TRADEMARK LICENSE AGREEMENT

THIS TRADEMARK LICENSE AGREEMENT (the "Agreement"), effective as of the last date
shown next to the signature lines below (the "Effective Date"), is by and between Houston NFL Holdings,
L.P. (hereinafter called LICENSOR), a Delaware limited partnership licensed to do business in the State of
Texas and doing business as the "Houston Texans" (the "Team"), with its principal place of business
located at Reliant Stadium, Two Reliant Park, Houston, Texas, 77054-1573, and the Texas Lottery
Commission (hereinafter called SPONSOR), a Texas state agency, with its principal place of business
located at 611 East 6th Street, Austin, Texas 7870]-37]5 (LICENSOR and SPONSOR are ~ach sometimes
referred to herein individually as a "Party," and collectively as the "Parties").

WHEREAS, LICENSOR is the owner and licensor of the trademarks, name, logos, symbols,
emblems, characters, artwork, depictions, illustrations, insignia, trade dress, service marks, copyrights and
other intellectual property rights relating to the Houston Texans NFL Football franchise as shown in
Exhibit A attached hereto (hereinafter called the "Team's Trademarks"); and,

WHEREAS, SPONSOR is the owner and licensor of the trademarks, name, logos, symbols,
emblems, characters, artwork, depictions, illustrations, insignia, trade dress, service marks, copyrights and
other intellectual property rights relating to the Texas Lottery and the Texas Lottery Commission as shown
in Exhibit B attached hereto (hereinafter called the "s ponsor' s Trademarks"); and,

WHEREAS, SPONSOR desires to license the Team's Trademarks in connection with its business,
and LICENSOR desires to use Sponsor's Trademarks in connection with its business.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set
forth, the Parties agree as follows:

1. DEFINITIONS

1.1 "Licensed Products" means lottery tickets and prize packages pertaining to such tickets, and
materials or services related or ancillary to the offering or sale of such lottery tickets and prize packages (e.g.,
advertising, marketing, billboards, flyers, brochures, point of sale materials, etc.), all bearing or using the
Team's Trademarks.

1.2 "Game" means the lottery game to be launched by Sponsor in approximately August 2009,
ancIJor any lottery games launched by Sponsor thereafter, in the Territory and utilizing the Licensed Products
for the Term of the Agreement.

1.3 "Sales," "sale," "sell" or "sold" refers to Game tickets sold and processed by SPONSOR's
Lottery Gaming System, less (a) any Game tickets that have been canceled or returned, (b) any promotional
tickets or promotional coupons, and (c) any retailer adjustments.

1.4 "Term" means the period of ti,?e from the Effective Date until Sponsor in its sole discretion
ends or terminates the Game, or until June 30, 2010, whichever is earlier, and any subsequent extensions of this
Agreement, either by express written agreement of the Parties or through operation of the force majeure
provisions set forth in section ]5 of this Agreement. Notwithstanding the foregoing and anything contained

....•
herein to the contrary, in accordance with NFL 2009 Resolution BY -I, this Agreement shall expire no later
than June 1,2011.

1.5 "Territory" means within the geographic boundaries of the State of Texas.

2. GRANT OF LICENSE. EXCLUSIVITY

(a) Subject to the terms and conditions hereof, and as set forth in Addendum No.1, which is
attached hereto and fully incorporated herein by reference, LICENSOR grants to SPONSOR an exclusive,
non-transferable right and license to use the Team's Trademarks during the Term solely in connection with
the sale, marketing, advertising, and promotion (including but not limited to television, radio, print
mediums, and the Internet) of the Licensed Products and Game (or for such other use as may be approved
by LICENSOR and agreed to by SPONSOR), tickets for which shall be prepared and printed by one or
more of SPONSOR's ticket manufacturers or vendors (hereinafter called PRINTER) and to be offered for
sale in the Territory, at duly licensed lottery sales agent locations and/or directly by SPONSOR. SPONSOR
shall be solely and exclusively responsible for the design and execution of the Game, including selection
and notification of prizewinners, and for compliance with all rules and regulations of any state, federal, or
other governmental body with respect to the Game.

(b) LICENSOR represents that it is duly authorized to grant such right and license to
SPONSOR, and to PRINTER for the sole purpose of producing the instant lottery game tickets.
LICENSOR has not previously granted any right or authority to any third party that would conflict with the
licensed rights granted to SPONSOR herein. LICENSOR further represents that this Agreement does not
violate any obligation owed by LICENSOR to the National Football League or any other third party.

(c) The Game shall be designated as "The Official Scratch-Off Lottery Game of the Houston
Texans." For the Term of the Agreement, LICENSOR shall not permit any other person or entity to utilize
the Team's Trademarks to advertise, promote, offer or sell any goods or services that are the same as or
similar to the Licensed Products. LICENSOR's grant of exclusivity to SPONSOR is subject to the rules and
policies of the National Football League, as such may be amended from time to time, and specifically
subject to NFL 2009 Resolution BY -1, a copy of which is attached hereto as Exhibit C.

(d) SPONSOR hereby grants to LICENSOR a non-exclusive, non-transferable right and license
to use Sponsor's Trademarks during the Term in connection with the marketing, advertising, and promotion
(including but not limited to television, radio, print mediums, and the Internet) of the Licensed Products and
Game, and in connection with marketing and advertising of SPONSOR's involvement with and sponsorship
of LICENSOR.

3. OWNERSHIP OF RESPECTIVE INTELLECTUAL PROPERTY

(a) SPONSOR acknowledges the ownership of the Team's Trademarks by LICENSOR and
SPONSOR agrees that it will do nothing inconsistent with such ownership and that all use of the Team's
Trademarks by SPONSOR shall inure to the benefit of and be on behalf of LICENSOR. SPONSOR agrees
that nothing in this Agreement shall give SPONSOR any right, title or interest in the Team's Trademarks
other than the right to use the Team's Trademarks in accordance with this Agreement and SPONSOR agrees
that it will not attack the title of LICENSOR to the Team's Trademarks or attack the validity of this
Agreement. Further, SPONSOR shall not claim adversely to any right or interest of LICENSOR in and to:
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(i) the Team's Trademarks; or (ii) any trademarks, service marks, trade dress or trade names confusingly
similar to the Team's Trademarks. SPONSOR agrees not to attempt to register or to use or to aid any third
party in attempting to register or use any trademarks, service mark, or trade name, or apply for any
copyright or design right which may be confusingly similar to the Team's Trademarks in any territory and
shall fully inform PRINTER of this obligation.

(b) LICENSOR acknowledges the ownership of SPONSOR's Trademarks by SPONSOR and

LICENSOR agrees that it will do nothing inconsistent with such ownership and that all use of SPONSOR's
Trademarks by LICENSOR shall inure to the benefit of and be on behalf of SPONSOR. LICENSOR agrees
that nothing in this Agreement shall give LICENSOR any right, title or interest in the SPONSOR's
Trademarks other than the right to use SPONSOR's Trademarks in accordance with this Agreement and
LICENSOR agrees that it will not attack the title of SPONSOR to SPONSOR's Trademarks or attack the
validity of this Agreement. Further, LICENSOR shall not claim adversely to any right or interest of
SPONSOR in and to: (i) the SPONSOR's Trademarks; or (ii) any trademarks, service marks, trade dress or
trade names confusingly similar to the SPONSOR's Trademarks. LICENSOR agrees not to attempt to
register or to use or to aid any third party in attempting to register or use any trademarks, service mark, or
trade name, or apply for any copyright or design right which may be confusingly similar to SPONSOR's
Trademarks in any territory.

4. QUALITY STANDARDS

Each Party agrees that the nature and quality of all goods produced and services rendered by a Party
in connection with the other Party's intellectual property, and all related advertising, promotional and other
uses of the other Party's intellectual property, shall conform to standards set by and be under the control of
the Party owning that intellectual property.

s. QUALITY MAINTENANCE

Each Party agrees to cooperate with the other Party in facilitating the owning Party's control of the
nature and quality of use of the owning Party's intellectual property. Each Party agrees to submit to the
other Party color proofs of all tickets, point-of-sale and advertising materials containing the Team's
Trademarks and/or SPONSOR's Trademarks (the "Artwork") prior to production, for approval in writing.
The receiving Party shall have three (3) business days to approve in writing each piece of Artwork or to
return the Artwork to the submitting Party for revision. The submitting Party shall submit any such revised
Artwork to the receiving Party, and the receiving Party shall again have three (3) business days to approve
in writing all such revised Artwork or return the Artwork to the submitting Party for further revision. If the
receiving Party does not return the Artwork within the aforementioned time periods, the Artwork shall be
deemed approved by the receiving Party, subject to the National Football League's approval rights set forth
in NFL 2009 Resolution BV-I (LICENSOR shall have the duty to submit the relevant Artwork to the
National Football League for such approval). The receiving Party's approval of, and requests for revision
of, Artwork shall be communicated via email, fax, or other written documentation. Neither Party hereto
will unreasonably withhold its approval of any act or request of the other to which its approval is necessary
or desirable. The submitting Party agrees not to change such Artwork in any material respect after approval
by the receiving Party. SPONSOR agrees to supply LICENSOR with ten (10) packs of voided tickets as
finally produced, and specimens of all other authorized uses of the Team's Trademarks upon LICENSOR's
request. Each Party agrees that it will comply with all applicable laws and regulations and obtain all

3
appropriate government or NFL approvals pertaining to the sale, distribution and advertising of goods and
services covered by this Agreement.

6. FORM OF USE

SPONSOR agrees to use the Team's Trademarks on the Licensed Products in the form and manner
and with appropriate legends as approved or prescribed by LICENSOR, and not to use any other trademark
or service mark of LICENSOR in combination with the Team's Trademarks without prior written approval
of LICENSOR. Without restricting or limiting the foregoing, all goods sold by SPONSOR using the
Team's Trademarks, and all advertising and promotional materials of SPONSOR using the Team's
Trademarks shall bear the following statement: "The Houston Texans and the Houston Texans' logo are
registered trademarks of Houston NFL Holdings, L.P. and are used under license. All Rights Reserved."
SPONSOR shall place the registered trademark symbol "@" whenever the Team's Trademarks appear in
tangible form. LICENSOR shall place the registered trademark symbol "@" whenever the SPONSOR's
Trademarks appear in tangible form.

7. INFRINGEMENT PROCEEDINGS

A Party agrees to promptly notify the other Party of any unauthorized use of the other Party's
intellectual property by others if or when such unauthorized use comes to a Party's attention. The owning
Party shall have the sole right and discretion to bring infringement, unfair competition or other legal or
equitable actions involving the owning Party's intellectual property.

8. TERMINATION IN THE EVENT OF INSOLVENCY OR FOR CAUSE

Each Party shall have the right to terminate this Agreement upon thirty (30) days' prior written
notice to the other Party in the event of: (a) any affirmative act of insolvency by the other Party, (b) the
appointment of any receiver or trustee to take possession of all or any part of the property of the other Party,
(c) the winding-up, sale, consolidation, merger or any sequestration by government authority of the other
Party, or (d) a breach of the material terms of this Agreement that is not cured within thirty (30) days after
receipt of written notice of such breach.

Notwithstanding anything herein to the contrary, the Parties acknowledge this Agreement (including
SPONSOR's obligations to make royalty and merchandise sales allocations payments to LICENSOR) is
contingent on the continued availability of funding. If funds for making payment(s) hereunder become
unavailable due to lack of appropriations, SPONSOR or LICENSOR may terminate this Agreement without
penalty or further obligation to make payment or provide prizes following such termination, as applicable,
by providing notice to the other Party.

9. EFFECT OF TERMINATION OR EXPIRATION

Upon termination or expiration of this Agreement, each Party agrees to discontinue all use of the
other Party's intellectual property, or anything confusingly similar thereto, and to cooperate with each other
or their respective appointed agents to destroy or remove from public display all printed materials bearing
the other Party's intellectual property, subject to SPONSOR's right to sell through its existing inventory of
Licensed Products in connection with the Game, for a period of four (4) months following such expiration
or termination but in no event later than June 1, 2011. Each Party agrees that before and after any such
4
expiration or tennination, all right, title and interest in the intellectual property, and the goodwill connected
therewith, shall remain the sole property of the respective owning Party.

10. PROHIBITED ASSIGNMENT AND SUB-LICENSING

Each Party agrees that this Agreement and the rights conveyed hereunder may not be assigned and
that neither Party shall be entitled to grant sub-licenses without the prior, express written consent of the
other Party.

11. EXCEPTIONS TO RESTRICTIONS ON THE TERRITORY

The Parties agree that the Licensed Products may be sold within the State of Texas, pursuant to the
tenns of current Texas law. However, incidental advertising, marketing and/or promotion of the Licensed
Products may occur, or be viewed by others, beyond the borders of the State of Texas, without violation of
the tenns of this Agreement (e.g., advertising via the Internet, television or radio broadcasts in Texas, or
through publications circulated beyond the State of Texas). Notwithstanding the foregoing sentence,
LICENSOR shall comply with all laws governing the broadcasting and publication of advertisements and
other infonnation concerning a lottery, including 18 u.s.c. sections 1304 and 1307. Further, LICENSOR
acknowledges and agrees that a Dallas Cowboys scratch-off lottery ticket may be offered, sold and
distributed by SPONSOR in the Territory, including in Houston, Texas, during approximately the same
Tenn as the Game, without violating the tenns of this Agreement. LICENSOR further acknowledges and
agrees that if the Dallas Cowboys or its parent, subsidiary or related companies provide marketing support
in conjunction with a Dallas Cowboys scratch-off lottery ticket in the Territory, including in Houston,
Texas, during approximately the same Tenn, LICENSOR will not bring a claim against SPONSOR related
to such marketing support.

12. APPROVALS

LICENSOR's grant of rights hereunder is subject to prior written approval by the National Football
League. This Agreement is subject to the rules and policies of the National Football League, as such may
be amended from time to time, including, without limitation the tenns of NFL 2009 Resolution BY -I,
attached hereto as Exhibit C. Subject to the foregoing, the Parties hereto represent that the execution,
delivery and perfonnance of this Agreement has been duly authorized by all necessary corporate action and
government or other approvals on the part of the Parties and that this Agreement constitutes a valid and
legally binding agreement of the Parties enforceable against them in accordance with its terms.

13. NOTICES

All notices and other communications under this Agreement shall be in writing and shall be deemed
given when delivered personally or by overnight delivery to the Parties (and shall also be transmitted by
facsimile or email to the persons receiving copies thereof) at the following addresses (or to such other
address as a Party may have specified by notice given to the other Party pursuant to this provision):

If to SPONSOR, to:

Texas Lottery Commission

611 East 6th Street
5
 Austin, TX 7870 I
Attn: Dale Bowersock
Telecopy: 512-344-5242
Email: dale.bowersock@lottery.state.tx.us

If to Licensor, to:

The Houston Texans

Reliant Stadium, Two Reliant Park
Houston, TX 77054-1573
Attn: Jamey Rootes
Telecopy: 832-667-2062
Email: jrootes@houstontexans.com

14. HOLD HARMLESS

LICENSOR represents that it has the full right and authority to license the use of LICENSOR's
intellectual property as contemplated in this Agreement, for the purposes set forth in this Agreement.
LICENSOR therefore represents and agrees that it will indemnify and hold SPONSOR harmless from and
against any claims of infringement or other loss or damage that may be alleged as a result of SPONSOR's use
of LICENSOR's intellectual property for the purposes set forth in this Agreement. SPONSOR shall notify
LICENSOR promptly and in writing of any such claim, give LICENSOR, at LICENSOR's sole expense, sole
control over its defense or settlement, and provide reasonable assistance in the defense thereof.

SPONSOR represents that it has the full right and authority to license the use of SPONSOR's
intellectual property as contemplated in this Agreement, for the purposes set forth in this Agreement.
LICENSOR shall notify SPONSOR promptly and in writing of any claim of infringement arising out of the use
of SPONSOR's intellectual property, give SPONSOR, at SPONSOR's sole expense, sole control over its
defense or settlement, and provide reasonable assistance in the defense thereof.

In no event shall either Party hereto have any liability to any other Party in connection with this
Agreement for consequential, special or punitive damages. This Section shall survive the expiration or
termination of this Agreement.

15. FORCE MAJEURE

If any Party is delayed in or prevented from complying, either totally or in material part, with any of
the terms or provisions of this Agreement by any reason out of its control (such as but not limited to riot,
war, terrorism, or rebellion; fire, flood, severe storm, accident, or other act of God) or by a player strike,
management lockout, walk out, postponement or any other work stoppage (whether or not LICENSOR has
supported such work stoppage) (collectively, a "force majeure"), then the affected obligations of such Party
shall be suspended during the period of such inability, and such inability shall not be deemed a breach of
this Agreement.

If any of the Team's home games are cancelled, postponed or played at a location other than the
Reliant Stadium due to a force majeure, then LICENSOR shall provide the in-stadium benefits set forth in
Addendum No.1 on the date(s) and at such location(s) at which any such cancelled, postponed or relocated
6
games are played. LICENSOR will use all commercially reasonable efforts to satisfy its obligations with
respect to prizes or benefits under this Agreement. With respect to prizes that are unable to be provided due
to a cancelled, postponed or relocated game, the Parties will work together in good faith to agree either upon
additional prizes to be provided during any football seasons during the Term and/or refund of any
prepayments by SPONSOR for prizes paid for but not received.

If three (3) or more regular season home games in any single football season during the Term are
cancelled and not rescheduled as a consequence of such force majeure (a "Cancelled Season"), the Term of
this Agreement shall automatical1 y be extended by one (l) additional year but in no event later than June I,
20 II. The consideration payable by SPONSOR during the year following a Cancelled Season will be the
same as the amount that would have been payable during the Cancelled Season. The consideration payable
during any subsequent years remaining in the Term will be the same as that which would have been payable
in the immediately preceding year if there had been no Cancelled Season.

If any home game is scheduled by the NFL (with or without the consent of LICENSOR) to be
played at a location outside the United States, LICENSOR may satisfy its obligations with respect to in-
stadium benefits by making commercially reasonable efforts to provide such benefits at the remaining home
games. If such is not commercially feasible, LICENSOR agrees that the benefits to be received by
SPONSOR pursuant to this Agreement shall be proportionately reduced by the number of such home games
scheduled to be played at a location outside the United States, and the Parties will discuss in good faith a
means to provide substitute benefits of equal or greater value to SPONSOR.

Except as otherwise stated above, a force majeure shall not release the Parties from their other
obligations under this Agreement that are not prevented or delayed by the force majeure. A force majeure
shall not include any event that a Party could have prevented by any exercise of due diligence and expressly
does not include financial hardship.

16. APPLICABLE LA WS AND COURTS

This Agreement shall be governed and construed in all respects according to the laws of the State of
Texas, and subject to the dispute resolution provisions set forth in section 17 below, any litigation with
respect thereto shall be brought in the courts of the State of Texas. This section is purely a venue provision
and shall not be deemed a waiver of sovereign immunity by SPONSOR.

17. DISPUTE RESOLUTION

The dispute resolution process provided for in Texas Government Code Chapter 2260 and 16 Texas
Administrative Code §§ 403.201-223 must be used by LICENSOR to attempt to resolve any disputes
brought by LICENSOR arising under this Agreement.

18. ELIGIBILITY TO RECEIVE PAYMENTS ON STATE CONTRACTS

Under Texas Family Code Section 231.006, LICENSOR certifies that the individual or business
entity named in this Agreement is not ineligible to receive the specified grant, loan, or payment and
acknowledges that this Agreement may be terminated and payment may be withheld if this certification is
inaccurate.

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 19. CERTIFICATION

Pursuant to Texas Government Code Section 466.103, SPONSOR's Executive Director may not
award a contract for the purchase or lease of facilities, goods or services related to lottery operations to a
person who would be denied a license as a sales agent under Texas Government Code Section 466.155 (see
Exhibit D, attached hereto and incorporated by reference for all purposes). By executing this Agreement,
LICENSOR certifies that it has reviewed the provisions of Texas Government Code Section 466.155, and
further certifies that LICENSOR would not be prohibited by the terms of Texas Government Code Section
466.155 from obtaining a license as a sales agent.

20. WAIVER

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent defaults
of the same or other provisions of this Agreement.

21. SEVERABILITY

If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent
jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause, or provision
and such invalid term, clause, or provision shall be modified to the extent possible to comply with the terms
of the then-existing law and as adhering to the intent of the parties, and if such modification is not possible
then in such event the provision shall deemed to be severed from the Agreement.

22. RIGHT TO AUDIT

LICENSOR understands that acceptance of funds under this Agreement acts as acceptance of the
authority of the State Auditor's Office, or any successor agency, to conduct an audit or investigation in
connection with those funds. LICENSOR further agrees to cooperate fully with the State Auditor's Office or
its successor in the conduct of the audit or investigation, including providing all records requested.
LICENSOR will ensure that this clause concerning the authority to audit funds received indirectly by
subcontractors through LICENSOR and the requirement to cooperate is included in any subcontract awards.

23. INTEGRATION

This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all
prior agreements between the Parties. This Agreement shall not be modified or amended except in writing
signed by the Parties hereto and specifically referring to this Agreement.

24. REPRESENT ATION. MUTUAL NEGOTIATION

Each Party has had the opportunity to be represented by counsel of its choice in negotiating this
Agreement. This Agreement shall therefore be deemed to have been negotiated and prepared at the joint
request, direction, and construction of the Parties, at arms length, with the advice and participation of
counsel, and will be interpreted in accordance with its terms without favor to any Party.

8
 25. HEADINGS

The headings used herein are for reference and convenience only and shall not enter into the
interpretation hereof.

26. COUNTERPARTS

This Agreement may be executed in multiple counterparts, each of which shall be deemed an
original and which together shall constitute one and the same instrument.

27. STATUS OF THE PARTIES

This Agreement is not intended to create, and shall not be interpreted or construed as creating, a
partnership, joint venture, agency, employment, master and servant, or similar relationship between the Parties,
and no representation to the contrary shall be binding upon either Party.

HOUSTON NFL HOLDINGS, L.P.,

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d/b/a HOUSTON TEXANS ("LICENSOR")
By: RCM Sports & Leisure, L.P., its general partner

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GP; L.L.c.. its general partner
Date: ~
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9
 ADDENDUM NO.1 TO
TRADEMARK LICENSE AGREEMENT BETWEEN LICENSOR AND SPONSOR

This ADDENDUM NO. I TO TRADEMARK LICENSE AGREEMENT BETWEEN LICENSOR

AND SPONSOR is attached to and fully incorporated into that certain TRADEMARK LICENSE
AGREEMENT, effective as of the last date shown to the signature lines therein, by and between Houston
NFL Holdings, L.P., d/b/a Houston Texans, and the Texas Lottery Commission (the "Agreement").

Capitalized terms used but not defined herein shall have the meaning given to them in the
Agreement.

1. FEES AND CONSIDERATION

In consideration of being granted the right to use the Team's Trademarks during the Term,
SPONSOR shall allocate funds not to exceed two hundred sixty-two thousand five hundred dollars
($262,500) for Licensing Fees and one million one hundred ninety thousand dollars ($1,190,000) in
Merchandise Allocation payment for the following.

a. Payment to LICENSOR of a royalty based upon the actual Sales of the Game (as defined in
section 1.3 of the Agreement) as follows:

Licensim! Fee Sales Allocation

(Based on actual ticket sales - invoiced monthly)

Sell Through Licensing Price per Actual Sales Licensing

Range* Percentage Ticket Fee

Up to 4 million tickets 1.00 $5 $20,000,000 $200,000

4,000,001 to 5 million 1.25 $5 $5,000,000 $62,500

Total Licensing Fee Allocation: $262,500.

* License percentage fees apply directly to the relevant sales tier and are not retroactive to
lower sales levels.

SPONSOR (with the assistance of PRINTER) agrees to print with the intent to distribute and sell
approximately 5,000,000 Texas Lottery scratch-off tickets bearing the Team's Trademarks and that
the scratch-off tickets shall be sold at retail for a price of $5.00 per ticket.

For example: If the initial sales period indicated sales of 4,250,000 tickets, the invoiced amount
would be calculated as:

• 4,000,000 tickets sold at $5 = $20,000,000 multiplied by 1.00% licensing fee percentage =

$200,000

• 250,000 tickets sold at $5 = $1,250,000 multiplied by 1.25% licensing fee percentage =

$15,625
1
 • The total Licensing Fee invoice would be for $215,625

b. Payment to LICENSOR for merchandise and experiential prize packages that will contain a pre-
determined number of individual prizes to be awarded through second-chance drawings
conducted by SPONSOR and fulfilled by LICENSOR. The total allocation of prize funds for
these prizes will be one million, one hundred and ninety thousand dollars ($1,190,000). Payment
amounts are determined based upon the prize being fulfilled and are detailed as follows:

1. "Texans VIP Suite Weekend," five (5) allocated and valued at $40,000 each.

11. Team Autographed Authentic Jersey from Team Star Players, two thousand, four
hundred and seventy-five (2,475) allocated and valued at $400 each.

Invoicine for Merchandise and Experiential Prize Fulfillment

LICENSOR will be paid by SPONSOR for merchandise and experiential prizes over the course of
the Game as prizes are fulfilled, as more particularly described in this section. SPONSOR agrees to conduct
five (5) second chance drawings for the prizes and to award one (1) Texans VIP Suite Weekend prize and
four hundred ninety-five (495) Team Autographed Authentic Jerseys from Team Star Player prizes in each
drawing, in accordance with the following schedule:

"End-of-Game"
the
Drawine No.datefifteen
Between
Between
Within Sept.
Oct.
Dec. 16
Nov. 15
16Time
-- Nov.
(15) Oct.
Jan.
Dec.Period
15,
15,2009
15, 2009
15,2009
business 20 I0
days
352
I in the 4following
described after
section

LICENSOR will invoice SPONSOR on a monthly basis as the prizes are fulfilled. A detailed
accounting of the prizes fulfilled will be included with the invoice, including the name and address of all
experiential and merchandise prize pack winners during the monthly billing period and the date each
experiential prize was fulfilled (which, for purposes of this section, shall be considered when the Texans
VIP Suite Weekend has been fulfilled with the winner) or each merchandise prize was mailed to each
wmner.

Invoicine for Licensine Fee Sales Allocation

During the term of this Agreement, SPONSOR shall deliver Game sales reports to LICENSOR on
the first state business day of each month beginning October I, 2009; if the first business day of the month
is a State of Texas holiday, then sales report will be due on the next business day that is not a State holiday.
SPONSOR will detail weekly sales totals for the applicable reporting period. LICENSOR then will issue an
invoice for the licensing fee sales allocation to SPONSOR in accordance with the tiered License Fee
Allocation schedule above. This process will continue until the official "Call" date for the Game determined
by SPONSOR in its sole discretion. The "Call" date begins a 45-day period during which all remaining
tickets for the Game are returned to SPONSOR. The "End-of-Game" date is 45 days from the "Call" date
2
 and marks the end of the Game. No tickets for the closed Game may be distributed to or sold by retailers
after this date. A final reconciled sales report will be provided to LICENSOR by SPONSOR no later than
90 days following the official "End-of-Game" date.

The timing and decision to close a Game will be in accordance with SPONSOR's rules, policies and
procedures. All of SPONSOR's directives, policies, procedures, rules, regulations and applicable laws shall
apply to the Game.

LICENSOR shall be responsible for the print costs incurred by SPONSOR above the cost to print
the Game at a 4.5 million ticket quantity, subject to a cap of $16,000, unless otherwise agreed to by
LICENSOR and SPONSOR. This cost will be deducted by SPONSOR from merchandise fulfillment and
licensing fee sales invoices payable to LICENSOR for the Game until the additional printing charges (>4.5
million tickets) are paid in full.

2. MERCHANDISE FULFILLMENT SERVICES

Merchandise and Experiential Prizes, as detailed in Section 4, will be awarded by second-chance .

drawings in which qualifying non-winning tickets may be submitted as entries by eligible players.

SPONSOR shall control the procedure for the second-chance drawings.

SPONSOR shall provide LICENSOR a detailed list of prizewinners after each drawing.

LICENSOR shall provide complete fulfillment of all merchandise and experiential prizes. There
shall be no additional charge for any aspect of such order fulfillment.

From the date that LICENSOR is notified by SPONSOR of a winner of a Texans VIP Suite
. Weekend prize, LICENSOR shall contact the winner within ten (10) business days to begin making
arrangements for fulfillment.

From the date that LICENSOR is notified by SPONSOR of a winner of a Team merchandise prize,
LICENSOR shall complete fulfillment of the prize within ten (10) business days.

LICENSOR shall bear all risks of loss of or damage to the prize until the prize winner has received,
inspected and accepted the units, at which point those risks shall pass to the prize winner. In the event the
winner's prize is damaged or defective, LICENSOR shall immediately replace the damaged prize at no
additional cost to SPONSOR or the prize winner.

LICENSOR shall provide a monthly list of fulfilled prizes to SPONSOR. The list shall include an
accounting of all merchandise/experiential prizes, including the names and addresses of the winners and the
shipment tracking numbers. The list shall be provided in both .xls and .xml formats.

LICENSOR shall provide a monthly list of all experiential prizes that have been won but not
fulfilled, with their scheduled fulfillment dates, if known.

SPONSOR has the right to monitor the fulfillment process and contact LICENSOR to discuss any
reported problems with fulfillment and request possible solutions.

3
 3. MARKETING SUPPORT

LICENSOR agrees to provide, at no additional cost, the following as Marketing Support to support
the continued sales of the Game:

a. SPONSOR will receive the right to utilize the Team's Trademarks for the purposes of
creating a Team branded scratch-off game throughout the state of Texas, as more
particularly described in the Agreement.

b. SPONSOR will receive a 360 degree LED graphic display for one (1) minute of game
time per quarter on approximately 1230' of LED signage for Team pre- and regular
season home games ("Home Games") and all other events in Reliant Stadium from
August 1, 2009 to January 31, 2010, including the Texas Bowl (except for events that
have a policy of not displaying advertisements from state lotteries). LICENSOR will
provide related production/animation at LICENSOR's expense.

c. SPONSOR will receive two (2) :30 second 360 degree "Timeout" animations per half at
each Home Game. LICENSOR will provide related production/animation at
LICENSOR's expense.

d. SPONSOR branding will be incorporated in the Texans Helmet Shuffle interactive video
board feature. Immediately following the Helmet Shuffle, a joint SPONSOR and
LICENSOR fan promotion will be featured on the Reliant Stadium video boards where
selected fans receive a package of prizes mutually agreed upon by LICENSOR and/or
SPONSOR.

e. SPONSOR will be the exclusive sponsor of the "Texas Lottery Halftime Report" during
the Texans' pre-season games aired on KTRK ABC-I3 (Houston) and affiliate stations
and will receive the following benefits:

I. Exclusive name and logo recognition as Halftime Report sponsor a minimum of

three (3) times per broadcast, including a rebroadcast in Houston at midnight on
the day of the original game broadcast.

I. Second Quarter Stay-Tuned Tease

II. Beginning and End of Halftime Report.

II. Three (3) :30 second network commercial advertisements in each game broadcast
- (Eighteen (18) total spots (original and re-broadcast combined), one (l) of the
spots will be the first spot during the "Texas Lottery Halftime Report."

f. SPONSOR will receive one (1) :30 second commercial advertisement during each of the
twenty (20) broadcasts of Texans Inside the Game (Total of twenty (20) spots).

4
g. SPONSOR will receive the following advertisements on the three FS Houston shows
(Texans Countdown on Sundays at 11:00 AM, Texans Wrap-up on Sundays at 11 :00 PM
and Texans Huddle on Thursdays at 6:30 PM):

1. One (1) :30 second commercial during each broadcast of the three (3) shows
(Total of fifty-two (52) spots)

11. One (1) billboard during each broadcast of the three shows (Total of fifty-two
(52) billboards)

Ill. One (1) mutually determined feature during the twenty (20) broadcasts on one (1)
of the Texans shows on FS Houston (Up to twenty (20) features).

h. SPONSOR will receive the following during each Texans Gameday Broadcast:

I. Two (2) :30 second network commercials during the in-game portion of each
game simulcast on KILT -AM (Houston) and KILT -FM (Houston) (two (2) spots
per station per game plus network distribution)

11. Two (2) : 10 second network commercials during the in-game portion of each
game simulcast

111. Two (2) Major SPONSOR Billboards during the in-game network portion of each
game simulcast

IV. Sponsorship of one (l) in-game network feature based on availability

v. A five (5)-month rotating banner on the Texans Radio Network/Sports Radio 610
(Houston) website, with hyperlinks to SPONSOR's website.

I. SPONSOR will receive two (2) :30 second spots in each Texans Hispanic Gameday
Broadcast on KLA T La Tremenda 10 10 AM (Houston) (Total offorty (40) spots)

J. SPONSOR will receive a dedicated information page within the HoustonTexans.com site
to promote the Texans Scratch-off game and all prize details. LICENSOR will provide
related production/animation at LICENSOR's expense.

k. SPONSOR will receive one (1) rotating skyscraper ad throughout HoustonTexans.com

with a total of at least five (5) million unique impressions from August 1, 2009 through
January 31,2010 (skyscraper ad size is 160W x 600H pixels).

1. SPONSOR will receive the following ticket packages to use as incentives for Texas
Lottery retailers to be used at the following two Team Home Games: Texans vs.
Seahawks on December 13,2009 and Texans vs. Patriots on January 3,2010:

I. One hundred (100) lower- level tickets (Fifty (50) per game)

5
 11. One hundred (100) Churrascos Club passes (Fifty (50) per game)

111. Fifty (50) VIP Parking Passes (Twenty-five (25) per game).

m. SPONSOR will receive the following Team merchandise to be utilized as marketing

support for the Game:

1. One hundred and fifty (150) Team t-shirts.

II. One hundred and fifty (ISO) Team ball caps.

n. SPONSOR will receive a full page, four color ad in the following Team publications:

1. Texans Gameday Magazine

11. Texans Bulletin

111. Texans Gameday Playbook.

LICENSOR will ensure that lottery commercials pertaining to SPONSOR do not air on any stations
that are not licensed to a location in the state of Texas.

Except as specifically noted above, SPONSOR shall provide to LICENSOR, at SPONSOR's own
expense, the substantive television and radio content and production, and/or animation, necessary for
inclusion in the above-referenced Marketing Support.

Notwithstanding anything contained herein to the contrary, SPONSOR shall not receive the above
elements for Texans playoff games.

4. MERCHANDISE / EXPERIENTIAL PRIZE DESCRIPTIONS

(awarded through second-chance drawings)

a) "Texans VIP Suite Weekend," valued at $40,000 each. Five (5) winners will be selected through
second-chance drawings, one per drawing. Prize will include:

1. Fourteen (14) tickets in a private Team Luxury Suite to a mutually determined

Team home game in either the 2009 or 2010 NFL season including food and non-
alcoholic beverages (menu determined by LICENSOR in its sole discretion)

11. Each winner (i.e., one (I) person) will receive the right to be in the Texans Tunnel
during the presentation of the Team starting line-ups

111. Texans Ambassador (retired NFL legend) will watch the game with the winner

IV. Round trip airfare for fourteen (14) for a winner outside of the Houston area
(from nearest major international airport), or ground transportation for fourteen
(14) for a winner within the Houston area, and one (1) night hotel

6
 accommodations (single occupancy) for fourteen at The Westin Galleria (or other
3-star or above hotel selected by LICENSOR) for the selected game

v. Fourteen (14) pre-game sideline passes

VI. Dinner for fourteen (14) at a high-end Houston restaurant selected by LICENSOR
the evening prior to the game

Vll. Ground transportation throughout the weekend

Vlll. A Team merchandise gift bag consisting of a Team polo shirt, Team hat and
Texans Power Towel.

b) Team Autographed Authentic Jersey from Team Star Player, valued at $400. Two thousand four
hundred and seventy-five (2,475) winners will be selected through second-chance drawings, four
hundred and ninety-five (495) per drawing. Prize will include:

I. An authentic Team jersey chosen by the winner and autographed by one of the
following three (3) Team's star players:

1. Andre Johnson
2. Mario Williams
3. DeMeco Ryans

Notwithstanding the foregoing list, LICENSOR or SPONSOR reserves the right to

substitute a different Texans player, subject to LICENSOR's and SPONSOR's
consent, such consent not to be unreasonably withheld, conditioned, or delayed, if
any of the foregoing players are unable or unavailable to autograph the jerseys (e.g.,
if the player is traded, injured, etc.), or cease to be a consistent starter.

11. Each jersey will be delivered to the winner's home address.

Ill. The prize will include a letter of authenticity from Team.

IV. SPONSOR agrees not to include the specific names of the players in any
marketing or other advertising materials related to the Game. However,
SPONSOR shall be permitted to refer to the players as "Texans Star Players" or
such other mutually agreed to description, and to refer to the specific players in
the context of legal agreements and official game procedures (e.g., in official
postings on the Texas Register and through a link to the official game procedures
on SPONSOR's website, pursuant to Texas Administrative Code section
401.302).

7
V LIRIHX:tI
 J!;XHJHJT A

HOUSTON TEXANS INTELLECTUAL PROPERTY GUIDELINES

The LICENSOR provides the following guidelines regarding the LICENSOR's intellectual
lroperty .

• You may use the LICENSOR's intellectual property in connection with the promotion of the
Game as referenced in the Agreement. You may not use the LICENSOR's intellectual property
for any other purpose, including the sales of any merchandising or tie-in materials that may
feature the LICENSOR's intellectual property, without express written consent ITom the
LICENSOR.

• Use of the LICENSOR's intellectual property inures to the benefit ofthe LICENSOR, and you do
not acquire any rights in such intellectual property as a result of use allowed by the LICENSOR.

• The LICENSOR's intellectual property should be printed in accordance with the guidelines set
out in Exhibit A-I.

• You should not alter, manipulate, blur, distort or otherwise modify the LICENSOR's intellectual
property .
 EXHIBIT A-I

Houston Texans Trademarks

v
TEXANS
~/
•• OUS ..•.ON

\\

\0/
* c,~"i••
~ .. ' "~.:ia.'1
---J.-~~

HOUSTON TEXANS

antone Colors:

leep Steel Blue: 5395

:attle Red: 187

iberty White: no pantone

I-v .LUIIHX3
9 IT9THXJJ
 EXHIBIT B

TEXAS LOTTERY COMMISSION INTELLECTUAL PROPERTY GUIDELINES

The SPONSOR provides the following guidelines regarding the SPONSOR'S intellectual
property.

• You may use the SPONSOR'S intellectual property in connection with the promotion of
the Game as referenced in the Agreement. You may not use the SPONSOR'S intellectual
property for any other purpose, including the sales of any merchandising or tie-in
materials that may feature the SPONSOR'S intellectual property with express written
consent from the SPONSOR.

• Use of the SPONSOR'S intellectual property inures to the benefit of the SPONSOR, and
you do not acquire any rights in such intellectual property as a result of use allowed by
the SPONSOR.

• Please do not use "Lotto" or "Texas Lottery" as a substitute for a particular game name.
For example, "Lotto Texas" is the name of an on-line game, and is not interchangeable
with "Lotto" or "Texas Lottery". Use "Texas Lottery Commission" to describe the
governmental entity.

• You should mark the SPONSOR'S intellectual property as shown in Exhibit B-1.

• The SPONSOR'S intellectual property sould be printed in accordance with the guidelines
set out in Exhibit B-2.

• You should not alter, manipulate, blur, distort or otherwise modify the SPONSOR'S
intellectual property.

• You should not "frame" the SPONSOR'S web site in the context of your own Internet
web site. (For example, a newspaper's web site should not frame the entire SPONSOR'S
web site in the context of the newspaper's web site, because of advertising and
"preference" concerns.)

• The SPONSOR wishes to avoid association with alcohol and tobacco products.
Therefore, we prefer that our intellectual property not be directly placed next to the logo
of such products.
 EXHIBIT B-1

Frequently Used Texas Lottery Commission (TLC) Trademarks

Trademark Notes

Texas Lottery®

Use the symbol "®" with this word mark. Use the name "Texas Lottery
Commission" to describe the governmental entity.
OR

-TEXRS~
LOTTERY

Use the symbol "®" with this logo.

-TEXHS-
I.OTTERY

" ~.. j~' I '.' •

CII,I\~ITI\BLE _oj ~~.~ (j
r " I I l' I/"/
J ! ,I 'i .. 'i ~ '"a''Ou'~
II
,I',!I-,l'\,\.':\
II) ",' 1/ '
,.".r,. f",' ), £1.,.1" Use the symbol "TM" with this logo.
1\.'. ~'1""\' lIIiI!!"'''.
 Use the symbol "®" with this logo.

TExns LOTiEnv

••
Lotto Texas® Use the symbol "®" with this word mark.

~(-~
"""-
Miif'iPiiiS- • Use the symbol "®" with this logo.

The State of Illinois has registered this word mark and has given the TLC
Mega Millions® permission to use the mark in connection with the multi-state game. Use
the symbol "®" with this word mark.

Megaply® Use the symbol "®" with this word mark.

Megaplier® Use the symbol "®" with this word mark.

Mega-plier® Use the symbol "®" with this word mark.

When you buy, Megaply!® I Use the symbol "®" with this word mark.
 Use the symbol "®" with this logo.
TEXHS

Texas Two Step® Use the symbol "®" with this word mark.

Use the symbol "®" with this logo.

TEXHS LOTTEHY

Use the symbol "TM" with this logo.

Pick 3 ™
Use the mark symbol "TM" with this word mark.

Use the symbol "®" with this logo.

LOTTERY

Cash Five® Use the symbol "®" with this word mark.
 .1 Use the symbol "®" with this logo.

Texas Lottery Daily 4™ Use the symbol "TM" with this word mark.

Use the symbol "®" with this logo.

Texas Lottery Daily 4 with

Use the symbol "TM" with this word mark.
Sum It Up ™

Daily 4™ Use the mark symbol "TM" with this word mark.

~~~. Use the symbol "@" witb this logo.

Sum It Up® Use the symbol "®" with this word mark.
 Use the symbol "®" with this logo.

IBAfCS-oFFS
-11111 Llllln-

Scratch-Offs
Do not use either the "TM" symbol or the "®" symbol in connection with
the words "Scratch-Offs".

Next Time, It Could be

You® Use the symbol "®"with this word mark.

Use the symbol "®" with this word mark.

Play the Games of Texas®

It's a Whole New Ball Use the symbol "®" with this word mark.
Game®

Maybe It's Your Lucky

Use the symbol "TM" with this word mark.
Day ™
 EXHIBIT B-2
TLC Logo Color Sheets
The TLC logo color sheets provide the color formulas for each logo, for three different application formats: one-color,
spot color, and four-color. All TLC logos must be printed using the color specifications for each application. The intellec-
tual property mark that appears with each logo must also be included. To determine which IP mark to use with text-only
logo names, please refer to the Legal Division's "TLC Trademarks Chart," located on the intranet in the TLC Style Center.

The Publications and Graphics team maintains a library of TLC logos in a variety of formats to suit different media and
purposes. We will be happy to provide you with any of the logos upon request and can also assist in determining which
application to use for a particular job. Please contact a team member for assistance.

Spot Color/PMS: Four-Color/CMYK (or "Process"): One-Color:

Logos must be printed in Logos must be printed in Logos must be printed in

the approved PMS SPOT colors
for that logo.
The CMYK formulas used in each spot
color logo match the most recently
updated Pantone Color Standards,
which is the Pantone Color Bridge
edition. These formulas are for
reference only and should not be
used when spot color is requested.
the approved colors for that logo. BLACK, WHITE, or the PMS color
approved for one-color
All four-color logos (except Mega Mil- application of that logo.
lions and the Texas Education logo)
have CMYK formulas that are unique
to the Texas Lottery Commission.
These unique formulas are
not intended to match any
Pantone Color Standards.

These unique formulas should always

be used when four-color/CMYK,
or "process," printing is requested.

SPOT: PMS Color 4C: CMYK (orIProcess") 1C: One Color

2 Spot Color logo: CMYK formulas: 1C options:

This particular logo consists of 9 colors,
none of which are a specific spot color.
CMYKformulas are as follows:
Black circle: 0.0.0.100
Yellow circle: 0.5.100.0
Cream circle: 0.5.18.0
PMS123 PC Blue circle: 30.0.0.0
Green leaf: 95.24.100.10 Black PMS 280 PC PMS8n~
PMS Process Black PC PMS123 PC
C - 0 C - 100 C - n
Green berry: 20.0.25.0 M - 0 M - 78 M - D
C - 0 C - 0 Leaf acorn (dark): 20.20.21.50 Y - 0 Y - 5 Y - ~
M - 0 M - 21 K - 100 K - 18 K - 16
Leaf acorn (light): 20.20.20.20
Y - 0 Y - 88
Star (dark) & Ribbon: 0.20.75.0
K - 100 K - 0
Star (light): 0.10.37.0
 SPOT: PMS Color 4C: CMYK (orIProcess") 1C: One Color

r --

~te .;
~~~~;

,'-'tj. -TEXAS-
-TExns- -TEXRS- ~OTTERY
LOTTERY LOTTERY
2 Spot Color logo: CMYK formulas:

-TEXRS-
~OTTERY
PMS 150 PC 1C options:

PMS 280 PC PMS 150 PC Lottery Blue Lottery Orange

C - 100 C - 0 C - 100 C - 0
M - 78 M - 35 M - 80 M - 40
Y - 5 Y - 70 Y - 0 Y - 100
K - 18 K - 0 K - 30 K - 0 White

SPOT: PMS Color 4C: CMYK (or"Process") 1C: One Color

TEXAS LOTTERYCOMMI9Sl0N
.

TEXRS LOTTERY [OM

:.
MISSION TEXRS LOTTERY [OM
.
MISSION

2 Spot Color logo: CMYK formulas:

IWhite
B 00I Y
I lack K I -- Bingo
88
M
C -- 123
94
PMS K30
C -
21 PC
- 100
M
Y -- 43 TEXRS

r-
LOTTERY COMMISSION
I Yellow Bingo Blue
Bingo Blue I 1C options:
 SPOT: PMS Color 4C: CMYK (or "Process") 1C: One Color

TEXHS LOTTERY

".

TEXRS LOTTERY TEXRS LOTTERY

2 Spot Color logo: CMYK formulas:

ILotto05IRed 1PMS
CKJ --LOTTERY
Lotto Red
Y
K -IYellow
MC -options:
White
Black Lotto
27 I123
C30 PC
88
94
21 - Y M - 34
94
I Lotto Yellow I
I
, I T E X H S

SPOT: PMS Color 4C: CMYK (orIProcess") 1C: One Color

.$~'"~TexaS
:TWO.Step
0"

· f
~

T E X R S
:&mi
LOTtERY I TEXRS
•
-.
LOTTERY

2 Spot Color logo: CMYK formulas: 1C options:

White

20 PC
PMS 2738 Y
IC - 100
Y -I
C
KK - - 91
95
MPMS ,
-- 485
100
93 PC
TXTwoStep M - 79 Blue
TXTwoStep
Red
 SPOT: PMS Color 4C: CMYK (orIProce55") 1C: One Color

74
15
000C
30
92
10
52 M 4--
Daily
69 Y -94
YCYellow
M
4I 144
Spot -- K
Purple
Daily
PC
Y100
I Color
M
C
Y
K
4 - C
-
K -- 100
Daily
M
Y
K
C K --- 340
Green
PMS
Daily
logo:4Orange
Daily4 -4 100
0 PC
52 Yellow
CMYK formulas:
1C options:

• PMS'44PC

White

SPOT: PMS Color 4C: CMYK (or lip race55") 1C: One Color
T E X," ~s ,I. 0 T T E." Y

TEXRS . - .~OTTERY . TEXRS.~OTTERY<If ••

4 Spot Color logo: CMYK formulas:

PMS 340 PC PMS 123 PC Pick 3 Pick3
C - 100 C - 0 Green Yellow T E X," ~s ,I. 0 T T E. R Y
M - 0 M - 21 C - 100 C - 0
Y - 74 Y - 88 M - 0 M - 30
K - 0 K - 0 Y - 69 Y - 94
PMS
123 PC
K - 15 Pick 3 I K - 0
Yellow

0 PC
PMS 2685 Pick 3 1C options:
K - 10
MYC -- - 100
92
Purple
C - 92
M - 100
Y - 0
K - 10
White
 SPOT: PMS Color 4C: CMYK (orIProcess") 1C: One Color

QP I ~B3QD~r

0nm~t!n~r
0nm~~ I I ~&QU1I' ~&QU1I'
- I
M 10
15
-000
88
94
21
3
69
92 YCPurple
M
4 Spot
IsumltUP I 340 PC
-- 100 YCK -- 100
IColorSum
logo: Y
M
M
K KY
Green
Sum
C
It Up

,
-74
00CYellow
-----It 100
Up ,
- Yellow
CMYK
Sum It Up formulas:
1C options:

• PMS340PC ,

White

SPOT: PMS Color 4C: CMYK (orIProcess") 1C: One Color

SCDATCD-Drrs
-1£11$LIII£II-
SCRATCH-Drrs
-1£11$ LIIHI'-
SCRATCH-crrs
-IE liS LDIIEI'-
.~
~~

2 Spot Color logo: CMYK formulas:

SCPMCH-Crrs
-IEIIS L.IIEU-

M I
--- 100
Y - 43
1C options:
00
PMS 300 K
0 PCY 91
M K
C -- 361
75
Scratch-Off
PMS -Green
76 PCScratch-Off
C - 100 Blue
,

White
 SPOT: PMS Color 4C: CMYK (orIProcess") 1C: One Color

TExns I.OTTEny

••

TEXAS L.OTTERY TEXAS L.OTTERY

2 Spot Color logo: CMYK formulas:

Cash Five TExns I.OTTEny

PMS 376 PC
Green
1C options:
PMS 267 PC PMS 376 PC CashFive Purple CashRve Green
C - 86 C - 53 C - 94 C - 56
M - 96 M - 0 M - 94 M - 0
Y - 0 Y - 96 Y - 0 Y - 100
K - 0 K - 0 K - 0 K - 0
White

~
PMS
\~
-
--- K100
10
SPOT:

2738
23
37
18
33

.:.. PC
yK1C:
6 PMS
95 M
C CMYK C
-Y Iformulas:
I 1PMC:;4~O
One PI- 430
PMS
PMS
M
CColor Color
options: I
I 93PC
485
I
PC
\.~- ~ttI
. i.....
I 4C: ~CMYK (or"process")
r MfSAPUfB I -

~(~HY
 SPOT: PMS Color 4C: CMYK (orIProcess") 1C: One Color

-TEXRS-
l.OTTERY (~~
~ -TEX RS-
l.OTTERY ~~
(@&'"

"'ore Tha"
<;UPPOI~TS . or. Tha"
<;UPPOI~TS $11 b~~l
'f~xA~
EDOGA nON
billion
S;IIC~ 1~97
rI;'f~XAS
V
D"GA riON sl"lon
liCe 1997

-
95
34
93
0
7
55
75
- 100
4 Spot yKC
M
C
Color PMS 485146
PMS
1YKC options:
CMYK
logo: formulas: PCPC I
I
PMS Process Black PC
J IIHIHX3
 2009 RESOLUTION BV-I

Whereas. Article IX (Prohibited Conduct), Section 9.1(C)(6) of the Constitution and

Bylaws of the National Football League governs commercial relationships between Clubs and
state and municipal lotteries; and

Whereas, Clubs are permitted under certain circumstances to accept general advertising
for state and municipal lotteries including, without limitation, stadium sign age and advertising
within all Club-controlled media, and many Clubs have done so; and

Whereas, Clubs are prohibited from commercial involvement with a state or municipal
lottery that (a) in any way involves a Club affiliation with or endorsement of the lottery, or (b)
includes promotion of any lottery game having a sports theme; and

Whereas, scratch-off lottery tickets bearing third party brands and sold at retail locations
throughout the state are a growing and important source of revenue for many states; and

Whereas, other major professional sports leagues, teams and entertainment entities have
successfully licensed the use of their marks and logos on various state-issued scratch-off lottery
tickets on a state-wide basis; and

Whereas, the NFL Business Ventures Committee has determined that permitting Clubs to
enter into sponsorship agreements with state and municipal lottery organizations and to
otherwise authorize the use of Club marks and logos in connection with the creation and
marketing of scratch-off lottery tickets could provide additional funding for state and municipal
initiatives such as education and infrastructure development (potentially including stadium
development), as we]) as result in incremental revenue for the participating Clubs; and

Whereas, to ensure that any such activities remain consistent with long-standing League
policy against advertising or promotional activities by Clubs that can reasonably be perceived as
constituting affiliation with or endorsement of gambling or gambling-related activities, it is
appropriate to set forth specific parameters within which Clubs may affiliate themselves with
state and municipal lottery games and organizations, and to provide for certain continued
oversight by the League Office;

Be it Resolved, that effective immediately,

1. Any provision of the Constitution and Bylaws of the National Football League
notwithstanding, the Commissioner in consultation with the Business Ventures Committee shall
detennine whether and under what parameters Clubs may enter into commercial relationships
involving state and municipal lottery games and organizations.

2. The term "performance in" as used in Article IX , Section 9.1 (C)(6) of the
Constitution and Bylaws of the National Football League and in this Resolution shall be defined
to include, without limitation, points scored, margins of victory, timing of scores, yards gained,
or any other current or future recognized measure of team or individual performance in any NFL
game or other actual sporting event.
 3. Through June 1,2011 only, any other provision of the Constitution and Bylaws of
the National Football League notwithstanding, Clubs shall be permitted to engage in commercial
arrangements with state and municipal lotteries provided that the lottery organization does not
offer any lottery game (with or without Club Marks) or betting scheme based on the outcome of
or any perfonnance in any NFL game or in any other actual sporting event, as follows:

(i) Each Club may authorize the use within such Club's Lottery Marketing
Area (as defined below) of its trademarks and logos ("Club Marks") in connection with
the marketing and promotion of any state or municipal lottery game distributed within its
Lottery Marketing Area, provided that Clubs shall not authorize the use of their
respective Club Marks in connection with any advertising or promotional materials that.,
in the Commissioner's judgment, could reasonably create the impression ofa Club
affiliation with or endorsement of gambling or gambling-related activities (e.g., a lottery
game based on the outcome of or performance in any NFL game); and

(ii) Each Club may provide experiential and other prizing for use in connection
with any state or municipal lottery game distributed within its Lottery Marketing Area,
provided that such experiential and other prizing is not used, marketed, or promoted in
any manner that, in the Commissioner's judgment, might reasonably be perceived as
constituting an affiliation with or endorsement of any state or municipal lottery game by
any coach. player or other Club employee (and such individuaJs continue to be prohibited
from participating in any advertising or promotion of any lottery game or organization);
and

(iii) Each Club may authorize the use of its Club Marks on scratch-off game
tickets for any state or municipal lottery game distributed within such Club's Lottery
Marketing Area, provided that (a) all such game tickets are submitted to and approved in
advance in writing by the League Office, and (b) such game tickets are not designed,
marketed or promoted in such a way that, in the Commissioner's judgment, they could
reasonably be perceived as being based on the outcome of or performance in any NFL
game orin any other actual sporting event; and

(iv) The foregoing notwithstanding, all marketing and promotional activities '
within a Club's Lottery Marketing Area shall be subject to the provisions of2004
Resolution BV -4, provided that, for the avoidance of doubt, Clubs shaH not be prohibited
from authorizing the sale at retail of their Club-themed scratch-off lottery tickets within
any other Club's Home Territory within such Club's Lottery Marketing Area.
4. For purposes of this Resolution, each Club's Lottery Marketing Area shall
include:

(i) The entire State in which the city for which the Club holds a franchise is
located (the "Home State"), provided that where two or more Clubs share a Home State,
each Club shall have equal rights under this Resolution within such State; and

(ii) The entirety of any other States within which any portion of such Club's
Home Territory is located ("Adjacent States"), but excluding any other Club's Home

2
 State and provided that where two or more Clubs share any Adjacent States, each Club
shall have equal rights under this Resolution within such Adjacent States; and

(iii) The foregoing notwithstanding, the Baltimore Ravens and the Washington
Redskins shaH have equal rights under this Resolution within the entire state of
Maryland, excluding the District of Columbia which shall be exclusively within the
Lottery Marketing Area of the Washington Redskins.

5. Any agreement that a Club desires to enter into with a state or municipal lottery
organization or any other third party in connection with the rights addressed in this Resolution
must (i) be submitted to the League Office for prior written approval, (ii) incorporate a provision
expressly providing that the agreement is subj ect to the rules and policies of the National
Football League, as such may be amended from time to time, including, without limitation, the
terms of this Resolution . .<iii)not prohibit or in any way limit the state or municipal lottery
organization from conducting a scratch-off lottery game in conjunction with any other Club in
such Home State, and (iv) expire by its terms no later than June 1,2011.

6. The League, directly and/or through one or more entities collectively owned by
the Clubs (e.g., NFL Ventures, NFL Enterprises, NFL Properties, NFL International, and NFL
Productions) (the «League Affiliates"), shall retain exclusive control over (i) the use of any
. trademarks owned by the League (e.g., NFL Shield, "Super Bowl") or any League Affiliate" ,
("League Marks"), in connection with any state, municipal, or regional lottery game or
organization, (ii) collective use of Club Marks, in connection with any state, municipal, or
regional lottery game or organization, (iii) the use of two or more Club's Club Marks in
connection with any lottery game or organization within the United States and either (a) outside
of all Clubs' Lottery Marketing Areas, or (b) in any regional lottery involving multiple Lottery
Marketing Areas, and (iv) the use of Club Marks in connection with any lottery game or
organization in all locations outside of the United States. No Club may license or use League
Marks or any other Club's Club Marks, nor permit a third party to use any of its Club Marks
together with the Club Marks of any other Club, in connection with any state or municipal lottery
game or organization, except that where two or more Clubs have equal rights within any portion
of their respective Lottery Marketing Area under this Resolution, such Clubs may mutually
authorize the use of their respective Club Marks together within such joint marketing area in
connection with the activities contemplated under this Resolution.

7. Any modifications to or extensions of this Resolution, as well as any additional

policies or rules developed to implement this Resolution shall be established by the
Commissioner in consultation with the Business Ventures Committee.

8. Clubs shall cooperate with the League Office and League Affiliates as may be
reasonably necessary to carry out the terms of this Resolution including the protection of the
League and C1ub brands and the provision of all information requested for the League Office to
properly evaluate the lottery business during the term of this Resolution. Without limitation, all
Clubs shall provide to tbe League Office upon request (i) complete copies of any and all
agreements entered into by such Club with any state or municipal lottery organization or any
other third party in connection with any of the activities contemplated under this Resolution
(e.g., advertising agreements, sponsorship agreements, agreements for the use of Club Marks on

3
scratch-off lottery tickets), (ii) samples of aU marketing and promotional materials created in
connection with the activities contemplated under this Resolution, and (iu) all requested financial
infom1ation regarding rights fees and other revenue generated by such Club in connection with
the activities contemplated under this Resolution.

9. Failure to comply with the tenns of this Resolution or any related policies or rules
shall subject the offending Club to the penalties set forth in Section 13 (Violations; Sanctions
and Penalties) of 2004 Resolution BV-4.

10. Absent further action by the Commissioner in consultation with the Business
Ventures Committee, the additional rights granted to the Clubs pursuant to Sections 3 and 4 of
this Resolution shall expire on June 1,2011. The League Office will monitor and report on the
implementation of this Resolution no later than the Annual League Meeting in 2011.

Reason and Effect: To authorize Clubs to enter into sponsorship agreements

with state and municipal lottery organizations and to
otherwise license the use of Club Marks and logos in
connection with the creation and marketing of scratch-off
lottery tickets pursuant to the parameters specified.

Proposed by: Business Ventures Committee

VOTE DISPOSITION

For .
Against. .
Abstain .
Absent. .

4
a IIHIHX:tl
§ 466.155. DENIAL OF APPLICATION OR SUSPENSION OR REVOCATION
OF LICENSE. (a) After a hearing, the director shall deny an application for a license or
the commission shall suspend or revoke a license if the director or commission, as
applicable, fmds that the applicant or sales agent:

(1) is an individual who:

(A) has been convicted of a felony, criminal fraud, gambling or a
gambling-related offense, or a misdemeanor involving moral turpitude, if less than 10
years has elapsed since the termination of the sentence, parole, mandatory supervision, or
probation served for the offense;
(B) is or has been a professional gambler;
(C) is married to an individual:
(i) described in Paragraph (A) or (B); or
(ii) who is currently delinquent in the payment of any state
tax;
(D) is an officer or employee ofthe commission
or a lottery operator; or
(E) is a spouse, child, brother, sister, or parent residing as a
member of the same household in the principal place of residence of a person described
by Paragraph (D);
(2) is not an individual, and an individual described in Subdivision (1):.
(A) is an officer"ordirector of the applicant or sales agent; .
(B) holds more than 10 percent of the stock in the applicant or
sales agent;
(C) holds an equitable interest greater than 10 percent in the
applicant or sales agent;
(D) is a creditor of the applicant or sales agent who holds more
than 10 percent of the applicant's or sales agent's outstanding debt;
(E) is the owner or lessee of a business that the applicant or sales
agent conducts or through which the applicant will conduct a ticket sales agency;
(F) shares or will share in the profits, other than stock dividends,
of the applicant or sales agent; or
(G) participates in managing the affairs of the applicant or sales
agent;
(3) has been finally determined to be:
(A) delinquent in the payment of a tax or other money collected
by the comptroller, the Texas Workforce Commission, or the Texas Alcoholic Beverage
Commission;
(B) in default on a loan made under Chapter 52, Education Code;
or
(C) in default on a loan guaranteed under Chapter 57, Education
Code;
(4) is a person whose location for the sales agency is:
(A) a location licensed for games of bingo under Chapter 2001,
Occupations Code;
(B) on land that is owned by:
 (i) this state; or
(ii) a political subdivision of this state and on which is
)cated a public primary or secondary school, an institution of higher education, or an
gency of the state; or
(C) a location for which a person holds a wine and beer retailer's
ermit, mixed beverage permit, mixed beverage late hours permit, private club
~gistration permit, or private club late hours permit issued under Chapter 25,28,29,32,
r 33, Alcoholic Beverage Code; or
(5) has violated this chapter or a rule adopted under this chapter.
(b) If the director proposes to deny an app.lication for a license or the commission
roposes to suspend or revoke a license under this section, the applicant or sales agent is
ntitled to written notice of the time and place of the hearing. A notice may be served on
n applicant or sales agent personally or sent by certified or registered mail, return receipt
equested, to the person's mailing address as it appears on the commission's records. A
lotice must be served or mailed not later than the 20th day before the date of the hearing.
'he commission shall provide for a formal administrative hearings process.
(c) At a hearing, an applicant or sales agent must show by a preponderance of the
vidence why the application should not be denied or the license suspended or revoked.
(d) The director shall give an applicant or sales agent written notice of a denial of
n application or a suspension or revocation of a license.
(e) The director may not issue a license to a person who has previously had a
lcense under this chapter revoked unless the director is satisfied the person will comply
I'ith this chapter and the rules adopted under this chapter. The director may prescribe the
~rmsunder which a suspended license will be reissued.
(f) The director may not issue a license to an applicant who fails to certify to the
lirector the applicant's compliance with the federal Americans with Disabilities Act of
990 (42 U.S.C. Section 12101 et seq.).
(g) For purposes of Subsection (a)(3), the comptroller, Texas Workforce
~ommission, Texas Alcoholic Beverage Commission, Texas Higher Education
~oordinating Board, and Texas Guaranteed Student Loan Corporation shall each provide
he executive director with a report of persons who have been finally determined to be
lelinquent in the payment of any money owed to or collected by that agency. The
:ommission shall adopt rules regarding the form and frequency of reports under this
ubsection.

tdded by Acts 1993, 73rd Leg., ch. 107, § 4. 03(b), elf Aug. 30,1993. Amended by Acts
'995, 74th Leg., ch. 76, § 6.21, elf Sept. 1,1995; Acts 1995, 74th Leg., ch. 696, § 1, elf
.ept. 1, 1995; Acts 1997, 75th Leg., ch. 1275, § 51, elf Sept. 1, 1997; Acts 2001, 77th
:eg., ch. 394, § 1, elf Sept. 1, 2001; Acts 2001, 77th Leg., ch. 1420, § 14.760, elf Sept.
',2001.