Exhibit 10.28
AGREEMENT
FEBRUARY 19, 1998
between
Autotote Systems, Inc., a corporation with its main offices at 100 Bellevue Road, P.O. Box 6009, Newark, DE
19714 (hereinafter "Autotote"), duly represented by its Vice President, Richard WEIL,
and
Elettronica Ingegneria Sistemi, a corporation with its main offices at Via Tiburtina Valeria Km. 13,700, 00131
Rome, Italy (hereinafter "EIS"), duly represented by its General Manager and Managing Director, Vincenzo
ZANNI,
whereas:
a) Autotote is engaged in the design, development, manufacture and sale of terminal and computer systems;
b) EIS is active in Italy in the field of computer hardware and software systems and has been appointed as
exclusive distributor of Autotote's products in Italy;
c) Autotote and EIS have agreed about the particular conditions of the distribution of each of Autotote's products
in Italy;
d) Sisal Sport Italia Spa (hereinafter "Sisal") is active in Italy in the field of betting and is looking for a new,
updated and effective computer hardware and software system;
e) Autotote and Sisal have agreed that Autotote shall assist Sisal in the development of a new, effective terminal
and computer system. EIS agrees
that Autotote will be permitted to supply the prototypes and 200 pre- production Terminals directly to Sisal. The
production Terminals will be supplied to Sisal through EIS.
f) Sisal and EIS have agreed, in a separate document, to the terms and conditions of the supply of the Terminals
from EIS to Sisal, a copy of which will be provided by EIS to Autotote;
g) Autotote and EIS, in this document, agree to all the particular terms and conditions of the supply of such
Terminals from Autotote to EIS;
Now therefore, in consideration of the mutual covenants and agreements set forth herein, Autotote and EIS agree
as follows:
1. OBJECT OF THE AGREEMENT
1.1. a) EIS hereby orders the manufacture and supply of nineteen thousand eight hundred (19,800) computer
hardware and firmware systems (as understood