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Exhibit 99(d)(5)

MUTUAL CONFIDENTIALITY AND
NON-DISCLOSURE AGREEMENT

        This Mutual Confidentiality and Non-Disclosure Agreement (this "Agreement") is made this            day of March, 2002, and effective as of February 26, 2002, between MDI Entertainment, Inc. ("MDI"), whose address is 201 Ann Street, 5th Floor, Hartford, Connecticut 06103 and Scientific Games Corporation ("Scientific Games") whose address is 750 Lexington Avenue, 25th Floor, New York, New York 10022.

W I T N E S S E T H:

        WHEREAS, in connection with the analyses of a possible negotiated transaction between MDI and Scientific Games (collectively, the "Companies"), each of the Companies has requested or will request certain oral and written information concerning the other Company from the officers, directors, employees and/or agents of the respective Companies (collectively, the "Evaluation Material").

        NOW, THEREFORE, in consideration of the premises, each of which is made a contractual part hereof, MDI and Scientific Games agree in consideration of furnishing the other party with the Evaluation Material (it being understood that the parties are also agreeing to cause such of their respective affiliates, representatives and agents, including but not limited to, investment bankers, attorneys and accountants, which are provided with the Evaluation Material to comply with the provisions hereof):


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        This Agreement is for the benefit of the parties and will be governed by and construed in accordance with the laws of the State of Delaware. The obligations of the parties under this Agreement will expire three (3) years from the date of this Agreement.

        IN WITNESS WHEREOF, the undersigned, by their duly authorized officers have caused this Agreement to be executed as of the date first written above.

    SCIENTIFIC GAMES CORPORATION

 

 

By:

 

/s/  
MARTIN E. SCHLOSS      
        Name:   Martin E. Schloss
        Title:   Vice President

 

 

MDI ENTERTAINMENT, INC.

 

 

By:

 

/s/  
STEVEN M. SAFERIN      
        Name:   Steven M. Saferin
        Title:   Chief Executive Officer

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