REVOLVING NOTE

1.   Agreement to Pay . On or before May 9, 2006 (the " Maturity Date "), WMS INDUSTRIES INC., a Delaware corporation (" Borrower "), for value received, promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national banking association (collectively, together with any holder hereof, " Bank "), at the main office of Bank located at 135 South LaSalle Street, Chicago, Illinois 60603, the principal sum of FIFTY MILLION DOLLARS ($50,000,000) or, if less, the aggregate unpaid principal amount of all “Loans” (hereinafter defined) by Bank to Borrower and evidenced hereby.

2.   Definitions . Capitalized terms used herein, unless otherwise defined herein, shall have the following meanings:

“ Adjusted LIBOR ” shall mean a per annum rate equal to LIBOR plus the Applicable Margin.

“ Applicable Margin ” shall mean the rate per annum added to LIBOR as determined by the ratio of Senior Debt to EBITDA of Borrower for the prior four fiscal quarters ending on the most recent fiscal quarter, effective as of any Interest Rate Change Date, as set forth below:

“ Assumed Exposure ” shall mean an amount equal to eight percent (8.00%) multiplied by the aggregate face amount of all FX Transactions, such percentage subject to change by Bank in its sole discretion upon three days prior notice to Borrower.

“ Bank ” shall have the meaning set forth in the first section hereof.

“ Borrower ” shall have the meaning set forth in the first section hereof.

“ Business Day ” shall mean any day other than a Saturday, Sunday or a legal holiday on which banks are authorized or required to be closed for the conduct of commercial banking business in Chicago, Illinois.

“ Debt ” shall mean, at any time, (a) all capital lease obligations (as defined in accordance with GAAP) of Borrower, (b) all other debt, secured or unsecured, created, issued, incurred or assumed by Borrower for money borrowed or for the deferred purchase price of any fixed or capital asset, (c) indebtedness secured by any lien existing on property owned by Borrower whether or not the indebtedness secured thereby has been assumed, and (d) all obligations of Borrower with respect to letters of credit, banker acceptances and other extensions of credit whether or not representing obligations for borrowed money.

“ Default ” shall have the meaning set forth in Section 15 hereof.

“ Default Rate ” shall mean a floating per annum rate of interest equal to the Prime Rate plus two percent (2%).

“ Depreciation ” shall mean the total amounts added to depreciation and amortization, as reflected on Borrower’s financial statements and determined in accordance with GAAP.

“ EBIT ” shall mean, for any period, (a) the sum for such period of: (i) Net Income, plus (ii) Interest Charges, plus (iii) provisions for federal, state and foreign income tax (including the Illinois replacement tax, but excluding federal, state and foreign income tax benefits), plus (v) non-cash stock option/restricted stock charges (equity compensation), minus (b) income or loss attributable to equity in any non-consolidated affiliate or subsidiary, in each case to the extent included in determining Net Income for such period.

“ EBITDA ” shall mean, for any period, (a) the sum for such period of: (i) Net Income, plus (ii) Interest Charges, plus (iii) provisions for federal, state and foreign income tax (including the Illinois replacement tax, but excluding federal, state and foreign income tax benefits), plus (iv) Depreciation, plus (v) non-cash stock option/restricted stock charges, minus (b) income or loss attributable to equity in any non-consolidated affiliate or subsidiary, in each case to the extent included in determining Net Income for such period.

“ FX Obligations ” shall mean, at any time, an amount equal to the aggregate face amounts of all FX Transactions times the Assumed Exposure minus the sum of (i) the amount of any reductions in the original face amount of FX Transactions, (ii) the amount of any payments made by Bank pursuant to FX Transactions for which Borrower has reimbursed Bank, and (iii) the amount of any payments made by Bank pursuant to FX Transactions which have been converted to one or more Prime Loans.

“ FX Transactions ” shall mean all foreign exchange transactions between Borrower and Bank including, without limitation, options, forward contracts and spot contracts.

“ FX/LC Sublimit ” shall mean Five Million Dollars ($5,000,000).

“ GAAP ” shall mean generally accepted accounting principles, using the accrual basis of accounting and consistently applied.

“ Interest Charges ” shall mean, for any period, the sum of: (a) all interest, charges and related expenses payable with respect to that fiscal period to a lender in connection with borrowed money or the deferred purchase price of assets that are treated as interest in accordance with GAAP, plus (b) the portion of rent payable with respect to that fiscal period under capital leases that should be treated as interest in accordance with GAAP.

“ Interest Period ” shall mean, with regard to any LIBOR Loan, successive one, two, three or six month periods as selected from time to time by Borrower by notice given to Bank not less than two Business Days prior to the first day of each respective Interest Period; provided that: (i) each such Interest Period occurring after the initial Interest Period of any LIBOR Loan shall commence on the day on which the preceding Interest Period for such LIBOR Loan expires, (ii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, then the last day of such Interest Period shall occur on the immediately preceding Business Day; (iii) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month; (iv) the final Interest Period shall be such that its expiration occurs on or before the Maturity Date, and (v) if for any reason Borrower shall fail to select timely a period, then it shall be deemed to have selected a one-month period; provided, however, that if any Interest Period expires less than one month before the Maturity Date, then, for the period commencing on the expiration date of such Interest Period and ending on the Maturity Date, such LIBOR Loan shall automatically convert to a Prime Loan.

“ Interest Rate Change Date ” shall mean the date two (2) Business Days after the delivery to Bank of the quarterly or year-end financial statements of Borrower, which initial Change Date shall occur after the delivery to Bank of the financial statements of Borrower for the fiscal quarter ending March 31, 2005.

“ Letter(s) of Credit ” shall mean, individually and collectively, such letters of credit issued by Bank, in its sole discretion, upon the execution and delivery by Borrower and the acceptance by Bank of a Master Letter of Credit Agreement in Bank’s standard form and an application for Letter of Credit, as more particularly set forth herein.

“ Letter of Credit Obligations ” shall mean, at any time, an amount equal to the aggregate of the original face amounts of all Letters of Credit minus the sum of (i) the amount of any reductions in the original face amount of any Letter of Credit which did not result from a draw thereunder, (ii) the amount of any payments made by Bank with respect to any draws made under a Letter of Credit for which Borrower has reimbursed Bank, (iii) the amount of any payments made by Bank with respect to any draws made under a Letter of Credit which have been converted to a Revolving Loan as set forth herein, and (iv) the portion of any issued but expired Letter of Credit which has not been drawn by the beneficiary thereunder. For purposes of determining the outstanding Letter of Credit Obligations at any time, Bank's acceptance of a draft drawn on Bank pursuant to a Letter of Credit shall constitute a draw on the applicable Letter of Credit at the time of such acceptance.

“ LIBOR ” shall mean the rate of interest at which United States dollar deposits in an amount comparable to the amount of the relevant LIBOR Loan and for a period equal to the relevant Interest Period are offered generally to Bank in the London Interbank Eurodollar market at 11:00 a.m. (London time) two Business Days prior to the commencement of each Interest Period, or as LIBOR is otherwise determined by Bank in its sole and absolute discretion, such rate to remain fixed for such Interest Period. Bank's determination of LIBOR as provided herein shall be conclusive, absent manifest error.

“ LIBOR Loan(s) ” shall mean, individually and collectively, each portion of the outstanding principal amount hereof that bears interest at Adjusted LIBOR.

“ Loan(s) ” shall mean, individually and collectively, the Prime Loans, the LIBOR Loans, the Letter of Credit Obligations and the FX Obligations. Under no circumstances shall the aggregate outstanding amount of Loans exceed Fifty Million Dollars ($50,000,000).

“ Maturity Date ” has the meaning set forth in the first section hereof.

“ MDDR ” shall mean the aggregate amount of the maximum daily delivery risk of all FX Transactions.

“ MDDR Subli mit ” shall mean One Million Dollars ($1,000,000).

“ Net Income ” shall mean, with respect to Borrower for any period, the net income (or loss) of Borrower for such period as determined in accordance with GAAP, excluding (i) any extraordinary gains, (ii) any gains from discontinued operations, and (iii) any gains from the sale, lease, assignment or other transfer for value by Borrower to any entity (other than any subsidiary of Borrower) of any asset or right of Borrower (including, the loss, destruction or damage of any thereof or any actual or threatened condemnation, confiscation, requisition, seizure or taking thereof), other than (a) the disposition of any asset which is to be replaced, and is in fact replaced, within thirty (30) days with another asset performing the same or a similar function, or (b) the sale or lease of assets in the ordinary course of business.

“ Obligations ” shall mean any amount payable on this Note or on any other liability or obligation of Borrower to Bank for amounts due hereunder or under documents evidencing transactions contemplated by this Note, howsoever created, arising or evidenced, and howsoever owned, held or acquired, whether now or hereafter existing, whether now due or to become due, whether direct or indirect, or absolute or contingent, and whether several, joint or joint and several.

“ Prime Loan(s) ” shall mean, individually and collectively, each portion of the outstanding principal amount hereof that bears interest at the Prime Rate.

“ Prime Rate ” shall mean the rate which, at any time and from time to time, shall be the rate of interest then most recently announced by Bank as its prime rate which is not intended to be Bank's lowest or most favorable rate of interest at any one time. The effective date of any change in the Prime Rate shall for purposes hereof be the date the rate is changed by Bank. Bank shall not be obligated to give notice of any change in the Prime Rate.

“ Senior Debt ” shall mean the difference between Debt minus Subordinated Debt.

“ Subordinated Debt ” shall mean that portion of Borrower’s Debt which is subordinated to the Obligations in a manner satisfactory to Bank, and shall include Borrower’s 2.75% Convertible Subordinated Notes due 2010 .

“ Tangible Assets ” shall mean the total of all assets appearing on a balance sheet of Borrower prepared in accordance with GAAP (with Inventory being valued at the lower of cost or market), after deducting all proper reserves (including reserves for Depreciation) minus the sum of (i) goodwill, patents, trademarks, royalties, licenses, deposits, deferred charges and other personal property which is classified as intangible property in accordance with GAAP, and (ii) any amounts due from shareholders, affiliates, officers or employees of Borrower.

“ Tangible Net Worth ” shall mean at any time the total of Tangible Assets minus all liabilities of Borrower that would be shown as such on a balance sheet of Borrower prepared in accordance with GAAP, plus Subordinated Debt.

3.   Interest Rates . Subject to the terms and provisions of this Note, the principal amount of each advance outstanding hereunder shall bear interest, at Borrower's option from time to time of (i) the Prime Rate, or (ii) Adjusted LIBOR. From and after the date of any Default and the expiration of any applicable cure period, interest on funds outstanding hereunder shall accrue at the Default Rate. All interest and fees, if any, payable hereunder shall be computed for the actual number of days elapsed on the basis of a year consisting of three hundred sixty (360) days. Bank is authorized to rely on the oral or written loan requests, including telecopy or telegraphic loan requests, which Bank believes in its good faith judgment to emanate from a properly authorized representative of Borrower, whether or not that is in fact the case.

4.   Prime Loans . A request by Borrower for a Prime Loan must be received no later than 11:00 a.m. Chicago, Illinois time, on the day such Prime Loan (a) is to be advanced by Bank or (b) shall begin to bear interest at the Prime Rate. Interest on the unpaid principal balance of Prime Loans shall be payable, in arrears, beginning on October 1, 2005 and continuing on the first day of each month thereafter, and on the Maturity Date. Prime Loans may be prepaid in whole or in part, together with all accrued interest thereon to the date of such prepayment, at any time without premium or penalty.

5.   LIBOR Loans . Each LIBOR Loan must be in the minimum amount of $500,000.00 or an integral multiple thereof. A request by Borrower for a LIBOR Loan must be received by Bank no later than 11:00 a.m. Chicago, Illinois time, two Business Days before the Business Day on which such LIBOR Loan is to be funded. Interest on the unpaid principal balance of each LIBOR Loan shall accrue through, but not including, the last day of each Interest Period and shall be payable on (i) the last Business Day of the relevant Interest Period for each such LIBOR Loan (and, in the case of a LIBOR Loan having an Interest Period of six-months, on the last day of the third month of such Interest Period), (ii) the date of any principal repayment of the amount paid, (iii) at maturity of the Note, and (iv) after maturity (whether by acceleration or otherwise) on demand from Bank.

6.   Provisions Relating to LIBOR Loans .

(a)   Notwithstanding anything to the contrary contained herein, the principal balance of any LIBOR Loan may not be prepaid in whole or in part at any time. If, for any reason, a LIBOR Loan is paid prior to the last Business Day of any Interest Period, whether voluntary, involuntary, by reason of acceleration or otherwise, each such prepayment of a LIBOR Loan will be accompanied by the amount of accrued interest on the amount prepaid and any and all costs, expenses, penalties and charges incurred by Bank as a result of the early termination or breakage of a LIBOR Loan, plus the amount, if any, by which (i) the additional interest which would have been payable during the Interest Period on the LIBOR Loan prepaid had it not been prepaid, exceeds (ii) the interest which would have been recoverable by Bank by placing the amount prepaid on deposit in the domestic certificate of deposit market, the eurodollar deposit market, or other appropriate money market selected by Bank, for a period starting on the date on which it was prepaid and ending on the last day of the Interest Period for such LIBOR Loan. The amount of any such loss or expense payable by Borrower to Bank under this section shall be determined in Bank’s sole discretion based upon the assumption that Bank funded its loan commitment for LIBOR Loans in the London Interbank Eurodollar market and using any reasonable attribution or averaging methods which Bank deems appropriate and practical, provided, however, that Bank is not obligated to accept a deposit in the London Interbank Eurodollar market in order to charge interest on a LIBOR Loan at the LIBOR Rate.

(b)   If Bank determines in good faith (which determination shall be conclusive, absent manifest error) prior to the commencement of any Interest Period that (i) United States dollar deposits of sufficient amount and maturity for funding any LIBOR Loan are not available to Bank in the London Interbank Eurodollar market in the ordinary course of business, or (ii) by reason of circumstances affecting the London