TAX
        I.D.
        NO. 20-0678696
 
  **FLOATING
        EURODOLLAR NOTE**
  **(Non-Revolving)**
   $1,900,000           Detroit,
        Michigan
 February
        20, 2007
 
 On
        or
        before February 20, 2008 (herein called the “Maturity Date”), FOR VALUE
        RECEIVED, the undersigned, **NEW
        MEDIA LOTTERY SERVICES (INTERNATIONAL) LIMITED, an Irish
        corporation** (herein
        called “Borrower”), promises to pay to the order of COMERICA BANK, a Michigan
        banking corporation (herein called “Bank”), in lawful currency of the United
        States of America, the principal sum of ONE MILLION NINE HUNDRED THOUSAND
        AND
        NO/100 DOLLARS ($1,900,000), together with interest thereon as hereinafter
        set
        forth.
  Subject
        to the terms and conditions of this Note, the unpaid principal balance from
        time
        to time outstanding under this Note during an applicable Monthly Period shall
        bear interest at a per annum rate equal to the Eurodollar Rate applicable
        to
        such Monthly Period. For purposes of this Note, the Eurodollar Rate for an
        applicable Monthly Period shall be determined as of the Interest Reset Date
        which is the first day of such Monthly Period, and (subject to the terms
        and
        conditions of this Note) such interest rate shall remain and continue as
        the
        Applicable Interest Rate for the entire unpaid principal balance from time
        to
        time outstanding under this Note at any time during such Monthly Period,
        until
        the next-occurring Interest Reset Date, at which time, the Eurodollar Rate
        shall
        again be determined and recalculated in accordance with the foregoing for
        the
        next-occurring Monthly Period.
  This
        is a
        Note pursuant to which Borrower may make multiple advances, provided there
        is no
        Event of Default hereunder, but sums repaid may not be readvanced. A request
        for
        advance shall be submitted in writing to Bank.
  Accrued
        and unpaid interest hereunder shall be payable monthly, in arrears, on the
        first
        (1st) Business Day of each month commencing **March** 1,
        2007,
        until maturity (whether as stated herein, by acceleration, or otherwise).
        Interest accruing hereunder shall be computed on the basis of a year of 360
        days, and shall be assessed for the actual number of days elapsed, and in
        such
        computation, to the extent applicable, effect shall be given to any change
        in
        the Applicable Interest Rate as a result of any change in the Prime Rate
        on the
        date of each such change in the Prime Rate. A late payment charge equal to
        5% of
        each late payment may be charged on any payment not received by the Bank
        within
        10 calendar days after the payment due date, but acceptance of payment of
        this
        charge shall not waive any Default under this Note.
  The
        Applicable Interest Rate and the amount and date of any repayments shall
        be
        noted on Bank’s records, which records shall be conclusive evidence thereof,
        absent manifest error; provided, however, any failure by Bank to make any
        such
        notation, or any error in any such notation, shall not relieve Borrower of
        its
        obligations to repay Bank all amounts payable by Borrower to Bank under or
        pursuant to this Note, when due in accordance with the terms
        hereof.
  
 Borrower
        may prepay all or part of the outstanding balance of this Note at any time
        without penalty or premium; provided, however, Borrower shall not be permitted
        to reborrow any amounts so prepaid.
  In
        the
        event that any payment under this Note becomes due and payable on any day
        which
        is not a Business Day, the due date thereof shall be extended to the next
        succeeding Business Day, and, to the extent applicable, interest shall continue
        to accrue and be payable thereon during such extension at the rates set forth
        in
        this Note.
  All
        payments to be made by Borrower to Bank under or pursuant to this Note shall
        be
        in immediately available funds, without setoff or counterclaim, and in the
        event
        that any payments submitted hereunder are in funds not available until
        collected, said payments shall continue to bear interest until collected.
        Borrower hereby authorizes Bank to charge any account of Borrower with Bank
        for
        all sums due hereunder when due in accordance with the terms
        hereof.
  Borrower
        acknowledges and agrees that if Bank shall designate a Eurodollar Lending
        Office
        which maintains books separate from those of the rest of Bank, Bank shall
        have
        the option of maintaining all or any part of the Indebtedness under this
        Note on
        the books of such Eurodollar Lending Office.
  If
        Bank
        determines that, (a) by reason of circumstances affecting the foreign exchange
        and interbank markets generally, deposits in eurodollars in the applicable
        amounts or for the relative maturities are not being offered to Bank, or
        (b) if
        the rate of interest referred to in the definition of "Eurodollar Rate" does
        not
        accurately or fairly cover or reflect the cost to Bank of making or maintaining
        the Indebtedness hereunder at the Eurodollar Rate, then Bank shall forthwith
        give notice thereof to the Borrower. Thereafter, until Bank notifies Borrower
        that such conditions or circumstances no longer exist, the Indebtedness from
        time to time outstanding hereunder shall bear interest at the Prime-based
        Rate.
  If,
        after
        the date hereof, the introduction of, or any change in, any applicable law,
        rule
        or regulation or in the interpretation or administration thereof by any
        governmental authority charged with the interpretation or administration
        thereof, or compliance by Bank (or its Eurodollar Lending Office) with any
        request or directive (whether or not having the force of law) of any such
        authority, shall make it unlawful or impossible for the Bank (or its Eurodollar
        Lending Office) to make or maintain any Indebtedness hereunder with interest
        at
        the Eurodollar Rate, Bank shall forthwith give notice thereof to Borrower.
        Thereafter, until Bank notifies Borrower that such conditions or circumstances
        no longer exist, the right of Borrower to have the Indebtedness hereunder
        bear
        interest at the Eurodollar Rate shall be suspended, and the entire principal
        amount outstanding under this Note shall bear interest at the Prime-based
        Rate.
  If
        the
        adoption after the date hereof, or any change after the date hereof in, any
        applicable law, rule or regulation of any governmental authority, central
        bank
        or comparable agency charged with the interpretation or administration thereof,
        or compliance by Bank (or its Eurodollar Lending Office) with any request
        or
        directive (whether or not having the force of law) made by any such authority,
        central bank or comparable agency after the date hereof:
 2
  (a)
            shall
                subject Bank (or its Eurodollar Lending Office) to any tax, duty
                or other
                charge with respect to this Note or any Indebtedness hereunder or
                shall
                change the basis of taxation of payments to Bank (or its Eurodollar
                Lending Office) of the principal of or interest on this Note or any
                other
                amounts due under this Note in respect thereof (except for changes
                in the
                rate of tax on the overall net income of Bank or its Eurodollar Lending
                Office imposed by the jurisdiction in which Bank’s principal executive
                office or Eurodollar Lending Office is located);
                or  (b)
            shall
                impose, modify or deem applicable any reserve (including, without
                limitation, any imposed by the Board of Governors of the Federal
                Reserve
                System), special deposit or similar requirement against assets of,
                deposits with or for the account of, or credit extended by Bank (or
                its
                Eurodollar Lending Office) or shall impose on Bank (or its Eurodollar
                Lending Office) or the foreign exchange and interbank markets any
                other
                condition affecting any Indebtedness under this
                Note;  and
        the
        result of any of the foregoing is to increase the cost to Bank of maintaining
        any part of the Indebtedness hereunder or to reduce the amount of any sum
        received or receivable by Bank under this Note by an amount deemed by the
        Bank
        to be material, then Borrower shall pay to Bank, within fifteen (15) days
        of
        Borrower’s receipt of written notice from Bank demanding such compensation, such
        additional amount or amounts as will compensate Bank for such increased cost
        or
        reduction. A certificate of Bank, prepared in good faith and in reasonable
        detail by Bank and submitted by Bank to Borrower, setting forth the basis
        for
        determining such additional amount or amounts necessary to compensate Bank
        shall
        be conclusive and binding for all purposes, absent manifest error in
        computation.
 
 In
        the
        event that any applicable law, treaty, rule or regulation (whether domestic
        or
        foreign) now or hereafter in effect and whether or not presently applicable
        to
        Bank, or any interpretation or administration thereof by any governmental
        authority charged with the interpretation or administration thereof, or
        compliance by Bank with any guideline, request or directive of any such
        authority (whether or not having the force of law), including any risk-based
        capital guidelines, affects or would affect the amount of capital required
        or
        expected to be maintained by Bank (or any corporation controlling Bank),
        and
        Bank determines that the amount of such capital is increased by or based
        upon
        the existence of any obligations of Bank hereunder or the making or maintaining
        any Indebtedness hereunder, and such increase has the effect of reducing
        the
        rate of return on Bank’s (or such controlling corporation's) capital as a
        consequence of such obligations or the making or maintaining of such
        Indebtedness hereunder to a level below that which Bank (or such controlling
        corporation) could have achieved but for such circumstances (taking into
        consideration its policies with respect to capital adequacy), then Borrower
        shall pay to Bank, within fifteen (15) days of Borrower’s receipt of written
        notice from Bank demanding such compensation, additional amounts as are
        sufficient to compensate Bank (or such controlling corporation) for any increase
        in the amount of capital and reduced rate of return which Bank reasonably
        determines to be allocable to the existence of any obligations of the Bank
        hereunder or to the making or maintaining any Indebtedness hereunder. A
        certificate of Bank as to the amount of such compensation, prepared in good
        faith and in reasonable detail by the Bank and submitted by Bank to Borrower,
        shall be conclusive and binding for all purposes absent manifest error in
        computation.
  3
 This
        Note
        and any other indebtedness and liabilities of any kind of Borrower to Bank,
        and
        any and all modifications, renewals or extensions thereof, whether joint
        or
        several, contingent or absolute, direct or indirect, now existing or later
        arising, and however evidenced (collectively the “Indebtedness”), are secured by
        and Bank is granted a security interest in all items at any time deposited
        in
        any account of Borrower with Bank and by all proceeds of these items (cash
        or
        otherwise), all account balances of Borrower from time to time with Bank,
        by all
        property of Borrower from time to time in the possession of Bank, and by
        any
        other collateral, rights and properties described in each and every mortgage,
        security agreement, pledge, assignment and other security or collateral
        agreement which has been, or will at any time(s) later be, executed by Borrower
        or others to or for the benefit of Bank (collectively the “Collateral”).
        Notwithstanding the foregoing, (a) to the extent that any portion of the
        Indebtedness is a consumer loan, that portion shall not be secured by any
        deed
        of trust or mortgage on or other security interest in any of Borrower’s
        principal dwelling or in any of Borrower’s real property which is not a purchase
        money security interest as to that portion, unless expressly provided to
        the
        contrary in another place, and (b) if Borrower has given or gives Bank a
        deed of
        trust or mortgage covering California real property, that deed of trust or
        mortgage shall not secure this Note or any other Indebtedness of Borrower,
        unless expressly provided to the contrary in another place.
  If
        (a)
        Borrower or any guarantor under a guaranty of all or any part of the
        Indebtedness (a “guarantor”) fail(s) to pay this Note, or any part thereof, or
        any of the Indebtedness when due, by maturity, acceleration or otherwise,
        or
        fail(s) to pay any Indebtedness owing on a demand basis upon demand; or (b)
        Borrower or any guarantor fail(s) to comply with any of the terms or provisions
        of any agreement between Borrower or any guarantor and Bank; or (c) Borrower
        or
        any guarantor become(s) insolvent or the subject of a voluntary or involuntary
        proceeding in bankruptcy, or a reorganization, arrangement or creditor
        composition proceeding, (if a business entity) cease(s) doing business as
        a
        going concern, (if a natural person) die(s) or become(s) incompetent, (if
        a
        partnership) dissolve(s) or any general partner of it dies, becomes incompetent
        or becomes the subject of a bankruptcy proceeding, or (if a corporation)
        is the
        subject of a dissolution, merger or consolidation; or (d) any warranty or
        representation made by Borrower or any guarantor in connection with this
        Note or
        any of the Indebtedness shall be discovered to be untrue or incomplete in
        any
        material respect; or (e) there is any termination, notice of termination,
        or
        breach of any guaranty, pledge, collateral assignment or subordination agreement
        relating to all or any part of the Indebtedness; or (f) there is any failure
        by
        Borrower or any guarantor to pay, when due, any of its indebtedness (other
        than
        to Bank) or in the observance or performance of any term, covenant or condition
        in any document evidencing, securing or relating to such indebtedness; or
        (g)
        Bank deems itself insecure, believing in good faith that the prospect of
        payment
        or performance of this Note or any of the Indebtedness is materially impaired
        or
        shall fear deterioration, removal or waste of any of the Collateral; or (h)
        there is filed or issued a levy or writ of attachment or garnishment or other
        like judicial process upon Borrower or any guarantor or any of the Collateral,
        including, without limit, any accounts of Borrower or any guarantor with
        Bank,
        then Bank, upon the occurrence and at any time during the continuance or
        existence of any of these conditions or events (each a “Default”), may at its
        option and without prior notice to Borrower, declare any or all of the
        Indebtedness to be immediately due and payable (notwithstanding any provisions
        contained in the evidence of it to the contrary), sell or liquidate all or
        any
        portion of the Collateral, set off against the Indebtedness any amounts owing
        by
        Bank to Borrower, charge interest at the default rate provided in the document
        evidencing the relevant Indebtedness, and exercise any one or more of the
        rights
        and remedies granted to Bank by any agreement with Borrower or which are
        granted
        to Bank under applicable law, or otherwise.
  4
 Notwithstanding
        anything to the contrary set forth in this Note, upon the occurrence and
        during
        the continuance or existence of any Default hereunder, the Indebtedness
        outstanding hereunder shall bear interest at a per annum rate equal to the
        rate
        of interest otherwise prevailing under this Note plus 3% per annum (but in
        no
        event in excess of the maximum rate permitted by law), which interest shall
        be
        payable upon demand.
  Borrower
        waives presentment, demand, protest, notice of dishonor, notice of demand
        or
        intent to demand, notice of acceleration or intent to accelerate, and all
        other
        notices, and agrees that no extension or indulgence to Borrower, or release,
        substitution or nonenforcement of any security, or release or substitution
        of
        any guarantor or any other party, whether with or without notice, shall affect
        the obligations of Borrower. Borrower waives all defenses or right to discharge
        available under Section 3-605 of the Uniform Commercial Code and waives all
        other suretyship defenses or right to discharge. Borrower agrees that Bank
        has
        the right to sell, assign, or grant participations, or any interest, in any
        or
        all of the Indebtedness, and that, in connection with such right, but without
        limiting its ability to make other disclosures to the full extent allowable,
        Bank may disclose all documents and information which the Bank now or later
        has
        relating to Borrower and the Indebtedness.
  Borrower
        agrees to reimburse Bank, or any other holder or owner of this Note, for
        any and
        all costs and expenses (including, without limit, court costs, legal expenses
        and reasonable attorneys’ fees, whether inside or outside counsel is used,
        whether or not suit is instituted, and, if suit is instituted, whether at
        the
        trial court level, appellate level, in a bankruptcy, probate or administrative
        proceeding or otherwise) incurred in collecting or attempting to collect
        this
        Note or the Indebtedness or incurred in any other matter or proceeding relating
        to this Note or the Indebtedness.
  Borrower
        acknowledges and agrees that there are no contrary agreements, oral or written,
        establishing a term of this Note and agrees that the terms and conditions
        of
        this Note may not be amended, waived or modified except in a writing signed
        by a
        duly authorized officer of Bank expressly stating that the writing constitutes
        an amendment, waiver or modification of the terms of this Note. If any provision
        of this Note is unenforceable in whole or part for any reason, the remaining
        provisions shall continue to be effective. THIS NOTE SHALL BE GOVERNED BY
        AND
        CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN.
  This
        Note
        shall bind Borrower and Borrower’s respective successors and
        assigns.
  For
        the
        purposes of this Note, the following terms shall have the following
        meanings:
  5
 “Applicable
        Interest Rate” shall mean, in respect of the Indebtedness outstanding under this
        Note at any time, the Eurodollar Rate or the Prime-based Rate, as determined
        in
        accordance with the terms and conditions of this Note.
  “Business
        Day” shall mean any day, other than a Saturday, Sunday or holiday, on which Bank
        is open for all or substantially all of its domestic and international business
        (including dealings in foreign exchange) in Detroit, Michigan, and, in respect
        of notices and determinations relating to the Eurodollar Rate, also a day
        on
        which transactions in the interbank eurodollar market are
        conducted.
  “Eurodollar
        Rate” shall mean, in respect of any applicable Monthly Period, a per annum
        interest rate, calculated as of the Interest Reset Date which is the first
        day
        of such Monthly Period, and which shall be the Applicable Interest Rate under
        this Note for such Monthly Period, which is equal to the sum of the Eurodollar
        Margin plus the quotient of the following (which amount shall be rounded
        upwards, if necessary, to the nearest 1/16th of 1%):
  (a)
            the
                per annum interest rate at which Bank's Eurodollar Lending Office
                offers
                deposits to prime banks in the eurodollar market for a period of
                time
                equal to such Monthly Period at or about 11:00 a.m. (Detroit, Michigan
                time) (or as soon thereafter as practical) on each such Interest
                Reset
                Date;  divided
        by
  (b)
            a
                percentage (expressed as a decimal) equal to 1.00 minus the maximum
                rate
                during such Interest Period at which Bank is required to maintain
                reserves
                on "Euro-currency Liabilities" as defined in and pursuant to Regulation
                D
                of the Board of Governors of the Federal Reserve System or, if such
                regulation or definition is modified, and as long as Bank is required
                to
                maintain reserves against a category of liabilities which includes
                eurodollar deposits or includes a category of assets which includes
                eurodollar loans, the rate at which such reserves are required to
                be
                maintained on such category.  “Eurodollar
        Lending Office” shall mean Bank’s office located in the Cayman Islands, British
        West Indies, or such other branch of Bank, domestic or foreign, as it may
        hereafter designate as its Eurodollar Lending Office by notice to
        Borrower.
  “Eurodollar
        Margin” shall mean two and one half percent (250 basis points) per
        annum.
  “Interest
        Reset Date” shall mean the first (1st) Business Day of each succeeding calendar
        month.
  “Monthly
        Period” shall mean a period of time commencing on a respective Interest Reset
        Date (i.e., the first (1st) Business Day of a calendar month), and ending
        on the
        next-occurring Interest Reset Date (i.e., the first (1st) Business Day of
        the
        next calendar month).
  “Prime
        Rate” shall mean the per annum interest rate established by Bank as its prime
        rate for its borrowers, as such rate may vary from time to time, which rate
        is
        not necessarily the lowest rate on loans made by Bank at any such
        time.
  6
 “Prime-based
        Rate” shall mean a per annum interest rate equal to the Prime Rate.
  No
        delay
        or failure of Bank in exercising any right, power or privilege hereunder
        shall
        affect such right, power or privilege, nor shall any single or partial exercise
        thereof preclude any further exercise thereof, or the exercise of any other
        power, right or privilege. The rights of Bank under this Agreement are
        cumulative and not exclusive of any right or remedies which Bank would otherwise
        have, whether by other instruments or by law.
  BORROWER
        AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL
        ONE,
        BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE
        OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY,
        AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT
        OF
        LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED
        TO, THIS NOTE OR THE INDEBTEDNESS HEREUNDER.




| | **NEW
            MEDIA LOTTERY SERVICES (INTERNATIONAL) LIMITED, an Irish
            corporation**
| | ----------------------------------------------------------------------------------------------------
| |                                                                                                     
| | By:                                                                                                 
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| | Its:                                                                                                
| |                                                                                                     
| | and                                                                                                 
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| | By:                                                                                                 
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| | Its:                                                                                                





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