WMS INDUSTRIES INC /DE/
REVOLVING NOTE
<DOCUMENT>
<TYPE>EX-10.56
<SEQUENCE>5
<FILENAME>c87890exv10w56.txt
<DESCRIPTION>REVOLVING NOTE
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.56

                                 REVOLVING NOTE

$50,000,000                                             Dated as of May 21, 2004
                                                               Due: May 21, 2005

      On or before May 21, 2005 (the "Maturity Date"), WMS INDUSTRIES INC., a
Delaware corporation ("Maker"), for value received, promises to pay to the order
of LASALLE BANK NATIONAL ASSOCIATION, a national banking association
(collectively, together with any holder hereof, "Bank"), at the main office of
Bank located at 135 South LaSalle Street, Chicago, Illinois 60603, the principal
sum of FIFTY MILLION DOLLARS ($50,000,000) or, if less, the aggregate unpaid
principal amount of all Loans (hereinafter defined) by Bank to Maker and
evidenced hereby.

1.    Definitions. Capitalized terms used herein, unless otherwise defined
herein, shall have the following meanings:

            "Adjusted LIBOR" shall mean a per annum rate equal to LIBOR plus the
Applicable Margin.

            "Applicable Margin" shall mean, at any time the ratio of Maker's
Senior Debt to its EBITDA is equal to the amount set forth in the first column
below, the percentage set forth adjacent thereto in the second column below:

<TABLE>
<CAPTION>
      Debt/EBITDA          Applicable Margin
      -----------          -----------------
<S>                        <C>
> or = 1.5:1.0                   1.75%
> 1.0:1.0 but < 1.5:1.0          1.50%
< or = 1.0:1.0                   1.25%
</TABLE>

The ratio of Maker's Debt to its EBITDA shall be determined quarterly, on a
trailing 12-month basis, upon Bank's receipt of Maker's most recent quarterly
financial statements, and shall, for the purpose of determining the Applicable
Margin, be applied prospectively.

            "Assumed Exposure" means an amount equal to 8% times the aggregate
face amount of all FX Transactions, such percentage subject to change by Bank in
its sole discretion upon three days prior notice to Maker.

            "Bank" has the meaning set forth in the first paragraph hereof.

            "Business Day" shall mean any day other than a Saturday, Sunday or a
legal holiday on which banks are authorized or required to be closed for the
conduct of commercial banking business in Chicago, Illinois.

            "Debt" shall mean, at any time, (a) all capital lease obligations
(as defined in accordance with GAAP) of Maker, (b) all other debt, secured or
unsecured, created, issued, incurred or assumed by Maker for money borrowed or
for the deferred purchase price of any fixed or capital asset, (c) indebtedness
secured by any lien existing on property owned by Maker whether or not the
indebtedness secured thereby has been assumed, and (d) all obligations of Maker
with respect to letters of credit, banker acceptances and other extensions of
credit whether or not representing obligations for borrowed money.

<PAGE>

            "Default Rate" shall mean the Prime Rate plus two percent (2%).

            "EBITDA" shall mean, for any period, the sum of the following: (a)
Maker's Net Income for such period, plus (b) Interest Charges, plus (c) any
provision for income taxes (excluding income tax credits), plus (d) depreciation
and amortization expenses for such period, plus (e) all other non-cash charges,
minus (f) that portion of Net Income arising out of the sale of assets outside
of the ordinary course of business (to the extent not previously excluded under
clause (a) of this definition), in each case to the extent included in
determining Net Income for such period.

            "FX Obligations" shall mean, at any time, an amount equal to the
aggregate face amounts of all FX Transactions times the Assumed Exposure minus
the sum of (i) the amount of any reductions in the original face amount of FX
Transactions, (ii) the amount of any payments made by Bank pursuant to FX
Transactions for which Maker has reimbursed Bank, and (iii) the amount of any
payments made by Bank pursuant to FX Transactions which have been converted to
one or more Prime Loans.

            "FX Transactions" shall mean all foreign exchange transactions
between Maker and Bank including, without limitation, options, forward contracts
and spot contracts.

            "FX/LC Sublimit" shall mean $2,000,000.

            "GAAP" shall mean generally accepted accounting principles, using
the accrual basis of accounting and consistently applied.

            "Interest Charges" shall mean, for any period, the sum of: (a) all
interest, charges and related expenses payable with respect to that fiscal
period to a lender in connection with borrowed money or the deferred purchase
price of assets that are treated as interest in accordance with GAAP, plus (b)
the portion of rent payable with respect to that fiscal period under capital
leases that should be treated as interest in accordance with GAAP.

            "Interest Period" shall mean, with regard to any LIBOR Loan,
successive one, two, three or six month periods as selected from time to time by
Maker by notice given to Bank not less than two Business Days prior to the first
day of each respective Interest Period; provided that: (i) each such Interest
Period occurring after the initial Interest Period of any LIBOR Loan shall
commence on the day on which the preceding Interest Period for such LIBOR Loan
expires, (ii) whenever the last day of any Interest Period would otherwise occur
on a day other than a Business Day, the last day of such Interest Period shall
be extended to occur on the next succeeding Business Day, provided that, if such
extension would cause the last day of such Interest Period to occur in the next
following calendar month, then the last day of such Interest Period shall occur
on the immediately preceding Business Day; (iii) whenever the first day of any
Interest Period occurs on a day of an initial calendar month for which there is
no numerically corresponding day in the calendar month that succeeds such
initial calendar month by the number of months equal to the number of months in
such Interest Period, such Interest Period shall end on the last Business Day of
such succeeding calendar month; (iv) the final Interest Period shall be such
that its expiration occurs on or before the Maturity Date, and (v) if for any
reason Maker shall fail to select timely a period, then it shall be deemed to
have selected a one-month period; provided, however, that if any Interest Period
expires less than one month before the Maturity Date, then, for the period
commencing on the expiration date of such Interest Period and ending on the
Maturity Date, such LIBOR Loan shall automatically convert to a Prime Loan.

                                       2
<PAGE>

            "Letter of Credit(s)" shall mean, individually and collectively,
such letters of credit issued by Bank, in its sole discretion, upon the
execution and delivery by Maker and the acceptance by Bank of a Master Letter of
Credit Agreement in Bank's standard form and an application for Letter of
Credit, as more particularly set forth herein.

            "Letter of Credit Obligations" shall mean, at any time, an amount
equal to the aggregate of the original face amounts of all Letters of Credit
minus the sum of (i) the amount of any reductions in the original face amount of
any Letter of Credit which did not result from a draw thereunder, (ii) the
amount of any payments made by the Bank with respect to any draws made under a
Letter of Credit for which the Maker has reimbursed the Bank, (iii) the amount
of any payments made by the Bank with respect to any draws made under a Letter
of Credit which have been converted to a Revolving Loan as set forth herein, and
(iv) the portion of any issued but expired Letter of Credit which has not been
drawn by the beneficiary thereunder. For purposes of determining the outstanding
Letter of Credit Obligations at any time, the Bank's acceptance of a draft drawn
on the Bank pursuant to a Letter of Credit shall constitute a draw on the
applicable Letter of Credit at the time of such acceptance.

            "LIBOR" shall mean the rate of interest at which United States
dollar deposits in an amount comparable to the amount of the relevant LIBOR Loan
and for a period equal to the relevant Interest Period are offered generally to
Bank in the London Interbank Eurodollar market at 11:00 a.m. (London time) two
Business Days prior to the commencement of each Interest Period, or as LIBOR is
otherwise determined by Bank in its sole and absolute discretion, such rate to
remain fixed for such Interest Period. Bank's determination of LIBOR as provided
herein shall be conclusive, absent manifest error.

            "LIBOR Loan(s)" shall mean, individually and collectively, each
portion of the outstanding principal amount hereof that bears interest at
Adjusted LIBOR.

            "LOAN(S)" SHALL MEAN, INDIVIDUALLY AND COLLECTIVELY, THE PRIME
LOANS, THE LIBOR LOANS, THE LETTER OF CREDIT OBLIGATIONS AND THE FX OBLIGATIONS.
UNDER NO CIRCUMSTANCES SHALL THE AGGREGATE OUTSTANDING AMOUNT OF LOANS EXCEED
$50,000,000.

            "Maker" has the meaning set forth in the first paragraph hereof.

            "Maturity Date" has the meaning set forth in the first paragraph
hereof.

            "MDDR" shall mean the aggregate amount of the maximum daily delivery
risk of all FX Transactions.

            "MDDR Sublimit" shall mean $1,000,000.

            "Net Income" shall be defined in accordance with GAAP.

            "Obligations" shall mean any amount payable on this Note or on any
other liability or obligation of Maker to Bank, howsoever created, arising or
evidenced, and howsoever owned, held or acquired, whether now or hereafter
existing, whether now due or to become due, whether direct or indirect, or
absolute or contingent, and whether several, joint or joint and several.

            "Prime Loan(s)" shall mean, individually and collectively, each
portion of the outstanding principal amount hereof that bears interest at the
Prime Rate.

                                       3
<PAGE>

            "Prime Rate" shall mean the rate which, at any time and from time to
time, shall be the rate of interest then most recently announced by Bank as its
prime rate which is not intended to be Bank's lowest or most favorable rate of
interest at any one time. The effective date of any change in the Prime Rate
shall for purposes hereof be the date the rate is changed by Bank. Bank shall
not be obligated to give notice of any change in the Prime Rate.

            "Senior Debt" shall mean the difference between Debt minus
Subordinated Debt

            "Subordinated Debt" shall mean that portion of Maker's Debt which is
subordinated to the Obligations in a manner satisfactory to Bank.

2.    Interest Rates. Subject to the terms and provisions of this Note, the
principal amount of each advance outstanding hereunder shall bear interest, at
Maker's option from time to time at (i) the Prime Rate, or (ii) Adjusted LIBOR.
From and after the date of any default and the expiration of any applicable cure
period, interest on funds outstanding hereunder shall accrue at the Default
Rate. All interest and fees, if any, payable hereunder shall be computed for the
actual number of days elapsed on the basis of a year consisting of three hundred
sixty (360) days. The Bank is authorized to rely on the oral or written loan
requests, including telecopy or telegraphic loan requests, which Bank believes
in its good faith judgment to emanate from a properly authorized representative
of Maker, whether or not that is in fact the case.

3.    Prime Loans. A request by Maker for a Prime Loan must be received no later
than 11:00 a.m. Chicago, Illinois time, on the day such Prime Loan (a) is to be
advanced by Bank or (b) shall begin to bear interest at the Prime Rate. Interest
on the unpaid principal balance of Prime Loans shall be payable, in arrears,
beginning on June 1, 2004 and continuing on the first day of each month
thereafter, and on the Maturity Date. Prime Loans may be prepaid in whole or in
part, together with all accrued interest thereon to the date of such prepayment,
at any time without premium or penalty.

4.    LIBOR Loans. Each LIBOR Loan must be in the minimum amount of $500,000.00
or an integral multiple thereof. A request by Maker for a LIBOR Loan must be
received by Bank no later than 11:00 a.m. Chicago, Illinois time, two Business
Days before the Business Day on which such LIBOR Loan is to be funded. Interest
on the unpaid principal balance of each LIBOR Loan shall be payable on (i) the
last Business Day of the relevant Interest Period for each such LIBOR Loan (and,
in the case of a LIBOR Loan having an Interest Period of six-months, on the last
day of the third month of such Interest Period), (ii) the date of any principal
repayment of the amount paid, (iii) at maturity of the Note, and (iv) after
maturity (whether by acceleration or otherwise) on demand from Bank.

5.    Provisions Relating to LIBOR Loans.

      (a) The principal balance of any LIBOR Loan may be prepaid in whole or in
part at any time, provided that, if, for any reason, any LIBOR Loan is paid
prior to the last Business Day of its then-current Interest Period, Maker agrees
to indemnify Bank against any loss (including any loss on redeployment of the
funds repaid), cost or expense incurred by Bank as a result of such prepayment.

      (b) If Bank determines in good faith (which determination shall be
conclusive, absent manifest error) prior to the commencement of any Interest
Period that (i) United States dollar deposits of sufficient amount and maturity
for funding any LIBOR Loan are not available to Bank in the London Interbank
Eurodollar market in the ordinary course of business, or (ii) by reason of
circumstances affecting the London Interbank Eurodollar market, adequate and
fair means do not exist for ascertaining the rate of interest to be applicable
to the relevant LIBOR Loan, Bank shall promptly notify Maker

                                       4
<PAGE>

thereof and, so long as the foregoing conditions continue, advances under the
Note may not be advanced as a LIBOR Loan thereafter. In addition, at Maker's
option, each existing LIBOR Loan shall be immediately (y) converted to a Prime
Loan on the last Business Day of the then existing Interest Period, or (z) due
and payable on the last Business Day of the then existing Interest Period,
without further demand, presentment, protest or notice of any kind, all of which
are hereby waived by Maker.

      (c) If after the date hereof, the introduction of, or any change in any
applicable law, treaty, rule, regulation or guideline or in the interpretation
or administration thereof by any governmental authority or any central bank or
other fiscal, monetary or other authority having jurisdiction over Bank or its
lending office (a "Regulatory Change") shall, in the reasonable determination of
Bank, make it unlawful for Bank to make or maintain the LIBOR Loans, then Bank
shall promptly notify Maker and advances under the Note may not be advanced as a
LIBOR Loan thereafter. In addition, at Maker's option, each existing LIBOR Loan
shall be immediately (i) converted to a Prime Loan on the last Business Day of
the then existing Interest Period or on such earlier date as required by law, or
(ii) due and payable on the last Business Day of the then existing Interest
Period or on such earlier date as required by law, all without further demand,
presentment, protest or notice of any kind, all of which are hereby waived by
Maker.

      (d) If any Regulatory Change (whether or not having the force of law)
shall (A) impose, modify or deem applicable any assessment, reserve, special
deposit or similar requirement against assets held by, or deposits in or for the
account of or loans by, or any other acquisition of funds or disbursements by,
Bank; (B) subject Bank or any LIBOR Loan to any tax, duty, charge, stamp tax or
fee or change the basis of taxation of payments to Bank of principal or interest
due from Maker to Bank hereunder (other than a change in the taxation of the
overall net income of Bank); or (C) impose on Bank any other condition regarding
such LIBOR Loan or Bank's funding thereof, and Bank shall reasonably determine
(which reasonable determination shall be conclusive, absent manifest error) that
the result of the foregoing is to increase the cost to Bank of making or
maintaining such LIBOR Loan or to reduce the amount of principal or interest
received by Bank hereunder, then Maker shall (i) pay to Bank, on demand, such
additional amounts as Bank shall, from time to time, determine are sufficient to
compensate and indemnify Bank for such increased cost or reduced amount, or (ii)
convert each LIBOR Loan to a Prime Loan, provided that Maker shall remain liable
for such additional amounts incurred by the Bank prior to conversion to a Prime
Loan and such conversion shall be treated as a prepayment of a LIBOR Loan if it
occurs prior to expiration of the applicable Interest Period.

6.    Letters of Credit.

      (a) Upon the execution and delivery by Maker and the acceptance by Bank,
in its sole and absolute discretion, of Bank's standard Master Letter of Credit
Agreement and application(s) therefor, Bank agrees to issue for the account of
Maker, such Letters of Credit in the standard form of Bank and otherwise in form
and substance acceptable to Bank, from time to time during the term of this
Note, provided that the Letter of Credit Obligations plus the FX Obligations may
not at any time exceed the FX/LC Sublimit and provided, further, that no Letter
of Credit shall have an expiration date later than May 6, 2006. The amount of
any payments made by Bank with respect to draws made by a beneficiary under a
Letter of Credit for which Maker has failed to reimburse Bank upon the earlier
of (i) Bank's demand for repayment, or (ii) five (5) days from the date of such
payment to such beneficiary by Bank, shall be deemed to have been converted to a
Prime Loan as of the date such payment was made by Bank to such beneficiary.
Upon the occurrence of a default and at the option of Bank, all Letter of Credit
Obligations shall be converted to Prime Loans, all without demand, presentment,
protest or notice of any kind, all of which are hereby waived by Maker.

                                       5
<PAGE>

      (b) Maker shall pay to Bank (i) a fee of .75% in connection with the
issuance of each standby Letter of Credit. All Letters of Credit shall bear the
Bank's usual and customary fees contained in Bank's standard letter of credit
fee schedule.

      (c) In the event that any Letter of Credit Obligations are outstanding
upon the termination and/or expiration of this Note, as amended or replaced from
time to time, Maker shall, upon demand, deposit with Bank in a cash collateral
account an amount equal to the aggregate amount of such Letter of Credit
Obligations. Bank may apply any interest accruing on such cash collateral
account until the Letter of Credit Obligations and any and all obligations
hereunder shall have been fulfilled without the consent of Maker.

7.    FX Transactions.

      (a) Upon the execution and delivery by Maker and the acceptance by Bank,
in its sole and absolute discretion, of Bank's standard documentation therefor
("FX Documents"), Bank agrees to engage in FX Transactions for the account of
Maker, from time to time during the term of this Note, provided that (i) the FX
Obligations plus the Letter of Credit Obligations may not at any time exceed the
FX/LC Sublimit, (ii) the MDDR may not exceed the MDDR Sublimit, and (iii) no FX
Transaction shall have an expiration date later than the Maturity Date. The
amount of any payments made by Bank with respect to FX Transactions for which
Maker has failed to reimburse Bank in accordance with the FX Documents shall be
deemed to have been converted to a Prime Loan as of the date such payment was
made by Bank. Upon the occurrence of a default and at the option of Bank, the FX
Obligations shall be converted to Prime Loans, all without demand, presentment,
protest or notice of any kind, all of which are hereby waived by Maker.

      (b) Maker shall pay to Bank Bank's usual and customary fees in connection
with FX Transactions.

8.    Collection of Funds. Principal payments submitted in funds not available
until collected shall continue to bear interest until collected. If payment
hereunder becomes due and payable on a Saturday, Sunday or legal holiday under
the laws of the United States or the State of Illinois, the due date thereof
shall be extended to the next succeeding Business Day, and interest shall be
payable thereon at the rate specified during such extension.

9.    Evidence of the Obligations. This Note is executed pursuant to a revolving
line of credit under which Maker is indebted to Bank and evidences the aggregate
unpaid principal amount of all advances made or to be made by Bank to Maker
under the Note. All advances, credit accommodations and repayments hereunder
shall be evidenced by entries on the books and records of Bank which shall be
presumptive evidence of the principal amount and interest owing and unpaid on
this Note, or any renewal or extension hereof. The failure to so record any such
amount or any error so recording any such amount shall not, however, limit or
otherwise affect the obligations of Maker hereunder or under any other documents
or instrument to repay the principal amount of the Obligations together with all
interest and fees accruing thereon.

10.   Authorized Persons. Loans under this Note may be made by Bank upon oral or
written request of any person which Bank in its good faith judgment believes to
be a properly authorized representative of Maker, whether or not that is in fact
the case. Any such Loans shall be conclusively presumed to have been made by
Bank to or for the benefit of Maker. Maker does hereby irrevocably confirm,
ratify and approve all such advances by Bank and does hereby indemnify Bank
against losses and expenses (including court costs, attorneys' and paralegals'
fees) and shall hold Bank harmless with respect thereto.

                                       6
<PAGE>

11.   Closing Fee. In addition to the other fees described herein, Maker agrees
to pay to Bank as of the date first above written a closing fee equal to
$90,000.

12.   Use of Proceeds. Neither Maker nor any affiliate of Maker, shall use any
portion of the proceeds of the Note, either directly or indirectly, for the
purpose of purchasing any securities underwritten or privately placed by ABN
AMRO Incorporated, an affiliate of Bank.

13.   Covenants. Until all of the Obligations of Maker to Bank hereunder shall
have been paid in full, Maker shall:

      (a)   maintain at all times tangible net worth (as defined in accordance
      with GAAP) plus Subordinated Debt, of at least $289,594,000;

      (b)   maintain as of the last day of each of its fiscal quarters on a
      trailing 12-month basis:

            (i)   a ratio of Maker's Senior Debt to its EBITDA which shall not
            exceed 2.0:1.0;

            (ii)  a ratio of (i) the sum of Maker's EBITDA for the relevant
            period to (ii) Interest Charges for such period of at least 1.5:1.0;
            and

            (iii) a ratio of (i) the sum of Maker's cash plus its short term
            investments plus its accounts receivable (excluding past due
            accounts) for the relevant period, to (ii) the sum of Maker's
            current liabilities (as defined in accordance with GAAP) plus its
            capital expenditures (as defined in accordance with GAAP) plus
            additions to participation gaming machines (as described in Maker's
            quarterly and annual reports to the Securities and Exchange
            Commission) plus the amount actually paid by Maker for stock
            repurchases during such period of at least 1.5:1.0;

      (c)   not acquire all or substantially all of the assets or business of
      any other person or division thereof, or all or substantially all of the
      voting stock of a person unless (i) the business of the person or division
      whose stock or assets is acquired is substantially the same as or
      substantially associated with the business of Maker as of the date hereof;
      (ii) the board of directors or other governing body of the person or
      division whose stock or assets is acquired has approved the terms of such
      acquisition, and (iii) no default hereunder or under any of the
      Obligations shall exist after giving effect to such acquisition, and Maker
      can demonstrate that, on a pro forma basis after giving effect to such
      acquisition, no default shall exist hereunder or under any of the
      Obligations;

      (d)   not, directly or indirectly, create, assume, incur or suffer or
      permit to exist any lien or charge of any kind or character upon any asset
      of Maker, whether owned at the date hereof or hereafter acquired except:

            (i)   liens for taxes, assessments or other governmental charges not
            yet due or which are being contested in good faith by appropriate
            proceedings in such a manner as not to make the property
            forfeitable;

            (ii)  liens or charges incidental to the conduct of its business or
            the ownership of its property and assets which were not incurred in
            connection with the borrowing of money or the obtaining of an
            advance or credit, and which do not in the aggregate materially

                                       7
<PAGE>

            detract from the value of its property or assets or materially
            impair the use thereof in the operation of its business;

            (iii) liens arising out of judgments or awards against Maker with
            respect to which it shall concurrently therewith be prosecuting a
            timely appeal or proceeding for review and with respect to which it
            shall have secured a stay of execution pending such appeal or
            proceedings for review;

            (iv)  pledges or deposits to secure obligations under worker's
            compensation laws or similar legislation;

            (v)   deposits to secure public or statutory obligations of Maker;

            (vi)  Liens existing on the date hereof and disclosed on Maker's
            latest financial statements;

            (vii) Liens from time to time granted to Bank; and

            (viii) non-consensual liens arising in the ordinary course of
            business which do not have a material adverse effect on Maker or its
            business operations;

      (e)   not enter into any agreement that prohibits or would have the effect
      of prohibiting the pledge to Bank of all or any of its assets to secure
      the Obligations;

      (f)   not, either directly or indirectly, create, assume, incur or have
      outstanding any Debt, or become liable, whether as endorser, guarantor,
      surety or otherwise, for any debt or obligation of any other person,
      except:

            (i)   the Obligations;

            (ii)  Debt evidenced by those certain convertible subordinated notes
            issued by Maker on June 25, 2003 in the aggregate amount of
            $115,000,000;

            (iii) endorsement for collection or deposit of any commercial paper
            secured in the ordinary course of business;

            (iv)  obligations of Maker for taxes, assessments, municipal or
            other governmental charges;

            (v)   obligations of Maker for accounts payable, other than for
            money borrowed, incurred in the ordinary course of business; and

            (vi)  guaranties of the obligations of Maker's subsidiaries under
            operating leases and/or licensing arrangements in the ordinary
            course of business.

      (g)   no later than forty five (45) days after the end of its first,
      second and third fiscal quarters and no later than ninety (90) days after
      the end of its fiscal year, deliver to Bank a report in certified by the
      President or Chief Financial Officer of Maker evidencing, in reasonable
      detail satisfactory to Bank, compliance with the covenants set forth in
      clauses (a) and (b) of this paragraph.

                                       8
<PAGE>

14.   Default. Maker, without notice or demand of any kind except where
indicated below, shall be in default hereunder if:

      (a)   any of the Obligations is not paid when due; or

      (b)   Maker shall otherwise fail to perform any of the promises to be
      performed by Maker hereunder or under any other agreement with Bank,
      provided that, if such failure is capable of cure and Maker commences a
      cure within thirty days of Maker's actual knowledge of such failure, such
      failure shall not constitute a default hereunder; or

      (c)   Maker shall make any assignment for the benefit of creditors, or
      there shall be commenced against Maker any bankruptcy, receivership,
      insolvency, reorganization, dissolution or liquidation proceedings which,
      third party initiated proceedings are not dismissed within sixty (60) days
      after filing, or

      (d)   the entry of any judgment, levy, attachment, garnishment or other
      process, or the filing of any lien against Maker, the payment or discharge
      of which would have a material adverse effect on Maker; or

      (e)   any warranty, representation, certificate or statement of Maker to
      Bank is untrue; or

      (f)   failure of Maker after written request by Bank to furnish financial
      information or to permit inspection by Bank of Maker's books and records
      within ten (10) Business Days of request.

      Whenever Maker shall be in default as aforesaid and any applicable cure
period has expired, without demand or notice of any kind, the entire unpaid
amount of all Obligations shall become immediately due and payable, and Bank may
exercise, from time to time, any and all rights and remedies available to it
under the Uniform Commercial Code of Illinois in effect in the State of Illinois
from time to time, or otherwise available to it, including those available under
any written instrument (in addition to this Note) relating to any of the
Obligations or any security therefor, and may, without demand or notice of any
kind, appropriate and apply toward the payment of such of the Obligations,
whether matured or unmatured, including costs of collection and attorneys' and
paralegals' fees, and in such order of application as Bank may, from time to
time, elect, any balances, credits, deposits, accounts or moneys of Maker in
possession, control or custody of, or in transit to Bank.

15.   Miscellaneous.

      (a) MAKER WAIVES THE BENEFIT OF ANY LAW THAT WOULD OTHERWISE RESTRICT OR
LIMIT BANK IN THE EXERCISE OF ITS RIGHT, WHICH IS HEREBY ACKNOWLEDGED, TO
APPROPRIATE WITHOUT NOTICE AND REGARDLESS OF THE COLLATERAL, AT ANY TIME AFTER
DEFAULT AND EXPIRATION OF ANY APPLICABLE CURE PERIOD, ANY INDEBTEDNESS MATURED
OR UNMATURED, OWING FROM BANK TO MAKER. BANK MAY, FROM TIME TO TIME, WITHOUT
DEMAND OR NOTICE OF ANY KIND, APPROPRIATE AND APPLY TOWARD THE PAYMENT OF SUCH
OF THE OBLIGATIONS, AND IN SUCH ORDER OF APPLICATION, AS BANK MAY, FROM TIME TO
TIME, ELECT ANY AND ALL SUCH BALANCES, CREDITS, DEPOSITS, ACCOUNTS, MONEYS, CASH
EQUIVALENTS AND OTHER ASSETS, OF OR IN THE NAME OF MAKER THEN OR THEREAFTER WITH
BANK.

                                        9
<PAGE>

      (b) BANK AND MAKER, AND EACH ONE OF THEM, KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE IRREVOCABLY, THE RIGHT EITHER OR ANY MAY HAVE TO TRIAL BY
JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS NOTE OR ANY OF THE OTHER OBLIGATIONS OR ANY
AGREEMENT, EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH OR
ANY COURSE OF CONDUCT OR COURSE OF DEALING, IN WHICH BANK AND MAKER, OR ANY ONE
OF THEM, ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR BANK
GRANTING ANY FINANCIAL ACCOMMODATION TO MAKER.

      (c) Except as otherwise set forth herein, Maker waives any and all
presentment, demand, notice of dishonor, protest, and all other notices and
demands in connection with the enforcement of Bank's rights hereunder. No
default shall be waived by Bank except in writing. No delay on the part of Bank
in the exercise of any right or remedy shall operate as a waiver thereof, and no
single or partial exercise by Bank of any right or remedy shall preclude other
or further exercise thereof, or the exercise of any other right or remedy. This
Note: (i) is valid, binding and enforceable in accordance with its provisions,
and no conditions exist to the legal effectiveness of this Note; (ii) contains
the entire agreement between Maker and Bank; (iii) is the final expression of
their intentions; and (iv) supersedes all negotiations, representations,
warranties, commitments, offers, contracts (of any kind or nature, whether oral
or written) prior to or contemporaneous with the execution hereof. No prior or
contemporaneous representations, warranties, understandings, offers or
agreements of any kind or nature, whether oral or written, have been made by
Bank or relied upon by Maker in connection with the execution hereof. No
modification, discharge, termination or waiver of any of the provisions hereof
shall be binding upon Bank, except as expressly set forth in a writing duly
signed and delivered on behalf of Bank.

      (d) The non-prevailing party agrees to pay all costs, legal expenses,
attorneys' fees and paralegals' fees of every kind, paid or incurred by the
prevailing party in enforcing its rights hereunder, including, but not limited
to, litigation or proceedings initiated under the United States Bankruptcy Code,
or in respect to any other of the Obligations or in defending against any
defense, cause of action, counterclaim, setoff or crossclaim based on any act of
commission or omission by Bank with respect to this Note or any other of the
Obligations promptly on demand of Bank or other person paying or incurring the
same.

      (e) TO INDUCE BANK TO MAKE THE LOAN EVIDENCED BY THIS NOTE, MAKER
IRREVOCABLY AGREES THAT, ALL ACTIONS ARISING DIRECTLY OR INDIRECTLY AS A RESULT
OR IN CONSEQUENCE OF THIS NOTE OR ANY OTHER AGREEMENT WITH BANK SHALL BE
INSTITUTED AND LITIGATED ONLY IN COURTS HAVING SITUS IN THE CITY OF CHICAGO,
ILLINOIS, AND MAKER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF
ANY STATE OR FEDERAL COURT LOCATED AND HAVING ITS SITUS IN SAID CITY, AND WAIVES
ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND MAKER HEREBY WAIVES PERSONAL
SERVICE OF ANY AND ALL PROCESS, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS
MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO MAKER AT
THE ADDRESS INDICATED IN BANK'S RECORDS IN THE MANNER PROVIDED BY APPLICABLE
STATUTE, LAW, RULE OF COURT OR OTHERWISE. FURTHERMORE, MAKER WAIVES ALL NOTICES
AND DEMANDS IN CONNECTION WITH THE ENFORCEMENT OF BANK'S RIGHTS HEREUNDER.

                                       10
<PAGE>

      (f) The financial accommodations evidenced hereby have been made and this
Note has been delivered at Bank's main office. This Note shall be governed and
construed in accordance with the laws of the State of Illinois, in which state
it shall be performed, and shall be binding upon Maker and its legal
representatives, successors and assigns. Wherever possible, each provision of
this Note shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Note shall be prohibited by or be
invalid under such law, such provision shall be severable, and be ineffective to
the extent of such prohibition or invalidity, without invalidating the remaining
provisions of this Note.

      (g) Maker acknowledges and agrees that the lending relationship hereby
created with Bank is and has been conducted on an open and arm's length basis in
which no fiduciary relationship exists and that Maker has not relied and is not
relying on any such fiduciary relationship in consummating the loan(s) evidenced
by this Note.

      (h) As used herein, all provisions shall include the masculine, feminine,
neuter, singular and plural thereof, wherever the context and facts require such
construction and in particular the word "Maker" shall be so construed.

      (i) This Note is a replacement and substitute for, but not a repayment of,
that certain $50,000,000 Revolving Note dated as of May 21, 2003 of Maker
payable to the order of Bank, and does not and shall not be deemed to constitute
a novation therefor.

      IN WITNESS WHEREOF, Maker has executed this Note on the date above set
forth.

                                          WMS INDUSTRIES INC.

                                          By: /s/ Scott D. Schweinfurth
                                              -------------------------
                                          Its:  Chief Financial Officer

                                       11

</TEXT>
</DOCUMENT>
