders the Licensee Gaming Sites severely impaired , the cure period shall bethree (3) days.

(c)                                  Use its best efforts to maintain the securityof the WagerLogic System, ECash System, the Licensee Gaming Sites and the Dataat all times including implementing all available technology consistent withGood Industry Practices to prevent unauthorized access, use or fraud inrelation to the foregoing;

(d)                                 Diligently and promptly co-operate fully withthe Licensee or competent law enforcement agencies, as the case may be, ininvestigating and responding to any notified or observed

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incident of unauthorized or suspected unauthorized access, use or fraudin relation to the WagerLogic System, the ECash System, or the Licensee GamingSites;

(e)                                  Use its best efforts to ensure that End-Useraccounts are at all times kept completely accurate and up to date by referenceto their activity within the Licensee Gaming Sites and that the interfaces andcommunications between the Licensee Gaming Sites and ECash System ensure timelyand accurate transmission of Data; and

(f)                                    Take all reasonable measures to reinstateExpected Minimum Service Levels if the services provided under this Agreementare temporarily disrupted because of internet failure, power failure, hardwarefailure, supplier failures, or acts of God (“Temporary Disruptions”).

## 3.8        Modifications.  WagerLogic may modify aspects of theWagerLogic System without the prior written approval of the Licensee, providedthat any such modification (1) will not impact the Standards of Performance setforth in this Section 3, and (2) will not have a material negative impact orcause unreasonable disruption to the WagerLogic System or the provision of theServices.  Whereever possible, havingregard to the circumstances surrounding the modification, WagerLogic shall givenot less than 48 hours written notice prior to the effective date of anymodification to the WagerLogic System, unless the modification is required onan emergency basis, in which case it may be implemented without notice.

## 3.9        Alternative Jursidictions.  If WagerLogic reasonably determines ingood faith that, due to any change in the regulatory or fiscal environment inwhich WagerLogic operates, it becomes necessary for WagerLogic to locate orlicense the gaming servers related to the WagerLogic System in a jursidictionlisted on Schedule 4 in replacement of, or in addition to, the Jursidictions(the “Alternative Jursidictions”), the WPT Group shall cooperate withWagerLogic to obtain, at the Licensees’ sole cost, all necessary licenses andconsents required in the Alternative Jursidictions in order to carry on thebusiness of the Licensee Gaming Sites and to comply with the provisions of thisAgreement. Any Alternative Jursidictions not listed on Schedule 4 shall requirethe Licensee’s written consent, acting reasonably.  It is expressly acknowledged that certainnon-gaming related Data associated with the Licensee Gaming Sites will behosted on servers located in Ireland, as more particularly described inSchedule 5 hereto (the “Non-Gaming Data”). WagerLogic may, in its sole discretion, move the hosting of the saidNon-Gaming Data to any Jursidictions as it may determine, in the event thatWagerLogic in good faith believes such move is in the best interests of allWagerLogic Licensees, including the Licensee.

## 3.10      SAS 70 Report.  On an annual basis, WagerLogic shall, at theLicensee’s sole cost and expense (provided that, in the event that the reportis

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## provided to other WagerLogic Licensees, the cost shall be sharedequally by all licensees) have an internationally known public accounting firmperform an Independent Third Party Attestation Report (i.e., an AICPA SAS 70Type II, SysTrust, Agreed Upon Procedures, Custom Attestation Report onManagement Assertions etc.) to confirm that its:

## (a)                                  softwaresystem has appropriate physical and logical controls in place to prevent theorigination or placing of bets from any physical or virtual location within theUnited States of America; and

## (b)                                 Internalcontrol system has appropriate processes and controls in place to providereasonable assurance that the aforementioned physical and logical controlsoperate properly on a continuous basis.

## 3.11      Auditing.  WagerLogic will keep and maintain full,complete and accurate books of account and records covering all transactions relatingto this Agreement in sufficient detail to enable the payments payable hereunderto be determined and verified. WagerLogic shall permit such records to be examined from time to time(up to a period of not less than three (3) years after the expiration ortermination of this Agreement) by authorized representatives of Licensee,including such independent auditors as Licensee may designate, during usualbusiness hours, to verify to the extent necessary the operation and maintenanceof the Licensee Gaming Sites and the payments required hereunder, and Licenseeand its representatives shall use reasonable efforts to minimize anydisruptions to WagerLogics’ business. Prompt adjustment shall be made by WagerLogic to compensate for anyerrors or omissions disclosed by such examination.  If the adjustment is more than five percent(5%) of Licensee Net Revenue in the Licensee’s favor, then the out-of-pocketcosts of such examination shall be borne by WagerLogic, and failing which, thesaid costs shall be borne by the Licensee. Such records shall be maintained by WagerLogic for a period of not lessthan three (3) years following the expiration or termination of this Agreement.

# **4.****                                              ****REPRESENTATIONS, WARRANTIES AND COVENANTS**

## 4.1        WagerLogic.  WagerLogic represents, warrants and covenants:

(a)                                  It will supply and be fully responsible forthe day-to-day management of the WagerLogic System, without limiting any otherparty’s responsibility for performing any obligations it has pursuant to anyGaming Licence it holds;

(b)                                 It will ensure that the WagerLogic Systemwill at all times (both before and after the issue of a Gaming Licence) satisfythe regulatory requirements in the Jurisdictions with respect to such platformsand facilities (including without limitation

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technical and mathematical requirements with respect to the operationof the platform and facilities and banking and money laundering legislation);

(c)                                  It will provide assistance to the Licensee toensure that the Licensee is lawfully licensed to offer the Licensee GamingSites from any Jurisdictions;

(d)                                 It will provide the Licensee with Help 365days a year in accordance with Good Industry Practices;

(e)                                  On the written request of the Licensee, itwill provide to the Licensee no more than once annually, all management andfinancial information necessary to enable the Licensee to verify all revenuesand costs as described herein;

(f)                                    It will promptly cure any Defects in theWagerLogic System that cause the WagerLogic System to fail the Standards ofPerformance in Section 3.4;

(g)                                 Neither its performance of this Agreement northe use of the WagerLogic System by the Licensee in accordance with thisAgreement will infringe the rights of any other person;

(h)                                 It is duly incorporated and existing underthe laws of the Jurisdictions of its incorporation and duly authorized to enterinto and perform this Agreement;

(i)                                     It has full legal right, power and authorityto enter into this Agreement and perform its obligations under this Agreement;

(j)                                     It will at all times comply with all relevantlaws in the Jurisdictions of its incorporation and in any Jurisdictionsapplying to its performance of this Agreement;

(k)                                  Neither the execution of this Agreement, northe performance of its obligations hereunder, shall cause WagerLogic to breachany of its obligations under agreements with third parties;

(l)                                     It will use all reasonable skill and care inperforming its obligations in this Agreement;

(m)                               It will ensure that the Licensee Gaming Sitesuse a Certified Random Number Generator which provides a normally distributedseries of unpredictable random numbers;

(n)                                 The Data shall be used only for the purposesof carrying out its obligations under this Agreement and for no other purposeand it shall not be provided to any unauthorized third party except

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in accordance with this Agreement. This sub-section (n) shall survive the expiration or termination of thisAgreement;

(o)                                 It will at all times maintain all necessarythird party software licences to enable the Licensee to access the reportscontemplated by Section 5.5;

(p)                                 It will not use the Trademarks and the PokerSkin IP or Special Functionality in any way other than as licensed orprescribed hereunder (including sublicensing to third parties or beyond theTerm of this Agreement).

(q)                                 At the Licensee’s own cost, it will cause theboard of directors of the WagerLogic and CryptoLogic to submit to a probityreview to be performed by a mutually agreed upon probity service (the “ProbityService”) on behalf of Licensee by submitting completed probity forms as theProbity Service may require, together with such other information as may bereasonably requested in the probity review process. Thereafter at thereasonable request of Licensee, WagerLogic shall cause such further keypersonnel of the Licensee to submit to probity review at Licensee’s cost.

(r)                                    That it will make available to the Licensee anon-downloadable version of the Licensee Poker Rooms as and when same becomesavailable to WagerLogic Licensees.

## 4.2  The WPT Group.  The WPT Group hereby jointly and severally represent,warrant and covenant:

(a)                                  The Licensee will, at its own cost, beresponsible for the content of any areas forming part of the Custom ClientSoftware Application which require the Licensee material;

(b)                                 They shall permit WagerLogic to use the TradeMarks and the Poker Skin IP on a world-wide, royalty free basis and the relatedIntellectual Property Rights of or held by the WPT Group in connection withfulfilling its obligations under this Agreement;

(c)                                  The Licensee will, at its own cost, hold at alltimes from and after the Go-Live Date of any Licensee Gaming Site, a validGaming Licence in respect of the Licensee Gaming Sites, in each Jurisdiction, acertified copy of which shall be provided to WagerLogic on request, and beresponsible for performing such acts pursuant to any such Gaming Licence andshall forthwith notify WagerLogic of any threatened termination of same;

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(d)                                 The Licensee will pay all government fees, Taxesand gaming duties incurred in relation to the provision of the Licensee GamingSites by WagerLogic;

(e)                                  They will comply with all relevant laws in theirperformance of this Agreement;

(f)                                    The Licensee is duly incorporated andexisting under the laws of the Jurisdictions of its incorporation and duly authorizedto enter into and perform this Agreement;

(g)                                 They have full legal right, power andauthority to enter into this Agreement and perform their obligations under thisAgreement;

(h)                                 They will at all times comply with allrelevant laws in the Jurisdictions of their incorporation and in any Jurisdictions;

(i)                                     Neither the execution of this Agreement northe performance of their obligations hereunder, shall cause the WPT Group tobreach any of its obligations under agreements with third parties;

(j)                                     They shall use all reasonable skill and carein performing their obligations under this Agreement;

(k)                                  As of the Go-Live Date of this Agreement, theLicensee is the holder of, and will during the Term continue to hold, a validGaming Licence issued in the Jurisdictions to operate the WPT Poker Room, andit will comply at all times with the terms and condition contained therein.  Prior to launching any other Licensee GamingSite, the Licensee will be, and will during the Term continue to hold, a validGaming License issued in the jurisdictions from which they are operated tooperate the said Licensee Gaming Site;

(l)                                     The use by WagerLogic of the Trade Marks andthe Poker Skin IP in accordance with this Agreement will not infringe theIntellectual Property Rights of any third party;

(m)                               The Licensee will use reasonable efforts toobserve and comply in all material respects with all rules and regulationsapplicable to the Licensee  (including internetcodes of practice or conduct), now existing or which may hereafter be enacted,regarding the transmission, content or advertising of the Licensee Gaming Sites;

(n)                                 Except as expressly provided in thisAgreement, the Licensee will not sell, sub-license, transfer, assign orotherwise dispose of or publish, disclose, display or otherwise make availableto

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anythird party, any portion of the WagerLogic System or the Services;

(o)                                 They will not sub-contract their obligationsunder this Agreement without the consent of WagerLogic;

(p)                                 By itself and/or through its sub-contractorsor Affiliates, the Licensee has, and throughout the term of this Agreement, tothe best of its knowledge will have all the necessary technology, licences,authority, capital, and qualified personnel to perform its obligationshereunder in the Jurisdictions;

(q)                                 At WagerLogic’s own cost, it will cause the boardof directors of the Licensee and the Parent to submit to a probity review to beperformed by KPMG or other mutually agreed upon probity service (the “ProbityService”) on behalf of WagerLogic by submitting completed probity forms as the ProbityService may require, together with such other information as may be reasonablyrequested in the probity review process. Thereafter at the reasonable requestof WagerLogic, the Licensee shall cause such further key personnel of theLicensee to submit to probity review at WagerLogic’s cost; and

(a)                                  The WPT Group will submit any information asmay be reasonably requested by a recognized government authority in connectionwith any probity review process related to the Jurisdictions or any AlternativeJurisdiction.

# **5.****                                              ****PAYMENTS**

## 5.1        ECash System.  From and after the Go-Live Date the partiesacknowledge that ECash Direct is operating the ECash System and will be inpossession of the Net Revenues which shall be clearly identifiable at all timesand held for the benefit of the Licensee and WagerLogic. The ECash System shallensure that all End-Users agree to the End-User terms and conditions of use ofthe Licensee Gaming Sites as ECash Direct and the Licensee may from time totime mutually agree.

## 5.2        Net Revenue.

### 5.2.1        Defined.  For the purposes of thisAgreement, during the Term “Net Revenue” shall be calculated by taking the aggregateamount of Poker Revenue and Casino Net Losses realized during any particularperiod, and deducting the Poker Marketing Recovery Fund Contribution (solelyfrom Poker Revenue), Royalty Fees, the Financial Charges, Bad Debt (includingChargebacks) and Taxes incurred or generated during the said period.

### 5.2.2        WagerLogic Net Revenues.  Inrespect of the Net Revenue generated during each Month of the Term, WagerLogicshall be entitled to receive

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### the following portion of theNet Revenue (collectively referred to as “WagerLogic Net Revenues”):

i.                                          Twenty-two (22%) percent of the first $150,000of Net Revenue generated during the Month;

ii.                                       Twenty-one (21%) percent of the Net Revenuebetween $150,000 and $500,000, generated during the Month;

iii.                                    Twenty (20%) percent of the Net Revenue inexcess of $500,000 generated during the Month.

### 5.2.3        Licensee Net Revenues.  Forpurposes of this Agreement, all Net Revenue that is not WagerLogic Net Revenueshall be referred to as “Licensee Net Revenues.”  After payment of all amounts due toWagerLogic pursuant to Section 5.2.2, the remaining Licensee Net Revenue shallbe distributed as follows:

(a)                                  ECash Direct shall deduct from the Licensee NetRevenue the amount of all Promotional Deposits, , Poker Room Management Fees, Referral Royalties, Jackpot Adjustmentsand Adjustments issued or incurred in the subject Month;

(b)                                 ECash Direct shall pay to WagerLogic theJackpot Adjustments and the Adjustments, and upon such deduction WagerLogicshall be responsible for discharging any liabilities to third partiesassociated therewith;

(c)                                  ECash Direct shall pay to WagerLogic thePoker Room Management Fees, which shall be retained by WagerLogic as feesearned hereunder;

(d)                                 ECash Direct shall retain all amounts inrespect to Promotional Deposits and upon such deduction shall be responsiblefor discharging all obligations to End Users in connection therewith;

(e)                                  ECash Direct shall pay all Referral Royaltiesdirectly to the third parties who have earned same.

### 5.2.4        Financial Charges and Poker Marketing FundContribution.  Upon being deducted from Net Revenue asdescribed in Paragraph 5.2.1 above, the amount of all Financial Charges andPoker Marketing Fund Contribution shall be paid by ECash Direct to WagerLogic.WagerLogic shall be responsible for discharing any liabilities to third partiesassociated with the Financial Charges and shall expend the Poker Marketing FundContribution in accordance with its specified purpose.

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## 5.3        Minimum Guarantees.  Nothwithstanding anything herein contained,the Licensee hereby provides to WagerLogic the following revenue guarantees(all amounts paid to WagerLogic under this Paragraph 5.3 are hereinafterreferred to as the “Minimum Guarantee Amounts”):

(a)                                  Upon WagerLogic developing a Poker Skin Room,the Licensee hereby guarantees that from and after the go-live date of the saidPoker Skin Room, the said poker room shall generate Poker Revenue in theminimum amount of USD $50,000 per Month, (the “Poker Room Minimum”).  In the event that during any Month of theTerm, a Poker Skin Room fails to generate an amount of Poker Revenue equal tothe Poker Room Minimum, it is expressly agreed that, when calculatingWagerLogic’s entitlement under Paragraph 5.2.2 hereof, each Poker Skin Roomwhich has failed to generate revenue equal to the Poker Room Minimum, shall bedeemed to have generated Poker Revenue equal to the Poker Room Minimum.  Notwithstanding the forgoing, the Poker RoomMinimum shall terminate in the event that Licensee provides WagerLogic a noticeof cancellation of a particular Poker Skin and WagerLogic shall no longer berequired to provide operations for PokerSkin for the rest of the Term;

(b)                                 Upon WagerLogic developing an AdditionalLanguage Poker Room, the Licensee hereby guarantees that from the go-live dateof the said Additional Language Poker Room, WagerLogic shall earn minimumannual licensee revenue under Paragraph 5.2.2 and attributable to the saidAdditional Language Poker Room equal to USD $200,000 (the “Minimum Language Fee”).  In the event that during any Month of theTerm, WagerLogic fails to earn a minimum Monthly licensee fee under Paragraph5.2.2 and attributable to the Additional Language Poker Room equal to USD$21,000, WagerLogic shall be entitled to receive the shortfall out of theLicensee Net Revenues for the Month; provided that any monthly payments madeunder this subparagraph (b) shall be subject to annual adjustment, and any over-paymentof amounts in respect of the Minimum Language Fee shall be reimbursed to theLicensee as soon after the annual review as is reasonably possible.  The Licensee’s obligations under thisParagraph 5.3(b) shall be subject to the following:

i.                              The Licensee shall have no minimum guaranteeobligations in respect of an Additional Language Poker Room in respect of anyperiod subsequent to the one year anniversary date of the go-live date of thesubject Additional Language Poker Room;

ii.                           From and after the time that WagerLogiccompletes its software platform upgrade known as “Agile” to such

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degree as to allow for thedelivery of additional languages to WagerLogic Licensees as part of WagerLogic’sbasic internet poker room software package, any languages requested by theLicensee which are launched at least Three (3) months prior to, or at any time afterthe subject Agile upgrade, shall not, from and after the launch of the subjectAgile upgrade, be subject to a minimum guarantee or any extra charges hereunder,it being acknowledged and agreed that WagerLogic shall provide Licensee with atleast Three (3) Months advanced notice before the launch of the Agile upgrade;

(c)                                  Upon delivery of the Casino in Poker, thelicensee hereby guarantees that from and after the go-live of the Casino inPoker, WagerLogic shall earn minimum annual license revenue under Paragraph5.2.2 and derived from the Casino in Poker equal to USD $500,000 (the “AnnualCasino in Poker Minimum”).  In the eventthat during any calendar quarter of the Term, WagerLogic fails to earn minimumlicense revenue under Paragraph 5.2.2 and derived from the Casino in Pokerequal to USD $125,000.00, WagerLogic shall be entitled to receive the shortfallout of the future Licensee Net Revenues; provided that any overpayment ofamounts in respect of the Annual Casino in Poker Minimum shall be reimbursed tothe Licensee as soon after the annual review as is reasonably possible.

(d)                                 Upon delivery of the WPT Casino, the Licenseeshall have no further liability under subparagraph (c) above in respect of anyperiod from and after the go-live date of the WPT Casino.  From and after the go-live date of the WPTCasino, the Licensee hereby guarantees that WagerLogic shall earn annuallicense revenue under Paragraph 5.2.2 and derived from the WPT Casino equal toUSD $2,500,000 (the “Annual WPT Casino Minimum”).  In the event that during any calendar quarterduring the Term, WagerLogic fails to earn minimum license revenue underParagraph 5.2.2 and derived from the WPT Casino equal to USD $625,000WagerLogic shall be entitled to receive the shortfall out of future LicenseeNet Revenues; provided that this subparagraph (d) shall be subject to annualadjustment, and any over-payment of amounts in respect of the Annual WPT CasinoMinimum shall be reimbursed to the Licensee as soon after the annual review asis reasonably possible.

## 5.4                                          Distribution.  From and after the Go-Live Date, WagerLogicshall cause ECash Direct to calculate Net Revenue realized for each Monthduring the Term on a monthly basis and, subject to the provisions of Section 5.6below, 

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## shalldistribute to each of WagerLogic and the Licensee the portion of Net Revenueeach party is entitled to under  Section 5.

## All distributions pursuant to Section 5 for a given calendar Month shallbe due (and the associated electronic transfer of funds shall be received andeffective for credit) on or before the fifteenth (15th) day after the end ofsuch Month.  The electronic transfer offunds shall be made to the account designated by the Licensee and in accordancewith the wire transfer instructions set forth in the attached Schedule 6.

## 5.5        Negative Net Revenue Amount.  If during the Term, the calculation of Net Revenuerealized for a particular Month results in a negative amount (the “Negative NetRevenue Amount”), the parties agree that the Licensee shall pay to ECash Directan amount equal to the Negative Net Revenue Amount, within (15) days of beingadvised of the Negative Net Revenue Amount.   Furthermore, in the event that the NetRevenues generated in any particular Month are insufficient to pay the MinimumGuarantee Amounts earned by WagerLogic during such Month, the Licensee shallforthwith pay the shortfall to WagerLogic.

## 5.6        Weekly Statistical Reports.  WagerLogic will provide to the Licensee, onthe Friday of each week from and after the Go-Live Date a statement summarizingthe calculation of Net Revenue for the said week in the form set forth in theattached Schedule 7, such weekly statistical reports to include traffic, sourceof business, wagering statistics and other information as reasonably requiredby the Licensee.  In addition, theLicensee shall have access to all “back-end” reporting tools which aregenerally made available to WagerLogic Licensees, which back-end tools offerinformation which is updated every twenty-four (24) hours.

## 5.7        Reconciliation.  As soon as reasonably practicable followingthe end of each contract year of this Agreement but in no event within thirty(30) days of the end of the applicable year, WagerLogic may carry out areconciliation of the amounts paid to each party for that particular year toverify compliance with this Section 5. If the reconciliation reveals any discrepancy, each party that received paymentin excess of its entitled share of Revenue shall immediately pay the excessamount to WagerLogic, and WagerLogic shall redistribute and pay the excessamount to such party or parties that received less than their entitled share ofrevenues during the said contract year.

## 5.8        Wrongful Payments.  Notwithstanding any reconciliations under Section5.6, each party to this Agreement may recover from any other party any amount itoverpaid or wrongfully paid to the receiving party, regardless of how suchpayment may have arisen including, but not limited to, mistake of law or fact.  If any amounts have been overpaid orwrongfully paid by any party hereto to another, the aggrieved party may requireimmediate repayment of all or any such amounts.

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## 5.9        Taxes. All amounts payableunder this Agreement shall be exclusive of any taxes, including withoutlimitation, value added tax (if any), prescribed by law.  Any Taxes shall be deducted from the Net Revenueand paid to the relevant authorities.

## 5.10      Calculation of Poker Revenue.  It is expressly acknoweldged that PokerRevenues are generated through the WagerLogic Centralized Poker Room, and assuch, the aggregate commissions earned within the WagerLogic Centralized PokerRoom (the “Aggregate Poker Revenues”) must be divided between all WagerLogicLicensees who direct end users to the WagerLogic Centralized Poker Room.  The manner in which the Aggregate PokerRevenues are calcuated and divided is as described in Schedule 8 hereto.  The parties hereto acknowledge the provisionsof the Schedule 8 attached hereto, and agree to be bound thereby. Theparticulars of Schedule 8 hereto are subject to change by WagerLogic in itssole discretion, provided that WagerLogic shall provide the other partieshereto with two (2) months’ prior written notice of any such change.  It is expressly acknowledged and agreed thatthe manner in which Aggregate Poker Revenues are divided between the WagerLogicLicensees shall be identical for all WagerLogic Licensees.

## 5.11      Legality of Operation.  It is expressly acknowledged that theLicensee is solely responsible for the marketing and advertising of theLicensee Gaming Sites. It is further acknowledged that any acts or ommissionsof one party which are in contravention of the laws of any competent Jursidictionsshall damage the goodwill and repetition of the other.  In the event that one of the parties, in itssole discretion but acting reasonably, determines that any act or ommission ofthe other may be in contravention of the laws of any competent Jursidictions, thealleging party may require that the other cure its conduct in this regard, andthe other shall do so within thirty (30) days of the written notice, failingwhich the the alleging party  mayterminate this Agreement without futher notice.

## 5.12      Balancing Licensee Accounts.   It is expressly acknowledged that, due tothe fact that the End Users of the Licensee are playing Poker in the WagerLogicCentralized Poker Room, it is possible that said End Users may lose amountsduring Poker games to end users of other WagerLogic Licensees (the “End User Losses”).  It is expressly acknowledged that in fulfillingits obligations hereunder to maintain the ECash System, WagerLogic may berequired to transfer amounts from the accounts of End Users to other WagerLogicLicensees, or to their end users, in order to reconcile the End User Losses.

# **6.****                                              ****EXCLUSIVITY**

## 6.1        Other than expressly set forthherein (including, without limitation, Section 6.2 below), WagerLogic shall bythe only supplier of casino or poker room software in respect of all InternetBased Gaming Businesses offered to the public during the Term by Licensee or byany entity in which one or more of the WPT Group holds a direct or indirect ControlingInterest.

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## 6.2        Save and except as otherwiseexpressly set forth herein, Licensee expressly agrees that it shall not (norshall any entity in which it has a Controlling Interest) use or allow the useof its Trade Marks or other Intellectual Property Rights in such a way toundermine the exclusivity outlined in Section 6.1 above.

## 6.3        The Licensee expressly agreesthat no Poker Skin IP may, at any time during the Term, be used by any thirdparty in connection with the development, branding, marketing, adverstising oroperations of any Internet Based Gaming Business, except with the prior writtenconsent of WagerLogic, and the Licensee expressly acknowledges and agrees toobtain the covenant of any third party licensor of any Poker Skin IP to adhereto the above-referenced restrictions.

## 6.4        Notwithstanding anything hereincontained, it is expressly agreed that the exclusivity covenants provided bythe Licensee under this Article 6 are subject to the following exceptions:

(a)                                  the exclusivity covenants apply to InternetBased Gaming Businesses which offer real money wagering and play, and do notapply in respect of any “play for fun” business or sites;

(b)                                 in the event WagerLogic unilaterallyrestricts the use of its Software in any Jurisdictions, the exclusivitycovenants shall not apply in respect of Internet Based Gaming Businesses solelyin that/those Jurisdictions.

(c)                                  For greater certainty, the exclusivitycovenants shall not apply to any type of free play Internet Based GamingBusiness within the United States.

(d)                                 In the event that the Licensee wishes toaccept End Users from any Restricted Territory, it shall so advise WagerLogic,and in the event that WagerLogic refuses to allow its software to be used bythe Licensee in this manner, the exclusivity covenants contained in thisArticle 6 shall not apply with respect to End Users resident in the subjectRestricted Territory.

# **7.****                                              ****INTELLECTUAL PROPERTY**

## 7.1        WagerLogicIP.

### 7.1.1        Ownership.  Except as expressly provided inthis Agreement, each of the parties acknowledges that all Intellectual PropertyRights in**the Generic Software Application andthe Custom Client Software Application (except to the extent that it containsany of TradeMarks) are exclusively vested, and shall remain vested, inWagerLogic and that no ownership interest in Software is transferred to anyother party hereto by this Agreement.  Inobtaining access to the WagerLogic System, the Licensee is not receiving anyinterest in, or title to,

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### anypart thereof, including but not limited to, hardware, software, operatingWagerLogic Systems, profiling techniques or any other proprietary methodsembodied in the WagerLogic System. The Licensee is prohibited fromsub-licensing, reselling or distributing the Software to any third partywithout the prior written consent of WagerLogic.

## 7.2        LicenseeTrade Marks.  WagerLogic acknowledgesthat the Trade Marks and the Poker Skin IP are exclusively vested, and shallremain vested in the WPT Group or its licensors and that no ownership interestin the Trade Marks or Poker Skin IP is transferred to the WagerLogic Group bythis Agreement.  The WPT Group herebygrants the WagerLogic Group non-exclusive licenses for the Term of thisAgreement to use the Trademarks and the Poker Skin IP solely for the purpose ofperforming their obligations under this Agreement.

## **

# **8.****                                              ****DATA**

## 8.1        Non-ExclusiveLimited License.  Subject to theterms, conditions and limitations set forth in this Agreement, Licensee grantsto WagerLogic, a non-exclusive, non-transferable, non-assignable limitedlicense for the Term of this Agreement to use and process any Gaming Data andEnd-User names, addresses and e-mail addresses solely for the purposes ofperforming its obligations under this Agreement.

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## 8.2        Ownership ofData.  Each of the parties to thisAgreement acknowledges and agrees that in relation to any Data which it mighthold:

### 8.2.1        Gaming Data and End-User Names.  TheLicensee owns all right, title and interest in and to the Gaming Data and allIntellectual Property Rights relating thereto are exclusively vested in the Licenseeshall remain vested therein, and no ownership of such Data is transferred toany other party to this Agreement.

### 8.2.2        Financial Data.  AllFinancial Data and all Intellectual Property Rights relating thereto are, andremain, the property of WagerLogic.

## 8.3        WagerLogic willprovide the other parties hereto (upon reasonable request) with access byelectronic means to the Gaming Data by way of reporting tools within ten (10)days of receiving written notice of such request.

## 8.4        Terminationor Expiration.  Upon termination orexpiration of this Agreement for any reason, the rights and licenses granted bythe Licensee herein shall terminate automatically, and WagerLogic shallimmediately cease using the Gaming Data for any purpose whatsoever.  Notwithstanding the foregoing, Licensee shallbe entitled to continued access to Gaming Data for a period of one (1) monthafter the termination or expiration of this Agreement.   If Licensee is unable, for whatever reason,to get all of the Gaming Data within that one month period, Licensee may payWagerLogic’s reasonable costs to access the Gaming Data.

## 8.5        DataProtection and Privacy.  It isexpressly acknowledged and agreed that certain personal and private informationof End-Users may be collected by the parties hereto in the process of operatingthe Licensee Gaming Sites (the “Personal Data”).  Each party acknowledges and agrees that theuse of Personal Data may be subject to the data protection and privacy laws ofcertain Jursidictions.  To ensurecompliance with such laws, each party shall only use such Personal Data: (i)for the purposes of performing its obligations under this Agreement or anyagreement entered into with the End-User and/or (ii) for the purposes ofperforming any functions to which the consent of the End-Users has beenobtained, and/or (iii) to the extent otherwise permitted by applicablelaw.  When processing such Personal Data,each party will implement appropriate technical and organizational measures toprevent against accidental or unlawful destruction, loss, alteration,disclosure or access using a level of security appropriate to the risksrepresented by the processing and the nature of the data to be protected.

## 8.6        Each party willco-operate with the others in all reasonable respects so as to enable the otherparties to comply with any legal obligation relating to privacy or dataprotection.

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## 8.7        End UserRestrictions.  It is expressly agreedthat the Licensee shall not accept wagers from any individual who is not atleast eighteen (18) years of age (or such other minimum age as required tolegally place bets or wagers in the Jursidictions in which the End Userresides).  The Licensee agrees that itshall not accept wagers from any individual residing in the Jursidictionsslisted on the Schedule 9 hereto (the “Restricted Jurisdictions”).  The Licensee shall have the right, in itssole discretion, to restrict access to the Licensee Gaming Sites in anyjusidiction it chooses, solely at its absolute discretion by the provision ofwritten notice to WagerLogic which may be amended at any time by Licensee.  It is expressly acknowledged and agreed thatWagerLogic does not presently allow its WagerLogic Licensees to accept endusers residing in the United States of America. In the event that WagerLogic wishes to allow any WagerLogic Licensee atany time hereafter to accept end users from the United States of America (the “USEnd Users”), and such US End Users shall participate in play through theWagerLogic Centralized Poker Room, WagerLogic shall provide to the Licenseeninety (90) days prior written notice that US End Users shall be allowed toparticipate in the WagerLogic Centralized Poker Room, and upon receipt of thesaid notice, the Licensee may at any time within sixty (60) days of receivingthe said notice, terminate this Agreement by written notice to WagerLogic witheffect any time prior to the date upon which the US End Users will be allowedto participate in play through the WagerLogic Centralized Poker Room.

# **9.****                                              ****CONFIDENTIALITY**

## 9.1        ConfidentialInformation.  Each party (the “ReceivingParty”) shall protect the confidentiality of any information disclosed orfurnished by any other party hereto (the “Furnishing Party”) or otherwise madeavailable to the Receiving Party in connection with the negotiation, executionor performance of this Agreement (whether in written media or otherwise) (“ConfidentialInformation”), using the same degree of******care that it uses to protect its ownconfidential or proprietary information of a like nature but in no event lessthan a reasonable degree of care. Confidential Information shall remain the property of the FurnishingParty, and the Receiving Party shall not be deemed by virtue of any access tothe Confidential Information of any Furnishing Party to have acquired any rightor interest in or to any such Confidential Information.  For purposes of this Agreement, “ConfidentialInformation” shall also include the existence of this Agreement and anyprovision of this Agreement.

## 9.2        Exceptions.  “Confidential Information” shall not includeany information:  (i) that is alreadyknown to the Receiving Party, without restrictions on use or disclosure, at thetime of its disclosure by the Furnishing Party; (ii) that is or becomes generallyavailable to the public other than as a result of disclosure thereof by theReceiving Party; (iii) that is lawfully received by the Receiving Party,without restrictions on use or disclosure, from a third party that is notitself under any obligation of confidentiality or nondisclosure to theFurnishing Party or any other Person with respect to such information; (iv)that is independently developed by or

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## for the Receiving Party without reference oraccess to the Furnishing Party’s Confidential Information; or (v) that isapproved in writing by the Furnishing Party for use or disclosure.  Any Party relying on any of the foregoingexceptions (i) to (v) shall bear the burden of proof with respect to suchreliance.

## 9.3        Permitted Useand Disclosure.  The Receiving Partyshall use Confidential Information solely for the purposes of this Agreementand shall not otherwise disclose or disseminate any Confidential Information toany third party at any time, except as required by law or any competentregulatory body, or the rules of any relevant stock exchange.  In the event that a party (“Disclosing Party”)is compelled to disclose any Confidential Information relating to any otherparty as the result of any bona fide written order from any government agency,regulatory body, court of law of competent Jursidictions or stock exchange, theDisclosing Party shall endeavour to give no less than five (5) days’ notice tothe other parties of the disclosure to the extent it is able to do so.

## 9.4        UnauthorizedUse or Disclosure.  The ReceivingParty shall notify the Furnishing Party promptly of any unauthorized use ordisclosure of the Furnishing Party’s Confidential Information and shallcooperate with and assist the Furnishing Party in every reasonable way to stopor minimize such unauthorized use or disclosure.

## 9.5        InjunctiveRelief.  If any party commits abreach, or threatens to commit a breach of any of the provisions of thisSection 11, then the party against whom the breach has been committed orthreatened shall have the right to bring an action for injunctive relief or anyother action at law or equity to specifically enforce the terms of this Section9 it being acknowledged and agreed that any such breach, or threatened breach,could cause irreparable injury and that money damages would not provide an adequateremedy to the injured party.

## 9.6        Return orDestruction.  Upon termination orexpiration of this Agreement, each party in possession of another party’sConfidential Information, at the Furnishing Party’s option, shall return ordestroy all Confidential Information of the Furnishing Party that the ReceivingParty does not possess under a valid license and provide an officer’scertificate to the Furnishing Party as to such return or destruction, asapplicable.

## 9.7        Disclosure byECash Direct.  WagerLogic, throughits subsidiary ECash Direct, reserves the right to disclose, but only to theextent necessary to perform this Agreement or as otherwise permitted by thisAgreement, any Financial Data regarding transactions settled through the ECashSystem to:

(a)                                  any acquiring, issuing bank or paymentproviders which settles credit card, debit card, cheque transactions or otherfinancial transactions on behalf of any party hereto and/or End-Users of theWagerLogic System;

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(b)                                 any of the bank card associations which maybe offered as part of the Services at any given time (including, but notlimited to, VISA, MasterCard, Discover and American Express) or creditreporting or authentification companies; and

(c)                                  Any third party processor which providescomputer processing services to the acquiring or issuing bank in respect of theECash System.

## 9.8        Disclosure byWagerLogic.  WagerLogic may use theData for the purpose of disclosing aggregate information to industry tradegroups, provided that such information shall be in a statistical format only,and not discernible as information specifically relating to any party hereto,any End-Users of the Licensee Poker Room or the WagerLogic System, or anyindividual sales transaction in respect of the WagerLogic System.

## 9.9        Announcement.  No announcement, press release or otherdisclosure (an “Announcement”)****shallbe made concerning the contents or subject matter of this Agreement by anyparty hereto without the reasonable written consent of the Licensee andWagerLogic, and provided two (2) days written notice is given to the otherparties of this Agreement, except as required or mandated by law or anyregulatory authority provided that Licensee shall be entitled to speakgenerally to the investment community about the general terms and conditions ofthis Agreement and its related business activities.

## 9.10      This Section 9 shallremain in full force and effect notwithstanding any termination of thisAgreement.

## 9.11      It is expresslyacknowledged and agreed that WagerLogic may require Licensee to be licensed inan Alternative Jursidictions (as set forth in Paragraph 3.9) either as aback-up Jursidictions or in the place and stead of one or more of the Jursidictions.  In the event that either WagerLogic or theLicensee requires that a license be obtained in an Alternative Jursidictions,the following process shall be followed:

(a)                                  WagerLogic shall provide written notice tothe other parties hereto of the requirement for a license in the Alternative Jurisdictions,which notice shall include a discussion of the rationale for requiring theAlternative Jurisdictions; and

(b)                                 upon receiving the notice required by Section9.11(a) above, the Licensee shall seek to obtain the gaming license in theAlternative Jurisdictions as soon as is reasonably and practically possible,and all other parties hereto shall provide any and all such reasonableassistance as may be required therefrom in this regard.  Notwithstanding anything in this Section9.11, in the event that Licensee or the WPT Group reasonable determines, in itssole discretion, that obtaining any

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such license in an Alternative Jurisdictions would either jeopardizethe gaming licenses (or that of Lakes Entertainment, Inc.), have a detrimental effecton Licensee or any of the WPT Group as a public Company (e.g., if auditors willnot approve such Alternative Jurisdictions), then Licensee may terminate thisAgreement upon written notice to WagerLogic.

# **10.****                                       ****TERMINATION**

## 10.1      All Parties.  The WagerLogic Group on the one hand, and theWPT Group on the other hand, shall have the right, without prejudice to theirother rights or remedies, to terminate this Agreement immediately by writtennotice to the other group if any party in the other group:

(a)                                  is in material breach of any of itsobligations under this Agreement and either that breach is either (1) incapableof being cured or (2) remains uncured for sixty(60) 60 days after receivingwritten notice of the breach; or

(b)                                 becomes insolvent or is otherwise unable topay its debts in the ordinary course of business; or

(c)                                  is dissolved (other than by way of are-organization) or otherwise ceases to engage in its normal businessoperations and is unable thereby to fulfill its obligations under thisAgreement.

## 10.2      The WagerLogicGroup.  In addition to any otherremedies provided in this Agreement, any of the WagerLogic Group shall have theright to terminate this Agreement upon written notice to the other parties, oras earlier mandated by law, in the event of any of the following:

(a)                                  Violation of Laws:  immediately in the event that any other partyhereto is guilty of, after any unsuccessful appeal process, violating in thecourse of its performance hereunder, any local, state or federal laws, rulesand regulations pertaining to gambling on the internet provided that suchbreach has not been caused by any of the WagerLogic Group;

(b)                                 Criminal Conviction:  immediately in the event that any principal,officer or director of any other party or any of their Affiliates is convictedin a criminal proceeding and any of the WagerLogic Group reasonably determines,in its sole discretion, that such conviction has harmed the general goodwill orreputation of CryptoLogic or WagerLogic, or the general goodwill of theindustry as a whole;

(c)                                  Unauthorized Access:  immediately in the event of repeated attemptsby any employees or contractors of any party

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controlledby a member of the WPT Group to gain unauthorized access to the WagerLogicSystem after any of the WagerLogic Group has notified the other party inwriting of the attempts and such attempts persist;

(d)                                 Loss of Gaming License: immediately in theevent that the Licensee loses its rights to operate the Licensee Gaming Sites pursuantto any Gaming License; or

(e)                                  Changes In Laws:  immediately in the event that changes tolegislation, regulation or other requirements of any government or governmentalauthority or agency make it illegal or impractical to operate the Licensee PokerRoom as intended by the parties.

(f)                                    Probity: immediately in the event that anyofficer, director, material shareholder or senior executive of the Licensee,the Parent or any Affiliate thereof, fails (in the opinion of WagerLogic, asdetermined in good faith and acting reasonably) any probity review conductedthereon as contemplated in this Agreement.

## 10.3      The Licensee.  In addition to any other remedies provided inthis Agreement, the Licensee shall have the right to terminate this Agreementupon notice to the other parties, or as earlier mandated by law, in the eventof any of the following:

(a)                                  Violation of Laws:  immediately in the event that any of the otherparties hereto is guilty of, after any unsuccessful appeal process of violatingin the course of its performance hereunder, any local, state or federal laws,rules and regulations pertaining to gambling on the internet provided that suchbreach has not been caused by the Licensee;

(b)                                 Criminal Conviction:  immediately in the event that any principal,officer or director of any of the other parties hereto or any of theirAffiliates is convicted in a criminal proceeding and the Licensee reasonablydetermines, in its sole discretion, that such conviction has harmed the generalgoodwill or reputation of the Licensee, or the general goodwill of the industryas a whole;

(c)                                  Gaming License:  on ninety (90) days prior written notice (andsubject to the WagerLogic Parties’ right to cure the subject conduct during theabove-referenced ninety (90) day period), in the event that any of theWagerLogic Parties, or any principal, officer or director of any of the WagerLogicParties does any act which jeopardizes any Gaming License or any other licenseor permission lawfully issued by or under authority of a

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competentauthority in any Jurisdictions permitting the operation of a land-based orinternet gaming business, held by the Licensee or any of its Affiliates(specifically including Lakes Entertainment, Inc.) or jeopardizes therelationship between the WPT Group and its auditors; or immediately in theevent that the Licensee loses its right to operate the Licensee Gaming Sites pursuantto its Gaming License;

(d)                                 In the event of a change in the holder of theControlling Interest of the Parent, the Licensee may, at any time within three(3) months of the said change occurring, terminate this Agreement on thirty(30) days written notice to WagerLogic; provided that in order to exercise thesaid termination right, the Licensee shall pay to WagerLogic an amount equal tothe amount derived by applying the following formula:

(2)x Highest Monthly Revenue Amount x Number of Months Remaining.

For the purposes hereof, thefollowing terms shall have the following meanings:

“Highest Monthly RevenueAmount” means the highest monthly amount earned by WagerLogic (i.e., WagerLogicNet Revenues) as a licensee fee under Article 5 hereof (inclusive of MinimumGuarantee Amounts) in the four (4) Months immediately prior to the Month inwhich the Licensee delivered its termination notice under this Paragraph 10.3(d).

“Number of Months Remaining”means number of full Months remaining in the then current term of thisAgreement had this Agreement not been terminated pursuant to this Paragraph 10.3(d),calculated from the effective date of termination of this Agreement.

(e)                                Probity: immediately in the event that anyofficer, director, material shareholder or senior executive of WagerLogic,Cryptologic or any Affiliate thereof, fails (in the opinion of Licensee, asdetermined in good faith and acting reasonably) any probity review conductedthereon as contemplated in this Agreement.

## 10.4      Termination willnot affect those rights of action, which have accrued prior to that terminationand any obligations which expressly or by implication are intended to come intoor continue in force on or after that termination.

## 10.5      On termination orexpiration of this Agreement for any reason:

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### 10.5.1      The WagerLogic Group shall:

(a)                                  provide the Licensee within ten (10) BusinessDays of the date of termination an electronic copy of all Gaming Data free ofcharge;

(b)                                 cease using any of the Trade Marks and anyand all Gaming Data; and

(c)                                  Close all End User gaming accounts, andreturn all amounts on deposit to End Users.

### 10.5.2      The Licensee shall cease all use of theGeneric Software Application and the Custom Client Software Application andshall return to WagerLogic or destroy all copies of the Generic SoftwareApplication and the Custom Client Software Application (regardless of whatmedium those copies are stored).

### 10.5.3      Therights and licenses granted by License in the Trade Marks, Gaming Data, and End-UserNames herein shall terminate automatically, and WagerLogic shall immediatelycease using them for any purpose whatsoever.

### 10.5.4      Itis expressly agreed that WagerLogic shall not distribute the Net Revenuedistributable hereunder earned during the 30-day period immediately prior tothe date of termination of this Agreement (the “Holdback Amount”), and shallhold such Holdback Amount as security for the payment by the Licensee of anyChargebacks or other losses, costs, liabilities or expenses which may besuffered or incurred by WagerLogic subsequent to the date of termination ofthis Agreement, provided such losses, cost, liabilities or expenses are relatedto the operation of the Licensee Gaming Sites and were the liability of theLicensee to satsify (each a “Post-Termination Liability”). WagerLogic shall,after deducting the amount of any Post Termination Liabilities, pay to theLicensee on the six- month anniversary of the date of termination of thisAgreement, the Holdback Amount.  In theevent that the Post-Termination Liabilities are in excess of the HoldbackAmount, the Licensee shall forthwith pay to WagerLogic any Post-TerminationLiabilities not covered by the Holdback Amount.

# **11.****                                       ****LIABILITY**

## 11.1      No party limitsits liability for death or personal injury arising from its own negligence orfraudulent acts or that of its employees, agents or sub contractors.

## 11.2      Notwithstandinganything herein contained and save and except in respect of the monetaryobligations of the parties set forth herein, the liability of the WagerLogicGroup to the WPT Group, or vice verse, shall not exceed USD $1,000,000 in theaggregate.

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## 11.3      Except asprovided in this Agreement, no party shall be liable to the other for any:

(a)                                  indirect or consequential loss or damages; or

(b)                                 Loss of business or profits, whether arisingfrom negligence, breach of contract or otherwise.

## 11.4      Notwithstandinganything herein contained, including without limitation, the provisions ofParagraph 3.4(a) heerof, WagerLogic shall have no liability during any periodof downtime of the WagerLogic System and/or the Licensee’s equipment or duringdelays in the providing of the Services or for any loss of Data caused by orresulting from:

(a)                                  failure in the internet, computers orcomputer-related equipment not maintained by WagerLogic;

(b)                                 computers, computer-related equipment orsoftware used by WagerLogic in the performance of its obligations hereunderbeing taken down or made inoperable pursuant to a request by the Licensee;

(c)                                  any defects or changes in software owned orlicensed by the Licensee from third parties and not approved by WagerLogic; or

(d)                                 Any act categorized and defined as “forcemajeure” pursuant to Section 14.4 of this Agreement.

# **12.****                                       ****THE CRYPTOLOGIC GUARANTEE**

## 12.1      CryptoLogicguarantees to the WPT Group due and punctual payment and performance of all theobligations of WagerLogic arising under this Agreement and shall be bound bythe Parental Guarantee as set forth attached hereto as Schedule 10  ,and incorporated by reference herein.

# **13.****                                       ****PARENT GUARANTEE**

## 13.1      The guarantees tothe WagerLogic Group due and punctual payment and performance of all theobligations of the Licensee arising under this Agreement and shall be bound bythe Parental Guarantee as set forth attached hereto as Schedule 11, andincorporated by reference herein.

# **14.****                                       ****MISCELLANEOUS TERMS**

## 14.1      No Assignmentor Subcontracting. Except as otherwise provide herein, none of the partiesmay assign, novate, sub-license, transfer, sub-contract or

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## otherwise dispose of any of its rights,assets or obligations created under this Agreement without the prior consent ofthe others acting reasonably and without delay; save and except that WagerLogicmay assign its rights and obligations hereunder to a third party within theCryptoLogic group of companies, as part of an internal reorganziation.  This Agreement shall enure to the benefit of,and be binding upon, the Successors and Assigns of each party hereto. It isexpressly acknowledged that WagerLogic’s subsidiary Ecash Direct may be woundup into WagerLogic at some time during the Term.

## 14.2      Governing Lawand Arbitration. ** **This Agreement shall be governed byand construed in accordance with the laws of England and Wales without givingeffect to any choice or conflict of law provision or rule that would cause theapplication of any laws of any Jursidictions other than that of England andWales.  Any dispute, claim or controversyarising out of or related to this Agreement shall be resolved solely andexclusively by binding arbitration in accordance with the CommercialArbitration Rules of the American Arbitration Association. All arbitrationproceedings, including all notices sent, filings made and testimony anddocumentary evidence, shall be in the English language and take place in London,England.

## 14.3      Relationship.  Nothing contained in this Agreement shall bedeemed to create a partnership, joint venture or agency between the parties orbe deemed to authorize any party (except as expressly permitted by thisAgreement) to incur liabilities or obligations binding on another party.

## 14.4      Force Majeure.

### 14.4.1      A party shall not be liable for any failureto perform its obligations under this Agreement if that failure is beyond thereasonable control of that party including as a direct result of acts of God,nature, a federal, state or local governmental agency, war, civil disturbance,the inability or refusal of a common carrier to provide communicationscapabilities or of an arm’s length third party provider to continue to provideservice (an “Event of Force Majeure”) provided that:

(a)                                  the affected party could not have avoided theeffect of the Event of Force Majeure by taking precautions which, having regardto all matters known to it before the occurrence of the Event of Force Majeureand all relevant factors, it ought reasonably to have taken but did not take;and

(b)                                 the affected party has used reasonableendeavours to mitigate the effect of the Event of Force Majeure and to carryout its obligations under this Agreement in any other way that is reasonablypracticable.

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### 14.4.2      The affected party shall promptly notify theother parties of the nature and extent of the circumstances giving rise to theEvent of Force Majeure.

### 14.4.3      If the Event of Force Majeure inquestion prevails for a continuous period in excess of three Months after thedate on which it began, any non-affected party may give notice to the affectedparty terminating this Agreement.  Thenotice to terminate must specify the terminate date, which must be not lessthan 30 clear days after the date on which the notice to terminate isgiven.  Once a notice has been validlygiven, this Agreement will terminate on the termination date set out in thenotice.

## 14.5      Notices.

### 14.5.1      Anynotice or other document to be served under this Agreement to another partyshall be in writing and delivered or sent by prepaid first class recorded airmail or facsimile to such party at its address set forth below or such otheraddress as the party may specify by written notice to the parties of this Agreement:

If to any member of the WagerLogic Group, to:

Attn:General Manager

WagerLogicLimited

NimeliCourt 41 - 49 Agiou Nicolaou Street

BlockA 3rd Floor Engomi, 2408 Nicosia, Cyprus

Telephone:            +357 22311737

Facsimile:               +357 22313916

With a copy to:

Attn:General Counsel

CryptoLogicInc.55 St. Clair Avenue, West

3rdFloor Toronto, OntarioCanadaM4V 2Y7

Telephone:+1 416 545 1455

Facsimile:  +1 416 545 1454

If to any member of the WPTGroup, to:

Attn:Mr. Peter Hughes, COO

WPTEnterprises, Inc., Suite #350

LosAngeles, CA 90036

Telephone:(323)330-9844

Facsimile: (323)330-9902

With a copy to:

Attention:Adam Pliska, General Counsel

WPTEnterprises, Inc., Suite #350

Los Angeles, CA 90036

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Telephone:(323)330-9844

Facsimile: (323)330-9902

### 14.5.2      Anynotice, document or other communication shall be deemed to have been delivered (a)if delivered, at the time of delivery; or (b) if posted, at 10.00 a.m., Englishtime on the tenth Business Day after it was put into the post; or (c) if sentby facsimile at the expiration of two hours after the time of dispatch if dispatchedbefore 12.00 p.m., England time (at the place the facsimile was transmitted to)on any Business Day, and in any other case at 10.00 a.m., England time on thenext Business Day after the date of dispatch.

# **15.****                              ****WAIVER**

A waiver (whether express orimplied) by one of the parties of any of the provisions of this Agreement or ofany breach of or default by the other party in performing any of thoseprovisions shall not constitute a continuing waiver and that waiver shall notprevent the waiving party from subsequently enforcing any of the provisions ofthis Agreement not waived or from acting on any subsequent breach of or defaultby the other party under any of the provisions of this Agreement.

# **16.****                              ****AMENDMENTS**

Any amendment, waiver orvariation of this Agreement shall not be binding on the parties unless set outin writing, expressed to amend this Agreement and signed by or on behalf ofeach of the parties.

# **17.****                              ****SEVERABILITY**

The invalidity, illegalityor unenforceability of any of the provisions of this Agreement shall not affectthe validity, legality and enforceability of the remaining provisions of thisAgreement.

# **18.****                              ****ENTIREAGREEMENT**

This Agreement and thedocuments referred to in it contain the entire agreement between the partiesrelating to the subject matter of this Agreement and supersede all previousagreements between the parties relating to that subject matter.  Each of the parties acknowledges that inagreeing to enter into this Agreement it has not relied on any representation,warranty or other assurance except those set out in this Agreement.

# **19.****                              ****FURTHERASSURANCE**

Each party shall (i) performany further acts and execute and deliver any further documents which may bereasonably necessary to carry out the provisions of this Agreement and (ii) atall times act in good faith so as to preserve for the other parties thebenefits intended under this Agreement.

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# **20.****                              ****INDEMNIFICATION**

Subject to Section 11, theparties agree as follows:

## 20.1      The WPT Group.The WPT Group agrees to defend, indemnify, protect, save and hold harmless theWagerLogic Group, as well as their directors, officers, employees and agents,against any and all liabilities, claims, demands, suits, actions, causes ofaction, proceedings, judgments, awards and costs, including reasonable attorney’sfees and expenses, arising out of or related to any claim, whether grounded incontract, tort, strict liability or otherwise, arising out of (i) the WPT Group’sperformance of this Agreement or breach or violation of any duty, obligation,warranty or representation made hereunder, and (ii) a breach of theIntellectual Property Rights of any third party associated with thedevelopment, licensing and use of the Special Functionality; provided that indemnifiedparties shall not have any right to be indemnified hereunder for their ownrecklessness, gross negligence or wilful misconduct.

## 20.2      The WagerLogicGroup.  The WagerLogic Group agreesto defend, indemnify, protect, save and hold harmless the WPT Group, as well astheir directors, officers, employees and agents, against any and allliabilities, claims, demands, suits, actions, causes of action, proceedings,judgments, awards and costs, including reasonable attorney’s fees and expenses,arising out of or related to any claim, whether grounded in contract, tort,strict liability or otherwise, based in whole or in part, arising out of any ofthe WagerLogic Group’s performance of this Agreement or breach or violation ofany duty or obligation or warranty and representation made hereunder; providedin each case that the indemnified parties shall not have any right to beindemnified hereunder for their own recklessness, gross negligence or wilfulmisconduct.  Notwithstanding anythingherein contained, it is expressly agreed that WagerLogic shall have noliability whatsoever to the WPT Group in the event that the development,licensing or use of the Special Functionality infringes the IntellectualProperty Rights of any third party.

## 20.3      Procedure.  Subject to Section 11, whenever anyparty (“the Indemnifier”) is required to indemnify another party (“theIndemnified”) under this Agreement, the Indemnified shall:

(a)                                  notify the Indemnifier in writing forthwithupon becoming aware of any matter or claim to which the indemnity relates;

(b)                                 not make any admission or settlement inrespect of such matter or claim without the prior consent of the Indemnifier(such consent not to be unreasonably withheld or delayed); and

(c)                                  allow the Indemnifier to appoint legal advisersof its choice and to conduct and/or settle negotiations and/or proceedingsrelating to such matter or claim and the Indemnified shall comply with theIndemnifier’s reasonable request in the conduct

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ofany negotiations and/or proceedings provided the Indemnified’s costs are met bythe Indemnifier.

# **21.****                              ****COUNTERPARTS**

This Agreement may be signedin two or more counterparts (which may be facsimile copies), each of whichshall be deemed an original, but all of which together shall constitute thesame instrument.

# **22.****                              ****COSTS**

Except as provided forelsewhere in this Agreement, each of the parties to this Agreement shall payits own costs (including all liabilities, losses, damages, costs (includinglegal costs) and expenses (including taxation), in each case of any naturewhatsoever) incurred in connection with the negotiation, preparation and performanceof this Agreement.

# **23.****                              ****PRE-INCORPORATIONCONTRACT**

It is expressly acknowledged that the Licensee is ayet to be incorporated company under the laws of Malta. The Parent herebyagrees that it shall forthwith take any and all such steps as may be necessaryin order to incorporate the Licensee pursuant to the laws of Malta, and shalladvise WagerLogic in writing forthwith upon the Licensee becoming incorporated.Upon the Licensee becoming incorporated, the Licensee shall in writing confirmthe assumption of all of the liabilities and obligations of the Licenseehereunder. Until such time as the Licensee becomes incorporated, the Parentshall be bound and responsible for all of the obligations of the Licenseehereunder. Furthermore, it is expressly agreed that should it be so required inorder to obtain a Gaming License in Curacao, the Licensee shall incorporate awholly-owned Curacao subsidiary (the “Curacao Co”). In such event, should anyinternet gaming activities related to any Licensee Gaming Site take place ongaming servers located in Curacao at any time during the Term, it is expresslyagreed that the Curacao Co. shall act as the operator in respect of the gamingactivity, and the Licensee shall be jointly and severally liable with theCuracao Co. hereunder in respect of any such gaming activity. It is expresslyacknowledged that the Curacao Co. is yet to be incorporated as a company underthe laws of Curacao. The Parent hereby agrees that it shall forthwith take anyand all such steps as may be necessary in order to incorporate the CuracaoCompany pursuant to the laws of Curacao, and shall advise WagerLogic in writingforthwith upon the Curacao Co. becoming incorporated. Upon the Curacao Co.becoming incorporated, the Curacao Co. shall in writing confirm the assumptionof all of the liabilities and obligations of the Curacao Co. hereunder. Untilsuch time as the Curacao Co. becomes incorporated, the Parent shall be boundand responsible for all of the obligations of the Curacao Co. hereunder.

# **24.****                              ****RIGHTS OFFIRST REFUSAL**

During the Term of thisAgreement, Licensee shall propose any self-initiated online-sponsorship dealsit intends to offer to any third party which are solely made in connection withreal-money Internet Based Gaming Businesses (“Proposed Online Sponsorship Deal”)to WagerLogic before entering into such Proposed Online

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Sponsorship Deal with a third party (i.e., a party outsidethe WagerLogic network).  WagerLogicshall have Ten (10) days from the date of the proposal to accept the terms ofsuch Proposed Online Sponsorship Deal after which time Licensee shall be freeto offer such opportunity to any other party (the “Third-Party PotentialPartner”), provided that if the material terms of the offer to the Third-PartyPotential Partner are more favourable to the Third-Party Potential Partner thanthe terms set forth in the original Proposed Online Sponsorship Deal,WagerLogic shall have Five (5) days to accept the deal on terms that match theoffer to the Third-Party Potential Partner. Notwithstanding anything to the contrary, this Section 24 shall solelyapply to deals related to sponsorship deals in conjunction with real-moneywagering solely in jurisdictions where WagerLogic accepts wagers at the timethe Proposed Online Sponsorship Deal is offered.

**(Signature Page on Next Page)**

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**IN WITNESS WHEREOF** the parties have executed this Agreement as of the date above firstwritten.

 
| **WAGERLOGIC LIMITED** |
|------------------------|
| ** **             |
| By:                    | /s/ AJ Slivinsky |   |
|                   | Name: | AJ Slivinsky |   |
|                   | Title: | Managing  Director |   |
|                        |  |  |  |  |

 
| **CRYPTOLOGIC INC.** |
|----------------------|
| ** **           |
| By:                  | /s/ Stephen Taylor |   |
|                 | Name: | Stephen Taylor |   |
|                 | Title: | Cheif Financial  Officer |   |
|                      |  |  |  |  |

 
| **WPT ENTERPRISES, MALTA** |
|----------------------------|
| ** **                 |
| By:                        | /s/ Adam J. Pliska |   |
|                       | Name:  Adam J. Pliska |   |
|                       | Title: Director |   |

 
| **WPT ENTERPRISES INC.** |
|--------------------------|
| ** **               |
| By:                      | /s/ Adam J. Pliska |   |
|                     | Name:  Adam J. Pliska |   |
|                     | Title:  General Counsel and  Secretary to the Board of Directors. |   |

 

44

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**SCHEDULE 1**

**Schedule 1- Progressive Jackpot Participation**

The following agreement between Licensee andWagerLogic describes the terms and conditions with respect to the set up andparticipation in shared jackpot games.

**Definitions:**

**Reset Fund**

Apercentage of each jackpot wager is placed into this fund to cover the initialvalue of the jackpot. Reset fund contribution percentage is calculated based onthe number of bets that a user needs to statistically get a jackpot and theinitial value of the jackpot.

**Pool Fund**

Apercentage of each wager is placed into this fund to generate the jackpot prizepool. The amount of a particular jackpot depends on the accumulated value inthe pool fund plus the initial value of the jackpot. Games that payintermediate jackpot prizes, such as Spice Island Poker, have such prizes paidfrom the pool fund. If after such a payout then the initial value of thejackpot will be obtained from the reset fund.

**List of Games**

***Table 1: Game Listing with Minimum and Maximum Wagers***
| Game Name                           | ** ** | **Minimum  Wager**  | ** ** | **Maximum  Wager**  | ** ** | **Game Type**           |
|-------------------------------------|------------|---------------------|------------|---------------------|------------|-------------------------|
| Caribbean Stud  Poker (SP & MP) |       | £1             |       | £1500          |       | Card Game               |
| 25c Super  Jackpot VP/MHVP/BVP      |       | £0.25          |       | £12.50         |       | Video Poker             |
| £1 Super Jackpot  VP/MHVP/BVP  |       | £1             |       | $50                 |       | Video Poker             |
| Keno                                |       | 25p                 |       | £1             |       | Video Keno              |
| Blackjack                           |       | £1             |       | £5000          |       | Card Game               |
| Dolphin King                        |       | £0.05 per line |       | £5 per line    |       | Rapid Fire Slots        |
| Northern Lights                     |       | £0.05 per line |       | £5 per line    |       | Rapid Fire Slots        |
| Salsa                               |       | £0.05 per line |       | £5 per line    |       | Rapid Fire Slots        |
| Sirens                              |       | £0.05 per line |       | £5 per line    |       | Rapid Fire Slots        |
| Mr. Rich                            |       | £0.05 per line |       | £5 per line    |       | Rapid Fire Slots        |
| Mad Professor                       |       | £0.05 per line |       | £5 per line    |       | Rapid Fire Slots        |
| Dr. Love                            |       | £0.05 per line |       | £5 per line    |       | Rapid Fire Slots        |
| Coral Cash                          |       | £0.05 per line |       | £5 per line    |       | Rapid Fire Slots        |
| Witches &  Warlocks             |       | £0.01 per line |       | £5 per line    |       | Frightmare Slot Machine |
| Zone of the  Zombie                 |       | £0.01 per line |       | £5 per line    |       | Frightmare Slot Machine |
| Vampire Bats                        |       | £0.01 per line |       | £5 per line    |       | Frightmare Slot Machine |
| Ghost Rider                         |       | £0.01 per line |       | £5 per line    |       | Marvel Slot Machine     |
| Elektra                             |       | £0.01 per line |       | £5 per line    |       | Marvel Slot Machine     |
| Iron Man                            |       | £0.01 per line |       | £5 per line    |       | Marvel Slot Machine     |
| Blade                               |       | £0.05 per line |       | £5 per line    |       | Marvel Slot Machine     |
| The Punisher                        |       | £0.05 per line |       | £5 per line    |       | Marvel Slot Machine     |
| The Hulk                            |       | £0.05 per line |       | £5 per line    |       | Marvel Slot Machine     |
| Daredevil                           |       | £0.05 per line |       | £5 per line    |       | Marvel Slot Machine     |
| Silver Surfer                       |       | £0.05 per line |       | £5 per line    |       | Marvel Slot Machine     |
| Thor                                |       | £0.05 per line |       | £5 per line    |       | Marvel Slot Machine     |
| X-Men                               |       | £0.05 per line |       | £5 per line    |       | Marvel Slot Machine     |
| Shoot-O-Rama                        |       | £0.25 per line |       | £0.25 per line |       | Slot Machine            |
| Rags To Riches                      |       | £0.01 per line |       | £20 per line   |       | Slot Machine            |
| Millionaires  Club                  |       | £0.10 per line |       | £20 per line   |       | Slot Machine            |
| 25c Triple  Olives                  |       | £0.25          |       | £0.75          |       | Slot Machine            |
| £1 Triple Olives               |       | £1             |       | £3             |       | Slot Machine            |

 

45

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***Table 2: Game ID’s and Sub-Game ID’s***
| Game Name                           | ** ** | **Game ID** | ** ** | **Sub Game ID** | ** ** | **Game Type**           |
|-------------------------------------|------------|-------------|------------|-----------------|------------|-------------------------|
| Caribbean Stud  Poker (SP & MP) |       | 4           |       | n/a             |       | Card Game               |
| 25c Super  Jackpot VP/MHVP/BVP      |       | 5           |       | 5               |       | Video Poker             |
| £1 Super Jackpot  VP/MHVP/BVP  |       | 5           |       | 12              |       | Video Poker             |
| Keno                                |       | 34          |       | n/a             |       | Video Keno              |
| Blackjack                           |       | 66          |       | n/a             |       | Card Game               |
| Dolphin King                        |       | 97          |       | 64              |       | Rapid Fire Slots        |
| Northern Lights                     |       | 97          |       | 61              |       | Rapid Fire Slots        |
| Salsa                               |       | 97          |       | 66              |       | Rapid Fire Slots        |
| Sirens                              |       | 97          |       | 62              |       | Rapid Fire Slots        |
| Mr. Rich                            |       | 97          |       | 01              |       | Rapid Fire Slots        |
| Mad Professor                       |       | 97          |       | 03              |       | Rapid Fire Slots        |
| Dr. Love                            |       | 97          |       | 65              |       | Rapid Fire Slots        |
| Coral Cash                          |       | 97          |       | 63              |       | Rapid Fire Slots        |
| Witches &  Warlocks             |       | 42          |       | 1               |       | Frightmare Slot Machine |
| Zone of the  Zombie                 |       | 42          |       | 2               |       | Frightmare Slot Machine |
| Vampire Bats                        |       | 42          |       | 3               |       | Frightmare Slot Machine |
| Ghost Rider                         |       | 89          |       |            |       | Marvel Slot Machine     |
| Elektra                             |       | 89          |       |            |       | Marvel Slot Machine     |
| Iron Man                            |       | 89          |       |            |       | Marvel Slot Machine     |
| Blade                               |       | 89          |       |            |       | Marvel Slot Machine     |
| The Punisher                        |       | 89          |       |            |       | Marvel Slot Machine     |
| The Hulk                            |       | 89          |       |            |       | Marvel Slot Machine     |
| Daredevil                           |       | 89          |       |            |       | Marvel Slot Machine     |
| Silver Surfer                       |       | 89          |       |            |       | Marvel Slot Machine     |
| Thor                                |       | 89          |       |            |       | Marvel Slot Machine     |
| X-Men                               |       | 89          |       |            |       | Marvel Slot Machine     |
| Shoot-O-Rama                        |       | 25          |       | n/a             |       | Slot Machine            |
| Rags To Riches                      |       | 33          |       | n/a             |       | Slot Machine            |
| Millionaires  Club                  |       | 60/82       |       | n/a             |       | Slot Machine            |
| 25c Triple  Olives                  |       | 3           |       | 17              |       | Slot Machine            |
| £1 Triple Olives               |       | 3           |       | 18              |       | Slot Machine            |

 

**Setup Information**

Thejackpot is set up as a shared jackpot with WagerLogic as the underwriter. TheLicensee shares this jackpot with the other participating WagerLogic Licensees.The Licensee makes contributions to the reset fund and pool fund. If a playerof any WagerLogic Licensee hits a jackpot, the pool fund will fully cover thewinnings and the reset fund will cover the initial value.

Contributionsto the reset fund and the pool fund are held by WagerLogic to satisfy thefuture settlement requirements of progressive jackpots. Under no circumstanceswill contributed funds be refunded to the Licensee.

**InitiatingParticipation in a Shared Jackpot**

WagerLogic will allow the Licensee to participate in shared progressivejackpot program under the following conditions:

a) Provided that the Licensee is good standing under the terms of theLicense

46

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Agreement; and

b) The Licensee meets the casino softwareversion requirements for the jackpot.

**How theJackpot is****funded*****(Table 3)***
| ** **                         | ** ** | **Initial  Jackpot Value** | ** ** | **Source of funds  to the Jackpot** | ** ** | **Reset fund  contribution** | ** ** | **Pool Fund  contribution** | ** ** | **Total deducted from  Casino Earnings  (C+D)** |
|------------------------------------|------------|----------------------------|------------|-------------------------------------|------------|------------------------------|------------|-----------------------------|------------|-------------------------------------------------|
| ** **                         | ** ** | **A**                      | ** ** | **B**                               | ** ** | **C**                        | ** ** | **D**                       | ** ** | **E**                                           |
| Caribbean Stud Poker (SP & MP) |       | 100000/50000               |       | % of original bet                   |       | 20/10%                       |       | 70%                         |       | 80% - 90%                                       |
| 25c Super Jackpot VP/MHVP/BVP      |       | 1000                       |       | % of original bet                   |       | 2.5%                         |       | 1%                          |       | 3.5%                                            |
| £1 Super Jackpot VP/MHVP/BVP  |       | 4000                       |       | % of original bet                   |       | 2.5%                         |       | 1%                          |       | 3.5%                                            |
| Keno                               |       | 100000                     |       | % of original bet                   |       | 2%                           |       | 5%                          |       | 7.0%                                            |
| Blackjack                          |       | 50000                      |       | % of original bet                   |       | 18%                          |       | 70%                         |       | 88%                                             |
| Dolphin King                       |       | 500                        |       | % of original bet                   |       | 3.3%                         |       | 1.7%                        |       | 5%                                              |
| Northern Lights                    |       | 500                        |       | % of original bet                   |       | 3.3%                         |       | 1.7%                        |       | 5%                                              |
| Salsa                              |       | 500                        |       | % of original bet                   |       | 3.3%                         |       | 1.7%                        |       | 5%                                              |
| Sirens                             |       | 500                        |       | % of original bet                   |       | 3.3%                         |       | 1.7%                        |       | 5%                                              |
| Mr. Rich                           |       | 500                        |       | % of original bet                   |       | 3.3%                         |       | 1.7%                        |       | 5%                                              |
| Mad Professor                      |       | 500                        |       | % of original bet                   |       | 3.3%                         |       | 1.7%                        |       | 5%                                              |
| Dr. Love                           |       | 500                        |       | % of original bet                   |       | 3.3%                         |       | 1.7%                        |       | 5%                                              |
| Coral Cash                         |       | 500                        |       | % of original bet                   |       | 3.3%                         |       | 1.7%                        |       | 5%                                              |
| Witches & Warlocks             |       | 250/2500                   |       | % of original bet                   |       | 1.5%                         |       | 1-1.5%                      |       | 2.5% - 3.0%                                     |
| Zone of the Zombie                 |       | 250/2500                   |       | % of original bet                   |       | 1.5%                         |       | 1-1.5%                      |       | 2.5% - 3.0%                                     |
| Vampire Bats                       |       | 250/2500                   |       | % of original bet                   |       | 1%                           |       | 1-1.5%                      |       | 2.0% - 2.5%                                     |
| Ghost Rider                        |       | 50/500/5000                |       | % of original bet                   |       | 1%                           |       | 1%                          |       | 2%                                              |
| Elektra                            |       | 50/500/5000                |       | % of original bet                   |       | 1%                           |       | 1%                          |       | 2%                                              |
| Iron Man                           |       | 50/500/5000                |       | % of original bet                   |       | 1%                           |       | 1%                          |       | 2%                                              |
| Blade                              |       | 50/500/5000                |       | % of original bet                   |       | 1%                           |       | 1%                          |       | 2%                                              |
| The Punisher                       |       | 50/500/5000                |       | % of original bet                   |       | 1%                           |       | 1%                          |       | 2%                                              |
| The Hulk                           |       | 50/500/5000                |       | % of original bet                   |       | 1%                           |       | 1%                          |       | 2%                                              |
| Daredevil                          |       | 50/500/5000                |       | % of original bet                   |       | 1%                           |       | 1%                          |       | 2%                                              |
| Silver Surfer                      |       | 50/500/5000                |       | % of original bet                   |       | 1%                           |       | 1%                          |       | 2%                                              |
| Thor                               |       | 50/500/5000                |       | % of original bet                   |       | 1%                           |       | 1%                          |       | 2%                                              |
| X-Men                              |       | 50/500/5000                |       | % of original bet                   |       | 1%                           |       | 1%                          |       | 2%                                              |
| Shoot-O-Rama                       |       | 20000                      |       | % of original bet                   |       | 8.5%                         |       | 5%                          |       | 13.5%                                           |
| Rags To Riches                     |       | 100000                     |       | % of original bet                   |       | 6%                           |       | 4%                          |       | 10%                                             |
| Millionaires Club                  |       | 175000                     |       | % of original bet                   |       | 1.5%                         |       | 5%                          |       | 6.5%                                            |
| 25c Triple Olives                  |       | 1250                       |       | % of original bet                   |       | 2%                           |       | 5%                          |       | 7%                                              |
| £1 Triple Olives              |       | 5000                       |       | % of original bet                   |       | 2%                           |       | 5%                          |       | 7%                                              |

 

TheLicensee will be notified in case of any changes to the funding of a jackpot(structure, percentage or otherwise) from that shown in *Table 3*above.

**Payment of funds**

TheLicensee will pay to WagerLogic an amount for the pool fund and an amount forthe reset fund for every jackpot that they participate in. The amounts payablewill be deducted in accordance with the License Agreement.

The amounts payable by theLicensee will be calculated by WagerLogic according to the levels indicated in *Table 3.*

**Reporting Information**

TheLicensee will receive two reports on a daily basis: a Contribution Fund Reportand a Jackpot Payout Report.

TheContribution Fund Report identifies the amount of money contributed to the “jackpot”by the Licensee.

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Specificationsfor the Contribution Fund Report

 
| Fieldname                | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Jackpot Key              | ** ** | **Jackpot  key is a seven digit identifier that reads as follows:**  1st two  digits: identifies the currency

3rd to 4th digits: identifies the game type 5th to 7th digits: jackpot sub-number

 

**Game  Type and sub-number Legend** Game type 4 specifies Caribbean Stud  Poker  (SP & MP)

Game type 5 and sub-number  5 specifies 25c Super Jackpot VP/MHVP/BVP

Game type 5 and sub-number  12 specifies £1 Super  Jackpot VP/MHVP/BVP

Game type 34 specifies Keno

Game type 66 specifies  Blackjack

Game type 97 and sub-number  64 specifies Dolphin King

Game type 97 and sub-number  61 specifies Northern Lights

Game type 97 and sub-number  66 specifies Salsa

Game type 97 and sub-number  62 specifies Sirens

Game type 97 and sub-number  1 specifies Mr. Rich

Game type 97 and sub-number  3 specifies Mad Professor

Game type 97 and sub-number  65 specifies Dr. Love

Game type 97 and sub-number  63 specifies Coral Cash

Game type 42 and sub-number  1 specifies Witches & Warlocks

Game type 42 and sub-number  2 specifies Zone of the Zombie

Game type 42 and sub-number  3 specifies Vampire Bats

Game type 40 and sub-number  1 specifies Ghost Rider

Game type 40 and sub-number  3 specifies Elektra

Game type 40 and sub-number  2 specifies Iron Man

Game type 89 and sub-number  3 specifies Blade

Game type 89 and sub-number  5 specifies The Punisher

Game type 89 and sub-number  1 specifies The Hulk

Game type 89 and sub-number  4 specifies Daredevil

Game type 89 and sub-number  7 specifies Silver Surfer

Game type 89 and sub-number  6 specifies Thor

Game type 89 and sub-number  2 specifies X-Men

Game type 25 specifies  Shoot-O-Rama

Game type 33 specifies Rags  To Riches

Game type 60/82 specifies  Millionaires Club

Game type 3 and sub-number  17 specifies 25c Triple Olives

Game type 3 and sub-number  18 specifies £1 Triple  Olives |
|                     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Reset  Fund Contribution | ** ** | This number represents the  amount of money that was contributed to this fund during the specified  24-hour period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                     | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Pool  Fund  Contribution | ** ** | This number represents the  amount of money that was contributed to this fund during the specified  24-hour period.

A negative number may occur  if the value of prizes paid out to users that  day exceeds the value of funds contributed by the users to the pool. This may  occur when a player hits the jackpot or when funds are paid out as a result  of intermediate prizes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                     | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Difference               | ** ** | Dollar value of finds that  should he deducted from casino’s total daily earnings to satisfy Reset Fund  and Pool Fund requirements. Sum of two numbers (Reset Fund Contribution plus  Pool Fund Contribution). A negative number may occur if the value of prizes  paid out to users that day exceeds the value of funds contributed by the  users to the Pool Fund plus the value contributed to the Reset Fund. From an  accounting perspective, a negative number represents funds paid to the  Licensee. In the long run, the accumulated value of ‘Difference’ approaches  zero.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                     | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Pool                     | ** ** | Dollar value of the jackpot  at midnight of the previous day.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

TheJackpot Payout report identifies jackpot winners.

48

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Specifications for theJackpot Payout Report:
| Fieldname  | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Date/Time  | ** ** | Date and time that the player hit the  jackpot.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| User ID    | ** ** | User ID of the player that hit the jackpot.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| User Name  | ** ** | User Name of the player that hit the  jackpot.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Amount won | ** ** | Amount of money in the jackpot that was won  by the player.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| Game ID    | ** ** | The identification code of the game where  the jackpot was won.  This is a seven-digit identification number.

1st two digits: identifies the merchant  3rd to 4th digits: identifies the game  type  5th to 7th digits: jackpot sub-number

**Game Type and sub-number Legend** Game type 4 specifies Caribbean Stud  Poker  (SP & MP)

Game type 5 and sub-number 5 specifies 25c  Super Jackpot VP/MHVP/BVP

Game type 5 and sub-number 12 specifies £1 Super Jackpot VP/MHVP/BVP

Game type 34 specifies Keno

Game type 66 specifies Blackjack

Game type 97 and sub-number 64 specifies  Dolphin King

Game type 97 and sub-number 61 specifies  Northern Lights

Game type 97 and sub-number 66 specifies  Salsa

Game type 97 and sub-number 62 specifies  Sirens

Game type 97 and sub-number 1 specifies Mr. Rich

Game type 97 and sub-number 3 specifies Mad  Professor

Game type 97 and sub-number 65 specifies Dr.  Love

Game type 97 and sub-number 63 specifies  Coral Cash

Game type 42 and sub-number 1 specifies  Witches & Warlocks

Game type 42 and sub-number 2 specifies Zone  of the Zombie

Game type 42 and sub-number 3 specifies  Vampire Bats

Game type 40 and sub-number 1 specifies  Ghost Rider

Game type 40 and sub-number 3 specifies  Elektra

Game type 40 and sub-number 2 specifies Iron  Man

Game type 89 and sub-number 3 specifies  Blade

Game type 89 and sub-number 5 specifies The  Punisher

Game type 89 and sub-number 1 specifies The  Hulk

Game type 89 and sub-number 4 specifies  Daredevil

Game type 89 and sub-number 7 specifies  Silver Surfer

Game type 89 and sub-number 6 specifies Thor

Game type 89 and sub-number 2 specifies  X-Men

Game type 25 specifies Shoot-O-Rama

Game type 33 specifies Rags To Riches

Game type 60/82 specifies Millionaires Club

Game type 3 and sub-number 17 specifies 25c  Triple Olives

Game type 3 and sub-number 18 specifies £1 Triple Olives

**Shared Jackpot Key (digits 3 to  7)**

004000 for Caribbean Stud Poker  (SP & MP)

005005 for 25c Super Jackpot VP/MHVP/BVP

005012 for £1 Super Jackpot VP/MHVP/BVP

034000 for Keno

002000 for Blackjack

077000 for Dolphin King

077000 for Northern Lights

077000 for Salsa

077000 for Sirens

077000 for Mr. Rich

077000 for Mad Professor

077000 for Dr. Love

077000 for Coral Cash

042000 for Witches & Warlocks

042000 for Zone of the Zombie

042000 for Vampire Bats

089000 for Ghost Rider

089000 for Elektra

089000 for Iron Man

089000 for Blade

089000 for The Punisher

089000 for The Hulk

089000 for Daredevil

089000 for Silver Surfer

089000 for Thor

089000 for X-Men

250004 for Shoot-O-Rama

033000 for Rags To Riches

060000 for Millionaires Club

003017 for 25c Triple Olives

003018 for £1 Triple Olives |

 

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Thereports will normally be available on a daily basis between 8:20 and 8:30 EST.

**Right to Publish Jackpot Winner Information**

WagerLogic reserves the right to publish the following information pertainingto any jackpot win:

·                  The name of any jackpot winner;

·                  The name of the participating casino wherethe jackpot win occurred;

·                  The date and time of the jackpot win; and

·                  The amount of the jackpotwin.

This information will be provided to all participating Casinos.

All participating Casinoshave the right to publish this information.

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**SCHEDULE 2**

The World Poker Tour®, WPT® andWorld Poker Tour Logo & Design® and other trademarks at Licensee may designatefrom time to time.

51

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**SCHEDULE3**

 

Multi-HandBlackjack 

SinglePlayer European Enhanced Roulette 

Millionaire’sClub Nine Line Slot

Bejewelled

The Hulk

52

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**SCHEDULE4**

 

ALDERNEY

UNITEDKINGDOM

GIBRALTER

ISLEOF MAN

53

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**SCHEDULE 5**

**WagerLogic Limited Memorandum**

**PRO1095-DistributedPoker Architecture**

**Summary**

WagerLogic Limited (“WagerLogic”) has made a significant change to itspoker gaming environment.  Thearchitecture has been updated to place back office functions into the centraldata centre in Ireland (ESAT).

**Benefits**

There are many benefits by having the poker backoffice functionscentrally located in the main data centre. The primary benefit is stability tothe poker room.  By centralizing thepoker backoffice functions in Ireland (ESAT) we get easier, safer and fasterability to switch poker gaming between sites in the event of a network orsystem outage in Curacao, Malta (or other location); poker backoffice functionsare centralized with other backoffice functions making the system more reliableand responsive; ESAT (Ireland) provides a world class data centre resulting inimproved stability; reduced traffic through Curacao and Malta results in lessdependence on the Curacao or Maltese network and infrastructure to maintain afunctional poker system.

**Legal Opinions**

We have solicited the following in respect of this architecture change:1) Legal opinion to confirm compliance with respect to Irish gambling laws 2)Taxation comfort letter regarding Irish betting duty.

The legal opinion confirms the changes do not contravene the Irishgambling legislation.

The taxation letter confirms the changes will not incur Irish bettingduty.

Please note that the above has been provided to you for informationpurposes only, has not been prepared with the particular circumstances of anylicensee in mind, and cannot be relied upon by you as legal or tax advice.  WagerLogic does not make any representationsor warranties as to the accuracy or completeness of the above, and wouldencourage each licensee to seek its own independent advice on those mattersshould it so require.

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**SCHEDULE 6**

TheLicensee wire transfer information is as follow:

Asdesignated by the WPT Enterprises, Inc.’s Chief Financial Officer, which may beamended from time to time and currently:

**

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**SCHEDULE8**

 

**POKER REVENUE AND ROOM RULES**

Poker Revenue is generated under two general types of End User play,being i) Ring Games (poker games pursuant to which End Users wager cash amountson a hand by hand basis) and ii) Poker Tournaments.

(A)**         ****POKER REVENUE CALCULATION (RINGGAMES)**

Poker Revenue earned through Ring Games is calculated based on a fixedrate table.  There is a set amount ofPoker Revenue that is earned based on the pot value of a particular hand as setforth in the chart below.  

In the event that during play of any particular hand, there are endusers playing (i.e. dealt cards in the particular poker hand) from multipleWagerLogic licensees, the Poker Revenue earned on such hand will be splitbetween all said licensees, on the basis set out in paragraph (C) below.

If the pot value does not reach a specified minimum amount, no PokerRevenue will be earned.  In the case ofthe Texas Hold’em, Omaha and Omaha H/L games, no Poker Revenue will be earneduntil the flop cards are dealt on the table even if the pot reaches thespecified minimum amount.

A small percentage of each pot is deducted by WagerLogic for each handof poker played in the WagerLogic Centralized Poker Room, which amountrepresents the Poker Revenue earned on the said hand.  Such amount is currently equal to 5% of thepot to a maximum of 3 dollars/pounds/euros (depending on the denomination ofthe particular table) (“Units”) rounded down to the nearest .25 Units.  No Poker Revenue is earned if the hand endsbefore the “flop” (**no flop – no drop**).

The5% rate applies to all tables regardless of size, betting amount or currency.

Poker Revenue earned per hand is based on the following rate table:
| Pot Size (in Units) | ** ** | **Rake (Poker Revenue)** | ** ** |
|---------------------|------------|--------------------------|------------|
| No Flop             |       | 0.00                     |       |
| < 5              |       | 0.00                     |       |
| 5                   |       | 0.25                     |       |
| 10                  |       | .050                     |       |
| 15                  |       | 0.75                     |       |
| 20                  |       | 1.00                     |       |
| 25                  |       | 1.25                     |       |
| 30                  |       | 1.50                     |       |
| 35                  |       | 1.75                     |       |
| 40                  |       | 2.00                     |       |
| 45                  |       | 2.25                     |       |
| 50                  |       | 2.50                     |       |
| 55                  |       | 2.75                     |       |
| 60                  |       | 3.00                     |       |
| > 60             |       | 3.00                     |       |

 

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Notwithstanding the foregoing and subject tothe provisions of paragraph (B) below, the Poker Revenue earned per hand on Hold’emPoker tables with stakes equal to or greater than 25/50 is currently equal to5% of the pot, up to a maximum of 5 Units.

 

(B)           **SHORT HANDED POKER (RING GAMESONLY)**

Notwithstanding the provisions of paragraph (A) above, in the eventthat the number of end users simultaneously participating in any particularhand of a Ring Game (i.e. are dealt cards in the hand) is below a certainamount (as more particularly described below) the maximum Poker Revenue whichcan be earned on the hand shall be reduced to the following:
| Number of Players | ** ** | **Maximum Earnable Poker Revenue (in Units)** | ** ** |
|-------------------|------------|-----------------------------------------------|------------|
|              |       |                                          |       |
|  2           |       | 1                                             |       |
|              |       |                                          |       |
| 3 – 4        |       | 2                                             |       |

 

(C)           **RAKE SPLITTING (RING GAMES)**

The Poker Revenue earned in respect of any particular hand played inthe WagerLogic Centralized Poker Room shall be divided between all WagerLogiclicensees whose end users were dealt cards in the hand, on a pro rata basis,having regard to the proportion which the number of the licensees’ end users inthe hand bears to the total number of end users in the hand.  By way of example and for greater certainty,in the event that, in respect of a particular hand, the Licensee End Users makeup one-half of the total number of players dealt cards in the hand, then theLicensee shall be entitled to fifty (50%) percent of the Aggregate PokerRevenues earned in the hand.

(D)          **TOURNAMENT FEE SPLITTING (POKERTOURNAMENTS)**

The Poker Tournament Entry Fee for each Poker Tournament is equal to apre-determined amount established by WagerLogic, a portion of which isdesignated as a Poker Tournament House Fees and the balance of which isincluded in the prize pool for the tournament. The Poker Tournament House Fees represent the Poker Revenues earned byall licensees in respect of the tournament. Each licensee’s portion of the aggregate Poker Tournament House Feespaid in respect of any particular Poker Tournament is equal to the amount ofthe Poker Tournament House Fees paid by the licensees’ end users participatingin the Poker Tournament.

(E)           **RULES,REGULATIONS, POLICIES AND PROCEDURES REGARDING THE WAGERLOGIC CENTRALIZED POKERROOM**

It is expressly acknowledged that the Licensee is operating the LicenseePoker Room through the WagerLogic Centralized Poker Room.  WagerLogic reserves the right to establishreasonable rules, regulations, policies and procedures regarding the operation

57

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of the WagerLogic Centralized Poker Room, which are designed to operatein the best interests of all licensees participating in the WagerLogicCentralized Poker Room as a whole (the “Rules and Regs”).  Provided that the Rules and Regs arereasonable and are established in good faith by WagerLogic with the bestinterests of a majority of the WagerLogic licensees in mind, it is expresslyagreed that the parties hereto shall adhere to, and comply with, any and allsuch Rules and Regs.  Subject to theforegoing, WagerLogic may make additions, deletions or other modifications tothe Rules and Regs, from time to time, and at any time, subject to providingthe other parties hereto with a minimum of thirty (30) days advance writtennotice of any such change.

 

It is expressly agreed that, in the event that WagerLogic, acting ingood faith, and in the best interests of all licensees participating in theWagerLogic Centralized Poker Room as a whole, determines that it is necessaryto amend the manner in which Poker Revenues are earned, calculated or divided,WagerLogic may make such amendments without the consent of any party hereto,upon sixty (60) days written notice to the other parties hereto.  In order to be effective, any such amendmentcannot be motivated by the best interests of less than a majority of theWagerLogic licensees, it being expressly agreed that, to the extent reasonablypossible, any such amendment must impact all licensees in the same or asubstantially similar manner.

In the event that a majority of the WagerLogic licensees determine thatthey wish to make an amendment to: i) any Rules and Regs, ii) the manner inwhich Poker Revenue is calculated, earned or divided, or iii) any other aspectof the operation of the WagerLogic Centralized Poker Room (each a “Poker RoomAmendment”), and WagerLogic, acting in good faith, is in agreement with thePoker Room Amendment, than the Poker Room Amendment may be instituted withoutthe consent of any party hereto, and each party hereto agrees to be bound bythe Poker Room Amendment, including without limitation, any and all penaltiesprescribed in such amendment relating to a failure to comply with theamendment.

For the purposes hereof “majority of the WagerLogic licensees” shallnot be determined by number of licensees, but rather on the amount of PokerRevenue generated by each licensee.  Byway of example, and for greater certainty, in the event that two (2) WagerLogiclicensees represent more than fifty (50) percent of the Poker Revenue generatedby the WagerLogic Centralized Poker Room, said licensees would constitute a “majorityof the WagerLogic licensees” for the purposes hereof.

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**SCHEDULE9**

 

LIST OF RESTRICTED JURISDICTIONS

THIS LIST MAY BE AMENDED FROM TIME TO TIME AT THE SOLE DISCRETION OFTHE LICENSEE

**

59

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**SCHEDULE10**

CRYPTOLOGIC INC. PARENT GUARANTEE
| **THIS GUARANTEE AND INDEMNITY**is  made**BY DEED** on |   | 2007 |
|--------------------------------------------------------|--------|------|

 

BY

**CRYPTOLOGIC,INC,**an Ontario,Canada Corporation (the “Guarantor”)

IN FAVOUR OF

**WPTENTERPRISES, MALTA,**acompany incorporated and registered in Malta**AND WPT ENTERPRISES, INC.** a company incorporated and registeredin the United States, State of Delaware (the “Creditor”)

**NOWTHIS DEED WITNESSETH** and the Guarantor hereby agrees asfollows:

1.             **INTERPRETATION**

1.1           In this Guarantee:
| “Agreement”         |   | means the agreement of even date made between the  Creditor and the Principal Debtor whereby the Creditor has agreed to make  certain obligation as set forth in one Software Supply and Support Agreement  dated            ; |
|-------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                          |   |                                                                                                                                                                                                                                                                                  |
| “Principal  Debtor” |   | means WPT ENTERPRISES, MALTA a company incorporated  and registered in Malta.                                                                                                                                                                                                         |

 

1.3           In this Guarantee:

1.3.1        references to thisGuarantee are to include the indemnity in Clause 2.3;

1.3.2        references to Clauses areto be construed as references to the clauses of this Guarantee;

1.3.3        references to thisGuarantee and any provisions of this Guarantee or to any other document oragreement are to be construed as references to this Guarantee, those provisionsor that document or agreement in force for the time being and as amended,varied, supplemented, substituted or novated from time to time;

1.3.4        words importing thesingular are to include the plural and vice versa;

1.3.5        references to a person areto be construed to include references to a corporation, firm, company,partnership, joint venture, unincorporated body of persons, individual or anystate or any agency of a state, whether or not a separate legal entity;

1.3.6        references to any personare to be construed to include that person’s personal representatives, assignsor transferees, successors in title or, whether direct or indirect;

1.3.7        references to anyliability are to include any liability whether actual, contingent, present orfuture;

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1.3.8        references to thisGuarantee are references to the guarantee and indemnity given by the Guarantorunder this Guarantee; and

1.3.9        clause headings are forease of reference only and are not to affect the interpretation of thisGuarantee.

2.             **GUARANTEE AND INDEMNITY**

2.1           In consideration of theCreditor entering into the Agreement the Guarantor irrevocably andunconditionally undertakes the obligations and liabilities set out in Clauses2.2 and 2.3.

2.2           The Guarantorirrevocably and unconditionally guarantees:

2.2.1        to pay to the Creditor ondemand, and in the currency in which the same falls due for payment, all moniesand liabilities which are now or at any time hereafter shall become due, owingor incurred by the Principal Debtor to or in favour of the Creditor under or inconnection with the Agreement; and

2.2.2        the due and punctualobservance, performance and discharge by the Principal Debtor of all of itsobligations and liabilities under the Agreement.

2.3           The Guarantor, asprincipal obligor and as a separate and independent obligation and liabilityfrom its obligations and liabilities under Clause 2.2, irrevocably andunconditionally agrees to indemnify the Creditor in full on demand against alldamages, losses, costs and expenses suffered or incurred by the Creditorarising from or in connection with any of:

2.3.1        the Creditor making availableany monies under the Agreement;

2.3.2        the entry by the Creditorinto the Agreement;

2.3.3        any of the provisions ofthe Agreement being or becoming void, voidable, invalid or unenforceable;and/or

2.3.4        the failure of thePrincipal Debtor fully and promptly to perform and discharge any of itsobligations and liabilities under the Agreement.

2.4           The Guarantor shallindemnify and keep indemnified the Creditor on demand by the Creditor againstall losses, actions, claims, costs, charges, expenses and liabilities sufferedor incurred by the Creditor in relation to this Guarantee (including the costs,charges and expenses incurred in the enforcement of any of the provisions ofthis Guarantee or occasioned by any breach by the Guarantor of any of itsobligations to the Creditor under this Guarantee).

3.             **CREDITOR PROTECTIONS**

3.1           The Guarantoracknowledges and agrees that this Guarantee is and at all times shall be acontinuing security and shall extend to cover the ultimate balance due at anytime from the Principal Debtor to the Creditor under or in respect of theAgreement and any of the transactions contemplated thereby.

3.2           The Guarantoracknowledges and agrees that none of its liabilities under this Guarantee shallbe reduced, discharged or otherwise adversely affected by:

3.2.1        any variation, extension,discharge, compromise, dealing with, exchange or renewal of any right or remedywhich the Creditor may now or hereafter have from or against the PrincipalDebtor and/or any other person in respect of any of the obligations and

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liabilities of thePrincipal Debtor and/or any other person under and in respect of the Agreement;

 

3.2.2        any act or omission by theCreditor or any other person in taking up, perfecting or enforcing any securityor guarantee from or against the Principal Debtor and/or any other person;

3.2.3        any termination,amendment, variation, novation or supplement of or to the Agreement;

3.2.4        any grant of time,indulgence, waiver or concession to the Principal Debtor and/or any otherperson;

3.2.5        any of the insolvency,liquidation, administration, winding-up, incapacity, limitation,disability, the discharge by operation of law, and any change in theconstitution, name and style of the Principal Debtor and/or any other person;

3.2.6        any invalidity,illegality, unenforceability, irregularity or frustration of any actual orpurported obligation of the Principal Debtor and/or any other person;

3.2.7        any claim or enforcementof payment from the Principal Debtor and/or any other person; or

3.2.8        any act or omission whichwould not have discharged or affected the liability of the Guarantor had itbeen a principal debtor instead of guarantor or indemnitor or by anything doneor omitted by any person which but for this provision might operate toexonerate or discharge or otherwise reduce or extinguish the Guarantor’sliabilities under this Guarantee.

3.3

3.3.1        The obligations andliabilities expressed to be undertaken by the Guarantor under this Guaranteeare those of primary obligor and not merely as a surety.

3.3.2        The Creditor shall not beobliged before taking steps to enforce any of its rights and remedies underthis Guarantee:

3.3.2.1         to take action or obtainjudgment in any court against the Principal Debtor and/or any other person;

3.3.2.2         to make or file any claimin a bankruptcy, liquidation, administration or insolvency of the PrincipalDebtor and/or any other person; or

3.3.2.3         to make demand, enforceor seek to enforce any claim, right or remedy against the Principal Debtorand/or any other person.

3.4

3.4.1        The Guarantor warrants tothe Creditor that it has not taken or received, and agrees not to take,exercise or receive the benefit of any security or other right or benefit(whether by set-off, counterclaim, subrogation, indemnity, proof in liquidationor otherwise and whether from contribution or otherwise, all together ‘Rights’)from or against the Principal Debtor and/or any other person in respect of anyliability of or payment by the Guarantor under this Guarantee or otherwise inconnection with this Guarantee.

3.4.2        If any of such Rights istaken, exercised or received by the Guarantor, it declares that its Rights andall monies at any time received or held in respect of such Rights shall be heldby it on trust for the Creditor for application in or towards the discharge ofthe liabilities of the Guarantor to the Creditor under this Guarantee.

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3.4.3        The Guarantor agrees thatall other Rights and all monies from time to time held on trust by it for theCreditor under or pursuant to clause 3.4.2 shall be transferred, assigned or,as the case may be, paid to the Creditor, promptly following demand by theCreditor.

3.5           This Guarantee is inaddition to and shall not affect or be affected by or merge with any otherjudgment, security, right or remedy obtained or held by the Creditor from timeto time for the discharge and performance of any of the liabilities andobligations of the Principal Debtor to the Creditor.

3.6           The Guarantorrepresents and warrants to the Creditor that:

## 3.6.1        there are no legalproceedings pending or threatened before any court or tribunal which willadversely affect in any material respect the Guarantor’s financial situation;

## 3.6.2        the Guarantor is notunable to meet its debts as they fall due within the meaning of section 123 ofthe Insolvency Act 1986 (as amended) at the time of this Agreement; and

## 3.6.3        it has authority under itsconstitution to execute and perform its obligations under this Guarantee.

4.

5.             **SUSPENSE ACCOUNT**

5.1           The Creditor may placeto the credit of a suspense account any monies received under or in connectionwith this Guarantee in order to preserve the rights of the Creditor to provefor the full amount of all of its claims against the Principal Debtor and/orany other person.

5.2           The Creditor may, at anytime, apply any of the monies referred to in Clause 5.1 in or towardssatisfaction of any of the monies, obligations and liabilities the subject ofthis Guarantee as the Creditor, in its absolute discretion, may from time totime conclusively determine.

6.             **APPROPRIATION**

The Guarantorshall not direct the application by the Creditor of any sums received by theCreditor from the Guarantor under, or pursuant to, any of the terms of thisGuarantee.

7.             **DISCHARGE TO BE CONDITIONAL**

7.1           Any release, dischargeor settlement between the Guarantor and the Creditor in relation to thisGuarantee shall be conditional upon no right, security, disposition or paymentto the Creditor by the Guarantor or the Principal Debtor and/or any otherperson being void, set aside or ordered to be refunded pursuant to anyenactment or law relating to breach of duty by any person, bankruptcy,liquidation, administration, protection from creditors generally or insolvencyor for any other reason.

7.2           If any such right,security, disposition or payment is void or at any time so set aside or orderedto be refunded, the Creditor shall be entitled subsequently to enforce thisGuarantee and any security held for the liability of the Guarantor hereunderagainst the Guarantor as if such release, discharge or settlement had notoccurred and any such security, disposition or payment had not been made.

8.             **PAYMENTS AND TAXES**

All sums payableby the Guarantor under this Guarantee shall be paid to the Creditor in fullwithout any set-off, condition or counterclaim.

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9.             **DEMANDS AND NOTIFICATION BINDING**

 

Any demand,notification or certificate given by the Creditor specifying amounts due andpayable under or in connection with any of the provisions of this Guaranteeshall, in the absence of manifest error, be conclusive and binding on theGuarantor.

11.           **COMMUNICATIONS**

Any demand ornotice under this Guarantee shall be in writing signed by the Creditor and(without prejudice to any other effective means of serving it) may be served onthe Guarantor personally or by post and either by delivering it to the addressspecified above or to another address notified to the Creditor or bydespatching it addressed to the Guarantor at the address specified above or toanother address notified to the Creditor. Any such demand or notice deliveredpersonally shall be deemed to have been received immediately upon delivery. Anysuch demand or notice sent by post shall be deemed to have been received at theopening of business in the intended place of receipt on the day following theday on which it was posted, even if returned undelivered.

12.           **TRANSFERS**

12.1         This Guarantee is freelyassignable or transferable by the Creditor.

12.2         The Guarantor may notassign any of its rights and may not transfer any of its obligations under thisGuarantee or enter into any transaction which would result in any of thoserights or obligations passing to another person.

12.3         The Creditor may discloseto any person related to the Creditor and/or to any person to whom it isproposing to transfer or assign or has transferred or assigned any of itsrights under this Guarantee, any information about the Guarantor.

13.           **MISCELLANEOUS**

13.1         No delay or omission onthe part of the Creditor in exercising any right or remedy under this Guaranteeshall impair that right or remedy or operate as or be taken to be a waiver ofit; nor shall any single partial or defective exercise of any such right orremedy preclude any other or further exercise under this Guarantee of that orany other right or remedy.

13.2         The rights of theCreditor under this Guarantee are cumulative and not exclusive of any rightsprovided by law and may be exercised from time to time and as often as theCreditor deems expedient.

13.3         Any waiver by theCreditor of any terms of this Guarantee, or any consent or approval given bythe Creditor under it, shall only be effective if given in writing and thenonly for the purposes and upon the terms and conditions, if any, on which it isgiven.

13.4         If at any time any one ormore of the provisions of this Guarantee is or becomes illegal, invalid orunenforceable in any respect under any law of any jurisdiction, neither thelegality, validity and enforceability of the remaining provisions of thisGuarantee nor the legality, validity or enforceability of such provision underthe law of any other jurisdiction shall be in any way affected or impaired as aresult.

13.5         This Guarantee is andwill remain the property of the Creditor.

## 14.       **LAW ANDJURISDICTION**

## 14.1     This Guarantee and alldisputes or claims arising out of or in connection with it shall be governed byand construed in accordance with English law.

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## 14.2         In relation to any legalaction or proceedings arising out of or in connection with this Guarantee, eachof the parties irrevocably submits to the exclusive jurisdiction of the Englishcourts and waives any objection to such proceedings in the English courts onthe grounds of venue or on the grounds that such proceedings have been broughtin an inappropriate forum.

 
|            | **EXECUTED  AND DELIVERED** as a**DEED        **)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | by [                                                                   ]           )                                                                           |
| ** ** | acting by                                                                                        ) |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** ** | Director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** ** | Director/Secretary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |

 

65

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SCHEDULE 11

 
| **THIS GUARANTEE AND INDEMNITY** is  made**BY DEED** on |   | 2007 |
|---------------------------------------------------------|--------|------|

 

BY

**WPTENTERPRISES, INC.**a company incorporated and registered inthe United States, State of Delaware (the “Guarantor”)

IN FAVOUR OF

**WAGERLOGICLIMITGED,**a companyincorporated and registered in Cyprus**ANDCRYPTOLOGIC INC.** a company incorporated and registered inCanada (the “Creditor”)

**NOWTHIS DEED WITNESSETH** and the Guarantor hereby agrees asfollows:

1.             **INTERPRETATION**

1.1           In this Guarantee:
| “Agreement”        |   | means the agreement of even date made between the  Creditor and the Principal Debtor whereby the Creditor has agreed to make  certain obligation as set forth in one Software Supply and Support Agreement  dated                 ; |
|------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                         |   |                                                                                                                                                                                                                                                                                                           |
| “Principal Debtor” |   | means **WAGERLOGIC LIMITED**  a company incorporated and registered in Cypress whose registered offices are  at Nimeli Court 41 - 49 Agiou Nicolaou Street, Block A 3rd Floor Engomi, 2408  Nicosia, Cyprus.                                                                                                   |

 

1.3           In this Guarantee:

1.3.2        references to thisGuarantee are to include the indemnity in Clause 2.3;

1.3.2        references to Clauses areto be construed as references to the clauses of this Guarantee;

1.3.3        references to thisGuarantee and any provisions of this Guarantee or to any other document oragreement are to be construed as references to this Guarantee, those provisionsor that document or agreement in force for the time being and as amended,varied, supplemented, substituted or novated from time to time;

1.3.4        words importing thesingular are to include the plural and vice versa;

1.3.5        references to a person areto be construed to include references to a corporation, firm, company,partnership, joint venture, unincorporated body of persons, individual or anystate or any agency of a state, whether or not a separate legal entity;

1.3.6        references to any personare to be construed to include that person’s personal representatives, assignsor transferees, successors in title or, whether direct or indirect;

1.3.7        references to anyliability are to include any liability whether actual, contingent, present orfuture;

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1.3.8        references to thisGuarantee are references to the guarantee and indemnity given by the Guarantorunder this Guarantee; and

1.3.9        clause headings are forease of reference only and are not to affect the interpretation of thisGuarantee.

2.             **GUARANTEE AND INDEMNITY**

2.1           In consideration of theCreditor entering into the Agreement the Guarantor irrevocably andunconditionally undertakes the obligations and liabilities set out in Clauses2.2 and 2.3.

2.2           The Guarantorirrevocably and unconditionally guarantees:

2.2.1        to pay to the Creditor ondemand, and in the currency in which the same falls due for payment, all moniesand liabilities which are now or at any time hereafter shall become due, owingor incurred by the Principal Debtor to or in favour of the Creditor under or inconnection with the Agreement; and

2.2.2        the due and punctualobservance, performance and discharge by the Principal Debtor of all of itsobligations and liabilities under the Agreement.

2.3           The Guarantor, asprincipal obligor and as a separate and independent obligation and liabilityfrom its obligations and liabilities under Clause 2.2, irrevocably andunconditionally agrees to indemnify the Creditor in full on demand against alldamages, losses, costs and expenses suffered or incurred by the Creditorarising from or in connection with any of:

2.3.1        the Creditor makingavailable any monies under the Agreement;

2.3.2        the entry by the Creditorinto the Agreement;

2.3.3        any of the provisions ofthe Agreement being or becoming void, voidable, invalid or unenforceable;and/or

2.3.4        the failure of thePrincipal Debtor fully and promptly to perform and discharge any of itsobligations and liabilities under the Agreement.

2.4           The Guarantor shallindemnify and keep indemnified the Creditor on demand by the Creditor againstall losses, actions, claims, costs, charges, expenses and liabilities sufferedor incurred by the Creditor in relation to this Guarantee (including the costs,charges and expenses incurred in the enforcement of any of the provisions ofthis Guarantee or occasioned by any breach by the Guarantor of any of itsobligations to the Creditor under this Guarantee).

3.             **CREDITOR PROTECTIONS**

3.1           The Guarantoracknowledges and agrees that this Guarantee is and at all times shall be acontinuing security and shall extend to cover the ultimate balance due at anytime from the Principal Debtor to the Creditor under or in respect of theAgreement and any of the transactions contemplated thereby.

3.2           The Guarantoracknowledges and agrees that none of its liabilities under this Guarantee shallbe reduced, discharged or otherwise adversely affected by:

3.2.1        any variation, extension,discharge, compromise, dealing with, exchange or renewal of any right or remedywhich the Creditor may now or hereafter have from or against the PrincipalDebtor and/or any other person in respect of any of the obligations and

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liabilities of thePrincipal Debtor and/or any other person under and in respect of the Agreement;

 

3.2.2        any act or omission by theCreditor or any other person in taking up, perfecting or enforcing any securityor guarantee from or against the Principal Debtor and/or any other person;

3.2.3        any termination,amendment, variation, novation or supplement of or to the Agreement;

3.2.4        any grant of time,indulgence, waiver or concession to the Principal Debtor and/or any otherperson;

3.2.5        any of the insolvency,liquidation, administration, winding-up, incapacity, limitation,disability, the discharge by operation of law, and any change in theconstitution, name and style of the Principal Debtor and/or any other person;

3.2.6        any invalidity,illegality, unenforceability, irregularity or frustration of any actual orpurported obligation of the Principal Debtor and/or any other person;

3.2.7        any claim or enforcementof payment from the Principal Debtor and/or any other person; or

3.2.8        any act or omission whichwould not have discharged or affected the liability of the Guarantor had itbeen a principal debtor instead of guarantor or indemnitor or by anything doneor omitted by any person which but for this provision might operate toexonerate or discharge or otherwise reduce or extinguish the Guarantor’sliabilities under this Guarantee.

3.3

3.3.1        The obligations andliabilities expressed to be undertaken by the Guarantor under this Guaranteeare those of primary obligor and not merely as a surety.

3.3.2        The Creditor shall not beobliged before taking steps to enforce any of its rights and remedies underthis Guarantee:

3.3.2.1         to take action or obtainjudgment in any court against the Principal Debtor and/or any other person;

3.3.2.2         to make or file any claimin a bankruptcy, liquidation, administration or insolvency of the PrincipalDebtor and/or any other person; or

3.3.2.3         to make demand, enforceor seek to enforce any claim, right or remedy against the Principal Debtorand/or any other person.

3.4

3.4.1        The Guarantor warrants tothe Creditor that it has not taken or received, and agrees not to take,exercise or receive the benefit of any security or other right or benefit(whether by set-off, counterclaim, subrogation, indemnity, proof inliquidation or otherwise and whether from contribution or otherwise, alltogether ‘Rights’) from or against the Principal Debtor and/or any other personin respect of any liability of or payment by the Guarantor under this Guaranteeor otherwise in connection with this Guarantee.

3.4.2        If any of such Rights istaken, exercised or received by the Guarantor, it declares that its Rights andall monies at any time received or held in respect of such Rights shall be heldby it on trust for the Creditor for application in or towards the discharge ofthe liabilities of the Guarantor to the Creditor under this Guarantee.

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3.4.3        The Guarantor agrees thatall other Rights and all monies from time to time held on trust by it for theCreditor under or pursuant to clause 3.4.2 shall be transferred, assigned or,as the case may be, paid to the Creditor, promptly following demand by theCreditor.

3.5           This Guarantee is inaddition to and shall not affect or be affected by or merge with any otherjudgment, security, right or remedy obtained or held by the Creditor from timeto time for the discharge and performance of any of the liabilities andobligations of the Principal Debtor to the Creditor.

3.6           The Guarantorrepresents and warrants to the Creditor that:

## 3.6.1        there are no legalproceedings pending or threatened before any court or tribunal which willadversely affect in any material respect the Guarantor’s financial situation;

## 3.6.2        the Guarantor is notunable to meet its debts as they fall due within the meaning of section 123 ofthe Insolvency Act 1986 (as amended) at the time of this Agreement; and

## 3.6.3        it has authority under itsconstitution to execute and perform its obligations under this Guarantee.

## 5.             **SUSPENSEACCOUNT**

5.1           The Creditor may placeto the credit of a suspense account any monies received under or in connectionwith this Guarantee in order to preserve the rights of the Creditor to provefor the full amount of all of its claims against the Principal Debtor and/orany other person.

5.2           The Creditor may, atany time, apply any of the monies referred to in Clause 5.1 in or towardssatisfaction of any of the monies, obligations and liabilities the subject ofthis Guarantee as the Creditor, in its absolute discretion, may from time totime conclusively determine.

6.             **APPROPRIATION**

The Guarantorshall not direct the application by the Creditor of any sums received by theCreditor from the Guarantor under, or pursuant to, any of the terms of thisGuarantee.

7.             **DISCHARGE TO BE CONDITIONAL**

7.1           Any release, dischargeor settlement between the Guarantor and the Creditor in relation to thisGuarantee shall be conditional upon no right, security, disposition or paymentto the Creditor by the Guarantor or the Principal Debtor and/or any otherperson being void, set aside or ordered to be refunded pursuant to anyenactment or law relating to breach of duty by any person, bankruptcy,liquidation, administration, protection from creditors generally or insolvencyor for any other reason.

7.2           If any such right,security, disposition or payment is void or at any time so set aside or orderedto be refunded, the Creditor shall be entitled subsequently to enforce thisGuarantee and any security held for the liability of the Guarantor hereunderagainst the Guarantor as if such release, discharge or settlement had notoccurred and any such security, disposition or payment had not been made.

8.             **PAYMENTS AND TAXES**

All sums payableby the Guarantor under this Guarantee shall be paid to the Creditor in fullwithout any set-off, condition or counterclaim.

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9.             **DEMANDS AND NOTIFICATION BINDING**

 

Any demand,notification or certificate given by the Creditor specifying amounts due andpayable under or in connection with any of the provisions of this Guaranteeshall, in the absence of manifest error, be conclusive and binding on theGuarantor.

11.           **COMMUNICATIONS**

Any demand ornotice under this Guarantee shall be in writing signed by the Creditor and(without prejudice to any other effective means of serving it) may be served onthe Guarantor personally or by post and either by delivering it to the addressspecified above or to another address notified to the Creditor or bydespatching it addressed to the Guarantor at the address specified above or toanother address notified to the Creditor. Any such demand or notice deliveredpersonally shall be deemed to have been received immediately upon delivery. Anysuch demand or notice sent by post shall be deemed to have been received at theopening of business in the intended place of receipt on the day following theday on which it was posted, even if returned undelivered.

12.           **TRANSFERS**

12.1         This Guarantee is freelyassignable or transferable by the Creditor.

12.2         The Guarantor may notassign any of its rights and may not transfer any of its obligations under thisGuarantee or enter into any transaction which would result in any of thoserights or obligations passing to another person.

12.3         The Creditor may discloseto any person related to the Creditor and/or to any person to whom it isproposing to transfer or assign or has transferred or assigned any of itsrights under this Guarantee, any information about the Guarantor.

13.           **MISCELLANEOUS**

13.1         No delay or omission onthe part of the Creditor in exercising any right or remedy under this Guaranteeshall impair that right or remedy or operate as or be taken to be a waiver ofit; nor shall any single partial or defective exercise of any such right orremedy preclude any other or further exercise under this Guarantee of that orany other right or remedy.

13.2         The rights of the Creditorunder this Guarantee are cumulative and not exclusive of any rights provided bylaw and may be exercised from time to time and as often as the Creditor deemsexpedient.

13.3         Any waiver by theCreditor of any terms of this Guarantee, or any consent or approval given bythe Creditor under it, shall only be effective if given in writing and thenonly for the purposes and upon the terms and conditions, if any, on which it isgiven.

13.4         If at any time any one ormore of the provisions of this Guarantee is or becomes illegal, invalid orunenforceable in any respect under any law of any jurisdiction, neither thelegality, validity and enforceability of the remaining provisions of thisGuarantee nor the legality, validity or enforceability of such provision underthe law of any other jurisdiction shall be in any way affected or impaired as aresult.

13.5         This Guarantee is andwill remain the property of the Creditor.

## 14.       **LAW ANDJURISDICTION**

## 14.1     This Guarantee and alldisputes or claims arising out of or in connection with it shall be governed byand construed in accordance with English law.

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## 14.2         In relation to any legalaction or proceedings arising out of or in connection with this Guarantee, eachof the parties irrevocably submits to the exclusive jurisdiction of the Englishcourts and waives any objection to such proceedings in the English courts onthe grounds of venue or on the grounds that such proceedings have been broughtin an inappropriate forum.

 
|            | **EXECUTED  AND DELIVERED**as a**DEED          **)                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | by [                                                                   ]            )                                                                     |
| ** ** | acting by                                                                                        ) |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** ** | Director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** ** | Director/Secretary                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |

 

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