**Exhibit 10.19****CONSULTING AND CONFIDENTIALITY AGREEMENT**This Consulting and Confidentiality Agreement (this “Agreement”) is entered into as of September19, 2005 and has an effective date of September 19, 2005, and is by and between by and between**MIKOHN GAMING CORPORATION**, a Nevada corporation and its subsidiaries and affiliates doing businessas **PROGRESSIVE GAMING INTERNATIONAL CORPORATION**(“PGIC”) with its principal place of businesslocated at 920 Pilot Road, Las Vegas, Nevada 89119, and Michael F. Dreitzer, an individual(“Contractor”).WHEREAS, PGIC desires to engage a contractor for the performance of certain services; andWHEREAS, Contractor desires to perform such services for PGIC.NOW THEREFORE**,**for valuable consideration, the receipt of which is hereby acknowledged, the partieshereby agree as follows:1. **Engagement of Services.** A. PGIC hereby engages Contractor to perform the services described in this Agreement, andContractor agrees to perform services for PGIC as follows: Provide PGIC with consultingservices for up to 40 hours per month during the Term (as defined below) with regard toPGIC’s regulatory matters, and with any additional assignments and tasks as shall beassigned to Contractor by PGIC (the “Work,” which shall also include any services,material, output, work, or work product arising out of this Agreement or produced inconnection with this Agreement).  B. Time is of the essence. The Work shall be performed in a good, workman-like manner inaccordance with the standards of Contractor’s profession and such other accepted standardsas may be applicable to Work of this kind. Contractor shall devote the necessary time andattention to the Work as is reasonably required to diligently, timely, efficiently, andprofessionally complete the Work no later than the time necessary or required by deadlines.  C. All Work must meet with PGIC’s approval, which is to be determined in PGIC’s solediscretion, which discretion shall not to be unreasonably withheld.  D. PGIC specifically selected Contractor to perform the Work based upon PGIC receivingContractor’s personal service and therefore Contractor may not subcontract or otherwisedelegate its obligations under this Agreement without PGIC’s prior written consent and anyattempted assignment contrary to this provision shall be void.  E. Contractor acknowledges that PGIC does business in a highly regulated gaming industryand that certain suitability requirements for Contractor must be strictly met in order toperform its Services for PGIC. Accordingly, Contractor shall submit to all PGIC requestedscreening, including but not limited to any or all of the following; alcohol & substanceabuse screening, fingerprinting, personal history (including criminal background) and/orpersonal financial disclosures (collectively, “Prerequisite Screening”). The PrerequisiteScreening is a condition precedent to this Agreement and/or performing any Work under thisAgreement. Contractor further agrees to execute any and all releases for PGIC to completethe Prerequisite Screening. Should Contractor not successfully complete and/or pass thePrerequisite Screening or any later screenings, this Agreement shall be immediatelyterminated without any liability to PGIC or Contractor
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2. **Compensation and Term.** A. **Fees.** PGIC will pay Contractor for complete and full performance for allWork specified in this Agreement and for all related tasks the amount of Six Thousand FiveHundred and 00/100 U.S. Dollars ($6,500.00) per month (“Compensation”). The Compensationis inclusive of any federal, state, municipal and other governmental taxes, franchise,sales, use, or other taxes (included but not limited to value added taxes) now or hereafterimposed on the Contractor by any tax authority.  B. **Expenses.** Contractor will be reimbursed pursuant to PGIC’s standard policyas may be modified from time to time at PGIC’s sole discretion for any reasonable expensesincurred in connection with the performance of the Work. All expenses must be pre-approvedby PGIC, and Contractor shall keep full and accurate records and documentation tosubstantiate the amounts claimed in any invoice, which records shall be made available toPGIC for inspection at all times.  C. **Benefits.** During the Term of this Agreement PGIC shall provide Contractorwith mobile phone, handheld email and email service similar to that provided to employeesof PGIC. Contractor shall be responsible for any COBRA payments he may incur formaintaining health insurance.  D. **Contractor’s Financial Obligations.** Contractor shall have fullresponsibility for the payment of all federal, state and local taxes and contributions,including penalties and interest, imposed pursuant to unemployment insurance, socialsecurity, income tax, gross income tax, workmen’s compensation or any other similarstatute, and Contractor shall be solely responsible for any liability to third partiesresulting from the negligent or intentional acts or omissions of Contractor, itsrepresentatives, agents, employees or subcontractors arising from or occurring in thecourse of the Work.  E. **Payment Procedure.** Contractor shall be paid Compensation every two weeksin accordance with Company’s customary paydays.  F. **Term.** The term of this Agreement shall be one (1) year (the “Term”).Company may terminate this Agreement at any time for any reason or no reason at all. Inthe event PGIC terminates this Agreement without cause, Contractor shall be entitled toreceive the Compensation for the remaining duration of the original Term. Contractorreserves the right to terminate this Agreement at any time upon thirty (30) days writtennotice to PGIC with no further liability or obligation to either party. Notwithstandinganything to the contrary in this Agreement, PGIC shall have the sole and exclusive rightand option to terminate this Agreement by written notice to Contractor, and thereupon thisAgreement shall terminate and become void and there shall be no liability on the part ofeither party (excepting only any provision of this Agreement which provides for itssurvival upon any termination of this Agreement), upon the occurrence of any of thefollowing “for cause” events: 1) Contractor’s failure to timely apply for, obtain and/or maintain any and alllicenses, permits, approvals and authorizations from any Regulator necessary forContractor to perform the obligations and duties of this Agreement and/or to complywith applicable laws;  2) A final order in writing by any Regulator requiring the termination of thisAgreement;  3) The reasonable belief of PGIC that the continuation of this Agreement will havea detrimental impact on the ability of PGIC or its parent, subsidiaries or affiliatesto be qualified or to hold or maintain any license, permit, approval or authorizationissued or to be granted by any Regulator;  4) The commission of any act or anything that is or shall be an offense involvingmoral turpitude under federal, state or local laws, or which brings Contractor intopublic disrepute, contempt, scandal or ridicule, or which insults or offends thecommunity;
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 5) Breach of any of the confidentiality or non-disparagement provisions of thisAgreement; or  6) Disapproval of this Agreement by any Regulator having jurisdiction over suchmatters. G. **Right to Withhold Payments.** Regardless of whether PGIC withholds payments,Contractor shall have the obligation to convey to PGIC all Work, including all source code,plans, records, drawings, reports and writings of any kind (if any) for the Work. Inaddition to its right to withhold payments, PGIC may withhold any payment in whole or partto protect itself from or in the event of (i) defective Work, (ii) third-party claimsarising from Contractor’s performance of the Work, (iii) failure of Contractor to makepayments properly to any of its subcontractors, (iv) evidence of fraud, over-billing oroverpayment discovered upon audit, or (v) unsatisfactory or untimely performance of theWork.3. **Independent Contractor Relationship.** Contractor and PGIC understand, acknowledge andagree that Contractor’s relationship with PGIC will be that of an independent contractor andnothing in this Agreement is intended to or should be construed to create a partnership, jointventure, or employment relationship. Contractor further represents that Contractor meets therequirements of an Independent Contractor as set forth in Internal Revenue Service RevenueRuling 87-41. Further, Contractor shall not have any authority to act, or attempt to act, orrepresent itself, directly or by implication, as an agent of PGIC or in any manner assume orcreate, or attempt to assume or create, any obligation on behalf of or in the name of PGIC,except as provided by PGIC, nor will either be deemed the agent, representative or employee ofthe other.4. **Trade Secrets — Intellectual Property Rights****.** A. **Disclosure of Inventions****.**Contractor agrees to disclose promptly in writing toPGIC, or any person designated by PGIC, every invention, including but not limited tocomputer programs, processes, know-how and other copyrightable and/or patentable material,which is conceived, made or reduced to practice by Contractor within the scope of the Workunder this Agreement. Contractor represents that Contractor’s performance of all of theterms of this Agreement does not and will not breach any agreement to keep in confidenceproprietary information, knowledge or data of any third party and Contractor will notdisclose to PGIC, or induce PGIC to use, any confidential or proprietary informationbelonging to third parties unless such use or disclosure is authorized in writing by suchowners. Contractor shall retain title to any prior works belonging to Contractor, and tothat extent Contractor represents that no property, inventions or copyrighted worksbelonging to Contractor have been incorporated into the Work. If Contractor hasincorporated any property of Contractor’s into the Work, such previously owned property ishereby transferred to PGIC.  B. **Non-Disclosure of Confidential Information****.** 1) Contractor agrees, during the Term and forever thereafter, to keep confidentialall information provided by PGIC (excepting only such information as is already knownto the public, without breach of this Agreement), and including any such informationand material relating to any customer, vendor, licensor, licensee, or other partytransacting business with PGIC, and not to release, use or disclose the same exceptwith the prior written permission of PGIC. Contractor recognizes and acknowledges thatthe list of PGIC’s customers and clients, as it may exist from time to time, and PGIC’sfinancial information, are valuable, confidential, special, and unique assets and tradesecrets of PGIC’s business. Contractor will not, during or after the Term, disclosethe list of PGIC’s customers and/or clients, or PGIC’s financial information, or anypart thereof, or any other trade secret, to any person, firm, corporation, associationor other entity for any reason or purpose whatsoever.  2) Contractor further agrees to consider all specific software, company andpersonal data,
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   regulatory data and information, investigative data and information, artwork and arttechniques, programming techniques, project concepts, planned projects, story concepts,game concepts, toys, models, drawings, photographs, animation, cinematography, video,marketing strategies, planned projects, unique hardware, hardware concepts, hardwaredesigns, terms of agreements with third parties, methods or techniques for acquiringmaterials for various projects, data search and retrieval systems, computer processingsystems and techniques, systems design, project design, routine design, algorithms ofany sort, programming of any sort, interface design, layout or writing, operatinginstructions, or any other type of work or intellectual property in any language, on anyplatform, for any operating system, in any medium whatsoever, to be confidentialinformation, trade secrets and the exclusive property of PGIC which will not beconverted or disclosed to anyone for any purpose whatsoever. All records, files,memoranda, reports, price lists, customer lists, drawings, plans, sketches, documents,equipment, and the like, relating to the business of PGIC, which Contractor shall use orprepare or come into contact with, shall remain the sole property and trade secret ofPGIC. Any property described or mentioned in this section is jointly or separatelyreferred to as the “Intellectual Property” in this Agreement. Any material, document,data, plan, information, report, memorandum or writing of any kind whatsoever, in anymedia whatsoever, described or mentioned in this section is jointly or separatelyreferred to as the “Confidential Information” in this Agreement. Those itemsconstituting Intellectual Property may also constitute Confidential Information, andvice versa.  3) Contractor agrees that any information that is in the nature of ConfidentialInformation defined in this section that either party receives from any third partyand/or which either party is bound, contractually, or by common custom or usage intrade to keep in confidence shall also be considered “Confidential Information” by bothparties.  4) Contractor agrees to use the Intellectual Property and/or ConfidentialInformation solely to perform the project hereunder pursuant to the terms of thisAgreement. Contractor’s obligations with respect to the Intellectual Property andConfidential Information also extend to any third party’s proprietary or confidentialinformation disclosed to Contractor in the course of providing services to PGIC.  5) Contractor will hold all Confidential Information in trust and confidence.Contractor agrees to take (and to fully cooperate with PGIC in undertaking) anyreasonable steps necessary to protect the Confidential Information from any disclosurewhatsoever. Contractor agrees to require any employee, officer, director, agent orsubcontractor who performs work or services pursuant to this Agreement to become boundby the provisions of this Agreement. Contractor shall provide adequate evidence thatsuch persons are Contractor’s employees.  6) Contractor recognizes that the disclosure of Confidential Information or tradesecrets by Contractor may give rise to irreparable injury to PGIC, which may not beadequately compensated by damages. Accordingly, in the event of a breach or threatenedbreach by Contractor of any provision of this section, PGIC shall be entitled to aninjunction restraining Contractor from disclosing, in whole or in part, theConfidential Information defined in this section, or from rendering any services to anyperson, firm, corporation, association or other entity to whom such ConfidentialInformation, in whole or in part, has been disclosed or is threatened to be disclosed.Nothing herein shall be construed as prohibiting PGIC from pursuing any other remediesavailable to PGIC for such breach or threatened breach, including the recovery ofdamages from Contractor.   The undertakings set forth in this section shall survive the termination or cancellation ofthis Agreement.C. **No Conflict of Interest****.**Contractor agrees during the Term of this Agreementnot to accept work or enter into a contract or accept an obligation inconsistent orincompatible with Contractor’s
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  obligations or the scope of services rendered for PGIC under this Agreement. Contractor isrequired to disclose any outside activities or interests, including ownership orparticipation in the development of prior inventions, that conflict or may conflict with thebest interests of PGIC. Prompt disclosure is required under this paragraph if the activityor interest is related, directly or indirectly, to: a product or product line of PGIC, amanufacturing process of PGIC, or any activity that Contractor may be involved with onbehalf of PGIC. In the interests of full disclosure, the parties acknowledge and understandContractor will be performing contracting services for Global Gaming Group and TableMaxamong others, and it is hereby agreed that the provision of such services presents noconflict of interest with PGIC. To the extent that a potential conflict should arisebetween any of these parties, Contractor agrees to take all necessary steps to avoid theoccurrence of same, including the termination of this or another agreement as warranted.D. **Assignment of Inventions****.** 1) Inventions resulting from the Work (or that of Contractor’s directors,officers, agents, subcontractors or employees) under this Agreement are the exclusiveproperty of PGIC. “Inventions” includes any and all inventions, improvements,discoveries, and technical developments that Contractor, solely or jointly with others,conceives, makes, or reduces to practice within the scope of the Work. Contractorhereby assigns to PGIC Contractor’s entire right, title and interest in the Inventionsworldwide and any associated intellectual property rights, and agrees to execute anyand all documentation requested by PGIC to effect such assignment.  2) Contractor agrees to assist PGIC in any reasonable manner to obtain and enforcefor PGIC’s benefit, patents, copyrights, and other property rights covering theInventions in any and all countries, and Contractor agrees to execute, when requested,patent, copyright or similar applications and assignments to PGIC and any other lawfuldocuments deemed necessary by PGIC to carry out the purpose of this Agreement.Contractor further agrees that the obligations and undertaking stated in this paragraphwill continue beyond the termination of Contractor’s service to PGIC. If called uponto render assistance under this paragraph, other than the execution of documents,Contractor will be entitled to a fair and reasonable fee for providing such assistance.  3) In the event that PGIC is unable for any reason whatsoever to secureContractor’s signature to any lawful and necessary document required to apply for orexecute any patent, copyright or other applications with respect to any Inventions(including improvements, renewals, assignments, extensions, continuations, divisions,amendments or continuations in part thereof), Contractor hereby irrevocably designatesand appoints PGIC and its duly authorized officers and agents as Contractor’s agentsand attorneys-in-fact to act for and in Contractor’s behalf and instead of Contractor,to execute and file any such application and to do all other lawfully permitted acts tofurther the prosecution and issuance of patents, copyrights or other rights thereonwith the same legal force and effect as if executed by Contractor. Contractor isentitled to keep and retain Contractor’s own tools, equipment and material provided andowned by Contractor.E. **Return of PGIC’S Property**. Contractor acknowledges that PGIC’s sole andexclusive property includes, among other things, all documents, such as drawings, manuals,notebooks, reports, sketches, records, computer programs, employee lists, software,hardware, videotapes, audiotapes, customer lists and the like in Contractor’s custody,control or possession, whether delivered to Contractor by PGIC or made by Contractor in theperformance of services under this Agreement, relating to the business activities of PGICor its customers or suppliers and containing any information or data whatsoever, whether ornot Confidential Information. Contractor agrees to deliver promptly to PGIC upontermination of this Agreement or at any other time upon PGIC’s request all of PGIC’sproperty and all copies of PGIC’s property in Contractor’s possession,
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  custody or control.5. **Works Made For Hire****.**All Work performed by Contractor while performing services forPGIC (during business hours or not) in any language, on any platform, for any operatingsystem, in any media or in any form whatsoever (including but not limited to any of theIntellectual Property), shall be deemed to have been done upon the commission of and at theinstruction of PGIC, shall be a “Work Made for Hire” within the meaning of the Copyright Act,shall be the property of PGIC and may not be used by Contractor for any purpose except thebenefit of PGIC. Any and all such property shall be forthwith delivered to PGIC upon the PGIC‘s request. Contractor agrees that each of Contractor’s own employees, officers, directors,subcontractors and agents are performing “Works Made for Hire” for PGIC, and Contractor agreesto cause each of its employees, subcontractors or agents engaged in any project or work forPGIC to sign valid written agreements that such work is being performed as a “Work Made forHire” for PGIC. Furthermore, Contractor agrees to sign and to cause each of its employees,agents and subcontractors engaged in any project or work for PGIC to sign written agreementsacknowledging that such work is owned by PGIC and agreeing to execute a “quitclaim assignment”for such work to PGIC.6. **Contractor’s Cooperation in Establishing Ownership****.**Contractor shall, from time totime as may be requested by PGIC, do all things that may be necessary to establish or documentPGIC ‘s ownership of any work or work product that is properly the Property of PGIC,including, but not limited to execution of appropriate copyright applications, copyrightassignments, transfers, sales, releases or any and all other documents or writings.Contractor hereby waives any power Contractor may have to control, cause to modify orotherwise effect the Intellectual Property, and hereby transfers all such powers, includingbut not limited to any powers of Droit Morale, to PGIC. Contractor hereby irrevocablyappoints PGIC as Contractor’s attorney in fact empowered solely to execute any documentsnecessary to establish PGIC’s ownership rights, rights to maintain, rights to defend andrights to control any of the Intellectual Property and/or Confidential Property.7. **Additional Compensation****.**Other than Contractor’s stated compensation, neitherContractor nor its employees, subcontractors, officers, directors or agents is entitled toreceive any additional compensation from PGIC (including but not limited to royalties or fees)as a result of any work performed, concepts developed, ideas submitted, or other efforts madewhile a Contractor of PGIC except to the extent such further compensation is set forth in aformal written agreement. Other than as provided by any formal written agreement Contractoracknowledges that Contractor has no propriety or ownership interest in PGIC, or any relatedentities, and will not receive any such interest. Unless stated in a separate writtenagreement, Contractor is not entitled to any equity interest in PGIC. Neither Contractor norany of Contractor’s officers, agents, directors or employees is entitled to any employmentbenefits from PGIC, including but not limited to insurance, pensions, paid holidays,vacations, sick leave, paid time off or profit sharing except as set forth in writtenagreement.8. **Non-Disparagement.** Neither party shall make any remarks or issue any communication,written or otherwise, that disparages or derogates, or encourages any adverse action againstthe other party or any of its affiliates, officers, directors, employees or agents, providedthat this paragraph shall not preclude Contractor from testifying truthfully under oath,pursuant to subpoena or otherwise, as to his first-hand knowledge, or from providing hisfirst-hand knowledge to any governmental, regulatory or self-regulatory body or agency withjurisdiction over PGIC’s activities.9. **Noninterference with Business****.**During the Term of this Agreement and for a period oftwo (2) years immediately following termination of this Agreement, Contractor agrees not tosolicit or induce any employee or independent contractor, or other person(s) to terminate orbreach, or cause to terminate or breach any employment relationship, contractual relationshipor other relationship with PGIC.
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10. **Contractor’s Representations, Warranties And Indemnification**. A. **Contractor’s Warranties**. In addition to other representations and warrantiesprovided for herein, Contractor represents and warrants to PGIC that: 1) Contractor is the sole and exclusive supplier of the Work performed byContractor;  2) With respect to the Work, and any materials pertaining thereto that Contractordiscloses, uses, assigns and/or delivers in the performance of its obligationshereunder, Contractor has the right to make such disclosure, use, and/or deliverythereof without liability to any third party;  3) The performance of the terms of this Agreement and of Contractor’s obligationhereunder will not breach any separate agreement by which Contractor is bound;  4) Contractor has not previously granted any rights in and to the Work to anythird party that are inconsistent with any of PGIC’s licenses and/or rights hereunder;  5) Contractor has full power and authority to enter into this Agreement and tofulfill its obligations hereunder;  6) Contractor is legally competent to sign this Agreement;  7) Contractor warrants and represents to PGIC that all acts, duties andobligations required of it under this Agreement shall be performed in good faith; and  8) Contractor agrees to fully cooperate with any legitimate investigation ofCompany and to produce any materials or documents requested by regulatory authorities.  9) Contractor hereby agrees to employ only persons who are previously approved byPGIC in writing and who are legally authorized to work in the jurisdictions where Workis to be performed and to have appropriate employment authorization forms, if required,for each person employed by it. B. **Contractor’s Indemnification****.**Contractor agrees to indemnify and hold harmlessPGIC and its customers, affiliates and/or sub-licensees and end-users from and against anyand all claims, losses, liabilities, damages, expenses and costs (including attorneys anddefense costs) and judgments that may be asserted against PGIC that result from the acts oromissions of Contractor, Contractor’s employees, if any, and Contractor’s agents, and/orwhich result from a breach of any of the warranties expressly set forth in this Agreement,or incurred in the settlement or avoidance of any such matter. As a condition toindemnification, PGIC will promptly inform Contractor in writing of the assertion of anysuch claim, demand or suit, and the parties will cooperate with and assist one another withrespect to the defense and/or settlement of such matter (in a manner consistent with theparties’ respective confidentiality obligations and desired preservation ofattorney/client, work product and other privileges). Contractor hereby confirms thatContractor will not agree to the settlement of any such claim, demand or suit prior tojudgment thereon by any court of competent jurisdiction unless PGIC’s written consent isfirst obtained, which consent will not be unreasonably withheld or delayed.11. **PGIC’S Warranties, Representation and Indemnification****:** A. **PGIC’S Warranties****:**PGIC represents and warrants to Contractor that: 1) PGIC possesses full power and authority to enter into this Agreement and tofulfill its obligations hereunder;  2) The performance of the terms of this Agreement and of PGIC’s obligationshereunder will not breach any separate agreement by which PGIC is bound;  3) PGIC warrants and represents to Contractor that all acts, duties andobligations required of it under this Agreement shall be performed in good faith. B. **PGIC’S Indemnity****:**PGIC agrees to indemnify and hold harmless Contractor fromand against
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   any and all claims, losses, liabilities, damages, expenses and costs (including attorneysfees and defense costs) which result from a breach of any of the warranties expressly setforth in this Agreement, or incurred in the settlement or avoidance of any such matter, orwhich are incurred in the course of PGIC’s activities in connection with this Agreementunless such matters are the fault of Contractor. As a condition to indemnification,Contractor will promptly inform PGIC in writing of the assertion of any such claim, demandor suit, and the parties will cooperate with and assist one another with respect to thedefense and/or settlement of such matter (consistent with the parties’ respectiveconfidentiality obligations and preservation of attorney/client, work product and otherprivileges). PGIC hereby confirms that it will not agree to the settlement of any suchclaim, demand or suit prior to judgment thereon by any court of competent jurisdictionunless Contractor’s consent is first obtained, which consent will not be unreasonablywithheld or delayed.12. **General Provisions****:** A. **Governing Law****:**This Agreement will be governed by and construed in accordancewith the laws of the United States and the State of Nevada applied to agreements enteredinto and to be performed entirely within Nevada between Nevada residents. Contractor andPGIC further agree that for purposes of venue and jurisdiction, that any disputes, issues,enforcement and/or all other matters concerning the Agreement will be determined in ClarkCounty, State of Nevada, United States of America. The parties expressly waive any otherjurisdiction to which they might be entitled as a result of their present or futuredomicile or for any other reason.  B. **Compliance with Laws****:**In the performance of the Work, Contractor shall complywith all applicable laws, rules and regulations, including but not limited to allrequirements and provisions of the laws and regulations of the United States, the Statesand subdivisions thereof in which PGIC or any of PGIC’s subsidiaries or affiliates(regardless of when or how formed) carry on their business and all general rules,regulations and ethical standards of national, State and local agencies and regulatory andadvisory groups having jurisdiction over any business of PGIC or any of PGIC’s subsidiariesor affiliates (regardless of when or how formed) as they exist now and as same may beamended from time to time.  C. **Regulatory Matters****:**PGIC, its parent corporation and certain related entitiesare licensed by or otherwise subject to the authority of various casino and gamingregulatory agencies (“Regulator”). PGIC has adopted a regulatory compliance policy, andContractor agrees to provide PGIC with such documentation, information and assurancesregarding itself, any principal employees, brokers, agents or others where applicable asmay be necessary in order for PGIC to comply with PGIC’s regulatory compliance policy andwith the request of any Regulator. The foregoing shall be a material obligation ofContractor hereunder.  D. **Injuries****:**Contractor acknowledges Contractor’s obligation to obtainappropriate insurance coverage for the benefit of Contractor (and Contractor’s employees,if any). Contractor waives any rights to recovery from PGIC for any injuries thatContractor (and/or Contractor’s employees) may sustain while performing services under thisAgreement and that are a result of the negligence of Contractor or Contractor’s employees.  E. **Entire Agreement / Modification****:**This Agreement, including all Exhibits tothis Agreement, constitute the entire agreement between the parties relating to thissubject matter and supersedes all prior or simultaneous representations, discussions,negotiations, and agreements, whether written or oral. Any and all amendments, changes,revisions, and/or modifications to this Agreement must be in writing signed by Contractorand PGIC.
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 F. **Waiver****:**No term or provision hereof will be considered waived by either party,and no breach excused by either party, unless such waiver or consent is in writing signedon behalf of the party against whom the waiver is asserted. No consent by either party to,or waiver of, a breach by either party, whether express or implied, will constitute aconsent to, waiver of, or excuse of any other, different, or subsequent breach by eitherparty.  G. **Successors and Assigns****:**Contractor may not assign its rights or obligationsarising under this Agreement without PGIC’s prior written consent. PGIC may assign itsrights and obligations under this Agreement. This Agreement will be for the benefit ofPGIC’s successors and assigns, and will be binding on Contractor’s heirs, legalrepresentatives and permitted assignees.  H. **Legal Fees****:**If any dispute arises between the parties with respect to thematters covered by this Agreement which leads to a proceeding to resolve such dispute, theprevailing party in such proceeding shall be entitled to receive its reasonable attorneys’fees, expert witness fees and out-of-pocket costs incurred in connection with suchproceeding, in addition to any other relief to which it may be entitled, including but notlimited to equitable relief such as restraining orders and injunctions.  I. **Notices****:**All notices, requests and other communications required to be givenunder this Agreement must be in writing, and must be mailed by registered or certifiedmail, postage prepaid and return receipt requested, or delivered by hand to the party towhom such notice is required or permitted to be given. Any such notice will be consideredto have been given when received, or if mailed, five (5) business days after it was mailed,as evidenced by the postmark. The mailing address for notice to either party will be theaddress shown on the face page of this Agreement. Either party may change its mailingaddress by notice as provided by this Section.  J. **Severability****:**Should any term, condition, or provision herein be determined tobe unenforceable, such determination shall not impair, limit, or otherwise affect theenforceability of the remaining terms of this Agreement.  K. **Waiver.**Failure of either party to insist on strict performance shall not constitute awaiver of any of the provisions of this Agreement or a waiver of any default of the otherparty.  L. **Survival****:**The following provisions shall survive termination of thisAgreement: Section IV, Section 5, Section 6, and Section 9.           **MIKOHN GAMINGCORPORATION**, *a*