“Licensed Product” means the executable object code of the CyberArts game(s) and corresponding software listed in Exhibit A. The Licensed Product includes, the Documentation, any other standard documentation and any standard modifications, updates, and upgrades to the Licensed Product.

“Client” means the object code portion of the Licensed Product intended for distribution to WPT’s End-Users to enable the use of the Licensed Product games.

“End-User” means an individual that WPT authorizes to use the Client to play the Licensed Product, subject to the terms of this Agreement.

“The Site” means the WPT branded poker site and servers hosting the Licensed Product. WPT shall be responsible for operating the Site.

“Network Operations” means any branding of the Licensed Product, the Client, and/or documentation with any name, logo, tag-line, or any other text or marking that a reasonable person would associate with any party except WPT or CyberArts, including but not limited to, the individual or entity subject to the Affiliate Services.

“Support and Maintenance Services” means CyberArts’ Licensed Product support provided under CyberArts’ support and maintenance services policy attached hereto as Exhibit D, as amended from time-to-time.

 “Public Software” means any software within the Licensed Product that contains, or is derived (in whole or in part) from, any software that is distributed as free software, open source software or similar licensing or distribution models.

2.             License and CyberArts Obligations.

2.1          License Grant. CyberArts grants to WPT, a perpetual, nonexclusive, nontransferable, nonsublicensable license (the “License Grant”) to use in object code format and distribute the Client to End-Users for the limited purpose of playing the Licensed Product, subject to the terms of this Agreement for both its real-money wagering site and its free play site (“Freeplay Site”). WPT shall ensure that End Users are also subject to the use restrictions in Section 2.2 as applicable. For purpose of clarity, nothing in this Agreement should be construed as a prohibition on WPT from offering Affiliate Services in connection with the Licensed Product, except that WPT shall not be permitted to perform Network Operations. WPT is also solely responsible for determining whether its intended use of the Licensed Product is consistent with any and all applicable laws.

2.1.1       Additional License Grant. Upon CyberArts receipt of the Source Code Trigger Payment (as set forth in Exhibit A) such that the total amount of payments made for object code and/or source code version of the Licensed Product equal or exceeds Four Million Dollars ($4,000,000), CyberArts shall cause the Escrow Agent to release a copy of the source of the Licensed Product to WPT (“Source Code Grant”). The license grant in Section 2.1 shall become a non-refundable source code license with the

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additional benefits stated in Section 2.2.1, subject to the terms of this Agreement. The language “executable object code” in the definition of Licensed Product shall then be replaced with “source code.”  The language “object code” in the definition of Client shall then be replaced with “source code.”

2.2 Object Code Use Restrictions. Unless or until WPT obtains the Source Code pursuant to payment of the Source Code Payment Trigger (in which case such use restrictions shall be controlled by Section 2.2.1 below), WPT shall not use or copy the Licensed Product, or any portion thereof, except as expressly authorized in this Agreement. WPT also agrees to comply with platform use license grant and the Documentation. WPT also agrees not to (i) sublicense or otherwise use the Licensed Product for the benefit of any entity, except for End-Users, provided that use of License Product in conjunction with Affiliates shall not be prohibited herein; (ii)  transfer, assign, copy, modify, translate, or prepare derivative works based upon the Licensed Product; (iii) reverse-compile or decompile, disassemble, or unbundle any software contained in the Licensed Product, or otherwise reverse engineer the Licensed Product; (iv) use the Licensed Product and/or Client for Network Operations; or (v) alter, remove, or obscure any copyright or other proprietary notices or labels on or in the Licensed Product. Notwithstanding anything to the contrary in this section, nothing in this Agreement shall prevent WPT from duplicating the License Product for use in its both its real-money and Free Site.

2.2.1 Source Code Use Restrictions and Terms. Upon the occurrence of the Source Code Grant, Section 2.2 shall be deleted and replaced with the following.

“Use Restrictions and Terms. WPT shall continue to be bound by this Section 2.2.1 Use Restrictions and Terms. WPT also agrees not to (i) sublicense, copy, or otherwise use the Licensed Product for the benefit of a third-party any entity, except for End-Users or for the provision of Affiliate Services; (ii) transfer or assign the Licensed Product to a third  party, unless specifically provided herein; (iii) distribute the source code of the Licensed Product to any third party unless specifically provided herein; or (iv) alter, remove, or obscure any copyright or other proprietary notices or labels on or in the Licensed Product. Notwithstanding the foregoing, WPT shall be entitled to use the source code for the provision of skinned site affiliate services as well as for standard Affiliate Services.

WPT shall be entitled to  (i) copy, modify, translate, or prepare derivative works based upon the Licensed Product or (ii) reverse-compile or decompile, disassemble, or unbundle any software contained in the Licensed Product, or otherwise reverse engineer the Licensed Product. Notwithstanding anything to the contrary in this section, nothing in this Agreement shall prevent WPT from duplicating the License Product for use in its both its real-money and Free Site.

2.4 Source Code Escrow. Within thirty (30) days of the Effective Date, CyberArts shall place a complete copy of the source code of the Licensed Product and any corresponding documentation in escrow with a third party escrow agent (“Escrow Agent”), subject to the Escrow Agent’s standard escrow agreement (“Escrow Agreement”). Provided that WPT has elected and has paid the Support and Maintenance Services Fees, within thirty (30) days of when CyberArts releases a materially new and standard version of its Licensed Product, CyberArts shall also provide a copy of the same to the Escrow Agent. The Escrow Agreement shall also provide for the release of the source code of the Licensed Product to WPT upon the Source Code Grant, upon CyberArts materially breaching this Agreement and failing to cure such material breach in accordance with Section 10.2a, or the assignment of this Agreement by CyberArts to a party that WPT reasonably believes is detrimental to the business interests of WPT (each a “Release Condition”). In the event of a Release Condition, CyberArts shall provide a reasonable amount of support to train WPT personnel on the underlying principles and techniques embodied in the source code of the Licensed Product.

2.5  Branding. The Licensed Product is branded “Powered by Cyberarts.”  WPT shall not remove the “Powered by Cyberarts” branding and shall continue to brand as such.

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3.  Professional Services and Development.

3.1  Professional Services. In the event that WPT requests CyberArts to perform Custom Development services on the Site, CyberArts shall provide WPT with the professional services and at the fees listed in Exhibit B and/or fees and additional terms in any other statement of work (“SOW”) executed between the parties (“Services”). CyberArts currently contemplate that the fees for Services (i.e., $150,000) will be sufficient for the provision of the following: (a) integration of registration and payment processing similar to registration and payment processing found at gamesgrid.com, (b) development of a custom interface, (c) set up and integration of basic administrative tools; and (d) sufficient training for WPT employees in the operation of the Licensed Product.

3.2   Custom Development. At WPT’s request, CyberArts shall provide WPT with the Custom Development work at the rates listed in Exhibit C, as amended from time-to-time, and additional terms in a statement of work (“SOW”) executed between the parties (also, “Services”). The parties shall, in good-faith and based on reasonableness factors, agree in writing in each SOW on the ownership of the Custom Development (at exemplified in Exhibit B). In the event the SOW does not specify ownership of the Customer Developments, the provisions of Section 6 shall apply.

3.3                Expenses. Before commencing any custom development work, the parties shall mutually agree on an arrangement for reasonable out-of-pocket expenses incurred in conjunction with the Professional Services and/or Custom Development.

3.4                Integration. CyberArts agrees that it will make reasonable efforts to integrate a casino client and/or sportsbook into the Site at WPT’s direction, subject to an SOW and the Fees listed in Exhibit C.

4.                       Delivery, Fees, and Payment.

4.1     Delivery and Fees. CyberArts shall deliver the Licensed Product electronically. WPT shall pay CyberArts the applicable fees specified in Exhibit A (based on whether it has purchased on object or source code license and whether or not it has elected to subscribe to Support and Maintenance Services)  and for any applicable Professional Services and Custom Development, at the rates listed in Exhibit C. All payments under this Agreement shall be due within thirty (30) days of the date of CyberArts’ invoice for such payments. Late payment of fees payable to CyberArts shall bear interest at the rate of 1% per month (12% per annum). The Fees corresponding to Support and Maintenance Services shall be due upon the Effective Date and then on anniversary of the Effective Date thereafter (“Support and Maintenance Services Renewal”) at the Fees listed in Exhibit A, plus an increase of up to 9% per year as notified by CyberArts to WPT. A party may, however, notify the other party sixty (60) days prior to the anniversary of the Effective Date of its intent to not renew Support and Maintenance Services.

4.2     Taxes and other Fees. The fees payable under this Section 4 are exclusive of and WPT shall pay without deduction and hold CyberArts harmless from all taxes, duties, VAT, or other similar charges (including interest and penalties) imposed by any country or taxing authority thereof, connected with this Agreement, except such taxes as are imposed on or measured by a party’s net income or property (“Taxes”). In the event CyberArts reasonably requests it, WPT shall provide evidence that the applicable Taxes have been paid to the appropriate taxing authority by delivering to the CyberArts copies of receipts of the filings within a reasonable period of time after such request.

5.        Confidentiality.

5.1     Confidential Information. The parties acknowledge that they have received or may receive confidential information relating to the other party’s products (including the Licensed Product), concepts, inventions, technology documentation, business and financial plans, and trade secrets in connection with the performance of this Agreement, together with such other information designated as confidential or proprietary by one party or which should be reasonably understood by the receiving party as confidential information of the disclosing party, (“Confidential Information”). Confidential Information shall not include any information which:  (i) is or falls into the public domain without fault of the receiving party; or (ii) the receiving party can document was in its possession prior to receipt

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thereof from the disclosing party; or (iii) the receiving party receives from a third party with no obligation of confidence to the disclosing party; or (iv) the receiving party independently develops without benefit of any Confidential Information of the disclosing party.

5.2  Use of Confidential Information.

a)     Except as expressly permitted or required in carrying out this Agreement, the receiving party of any Confidential Information disclosed by a disclosing party shall not use such Confidential Information or disclose such Confidential Information to any third party, either during the term of this Agreement or for three (3) years thereafter, without the prior written consent of the disclosing party. The receiving party shall use the disclosing party’s Confidential Information only to perform its obligations under this Agreement and to the extent permitted in the licenses granted in this Agreement. The receiving party shall protect such Confidential Information with the same degree of care used to protect its own proprietary information of like importance, but with no less than a reasonable degree of care.

b)     Nothing in this Agreement shall prohibit either party from disclosing Confidential Information of the other party if legally required to do so by judicial or governmental order or by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process in a judicial or governmental proceeding, or as otherwise required by law (“Required Disclosure”); provided that the disclosing party shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure, (ii) cooperate with the other party in the event that it elects to contest such disclosure or seek a protective order with respect to it and (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested or required by the Required Disclosure.

c)     The specific terms of this Agreement shall not be disclosed by either party to any third party without the prior written approval of the other party except (i) as may be required by law or by any competent government authority or (ii) such limited disclosures as may be reasonably necessary to either party’s bankers, investors or potential investors, attorneys and accountants. Except in regard to disclosures about the terms or this Agreement or the relationship of the parties, any such disclosure shall be subject to confidentiality terms no less restrictive than those contained in this Section 5 and the Agreement.

5.3  No Licenses or Warranties for Confidential Information. All Confidential Information shall remain the property of the respective disclosing party. Except as otherwise provided in this Agreement, no license under any intellectual property right is granted or implied by the conveying of Confidential Information to the receiving party. None of the Confidential Information which may be disclosed by the disclosing party shall constitute any representation, warranty, assurance, guarantee, or inducement by the disclosing party of any kind, including the non-infringement of any intellectual property rights, or other rights of third persons or of the disclosing party.

6.     Intellectual Property Rights.

WPT acknowledges that CyberArts and its licensors, retain all intellectual property rights and title (including any patent, copyright, trademark, trade secret, and other rights) in and to all of CyberArts’ and its  licensors’ confidential information, trade secrets or other proprietary information, products, and the ideas, concepts, techniques, inventions, processes, Licensed Product or works of authorship developed, comprising, embodied in, or practiced in connection with the Services provided by CyberArts under this Agreement (“Works”). Except for the rights expressly granted under this Agreement (e.g., for Custom Development, if defined in the applicable SOW), CyberArts and its licensors reserve and retain all intellectual property rights and title associated with derivatives of such Licensed Product and Works. This includes, without limitation, all Works or derivatives developed or created by CyberArts or its personnel or contractors during the course of performing the Services for WPT, unless such Works were created at the request of WPT and the applicable SOW defines otherwise. WPT does not acquire any rights, express or implied, in the Licensed Product and Works or in any modifications, enhancements, localizations, extensions or derivative works of the Licensed Product or Works, or in any other materials provided under this Agreement. Notwithstanding the foregoing, in the event WPT modifies the Licensed Product in subject to and accordance with Section 2.2.1, WPT shall own the intellectual property rights and title (including patent, copyright, trademark, trade secret)  in

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the derivative works (excluding CyberArts’ rights in the unmodified portions of the Licensed Product), subject to the terms of this Agreement.

7.     Warranty; Warranty Disclaimer.

7.1  Warranty. WPT shall be entitled to terminate this Agreement upon the occurrence of the sooner of 1) April 1, 2007 or 2) one hundred and twenty (120) days after WPT goes live with the Licensed Product and to recover all fees paid by WPT to CyberArts (excluding any Professional Services and Custom Development and Support and Maintenance Services Fees accrued and/or paid to CyberArts), in the event that the features and functionality of the Licensed Product fails to perform in accordance with WPT’s reasonable expectations, and subject to the notice and cure provisions in Section 10.2(a). For two hundred and seventy (270) days after the Effective Date of this Agreement (“Warranty Period”), CyberArts warrants that (i) the Licensed Product will perform substantially in accordance with the Documentation (provided that it is operated in accordance with the Documentation on the designated operating systems) and (ii) the media containing the Licensed Product is free of defects in material and workmanship. WPT must notify CyberArts of any breach of the above warranty in writing within thirty (30) days after the Warranty Period. WPT’s sole and exclusive remedy, and CyberArts and its licensors’ entire liability, for any material breach of this warranty is for CyberArts to repair or replace the Licensed Product.