**Exhibit 10.1**

 

**AMENDMENTONE TO SOFTWARE SUPPLY AND SUPPORTAGREEMENT**

 

**THISAMENDMENT TO SOFTWARE SUPPLY AND SUPPORT AGREEMENT** (the “**Amending****Agreement**”) is made as of the 1st   day of February, 2008 (the “EffectiveDate”), by and among:

 

(1)           **CRYPTOLOGIC INC.,** an Ontario, Canada corporation whose office isat 3rd Floor, 55 St. Clair Avenue West, Toronto;

 

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

 

(3)           **WPT ENTERPRISES MALTA LIMITED,**a corporation to be incorporatedunder the laws of Malta (“**the Casino Licensee**”);

 

(4)           **WPT MALTA GROUP LIMITED,**a corporation incorporated under thelaws of Malta (the “**Poker Licensee**”)(the Casino Licensee and Poker Licensee also collectively referred to as the“Licensees” or each a “Licensee”);

 

(5)           **WPT. ENTERPRISES INC.,**a corporation whose office is at5700 Wilshire Boulevard, Suite 350, Los Angeles, CA 90036.

 

**RECITALS**

 

(A)          **WHEREAS**, the parties hereto are parties to SoftwareSupply and Support Agreement dated the 24th day of August, 2007 (the“Agreement”);

 

(B)           **WHEREAS,**the Licensee wishes WagerLogic to develop andWagerLogic agrees to develop a virtual casino and two Additional Language PokerRooms for the Licensee on the terms and conditions set out in the Agreement andherein;

 

**NOW THEREFORE,**in consideration of the mutualpromises and agreements set forth in this Amending Agreement, the partieshereto agree as set forth below.

 

**General**

 

## 1.1              The Agreeement is hereby amended as may be necessaryto give effect to the provisions hereof. Inall other respects, the terms and conditions of the Agreement are adopted andconfirmed.

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## 1.2              Any undefined capitalized term herein shall have thesame meaning as set out in the Agreement.

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## 1.3              Each of the parties to this Amending Agreement shallpay its own costs (including legal costs) and expenses (including taxation)incurred in 

 

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## connection with thenegotiation, preparation and performance of this Amending Agreement.

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## 1.4              This Amending Agreement may be signed in two or morecounterparts (which may be facsimile copies), each of which shall be deemed anoriginal, but all of which together shall constitute the same instrument.

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**WPT Casino**

 

## 1.5              Pursuantto Section 3.4.2 of the Agreement, the Casino Licensee has chosen toexercise its option to have WagerLogic develop for the Casino Licensee the FullCasino Option.

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## 1.6              TheWPT Casino shall be delivered in English by WagerLogic to the Casino Licenseewithin three (3) months of receipt by WagerLogic of the mutually agreeabledetailed functionality and specifications for the WPT Casino(“Specifications”).  The estimateddelivery date is currently June 30, 2008 (the “Casino Delivery Date”).  Afirm Casino Delivery Date shall be provided by WagerLogic to the Casino Licenseupon receipt by WagerLogic of  theSpecifications.

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## 1.7              Upondelivery of the WPT Casino, the WPT Casino shall replace the Casino in Poker inthe WPT Poker Room as the casino property accessible by End Users of theWPT Poker Room.

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## 1.8              Section 5.3 of the Agreement is hereby amended by:

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### 1.8.1              deleting reference to “USD$2,500,000” and substituting therefor “USD$750,000.00”;

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### 1.8.2              deleting reference to “USD$625,000” and substituting therefor “USD$187,500.00”. and

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### 1.8.3              adding to the end 5.3(d) the sentence“Notwithstanding the foregoing, it is expressly agreed that, the Licensee shallhave the option (the “WPT Casino Termination Option”), exercisable in thethirty day period immediately following the twelve month anniversary date ofthe go-live date of the WPT Casino, and further exercisable in the thirty dayperiod immedaitely following each subsequent twelve month anniversary date ofthe go-live date of the WPT Casino, to advise WagerLogic  that the Licensee no longer wishes to use theWPT Casino, in which case, Wagerlogic shall decomission the WPT Casino inaccordance with the reasonable instructions of the Licensee, and from and after the date ofdecommisioning of the WPT Casino, the Licensee shall no longer be obligated to pay such portion of the AnnualWPT Casino Minimum as relates to the the period from and after the date ofdecommissioning.  Notwithstanding theforegoing, upon presentation of invoice by WagerLogic to Licensee, Liceseeshall be responsible for actual costs related to WagerLogic’s decomissioning ofthe WPT Casino provided that such costs do not exceed Five Thousand Dollars($5,000).  In such 

 

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### event, should theLicensee maintain the Casino in Poker, which shall be at Licensee’s solediscretion, it shall once again become liable to pay the Annual Casino in PokerMinimum from and after the date of decommissioning of the WPT Casino.  Licensee shall be entitled, at any timefollowing the launch of the WPT Casino, to cancel the Casino in Poker, withoutfuther obligation to pay such portion of the Annual Casino in Poker Minimum bythe provision of Thirty (30) days written notice to WagerLogic.

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**Addition Language Poker Rooms**

 

## 1.9              Pursuant to Section 3.5 of the Agreement, thePoker Licensee has chosen to exercise its option to have WagerLogic develop twoAdditional Language Poker Rooms with one being in Spanish and the other inGerman.

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## 1.10            ThePoker Licensee agrees to pay WagerLogic one hundred ($100,000) dollars for thedevelopment of the two foregoing Additional Language Poker Rooms (“ALPRDevelopment Fee”).

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## 1.11            ThePoker Licensee agrees to pay to WagerLogic fifty (50%) of the ADLR DevelopmentFee within ten (10) days after execution of this Amending Agreement andthe balance of the ADLR Development Fee within thirty (30) days of the ALPRDelivery Date (as defined below).

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## 1.12            The estimated delivery date for the two foregoingAdditional Language Poker Rooms is currently April 30, 2008 (the “ALPRDelivery Date”). A firm ADLR Delivery Date shall be provided by WagerLogic tothe Casino License upon receipt by WagerLogic of  the Specifications.

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## 1.13            NotwithstandingSection 5.4(b) of the Agreement, the parties agree and confirm thatno Minimum Language Fee shall be payable by the Poker Licensee with respect tothe Spanish and German Additional Language Poker Rooms delivered by  WagerLogic pursuant to this AmendingAgreement.

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## 1.14            Section 5.4(b)(ii) ofthe Agreement is hereby deleted in its entirety and the following substitutedtherefore:

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## “From and after January 1, 2009, therewill be no development fees or Minimum Language Fee payable for the developmentof Additional Language Poker Rooms by WagerLogic for the Poker Licensee;provided that delivery of any Additional Language Poker Rooms by WagerLogic tothe Poker Licensee shall be subject to the consent of WagerLogic to developsuch Additional Language Poker Room, having regard to WagerLogic’s expectationthat a reasonable economic benefit will accrue to WagerLogic from thedevelopment of such Additional Language Poker Room. Notwithstanding theforegoing, WagerLogic acknowledges and agrees that the languages of Chinese,French and Italian shall be automatically deemed to be of economic benefit anda 

 

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## Additional Language Poker Room in respectof each such langauge shall be developed upon the request of Poker Licensee.”

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**AcquisitionMarketing Activities**

 

## 1.15            In the twelve (12) monthperiod from the Casino Delivery Date hereof, the Licensee hereby agrees that it will expend at least five million($5,000,000.00) United States Dollars on marketing initiatives and/or hard andsoft dollar promotions focused on the acquisition of new End User. Licenseeshall, upon the request of WagerLogic, provide WagerLogic with satisfactorywritten evidence confirming the foregoing expenditure.

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**IN WITNESS WHEREOF** the parties have executedthis Amending Agreement as of the date above first written.

 
| **CRYPTOLOGIC INC.**              |                      |
|-----------------------------------|---------------------------|
|                              |                      |   |
|                              |                      |   |
| By:                               | /s/ Brian Hadfield        |   |
|                              |                      |   |
|                              | Name: Brian Hadfield      |   |
|                              |                      |   |
|                              | Title: President and CEO  |   |
|                              |                      |   |
|                              |                      |   |
| **WAGERLOGIC LIMITED**            |                      |
|                              |                      |   |
|                              |                      |   |
| By:                               | /s/ Anthony Demetriades   |   |
|                              |                      |   |
|                              | Name: Anthony Demetriades |   |
|                              |                      |   |
|                              | Title: Managing Director  |   |
|                              |                      |   |
|                              |                      |   |
| **WPT MALTA GROUP LIMITED**       |                      |
|                              |                      |   |
| By:                               | /s/ Adam Pliska           |   |
|                              |                      |   |
|                              | Name: Adam Pliska         |   |
|                              |                      |   |
|                              | Title: General Counsel    |   |
|                              |                      |   |
|                              |                      |   |
| **WPT ENTERPRISES MALTA LIMITED** |                      |
|                              |                      |   |
| By:                               | /s/ Adam Pliska           |   |
|                              |                      |   |
|                              | Name: Adam J. Pliska      |   |
|                              |                      |   |
|                              | Title: Director           |   |
|                              |                      |   |
|                              |                      |   |
| **WPT ENTERPRISES INC.**          |                      |
|                              |                      |   |
| By:                               | /s/ Adam Pliska           |   |
|                              |                      |   |
|                              | Name: Adam J. Pliska      |   |
|                              |                      |   |
|                              | Title:                    | General Counsel and Secretary to the Board of Directors. |   |
|                                   |                           |  |  |

 

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