UNITED STATES OF AMERICA, 209 S. LaSalle Street Suite 600 Chicago, IL 60604                    Plaintiff,                   v. NATIONAL COUNCIL ON PROBLEM      GAMBLING, INC., 208 G. Street, NE Washington, D.C. 20002                   Defendant.

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CIVIL ACTION NO. 1:03CV01278 JUDGE: Henry H. Kennedy

It is stipulated by and between the undersigned parties, by their respective attorneys, as follows:

1. A Final Judgment in the form attached hereto may be filed and entered by the Court, upon the motion of any party or upon the Court's own motion, at any time after compliance with the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16, and without further notice to any party or other proceedings, provided that plaintiff has not withdrawn its consent, which it may do at any time before entry of the proposed Final Judgment by serving notice thereof on defendant and by filing that notice with the Court.

2. Defendant shall abide by and comply with the provisions of the proposed Final Judgment pending entry of the Final Judgment by the Court, or until expiration of time for all appeals of any Court ruling declining entry of the proposed Final Judgment, and shall, from the date of the signing of this Stipulation, comply with all the terms and provisions of the proposed Final Judgment as though the same were in full force and effect as an order of the Court.

3. This Stipulation shall apply with equal force and effect to any amended proposed Final Judgment agreed upon in writing by the parties and submitted to the Court.

4. For purposes of this Stipulation and the accompanying Final Judgment only, defendant stipulates that: (i) the Complaint states a claim upon which relief may be granted under Section 1 of the Sherman Act; (ii) the Court has jurisdiction over the subject matter of this action and over each of the parties hereto; and (iii) venue of this action is proper in this Court.

5. In the event plaintiff withdraws its consent, as provided in paragraph (1) above, or in the event that the Court declines to enter the proposed Final Judgment pursuant to this Stipulation, the time has expired for all appeals of any Court ruling declining entry of the proposed Final Judgment, and the Court has not otherwise ordered continued compliance with the terms and provisions of the proposed Final Judgment, then the parties are released from all further obligations under this Stipulation, and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.

6. Defendant represents that the undertakings ordered in the proposed Final Judgment can and will be satisfied, and that defendant will not later raise claims of hardship or difficulty as grounds for asking the Court to modify any of the undertakings contained therein.

Dated: June 13, 2003

FOR PLAINTIFF UNITED STATES OF AMERICA: _______________/s/________________ R. HEWITT PATE Acting Assistant Attorney General _______________/s/________________ DEBORAH P. MAJORAS Deputy Assistant Attorney General _______________/s/________________ CONSTANCE K. ROBINSON Director of Operations FOR DEFENDANT NCPG, INC.: _______________/s/________________ SANFORD M. SAUNDERS, JR., ESQ. Greenberg Traurig, LP 800 Connecticut Avenue, NW Suite 500 Washington, D.C. 20006 Telephone: (202) 331-3130 Facsimile: (202) 261-0150 Date Signed:

_______________/s/________________ MARVIN N. PRICE, JR. Chief, Chicago Field Office _______________/s/________________ FRANK J. VONDRAK Assistant Chief, Chicago Field Office _______________/s/________________ ROSEMARY SIMOTA THOMPSON Attorney, Chicago Field Office IL Bar #6204990 Attorneys U.S. Department of Justice Antitrust Division 209 S. LaSalle Street, Suite 600 Chicago, Illinois 60604 Telephone: (312) 353-7530 Facsimile: (312) 353-1046