Termination and Disbursement Letter Regarding Escrow Agreement among ISWI, GIG, and Citibank, N.A.

Summary

Interactive Systems Worldwide Inc. (ISWI) and Global Interactive Gaming Ltd. (GIG) have notified Citibank, N.A. that their existing Escrow Agreement is terminated immediately. Citibank is instructed to release $1,300,000 to ISWI and the remaining escrow funds, after expenses, to GIG. This letter formalizes the end of the agreement and directs the distribution of the escrowed funds to the respective parties' accounts.

EX-10.1 9 b319738_ex10-1.txt LETTER TO CITIBANK, N.A. Exhibit 10.1 INTERACTIVE SYSTEMS WORLDWIDE INC. 2 Andrews Drive, 2nd Floor West Paterson, NJ 07424 July 31, 2002 Citibank, N.A. The Citibank Private Bank 120 Broadway, 2nd Floor/Zn2 New York, NY 10271 Ladies and Gentlemen: Reference is made to the Amended and Restated Agreement, dated March 17, 2000, among Citibank, N.A., Interactive Systems Worldwide Inc. (formerly known as International Sports Wagering Inc.) ("ISWI"), and Global Interactive Gaming Ltd. (formerly known as Global Interactive Gaming AG) and Global Interactive Gaming, LLC (formerly known as Global Interactive Gaming, Inc.) (collectively "GIG") (the "Escrow Agreement"). All terms used in this letter and not otherwise defined herein shall have the meanings ascribed to them in the Escrow Agreement. 1. ISWI and GIG hereby notify you that the Escrow Agreement is hereby terminated effective immediately. 2. Notwithstanding any provisions of the Escrow Agreement to the contrary, you are hereby authorized and directed to promptly take the following actions: (i) Release to ISWI the amount of $1,300,000 by wire transfer to ISWI's account, which amount represents the payment to ISWI from the Escrow Account that is due on August 15, 2002. (ii) Release the balance of the Escrow Account to GIG (representing all accrued interest, net of Escrow Agent's expenses through to termination of the Escrow Agreement and transfer of funds in the Escrow Account, and the balance of the principal) by wire transfer to the account of Global Interactive Gaming Ltd. at the Account No. set forth on Appendix 1 hereto. [remainder of the page intentionally left blank] PARTY A: Interactive Systems Worldwide Inc. By: /s/ Barry Mindes --------------------------------------- Name: Barry Mindes Title: Chairman of the Board of Directors and Chief Executive Officer PARTY B: Global Interactive Gaming Ltd. By: /s/ Peter Sprogis --------------------------------------- Name: Peter Sprogis Title: Director Global Interactive Gaming LLC By: /s/ Peter Sprogis --------------------------------------- Name: Peter Sprogis Title: Director