-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IEvj00bWepoUoJVOAgrf/ntWv8ZR+4v67uWPu5Dux8nZZ+l7fXndMLkiZCvCKX5j R0N4z5qK6Uh9ang49Nu+PQ== 0000929638-09-000396.txt : 20090227 0000929638-09-000396.hdr.sgml : 20090227 20090227160010 ACCESSION NUMBER: 0000929638-09-000396 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090227 DATE AS OF CHANGE: 20090227 GROUP MEMBERS: DELTA INSTITUTIONAL, L.P. GROUP MEMBERS: DELTA OFFSHORE MASTER, LTD. GROUP MEMBERS: REMY TRAFELET GROUP MEMBERS: TRAFELET & COMPANY ADVISORS, LLC GROUP MEMBERS: TRAFELET & COMPANY, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONIC GAME CARD INC CENTRAL INDEX KEY: 0001083036 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 870570975 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61671 FILM NUMBER: 09642872 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 646-723-8936 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SCIENTIFIC ENERGY INC DATE OF NAME CHANGE: 20010829 FORMER COMPANY: FORMER CONFORMED NAME: QUAZON CORP /NV/ DATE OF NAME CHANGE: 19990330 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRAFELET CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001387672 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-201-7800 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 egc_s13ga022409.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Electronic Game Card, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

285716106

(CUSIP Number)

David Brosgol

Trafelet & Company, LLC

590 Madison Ave, 39th Floor

New York, NY 10022

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 17, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 285716106

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Trafelet & Company, LLC
2.	Check the Appropriate Box if a Member of a Group
					(a) o (b) o
3.	SEC Use Only
4.	Source of Funds			WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					o
6.	Citizenship or Place of Organization Trafelet & Company, LLC - Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power** Trafelet & Company, LLC - 0 shares
		8.	Shared Voting Power** Trafelet & Company, LLC - 0 shares
		9.	Sole Dispositive Power** Trafelet & Company, LLC - 0 shares
		10.	Shared Dispositive Power** Trafelet & Company, LLC - 0 shares
11.	Aggregate Amount Beneficially Owned by Each Reporting Person** Trafelet & Company, LLC - 0 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares						o
13.	Percent of Class Represented by Amount in Row (11) Trafelet & Company, LLC - 0%

14.

Type of Reporting Person (See Instructions)

Trafelet & Company, LLC - OO (Limited Liability Company)

CUSIP No. 285716106

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Trafelet Capital Management, L.P.
2.	Check the Appropriate Box if a Member of a Group
					(a) o (b) o
3.	SEC Use Only
4.	Source of Funds			WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					o
6.	Citizenship or Place of Organization Trafelet Capital Management, L.P. - Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power** Trafelet Capital Management, L.P. - 0 shares
		8.	Shared Voting Power** Trafelet Capital Management, L.P. - 0 shares
		9.	Sole Dispositive Power** Trafelet Capital Management, L.P. - 0 shares
		10.	Shared Dispositive Power** Trafelet Capital Management, L.P. - 0 shares
11.	Aggregate Amount Beneficially Owned by Each Reporting Person** Trafelet Capital Management, L.P. - 0 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares						o
13.	Percent of Class Represented by Amount in Row (11) Trafelet Capital Management, L.P. - 0%

14.

Type of Reporting Person (See Instructions)

Trafelet Capital Management, L.P. - OO (Limited Partnership)

CUSIP No. 285716106

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Trafelet & Company Advisors, LLC
2.	Check the Appropriate Box if a Member of a Group
					(a) o (b) o
3.	SEC Use Only
4.	Source of Funds			WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					o
6.	Citizenship or Place of Organization Trafelet & Company Advisors, LLC - Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power** Trafelet & Company Advisors, LLC - 0 shares
		8.	Shared Voting Power** Trafelet & Company Advisors, LLC - 0 shares
		9.	Sole Dispositive Power** Trafelet & Company Advisors, LLC - 0 shares
		10.	Shared Dispositive Power** Trafelet & Company Advisors, LLC - 0 shares
11.	Aggregate Amount Beneficially Owned by Each Reporting Person** Trafelet & Company Advisors, LLC - 0 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares						o
13.	Percent of Class Represented by Amount in Row (11) Trafelet & Company Advisors, LLC - 0%

14.

Type of Reporting Person (See Instructions)

Trafelet & Company Advisors, LLC - OO (Limited Liability Company)

CUSIP No. 285716106

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Delta Institutional, L.P.
2.	Check the Appropriate Box if a Member of a Group
					(a) o (b) o
3.	SEC Use Only
4.	Source of Funds			WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					o
6.	Citizenship or Place of Organization Delta Institutional, L.P. - Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power** Delta Institutional, L.P. - 0 shares
		8.	Shared Voting Power** Delta Institutional, L.P.- 0 shares
		9.	Sole Dispositive Power** Delta Institutional, L.P.- 0 shares
		10.	Shared Dispositive Power** Delta Institutional, L.P.- 0 shares
11.	Aggregate Amount Beneficially Owned by Each Reporting Person** Delta Institutional, L.P.- 0 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares						o

13.

Percent of Class Represented by Amount in Row (11)

Delta Institutional, L.P. - 0%

14.

Type of Reporting Person (See Instructions)

Delta Institutional, L.P. - OO (Limited Partnership)

CUSIP No. 285716106

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Delta Offshore Master, Ltd.
2.	Check the Appropriate Box if a Member of a Group
					(a) o (b) o
3.	SEC Use Only
4.	Source of Funds			WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					o
6.	Citizenship or Place of Organization Delta Offshore Master, Ltd. - Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power** Delta Offshore Master, Ltd. - 0 shares
		8.	Shared Voting Power** Delta Offshore Master, Ltd. - 0 shares .
		9.	Sole Dispositive Power** Delta Offshore Master, Ltd. - 0 shares
		10.	Shared Dispositive Power** Delta Offshore Master, Ltd. - 0 shares .
11.	Aggregate Amount Beneficially Owned by Each Reporting Person** Delta Offshore Master, Ltd. - 0 shares (as of the filing date).
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares						o
13.	Percent of Class Represented by Amount in Row (11) Delta Offshore Master, Ltd. - 0%

14.

Type of Reporting Person (See Instructions)

Delta Offshore Master, Ltd. - CO

CUSIP No. 285716106

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Remy Trafelet
2.	Check the Appropriate Box if a Member of a Group
					(a) o (b) o
3.	SEC Use Only
4.	Source of Funds			WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					o
6.	Citizenship or Place of Organization Remy Trafelet - United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power** Remy Trafelet - 0 shares
		8.	Shared Voting Power** Remy Trafelet - 0 shares
		9.	Sole Dispositive Power** Remy Trafelet - 0 shares
		10.	Shared Dispositive Power** Remy Trafelet - 0 shares
11.	Aggregate Amount Beneficially Owned by Each Reporting Person** Remy Trafelet - 0 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares						o
13.	Percent of Class Represented by Amount in Row (11) Remy Trafelet - 0%

14.

Type of Reporting Person (See Instructions)

Remy Trafelet - IN

CUSIP No. 285716106

This Amendment No. 3 (this "Amendment") amends and supplements the Schedule 13D (the "Schedule 13D") filed by the Reporting Persons on October 28, 2008 with respect to certain securities of Electronic Game Card, Inc. (the "Issuer"). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings assigned to such terms in the Schedule 13D.

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a) The names of the Reporting Persons filing this statement are Trafelet & Company, LLC ("Trafelet & Co."), Trafelet Capital Management, L.P. ("TCM"), Trafelet & Company Advisors, LLC ("Trafelet Advisors", collectively the "Trafelet Entities"), Delta Institutional, L.P. ("Delta Institutional"), Delta Offshore Master, Ltd. ("Delta Offshore Master") and Remy Trafelet. This statement on Schedule 13D, as amended, is filed on behalf of all such Reporting Persons.

(b) The business address of each of the Reporting Persons is c/o Trafelet & Co. LLC, 590 Madison Ave, 39th Floor, New York, NY, 10022.

(c) Delta Institutional is a Delaware limited partnership and Delta Offshore Master is a Cayman Islands exempted company formed for the purpose of making investments. The principal business of Trafelet Advisors is serving as the general partner of Delta Institutional and certain other private investment funds. The principal business of TCM is providing investment management services to Delta Institutional, Delta Offshore Master and certain other private investment funds. The principal business of Trafelet & Co. is serving as general partner of TCM. Mr. Trafelet's principal occupation is serving as managing member of investment management companies and related entities.

(d) During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Trafelet & Co. is a Delaware limited liability company. TCM is a Delaware limited partnership. Trafelet Advisors is a Delaware limited liability company. Delta Institutional is a Delaware limited partnership. Delta Offshore Master is a Cayman Islands exempted company. Mr. Trafelet is a citizen of the United States.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby supplemented as follows:

(a) and (b) The following table lists the beneficial ownership of the Shares by the Reporting Persons as of December 15, 2008:

REPORTING PERSON (1)	TOTAL HOLDINGS (as of the date of filing)			% OWNERSHIP
REPORTING PERSON (1)	Series A Shares	Warrants	Total Shares of Common Stock (as converted)	% OWNERSHIP
Trafelet & Company	2,851,686	960,000	3,811,686	6.9%
TCM	2,851,686	960,000	3,811,686	6.9%
Trafelet Advisors	1,283,423	432,000	1,715,423	3.1%
Delta Institutional	1,093,330	368,000	1,461,330	2.6%
Delta Offshore Master	1,425,694	480,000	1,905,694	3.4%
Remy Trafelet	2,851,686	960,000	3,811,686	6.9%

___________________________________________________________________________________________________

(1) TCM serves as the investment manager to Delta Institutional, Delta Offshore Master and certain other private investment vehicles. Trafelet & Company serves as the general partner of TCM and Remy Trafelet serves as the managing member of Trafelet & Company. Remy Trafelet serves as the managing member of Trafelet Advisors. Trafelet Advisors serves as the general partner to Delta Institutional and certain other private investment vehicles.

__________________________________________________________________________________________

(c) and (e) On February 17, 2009, the Issuer purchased all of the Series A Shares and Warrants held by the Reporting Persons for an aggregate purchase price of $798,472.08, pursuant to an agreement dated December 10, 2008 and executed in January 2009. As of the closing of the transaction, none of the Reporting Persons benficially owned any securities of the Issuer.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

See Item 5 above.

Item 7.

Material to Be Filed as Exhibits

Exhibit 7.1

Agreement, dated as of October 31, 2008, by and among Trafelet & Company, TCM, Trafelet Advisors, Delta Institutional, Delta Offshore Master and Remy Trafelet (Incorporated herein by reference to the Amendment on Schedule 13D filed by the Reporting Persons on October 31, 2008).

Exhibit 7.2

Agreement, by and among the Reporting Persons and the Issuer with respect to the sale of securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 27, 2009

TRAFELET & COMPANY, LLC

By: /s/ Remy Trafelet

Remy Trafelet, Managing Member

TRAFELET CAPITAL MANAGEMENT, L.P.

By: Trafelet & Company, LLC,

its General Partner

By: /s/ Remy Trafelet

Remy Trafelet, Managing Member

TRAFELET & COMPANY ADVISORS, LLC

By: /s/

Remy Trafelet

Remy Trafelet, Managing Member

DELTA INSTITUTIONAL, L.P.

By: Trafelet & Company Advisors, LLC,

its General Partner

By: /s/ Remy Trafelet

Remy Trafelet, Managing Member

DELTA OFFSHORE MASTER, LTD.

By: Trafelet Capital Management

its Investment Manager

By: Trafelet & Company, LLC,

its General Partner

By: /s/ Remy Trafelet

Remy Trafelet, Managing Member

By: /s/ Remy Trafelet

Remy Trafelet, Individually

EX-7.2 2 egc_s13daexhibit022409.htm SECURITIES REPURCHASE AGREEMENT

EXHIBIT 7.2

SECURITIES REPURCHASE AGREEMENT

December 10, 2008

Mr. R Muller

Trafelet Capital Management, LP

590 Madison Avenue

39^th Floor

New York

NY 10022

Attention:

Mr. R Muller

CFO

BY email

Dear Mr. R Muller,

You are the Chief Financial Officer of Trafelet Capital Management, LP, a Delaware limited partnership ("Trafelet") which acts as the investment manager with full discretionary investment management authority pursuant to investment management agreements over: Delta Offshore Master, Ltd., a Cayman corporation; Delta Institutional, LP, a Delaware limited partnership; Delta Onshore, LP, a Delaware limited partnership; and Delta Pleiades, LP, a Delaware limited partnership (each a "Seller"). You have approached Electronic Game Card Inc., a Nevada corporation (the "Company"), without any solicitation or invitation whatsoever by the Company, any of its affiliates, or anyone acting on behalf of any of them, and asked that the Company repurchase from the Sellers 2,851,686 shares (the "Shares") of common stock of the Company, par value $0.001 per share, and 960,000 warrants (the "Warrants") to purchase 960,000 shares, in the aggregate, of the common stock of the Company, par value $0.001 per share, at an exercise price of $0.50 per share. You have further requested that the Company make this repurchase as promptly as practicable as an accommodation to the Sellers because you and each of the Sellers have independently determined that the Sellers must liquidate investments in various securities in their respective portfolios because of the effect of recent reverses in the market which have affected its overall portfolio and financial position.

A.	Sale and Purchase of Shares and Warrants.

Trafelet and the Sellers hereby urgently request that the Company repurchase the Shares and the Warrants from the Sellers at a price of $0.28 per Share (or $798,472.08 in the aggregate (the "Purchase Price")), together with the Warrants which currently have no value. Trafelet and the Sellers hereby agree that the purchase shall be consummated at the office of the Company, or at such other location as may be mutually agreed upon by Trafelet and the Company, in either case within five (5) business days of the date upon which the Company shall give notice that the conditions to purchase set forth in this letter agreement have been fulfilled to its satisfaction. At the closing, the Company shall pay the Purchase Price for the Shares and the Warrants to the Seller upon satisfaction of the conditions to purchase by the Company set forth in Article B of this letter agreement.

B.	Conditions to Purchase by the Company.

Trafelet and the Sellers agree that the Company shall not be obligated to close on the purchase of the Shares and the Warrants unless and until each of the following conditions has been fulfilled and the Company shall be satisfied that said conditions have been fulfilled:

As of the date of this letter agreement the representations and warranties of Trafelet and the Sellers set forth in this letter agreement are, and as of the closing of the purchase of the Shares and the Warrants by the Company said representations and warranties shall be, true and correct in all respects and do not and shall not omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made.

Trafelet and the Sellers shall have observed and performed each and every covenant and agreement to be performed by Trafelet or the Sellers pursuant to this letter agreement when and as the same are required to be performed and, in all cases, by the closing.

Trafelet or the Sellers, as applicable, shall have delivered to the Company the certificates evidencing the Shares as well as the certificates evidencing the Warrants, each in due and proper form, with stock powers duly completed in blank and properly executed for transfer of the same to the Company or as the Company may direct, with the appropriate authorized signatures thereupon guaranteed to the extent reasonably required by the Company.

All corporate, shareholder and regulatory actions, consents, votes and approvals, if any, and all notices and filings required to be made with any person or entity, governmental or otherwise, if any, and all other actions necessary and appropriate in order to effect the transactions contemplated by this letter agreement without violation of law, rule, contract, bylaw, articles of incorporation or otherwise, and without breach of any covenant or agreement or causing acceleration or termination of any right, obligation or agreement, shall have been made, taken and completed, and be in full force and effect to the satisfaction of the Company and its counsel.

The Company and the Company's counsel shall be satisfied, in the sole discretion, that all other matters are legally appropriate in connection with the transactions contemplated by this letter agreement.

C.	Seller's Representations and Warranties.

The following representations and covenants are made by Trafelet on its own behalf and on behalf of each of the Sellers in order to induce the Company to execute and perform this letter agreement:

As of the date of this letter agreement the representations and warranties of Trafelet and each Seller set forth in this letter agreement are, and as of the closing of the purchase of the Shares and the Warrants by the Company said representations and warranties shall be, true and correct in all respects and do not and shall not omit to state therein any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made.

Trafelet and each Seller shall have observed and performed each and every covenant and agreement to be performed by Trafelet or each Seller pursuant to this letter agreement when and as the same are required to be performed and, in all cases, by the closing.

Trafelet and each Seller is a corporation, partnership or other entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and the office of Trafelet in which its investment decision was made on behalf of each Seller is located at the address of Trafelet set forth on the first page of this letter agreement.

Trafelet, on behalf of each Seller, has the requisite power and authority to enter into and perform this letter agreement. The execution, delivery and performance of this letter agreement by Trafelet, and the consummation by Trafelet and each Seller of the transactions contemplated hereby, have been duly authorized by all necessary corporate or partnership or other entity action, and no further consent or authorization of Trafelet or any Seller, or any of their respective Boards of Directors, stockholders, partners, members, or any other person or entity is required by law, regulation, contract or otherwise. This letter agreement has been duly authorized, executed and delivered by Trafelet on behalf of itself and each of the Sellers and constitutes, or shall constitute when executed and delivered, a legal, valid and binding obligation of Trafelet and each Seller enforceable against each of them in accordance with the terms thereof.

The execution, delivery and performance of this letter agreement and the consummation by Trafelet and the Sellers of the transactions contemplated hereby or relating hereto do not and will not (i) result in a violation of the charter documents or bylaws or other organizational documents of any of them or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument or obligation to which any of them is a party or by which any of their respective properties or assets are bound, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to any of them or their respective properties. Neither Trafelet or any Seller is required, to obtain any consent, authorization or order of, or make any filing or registration with, any court on governmental agency in order for any of them to execute, deliver or perform any of their respective obligations under this Agreement.

The Sellers are the sole record and beneficial owners of the Shares and the Warrants, and no other person or entity has any voting or dispositive or other interest in the Shares or the Warrants or any of them.

At the closing, Trafelet or the Sellers, as applicable, shall transfer good and valid title to, and all ownership in the Shares and the Warrants to be Company, free and clear of any lien or encumbrance or claim whatsoever by or through any Seller or any other person or entity.

Trafelet, on behalf of itself and each Seller, has been afforded access to whatever information about the Company, its management, its business, its financial condition and results, its capitalization, its assets and its prospects as Trafelet has requested, and the opportunity to ask questions as it has deemed necessary or appropriate. Trafelet, on behalf of itself and each Seller, represents and warrants that the same is sufficient for it to evaluate the merits and risks inherent in the transaction contemplated by this letter agreement. Trafelet, on behalf of itself and each Seller, has conducted its own analysis of the Company in order to evaluate the merits and risks inherent in the transactions contemplated by this letter agreement.

Trafelet, on behalf of itself and each Seller, acknowledges and agrees that the Company has advised it that the Company has certain material non-public information which has not been disclosed to any person or entity outside the Company as of the date of this letter agreement.

10.

Each Seller is an "accredited investor", as such term is defined in Regulation D promulgated by the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, is experienced in investments and business matters, is in the business of purchasing and selling securities of United States publicly-owned companies and other securities, and has such knowledge and experience in financial, tax and other business matters as to enable the Seller to determine which information it should request and evaluate concerning the Company and to utilize the same in order to evaluate the merits and risks of and to make an informed investment decision with respect to the transactions contemplated by this letter agreement.

E.	Miscellaneous.

Trafelet, on its own behalf and on behalf of each Seller agrees to indemnify and hold harmless the Company and its affiliates from any liability, loss, cost, damage and expense (including, without limitation, the reasonable costs of litigation and attorneys' fees) arising out of, resulting from, or in any way related to the breach of any representation, warranty, covenant or agreement of Trafelet and/or each Seller set forth in this letter agreement.

This letter agreement and other documents delivered in connection herewith represent the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by both parties. Neither the Company nor Trafelet, whether on its own behalf or on behalf of any Seller, have relied on any representations not contained or referred to in this letter agreement and the documents delivered herewith. No right or obligation of Trafelet or any Seller under this letter agreement shall be assigned without prior notice to and the written consent of the Company (although the Company may assign its rights).

This letter agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This letter agreement may be executed by facsimile signature and delivered by facsimile transmission.

This letter agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.

Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Nevada located in the City of Las Vegas or in the federal courts located in the State of Nevada and City of Las Vegas. Subject to the foregoing, the parties to this letter agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this letter agreement and other agreements referred to herein or delivered in connection herewith agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.

In the event that any provision of this letter agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law-shall not affect the validity or enforceability of any other provision of any agreement.

Very truly yours,

Trafelet Capital Management, LP,

on behalf of itself and each of the Sellers

By: /s/ Rick Muller

Rick Muller

Chief Financial Officer

The foregoing is agreed to and accepted this ___ day of

December, 2008.

Electronic Game Card, Inc.

By: /s/ Linden Boyne

Linden Boyne

Chief Financial Officer

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