THIRD AMENDMENT TO VOTING PROXY AGREEMENT

                               THIRD AMENDMENT TO
                             VOTING PROXY AGREEMENT

This AMENDMENT TO VOTING PROXY AGREEMENT   (this   "Amendment") is entered into as
of this 27th day of July,   2006   ("Effective   Date") and amends the Voting Proxy
Agreement   executed   on August 25, 1995 by and between   Sumner M.   Redstone,   an
individual   ("Redstone"),   National   Amusements,   Inc.,   a Maryland   corporation
("NAI" and collectively with Redstone, the "Shareholders"), WMS Industries Inc.,
a   Delaware   corporation   (the   "Company"),   and Louis J.   Nicastro   and Neil D.
Nicastro,   individuals,   as amended by that   certain   First   Amendment to Voting
Proxy   Agreement   dated as of October 23,   2002 and that   certain   Amendment   to
Voting Proxy Agreement dated as of July 20, 2005 (the "Agreement").

                                    RECITALS

A.   Louis J.   Nicastro   has   previously   resigned   as Proxy   Holder   and Neil D.
Nicastro wishes to resign as Proxy Holder.

B. The parties   wish to amend the   Agreement to replace   Neil D.   Nicastro   with
Brian R. Gamache as the sole Proxy Holder.

                                    AGREEMENT

NOW,   THEREFORE,   in consideration of the mutual covenants   contained herein and
other good and valuable consideration, the parties agree as follows:

1. DEFINITION OF PROXY HOLDER.   The definition of "Proxy Holder" in Article 1 of
   the   Agreement   is hereby   deleted   in its   entirety   and   replaced   with the
   following:

   "Proxy Holder" means Brian R. Gamache,   President,   Chief Executive   Officer,
   and Director of the Company."

2. NOTICES.   Section 6.12 of t