COMMON STOCK PURCHASE WARRANT

                                                                                                                                   Exhibit 10.2

THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ 1933 ACT ”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

This certifies that, for good and valuable consideration, WMS Industries Inc., a Delaware corporation (the “ Company ”), grants to HASBRO, INC. (“Hasbro” or the “ Warrantholder ”), the right to subscribe for and purchase from the Company the number of validly issued, fully paid and nonassessable shares (the “ Warrant Shares ”) of the Company’s Common Stock, par value $0.50 per share (the “ Common Stock ”) determined pursuant to the schedule set forth in Section 1 below, at the purchase price per share of $30.03 (the “ Exercise Price ”), from time to time after vesting of the Warrant pursuant to Section 1 below and before 5:00 PM Eastern Standard Time on the Expiration Date (as defined below), all subject to the terms, conditions and adjustments herein set forth. “Expiration Date” means December 31, 2018 or, solely in the event that the term of that certain Gaming Device License Agreement dated as of April 1, 2009 between Hasbro and WMS Gaming Inc. (the “ License Agreement ”) is extended for the Extension Term (as defined in the License Agreement), December 31, 2021.

1.   Duration and Exercise of Warrant; Limitation on Exercise; Payment of Taxes.

1.1.   Warrant Shares.  The number of Warrant Shares, if any, purchasable  under this Warrant shall be determined based on the date by which Hasbro executes and delivers to the Company an unqualified written consent to an assignment of the License Agreement (including, without limitation, “assignment” or “Constructive Assignment” (as such terms are defined in section 20.1 of the Basic Terms of such Agreement)) (an “ Assignment ”), if such consent is requested by the Company and timely delivered by Hasbro as follows:

1.1.   Vesting .  The Warrant shall vest with respect to the number of Warrant Shares determined pursuant to Section 1.1 solely upon the consummation of an Assignment for which Hasbro has executed and delivered an unqualified written consent.

1.2.   Duration and Exercise of Warrant .  Subject to the terms and conditions set forth herein, the Warrant may be exercised, in whole or in part, by the Warrantholder by:

1.2.1.   the delivery of this Warrant to the Company, with a duly executed Exercise Form attached as Exhibit A hereto specifying the number of vested Warrant Shares to be purchased, prior to the Expiration Date; and

1.2.2.   the delivery of payment to the Company, for the account of the Company, by cash, by wire transfer of immediately available funds or by certified or bank cashier’s check, of the Exercise Price for the number of vested Warrant Shares specified in the Exercise Form in lawful money of the United States of America.  The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for the Warrant Shares as aforesaid.

1.3.   Conversion of Warrant .

1.3.1.     Right to Convert .  In addition to, and without limiting, the other rights of the Warrantholder hereunder, the Warrantholder shall have the right (the " Conversion Right ") to convert this Warrant or any part hereof into Warrant Shares at any time and from time to time to the extent that this Warrant has vested and prior to the Expiration Date. Upon exercise of the Conversion Right, the Company shall deliver to the Warrantholder, without payment by the Warrantholder of any Exercise Price or any cash or other consideration, that number of Warrant Shares computed using the following formula:

1.4.   Warrant Shares Certificate .  A stock certificate or certificates for the Warrant Shares specified in the Exercise Form shall be delivered to the Warrantholder within three (3) Business Days after receipt of the Exercise Form and receipt of payment of the exercise price.  If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the stock certificate or certificates, deliver to the Warrantholder a new Warrant evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all other respects be identical to this Warrant.

1.5.   Payment of Taxes .  The issuance of certificates for Warrant Shares shall be made without charge to the Warrantholder for any stock transfer or other issuance tax or other incidental expense of issuance; provided , however , that the Warrantholder shall be required to pay any and all taxes which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the Warrantholder as reflected upon the books of the Company.

2.   Warrantholder Representations and Warranties; Restrictions on Transfer; Restrictive Legends .

2.1.   The Warrantholder represents and warrants that:

2.1.1.   The Warrantholder (i) is acquiring this Warrant, and (ii) upon exercise of this Warrant will acquire the Warrant Shares (this Warrant and the Warrant Shares collectively are referred to herein as the “ Securities ”) for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act.

2.1.2.   The Warrantholder is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D under the 1933 Act.

2.1.3.   The Warrantholder understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Warrantholder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Warrantholder set forth herein in order to determine the availability of such exemptions and the eligibility of the Warrantholder to acquire the Securities.

2.1.4.   The Warrantholder has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities that have been requested by the Warrantholder.

2.1.5.   The Warrantholder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

2.1.6.   The Warrantholder understands that (i) the Securities have not been and are, except as provided in Section 8 hereof, not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned, pledged or transferred or otherwise disposed of unless (A) subsequently registered thereunder, (B) the Warrantholder shall have delivered to the Company an opinion of counsel, in form and substance reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Warrantholder provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (“ Rule 144 ”); and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) thereunder.

2.1.7.   The Warrantholder shall not sell, assign or otherwise transfer, pledge or hypothecate all or part of this Warrant without the prior written consent of the Company; provided that (x) any such sale, assignment or other transfer by the Warrantholder of the Warrant in its entirety to an entity owned or controlled by the Warrantholder (but only for so long as it remains so owned or controlled and such entity agrees (i) to be bound by the terms and conditions of this Warrant pursuant to an agreement reasonably acceptable to the Company (an " Assumption Agreement ") and (ii) to transfer this Warrant back to the Warrantholder if it ceases to be owned or controlled by the Warrantholder), and (y) any such sale, assignment or other transfer by the Warrantholder of the Warrant in its entirety to the successor to the Warrantholder or substantially all of Warrantholder’s assets or business in connection with (i) the merger, consolidation or reorganization of the Warrantholder or (ii) the sale, assignment, transfer or other disposition of all or substantially all of the Warrantholder's assets or business in one or more related transactions, provided that any transferee described in this clause (y) executes an Assumption Agreement, may be effected without any such consent.

2.1.8.   Except as otherwise agreed to by the Company, each Warrant shall be stamped or otherwise imprinted with a legend in substantially the following form:

THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

2.1.9.   Except with respect to the restrictions set forth in Section 2.1.7 above, the restrictions imposed under this Section 2 upon the transferability of the Warrant and the shares of Common Stock acquired upon the exercise of this Warrant shall cease when (i) the Warrant Shares have been sold pursuant to a registration statement that is effective under the 1933 Act, (ii) the Company is presented with an opinion of counsel reasonably satisfactory to the Company that such restrictions are no longer required in order to insure compliance with the 1933 Act or with a Commission "no-action" letter stating that future transfers of such securities by the transferor or the contemplated transferee would be exempt from registration under the 1933 Act, or (iii) such securities may be transferred by the holder in accordance with Rule 144 without the holder being deemed an underwriter of such securities within the meaning of Section 2(a)(11) of the 1933 Act.  When such restrictions terminate, the Company shall, or shall instruct its transfer agent to, promptly, and without expense to the holder issue new securities in the name of the holder not bearing the legends required under this Section 2.

2.1.10.   At the Warrantholder’s option, this Warrant may be exchanged for one or more other Warrants representing the right to purchase a like aggregate number of shares of Common Stock upon surrender of such Warrant(s) to the Company as is represented by this Warrant; provided, however, that this Warrant shall not be exchanged for other Warrants unless each such new Warrant represents the right to purchase at least 50,000 shares of Common Stock. Whenever this Warrant is so surrendered to the Company for exchange, the Company shall execute and deliver the Warrants which the Warrantholder is entitled to receive. All Warrants issued upon any registration of transfer or exchange of Warrants shall be the valid obligations of the Company, evidencing the same rights, and entitled to the same benefits, as the Warrants surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange of this Warrant.

3.   Company Representations and Warranties .

The Company hereby represents and warrants as follows:

3.1.   All Warrant Shares that are issued upon the exercise of this Warrant will, upon issuance, be validly issued, fully paid, and nonassessable, not subject to any preemptive rights, and free from all taxes, liens, security interests, charges, and other encumbrances with respect to the issue thereof, other than taxes with respect to any transfer occurring contemporaneously with such issue.

3.2.   During the period within which this Warrant may be exercised, the Company will at all times have authorized and reserved, and keep available free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant.

3.3.   This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting the enforcement of creditors’ rights.

3.4.   The execution, delivery and/or performance by the Company of this Warrant shall not, by the lapse of time, the giving of notice or otherwise, constitute a violation of any applicable law or a breach of any provision contained in the Company's Certificate of Incorporation (as amended, restated or otherwise modified) or Bylaws (as amended, restated or otherwise modified) or contained in any agreement, instrument or document to which the Company is a party or by which it is bound.

3.5.   No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the valid issuance of the Warrant or for the performance of any of the Company's obligations hereunder, except in connection with listing of the Warrant Shares on the New York Stock Exchange, which listing will be effected in accordance with the rules and regulations of the New York Stock Exchange and in connection with the registration of the Warrant Shares under the 1933 Act as provided in Section 8.

3.6.   The Company, at its expense, will take all such action as may be necessary to assure that the Common Stock issuable upon the exercise of this Warrant may be so issued without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange or automated quotation system upon which any capital stock of the Company may be listed or quoted, as the case may be. Such action by the Company may include, but not be limited to, causing such shares to be duly registered or approved, listed or quoted on relevant domestic securities exchanges or automated quotation systems.

4.   Loss or Destruction of Warrant .

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of such indemnification as the Company may require, and, in the case of such mutilation, upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant of like tenor.

5.   Ownership of Warrant .

The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof (notwithstanding any notations of ownership or writing thereon made by anyone other than the Company) for all purposes and shall not be affected by any notice to the contrary.

6.   Certain Adjustments .

6.1.   The number of Warrant Shares purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment as follows:

6.1.1.   Stock Dividends, etc .  If at any time after the date of the issuance of this Warrant (i) the Company shall fix a record date for the issuance of any stock dividend payable in shares of Common Stock or (ii) the number of shares of Common Stock shall have been increased by a subdivision or split-up of shares of Common Stock, then, on the record date fixed for the determination of holders of Common Stock entitled to receive such dividend or immediately after the effective date of such subdivision or split up, as the case may be, the number of shares to be delivered upon exercise of this Warrant will be increased so that the Warrantholder will be entitled to receive the number of shares of Common Stock that such Warrantholder would have owned immediately following such action had this Warrant been exercised in full immediately prior thereto, and the Exercise Price will be adjusted as provided below in Section 6.1.5.

6.1.2.   Combination of Stock .  If the number of shares of Common Stock outstanding at any time after the date of the issuance of this Warrant shall have been decreased by a combination of the outstanding shares of Common Stock, then, immediately after the effective date of such combination, the number of shares of Common Stock to be delivered upon exercise of this Warrant will be decreased so that the Warrantholder thereafter will be entitled to receive the number of shares of Common Stock that such Warrantholder would have owned immediately following such action had this Warrant been exercised in full immediately prior thereto, and the Exercise Price will be adjusted as provided below in Section 6.1.5.

6.1.3.   Reorganization, Merger, etc .  If any capital reorganization of the Company, any recapitalization or reclassification of the Common Stock, any consolidation of the Company with or merger of the Company with or into any other person, or any sale or lease or other transfer of all or substantially all of the assets of the Company to any other person (each, a “ Transaction ”), shall be effected in such a way that the holders of Common Stock shall be entitled to receive stock, other securities or assets (whether such stock, other securities or assets are issued or distributed by the Company or another person) with respect to or in exchange for Common Stock, then, upon exercise of this Warrant, the Warrantholder shall have the right to receive the kind and amount of stock, other securities or assets receivable upon such Transaction by a holder of the number of shares of Common Stock that such Warrantholder would have been entitled to receive upon exercise of this Warrant had this Warrant been exercised in full immediately before such Transaction.  This section shall apply to successive reorganizations, reclassifications, recapitalizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the exercise of this Warrant.

6.1.4.   Carryover .  Notwithstanding any other provision of this Section 6.1, no adjustment shall be made to the number of shares of Common Stock to be delivered to the Warrantholder (or to the Exercise Price) if such adjustment represents less than 1% of the number of shares to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of shares to be so delivered.

6.1.5.   Exercise Price Adjustment .  Whenever the number of Warrant Shares purchasable upon the exercise of this Warrant is adjusted as provided in this Section 6, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

6.1.6.   Antidilution Provisions.

(a)   Definitions . For purposes of this Section 6.1.6 the following definitions shall apply:

(i) If shares of Common Stock are being sold pursuant to a public offering under an effective registration statement under the 1933 Act which has been declared effective by the Commission and Fair Market Value is being determined as of the closing of the public offering, the "per share price to public" specified for such shares in the final prospectus for such public offering;