Patent License Agreement, Dated As of March 10, 2004

Exhibit 10.12


PATENT LICENSE AGREEMENT

This Patent License Agreement (this " Agreement" ) is made as of the Effective Time (as defined below) by and between USA Payments, a Nevada corporation having its principal place of business at 2350 Mission College Blvd, Suite 200, Santa Clara, California 95054 (" Licensor" ), and Global Cash Access, L.L.C., a Delaware limited liability company having its principal place of business at 3525 East Post Road, Suite 120, Las Vegas, Nevada 89120 (" Licensee" ).


WHEREAS , Licensor is the owner of the entire right, title and interest in and to the Licensed Patent;


WHEREAS , Licensor previously granted an oral license (the " Oral License" ) under the Licensed Patent to Licensee on or about July 9, 1998, and Licensor and Licensee wish to memorialize such license, and the terms and conditions thereof, in writing; and


WHEREAS , Licensor and Licensee intend for this Agreement to reflect the terms and conditions of the previously granted oral license, but also intend for this Agreement to constitute the entire agreement between them with respect to the Licensed Patent and to supersede the previously granted oral license in its entirety.

NOW, THEREFORE , in consideration of the representations, covenants and other terms and conditions contained herein, the parties hereto agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings:


1.1 " Effective Time" shall mean the time immediately following the consummation of the transactions contemplated by the Restructuring Agreement, dated as of December 10, 2003 and amended as of January 20, 2004 and February 20, 2004, by and among FDFS Holdings, LLC, First Data Corporation, M&C International, Karim Maskatiya, Robert Cucinotta, Licensee and GCA Holdings, L.L.C.


1.2 " Licensed Field" shall mean the gaming industry, including without limitation the business of providing cash access services to patrons of gaming establishments.


1.3 " Licensed Patent" shall mean United States Patent No. 6,081,792 entitled " ATM and POS Terminal and Method of Use Thereof," which is attached hereto and incorporated herein by reference.


1.4 " Licensed Product" shall mean any product or service now or hereafter made, used, sold, provided, operated or offered by or on behalf of Licensee (including any finished product and any product used in the manufacture of another product) that falls within the scope of, or that utilizes any method or process which falls within the scope of, any of the claims of the Licensed Patent, or that incorporates, or is itself, the subject invention of the Licensed Patent. Without limitation of the generality of the foregoing, " Licensed Product" shall include all devices and services through which Licensee provides its cash access services to patrons of gaming establishments, including without limitation Licensee' s Casino Cash Plus 3-in-1 ATM and Licensee' s Automated Cashier Machine (ACMbr/>
1.5 " Subsidiary" shall mean, with respect to a party, any entity at least 50% of whose equity is owned directly or indirectly by such party.

2. LICENSE GRANT

2.1 Grant . Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a fully-paid, royalty-free, non-transferable (except as set forth in Section 6.3), non-sublicensable (except as set forth in Section 2.2), worldwide license under the Licensed Patents to make, use, sell, offer to sell, provide, operate and offer Licensed Products solely in connection with the Licensed Field. This license shall be exclusive (even as to Licensor) to Licensee within the Licensed Field, such that Licensor shall not grant any other license under the Licensed Patent to any third party for use with machines or devices used, directly or indirectly, in the Licensed Field and shall not itself exercise any rights in the Licensed Patent in the Licensed Field. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit Licensor from granting other licenses under the Licensed Patent with respect to non-gaming merchant operations (including but not limited to hotels, restaurants, retail shops, travel


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agencies or car rental agencies) conducted at establishments at which gaming activity occurs for the purchase of or payment for goods or services other than money orders or gaming goods or services, so long as the Licensed Patent may not be used under any such license to enable ATM cash withdrawals, credit card cash advances or debit card cash access transactions in any establishment at which gaming activity occurs.


2.2 Right to Sublicense . Licensee shall not (and shall have no right to) sublicense any of its rights or licenses under this Agreement, except that Licensee may sublicense the rights set forth in Section 2.1 to (1) one or more of its Subsidiaries, provided that (a) Licensee shall be responsible for compliance by the Subsidiaries with the terms and conditions of this Agreement to the same extent as Licensee itself, (b) any act or omission of the Subsidiaries shall constitute an act or omission of Licensee, and (c) the Subsidiaries shall agree in writing that they are subject to the terms and conditions of this Agreement and that Licensor shall have a right of action against the Subsidiaries to the same extent as Licensee itself, or (2) any other person or entity upon the express prior written consent of Licensor. Licensor hereby expressly consents to Licensee' s sublicense of its rights hereunder to any third party, including but not limited to Infonox on the Web, for the purpose of such third party developing and implementing one or more computer software programs that constitute Licensed Products to be used solely in the Licensed Field.

3. EFFECTIVENESS OF AGREEMENT


3.1 Effective Time . This Agreement shall become effective upon the Effective Time. Prior to the Effective Time, this Agreement shall be of no force or effect.


3.2 Prior Oral License . Upon the effectiveness of this Agreement, this Agreement shall be deemed to constitute the entire agreement between Licensor and Licensee with respect to the Licensed Patent, this Agreement shall be deemed to supersede the terms of the Oral License in its entirety, and the Oral License shall be of no further force and effect.

4. REPRESENTATIONS AND WARRANTIES; COVENANTS

4.1 Mutual Representations and Warranties . Each party represents and warrants that it has the power and authority to enter into this Agreement and to perform its obligations hereunder, that this Agreement is binding on and enforceable against the parties and their Subsidiaries in accordance with its terms, and that compliance by each party with its obligations hereunder shall not conflict with or result in a breach of any agreement to which such party is a party or is otherwise bound. Licensor represents and warrants that, to its actual knowledge as of the date of its execution of this Agreement, the Licensed Patent is valid and no third parties are infringing the Licensed Patent.

4.2 Licensor' s Obligation to Maintain Pat ...