Amendment No. 1 to SC 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O684HJfLTn4zp9ZBPqieuFqjNKKY0gsJfV4BmuwLNMfBHQ4p4ZHzXPvFS1pCKKzt qgUcAJRyrDFcC90tO8BQQw== 0001193125-06-060019.txt : 20060321 0001193125-06-060019.hdr.sgml : 20060321 20060321171109 ACCESSION NUMBER: 0001193125-06-060019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060321 DATE AS OF CHANGE: 20060321 GROUP MEMBERS: GHW ENTERPRISES,LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: White Gehrig H CENTRAL INDEX KEY: 0001340900 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 704-849-0860 X101 MAIL ADDRESS: STREET 1: C/O POKERTEK, INC. STREET 2: 1020 CREWS ROAD, SUITE J CITY: MATTHEWS STATE: NC ZIP: 28106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POKERTEK INC CENTRAL INDEX KEY: 0001302177 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81341 FILM NUMBER: 06701884 BUSINESS ADDRESS: STREET 1: 1020 CREWS ROAD STREET 2: SUITE J CITY: MATTHEWS STATE: NC ZIP: 28106 BUSINESS PHONE: 7048490867 MAIL ADDRESS: STREET 1: 1020 CREWS ROAD STREET 2: SUITE J CITY: MATTHEWS STATE: NC ZIP: 28106 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 1 TO SC 13D Amendment No. 1 to SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Amendment No. 1

(Rule 13d-101)

Information To Be Included In Statements Filed

Pursuant To Rule 13d-1(a) And

Amendments Thereto Filed Pursuant To Rule 13d-2(a)*

PokerTek, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

730864105

(CUSIP Number)

Gehrig H. White

c/o PokerTek, Inc.

1020 Crews Road, Suite J

Matthews, North Carolina 28106 (704) 849-0860

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 28, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 730864105


1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Gehrig H. White
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6	Citizenship or Place of Organization U.S.


Number of Shares Beneficially Owned by Each Reporting Person With		7 Sole Voting Power 2,273,900
		8 Shared Voting Power 0
		9 Sole Dispositive Power 2,273,900
		10 Shared Dispositive Power 0


11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,273,900
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).	¨
13	Percent of Class Represented by Amount in Row (11) 24.0%
14	Type of Reporting Person (See Instructions) IN

CUSIP No. 730864105


1	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) GHW Enterprises, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6	Citizenship or Place of Organization North Carolina


Number of Shares Beneficially Owned by Each Reporting Person With		7 Sole Voting Power 2,273,900
		8 Shared Voting Power 0
		9 Sole Dispositive Power 2,273,900
		10 Shared Dispositive Power 0


11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,273,900
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13	Percent of Class Represented by Amount in Row (11) 24.0%
14	Type of Reporting Person (See Instructions) OO

CUSIP No. 730864105

The statement on Schedule 13D filed on January 31, 2006 relating to the common stock, no par value (the “Common Stock”) of PokerTek, Inc., a North Carolina corporation (the “Company”), is hereby amended as set forth below by this Amendment No. 1 to the Schedule 13D. Except as amended herein, the initial Schedule 13D remains in full force and effect and shall be read together with this Amendment No. 1. Only those Items that are amended pursuant to this Amendment No. 1 are reported herein.

Item 4.

Purpose of the Transaction

Item 4 of the statement on Schedule 13D is hereby amended and restated as follows:

Gehrig H. White, the Company’s Chief Executive Officer and a director, is one of three founders of the Company. For estate planning reasons Mr. White has chosen to hold his shares of the Common Stock through GHW Enterprises, LLC.

In the course of its business, the Company was introduced to representatives of Aristocrat International Pty. Limited, a wholly owned subsidiary and affiliate of Aristocrat Leisure Limited, a leading global provider of gaming solutions (collectively, “Aristocrat”). The Company and Aristocrat discussed the possibility of Aristocrat becoming a distributor of the Company’s products. During the course of these discussions, Aristocrat indicated its desire to acquire an ownership interest in the Company of at least ten percent (10%) of the issued and outstanding shares of Common Stock. The Company’s representatives indicated that the Company was not interested in issuing additional shares of Common Stock and thereby diluting the ownership interests of its existing shareholders.

Aristocrat and the Company discussed whether Aristocrat might be successful in purchasing shares of Common Stock from one or more of the Company’s existing shareholders. Subsequently, representatives of the Company introduced Aristocrat representatives to representatives of WPT Enterprises, Inc. (“WPTE”). Mr. White and the two other founders of the Company also considered selling shares of Common Stock to Aristocrat in order to provide Aristocrat with the approximate 10% ownership interest in the Company that it desired in connection with becoming a distributor of the Company’s products.

On January 20, 2006, the Company entered into an international distribution rights agreement with Aristocrat (the “Distribution Agreement”). The term of the Distribution Agreement was for a period of six months, beginning on the commencement date (January 20, 2006). The Distribution Agreement provided for the automatic extension of its term to ten years if Aristocrat entered into and completed one or more securities purchase agreements that provide for the purchase by Aristocrat of an aggregate of 946,800 shares (approximately 10%) of the issued and outstanding Common Stock.

In order to facilitate the acquisition by Aristocrat of the additional shares of Common Stock needed to trigger the extension of the Distribution Agreement, Mr. White, the two other founders of the Company and WPTE separately negotiated with Aristocrat for the sale of an aggregate of 946,800 shares of Common Stock. As of February 28, 2006, GHW Enterprises, LLC, which is managed by Mr. White, executed a securities purchase agreement with Aristocrat and completed the sale to Aristocrat of 105,600 shares of Common Stock pursuant to the securities purchase agreement.

This Amendment No. 1 to Schedule 13D will be the final amendment to this Schedule 13D. Mr. White and GHW Enterprises, LLC will report their holdings on Schedule 13G on a going forward basis unless and until they become subject to the reporting requirements of Schedule 13D. Mr. White and GHW Enterprises, LLC have no current intention to act in concert with anyone with respect to any additional purchases or sales of shares of Common Stock. As of the date of filing of this Amendment No. 1 to Schedule 13D, Mr. White is considering making one or more gifts of up to an aggregate of 100,000 shares of the Common Stock held by GHW Enterprises, LLC to one or more third-party individuals. Other than as set forth herein, Mr. White and GHW Enterprises, LLC do not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to this Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

Item 5 of the statement on Schedule 13D is hereby amended and restated as follows:

Gehrig H. White

(a)

Aggregate number of shares of Common Stock beneficially owned: 2,273,900

Percentage: 24.0%

(b)

Sole power to vote or direct the vote: 2,273,900

Shared power to vote or direct the vote: 0

Sole power to dispose or direct the disposition: 2,273,900

Shared power to dispose or direct the disposition: 0

(c)

As of February 28, 2006, GHW Enterprises, LLC, which is controlled by Mr. White, executed a securities purchase agreement with Aristocrat and, in conjunction therewith, completed the sale of 105,600 shares of Common Stock to Aristocrat in return for a cash sum of $959,523.84. The transaction was completed in New South Wales, Australia. Mr. White has not effected any other transactions in the past sixty days with respect to the Common Stock.

(d)

None.

(e)

Not applicable.

GHW Enterprises, LLC

(a)

Aggregate number of shares of Common Stock beneficially owned: 2,273,900

Percentage: 24.0%

(b)

Sole power to vote or direct the vote: 2,273,900

Shared power to vote or direct the vote: 0

Sole power to dispose or direct the disposition: 2,273,900

Shared power to dispose or direct the disposition: 0

(c)

As of February 28, 2006, GHW Enterprises, LLC, which is controlled by Mr. White, executed a securities purchase agreement with Aristocrat and, in conjunction therewith, completed the sale of 105,600 shares of Common Stock to Aristocrat in return for a cash sum of $959,523.84. The transaction was completed in New South Wales, Australia. GHW Enterprises, LLC has not effected any other transactions in the past sixty days with respect to the Common Stock.

(d)

None.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the statement on Schedule 13D is hereby amended and restated as follows:

Other than the Joint Filing Agreement incorporated by reference as Exhibit 1 to this Amendment No. 1 to Schedule 13D, and otherwise as described below, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among Mr. White and GHW Enterprises, LLC and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Mr. White has entered into an agreement with Feltl and Company (a “Lock-up Agreement”) that, for a period of 180 days from October 13, 2005, generally forbids him from offering, selling, assigning, transferring, pledging, contracting to sell or otherwise disposing of or hedging any shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock which he controls. Feltl and Company may, in its sole discretion,

at any time without prior notice, release all or any portion of the shares of Common Stock from the restrictions in the Lock-up Agreement. With respect to the sale completed pursuant to the securities purchase agreement between Aristocrat and GHW Enterprises, LLC, Feltl and Company waived the restrictions on transfer with respect to the 105,600 shares of Common Stock that were sold pursuant to such securities purchase agreement and Aristocrat agreed to be bound by the transfer restrictions in the Lock-up Agreement.

Mr. White, through his estate planning entity GHW Enterprises, LLC, executed a securities purchase agreement with Aristocrat as of February 28, 2006 and, in conjunction therewith, completed the sale of 105,600 shares of Common Stock to Aristocrat in return for a cash sum of $959,523.84. This securities purchase agreement is attached to this Amendment No. 1 to Schedule 13D as Exhibit 2.

The disclosure of the relationship between Mr. White and GHW Enterprises, LLC in Items 1 and 2 in the original statement on Schedule 13D is incorporated herein by reference. The disclosure in Item 4 regarding the negotiation and execution of the securities purchase agreement with Aristocrat is also incorporated herein by reference.

Item 7. Material to be filed as Exhibits

Item 7 of the statement on Schedule 13D is hereby amended and restated as follows:


Exhibit No.		Description

1		Joint Filing Agreement, dated January 30, 2006, by and between Gehrig H. White and GHW Enterprises, LLC, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit No. 1 to statement on Schedule 13D filed by Gehrig H. White and GHW Enterprises, LLC on January 31, 2006).

2		Stock Purchase Agreement, dated as of February 28, 2006, by and between Aristocrat International Pty. Limited and GHW Enterprises, LLC.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.


Date: March 21, 2006				GEHRIG H. WHITE

				/s/ Gehrig H. White
				Gehrig H. White


						GHW ENTERPRISES, LLC

						By:		/s/ Gehrig H. White
								Gehrig H. White, its Manager

EXHIBIT INDEX


Exhibit No.		Description

1		Joint Filing Agreement, dated January 30, 2006, by and between Gehrig H. White and GHW Enterprises, LLC, pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit No. 1 to statement on Schedule 13D filed by Gehrig H. White and GHW Enterprises, LLC on January 31, 2006).

2		Stock Purchase Agreement, dated as of February 28, 2006, by and between Aristocrat International Pty. Limited and GHW Enterprises, LLC.

EX-2 2 dex2.htm STOCK PURCHASE AGREEMENT Stock Purchase Agreement

Exhibit 2

STOCK PURCHASE AGREEMENT

DATED AS OF FEBRUARY 28, 2006

BY AND BETWEEN

ARISTOCRAT INTERNATIONAL PTY. LIMITED

AND

GHW ENTERPRISES, LLC

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of this 28th day of February, 2006, by ARISTOCRAT INTERNATIONAL PTY. LIMITED (ABN 46 000 148 158), a company organized under the laws of Australia (“Buyer”), and GHW ENTERPRISES, LLC a North Carolina limited liability company (“Shareholder”). Capitalized terms not otherwise defined in the text of this Agreement shall have the meanings set forth in the Annexure concerning definitions.

WHEREAS, Shareholder is the holder of shares in PokerTek, Inc. (the “Company”) (the “Company’s Common Stock”)

WHEREAS, Buyer desires to purchase and Shareholder desires to sell upon the terms and conditions hereinafter set forth one hundred and five thousand six hundred (105,600) shares of the Company’s Common Stock (the “Shares”).

NOW, THEREFORE, for and in consideration of the premises and of the mutual agreements, representations, warranties, provisions and covenants herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF SHARES

1.1.

Generally. Subject to the terms and conditions set forth in this Agreement, Buyer agrees to purchase and Shareholder agrees to sell, convey, assign, transfer and deliver to Buyer the Shares for the Purchase Price.

1.2.

Purchase Price. The purchase price (the “Purchase Price”) for the Shares shall be payable in United States dollars upon the Closing Date. The Purchase Price shall equal the product obtained by multiplying (x) the total number of the Shares by (y) the average daily closing price of the Company’s Common Stock on the Nasdaq National market during the thirty (30) consecutive trading days immediately preceding the 20^th day of January, 2006. The Parties agree that the Purchase Price payable on the Closing Date will be an amount of USD 959,523.84.

1.3

Payment of the Purchase Price. The Purchase Price shall be paid to the Shareholder in cash (the “Cash Payment”) by wire transfer of immediately available funds to accounts designated by Shareholder.

ARTICLE II

CLOSING

2.1.

Closing Date. The closing of the purchase and sale provided for herein (the “Closing”) shall take place on or before 5:00 p.m., North Carolina time, on 28 February, 2006 at the offices of the Company, or at such other place, time or date as may hereafter be mutually agreed upon in writing by the parties or as results from the provisions of this Agreement (the “Closing Date”).

2.2.

Action by Buyer. Subject to the terms and conditions herein contained, on the Closing Date, Buyer shall deliver to Shareholder, among the other deliveries required by this Agreement, in payment of the Purchase Price for the Shares, the Cash Payment.

2.3.

Action by Shareholder. Subject to the terms and conditions herein contained, on the Closing Date, Shareholder shall deliver to Buyer, among the other deliveries required by this Agreement, an assignment and bill of sale transferring the Share(the “Assignment and Bill of Sale”). Immediately following the Closing, Shareholder will take such actions as are necessary to cause the Company’s transfer agent to issue a stock certificate representing the Shares in the name of Buyer.

ARTICLE III

REPRESENTATIONS AS TO THE SHAREHOLDER

Shareholder hereby represents and warrants to Buyer that all of the following representations and warranties are true and correct on the date hereof and as of the Closing Date as though made on the Closing Date..

3.1.

Authorization. This Agreement has been duly executed and delivered by Shareholder and constitutes the valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms. Shareholder has full corporate power, capacity and authority to execute this Agreement, and all other agreements and documents contemplated hereby.

3.2.

Organization, Existence and Good Standing of the Shareholder. The Shareholder is a limited liability company duly organized, validly existing and in good standing under the laws of the state of North Carolina.

3.3.

Capital Stock of the Company. Shareholder owns the Shares free and clear of any Liens (excluding restrictions imposed by a certain Lock-Up Agreement between Shareholder and Feltl and Company). Shareholder is the lawful recorded and beneficial owner of the Shares. Upon the delivery of the Shares to Buyer, Buyer will acquire the beneficial and legal, valid, and indefeasible title to such Shares, free and clear of all Liens and restrictions on transfer except for restrictions on transfer pursuant to federal and state securities laws.

ARTICLE IV

REPRESENTATIONS OF BUYER

Buyer represents and warrants to Shareholder that all of the following representations and warranties set forth in this Agreement are true and correct at the time of the Closing.

4.1.

Due Organization. Buyer is duly organized, validly existing and in good standing under the laws of Australia, has the corporate power to own its properties and to carry on its business as now being conducted.

4.2.

Validity of Obligations. The execution and delivery of this Agreement by Buyer and the performance by Buyer of the transactions contemplated therein have been duly and

validly authorized by the Board of Directors of Buyer, and this Agreement has been duly and validly authorized by all necessary corporate action, duly executed and delivered at or prior to the Closing and shall be the legal, valid and binding obligations of Buyer, enforceable against it in accordance with its’ terms.

4.3.

Authorization. The representatives of Buyer executing this Agreement have the corporate authority to enter into and to bind Buyer to the terms of this Agreement. Buyer has the full legal right, power and authority to enter into this Agreement.

4.4.

Investment Representations.

(a)

Buyer is acquiring the Shares for investment for its own account and not with a view to, or for resale in connection with, the distribution thereof in contravention of securities laws.

(b)

Buyer’s knowledge and experience in financial and business matters are such that it is capable of evaluating the merits and risks of its acquisition of the Shares.

(c)

Buyer’s financial condition is such that it can afford to bear the economic risk of holding the Shares for an indefinite period of time and has adequate means for providing for its current needs and contingencies and to suffer a complete loss of its investment in the Shares.

(d)

Buyer is an “accredited investor” as defined in Rule 501 under the 1933 Act. Buyer has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of purchasing the Shares.

(e)

Buyer understands that (i) the Shares have not been registered under the 1933 Act or other applicable securities laws, (ii) the Shares may need to be held indefinitely, and the Buyer must continue to bear the economic risk of the investment in the Shares unless they are subsequently registered under the 1933 Act or an exemption from such registration is available, (iii) when and if the Shares may be disposed of without registration in reliance on Rule 144 promulgated under the 1933 Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule, and Buyer may have to deliver an opinion of counsel to the Company reasonably acceptable to the Company in form, substance and scope to the effect that the Shares to be sold or transferred may be sold or transferred under an exemption from such registration, and (iv) if the Rule 144 exemption is not available, public sale without registration will require compliance with an exemption under the 1933 Act.

(f)

Buyer understands that the Shares are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from Shareholder in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.

(g)

Buyer understands that the Shares shall bear a restrictive legend in accordance with the requirements of the 1933 Act.

ARTICLE V

CONDITIONS PRECEDENT TO CLOSING

5.1.

Conditions Precedent to Buyer’s Obligation to Close. Buyer’s obligation to purchase the Shares pursuant to this Agreement and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

(a)

Accuracy of Representations. Each of Shareholder’s representations and warranties in this Agreement , were accurate in all material respects as of the date of this Agreement, and are accurate in all material respects as of the Closing Date as if made on the Closing Date.

(b)

Shareholder’s Performance. All of the covenants and obligations that Shareholder is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), have been duly performed and complied with in all material respects. Each document required to be delivered pursuant to this Agreement and such other documents as Buyer may reasonably request for the purpose of facilitating the consummation or performance of this Agreement.

(c)

Consents. All consents, if any, required in connection with the consummation of this Agreement have been obtained and are in full force and effect.

(d)

Due Diligence Investigation. Buyer shall be completely satisfied, in its sole discretion, with its due diligence review of the operational, financial performance and forecasts of the Company and that the representations and warranties provided to Buyer pursuant to this Agreement are true and correct. Buyer will commence due diligence immediately upon execution of this Agreement and Shareholder shall procure that the Company shall fully cooperate with Buyer in connection with the conduct of the due diligence by Buyer. Buyer will complete the due diligence as soon as reasonably practicable and in any event, not later than 20 February, 2006. Buyer will notify Shareholder if Buyer considers the results of its due diligence review to be unsatisfactory.

(f)

Probity Checks. The Regulatory and Compliance Committee of Buyer and the executive management of Buyer shall be completely satisfied, in their sole discretion, with the results of such probity checks as Buyer, in its sole discretion, considers necessary to satisfy Buyer that there is no derogatory information in respect of Shareholder or the Company that will jeopardize Buyer’s operations or contemplated operations in the eyes of any governmental or regulatory agency.

5.2.

Conditions Precedent to Shareholder’s Obligation to Close Shareholder’s obligation to sell the Shares and to take the other actions required to be taken by Shareholder at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Shareholder in whole or in part):

(a)

Accuracy of Representations. Each of Buyer’s representations and warranties in this Agreement, was accurate in all material respects as of the date of this Agreement and is accurate in all material respects as of the Closing Date as if made on the Closing Date.

(b)

Buyer’s Performance. All of the covenants and obligations that Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing, and each of these covenants and obligations (considered individually), have been performed and complied with in all material respects. Buyer has made the closing deliveries pursuant to this Agreement and the cash payment required to be made pursuant to this Agreement.

ARTICLE VI

CLOSING DELIVERIES BY BUYER

6.1.

Closing Delivery by Buyer. At or prior to the Closing, Buyer shall deliver the following to Shareholder, (i) the Cash Payment, and (ii) this Agreement executed by the Buyer.

ARTICLE VII

CLOSING DELIVERIES OF SHAREHOLDER

At or prior to the Closing, Shareholder shall deliver the following to Buyer:

7.1.

Assignment and Bill of Sale. The Assignment and Bill of Sale.

7.2.

Consents and Approvals. All materially necessary consents of and filings with any Agency or any third party relating to the consummation of the transactions contemplated herein.

ARTICLE VIII

INDEMNIFICATION

8.1.

General Indemnity.

(a)

Shareholder hereby agrees to defend, indemnify and hold harmless Buyer and its directors, officers, employees, representatives, agents and attorneys (each, an “Indemnified Party”) from Buyer Losses caused by, resulting from or arising out of:

(i)

breaches of representations hereunder by Shareholder or failure by Shareholder to perform or otherwise fulfill any undertaking or other agreement or obligation hereunder, or to perform its’ covenants set forth in this Agreement or in any other agreement or document executed in connection with the transactions contemplated hereby;

(ii)

any and all actions, suits, proceedings, claims and demands incident to any of the foregoing or such indemnification.

(b)

Buyer agrees to defend, indemnify and hold harmless Shareholder from Shareholder Losses caused by, resulting from or arising out of:

(i)

breaches of representations hereunder by Buyer or failure by Buyer to perform or otherwise fulfill any undertaking or other agreement or obligation hereunder; or to perform its’ covenants set forth in this Agreement or in any other agreement or document executed in connection with the transactions contemplated hereby; and

(ii)

any and all actions, suits, proceedings, claims and demands incident to any of the foregoing or such indemnification.

ARTICLE IX

GENERAL

9.1.

Press Releases. Buyer shall be entitled to issue press releases or make any public statements or filings with respect to the transactions contemplated hereby, and Shareholder shall not issue any such press release or otherwise make any such public statement, filing or other communication without the prior consent of Buyer, except if such disclosure is required by law, in which case the Shareholder shall promptly provide Buyer with prior notice of such public statement, filing or other communication. The parties understand and acknowledge that Buyer, on one hand, and Shareholder together with other shareholders of the Company who are selling shares to Buyer, will have an obligation to make filings with the Securities and Exchange Commission with respect to the transfer of the Shares.

9.2.

Survival of Covenants, Agreements, Representations and Warranties.

(a)

Covenants and Agreements. All covenants and agreements made hereunder or pursuant hereto or in connection with the transactions contemplated hereby shall survive the Closing and shall continue in full force and effect thereafter according to their terms without limit as to duration.

(b)

Representations and Warranties. All representations contained herein shall survive the Closing and shall continue in full force and effect thereafter for a period of one (1) year from the Closing Date.

9.3.

Successors and Assigns. This Agreement and the rights of the parties hereunder may not be assigned or transferred without the written consent and shall be binding upon and shall inure to the benefit of the parties hereto, and the successors of Buyer.

9.4.

Entire Agreement. This Agreement (including the schedules, exhibits and annexes attached hereto) constitutes the entire agreement and understanding among Shareholder and Buyer, and supersedes any prior agreement and understanding relating to the subject matter of this Agreement.

9.5.

Further Assurances. The parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.]

9.6.

Counterparts. This Agreement may be executed simultaneously in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

9.7.

Brokers and Agents. Each party represents and warrants that it employed no broker or agent in connection with this transaction.

9.8.

Expenses. Each party shall bear its own costs, fees and expenses in connection with the preparation, negotiation, execution and performance of this Agreement.

9.9.

Notices. All notices of communication required or permitted hereunder shall be in writing and may be given by (a) depositing the same in United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivering the same in person to an officer or agent of such party or (c) sending a facsimile of the same with electronic confirmation of receipt.


(i)	If to Buyer, addressed to:	Aristocrat International Pty.Limited
		71 Longueville Rd.
		Lane Cove, NSW 2066
		Telephone 612 9413 6300
		Fax 612 9420 1326
		Attn: Bruce John Yahl, Company Secretary

(ii)	If to the Shareholder, addressed thereto at the address set forth on the signature page.

9.10.

GOVERNING LAW; CONSENT TO JURISDICTION This agreement shall be construed in accordance with the laws of the state of North Carolina. The parties hereto expressly consent and agree that any dispute, controversy, legal action or other proceeding that arises under, results from, concerns or relates to this agreement may be brought in the federal and state courts in and of the state of North Carolina and acknowledge that they will accept service of process by registered or certified mail or the equivalent directed to their last known address as determined by the other party in accordance with this agreement or by whatever other means are permitted by such courts. the parties hereto hereby acknowledge that said courts have jurisdiction over any such dispute or controversy, and that they hereby waive any objection to personal jurisdiction or venue in these courts or that such courts are an inconvenient forum.

9.11.

Exercise of Rights and Remedies. Except as otherwise provided herein, no delay of or omission in the exercise of any right, power or remedy accruing to any party as a result

of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

9.12.

Reformation and Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, then it shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties, and if such modification is not possible, then such provision shall be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

9.13.

Remedies Cumulative. No right, remedy or election given by any term of this Agreement shall be deemed exclusive but each shall be cumulative with all other rights, remedies and elections available at law or in equity.

9.14.

Specific Performance; Other Rights and Remedies. Each party recognizes and agrees that in the event the other party or parties should refuse to perform any of its or their obligations under this Agreement, the remedy at law would be inadequate and agrees that for breach of such provisions, each party shall, in addition to such other remedies as may be available to it at law or in equity, be entitled to seek injunctive relief and to enforce its rights by an action for specific performance to the extent permitted by applicable law. Each party hereby waives any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive, mandatory or other equitable relief.

9.15.

Captions. The headings of this Agreement are inserted for convenience only, shall not constitute a part of this Agreement or be used to construe or interpret any provision hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


BUYER:

ARISTOCRAT INTERNATIONAL PTY. LIMITED

By:		/s/ Bruce John Yahl
Name:		Bruce John Yahl
Title:		Company Secretary

SHAREHOLDER:

GHW ENTERPRISES, LLC

By:		/s/ Gehrig H. White
Name:		Gehrig H. White
Title:		Manager
Address:		6207 Glynmoor Lakes Drive
		Charlotte, NC 28277
		Attn: Gehrig White

ANNEX I-DEFINITIONS

Definitions. In this Agreement, the following terms shall have the meanings set forth below unless the context requires otherwise:

“1933 Act” means the Securities Act of 1933, as amended.

“Applicable Law” means, with respect to any Person, property, transaction, event or other matter, any Law relating or applicable to such Person, property, transaction, event or other matter. Applicable Law also includes, where appropriate, any interpretation of the Law (or any part) by any Person having jurisdiction over it, or charged with its administration or interpretation.

“Assignment and Bill of Sale” has the meaning given in Section 2.3.

“Buyer Losses” means all damages (including, without limitation, amounts paid in settlement with the Shareholder’s consent, which consent may not be unreasonably withheld), losses, obligations, liabilities, claims, deficiencies, costs and expenses (including, without limitation, reasonable attorneys’ fees), penalties, fines, interest and monetary sanctions, including, without limitation, reasonable attorneys’ fees and costs incurred to comply with injunctions and other court orders, and other costs and expenses incident to any suit, action, investigation, claim or proceeding or to establish or enforce the rights of Buyer or such other persons to indemnification hereunder.

“Cash Payment” has the meaning given in Section 1.3

“Closing” has the meaning given in Section 2.1.

“Closing Date” has the meaning given in Section 2.1.

“Company Common Stock” has the meaning given in the Recitals.

“Law” means any law, including common law, rule, statute, regulation, order, judgment, decree, treaty or other requirement having the force of law.

“Lien” means any lien, mortgage, charge, hypothecation, pledge, security interest, prior assignment, marital dissolution obligation, option, warrant, lease, sublease, right to possession, encumbrance, claim, right or restriction which affects, by way of a conflicting ownership interest or otherwise, the right, title or interest in or to any particular property, but excluding any contract or license rights disclosed hereunder.

“Person” is to be broadly interpreted and includes an individual, a corporation, a limited liability company, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity.

“Shareholder Losses” means all damages (including, without limitation, amounts paid in settlement with Buyer’s consent, which consent may not be unreasonably withheld), losses, obligations, liabilities, claims, deficiencies, costs and expenses (including, without limitation, reasonable attorneys’ fees), penalties, fines, interest and monetary sanctions, including, without limitation, reasonable

attorneys’ fees and costs incurred to comply with injunctions and other court orders, and other costs and expenses incident to any suit, action, investigation, claim or proceeding or to establish or enforce the rights the Shareholders or such other persons entitled to indemnification hereunder.

“Shares” has the meaning given in the Recitals.

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