SHARE PURCHASE AGREEMENT

Exhibit 2.2

CONTENTS  

1.  

Definitions  

2  

2.  

Sale  

3  

3.  

Purchase Price and Payment  

3  

4.  

Completion  

4  

5.  

Representations and Warranties  

5  

6.  

Liability  

5  

7.  

Post-Completion covenants  

5  

8.  

Confidentiality  

6  

9.  

Miscellaneous  

6  

10.  

Governing law and jurisdiction  

8  

ATTACHMENTS

Schedule  

1  

Warranties  

Schedule  

2  

Shareholders' Resolution on Dismissal and Appointment of Directors  

Schedule  

3  

PEM Right of Pledge Release Letter  

Schedule  

4  

IGT Resolution  

Schedule  

5  

POA Company  

Schedule  

6  

POA Purchaser  

Schedule  

7  

POA Vendor  

Schedule  

8  

Deed of Transfer  

The Parties:

I.      

Progressive Gaming International Corporation , a company organized and existing under the laws of the State of Nevada, United States of America, having its office at 920 Pilot Road, Las Vegas NV 89119, United States of America (the " Vendor ");

II.      

IGT-Europe B.V. , a company organized and existing under the laws of the Netherlands, having its registered seat in Amsterdam and having its office at Bijlmerstraat 30, 2131 HC Hoofddorp, the Netherlands, registered with the Commercial Register of the Chambers of Commerce ( Kamers van Koophandel ) under number 34077637 (the " Purchaser "), and

III.      

Private Equity Management Group Financial Corporation , a company organized and existing under the laws of the State of California, United States of America, having its office at One Park Plaza, Suite 550, Irvine CA 92614, United States of America (" PEM ").

Recitals:

A.      

The Vendor holds all shares in the capital of Progressive Gaming International (Netherlands) B.V., a private company with limited liability that is incorporated under the laws of the Netherlands, registered with the Commercial Register of the Chambers of Commerce ( Kamers van Koophandel ) under number 30119258 and whose registered seat is in De Meern, the Netherlands (the " Company ").

B.      

Pursuant to a notarial deed of first and second ranking pledge dated October 1, 2008 (the " Pledge Deed "), PEM has a first ranking right of pledge on 11,798 shares in the capital of the Company " PEM Right of Pledge ";

C.      

PEM and International Game Technology, a corporation organized and existing under the laws of the state of Nevada, United States of America (“ IGT ”), have entered into that certain Secured Party Assignment and Bill of Sale (the “ Bill of Sale ”), pursuant to which PEM intends to sell under Section 9610 of the New York Uniform Commercial Code to IGT or one of its subsidiaries certain assets of the Vendor and certain assets of the Vendor’s subsidiaries.

D.      

The Purchaser, an IGT group company, wishes to purchase the Shares (as defined below) from the Vendor and PEM is willing to release ( opzeggen ) the

1.      

Definitions

1.1.      

In this Agreement, the following words shall, unless the context requires otherwise or unless specified otherwise in this Agreement, have the following meanings:

Annexes  

the annexes to the Schedules;  

Agreement  

this agreement, including the Schedules and  

Annexes;  

Bill of Sale  

as defined in Recital C;  

Business Day  

means any day (other than a Saturday or  

Sunday) on which banks are open for normal  

banking business in Amsterdam, The  

Netherlands;

Cancellation Letter  

as defined in Clause 4.1.c;  

Civil-Law Notary  

Arnout Stroeve, a civil-law notary ( notaris ) at  

the Amsterdam offices of Houthoff Buruma N.V.  

or one of his deputies;  

Clause  

a clause in this Agreement;  

Company  

as defined in Recital A;  

Completion  

the consummation of the transaction  

contemplated by this Agreement in accordance  

with Clause 4;

Completion Date  

January 16, 2009 or another date to be agreed  

upon by the Parties;  

Deed of Pledge  

as defined in Recital B;  

Encumbrance  

any encumbrance or security interest  

whatsoever, including any mortgage, pledge,  

right of pre-emption, option, claim, right to  

acquire, conversion right, third party right, right  

of set-off, right of counterclaim, title retention,  

conditional sale arrangement or any other  

preferential right or agreement of similar effect,  

including any equivalent of any of the above in  

foreign law;  

IGT  

as defined in Recital C;  

Parties  

the Vendor, the Purchaser and PEM;  

PEM Right of Pledge  

as defined in Recital B;  

Purchase Price  

as defined in Clause 3.1;  

Schedules  

the schedules to this Agreement;  

Shareholders' Resolution  

as defined in Clause 4.1.b;  

Shares  

all issued and outstanding shares in the capital  

of the Company, being 18,152 shares with a  

nominal value of €1,- each, consecutively  

numbered from 1 to 18,152;  

Tax  

any taxation or social security contribution of  

any kind and any additional assessment, fine,  

cost and interests in relation thereto;  

Vendor Group  

the Vendor and the Vendor's group companies  

within the meaning of article 2:24b of the Dutch  

Civil Code, but excluding the Company; and  

Warranties  

the warranties set out in Schedule 1 .  

2.      

Sale

2.1.      

The Vendor hereby sells the Shares to the Purchaser and the Purchaser hereby purchases the Shares from the Vendor.

2.2.      

The Shares shall be transferred on the Completion Date in accordance with Clause 4.

3.      

Purchase Price and Payment

3.1.      

The Purchase Price for the Shares is US$2,538,000 (two million five hundred thirty eight thousand United States dollars) (the " Purchase Price ").

3.2.      

The Purchase Price shall be paid on the Completion Date in accordance with Clause 4.1.a.

4.      

Completion

4.1.      

Completion shall take place on the Completion Date at the Amsterdam offices of Houthoff Buruma N.V. by the Parties performing the following acts:

a.      

The Purchase Price is payable to the Vendor upon receipt by the Civil-Law Notary of all Completion Documents (as set out and defined in Clause 4.1.d below). The Vendor hereby directs the Purchaser to pay an amount of US$1,649,700 (one million six hundred forty nine thousand seven hundred United States dollars), which amount represents 65% of the Purchase Price directly to PEM, on its behalf, and an amount of $888,300 (eight hundred eighty eight thousand three hundred United States dollars), which amount represents 35% of the Purchase Price directly to the Vendor. The Purchase Price shall be paid in accordance with the terms and conditions of the Bill of Sale.

b.      

The Vendor, in its capacity as sole shareholder of the Company, shall dismiss the Vendor and Neil Crossan as the managing directors of the Company and shall appoint Mr. Paulus Johannes Cornelius Aloysius Karskens as the managing director of the Company by means of a shareholders' resolution, substantially in the same form as Schedule 2 (the " Shareholders' Resolution ").

c.      

Subject to the condition precedent of the execution of the Deed of Transfer (as defined below), PEM shall release ( opzeggen ) the PEM Right of Pledge by signing a cancellation letter, substantially in the same form as Schedule 3 (the " Cancellation Letter ").

d.      

The Parties or their legal counsels shall send the Civil-Law Notary by portal document format (pdf) the following (the " Completion Documents "):

(i)      

A duly executed copy of this Agreement;

(ii)      

A duly executed copy of the Shareholders' Resolution;

(iii)      

A duly executed copy of the Cancellation Letter;

(iv)      

A duly executed resolution of IGT approving the transfer of the Shares, substantially in the same form as Schedule 4 ;

(v)      

A duly signed power of attorney for acknowledgement of the transfer of the Shares by the Company, substantially in the same form as Schedule 5, and attached