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Financial Agent Agreement

This Agreement is made as of theday

day ofmonth

, 2009, by and between IGT Group Inc (acting on the basis

of the license №042957, hereinafter referred to as “the Company”) andyour name

(hereinafter

referred to as “the Contractor”).As used herein, the term ”Parties” shall refer to IGT Group Inc and

your name

collectively.

Whereas, the Parties intend that this Agreement be entirely independent of other agreements between the Parties or thatmay be contemplated by the Parties, and that any payments under this Agreement be non-refundable and non-cancelable.

Therefore, the Parties agree as follows:

1. Objectives of the Agreement

The objectives of the Agreement are:

• to define roles and responsibilities of the Parties;

• to describe the services that the Contractor will deliver under the Agreement;

• to specify the performance measures and standards to be followed by the Contractor;

• to specify the performance measures and standards against which the Company is to deliver services for theContractor;

• to define the financial arrangements;

• to specify the assurance process by which the Company and the Contractor can confidently rely on each other’sadvice, performance and management information.

2. General Provisions

The Parties will take every opportunity to work together to promote the understanding and implementation of servicesunder this Agreement. The Contractor has primary responsibility of the delivery of services under this Agreement tothe Company.

Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independentcontractor to perform the services set forth herein, and the Contractor hereby accepts such engagement.

3. Service Delivery, Term of the Agreement and Compensation

The principles and values governing the relationship between the Company and the Contractor are set out in theExhibit A, attached to this Core Agreement, being its integral part. The Contractor takes the responsibility to providethe Company with the estimate, which is later attached as Exhibit A of the present Agreement. The Exhibit Ashall define the Contractor’s duties, term of engagement, compensation and provisions for payment thereof. Theseprovisions may be negotiated and amended in writing from time to time, or supplemented with subsequent estimatesfor services to be rendered by the Contractor and agreed to by the Company, and which collectively are herebyincorporated by reference.

4. Reimburse of Expenses

The Company undertakes to pay all taxes accrued in connection with money transfer. The Contractor shall paymoney transfer charges from his/her commission for payment processing operation, however, the Company agrees toreimburse a part of expenses which are incurred in connection with money transfer by Western Union or MoneyGramsystems (should the money transfer charges exceed 3%, i.e. commission for payment processing operation). Theabove difference will be automatically added to the base salary of the Contractor and paid once per month togetherwith the base salary. A 1099 Tax Form will be provided at the end of the year. The Contractor only carries theresponsibility of taxation of their base salary and commission pay, minus transfer fees. Necessary bank statements,Western Union and Money Gram receipts need to be attached.

5. Reporting to the Company

The Contractor shall present to the Company monthly project plans, progress reports and a final results reportsummarizing all activities conduced by Contractor to date on request from the Company. A comprehensive finalresults report shall be due at the conclusion of the project and shall be submitted to the Company in a confidentialwritten report at such time. The results report shall be presented in such form and contain such information anddata as is reasonably requested by the Company.

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6. Exclusive Property of the Company

The Contractor, by signing this Contract, expressly grants to the Company for all copyrightable material, any and allinventions, discoveries, developments and innovations conceived by the Contractor during this engagement relativeto the duties under this Agreement shall be the exclusive property of the Company; and the Contractor, by signingthis Contract, expressly conveys to the Company all right, title, and interest in the same to the Company. Anyand all inventions, discoveries, developments and innovations conceived by the Contractor prior to the term of thisAgreement and utilized by him in rendering duties to the Company are hereby licensed to the Company for use in itsoperations and for an infinite duration. This license is non-exclusive, and may be assigned without the Contractor’sprior written approval by the Company to a wholly owned subsidiary of the Company. No contract shall be enteredinto without these rights being assured to the Company from the Contractor.

7. Confidentiality

The Contractor acknowledges that during the engagement he will have access to and become acquainted with varioustrade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by theCompany and/or used by the Company in connection with the operation of its business including, without limitation,the Company’s business and product processes, methods, customer lists, accounts and procedures. The Contractoragrees that he will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, eitherduring the term of this Agreement or at any time thereafter. All files, records, documents, blueprints, specifications,information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the businessof the Company, whether prepared by the Contractor or otherwise coming into his possession, shall remain the exclusiveproperty of the Company. The Contractor shall not retain any copies of the foregoing without the Company’s priorwritten permission. The Contractor further agrees that he will not disclose his retention as an independent contractoror the terms of this Agreement to any person without the prior written consent of the Company and shall at all timespreserve the confidential nature of his relationship to the Company and of the services hereunder. If the Contractorreleases any of the above information to any parties outside of this company, such as personal friend, close relatives orother Financial Institutions such as a Bank or other Financial Firms, it could be grounds for immediate termination.If the Contractor is ever in doubt of what information can be released and when, the Contractor will contact theirsuperior right away.

8. Conflicts of Interest; Non-hire Provision

Contractor’s work under this Agreement for exercising the degree of skill and care required by customarily acceptedgood professional practices and procedures. The Contractor represents that he is free to enter into this Agreement,and that this engagement does not violate the terms of any agreement between the Contractor and any third party.Further, the Contractor, in rendering his duties shall not utilize any invention, discovery, development, improvement,innovation, or trade secret in which he does not have a proprietary interest. During the term of this Agreement, theContractor shall devote as much of his productive time, energy and abilities to the performance of his duties hereunderas is necessary to perform the required duties in a timely and productive manner. The Contractor is expressly free toperform services for other parties while performing services for the Company. For a period of six months followingany termination, the Contractor shall not, directly or indirectly hire, solicit, or encourage to leave the Company’semployment, any employee, consultant, or contractor of the Company or hire any such employee, consultant, orcontractor who has left the Company’s employment or contractual engagement within one year of such employmentor engagement.

9. Right to Injunction

The loss of the rights and privileges granted to the Company under the Agreement cannot be reasonably or adequatelycompensated by any action at law, and the breach by the Contractor of any of the provisions of this Agreement willcause the Company irreparable injury and damage.

The services to be rendered by the Contractor under this Agreement are of a special, unique, unusual, and extraordinarycharacter which gives them a peculiar value. Therefore the Contractor expressly agrees that the Company shall beentitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of thisAgreement by the Contractor. Resort to such relief shall not be construed to be a waiver of any other rights orremedies that the Company may have for damages or otherwise. The various rights and remedies of the Companyunder this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive ofany other or of any right or remedy allowed by law. Any costs for failure to meet these standards, or otherwisedefective services, which require reperformance, as directed by Company or its designee, shall be borne in total bythe Contractor and not the Company. In the event the Contractor fails to perform in accordance with the abovestandard the following will apply: Nothing contained in this section is intended to limit any of the rights or remedieswhich the Company may have under law.

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10. Merger

Merger or consolidation of the Company into or with any other entity shall not be the reason for termination of thepresent Agreement.

11. Termination of the Agreement

The Company may, at its option, terminate this Agreement without cause in whole or in part, upon giving ten (10)working days advance notice in writing to the Contractor. In addition the parties agree that the Company retainsthe right to terminate, at once, upon the default of the Contractor and to proceed with the work required under theAgreement in any manner the Company deems proper. If the Contractor is convicted of any crime or offense, failsor refuses to comply with the written policies or reasonable directive of the Company, is guilty of serious misconductin connection with performance hereunder, or materially breaches provisions of this Agreement, the Company at anytime may terminate the engagement of the Contractor immediately and without prior written notice to the Contractor.Contractor specifically acknowledges that the unilateral termination of the Agreement by the Company under theterms set forth below is an essential term of the Agreement.

12. Independent Contractor’s Claims

The Contractor agrees that the Company does not take responsibility to render the latter an employee, partner, agent,or joint venturer with the Company for any purpose. As the Contractor is and will remain an independent contractorin his relationship to the Company, the Company shall not be responsible for withholding taxes with respect to theContractor’s compensation hereunder.

13. Invoices

Invoices, related to tasks completed are provided every 14 (fourteen) days during the Probationary Period and alongwith every task thereafter.

14. Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the successors or assigns of the Parties hereto andtheir respective heirs, if any, successors, and assigns.

15. Governing Law

The laws of the USA shall govern the validity of this Agreement, the construction of its terms and the interpretationof the rights and duties of the parties hereto.

16. Binding Arbitration

Should the Parties fail to resolve a contract dispute or any controversies arising out of the terms of this Agreementor its interpretation, the Contractor and Company mutually may elect to have the dispute or grievance resolvedthrough binding arbitration. The arbitration proceeding shall take place in accordance with the rules of the AmericanArbitration Association, and the awards judgments may be brought to any authorized court.

17. Section Headings

Section headings do not completely and accurately reflect the content of the present Agreement and therefore shallnot be considered a part of this Agreement.

18. Waiver

A waiver of a breach or default under this Agreement shall not be a waiver of any other or subsequent breach ordefault. Failure or delay by either Party to enforce compliance with any term or condition of this Agreement shall notconstitute a waiver of such term or condition.

19. Assignment

Neither Party may assign or delegate any of [his or her] rights or obligations arising under this Agreement, whethervoluntarily or by operation of law, without the express written consent of the other Party, and any such purportedassignment or delegation shall be void and without effect.

This Agreement shall be binding upon and inure to the benefit of the successors or assigns of the Parties hereto and,to the extent any successor or assign is not bound by operation of law, each Party shall cause such successor or assignto expressly agree in writing to be bound by this Agreement.

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20. Notices

Any and all notices required or authorized hereunder shall be in writing and shall be delivered by any reasonable means,including by personal delivery, registered or certified mail, or facsimile to the address of the Party to which that noticeis to be given, if deposited in the USA mail, certified or registered, postage prepaid, return receipt requested. Ifsuch notice or demand is served personally, notice shall be deemed constructively made at the time of such personalservice. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemedgiven five days after deposit thereof in the USA mail addressed to the party to whom such notice, demand or othercommunication is to be given as follows:

If to the Contractor:[name]

[street address]

[city, state, zip]

If to the Company: IGT Group IncOffice Suites1 Mt Hope AveSuite 200Rochester, NY 14620USA

Should any party change its address, the written notice has to be made in advance.

21. Modification or Amendments to the Agreement

Changes to any part of this Agreement may be proposed by either party at any time and may be made with theconsent of both parties. No modification or amendment to this Agreement shall be valid unless made in writing andsigned by duly authorized representatives of both Parties.

22. Complete Agreement

This Agreement and the Prior Agreement contains the entire understanding of the Parties with respect to the matterscontained herein and supersedes all previous negotiations, agreements and commitments related thereto. There areno promises, covenants or undertakings between the Parties other than those expressly set forth herein and in thePrior Agreement. In the event of any conflicts between this Agreement and the Prior Agreement, this Agreementshall prevail.

23. Agreement Unenforceability

Neither Party shall be liable for any delay or nonperformance of any provision of this Agreement. If any provision ofthis Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreementshall nevertheless remain non-cancelable in full force and effect.

24. The essential elements and signatures of the Parties

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above.The parties hereto agree that facsimile signatures shall be as effective as if originals.

[contractor’s name]Richard Cohen

Its: Financial Agent Its: President

By:

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EXHIBIT A

TRANSFER SERVICE, Term of the Agreement and Compensation

DUTIES:

The Contractor undertakes the responsibility to receive payments from the Clients of the Company to his personalbank account, withdraw cash and to effect payments to the Company’s partners by Western Union or MoneyGram moneytransfer system within one (1) day. He/she will report directly to the senior manager and to any other party designatedby the senior manager in connection with the performance of the duties under this Agreement and shall fulfill any otherduties reasonably requested by the Company and agreed to by the Contractor.

CONFIDENTIALITY:

The Contractor acknowledges that during the engagement he will have access to and become acquainted with varioustrade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Companyand/or used by the Company in connection with the operation of its business including, without limitation, the Company’sbusiness and product processes, methods, customer lists, accounts and procedures. The Contractor agrees that he willnot disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term ofthis Agreement or at any time thereafter. All files, records, documents, blueprints, specifications, information, letters,notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company,whether prepared by the Contractor or otherwise coming into his possession, shall remain the exclusive property of theCompany. The Contractor shall not retain any copies of the foregoing without the Company’s prior written permission.The Contractor further agrees that he will not disclose his retention as an independent contractor or the terms of thisAgreement to any person without the prior written consent of the Company and shall at all times preserve the confidentialnature of his relationship to the Company and of the services hereunder. If the Contractor releases any of the aboveinformation to any parties outside of this company, such as personal friend, close relatives or other Financial Institutionssuch as a Bank or other Financial Firms, it could be grounds for immediate termination. If the Contractor is ever in doubtof what information can be released and when, the Contractor will contact their superior right away.

TERMS OF ENGAGEMENT:

The Contractor is engaged by the Company on terms of thirty-days (30) probationary period. During the probationaryperiod the Company undertakes to pay to the Contractor the base salary amounting to 2300 USD per month plus 8%commission from each payment processing operation. After the probationary period the Company agrees to revise and raisethe base salary to 3000 USD.

The Company has the right to cancel this Agreement at any time within the probationary period or refuse to extendit after that, should the Contractor refuses to fulfill his/her obligations under this Agreement or fulfills them not in goodfaith.

The Contractor has the right to terminate the Agreement at any time on condition that he/she has processed allprevious payments and has no new instructions.

COMPENSATION:

The Company undertakes to pay taxes accrued in connection with money transfer.The Company shall also reimburse part of expenses which are incurred in connection with money transfer by Western Union

or MoneyGram systems (should money transfer charges exceed 3%, i.e. commission for payment processing operation).The above difference will be automatically added to the base salary of the Contractor and paid once per month togetherwith the base salary.

The Company shall have the right to decrease the Contractor’s commission in case the payment processing terms wereviolated by the Contractor. Should the Contractor delays re-sending money accepted to his bank account for the periodexceeding one (1) day without any explicit reason, the Company shall have the right to impose sanctions on the Contractorif only the delay has not been caused by the Force Majeur circumstances and to apply to the arbitration and claim for thereimburse of the amount transferred to his account or for compensation for other damage if any, evicted due to the delay.

The Contractor may take days off at any time and at his/her option upon giving five (5) working days advance noticein writing or three (3) working days advance notice via e-mail or fax to the Company in order that the latter may abstainfrom charging the Contractor with new instructions. However, salary for each day-off is deducted from the Contractor’sbase salary.