AGREEMENT FOR

1
EXHIBIT 10.35

AGREEMENT FOR

INSTANT TICKET VENDING MACHINES (ITVMs)

BETWEEN

THE MINNESOTA STATE LOTTERY

AND

INTERNATIONAL LOTTERY, INC. (Interlott)

DECEMBER 1, 1996
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TABLE OF CONTENTS

PAGE
----

I. Recitals ......................................................... 1

II. Agreement ........................................................ 2

1. Definitions .............................................. 2
2. Term ..................................................... 2
3. Work Statement ........................................... 2
4. Prime Contractor Responsibilities ........................ 3
5. Assignment ............................................... 3
6. Subcontracting ........................................... 4
7. Accounting Records ....................................... 4
8. Right to Audit ........................................... 4
9. Indemnification .......................................... 5
10. Bonds and Insurance Requirement .......................... 5
11. Order of Precedence ...................................... 6
12. Waiver ................................................... 6
13. Amendments, Modifications ................................ 6
14. Absence of Certain Changes or Events ..................... 6
15. Taxes .................................................... 7
16. Termination .............................................. 8
17. Nondiscrimination ........................................ 8
18. Force Majeure ............................................ 9
19. Prices ................................................... 9
20. Vendor Integrity ......................................... 9
21. Appendices ............................................... 9
22. Dispute ..................................................10
23. Notice ...................................................10
24. General Provisions .......................................11
25. Antitrust ................................................11
26. Effective Date ...........................................11
27. Severability .............................................11

Signatures .......................................................11

Appendices

Appendix A LOTTERY'S Request for Proposals Dated July 15, 0000
Xxxxxxxx X INTERLOTT'S Proposal to the LOTTERY Dated July 22,
0000
Xxxxxxxx C Prices and Terms
Appendix D Non-Discrimination Provisions
Appendix E Vendor Integrity Provisions

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AGREEMENT FOR THE
DELIVERY, INSTALLATION, AND MAINTENANCE OF
INSTANT TICKET VENDING MACHINES

I. RECITALS

THIS AGREEMENT is made and entered into as of the 15th day of November,
1996, by and between the Minnesota State Lottery (hereinafter referred to as
the "Lottery"), and International Lottery, Incorporated, a duly organized
corporation (hereinafter referred to as "INTERLOTT"), authorized to conduct
business within Minnesota with offices at 0000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000
and having Federal Employer Identification Number 00-0000000, and a Minnesota
Tax Identification Number 2904488.

WHEREAS, the LOTTERY has as one of its responsibilities the operation
and management of the LOTTERY, in accordance with the provisions of Minnesota
Statutes, Chapter 349A, and;

WHEREAS, under the provisions of that Law, the LOTTERY has the
authority to pay costs incurred in the operation and administration of the
LOTTERY, including costs resulting from contracts entered into for promotional,
advertising or operational services, or for the purchase of lottery materials;
and,

WHEREAS, the LOTTERY has the authority to expend monies from the
Lottery Fund, Operations Account, to pay the expenses of the operation of the
LOTTERY; and,

WHEREAS, the LOTTERY is in need of Instant Ticket Vending Machines
(ITVMs), as more specifically set forth in its Request for Proposal ("RFP")
dated September, 1996, attached hereto and made a part hereof as Appendix A;
and

WHEREAS, INTERLOTT submitted a proposal for the delivery, installation
and maintenance of the ITVMs, dated October 21, 1996, in response to the RFP
("INTERLOTT's Proposal") attached hereto and made a part hereof as Appendix B,
and has represented that it is qualified by training and experience to perform
the required services in the manner and on the terms and conditions set forth
herein; and

WHEREAS, the Director of the Lottery (hereinafter referred to as the
"DIRECTOR") on behalf of the LOTTERY, has selected the Proposal of INTERLOTT as
responsive to the requirements of the LOTTERY, and desires to enter into an
Agreement for product and services as described herein.

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II. AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and of the
mutual promises hereinafter set forth, and intending to be legally bound, the
parties hereto agree as follows:

1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings as
set forth below.

A. DIRECTOR - the Director of the Minnesota State Lottery.

B. LOTTERY - the Minnesota State Lottery.

2. TERM

The term of this Agreement shall begin on December 1, 1996 and shall end
three (3) years from the date of acceptance of each ITVM (equipment
installed and tested). The contract may be extended for two (2), one
year terms at the discretion of the Lottery.

3. WORK STATEMENT

INTERLOTT agrees it shall provide the following products and services:

A. deliver to the LOTTERY in Eagan, Minnesota, for use by the
Lottery, ten (10), 12-Game ITVMs (Model TTS 12000);

B. assist with installation of the ITVMs and provide training to
retailer;

C. each ITVM provided to the LOTTERY under this agreement will
include proof of quality assurance testing (QA/48) as stipulated
in the INTERLOTT's response;

D. each ITVM provided will have semi-annual preventative maintenance
provided by INTERLOTT;

E. ITVMs provided by INTERLOTT under a lease include a
complete maintenance program. INTERLOTT agrees to promptly
replace, at its expense, any defective part or mechanism and will
provide Field Service Representatives to maintain the ITVMs
during regular business hours (8:00 AM - 6:00 PM), five days a
week. Initial calls for service will be attempted to be resolved
over the phone. If ITVMs

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still require service, a Field Service Representative will be
on-site within twenty four (24) hours. (note: As the number
of ITVMs increase, the response time may need to be adjusted
accordingly.)

F. provide all replacement parts and equipment, and provide all
consumable supplies for leased ITVMs.

G. title of the ITVMs shall remain with INTERLOTT at all times
throughout the life of this agreement and subsequent to the
termination of this agreement.

H. Provide signage for each ITVM in a format approved by the
LOTTERY.

4. PRIME CONTRACTOR RESPONSIBILITIES

INTERLOTT shall be the prime contractor, and, as such, is responsible
for all contractual activities performed under this Agreement whether or
not INTERLOTT performs them. INTERLOTT shall be the sole point of
contact with regard to contractual matters, including payment of any or
all charges under this Agreement. The relationship of INTERLOTT to the
LOTTERY is that of an independent contractor. No principal/agent
relationship or employer/employee relationship is contemplated or
created by the parties to this Agreement, except as expressly provided.

5. ASSIGNMENT

INTERLOTT is prohibited from assigning, transferring, or otherwise
disposing of this Agreement or any section or portion thereof, its
rights, title, or interest therein, nor may it execute such agreement
to any other person, company, corporation, or entity without the
previous written consent of the LOTTERY. The LOTTERY shall allow
INTERLOTT to assign payments under this contract for the purpose of
third party financing to:

Princeton Capital Finance Company
00 Xxxxxxxxxx Xx.
Xxxxxxxxx Xxxxxxxx, XX 00000

Future assignment or sub-assignments shall be subject to prior written
consent of the LOTTERY.

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6. SUBCONTRACTING

No subcontracting is permitted without the express, written approval
of the LOTTERY. The LOTTERY reserves the right to require INTERLOTT to
replace, at no increase in the contract price or extension of the time
for INTERLOTT'S performance, subcontractors found to be unacceptable to
the LOTTERY. INTERLOTT is totally responsible for adherence by
subcontractors to all provisions of the Agreement. Any change in
subcontractors or in the location of facilities at which work is to be
performed as part of the Agreement must be approved by the LOTTERY in
writing prior to such change.

7. ACCOUNTING RECORDS

INTERLOTT shall maintain, in accordance with generally accepted
accounting principles, all pertinent books, documents, financial and
accounting records and evidence pertaining to the Agreement to the
extent and in such detail as necessary to document all net costs,
direct and indirect for which payment is claimed.

Such financial and accounting records shall be made available for
inspection and copying, upon request, to the LOTTERY, its designees, or
any authorized agency of the State of Minnesota at any time during the
contract period and any extension thereof, and for three years from
expiration date or final payment under this Agreement, whichever is
later in time.

8. RIGHT TO AUDIT

Subject to execution by the LOTTERY, or its designee, of INTERLOTT'S
Confidentiality Statement, INTERLOTT agrees to permit the audit of its
accounting records, as described in Paragraph 7 above, by the LOTTERY
or its designee as permitted or limited by law. All xxxxxxxx, cost,
and financial accounting records, source documentation, data systems,
programs, applications, project planning summaries, and field
summaries, will be available for audit, examination inspection and
copying. The LOTTERY reserves the right to perform at its sole
discretion, additional audits, including, but not limited to, audits
of a financial/compliance, economy/efficiency, program results nature,
or limited scope audits, where appropriate. Additionally, the
LOTTERY reserves the right to inspect and copy any of INTERLOTT'S
third-party auditor's reports and management letters.

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9. INDEMNIFICATION

INTERLOTT shall indemnify and hold harmless the LOTTERY, the State of
Minnesota, and its agents and employees, from and against all claims,
damages, losses and expenses, including attorneys' fees, for loss or
injury alleged to have been caused in whole or part by any negligent or
equally or more culpable act or omission of:

(a) INTERLOTT; or,

(b) any subcontractor to INTERLOTT; or,

(d) any person for whose acts or omissions INTERLOTT or
subcontractor to INTERLOTT may be liable in performing
obligations of INTERLOTT under this Agreement, including
situations in which the allegation is made that the alleged
loss or injury was caused in part by an act or omission of any
person or entity indemnified hereunder.

However, in the case of loss or injury caused in part by persons listed
in (a)-(d) above, INTERLOTT'S indemnification shall be limited to its
comparative share.

10. BONDS AND INSURANCE REQUIREMENT

A. SURETY BOND. Within two weeks of execution of this contract,
INTERLOTT shall obtain a surety bond in the amount of five
thousand dollars ($5,000) in a form approved by the LOTTERY to
be in compliance with the terms of this Agreement, such surety
bond to remain in effect throughout the Agreement. The full
amount of the surety bond shall be collected by the LOTTERY
if INTERLOTT defaults in the performance of the Agreement.
A surety bond must be in the form of a policy or certificate
issued by a surety company authorized to do business in
Minnesota. An irrevocable letter of credit or securities may
be filed with the LOTTERY in lieu of a surety bond in the
manner required under Minnesota Statues, Section 349A.07,
subdivision 5.

B. LIABILITY INSURANCE. INTERLOTT shall obtain professional
lability insurance coverage in an amount not less than
$1,000,000.00 and workers compensation coverage in compliance
with Minnesota law,

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and maintain such coverage throughout the term of this
contract. INTERLOTT will provide the LOTTERY with evidence of
this coverage within two weeks of the effective date of this
contract.

11. ORDER OF PRECEDENCE

This Agreement shall be interpreted in the following order of
precedence:

(a) Contract terms.

(b) INTERLOTT'S proposal.

12. WAIVER

The failure of a party to insist upon strict adherence to any term of
this Agreement shall not be considered a waiver or deprive the party of
the right thereafter to insist upon strict adherence to that term or any
other term of the Agreement.

13. AMENDMENTS, MODIFICATIONS

This Agreement may not be modified, amended, or extended, unless in
writing and signed by both parties and any breach or default by a party
shall not be waived or released other than in writing signed by the
other party.

14. ABSENCE OF CERTAIN CHANGES OR EVENTS

INTERLOTT warrants that:

(a) As of the effective date of this Agreement, INTERLOTT has not,
except as disclosed to the LOTTERY

(1) sold, assigned, voluntarily encumbered, granted a
license or sublicense with respect to or disposed of
all or substantially all of its assets, other than in
the ordinary course of its business as conducted on the
date of its proposal;

(2) entered into any contract or commitment except in the
ordinary course of business except for acquisitions
within its business area as conducted on the date of
INTERLOTT'S Proposal which materially and adversely
affects INTERLOTT'S ability to perform its obligations
hereunder;

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(3) changed in any material respect its business policies
or practices which materially and adversely affects
INTERLOTT'S ability to perform its obligations
hereunder;

(4) altered or revised in any way its accounting
principles, procedures, methods or practices which
materially and adversely affects INTERLOTT'S ability to
perform its obligation hereunder;

(5) removed, or caused or permitted to be removed, from any
of its properties any of its assets except in the
ordinary course of business as conducted on the date
of INTERLOTT'S Proposal which materially and adversely
affects INTERLOTT'S ability to perform its obligations
hereunder; or

(6) entered into any other transaction or taken any other
action except in the ordinary course of business as
conducted on the date of its Proposal which materially
and adversely affects INTERLOTT'S ability to perform
its obligations hereunder. Neither the LOTTERY nor
INTERLOTT are aware of any plans of any member of
INTERLOTT'S management, supervisory or key employees
to retire or cease being an employee of INTERLOTT prior
to or within one (1) year following the commencement of
this Agreement which materially and adversely affects
INTERLOTT'S ability to perform its obligation hereunder.

(b) As of the effective date of this Agreement, there has been no
material adverse change in the financial condition, business,
properties, or prospects of INTERLOTT since the date of the
proposal.

If INTERLOTT experiences any changes as outlined in (a) or (b), above
during the period of this Agreement, INTERLOTT shall notify the
LOTTERY, in the manner set forth in paragraph 23 of this Agreement, of
such change at the time the change occurs or is identified, whichever
is later. Failure to notify the LOTTERY of such change will be
sufficient grounds for terminating this Agreement.

15. TAXES

The LOTTERY shall have no responsibility for the payment of any federal,
state or local taxes which become by INTERLOTT or its subcontractors as
a result of this Agreement.

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The LOTTERY reserves the right to offset any state tax liability
against the compensation due INTERLOTT.

16. TERMINATION

This Agreement may be terminated by the DIRECTOR:

(a) If, because of legislative or other governmental changes or
lack of funding, continuation of lottery games shall be
determined by the LOTTERY not to be in the best interests of
the State of Minnesota. Such termination shall be effected by
the LOTTERY sending notice to INTERLOTT, in writing, of its
intention to terminate at least 30 days prior to the
termination date;

(b) By sending to INTERLOTT at least 30 days' notice that it will
terminate this Agreement due to INTERLOTT'S nonperformance or
inadequate performance or other cause unless INTERLOTT
adequately remedies its nonperformance or inadequate
performance or other cause during such reasonable period as the
LOTTERY shall have specified.

(c) Upon the occurrence of any changes, as set forth in paragraph
20 of this Agreement, which the LOTTERY, in its sole discretion
determines to be contrary to the best interests of the LOTTERY
by sending to INTERLOTT at least 30 days' notice prior to the
termination date;

(d) Without cause or for the convenience of the LOTTERY by sending
notice to INTERLOTT at least 3 months prior to termination date.

In the event of termination under subparagraph A or D above, INTERLOTT
shall receive reimbursement for the cost of any materials, services, or
other expenses, reasonably and actually incurred at the time of receipt
of notification of cancellation and not otherwise usable or recoverable
and those costs to be incurred in the removal of INTERLOTT's ITVMs, by
INTERLOTT. INTERLOTT, upon receipt of notice of termination, shall
take all steps necessary to mitigate the costs and expenses payable
under this section.

17. NONDISCRIMINATION

INTERLOTT agrees to comply with all State laws, rules and regulations
involving nondiscrimination on the basis of race, color, religion,
national origin, age or sex. INTERLOTT agrees to submit such reports
of its

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compliance as are required by the LOTTERY. INTERLOTT will require
similar compliance by any subcontractor that will perform any
of the work specified in this Agreement. Appendix D,
Non-Discrimination Provisions, is attached hereto and made a part hereof
as if set forth fully herein.

18. FORCE MAJEURE

A party shall be excused from any breach or default with respect to
this Agreement to the extent that the party was prevented from
performance by reason of anything beyond the party's control and not
reasonably avoidable such as a strike or other labor disturbance, act
of any governmental authority or agency, fire, flood, wind, storm
or any act of God, or the act or omission of any party not controlled
by that party.

Neither INTERLOTT nor the LOTTERY shall be liable to the other for any
delay in or failure of performance under this Agreement due to a Force
Majeure. Any such delay in or failure of performance shall not
constitute default or give rise to any liability for damages. The
existence of such causes of delay or failure shall extend the period
for performance to such extent as reasonably determined by the DIRECTOR
to be necessary to enable complete performance by INTERLOTT if
reasonable diligence is exercised after the causes of delay of failure
have been removed.

19. PRICES

COSTS AND TERMS, Appendix C, is attached hereto, made a part hereof and
incorporated by reference herein.

20. VENDOR INTEGRITY

INTERLOTT warrants that it has complied with the Contractor integrity
provisions as set forth in Appendix E, attached hereto and made a
part hereof as if fully set forth.

21. APPENDICES

The following documents and schedules are hereby made a part of this
Agreement and are included as appendices hereto:

APPENDIX A LOTTERY'S REQUEST FOR PROPOSALS DATED SEPTEMBER, 0000

XXXXXXXX X INTERLOTT'S PROPOSAL TO THE MINNESOTA STATE LOTTERY
DATED OCTOBER 21, 1996.

APPENDIX C PRICES AND TERMS

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APPENDIX D NON-DISCRIMINATION PROVISIONS
APPENDIX E CONTRACTOR INTEGRITY PROVISIONS

22. DISPUTE

In the event that any dispute arises between the parties with respect
to the performance which is required of INTERLOTT under this Agreement,
the DIRECTOR shall make a determination in writing of his
interpretation and shall send same to INTERLOTT. That interpretation
shall be final, conclusive and unreviewable in all respects, unless
INTERLOTT within thirty (30) days of receipt of said writings delivers
to the DIRECTOR or duly authorized designee a written appeal. The
decision of the DIRECTOR on any such appeal shall be made within 30
days and shall be final and conclusive and INTERLOTT shall thereafter
with good faith and due diligence render such performance as the
DIRECTOR has determined is required of it. INTERLOTT'S options with
respect to any such decision on appeal shall be either (a) to accept
the determination of the DIRECTOR as a correct and binding
interpretation of the Agreement or (b) to make such claims as it may
desire before the appropriate court of competent jurisdiction.

Pending a final judicial resolution of any such claim, INTERLOTT shall
proceed diligently and in good faith with the performance of this
Agreement as interpreted by the DIRECTOR and the Lottery shall
compensate the INTERLOTT pursuant to the terms of this Agreement.

23. NOTICE

The parties agree that all notices given pursuant to the terms of this
Agreement shall be sufficient if in writing and sent by telecopy
facsimile or courier service with receipt acknowledged. All other
communications shall be sufficient if in writing and mailed postage
prepaid first class. Any such notice or communication shall be sent to
the following addresses or such other addresses as may be designated
from time to time by the parties in writing:

(a) As to the LOTTERY: (b) As to INTERLOTT:

Director Xx. Xxxxx X. Xxxxxxx
The Minnesota State Lottery Senior Vice President
0000 Xxxx Xxxx Xxxx International Lottery, Inc.
Xxxxxxxxx, Xxxxxxxxx 00000 0000 Xxxxx Xxxx
Fax: (000) 000-0000. Xxxxxxxxxx, XX 00000
Fax: (000) 000-0000

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24. GENERAL PROVISIONS

This Agreement shall be governed by and construed according to the laws
of the State of Minnesota. This Agreement constitutes the entire
agreement between the LOTTERY and INTERLOTT with respect to delivering
and maintaining the ITVMs. It shall not be amended or modified except
by an instrument in writing duly signed by both parties. Any such
modification or amendment shall be as the parties may mutually agree.

25. ANTITRUST

INTERLOTT hereby assigns to the LOTTERY all claims for overcharges to
goods and services provided in connection with this Agreement resulting
from antitrust violations which arise under the antitrust laws of the
United States or the State of Minnesota.

26. EFFECTIVE DATE

This Agreement shall be effective only upon full and complete execution
by all of the signatories hereto. No party shall have any right to
rely upon any term of this Agreement until all required signatures have
been affixed to this Agreement.

27. SEVERABILITY

If a court of competent jurisdiction determines any portion of this
Agreement to be invalid, it shall be severed and the remaining portions
of this Agreement shall remain in effect.

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

THE MINNESOTA STATE LOTTERY INTERNATIONAL LOTTERY, INC.

By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxx Xxxxxxx
------------------------ ---------------------------
Xxxxxx X. Xxxxxxxx Xxxxx Xxxxxxx
DIRECTOR Senior Vice President

APPENDIX A

RFP FOR INSTANT TICKET VENDING MACHINES
Issued September, 1996

Copies maintained separately by the LOTTERY and INTERLOTT. [Copies available
upon request to LOTTERY.]

00
XXXXXXXX X

INTERLOTT'S PROPOSAL

Dated October 21, 1996

[Copies maintained independently by the LOTTERY and INTERLOTT.]

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APPENDIX C

PRICES AND TERMS

I. PRICES

A. For the initial lease of ten (10), 12-game ITVMs
(model TTS 12000), based on 36-month lease: Unit cost -
$275.00 per month (includes all supplies and maintenance).
Price also includes a maximum of three (3) machine relocations
per month. Any relocation above the maximum will be done at a
rate of $150.00 per relocation. Total monthly lease: $2,750.00.

B. Additional ITVM units may be leased. Any additional units will
be delivered at a rate agreed to by INTERLOTT and the
LOTTERY. Pricing will be based on the Cost Proposal that was
submitted as part of INTERLOTT'S response to the RFP. Pricing
for additional ITVM units leased for any period less than 36
months will be at rates mutually agreed to by INTERLOTT and the
LOTTERY and prorated based on INTERLOTT'S Cost Proposal.

C. The LOTTERY agrees to pay INTERLOTT for ITVM signage as
provided under Section 3, item H, of the Work Statement.

D. All prices for product shipments are F.O.B. Eagan, Minnesota or
as otherwise agreed by the LOTTERY and INTERLOTT, unless
specifically noted above.

E. Minnesota State Sales Tax will be added to all applicable
products/services listed above and be stated separately on all
invoices.

III. TERMS

Monthly billing for leased ITVMs shall be due and payable by
the LOTTERY to INTERLOTT within 30 days after testing and
acceptance of equipment by the LOTTERY.
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APPENDIX D

NONDISCRIMINATION CLAUSE

During the term of this contract, INTERLOTT agrees as follows:

1. INTERLOTT shall not discriminate against any employee,
applicant for employment, independent contractor, or
any other person because of race, color, religious creed,
ancestry, national origin, age, or sex. INTERLOTT shall take
affirmative action to insure that applicants are employed, and
that employees or agents are treated during employment, without
regard to their race, color,religious creed, handicap,
ancestry, national origin, age, or sex. Such affirmative
action shall include, but is not limited to: employment,
upgrading, demotion or transfer, recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms
of compensation; and selection for training. INTERLOTT shall
post in conspicuous places, available to employees, agents,
applicants for employment, and other persons, a notice to be
provided by the contracting agency setting forth the provisions
of this nondiscrimination clause.

2. INTERLOTT shall, in advertisements or requests for employment
placed by it or on its behalf, state that all qualified
applicants will receive consideration for employment without
regard to race, color, religious creed, handicap, ancestry,
national origin, age or sex.

3. INTERLOTT shall send each labor union or workers'
representative with which it has a collective bargaining
agreement or other contract or understanding, a notice advising
said labor union or workers' representative of its commitment
to this nondiscrimination clause. Similar notice shall be sent
to every other source of recruitment regularly utilized by
INTERLOTT.

4. It shall be no defense to a finding of noncompliance with this
nondiscrimination clause that INTERLOTT had delegated some of
its employment practices to any union, training program, or
other source of recruitment which prevents it from meeting its
obligations. However, if the evidence indicates that INTERLOTT
was not on notice of the third-party discrimination or made a
good faith effort to correct it, such factor shall be
considered in mitigation in determining appropriate sanctions.
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5. Where the practices of a union or any training program or other
source of recruitment will result in the exclusion of minority
group persons, so that INTERLOTT will be unable to meet its
obligations under this nondiscrimination clause, INTERLOTT
shall then employ and fill vacancies through other
nondiscriminatory employment procedures.

6. INTERLOTT shall comply with all state and federal laws
prohibiting discrimination in hiring or employment
opportunities. In the event of INTERLOTT'S noncompliance with
the nondiscrimination clause of this contract or with any such
laws, this contract may be terminated or suspended, in whole or
in part, and INTERLOTT may be declared temporarily ineligible
for further LOTTERY contracts, and other sanctions may be
imposed and remedies invoked.

7. INTERLOTT shall furnish all necessary employment documents and
records to, and permit access to its books, records, and
accounts by the contracting agency for purposes of
investigation to ascertain compliance with the provisions of
this clause. If INTERLOTT does not possess documents or
records reflecting the necessary information requested, it
shall furnish such information on reporting forms supplied by
the contracting agency.

8. INTERLOTT shall actively recruit minority and women
subcontractors or subcontractors with substantial minority
representation among their employees.

9. INTERLOTT shall include the provisions of this
nondiscrimination clause in every subcontract, so that such
provisions will be binding upon each Subcontractor.

10. INTERLOTT obligations under this clause are limited to
INTERLOTT'S facilities within Minnesota or, where the contract
is for purchase of goods manufactured outside of Minnesota, the
facilities at which such goods are actually produced.

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APPENDIX E

VENDOR INTEGRITY PROVISIONS

The INTERLOTT states that:

1. INTERLOTT and its employees shall accept no pay, remuneration, or
gratuity of any value: (a) for performance on or information
derived from this project from any party other than the LOTTERY as
described in this Agreement, or (2) from any party under contract to
the LOTTERY or seeking to contract with the LOTTERY with respect to
this project.

2. INTERLOTT and its employees shall not offer or give any gift, gratuity,
favor, entertainment, loan, or any other thing of monetary value to any
LOTTERY employee.

3. INTERLOTT and its employees shall not disclose any information gained
by virtue of this Agreement to any party without the consent of the
Lottery.

4. INTERLOTT and its employees shall take no action in the performance of
this Agreement to create an unfair, unethical, or illegal competitive
advantage for itself or others.

5. INTERLOTT and its employees shall not have any financial or personal
interests other than the interest in this Agreement in any contract,
subcontract, supply agreement, or other financial relationships
relating to this project without the explicit written consent of the
LOTTERY. For purposes of this provisions, interest shall include but
not be limited to any circumstances under which an organization such as
a contractor, professional, or supplier enjoys pecuniary, managerial,
consultant, or other advantages as a result of managerial, cross-
directorship, common partial or complete ownership, stock interests,
contractual, or other common links with another contracting
professional, supplier, or subcontracting organization supplying
services, material, or labor on the same project. Such advantages may
include but are not limited to foreknowledge of other bid proposals,
proposed specification requirements, anticipated time frames, costs,
and any other particular knowledge which tends to provide the
contractor, subcontractor, or supplier with an unfair, unethical, or
illegal competitive advantage over other parties wishing to bid or
contract such services, materials, or labor. Upon learning that any
of the above may occur, INTERLOTT and its employees shall immediately
notify the LOTTERY in writing.

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6. For violation of any of the above provisions, the LOTTERY may terminate
the contract with the LOTTERY, receive restitution from the LOTTERY, debar
INTERLOTT, or take any other appropriate action against INTERLOTT.

For purposes of provisions 1 through 6 above, INTERLOTT shall include
construction firms, architects, engineers, consultants, designers, or any other
person or firm that enters into a contract with the LOTTERY.

21
EXHIBIT 10.35

PURCHASE ORDER
(MINNESOTA STATE LOTTERY) PAGE 1
XXXX TO: MINNESOTA STATE LOTTERY
ATTN: Accounts Payable P.O. Number
0000 Xxxx Xxxx Xxxx 00000
Xxxxxxxxx, XX 00000-0000
Phone (000) 000-0000 P.O. Date
Fax (000) 000-0000 12/04/96

VENDOR ADDRESS 2321 SHIP TO ADDRESS
INTERNATIONAL LOTTERY, INC. MINNESOTA STATE LOTTERY
dba INTERLOTT, INC. EAGAN WAREHOUSE
0000 XXXXX XX 0000 XXXX XXX XXXX XXXXX 000
XXXXXXXXXX XX 00000 XXXXX, XX 00000

REMIT TO ADDRESS F.O.B. STATE CONT. #
INTERNATIONAL LOTTERY, INC. FOB DESTINATION L-7032
0000 XXXXX XX
XXXXXXXXXX XX 00000 PAYMENT TERMS BUYER NO. DELIVERY DATE
1 12/31/99

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LINE ITEM NO./ COST ACCT. UNITS UNIT TOTAL
NO. COM. CODE CTR. NO. ORDERED DESCRIPTION UNIT PRICE PRICE
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LEASE OF 10 MACHINES AT $275.00/MO/EA,
36 MONTH CONTRACT, INCLUDES SUPPLIES &
MAINTENANCE, DELIVERY & INSTALLATION.
1 103 311 8815 36.00 RENTAL OF MODEL TTS1200 ITVM MO 2750.0000 99000.00

TOTAL TAX: 6435.00
PURCHASE ORDER TOTAL: 105435.00

INSTRUCTIONS TO VENDOR NOTICE TO VENDOR
1. Submit separate invoices (1 original and 2 copies) 1. All deliveries hereunder shall comply
for each Lottery Purchase Order to "XXXX TO". in every respect with all applicable
2. Show P.O. Number on invoice and on all tags, laws of Federal Government and/or the
packages and correspondence. State of Minnesota, including the
3. Discount time shall commence to run from the time State Act Against Discrimination,
delivery is made or invoice admitted, whichever is Minnesota Statutes 363 as amended.
later. If test is required, discount time shall
not begin until material has been approved by test.
4. Partial shipments may be invoiced separately.

ORDERED BY DATE I certify that there are sufficient encumbered
XXXX XXXXX/GRA funds in the appropriation from which this
purchase is to be made.
RECEIVED BY DATE
/s/ Xxxxxxx Xxxxx 12-4-96
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Dept. Authorized Signature Date

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