**EXHIBIT10.3**

 

**"CONFIDENTIALTREATMENT REQUESTED.  CONFIDENTIALPORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION.”**

 

**AMENDMENTAND TERMINATION AGREEMENT**

 

**THIS AMENDMENT AND TERMINATION AGREEMENT** (“***Termination Agreement***”)is made on May 3, 2002 (“***EffectiveDate***”), by and between **PDS GAMING CORPORATION formerlyPDS Financial Corporation**, aMinnesota corporation, its successors and assigns (“***PDS***”), whose addressis 6171 McLeod Drive, Las Vegas, NV 89120-4048, and **DIGIDEAL CORPORATION**, aNevada corporation (“***DigiDeal***”),whose address is East 5207 Third Avenue, Spokane, WA 99212 (each a “***Party***” andcollectively the “***Parties***”).

 

# **RECITALS**

 

**WHEREAS**, PDS and DigiDeal entered into that (i) **CONSULTINGAGREEMENT** dated August 3, 2001, as extended by agreement on November26, 2001 (“***ConsultingAgreement***”); (ii) **AMENDED ANDRESTATED AGREEMENT FOR TECHNOLOGY TRANSFER, MANUFACTURE, DISTRIBUTION ANDAFFECTING PATENT, TRADEMARK AND COPYRIGHTS** dated September 7, 2001,as modified in that **FIRST MODIFICATION OF****AGREEMENT FOR TECHNOLOGY TRANSFER,MANUFACTURE, DISTRIBUTION AND AFFECTING PATENT, TRADEMARK AND COPYRIGHTS**dated November 26, 2001 (collectively, the “***Domestic Agreement***”); (iii) **AMENDED AND RESTATED AGREEMENT FOR TECHNOLOGYTRANSFER, MANUFACTURE, DISTRIBUTION AND AFFECTING PATENT, TRADEMARK ANDCOPYRIGHTS****(Sovereign Nations)**dated March 3, 2001, as modified in that **FIRSTMODIFICATION OF****AGREEMENT FORTECHNOLOGY TRANSFER, MANUFACTURE, DISTRIBUTION AND AFFECTING PATENT, TRADEMARKAND COPYRIGHTS** dated November 26, 2001 (collectively, the “***Tribal Agreement***”);(iv) **CONFIDENTIAL SOFTWARE LICENSE AGREEMENT**dated August 31, 2000 (“***SoftwareLicense Agreement***”); (v) **CONFIDENTIALSOFTWARE TRANSFER AGREEMENT** dated August 31, 2000 (“***Software Transfer Agreement***”)(all such agreements, collectively, the “***Agreements***”); and (vi) **SUBSCRIPTION AGREEMENT** dated November 21,2001 (“***SubscriptionAgreement***”) ; and

 

**WHEREAS**, differences have arisen betweenthe Parties regarding the Agreements and the Subscription Agreement; and

 

**WHEREAS**, the parties have agreed that theDomestic Agreement and the Tribal Agreement shall be amended and thenterminated pursuant to the terms hereof; and

 

**WHEREAS**, the parties have agreed that theSubscription Agreement shall be amended pursuant to the terms hereof; and

 

**WHEREAS**, the parties have agreed that theremaining Agreements shall be terminated pursuant to the terms hereof; and

 

**WHEREAS**,the Parties desire to amicably resolve the pending differences under the termsand conditions set forth in this Termination Agreement and those other documents and instruments referenced herein.

 

**NOW, THEREFORE,IN CONSIDERATION** of themutual covenants and conditions set forth herein and other good and valuableconsideration, the sufficiency and adequacy of which is hereby acknowledged bythe Parties, it is agreed as follows:

 

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**1.             Recitals Incorporation. **The recitals set forthabove are hereby incorporated into this Termination Agreement as material partsthereof and not simply as mere recitals.

 

**2.             Stock Purchase.**  As part of the overall termination of theAgreements, PDS hereby agrees that upon execution of this Termination Agreementit shall immediately execute the amended Subscription Agreement attached heretoas **Exhibit “1.”** andpurchase One Hundred Eight Thousand One Hundred Eight (108,108) shares ofcommon stock of DigiDeal (the “***Shares***”) at a price of $1.85 per share for a total costof Two Hundred Thousand Dollars ($200,000.00) by transferring readily availableU.S. funds by wire transfer to an account designated by DigiDeal.  All of the terms and conditions of theamended Subscription Agreement shall be applicable to PDS’s purchase of theShares and shall survive the termination of the Agreements.

 

**3.             Non-Exclusive License Agreement; Buyout;Purchase of Intellectual Property.**

 

**a.            **Non-ExclusiveLicense Agreement.  As part of theoverall termination of the Agreements, the Parties hereby enter into aNon-Exclusive License Agreement (“***License Agreement***”).  Pursuant to this License Agreement in thissubsection 3-a, DigiDeal hereby grants PDS a non-exclusive license to manufacture, assemble, produce, program,reprogram, market, promote, lease, use, sell, service, repair, recover(repossess), and remanufacture up to Seventy-Four (74) Digital Card System (“***DCS***”) products (“***DCS Products***”) thatare currently in the possession of PDS on May 3, 2002 (the “***Maximum DCS Products***”).  DigiDeal also hereby grants PDS thenon-exclusive right to practice or otherwise use any methods or processes,which are necessary to distribute and operate the Maximum DCS Products.  The geographic scope of the LicenseAgreement shall be limited to the states and Sovereign Nations of Colorado,Mississippi, Nevada, North Carolina, Florida (including cruises-to-nowhere),California, and Minnesota (collectively, the “***License Jurisdictions***”).  This License Agreement is restrictedto the Maximum DCS Products, is not subject to a minimum distributionrequirement and is for an indefinite term, subject to termination pursuant tosubsection 3-b hereof.  This LicenseAgreement shall not be sold, transferred, pledged, assigned, hypothecated ormade subject to a negative pledge by PDS without the prior written consent ofDigiDeal, which shall not be unreasonably withheld.

 

**b.            **Buyout.The License Agreement may be terminated by DigiDeal, at anytime, upon DigiDealpaying to PDS consideration equal to (i) the actual and direct costs ofproduction of the existing inventory of the Maximum DCS Products parts andsupplies and the DCS tables locatedin the License Jurisdictions after deducting those amounts recouped by PDS forits costs of the units pursuant to Section 27 and 28 of the Domestic Agreementand Tribal Agreement (which Sections 27 and 28 are incorporated by reference hereinas if fully set forth), plus  (ii) anamount equal to five (5) times annualized PDS’s share of the revenues generatedfrom the DCS tables out under lease as calculated pursuant to Section 27 and 28of the Domestic Agreement and the Tribal Agreement  (the “***LeaseRevenues***”) (the “***Buyout***”). Within five (5) days of a written request byDigiDeal, PDS shall provide DigiDeal with a written accounting of the LeaseRevenues as required by Sections 30 and 31 of the Domestic Agreement and theTribal Agreement (which Sections 30 and 31 are incorporated by reference hereinas if fully set forth).  Upon DigiDealor the Third-Party’s (defined below) exercise of the Buyout and payment to PDSor its permitted assignees of all sums due under this subsection 3-b, PDS shallat its sole expense transfer, assign and deliver all of its right, title andinterest in and to (i) its existing inventory of DCS parts and supplies, and(ii) the DCS tables located in the License Jurisdictions. PDS shall also granta thirty (30) day license to Digideal or its assignee to use the PDS Software(as defined

 

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**"CONFIDENTIALMATERIAL REDACTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION."**

** **

in subsection 3-c) for the DCS tables, subject to applicable gaminglaws.  All PDS Software (as defined insubsection 3-c below) shall remain the exclusive property of PDS, subject tosubsection 3-d.  DigiDeal’s right toexercise the Buyout may be assigned to a Third-Party (see Section 5-abelow) subject to applicable gaming laws.

 

**c.            **Purchase ofIntellectual Property.  PDS herebyirrevocably sells to DigiDeal, and DigiDeal hereby purchases from PDS, all ofPDS’s Intellectual Property related to DCS free and clear of all liens, encumbrancesand charges (collectively, “***Liens***”) for the total sum of One Thousand Dollars($1,000.00) in hand delivered.  PDShereby irrevocably assigns the Intellectual Property rights being purchased byDigiDeal, free and clear of all Liens. For the purposes of this subsection and subsection 3-d, the term “***Intellectual Property***”shall mean the “*Transferred As*sets”as that term is defined in Section 3.17 of the Domestic Agreement, and “*The Patents*”, “*The Patent Rights*”, the “*DesignatedTechnology*”, the “*DesignatedTechnology Rights*”, “*TheCopyright Works*”, “*The Copyrights*”,the “*Designated Trademarks*”, andthe “*Designated Trademark Rights*”,as those terms are defined in Sections 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13,and 3.14 respectively of the Tribal Agreement, and the “*Software*”, as that term is defined inSection 2(a) of the Software License Agreement and Software Transfer Agreement,and that U.S. Provisional Patent Application Serial No. 60/347,364 entitled“Flat Felted Gaming Table And Method of Manufacture” filed January 10, 2002 byWilfred Apostal and assigned to PDS, and shall also include all trademarks,patents, know-how, developments, designs, trade secrets, processes and otherconfidential information, intellectual and similar intangible property rights,whether or not patentable or copyrightable (or otherwise subject to legallyenforceable restrictions or protections against unauthorized third partyusage), and any and all applications for, registrations of and extensions,divisions, renewals and reissuances of, and all improvements and developmentsof any of the foregoing, but specifically excludes the software developed byPDS for use or play in Nevada and other jurisdictions as specified in **Exhibit “2.”** (the “***PDS Software***”).  PDS retains no rights to the IntellectualProperty, or any other Intellectual Property related to or associated with theDCS, other than the PDS Software.  PDSshall not sell, transfer, pledge, assign or hypothecate the PDS Software, or makethe PDS Software subject to a negative pledge, without the prior writtenconsent of Digideal.

 

**d.            **Option toPurchase the PDS Software.  PDShereby grants Digideal the option to purchase the PDS Software for a sum of notmore than *** or such lesser amount as agreed upon by the parties (the “***Option Price***”).  This option to purchase shall be exercisedby notifying PDS in writing that DigiDeal or its assignee has elected toexercise this option.  DigiDeal or itsassignee shall tender payment of the Option Price along with the notificationthat it is exercising this option.  PDSshall then execute an assignment of all Intellectual Property rights coveringthe PDS Software.  DigiDeal may assignthis option to a third party in its sole and absolute discretion and shallprovide PDS with a copy of any such assignment.

 

**4.             Termination of Agreements.**

 

**a.**             Section 62 of the DomesticAgreement and the Tribal Agreement are hereby incorporated by reference hereinas if fully set forth and amended as follows: Upon termination as provided in this Termination Agreement, all rightsand obligations of DigiDeal and PDS under the Agreements, except for thosespecifically set forth in this Termination Agreement, shall terminate.  Termination shall not diminish PDS’sobligation to make payments as required in this Termination Agreement.  PDS shall continue to treat revenue in thesame manner after termination as prior to termination as set forth in Section28 of the Domestic Agreement and the 

 

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Tribal Agreement, except that PDS shall have no right to any revenue ifPDS fails to provide general customer support, maintenance or repair services.

 

**b.**             Consulting Agreement.  As part of the overall termination of theAgreements, the Parties agree that upon execution of this Termination Agreementand upon PDS completing its purchase of the Shares pursuant to Section 2hereof, the Parties will simultaneously execute a *Mutual Release and Termination* of the Consulting Agreement,which shall be in a form and substance mutually agreeable to both Parties.

 

**c.**             Domestic Agreement, TribalAgreement, Software Transfer Agreement and Software License Agreement.  As part of the overall termination of theAgreements, the Parties shall simultaneously execute a *Mutual Release and Termination* of theDomestic Agreement, Tribal Agreement, Software Transfer Agreement and SoftwareLicense Agreement, all of which shall be in a form and substance mutuallyagreeable to both Parties.  All sectionsof the Domestic Agreement and the Tribal Agreement incorporated by referenceherein shall survive the termination of the Agreements and remain in full forceand effect as provided herein.

 

**5.             Additional Assurances of PDS.**

 

**a.            **Upto and until the date of the Buyout, PDS shall use its best efforts to assistDigiDeal in facilitating a transition of the DCS Products and DCS technologyand Intellectual Property to a third party (the “***Third-Party***”), including assisting inidentifying the Third Party and assisting in structuring terms acceptable toDigiDeal.

 

**b.            **Upto and until the date of the Buyout, PDS shall apply any revenues due and owingto DigiDeal under the License Agreement against receivables due to PDS fromDigiDeal.

 

**c.            **PDSshall timely provide all required notices and filings relating to thisTermination Agreement to the Nevada State Gaming Control Board and any otherapplicable gaming regulatory authority. PDS shall provide DigiDeal and its counsel with a copy of all suchnotices and filings at least two (2) days prior to filing them, and DigiDealshall have one (1) day to suggest any revisions.  PDS shall not issue any press release or other public noticerelating to this Termination Agreement or the DCS Products without DigiDeal’sconsent, which consent shall not be unreasonably withheld.

 

**d.            **PDSagrees that it shall not sell the PDS Software to any person or entity otherthan DigiDeal or the Third-Party.

 

**e.            **PDSrepresents that it has not violated the *Mortgagesof Patent Rights*, which was attached to, and made a part of, theDomestic Agreement and/or the Tribal Agreement as Section 82, Appendix B.

 

**6.             Non-Compete.**

 

**a.            **Inorder to induce DigiDeal to enter into this Termination Agreement and toconsummate the transactions contemplated by this Termination Agreement, and asadditional consideration for the Consideration of Buyer, for a periodcommencing on the Effective Date and ending on the fifth anniversary of theEffective Date (the “***Non-CompetePeriod***”), PDS agrees that it willnot, except as permitted herein in Section 3, directly engage orparticipate in any business or activity involving the manufacture, sale,distribution or operation of the DCS; provided that nothing in thisSection shall prevent PDS from (i) engaging or participating in such

 

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business or activity at the request of and on behalf of DigiDeal,(ii) owning beneficially, as an investment, up to forty-nine percent (49%)of any company that competes with DigiDeal, or (iii) engaging in financingactivities on behalf of third parties whether related to the DCS or not.

 

**b.            **PDSrepresents to DigiDeal that the enforcement of the non-competition covenantsset forth in this Section (collectively, the “***Covenants***”) contained in thisSection would not be unduly burdensome to it.PDS agrees that a breach or violation of the this Section shallentitle DigiDeal, as a matter of right, to an injunction issued by any court ofcompetent jurisdiction, restraining any further or continued breach or violationof this Section.  Such right to aninjunction shall be cumulative and in addition to, and not in lieu of, anyother remedies to which DigiDeal may show itself justly entitled.  Further, during any period in which PDS isin breach of this Section, the time period of this Section shall be extendedfor an amount of time that PDS is in breach hereof, with the effect that thetotal duration of this Section shall be the original period plus the actualamount of time that PDS is in breach.

 

**c.            **Therepresentations and Covenants contained in this Section on the part of PDS willbe construed as ancillary to and independent of any other provisions of thisTermination Agreement, and the existence of any claim or cause of action of PDSagainst DigiDeal or any officer, director, or stockholder of DigiDeal, whetherpredicated on this Termination Agreement or otherwise, shall not constitute adefense to the enforcement by DigiDeal of this Section.

 

**d.            **Further,PDS agrees that the Covenants set forth herein are appropriate and reasonablewhen considered in light of the nature and extent of the business conducted byDigiDeal.  PDS acknowledges and agreesthat (i) DigiDeal would not enter into this Termination Agreement unless Selleragreed to the Covenants; (ii) it has read and understands the terms ofthis Termination Agreement including, without limitation, the Covenants and hasbeen provided the opportunity to discuss this Termination Agreement and theCovenants with DigiDeal and counsel of its choice and has carefully consideredthe nature and extent of the restrictions upon it and the rights and remediesconferred upon DigiDeal hereunder; and (iii) it will receive consideration foragreeing to the Covenants.  PDS herebyacknowledges and agrees that DigiDeal has a legitimate interest in protectingits business and that the Covenants are reasonable in limitations as to time,scope, geographical area and activity, and are fully required and are nogreater than necessary to protect the legitimate business interests of DigiDeal.  PDS further agrees that the Covenants arenot unduly harsh or oppressive to PDS in curtailing its legitimate efforts toearn a livelihood and do not stifle the inherent skill and experience of PDS,or confer a benefit upon DigiDeal disproportionate to the detriment toDigiDeal, or harm in any manner whatsoever the public interest or operate as abar to the PDS’s sole means of support.

 

**e.            **PDSagrees that if the Covenants should be held by any court or other constitutedlegal authority to be void or unenforceable in any particular area orjurisdiction, then PDS and DigiDeal shall consider this Termination Agreementto be modified so as to eliminate that particular area or jurisdiction or scopeas to which the Covenants are held to be void or otherwise unenforceable, andas to all other areas and jurisdictions covered by this Termination Agreement,the terms hereof shall remain in full force and effect as originallywritten.  Further, if the Covenantsshould be held by any court or other constituted legal authority to beeffective in any particular area or jurisdiction or scope only if saidCovenants are modified to limit their duration or scope, then PDS and DigiDealshall consider such Covenants to be amended and modified with respect to thatparticular area or jurisdiction so as to comply with the order of any court orother constituted legal authority, and as to all other political subdivisionsof the United States, the Covenants shall remain in full force and effect asoriginally written.

 

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**7.             Miscellaneous Provisions.**

 

**a.             BindingEffect.**  ThisSettlement Agreement shall be binding upon and inure to the benefit of theParties and their respective, permitted successors, heirs, executors,administrators, assigns, and all persons claiming by, through or under them.

 

**b.            ****Execution. **The Parties hereto agree that execution of a facsimile of thisTermination Agreement shall havethe same force and effect as anexecuted original and shall be binding upon the Parties.  The Parties also agree that facsimilesignatures shall be sufficient unless a third-party requires originals.

 

**c.             GoverningLaw.**The substantive andprocedural laws of the State of Nevada shall govern the validity, construction,interpretation, performance andenforcement of this Settlement Agreementand the Parties agree to jurisdictionin Nevada without reference to itsconflict of laws provisions.

 

**d.             Arbitration.**  Thearbitration provisions of Section 78 of the Domestic Agreement and the TribalAgreement are incorporated by reference herein as if fully set forth.

 

**e.            ****DueAuthorization.** The Parties represent and warrant to eachother that all necessary corporate action required to execute and perform this Termination Agreement has been taken,that the person signing this Termination Agreement on behalf of each Party isduly authorized and that this Termination Agreement is binding on each Party.

 

**f.              Confidentialityand Disclosure.**  The Partiesshall keep the terms and conditions of this Termination Agreement in thestrictest confidence.  Both Partiesagree not to divulge the terms and conditions of this Termination Agreement toany other person, without the prior written consent of other, gaming regulatoryauthorities excluded.  Notwithstandingthe above, DigiDeal may provide the information and this Termination Agreementto the Third-Party or a prospective Third-Party without the prior consent ofPDS.

 

**IN WITNESS WHEREOF**, the Parties have causedthis Agreement to be duly executed as of the date set forth above.

 
| **“*PDS*”**       | **“*DigiDeal*”** |   |
|-----------------------------|----------------------------|--------|
|                        |                       |   |
| **PDS  GAMING CORPORATION** | **DIGIDEAL  CORPORATION**  |   |
|                        |                       |   |
|                        |                       |   |
| By:                         | */s/ Johan P. Finley*      |   | By: | */s/ Michael J. Kuhn* |   |   |
| Johan P. Finley             | Michael J. Kuhn            |   |
| Chief Executive  Officer    | President                  |   |
|                             |                            |        |  |  |  |  |

 

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**Exhibit “1.”**

 

**Amended Subscription Agreement**

 

**AMENDEDAND RESTATED**

**DIGIDEALCORPORATION**

**SUBSCRIPTIONAGREEMENT FOR PURCHASE OF SHARES**

 

DigiDeal Corporation

5207 East Third Avenue

Spokane, WA 99212

 

Gentlemen/Madam:

 

**1.             Amendmentand Restatement. **ThisAmended and Restated Subscription Agreement amends,restates and replaces in its entirety that Subscription Agreement by andbetween the Company and PDS dated November 21, 2001.

 

**2.             Definitions. **Terms not otherwisedefined in this Agreement shall have the meanings attributed to such terms asfollows:

 

**2.1.** “***Company***” shall meanDigiDeal Corporation, a closely held Nevada corporation.

 

**2.2.**“***PDS***” shall mean PDSGaming Corporation, a publicly traded Minnesota corporation.

 

**2.3.**“***Share***” or “***Shares***” shall meanshares of common stock of the Company.

 

**2.4.**“***Subscription Agreement***”or “***Agreement***”shall mean this Amended and Restated Subscription Agreement for Purchase ofShares and includes all oral agreements between the parties hereto relating tothe subject matter of this Agreement.

 

**3.             Subscription.**  PDS hereby irrevocable agrees to purchaseShares of the Company in the total amount described in section 4 below, subjectto the terms and conditions set forth herein.

 

**4.             Number of Shares.**  Upon execution of this Agreement, PDS will purchase 108,108Shares of the Company at $1.85 per /share for a total cost of $200,000.00.

 

**5.             Representations and Warranties.** PDSrepresents and warrants to the Company as follows:

 

**5.1.**TheShares are being purchased by PDS for its own account, and not with a view todistribute or resell the same in any manner. PDS does not have any present intention of disposing of any or all ofthe Shares at any particular future in time or upon the **occurrence** of any particular event.

 

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**5.2.**PDSconfirms that, in making the decision to purchase the Shares, it has reliedsolely upon its own independent investigation of the Company and/or theinvestigation made by its corporate tax or other advisors.  PDS fully understands the OfferingMemorandum, which has been presented to PDS by the Company.  PDS’s advisors have had an opportunity toask questions of, and receive answers from, persons acting on behalf of theCompany.  PDS has relied solely upon theinformation provided in writing on behalf of the Company, or information frombooks and records furnished on behalf of the Company. PDS understands that alldocuments, books, and records of the Company will be available for inspectionby PDS at any time prior to the closing of the purchase evidenced hereby.  No oral representations have been made andno information has been furnished to PDS or any officer of PDS in connectionwith the offer of the Shares, which have been in any way inconsistent with theforegoing specified information.

 

**5.3.**PDSis aware that the Shares are subject to substantial risks.  PDS is capable of bearing the economic riskof its purchase of the Shares.  PDS hasadequate net worth and means of providing for its current needs and corporatecontingencies to sustain a complete loss of its interest in the Company and hasno need for liquidity of its Shares.  Inaddition, PDS’s present financial condition is such that it is under no presentneed, nor does it contemplate any future need to dispose of any portion of theShares to satisfy any existing or contemplated undertaking, need, orindebtedness.

 

**5.4.**PDS has such knowledge andexperience in financial and business matters that it is capable of evaluatingthe merits and risks of the purchase of the Shares.

 

**5.5.**PDS understands that nofederal or state agency has passed on or made any recommendation pertaining tothe Shares.  The information set forthin PDS’s Investor Questionnaire (the “***Questionnaire***”) is true and correct.  PDS understands that the Company is relyingupon the truth and accuracy of the information contained in the Questionnaireand the representations and warranties contained this Subscription Agreement inthe offering of the Shares for sale without registration under the securitieslaws.

 

**6.             Restrictionson Transferability of Shares.**  PDS understands that the Shares may be considered to besecurities and the Shares are not, and will not be, registered under thesecurities laws, in reliance upon exemptions from registration for nonpublicofferings.  Therefore, Shares may onlybe sold, pledged, hypothecated, or otherwise transferred (with or withoutconsideration) upon the conditions specified in this paragraph, or as otherwiseagreed to by the Company.  No assignmentof any Shares shall be effective if the assignment would violate the provisionsof the securities laws.  If the Companyso requires, no assignment shall be effective unless PDS, as transferor,deliver an opinion of counsel to the Company, which opinion must besatisfactory to the Company in all respects, to the effect that such transferwill not violate the securities laws.

 

**7.             Notices.** Any notices or other communications required or permitted hereby shallbe sufficient if sent by registered or certified mail, postage prepaid, returnreceipt requested, and, if to the Company, at the address to which this letteris addressed at the head of this Subscription Agreement, and if to theundersigned, at the address set forth at my 

 

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signature hereto, or such other address as either the Company or Ishall designate to the other by notice in writing.

 

**8.             Successorsand Assigns.**  ThisSubscription Agreement shall be binding upon and shall inure to the benefit ofthe parties hereto and to the successors and assigns of the Company and to thesuccessors, and permitted assignees of the undersigned.

 

**9.             Applicable Law.** This Subscription Agreement shall be governed by and construed inaccordance with the laws of the State of Washington, and, to the extent itinvolves any United States statue, in accordance with the laws of the UnitedStates.

 

**10.          Attorney’sFees and Costs.** In any action at law or equity to enforce or interpret any of theprovisions or rights under this Subscription Agreement, the prevailing partyshall be entitled to costs, expenses, and reasonable attorney’s fees incurredtherein, including without limitation, such costs, expenses, and fees on anyappeal.

 

**11.         ****Execution. **TheParties hereto agree that execution of a facsimile of this Subscription Agreement shall have the same force andeffect as an executed original and shall be binding upon the parties.  The parties also agree that facsimilesignatures shall be sufficient unless a third-party requires originals.

 

**IN WITNESS WHEREOF**,the undersigned agrees to all the terms of this Amended Subscription Agreement,and has executed this Agreement this 3rd day of May 2002.

 
|   | **PDS GAMING CORPORATION**        |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               |   |   |
|   | Johan P. Finley,  CEO             |
|   |                              |
|   | Federal Tax Id Number: 41-1605970 |
|   |                              |
|   | 6171 McLeod Drive                 |
|   | Las Vegas, NV 89120-4048          |
|   |                              |
|   |                              |

Total # of Shares Purchased: **108,108**  / Total Purchase Price **$200,000.00**

 

Accepted this 3rd day of May 2001.

 
| **DIGIDEAL CORPORATION** |
|--------------------------|
|                     |
| By:                      |   |   |
| Title:                   |   |   |

 

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Upon acceptance of this Subscription Agreement by the Company, theCompany will be bound by the following terms and conditions:

 

**1.             General.**

 

**1.1 **Uponthe terms and conditions stated herein, the Company agrees that personspurchasing Shares in this offering (“***1999 Shareholders***”) shall be entitled for aperiod of three (3) years, from the date the Subscription Agreement of a 1999Shareholder is accepted, to receive additional shares of common stock if theCompany should issue any shares of its voting or nonvoting common (“***New Issuance***”) stockat a price less than offering price of $1.35 per share (“***Offering Price***”).  Also, this right will terminate in the eventthe Company signs a letter of intent with an underwriter for the public offeringof any of the Company’s common stock and such letter of intent provides that,following the public offering, the common stock shall be traded on a nationalsecurities exchange or market.

 

**1.2 **Thenumber of shares to be issued shall be determined as follows:

 

First, the number of “fully paid” shares is determinedby dividing (a) the product of the number of shares sold for less that than theOffering Price times the per share consideration actually received by theCompany for shares; by (b) the Offering Price. This amount is then subtracted from the total number of shares sold forless that than the Offering Price to determine the number of shares of  “cheap stock”.  For instance, assume that the Company sold 135,000 shares for$1.00 per share.  The number of fullypaid shares would be determined by dividing $135,000 by $1.35 or $100,000.Therefore, the total number of shares of cheap stock issued would be 35,000.

 

**1.3 **Thenumber of shares to be issued to a 1999 Shareholder is determined as follows:

 

The product of (a) thesum of the total outstanding stock of the Company prior to New Issuance and thetotal number of cheap shares; divided by (b) the difference between 100% andthe percentage of stock owned by a 1999 Shareholder prior to the issuance of theshares.

 

The following amounts arethen subtracted from the product determined above: The total number of sharesoutstanding prior to the New Issuance, total amount of cheap stock and thetotal number of shares owned by a 1999 Shareholder prior to the New Issuance.

 

For Example, assume thatprior to the issuance of the 135,000 shares at $1.00 a share, the Company had1,000,000 shares outstanding and a 1999 Shareholder owned 50,000 or 5% of theCompany.  The total number of new sharesissued to the Shareholder would be 4,473. This amount was determined as follows:

 

                                                Productof (a) total number of outstanding shares (1,000,000) plus the total number ofcheap stock (35,000) divided by (b) 95% (100% minus 5%).  This amount equals 1,089,473.

 

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                                                Thefollowing amounts are then subtracted from 1,089,473: total number ofoutstanding shares (1,000,000), total amount of cheap stock (35,000) and thetotal number of shares owned by 1999 Shareholder (50,000).  The amount remaining is the number of sharesto be issued to 1999 Shareholder- 4,473.

 

**2.             Adjustments.**  

 

**2.1 **Inthe event the Company shall, at any time or from time to time (a) subdivide theoutstanding shares of voting or nonvoting common stock, or declare or pay adividend on the voting common stock payable in shares of voting or nonvotingcommon stock or securities convertible into or exchangeable for shares ofvoting common stock; or (b) combine the outstanding shares of voting ornonvoting common stock, or securities convertible or exchangeable into sharesof voting or nonvoting common stock into a smaller number of shares, in eachcase whether by reclassification of shares, recapitalization of the Company(including a recapitalization effected by a merger or consolidation) orotherwise, the Offering Price in effect immediately prior to such action shallbe adjusted by multiplying such Offering Price by a fraction, the numerator ofwhich is the number of shares of voting common stock outstanding immediately beforesuch event and the denominator of which is the number of shares of votingcommon stock outstanding immediately after such event.

 

**2.2 **Thefollowing provisions will be applicable:

 

**(1)          **Inthe case of an issue or sale for cash of shares, the “***consideration actually received***”by the Company therefore shall be deemed to be the amount of cash received,before deducting therefrom any commissions or expenses paid by the Company.

 

**(2)          **Inthe case of the issuance of additional shares of voting common stock for aconsideration other than cash or a consideration partly other than cash, theamount of the “consideration actually received” by the Company for such sharesshall be deemed to be fair market value of such consideration as determined ingood faith by the Board of Directors.

 

**3.             DeMinimis Adjustments.**

 

Notwithstanding any other provisions of this Section, the Company shallnot be required to make any adjustment of the Offering Price unless suchadjustment would require an increase or decrease of at least 1% in the OfferingPrice.  Any lesser adjustment shall becarried forward and shall be made no later than the time of, and together with,the next subsequent adjustment, which, together with any adjustment or adjustmentsso carried forward, shall amount to an increase or decrease of at least 1% inthe Offering Price.

 

**4.             ExcludedShares.**

 

**4.1 **Anythingherein to the contrary notwithstanding, 1999 Shareholders will not be issuedany additional shares nor shall there be any adjustment of the Offering Pricein the case of:

 

**(1)  **Securitiesissued pursuant to the acquisition of all or part of another company by theCompany by merger or other reorganization, or by the purchase of or part of theassets of 

 

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another company, pursuant to a plan, arrangement or agreement approvedby the Board of Directors;

 

**(2)  **Securitiesissued pursuant to existing options or warrants or securities issued orissuable to officers, directors, employees or consultants of the Company pursuantto stock grant, stock purchase and/or stock option plans or any other stockincentive program, arrangementor agreement approved by the Board of Directors;

 

**(3)  **Sharesof voting or nonvoting common stock received by the Company followingrepurchase of such shares pursuant to any restricted stock purchase agreement.

 

**5.             FractionalShares.**

 

The Company shall not be obligated to deliver to 1999 Shareholders anyfractional share or shares of common stock, but in lieu thereof may make a cashpayment in respect thereof in any manner permitted by law.

 

**6.             Reservationof Shares.**

 

The Company shall at all times reserve the keep available out if itsauthorized and uninsured voting common stock as shall from time to time beneeded to fulfill Company’s obligations hereunder.

 

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**Exhibit “2.”**

 

**PDSSoftware/Copyrights**

 

**Copyright Registrations**

 
| **Application to register copyright  on  Digital 21 Software, Version 1302**         |   | **Filed 9/27/01 by PDS**  |   | **Pending** |
|--------------------------------------------------------------------------------------|--------|---------------------------|--------|-------------|
|                                                                                 |   |                      |   |        |
| **Application to register copyright  on  Bonanza Blackjack Software,  Version 0102** |   | **Filed 9/27/01 by PDS**  |   | **Pending** |
|                                                                                 |   |                      |   |        |
| **Digital 21 Software**Version  1303                                                 |   | **Derivative of v.1302**  |   |        |
|                                                                                 |   |                      |   |        |
| **Digital 21 Software**Version 1401                                                  |   | **Derivative of v.1302**  |   |        |
|                                                                                 |   |                      |   |        |
| **Digital 21 Software**Version 1402                                                  |   | **Derivative of v.1302**  |   |        |
|                                                                                 |   |                      |   |        |
| **Bonanza  Blackjack Software  Version 0103**                                        |   | **Derivative  of v.0102** |   |        |
|                                                                                 |   |                      |   |        |
| **Bonanza  Blackjack Software  Version 0201**                                        |   | **Derivative  of v.0102** |   |        |

 

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