Exhibit 10.3


 


EXHIBIT A: PRODUCT AND
SERVICES ORDER


Pursuant
to the Master Terms and Conditions dated March 16, 2005


This Product and Services Order (“PSO”)
No. 8 is entered into as of this       day of          ,
2006 by and between Marina Associates, a New Jersey General Partnership, dba
Harrah’s Atlantic City (“Client”) and Watchit Media USA, Inc.  (“Watchit
Media”) and is deemed to be incorporated into that certain Master Terms and
Conditions dated as of the 16 day of March, 2005 by and between Harrah’s
Operating Company, Inc. and Watchit Media 
(the “Master Agreement”).  Any
terms used herein but not defined shall have the meaning ascribed to such term
in the Master Agreement.


1.                                      Name
and Description of Project:


 


Watchit Media will provide Client with an
integrated gaming and promotional media management and display solution for
Harrah’s Atlantic City private video network. 
This solution is focused on scheduling/triggering internal media streams
and environmental effects anywhere within Client’s casino entertainment
facilities. The purpose of Watchit Media’s initiative is to:


·                                          Increase
communication for the Second Chance to Win Program;


·                                          Target
identified profiled customers with specific ads;


·                                          Increase the
number of Total Rewards members;


·                                          Cross promote
Client’s properties;


·                                          Create
dynamic motion media that is consistent with Client’s identity and messaging to
preserve brand integrity; and,


·                                          Provide a
more lively and dynamic environment.


Each of these factors will reinforce the
Client’s brand, highlight Client’s reputation as the most innovative and
progressive company in its industry, and increase Client’s revenue.


2.                                      Project
Scope – Description of services to be provided by Watchit Media


 


This PSO is for a Private Video Network
and Enterprise Media Management Program to be implemented within Harrah’s
Atlantic City. The Harrah’s Enterprise Media Management and Display Deployment
will be at Harrah’s Atlantic City located
at 777 Harrah’s Boulevard,  Atlantic
City, NJ 08401 and is powered by Watchit Media and CastNet Digital Signage
System.


Watchit Media will install the Software
and implement a CastNET digital signage system which includes the CastNET web
software, Scala Designer software, Scala Player Software, Scala Network Manager
Software (“Watchit Media System”). A description of the Watchit Media System is
attached to this PSO as Appendix “A”
and incorporated herein by reference. 
The Watchit Media System will be integrated with Client’s assistance and
with hardware provided by Client.


It is Watchit Media’s responsibility to
install and test the Watchit Media System. 
Watchit Media will follow all Harrah’s Policies and Procedures,
including all Change



 1
 






 



Management procedures.  Watchit Media will also provide training for
Client’s users, administrators and Client’s IT support personnel.


The pricing, servers and peripheral
equipment (with equipment requirements) to be installed at Harrah’s Atlantic
City in Atlantic City, NJ are listed in the Appendix “B”
and  “C” which are attached to this PSO
and incorporated herein by reference.


Client will source the following
equipment:


·                                          CastNET
Server – 0


·                                          Designer
Workstation(s) – 0


·                                          Player(s) –
6 (2 new players and 4 replacement players)


·                                          Backup
Players(s) – 0


·                                          Patch Bays –
2


·                                          Cable Tuners
– 2


·                                          Port
10/100/1000 Network Switch for Pop-up Modules - 1


·                                          Mondo
Monitoring Monitor (recommended Dell 20” Wide Screen LCD) - 1


This PSO will also assume the current
software licensing that the property currently has on site. Annual maintenance
will be billed in pursuant to Section 14 of this PSO.


Watchit Media will create media
templates, motion media for digital display, and ad spot rotation for the
casino/property common areas for Client. 
All media will be trafficked to the CastNET Media Management and Display
System. Watchit Media will coordinate the acquisition of assets with Company’s
marketing personnel within Harrah’s Operating Company, Inc. corporate office,
local properties, HCN Studios, Tracy Locke, and any other identified
organization. Watchit Media will provide online previews in advance for Client’s
feedback and prior written acceptance prior to upload.


A total of 80 hours of content
development is allocated by Watchit Media for initial implementation.  Content development includes any pre or
post-production and can be allocated to video shooting at either property to
help fill the in room line up as needed. 
In the event that the Client’s actual hours used for initial content
creation are lower than the amount of hours defined in this PSO by more than
20% of the total amount of contracted hours, Watchit shall reimburse the Client
any unused hours that are greater than 20% of contracted amount.  If the Clients uses less than the contracted
amount, but the unused amount does not exceed 20% of the contracted hours
outlined in this PSO, Watchit will hold (or bank) the unused hours for the
Client to use on any future production requests for up to 12 months from the
completion of the acceptance period defined in Section 13 of this PSO.



 2
 






 



3.                                      Purpose,
Objectives, and Activities by Phase


 


·                                          The ongoing
media planning production will commence at the beginning of this project and
will continue throughout duration of the PSO.


·                                          The Watchit
Media Systems configuration, software installation and the testing will be done
by Watchit Media prior to delivery to the Client.


Such
activities will be done at Watchit Media’s strategic partner Alpha Video
located in Minneapolis or remotely at Client’s location prior to delivery to
Client to insure that all systems are fully prepped for deployment and have
been adequately tested and found to be reliable.


·                                          Watchit
Media System Delivery and Setup On-Site


This will include
setting up systems on property and working with Client to make appropriate
network connections and joining each system to the Client’s domain.


·                                          Watchit
Media System Testing On-Site


The Watchit Media
Systems will be tested with final content prior to launch to stress test the
system.


·                                          Onsite
Training


Client’s users,
administrators, content managers and property IT will receive training on
system operation, management, troubleshooting and support services.


·                                          Final
Delivery


The Watchit Media System
will be activated on the property with live content being distributed on the
Client’s plasma network.


4.                                      Description
of Deliverables:


 


Watchit Media will deliver the following
deliverables:


·                                          Upgrade
current CastNET server licensing at Harrah’s
Atlantic City.


·                                          Upgrade
current NetManager software licensing at Harrah’s Atlantic City.


·                                          Installation
additional players at the Harrah’s Atlantic
City.


·                                          Convert
current player PC from a larger form factor to a smaller form factor.


·                                          Watchit
Media System configuration including communication between servers and players
and user access across network.



 3
 






 



·                                          This PSO
will include all maintenance and support costs outlined in section 14 of PSO #
1 for Harrah’s AC.


·                                          Templates:
media, ads, and other content types. 
Content types are also known as media types or media components and are
defined as follows: any individual component used to create an ad or ad
template, such as a graphic, audio file, video file, animation, image file,
foreground, background, branding, logo, or other similar/related item.


5.                                      Ownership
of Work


 


All work performed for Client including
all Deliverables is defined as Client’s “Confidential Information” and Client’s
“Intellectual Property” in accordance with Section 7, Intellectual Property and
Section 12, Confidentiality of the Master Agreement.


All media templates, ads and Content
types created by Watchit Media must be pre-approved in writing by Client and
must air identical to what Client has created or pre-approved in writing.


6.                                      List
of Assumptions


 


·                                          The domain
profiles and account setup on domain will be accomplished using Client’s local
property IT.  Client’s personnel will be
available to setup the custom profile necessary to make sure that:


·                  Players can
auto-login into the domain


·                  Players do not
have any activities that will interrupt playback such as screen savers or virus
pop ups.  These types of activities will
need to be configured in the domain profiles for these systems.


·                  VNC (Virtual
Network Computing) will be utilized for remote viewing and maintenance of
players.


·                  CastNET Server
and Workstation can be setup on the domain


·                                          The CastNET
Server will be configured with IIS running on port 80 and FTP running on port
21.  Web access will be required on all
Client’s personnel desktops that wish to utilize and access the web based
content management CastNET interface. 
FTP (File Transfer Protocol) access will be utilized between the server
and the players to distribute content updates and status reports.


·                                          One fixed or
reserved DHCP IP (Dynamic Host Configuration Protocol Internet Protocol) will
be available for the CastNet Server and an appropriate DNS (Domain Name System)
name may be selected to make local property access to the server easier.  The players do not require fixed IP
addresses.  The PC naming conventions
will need to be available prior to configuration at Alpha Video for the CastNet
Server, workstation and all players.



 4
 






 



·                                          The scope of
work is based on information provided by Client to Watchit Media as set forth
in Section 2 of this PSO.


·                                          Any changes
to the Project will be handled by a PCR in accordance with Appendix F of this
PSO.


·                                          It is
Watchit Media’s responsibility to make sure that Watchit Media’s employees and
subcontractors comply with network security and virus protection standards as
stated in Section 20 of the Master Agreement and Appendix G
of this PSO, and incorporated herein by reference.  All machines and systems used by Watchit
Media must have industry-standard and up-to-date virus protection.  If Watchit Media’s machines or systems are
found to cause problems on the Client’s network, interfere with network
applications or violate network security, such machines will be immediately
disconnected.  Non-compliance by Watchit
Media, its employees or subcontractors with Client’s network security or virus
protection standards shall constitute a material breach of the Master Agreement
and this PSO.  A list of
all Client’s prohibited software and hardware is attached as Appendix G to this
PSO and is incorporated herein by reference.


·                                          Client will
provide approved hardware, software, connectivity, accounts, user id’s, office
space, phone, fax and reprographic facilities for Watchit Media personnel at
Client location at Harrah’s in Atlantic City, NJ.


·                                          Client will
provide Watchit Media with access to 3rd-party tools used by Client and their
documentation for execution of the Project, such tools and documentation being
defined as Client’s Confidential Information in accordance with Section 12 of
the Master Agreement and subject to the Confidentiality provision of Section 12
of the Master Agreement.


·                                          Client will
provide access to Client building during office hours and if necessary, after
office hours, on week-ends and holidays.


·                                          THIS PSO
ASSUMES NO ACCESS TO CLIENT’S PRODUCTION SYSTEMS.  If this changes, a PCR will be requested in
accordance with Appendix F of this PSO, and
Watchit Media agrees to abide by Client’s production access procedures.


·                                          Watchit
Media is not responsible for cabling from Player PC to Clients Display.


·                                          Shipping
costs for hardware and software are estimates and shall not exceed this amount
unless the Client requests expedited or special shipping instructions in
writing.  Actual shipping costs related
to the transporting product will be billed to the Client at actual costs.  If Client has preferred carrier and wishes
Watchit Media to direct bill the shipping costs, this will be specified in the
purchase order.


·                                          The
management of virus software and Microsoft patches and updates will be the
responsibility of the Client for ongoing operations.



 5
 






 



7.                                      Documentation
to be Produced by Watchit Media:


 


·                                          The
operational manuals for users and administrators will be provided to Client in
electronic PDF format.  Watchit Media may
provide to Client customized operational manuals at no additional cost.


·                                          The overall
workflow block diagram for the property based on sample workflow and customized
for Client will be finalized and will show the contributing users, approvers,
approval process, content publishing, content distribution and playback.  This will be a representative layout at the
time of the final implementation, and is specific to the property.


·                                          Technical
Summary documentation providing IT support related summary of all servers,
workstations and players involved in the CastNET system and their specific
pertinent information.


·                                          Technical
support coverage contact numbers for the Watchit Media System.


8.                                      Documentation
to be produced by Client, if any


 


Day-to-Day
support personnel contact information


Emergency
after hours contact information


Remote
Access guidelines


Client’s
marketing plans, procedures and brand specifications as necessary to perform
its obligations under this PSO.


Client’s contact list of
project stakeholders and marketing stakeholders, subject to the confidentiality
provision of the Master Agreement


9.                                      Key
Personnel Assigned for Watchit Media:


 


·                                          Joshua
Hoffert – Account Project Manager


·                                          Alex Vinson –
Art Director, Content Creation


·                                          Eric Taitano
– Senior Designer, Content Creation


·                                          Erick Sturm –
Vice President, Media


·                                          Lance
Hutchinson – Technical Hardware/Software Specialist


·                                          Birgit
Davidson – IT Project Manager


·                                          Troy Seigert
– Technical Support Manager


·                                          Dan Rabin –
Installer/Trainer


·                                          John Scott –
Installer/Trainer


·                                          Robin
Bookout – Installer/Trainer


·                                          Kris
Berggren – System Engineer


·                                          Jeff
Carpenter – Systems Integrator


Once Watchit Media personnel are assigned
to this PSO, Watchit Media may not replace individual personnel without the
prior approval of Client.



 6
 






 



10.                               Project
Schedule:


 


Start date:    April
25, 2006       End Date: October 30, 2006


Specific dates will be assigned upon
project commencement.


	
  Phase

  	
   

  	
  Client or Watchit

  Media’s

  Responsibility

  	
   

  	
  Days Allotted

  
	
  Purchase Order Prepared

  	
   

  	
  Client

  	
   

  	
  2

  
	
  Software and Miscellaneous items ordered

  	
   

  	
  Joint

  	
   

  	
  1

  
	
  Equipment arrives at Alpha Video Minneapolis Office

  	
   

  	
  Client

  	
   

  	
  10

  
	
  Equipment is assembled and tested at Minneapolis
  Office

  	
   

  	
  Watchit Media

  	
   

  	
  2

  
	
  Final testing with initial configuration is
  completed

  	
   

  	
  Watchit Media

  	
   

  	
  2

  
	
  Equipment is shipped to local property

  	
   

  	
  Watchit Media

  	
   

  	
  1

  
	
  Equipment is received at local property

  	
   

  	
  Client

  	
   

  	
  5

  
	
  Technicians assemble and test equipment at local
  property

  	
   

  	
  Watchit Media

  	
   

  	
  2

  
	
  Technicians and local property IT get all systems
  onto Domain

  	
   

  	
  Joint

  	
   

  	
  1

  
	
  ·  Systems are tested on Customers Domain

  ·  Updated Content is loaded onto Customers
  Systems onsite

  	
   

  	
  Joint

  	
   

  	
  2

  
	
  ·  Testing of plasmas CAT5 VGA will be tested
  for sizing and playback quality through distribution system.

  	
   

  	
  Joint

  	
   

  	
  2

  
	
  ·  User Acceptance Testing to confirm all
  functionality and content specified by Client

  ·  Systems are tested with updated content

  	
   

  	
  Joint

  	
   

  	
  2

  
	
  Final sign off
  on project by local operators

  	
   

  	
  Client

  	
   

  	
  1

  



 


11.                               Tasks
to be Performed by Client


 


·                                          Client will
purchase PCs directly from desired computer vendor meeting the requirements
outlined in Appendix C and shipped to Alpha Video’s Minneapolis location for
configuration and testing prior to delivery on property. Watchit Media will
have a minimum of one week to configure and test the systems prior to shipment
to the Client.



 7
 






 



·                                          If
spare PC’s are desired to have in place to swap out for a player that has
failed, Client will acquire an appropriate spare desired computer vendor
meeting the requirements outlined in Appendix C system that can be used for
this purpose.


·                                          Client will
have the equipment room prepped for Watchit Media arrival including: network
drops for each PC; appropriate power for PC’s and associated equipment.


·                                          Client will
ensure that the interconnect wiring between IT rooms related to CAT5
transmission systems will be in place prior to Watchit Media’s arrival.


·                                          Client will
provide access to Watchit Media a mail server as well as a mail account and
password for the NetManager to provide email alerts of real time system
monitoring to Client’s IT staff.  An
additional mail account and password will be required for the CastNET system
for the email notification to be activated within CastNET.


·                                          Any power
monitoring, conditioning or UPS equipment will be put in place by Client at its
discretion.  All Rack power, rails and
shelves required will be provided by Client.


12.                               Status
Reporting


 


Watchit Media will provide weekly status
reports, addressing the following areas:


·                                          Overall
Project Status – highlighting activities performed
during the reporting period, activities planned for next reporting period,
schedule variances, variances in the financials of the project, hours actually
performed per phase vs. hours originally planned for same phase and staffing


·                                          Issues –
escalation of project issues, obstacles


·                                          Risks –
escalation and visibility into project risks, and mitigation strategies


·                                          External
Project Dependencies – escalation and visibility into external
project dependencies and requirements


·                                          Change
Requests – escalation of project change requests, requiring approval
to change project scope, timeline, and/or cost


·                                          Milestones – escalation
and visibility into key project milestones


·                                          Key
Performance Indicators (KPIs) – highlighting progress against phase
exit criteria and deliverable completion


13.                               Acceptance
Period


 


All acceptance criteria and warranties
set forth in Sections 4 and 15 of the Master Agreement apply as if fully set
forth herein.


	
  Description
  of Acceptance Criteria

  	
   

  	
  Watchit Media’s

  Responsibility

  	
   

  	
  Client sign off

  
	
  Installation of
  players

  	
   

  	
  Yes

  	
   

  	
  Yes

  
	
  Watchit Media
  System

  	
   

  	
  Yes

  	
   

  	
  Yes

  
	
  Installation of
  MPEG Players

  	
   

  	
  Yes

  	
   

  	
  Yes

  
	
  Templates:
  media, ads, and other content types

  	
   

  	
  Yes

  	
   

  	
  Yes

  



 



 8
 






 



14.                               System
Maintenance and Content


 


Upon successful completion of the
Acceptance Period, and subject to section 6 of the Master Agreement, the Client
agrees to pay a total yearly license, maintenance, and support fees. Fees will
include all previously installed software and hardware maintenance and support
outlined in Section 13 of PSO #1 and one (1) player software that was installed
in May of 2006 and five (5) players that were installed in February.  Total annual license, maintenance, and
support fees are to be paid monthly at a cost of two thousand sixty dollars
($2,060) per month if paired with a reoccurring monthly content creation.  If the Property opts out of the monthly
reoccurring content creation, annual license, maintenance, and support fees are
to be paid monthly at a cost of three thousand four hundred forty dollars
($3,440) per month. Maintenance figures include all maintenance costs
previously outlined in section 13 of PSO #1. The first payment towards annual
maintenance and support will billed at the completion of the acceptance period
and recurring annual maintenance will be billed in the consecutive months.  Watchit Media’s maintenance and support
program is outlined in Appendix D
which is attached to this PSO and incorporated herein by reference, and Section
14 of the Master Agreement and includes hardware repair or exchange, phone
support for any issue or system inquiry.


In addition, the Client will continue to
contract for ten (10) hours of content and template creation services in the
amount of one thousand three hundred and fifty dollars ($1,350) per month as
previously outlined in PSO #1.  Total
hour usage will be assessed quarterly to determine appropriate hour
requirements.  Unused hours rollover to
the next month and accrue for up to 12 months from date of accrual. A grace
level of service will be extended not to exceed 20% of the total accumulated
hours per quarter.  Additional hours in
excess of the 20% grace service will be billed quarterly, at the option of
Watchit Media, at the rate of one hundred eighty dollars ($180.00) per hour.


Monthly content will be trafficked to the
Clients property by means defined in the Master Terms and Conditions.  If Client chooses alternate delivery means,
the Client shall (i) reimburse Watchit for all expenses incurred by Watchit in
connection with performing these alternative Services, including reasonable
costs associated with special deliveries of equipment, content or other
materials as requested by Client, and (ii) pay any applicable taxes related to
the alternative Services.


The term of this Agreement shall be for
one (1) year from the conclusion of the acceptance period.  Thereafter, the Content and Template Creation
Services and the Maintenance and
Support shall be automatically renewed for successive one (1) year periods,
unless either party provides written notice to the other party of the intent
not to renew this Agreement.  Written
notice must be given at least thirty days prior to the expiration of the
Initial Term or current renewal term.



 9
 






 



At any time either Watchit or the Client
may modify or amend this agreement in a written Project Change Request as
identified in Appendix F of this PSO.  Project Change Request will specify any
additions to, or deletions from, the Services specified in this Agreement and
any adjustment in the fees identified herein by reason of the changes.  Adjustments in fees in will be made by good
faith negotiation of both parties on the basis of their respective estimate(s)
of increases or decreases in the cost, required resources, and materials of the
work due to the changes.


15.                               Subcontractors/Portion
of the work subcontracted


 


None


16.                               Client’s
authorized representative to approve Project Change Requests (PCRs) in
accordance with Appendix F of this PSO is: Mike Effner, Director of IT
Development.


 


17.                               Payment Schedule


 


The fixed or not to exceed total price
contract for the Products and Services to be performed by Watchit Media under
this PSO is one hundred sixty six thousand ten dollars ($166,010.00), which
shall be paid on the following schedule:


	
  Milestone

  	
   

  	
  Percentage

  	
   

  	
  Amount

  	
   

  
	
  Confirmation of
  order of hardware, software, and services

  	
   

  	
  25

  	
  %

  	
  $

  	
  38,346.25

  	
   

  
	
  Installation of
  hardware/software components

  	
   

  	
  50

  	
  %

  	
  $

  	
  76,692.50

  	
   

  
	
  Acceptance by
  Client

  	
   

  	
  25

  	
  %

  	
  $

  	
  38,346.25

  	
   

  
	
  Travel &
  Expenses (Actual billed, Not to Exceed)

  	
   

  	
   

  	
   

  	
  $

  	
  8,625.00

  	
   

  
	
  Shipping (Actual
  billed, Not to Exceed)

  	
   

  	
   

  	
   

  	
  $

  	
  4,000.00

  	
   

  



 


Work is scheduled to begin on April 25,
2006 and terminate by October 30, 2006 dependent on the Client site being ready
for the installation.


Not-to-exceed total fee means that the
charges for the work done under this PSO cannot exceed the amount noted as the “not-to-exceed”
fee.  Any additional hours required to
complete the initial scope of work shall be Watchit Media’s exclusive
responsibility.


Invoices would be raised by the Watchit
Media at the end of each month for the Services for the month and would be due
for payment once the invoice is raised.


Reimbursable
expenses incurred will be reimbursed in accordance with Section 11 of the
Master Agreement.  All Reimbursable
Expenses are exclusively limited to the list of Reimbursable Expenses set forth
in Appendix E to this PSO, which is
incorporated herein by reference.  During
the performance of this PSO, Watchit Media shall limit their


 



 10














 


Reimbursable Expenses to no more than 15%
of the value of the fixed or not-to-exceed total fee for the services provided
hereunder.


Client can terminate this PSO at any time
with ten (10) business day’s prior written notice to Watchit Media.  In the event of such termination, Client
shall pay Watchit Media the daily rate per person for each day up to the date
of termination , in addition to all pre-approved Reimbursable Expenses.


All project invoices (where milestones
are set) shall be sent to:


Bally’s Atlantic City


Attn: Bill Borrenstein


Park Place & Boardwalk  Atlantic City, NJ 08401


Ongoing monthly content invoices and
annual maintenance costs shall be sent to:


Bally’s Atlantic City


Attn: Colleen Cornell


Park Place & Boardwalk  Atlantic City, NJ 08401


All payments shall be sent to Watchit
Media’s address at:


Watchit Media


4046 West
Highway 7


PO Box 516


Montevideo, MN 56265



 11
 






 



The parties agree that the complete agreement between the parties
consists of 1) this Product and Services Order and 2) the Master Agreement.


 


Agreed to:


	
  Boardwalk Regency Corporation

  a New Jersey corporation

  dba Caesars Atlantic City

  	
   

  	
  Watchit
  Media USA, Inc.

  



 


	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
										



 



 12
 






 



APPENDIX
A


 


WATCHIT
MEDIA PRODUCT & SERVICES


Manageit


Manageit, an Enterprise Media Management
System, is a modular server based system that uses Scala technology as the
engine, and CastNET for creating, scheduling, and publishing ads. The system
consists of servers, players, the Net Manager, and the Creator module.
Completely scalable, Manageit is accessed using any web browser on any
computer; user security authorization is required for access.  Once a user is logged into the system they
may access a very simple interface to perform any activity for which they have
been granted permission. Activities are functions of the system as well as
rights or permissions granted to each user. They are as follows:


·                                          Create – Users create ads based on predefined
templates, combining video, text, graphics, and dynamic information from
databases.


·                                          Review – Authorized users can view ads
submitted for approval, or ads that are being created.


·                                          Approve – Ads are approved and released for
scheduling or rejected for revisions and re-submission.


·                                          Schedule – Approved ads are scheduled to play on
predetermined days and times, and may be scheduled up to a year in advance.


·                                          Publish – Once an ad is scheduled it will be
sent to the appropriate player(s) when it is published.


The Manageit infrastructure utilizes the
TCP/IP protocol over an existing CAT5 network. Players are modified PC’s
specifically designed for the storage and playback of motion media, and are
enabled to send a program stream to any type of display, including plasma, LCD,
outdoor LED, projectors, and in room television. Players receive published ads
from the server where they are stored to be inserted into play lists.


Manageit allows assets such as video,
graphics, etc. to be centrally located and available to all Clients’
properties’ authorized users. These assets can be monitored or regulated by the
corporate office to assure they align with the company brand and retain
consistency of message. At the property level these assets can be used to
create messages for profiled guests, utilizing proprietary programming, to
target specific property sectors for cross promotion, entertainment, and
gaming.


NetManager


NetManager is the module for configuring
network actions in Manageit; Bandwidth
can be regulated and network rules can be activated to assure effective media
transport.



 13
 






 



Creator


 


Creator allows users to create ads from
pre-created templates, following a creation wizard ads are created by answering
questions, selecting media files and typing pre-formatted text. Ad’s can be
created quickly while the template assures that the style is consistent with
the Client’s brand.


Programming


Watchit Media, Inc. is a leader in
creating, producing and presenting high-impact dynamic digital communication.
We have 12 years experience in the creation proprietary television programming
and management of Private Video NetworksTM (Narrowcasting) to the gaming and
hospitality industry.  We create, produce
and present compelling dynamic digital video communications for public displays
and in-room television.


 



 14
 






 



APPENDIX C


 


Manageit System Hardware
Configurations


Player System OS:


Windows 2000 or XP (please note if you
have service pack restrictions up front - otherwise we install latest available
versions)


·                                          Processor:  Pentium 4 2.8Ghz or faster Hyper Threaded
processor  Memory:  256MB or better


·                                          Video
Card:  NVideo GForce 5200 AGP chip set or
Intel 865G Extreme 2 AGP Chipset recommended 64MB Video Ram or greater


·                                          Disk
Space:  20GB or better 5400+ RPM


·                                          These can be
provided as Turnkey small form factor PC’s - we can also provide on a Compaq,
HP or Dell configuration


·                                          If Antivirus
software will be installed all popups will be deactivated as they interfere
with the playback software.


·                                          They
communicate to the server via FTP.


Creator
and NetManager System OS:


Windows 2000 or XP (please note if you
have service pack restrictions up front - otherwise we install latest available
versions)


·                                          Processor:  Pentium 4 2.8Ghz or faster Hyper Threaded
processor Memory:  256MB or better


·                                          Video
Card:  NVideo GForce 5200 AGP chip set or
Intel 865G Extreme 2 AGP chipset recommended 64MB video RAM or greater.


·                                          Disk
Space:  20GB or better 5400+ RPM Boot
Drive and Mapped Server D Drive


·                                          These can be
provided as Turnkey PC’s - we can also provide on a Compaq, HP or Dell
configuration


·                                          If Antivirus
software will be installed all pop ups will be deactivated as they interfere
with the playback software. These systems need to be able to map a drive from
the Server.


Server
System OS:


Windows 2000 Server or 2003 Server
(please note if you have service pack restrictions up front - otherwise we
install latest available versions)


·                                          Processor:  Single Pentium 4 2.8Ghz or faster Hyper
Threaded processor or Dual Xeon 3Ghz+ processor - grows with size of
deployments


·                                          Memory:  1GB or better Video Card:  Most any onboard video that can provide 32bit
1024x768 resolution preferred


·                                          Disk
Space:  Deployment size varies storage
from 200 GB to 1TB based on content. 
Typically Raid 5 with Tape backup solution


·                                          These are
provided as Turnkey servers - we can also provide on a Compaq, HP or Dell
configuration



 15
 






 



·                                          If Antivirus
software will be installed, all pop ups will be deactivated as they interfere
with the playback software


·                                          The systems
communicate primarily via FTP protocol using a FTP server and IIS Web Server on
the Server system.  The D drive from the
server will need to be designated as the D drive on the Creator system.


·                                          Anti-virus
software is to be specified by client, so we can add the cost to the proposal
and install on server(s).


·                                          A secure VPN
or constant on remote access environment is highly recommended for support
purposes so remote troubleshooting can be provided.


 



 16
 






 



APPENDIX E


 


Reimbursable Expenses


Records of all costs and Reimbursable
Expenses incurred in connection with the Services performed under the terms and
conditions of this Agreement shall be kept in accordance with generally
accepted accounting principles and shall be available to Harrah’s pursuant to
the terms of Section “Audit” hereof. 
Copies thereof shall be made and presented to Harrah’s as and when
reasonably requested at no cost to Harrah’s.


All Reimbursable Expenses are exclusively
limited to the list of Reimbursable Expenses set forth in Exhibit “B”, which is
attached to this Agreement and incorporated herein by reference.  All Reimbursable Expenses shall be incurred
in accordance with the following policy. 
Reimbursable Expenses shall only be at actual costs and only in
connection with out-of-town travel of more than one hundred (100) miles from
Watchit Media’s location.  Authorized
travel expenses shall be billed listing the employee’s name, purpose of the
trip and the dates traveled.  Written
authorization shall be obtained in advance from Harrah’s.  Copies of all receipts, hotel bills, car rental receipts and like
documentation for other items will be provided with the billing.  Airfare will be at coach airfare.  Per diem expenses for food and hotel shall be
at Harrah’s place of business, if applicable and/or not to exceed Federal
Government per diem daily allowable rates for the City and State traveled into
without the express written advance permission of Harrah’s which can be given
by fax or e-mail.  It is Watchit Media’s
responsibility to submit only the Reimbursable Expenses.  Watchit Media’s invoices for Reimbursable
Expenses must be received by Harrah’s within forty-five (45) days of the date
the expense(s) was/were incurred or Harrah’s will no longer have to honor those
invoices.


Watchit Media is responsible for shipping
all products on Harrah’s designated shipper, as set forth herein.  Non-compliance with this provision will
result in a non-payment of Watchit Media’s freight bill to Watchit Media’s
company including document handling fees to process Watchit Media’s invoice for
payment. Risk of loss is on the carrier from time of pickup to Harrah’s loading
dock.  Harrah’s shall not pay any charges
for handling and/or packaging.  Watchit
Media should package material appropriately for shipping.  This provision shall not apply to any
tribally owned Harrah’s managed property. 
Shipments will be F.O.B. Origin, 3rd party billing option.  FedEx Ground and FedEx Express should be used
for all inbound packages weighting less than 150 lbs. (total shipment weight of
less than 300 lbs.) and FedEx Freight (should be sent “freight collect” unless
otherwise instructed) for all shipments over 300 lbs.  At no time will Watchit Media ship on FedEx
Express without prior written approval from Harrah’s.  All shipping documents require a purchase
order number on the bill of lading.



 17
 






 



List of Reimbursable Expenses


 


·                                          Standard
rooms


·                                          Use of a
rental car.  Intermediate class cars or
smaller must be booked unless any of the following conditions exist:


·             Four
or more passengers will be using the vehicle;


·             Business
materials or equipment require a larger vehicle;


·             An
intermediate car is not available;


·             For pre-approved medical reasons.


·                                          Reimburse
reasonable parking fees and tolls.


·                                          Travelers
will be reimbursed for the cost of taxis (NO Limo’s) to and from places of
business, hotel, airports or railroad stations in connection with business
activities if rental car usage is not also being paid for by Harrah’s.


·                                          Domestic air
travel must be in Economy class and, where possible, ticketed at least fourteen
(14) days in advance.


·                                          Meal
expenses incurred by the traveler when dining alone during out-of-town business
not to exceed the Federal Government per diem daily rates for the City and
State traveled into.


·                                          Air freight
via Federal Express for business purposes.


·                                          Personal car
mileage at the IRS rate of 44.5 cents per mile for business miles driven.


Non-Reimbursable Expenses


·                                          Additional
travel insurance coverage


·                                          Airline club
memberships


·                                          Airphone
usage


·                                          Air travel
upgrades


·                                          Auto repairs


·                                          Barber and
hair salon fees


·                                          Car washes
or detailing


·                                          Cell Phone
charges


·                                          Clothing


·                                          Donated
items or gifts


·                                          Excess
baggage charges, except for business materials or equipment


·                                          Expenses for
travel companions/family members


·                                          Expenses
relating to vacation or personal days incurred before, during, or after a
business trip


·                                          Fines and
penalties imposed for the violation of traffic laws while operating a personal
or rental car.


·                                          Forfeiture
fees for hotel rooms and/or rental cars unless there is sufficient proof that
the billing is in error.


·                                          Frequent
flyer tickets or upgrades


·                                          Hotel room
upgrades


·                                          Laundry or
valet services



 18
 






 



·                                          Lost or
stolen personal funds or property


·                                          Lost baggage


·                                          Magazines,
books, newspapers


·                                          Medical
expenses


·                                          Mini-bar
refreshments unless as a substitute for a meal


·                                          “No-show”
charges for hotel or car rental


·                                          Optional
travel or baggage insurance


·                                          Parking tickets
or traffic violation fines


·                                          Personal
accident insurance


·                                          Personal
automobile insurance.


·                                          Personal
entertainment, including sports events and theater


·                                          Personal
phone calls


·                                          Personal
property insurance


·                                          Personal
telegrams/telexes


·                                          Pet care or
kennel fees


·                                          Rental car
optional insurance


·                                          Rental car
phones


·                                          Rental car
upgrades


·                                          Repairs due
to accidents


·                                          Repairs to
personal vehicles


·                                          Spa, sauna,
massage fees


·                                          Shoe shine
expense


·                                          Souvenirs or
personal gifts


·                                          Theft of
personal property from room or rental car


·                                          Towing
charges


·                                          Travelers
check fees


·                                          Currency
conversion fees


·                                          Laundry/dry
cleaning/suit pressing for trips exceeding five consecutive nights


·                                          Any other
expense(s) not specifically defined as “Reimbursable Expenses” in this Exhibit.



 19














 


APPENDIX F


Project
Change Request (“PCR”) Procedure


The Client without invalidating the
Product and Services Order (PSO), may order extra Services or make changes
within the general scope of the work by altering, adding to or deducting from
the Services which may result in a change to the estimated price or completion
date by both parties executing a PCR in the form attached as Exhibit A to this
PSO. All Services performed pursuant to a valid PCR shall be performed under
the conditions of the PSO. The PCR will describe the change, the rationale for
the change, and the effect the change will have on the PSO.


(b) PCR
Procedure. Upon receipt of a request from the
Client, Watchit Media shall furnish to the Client a statement setting forth in
detail the proposal of Watchit Media for performing the extra Services or
changes and the effect of the extra Services or changes, if any, in the
not-to-exceed price and the completion date attributable to the extra Services
or changes. If an authorized representative of Client approves in writing the
proposal of Watchit Media, the parties shall execute a PCR and the completion
date may be adjusted accordingly.



 20
 






 



APPENDIX G


 


HARRAH’S
OPERATING COMPANY, INC.  SECURITY POLICY

Pursuant to the Product and Service Order dated May     ,
2006


 


1.1.         Safeguarding
Harrah’s Information


 


Harrah’s guidelines for safeguarding its
information include measures that must be taken when a supplier, vendor or
Watchit Media (“Supplier”) maintains processes or otherwise has access to
Harrah’s Information by providing services directly to our company.  Harrah’s Information is defined as all
information provided by Harrah’s to the Supplier or any Harrah’s information
accessible by the Supplier, including but not limited to, Harrah’s proprietary
information, Harrah’s confidential information, Harrah’s customer information
and regulatory controlled information. Harrah’s information handling practices
comply with the existing Federal and State laws and create a continuum of
effective privacy protections for our corporation and customers.  Harrah’s also requires Suppliers doing
business with Harrah’s to uphold Harrah’s standards for the safeguarding of
Harrah’s Information which include but is not limited to Harrah’s corporate and
customer information.  Accordingly,
concerning all Supplier relationships, Supplier’s shall provide documentation
of the following:


1.1.1.
              Suppliers
conduct appropriate privacy due diligence to review the measures used to
protect customer information.  Where
applicable, privacy due diligence is performed and documentation of it is
provided prior to the selection of a Supplier.


1.1.2.
              Suppliers
will implement appropriate measures designed to safeguard and maintain the
confidentiality of Harrah’s Information. 
Supplier’s obligations to do so will be confirmed through the following
provisions which will be included in any agreement between Supplier and Harrah’s
(“Agreement”):


1.1.2.1.
             Information Security Review. 
Harrah’s reserves the right to perform information security reviews on any
systems or applications used by Supplier to provide services to Harrah’s.  The security reviews can include physical
inspection, external scan, code review, process reviews, and reviews of system
configurations(“Security Reviews”).  The
Security Reviews shall be conducted at Harrah’s discretion, by Harrah’s or its
designee (who shall be a reputable security firm), and at Harrah’s expense
unless provided otherwise.  Supplier
shall grant permission to Harrah’s to perform the Security Reviews.  Harrah’s actions or results from any Security
Reviews shall be the sole property of Harrah’s and may not be utilized or
relied on by Supplier in any way, except as set forth by Harrah’s in



 21
 






 



 


performance
of services hereunder.  Should any
Security Review result in the discovery of material security risks to the
network used by Supplier to perform services for Harrah’s, Supplier shall be
solely responsible for the cost of the Security Reviews. Harrah’s shall
immediately notify Supplier of such risks and Supplier shall respond to Harrah’s
in writing within three days with Supplier’s plan to take reasonable measures
to promptly correct, repair, modify the said network or application to
effectively eliminate the risk at no cost to Harrah’s.


1.1.2.2.
             Information Security Standards. 
Harrah’s shall provide to Supplier its Information Security Standards
that define information security controls and guidelines currently in
place.  The Supplier shall, in the
performance by Supplier of services under the Agreement, comply with all
commercially reasonable standards within thirty days of receipt of same, unless
the parties agree otherwise.  At any time
during the term of the Agreement, and upon notice to Supplier, Harrah’s may
have a Security Review and an architectural design review of the facilities and
applications used by Supplier to perform services for Harrah’s, such a review
will be performed by either Harrah’s or a third party, at Harrah’s discretion.
If a security flaw is discovered, Harrah’s shall give immediate notice of such
flaw to Supplier and Supplier shall have five business days to formulate a plan
to cure such flaw, unless the parties agree to a longer period of time for such
cure.  Unless otherwise agreed to by the
parties, during the term of the Agreement, Supplier shall have thirty days from
receipt of notice to comply with any change in the Information Security
Standards.


1.1.2.3.
             Electronic Incident Reporting. 
Supplier shall report to Harrah’s all known or suspected Electronic
Incidents (as defined below).  If an
Electronic Incident occurs Supplier shall immediately notify Harrah’s IT
Security and provide the following information: nature and impact of the
electronic incident; actions already taken by Supplier; Suppliers assessment of
immediate risk; corrective measures to be taken, evaluation of alternatives,
and next steps.  Supplier shall continue
to provide appropriate status reports to Harrah’s regarding the resolution of
the electronic incidents.  Harrah’s may
require that Supplier’s services be suspended, connectivity with Supplier be
terminated or other appropriate action be taken pending such resolution.


1.1.2.4.
             Electronic Incident. 
Electronic Incident means any unauthorized action by a known or unknown
person which,



 22
 






 



whether
successfully completed, attempted or threatened, should be reasonably
considered one of the following with regard to Harrah’s site, Harrah’s
technology, Harrah’s systems or services, Supplier’s systems, technology or
deliverables provided to Harrah’s: an attack, penetration, denial of service,
disclosure of Harrah’s Information which includes but is not limited to Harrah’s
confidential information or customer information, misuse of system access,
unauthorized access or intrusion (hacking), virus intrusion, scan of Harrah’s
or Supplier’s systems or networks, or any other activity that could affect
Harrah’s systems or data.  For purposes
of this definition, “Supplier’s systems’” shall include the systems, network
technology, content or web sites of third party vendors used by Supplier for
the provision of Supplier’s services to Harrah’s.


1.1.2.5.
             Supplier Monitoring.  At Harrah’s discretion, Harrah’s shall
monitor Suppliers to ensure that they continue to meet obligations pertaining
to safeguarding Harrah’s Information. 
Not more than once per year throughout the term of the Agreement, Harrah’s
may require Supplier to:


1.1.2.6.
             Complete
Service Provider Information Security Questionnaire


1.1.2.7.
             Provide
documentation of a recently completed security audit that measures information
security controls and guidelines currently in place.


1.1.2.8.
             Permit
Harrah’s to perform site visit(s)


1.1.2.9.
             Permit
Harrah’s to perform Security Review



 23
 






 



APPENDIX H


 


LIST
OF PROHIBITED SOFTWARE & HARDWARE

Pursuant to the Product and Services Order dated May     ,
2006


These
items may exist on a Watchit Media’s laptop, but their use in Client’s network
environment is strictly prohibited.


·              Any type of internet messaging, chat,
weather, stock tickers, streaming media


·              No jazz drives, zip drives, memory drives,
or RW CD/DVD


·              No Server OS installed on PC


·              No virus protection other than Harrah’s
standard, which is Norton


·              No modems


These prohibited items may NOT even exist on a
Watchit Media’s laptop and their use in Client’s network environment is
strictly prohibited.


·              Any Remote Control software, such as PC
Anywhere, other than Windows Terminal Server Client or VNC


·              No “hacker tools,” keystroke loggers,
password capture, or other systems analysis software


·              No sniffing or network discover or
analysis related tools


·              No Peer to
Peer communication software such as KaZaA, BadBlue, DirectConnect, CuteMX,
Napster, Scour, HotComm, or Blubster, etc... that could be used by someone to
take control of another person’s computer



 24
 






 



Exhibit A


 


Pursuant
to Appendix F


Project Change Request (PCR) # 


This Project Change Request No.
     is entered into by and between Harrah’s Operating
Company, Inc. (“Company”) and                     (“Watchit Media”) and is deemed to be
incorporated into the Statement of Work dated       ,
200    and that certain Master Services Agreement dated as of
the      day of       ,
200    by and between Company and Watchit Media (the “Master
Agreement’).  Any terms used herein but
not defined shall have the meaning ascribed to such term in the Master
Agreement.


1.             Description
of Change Order and Responsibilities of Parties:


 


	
  Brief Description and reason
  for the Change Order:

  	
   

  	
  Request #:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Project Release:

  	
   

  	
  Priority:

  
	
   

  	
   

  	
   

  
	
  (H/M/L)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Phase:

  	
   

  	
   

  
	
  REQUEST
  DEFINITION

  
	
  Initiator:

  	
   

  	
  Date Opened:

  
	
   

  	
   

  	
   

  
	
  Detailed
  Description:        1.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Additional
  Documentation Attached:

  	
   

  	
  Date Needed:

  



 



 25
 






 



2.             Revised
Deliverables:


 


	
  Deliverable

  Type

  	
   

  	
  Summary

  	
   

  	
  Estimated Date

  	
   

  	
  Estimated Hours

  
	
   

  	
   

  	
  ·

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
   

  	
   

  	
   

  



The
Deliverables are defined as Company’s Confidential Information and Company’s
Intellectual Property in accordance with the Master Agreement.


3.             Work
Statement Costs:


 


Original Fixed
Fee:


Change Order
Amount:


Total Not to
Exceed with Revised Work Statement Costs:


4.             Revised
Milestones and Payment Schedule:


 


	
  Milestone #

  	
   

  	
  Milestone

  	
   

  	
  Estimated date relative to

  Start Date

  	
   

  	
  Payment Due

  
	
      

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
      

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
      

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


The parties agree that the complete
agreement between the parties consists of 1) this Project Change Request; 2)
the Statement of Work referenced above and 3) the Master Services Agreement.


For Harrah’s Operating Company, Inc.


	
  

  	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Date

  	
   

  	
  Signed

  



 



 26
 






 



For Watchit Media:


 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Date

  	
   

  	
  Signed

  



 



 27