0000350077-08-000020 Sample Contracts

WMS INDUSTRIES INC. Waukegan, IL 60085
WMS Industries Inc /De/ • July 3rd, 2008 • Miscellaneous manufacturing industries

Reference is made to the Executive Employment Agreement between you and WMS Industries Inc., dated February 18, 2005, as amended (the “Employment Agreement”). The Employment Agreement is hereby further amended as follows:

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WMS GAMING INC. Waukegan, IL 60085
WMS Industries Inc /De/ • July 3rd, 2008 • Miscellaneous manufacturing industries

Reference is made to the Employment Agreement between you and WMS Gaming Inc., dated September 7, 2005, as amended (the “Employment Agreement”). The Employment Agreement is hereby further amended as follows:

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • July 3rd, 2008 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Delaware

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) dated as of June 30, 2008 is by and among WMS INDUSTRIES INC., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined in the Credit Agreement referred to below) set forth on the signature page hereto, the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as agent for the Lenders (in such capacity, “Agent”).

WMS INDUSTRIES INC. Waukegan, IL 60085
WMS Industries Inc /De/ • July 3rd, 2008 • Miscellaneous manufacturing industries

Reference is made to the Executive Employment Agreement between you and WMS Industries Inc., dated February 18, 2005, as amended (the “Employment Agreement”). The Employment Agreement is hereby further amended as follows:

DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • July 3rd, 2008 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois

THIS DEFERRED COMPENSATION AGREEMENT (the "Agreement") is entered into this 27th day of January, 2007, by and between WMS INDUSTRIES, INC., a Delaware corporation (the "Employer") and Larry J. Pacey("Executive") and shall be effective as of February 1, 2007 (the “Effective Date”).

WMS INDUSTRIES INC. Waukegan, IL 60085
WMS Industries Inc /De/ • July 3rd, 2008 • Miscellaneous manufacturing industries

Reference is made to the Executive Employment Agreement between you and WMS Industries Inc., dated December 27, 2004 (the “Employment Agreement”). The Employment Agreement is hereby amended as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • July 3rd, 2008 • WMS Industries Inc /De/ • Miscellaneous manufacturing industries • Illinois

This Agreement is made as of the 7th day of September 2005 (the “Effective Date”), by and between WMS GAMING INC., a Delaware corporation, with offices at 800 S. Northpoint Boulevard, Waukegan, Illinois 60085 (hereinafter called the "Corporation") and Larry J. Pacey, an individual residing at 3002 Rennes Court, Northbrook, Illinois 60062 (hereinafter called "Employee").

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