Party (“Defaulting Party”) terminating this Heads of Terms forthwith:

12.1.1. if the Defaulting Party commits a material breach of these terms which is not capable of remedy (and, where the breach is capable of remedy, fails to remedy the same within thirty (30) days (or such longer period of time as may be agreed by the Non-defaulting Party in its absolute discretion) of the date of written notice from the Non-defaulting Party so to do);

12.1.2. if an order is made or a resolution is passed for the winding up of the Defaulting Party , or an order is made for the appointment of an administrator to manage the affairs, business and property of the Defaulting Party, or such an administrator is appointed, or documents are filed with the Court for the appointment of an administrator, or notice of intention to appoint an administrator is given by the Defaulting Party or its directors or by a qualifying charge holder, or a receiver is appointed of any of the Defaulting Party’s assets or undertakings, or circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitle the Court to make a winding-up order, or any other party takes or suffers any similar or analogous action in consequence of debt.

12.1A      In addition to the above, SGW may also terminate this Heads of Terms by immediate written notice to EGT :

12.1A.1. if EGT is in default by making an unauthorized use, copying or distribution of the software, games of hardware and equipment supplied in breach of the terms of the licence granted in accordance with Clause 7;

12.1A.2. the necessary permits or licenses (if any) of EGT are suspended, revoked or otherwise not renewed by the relevant regulatory bodies (if applicable) in Cambodia (or other authorized market). For the avoidance of doubt, the suspension or revocation of the relevant permits or licenses by the regulatory authority shall not by itself be regarded as a default on the part of EGT;

12.2.  In the event that in that legislation or regulations are introduced which ban in whole or in part the operation of the Gaming Terminals in Cambodia or other agreed territory in this Heads of Terms, or the same shall be prohibited or become illegal by statute or court decision or by action of any cognizant governmental agency, the Term of this Heads of Terms shall be deemed to have terminated as of the date of such prohibition or cessation of such allowance for Gaming Terminals to be operated, but without prejudice to the rights of either Party up to the date of termination.

12.3 In the event that either of the Parties or any affiliate of that Party acquire or have control or influence over, or are controlled or influenced by, any Party or person or business entity which shall be deemed (in the reasonable opinion based on the results of the background due diligence as contemplated below) by the first Party to be a conflict of interest or is likely to result in a material adverse change in the legal, regulatory, ethical or financial prospects of the other Party, the first Party may terminate this Agreement by immediate written notice in writing.  For the avoidance of doubt this shall include the successful completion of a background due diligence investigation of that Party, person or business entity by the relevant Party.

12.4. Either Party may terminate on fourteen (14) days further notice where the Parties have been unable to agree new commercial terms within three months from the start of the negotiation period in accordance with Clause 3.4.

12.5         In addition to the above, this Agreement shall be deemed terminated without further notice once EGT has returned all the Gaming Terminals and SGW System in accordance with Clause 1.2.2 (ii)(a) or Clause 1.2.2(ii)(b).

12.6. Termination under this Clause 12 shall be without prejudice to any rights which may have accrued to either of the Parties prior to such termination.

Article 13: CONSEQUENCES OF TERMINATION

13.1 Upon expiry or termination for whatever reason, EGT is obliged to remove all of SGW’s Gaming Terminals, SGW System,  properties, materials and equipment from EGT’s and any of its contractual partners premises where Gaming Terminals are sited according to an Exit Plan (to be agreed by the parties in good faith)  for Cambodia (or other authorized market); The costs (including but not limited to insurance and freight charges) of such removal and all the taxes and duties relating to the re-exportation of the SGW System out from the relevant authorized market);  shall be shared by the parties equally unless the termination is due to the default of any one party in which case all such costs and duties shall be borne by the defaulting party. To the extent that the removal process is not carried out due to EGT’s default, SGW

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shall be granted unrestricted access to all premises where the SGW System or Gaming Terminals are installed, and EGT will reimburse all costs and expenses associated with the removal and shipping of all such SGW’s equipment to the relevant port in Ireland.

13.2. EGT shall return to SGW all and any software, intellectual property licensed hereunder or documentation, and each party shall return to the other any documents, copy or other material containing Confidential Information which belongs to the other Party.

13.3. Each Party shall make any outstanding and payable fee or debt due to SGW under this Agreement within a maximum period of thirty (30) days of termination.

13.4 Clauses 3 (Obligation to pay the Royalty Fee) Clause 8 (Ownership of Intellectual Property), Clause 13 (Consequences of Termination), Clause 15 (Confidential Information), Clause 18 (Third Party Rights), Clause 19 (Entire Agreement), Clause 20 (Severability) and Clause 21 (Jurisdiction and Governing Law) and any other terms of this Heads of Terms which is either capable of having effect or expressly continue have effect after termination will continue to be effective notwithstanding any expiry or termination until such time as stated in each respective case.

Article 14: AMENDMENT ONLY IN WRITING

Amendments to this Heads of Terms may be proposed by any one of the Parties by giving notice in writing to the other Party and shall only be brought in force by written agreement of the Parties. The Parties further agree that any proposed amendment shall not suspend the operations of this Agreement until it is implemented or otherwise.

Article 15. CONFIDENTIAL INFORMATION

15.1. Unless otherwise specified in this Agreement, all confidential information provided shall be clearly indicated as confidential information, either orally or in writing by the party providing the information, at the time of disclosure to the other Party.

15.2 It is understood and agreed by the parties that the SGW System, Gaming Terminals and related software and its corresponding manuals and documentation is confidential information and proprietary to SGW.  It is understood and agreed by the Parties that this Heads of Terms, its terms and its conditions are all deemed to be confidential information under this Clause. EGT and SGW shall in all respects honor and maintain the confidentiality of such confidential or proprietary information as may be disclosed by one party or the other.

15.3 Therefore each Party shall hold the confidential information of the other in strictest confidence and, except as previously authorized in writing by the other party, and (i) shall use the confidential information only in furtherance and for the performance of this Agreement, (ii) shall only copy confidential information to the minimum extent necessary to perform the necessary tasks relating to the confidential information, and (iii) shall not disclose the confidential information to any person or entity except to any government agency and/or employee who has regulatory authority over EGT or SGW, and in respect of each, their parent , subsidiary or related companies, including gaming regulatory agencies, and those employees, auditors, Affiliates or counsel of the Party to whom the information has been disclosed who have a need to know the confidential information for purposes of such Party’s compliance with its obligations under this Agreement.

15.4 EGT agrees that any of SGW’s Confidential Information may only be supplied to contractual partners who are also similarly bound by confidentiality provisions to protect the information of SGW which are at a minimum commensurate with the requirements as set out on this Clause 15.

15.5 Each Party agrees to return any and all confidential information furnished by the other party promptly at the request of the disclosing party in whatever form the receiving party maintains it.  Upon the termination of this Agreement, the receiving party shall not use any of such confidential information or any material derived from such confidential information for any purpose.

15.6 The Parties each agree that the confidential information they disclose under this Agreement may be provided to any governmental agency duly authorized and the obligations of confidentiality under this Clause 15 do not apply to information that is (i) in the public domain; (ii) known by a party prior to disclosure by the other party; or (iii) independently developed by a party without relying on the confidential information of the other party.”

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Article 16. FORCE MAJEURE

Non-performance of any of the obligations of SGW or EGT (other than payment obligations) hereunder due to delays from any cause beyond their respective control which could not by reasonable diligence have been avoided, including the act of governmental authority, force majeure, act of God, accident such as fire, failure of communication lines or any common carrier services (telecommunications, power), shortage of fuel or other material shortage, shall be excusable delay and shall not be a breach of this Agreement. Neither EGT nor SGW shall be liable to the other for any additional cost as a result of any such delay.

Article 17. ASSIGNMENT

SGW shall be entitled to assign the Agreement to a parent company, sister company, or subsidiary which holds all required licences and has the capacity to fulfil the requirements set forth in this Agreement.  EGT shall likewise be entitled to assign this contract to an entity holding all necessary licenses, and which additionally is notified to SGW and achieves a successful background due diligence check in accordance with SGW Compliance Committee procedures and policies. All other assignments of this Agreement by either Party are not allowed unless otherwise expressly agreed by the other Party in writing.

Article 18. THIRD PARTY RIGHTS

No term of this Heads of Terms (including the software license granted pursuant to Clause 7) is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement.

Article 19. ENTIRE AGREEMENT

This Heads of Terms (including the license granted under this Heads of Terms) and the Schedules thereto contain and constitute the whole agreement between the parties relating to the subject matter hereof and supersedes all prior agreements understanding and arrangements between the parties relating to that subject matter.

Article 20.  SEVERABILITY

If any provision of this agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

Article 21: JURISDICTION AND GOVERNING LAW

Any dispute between the parties arising out of or in connection with this Agreement, including the validity, invalidity, breach or termination thereof, which could not be settled amicably, shall be finally settled under and in accordance with the laws of the England and the Parties hereby submit to the non- exclusive jurisdiction of the courts of England and Wales.

Article 22. COMPLIANCE AND SPECIAL TERMINATION

Both Parties acknowledge that the other Party operates under privileged licences in a highly regulated industry, and maintains a compliance program to protect and preserve its name, reputation, integrity and goodwill through a thorough review and determination of the integrity and fitness, both initially and thereafter, of any person or company with which is associates.  This Heads of Terms and the association of the Parties thereto is contingent on the continued approval under the compliance program of the Parties.  Each Party shall cooperate with the other Party as reasonably requested and provide such information as it may reasonably request on appropriate notice, on its behalf or on behalf of any relevant regulatory body.  If either Party is required to withdraw its approval of this Heads of Terms then that Party may terminate this Agreement immediately and neither Party shall have any additional rights hereunder except as may be otherwise contained in each of the Agreements.  In addition, either Party may terminate this Agreement in the event that that Party discovers facts with respect to the other Party that may jeopardise the gaming licences, permits or status of that Party or any of its subsidiaries or Affiliates with any gaming commission, board or similar regulatory or law enforcement authority.  Performance of this Agreement is contingent upon obtaining any and all necessary initial and continuing approvals required by any regulatory agency with jurisdiction over the subject matter of this Agreement.

Article 23: ADVERTISING APPROVALS

23.1.                        SGW shall provide artwork in the form of promotional kits for advertising to EGT and its appointed sub-licensees free of charge; however such artwork may only be used for the intended purpose of

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advertising the associated Games Compendium from which the artwork is derived, and MUST be approved in writing by SGW in its sole discretion before release to the public or to any third parties.

23.2.                        Artwork as supplied by SGW, other than being proportionally resized or dimensionally skewed must NOT be modified in any other way, UNLESS with express written consent. Specifically, unless otherwise agreed:

(i)            alteration, distortion, cropping, or enhancement is not authorised;

(ii)           overlaying or confusion with nearby text or graphics when used in larger compositions is not authorised;

(iii)          Artwork must be used in whole form as supplied with no masking or fading;

(iv)          Artwork must not be used in any manner contrary to the context of the original Game, and specifically shall not be represented next to any defamatory or libellous content;.

(v)           All compilations using Game artwork must include “Under license from Reel Time Gaming” or alternatively “Under license from IPC” if so instructed by SGW.

Article 23: PUBLIC ANNOUNCEMENTS

No Party shall issue or make any public announcement to the media or in any other public forum or disclose any information regarding this Agreement unless prior written consent has been obtained from the other Party (such consent not to be unreasonably withheld or delayed).

The Heads of Terms are acknowledged, accepted and agreed.

Scientific Games Worldwide Limited

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Schedule 1

Specification of Gaming Terminal

The Global Draw “APEX” Cabinet

General Configuration

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The SilverBall Gaming Terminals:

Weight: 87 kg

Packaging: B – 550mm, T – 730mm, H – 1290mm

Packaging with pallet: B – 800mm, T – 800mm, H – 1390mm

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Schedule 2

WARRANTIES AND INDEMNITIES

EGT represents and warrants the following:

Liabilities

1.1.EGT shall pay and be responsible for all and any tax, duties, charges, fines, penalties and interest that relate or attributable to its business (“Liabilities”) and indemnify and keep indemnified SGW against the Liabilities, or any other liability incurred by SGW which liability arose out of the failure by EGT to pay such.

1.2. EGT agrees and warrants that it shall at all times keep the Gaming Terminals and related equipment free and clear of any and all mortgages, pledges, security interests, charges, encumbrances, claims and liens of anyone other than SGW, and shall not transfer, assign, lend, license or otherwise dispose of any Gaming Terminals and equipment without SGW’s prior under written consent. EGT shall indemnify on demand and keep indemnified SGW against all and any breaches of this covenant.

Warranties of Compliance with applicable laws

1.2 EGT binds and warrants to SGW, and SGW bind and warrants to EGT that as the Effective Date and at all times during the term of these Heads of Terms:

1.2.1. All information supplied and all information that will be supplied by it to the other party  is or will be complete, truthful, legal and accurate;

1.2.2. It will comply with the applicable laws of the Cambodia including, but not limited to, applicable anti-corruption, competition, anti-money laundering, licensing, and registration laws;

1.2.3. EGT undertakes and warrants that in order to comply with the applicable gaming regulations, it shall also not accept the placement of Internet, telephone or other remote wagers or bets on the Gaming Terminals;

1.2.4. It has not made or authorized and will not, directly or indirectly, make or authorize any payments or gifts, or offers or promises of payments or gifts or things of value, directly or indirectly, to any official or employee of any national, state, or local government or any agency or instrumentality thereof, for the purpose of business or improper gain;

1.2.5. It will keep accurate books and records in respect of any dealings with the other Party whether pursuant to this Heads of Terms or otherwise;

1.2.6. It has not paid, or offered, or agreed to pay any political contributions in respect of the subject matter of this Heads of Terms and will not do so in the future;

1.2 7. Neither it nor any of its shareholders, employees, officers, or directors is an official or employee of a Cambodian, Philippine, U.S. or other national, state, or local Government or any agency or instrumentality thereof, an official of a political party, or a candidate for political office.

1.2.8. It has not been convicted of or pleaded guilty to a criminal offence, including fraud or corruption, and that it is not, to the best of its knowledge, subject of any Government investigation for such offences, and that it is not listed by any Government Agency as debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for government programs.

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