Exhibit
10.1(b)


AMENDED AND RESTATED
LICENSE AGREEMENT


This Amended and Restated License Agreement (the “Progressive
License” or the “Agreement”) is made and entered into this 26th day of
September, 2007 (“Effective Date”), by and between Progressive Gaming
International Corporation, a Nevada corporation, and its Affiliates and each of
its Subsidiaries, (jointly and severally “PGIC”) with a primary business
address of 920 Pilot Road, Las Vegas, Nevada 89119, on the one hand, and
Shuffle Master, Inc., and its Affiliates and each of its Subsidiaries, (jointly
and severally “SHFL”) located at 1106 Palms Airport Drive, Las Vegas, Nevada
89119-3730, on the other hand.


RECITALS


Whereas PGIC is engaged in the business of
manufacturing, distributing, selling and/or commercializing gaming equipment
and systems and owns or controls the rights in the Licensed Patents (defined
below);


Whereas SHFL is engaged in the business of
manufacturing, distributing, selling and/or commercializing gaming equipment
and systems;


Whereas SHFL and PGIC previously entered into the
License Agreement dated September 29, 2006 (the “Previous License Agreement”)
pursuant to which SHFL obtained a worldwide Last License to the Licensed
Patents within the Table Games Field of Use;


Whereas, concurrently herewith, SHFL and PGIC are
entering into a Purchase Agreement (“Purchase Agreement”) pursuant to which
PGIC is selling its Table Game Business and the Purchased Assets to SHFL; and


Whereas as a condition to SHFL’s agreeing to purchase
the Table Game Business and the Purchased Assets, pay the Purchase Price
therefor, and execute the Purchase Agreement, SHFL and PGIC hereby amend and
restate the Previous License Agreement, as set forth herein in its entirety.


Now, therefore, based on the above foregoing Recitals
and in consideration of the mutual conditions, agreements and covenants
hereinafter set forth and other good and valuable consideration, and intending
to be legally bound hereby, the Parties agree as follows:


I.                                         DEFINITIONS


As used herein, the following terms shall have the
following meanings:


A.     “Affiliate”
of any particular Party means any current or future Person controlling,
controlled by or under common control with such Party.  For purposes of this definition, “control”
(including the terms “controlling,” “controlled by” and “under
common control with”) means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise, and such “control” will be presumed if any Person owns 50% or more
of the voting capital stock, assets, or other ownership interests, directly or
indirectly, of any other Person.













B.    “Change
in Control” shall mean the occurrence of any of the following: (i) a Party
sells, assigns or transfer 50% or more of its assets to any other Person that
is not, as of the Effective Date, an Affiliate of such Party; (ii) the
acquisition of 50% or more of the voting stock of a Party by any Person; or (iii) the
merger of a Party with or into any Person that is not, as of the Effective
Date, an Affiliate of such Party; or (iv) the dissolution of a Party and
the assumption of its business by any Person that is not, as of the Effective
Date, an Affiliate of such Party.


C.     “Last
License” shall mean (i) an exclusive and sole license in the Table Games Field
of Use of all of PGIC’s remaining rights in and to the Licensed Patents,
subject to any previously granted licenses; (ii) the right to receive all of
payments, royalties and other beneficial interests under any such previously
granted licenses with respect to such licenses in the Table Games Field of Use;
and (iii) the right to direct PGIC, for the sole benefit of SHFL, to exercise
any rights or remedies it may have under any such previously granted licenses
in the Table Games Field of Use (including to seek redress for breach of such
licenses and to declare such licenses terminated and reverted to SHFL in the
event of material breach thereof).


D.    “Licensed
Patents” shall mean each Patent owned by, licensed to (with the right to grant
sublicenses), or controlled by PGIC, which Patent is in existence as of the
Effective Date, including any Patent hereafter filed that claims an invention
that was conceived and being reduced to practice on or prior to the Effective
Date, except for any Patent that is included in the Purchased Table Games
Intellectual Property, as defined in the Purchase Agreement.  Without limiting the foregoing, the term
Licensed Patents specifically includes the Patents listed on Exhibits A, B, C,
D, and E attached hereto.  Licensed
Patents shall not include i) any rights to any valid RFID patents or technology
owned by PGIC, unless otherwise expressly granted in any separate, written
agreement between the Parties (e.g., the so-called, 3-Party Agreement for Smart
Table Products); or ii) any rights to U.S. Patent numbers 6,811,488 and
6,508,710; except as any of same may cover or have any claims in the Table
Games Field of Use.


E.     “Licensed
Product” shall mean any past, current or future games sold, leased, used, made,
exploited, distributed or offered by SHFL, whether now or in the future.


F.     “PGIC”
shall mean Progressive Gaming International Corporation and its present and
future Affiliates and Subsidiaries, including without limitation, any acquirer
of PGIC or PGIC’s business.


G.    “Parties”
shall mean PGIC and SHFL.


H.     “Patent”
shall mean, individually and collectively, all patents issued or assigned to,
and all patent applications (whether issued or applied for in the United States
or any other country or any political subdivision thereof), together with any
and all (i) rights and privileges arising under applicable law with respect to
use of any patents, (ii) inventions and improvements described and claimed
therein, (iii) reissues, reexaminations, divisionals, continuations, renewals,
extensions and continuations-in-part thereof and amendments thereto, (iv)
income, fees, royalties, damages, claims and payments now or hereafter due
and/or payable thereunder and with respect thereto including damages and
payments for past, present or future 













infringements thereof, (v) rights corresponding
thereto throughout the world, and (vi) rights to sue for past, present or
future infringements thereof.


I.      “Person”
means any individual, sole proprietorship, partnership, joint venture, trust,
unincorporated association, corporation, limited liability company, entity or
governmental entity (whether federal, state, county, city or otherwise and
including any instrumentality, division, agency or department thereof).


J.     “SHFL”
shall mean Shuffle Master Inc. and its present and future Affiliates and
Subsidiaries, including without limitation, any acquirer of SHFL or SHFL’s
business.


K.    [Intentionally
Omitted]


L.     “Table
Games Field of Use” shall mean any game (live or otherwise and in any format)
and/or electronic methods of playing or simulating any game, as well as pay
tables and methods of play (whether proprietary or in the public domain) for
any game, and shall include without limitation:


1.     Point-to-point communications devices such
as cellular phones and other communications devices that use telephone, wide
area network, or cellular phone communications technology and includes
communications devices that may communicate using any version of IEEE 802.11
based local area network protocols.


2.     Mobile gaming as identified in A.B. 471
(Nevada 2005) and similar legislation as may be adopted from time to time in
other jurisdictions, including, without limitation, gambling and wagering on
casino-style games through mobile devices that are capable of being portable.


3.     Table games which use Radio Frequency
identification (“RFID”) in gaming chips or tokens.


4.     The right to place or use a side bet (
either fixed or variable) in: a) a fixed amount jackpot of any amount;
b) a odds payout in any amount; or c) all or a portion of a
progressive pay-out amount, including without limitation, on: w) a live table
game, either with or without electronic monitoring devices; x) video gaming
platforms using either single or continual play; y) wireless gaming devices; or
z) “practice-play” devices (i.e., a device that offers play for fun gaming
without actual wagering).


5.     Table Games Field of Use shall not include:
any rights to any valid RFID patents or technology owned by PGIC, unless
otherwise expressly granted in any separate, written agreement between the
Parties (e.g. the so-called, 3-Party Agreement for Smart-Table Products), and
except to the extent, if any, that any such RFID patents includes a Table Games
Field of Use application.


M.   Any
other capitalized terms not expressly defined anywhere in this Agreement shall
have the same meaning as in the Purchase Agreement.













II.                                     LICENSE
GRANT


A.    Effective
upon the Effective Date, PGIC grants to SHFL, limited to the Table Games Field
of Use, a perpetual, non-cancelable, non-terminable, non-rescindable, fully
paid-up, royalty-free, fully transferable, fully assignable and/or fully
sub-licensable, worldwide, exclusive and sole (including to the exclusion of
PGIC except only that PGIC may practice any Licensed Patent, only to the extent
and subject to the limitations set forth in the Purchase Agreement, as
necessary to sell a System) Last License, free and clear and not subject to any
Liens, to develop, make, have made, use, sell, distribute, offer for sale,
lease, import, export, or otherwise dispose of Licensed Products that practice
any Licensed Patent.  This license grant
shall continue through and until the expiration of all Patents in the Licensed
Patents.


B.    Limited
to the use of the Licensed Products within the Table Games Field of Use, PGIC
for itself and its successors and assigns hereby releases, acquits and
discharges SHFL, its officers, directors employees, agents and representatives
and all purchasers and users of Licensed Products acquired from SHFL and their
respective successors, assigns and acquirers from any and all claims, demands,
and rights of action which PGIC may have for infringement of the Licensed
Patents.


C.    Subject
to SHFL’s rights herein, nothing in this Agreement shall be interpreted as
constituting an assignment of the ownership of any of the Licensed Patents from
PGIC to SHFL.


D.    PGIC
shall not abandon any Licensed Patents without first notifying SHFL in writing
at least thirty (30) days in advance that PGIC has a bona-fide intent to
abandon a Licensed Patent.  Abandonment
shall include failure to maintain an issued Licensed Patent and failure to
continue prosecution of a pending Licensed Patent until issuance thereof.  In the event that PGIC elects to abandon any
Licensed Patent or notifies SHFL that is has an intent to abandon any Licensed
Patent, SHFL shall have the right to purchase such Licensed Patent for $1, and
PGIC hereby transfers all right, title and interest in said proposed abandoned
Licensed Patent to SHFL in a timely manner so as to enable SHFL to avoid such
abandonment.


E.     As
of the Effective Date, PGIC agrees and covenants that, until the expiration of
all Patents in the Licensed Patents, PGIC shall cease to exercise any rights in
the Table Games Field of Use under the Licensed Patents or commercially exploit
any of the Licensed Patents within the Table Games Field of Use, except as may
be directed, in writing, or permitted, in writing, by SHFL.  The restrictions and limitations contained
herein are separate from and shall in no way reduce or modify or be reduced or
modified by any non-competition obligations of either PGIC or any Acquirer, as
set forth in the Purchase Agreement.


III.                                 SUBLICENSING


A.    In
addition to SHFL’s other sublicensing rights as set forth in this
Agreement,  and notwithstanding anything
to the contrary herein, and within the Table Games Field of Use, SHFL shall
have the right to (i) procure manufacturing from third party contractors; (ii)
distribute Licensed Products developed by or made by SHFL through third parties
that adapt the Licensed Products to system requirements (e.g., Class II
gaming); and (iii) distribute Licensed Products developed by or made by SHFL
under third party brand names (e.g., private labeling). For the sake of
clarity, nothing in the foregoing or this Agreement shall be deemed an
exception to the exclusivity provisions of the Technology Agreement.













IV.                                ROYALTY
PAYMENT


PGIC agrees and acknowledges that SHFL has made all
royalty and other payments of any kind to PGIC in order for SHFL to be granted
this Last License, provided the foregoing does not reduce SHFL’s obligations
under the Purchase Agreement.


V.                                    REPRESENTATIONS
AND WARRANTEES


A.    PGIC
represents and warrants that it possesses and has acquired all right, title and
interest in and to the Licensed Patents, and that it has the worldwide right,
authority, and capacity to enter into this Agreement, to grant to SHFL, free
and clear of any Liens and not subject to any Liens, each of the rights granted
herein, to perform each of its obligations as set forth herein, and to license
the Licensed Patents to SHFL; and that no consent or approval of any other
Person is needed in order for PGIC to grant SHFL the rights granted herein and
to make each of the representations, agreements and warranties made herein,
except such consents and approvals as have already been obtained and granted in
writing.


B.    SHFL
represents and warrants that it has the right, authority and capacity to enter
into this Agreement.


C.    PGIC
represents and warrants that the Licensed Patents set forth in Exhibits A-C are
all of the Patents currently owned by PGIC or otherwise Known to PGIC that are
necessary for SHFL to make, use, license, exploit, and sell the SHFL Games
within the Table Games Field of Use, except for any Patent that is included in
the Purchased Table Games Intellectual Property, which Patents mayalso
necessary for SHFL to make, use, license, exploit, and sell the Licensed
Products within the Table Games Field of Use.


D.    If
PGIC breaches the representation and warranty in section V(C) and PGIC is able
to promptly remedy this breach by retroactively licensing an additional patent
or patents to SHFL which had not previously been exclusively licensed prior to
the Effective Date to any other manufacturer or distributor, then this remedy,
upon prompt accomplishment by PGIC, shall be SHFL’s sole and exclusive remedy
for such breach, provided that and only if SHFL has not suffered any out of
pocket monetary losses or actual economic damages.


E.     To
the best of PGIC’s Knowledge, PGIC represents and warrants that each of the
claims of the Licensed Patents are valid and enforceable in each jurisdiction
in which a Licensed Patent is issued.


F.     PGIC
represents and warrants that the execution of this Agreement and the granting
of the rights to SHFL will not be in conflict with or violate or constitute a
default under any contract to which PGIC is a party or otherwise bound, and no
person or entity’s consent, approval or ratification is needed in order for
PGIC to grant SHFL the rights granted herein.


G.    Except
as disclosed on Schedule 4.14 of the Purchase Agreement, PGIC represents and
warrants that there is not presently, i) any litigation existing;
ii) any litigation threatened against PGIC; or, iii) to the best of
PGIC’s Knowledge, any basis for litigation against PGIC in respect to any of
the Licensed Patents.













H.    PGIC
represents and warrants that Schedule 4.32 of the Purchase Agreement contains a
complete and accurate list of each existing license agreement (excluding any
with end-user casinos) to each Licensed Patent, the products covered by each of
said licenses to the Licensed Patents, whether or not the license to said
Licensed Patent is exclusive or non-exclusive, the date of execution of each of
said licenses, and the expiration date of each of said licenses if the
expiration date is before the end of the term of the Licensed Patent.  PGIC represents and warrants that each of the
license agreements identified in said Schedule 4.32 are valid and in full force
and effect.  PGIC has provided copies of
each license agreement listed in said Schedule 4.32.


I.      PGIC
represents and warrants that, as of the Effective Date, no further licenses,
sublicenses, or covenants not to sue to any of the Licensed Patents in the
Table Games Field of Use shall be granted, permitted, transferred, assigned,
sub-licensed, or exploited either by PGIC or any of its Affiliates.


J.     PGIC
hereby indemnifies and holds harmless SHFL, any end-user casino, licensed
gaming entity and any gaming regulatory authority and each of its officers,
directors, representatives, attorneys, successors, assigns, and acquirers
harmless from or against any Losses as a result of, in connection with, relating
or incidental to, by virtue of, arising out of, or from any breach of any
covenant, representation, warranty, obligation or agreement that PGIC is making
in this Agreement.


K.    As
used herein, the term “Knowledge” means the actual state of knowing a thing or
fact or that knowing that can or should be reasonably imputed, including the
reasonable use of due diligence, inquiry and or investigation or thing or fact
which, after any actual or reasonable due diligence, inquiry, and/or
investigation should be known.


L.     The
representations, warranties, covenants and agreements made herein, together
with the indemnification provisions herein, are intended among other things to
allocate the economic cost and the risks inherent in the transactions
contemplated hereby between the parties and accordingly, a Party shall be
entitled to the indemnifications or other remedies provided in this Agreement
by reason of any breach of any such representation, warranty, covenant or
agreement by another Party notwithstanding whether any employee, representative
or agent of the Party seeking to enforce such indemnification or any remedy
knew or had reason to know of such breach, and such knowledge or reason to know
of such of such breach shall not be a defense to any indemnification or other
claims, remedies, or defenses.


M.   The
representations and warranties in Paragraph V.G. above shall terminate on
December 31, 2011.  All other
representations and warranties herein shall not terminate.


VI.                                REGULATORY
COMPLIANCE


Each Party shall provide the other with all
information reasonably requested by the “Requesting Party” or its Compliance
Committee with respect to the “Providing Party”, and its executive officers and
directors, regarding financial condition, litigation, indictments, criminal
proceedings, and similar concerns in which they may have been involved if any (“Requested
Information”), in order for the Requesting Party to determine that the
Requested Information 













does not disclose any fact which might adversely
affect, in any manner, any gaming license or permit held by the Requesting
Party with any gaming regulatory licensing agency.  In the event the Providing Party shall fail
to provide the Requested Information promptly, or if the information with
respect to the Providing Party or its President (whether provided by the
Providing Party or information obtained through the Requesting Party’s own
investigation) discloses facts concerning the Providing Party or its President
which in the, reasonable opinion of the Requesting Party or its Compliance
Committee, may adversely affect any gaming license or permits held by the
Requesting Party or the current standing of the Requesting Party or its
President with any gaming commission, board or similar governmental regulatory
agency, then the Requesting Party shall have the right to immediately terminate
this Agreement upon written notice to the Providing Party.


VII.                            ENFORCEMENT
AND MAINTAINING OF LICENSED PATENTS


As a material inducement for SHFL to enter into this
Agreement and the Purchase Agreement, PGIC hereby grants to SHFL the exclusive
and sole right, at SHFL’s sole option, to enforce each of the Licensed Patents
against any product within the Table Games Field of Use, including, without
limitation, by filing, controlling and making all strategic decisions related
to any court action, including declaratory relief actions, concerning said
Licensed Patent, whether seeking monetary damages or injunctive relief.  Any damages in favor of SHFL shall be the
exclusive property of SHFL.  PGIC agrees
that, pursuant to this Agreement, SHFL is permitted to include PGIC as a named
party in any such litigation, and PGIC agrees that it will cooperate in all
respects with SHFL’s enforcement efforts, and that it will not, except as
otherwise ordered by a court of competent jurisdiction and after reasonable
prior written notice to SHFL, assist any accused infringer or third party
attempting to invalidate any Licensed Patent.


Also as a material inducement for SHFL to enter into
this Agreement and the Purchase Agreement, PGIC hereby grants to SHFL, at SHFL’s
sole option,  the exclusive and sole
right, and upon SHFL’s exercise of that option, designates SHFL, its attorney
in fact and law, to prosecute, control and make all strategic decisions
concerning any continuation application, continuation-in-part application,
continuing examination application or reexamination related to any Licensed
Patent in the Table Games Field of Use.


VIII.                        TRANSFERABILITY
OF RIGHTS AND OBLIGATIONS


A.    The
Last License and release granted to SHFL, all of SHFL’s rights under this
Agreement, and all of PGIC’s limitations, obligations, restrictions and
agreements shall be binding on any successor, parent, acquirer, subsidiary, or
Affiliate of PGIC, as well as any licensee of PGIC in ownership or control of
the Licensed Patents, and further, as well as in the event of a Change in
Control of PGIC; provided, however, that in the event of any Change of Control
of PGIC, the Licensed Patents shall not include the acquirer’s own pre-existing
Patents.


B.    The
Last License and release granted to SHFL, all of SHFL’s rights under this
Agreement, and all of PGIC’s limitations, obligations, restrictions and
agreements, shall pass to: i) any assigns for the benefit of creditors of
SHFL, ii) any receiver of its assets, iii) any Personsucceeding to
its entire business in the Licensed Products as a result of sale,
consolidation, reorganization, or otherwise, iv) any successor, assigns,
parent, acquirer, subsidiary, Affiliate 













and/or licensee of SHFL, whether as a result of a
Change in Control or otherwise, or v) any transferee, assignee or sublicensee
of the Last License.


C.    SHFL
shall have the sole and exclusive option and right to purchase any Licensed
Patent that PGIC offers, elects or wishes to sell.  The purchase price therefore shall be
$1.  PGIC shall not sell or otherwise
transfer any Licensed Patent in breach of this section VIII(C).


IX.                                MISCELLANEOUS


A.    This
Agreement does not constitute or create, and shall not be construed as
constituting or creating a partnership, joint venture or fiduciary relationship
between PGIC and SHFL, and neither Party shall have any right to obligate or
bind the other Party in any manner whatsoever, and nothing herein contained
shall give or is intended to give any rights of any kind to any third persons.


B.    [Intentionally
Omitted]


C.    The
license granted herein shall be deemed a license of “intellectual property’ and
the agreement shall be deemed an “executory contract” for purposes of the
United States Code, Title 11, Section 365(n). 
In the event of the bankruptcy of a Party and a subsequent rejection or
disclaimer of this Agreement by a bankruptcy trustee or by a Party as a
debtor-in-possession, or in the event of a similar action under applicable law,
the other Party may elect to retain its license right under this Agreement;
subject to and in accordance with the provisions of the United States Code,
Title 11, Section 365(n) or other applicable law.


D.    The
failure of either SHFL or PGIC to insist upon the strict performance of any of
the provisions of this Agreement; or the failure of either SHFL or PGIC to
exercise any right, option or remedy hereby reserved, shall not be construed as
a waiver for the future of any such provision, right, option or remedy, or as a
waiver of any subsequent breach thereof.


E.     All
notices, requests, demands or other communications hereunder, unless otherwise
specifically set forth in this Agreement, shall be in writing, and shall be
deemed to have been duly given if delivered in person, or when received if
mailed by certified mail with return receipt requested, or otherwise actually
delivered which includes the use of email. 
Notice shall be sent:


To SHFL:


Attn: General Counsel

Shuffle Master Inc.

1106 Palms Airport Drive

Las Vegas, Nevada 89119-3730


To PGIC:


Attn: General Counsel

Progressive Gaming International Corporation 

920 Pilot Road

Las Vegas, Nevada 89119

















Either SHFL or PGIC may change the address at which it
receives written notice by so notifying the other Party in writing.


F.     Should any part or portion of this Agreement be held illegal or
in conflict with public policy, then such portion shall be stricken from this
Agreement and the remaining part or portions, to the extent possible, shall
remain in full force and effect.


G.    The Parties acknowledge that time is of the essence with respect
to the performance of each and every one of the terms, conditions, covenants
and provisions of this Agreement.


H.    This Agreement is entered into and is to be interpreted pursuant
to the laws of the State of New York without regard to its conflict of laws
provisions.


I.      [Intentionally Omitted]


J.     PGIC shall ensure that, as of the Effective Date, there are no
Liens on the Licensed Patents , other than the Permitted Liens.  SHFL shall have the right to record this Last
License.


K.    As of and after the Effective Date, this Agreement shall
supersede and amend in its entirety the Previous License Agreement.


L.     This Agreement, the Purchase Agreement, and the Exhibits and
Schedules herein and therein constitute the entire understanding between the
parties relating to the Licensed Patents and no other provisions, either
written or oral, are to be considered a part hereof.  This Agreement may only be modified by a
written agreement signed by both parties.


M.   In the event of any conflict between the terms and conditions of
this Agreement, on the one hand, and the terms and conditions of the Settlement
Agreement, including all exhibits to said Settlement Agreement, dated as of
December 20, 1999, between SHFL, Progressive Games, Inc. and Mikohn Gaming
Corporation, on the other hand, then the terms and conditions of this Agreement
shall control and apply.


N.    In the event of any dispute concerning this Agreement or if any
action is brought to enforce or interpret the terms of this Agreement, the
prevailing party in any dispute or action shall, in addition to any damages or
other relief awarded, be entitled to its attorneys’ fees and costs.


O.    Notwithstanding anything to the foregoing, which may be contained
herein, in no event shall either party have the right to rescind or terminate
the Last License granted herein.


P.     THE LAW OF THE STATE OF NEW YORK SHALL GOVERN ALL QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF
THIS AGREEMENT AND THE EXHIBITS ATTACHED HERETO, AND THE PERFORMANCE OF THE
OBLIGATIONS IMPOSED BY THIS AGREEMENT, WITHOUT GIVING EFFECT TO ANY CHOICE OF
LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF NEW YORK OR
ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK. 
IT SHALL BE A 











MATERIAL BREACH OF THIS AGREEMENT IF EITHER
PARTY CHALLENGES OR OBJECTS TO ANY PROVISION OF THIS SECTION IX(P).


Q.    Each of the Parties submits to the exclusive jurisdiction of
binding arbitration under the American Arbitration Association and the courts
are located in the Borough of Manhattan in the State of New York for any action
or proceeding arising out of or relating to this Agreement and agrees that all
claims in respect of the action or proceeding shall be heard and determined
initially in such a binding arbitration proceeding and, as required, with any
judgment to be filed with and enforced by any appropriate court in the Borough
of Manhattan in the State of New York. 
Except for the purposes of enforcing an arbitration award, and then only
if a New York court determines that it does not have the power to enforce such
an arbitration award, a Party shall not bring any action or proceeding arising
out of or relating to this Agreement in any other forum.  Nothing in this section IX.Q, however, shall
affect the right of any Party to serve legal process in any other manner
permitted by law or at equity. Each Party agrees that a final judgment in any
action or proceeding so brought shall be conclusive and may be enforced by suit
on the judgment or in any other manner provided by law or at equity.  It shall be a material breach of this
Agreement if either Party challenges or objects to any provision of this
Section IX.Q.


R.    Each Person executing this Agreement is fully authorized to do
so.











WITNESS WHEREOF, this Agreement has been executed
by the Parties on the day and year first written above.




	
  SHUFFLE MASTER, INC. 

  and on behalf of its 

  Affiliates and Subsidiaries (“SHFL”)

  	
   

  	
  PROGRESSIVE GAMING INTERNATIONAL CORPORATION, and on
  behalf of its Affiliates and Subsidiaries (“PGIC”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jerry Smith

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Robert B. Ziems

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name: Jerry Smith

  	
   

  	
  Name: Robert B. Ziems

  
	
  Title: Senior Vice President, General Counsel and an
  authorized Signatory

  	
   

  	
  Title: Executive Vice President, General Counsel and
  Secretary

  






 


[SIGNATURE PAGE TO AMENDED AND RESTATED
LICENSE AGREEMENT]











EXHIBIT A TO AMENDED AND RESTATED LICENSE AGREEMENT


Families of U.S. Patents and Patent Applications


1.     4,861,041


2.     4,948,134


3.     5,022,653


4.     5,078,405


5.     5,374,067


6.     5,377,973


7.     5,380,012


8.     6,485,368


9.     6,475,088


10.   5,288,077


11.   5,364,104


12.   5,364,105


13.   5,544,893


14.   5,584,485


15.   5,626,341


16.   5,794,964


17.   5,795,225


18.   5,836,818


19.   5,913,726


20.   6,045,130


21.   6,070,878


22.   6,073,930











23.   6,234,895


24.   6,312,330


25.   6,336,859


US Patent 5382025 is excluded from the above families because not owned
by PGIC.











EXHIBIT B TO AMENDED AND RESTATED LAST LICENSE AGREEMENT


Families of Foreign Patents


1.                                       Japan 2,088,063


2.                                       Australia 621599


3.                                       Australia 694895


4.                                       Australia 693882


5.                                       Australia 628044


6.                                       Austria E96049


7.                                       Belgium 0 388
644


8.                                       Canada 1,335,381


9.                                       Canada 1,334,983


10.                                 Germany P689099924


11.                                 Italy EP 0338644


12.                                 Netherlands and NA
192893


13.                                 Spain EP 0338644


14.                                 Dominican Republic
4900


15.                                 Dominican Republic
4825


16.                                 Canada Patent
Application No. 617,164


17.                                 Canada Patent
Application No. 616,862


18.                                 Canada Patent
Application No. 616,861


19.                                 Australia Patent
Application No. 3,271,374











EXHIBIT C TO AMENDED AND RESTATED LAST LICENSE AGREEMENT


Families of Foreign Applications


1.             Canada Patent Application No.
617,164


2.             Canada Patent Application No.
616,862


3.             Canada Patent Application No.
616,861


4.             Australia Patent Application No.
3,271,374











EXHIBIT
D   ADDITIONAL PROGRESSIVE PATENTS AND
INTELLECTUAL PROPERTY


US PATENTS


1.               4,836,553  (c-stud base game)


US
TRADEMARKS


1.               Texas
Holdem Live 3198412


2.               Texas
Holdem Live 3215174











EXHIBIT
E TO AMENDED AND RESTATED LICENSE AGREEMENT


1.               6,173,955


2.               6,305,686


3.               6,481,713


4.               6,565,088


5.               6,746,016


6.               7,032,901


7.               6,561,899


8.               6,843,721