AGREEMENT





THIS
      AGREEMENT (“Agreement”) is entered into this 6 th day of May
      2005 by and
      among Alladdin Limited, Alladdin Lotteries Limited and New Media Lottery
      Services, Inc. (each a "Party" and together the "Parties").





As
      used
      in this Agreement, capitalized terms have the meanings ascribed to them above
      and in Section 1 below, except as otherwise expressly provided.





WITNESSETH





WHEREAS,
      Licensor and ALL currently perform certain services for Licensee similar to the
      Alladdin Services on an oral basis without the benefit of a written
      agreement ;
      and





WHEREAS, Licensee
      desires to engage Licensor and ALL to perform the Alladdin Services on the
      basis
      set forth in this Agreement and Licensor and ALL accept the engagement by
      Licensee to perform the Alladdin Services; and





WHEREAS, Licensor
      desires to engage Licensee to provide the NMLS Services on the basis set forth
      in this Agreement and Licensee accepts the
      engagement by Licensor to perform the NMLS
      Services; and





WHEREAS,
      Licensor has developed the Software which is useful in the operation of Internet
      lotteries; and





WHEREAS,
      Licensee desires to acquire the right to Use, re-write and Enhance the Software
      from Licensor and Licensor desires to grant that right in the Software to
      Licensee .





NOW,
      THEREFORE, in consideration of the mutual agreements contained in
      this
      Agreement ,
      intending to be legally bound hereby, the Parties agree as
      follows:





SECTION
      1.  CERTAIN
      DEFINITIONS AND
      INTERPRETATION





1.1  Definitions .





“ Affiliated
      Companies "
      means in
      relation to any Person (i) any
      corporation that owns, directly or indirectly, more than fifty (50) percent
      of
      the outstanding capital stock of the
      Person entitled
      to vote in the election of directors; (ii) any corporation of which the
      Person owns,
      directly or indirectly, more than fifty (50) percent of the outstanding capital
      stock entitled to vote in the election of directors; and (iii) any other
      corporation of which a corporation described in clause "(i)" above owns,
      directly or indirectly, more than fifty (50) percent of the outstanding capital
      stock entitled to vote in the election of directors.





“ ALL ”
      means
      Alladdin Lotteries Limited, a corporation organized and existing pursuant to
      the
      laws of England and Wales .





“ Alladdin
      Services ”
      means
      the services to be rendered by Licensor or ALL in favor of Licensee contemplated
      by Section 3 below and described on Schedule B.





“ Developments ”
      means
      the modifications and/or enhancements to the Software to be carried out by
      Licensee contemplated by Section 2.1(c) below.








“ Documentation ”
      means
      the documentation and operating instructions for the Software as
      described on Schedule A.





“ Enhance ”
      means
      to create Developments to the Software.





“ Excluded
      Territory "
      means
      the UK and the Republic of Ireland and any additional country in which Licensee
      makes available for purchase by the general public an official, state regulated
      lottery, provided that Licensee shall give written notice to Licensor at least
      (3) three months prior to the proposed date of the sale to the general public
      of
      the first chance or entry to such lottery. Licensor agrees that it shall, within
      (3) months of the launch of such a lottery by Licensee, cease to operate any
      competing lottery, if any, in such country, except in the case were Licensor
      has
      been operating such lottery for (9) nine months or if otherwise agreed by the
      Parties.





“ GBP ”
      means
      British Pound Sterling, the currency of Great Britain.





“ Internet ”
      means
      the collection of networks of computers and related devices around the world
      linked by telecommunications and related methods and any development(s) thereto
      and successor(s) thereof.





“ Legal
      Proceeding ” means
      any action, suit, litigation, arbitration proceeding, or other similar proceeding of any
      nature (including any civil, criminal, administrative, or appellate
      proceeding).





“ License ”
      means
      the license in
      relation to the
      Software granted by Licensor
      to Licensee under Section 2.1 of this
      Agreement.





“ Licensee ” means New
      Media Lottery Services, Inc., a Delaware corporation.





“ Licensor ”
      means
      Alladdin Limited, a corporation organized and existing pursuant to the laws
      of  England
      and Wales .





“ NMLS
      Services ”
      means
      the services to be rendered by Licensee in favor of Licensor contemplated by
      Section 4 below and described on Schedule C.





“ Person ”
      means
      any individual, corporation, partnership, venture, estate, trust, association,
      entity, governmental body, or governmental authority.





“Proprietary
      Right ”
      means
      any  trademark,
      trade name, service mark, trade secret, patent
      right, copyright,
      or other proprietary right.





“ Securities ”
      means
      the Shares, the Additional Shares, the Warrants and the shares
      of
      Common Stock issuable upon exercise of the Warrants (all
      as
      defined in Section 5 below).





“ Software ”
      means
      the proprietary computer software program developed
      and utilized by Licensor and described in the Documentation as existing at
      the
      date of this Agreement (the “Original Version”) and as re-written by Licensee
      pursuant to the rights as in Section 2.1(b) (the “Re-written Version”),
      including any corrections or amendments made to such program (in whatever
      version) not being Developments.





“ Territory ”
      means
      anywhere in the entire world.





“ Use ” means operate,
      reproduce, transmit
      (by electronic means or otherwise), make available, perform and
      display.








“ VAT ”
      means
      value added, sales, use or similar UK tax.





1.2  Interpretation. In this
      Agreement unless otherwise specified, reference to:-





(a)  a
      statute
      or statutory instrument or any of its provisions is to be construed as a
      reference to that statute or statutory instrument or such provision as the
      same
      may have been or may from time to time hereafter be amended or
      re-enacted;





(b)  sections
      or schedules are to sections and schedules to this Agreement. The schedules
      form
      part of the operative provisions of this Agreement and references to this
      Agreement shall include references to the schedules.





SECTION
      2.  GRANT
      OF
      LICENSE





2.1.  Grant
      of License .
      Subject
      to the terms of this Agreement, Licensor hereby grants to Licensee, and Licensee
      hereby accepts, a non-transferable, non-exclusive, perpetual  (subject
      to Section 6.1(b) below), royalty-free
      license :-





(a)  to
      Use
      the Software in the Territory. Licensee  may (subject
      to Section 2.6) sublicense Use
      of the
      Software to such Persons  in
      the
      Territory and on
      such terms as Licensee, in its discretion, determines to be
      appropriate . ;
      and





( b)  to
      re-write the Software and create a Re-written Version (being such re-write
      producing the same functionality as exists in the Original Version);
      and





(c)  to
      Enhance the Software so as to create additional functionality not present in
      the
      Original Version and thereby create Developments.





2.2.  Reservation
      of Rights .
      All
      other rights in the Software are expressly reserved to Licensor.





2.3.  Delivery
      of Software and Documentation .
      Within
      ten (10) days from the date of this Agreement, Licensor shall deliver (by
      physical delivery or electronic transmission) to Licensee: one (1) copy of
      the source code of
      the most current version of the Software in computer readable form;  and one (1)
      copy of the Documentation.





2.4.  Effect
      of Merger or Like Transaction . This
      Agreement and all rights
      and obligations
      of the
      Parties shall
      remain in full force and effect following any merger of either
      Party with or
      into another Person and
      following any transfer of all or any portion of the outstanding stock or of
      all
      or any portion of the assets of either
      Party .




2.5.  Developments .





(a)  Licensee
      is free to make any Developments, at its own cost, which Licensee, in its
      discretion, determines to be appropriate. For the avoidance of doubt, a
      Development is the addition of functionality and not replication or correction
      of functionality present in the Software.





(b)  Licensee
      shall deliver to Licensor within ten (10) days of each of 31 March, 31 July,
      and
      30 November of each year (by physical delivery or electronic transmission):
      one
      (1) copy of the source code of the most current version of the Software (whether
      the Original Version or the Re-written Version) and of any Developments in
      computer readable form; and one (1) copy of documentation and operating
      instructions for the Software altered by any Developments, except
      in the case where there have been no Developments since the last delivery
      pursuant to this Section 2.5(b), in which case the Licensee shall instead
      deliver on each such date a notice to Licensor in the form set out at Schedule
      F.








(c)  Licensee
      hereby grants to Licensor, and Licensor hereby accepts, a non-transferable,
      non-exclusive, perpetual, royalty-free license to Use and Enhance the
      Developments anywhere in the Territory except
      in
      the Excluded Territory .





2.6.  Sub-Licensing .





(a)
      Licensee. Subject to the provisions of subsection 2.6(c) below, Licensee shall
      be entitled to sub-license any version of the Software in any form without
      restriction, provided, however, that (i) Licensee shall advise Licensor of
      its
      intention to provide any such sub-license; and (ii) prior to granting any
      sub-license, Licensee shall provide Licensor with a current version of the
      Software being sub-licensed.





(b)  Licensor.
      Subject to the provisions of subsection 2.6(c) below, Licensor may sub-license
      any version of the Development(s) without restriction to Affiliated Companies
      of
      Licensor and/or ALL. For the avoidance of doubt, Licensor may license and/or
      sub-license the Software in any form to any Person anywhere in the Territory
      and
      the provisions of subsection 2.6(c) below do not apply in respect of any such
      license and/or sub-license by the Licensor of the Software.





(c)  Any
      sub-license granted as permitted in this Section 2.6 shall be subject to the
      following provisions:-





(i)  the
      sub-license shall be only in relation object code and only in relation to Use
      (and not for the avoidance of doubt to Enhance or in relation to source
      code);





(ii)  the
      Party
      granting the sub-license provides expressly in any sub-license that there can
      be
      no further sub-licensing; and





(iii)  the
      Party
      agrees to be primarily liable for the performance by the sub-licensee of its
      obligations under such sub-license.





SECTION
      3.  ALLADDIN
      SERVICES





3.1.  Engagement
      of Licensor and ALL .
      Licensee hereby engages Licensor and ALL to perform the Alladdin Services ,
      on the
      terms set out in this Section 3 and Schedule B ,
      and
      Licensor and ALL hereby accept such engagement.





3.2.  Standard
      of Service .
      Licensor and ALL shall perform the Alladdin Services with reasonable care and
      skill and in conformity with all laws and regulations applicable to the business
      in which it engages.





3.3.  Term . Licensor ’s
      and
      ALL’s duty to perform the Alladdin Services
      shall commence as of the date hereof and shall extend for a term of  two
      (2)
      years (“Initial Term”). After expiry of the Initial Term, the Alladdin Services
      will continue automatically for additional one (1) year term(s) (each a “Renewal
      Term”) unless or until terminated by Licensee or Licensor or ALL upon at least
      ninety (90) days’ prior written notice to expire at the end of the Initial Term
      or a Renewal Term .
      Notwithstanding the foregoing, this Agreement may be
      terminated as provided in Section
      6 below.








3.4 .  Independent
      Contractor .
      Licensor and ALL shall provide the Alladdin Services solely
      as
      independent contractors and nothing contained in
      this  Agreement shall be
      construed as giving rise to an employment or agency relationship, joint venture,
      partnership or other form of business relationship.





3.5 .  No
      Authority to Bind Licensee . Licensor
      and ALL shall have no authority to take, nor shall it take, any action
      committing or obligating Licensee in any manner, and they shall not represent
      themselves to others as having such authority.





SECTION 4.  NMLS
      SERVICES





4.1.  Engagement
      of NMLS .
      Licensor hereby engages Licensee to perform the NMLS Services, on the terms
      set
      out in this Section 4 and Schedule C, and Licensee hereby accepts such
      engagement.





4.2.  Term .
      Licensee’s duty to perform the NMLS Services shall commence as of the date
      hereof and shall extend for a term of two (2) years (“Initial Term”). After
      expiry of the Initial Term, the NMLS Services will continue automatically for
      additional one (1) year term(s) (each a “Renewal Term”) unless or until
      terminated by Licensor or ALL or Licensee upon at least ninety (90) days’ prior
      written notice to expire at the end of the Initial Term or a Renewal Term.
      Notwithstanding the foregoing, this Agreement may be
      terminated as provided in Section 6 below.





4.3.  Independent
      Contractor .
      Licensee shall provide the NMLS Services solely as an independent contractor
      and
      nothing contained in this  Agreement
      shall be construed as giving rise to an employment or agency relationship,
      joint
      venture, partnership or other form of business relationship.





4.4.  No
      Authority to Bind Licensor or ALL .
      Licensee shall have no authority to take, nor shall it take, any action
      committing or obligating Licensor or ALL in any manner, and it shall not
      represent itself to others as having such authority.





SECTION
      5.  CONSIDERATION





5.1.  Consideration for
      License .





(a) Definitions .
      For
      purposes of the Section 5 only,
      capitalized terms used in this Section shall have the meaning set forth
      below.





(i)
      “Actual Value” means the Stock Price multiplied by 275,000.





(ii)
      “Additional Shares" means any shares of Common Stock which may be issued to
      Licensor in order to cover the deficit between the Ascribed Value and the Actual
      Value.





(iii)
      “ Ascribed
      Value” means US$225,000.





(iv)
      “ Common
      Stock” means the
      class
      of common stock of Licensee, par value US$0.001 per share .








(v)
      “Securities Act” means
      the U.S.
      Securities Act 1933, as amended.





(vi)
      “Shares” means 275,000
      shares of Common
      Stock, subject to adjustment as provided in Section 5.1.(c ),
      below.





( vii )
“Stock
      Price” means the average of the closing price of the Common
      Stock over the five trading days prior to the date
      on
      which Licensor may
      first sell Shares pursuant
      to Rule 144 under the Securities Act. For the avoidance of doubt this is the
      first day not being a Saturday or Sunday after the day on which the Shares
      are
      received by Licensor.





( viii)
      “U.S.” means the United States of America.





(ix )
      “Valuation Date” means the fifth day after the date
      on
      which Licensor may
      first sell the
      Shares pursuant
      to Rule 144 under the Securities Act. For the avoidance of doubt this is the
      first day not being a Saturday or Sunday after the day on which the Shares
      are
      received by Licensor.





(x)
“US$”
      means the currency of the U.S .





(b)
      In
      consideration for the grant of the License, Licensee shall
      issue Shares
      to Licensor or its
      designees (all of which shall be subject to the applicable provisions of this
      Agreement relating to Shares) upon the execution of this Agreement. Licensee may be
      obligated to deliver to Licensor Additional Shares pursuant to Section 5.1 (c)  below.





(c)
      In
      the event that the Actual Value of the Shares is less than Ascribed Value on
      the
      Valuation Date (“Deficiency”), Licensee shall
      deliver to Licensor
      within 5 days of the Valuation Date, cash
      and/or Additional Shares in an amount equal to the difference between the
      Ascribed Value and the Actual Value. The mix of cash and shares of Common Stock
      which Licensee
      is required
      to deliver to Licensor to
      offset any  Deficiency
      shall be in the sole discretion of Licensee .
      To the
      extent that Licensee issues
      shares of Common Stock to offset any portion of the Deficiency, Licensee shall
      deliver to Licensor a number
      of Additional Shares as shall be calculated by dividing the US$ amount
      of the Deficiency to be paid by the issuance of shares
      of  Common
      Stock by the Stock Price. Any Common Stock delivered to Licensor under this
      Section 5.1. (c)
      shall
      be subject to the provisions of this Section 5.1 and
      Sections 9.9, 10.9 and 12 below and all of the representations, warranties
      and
      covenants of Licensor and
      Licensee with
      respect to the Shares included elsewhere in this Agreement.





(d)
      Licensee shall pay all costs and expenses related to (to be paid by Licensee
      within 5 days of the completion of the visit) a visit by an officer of Licensor
      to Licensee’s offices in Calgary, Canada to be undertaken before the end of the
      month of February 2005. Licensee shall make available suitably senior personnel
      during regular business hours during the visit to meet with the officer of
      Licensor.





5.2.  Compensation
      for Services .
      In
      consideration of and as complete compensation for the Alladdin Services Licensee shall:





(a)
      pay
      to Licensor or ALL or their
      designees a sum
      equal to 2% of all card deposits run under the Barclaycard  Business merchant
      accounts designated as GeLotto ID 2806107 and Rehab ID 2201036 (“Card
      Deposits”) ,
      said
      payment to be made the 10 th day of
      each month. Licensee guarantees a minimum payment of US$8,000 per
      month ("Minimum Payment") to Licensor or
      ALL or their
      designees in
      connection with procuring the Alladdin Services  and
      that
      in the event that 2% of Card
      Deposits equals
      more than the Minimum
      Payment  in
      any
      month, Licensee shall
      pay to Licensor the
      amount of any such difference by the 5 th day of the
      following month. All monetary amounts payable under this Section 5.2(a) are
      net
      of any VAT which may be added if appropriate, and, if added, the VAT amount(s)
      shall be billed on a proper tax invoice. Licensor or its designees may charge
      Licensee daily interest on late payment of amounts due under this Section
      5.2.(a) (both before and after judgment) at a rate of 5% per annum above the
      Bank of England Base Rate (as at the date the payment was due), from the due
      date until the date of actual payment. If Licensee fails to pay amounts due
      to
      Licensor or its designees under this Section 5.2(a) by the due date, Licensee
      shall reimburse Licensor or its designees all reasonable expenses incurred
      by
      Licensor or its designees in recovering such amount. The
      Minimum Payment shall be recalculated every 31st January, 30th April, 31st
      July
      and 31st October by multiplying GBP4,200 by the spot US$/GBP foreign exchange
      rate quoted by Investec Bank (UK) Limited, or such other bank as the Parties
      may
      determine, at noon on said dates and rounded up to the nearest US$. For
      the
      avoidance of doubt, any foreign exchange or other banking fees or expenses
      which
      may be charged to Licensor in the event that any payment is received by Licensor
      in a currency other than GBP shall be immediately reimbursed to Licensor by
      Licensee ;
      and








(b)
      upon
      the execution hereof, issue to Licensor or its
      designees warrants (“the
      Warrants”) to
      purchase up to two hundred
      thousand ( 2 00,000 ) shares
      of Common Stock on
      terms
      and conditions no
      less
      favorable than the most
      favorable terms and conditions of warrants to
      purchase Common
      Stock granted
      by Licensee to its
      management or any
      other third party and the
      anti dilution provisions of which shall apply and operate from the date hereof
      and not the date of issue of the Warrants, if later .





5.3.  Survival
      Upon Termination .
      This
      Section 5 shall survive the expiry or earlier termination of this
      Agreement.





SECTION 6.  TERMINATION





6.1.  Termination .





(a) Termination
      by Licensee .





(i) License . The consideration paid for the License as
      described in Section 5.1 above is
      tendered in full payment for the License
      and the License may be
      terminated only in accordance with Section 6.1.(b) below.





(ii)  Alladdin Services .
      If
      Licensor or ALL  is
      in
      material breach of its
      obligations to
      provide the Alladdin Services and such breach continues for thirty (30) days
      after written notice served by Licensee specifying in reasonable detail the
      basis thereof, Licensee's obligation to make payments under Section
      5.2(a) above shall be
      suspended during the period beginning thirty (30) days
      after the delivery of such notice to Licensor and ending when such breach
      has been cured by Licensor or ALL in all respects. In the event that Licensor or
      ALL effects
      a
      cure of any material breach Licensee shall immediately make the payments
      previously suspended, subject to a right of set-off for any amounts paid during
      such time as Licensor or ALL failed to provide the Alladdin Services. In the
      event that Licensor or
      ALL is
      unable
      to cure any material breach
      within ninety (90) days
      of
      the notice described in the foregoing sentence, Licensee may
      serve notice in writing on Licensor terminating the provision of the Alladdin
      Services and Licensee 's
      obligation to make payments for
      the
      Alladdin Services.








(iii) NMLS
      Services .
      Licensee may by serving notice in writing on Licensor terminate the NMLS
      Services (i) if Licensor becomes bankrupt or insolvent or is unable to pay
      its
      debts or enters into compulsory or voluntary liquidation other than for the
      purpose of any corporate restructuring or reorganisation not in consequence
      of
      debt or compounds with or convenes a meeting of its creditors or has a receiver
      or manager or an administrative receiver or an administrator is appointed over
      its assets or ceases for any reason to carry on business or takes or suffers
      any
      similar or analogous action in any jurisdiction of the Territory or (ii)
      by reason of the operation of Section 6.1(a)(ii) above, in which cases, for
      the
      avoidance of doubt, Licensee shall adhere to the Migration Plan as set out
      in
      Section 6.3 below .





(b) Termination
      by Licensor or ALL .





(i) License .
      Licensor or ALL may by serving notice in writing on Licensee terminate the
      License if:





(A)  Licensee
      fails to comply within thirty (30) days of the date of performance with any
      of
      the provisions set out in Section 5.1 above; and





(B)  Licensee
      is in material breach of any obligation in this Agreement relating to the
      License (including those set out in Section 2 above and Section 8 below) and
      fails to remedy such breach (if capable of remedy) within thirty (30) days
      of a
      written notice served by Licensor or ALL specifying the breach.





(ii) Alladdin
      Services .  (A).
      In
      the event that Licensee fails to perform any of Licensee’s obligations set out
      in Section 5.2 above within thirty (30) days of the date due for
      performance ,
      Licensor or ALL shall be entitled by
      serving notice in writing on Licensee to suspend performance of the Alladdin
      Services (but without prejudice to Licensee’s obligations to pay the
      consideration under Section 5.2 above) until such time as Licensee performs
      such
      obligation. If Licensee fails to perform any of such obligations, within a
      period of ninety (90) days of the date due for performance, Licensor
      or ALL shall be entitled by
      serving notice in writing on Licensee to terminate the rendering of the Alladdin
      Services.





(B) If
      a
      Development is deployed which contravenes or in Licensor’s or ALL’s reasonable
      opinion may contravene any law, regulation or other rule or code of conduct
      in
      Great Britain, Licensor or ALL shall be entitled by serving notice in writing
      on
      Licensee to suspend performance of the Alladdin Services (but without prejudice
      to Licensee’s obligations to pay the consideration under Section 5.2 above)
      until the Development has been removed. If it has not been removed within ninety
      (90) days of the date of being deployed, Licensor or ALL shall be entitled
      by
      serving notice in writing on Licensee to terminate the rendering of the Alladdin
      Services.


(C) If
      a claim is
      asserted or any Legal Proceeding is commenced against
      Licensor or Licensee alleging that any Development infringes or has infringed
      any Proprietary Right of any Person, Licensor or ALL shall be entitled by
      serving notice in writing on Licensee to suspend performance of the Alladdin
      Services (but without prejudice to Licensee’s obligations to pay the
      consideration under Section 5.2 above) until such time as the claim or Legal
      Proceeding is settled. If the claim or Legal Proceeding is not settled within
      ninety (90) days of having been commenced, Licensor or ALL shall be entitled
      by
      serving notice in writing on Licensee to terminate the rendering of the Alladdin
      Services.





(iii)  NMLS
      Services .
      Licensor or ALL may by serving notice in writing on Licensee terminate the
      NMLS
      Services if:








(A)  Licensee
      is in material breach of any obligation in this Agreement relating to the NMLS
      Services (including those set out in Sections 4 or Schedule C) or in breach
      of
      any obligation in Section 5 and fails to remedy such breach (if capable of
      remedy) within ninety (90) days of a written notice served by Licensor or ALL
      specifying the breach; or





(B)  Licensee
      becomes bankrupt or insolvent or is unable to pay its debts or enters into
      compulsory or voluntary liquidation other than for the purpose of any corporate
      restructuring or reorganisation not in consequence of debt or compounds with
      or
      convenes a meeting of its creditors or has a receiver or manager or an
      administrative receiver or an administrator is appointed over its assets or
      ceases for any reason to carry on business or takes or suffers any similar
      or
      analogous action in any jurisdiction of the Territory.





6.2.  Consequences
      of Termination .





(a)  If
      the
      License terminates for any reason, Licensee shall immediately cease to Use
      or
      Enhance the Software and/or any Developments and shall deliver to Licensor
      within ten (10) days of the date of such termination (by physical delivery
      or
      electronic transmission): one (1) copy of the source code of the most current
      version of the Software (whether the Original Version or the Re-written Version)
      and of any Developments in computer readable form; and one (1) copy of
      documentation and operating instructions for the Software altered by any
      Developments. The remedies of Licensor or ALL pursuant to this Section
      6.2(a) are not
      exclusive and shall not limit or otherwise affect any of the rights or remedied
      otherwise available to Licensor or ALL granted by law
      and under this Agreement, including recovery of damages.





(b)  Sections
      of this Agreement which are expressed or intended to survive termination of
      this
      Agreement (in whole or in part) shall survive.





(c)  The
      termination of this Agreement howsoever caused shall not affect the rights
      and
      obligations of the Parties that have accrued prior to termination.





6.3  Migration
      Plan .





(a)
      Licensee acknowledges that Licensor may wish to have continuity of the NMLS
      Services following termination of the NMLS Services (for whatever reason).
      Licensee agrees to co-operate with Licensor and/or any new service provider
      appointed by Licensor to provide the NMLS Services or any part of them (“New
      Service Provider”) to ensure smooth migration and continuity of the NMLS
      Services during the Migration Period.





(b)
      For
      the purposes of this Section 6.3, “Migration Period” means the period commencing
      on the date one Party gives written notice to the other terminating this
      Agreement and/or the NMLS Services and shall end on the date the NMLS Services
      have been successfully migrated or (if later) ninety (90) days after the date
      of
      the notice.





(c)
      As
      part of the migration, and to the extent reasonably required by Licensor,
      Licensee shall:





(i)
            perform
                the NMLS Services up to the end of the Migration Period in accordance
                with
                this Agreement;








(ii)
            provide
                a comprehensive list of tasks and/or issues outstanding (if any)
                at the
                end of the Migration Period;





(iii)
            provide
                any technical assistance reasonably required by Licensor and/or New
                Service Provider to enable the smooth migration of the NMLS Services;
                and





(iv)
            promptly,
                on request, do all other things and acts that may reasonably be required
                to ensure a smooth migration of the NMLS
                Services.





(d)
      As
      part of the migration, and to the extent reasonably required by Licensee,
      Licensor shall promptly, on request, do all other things and acts that may
      reasonably be required to ensure a smooth migration of the NMLS
      Services.





SECTION 7.  ADDITIONAL
      OBLIGATIONS OF THE PARTIES





7.1.  Technical
      Assistance . Licensor
      shall make itself available to Licensee (at reasonable times and locations
      and
      upon reasonable notice), to consult with, instruct, and assist Licensee
      and  Affiliated
      Companies with respect to the  Use
      of
      the Software. Licensee shall make itself available to Licensor and its designees
      (at reasonable times and locations and upon reasonable notice), to consult
      with,
      instruct, and assist Licensor and its designees with respect to the Use of
      Developments.





7.2.  Confidentiality .
      The
      Parties and each of their respective employees, agents and representatives
      shall
      keep strictly and permanently confidential all information obtained in
      connection with this Agreement and the transactions contemplated by this
      Agreement. Without limiting the generality of the foregoing, neither Licensor,
      ALL, Licensee nor any of their respective employees, agents and representatives
      shall use or disclose to any other Person (i) any non-public information regarding the business operations or financial or other affairs
      of the
      Parties or
      ( ii )
      any of
      the terms and provisions of this Agreement. This
      Section 7.2 shall survive the expiry or earlier termination of this Agreement
      for a period of two years from such termination.





SECTION 8.  CLAIMS
      AND LEGAL PROCEEDINGS





8.1.  Infringement Claims .
      If any
      claim is asserted or any Legal Proceeding is commenced against either
      Party that the Software and/or
      Developments or their Use or Enhancement infringes or has infringed any Proprietary
      Right of any Person (each an “Infringement Claim”), then the defense of such
      Infringement Claim shall be under the control of the Party responsible for
      it as
      defined in Section 8.2 (the “Responsible Party”).





8.2.  Responsible
      Party .





(a)  Infringement
      Claims relating only to the Original Version of the Software or the Alladdin
      Materials (as defined in Schedule C below) shall be the responsibility of
      Licensor;





(b)  Infringement
      Claims relating only to the Re-written Version of the Software and/or
      Developments shall be the responsibility of Licensee;





(c)  other
      Infringement Claims shall be the joint responsibility of the Parties and dealt
      with in accordance with Section 8.5 (a “Joint Responsibility
      Claim”).





8.3.  Claims
      brought against non-Responsible Party .
      If the
      Infringement Claim (other than a Joint Responsibility Claim) is made against
      the
      Party who is not the Responsible Party, the other Party (the “Other
      Party”) shall
      immediately provide the
      Responsible Party with
      written notice of the assertion of such Infringement
      Claim and
      shall immediately furnish to the
      Responsible Party copies
      of all correspondence, pleadings and other materials relating to such claim
      or
      Legal Proceeding. The
      Responsible Party shall assume the defense of any such claim
      or
      Legal Proceeding ,
      and the
      following provisions shall apply :








(a) the
      Responsible Party shall
      have the exclusive right to control the defense of such Infringement
      Claim with
      counsel of its own choosing;





(b) the
      Other
      Party shall,
      at the
      Responsible Party’s reasonable expense,
      provide the
      Responsible Party with
      such information and assistance as the
      Responsible Party may
      request regarding such Infringement
      Claim ;





(c) the
      Other Party shall
      not enter into any settlement with respect to such Infringement
      Claim without
      the consent of  the
      Responsible Party ;





(d) the
      amount payable to the complaining party in connection with any settlement of
      such Infringement
      Claim ,
      and the
      amount of any damages or costs awarded to the complaining party by any court,
      arbitrator, or other trier of fact, shall be borne and paid exclusively by the
      Responsible Party ;





(e) all
      reasonable expenses incurred by the
      Other
      Party in
      connection with such Infringement
      Claim (including costs of investigation and attorneys' fees, only
      where incurred in
      respect of such Legal Proceeding where these have been incurred after
      the commencement of any such Legal Proceeding) shall be borne and paid exclusively
      by the
      Responsible Party.





8.4.  Claims
      brought against Responsible Party .
      If the
      Infringement Claim (other than a Joint Responsibility Claim) is made against
      the
      Responsible Party, then:





(a)  the
      other
      Party (the “Other Party”) shall,
      at the
      Responsible Party’s reasonable expense,
      provide the
      Responsible Party with
      such information and assistance as the
      Responsible Party may reasonably request
      for the purpose of enabling the
      Responsible Party to
      defend such Infringement
      Claim ;





(b)  the
      Responsible Party shall
      have the exclusive right to control the defense of such Infringement
      Claim with
      counsel of its own choosing, and shall have the exclusive right to settle such Infringement
      Claim (without
      the need to obtain any consent or approval of the
      Other
      Party or any
      other Person and provided that such settlement forecloses the possibility of
      future action as to any matter settled against the Other Party) on such terms
      as the
      Responsible Party ,
      in its
      discretion, determines to be appropriate;





(c)  the
      amount payable to the complaining party in connection with any settlement of
      such Infringement
      Claim ,
      and the
      amount of any damages or costs awarded to the complaining party by any court,
      arbitrator or other trier of fact, shall be borne and paid exclusively by the
      Responsible Party ;





(d)  all
      reasonable expenses incurred by the
      Responsible Party in
      connection with such Infringement
      Claim (including costs of investigation and attorneys' fees, whether incurred before
      or after the commencement of any such Legal Proceeding) shall be borne and
      paid
      exclusively by the
      Responsible Party.








8.5.  Joint
      Responsibility Claims .
      If a
      Joint Responsibility Claim is brought, then:-





(a)  if
      the
      Joint Responsibility Claim is brought against Licensee, Licensee shall
      immediately provide Licensor with written notice of the assertion of such
      Infringement Claim and shall immediately furnish to Licensor copies of all
      correspondence, pleadings and other materials relating to the Infringement
      Claim;





(b)  Licensor
      shall control the defense of such Infringement Claim with counsel of its own
      choosing;





(c)  Licensor
      and Licensee shall always consult fully with each other and obtain the other
      Party’s prior written approval (not to be unreasonably withheld or delayed)
      before taking any material step in relation to such actions or
      proceedings;





(d)  Neither
      party shall settle the Infringement Claim without the other Party’s prior
      written consent (such consent not to be unreasonably withheld or
      delayed);





(e)  Each
      Party shall, at its own expense, provide all such information and assistance
      as
      may reasonably required for the purpose of defending the Infringement
      Claim;





(f)  the
      amount payable to the complaining party in connection with any settlement of
      such Infringement Claim, and the amount of any damages or costs awarded to
      the
      complaining party by any court, arbitrator or other trier of fact and all
      expenses incurred by Licensor in connection with such Infringement Claim
      (including costs of investigation and attorneys' fees, whether incurred before
      or after the commencement of any such Legal Proceeding) shall be shared between
      the Parties equally unless:-





(i)  the
      Infringement Claim fails in respect of the Original Version of the Software
      and
      the Alladdin Materials (as defined in Schedule C below) but succeeds in respect
      of the Re-written Version of the Software and/or a Development, in which case
      all such amounts and expenses will be borne by Licensee;





(ii)  the
      Infringement Claim fails in respect of the Re-written Version of the Software
      and/or a Development but succeeds in respect of the Original Version of the
      Software and the Alladdin Materials (as defined in Schedule C below), in which
      case all such amounts and expenses will be borne by Licensor.





8.6.  Survival
      Upon Termination .
      This
      Section 8 shall survive the expiry or earlier termination of this
      Agreement.





SECTION 9.  LICENSOR REPRESENTATIONS
      AND WARRANTIES





Licensor
      hereby represents and warrants to Licensee as follows:





9.1.  Corporate
      Organization . Licensor
      is duly organized , and validly
      existing under
      the
      laws of England
      and Wales and has
      full corporate power and authority to carry on its business as it is now being
      conducted and to own the properties and assets it now owns.





9.2.  Authorization . Licensor
      has full corporate power and authority to enter into this Agreement and to
      carry
      out the transactions contemplated hereby. The Board
      of Directors and stockholders of
      Licensor have taken all necessary action
      required by law, their Memorandum and Articles of Association or otherwise
      to be
      taken by them to authorize the execution and delivery of this Agreement and
      the
      consummation of the transactions contemplated hereby, and this
      Agreement is a valid and binding agreement of Licensor enforceable in accordance
      with its terms.








9.3.  No
      Violation .
      Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will violate any provision of the Memorandum
      and Articles of Association of Licensor, or will violate, or be in conflict
      with, or constitute a default (or an event which, with notice or lapse of time
      or both, would constitute a default) under, or result in the termination of,
      or
      accelerate the performance required by, or cause the acceleration of the
      maturity of any debt or obligation pursuant to, or result in the creation or
      imposition of any security interest, lien or other encumbrance upon any property
      or assets of Licensor under, any agreement or commitment to which Licensor
      is a
      party or by which Licensor is bound, or to which the property of Licensor is
      subject, or violate any statute or law or any judgment, decree, order,
      regulation or rule of any court or governmental authority.





9.4.  Title
      to Software .
      Licensor owns
      all
      legal and beneficial title
      to the
      Software free and clear of all title defects or objections, liens, claims,
      charges, security interests or other encumbrances of any nature whatsoever
      including, without limitation conditional sales contracts, collateral security arrangements and other title
      or
      interest retention arrangements, which would prevent Licensor from entering
      into
      this Agreement or consummating the transactions contemplated
      hereby.





9.5.  Representations
      Relating to the Intellectual Property .





(a)
      Licensor is the sole owner of all title and interest in the Proprietary
      Rights in the Software
      and has full right to grant the License .





(b)
      To
      the best of Licensor's knowledge: (i) the Software does not infringe nor
      conflict with any Proprietary Right or other right of any Person  and;
      (ii) neither
      Licensor nor any
      other Person has
      received any written notice alleging
      that the Software infringes or conflicts with, or will infringe or conflict
      with, any Proprietary Right or other right of any Person, and there is no basis
      for the assertion of any such claim .





(c)
      To
      the best of Licensor's knowledge, the Use of the
      Software will not require the unauthorized use of any Proprietary
      Right ,
      and,
      without having conducted any special investigation , such use
      will not involve infringement or claimed infringement of
      any
      Proprietary Right of any Person .





9.6.  Litigation .
      There are
      no
      Legal Proceedings pending
      or threatened against or involving Licensor or which questions or challenges
      the
      validity of this Agreement or any action taken or to be taken by Licensor
      pursuant to this Agreement or in connection with the transactions contemplated
      hereby; nor is there and Licensor does not know or have any reason to know
      of
      any valid basis for any such Legal
      Proceeding .





9.7.  Consents .
      No
      consent of any Person not
      being a Party is necessary to the consummation of the transactions contemplated by
      this
      Agreement ,
      including, without limitation, consents from parties to loans, contracts, leases
      or other agreements and consents from national or local government or any agency
      thereof.





9.8.  Non-contravention .
      Neither
      the execution and delivery of this Agreement nor the performance of this
      Agreement will result (with or without notice or lapse of time) in (i) a
      violation of any law, rule, regulation, judgment, order, or decree to which
      Licensor or the Software is subject; or (ii) a breach or violation of any
      agreement or understanding (whether oral, written, express, or implied) to
      which
      Licensor is a party or by which Licensor is bound.











9.9.  Representations
      Relating to the Securities .





(a) Legend
      on Certificates Evidencing the Securities .





(i)
      Licensor acknowledges and agrees, and shall to
      the
      extent required by law cause
      each Person to whom
      Securities are issued or transferred to acknowledge and agree, that the
      Securities are “ restricted
      securities ” as
      defined by Rule 144 of the Rules and Regulations promulgated under the U.S.  Securities
      Act of 1933, as amended (the “Securities Act”), and that each certificate
      evidencing the Securities shall be
      imprinted with a restrictive legend substantially in the following
      form:





" “[NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE/CONVERSION OF THESE
      SECURITIES HAVE BEEN REGISTERED] THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH
      THE
      SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
      IN
      RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR
      SOLD
      EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
      ACT
      OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
      TO,
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS.”





(ii)
      Licensor acknowledges and agrees, and shall cause each Person to whom
      Securities are issued or transferred  to
      acknowledge and agree, that such
      Securities may be
      disposed of only pursuant to an effective registration statement under the
      Securities Act or pursuant to an available exemption from or in a transaction
      not subject to the registration requirements thereof ; and





( iii )
      in
      connection with any transfer of any Securities other than pursuant to an
      effective registration statement, Licensee
      may require
      the transferor thereof to provide to Licensee with an opinion of counsel
      selected by the transferor, the form and substance of which opinion shall be
      reasonably satisfactory to Licensee, to the effect that such transfer does
      not
      require registration under the Securities Act. Licensee shall not be obligated
      to register or recognize any transfer of Securities if such transfer is not
      affected as provided in this Section 9.9 and shall not be liable to any party
      other than Licensor in connection therewith.





9.10  Full
      Disclosure .
      This
      Agreement does not in relation to the Software or Licensor contain any untrue
      statement of fact or omit to state any fact necessary to make any of the
      representations or any of the other statements or information contained in
      this
      Section 9 or therein not misleading.





9.11  Survival
      Upon Termination .
      This
      Section 9 shall survive the expiry or earlier termination of this
      Agreement.





SECTION
      10.  LICENSEE
      REPRESENTATIONS AND WARRANTIES





Licensee
      hereby represents and warrants to Licensor as follows:








10.1.  Corporate
      Organization .
      Licensee is duly organized, validly existing and in good standing under the
      laws
      of the U.S. State of Delaware and has full corporate power and authority to
      carry on its business as it is now being conducted and to own the properties
      and
      assets it now owns.





10.2.  Authorization .
      Licensee has full corporate power and authority to enter into this Agreement
      and
      to carry out the transactions contemplated hereby. The Board of Directors and
      stockholders of Licensee have taken all necessary action required by law, its
      Certificate of Incorporation, By-Laws or otherwise to be taken by them to
      authorize the execution and delivery of this Agreement and the consummation
      of
      the transactions contemplated hereby, including the issue of the Securities
      and
      this Agreement is a valid and binding agreement of Licensee enforceable in
      accordance with its terms.





10.3.  No
      Violation .
      Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby including the issue of the Securities will
      violate any provision of the Certificate of Incorporation or By-Laws of
      Licensee, or, will violate, or be in conflict with, or constitute a default
      (or
      an event which, with notice or lapse of time or both, would constitute a
      default) under, or result in the termination of, or accelerate the performance
      required by, or cause the acceleration of the maturity of any debt or obligation
      pursuant to, or result in the creation or imposition of any security interest,
      lien or other encumbrance upon any property or assets of Licensee under, any
      agreement or commitment to which Licensee is a party or by which Licensee is
      bound, or to which the property of Licensee is subject, or violate any statute
      or law or any judgment, decree, order, regulation or rule of any court or
      governmental authority.





10.4.  Title
      to Developments .
      At the
      time of any transfer of a Development to Licensor, Licensee will have good,
      valid and marketable title to such Development free and clear of all title
      defects or objections, liens, claims, charges, security interests or other
      encumbrances of any nature whatsoever including, without limitation leases,
      chattel mortgages, conditional
      sales contracts, collateral security arrangements and other title or interest
      retention arrangements, which would prevent Licensee from entering into this
      Agreement or consummating the transactions contemplated hereby.





10.5.  Representations
      Relating to the Intellectual Property .





(a)
      Licensee will be the sole owner or will obtain sole ownership of all title
      and
      interest in the Re-written Version of the Software and the Developments (subject
      to the rights of Licensor in the Original Version of the Software) and will
      have
      full right to grant to Licensor the license described in Section 2.5(c),
      above.





(b)
      the
      Re-written Version of the Software and/or Developments will not infringe nor
      conflict with any Proprietary Right or other right of any Person and there
      will
      be no basis for the assertion of any such claim.





(c)
      The
      Use and Enhancement of the Re-written Version of the Software and/or
      Developments will not require the unauthorized use of any Proprietary Right,
      and
      such use will not involve infringement or claimed infringement of any
      Proprietary Right of any Person.





10.6.  Litigation .
      There
      are no Legal Proceedings pending or threatened against or involving Licensee
      or
      which questions or challenges the validity of this Agreement or any action
      taken
      or to be taken by Licensee pursuant to this Agreement or in connection with
      the
      transactions contemplated hereby; nor is there and Licensee does not know or
      have any reason to know of any valid basis for any such Legal
      Proceeding.








10.7.  Consents .
      No
      consent of any Person not
      being
      a Party is
      necessary to the consummation of the transactions contemplated by this
      Agreement, including, without limitation, consents from parties to loans,
      contracts, leases or other agreements and consents from national or local
      government or any agency thereof.





10.8.  Non-contravention .
      Neither
      the execution and delivery of this Agreement nor the performance of this
      Agreement will result (with or without notice or lapse of time) in (i) a
      violation of any law, rule, regulation, judgment, order, or decree to which
      Licensee or any Development is subject; or (ii) a breach or violation of any
      agreement or understanding (whether oral, written, express, or implied) to
      which
      Licensee is a party or by which Licensee is bound.





10.9.  Representations
      Relating to Securities .





(a)
      Only
      class of shares. Common Stock is the only class of equity securities authorized
      and issued by Licensee; and





(b)
      The
      Securities have been duly authorized and when issued in accordance with the
      terms of this Agreement will be duly and validly issued and outstanding, fully
      paid and non-assignable and will not have been deemed in violation of any
      pre-emptive rights of any person.





10.10.  Full
      Disclosure .
      This
      Agreement does not in relation to Licensee contain any untrue statement of
      fact
      or omit to state any fact necessary to make any of the representations or any
      of
      the other statements or information contained in this Section 10 or therein
      not
      misleading.





10.11.  Survival
      Upon Termination .
      This
      Section 10 shall survive the expiry or earlier termination of this
      Agreement.





SECTION
      11.  LIMITATION OF LIABILITY





11.1  Alladdin
      Services .





(a)  Subject
      to Section 11.4 below, neither Licensor, ALL, nor any Affiliated Company of
      Licensor or of ALL, shall be liable for:-





(i)  any
      loss
      of anticipated savings, loss of business, loss of profits, loss of revenue,
      and/or





(ii)  any
      loss
      of availability, business interruption, loss of or corruption of data;
      and/or





(iii)  any
      additional operational and/or administrative costs and expenses; or





(iv)  any
      indirect or consequential loss or damage ;





arising
      out of or in connection with the Alladdin Services and all such liability is
      hereby excluded howsoever arising whether arising in contract, in tort
      (including in negligence), for breach of statutory duty or
      otherwise.





(b)
      Subject to Section 11.4 below, the maximum aggregate combined liability of
      Licensor, ALL and any Affiliated Company of Licensor or ALL to Licensee or
      any
      Affiliated Company of Licensee howsoever arising (whether arising in contract,
      tort (including negligence) or otherwise) in connection the Alladdin Services
      relating to events in any calendar year shall not exceed the aggregate of the
      consideration paid or payable to Licensor by Licensee under Section 5.2(a)
      during such year.








11.2.  NMLS
      Services .





(a)
      Subject to Section 11.4 below, neither Licensee nor any Affiliated Company
      of
      Licensee shall be liable for:-





(i)  any
      loss
      of anticipated savings, loss of business, loss of profits, loss of revenue,
      and/or





(ii)  any
      loss
      of availability, business interruption, loss of or corruption of data;
      and/or





(iii)  any
      additional operational and/or administrative costs and expenses; or





(iv)  any
      indirect or consequential loss or damage;





arising
      out of or in connection with the NMLS Services and all such liability is hereby
      excluded howsoever arising whether arising in contract, in tort (including
      in
      negligence), for breach of statutory duty or otherwise.





(b)
      Subject to Section 11.4 below, the maximum aggregate combined liability of
      Licensee and any Affiliated Company of Licensee to Licensor or any Affiliated
      Company of Licensor howsoever arising (whether arising in contract, tort
      (including negligence) or otherwise) in connection with the NMLS Services
      relating to events in any calendar year shall not exceed the aggregate of the
      consideration paid or payable to Licensor by Licensee under Section 5.2(a)
      during such year.





11.3.  Force
      Majeure .
      Neither
      of the Parties will be liable for or be regarded as being in breach of any
      of
      the provisions of this Agreement by reason of any failure to perform any
      obligation under this Agreement, if such failure is the direct or indirect
      result of any cause beyond its reasonable control including, without limitation:
      Act of God; refusal, failure to grant, suspension or withdrawal of any
      governmental license or consent or any other act or omission of any government
      (including any change in law or regulation in the Territory); fire, floods,
      storms; explosion; breakdown of machinery or act of terrorism. In any such
      case,
      the Party claiming the benefit of this Section will notify the other Parties
      of
      the existence of the delay, and such notifying Party will use due diligence
      to
      remove the cause of such delay and take reasonable steps to resume performance
      as soon as possible. If performance is not achieved within three (3) months,
      either of the other Parties may terminate this Agreement by service notice
      in
      writing on the other Parties.





11.4.  Certain
      Exceptions .
      Nothing
      in this Agreement excludes or limits liability for death or personal injury
      caused by negligence nor for fraudulent misrepresentation.





11.5.  Survival
      Upon Termination .
      This
      Section 11 shall survive the expiry or earlier termination of this
      Agreement.








SECTION
      12.  REGISTRATION
      RIGHTS





12.1 (a)
      If
      Licensee at any time proposes to register the offer and sale of any of its
      securities under the U.S. Securities
      Act of 1933, as amended (the “ Securities
      Act”) (other than on a Registration Statement filed under the Securities Act on
      Form S-8 or S-4 or any similar or successor forms), whether or not for sale
      for
      its own account, it will each such time give at least thirty (30) days prior
      written notice (the "Notice") to Licensor (so long as Licensor or its designees
      still own any Securities, which, for purposes of this Section are referred
      to
      collectively as the “Registrable Securities”) of its intention to file a
      Registration Statement under the Securities Act and of their rights under this
      Section 12. Upon the written request of Licensor made within twenty (20) days
      of
      the date of the Notice (which request shall specify the aggregate number of
      Registrable Securities which Licensor wishes to be registered and will also
      specify the intended method of disposition thereof, if any), Licensee will
      effect the registration under the Securities Act of all securities which
      Licensee has been so requested to register by Licensor (an “Incidental
      Registration”); provided, that if, any time after giving written notice of its
      intention to register securities and prior to the effective date of the
      Registration Statement filed in connection with such registration, Licensee
      shall determine for any reason not to register any of Licensee’s securities,
      Licensee shall give written notice of such determination to Licensor and,
      thereupon, shall be relieved of its obligation to register any securities in
      connection with such registration (but not from its obligation to pay the
      registration expenses incurred prior to the date of Licensee’s determination in
      connection therewith). The Licensee will pay all expenses in connection with
      any
      Incidental Registration other than any underwriting discounts or commissions
      with respect to securities sold by Licensor. Licensor may not participate in
      any
      underwritten registration unless Licensor (i) agrees to sell its securities
      on
      the basis provided in any underwriting arrangements approved by the persons
      who
      have selected the underwriter and (ii) accurately completes in a timely manner
      and executes all questionnaires, powers of attorney, underwriting agreements,
      escrow agreements, indemnification agreements and other documents customarily
      required under the terms of such underwriting arrangements; it being understood
      and agreed that, Licensor shall not be obligated to make any representation
      or
      warranty or to agree to any covenant or obligation (including “lockups” and
      other similar restrictions) which are not imposed upon or otherwise obtained
      from all other participating security holders (other than officers and employees
      of Licensee).





(b)
      Only
      in the event that any registration of the Licensee’s securities is made pursuant
      to or in connection with an agreement with Persons other than Licensee
      Affiliated Companies who have invested in excess of an aggregate of US$2,500,000
      in the Licensee or the Licensee Affiliated Companies and such Persons do not
      approve the inclusion of the Registrable Securities in any such Registration Statement, Licensee shall be entitled to
      exclude the Registrable Securities from such Registration Statement.





12.2.  Licensee
      agrees that until a period of two (2) years after Licensor has exercised the
      last of its Warrants Licensee will make publicly available the information
      required by Rule 144(c) of the Securities Act.





12.3.  Licensor
      agrees to comply with all relevant provisions of US securities laws and any
      reasonable requirements of Licensee in connection with the sale of the Registrable Securities registered on Licensor’s behalf.





SECTION
      13 .  MISCELLANEOUS
      PROVISIONS





13.1.  Notices .
      Any
      notice, demand, consent, request, or other communication required or permitted
      to be delivered under
      this Agreement to
      either Party
      (“Receiving Party” )
      shall
      be in writing and shall be deemed properly delivered, given, and received on
      the
      earlier of (i) the date of actual delivery of such notice, demand, consent,
      request, or other communication to the Receiving
      Party at the
      address set forth beneath the name of the Receiving
      Party below
      (or at such other address as the Receiving
      Party shall
      have specified in a written notice delivered to the other Party );
      or
      (ii) the date four business
      days after the date on which such notice, demand, consent, request, or other
      communication is deposited in the mail
      as
      registered or certified mail, postage prepaid, with return receipt requested,
      addressed to the Receiving
      Party at the
      address set forth beneath the name of the Receiving
      Party below
      (or at such other address as the Receiving
      Party shall
      have specified in a written notice delivered to the other Party ):








Licensor:   Alladdin
      Limited


12
      St
      James’s Square


London
      SW1Y 4RB


Attn.: Mr
      Andrew della Casa


Facsimile: (44)
      (207) 352 2672





Copied
      to:  Mr
      Andrew
      della Casa, 20 Stadium Street, London SW10 0PT





ALL:   Alladdin
      Lotteries Limited


12
      St
      James’s Square


London
      SW1Y 4RB


Attn.: Mr
      Andrew della Casa


Facsimile: (44)
      (207) 352 2672





Copied
      to:  Mr
      Andrew
      della Casa, 20 Stadium Street, London SW10 0PT





Licensee:   New
      Media
      Lottery Services, Inc.


370
      Neff
      Avenue


Suite
      L


Harrisonburg,
      VA 22801


Attn.:
      Mr. Randolph Brownell


Facsimile:
      ( 1)
      ( 540)
      574  0491





Copied
      to: Mr
      W Ruffa,
      Ruffa & Ruffa, 150 East 58 Street, New York 10155





13.2.  Headings. The
      underlined headings contained in this Agreement are for convenience of reference
      only, shall not be deemed to be a part of this Agreement and shall not be
      referred to in connection with the construction or interpretation of this
      Agreement.





13.3.  Counterparts. This
      Agreement may be executed in several counterparts, each of which shall
      constitute an original and all of which, when taken together, shall constitute
      one agreement.





13.4.  Governing
      Law and
      Jurisdiction .
      This
      Agreement shall be construed and interpreted in accordance with, and shall
      be
      governed in all respects by, the laws of England
      and the Parties hereby irrevocably consent and submit to the exclusive
      jurisdiction of the English courts .





13.5.  Assignment .  (A)
      Licensor may, at its election and upon three (3) months prior written notice
      to
      Licensee, assign any or all of its rights or delegate any or all of its
      obligations under this Agreement (i) to ALL, (ii) to any of its or ALL’s
      Affiliated Companies; or (iii) to any Person that acquires or otherwise succeeds
      to (whether by merger, acquisition of assets, or otherwise) all or any portion
      of Licensor's or ALL’s assets or business. In the
      event Licensor assigns its rights and delegates its obligations under this
      Agreement as permitted by this Section 13.5(A), Licensor
      shall automatically (and without the necessity of any further action on the
      part
      of the
      Parties )
      be
      fully and unconditionally released and discharged from all of its obligations
      under this Agreement.








(B)
      ALL
      may, at its election and upon three (3) months prior written notice to Licensee,
      assign any or all of its rights or delegate any or all of its obligations under
      this Agreement (i) to Licensor, (ii) to any of its or Licensor’s Affiliated
      Companies; or (iii) to any Person that acquires or otherwise succeeds to
      (whether by merger, acquisition of assets, or otherwise) all or any portion
      of
      Licensor's or ALL’s assets or business. In the
      event ALL assigns its rights and delegates its obligations under this Agreement
      as permitted by this Section 13.5(B), ALL
      shall automatically (and without the necessity of any further action on the
      part
      of the
      Parties )
      be
      fully and unconditionally released and discharged from all of its obligations
      under this Agreement.





( C )
      Licensee may, at its election and upon
      three (3) months prior written notice to Licensor and
      ALL ,
      assign
      any or all of its rights or delegate any or all of its obligations under this
      Agreement (i) to any of its Affiliated Companies, or (ii) to any Person that
      acquires or otherwise succeeds to (whether by merger, acquisition of assets,
      or
      otherwise) all or any portion of Licensee's assets or business. In
      the
      event Licensee assigns its rights and delegates its obligations under this
      Agreement as permitted by this Section 13.5(C), Licensee
      shall automatically (and without the necessity of any further action on the
      part
      of the
      Parties )
      be
      fully and unconditionally released and discharged from all of its obligations
      under this Agreement.





13.6.  Successors
      and Assigns .
      Subject
      to the provisions of Section 13.5
      above ,
      this
      Agreement shall inure to the benefit of Licensor, to the benefit of ALL and
      to
      the benefit of Licensee .
      Subject
      to the provisions of Section 13.5
      above ,
      this
      Agreement shall be binding upon (a) Licensor and its successors and assigns;
      (b)
      ALL and its successors and assigns; and (c) Licensee and its successors and
      assigns. The
      provisions of this Agreement are not intended to, and shall not, provide any
      rights or remedies to any sublicensee or to
      any other Person.





13.7.  Severability. In the
      event that any provision of this Agreement, or the application of such provision
      to any Person or set of circumstances, shall be determined to be invalid,
      unlawful, void, or unenforceable to any extent, the remainder of this Agreement,
      and the application of such provision to Persons or circumstances other than
      those as to which it is determined to be invalid, unlawful, void, or
      unenforceable, shall not be affected and shall continue to be valid and
      enforceable to the fullest extent permitted by law.





13.8.  Entire
      Agreement . This
      Agreement sets forth the entire understanding of the Parties with
      respect to the subject matter of this Agreement and supersedes all prior agreements, representations and
      understandings (other
      than fraudulent misrepresentations) between
      the Parties relating
      to the subject matter of this Agreement. All
      implied terms, conditions and warranties (whether implied by statute, common
      law, a course of dealings, or otherwise) are excluded to the maximum extent
      permitted by law.





13.9  Third
      Party Rights .
      A
      Person who is not a party to this Agreement has no right under the Contracts
      (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this
      Agreement.





13.10.  Waiver .
      No
      failure on the part of either of
      the Parties to
      exercise any power, right, privilege, or remedy hereunder, and no delay on
      the
      part of either of
      the Parties in
      exercising any such power, right, privilege, or remedy, shall preclude any
      other
      or further exercise thereof or of any other power, right, privilege, or
      remedy.





13.11.  Variations
      of Pronouns . Whenever
      the context so requires, the singular number shall include the plural, and
      vice
      versa; the masculine gender shall include the feminine and neuter genders;
      and
      the neuter gender shall include the masculine and feminine genders.








13.12.  Additional
      Documents and Actions . The
      Parties agree to
      execute and deliver, or cause to be executed and delivered, such agreements,
      instruments, and documents (including, without limitation, a memorandum of
      license suitable for recording in the U.S. Patent and Trademark Office and
      satisfactory in form and substance to the
      submitting Party ),
      and to
      take such other actions, as a
      Party reasonably determines to be necessary or appropriate for the purpose of
      effectuating, evidencing, implementing, or facilitating the consummation of
      any
      of the transactions contemplated by this Agreement or for the purpose of
      enabling a
      Party to
      enforce any of its rights under this Agreement.





13.13.  Non-exclusivity .
      The
      rights and remedies of the
      Parties under
      this Agreement are not exclusive of or limited by or in limitation of any other
      rights or remedies (including, without limitation, any rights of set off) which the
      Parties may
      have, whether at law, in equity, by contract
      or otherwise, all of which shall be cumulative. Without limiting the generality
      of the foregoing, the rights and remedies of the
      Parties under
      this Agreement, and the obligations and liabilities of the
      Parties under
      this Agreement, are in addition to their respective rights, remedies,
      obligations, and liabilities under the law of unfair competition,
      misappropriation of trade secrets, and the like. This Agreement does not limit,
      and is not limited by, the terms of any covenant not to compete, employment,
      confidentiality, invention, or similar agreement which the
      Parties may
      contemporaneously herewith or hereafter enter into .













SCHEDULE
      A


**Documentation**











1.  Documents
      forming Documentation:




1.
            Lottery-Interfaces-Database


2.
            Business
                Process Diagrams


3.
            Draft
                Functional Spec


4.
            Lottery-Server-Environment


5.
            Draw
                Procedures





2.
            For
                the purposes of Section 2.3 above, a copy of the Documentation has,
                as of
                the date of this Agreement, been delivered to Licensee by
                Licensor.












SCHEDULE
      B





**Alladdin
      Services**








Ongoing
      activity undertaken by Alladdin in respect of NMLS




1.
            Regulatory
                responsibility for Rehab UK, OldOppos, Lotter-eÔ


2.
            Reconciliations
                - Rehab Lotteries, Rehab UK, OldOppos, Lotter-eÔ


3.
            Gaming
                Board returns - OldOppos/Lotter-eÔ,
                Rehab UK


4.
            Beneficiary
                relationship management - 2 charities (Rehab Lotteries, Rehab UK),
                12
                charities (Lotter-eÔ),
                4 charities(OldOppos)


5.
            Beneficiary
                receipts - 1 charity (Rehab UK), 12 charities(Lotter-eÔ),
                4 charities (OldOppos)


6.
            merchant
                ID accounts management-
                GeLotto ID 2806107 and Rehab ID
                2201036


7.
            bank
                and bank accounts management - for above
                lotteries/societies


8.
            sales
                reports for above lotteries in accordance with applicable
                law


9.
            withdrawal
                processing and management - Euro and GBP, all above
                accounts


10.
            advise
                on statutory requirements in Britain / regulatory
                management


11.
            monitor
                current sites for compliance with statutory requirements - Rehab
                UK,
                OldOppos, Lotter-eÔ


12.
            monitor
                current Terms & Conditions for compliance with statutory requirements
                - Rehab UK, OldOppos, Lotter-eÔ


13.
            monitor
                UK marketing of above lotteries for compliance with statutory
                requirements


14.
            processes
                monitoring and management


15.
            liaising
                with Calgary, New Jersey,
                Harrisonburg












SCHEDULE
      C





**NMLS
      Services**





1.  Definitions .
      For
      purposes of Section 4 and this Schedule C only, capitalized terms shall have
      the
      meaning set forth below :





“Alladdin
      Materials” means the trade marks, colours, style, graphics, and other aspects of
      appearance owned or controlled by or licensed to Licensor by its licensors
      provided by Licensor to Licensee for inclusion on the Hosted Site;





“Alladdin
      URL” means www.lotter-e.co.uk and www.lotter-e.co.uk/ntltv/index.htm ;





“Customisation
      Requirements” means the document attached as schedule one which indicates how
      the Lottery Engine will be customised for Licensor;





“Database”
      means the compilation of data about Users collected by Licensee whilst operating
      the Hosted Site;





“Hosted
      Site” means the web sites, constituting the Lottery Engine with the Alladdin
      Materials, to be operated, maintained and hosted by Licensee in accordance
      with
      Section 4 and this Schedule C, to which the Alladdin URLs point;





“Lottery
      Engine” means the Software and any Developments which are accepted by Licensor
      under paragraph 2(g) below;




“Service
      Level Agreement” means the service level agreement set out in Schedule
      D.





“User”
      means a person using the Hosted Site.





2.  Operation,
      Maintenance and Hosting of the Hosted Site .





(a)  Licensee
      shall be responsible for operating, maintaining and hosting the Hosted Site
      in
      accordance with the provisions of Section 4 above and this Schedule
      C.





(b)  Licensee
      shall operate and maintain the Hosted Site to operate and provide the same
      visual appearance and functionality as exists at the date of this
      Agreement.





(c)  Licensee
      shall use reasonable endeavors to correct or make good any errors in the Hosted
      Site which Licensor notifies to Licensee within a reasonable period of
      time.





(d)  Licensee
      shall operate and host the Hosted Site on secure and virus free computer servers
      operated and maintained by Licensee or its Internet service provider
      sub-contractor(s) and shall be responsible for all costs associated with
      hosting, operating and maintaining the Hosted Site, including all system
      operation software costs, hardware costs, and network costs.





(e)  Licensee
      shall host, operate and maintain the Hosted Site consistent with the Service
      Level Agreement and, without prejudice to this requirement, the Hosted Site
      shall meet response performance standards (including but not limited to up-time
      continuity and speed of processing) that are no less than those achieved for
      other websites operated by Licensee. Licensee shall ensure that the Hosted
      Site
      is on average available on the Internet for at least the same percentage of
      time
      (measured over each year of the NMLS Services) as its own websites.








(f)  Licensee
      shall provide Licensor with as much advance warning as is reasonably possible
      of
      all scheduled maintenance with respect to the Hosted Site which is likely to
      result in it being unavailable. Licensee shall use reasonable endeavors to
      minimise the duration of any unavailability.





(g)  Whenever
      Licensee completes a new Development, it shall inform Licensor and if Licensor
      requires, Licensee shall within a reasonable time incorporate the new
      Development into the Hosted Site.





(h)  Licensee
      agrees to indemnify and hold Licensor and ALL harmless from and against any
      and
      all claims, damages and costs arising out of any claim brought by any User
      or
      other person arising out of a failure by Licensee to provide the NMLS Services
      in accordance with this Agreement.





(i)  Licensor
      grants to Licensee a non-exclusive and non-transferable license to use the
      Alladdin Materials on the Hosted Site throughout the Territory during the term
      of the NMLS Services. Except as stated in this Section 4.3.(i), Licensee shall
      not make any other use of the Alladdin Materials. The license granted in this
      Section 4.3.(i) shall terminate automatically on termination of the NMLS
      Services. All use of the Alladdin Materials shall inure to the sole benefit
      of
      Licensor.





3.  Database
      of Users .





(a)  Licensee
      shall ensure that the Database is segregated from the databases Licensee
      operates for other instances of the Lottery Engine. However, Licensee is not
      obliged to dedicate any separate hardware to the Hosted Site and this
      segregation may be achieved on the same hardware as used by Licensee for itself
      or for other licensees of Licensee. Licensee shall use reasonable endeavors
      to
      ensure that the data contained in the Database is kept integral and
      secure.





(b)  Licensee
      shall not use the Database for any purpose other than as directed by Licensor,
      and shall give Licensor a copy of the Database in any format reasonably
      specified by Licensor on request. Licensee shall take all appropriate technical
      and organisational measures against unauthorised access and loss or damage
      of
      any personal data within the Database.





(c)  All
      Proprietary Rights in the Database shall vest in Licensor.













SCHEDULE
      D




**Service
      Level Agreement**


**1**  **INTRODUCTION**





The
      service levels for the NMLS Services (“Service Levels”) set out at paragraph 4
      of this Schedule D will be measured over a rolling 1 month period.





Licensee
      will provide the NMLS Services in accordance with these Service
      Levels.




**2**  **OBLIGATIONS
      ON FAILURE**





If
      Licensee fails to provide the NMLS Services in accordance with the Service
      Levels, Licensee shall:




1.1
            notify
                Licensor as soon as practicable of the failure;
                and




1.2
            take
                such steps as Licensor may reasonably require to remedy the failure
                including (but not limited to):




1.2.1  arranging
      such additional personnel as are necessary to perform the NMLS Services as
      soon
      as practicable;




1.2.2  remedying
      the failure within a timeframe specified by Licensor;




1.2.3  re-performing
      any non-conforming NMLS Service; and/or




1.2.4  putting
      any other reasonable measures in place to ensure that the NMLS Services are
      performed in accordance with the Service Level in the future.




**3**  **OTHER
      REMEDIES**





3.1
            If,
                during any rolling 1 month period, Licensee fails to perform a particular
                part of the Service Level for more than 15 days during that 1 month
                period
                for reasons other than Force Majeure, then Licensor shall, in addition
                to
                any other remedies available to it under this Agreement, be entitled
                to:


(a)
            terminate
                this Agreement and/or the NMLS Services immediately by giving written
                notice to Licensee; and/or




(b)
            procure,
                at its own expense, the provision or rectification of the NMLS Services
                (or part of it) from a third party which Licensee has failed to provide
                to
                the Service Level, in which case Licensee
                shall:




(i)  not
      unreasonably refuse to manage the delivery of the NMLS Services (or part of
      it)
      by the third party on Licensor’s behalf; and




(ii)  compensate
      Licensor for any amount Licensor may be required to pay that third party for
      a
      period of no longer than three (3) months.








**4**  **SERVICE
      LEVELS**





The
                following table details the different classes of support for the
                NMLS
                Services and how Licensee will
                respond.




**Critical
                Problem**
              **(Priority
                1)**
            Involves
                fundamental functionality of Lottery Engine and/or Hosted Site (as
                defined
                in Schedule C), precluding productive use of Lottery Engine and/or
                Hosted
                Site.Response
                Time
            Within
                30 minutes during Business Hours. Best endeavours will be made outside
                Business Hours.Resolution
            Continuous
                efforts to resolve during Business Hours.
              
              If
                there is a problem with the hosting solution, Licensee will make
                best
                endeavours to resolve on a 24x7 basis.
              
              These
                issues will normally be resolved within 4 hours.**Significant
                Problem**
              **(Priority
                2)**
            Involves
                functionality of Lottery Engine and/or Hosted Site, but does not
                preclude
                productive use of Lottery Engine and/or Hosted Site.Response
                Time
            Within
                4 hours during Business Hours.Resolution
            Best
                endeavours to resolve during Business Hours. These issues will normally
                be
                resolved within 2 business days.**Minor
                Appearance or Functionality Changes**
              **(Priority
                3)**
            Does
                not preclude productive use of Lottery Engine and/or Hosted
                Site.Response
                Time
            As
                soon as work schedules allow.Resolution
            Licensee
                will resolve these issues or fixes or documentation as required during
                Business Hours or may implement in a Development.





**Notes:**


1.
            Business
                Hours are 8AM to 4PM Mountain Standard Time (Greenwich Mean Time
                less 7
                hours)


2.
            Response
                times quoted are start times for appropriately skilled personnel
                to
                commence work on resolving the support
                request.


3.
            For
                Critical Problems (Priority 1) contact telephone number is 001
                403 209 2998 x 231during normal office hours. Outside these hours contact telephone
                number
                is the help desk on a 24x7 basis on the Support mobile number****[xxxxxxxxxxxxxxxxx].













SCHEDULE
      E




**Form
      of Warrant**





**NEITHER
      THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE
      BEEN
      REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
      MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
      THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE
      STATE
      SECURITIES OR BLUE SKY LAWS.**





**NEW
      MEDIA LOTTERY SERVICES, INC.**





**WARRANT**





Dated_______
      2005





New
      Media
      Lottery Services, Inc., a corporation organized and existing under the laws
      of
      the State of Delaware (the "Company"), hereby certifies that, for value
      received,  ,
      or its
      registered assigns ("Holder"), is entitled, subject to the terms set forth
      below, to purchase from the Company up to an aggregate of Two Hundred Thousand
      (200,000) shares of Common Stock, US$0.001 par value per share (the "Common
      Stock"), of the Company (each such share, a "Warrant Share" and all such shares,
      the "Warrant Shares") at an exercise price equal to US$_______ per Warrant
      Share
      (the “Exercise Price”), at any time and from time to time on or after the date
      hereof and through and including ( *a
      period comparable to that granted to the Company’s
      management* ) (the
      "Expiration Date"), and subject to the following terms and
      conditions:





1 .  Registration
      of Warrant .
      The
      Company shall register this Warrant, upon records to be maintained by the
      Company for that purpose (the "Warrant Register"), in the name of the record
      Holder hereof from time to time. The Company may deem and treat the registered
      Holder of this Warrant as the absolute owner hereof for the purpose of any
      exercise hereof or any distribution to the Holder, and for all other purposes,
      and the Company shall not be affected by notice to the contrary.








2 .  Registration
      of Transfers and Exchanges .





( a )  The
      Company shall register the transfer of any portion of this Warrant in the
      Warrant Register, upon surrender of this Warrant, with the Form of Assignment
      attached hereto duly completed and signed, to the Company at its address for
      notice specified in Section 11 along with an opinion of counsel to the Holder
      reasonably acceptable to the Company that such transfer may be made without
      compliance with Federal and state securities laws. Upon any such registration
      or
      transfer, a new warrant to purchase Common Stock, in substantially the form
      of
      this Warrant (any such new warrant, a "New Warrant"), evidencing the portion
      of
      this Warrant so transferred shall be issued to the transferee and a New Warrant
      evidencing the remaining portion of this Warrant not so transferred, if any,
      shall be issued to the transferring Holder. The acceptance of the New Warrant
      by
      the transferee thereof shall be deemed the acceptance of such transferee of
      all
      of the rights and obligations of a holder of a Warrant.





3 .  Duration
      and Exercise of Warrants .





This
      Warrant shall be exercisable by the registered Holder on any business day before
      5:00 P.M., New York City time, at any time and from time to time on or after
      the
      date hereof to and including the Expiration Date. At 5:00 P.M., New York City
      time on the Expiration Date, the portion of this Warrant not exercised prior
      thereto shall be and become void and of no value.





4.  Delivery
      of Warrant Shares .




a.
      To
      effect exercises hereunder, the Holder shall not be required to physically
      surrender this Warrant unless the aggregate Warrant Shares represented by this
      Warrant is being exercised. Upon delivery of the Exercise Notice to the Company
      (with the attached Warrant Shares Exercise Log) at its address for notice set
      forth herein and upon payment of the Exercise Price multiplied by the number
      of
      Warrant Shares that the Holder intends to purchase hereunder, the Company shall
      promptly (but in no event later than three Trading Days after the Date of
      Exercise (both as defined herein) issue and deliver to the Holder, a certificate
      for the Warrant Shares issuable upon such exercise which shall be free of
      restrictive legends.




b.
      "Trading Day" means (i) a day on which the Common Stock is traded on a Trading
      Market (being, for the purposes of this Section, any stock exchange, market
      or
      trading facility on which the Common Stock is traded other than the OTC Bulletin
      Board), or (ii) if the Common Stock is not listed on a Trading Market, a day
      on
      which the Common Stock is traded or quoted in the over-the-counter market,
      as
      reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted
      on a Trading Market, a day on which the Common Stock is quoted in the
      over-the-counter market as reported by the National Quotation Bureau
      Incorporated (or any similar organization or agency succeeding to its functions
      of reporting prices); provided, that in the event that the Common Stock is
      not
      listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day
      shall mean a Business Day (being, for the purposes of this Section, any day
      other than Saturday, Sunday or other day on which commercial banks in The City
      of New York are authorized or required by law to remain closed).









c.
      A
      "Date of Exercise" means the date on which the Holder shall have delivered
      to
      Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to
      it),
      appropriately completed and duly signed and (ii) payment of the Exercise Price
      for the number of Warrant Shares so indicated by the Holder to be
      purchased.




5.  Payment
      of Taxes .
      The
      Company will pay all documentary stamp taxes attributable to the issuance of
      Warrant Shares upon the exercise of this Warrant; provided, however, that the
      Company shall not be required to pay any tax which may be payable in respect
      of
      any transfer involved in the registration of any certificates for Warrant Shares
      or Warrants in a name other than that of the Holder, and the Company shall
      not
      be required to issue or cause to be issued or deliver or cause to be delivered
      the certificates for Warrant Shares unless or until the person or persons
      requesting the issuance thereof shall have paid to the Company the amount of
      such tax or shall have established to the satisfaction of the Company that
      such
      tax has been paid. The Holder shall be responsible for all other tax liability
      that may arise as a result of holding or transferring this Warrant or receiving
      Warrant Shares upon exercise hereof.





6 .  Replacement
      of Warrant .
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction and indemnity, if reasonably satisfactory to it. Applicants
      for a New Warrant under such circumstances shall also comply with such other
      reasonable regulations and procedures and pay such reasonable charges as the
      Company may prescribe.





7 .  Reservation
      of Warrant Shares .
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued Common Stock, solely for the
      purpose of enabling it to issue Warrant Shares upon exercise of this Warrant
      as
      herein provided, the number of Warrant Shares which are then issuable and
      deliverable upon the exercise of this entire Warrant, free from preemptive
      rights or any other actual contingent purchase rights of persons other than
      the
      Holder (taking into account the adjustments and restrictions of Section 8).
      The
      Company covenants that all Warrant Shares that shall be so issuable and
      deliverable shall, upon issuance and the payment of the applicable Exercise
      Price in accordance with the terms hereof, be duly and validly authorized,
      issued and fully paid and nonassessable.





8 .  Certain
      Adjustments .
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this Section
      8. Upon each such adjustment of the Exercise Price pursuant to this Section
      8,
      the Holder shall thereafter prior to the Expiration Date be entitled to
      purchase, at the Exercise Price resulting from such adjustment, the number
      of
      Warrant Shares obtained by multiplying the Exercise Price in effect immediately
      prior to such adjustment by the number of Warrant Shares issuable upon exercise
      of this Warrant immediately prior to such adjustment and dividing the product
      thereof by the Exercise Price resulting from such adjustment.





( a )  If
      the
      Company, at any time while this Warrant is outstanding, (i) shall pay a stock
      dividend or otherwise make a distribution or distributions on shares of its
      Common Stock (as defined below) or on any other class of capital stock (and
      not
      the Common Stock) payable in shares of Common Stock, (ii) subdivide outstanding
      shares of Common Stock into a larger number of shares, or (iii) combine
      outstanding shares of Common Stock into a smaller number of shares, the Exercise
      Price shall be multiplied by a fraction of which the numerator shall be the
      number of shares of Common Stock (excluding Treasury Shares, if any) outstanding
      before such event and of which the denominator shall be the number of shares
      of
      Common Stock (excluding Treasury Shares, if any) outstanding after such event.
      Any adjustment made pursuant to this Section shall become effective immediately
      after the record date for the determination of stockholders entitled to receive
      such dividend or distribution and shall become effective immediately after
      the
      effective date in the case of a subdivision or combination, and shall apply
      to
      successive subdivisions and combinations.








( b )  In
      case
      of any reclassification of the Common Stock, any consolidation or merger of
      the
      Company with or into another person, the sale or transfer of all or
      substantially all of the assets of the Company in which the consideration
      therefor is equity or equity equivalent securities or any compulsory share
      exchange pursuant to which the Common Stock is converted into other securities
      or property, then the Holder shall have the right thereafter to exercise this
      Warrant only into the shares of stock and other securities and property
      receivable upon or deemed to be held by holders of Common Stock following such
      reclassification, consolidation, merger, sale, transfer or share exchange,
      and
      the Holder shall be entitled upon such event to receive such amount of
      securities or property of the Company's business combination partner equal
      to
      the amount of Warrant Shares such Holder would have been entitled to had such
      Holder exercised this Warrant immediately prior to such reclassification,
      consolidation, merger, sale, transfer or share exchange. The terms of any such
      consolidation, merger, sale, transfer or share exchange shall include such
      terms
      so as to continue to give to the Holder the right to receive the securities
      or
      property set forth in this Section 8(b) upon any exercise following any such
      reclassification, consolidation, merger, sale, transfer or share
      exchange.





( c )  If
      the
      Company, at any time while this Warrant is outstanding, shall distribute to
      all
      holders of Common Stock (and not to holders of this Warrant) evidences of its
      indebtedness or assets or rights or warrants to subscribe for or purchase any
      security (excluding those referred to in Sections 8(a), (b) and (d)), then
      in
      each such case the Exercise Price shall be determined by multiplying the
      Exercise Price in effect immediately prior to the record date fixed for
      determination of stockholders entitled to receive such distribution by a
      fraction of which the denominator shall be the Exercise Price determined as
      of
      the record date mentioned above, and of which the numerator shall be such
      Exercise Price on such record date less the then fair market value at such
      record date of the portion of such assets or evidence of indebtedness so
      distributed applicable to one outstanding share of Common Stock as determined
      by
      a nationally recognized or major regional investment banking firm or firm of
      independent certified public accountants of recognized standing (which, in
      all
      events, may be the firm that regularly examines the financial statements of
      the
      Company) (an "Appraiser") mutually selected in good faith by the holders of
      a
      majority in interest of the Warrants then outstanding and the Company. Any
      determination made by the Appraiser shall be final.





( d )  If,
      at
      any time while this Warrant is outstanding, the Company shall issue or cause
      to
      be issued rights or warrants to acquire or otherwise sell or distribute shares
      of Common Stock to all holders of Common Stock for a consideration per share
      less than the Exercise Price then in effect, then, forthwith upon such issue
      or
      sale, the Exercise Price shall be reduced to the price (calculated to the
      nearest cent) determined by dividing (i) an amount equal to the sum of (A)
      the
      number of shares of Common Stock outstanding immediately prior to such issue
      or
      sale multiplied by the Exercise Price, and (B) the consideration, if any,
      received or receivable by the Company upon such issue or sale by (ii) the total
      number of shares of Common Stock outstanding immediately after such issue or
      sale.








( e )  For
      the
      purposes of this Section 8, the following clauses shall also be
      applicable:





(i) Record
      Date .
      In case
      the Company shall take a record of the holders of its Common Stock for the
      purpose of entitling the holders of Common Stock (A) to receive a dividend
      or
      other distribution payable in Common Stock or in securities convertible or
      exchangeable into shares of Common Stock, or (B) to subscribe for or purchase
      Common Stock or securities convertible or exchangeable into shares of Common
      Stock, then such record date shall be deemed to be the date of the issue or
      sale
      of the shares of Common Stock deemed to have been issued or sold upon the
      declaration of such dividend or the making of such other distribution or the
      date of the granting of such right of subscription or purchase, as the case
      may
      be.





(ii) Treasury
      Shares .
      The
      number of shares of Common Stock outstanding at any given time shall not include
      shares owned or held by or for the account of the Company, and the disposition
      of any such shares shall be considered an issue or sale of Common
      Stock.





( f )  All
      calculations under this Section 8 shall be made to the nearest cent or the
      nearest 1/100th of a share, as the case may be.





( g )  If:





(i)
      the
      Company shall declare a dividend (or any other distribution) on its Common
      Stock; or





(ii)
      the
      Company shall declare a special nonrecurring cash dividend on or a redemption
      of
      its Common Stock; or





(iii)
      the
      Company shall authorize the granting to all holders of the Common Stock rights
      or warrants to subscribe for or purchase any shares of capital stock of any
      class or of any rights; or





(iv)
      the
      approval of any stockholders of the Company shall be required in connection
      with
      any reclassification of the Common Stock of the Company, any consolidation
      or
      merger to which the Company is a party, any sale or transfer of all or
      substantially all of the assets of the Company, or any compulsory share exchange
      whereby the Common Stock is converted into other securities, cash or property;
      or





(v)
      the
      Company shall authorize the voluntary dissolution, liquidation or winding up
      of
      the affairs of the Company,





then
      the
      Company shall cause to be mailed to each Holder at their last address as they
      shall appear upon the Warrant Register, at least 30 calendar days prior to
      the
      applicable record or effective date hereinafter specified, a notice stating
      (x)
      the date on which a record is to be taken for the purpose of such dividend,
      distribution, redemption, rights or warrants, or if a record is not to be taken,
      the date as of which the holders of Common Stock of record to be entitled to
      such dividend, distributions, redemption, rights or warrants are to be
      determined or (y) the date on which such reclassification, consolidation,
      merger, sale, transfer or share exchange is expected to become effective or
      close, and the date as of which it is expected that holders of Common Stock
      of
      record shall be entitled to exchange their shares of Common Stock for
      securities, cash or other property deliverable upon such reclassification,
      consolidation, merger, sale, transfer, share exchange, dissolution, liquidation
      or winding up; provided , however ,
      that
      the failure to mail such notice or any defect therein or in the mailing thereof
      shall not affect the validity of the corporate action required to be specified
      in such notice.








9 .  Payment
      of Exercise Price .
      The
      Holder may exercise this Warrant by tendering to the Company cash
      or
      certified or official bank check or checks in an amount calculated by
      multiplying the Exercise Price per share by the number of Warrant Shares the
      Holder desires to purchase .





10.  Fractional
      Shares .
      The
      Company shall not be required to issue or cause to be issued fractional Warrant
      Shares on the exercise of this Warrant. The number of full Warrant Shares which
      shall be issuable upon the exercise of this Warrant shall be computed on the
      basis of the aggregate number of Warrant Shares purchasable on exercise of
      this
      Warrant so presented. If any fraction of a Warrant Share would, except for
      the
      provisions of this Section 10, be issuable on the exercise of this Warrant,
      the
      Company shall, at its option, (i) pay an amount in cash equal to the Exercise
      Price multiplied by such fraction or (ii) round the number of Warrant Shares
      issuable, up to the next whole number.





11.  Notices .
      Any and
      all notices or other communications or deliveries hereunder shall be in writing
      and shall be deemed given and effective on the earliest of (i) the date of
      transmission, if such notice or communication is delivered via facsimile at
      the
      facsimile telephone number specified in this Section 11, (ii) three business
      days following the date of mailing, if sent by internationally recognized
      overnight courier service, or (iii) upon actual receipt by the party to whom
      such notice is required to be given. The addresses for such communications
      shall
      be:





If
      to the
      Company, to:  New
      Media
      Lottery Services, Inc.


370
      Neff
      Avenue - Suite L


Harrisonburg,
      VA 22801


Attn.:  Mr.
      Randolph H. Brownell


Facsimile:  (540)
      437-1686





If
      to the
      Holder, to the Holder at the address or facsimile number appearing on the
      Warrant Register or such other address or facsimile number as the Holder may
      provide to the Company in accordance with this Section 11.





12.  Warrant
      Agent .





( a )  The
      Company shall serve as warrant agent under this Warrant. Upon thirty (30) days'
      notice to the Holder, the Company may appoint a new warrant agent.





( b )  Any
      corporation into which the Company or any new warrant agent may be merged or
      any
      corporation resulting from any consolidation to which the Company or any new
      warrant agent shall be a party or any corporation to which the Company or any
      new warrant agent transfers substantially all of its corporate trust or
      shareholders services business shall be a successor warrant agent under this
      Warrant without any further act. Any such successor warrant agent shall promptly
      cause notice of its succession as warrant agent to be mailed (by first class
      mail, postage prepaid) to the Holder at the Holder's last address as shown
      on
      the Warrant Register.








13.  Miscellaneous .





(a)  This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and permitted assigns. This Warrant may be amended
      only in writing signed by the Company and the Holder.





(b)  Subject
      to Section 12(a), above, nothing in this Warrant shall be construed to give
      to
      any person or corporation other than the Company and the Holder any legal or
      equitable right, remedy or cause under this Warrant; this Warrant shall be
      for
      the sole and exclusive benefit of the Company and the Holder.





( c )  This
      Warrant shall be governed by and construed and enforced in accordance with
      the
      internal laws of the State of Delaware without regard to the principles of
      conflicts of law thereof.





( d )  The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.





( e )  In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.





IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above.








**NEW
      MEDIA LOTTERY SERVICES, INC.**








By:  _______________________________





Name:  _______________________________





Title:  _______________________________














**EXERCISE
      NOTICE**


**NEW
      MEDIA LOTTERY SERVICES, INC.**


**WARRANT
      DATED [ ], 2005**





In
      accordance with the Warrant enclosed with this Form of Election to Purchase,
      the
      undersigned hereby irrevocably elects to purchase [___________] shares of Common
      Stock ("Common Stock"), US$0.001 par value per share, of New Media Lottery
      Services, Inc. and encloses herewith US$________ in cash or certified or
      official bank check or checks, which sum represents the aggregate Exercise
      Price
      (as defined in the Warrant) for the number of shares of Common Stock to which
      this Form of Election to Purchase relates, together with any applicable taxes
      payable by the undersigned pursuant to the Warrant.







Pursuant
      to this Exercise Notice, the Company shall deliver to the holder _______________
      Warrant Shares in accordance with the terms of the Warrant.







Dated:
                ____,
                _____
            
            Name
                of Holder:(Print)
                ______________________By:
                ________________________Name:
                ______________________Title:
                _______________________Print
                social security or tax identification number if US resident:
              __________________________________________________________________________________
              (Signature
                must conform in all respects to name of holder as specified on the
                face of
                the Warrant)











**WARRANT
      SHARES EXERCISE LOG**




Date
            Number
                of Warrant Shares
              Available
                to be Exercised
            Number
                of Warrant
              Shares
                Exercised
            Number
                of Warrant Shares Remaining to be Exercised
















**FORM
      OF ASSIGNMENT**




[To
      be
      completed and signed only upon transfer of Warrant]




FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ________________________________ the right represented by the within Warrant
      to
      purchase ____________ shares of Common Stock of NEW MEDIA LOTTERY SERVICES,
      INC.
      to which the within Warrant relates and appoints ________________ attorney
      to
      transfer said right on the books of the Company with full power of substitution
      in the premises.




Dated:  _______________,
      ____











____________________________________




(Signature
      must conform in all respects to name of holder as specified on the face of
      the
      Warrant)




____________________________________




Address
      of Transferee




____________________________________






____________________________________




In
      the
      presence of:











__________________________













**SCHEDULE
      F**





**Notice**





New
      Media
      Lottery Services, Inc.


370
      Neff
      Avenue


Suite
      L


Harrisonburg


VA
      22801


USA


**NOTICE**








This
      notice is issued by New Media Lottery Services, Inc. (“ **NMLS** ”)
      under
      the terms of the Agreement between NMLS, Alladdin Limited (“ **Alladdin** ”)
      and
      Alladdin Lotteries Limited dated 6 th  May
      2005 (“ **the
      Agreement** ”).





The defined
      terms of the Agreement shall have the same meanings and interpretations in
      this
      notice.





In
      accordance with Section 2.5(b) of the Agreement, NMLS hereby certifies that
      no
      Development(s) has(have) been made since
      the last delivery to Alladdin of source code of the most current version of
      the
      Software and the documentation and operating instructions for the Software
      altered by any such Development(s) pursuant to Section 2.5(b) of the
      Agreement.





The
      issue
      of this notice does not in any way prejudice the respective rights and remedies
      of the Parties available under the Agreement or otherwise at law.








**SIGNED
      FOR AND ON BEHALF OF**


**NEW
      MEDIA LOTTERY SERVICES, INC.**














Signature











Name  *please
      print*











Date























IN
      WITNESS WHEREOF, Licensor, Licensee and ALL have caused this Agreement to be
      executed as of the date first above written.





Licensor:





ALLADDIN
      LIMITED








By:  ___________________





Print
      name: Andrew della Casa





ALL:





ALLADDIN
      LOTTERIES LIMITED








By:  ___________________





Print
      name: David Hart





Licensee:




NEW
      MEDIA
      LOTTERY SERVICES, INC .








By:  ___________________





Print
      name: Randolph Brownell