0001047469-02-004620 Sample Contracts

EMPLOYMENT AND SEVERANCE BENEFITS AGREEMENT
Employment and Severance Benefits Agreement • November 26th, 2002 • Scientific Games Corp • Services-computer integrated systems design • Delaware

This Agreement is made and entered into as of 19th day of November, 2002, by and between SCIENTIFIC GAMES INTERNATIONAL, INC., a Delaware corporation (hereinafter called the "Company"), and STEVEN M. SAFERIN (hereinafter called "Executive").

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AGREEMENT AND PLAN OF MERGER by and among SCIENTIFIC GAMES INTERNATIONAL, INC., BLUE SUEDE ACQUISITION CORP. and MDI ENTERTAINMENT, INC. dated as of NOVEMBER 19, 2002
Merger Agreement • November 26th, 2002 • Scientific Games Corp • Services-computer integrated systems design • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of November 19, 2002, by and among SCIENTIFIC GAMES INTERNATIONAL, INC., a company organized under the laws of the State of Delaware ("Parent"), BLUE SUEDE ACQUISITION CORP., a Delaware corporation and a wholly-owned indirect subsidiary of Parent ("Acquisition Sub"), and MDI ENTERTAINMENT, INC., a Delaware corporation (the "Company"). As used in this Agreement, capitalized terms have the meanings ascribed to them in Article VIII.

MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
Mutual Confidentiality and Non-Disclosure Agreement • November 26th, 2002 • Scientific Games Corp • Services-computer integrated systems design • Delaware

This Mutual Confidentiality and Non-Disclosure Agreement (this "Agreement") is made this day of March, 2002, and effective as of February 26, 2002, between MDI Entertainment, Inc. ("MDI"), whose address is 201 Ann Street, 5th Floor, Hartford, Connecticut 06103 and Scientific Games Corporation ("Scientific Games") whose address is 750 Lexington Avenue, 25th Floor, New York, New York 10022.

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