**Exhibit 10.2**

 

**TERM SHEET AND AMENDMENT TWO TO SOFTWARE SUPPLY ANDSUPPORT AGREEMENT**

 

**THIS TERMSHEET**is made as of the 5th Day of March, 2008 (the “Effective Date”), andthe **AMENDMENT TWO TO SOFTWARE SUPPLY AND SUPPORTAGREEMENT**shall be effective, when and if such conditions are met asset forth in this Term Sheet.

 

WHEREAS CryptoLogic, Inc. (“CryptoLogic”), WagerLogic Limited (“WagerLogic”),Coasis N.V. (carrying on business as “Classic Poker”), Andrew Song and HenrikWitt entered into a Software Supply and Support Agreement dated January 1,2007 (the “Supply Agreement”) which conveys certain of significant value toWagerLogic;

 

WHEREAS CryptoLogic, WagerLogic, WPT Enterprises Inc., WPT EnterprisesMalta Limited, and WPT Malta Group Limited (the latter three companies to beknown as “WPT”) are parties to a Software Supply and Support Agreement dated August 24,2007 (the “WPT Supply Agreement’);

 

AND WHEREAS WPT is desirous of purchasing the assets Classic Poker (the“Assets’) and hiring the principal, Henrik Witt, to become an employee of theironline gaming department;

 

AND WHEREAS CyptoLogic asserts that certain of the terms and conditionsof the Supply Agreement grant to WagerLogic rights which might impede theacquisition of the Assets and the employment of Mr. Witt by WPT (the “WagerLogicRights”);

 

AND WHEREAS WagerLogic is willing to waive such Wagerlogic Rights tothe extent necessary in order to allow the purchase of Classic Poker by andemployment of Henrik Witt by WPT in exchange for certain consideration to beprovided by WPT as set out herein;

 

NOW THEREFORE, in consideration of good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, the parties covenantand agree as follows:

 

1.               It is the intentionof the parties hereto to enter into a definitive agreement relating to thesubject matter of this Term Sheet and Amendment Two, which definitive agreementshall contain all of the terms and conditions hereof and all such other termsand conditions as are usual and customary in respect of a transaction of thisnature; provided that until such definitive agreement is executed by theparties, this Term Sheet And Amendment Two shall represent binding obligationsof the parties hereto.

 

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2.               The SupplyAgreement includes the following provision relating to the Prop Player programbeing operated by WagerLogic, WPT and WagerLogic hereby agree that,contemporaneous with the completion of the acquisition of Classic Poker by WPT,the WPT Supply Agreement shall include a similar provision in relation to theroom related to Classic Poker, amended mutatis mutandis:

 

## “Prop Player Program.  It is expressly acknowledged that, througharrangements between WagerLogic and the operator of the Existing Poker Room,WagerLogic presently operates a Prop Player program through the Existing Poker Room (the“Prop Program”).  It is hereby agreedthat, WagerLogic may, in its sole discretion, choose to operate the PropProgram through the Licensee Poker Room. The end users playing Poker in the Licensee Poker Room through theProp Program (the “Prop Players”) shall be deemed not to be End Users for thepurposes of this Agreement, and no revenues generated by the said Prop Playersshall be included in the calculation of Net Revenues hereunder.  The Licensee shall allow WagerLogic to setthe economic parameters associated with the play of the Prop Players in theLicensee Poker Room, such as the eligibility for, and quantum of, rake back andPromotion Deposits, and shall allow WagerLogic to alter such economicparameters at any time, in its sole and exclusive discretion.  Each week (Monday through Sunday) during theTerm, WagerLogic shall determine whether the Prop Players have generated, basedonly on revenues and expenses attributed directly to them, positive or negativerevenue for the subject week (the “Prop Player Revenue”).  It is expressly acknowledged and agreed thatall financial transactions associated with the Prop Players shall be processedthrough ECash System.  In the event that,in respect of any week, the Prop Player Revenue is negative, WagerLogic shallbe responsible for funding the amount of such negative Prop PlayerRevenue.  In the event that, in respectof any week, the Prop Player Revenue is positive, WagerLogic shall pay to theLicensee an amount equal to the said positive Prop Player Revenue.  Notwithstanding anything herein contained,all Data associated with the Prop Players shall be deemed to be the property ofWagerLogic.”

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For purpose of clarity, theforgoing Prop Player clause shall only relate to the use of the room used asClassic Poker and shall not be construed to apply to the WPT room.

 

3.               WPT and WagerLogicagree that, forthwith upon the execution of this Agreement, the WPT Supply Agreementshall be amended by extending the term of the WPT Supply Agreement by a periodof one (1) year under the same terms and conditions as set out in the WPTSupply Agreement, save and except that as Sections 5.2.2 (ii), (iii) and)iv) of the WPT Supply Agreement shall be amended as set forth in Section 5hereof.

 

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4.               WagerLogic agreesto do the following, as requested by WPTE and subject to the Agreement ofClassic Poker, in regard to the transition of the properties: open up access toClassic Poker data (D6 property), providing the ability to do combinedreporting of D6 and DJ properties, the ability to run D6 and DJ promotions andspecific tournaments, both as individual properties or combined.  WagerLogic shall provide separate accountreconciliations for the properties as well as a combined reconciliation, theparties understanding that from and after the completion of the purchase ofClassic Poker by WPT, all rates and guarantees work off of the combined.

 

5.               The parties heretoagree that, effective February 1, 2008 (i.e., applicable to revenuesgenerated as of February 1, 2008) the WPT Supply Agreement shall beamended by replacing the existing Paragraph 5.2.2 with the following:

 

WagerLogic NetRevenues.  In respect of the Net Revenuegenerated during each Month of the Term, WagerLogic shall be entitled toreceive the following portion of the Net Revenue as consideration for thegranting of the license of use its Software (collectively  referred to as “WagerLogic Net Revenues”):

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i.                                          Zero(0%) percent of the first $37,500 of Net Poker Revenue generated during theMonth;

 

ii.                                       Twenty-one (21%) percent of the NetRevenue between $37,500 and $500,000, generated during the Month; and

 

iii.                                    Twenty (20%) percent of the NetRevenue in excess of $500,000 generated during the Month.

 

6.               Each of the parties agrees to keep confidentialany and all information with respect to the other party which it has receivedor may in the future receive in connection with this Term Sheet which is nototherwise available to the general public without restriction, as well as theexistence or terms of this Term Sheet (the “**ConfidentialInformation**”). Notwithstanding the foregoing, each party may disclose the ConfidentialInformation (i) to the extent required by a court of competentjurisdiction or other governmental authority or otherwise as required by law;provided, however that the party required to so disclose the ConfidentialInformation of the other party shall use commercially reasonable efforts tominimize such disclosure and shall provide written notice of such disclosureand consult with and assist the other party in obtaining a protective orderprior to such disclosure or (ii) on a “need-to-know” basis under anobligation of confidentiality to its legal counsel, accountants, banks andother financing sources and their advisors.

 

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| Dated this 5th day of March, 2008. |                                           |
|------------------------------------|------------------------------------------------|
| ** **                         |                                           |
| **CRYPTOLOGIC INC.**               |                                           |
| ** **                         |                                           |
|                               |                                           |   |
| By:                                | /s/ Michael Starzynski                         |   |
|                               |                                           |   |
|                               | Name:  Michael Starzynski                 |   |
|                               |                                           |   |
|                               | Title:       CTO      |   |
|                               |                                           |   |
|                               |                                           |   |
| **WAGERLOGIC LIMITED**             |                                           |
| ** **                         |                                           |
|                               |                                           |   |
| By:                                | /s/Anthony  Demetriades                        |   |
|                               |                                           |   |
|                               | Name:Anthony  Demetriades                      |   |
|                               |                                           |   |
|                               | Title:  Managing Director                 |   |
|                               |                                           |   |
|                               |                                           |   |
| **WPT MALTA GROUP LIMITED**        |                                           |
|                               |                                           |   |
| By:                                | /s/ Adam Pliska                                |   |
|                               |                                           |   |
|                               | Name:  Adam Pliska                        |   |
|                               |                                           |   |
|                               | Title:       Director |   |
|                               |                                           |   |
|                               |                                           |   |
| **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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