0001047469-02-004602 Sample Contracts

Scientific Games International, Inc. 750 Lexington Avenue 25th Floor New York, New York 10022 November 19, 2002
Mdi Entertainment Inc • November 26th, 2002 • Services-amusement & recreation services

This letter serves as the formal acknowledgment by Kenneth Przysiecki ("Mr. Przysiecki"), Steven M. Saferin ("Mr. Saferin") and Media Drop-In Productions, Inc. ("MDI") that all amounts currently due, or becoming due at any time in the future, to Mr. Przysiecki under Section 4(b)(ii) of the Employment Agreement dated as of April 30, 1996, as amended April 2, 1998, by and among MDI, Mr. Saferin and Mr. Przysiecki (the "Employment Agreement") are the personal responsibility of Mr. Saferin and such expenses or costs shall not be borne by MDI or Scientific Games International, Inc. ("Scientific Games") or any of their affiliates. Mr. Saferin hereby acknowledges that any funds necessary to satisfy any and all obligations to Mr. Przysiecki under Section 4(b)(ii) of the Employment Agreement will be provided personally by Mr. Saferin and will not be an obligation of or provided by MDI, Scientific Games or any of their affiliates.

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AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED CONSULTING AGREEMENT
Consulting Agreement • November 26th, 2002 • Mdi Entertainment Inc • Services-amusement & recreation services

This AMENDMENT NO. 2, effective as of November 19, 2002, between Media Drop-In Productions, Inc., a Delaware corporation ("MDI"), 1010 Productions, Inc. ("Consultant"), and MDI Entertainment, Inc., a Delaware corporation ("Guarantor").

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