EXHIBIT
      10.27

     

    Dated
      October 12, 2005

     

     

    
      	 	
              (1)

            	
              Inspired
                Broadcast Networks

            


    

     

    
      	 	
              (2)

            	
              New
                Media Lottery Services International,
                Ltd.

            


    

     

    


     

    


     

    Lottery
      Games Content Agreement

    
      
         

      

      
        
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    CONTENTS

     

    Page

    
      	
            	 	 
	
              1.

            	
              Interpretation

            	
              1

            
	
              2.

            	
              Duties
                of NMLSI

            	
              5

            
	
              3.

            	
              Duties
                of Inspired

            	
              7

            
	
              4.

            	
              Financial
                Provisions

            	
              7

            
	
              5.

            	
              Intellectual
                Property

            	
              8

            
	
              6.

            	
              Confidentiality

            	
              9

            
	
              7.

            	
              Force
                Majeure

            	
              10

            
	
              8.

            	
              Indemnification

            	
              10

            
	
              9.

            	
              Assignment
                and Transfer

            	
              11

            
	
              10.

            	
              Commencement
                and Term

            	
              11

            
	
              11.

            	
              Summary
                Termination

            	
              11

            
	
              12.

            	
              Consequences
                of Termination

            	
              12

            
	
              13.

            	
              Nature
                of Agreement

            	
              13

            
	
              14.

            	
              Severability

            	
              13

            
	
              15.

            	
              Communications

            	
              13

            
	
              16.

            	
              Miscellaneous

            	
              15

            
	
              17.

            	
              Applicable
                Law

            	
              15

            


    

    

      
        
           

        

        
           

          
            

          

        

        
           

          
          

        

      

THIS
      AGREEMENT
      made the
      ______________ day of ____________________ 2005

    BETWEEN

     

    
      	
              A.

            	
              Inspired
                Broadcast Networks, England registration No 03913734,
                having
                its registered office at 3 The Maltings, Wetmore Road, Burton on
                Trent,
                Staffordshire, England (“INSPIRED”).;
                and

            


    

     

    
      	B.	
              New
                Media Lottery Services International, Ltd.
                having its registered offices at 370 Neff Avenue, Harrisonburg, VA
                22801
                (“NMLSI”).     

            


    

     

    


    WHEREAS

     

    
      	
              A.

            	
              Inspired
                Broadcast Networks (Inspired) is Europe's leader in
                

            


    

     

    pay-to-play
      entertainment and broadband services in retail and public 

     

    spaces,
      with an installed base of more than 11,000 networked 

     

    terminals;

     

    
      	
              B.

            	
              NMLSI
                is a company which has developed an expertise in the establishment,
                design, operation, distribution and management of lottery games for
                the
                Internet and; 

            


    

     

    
      	
              C.

            	
              NMLSI
                operates a variety of UK based charity lottery game sites
                and;

            


    

     

    
      	
              D.

            	
              Inspired
                is desirous of contracting with NMLSI to provide it with a variety
                of
                video lottery games on the Inspired Terminals and the Inspired Lottery
                Content Site and or a mutually agreed upon website subject to the
                terms
                and conditions set out herein and;.

            


    

     

    
      	
              E.

            	
              NMLSI
                is desirous of contracting with Inspired to provide Lottery content
                to for
                use on Inspired Terminals and the Inspired Lottery Content
                Site.

            


    

     

    


    NOW
      IT IS HEREBY AGREED
      as
      follows:

     

    
      	
              1.

            	
              Interpretation

            


    

     

    1.1    In
      this
      Agreement, unless the context otherwise requires:

     

    
      	
              “Accounting
                Period”

            	
              means
                a four week accounting period operated by Inspired

            
	 	 
	
              “Business
                Day”

            	
              means
                a day other than a Saturday or Sunday in England on which banks are
                generally open for business in London;

            
	 	 
	
              “Cash
                Management Costs” 

            	
              means
                bank credit card merchant fees and clearance fees, foreign currency
                exchange charges, bad debts, fraudulent debit or credit card transactions,
                chargebacks and/or any other bank charges reasonably incurred
                by

            


    

     

    
      
         

      

      
        Page
          1 of
          16

        
          

        

      

      
         

      

    

     

    
      	 	
              Inspired
                in the performance of its obligations under this Agreement for the
                applicable Accounting Period;

            
	 	 
	
              “Charities”

            	
              means
                one or more charitable organisations which have decided to assist
                the
                furtherance of their charitable purposes by raising money through
                a
                lottery organised in accordance with the provisions of the
                Statutes;

            
	 	 
	
              “Charity
                Proceeds”

            	
              means
                an aggregate of 20 percent of the Gross Proceeds which are paid to
                the
                Charities in accordance with the provisions of this
                Agreement;

            
	 	 
	
              “EMU
                Compliant”

            	
              means
                that the NMLSI Lottery Games shall function accurately in any currency
                of
                the United Kingdom and Republic of Ireland and any other European
                country
                which shall form part of the Territory during this
                Agreement;

            
	 	 
	
              “End
                Users”

            	
              means
                individuals who participate in the NMLSI Lottery Games via the Inspired
                Terminals and/or the Inspired Lottery Content Site;

            
	 	 
	
              “Force
                Majeure”
                

            	
              means,
                in relation to any party, any circumstances beyond the reasonable
                control
                of that party;

            
	 	 
	
              “Group
                Company”
                

            	
              means
                in relation to Inspired, any holding company or subsidiary of Inspired
                and
                any other subsidiary of the holding company of
                Inspired;

            
	 	 
	
              “Gross
                Proceeds”
                

            	
              means
                the proceeds of all sales to End Users of NMLSI Lottery Games on
                the
                Inspired Terminals received by Inspired for the applicable Accounting
                Period;

            
	 	 
	
              “Inspired
                Lottery Content Site”

            	
              means
                the website operating under the Internet domain name (yet to be
                determined) designed by or on behalf of;

            
	 	 
	
              “Inspired
                Terminals”

            	
              means
                Inspired’s estate of broadband enabled terminals (but excluding Itbox)
                operated by Inspired or its Group Companies, Inspired is free to
                add Itbox
                devices at its discretion at any time during the term of this
                agreement;

            
	 	 
	
              “Intellectual
                Property Rights”
                

            	
              means
                all intellectual property rights of any kind whatsoever including
                without
                limitation

            


    

     

    
      
         

      

      
        Page
          2 of
          16

        
          

        

      

      
         

      

    

     

    
      	 	
              patents,
                trade marks, database rights, service marks, trade names, rights
                in
                designs, copyrights, trade secrets and Know-how, whether or not
                registered, whether or not in existence at the date hereof and including
                applications for any such right, matter or thing or registration
                thereof;

            
	 	 
	
              “Internet”

            	
              means
                the international network of computers and computer networks including
                what is commonly known as the World Wide Web;

            
	 	 
	
              “Know-how” 

            	
              means
                such skills, knowledge, experience, technical information or techniques
                of
                whatsoever nature as are utilised by either party in the performance
                of
                its obligations under this Agreement;

            
	 	 
	
              “Material
                Defect”

            	
              any
                technical fault or malfunction of the NMLSI Lottery Games which results
                in
                an End User being due a payout in excess of that which would be due
                to
                such End User if the NMLSI Lottery Games did not have such a technical
                fault or malfunction;

            
	 	 
	
              “Net
                Proceeds” 

            	
              means
                the Gross Proceeds after deduction of Prize Payouts, Charity Proceeds,
                Retailer Fees and Cash Management Costs [and VAT if
                applicable];

            
	 	 
	
              “NMLSI
                Lottery Games”

            	
              means
                the lottery games created, operated and managed by NMLSI, which are
                supplied to Inspired to be accessed by End Users through the Inspired
                Terminals and/or the Inspired Content Site for the benefit of UK
                and
                Republic of Ireland based Charities and approved by Inspired under
                the
                Procedures Manuals;

            
	 	 
	
              “Prize
                Payout”
                

            	
              means
                the sums paid out to players by NMLSI in accordance with the rules
                of the
                games and the guidelines of the UK Gaming Board (or its equivalent
                body in
                the Republic of Ireland) from time to time and the terms of this
                Agreement;

            
	 	 
	
              “Procedures
                Manuals”

            	
              means
                the manuals which will be agreed by the parties prior to the commencement
                of NMLSI Lottery Games on the Inspired Terminals and the Inspired
                Lottery
                Content Site and which will document the procedures, rules and regulations
                governing the operation

            


    

     

    
      
         

      

      
        Page
          3 of
          16

        
          

        

      

      
         

      

    

     

    
      	 	
              of
                the NMLSI Lottery Games on the Inspired Terminals and the Inspired
                Content
                Site (including without limitation the theme, graphics and prize
                structures in respect thereto) as the same are amended by agreement
                between the parties from time to time;

            
	 	 
	
              “Restricted
                Information”

            	
              means
                any information which is disclosed to NMLSI by Inspired pursuant
                to or in
                connection with this Agreement whether orally or in writing, and
                whether
                or not such information is expressly stated to be confidential or
                marked
                as such;

            
	 	 
	
              “Retailer
                Fees”

            	
              means
                the fees payable by Inspired to retailers to locate Inspired Terminals
                displaying the NMLSI Lottery Games at their premises;

            
	 	 
	
              “Statutes”
                

            	
              means
                the Lotteries and Amusement Act, 1976 (as amended) and any other
                legislation which is applicable to the broadcast, operation or use
                of the
                NMLSI Lottery Games in the Territory from time to time during this
                Agreement;

            
	 	 
	
              “Territory”

            	
              means
                the United Kingdom and Republic of Ireland. In addition, the parties
                agree
                to include Italy and Spain. These additional markets shall not be
                subject
                to the financial provision of Clause 4 but will be agreed in writing
                by
                the parties on a market by market basis;

            
	 	 
	
              “Validation
                Date”

            	
              the
                date on which Inspired notifies NMLSI that a particular NMLSI Lottery
                Game
                is ready for use.

            


    

    


     

    
      	 	
              1.2

            	
              Any
                reference in this Agreement to “writing” or cognate expressions includes a
                reference
                to telex, cable, facsimile transmission or comparable means of
                communication and reference to “holding company” has the meaning in the
                Companies Act, 1985.

            


    

     

    
      	 	
              1.3

            	
              Any
                reference in this Agreement to the Statutes or any statute or statutory
                provision shall be deemed to include any statute or statutory provision
                which amends, extends, consolidates or replaces the same, or which
                has
                been amended, extended, consolidated or replaced by the same and
                shall
                include any order, regulations, instruments or other subordinate
                legislation made under the relevant
                statutes.

            


    

     

    
      	 	
              1.4

            	
              The
                headings in this Agreement are for convenience only and shall not
                affect
                its interpretation.

            


    

     

    
      
         

      

      
        Page
          4 of
          16

        
          

        

      

      
         

      

       

    

    
      	 	
              1.5

            	
              A
                reference to a document in the “agreed form” is a reference to a document
                in a form approved and for the purposes of identification signed
                by or on
                behalf of each party to this
                Agreement.

            


    

     

    
      	2.	
              Duties
                of NMLSI

            


    

     

    
      	 	
              2.1

            	
              At
                the date of this Agreement, NMLSI has completed the establishment
                of a
                number of UK and Republic of Ireland charity lottery game sites which
                incorporate the NMLSI Lottery Games.


            


    

     

    
      	 	
              2.2

            	
              Using
                due care and diligence in the preparation of the Procedures Manuals
                and in
                the performance of its duties hereunder NMLSI shall at all times
                during
                the continuance of this Agreement provide Inspired with a range of
                services including but not limited
                to:

            


    

     

    
      	
            	(i)	
              providing
                the NMLSI Lottery Games on the Inspired Lottery Content Site in a
                format
                which will grant all eligible End Users access to the Lottery Content
                Sites delivered through the Inspired Terminals or on the Inspired
                Lottery
                Content Site;

            


    

     

    
      	
            	(ii)	
              providing
                at least 7 NMLSI Lottery Games per twelve month period of this Agreement
                for use by Inspired on the Inspired Terminals and the Inspired Lottery
                Content Site. Such NMLSI Lottery Games must be of a standard and
                content
                acceptable to Inspired and in compliance with the Procedures
                Manuals;

            


    

     

    
      	
            	(iii)	
              securely
                facilitating the Prize Payouts in respect of the NMLSI Lottery Games
                to
                eligible End Users on the Inspired Terminals and the Inspired Lottery
                Content Site in accordance with the agreed upon Procedures
                Manual;

            


    

     

    
      	
            	(iv)	
              providing
                and maintaining all systems, software, servers and technical support
                and
                any upgraded functionality necessary to ensure the availability of
                the
                NMLSI Lottery Games on the Inspired Terminals and the Inspired Lottery
                Content Site on a continuous basis during the term of this
                Agreement;

            


    

     

    
      	
            	(v)	
              design
                and implement a game strategy focused on sales growth which includes
                the
                launching of a variety of new games on a mutually agreed schedule
                and
                NMLSI will provide regular studies and analysis to justify game mix
                decisions;

            


    

     

    
      	
            	(vi)	
              suggest
                and design co-branding game opportunities and include Inspired’s branding
                and logo on NMLSI Lottery Games where agreed with
                Inspired;

            


    

     

    
      	
            	(vii)	
              employing
                or procuring the services of and remunerating such other persons
                as may be
                required by NMLSI to assist it in the performance of its duties under
                this
                Agreement;

            


    

     

    
      	
            	(viii)	
              complying
                with the Procedures Manuals, the Statutes and all other applicable
                laws
                and regulations relating to the operation of the NMLSI Lottery Games
                on
                the Inspired Terminals and the Inspired Lottery Content
                Site;

            


    

     

    
      
         

      

      
        Page
          5 of
          16

        
          

        

      

      
         

      

    

     

    
      	
            	(ix)	
              using
                all reasonable endeavours to ensure that the operation of the NMLSI
                Lottery Games and financial transactions related thereto proceed
                without
                risk of breaches of security, theft or misuse of data, data loss,
                incorrect recording of events or data, incorrect processing, virus
                propagation and player or third party systems
                damage;

            


    

     

    
      	
            	(x)	
              assisting
                in the design and implementation of all advertising, promotional
                marketing
                and sales programs for the NMLSI Lottery Games on the Inspired Terminals
                and the Inspired Lottery Content Site in a manner to be agreed between
                the
                parties hereto; and

            


    

     

    
      	
            	(xi)	
              manage
                the entire Charity process from selection, registration, Gaming Board
                reporting, Charity accounting statement preparation and charity payment
                processing. Inspired will have the right to nominate charity benefactors.
                

            


    

     

    
      	 	
              2.3

            	
              NMLSI
                shall maintain proper books of account and all records relating to
                the
                Prize Payouts and the Charity Proceeds in relation to the NMLSI Lottery
                Games on the Inspired Terminals and the Inspired Lottery Content
                Site and
                other transactions contemplated herein. Fully completed financial
                statements in the format requested by Inspired and audited by a
                professionally qualified and independent third party to be agreed
                and
                appointed by the parties prior to the Commencement Date will be given
                to
                Inspired in the timescale specified by
                Inspired.

            


    

     

    
      	 	
              2.4

            	
              In
                all their dealings in connection with NMLSI Lottery Games, NMLSI
                shall
                ensure that its employees and agents shall represent themselves as
                such
                and shall not purport to be employees or agents of Inspired or to
                represent Inspired.

            


    

     

    
      	 	
              2.5

            	
              NMLSI
                will be responsible for all costs in connection with the aforementioned
                duties including, but not limited to, the recurring human resource
                costs
                of discharging the aforementioned duties and all recurring communications
                and administrative costs. 

            


    

     

    
      	 	
              2.6

            	
              Without
                prejudice to any other duties or obligations of NMLSI under this
                Agreement
                in respect of the Inspired Lottery Content Site, NMLSI undertakes
                to
                Inspired not to do any of the following without the prior written
                consent
                of Inspired;

            


    

     

    
      	
            	(i)	
              amend
                the form or content of the Inspired Lottery Content Site;
                and/or

            


    

     

    
      	
            	(ii)	
              amend
                the form, content, rules or Prize Payout of any NMLSI Lottery Game;
                

            


    

     

    
      	
            	2.7	
              NMLSI
                acknowledges and agrees with Inspired that in order to maintain compliance
                with the Statutes, the Inspired Lottery Content Site shall contain
                the
                rules and regulations pertaining to the operation of the NMLSI Lottery
                Games and such terms and conditions and disclaimers as Inspired may
                reasonably supply from time to time (as agreed in the Procedures
                Manuals
                or otherwise in writing). 

            


    

     

    
      	 	
              2.8

            	
              The
                parties acknowledge and agree that all data relating to End Users
                shall be
                the property of Inspired and NMLSI agrees not to use such data relating
                to
                End Users

            


    

     

    
      
         

      

      
        Page
          6 of
          16

        
          

        

      

      
         

      

    

     

    for
      any
      purpose other than performance of its obligations hereunder without the prior
      written consent of Inspired. 

     

    
      	 	
              2.9

            	
              With
                effect from the Commencement Date of this Agreement, NMLSI grants
                Inspired
                and its Group Companies a non-exclusive, right and licence to broadcast,
                distribute, use, display, transmit and advertise the NMLSI Lottery
                Games
                on the Inspired Terminals and the Inspired Lottery Content Site during
                the
                term of this Agreement.

            


    

     

    
      	3.	
              Duties
                of Inspired

            


    

     

    
      	 	
              3.1

            	
              Inspired
                shall incorporate the NMLSI Charity Lottery Games on the Inspired
                Terminals. 

            


    

     

    
      	 	
              3.2

            	
              Inspired
                shall use its reasonable endeavours to assist NMLSI with compliance
                by
                NMLSI with all applicable laws and regulations relating to the sale
                of the
                NMLSI Lottery Games on the Inspired Terminals in the Territory and,
                in
                particular and without prejudice to the foregoing, the Statutes,
                but such
                assistance shall not relieve NMLSI of its obligations under Clause
                2.2(ix).

            


    

     

    
      	 	
              3.3

            	
              Inspired
                will be responsible for all issues involving the placement and management
                of the retail terminals and will determine the appropriate retailer
                fees
                to be paid to the establishments where the terminals are
                located.

            


    

     

    
      	 	
              3.4

            	
              Inspired
                acknowledges that the Intellectual Property Rights and Know-how which
                will
                be used in the provision of NMLSI Lottery Games on the Inspired Terminals
                or the Inspired Lottery Content Site shall remain the property of
                NMLSI.

            


    

     

    
      	 	
              3.5

            	
              Inspired
                will use all reasonable endeavours to promote the NMLSI Lottery Games
                to
                potential End Users but nothing in this Agreement shall oblige Inspired
                to
                use any or a particular NMLSI Lottery Game on the Inspired Terminals
                or
                the Inspired Lottery Content Site.

            


    

     

    
      	 	
              3.6

            	
              Inspired
                hereby grants NMLSI a licence for the term of this Agreement to use
                Inspired’s name, branding and logo for the purpose of Clause 2.2(vii)
                provided that:-

            


    

     

    
      	
            	(i)	
              NMLSI
                will comply with Inspired’s reasonable directions from time to time in
                relation to use and appearance of Inspired’s name, branding and logo;
                and

            


    

     

    
      	
            	(ii)	
              Inspired
                will retain all goodwill generated by the use of its name, branding
                and
                logo.

            


    

     

    
      	4.	
              Financial
                Provisions

            


    

     

    
      	 	
              4.1

            	
              All
                monies wagered by End Users participating in the NMLSI Lottery Games
                on
                the Inspired Terminals shall be collected by Inspired. Inspired shall
                be
                entitled to retain 60% of the Net Proceeds in any Accounting Period
                and
                shall pay NMLSI’

            


    

     

    
      
         

      

      
        Page
          7 of
          16

        
          

        

      

      
         

      

    

     

    the
      remaining 40% share of the Net Proceeds in accordance with Clauses 4.2 and
      4.3.

     

    
      	 	
              4.2

            	
              From
                the applicable Validation Date for an NMLSI Lottery Game, for each
                Accounting Period, Inspired will provide NMLSI with an account showing
                the
                Gross Proceeds and a calculation of the Net Proceeds (detailing the
                amount
                payable to NMLSI in respect of Charity Proceeds and NMLSI’ share of the
                Net Proceeds as calculated in accordance with Clause 4.1 for that
                Accounting Period). The account shall be sent to NMLSI within 15
                days of
                the end of each Accounting Period.

            


    

     

    
      	 	
              4.3

            	
              NMLSI
                may submit its invoice in respect of the amount due in accordance
                with
                Clause 4.2 upon receipt of each account from Inspired and Inspired
                shall
                pay such invoice within 30 days of receipt of the relevant sums from
                its
                relevant Group Company.

            


    

     

    
      	 	
              4.4

            	
              At
                all times during this Agreement NMLSI shall be responsible for the
                payment
                of the Charity Proceeds.

            


    

     

    
      	 	
              4.5

            	
              In
                the event that that there is a Material Defect or for any reason
                a Prize
                Payout exceeds 55% of the Gross Proceeds (or such other amount as
                is
                agreed in writing with Inspired) then NMLSI shall be responsible
                for such
                additional amount and, without prejudice to Inspired’s other rights and
                remedies, Inspired shall be entitled to offset such amount against
                NMLSI’
                share of the Net Proceeds until such amount is recouped by Inspired
                in
                full.

            


    

     

    
      	 	
              4.6

            	
              NMLSI
                shall maintain all proper books of account and records relating directly
                or indirectly to the NMLSI Lottery Games for Inspired and associated
                charities and for the term of this Agreement and three years thereafter
                NMLSI shall allow Inspired and/or its representatives unrestricted
                access
                to such documents and Inspired shall be entitled to conduct audits
                of the
                same at any time during the aforesaid
                term.

            


    

     

    
      	 	
              4.7

            	
              All
                sales of NMLSI Lottery Games by NMLSI on the Inspired Terminals and
                shall
                be made on such terms and conditions as Inspired and NMLSI may mutually
                agree in advance from time to time and NMLSI shall, in the course
                of
                dealing with players of NMLSI Lottery Games, bring to their notice
                such
                terms and conditions.

            


    

     

    
      	 	
              4.8

            	
              For
                the avoidance of doubt any amounts payable by Inspired to NMLSI shall
                be
                deemed to include any value added tax or similar tax charged or chargeable
                in respect thereof. Both parties agree to jointly review and discuss
                the
                proper handling of VAT.

            


    

     

    
      
         

      

      
        Page
          8 of
          16

        
          

        

      

      
         

      

       

    

    
      	
              5.

            	
              Intellectual
                Property

            


    

     

    
      	 	
              5.1

            	
              Subject
                to the Licence in Clause 3 herein nothing in this Agreement shall
                give
                NMLSI any Intellectual Property Rights in respect of Inspired or
                any trade
                names used by Inspired in relation to the NMLSI Lottery Games or
                of the
                goodwill associated therewith, and NMLSI hereby acknowledges that
                it shall
                not acquire any rights in respect thereof and that all such rights
                and
                goodwill are, and shall remain, vested in
                Inspired.

            


    

     

    
      	 	
              5.2

            	
              NMLSI
                shall not use any trade names so resembling the trade names of Inspired
                as
                to be likely to cause confusion or
                deception.

            


    

     

    
      	 	
              5.3

            	
              Inspired
                shall, during the continuance of this Agreement, at the expense of
                NMLSI,
                take all such steps as NMLSI may reasonably require to assist NMLSI
                in
                maintaining the validity and enforceability of the Intellectual Property
                Rights of NMLSI.

            


    

     

    
      	 	
              5.4

            	
              Nothing
                in this Agreement shall give Inspired any rights in respect of the
                Intellectual Property Rights of NMLSI (being the technical expertise
                (software and hardware) which NMLSI has developed in making the NMLSI
                Lottery Games available on the Inspired Terminals Inspired Lottery
                Content
                Site (including the Internet domain name www.gelotto.com) or any
                technology used by NMLSI in relation to the sale of NMLSI Lottery
                Games on
                the Inspired Terminals and the Inspired Lottery Content Site and
                Inspired
                acknowledges that it shall not acquire any rights in respect thereof
                and
                that all such rights and goodwill are, and shall remain, vested in
                NMLSI.
                

            


    

     

    
      	 	
              5.5

            	
              It
                is expressly agreed and understood that NMLSI or any of its employees
                or
                agents must not purport to incur any liability on behalf of Inspired
                or
                pledge Inspired’s credit or to make any contract binding on
                Inspired.

            


    

     

    
      	 	
              5.6

            	
              NMLSI
                shall indemnify Inspired fully against any claim by any third party
                relating to an alleged or actual infringement of any Intellectual
                Property
                Rights arising out of Inspired’s use of the NMLSI Lottery Games pursuant
                to this Agreement.

            


    

     

    
      	6.	
              Confidentiality

            


    

     

    
      	 	
              6.1

            	
              Except
                as provided by Clause 7.2, NMLSI shall at all times during the continuance
                of this Agreement and after its
                termination:

            


    

     

    
      	
            	(i)	
              keep
                all Restricted Information confidential and accordingly not disclose
                any
                Restricted Information to any other person;
                and

            


    

     

    
      	
            	(ii)	
              not
                use any Restricted Information for any purpose other than the performance
                of its obligations under this
                Agreement.

            


    

     

    
      	 	
              6.2

            	
              On
                the written authority of Inspired any Restricted Information may
                be
                disclosed by NMLSI to any governmental or other authority or regulatory
                body to such extent only as is necessary for the purposes contemplated
                by
                this Agreement, or as

            


    

     

    
      
         

      

      
        Page
          9 of
          16

        
          

        

      

      
         

      

    

     

    is
      required by law and subject in each case to NMLSI using its best endeavours
      to
      ensure that the person in question keeps the same confidential and does not
      use
      the same except for the purposes for which the disclosure is made.

     

    
      	 	
              6.3

            	
              NMLSI
                will comply with the Data Protection Act 1998 (“the Act”) when acting as a
                Data Processor (as defined within the Act) for Inspired and will
                comply
                with the 7th
                Principle of the Act and any future legislation enacted in replacement
                of
                the Act. Consistent with the requirements of the 7th
                Principle, NMLSI will:-

            


    

     

    
      	
            	(i)	
              have
                technical and organisational measures in place against unauthorised
                or
                unlawful processing of Personal Data and against accidental loss
                or
                destruction of, or damage to, Personal Data held or processed by
                it,
                appropriate to the harm that might result from such unauthorised
                or
                unlawful processing or loss, destruction or damage to Personal Data
                and
                the nature of the Personal Data;
                and

            


    

     

    
      	
            	(ii)	
              take
                all reasonable steps to ensure the reliability of any staff who have
                access to Personal Data processed in connection with this Agreement;
                and

            


    

     

    
      	
            	(iii)	
              not
                transfer the Personal Data to any third country outside of the European
                Economic Area without the prior written consent of
                Inspired.

            


    

     

    
      	7.	
              Force
                Majeure

            


    

     

    
      	 	
              7.1

            	
              If
                any party is affected by Force Majeure it shall forthwith notify
                the other
                party of the nature and extent
                thereof.

            


    

     

    
      	 	
              7.2

            	
              Neither
                of the parties to this Agreement shall be deemed to be in breach
                of this
                Agreement, or otherwise be liable to the other party, by reason of
                any
                delay in performance, or non-performance, of any of its obligations
                hereunder to the extent that such delay or non-performance is due
                to any
                Force Majeure of which it has notified the other party and the time
                for
                performance of that obligation shall be extended
                accordingly.

            


    

     

    
      	 	
              7.3

            	
              If
                the Force Majeure in question prevails for a continuous period in
                excess
                of 30 days, the parties may without prejudice to their rights under
                Clause
                11 enter into bona fide discussions with a view to alleviating its
                effects, or to agreeing upon such alternative arrangements as may
                be fair
                and reasonable.

            


    

     

    
      	8.	
              Indemnification
                and Warranty

            


    

     

    
      	 	
              8.1

            	
              NMLSI
                hereby agrees on demand to indemnify Inspired and hold Inspired harmless
                against any costs, claims, demands, causes of action and judgements
                whatsoever and howsoever arising out of the failure of NMLSI to comply
                with any of its obligations under this Agreement. Without prejudice
                to the
                foregoing NMLSI agrees on demand to indemnify Inspired and hold Inspired
                harmless against any costs, claims, demands, causes of action and
                judgments whatever and howsoever arising from, (including, without
                limitation, any termination
                thereof)

            


    

     

    
      
         

      

      
        Page
          10 of
          16

        
          

        

      

      
         

      

    

     

    and/or
      any other contract or arrangement entered into by NMLSI with any third party
      relating to the performance obligations and/or liabilities of NMLSI under this
      Agreement.

     

    
      	 	
              8.2

            	
              In
                the event that arising from an interpretation of the Statutes the
                operation of lottery games on the Internet is prohibited, or there
                is any
                change in the Statutes or in any law in any jurisdiction outside
                of the
                Territory which causes such prohibition the parties agree forthwith
                to
                enter into discussions to review matters with a view to continuing
                the
                operation of this Agreement to the extent legally possible and if
                the
                parties are unable to agree amendments to this Agreement this Agreement
                shall terminate.

            


    

     

    
      	 	
              8.3

            	
              NMLSI
                warrants that:-

            


    

     

    
      	
            	(i)	
              it
                has obtained all necessary licences, powers and consents to enter
                into
                this Agreement and perform its obligations
                hereunder;

            


    

     

    
      	
            	(ii)	
              the
                NMLSI Lottery Games will be EMU compliant;
                and

            


    

     

    
      	
            	(iii)	
              the
                NMLSI Lottery Games will at all times comply with the
                Statutes.

            


    

     

    
      	9.	
              Assignment
                and Transfer

            


    

     

    
      	 	
              9.1

            	
              Neither
                party shall assign, transfer or otherwise dispose of its rights and
                obligations pursuant to this Agreement without the prior written
                consent
                of the other party such consent not to be unreasonably withheld or
                delayed.

            


    

     

    
      	 	
              9.2

            	
              Each
                party shall have the right to assign, transfer or otherwise dispose
                of its
                rights and obligations pursuant to this Agreement without the prior
                written consent of the other party, where such assignment, transfer
                or
                disposal is made to its holding company, its subsidiary or a subsidiary
                of
                its holding company, provided that such assignee agrees to be bound
                by the
                provisions of this Agreement in every way as if it were the original
                contracting party.

            


    

     

    
      	10.	
              Commencement
                and Term

            


    

     

    
      	 	
              10.1

            	
              This
                Agreement shall be deemed to have come into force on the Commencement
                Date, defined as October 12, 2005, unless an earlier date is agreed
                by the
                parties, and shall continue, unless or until terminated earlier pursuant
                to any of the other provisions of this Agreement, for an initial
                period of
                3 years from that date and shall apply to such NMLSI Lottery Games
                which
                are to be used on the Inspired Terminals or the Inspired Lottery
                Content
                Site during that period.

            


    

     

    
      	 	
              10.2

            	
              Following
                expiration of the initial period of 3 years from the Commencement
                Date,
                this Agreement may be terminated by either party giving three months’
                written notice of termination to the other
                party.

            


    

     

    
      
         

      

      
        Page
          11 of
          16

        
          

        

      

      
         

      

       

    

    
      	
              11.

            	
              Summary
                Termination

            


    

     

    
      	 	
              11.1

            	
              Either
                party hereto shall have the right to terminate this Agreement by
                giving
                notice, having immediate effect, to the other party in the event
                of the
                occurrence of any of the following events of
                default:

            


    

     

    
      	
            	(i)	
              any
                breach or default (which is incapable of remedy) by the other party
                in
                performing its obligations hereunder;
                or

            


    

     

    
      	
            	(ii)	
              any
                breach or default (which is capable of remedy) by the other party
                in
                performing any obligation hereunder if such breach or default shall
                have
                continued unremedied for one month after the sending of a written
                notice
                requiring its remedy; or

            


    

     

    
      	
            	(iii)	
              the
                other party shall become insolvent or shall make an arrangement for
                the
                benefit of its creditors, or a voluntary or involuntary petition
                in
                bankruptcy or insolvency shall be filed by or against that other
                party or
                a receiver, liquidator or examiner of the business of that other
                party
                shall be appointed or an attachment shall be levied against the property
                of that other party and such receivership, liquidation, examination
                or
                attachment shall not be dissolved within 15 days from the date thereof;
                or

            


    

     

    
      	
            	(iv)	
              the
                other party shall change its legal status without the prior written
                consent of the first party, such consent not to be unreasonably withheld;
                or

            


    

     

    
      	
            	(v)	
              the
                other party ceases, or threatens to cease, to carry on
                business.

            


    

     

    
      	 	
              11.2

            	
              Without
                prejudice to Clause 11.1 herein, Inspired shall have the right to
                terminate this Agreement by giving notice, having immediate effect,
                to
                NMLSI in the event of the occurrence of any of the following events
                of
                default:

            


    

     

    
      	
            	(i)	
              NMLSI
                establishes, manages or operates the Inspired Lottery Content Site
                and/or
                the NMLSI Lottery Games in any manner which in the opinion of Inspired,
                prejudices the goodwill and/or reputation of any of the brandnames
                or any
                Group Company; 

            


    

     

    
      	
            	(ii)	
              if
                after the first year the gross revenue/sales per Inspired Terminal
                averages less than £100 (One hundred pounds) per day in any Accounting
                Period (calculated as an average amount over all the Inspired Terminals
                on
                which Inspired has deployed the NMLSI Lottery Games in such Accounting
                Period) of this Agreement; 

            


    

     

    
      	
            	(iii)	
              the
                parties fail to agree upon the format of the Procedures Manuals within
                30
                days prior to the Commencement Date;


            


    

     

    
      	
            	(iv)	
              NMLSI
                commits what, in the opinion of Inspired, constitutes a material
                breach of
                this Agreement or the Procedures Manuals;
                or

            


    

     

    
      	
            	(v)	
              the
                sale of the NMLSI Lottery Games on the Inspired Lottery Content Site
                is
                deemed to be prohibited under the Statutes or any law inside the
                Territory.

            


    

     

    
      
         

      

      
        Page
          12 of
          16

        
          

        

      

      
         

      

    

     

    
      	
            	11.3	
              The
                notice of termination, regardless of the cause, shall not relieve
                the
                parties hereto of any obligations pending at the time of termination
                or
                prejudice any other right or remedy of either party in respect of
                the
                breach concerned or any other
                breach.

            


    

     

    
      	12.	
              Consequences
                of Termination

            


    

     

    
      	 	
              12.1

            	
              Upon
                the termination of this Agreement from any cause
                whatsoever:

            


    

     

    
      	
            	(i)	
              The
                licence in respect of the NMLSI Lottery Games shall terminate with
                immediate effect;

            


    

     

    
      	
            	(ii)	
              NMLSI
                shall immediately remove the brandnames from the Inspired Lottery
                Content
                Site and the NMLSI Lottery Games;

            


    

     

    
      	
            	(iii)	
              NMLSI
                shall cease to seek or accept orders in respect of NMLSI Lottery
                Games on
                the Inspired Lottery Content Site;
                and

            


    

     

    
      	
            	(iv)	
              NMLSI
                shall return all data relating to End Users to
                Inspired.

            


    

     

    
      	
            	12.2	
              NMLSI
                shall have no claim against Inspired for compensation for loss of
                agency
                rights, loss of goodwill or any similar
                loss.

            


    

     

    
      	
            	12.3	
              Clauses
                6 and 8 shall continue in force in accordance with their
                terms.

            


    

     

    
      	
            	12.4	
              Subject
                as otherwise provided herein and without prejudice to any rights
                or
                obligations which have accrued prior to termination, neither party
                shall
                have any further obligation to the other party under this
                Agreement.

            


    

     

    
      	13.	
              Nature
                of Agreement

            


    

     

    
      	 	
              13.1

            	
              This
                Agreement constitutes the entire Agreement between the parties hereto
                with
                respect to the subject matters hereof and supersedes all prior statements,
                representations, agreements and understandings and incorporates any
                extension of this Agreement relating to the subject matter hereof,
                save
                that neither party shall exclude or attempt to exclude liability
                which one
                party would otherwise have to the other in respect of any statements
                made
                fraudulently.

            


    

     

    
      	14.	
              Severability

            


    

     

    
      	 	
              14.1

            	
              If
                any provision of this Agreement shall be determined to be partially
                void
                or unenforceable by any court or body of competent jurisdiction or
                by
                virtue of any legislation to which it is subject or by virtue of
                any other
                reason whatsoever, it shall be void or unenforceable to that extent
                only
                and no further, and the validity and enforceability of any of the
                other
                provisions herein shall not be affected thereby. Should any Clause
                herein
                be rendered void or unenforceable,
                whether

            


    

     

    
      
         

      

      
        Page
          13 of
          16

        
          

        

      

      
         

      

    

     

    wholly
      or
      in part, Inspired and NMLSI shall endeavour without delay to attain the economic
      and/or other result aimed at by the invalid Clause in another legally
      permissible manner.

     

    
      	 	
              14.2

            	
              If
                and to the extent that the Competition Authority indicates that but
                for
                the duration, extent or scope of the restrictions in this Agreement
                it
                would issue a certificate or grant a licence in respect of this Agreement
                NMLSI shall on request by Inspired forthwith in writing agree to
                the
                amendments with the minimum variation or modification required so
                as to
                give the Agreement the maximum duration extent or scope permissible
                but so
                as to procure such certificate or
                licence.

            


    

     

    
      	15.	
              Communications

            


    

     

    
      	 	
              15.1

            	
              Notices
                or other communications given pursuant to this Agreement shall be
                in
                writing and shall be sufficiently
                given:

            


    

     

    
      	
            	(i)	
              if
                delivered by hand or sent by post to the address and for the attention
                of
                the person set forth in this Clause of the party to which the notice
                or
                communication is being given or to such other address and for the
                attention of such other person as such party shall communicate to
                the
                party giving the notice or communication;
                or

            


    

     

    
      	
            	(ii)	
              if
                sent by facsimile to the correct facsimile number of the party to
                which it
                is being sent.

            


    

     

    
      	 	
              15.2

            	
              Any
                notice, or communication, given or sent by post under this Clause,
                shall
                be sent by registered post and each person giving a notice or
                communication by facsimile in accordance with this Clause shall promptly
                post the original copy to the person to whom the notice or communication
                was given but the absence of such posting shall not affect the validity
                of
                the notice or communication.

            


    

     

    
      	
            	15.3	
              Every
                notice or communication given in accordance with this Clause shall
                be
                deemed to have been received as
                follows:

            


    

     

    
      	 	Means of
              Dispatch	Deemed
              Received


      	 	 	 


      	 	Delivery by hand:	the
              day of delivery;


      	 	 	 


      	 	Overnight Delivery
              Service:	1 Business Day after posting;
              and


      	 	 	 


      	 	
              Facsimile

            	
              when
                sender receives a completed transmission sheet or otherwise receives
                a
                mechanical confirmation of transmission

            


      	 	 	 


    

     

    Provided
      that if, in accordance with the above provisions, any such notice or other
      communication would otherwise be deemed to be given or made outside working
      hours (being 9 a.m. to 5 p.m. on a Business Day) such notice or other
      communication shall be deemed to be given or made at the start of working hours
      on the next Business Day.

    
      
         

      

      
        Page
          14 of
          16

        
          

        

      

      
         

      

    

     

    
      	
            	15.4	
              The
                relevant addressee, address and facsimile number of each party for
                the
                purposes of this Agreement, subject to Clause 17.5
                are:

            


    

     

    
      	
              Name
                of Party

            	
              Address/Fax
                no 

            
	
              Inspired

            	
              FAO:
                Simon Strutt

            
	 	
              3
                The Maltings

            
	 	
              Wetmore
                Road

            
	 	
              Burton
                On Trent

            
	 	
              Staffordshire

            
	 	
              England

            
	 	 
	
              NMLSI
                

            	
              FAO:
                Randolph H. Brownell III

            
	 	
              370
                Neff Avenue, 

            
	 	
              Harrisonburg,Virginia
                22801,

            
	 	
              USA

            
	 	
              Fax
                No: [540 437 1686]

            


    

    


    
      	
            	15.5	
              A
                party shall notify the other of a change to its name, relevant addressee,
                address or facsimile number for the purposes of Clause 16.4. Such
                notification shall only be effective
                on:

            


    

     

    
      	
            	(i)	
              the
                date specified in the notification as the date on which the change
                is to
                take place; or

            


    

     

    
      	
            	(ii)	
              if
                no date is specified or the date specified is less than 5 Business
                Days
                after the date on which notice is given, the date falling 5 Business
                Days
                after notice of any such change has been
                given.

            


    

     

    
      	16.	
              Miscellaneous

            


    

     

    
      	
            	16.1	
              This
                Agreement can only be amended by a written instrument signed by a
                duly
                authorised representative of each
                party.

            


    

     

    
      	
            	16.2	
              Nothing
                in this Agreement shall create, or be deemed to create, a partnership
                or
                the relationship of employer and employee between the
                parties.

            


    

     

    
      	
            	16.3	
              Nothing
                in this Agreement precludes Inspired from promoting, marketing, selling
                and advertising Inspired lottery games and or lottery
                tickets.

            


    

     

    
      	
            	16.4	
              Each
                party acknowledges that, in entering into this Agreement, it does
                not do
                so on the basis of, and does not rely on, any representation, warranty
                or
                other provision except as expressly provided herein, and all conditions,
                warranties or other terms implied by statute or common law are hereby
                excluded to the fullest extent permitted by
                law.

            


    

     

    
      	
            	16.5	
              The
                waiver by Inspired or NMLSI of any breach of any term of this Agreement
                shall not prevent the subsequent enforcement of that term and shall
                not be
                deemed a waiver of any subsequent
                breach.

            


    

     

    
      
         

      

      
        Page
          15 of
          16

        
          

        

      

      
         

      

    

     

    
      	
            	16.6	
              The
                parties do not intend that any of the terms of this Agreement shall
                be
                enforceable by virtue of the Contracts (Rights of Third Parties)
                Act 1999
                by any person not a party to it.

            


    

     

    
      	17.	
              Applicable
                Law

            


    

     

    
      	 	
              17.1

            	
              This
                Agreement shall be governed and construed in accordance with the
                laws of
                England and Wales and the parties submit to the exclusive jurisdiction
                of
                the English Courts in the event of a
                dispute.

            


    

     

    


    IN
      WITNESS
      whereof
      the parties hereto have executed these presents the day and year first herein
      written.

     

    PRESENT
      when the
COMMON
      SEAL

    of
      INSPIRED
      Broadcast Networks Ltd

    was
      affixed hereto:

    _________________________

    Director

     

     

    _________________________

    Director/Secretary

     

    PRESENT
      when the
COMMON
      SEAL

    Of
      New
      Media Lottery Services International, Ltd.

    was
      affixed hereto:

     

    _________________________

    Director

     

     

    _________________________

    Director/Secretary

    
      
         

      

      
        Page
          16 of
          16