BRAND LICENSE AND ONLINE CASINO OPERATING AGREEMENT

EXHIBIT 10.1

[Portions herein identified by ** have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended]

BRAND LICENSE AND ONLINE CASINO OPERATING AGREEMENT

      THIS BRAND LICENSE AND ONLINE CASINO OPERATING AGREEMENT (this “ Agreement ”) is made and entered into as of January 19, 2005 (the “ Effective Date ”) by and between WPT Enterprises, Inc., a Delaware corporation, with its principal place of business at 1041 North Formosa Avenue, Formosa Bldg. #99, West Hollywood, CA 90046 (“ WPT ”), and WagerWorks Alderney 3 Limited, an Alderney company and a wholly owned subsidiary of WagerWorks, Inc., a Delaware corporation, with its principle place of business at 2339 3rd St., Fourth Floor, San Francisco, CA 94107 (“ WagerWorks ”) (each a “ Party ” and, collectively, the “ Parties ”).

RECITALS

     WagerWorks develops, markets and operates a complete online interactive gaming/gambling (“ Gaming ”) solution and adheres to the highest standards of legal and regulatory compliance, resulting in Gaming solutions that are trusted, secure and of the highest integrity.

     WPT is a media and entertainment company engaged in the creation of branded entertainment through the development, production and marketing of televised programming based on poker and other Gaming themes. To date, its operations include the creation of its “World Poker Tour” brand through the production and licensing of a reality television series based on a circuit of previously established high stakes poker tournaments. WPT is a majority-owned subsidiary of Lakes Entertainment, Inc.

     WagerWorks wishes to license from WPT the “Licensed Rights” (as defined in Section 2 hereof) for the purpose of developing, creating, implementing, and operating a fully managed interactive online casino and fixed-odds betting Gaming destination and multi-player poker room on WPT’s behalf (the “ WPT Gaming Site ”).

AGREEMENT

      NOW, THEREFORE , in consideration of the premises and mutual covenants in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS . Capitalized terms not defined within this Agreement, when used in this Agreement, have the respective meanings set forth on Schedule 1 attached hereto and incorporated herein by this reference.

2. GRANT OF LICENSE . Upon satisfaction of the Conditions Precedent, and subject to the restrictions, limitations, reservations, terms and conditions of this Agreement, WPT hereby

-1-

grants to WagerWorks, and WagerWorks hereby accepts, for the “Term” (as defined in Paragraph 9 hereof) of this Agreement a personal, non-transferable right to use and incorporate the Licensed Property solely in connection with the development and operation of the WPT Gaming Site (the “ Licensed Rights ”). WagerWorks shall not be entitled to sublicense any of the Licensed Rights.

     2.1 Restrictions on Licensed Rights .

          2.1.1 WagerWorks specifically understands and agrees that no rights are granted herein with respect to any trademarks, logos, copyrights or other intellectual property rights owned by WPT other than those specifically included in the Licensed Property as identified on Exhibit A , it being understood that all rights in and to said properties are reserved exclusively to WPT. Furthermore, WagerWorks hereby acknowledges and agrees that (A) the Licensed Property has or potentially may have, many uses; (B) the license granted to WagerWorks is a limited field-of-use license and WagerWorks may use the Licensed Property only for such limited use and for no other use; and (C) WPT reserves and retains all other rights to the Licensed Property not expressly licensed to WagerWorks hereunder. WagerWorks shall not make use of any of the Licensed Rights licensed hereunder except in strict compliance with the provisions of this Agreement or as may be otherwise expressly authorized in writing by WPT.

          2.1.2 WagerWorks will (and shall ensure that its parent and affiliated companies) comply with all applicable laws and regulations (including, without limitation, all Gaming laws and regulations) in the performance of its obligations and the exercise of its rights hereunder (including, without limitation, the Licensed Rights).

     2.2 License to Third Parties During Term . WPT is not prevented from using or granting third parties the right to use the Licensed Property in any manner and for any purpose whatsoever other than as expressly limited by Section 2.3 hereof.

     2.3 Exclusivity . During the Term, WPT will not operate, or enter into any other operating agreements with any other person or entity for the purpose of hosting or operating, a “World Poker Tour” branded commercial Gaming Internet site (i.e., a “World Poker Tour” branded Internet Gaming site that shares revenue for Gaming operations with WPT). Notwithstanding anything to the contrary, the Parties agree that the exclusivity restrictions set forth herein shall not apply to any “World Poker Tour” branded Internet site that provides skill based games (as opposed to games with random based outcomes); provided, however, that the exclusivity restrictions set forth in this Section 2.3 shall be applicable to “World Poker Tour” branded Internet Gaming sites that provide poker Gaming, despite the fact that poker is a skill based game. If WagerWorks does not permit wagering on the WPT Gaming Site from a particular jurisdiction where Internet Gaming is legal (the “ Unexploited Territory ”) for any reason other than WPT’s refusal to approve wagering from such Unexploited Territory (e.g. WagerWorks elects not to operate a WPT Gaming Internet site in such jurisdiction; WagerWorks elects not to allow wagering on the WPT Gaming Site from such jurisdiction; WagerWorks is unable to obtain the required licenses necessary to operate in, or provide wagering on the WPT Gaming Site from, such jurisdiction) then WPT shall be free to operate (or enter into an agreement with third parties for the purpose of operating) such a “World Poker Tour” branded Internet site servicing the Unexploited Territory; provided that, WPT will give WagerWorks

-2-

written notice and a sixty (60) day period within which to start providing wagering on the WPT Gaming Site from such Unexploited Territory prior to operating or entering into an agreement with a third party for the purpose of operating, a “World Poker Tour” branded commercial Gaming Internet site that permits wagering from the Unexploited Territory. Notwithstanding anything herein to the contrary, WPT shall not be restricted from operating or hosting, or authorizing any other party to operate or host, non-gambling (i.e., no wagering or betting with actual money; for example, participant’s of WPT’s premium site shall be entitled to play poker hands and other games so long as there is no wagering or betting with actual money) Internet Sites, including without limitation, whether or not such sites utilize the “World Poker Tour” brand or whether or not such sites include non-gambling simulations of casino games, so long as such sites do not directly promote, market or direct users to any online Gaming site other than the WPT Gaming Site (it being acknowledged that such sites may nevertheless promote, market and/or direct users to non-gambling Internet sites).

     2.4 Quality Standards . WagerWorks shall maintain high quality standards, consistent with the good name and reputation of WPT, for all of the goods and services offered by it in connection with the Licensed Rights, which will be substantially equivalent to or stricter than those standards used by WPT for the goods and services offered by it in connection with the Licensed Property, as may be advised in writing by WPT to WagerWorks from time to time. WPT shall have the right, at any time, to reasonably modify or supplement the quality standards to be maintained by WagerWorks by providing written notice thereof to WagerWorks. WagerWorks acknowledges that if such goods and services are of inferior quality in any respect, the substantial goodwill which WPT has built up and now possesses in the Licensed Property will be impaired. WagerWorks shall at all times act in a manner consistent with the highest standards of fair trade, fair competition and business ethics in connection with the exercise of its rights and the performance of its obligations hereunder.

     2.5 Intellectual Property Notices . WagerWorks will cause the following copyright notice to be imprinted, prominently, irremovably and legibly on each and every embodiment of the Licensed Property (e.g., the WPT Gaming Site and all promotional and advertising materials related thereto): © 200___WPT Enterprises, Inc. (The year date shall be as instructed in writing by WPT). WagerWorks warrants that it will cause the letters TM or the symbol ®, as specified by WPT, to be imprinted, prominently, irremovably and legibly, directly after the trademark, each time each trademark identified in Exhibit A is used by WagerWorks, together with, to the extent reasonable and customary, the following Statement: “_______[insert mark] is a trademark of WPT Enterprises, Inc. used with permission. All rights reserved.” (The use of the letters TM or the symbol ® shall be as instructed in writing by WPT.)

     2.6 License Fee . As consideration for WPT granting to WagerWorks the Licensed Rights, WagerWorks will pay to WPT the “Participations” (as defined in Section 6 hereof) pursuant to and in accordance with the terms of this Agreement. It is acknowledged that WPT is not making and has not made any representation or warranty to WagerWorks whatsoever, express or implied, as to the future business, results of operations, or prospects regarding the Licensed Property, or the success of, or the amounts of receipts WagerWorks will derive (if any) from, the WPT Gaming Site.

-3-

3. WPT GAMING WEBSITE .

     3.1 Development and Operation . WagerWorks will develop, create, implement, host, manage, operate, maintain, repair, service and support the WPT Gaming Site at its own expense based upon mutually agreed upon requirements and specifications (the “ Agreed Specifications ”) in a manner consistent with the terms and conditions of this Agreement, including as necessary or appropriate to ensure that the goodwill and public perception of the Licensed Property, including the “personality, attitude, and visual form” of its use is consistent with the WPT’s existing and future use of the Licensed Property. WagerWorks shall be responsible for obtaining access to the Internet for the WPT Gaming Site. WPT shall at all times have final Approval over all elements and content of the WPT Gaming Site. WagerWorks shall, at WagerWorks expense, comply with all reasonable requests from WPT to improve the WPT Gaming Site so that it is a first class Gaming site to the extent that such requests would not constitute “Custom Services” (as defined in Section 4.1). All requests to improve the site that constitute Custom Services shall be subject to the terms and conditions set forth in Section 4. At all times during the Term, WagerWorks shall ensure that the WPT Gaming Site is sufficiently accessible to users in order to satisfy the then existing demand for access and use of the WPT Gaming Site.

          3.1.1 Project Manager . WPT shall appoint a project manager to work with WagerWorks throughout the development process up to and including Launch and shall dedicate appropriate resources to fulfill its responsibilities during the development process. WPT acknowledges that failure to provide such resources may result in a delay of the Launch. WagerWorks will communicate on a regular basis with the WPT appointed project manager to keep him or her apprised of the progress of the development and projected launch of the WPT Gaming Site and will consult with and seek the approval of such project manager as necessary or appropriate to comply with the terms of this Agreement.

          3.1.2 Company Contacts . Within thirty (30) days following the date of this Agreement, WPT and WagerWorks shall create a master list of key contact information to provide appropriate access to key staff from each party. In addition, within thirty (30) days following the date of this Agreement WPT and WagerWorks shall create escalation procedures (with contact information) to deal with day-to-day procedures and problems, including, but not limited to, potential technical problems, customer disputes and scheduled maintenance.

          3.1.3 Implementation . WagerWorks will consult with and keep WPT reasonably informed of the status and progress of the development and implementation of the WPT Gaming Site. WagerWorks shall first prepare a design for the WPT Gaming Site. This design shall include drawings of the user interface, a schematic of how to navigate the WPT Gaming Site, a list of hyperlinks and other components. WagerWorks shall be entitled to use a reputable third party subcontractor to perform development work hereunder provided that such third party (i) executes a letter in the form of Exhibit D attached hereto; (ii) supplies WPT with such information concerning its business operations as WPT determines is reasonably necessary; and (iii) WagerWorks shall remain primarily liable under all of the provisions of this Agreement and any default of this Agreement by such third party shall be deemed a default by Licensee hereunder. In no event shall the agreement with such third party include the right to further subcontract any of the development work or sublicense any of the rights hereunder. Each week following execution of this Agreement during which any development and/or testing hereunder

-4-

remains uncompleted, and whenever else WPT shall reasonably request, WagerWorks shall contact, or meet with WPT’s Project Manager or another designee of WPT, and report all tasks completed and problems encountered relating to development and testing of the WPT Gaming Site. During such discussion or meeting, WagerWorks shall advise WPT in detail of any recommended changes with respect to remaining phases of development in view of WagerWorks’ experience with the completed development. In addition, WagerWorks shall contact WPT’s project manager promptly by telephone upon discovery of any event or problem that will delay development work, and thereafter promptly confirm such report in writing. WagerWorks will provide WPT with access to online pre-launch prototypes and beta tests. WagerWorks will incorporate all comments of and correct all errors identified by WPT in connection with the WPT Gaming Site. WagerWorks agrees to comply with all reasonable requests of WPT as to the manner of delivery of all items that are to be delivered to WPT in connection with the WPT Gaming Site, which may include delivery by electronic means. Upon request by WPT, but in no event later than Launch, WagerWorks shall deliver to WPT all Source Materials.

          3.1.4 Software Applications .

               3.1.4.1 WagerWare . The WPT Gaming Site will include an online Gaming casino (the “ WPT Casino ”). The WPT Casino will be based upon WagerWorks’ proprietary online Gaming casino suite software application “WagerWare” (including all versions and updates thereto as they become available to other WagerWorks’ customers). As part of the WPT Casino, WagerWorks will make available on the WPT Gaming Site the entire core game library of casino type games (e.g., online casino suite of games, online lottery suite of games, online arcade suite of games, and online games room) available from WagerWorks from time to time during the Term, including, without limitation, the games, features and functionality set forth on Schedule 2 attached hereto and incorporated herein by this reference (which WagerWorks represents and warrants includes all casino type games available from WagerWorks as of the date of this Agreement); provided, however, that WPT shall have the right to Approve the specific games that are offered or presented for play on the WPT Gaming Site. For the purposes of this Agreement, “ Approval(s) ”, “ Approve ” or “ Approved ” shall mean WPT’s prior written consent, which may be given or withheld in WPT’s sole discretion. WPT’s silence or failure to respond to a request for Approval shall in no event be deemed Approval. For the avoidance of doubt, WPT’s Approval or disapproval of any matter (including, without limitation, WPT’s Approval of any jurisdictions from which the WPT Gaming Site shall be accessible, from which wagering shall be permitted, or from which it will be operated) shall not be deemed to affect or alter any of Wager Works’ representations or warranties hereunder.

               3.1.4.2 Multi-Player Poker . The WPT Gaming Site will also include a multiplayer online poker room (the “ WPT Poker Room ”) using the WagerWorks multi-player poker network and related software application (the “ Multi-Player Poker Application ”). The features and functional specifications of the Multi-Player Poker Application are set forth on Schedule 3 attached hereto and incorporated herein by this reference.

-5-

               3.1.4.3 License. WagerWorks hereby grants to WPT a royalty-free right and license to use and exploit all Intellectual Property necessary or appropriate to use and access the WPT Gaming Site, to perform its obligations hereunder, and to exercise its rights hereunder.

          3.1.5 Artwork . Promptly upon execution of this Agreement WPT will supply WagerWorks with certain photographs, digital images, and related materials embodying the Licensed Property selected by WPT (“ Artwork ”) for use in developing the WPT Gaming Site. WPT will provide additional Artwork reasonably requested by WagerWorks to the extent WPT deems appropriate. WagerWorks shall have the right to create, or have a third-party create, artwork in original form or artwork derived from Artwork, which includes the Licensed Property for use in the WPT Gaming Site (“ New Artwork ”); provided, however, that WagerWorks shall submit copies of any proposed New Artwork to WPT and WagerWorks shall not use any such New Artwork until it is Approved by WPT. All Intellectual Property rights (including but not limited to copyright and trademark rights) in the New Artwork shall be owned by WPT as works-made-for-hire; provided, however, that the New Artwork shall for all purposes of this Agreement be included in the definition of Licensed Property. If under any applicable law any New Artwork is not deemed or otherwise considered a work-made-for-hire, then to the fullest extent allowable and for the full term of protection under such applicable law (including any and all renewals, extensions and revivals thereof), WagerWorks hereby assigns and transfers to WPT all right, title and interest in and to such New Artwork.

          3.1.6 Hardware and Software Infrastructure . WagerWorks will, at its sole cost and expense (other than any amounts specifically provided for in Section 6 hereof), procure, install, implement, configure, maintain, manage, operate, repair, service, and support a hardware and software infrastructure within which the WPT Gaming Site and the WPT Poker Room will operate, which hardware and software infrastructure will conform to the Agreed Specifications and the quality standards required hereunder.

          3.1.7 Connectivity : Subject to applicable laws and regulations, WagerWorks will provide WPT with a standard Virtual Private Network connection giving WPT access to the “back-end” of the WPT Gaming Site. However, should WPT require a T1 line or equivalent, it will be facilitated at the sole expense of WPT.

          3.1.8 Launch Date . WagerWorks shall have the WPT Gaming Site and the WPT Poker Room ready for Launch no later than ** , 2005 subject to extension for up to four (4) weeks for any of the following:

               3.1.8.1 Qualification of the outstanding development requirements (i.e. custom content development, system integration and website execution, etc.) agreed upon in writing by both parties prior to January 31, 2005;

               3.1.8.2 WPT’s final Approval of the WPT Gaming Site (it being acknowledged that if WPT is unwilling to Approve the WPT Gaming Site because the WPT Gaming Site is not in fact ready for Launch or because WPT Gaming Site includes any defects, bugs or errors, then WPT’s unwillingness to provide such Approval shall not be deemed to be the cause of the delay in the Launch); and

-6-

               3.1.8.3 Other delays caused by factors that are either within the control of WPT or beyond the control of either WagerWorks or WPT; provided that WagerWorks has used and will use its best efforts to remedy such delays.

          3.1.9 Testing and Quality Assurance . The WPT Gaming Site and all components thereof shall be thoroughly tested by WagerWorks and all necessary corrections as a result of such testing shall be made prior to Launch. If at any time during the Term, WPT requests that WagerWorks correct the WPT Gaming Site or a component thereof, WagerWorks shall within five (5) calendar days of such notice, or such longer period as WPT may allow, correct such error and provide WPT with satisfactory evidence of such correction. The correction and review procedure set forth in this Section shall be repeated until such time as the WPT Gaming Site (or component thereof) is corrected to WPT’s satisfaction.

     3.2 Operations and Hosting; Domain Name .

          3.2.1 WagerWorks will be responsible for all network administration and application operations for the WPT Gaming Site, and for obtaining and maintaining website hosting for the WPT Gaming Site. The WPT Gaming Site shall only be operated and hosted from the regulated jurisdiction of Alderney, unless otherwise mutually agreed and Approved by WagerWorks and WPT, and shall only be accessible for participants to wager on the site from jurisdictions in which it is legally permissible to offer online commercial Gaming sites (collectively, the “ Territory ”); provided that WPT shall have final Approval with respect to the particular jurisdictions in the Territory from which the WPT Gaming Site is accessible for wagering. Notwithstanding the foregoing, the WPT Gaming Site shall, subject to applicable law, be accessible from outside the Territory for non-wagering purposes in all jurisdictions requested and approved by WPT. WagerWorks agrees that the WPT Gaming Site will be of high quality and will be free of defects in material and workmanship in all material respects. The WPT Gaming Site will conform in all respects to the functional and other descriptions contained in the Agreed Specifications. WagerWorks shall at all times maintain a complete and current (i.e., updated once per day) backup copy of the WPT Gaming Site. WagerWorks shall take all commercially reasonable actions (including as requested by WPT) to ensure that that no participants outside the Territory are able to wager on the WPT Gaming Site, including, without limitation, as consistent with industry standards. Neither WagerWorks nor any of its parent, subsidiary or affiliate companies shall advertise, promote, or solicit any wagering or Gaming activity in connection with the WPT Gaming Site outside of the Territory.

          3.2.2 WPT will be responsible for obtaining and maintaining a domain name URL for the WPT Gaming Site. WPT will grant WagerWorks the right to administer the domain name for the purpose of changing the DNS to the hosting entity for the WPT Gaming Site.

     3.3 Technical Support and Maintenance . WagerWorks will, at its sole cost and expense, provide ongoing operations, technical, hardware and software support and maintenance (including error corrections and/or software updates, and such other modifications reasonably requested by WPT) in connection with the WPT Gaming Site at all times during the Term. Without limiting the foregoing, WagerWorks will be responsible for all repairs and customer service and support for the WPT Gaming Site pursuant to the Service Level Agreement set forth

-7-

on Schedule 5 attached hereto and incorporated herein by this reference, it being acknowledged that the amounts set forth in Section 6 shall be deemed full compensation therefor.

     3.4 Customer Service: Customer Disputes . Customer service respecting the WPT Gaming Site will be managed by WagerWorks, from their offices located at Blackburn House, 1 Warwick Street, Leamington Spa, Warwickshire, England CV32 5LW, or such other location as determined by WagerWorks. If WagerWorks relocates its customer service offices it will provide WPT with prior written notice of the relocation and will provide the address and contact information for the new location. WagerWorks shall have live customer service representatives available during all regular business hours in the United Kingdom. WagerWorks shall have the authority to settle all customer disputes claiming an amount not to exceed £ ** , individually, or ** % of the “Net Gaming Revenues” (as defined in Section 6 hereof) for any calendar year, in the aggregate. The settlement of all other claims and disputes shall be subject to the Approval of WPT.

     3.5 Licensing and Compliance . As provided in Section 3.2 hereof, initially, the WPT Gaming Site will be operated from Alderney. WPT will be responsible for paying (i) the annual licensing fee required by the Alderney Gaming Control Commission (“ AGCC ”), which amount shall not exceed £75,000 ($135,000 USD) and which amount shall be paid prior to commencing the process of filing for the license, and (ii) any associated investigative fees required by the AGCC, which amount shall not exceed £15,000 and shall be paid as required by the AGCC. Without limiting the foregoing, WagerWorks will be responsible for paying all compliance, testing, and certification costs required by the jurisdiction for product/site approval and operation of the WPT Gaming Site. It is acknowledged that in connection with WPT’s application to the AGCC, the AGCC will determine whether WPT can apply as a “Business Associate” to Wager-Works or whether the AGCC will require WPT to apply for a full Gaming license. WagerWorks and WPT will use commercially reasonable efforts to have the AGCC to accept WPT as a “Business Associate” to WagerWorks. If WPT is not accepted as a Business Associate and is not approved for a full Gaming license, then WPT shall be entitled to terminate this Agreement upon notice to WagerWorks, and, as a result of such termination, WagerWorks shall be entitled to retain that portion of the Development Fees and Infrastructure Fee previously paid to WagerWorks as of such dated equal to the reasonable, expenses and costs actually incurred by WagerWorks in connection with the development of the WPT Gaming Site; provided that the remaining portion of the Development Fees and Infrastructure Fees, if any, shall be immediately reimbursed to WPT.

     3.6 Launch Settings . On or before Launch, the parties shall mutually agree upon settings and options relating to the WPT Gaming Site (including, the acceptance criteria and configuration of WagerWare’s Player Verification application) (“ Launch Settings ”). On or before Launch, the parties shall execute a document listing the Launch Settings and any subsequent changes to the Launch Settings must be mutually agreed to in writing. In the event of a dispute with respect to the Launch Settings, WPT’s decision shall be final and controlling.

     3.7 Participant Information . WagerWorks acknowledges that any information related to the participants of the WPT Gaming Site, including but not limited to any personally identifiable information (“Customer Information”), is the exclusive property of WPT. WagerWorks shall not, and shall not permit any third party to, transfer or disclose any Customer Information to any

-8-

other person or entity (i) without the prior written consent of WPT, (ii) unless required by law, or (iii) at the request or with the consent of the applicable customer. Upon WPT’s request, WagerWorks shall, if instructed by WPT, deliver copies of the Customer Information to WPT and, if instructed by WPT, destroy any or all copies of Customer Information in WagerWorks’ possession or control. WPT shall be entitled to create, implement, and amend the privacy policies for the WPT Gaming Site as it deems appropriate. Notwithstanding the foregoing, WagerWorks may retain archival and backup Customer Information (including transaction data) solely for use by WagerWorks to defend against claims that WagerWorks failed to comply with this Agreement and applicable law; provided that such Customer Information shall be maintained at all times in strict compliance with applicable law and the confidentiality provisions of Section 16.4. Notwithstanding anything to the contrary, WagerWorks shall (and shall ensure that its parent and affiliated companies) at all times comply with all applicable laws in connection with its collection, handling and safeguarding of any Customer Information.

     3.8 Terms of Use Statement . Promptly following execution of this Agreement, and prior to Launch of the WPT Gaming Site, WPT and WagerWorks will draft a Terms of Use statement to be used on the site the terms of which are to be mutually agreed upon; provided that in the event of a dispute with respect thereto WPT’s decision shall be final and controlling. The WPT Gaming Site will include in its Terms of Use statement a disclosure that Customer Information will be owned by WPT and will be disclosed to and transferred to WPT for its retention and use in compliance with the Terms and Use.

     3.9 Sports Book . If at any point in time during the twelve months following the Effective Date WagerWorks has the existing infrastructure to make available a sports Gaming book on the WPT Gaming Site, then, at WPT’s option, the parties shall enter into good faith negotiations for a period of not less than thirty (30) days in order to reach terms and conditions relating to the addition of a sports Gaming book on the WPT Gaming Site that are acceptable to WagerWorks and WPT. If the parties are able to agree upon such mutually acceptable terms and conditions, then WagerWorks shall make a sports Gaming book available on the WPT Gaming Site under such terms and conditions. Provided that WagerWorks is not then operating or actively developing a sports Gaming book for the WPT Gaming Site pursuant to a separate written agreement executed by each of the Parties, then, notwithstanding anything to the contrary contained herein, WPT shall, without limitation or restriction whatsoever, be entitled to operate, or engage a third party to operate, a sports Gaming book to be included on either the WPT Gaming Site or an independent site. If WagerWorks and WPT agree in advance that work must be provided by WagerWorks to support or implement the third party administered WPT sports Gaming book, then the services rendered in connection with such support or implementation will be subject to the terms of this Agreement, except for the costs of such support or implementation and the revenue share in connection with such operations, which will be subject to good faith negotiation.

     3.10 Promotions . Subject to the requirements of applicable law (including, the approval of any host jurisdiction, if required), WPT and WagerWorks shall discuss services and promotions to be incorporated into the WPT Gaming Site for the purpose of attracting and obtaining new customers and maintaining existing customers (e.g., allowing customers to maintain funds in established customer accounts and to transfer funds to other customer

-9-

accounts); provided, however, that WPT’s determination with respect to any such services and promotions shall be final and controlling.

     3.11 Merchant Banking Services . WagerWorks will provide and/or procure any necessary or appropriate merchant banking services (acceptance and processing of credit card payments from a reputable and financially responsible party), at its expense, in order to provide prompt and reliable payment processing services in connection with the WPT Gaming Site. Wager-Works will provide and/or procure payment processing services that are in full compliance with any applicable laws (including any Gaming or other regulatory requirements).

     3.12 Insurance . WagerWorks agrees to obtain and maintain, at WagerWorks’ sole cost and expense, errors and omissions insurance and a policy of insurance insuring against those risks customarily under comprehensive general liability policies, including without limitation, “product liability” and “completed operations” from a well-recognized insurance company applicable to any claims, liabilities, damages, costs or expenses arising out of the development, creation, implementation, hosting, management, operation, maintenance, repair, service and/or support of the WPT Gaming Site. The policies shall name WPT, its parents, subsidiaries, affiliates and divisions, and their respective directors, officers, employees, agents and representatives (the “ WPT Entities ”) as additional insureds. The policy will provide for coverage of at least One Million Dollars ($1,000,000) per occurrence. The insurance under such policy shall be primary without right of subrogation. Within thirty (30) days following the execution of this Agreement by WagerWorks, it shall provide certificates of insurance to WPT certifying that the WPT Entities and any other entity specified by WPT have been added as additional insureds to each of the insurance policies set forth above. The policies shall require that WPT receives at least thirty (30) days prior written notice of cancellation, amendment or endorsement thereof. Upon receipt of any such written notice of cancellation, WPT shall have the right to terminate the Agreement unless WagerWorks provides WPT with proof of having obtained replacement insurance within twenty-one (21) days from the date of such notification from the insurance carrier; provided that WPT shall have the right to purchase replacement insurance from an insurance carrier of WPT’s choice and charge WagerWorks for all costs thereof for the interim period prior such termination taking place. WagerWorks agrees to pay all such costs immediately upon submission by WPT. Any claims covered by WagerWorks’ insurance policies shall not be offset or reduced in any amount whatsoever by any other insurance which the WPT Entities may independently maintain.

     3.13 [Intentionally omitted]

     3.14 Financial Assurances. At all times during which WagerWorks operates the WPT Gaming Site from Alderney, WagerWorks shall (and shall ensure that its parent and affiliated companies) comply with the applicable “Control System Guidelines for Interactive Gaming” requirements of the Alderney Gaming Control Commission, including but not limited to maintaining on a calendar monthly basis the following: (i) a ratio of [(total assets – total liabilities) ÷ total liabilities] greater than 25%; (ii) current assets greater than its current liabilities; and (iii) cash on hand in an amount greater than cash due to customers of the WPT Gaming Site. At all times during which WagerWorks operates the WPT Gaming Site from any jurisdiction other than Alderney, WagerWorks shall (and shall ensure that its parent and affiliated companies) comply with that jurisdiction’s applicable rules, regulations and guidelines,

-10-

including in particular any applicable financial systems and controls requirements; it being acknowledged and agreed that the WPT Gaming Site may not be operated from a jurisdiction other than Alderney without WPT’s approval.

4. CUSTOM SERVICES

     4.1 WPT Requested Custom Services . At WPT’s request, WagerWorks will provide custom product development services to address unique product requests (i.e., custom games, features or functions, which vary substantially from (i) the items provided for herein, (ii) items offered generally by WagerWorks to its customers, and/or (iii) items that are otherwise part of WagerWorks’ then current product offerings) (the “ Custom Services ”). Unless agreed otherwise between the parties, Custom Services will be provided to WPT on a time and materials basis and shall be subject to the following:

          4.1.1 WPT will provide sufficient detail regarding any Custom Services request to enable WagerWorks to assess the feasibility, resource requirements and overall cost of the request.

          4.1.2 WagerWorks will provide WPT with an implementation plan within 30 days of receiving such a request, which plan will detail the implementation methodology, cost and delivery schedule and set forth estimated costs based on time and materials burdened with a mutually agreed upon related overhead cost.

          4.1.3 If WPT Approves the implementation plan, WagerWorks and WPT shall negotiate the terms and conditions of such agreement relating to the development and implementation of such Custom Services within each party’s customary parameters, which shall, without limitation, provide for (i) the payment, if any, and/or apportionment of costs and expenses, if any, related thereto, (ii) the payment, if any, and/or distribution of revenues, if any, generated therefrom, (iii) the ownership/licensing structure related thereto (including the terns of licensing such rights to third parties, if applicable and agreed), and (iv) such other terms and conditions customarily included in similar agreements.

          4.1.4 If WagerWorks is unable or otherwise fails to provide any Custom Services requested by WPT, or the parties are unable to agree upon mutually acceptable terms with respect thereto, WPT shall be entitled to either (i) engage a third party to perform the requested services or (ii) require WagerWorks to qualify and negotiate with a third party to perform the requested services on terms to be agreed upon in advance by WPT. In either event, WagerWorks shall cooperate as reasonably requested by WPT in connection with the performance of such services by WPT and/or such third party.

4.2 General Intellectual Property Premise for Custom Services .

     4.2.1 The developed games owned or licensed by WagerWorks at the date hereof are listed and described in Schedule 2 (the “ WagerWorks Games ”). Any new game developed independently of WPT after the date hereof shall also be deemed to be a WagerWorks Game.

     4.2.2 Except as set forth in Section 4.2.3 below, all Intellectual Property rights (including, without limitation, with respect to any artwork, graphical representations, digital

-11-

images, play methodologies and game rules) arising from or developed in connection with any Custom Services work requested or commissioned by WPT or developed in conjunction with WPT to the extent that the Custom Services work represents a new game or product and/or incorporates any of the Licensed Property or the goodwill associated therewith (a “ WPT Product ”) shall be owned exclusively by WPT as a work made for hire. A game or product shall be deemed new if it is not based upon or derived from a WagerWorks Game or if any one or both of the following attributes are altered materially (i) the method of play and/or (ii) the pay table/reward structures. Schedule 6 contains a list of all WPT Products as of the date hereof. For the avoidance of doubt, WagerWorks shall not have any right to use a WPT Product other than in conjunction with the WPT Gaming Site as Approved by WPT.

     4.2.3 The specific technologies that are employed to execute the WagerWorks Games along with the resulting software product, including but not limited to, custom programming code (source and object), random number generators and other game outcome methodologies (“ Gaming Software ”) will be the property of WagerWorks and become part of WagerWare; subject to any rights granted to WPT pursuant to any agreements relating to Custom Services as set forth in Section 4.1.3.

     4.2.4 Notwithstanding the foregoing, the parties may in a separate written agreement provide for ownership of the results and proceeds of any Custom Services in a manner that differs from the provisions of this Paragraph 4.2.

5. MARKETING. PROMOTION. AND ADVERTISING . WPT will be responsible for promoting, marketing, and advertising the WPT Gaming Site. WagerWorks shall have a right of consultation with respect to marketing, advertising, and promoting the WPT Gaming Site; provided that WPT’s determination shall be final with respect thereto. WPT will use efforts it deems commercially reasonable to market, advertise, and promote the WPT Gaming Site.

6. FEES AND PARTICIPATION .

     6.1 Development Fees . WPT will pay WagerWorks a one-time up front, all inclusive, development fee of $ ** to develop, create, implement, host, manage, operate, maintain, repair, service and support the WPT Casino on the WPT Gaming Site and a one-time up front, all inclusive, development fee of $ ** to develop, create, implement, host, manage, operate, maintain, repair, service and support the WPT Poker Room on the WPT Gaming Site (collectively the “ Development Fees ”). The Development Fees shall be payable to WagerWorks 50% upon execution of this Agreement, and the remaining 50% within 15 days after the successful Launch of the WPT Casino and the WPT Poker Room, respectively.

     6.2 Hardware and Software Infrastructure . Work Poker Tour will pay WagerWorks a one-time upon front, all inclusive, fee of $ ** for the cost of procuring and implementing the hardware and software structure on which the WPT Gaming Site and WPT Poker Room Will run (the “ Infrastructure Fee ”). The Infrastructure Fee shall be payable to WagerWorks 50% upon execution of this Agreement, and the remaining 50% within 15 days after the successful Launch of both the WPT Gaming Site and the WPT Poker Room.

-12-

     6.3 Participation . WagerWorks shall collect all revenues from the operation and exploitation of the WPT Casino, shall retain an amount equal to the applicable “WW Gaming Percentage” (as defined in Section 6.3.1 hereof) of the “Net Gaming Revenue (as defined in Section 6.3.2 hereof), and shall pay an amount equal to 100% of the Net Gaming Revenue less the applicable WW Gaming Percentage (the “ WPT Gaming Percentage ”) to WPT (such amounts payable to WPT, the “ Gaming Participation ”). Additionally, WagerWorks shall collect all revenues from the operation and exploitation of the WPT Poker Room, shall retain an amount equal to 25% of the “Net Poker Revenue” (as defined in Section 6.3.3. hereof), and shall pay an amount equal to 75% of the Net Poker Revenue to WPT (such amounts payable to WPT, the “ Poker Participation ”, and together with the Gaming Participation, the “ Participations ”). Solely for the purpose of calculating the WW Gaming Percentage and the WPT Gaming Percentage, the aggregate annual Net Gaming Revenue will be reset to zero at the beginning of each year during the Term commencing on the anniversary of the actual date of the Launch. WagerWorks shall hold all of the Net Gaming Revenue and Net Poker Revenue in a segregated account and shall under no circumstances commingle the revenues from the WPT Gaming Site with any other funds of WagerWorks, including, without limitation, revenues from any other Gaming site owned or operated by WagerWorks or any other party.

          6.3.1. Gaming Percentages . The WW Gaming Percentage and the WPT Gaming Percentage shall be calculated based on the annual Net Gaming Revenue as follows:

          6.3.2 Net Gaming Revenue . “ Gross Gaming Revenue ” means all Gaming revenues collected by WagerWorks from customers of the WPT Casino. “ Net Gaming Revenue ” means Gross Gaming Revenue less the following accountable amounts (the “ Recoupable Amounts ”):

-13-

          6.3.2 Net Poker Revenue . “ Net Poker Revenue ” means the aggregate of the “Rake” and “Tournament Fees” minus only “Royalties”, “Tournament Funding” and Recoupable Amounts, where:

-14-

     6.4 Most Favored Nations Provision . WagerWorks will provide WPT with financial terms that are on an most-favored-nations basis with the financial terms offered to WagerWorks’ other clients, customers, content partners and other joint venturers taking into consideration the material business terms included in the terms and provisions of this Agreement, including: (i) license fees for WagerWare and payment terms; (ii) license fees for the Multi-player Poker application and payment terms; (iii) fees for hardware and software infrastructure and payment terms; (iv) control of offering of WagerWorks core library of games, leisure games and premium games; (v) revenue share of Net Gaming Revenue and related tiers; (vi) revenue share of Poker Room Revenues and related tiers; (vii) WagerWorks services (development and implementation of sites, support, maintenance, customer service, hosting and operating sites, etc.); (viii) other party obligations (advertising, marketing, promotion, customer service, etc.); (ix) payment of AGCC fees; (x) party responsible for AGCC or regulatory authority licensing process; (xi) initial term; (xii) termination rights; (xiii) renewal period and party with option to renew; (xiv) exclusivity and related restrictions; and (xv) obligations relating to integration, implementation of third party applications.

     6.5 Payment . All Participations shall be due and payable monthly. WagerWorks shall pay to WPT, no later than thirty (30) days after the last day of each calendar month, the total amount of the Participations due and owing and payable to WPT pursuant to this Agreement during the immediately preceding calendar month. All payments shall be made by certified check drawn on U.S. funds payable to “WPT Enterprises, Inc.,” or wired into the following account: WPT Enterprises, Inc.— Main Operating Account at ** ; provided, however, that WPT shall be entitled to designate alternate account information or payment instructions by written notice to WagerWorks. All late payments shall be subject to a late payment charge calculated at the rate of two percent (2%) per month on all outstanding amounts from the date such payments are due until the date of payment to WPT. However, if the amount of such late payment charge exceeds the maximum permitted by law for such a charge, it shall be reduced to such maximum amount.

     6.6 Accounting; Auditing

-15-

          6.6.1 Wager-Works will within thirty (30) days following the end of each calendar month provide to WPT a full and accurate written statement of account (“ Statement ”), certified by an authorized representative of WagerWorks, which details all Participations due and owing under this Agreement in respect of the immediately preceding calendar month. The Statements shall be in such form as WPT and WagerWorks shall agree, but at a minimum shall show for the relevant calendar month, the Net Gaming Revenue generated by the WPT Gaming Site, and the amount and computation of Participations payable. Each such Statement shall contain information in sufficient detail to permit the accuracy of each Participation payment due and payable pursuant to this Agreement to be readily determined. WagerWorks shall continue to send Statements and make payments to WPT notwithstanding expiration or termination of this Agreement until all amounts due to WPT have been paid in full

          6.6.2 WagerWorks will keep and maintain full, complete and accurate books of account and records covering all transactions relating to this Agreement in sufficient detail to enable the Participations payable hereunder to be determined and verified. WagerWorks shall permit such records to be examined from time to time (up to a period of not less than three (3) years after the expiration or termination of this Agreement) by authorized representatives of WPT, including such independent auditors as WPT may designate, during usual business hours, to verify to the extent necessary the operation and maintenance of the WPT Gaming Site, the use of the Licensed Property and the payments required hereunder, and WPT and its representatives shall use reasonable efforts to minimize any disruptions to WagerWorks’ business. Prompt adjustment shall be made by WagerWorks to compensate for any errors or omissions disclosed by such examination. If the adjustment is more than $10,000 or five percent (5%) of WPT’s Participations in WPT’s favor, then the out-of-pocket costs of such examination shall be borne by WagerWorks. Such records shall be maintained by WagerWorks for a period of not less than three (3) years following the expiration or termination of this Agreement. In its discretion, WPT also may require that WagerWorks furnish financial reports of WagerWorks’ financial status issued by a certified public accountant during the Term. It is expressly understood and agreed by the parties hereto that all computations relating to determination of the amounts of Participations due and payable pursuant to this Agreement shall be made in accordance with recognized and generally accepted accounting principles as reflected in the practice of certified independent public accountants of national reputation practicing in the United States. WagerWorks hereby agrees to take no actions the purpose of which is to avoid paying the Participations due under this Agreement.

     6.7 Value-added Taxation (VAT) . WagerWorks believes that the Participations payable by WagerWorks to WPT as stated above are not subject to value-added tax under Alderney law. WagerWorks does not represent or warrant that the Participations are now, or in the future may be, subject to value-added tax under Alderney law.

     6.8 Third Party Advertising and Sponsorship . The parties will discuss the terms of any arrangements with respect to revenues received from third party advertisers in connection with the WPT Gaming Site and the WPT Poker Room; provided that it is expressly acknowledged that WPT shall have ultimate Approval over any advertising arrangements. It is contemplated that WPT would be entitled to ** % of the revenues received from third party banner advertisements and WagerWorks would be entitled to the remaining ** % thereof (after the off-the-top deduction of all third party costs and expenses). WPT shall control all arrangements

-16-

with, and be entitled to 100% of the revenues received from, third party sponsors of, or co-promotion initiatives in connection with, the WPT Gaming Site.

7. INTELLECTUAL PROPERTY .

     7.1 Licensed Property . WagerWorks acknowledges the value of the goodwill associated with the Licensed Property and that the Licensed Property is unique and original and that WPT is the owner thereof. WagerWorks hereby agrees that the Licensed Property is, and shall remain, the property of WPT, and that WagerWorks obtains no right, title, interest or license in or to any of such Licensed Property except for the limited rights expressly set forth in Section 2 of this Agreement. WagerWorks shall not dispute or contest, directly or indirectly, WPT’s ownership of the Licensed Property, WPT’s exclusive right to use the Licensed Property, subject to this Agreement, the validity of any Intellectual Property included in the Licensed Property, or WPT’s ownership thereof, nor shall WagerWorks assist others in doing so. All uses of the Licensed Property shall inure to the benefit of WPT. WagerWorks hereby agrees (i) not to use any other trademark, service mark, logo, name, style, or identification on or in connection with the Li