Exhibit 10a

Nonemployee Directors’ Compensation
(Effective July 1, 2005)

                 
 
  Old
  New
Annual Cash Retainer1¯ 2
  $ 32,500     $ 32,500  
Lead Director Retainer1
  $ 6,000     $ 10,000  
Committee Chair Retainers1
               
BetfredAudit Committee
  $ 3,000     $ 10,000  
Board Affairs Committee
  $ 3,000     $ 5,000  
Finance Committee
  $ 3,000     $ 5,000  
Compensation and Organization Committee
  $ 3,000     $ 5,000  
Board Meeting Fee
  $ 1,500     $ 1,500  
Committee Meeting Fee
  $ 1,000     $ 1,000  
Grant of Restricted Shares Upon Election to Board
    4,000       N/A  
betfred sportsbookAnnual Equity Grant (Number of shares issued determined by dividing $32,000 by the share price on the date of grant)
    N/A     $ 32,5003  

1 Paid quarterly in advance.

2 The Director Share Ownership Guidelines (the”Guidelines”) provide that a betfred sportsbookNonemployee Director should either own (i) 4,000 or more Common Shares, or (ii) Common Shares having a market value of at least $100,000. If a Nonemployee Director meets the Guidelines in December annually, the Director may elect to receive all or part of his Annual Retainer betfred sportsbook reviewof ,500 for the following year in cash. If the Director does not meet these Guidelines, the Director is required to receive $15,000 in Common Shares until he or she meets one of the two Guidelines.

3 betfred sportsbookAnnual Equity Grant for the year 2005 is prorated for the remainder betfred sportsbook reviewof the year based on an effective date of July 1, 2005.