EXHIBIT 10.05 


 





 





August 19, 2010





 


 


Mr. Jerry Koslow


1700 Industrial Road


Las Vegas, NV 89102


 


Dear Mr. Koslow:


 


Further to our recent discussions regarding
your potential promotion with Gaming Partners International Corporation (GPIC), we are pleased to confirm our formal offer of employment
to you on the terms and conditions set out in this letter. Kindly acknowledge your formal acceptance of this offer by executing
the original of this letter and returning it to me.


 


You have been offered and have accepted
the full-time position of Chief Financial Officer and Treasurer of Gaming Partners International Corporation and Gaming Partners
International USA, Inc. effective August 19, 2010, and reporting to the President and CEO. Your responsibilities will include the
accounting, financial reporting, control, finance, banking, credit, information technology, internal audit, investor relations,
M&A, risk management, SEC reporting, stock administration, strategic planning, taxation and treasury functions of GPIC and
its subsidiaries together with such further duties and requirements as we may reasonably request of you from time to time, including
the timely implementation and testing of GPIC’s Section 404 internal controls and procedures. You will also act as the “financial”
liaison with the Board of Directors and the primary contact for the Audit Committee Chair.


 


The terms of your employment will be as
follows:


 


		1.       Base Salary	$175,000 annually (earned and paid biweekly
$6730.77) with a 35% bonus potential based on the executive bonus plan



 


		2.       Commencement Date	August 19, 2010



 





		3.       Benefits	You will be eligible to participate in the GPIC benefits plans which GPIC customarily makes available
to its employees, which currently consist of health, dental, vision, disability and life insurance.



 


		4.       Vacation	You will be entitled to four (4) weeks (20 days) per annum of paid vacation to be taken at a time
convenient to both you and GPIC.



 


		5.       Expenses	All reasonable expenses incurred to do business on behalf of GPIC will be reimbursed upon submitting
an approved expense report.



 


		6.       Severance	Except as expressly provided below, if your employment with GPIC is terminated, you shall be entitled
to receive only your base salary through the date of termination. In the event that after your first full year of employment with
GPIC your employment is terminated for any reason other than by GPIC for cause or by you for any reason, your severance entitlement
will be three (3) months of your base salary and payable as soon as practicable after your termination date. Cause is defined as
repeated and continuing violations of GPIC’s policies, gross misconduct (such as theft or other felonious actions), continuing
and unexcused failure to perform your duties in a manner materially detrimental to GPIC or any subsidiary, or a material breach
of the confidentiality or other clause in the “Employee Non-Disclosure Agreement.” The Board of Directors of GPIC will
determine if cause exists.



 


 


 





Gaming Partners International
Corporation


1700 Industrial Road Las
Vegas, NV 89102


 


Phone:
1-800-728-5766 - Phone: 702-384-2425 - Fax: 702-384-1965 - www.gpigaming.com - info@gpigaming.com




 









    	 



    	 



    

 


 


 


You understand that GPIC is subject to
gaming laws and regulations in various jurisdictions throughout the world. Accordingly, your employment and the terms of this letter
are subject to any applicable gaming regulatory approvals or actions. GPIC may terminate this letter and your employment for cause
if you are found unsuitable by any regulatory authority, if you fail to cooperate in any regulatory investigation or if in GPIC’s
reasonable opinion any of your activities endanger or would impose materially adverse restrictions on any gaming license of GPIC
or its affiliates. As required by GPI’s Compliance Plan, you will be required to complete an internal Due Diligence Questionnaire
prior to commencing employment.


 


GPIC asks that you complete the “Employee
Non-Disclosure Agreement” prior to commencing employment. In part, this agreement requests that a departing employee refrain
from using or disclosing “Confidential Information” (as defined therein) in any manner which might be detrimental to
or conflict with the business interests of GPIC or its employees.


 


We hope that you and GPIC find mutual satisfaction
with your employment. Nevertheless, employees have the right to terminate their employment at any time with or without cause or
notice, and GPIC reserves for itself an equal right. Your employment with GPIC shall be for no specific period of time and you
will be an “at will” employee.


 


This letter and the “Employee Non-Disclosure
Agreement” contain the entire agreement with respect to your employment, which shall be governed by and interpreted in accordance
with the laws of the State of Nevada. The terms of this offer may only be changed by written agreement, although GPIC may from
time to time, in it sole discretion, and adjust the salaries and benefits paid to you and its other employees.


 


Sincerely,


 


	
        /s/ Gregory S. Gronau



Gregory S. Gronau


President and Chief Executive Officer


Gaming Partners International Corporation


 


 



 


 


I accept the terms and conditions as outlined
in this offer letter.


 


	Date: August 19, 2010
	
         

        /s/ Gerald W. Koslow



Gerald W. Koslow


Chief Financial Officer


Gaming Partners International Corporation


 


 


 


 





Gaming Partners International
Corporation


1700 Industrial Road Las
Vegas, NV 89102


 


Phone:
1-800-728-5766 - Phone: 702-384-2425 - Fax: 702-384-1965 - www.gpigaming.com - info@gpigaming.com