G. Mark Albright, Esq. (NV Bar No. 001394) David A.P. Brower Martin A. Muckleroy, Esq. (NV Bar No. 009634) BROWER PIVEN ALBRIGHT STODDARD WARNICK & A Professional Corporation ALBRIGHT 488 Madison Avenue, Quail Park I, Building D-4, 801 South Ranchero Dr Eighth Floor Las Vegas, Nevada 89106 New York, NY 10022 Telephone: (702) 384-7]11 Telephone : (212) 501-9000 Facsimile: (702) 384-0605 Facsimile : (212) 501-0300 E-mail: [email protected] E-mail : [email protected]

Liaison Counsel for Lead Plaintiff Kim E. Miller Robert J. Kaplan KAHN GAUTHIER SWICK, LLC 12 E. 41st St., 12th Floor New York, New York 10017 Telephone : (212) 696-3730 Facsimile : (504) 455-1498 E-mail : [email protected]

Co-Lead Counsel for Lead Plaintiff Robert J. Kaplan

UNITED STATES DISTRICT COURT

DISTRICT OF NEVADA

ROBERT J. KAPLAN, NO.: 2:07-CV-00849 Individually and On Behalf of All Others Similarly Situated, CLASS ACTION Plaintiff,

vs. CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF GERARD P. CHARLIER, THE FEDERAL SECURITIES LAWS MELODY SULLIAN a/k/a/ MELODY SULLIVAN YOWELL, DAVID W. JURY TRIAL DEMANDED GRIMES, CHARLES T. MCCULLOUGH, ERIC P. ENDY, ELISABETH CARRETTE, and GAMING PARTNERS INTERNATIONAL CORPORATION,

Defendants.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 1 NATURE OF THE ACTION

1. This is a class action on behalf of all persons who purchased or otherwise

acquired the common stock of Gaming Partners International Corp. ("GPIC" or the

"Company") between May 15, 2006 and March 28, 2007, inclusive (the "Class Period"),

seeking to pursue remedies under the Securities Exchange Act of 1934 (the "Exchange

Act").

2. Lead Plaintiff, Robert Kaplan, (`Plaintiff'), alleges the following based

upon information and belief, except as to those allegations concerning the Plaintiff,

which are based upon personal knowledge. Plaintiff's information and belief is based

upon, among other things: (a) review and analysis of filings made by GPIC with the

United States Securities and Exchange Commission ("SEC"); (b) review and analysis of

press releases, public statements, news articles, securities analysts' reports and other

documentation concerning GPIC; and (c) other publicly available information about

GPIC. Most of the facts supporting the allegations contained herein are known only to

the Defendants or are exclusively within their control. Plaintiff believes that substantial

additional evidentiary support exists for the allegations set forth in this Consolidated

Amended Class Action Complaint ("Complaint") that can only be obtained after a

reasonable opportunity for discovery.

3. GPIC is a publicly traded company engaged in the manufacture and supply

of casino table game equipment to casinos worldwide. The company sells its non-casino

poker chips to wholesalers in the United States, and it markets its products directly to

end-users and through distributors. The Company's business activities include the

manufacture and/or supply of gaming equipment and supplies such as gaming chips,

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 2 table layouts, playing cards, dice, gaming furniture, table accessories and other products

that are used with casino table games such as blackjack, poker, baccarat, craps and

roulette and selling casino products to licensed casinos for new openings and to existing

casino operations, worldwide.

4. During 2006 and early 2007, GPIC portrayed itself as a company

experiencing explosive growth with such strong demand for its product that it

experienced a consistent backlog of orders. Particularly, in early 2006, the Company

consistently announced the anticipated growth the Company would experience with the

opening of the new casino in Macao, China..

5. Throughout the Class Period, Defendants' representations concerning the

Company's purported financial condition, growth, income, earnings and prospects

disseminated to the investing public through published press releases, investor

conference calls or at investor conferences, and/or filed in quarterly or annual reports

with the SEC were materially false and misleading and/or omitted to state necessary

facts, under the circumstances to make the statements made not false and misleading.

6. In fact, GPIC's reported financial results were attributable to improper

accounting practices, including, but not limited to, improper revenue recognition that

materially overstated the Company's reported revenues and earnings.

7. Throughout the Class Period, defendants represented to investors that the

Company had successfully integrated Paul-Son Gaming's business with Etablissements

Bourgogne et Grasset and its former subsidiary, the Bud Jones Company, and that it

maintained adequate internal controls and procedures in compliance with Generally

Accepted Accounting Principles ("GAAP") and SEC accounting rules. Defendants'

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 3 representations concerning the Company's purported financial condition, growth,

income, earnings and prospects disseminated to the investing public through published

press releases, quarterly reports and annual reports with the SEC, were materially false

and misleading and/or omitted to state necessary facts, under the circumstances to make

the statements made not false and misleading. In fact, GPIC lacked adequate financial

controls and competent financial staff, and its reported financial results were attributable

to improper accounting practices.

8. Unbeknownst to investors, throughout the Class Period the Company's

purported internal accounting and financial reporting controls and procedures were

seriously defective or virtually non-existent. As a result, the Company reported

historical financial results that were materially incorrect and without a basis in fact.

Thus, contrary to Defendants public statements, the Company's earnings were not

increasing in the amounts that had been represented by Defendants, and the Company's

reported earnings statements for interim and annual periods, which were in substantial

violation of ("GAAP") and SEC reporting regulations, misstated the Company's

financial condition.

9. At the time these false and misleading statements were being issued during

the Class Period, which caused the price of GPIC securities to be artificially inflated in

value, Individual Defendant, Eric P. Endy, a director of the Company (as defined

below), engaged in improper insider sales, profiting at the direct expense of Plaintiff and

the Class.

10. On March 28, 2007, GPIC published a press release which revealed, for the

first time, in part, that "deficiencies in the Company's accounting control procedures

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 4 were identified... [t]he Company expects to identify certain of these deficiencies as

material weaknesses. " The Company shocked investors when they announced that the

Company was delaying the filing of its full-year 2006 report due to deficiencies in

accounting control procedures. Prior to the March 28, 2007 announcement, GPIC shares

were trading at $19.50 per share.

11. In response to these revelations, GPIC' s share price dropped almost 8% in

that single day's trading, to close at $18.10 per share. The next day, GPIC shares

continued to sharply decline and shares of GPIC were trading as low as $17.26 per share.

This substantial share price decline caused material harm to investors, and also caused

substantial losses and damages to GPIC shareholders.

12. Then on April 16, 2007, the Company announced that the filing of its

annual report on Form 10-K for the year ended December 31, 2006 ('10-K 2006")

would be delayed beyond the April 17, 2007 extended filing date.

13. In response to this announcement, on April 18, 2007, the Company received

a NASDAQ staff determination letter indicating that the Company was not in

compliance with Marketplace Rule 4310(c)(14), which requires timely filing of periodic

reports with the SEC for continued listing of the Company's common stock and that the

Company's stock was subject to delisting from the NASDAQ Global Market.

14. Defendants' representations during the Class Period concerning the

Company's internal operational controls and financial procedures were either patently

untrue, or were made with reckless disregard of the true material adverse facts. The

undisclosed, material adverse facts about GPIC included the following:

(a) Defendants materially misstated the existence of GPIC' s internal

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 5 operational controls and financial procedures, and defendants had propped up the

Company's results by manipulating GPIC's accounting procedures;

(b) Contrary to defendants' representations, GPIC did not have adequate

systems of internal operational or financial controls, and therefore GPIC' s reported

financial statements were not true, accurate or reliable.

15. Defendants were motivated to and did conceal the true operational and

financial condition of GPIC, and materially misrepresented and failed to disclose the

conditions that were adversely affecting GPIC throughout the Class Period, because

notwithstanding Defendants' knowledge that GPIC lacked adequate operational and

accounting controls, and its lack of experienced and competent financial and accounting

staff, due to the nature of its business of providing purportedly security products for the

casino gaming industry, Defendants could not admit or let it be known that GPIC itself

lacked such control.

16. In particular, the lack of control resulted in misstating GPIC financial results

and the potentially disastrous loss of Radio Frequency Identification tags ("RFID") for

customers' gaming chips due to poor and inadequate inventory controls. If these control

problems became known, GPIC risked losing the potentially most valuable part of its

business, its RFID business.

17. Moreover, as a result of the scheme, Defendants were able to artificially

inflate the price of Company shares by deceiving the investing public regarding GPIC's

business, operations, management and the intrinsic value of GPIC common stock allowing

them to maintain their lucrative executive positions and salaries; raise financing; and

allowing defendant Endy to sell his own Company shareholdings at these inflated prices.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 6 JURISDICTION AND VENUE

18. The claims asserted herein arise under and pursuant to Sections 10(b) and

20(a) of the Exchange Act [15 U.S.C. §§ 78j(b) and 78t(a)] and Rule 10b-5 promulgated

thereunder by the SEC [17 C.F.R. § 240.10b-5].

19. This Court has jurisdiction over the subject matter of this action pursuant to

28 U.S. C. §§ 1331 and 1337, and Section 27 of the Exchange Act [15 U. S.C. § 78aa].

GPIC common stock is listed on the NASDAQ stock exchange and trades within the

United States and the Company regularly filed quarterly and year-end financial reports

with the SEC.

20. Venue is proper in this District pursuant to Section 27 of the Exchange Act,

and 28 U.S.C. § 1391(d). GPIC is a domestic corporation that maintains its headquarters

in Las Vegas, Nevada and it does significant business in this District, and may properly be

sued in any District of the United States, including the District of Nevada.

21. In connection with the acts alleged in this complaint, defendants, directly or

indirectly, used the means and instrumentalities of interstate commerce, including, but not

limited to, the mails, interstate telephone communications and the facilities of the national

securities markets.

THE PARTIES

22. Plaintiff ROBERT J. KAPLAN, purchased shares of common stock of GPIC

at artificially inflated prices as alleged herein during the Class Period and has been

damaged thereby.

23. Defendant GPIC is a Nevada corporation with its principal place of

business located at 1700 Industrial Road, Las Vegas, Nevada 89102. According to the

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 7 Company's profile, GPIC engages in the manufacture and supply of casino table game

equipment to casinos worldwide. It offers gaming chips, table layouts, wheels, playing

cards, dice, gaming furniture, and miscellaneous table accessories, including chip

trays, drop boxes, and dealing shoes, which are used in conjunction with casino table

games, such as blackjack, poker, baccarat, craps, and roulette. The company also sells

its non-casino poker chips to a wholesaler in the United States. The Company was

founded in 1963. GPIC was formerly known as Paul-Son Gaming Corporation and

changed its name to Gaming Partners International Corporation in 2004.

24. Defendant GERARD P. CHARLIER ("Charlier") is, and during the Class

Period was, a director, Chief Executive Officer, Chief Financial Officer, and President

of the Company. During the Class Period, defendant Charlier was involved in day-to-

day operations of the Company and signed the Company's SEC filings and

certifications as Chief Executive Officer. Defendant Charlier has been a director and

GPIC's President and Chief Executive Officer since September 2002. Defendant

Charlier served as GPIC's Secretary from March 2003 until December 2006 and as its

interim Chief Financial Officer from August 2006 to December 2006. Defendant

Charlier has also been President and Chief Executive Officer of GPI SAS since 1994

and President and Chief Executive Officer of the former Bud Jones Company from

2000 to 2002, when it merged into Gaming Partners International USA, Inc.

25. Defendant MELODY SULLIVAN a/k/a/ MELODY SULLIVAN

YOWELL (` Sullivan") was, at relevant times during the Class Period, the Chief

Financial Officer of the Company. Before and during the Class Period, defendant

Sullivan was responsible for supervising the financial areas of the Company and was

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 8 the officer primarily responsible for GPIC's financial controls and reporting. Until her

departure from GPIC, defendant Sullivan signed the Company's SEC filings and

certifications as Chief Financial Officer. Defendant Sullivan a Certified Management

Accountant, was GPIC's Chief Financial Officer since December 2002.

26. Defendant DAVID W. GRIMES ("Grimes") was, between December 7,

2006 and the end of the Class Period, Chief Financial Officer of GPIC. As Chief

Financial Officer, defendant Grimes was responsible for supervising the financial areas

of the Company and was the officer primarily responsible for GPIC's financial controls

and reporting. Since joining GPIC, defendant Grimes has signed the Company's SEC

filings and certifications as Chief Financial Officer.

27. Defendant CHARLES T. MCCULLOUGH ("McCullough ") was, at

relevant times during the Class Period, the Chief Operating Officer of the Company.

As Chief Operating Officer, defendant McCullough had day-to-day responsibility for

the operation of the Company and was responsible for overseeing and reporting on the

Company's production and financial performance.

28. Defendant ERIC P. ENDY ("Endy") is, and during the Class Period was, a

Director of the Company. Defendant Endy has been a director since GPIC's inception

in 1993. Defendant Endy is the son of the founder of GPIC' s predecessor, Paul-Son

Gaming Supplies, Paul Endy. Defendant Endy was GPIC's Executive Vice President

from September 2002 to March 2003, and presently serves as a consultant to the

Company. He served as GPIC's Secretary from May 1984 to March 2003, Chairman of

the Board and Chief Executive Officer from November 1998 to September 2002,

President from January 1994 to September 2002 and Treasurer from July 2001 to

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 9 September 2002. From May 1998 to July 1998, defendant Endy was the Company's

Treasurer and from January 1994 to July 1995, its Chief Operating Officer. Mr. Endy

was Chairman of the Board, President and Chief Executive Officer of the former Paul-

Son Gaming Supplies from November 1998 to September 2002, and Executive Vice

President and General Manager of the former Paul-Son Gaming Supplies from July

1990 to November 1998.

29. Defendant ELISABETH CARRETTE ("Carrette") is, and during the

Class Period was, a Director of the Company. Elisabeth Carrette, 60, was appointed to

the GPIC board, effective January 27, 2005, to fill the vacancy left on the board by the

death of her husband and former GPIC chairman, Francois Carrette in December 2004.

30. Defendants Charlier, Sullivan, Grimes, McCullough, Endy, and Carrette

are referred to herein collectively as the "Individual Defendants." The Individual

Defendants and GPIC are referred to herein collectively as "Defendants."

31. Because of the Individual Defendants' positions with the Company, they

had access to the adverse undisclosed information about its business, operations,

products, operational trends, financial statements, markets and present and future

business prospects via access to internal corporate documents (including the

Company's operating plans, budgets and forecasts and reports of actual operations

compared thereto), conversations and connections with other corporate officers and

employees, attendance at management and Board of Directors meetings and

committees thereof and via reports and other information provided to them in

connection therewith.

32. It is appropriate to treat the Individual Defendants as a group for

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 10 pleading purposes and to presume that the false, misleading and incomplete

information conveyed in the Company's public filings, press releases and other

publications as alleged herein are the collective actions of the narrowly defined group

of defendants identified above. Each of the above officers of GPIC, by virtue of their

high-level positions with the Company, directly participated in the management of the

Company, was directly involved in the day-to-day operations of the Company at the

highest levels and was privy to confidential proprietary information concerning the

Company and its business, operations, products, growth, financial statements, and

financial condition, as alleged herein. Said defendants were involved in drafting,

producing, reviewing and/or disseminating the false and misleading statements and

information alleged herein, were aware, or recklessly disregarded, that the false and

misleading statements were being issued regarding the Company, and approved or

ratified these statements, in violation of the federal securities laws.

33. As officers and controlling persons of a publicly-held company whose

common stock was, and is, registered with the SEC pursuant to the Exchange Act, and

was traded on the NASDAQ, and governed by the provisions of the federal securities

laws, the Individual Defendants each had a duty to promptly disseminate accurate

and truthful information with respect to the Company's financial condition and

performance, growth, operations, financial statements, business, products, markets,

management, earnings and present and future business prospects, and to correct any

previously-issued statements that had become materially misleading or untrue, so

that the market price of the Company's publicly-traded common stock would be

based upon truthful and accurate information. The Individual Defendants'

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 11 misrepresentations and omissions during the Class Period violated these specific

requirements and obligations.

34. The Individual Defendants participated in the drafting, preparation, and/or

approval of the various public and shareholder and investor reports and other

communications complained of herein and were aware of, or recklessly disregarded, the

misstatements contained therein and omissions therefrom, and were aware of their

materially false and misleading nature. Because of their Board membership and/or

executive and managerial positions with GPIC, each of the Individual Defendants had

access to the adverse undisclosed information about GPIC business prospects, financial

condition and performance as particularized herein, and knew (or recklessly disregarded)

that these adverse facts rendered the positive representations made by or about GPIC and

its business, issued or adopted by the Company, materially false and misleading.

35. The Individual Defendants , because of their positions of control and

authority as officers and/or directors of the Company, were able to and did control the

content of the various SEC filings, press releases and other public statements pertaining

to the Company during the Class Period. Each Individual Defendant was provided with

copies of the documents alleged herein to be misleading prior to or shortly after their

issuance and/or had the ability and/or opportunity to prevent their issuance or cause them

to be corrected. Accordingly, each of the Individual Defendants is responsible for the

accuracy of the public reports and releases detailed herein and are therefore primarily

liable for the representations contained therein.

36. Each of the defendants is liable as a participant in a fraudulent scheme and

course of business that operated as a fraud or deceit on purchasers of GPIC common

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 12 stock by disseminating materially false and misleading statements and/or concealing

material adverse facts. The scheme deceived the investing public regarding GPIC's

business, operations, management and the intrinsic value of GPIC common stock. This

allowed defendants to artificially inflate the price of Company shares which caused

Plaintiff and other members of the Class to purchase GPIC common stock at

artificially-inflated prices.

CLASS ACTION ALLEGATIONS

37. Plaintiff brings this action as a class action pursuant to Federal Rules of

Civil Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who

purchased or otherwise acquired the common stock of GPIC between May 15, 2006 and

March 28, 2007, inclusive, and who were damaged thereby. Excluded from the Class are

defendants, the officers and directors of the Company, at all relevant times, members of

their immediate families and their legal representatives, heirs, successors or assigns and

any entity in which defendants have or had a controlling interest.

38. The members of the Class are so numerous that joinder of all members is

impracticable. Throughout the Class Period, GPIC common shares were actively traded

on the NASDAQ. As of March 29, 2007, the Company had over 8 million shares of

common stock issued and outstanding and traded in the United States. While the exact

number of Class members is unknown to Plaintiff at this time and can only be ascertained

through appropriate discovery, Plaintiff believes that there are hundreds or thousands of

members in the proposed Class. Record owners and other members of the Class may be

identified from records maintained by GPIC or its transfer agent and may be notified of

the pendency of this action by mail, using the form of notice similar to that customarily

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 13 used in securities class actions.

39. Plaintiff's claims are typical of the claims of the members of the Class as all

members of the Class are similarly affected by defendants' wrongful conduct in violation

of federal law that is complained of herein.

40. Plaintiff will fairly and adequately protect the interests of the members of the

Class and has retained counsel competent and experienced in class and securities

litigation.

41. Common questions of law and fact exist as to all members of the Class and

predominate over any questions solely affecting individual members of the Class.

Among the questions of law and fact common to the Class are:

(a) Whether the federal securities laws were violated by defendants' acts

as alleged herein;

(b) Whether statements made by defendants to the investing public

during the Class Period misrepresented material facts about the business, operations and

management of GPIC; and

(c) To what extent the members of the Class have sustained damages

and the proper measure of damages.

42. A class action is superior to all other available methods for the fair and

efficient adjudication of this controversy since joinder of all members is impracticable.

Furthermore, as the damages suffered by individual Class members may be relatively

small, the expense and burden of individual litigation make it impossible for members of

the Class to individually redress the wrongs done to them. There will be no difficulty in

the management of this action as a class action.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 14 DEFENDANTS' PUBLIC STATEMENTS

43. In a March 30, 2004 news release reporting "Operating Results for the

Fourth Quarter and Year Ended December 31, 2003", GPIC stated, in part, the

following:

Charlier cautioned that, other than the fourth quarter results of 2003 and 2002, the financial results for the two fiscal years are not comparable. As a result of Paul-Son Gaming's business combination with Etablissements Bourgogne et Grasset ("B&G") and its former subsidiary, the Bud Jones Company, the company's size and structure underwent significant changes. The combination was accounted for as a purchase transaction and also under accounting rules, as a "reverse acquisition" because B&G's former shareholders now own a majority of the combined company's outstanding shares. As the acquirer, B&G's historical financial statements became those of the combined company.

The higher revenues in 2003 reflected the full-year contribution from the combined operations, two substantial one-time sales orders to casino customers aggregating $4.9 million, an additional $400,000 sale to a European casino recognized in the fourth quarter and post-combination selective price increases. The improvement to revenues was partially offset by a $3.2 million reduction in the sale of "Euro" denominated chips in 2003, compared with 2002, which included some sales to European casinos due to the E.U.'s conversion to a common currency.

We will continue working to enhance our operating efficiencies and to capitalize on our opportunities to support our casino customers worldwide with state-of-the-art products and top quality service.

(emphasis added).

44. In a September 1, 2004, news release entitled "Gaming Partners

International Corporation Announces Name and Trading Symbol Change", GPIC stated:

Charlier emphasized that the name change follows nearly two years of "intensive efforts to reorganize and improve operations" since the business combination of the former Paul-Son Gaming Corporation and Etablissements Bourgogne et Grasset S.A. effected on September 12, 2002. "At that time," Charlier continued, "we essentially created a new company. Since then, we have worked hard to realize the benefits of the combination

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 15 by eliminating redundancies and duplicate operations, building our executive team, strengthening infrastructure and expanding our product and technology base. Our new name represents the next logical step in this ongoing process, as we strive to build a larger, stronger and more successful corporation."

45. In a November 12, 2004 news release, GPIC reported the following for the

"Third Quarter and Nine months of 2004":

The company, a leading manufacturer and supplier of casino table game equipment, reported third quarter revenues, up 30% from the previous year. Net loss for the quarter was reduced by $590,000 from the corresponding quarter a year ago, with the modest loss for the current quarter reflecting the timing of casino sales and production.

For the three months ended September 30, 2004, revenues increased to $9.2 million, compared to $7.1 million in the year earlier period. Net loss decreased to $111,000, equal to $(0.01) per basic and diluted share, compared with a loss of $701,000, or $(0.09) per basic and diluted share in the corresponding quarter of 2003.

For the nine months, revenues climbed to $31.4 million from $25.2 million one year ago. Net income totaled $1.4 million...

Gerard Charlier, president and CEO, commented: "We are pleased by the company's continued progress as we posted revenue growth in both the third quarter and first nine months of 2004. Additionally, GPIC was profitable for the year to date period despite a modest loss in the most recent quarter...."

Third quarter revenues benefited from higher sales by GPI-SAS, the company's French subsidiary, primarily due to sales to casinos in Asia with development of casinos in Macau and Myanmar. While GPI-USA is still implementing some of its post-combination strategies to improve revenues and efficiencies, we expect those strategies to be substantially implemented by the end of2005.

Charlier concluded: "The company's growing revenues, improved profitability and strengthened financial position and liquidity are very gratifying. We will continue striving to enhance our position as a leader in the supply of high quality table game products to the industry worldwide. In this regard, we are very pleased by our highly successful exhibition at the vitally important G2E Gaming Expo held last month in Las Vegas."

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 16 The GPIC products on display at the Gaming Expo included its gaming chips with embedded RFID technology and readers. The company has been working for several years to apply the RFID technologies to the gaming chips. The company can offer RFID microchips with all of its brands and types of gaming chips. GPIC holds several patents concerning the embedding process of the RFID and an exclusive license for the use of these RFID chips in the USA. The company also sells several types of readers that can be used by the casinos at the cages, vaults, tables, or by the pit bosses. RFID chips and readers help to protect the casinos from buying at face value, counterfeited or stolen chips and to improve the efficiency of table game management.

(emphasis added).

46. In a March 29, 2005 news release, GPIC reported the following for the

"Fourth Quarter Year Ended December 31, 2004":

Gerard Charlier, president and chief executive officer, commented: "We are very pleased by the company's improved operating results in 2004, reflecting the success of our focused efforts to build a larger, stronger and more profitable company following our business combination.

"With respect to investments in the future, a key aspect of our strategy is the continuing development of the company's range of RFID-related products in order to meet the multidimensional aspects of various casino applications, including chip security and the enhanced ability to manage table game operations as efficiently as slots. While RFID-embedded casino chips do not provide 100% security, since they can, in theory, be duplicated, the protection of our chip tracking systems brings the casino's chip management to an unprecedented level. "

Commenting further on product development and the company's technology and patent portfolio, Charlier said: "We first commenced making simple RFID casino chips to be read one at a time in 1990. Since that time, we have concentrated on the development of increasingly sophisticated RFID casino chips and readers, which meet all criteria required by casino managers and professional dealers. Today our company offers RFID casino chips under three brand names adapted to different casino needs and practices. The Paulson brand RFID casino chips are available in the U.S. for less than $2 each. All brands of our RFID casino chips can be read fast enough for any practical casino applications.

"As an example of our very active ongoing development activities, at the ICE gaming show held in London in early 2005, we introduced vault

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 17 cabinets that are able to read several thousand RFID chips in standard trays."

The Gaming Partners' CEO also noted that the company holds "several patents for the embedding of RFID in gaming chips, as well as an exclusive license on patents, now owned by Shuffle Master, Inc., for the utilization of RFID casino chips and readers in the United States, used for tracking and accounting for RFID casino chips.

(Emphasis added).

47. On March 9, 2005, GPIC reported the following:

Gaming Partners International Corporation (Nasdaq:GPIC) today announced that its application for listing on the NASDAQ National Market (NMS) has been approved, The company's common stock, which currently trades on the NASDAQ SmallCap Market, will commence trading on the NASDAQ-NMS on March 10, 2005.

Mr. Charlier also added, "We believe that the NASDAQ NMS listing will serve to increase awareness in the investment community about GPIC, strengthen our investor base, and expand the potential for the number of investors in our stock...."

(Emphasis added).

48. On January 12, 2005, GPIC announced that:

Mr. Endy, a director of GPIC, has adopted, as of December 29, 2004, a stock trading plan pursuant to Rule lOb5- 1 under the Securities Exchange Act of 1934.

Rule lOb5-1 allows officers and directors to adopt written, pre-arranged stock trading plans at times when they are not in possession of material nonpublic information.

(Emphasis added).

49. In a May 13, 2005 news release, GPIC reported on "Financial Results for

the First Quarter of 2005":

The first quarter was a strong period of business for GPIC. Our robust sales increase was driven by strength across the company's geographic markets including the U. S., Europe and Asia. Both of our principal operating subsidiaries, GPI-USA and GPI-SAS, recorded higher revenues for the quarter.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 18 "We are particularly pleased by the increase in sales orders for RFID, after the first quarter, chips to prestigious casinos in the U.S. We started developing RFID chips some 10 years ago. Thanks to the past years of experience, we are able to imbed microchips in all of our gaming chip products with such efficiency that it is virtually impossible for dealers and players to notice any difference in the feel or handling of these chips. Unit prices of chips and readers are now low enough to make it attractive for casinos to invest in these products and improve the security and efficiency of their table game management systems.

50. In a June 14, 2005 news release, GPIC commented on an "Industry

Endorsement of RFID Technology":

"GPIC began imbedding RFID microchips (made by Phillips) about ten years ago and has gained unparalleled expertise and success in manufacturing RFID gaming chips. These chips have the exact same feel and quality as the gaming chips familiar to the dealers and gamblers. With RFID chips and readers casinos can control their own currency with total security and efficiency," Gerard P. Charlier, President and Chief Executive Officer of GPIC said.

The embrace of this technology by these OEM leaders and their new commitment confirms GPIC's long held belief that RFID technology represents the future of the gaming industry.

51. In an August 15, 2005 news release, GPIC reported on "Financial Results

for the Second Quarter of 2005":

The company, a leading manufacturer and supplier of casino table game equipment, recorded increased revenues and another quarter of substantial profitability in the three months ended June 30, 2005. Net income, however, was approximately $458,000 less than in the comparable quarter of 2004, primarily due to an increase in general and administrative and income tax expenses.

Gerard Charlier, president and CEO, commented: "...Our sales increase was the result of strength across the company's geographic markets including the U. S., Europe and Asia. In addition, in the second quarter of 2005, we sold approximately $1.1 million of our RFID gaming chips and readers and other table game equipment and supplies to Wynn Resorts...."

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 19 With respect to RFID gaming chips, Charlier noted that the company holds the exclusive license until 2015 for the sale and use of RFID gaming chips and readers in the United States for chip tracking purposes. He added that the recent announcement of International Game Technology's 50% patent acquisition and the worldwide product integration agreement among IGT, Shuffle Master and Progressive Gaming International "not only recognizes the importance of RFID technology in the gaming industry, but also is a strong endorsement of it."

At June 30, 2005, GPIC's backlog of production orders amounted to approximately $4.7 million for GPI-USA and $ 12.5 million for GPI-SAS compared to approximately $4.5 million for GPI-USA and $3.4 million for GPI-SAS one year earlier.

Second quarter revenues benefited from sales by GPI-SAS, the company's French subsidiary, primarily due to sales to casinos in Asia with the development of new casino projects in Macau. GPI-USA enjoyed increased revenues of approximately $1.0 million due to new casino openings and large reorders.

Charlier concluded: "We are pleased by the company's improved profitability, strong backlog, growing revenues and solid financial position. After a successful first half, GPIC is exceptionally well positioned for continued progress. We see a number of important growth drivers for our business, which we believe present significant future opportunities...."

52. In a November 14, 2005 news release, GPIC reported on "Higher Revenues

and Increased Profits for the Third Quarter and First Nine Months of 2005":

Gerard Charlier, president and CEO, commented: "....GPI-USA, our U.S. subsidiary, posted a 24 percent revenue increase from the prior year period, resulting from several large casino reorders in the U. S., sales revenue to a wholesaler and sales related to a new casino opening in Las Vegas...."

With respect to RFID gaming chips, Charlier noted that the company holds the exclusive license until 2015 for the sale and use of RFID gaming chips and readers in the United States for chip tracking purposes. "At the 2005 Global Gaming Expo held this past September in Las Vegas, we displayed our state-of-the-art RFID chips and several types of readers for use in casino operations including cages, vaults, tables, or by pit bosses. Customer response to our G2E product demonstrations was highly gratifying and encouraging.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 20 "Our RFID gaming chips and readers offer casino managers a significantly enhanced level of security to better control the substantial amounts of money they have in the form of gaming chips, as well as to improve the efficiency of table game management We are continuing a very active development program designed to strengthen and expand our leadership position in this key product segment. "

(Emphasis added).

53. In a November 15, 2005 news release, GPIC announced a "Major

Breakthrough in Macau: Company Will Supply More Than 600,000 RFID Chips to

Two Casinos in Rapidly Expanding Asia Casino Mecca":

In addition to providing the casino with an extremely high level of security through the ability to identify each chip individually, the information carried by the microchips is also used to track large numbers of chips simultaneously, carry out inventory and monitor play. Readers, also developed and supplied by GPI, are available in various formats and can be configured and installed at cashiering points, on tables for quick verifications, and embedded in float trays on all table games enabling instant authentication and reconciliation of floats.

Other prominent casino operators worldwide have already understood the economical solutions that GPI's 125 KHz technology brings to the casino- currency-control issues. With over 5,000,000 125KHz RFID chips and 300 reading devices already sold to more than 40 casinos worldwide, GPI has definitely positioned itself as the world leader in RFID technology supply to the gaming industry.

(Emphasis added).

54. In a January 20, 2006 news release, GPIC commented on an exhibition and

"Product Expansion":

The Company announced that, along with the state-of-the-art RFID chips, it will be displaying several types of readers for use in casino operations, in various formats, capable of being configured and installed at various locations, including: cashiering points, on tables for quick verifications, embedded in float trays on all table games enabling instant authentication and reconciliation of floats, in cages, vaults, or near the pit bosses.

Separately, Gerard P. Charlier, President and CEO commented, "Due to the very large backlog of production...

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 21 ... we fully expect that this ICE presentation will be an even greater success for us. Our significant backlog includes large order quantities of RFID chips, which demonstrates market acceptance and validates the technology in gaming chips for use in table games and provides a working, cost effective and readily available management tool."

With respect to RFID gaming chips, Charlier noted that "the company holds the exclusive license until 2015 on two patents owned by IGT and Shuffle Master for the sale and use of RFID gaming chips and readers in the United States for chip tracking purposes . We maintain our very active development program designed to strengthen and expand our leadership position in this key product segment."

55. On January 27, 2006, GPIC reported, inter alia, that:

Progressive Gaming has granted GPIC the exclusive rights in the United States and non-exclusive rights outside the US to manufacture gaming chips with 13.56 MHz RFID technology.

Gerard P. Charlier, President and Chief Executive Officer of GPIC stated: "We are pleased that our research and development efforts have resulted in the versatility to offer GPIC's well known and widely accepted gaming chips, plaques and jetons either with this proprietary embedded high frequency 13.56 MHz RFID microchip to casinos which desire them or our well known 125 KHz RFID chips and readers, which we will keep supporting and developing in the many years to come for the casinos particularly interested in Casino-Currency- Control. This accomplishment further emphasizes GPIC's mission to be the partner' of its casino customers in meeting their particular gaming chip needs. "

(Emphasis added).

56. In a March 31, 2006 news release, GPIC announced the following for the

"Fourth Quarter and Full Year 2005":

... net income for the fourth quarter ended December 31, 2005 posted a 67% increase on a 23% improvement in revenues. For the full year, net income climbed 66% on a 28% increase in revenues.

Charlier further commented: "We continue to showcase our RFID microchips and readers at the industry's major gaming shows including the Global Gaming Expo in Las Vegas and ICE in London and have been very

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 22 pleased by rising customer interest and enthusiasm. In our view, prospects for the growing acceptance of RFID technology in casino operations are solid, and we believe that GPIC is well positioned to play a key role in what may amount to significant changes in the industry. "

In January of this year, GPIC and Progressive Gaming International signed an agreement by which GPIC has the right to buy the 13.56 MHz RFID tags to make casino chip; exclusive for the U.S. market and non- exclusive for the rest of the world "We are now able to offer customers the choice of two technologies, the faster 13.56 MHz and the 125 KHz, which is particularly attractive to casinos interested in currency control," Charlier said.

The Chief Executive continued: "With greater capabilities and decreased costs, investment in RFID microchips and readers becomes ever more compelling to casinos, seeking the benefits of chip tracking and security with protection against counterfeit chips. With appropriate software, these products also open the door for potential increases in efficiency and costs savings for our casino customers. Incorporating our RFID chips in systems developed and sold by other companies, enable casinos to more accurately and objectively track and distribute the appropriate amount of player comps."

Charlier concluded: "We are optimistic about our opportunities for the future. GPIC enters 2006 in a solid position with a greater than twice the amount of backlog of production orders at year end 2005 of $25.7 million, as compared to $14.5 million of backlog at the end of 2004.

"Our manufacturing expertise, technical know-how, strategic alliances and extensive patent position in RFID microchips and readers represent a strong platform for growth as this technology continues to gain increasing acceptance by casino operators worldwide."

(Emphasis added).

57. In a May 10, 2006 news release, GPIC announced the following:

Gaming Partners International Corporation (Nasdaq: GPIC) has signed a contract with Wynn Macau for the supply of gaming chips and plaques. The entire order, consisting of the Bourgogne & Grasset brand, is fitted with 13.56 MHz RFID microchips. The microchips are supplied by Magellan in Australia and securely embedded inside the chips by GPI.

"This order is a testimony to GPIC leadership in terms of RFID technology supplied to the world gaming industry," says Christophe Leparoux, GPI

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 23 Manager International Sales & Marketing. "We are very excited that Wynn Resorts supports us on both sides of the planet: at Wynn Las Vegas with 125 KHz RFID chips and at Wynn Macau with 13.56 MHz. Each technology has different although complementary features to cater for the specific requirements of each market.

"Manufactured by GPI's plant in France, the RFID chips are from the new hugely successful 'S2' range of hard plastic-compound, high-quality, injection-molded chips. Our S2 line offers greater possibilities in terms of edgeworks and decor while maintaining the same well-known quality at a very cost-effective price," added Leparoux. "Most important, even with the embedded microchips, the S2 chips retain the same heavy weight, feel and appearance that both dealers and players love."

58. The Class Period begins on May 15, 2006, shortly after the Company

released its financial results for its first quarter ended March 31, 2006 (the "Q1 2006 10-

Q). In the Q1 2006 10-Q, Defendants made the following statements:

The company, a leading manufacturer and supplier of casino table game equipment, posted net income of $2.1 million, a 314% increase from approximately $500,000 recorded in last years first period, on a 49% advance in quarterly revenues. Basic and diluted earnings per share totaled $0.26 and $0.25 respectively in the 2006 first quarter, a more than four- fold advance from $0.06 per basic and diluted share one year earlier.

For the three months ended March 31, 2006, revenues jumped 49% to $18.3 million from $12.3 million last year. Gross profit rose 60% in the most recent period to $7.7 million from $4.8 million in the first quarter of 2005, propelled by higher revenue and improved cost of revenue detailed below. Gross profit margin increased to 42.3% from 39.3% a year ago.

First Quarter operating income increased 214% to $3.4 million from $1.1 million in the corresponding 2005 period as a result of production efficiencies realized by higher volume.

In addition, a number of foreign countries are currently considering legislation to legalize or expand gaming. Such legislation presents potential opportunities to sell our gaming supplies to new properties and thus increase revenue.

There has also been accelerated expansion of U. S. based gaming companies overseas. Of particular importance has been the opening of new casinos, and the expansion of existing casinos, in Macau [China] in 2005 and the actual and anticipated openings in 2006.

59. Specifically, Defendant Charlier commented:

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 24 "We are very pleased by the company's continued progress and substantial improvement to the bottom line. The first quarter was a strong period of business for GPIC. Our robust sales increase was driven by strength across the company's geographic markets including the U.S., Europe and Asia. Both of our principal operating subsidiaries, GPI-USA and GPI-SAS, recorded higher revenues for the quarter. We are particularly pleased by the increase in sales orders, to be delivered after the first quarter, for RFID chips in low and high frequency from very large andprestigious casinos, particularly in Macau and also in the U.S. We started developing RFID chips some 10 years ago. Thanks to the past years of experience, we are able to imbed microchips in all of our gaming chip products with such efficiency that it is virtually impossible for dealers and players to notice any difference in the feel or handling of these chips. Unit prices of chips and readers are now low enough to make it attractive for casinos to invest in these products and improve the security and efficiency of their table game management systems."

CEO Charlier also stated that the company continues to experience strong market acceptance and sales growth for both its high- and lowfrequency RFID gaming chips. The increase in GPIC revenues and net income have been fueled in large part due to the, growth rate of new and existing casinos and markets, particularly in Asia and with respect to RFID embedded gaming chips. There is no assurance that growth of the gaming markets in Asia or our RFID products will continue at comparable rates.

Backlog of production orders, expected to be fulfilled in 2005 amounted to approximately $17.7 million for our French operations and $4.2 million for the U. S. as of March 31, 2006, At March 31, 2005, our backlog was approximately $8.9 million for our French operations and $8.6 million for the U.S.

First quarter revenues benefited from higher sales by GPI-SAS, the company's French subsidiary, primarily due to sales to casino projects in Macau. GPI-USA also enjoyed increased revenues due to new casino openings and large reorders in the U.S.A. Cost of revenues as a percentage of total revenues decreased to 57.7% from 60.7% in last year's first quarter. The improvement was primarily driven by a better absorption of fixed costs due to the higher sales volume and the product mix at GPI-SAS and GPI-USA.

Total operating expenses, while $590,000 higher for the quarter, showed significant improvement as a percentage of quarterly revenues, declining to 23.7% from 30.5% in the prior year quarter. The increase in operating expenses reflected $220,000 related to future compliance with Sarbanes- Oxley Act of 2002, and $370,000 related to increased audit and tax fees, salary, bonus and vacation increases for 2006, as well as building expansions in both France and Mexico.

At March 31, 2006, GPIC had approximately $7.6 million in cash and cash equivalents and $6.1 million in marketable securities for a total of $13.7 million, compared with $13.7 million at December 31, 2005. Working capital totaled approximately $12.5 million at the end of the first quarter of 2006, an increase of approximately 30% from $9.6 million at December 31, 2005. Cash was used to purchase inventory in order to meet the production needs and our accounts receivable also increased since the

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 25 year ended December 31, 2005.

(Emphasis added)

60. However, at this time, the Company began to recognize issues relating to its

internal controls over its financial reporting involving the design and operation of

controls over share-based payment accounting:

Specifically, the controls in place were not adequate to ensure that the correct accounting treatment was used for stock options conditioned on the Company attaining a specific performance target, which were granted to the Chief Executive Officer in September 2002. Prior to filing its 2005 Form 10-K, the Company determined that variable accounting was required with respect to these particular stock options in order to comply with generally accepted accounting principles in the United States of America.

61. Defendant Charlier also stated that:

The Company's improved profitability, backlog, growing revenues, and strengthened financial position are very satisfying. The year is off to a solid start, and we intend to continue building on our progress and implementing our strategies for profitable growth. As always, our entire team remains focused on providing quality products and superior service to our customers in the gaming industry worldwide.

62. In a May 15, 2006 news release, GPIC announced the "filing of its Form

10-Q, for its first quarter," stating that:

For the three months ended March 31, 2006, revenues jumped 49% to $18.3 million from $12.3 million last year. Gross profit rose 60% in the most recent period to $7.7 million from $4.8 million in the first quarter of 2005, propelled by higher revenue and improved cost of revenue detailed below. Gross profit margin increased to 42.3% from 39.3% a year ago.

CEO Charlier also stated that the company continues to experience strong market acceptance and sales growth for both its high- and low-frequency RFID gaming chips. The increase in GPIC revenues and net income have been fueled in large part due to the growth rate of new and existing casinos and markets, particularly in Asia and with respect to RFID embedded gaming chips....

In a May 18, 2006 news release, GPIC announced, inter alia, the following:

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 26 Macau Galaxy Group renewed its confidence in GPI with the confirmation of an order for over 285,000 RFID plaques to be supplied to the flagship casino of the group, Starworld Casino.

"This order confirms GPI as the undisputable world leader in RFID technology provider to the table gaming industry," declared Christophe Leparoux, manager international sales and marketing for GPI. "All of our products (value chips, jetons and plaques) are now available with both 125 KHz and 13.56 MHz RFID technologies. The choice is up to the customers, depending if their focus is on security or operational applications. The very demanding Macau market requires high tech innovative products that offer great protection against counterfeiting while maintaining the intrinsic specifications of the products both the players and the dealers have been used to. This quality is just what we will deliver to Starworld and we are very proud to be associated yet again with Galaxy on this project."

(Emphasis added).

63. In connection with the Q1 2006 10-Q, Defendants submitted to the SEC the

certifications of its CEO, CFO and President, defendant Charlier as required pursuant to

18 U.S.C. 1350, as adopted pursuant to Section 906 of SOX. The certification of

defendant Charlier stated, "[b]ased on my knowledge, this report does not contain any

untrue statement of material fact or omit to state a material fact necessary to make the

statements made, in light of the circumstances under which such statements were made,

not misleading with respect to the period covered by this report." The certification

further states that "I am responsible for establishing and maintaining disclosure controls

and procedures (as defined in Exchange Act Pursuant to SEC Rules 13a-14 and 15d-14)

for the registrant and I have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 27 b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

d) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

e) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and,

f) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and,

g) the registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

64. The statements concerning controls were false and misleading because

adequate internal controls were not in place to ensure that the Company's financial

reports complied with GAAP. The lack of internal controls led to the Company's

financials being restated during the Class Period.

65. On May 15, 2006, Defendants filed the Company's Q1 2006 10-Q with the

SEC, which was signed by defendant Charlier.

66. Defendants ' statements and filings of May 15, 2006, were false and

misleading because, inter alia:

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 28 (a) At all times during the Class Period, the Company's purported success was not

the result of defendants' competent management. In fact, throughout the Class Period,

defendants had materially misstated the existence of GPIC' s internal operational controls

and financial procedures, and defendants had improperly issued false and unreliable

financial results;

(b) Throughout the Class Period, GPIC did not have adequate systems of internal

operational or financial controls, and GPIC's reported financial statements were not true,

accurate or reliable;

(c) As a result of the foregoing, throughout the Class Period, the Company's

financial statements and reports were not prepared in accordance with GAAP and SEC

rules; and

(d) As a result of the aforementioned adverse conditions which defendants failed to

disclose, throughout the Class Period, defendants lacked any reasonable basis to claim that

GPIC was operating according to plan, and achieving the "record" results as stated by

defendants.

67. The statements made by defendants and contained in the Company's press

releases and SEC filings made during the remainder of and throughout the Class Period

were materially false and misleading and were known by defendants to be false at that

time, or were recklessly disregarded as such thereby, for the reasons stated herein.

68. In a May 23, 2006 news release, entitled "Gaming Partners Supplies New

Red Rock Casino Resort and Spa in Las Vegas With RFID Chips, Other Casino

Products", the Company explained the following:

GPI supplied all chips, including RFID chips and readers. RFID technology has already been selected by several Station Casino properties to make their

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 29 gaming chips more secure. GPI RFID chips have proven to be an unmatched way to improve chip security and verify chip transactions; yet they still maintain the traditional weight and feel of high quality gaming chips that dealers and players demand.

(Emphasis added).

69. In a June 19, 2006 news release, entitled Gaming Partners outlined their

"Accelerated Expansion Plans":

Sales of RFID gaming chips and readers are definitely on the rise on a worldwide basis, and are expected to keep growing in the coming years. GPI SAS has ramped up its production facilities and number of employees in order to meet the increased demands from the Macau casinos, both in the volume of orders and in the delivery time requirements. GPI SAS has increased its number of employees by nearly 40% just since December 31, 2005.

Charlier continued, "GPI SAS, specializing in gaming chips for more than 80 years, began selling RFID chips 10 years ago. Over the years, nearly 100 casinos worldwide have purchased RFID jetons, plaques and chips from GPI SAS . The level of utilization of these RFID gaming chips ranges from the simple authentication of chips on an individual or stack basis to the more sophisticated automatic chip authentication and accounting with RFID readers, and finally to the much more sophisticated players tracking and table management systems offered by Progressive Gaming International Corp (PGIC). As previously announced, several well-known large Macau casinos have recently decided to invest in our RFID chips, either in Low Frequency or in High Frequency. "

(Emphasis added).

70. Then, on August 9, 2006, in connection with the filing of the Company's

Form 8-K 2006 with the SEC, the Company announced the resignation of its Chief

Financial Officer, defendant Sullivan, and appointed defendant Charlier, already the

Company' s President and Chief Executive Officer, as interim Chief Financial Officer

pending the Company hiring a new Chief Financial Officer.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 30 71. On August 14, 2006 GPIC announced "Record Financial Results for the

Second Quarter and First Six Months of 2006"and issued the following statement

regarding its financial results for its second quarter ending June 30, 2006 and first six

months of 2006 (the "Q2 2006 10-Q"):

Net Income for the second quarter increased by 36% to $2.0 million from $1.5 million a year ago. Basic and diluted earnings per share for the quarter totaled $0.25, up from $0.18 per diluted share ($0.19 basic) in the same quarter of 2005. Second quarter revenues grew 28% to $19.4 million from $15.2 million one year earlier.

For the first half of 2006, net income totaled $4.1 million, an increase of 106% from $2.0 million last year. Earnings per diluted share for the first six months of 2006 were $0.51 ($0.52 basic), 113% higher than the $0.24 ($0.25 basic) recorded in the same period of 2005. Six months ended June 30, 2006 revenues rose 37% to $37.7 million from $27.5 million in the previous year.

Gerard Charlier, President and Chief Executive Officer, commented: "We are extremely pleased with the company's ongoing rapid progress as demand from the casino gaming industry for our RFID-based products continues to escalate. In particular, the continuing strong growth of casinos in Macau is a key factor supporting our progress.

"As the company ramps up its production efforts for the increasing demand for our higher frequency 13.56 MHz RFID gaming chips, demand remains strong for our other brands and product lines, including our lower frequency 125 KHz RFID imbedded gaming chips and readers. Based on backlog and order pace, we estimate that GPIC sales of RFID gaming chips, jetons and plaques this year will be in excess of approximately $16 million, a more than three-fold increase from RFID chip sales in 2005 with more than $9.0 million in low frequency and $7.0 million in high frequency." Revenue increases for both the second quarter and first half were driven by sales growth in GPI-SAS, the company's French-based subsidiary, fueled by new casino openings in Macau.

Charlier concluded: "Important growth drivers for our company are casino gaming in Asia, and the gaming industry's continued transition to RFID- based systems to enhance the security, management and profitability of casino operations.

Cost of revenues increased in both the second quarter and six months in 2006, due primarily to the initial start-up costs at GPI-SAS relating to manufacturing higher frequency RFID gaming chips. Gross profit increased by $810,000 in absolute dollars in the second quarter of 2006 and by $3.7 million in the first half of 2006 compared to the same periods in 2005, but

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 31 declined as a percentage of revenues from 45.5% to 39.8% in the second quarter and from 42.8% to 41.0% in the second half of 2006 compared to 2005.

Operating expenses, which include product development; marketing and sales; depreciation and amortization, and general and administrative costs, showed an increase of $669,000 in the second quarter of 2006, while declining as a percentage of revenues from 27.0% a year ago to 24.5% in the second quarter of 2006. As a percentage of revenues, total operating expenses for the first six months of 2006 decreased to 24.1% from 28.6% in 2006.

At June 30, 2006, cash and marketable securities amounted to $15.1 million, compared with $13.6 million in the prior year. The company continues to build inventory to support production. Working capital was $14.6 million in the current year, compared with $9.6 million in 2005.

(Emphasis added).

72. On August 14, 2006, Defendants filed the Company's Q2 2006 10-Q with

the SEC, which was signed by defendant Charlier. The filing and statements of the Q2

2006 10-Q were false and misleading for the reasons stated above.

73. On November 13, 2006, the Company issued the following statement

regarding its financial results for its third quarter ended September 30, 2006 and first

nine months of 2006 ("Q3 2006 10-Q"):

For the third quarter of 2006, the Company reported revenues of $20.1 million, an increase of 50% over revenues of $13.4 million for the third quarter of 2005. Gross profit for the quarter was $6.1 million, or 30.1% of revenues, compared to $4.9 million or 36.3% of revenues in the same period of year ago. The decline in gross profit margin was primarily related to difficulty in initial manufacturing of gaming chaps using Magellan/PGIC RFID high-frequency technology in a very large volume. The Company is working to improve yields and expects to see such improvement as it gains experience and identifies ways in which to maximize efficiency in this area of manufacturing.

New income for the third quarter increased 314%, to $1.0 million, or $0.13 per basic and $0.12 per diluted share, from $246,000 or $0.03 per basic and diluted share in the three months ended September 30, 2005. Weighted average shares outstanding were 8,0 million basic and 8.2 million diluted for third quarter of 2006, and 7.8 million basic and 8,2 million diluted for the three months ended September 30, 2005.

For the nine month period ended September 30, 2006, revenues were $57 .9, an increase of 41 .6% compared to revenues of 40.9

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 32 million in the first nine months of 2005. Gross profit for the period was $21.4 million, or 36.9% of revenues, compared to $16.5 million or 40.3% of revenues in the comparable period in 2005. Decline in gross profit margin for the period was due to initial start up costs, as well as the above mentioned difficulty in the manufacture of high frequency RFID gaming chips.

Net income for the period was $5.0 million, or $0.63 per basic and $0.62 per diluted share, an increase of 125% over net income of $2.2 million or $0.29 per basic and $0.27 per diluted share for the nine months ended September 30, 2005. Weighted average shares outstanding were 7.9 million basic and 8.1 million diluted for first nine months of 2006, and 7.8 million basic an d8 .1 million diluted for the comparable period in 2005.

As of September 30, 2006, the Company had cash and marketable securities of $10.8 million, compared to $13.6 million on December 31, 2005.

The Company also announced a one-time cash dividend of $0.125 per share, payable on December 15, 2006 to shareholders of record a t the close of business on November 27, 2006. This marks the second cash dividend paid to the shareholders of Gaming Partners and reflects the continued improvement in the Company's profitability and operational performance.

Backlog of production orders, which are expected to be filled in 2006, at the end of the third quarter was approximately $4.2 million at GPI-USA and $7.4 million at GPI-SAS. This compares to backlog of $3.9 million and $8.0 million for GPI-USA and GPI-SAS respectively on September 30, 2005.

74. Defendant Charlier made the following statement regarding the results:

In the third quarter we saw a continuation of strong year-over-year revenue growth, fueled by the strength of our GPI-SAS subsidiary, which saw revenue double compared to the third quarter last year. Our U.S. business remained strong as well, achieving sales growth of approximately 4% over last year through re-racking orders from our casino partners throughout the United States.

75. Defendant Charlier added

Looking ahead, we remain encouraged by the opportunities in the RFID space, as demand for our next generation casino currency solutions is continuing to build. As mentioned last quarter, we expect full-year sales of four RFID gaming chips to be approximately $16 million, more than three-fold growth over 2005. RFID technology is still in its infancy particularly in the U.S., and expected to be a significant growth driver for GPI going forward. Additionally, broader trends in the gaming market bode well for our full range of casino currency products as we believe the market will be driven by new casino openings in the U.S. and abroad, customer re-orders necessitated by re-branding or technological obsolescence and overall growth in the popularity of table gaming.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 33 As the recognized leader in the global market for casino currency and table gaming supplies, we are excited about what the future holds for the industry, and more importantly, for GPI and our shareholders.

76. On November 13, 2006, Defendants filed the Company's Q3 2006 10-Q

with the SEC, signed by defendant Charlier. The filings and statements of the Q3 2006

10-Q were false and misleading for the reasons stated above.

77. In connection with the Q3 2006 10-Q, the Company submitted to the SEC

the certifications of its CEO, CFO and President, defendant Charlier, as required

pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of SOX. These

statements are false and misleading, the same as those in the Q1 2006 10-Q and Q2 2006

10-Q, and are false and misleading for the same reasons.

78. The financial information and GAAP compliance representation presented

in the Q3 2006 10-Q are false and misleading for the same reasons as the GAAP

compliance statement, and financial information in these statements are false and

misleading for the same reasons as those in the Q1 2006 10-Q and Q2 2006 10-Q.

79. In a November 30, 2006 joint news release, Gaming Partners and

Progressive Gaming International reported on their "Expand[ed] Relationship":

Gaming Partners International Corporation (Nasdaq: GPIC) ("GPI") the gaming industry's leading manufacturer and supplier of casino chips and other table game supplies, and Progressive Gaming International Corporation (Nasdaq: PGIC) ("PGIC") a leading technology supplier to the gaming industry worldwide, today announced the formation of a strategic alliance that expands the two companies' existing relationship to develop and market casino currency control equipment incorporating 13.56 MHz RFID microchip technology.

Under the terms of the agreement, PGIC will promote GPI as its exclusive chip manufacturer in the United States and preferred chip manufacturer abroad. GPI will be the sole chip manufacturer dedicated by PGIC to sell 13.56 MHz RFID based peripheral readers in the U.S. and abroad. GPI already holds the exclusive license until 2015 in the United States on two

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 34 key patents for the sale and use of RFID gaming chips and also for readers for chip security and monitoring purposes.

Additionally, the two companies have agreed to further integrate equipment, software and other products and technologies that make use of PGIC's 13.56 MHz RFID platform. GPI and PGIC will also work closely to develop and accelerate the availability of more comprehensive management and tracking systems to enable casinos to make greater use of the data provided by RFID embedded casino currency.

"Besides the already well developed 125 KHz RFID technology, GPI recognizes the potential of 13.56 MHz technology for both GPI and its customers worldwide. We believe that casinos will need an all encompassing platform, everything from gaming currency - to equipment - to software that analyzes and tracks data, in order to make the best use of high-speed RFID gaming technology," said Gerard P. Charlier, President and Chief Executive Officer of GPI.

Charlier continued, "By combining the synergistic expertise of both companies, we have created, and will continue to create, a robust suite of high-speed RFID products that we expect will better address the needs of the global casino gaming industry. We believe this strategic alliance is a winning combination that provides both GPI and PGIC with significant growth opportunities and greatly enhances our casino customers' ability to track player comps and centrally manage asset security."

President and Chief Executive Officer of Progressive Gaming Russ McMeekin stated, "We are excited at the opportunity of working with GPI to further expand our offering of RFID products. Being able to build off of GPI's existing products, knowledge and IP for currency tracking will help us provide more value-added products for our RFID customers, thereby driving even greater justification and ROIs when casinos make the decision to implement our technology."

Moreover, PGIC will lead the development of cage readers and other peripheral readers incorporating Magellan 13.56 MHz RFID technology and software. The companies will co-promote products developed by one another and products developed jointly through the alliance.

80. In a December 8, 2006 news release, GPIC announced a "$2.4 Million

Casino Chip Order From Holland Casino":

The order, for over 950,000 gaming chips with denominations ranging from 2euro to 500euro, includes RFID 125KHz Hitag Vegas-S microchip embedded gaming chips, as well as non-RFID chips. The gaming chips, or

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 35 casino currency, will be manufactured by the group's subsidiary, GPI SAS, in Beaune, France, with delivery expected before the end of 2006.

In addition to the RFID security technology, GPI's casino currency will also feature exclusive see-through rim inserts as well as a special UV pigment in the rim and edge inserts, making the gaming chips much more difficult to compromise or counterfeit. This will provide Holland Casino with an unprecedented level of security against fraud and counterfeiting, in addition to the high quality and sophistication that only a proven and reliable gaming chip manufacturer such as GPI can offer.

Amber C. Ho-a-Sjoe, VP Product Management Holland Casino said: "With the new RFID chips Holland Casino feels very confident regarding security issues right now and in the near future. The cooperation between GPI and Holland Casino on this strategic matter was very important. With the implementation of the new chips we can say we succeeded very well."

"Holland Casino has long been one of the most forward looking gaming companies in Europe. Their purchase of GPI's traditional and RFID embedded casino currency demonstrates both Holland's dedication to providing a secure gaming environment, as well as the further penetration and adoption of this all-important security technology," said Gerard Charlier, president and chief executive officer of GPI. "We believe that within the next 10-years, RFID embedded casino currency will be the norm around the world, and that casinos will look back on the time before RFID as the dark ages of player tracking and anti-fraud efforts."

81. In a December 11, 2006 news release, GPIC " announced that David W.

Grimes ha[d] joined the company as chief financial officer, effective December 7,

2006."

82. In a December 26, 2006 news release, GPIC announced the following:

... the Company will present chips and plaques available in 125 KHz or 13.56 MHzfrequencies, both proven and readily available technologies, at the International Casino Exhibition (ICE) in London January 23 - 25, 2007.

During the Exhibition, GPI will introduce its innovative, RFID-based Electronic Chip Surveillance (ECS) system utilizing 125 KHz RFID tags embedded in the chips which trigger an alarm when stolen casino chips are taken through electronic sensor gates. This combines the operational benefits of the 125 KHz frequency casino currency control with increased security protection against employee theft.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 36 Arising out of GPI's recently announced strategic alliance with Progressive Gaming International Corporation, the companies will be jointly demonstrating a complete blackjack table utilizing the Table iD(TM) System, developed by Progressive Gaming International, IGT and Shuffle Master, with GPI's 13.56 MHz RFID-embedded casino currency.

(Emphasis added).

83. With a January 30, 2007 news release, GPIC "reviewed its participation in

the International Casino Exposition held in London, January 23-25, 2007":

Following the increase experienced in 2006 in the supply of major casino operators in Europe, Asia and the Americas with RFID gaming chips and other high-tech chips and plaques, the ICE show held in London last week was the occasion for the GPI group to introduce and showcase some of its latest casino currency control innovations for 2007 to the gaming industry.

The main emphasis of the world's leading gaming chips manufacturer at ICE was clearly on RFID, with live presentations of RFID readers and front end/back end operational applications, from cashier's desk to chip bank, table and blackjack tray readers.

GPI also demonstrated an impressive array of upgraded software such as Pit Boss CID, an application where the exact situation of the fills, credits and drops of every single table is reported and recorded into the database, allowing for automatic opening and closing procedures of the tables. "This has been successfully implemented at the new G Casino in Manchester among other RFID applications" said Lionel Cazalis, Area Sales Manager for the U.K. "With the 125KHz RFID technology, we provide a proven, complete RFID solution with several lines of chips and a wide range of affordable readers and software ". Another major European operator recently confirmed its trust in the technology when Holland Casino finalized the purchase of 956,000 chips from GPI, a major share having 125KHz microchips embedded.

Additionally on the RFID side, GPI introduced its exclusive Electronic Chips Surveillance or ECS system. 125KHz microchips embedded in the chips alert security personnel or trigger surveillance systems should staff leaving the gaming areas attempt to take stolen chips through electronic sensors at exit doors. "This is a dream come true" commented Christophe Leparoux. "The system combines the security protection against employee theft with the operational benefits of the 125KHz RFID technology for the same price': The ECS is currently being tested at Galaxy's Rio casino in

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 37 Macau and this system has attracted attention of representatives from several major European casinos that visited GPI's booth at ICE.

GPI also displayed in their booth a PGIC-IGT Table ID and GPI gaming chips with Magellan 13.56 MHz RFID microchips and a Magellan chip tray able to read six hundred chips in less than 2 seconds particularly well adapted to player's tracking applications.

In getting 2007 started on the right foot, the company has recently received an order to supply plaques fitted with Magellan's 13.56MHz microchip to Crown Macau and is in the final stage of negotiating a very large order of high-tech chips for another prominent casino in Asia. "This is a great start for GPI for 2007 with hopefully more to come from the U.K., Europe and Asia as well as some interesting developments on the RFID side" concluded Leparoux.

(Emphasis added).

The True Financial And Operational Condition Of GPIC Is Belatedly Disclosed

84. On March 28, 2007, defendants shocked investors when they announced

that the Company was delaying the filing of its full-year 2006 report due to deficiencies

in accounting control procedures. GPIC claimed that the deficiencies were discovered

while its year-end financial statements were being prepared. The Company said that it

expected to identify certain deficiencies as material weaknesses when the report would be

filed and that it was working to resolve and remedy them. Before the March 28, 2007

announcement, GPIC shares were trading at $19.50 per share.

As the March 28, 2007 GPIC news release stated:

the gaming industry's leading manufacturer and supplier of casino currency and other table game supplies, announced today that the Company has filed for an extension with the Securities and Exchange Commission to file its Annual Report on Form 10-K for the year ended December 31, 2006. The Company will make every effort to file its Form 10-K within the 15-day extension permitted under Rule 12b-25.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 38 The Company noted that the delay in filing its Form 10-K is due primarily to certain deficiencies in the Company's accounting control procedures that were identified in the course of the preparation of its year end financial statements. The Company expects to identify certain of these deficiencies as material weaknesses which will be reported in its Form 10- K The Company is working to resolve and remedy these weaknesses. The Company also wishes to ensure that its new auditors and new CFO, both of whom were engaged during the second half of 2006, have adequate time to complete their work.

(Emphasis added). 85. In response to these disclosures, the market caused GPIC's share price to

drop almost 8% in that single trading day, to close at $18.10 per share. The next day,

GPIC shares continued to sharply decline. This substantial share price decline caused

material harm to investors, and also caused substantial losses and damages to GPIC

shareholders.

86. Then, on April 16, 2007, the Company announced that the filing of its annual

report on Form 10-K for the year ended December 31, 2006 would be delayed beyond the

April 17, 2007 extended filing date.

87. Two days later, on April 18, 2007, the Company received a NASDAQ staff

determination letter indicating that "the Company was not in compliance with

Marketplace Rule 4310(c)(14), which requires timely filing of periodic reports with the

SEC for continued listing of the Company's common stock and that the Company's

stock is subject to delisting from The Nasdaq Global Market." On April 20, 2007, GPIC

publicly reported receipt of the NASDAQ staff determination letter on April 18, 2007.

88. In a May 15, 2007 news release, GPIC reported the following for the

"Fourth Quarter and Year-end 2006":

In anticipation of several large potential orders in the fourth quarter of 2006, the Company's subsidiary, GPI SAS, maintained its labor force for

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 39 full production; however, the orders were unexpectedly delayed. Results for the fourth quarter were negatively impacted due to higher expenses resulting from increased labor costs as GPI SAS could not immediately reduce its labor force under French law.

The Company noted that, during its 2006 financial closing process, it discovered certain material weaknesses in its financial reporting process because, in the U.S. operation, which includes the corporate reporting function, the Company did not have sufficient personnel with requisite knowledge of generally accepted accounting principles and related practices to ensure an effective closing process in the United States or to properly document the Company 's important accounting policy and transaction conclusions. Management continues to implement corrective actions where required to improve the effectiveness and timeliness of its internal controls, including the enhancement of systems and procedures. The Company is in the process of evaluating accounting department needs and hired a new Chief Financial Officer, David Grimes, in 2006. Management also plans to provide training to existing employees and to supplement the team in certain key positions.

The Company discovered during its 2006 year-end financial closing process that, as the result of an error related to the conversion of fixed asset software in late 2003, depreciation was improperly recorded on a group of assets in 2005 and 2004. This error caused depreciation expense to be understated by $240,000 and $54,000 for the years ended December 31, 2005 and 2004, respectively. Following a qualitative and quantitative analysis of these amounts, the Company has determined that they are not material to the periods affected.

As disclosed in a press release dated April 16, 2007, the Company identified a clerical error in the three months ended September 30, 2006 statement of operations. Correction of the clerical error reduces net income by $100,000 and basic diluted net income per share by $0.01 for the third quarter, but does not change net income or net income per share for the nine months as originally filed. Based on management's recommendation, the Company has filed an amended quarterly report on Form 10-Q/A with the SEC.

(Emphasis added).

89. Commenting on the results, Gerard Charlier, President and CEO said,

Notwithstanding the recent challenges we have faced, 2006 was an extremely successful year on all fronts. We grew revenue nearly 30% over 2005, increased profitability and further extended our leadership position

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 40 in the casino currency market. The manufacturing difficulties related to the high-frequency RFID chips that we saw in the third quarter are behind us and we are well positioned to remain at the forefront of the industry.

90. Mr. Charlier added:

While thefourth quarter saw some softness, which continued into thefirst quarter of2007 and will result in a significant loss, it was due primarily to timing issues, as several sizeable orders were pushed out. We expect to receive these orders during the remainder of the year. With casinos throughout the world adopting RFID technology and gaming being introduced in new markets, we remain confident in the long-term prospects for the Company as a leader in this market as it continues to grow."

(Emphasis added).

91. He concluded:

We are disappointed that certain circumstances prevented us from filing our Form 10-K on time, but we are taking steps to address the issues that existed. We will add resources to our finance department to support our new CFO, and believe that this and other steps will strengthen and enhance our internal controls for the long-term."

92. The Company noted that, due to the delay in filing its annual report on Form

10-K for the year ended December 31, 2006 and the material weaknesses in its financial

reporting process that caused the delay, it would be unable to file its quarterly report on

Form 10-Q for the three months ended March 31, 2007 by the May 15, 2007 deadline.

They stated that the Company would file for an extension under Rule 12b-25, which

would allow for an additional 5 days to complete the filing.

93. Finally, on May 15, 2007, the Company announced the filing of its belated

Form 10-K for the period ended December 31, 2006 ("10K 2006"). The Company

announced that the Company's disclosure controls and procedures were not effective

due to material weaknesses in the Company's financial reporting process. The 10K

2006 stated the following in part:

The Company determined that as of December 31, 2006, a material weakness existed in the Company's financial reporting processes because []

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 41 the Company did not have sufficient personnel with requisite knowledge of generally accepted accounting principles and related practices to ensure an effective closing process in the United States or to properly document the Company's important accounting policy and transaction conclusions. The Company also did not have sufficient personnel with requisite knowledge of generally accepted accounting principles to ensure proper preparation of the financial statements and disclosures for the Form 10-K. The Company's Chief Executive Officer and Chief Financial Officer based this conclusion on a number of factors, including: • The Company's system of internal control for its United States operations requires significant reliance on detective rather than preventive controls to properly record adjustments to inventory, fixed assets and depreciation which impacts the Company's ability to generate timely and complete consolidated financial statements. • During post-closing and audit processes in connection with preparing the consolidated financial statements for the year ended December 31, 2006, certain issues were discovered by management and the independent registered auditors that resulted in adjustments to these financial statements. For example, the Company had difficulty related to new disclosures in the financial statements such as SFAS 158, "Employers Accounting for Defined Pension and Other Postretirement Plans".

94. In addition, the Company disclosed that additional material weaknesses

concerning financial reporting involving defendant Charlier's stock options, granted in

September 2002, were the result of improper accounting treatment reported as follows:

[M]anagement became aware of a material weakness relating to internal controls over financial reporting involving the design and operation of controls over share-based payment accounting. Specifically, the controls in place were not adequate to ensure that the correct accounting treatment was used for stock options which were granted to the Chief Executive Officer in September 2002, conditioned on the Company attaining a specific performance target. In connection with the preparation of each of the Company's Form 10-Qs and its Form 10-K, errors were identified in the calculations and disclosures related to stock options.

95. In a May 21, 2007 news release, GPIC reported on "Financial Results for

the First Quarter of 2007":

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 42 As previously reported, the Company 's results for thefirst quarter of 2007 were impacted by delays in the receipt of several large anticipated orders from an existing Macau customer of Gaming Partners International SAS, the Company's French subsidiary.

During the fourth quarter of 2006, GPI SAS submitted several proposals to this customer for very sizeable RFID chip orders. This customer, the owner of several Macau casinos, requested a competing RFID technology to be embedded in gaming chips to be manufactured by GPI SAS, which delayed the proposal until technical and legal solutions could be found, The Company believes that it has found viable solutions to this customer's requests, and as such, can proceed toward an agreement based on amended proposals, which would allow the Company to supply chips based on the customer's specifications during the remainder of 2007 and beyond,

Subsequent to the close of the first quarter the Company has still not received any of these orders but has received several other large orders from other Macau clients, for which it will recognize revenue in the second and third quarters, and anticipates additional orders to be placed throughout the remainder of the year.

[Gerard Charlier, President and CEO] concluded, "Despite the weakness we faced in the first quarter, we remain optimistic with respect to the future of GPI. As the established leader in the casino currency market, we look forward to further expanding our position as the global gaming industry continues to grow. We believe that our industry-leading products, longstanding reputation and respected team will enable us to succeed in our efforts going forward."

(Emphasis added).

96. In a June 21, 2007 news release, GPIC "Introduces Casino Currency

Products with Embedded EurasiaTrak 13.56 MHz RFID Technology":

[The Company] announced the introduction of its Bourgogne et Grasset(R) brand gaming chips, plaques and jetons with the new EurasiaTrak 13.56 MHz RFID technology for gaming markets outside of the United States.

After thorough research and development, GPI is now in a position to supply gaming chips, plaques and jetons with the EurasiaTrak technology securely embedded, while maintaining the same quality, feel, weight and look that casinos and players expect.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 43 Gerard P. Charlier, President and CEO of Gaming Partners International said, "We were pleased to accept the challenge posed by SIM to embed this exciting new RFID technology in our products. We were anxious to accommodate the request of this long-standing customer and anticipate an initial order following several months of feasibility analysis and testing of the embedding process and chip programming by GPI. We look forward to additional collaboration with SIM on the roll-out of this technology."

SJM is the Macau customer from which, as previously reported, GPI had expected to begin receiving large orders in the fourth quarter of 2006 or first quarter of 2007. GPI expects to receive in the near future an initial order from SJM employing the EurasiaTrak technology. GPI further expects that it will receive additional orders from SJM through the balance of the year. No assurance can be given, however, that GPI will receive any orders or that any orders will be of the magnitude previously anticipated,

Gaming Partners International is poised to continue to assist SIM in its testing and evaluation of this new technology for its 18 casinos. GPI can also produce gaming chips, plaques and jetons with EurasiaTrak technology for other casino operators selecting this system.

Charlier added, "Gaming Partners International continues to adapt its processes and products to produce chips, plaques and jetons which casino operators trust and demand while permitting the casino operators to select the RFID system which best suits their respective needs. We can now offer our products for low frequency 125 KHz RFID systems and for two different high frequency 13.56 MHz RFID systems. "

(Emphasis added).

UNDISCLOSED PROBLEMS KNOWN TO DEFENDANTS THROUGHOUT THE CLASS PERIOD

97. Based on interviews of former GPIC employees (the "Confidential

Informants ("Cl")), who were present at the Company during the Class Period, the lack

of adequate controls, and experienced personnel was well-known to senior management

including the Individual Defendants.

98. CI#1 is a former employee who was employed by GPIC between October

2005 and August 2006, and whose duties included the oversight of technology for the

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 44 USA and development of RFID technology. CI#1 claims to have worked closely with

defendants McCullough, and Sullivan and GPIC comptroller, Mary Diaz. CI#1 reported

that at the time defendant Sullivan left GPIC, the finance department was in disarray.

99. CI#1 explained that the financial staff was inexperienced; there were too

many consultants; and they had too much responsibility for the Company's finances.

CI#1 also stated there were "alarming" problems with inventory. According to CI#1,

other than defendant Sullivan and Ms. Diaz, the rest of the permanent staff was junior

and inexperienced . To fill-in for the lack of experienced or capable staff in the financial

area, GPIC relied heavily on outside consultants. The consultants came from Global

Resources (the technical arm of Deloitte & Touche). These consultants perform most of

the Company's financial and accounting functions, general accounting, accounts

payable, general ledger and SOX compliance. According to CI#1, the consultants used

Sage MAS 200 (a commercial off-the- shelf financial software package) to perform these

functions . As a result, by 2006, GPIC had basically out-sourced its entire financial

reporting and controls functions to temporary employees that lacked the skill to perform

those tasks.

100. This was confirmed by CI#2, who was a sales assistant who worked for

GPIC from October 2004 until October 2006. CI#2's supervisor was Gay Norfelt, who

is the secretary of defendant Charlier. CI#2 claimed to be a friend of Chad Ohira, one of

the SOX consultants who had worked for Global Resources. . CI#2 reported that Ohira

informed CI#2 that everything at GPIC was messed up. According to CI#2, Patrick

Gaughan, the GPIC staff accountant, and one of the few GPIC financial area permanent

employees, did not have a lot of experience.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 45 101. CI#4 was a staff accountant at GPIC from November 2004 until June 2007

and previously reported to defendant Sullivan. This was CI#4's first job and CI#4

worked closely with defendant Sullivan and Controller Mary Diaz. CI#4's duties

involved general accounting, cost accounting, and he reported inventory balances. CI#4

recalled that around August 2005, 3 or 4 consultants from Global Resources were

brought in to deal with SOX. CI#4 reported that Ohira, the Global Resources

consultant, was very critical of GPIC's procedures and documentation. CI#4 also heard

Ohira state with regards to GPIC's financial area that "everything was screwed up."

102. CI#5 was a senior level member of the financial staff of GPIC throughout

the Class Period and worked closely with defendant Sullivan and later defendant

Grimes. According to CI#5, defendant Grimes refused to sign GPIC's SEC filings after

he arrived at the Company and his refusal contributed to the delay in the Company filing

its 2006 annual report. According to CI#5, defendant Sullivan recognized that GPIC

needed help in the financial and accounting areas, including with the Company's GAAP

compliance, and defendant Sullivan brought in Global Resources to perform the

function of an accounting and finance staff. However, according to CI#5, the cost of

Global Resources was very high and the Board of Directors believed that the consultants

were not doing anything of value. Defendant Sullivan was blamed for the failure of

Global Resources to solve the Company's financial controls problems and the cost.

According to CI#3, Charlier never wanted to speak to or see defendant Sullivan.

According to CI#5, defendant Sullivan was forced to leave GPIC due to her conflicts

with the Board over handling of the Company's controls and outside consultants.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 46 Between the time defendant Sullivan resigned and defendant Grime came in, Global

Resources was terminated.

103. Ironically, according to CI#5, defendant Grimes has brought Global

Resources back and the internal auditing and financial control functions at GPIC are still

in the hands of consultants.

104. The lack of adequate accounting controls and qualified personnel also had a

potentially disastrous impact on the Company's operations and sale due to its lack of

inventory controls. According to CI#1, there was never anyone in charge of inventory

management. CI#1 recalled someone in the finance group, who CI#1 believes was a

consultant, was alarmed that GPIC did not have a good grasp on its inventory. Given

that the inventory included multi-million dollars worth of RFID tags for casino chips,

"alarm" was appropriate.

105. According to CI#1, the method used to control inventory was to shut down

the factory for one day and count everything. CI#1 also stated that GPIC was not in

compliance with SOX and that its efforts to comply were failing. CI#1 met at least five

times with defendant Sullivan regarding SOX compliance, and in these meetings,

defendant Sullivan expressed concern over the progress being made because there were

processes which should have been in place, but were not. Defendant Sullivan also stated

to CI#1 in these meetings that a lot of control needed to change hands. CI#1 recalls the

last of these meetings was in mid-2006.

106. CI#3 claims to have had a close working relationship with defendant

Sullivan. According to CI#3, GPIC had some serious problems with control of the

components used to make the RFID poker chips. CI#3 explained that when an order

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 47 would arrive for RFID chips, a package of RFID tags would be sent to the

manufacturing plant in Mexico which would contain at least 5% more tags than were

ordered. The RFID tags were in bags of either 500 or 250 devices, depending on the

type of chips ordered. Any tags which did not end up in finished goods were to be

returned to Las Vegas regardless of condition. The manufacturing facility in Mexico did

not always return all of the unused tags and, according to CI#3, thousands of tags were

never returned. These tags are for values of up to $50,000 per chip and a serious risk

existed that "lost" tag inventory could find its way to a casino floor and not be

distinguishable from the casino's own chip inventory. According to CI#3, CI#3 had

discussions regarding the importance of returning the tags with defendant McCullough

who served as the primary liaison with the manufacturing plant in Mexico. According

to CI#3, defendant McCullough stated to CI#3 that he would take care of it, but nothing

changed. Given the value of the inventory, CI#3 asked defendant McCullough to install

additional security for the RFID area, but defendant McCullough did nothing.

107. CI#3 also shared these concerns about the lost tags and defendant

McCullough's failure to take remedial action to recover and protect the valuable

inventory to defendant Charlier, but defendant Charlier promptly told CI#3, in words or

substance, to mind his own business. Instead, a couple of months later defendant

McCullough was promoted to Chief Operating Officer.

108. CI#3 explained that it was very important to control the tags, because

anyone who also had access to necessary software could program the values of the

chips. According to CI#3, all of the hardware to do this was available in Mexico. Every

RFID tag is manufactured with a unique serial number, but when the tags are sent to

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 48 Mexico no values have been written into the tags. An order might be placed for chips of

denominations ranging from $1 to $50,000. If the extra tags which had been sent to

Mexico had ended up in poker chips these chips could be programmed to any value and

could have readily been used in the client's casino. Defendant McCullough had access to

the software necessary to program the tags.

109. According to CI#4, defendant McCullough was responsible for

reconciliations, counting returned tags from Mexico, and counting finished goods. CI#4

also reported that defendants McCullough had access to an "interrogator," a device used

to "read" or "write" the denominations of RFID tags or finished poker chips.

110. Furthermore, GPIC was exaggerating the capabilities of its products.

According to CI#1, who was very involved with the development of RFID technology,

the product that GPIC was providing to its customers was far inferior to what GPIC

sales people told customers at trade shows and sales meetings. CI#1 stated that while it

was true when the sales people told customers that it would be difficult to counterfeit the

chips, the problem was that GPIC did not officially provide any software to read the

chips. CI#1 assisted in customer installations at several Las Vegas hotel casinos and the

only software he had been given to install was demonstration level software that he was

instructed to load onto the customers' computers, which was inadequate.

111.In addition, according to CI#1, the proprietary hardware was

temperamental. For one thing, the antenna was too sensitive and was susceptible to

interference. The antenna to read the RFID poker chips was on a small micro board. To

temporarily solve this problem, according to CI#1, GPIC would glue the micro board

between two mouse pads and attach it to the interface device . According to CI#1, GPIC

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 49 did not have commercial grade software or hardware and on every installation there

were problems which were never resolved. According to CI#1, customers were not

informed of the lack of GPIC commercial grade hardware and software to support the

RFID chips before chip orders were placed. Rather, according to this CI, sales people

offered a turn key solution that it could not deliver.

112. CI#3 was a software developer at GPIC who worked there (and at its

predecessor company) from July 2004 to July 2006. CI#3 was very involved in the

development of the RFID tags. CI#3 was hired by and initially reported to defendant

Charlier and later reported to defendant McCullough. CI#3 explained that the available

readers for the RFID tags could not perform as sales persons led customers to believe.

For instance, GPIC only had "demo" software. The software released by Progressive

Gaming as part of a complete package called "SmartTable" only checked the

denomination of the chip and did not check the ID. According to CI#3, it would be

relatively easy for someone to pass off counterfeit poker chips that contained the correct

denominations . The problem was that the "SmartTable" software was not maintaining a

database of serial numbers for poker chips which were valid for a particular casino. In

fact, "SmartTable" did not maintain any database. According to CI#3, as a result,

several existing GPIC customer who had purchased RFID chips could easily fall prey to

counterfeit chips.

113. Notwithstanding the shortcomings and limitations of the RFID product

without compatible hardware and software, CI#3 was told by defendant Charlier that

GPIC was in the chip business, not the software business and that was why GPIC did not

develop a full package for its RFID products that included operational quality hardware

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 50 and software. CI#3, however, noted that defendant Charlier's private position to GPIC

employees was at odds with what CI#3 observed on the several sales calls CI#3 made

with GPIC salespeople. According to CI#3, the salespeople conveyed the impression to

casino owners that GPIC had a complete solution and/or that other components needed

for a complete solution were readily available. According to CI#3, the lack of a

complete solution, i.e., hardware and software to make the RFID products function

resulted in the loss of business and that he observed GPIC lose business as a result

during sale call or where customers were dissatisfied with the functionality of the

product after being promised by GPIC salespeople.

114. CI#3 explained there were two types of RFID poker chips sold by GPIC,

125 KHz and 13.56 MHz. For sales involving the 125 KHz chips, GPIC was able to

provide the poker chips, the antennas, the readers, the software demo, and the tables.

However, for the newer technology 13.56 MHz chips, GPIC could not provide the

antennas or the readers. CI#3 stated the reason for the limitations was that Progressive

Gaming had for $10 million purchased the exclusive worldwide rights from MagTek to

distribute 13.56 MHz antennas and readers to be used in the gaming industry. As a result

Progressive Gaming bought RFID poker chips from GPI for $1.97 each and resold these

chips as a part of their complete solution (including software, tables, antennas, and

readers) for $1.75 each. Progressive Gaming made money by charging very high prices

for their antennas and readers. CI#3 explained that several GPIC customers who

purchased RFID 13.56 MHz poker chips could not fully utilize them because they were

unable to purchase antennas from Progressive Gaming. As a result of the restrictions,

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 51 Progressive Gaming was able to demand premium prices for its antennas and readers,

which is having a drag on GPIC sales of its chips.

115. In sum, before and throughout the Class Period, Defendants were well-

aware of the lack of adequate operating, inventory and accounting controls. These

control weaknesses, particularly in the area of inventory control, however, if publicly

known, would put at risk GPIC's ability to market it supposedly high-security products.

Accordingly, Defendants sought to mask the lack of controls by using consultants.

However, the use of consultants, which was both expensive and disruptive, failed to

solve the seething weaknesses at the Company. Ultimately, these control weaknesses

could be hidden no longer.

116. As a result of the belated disclosure of GPIC's control weaknesses and lack

of qualified accounting staff, GPIC was the biggest percentage loser on the NASDAQ

on May 16, 2006, the day after announcing the delay in its filing if its fourth quarter and

year end result.

CAUSATION AND ECONOMIC LOSS

117. During the Class Period, as detailed herein, defendants engaged in a scheme

to deceive the market, and a course of conduct that artificially inflated GPIC's stock

price and operated as a fraud or deceit on Class Period purchasers of GPIC's stock by

misrepresenting the Company's financial results. Defendants were aware that the

Company had material weaknesses in its internal controls and was not in a position to

accurately determine the Company's true financial condition and prospects. As such, the

announcements and filings during the Class Period were false and misleading. When

defendants' prior misrepresentations and fraudulent conduct came to be revealed to

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 52 investors, shares of GPIC declined precipitously -evidence that the prior artificial inflation in

the price of GPIC' s shares was eradicated . As a result of their purchases of GPIC stock

during the Class Period, Plaintiff and other members of the Class suffered economic

losses, i.e. damages under the federal securities laws.

118. By improperly characterizing the Company's financial results and

misrepresenting its prospects, defendants presented a misleading image of GPIC's

business and future growth prospects. During the Class Period, defendants repeatedly

emphasized the ability of the Company to monitor and control expenses, and

consistently reported results within or above expectations. These claims caused and

maintained the artificial inflation in GPIC's stock price throughout the Class Period and

until the truth about the Company was ultimately revealed to investors.

119. On March 28, 2007, however, Defendants revealed that the Company was

delaying the filing of its full-year 2006 report due to deficiencies in accounting control

procedures. GPIC said the deficiencies were discovered while its year-end financial

statements were being prepared. The Company said that it expects to identify certain

deficiencies as material weaknesses when the report is filed, and that it is working to

resolve and remedy them.

120. As a direct result of defendants' statements on March 28, 2007, that

indicated that that the Company would be forced to delay the reporting of its full-year

financial results, GPIC's stock price collapsed a two day span. This dramatic share price

decline eradicated much of the artificial inflation from GPIC's share price, causing real

economic loss to investors who purchased the Company's stock during the Class Period.

In sum, as the truth about defendants' fraud and illegal course of conduct became known

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 53 to investors, and as the artificial inflation in the price of GPIC shares was eliminated,

Plaintiff and the other members of the Class were damaged, suffering an economic loss.

121. The decline in GPIC' s stock price at the end of the Class Period was a direct

result of the nature and extent of defendants' fraud being revealed to investors and to the

market. The timing and magnitude of GPIC' s stock price decline negates any inference

that the losses suffered by Plaintiff and the other members of the Class was caused by

changed market conditions, macroeconomic or industry factors or even Company-

specific facts unrelated to defendants' fraudulent conduct.

122. During the same period in which GPIC's stock price tumbled as a result of

the revelation of defendants' fraud, the Standard & Poor's 500 securities index remained

relatively unchanged. The economic loss, i.e., damages suffered by Plaintiff and other

members of the Class, was a direct result of defendants' fraudulent scheme to artificially

inflate the price of GPIC' s stock and the subsequent significant decline in the value of the

Company's shares when defendants' prior misstatements and other fraudulent conduct

was revealed.

VIOLATIONS OF GAAP AND SEC REPORTING RULES

123. During the Class period, defendants materially misled the investing public,

thereby inflating the price of the Company 's securities, by publicly issuing false and

misleading statements and omitting to disclose material facts necessary to make defendants'

statements, as set forth herein, not false and misleading. Said statements and omissions were

materially false and misleading in that they failed to disclose material adverse information

regarding the Company's internal control deficiencies and the fact that defendants were not

in a position to adequately access the Company's financial condition and prospects one way

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 54 or the other. As such, defendants misrepresented the truth about the Company, its financial

performance, accounting, reporting, and financial condition in violation of the federal

securities laws and GAAP.

124. GAAP consists of those principles recognized by the accounting profession

as the conventions, rules, and procedures necessary to define accepted accounting practice

at the particular time. Regulation S-X, to which the Company is subject as a registrant

under the Exchange Act, 17 C.F.R. § 210 . 4-01(a)( 1), provides that financial statements filed

with the SEC which are not prepared in compliance with GAAP, are presumed to be

misleading and inaccurate . SEC Rule 13a-13 requires issuers to file quarterly reports.

125. SEC Rule 12b-20 requires that periodic reports contain such further

information as is necessary to make the required statements, in light of the circumstances

under which they are made, not misleading.

126. In addition, Item 303 of Regulation S-K requires that, for interim

periods, the Management Division and Analysis Section ("MD&A") must include,

among other things, a discussion of any material changes in the registrant's results of

operations with respect to the most recent fiscal year-to-date period for which an income

statement is provided. Instructions to Item 303 require that this discussion identify any

significant elements of registrant's income or loss from continuing operations that are

not necessarily representative of the registrant's ongoing business. Item 303(a)(2)(ii) to

Regulation S-K requires the following discussion in the MD&A of a company's publicly

filed reports with the SEC:

Describe any known trends or uncertainties that have had or that the registrant reasonably expects will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations. If the registrant knows of events that will cause a material change in the

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 55 relationship between costs and revenues (such as known future increases in costs of labor or materials or price increases or inventory adjustments), the change in relationship shall be disclosed. [Emphasis added.]

Paragraph 3 of the Instructions to Item 303 states in relevant part:

The discussion and analysis shall focus specifically on material events and uncertainties known to management that would cause reported financial information not to be necessarily indicative of future operating results or of future financial condition. This would include descriptions and amounts of (A) matters that would have an impact on future operations and have not had an impact in the past... [Emphasis added.]

127. The GAAP requirement for recognition of an adequate provision for

foreseeable costs and an associated allowance applies to interim financial

statements as required by Accounting Principles Board Opinion No. 28.

Paragraph 17 of this authoritative pronouncement states that:

The amounts of certain costs and expenses are frequently subjected to year-end adjustments even though they can be reasonably approximated at interim dates. To the extent possible such adjustments should be estimated and the estimated costs and expenses assigned to interim periods so that the interim periods bear a reasonable portion of the anticipated annual amount. [Emphasis added.]

128. The Company's financial statements contained in the fiscal 2006

statements, announcements and documents filed with the SEC for the quarterly periods

throughout the Class Period, were presented in a manner that violated the principle of

fair financial reporting and the following GAAP, among others:

(a) The principle that financial reporting should provide information that is useful to present and potential investors and creditors and other users in making rational investment,

credit and similar decisions (FASB Statement of Concepts No. 1);

(b) The principle that financial reporting should provide information about an

enterprise's financial performance during a period (FASB Statement of Concepts No. I);

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 56 (c) The principle that financial reporting should be reliable in that it represents what it purports to represent (FASB Statement of Concepts No. 2);

(d) The principle of completeness, which means that nothing material is left out of the information that may be necessary to ensure that it validly represents underlying events

and conditions (FASB Statement of Concepts No. 2);

(e) The principle that conservatism be used as a prudent reaction to uncertainty to try to ensure that uncertainties and risks inherent in business situations are adequately

considered (FASB Statement of Concepts No. 2);

(f) The principle that contingencies and other uncertainties that affect the fairness of presentation of financial data at an interim date shall be disclosed in interim reports in the same

manner required for annual reports (APB Opinion No. 28);

(g) The principle that disclosures of contingencies shall be repeated in interim and

annual reports until the contingencies have been removed, resolved, or have become immaterial (APB Opinion No. 28); and

(h) The principle that management should provide commentary relating to the

effects of significant events upon the interim financial results (APB Opinion No. 28).

129. In addition, during the Class Period, defendants violated SEC disclosure

rules, as follows:

(a) Defendants failed to disclose the existence of known trends, events, or uncertainties that they reasonably expected would have a material, unfavorable impact on

net revenues or income or that were reasonably likely to result in the Company's liquidity

decreasing in a material way, in violation of Item 303 of Regulation S-K under the federal

securities laws (17 C.F.R. § 229.303), and that failure to disclose the information rendered

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 57 the statements that were made during the Class Period materially false and misleading; and

(b) By failing to file financial statements with the SEC that conformed to the requirements of GAAP, such financial statements were presumptively misleading and inaccurate pursuant to Regulation S-X, 17 C .F.R. § 210 . 4-01(a)(1).

130. Defendants were required to disclose, in the Company's financial

statements, the existence of the material facts described herein and to appropriately

recognize and report assets, revenues, and expenses in conformity with GAAP. The

Company failed to make such disclosures and to account for and to report its financial

statements in conformity with GAAP . Defendants knew, or were reckless in not

knowing, the facts which indicated that the fiscal 2006 interim financial statements,

press releases, public statements, and filings with the SEC, which were disseminated to

the investing public during the Class Period, were materially false and misleading for the

reasons set forth herein. Had the true financial position and results of operations of the

Company been disclosed during the Class period, the Company's common stock would

have traded at prices well below that which it did.

INADEQUATE INTERNAL CONTROLS

131. Also as alleged herein, throughout the relevant period, GPIC failed to

implement the adequate financial and operational controls necessary to reasonably

assure that the Company's financial statements and operational reports were true,

accurate and correct. As set forth elsewhere herein in detail, throughout the relevant

period, defendants consistently violated and circumvented the Company's purported

internal controls as well as the Company's Code of Conduct, by making materially false

and misleading statements about the Company, by filing false financial statements with

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 58 the SEC, and by liquidating hundreds of millions of dollars of their privately held GPIC

shares while in possession of material adverse, non-public information about the

Company.

132. As a result of the foregoing, throughout the relevant period, defendants also

violated Section 13(b)(2) of the Exchange Act that requires, in pertinent part, that every

reporting company:

(A) Make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer; and

(B) Devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that . . . transactions are recorded as necessary ... to permit preparation of financial statements in conformity with [GAAP].... 15 U.S.C. §78m(b)(2).

133. Accordingly, the provisions of the Exchange Act require an issuer to

employ and supervise reliable personnel, to maintain reasonable assurances that

transactions are executed as authorized, to properly record transactions and, at

reasonable intervals, to compare accounting records with physical assets. In addition to

the foregoing, SOX, which became effective in July 2002, also places upon CEO's and

CFO's of public corporations the responsibility for creating and filing accurate financial

reports. The SOX requires these senior officers to certify that they have evaluated the

Company's internal control structure to ensure all material information is accurate and

reliable and accurately reflected the Company's financial performance.

134. Section 404 of SOX requires companies to provide a detailed assessment of

their internal controls to shareholders in financial reports. Accordingly, throughout the

Class Period, defendant Charlier repeatedly filed SOX §302 certifications, falsely

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 59 attesting to the adequacy of GPIC's internal controls, when in reality the Company's

internal controls were acutely defective.

ADDITIONAL SCIENTER ALLEGATIONS

135. As alleged herein, defendants acted with scienter in that each Defendant

knew that the public documents and statements issued or disseminated in the name of

the Company were materially false and misleading due to the control deficiencies at the

Company; knew that such statements or documents would be issued or disseminated to the

investing public; and knowingly and substantially participated or acquiesced in the

issuance or dissemination of such statements or documents as primary violations of the

federal securities laws. As set forth elsewhere herein in detail, defendants, by virtue of

their receipt of information reflecting the true facts regarding GPIC, their control over,

and/or receipt and/or modification of GPIC 's allegedly materially misleading

misstatements and/or their associations with the Company which made them privy to

confidential proprietary information concerning GPIC, participated in the fraudulent

scheme alleged herein.

136. Defendants were motivated to materially misrepresent to the SEC and

investors the true financial condition of the Company because the scheme: (i) deceived

the investing public regarding GPIC's business, operations, management and the intrinsic

value of GPIC common stock, and allowed defendants to artificially inflate the price of

Company shares; (ii) enabled defendant Endy to sell shares of his own personal GPIC

stock; and (iii) caused Plaintiff and other members of the Class to purchase GPIC common

stock at artificially-inflated prices.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 60 GPIC INSIDER ENGAGES IN MASSIVE INSIDER SELLING

137. During the Class Period, and with the Company's stock trading at artificially

inflated prices defendant Endy took advantage of the inflation in the market price of GPIC

common stock, selling 187,000 shares of the Company's stock in an unsusual and

suspicious manner for proceeds of almost $3.5 million. Although defendants Endy was

purportedly selling his dshares pursuant to a RulelOb-1 Plan, he violated that plan by

selling shares while in possession of undisclosed adverse information about GPIC.

Defendant Endy' s sales during the Class Period are evidenced by the following chart:

INSIDER TRANSACTIONS REPORTED

[Selected Data From Yahoo.com] Date Insider Shares F Transaction Value* 29-Dec-06 ENDY ERIC P 3,725 Sale at $18 .30 - $18.4 per share. $68,000

Director

22-Dec-06 ENDY ERIC P 2, 300 Sale at $18 .09 - $18.28 per $42, 000

Director share.

20-Dec-06 ENDY ERIC P 2, 100 Sale at $18 .14 - $18.22 per $38, 000

Director share.

18-Dec-06 ENDY ERIC P 7, 280 Sale at $18.08 - $18 .25 per $132, 000

Director share.

15-Nov-06 ENDY ERIC P 11 , 890 Sale at $18 .60 - $18.81 per $222, 000

Director share.

15-Sep-06 ENDY ERIC P 2,384 Disposition (Non Open Market) $48,000

Director at $20.05 - $20.14 per share.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 61 13-Sep-06 ENDY ERIC P 1 , 669 Disposition (Non Open Market) $35 , 000

Director at $20.76 - $21.1 per share.

12-Sep-06 ENDY ERIC P 4, 087 Disposition (Non Open Market) $85 , 000

Director at $20.73 - $21.1 per share.

6-Sep-06 ENDY ERIC P 2, 600 Sale at $20.20 - $20.26 per $53 , 000

Director share.

5-Sep-06 ENDY ERIC P 8, 077 Sale at $20.12 - $20.17 per $163 , 000

Director share.

1-Sep-06 ENDY ERIC P 3 , 469 Sale at $20.03 - $20.34 per $70, 000

Director share.

31-Aug-06 ENDY ERIC P 4,670 Sale at $20.12 - $20.35 per $94,000

Director share.

30-Aug-06 ENDY ERIC P 1 , 400 Sale at $20.15 - $20.17 per $28, 000

Director share.

25-Aug-06 ENDY ERIC P 3 , 260 Sale at $21 - $21.08 per share. $69, 000

Director

24-Aug-06 ENDY ERIC P 1 , 695 Sale at $21.25 - $21.27 per $36, 000

Director share.

23-Aug-06 ENDY ERIC P 7, 937 Sale at $21 - $21.26 per share. $168, 000

Director

22-Aug-06 ENDY ERIC P 8 , 496 Sale at $21.06 - $21.22 per $180, 000

Director share.

21-Aug-06 ENDY ERICP 6,280 Sale at $21.25 - $21.74 per $135,000

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 62 Director F share. 18-Aug-06 ENDY ERIC P 4, 979 Sale at $22.40 - $22.7 per share. $112, 000

Director

8-Jun-06 ENDY ERIC P 34, 539 Sale at $18 .76 - $19.22 per $656, 000

Director share.

8-Jun-06 ENDY ERIC P 4, 100 Sale at $18 .28 - $18.72 per $76, 000

Director share.

30-May-06 ENDY ERIC P 6, 691 Sale at $18 .04 - $18.36 per $122, 000

Director share.

26-May-06 ENDY ERIC P 26,232 Sale at $18 - $18.36 per share. $477,000

Director

23-May-06 ENDY ERIC P 7, 000 Sale at $18 - $18.19 per share. $127, 000

Director

19-May-06 ENDY ERIC P 1 , 800 Sale at $18 .45 per share. $33 ,210

Director

18-May-06 ENDY ERIC P 7, 599 Sale at $18 .30 - $18.94 per $141 , 000

Director share.

APPLICABILITY OF PRESUMPTION OF RELIANCE: THE FRAUD-ON-THE-MARKET DOCTRINE

138. The market for GPIC's common stock was open, well-developed and

efficient at all relevant times. As a result of these materially false and misleading

statements and failures to disclose, GPIC common stock traded at artificially-inflated

prices during the Class Period. Plaintiff and other members of the Class purchased or

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 63 otherwise acquired GPIC common stocking upon the integrity of the market price of GPIC

common stock and market information relating to GPIC, and have been damaged thereby.

139. During the Class Period, defendants materially misled the investing public,

thereby inflating the price of GPIC common stock by publicly issuing false and

misleading statements and omitting to disclose material facts necessary to make

defendants' statements, as set forth herein, not false and misleading. Said statements and

omissions were materially false and misleading in that they failed to disclose material

adverse information and misrepresented the truth about the Company, its business and

operations, as alleged herein.

140. At all relevant times, the material misrepresentations and omissions

particularized in this Complaint directly or proximately caused or were a substantial

contributing' cause of the damages sustained by Plaintiff and other members of the Class.

As described herein, during the Class Period, defendants made or caused to be made a

series of materially false or misleading statements about GPIC's business, prospects and

operations. These material misstatements and omissions had the cause and effect of

creating in the market an unrealistically positive assessment of GPIC and its business,

prospects and operations, thus causing the Company's common stock to be overvalued and

artificially inflated at all relevant times. Defendants' materially false and misleading

statements during the Class Period resulted in Plaintiff and other members of the Class

purchasing the Company's common stock at artificially-inflated prices, thus causing the

damages complained of herein.

141. At all relevant times, the market for GPIC 's common stock was an

efficient market for the following reasons, among others:

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 64 (a) GPIC' s stock met the requirements for listing, and was listed and actively traded

on the NASDAQ, a highly efficient and automated market;

(b) As a regulated issuer, GPIC filed periodic public reports with the SEC and the

NASDAQ;

(c) GPIC regularly communicated with public investors via established market

communication mechanisms, including through regular disseminations of press releases on the national circuits of major newswire services and through other wide-ranging public

disclosures, such as communications with the financial press and other similar reporting

services; and

(d) GPIC was followed by several securities analysts employed by major brokerage firm(s) who wrote reports which were distributed to the sales force and certain customers of their respective brokerage firm(s). Each of these reports was publicly available and

entered the public marketplace.

142. As a result of the foregoing, the market for GPIC securities promptly

digested current information regarding GPIC from all publicly available sources and

reflected such information in GPIC stock price. Under these circumstances, all

purchasers of GPIC common stock during the Class Period suffered similar injury

through their purchase of GPIC common stock at artificially inflated prices and a

presumption of reliance applies.

NO SAFE HARBOR

143. The statutory safe harbor provided for forward-looking statements under

certain circumstances does not apply to any of the allegedly false statements pleaded in

this complaint. Many of the specific statements pleaded herein were not identified as

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 65 "forward-looking statements" when made. To the extent there were any forward-looking

statements, there were no meaningful cautionary statements identifying important factors

that could cause actual results to differ materially from those in the purportedly forward-

looking statements. Alternatively, to the extent that the statutory safe harbor does apply

to any forward-looking statements pleaded herein, defendants are liable for those false

forward-looking statements because at the time each of those forward-looking statements

was made, the particular speaker knew that the particular forward-looking statement was

false, and/or the forward-looking statement was authorized and/or approved by an

executive officer of GPIC who knew that those statements were false when made.

BASIS OF ALLEGATIONS

144. Plaintiff has alleged the following based upon the investigation of

Plaintiff's counsel, which included a review of SEC filings by GPIC, as well as regulatory

filings and reports, securities analysts' reports and advisories about the Company, press

releases and other public statements issued by the Company, and media reports about the

Company, and Plaintiff believes that substantial additional evidentiary support will exist

for the allegations set forth herein after a reasonable opportunity for discovery.

COUNT I

Violation Of Section 10(b) Of theExchan2e Act and Rule 10b-5 Against All narantlon+a

145. Plaintiff repeats and realleges each and every allegation contained above as if

fully set forth herein.

146. During the Class Period, Defendants , with knowledge of or reckless

disregard for the truth, disseminated or approved the false statements specified above,

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 66 which were misleading in that they contained misrepresentations and failed to disclose

material facts necessary in order to make the statements made, in light of the

circumstances under which they were made, not misleading.

147. During the Class Period, Defendants carried out a plan, scheme and course

of conduct which was intended to and, throughout the Class Period, did: (i) deceive the

investing public regarding GPIC' s business, operations, management and the intrinsic value

of GPIC common stock, and allow defendants to artificially inflate the price of Company

shares; (ii) enable defendant Endy to sell his own personal GPIC stock holdings; and (iii)

cause Plaintiff and other members of the Class to purchase GPIC common stock at

artificially-inflated prices. In furtherance of this unlawful scheme, plan and course of

conduct, defendants, jointly and individually (and each of them) took the actions set forth

herein.

148. Defendants (a) employed devices, schemes, and artifices to defraud; (b)

made untrue statements of material fact and/or omitted to state material facts necessary

to make the statements not misleading; and (c) engaged in acts, practices, and a course of

business which operated as a fraud and deceit upon the purchasers of the Company's

common stock in an effort to maintain artificially high market prices for GPIC's common

stock in violation of Section 10(b) of the Exchange Act and Rule 10b-5. All defendants

are sued either as primary participants in the wrongful and illegal conduct charged

herein or as controlling persons as alleged below.

149. Defendants, individually and in concert, directly and indirectly, by the use,

means or instrumentalities of interstate commerce and/or of the mails, engaged and

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 67 participated in a continuous course of conduct to conceal adverse material information

about the business, operations and future prospects of GPIC as specified herein.

150. These defendants employed devices, schemes and artifices to defraud,

while in possession of material adverse non-public information and engaged in acts,

practices, and a course of conduct as alleged herein in an effort to assure investors of

GPIC's value and performance and continued substantial growth, which included the

making of, or the participation in the making of, untrue statements of material facts and

omitting to state material facts necessary, in order to make the statements made about

GPIC and its business operations and future prospects, in the light of the circumstances

under which they were made, not misleading, as set forth more particularly herein, and

engaged in transactions, practices and a course of business which operated as a fraud and

deceit upon the purchasers of GPIC common stock during the Class Period.

151. Each of the Individual Defendants' primary liability, and controlling

person liability, arises from the following facts: (i) the Individual Defendants were

high-level executives and/or directors at the Company during the Class Period and

members of the Company's management team or had control thereof, (ii) each of these

defendants, by virtue of his responsibilities and activities as a senior officer and/or

director of the Company was privy to and participated in the creation, development and

reporting of the Company's internal budgets, plans, projections and/or reports; (iii) each

of these defendants enjoyed significant personal contact and familiarity with the other

defendants and was advised of and had access to other members of the Company's

management team, internal reports and other data and information about the Company's

finances, operations, and sales at all relevant times; and (iv) each of these defendants

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 68 was aware of the Company's dissemination of information to the investing public which

they knew or recklessly disregarded was materially false and misleading.

152. The defendants had actual knowledge of the misrepresentations and

omissions of material facts set forth herein, or acted with reckless disregard for the truth

in that they failed to ascertain and to disclose such facts. Such defendants' material

misrepresentations and/or omissions were done knowingly or recklessly for the purpose

and effect of concealing GPIC 's operating condition and future business prospects from

the investing public and supporting the artificially inflated price of its common stock.

As demonstrated by defendants' overstatements and misstatements of the Company's

business, operations and earnings throughout the Class Period, defendants, if they did

not have actual knowledge of the misrepresentations and omissions alleged, were

reckless in failing to obtain such knowledge by refraining from taking those steps

necessary to discover whether those statements were false or misleading.

153. As a result of the dissemination of the materially false and misleading

information and failure to disclose material facts, as set forth above, the market price of

GPIC common stock was artificially inflated during the Class Period. In ignorance of

the fact that market prices of GPIC's publicly-traded common stock were artificially

inflated, and relying directly or indirectly on the false and misleading statements made by

defendants, or upon the integrity of the market in which the securities trade, and/or on

the absence of material adverse information that was known to or recklessly disregarded

by defendants but not disclosed in public statements by defendants during the Class Period,

Plaintiff and the other members of the Class acquired GPIC common stock during the

Class Period at artificially-high prices and were damaged thereby.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 69 154. At the time of said misrepresentations and omissions, Plaintiff and other

members of the Class were ignorant of their falsity, and believed them to be true. Had

Plaintiff and the other members of the Class and the marketplace known the truth

regarding the problems that GPIC was experiencing, which were not disclosed by

defendants, Plaintiff and other members of the Class would not have purchased or

otherwise acquired their GPIC common stock, or, if they had acquired such common stock

during the Class Period, they would not have done so at the artificially inflated prices

which they paid.

155. By virtue of the foregoing, defendants have violated Section 10(b) of the

Exchange Act, and Rule IOb-5 promulgated thereunder.

156. As a direct and proximate result of defendants' wrongful conduct, Plaintiff

and the other members of the Class suffered damages in connection with their respective

purchases and sales of the Company's common stock during the Class Period. Plaintiffs

and the Class suffered damages in that, in reliance on the integrity of the market, they

paid artificially inflated prices for their Interlink securities. Plaintiffs and the Class

would not have purchased or otherwise acquired GPIC securities at the prices they paid,

or at all, if they were aware that the market prices had been artificially and falsely

inflated by the Defendants' misleading statements. When the truth was revealed, the

price of GPIC securities precipitously fell, and Plaintiffs and members of the Class

suffered losses thereby.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 70 COUNT II Violation Of Section 20(a) Of The Exchange Act Against The Individual Defendants

157. Plaintiff repeats and realleges each and every allegation contained above as if

fully set forth herein.

158. The Individual Defendants acted as controlling persons of GPIC within the

meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their high-

level positions, and their ownership and contractual rights, participation in and/or

awareness of the Company's operations and/or intimate knowledge of the false financial

statements filed by the Company with the SEC and disseminated to the investing public, the

Individual Defendants had the power to influence and control and did influence and

control, directly or indirectly, the decision-making of the Company, including the

content and dissemination of the various statements which Plaintiff contends are false

and misleading. The Individual Defendants were provided with or had unlimited access to

copies of the Company's reports, press releases, public filings and other statements

alleged by Plaintiff to be misleading prior to and/or shortly after these statements were

issued and had the ability to prevent the issuance of the statements or cause the

statements to be corrected.

159. In particular, each of these defendants had direct and supervisory

involvement in the day-to-day operations of the Company and, therefore, is presumed to

have had the power to control or influence the particular transactions giving rise to the

securities violations as alleged herein, and exercised the same.

160. As set forth above, GPIC and the Individual Defendants each violated

Section 10(b) and Rule lOb -5 by their acts and omissions as alleged in this Complaint.

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 71 By virtue of their positions as controlling persons, the Individual Defendants are liable

pursuant to Section 20(a) of the Exchange Act. As a direct and proximate result of

defendants' wrongful conduct, Plaintiff and other members of the Class suffered damages

in connection with their purchases of the Company's common stock during the Class

Period.

(YITTNT III

Violation Of Section 20A Of The Exchange Act Against All Defendants

161. Plaintiff repeats and realleges each and every allegation contained above as if

fully set forth herein . Plaintiff repeats and realleges.

162. This claim is asserted on behalf of those members of the Class who

purchased contemporaneously with the sales of GPIC shares by defendant Endy while

he was in possession of material, non-public adverse information that affected the value

of those GPIC shares.

163. Defendant GPIC, acting through its officers and agents, is liable under

§20A(c) of the Exchange Act for communicating material, nonpublic adverse

information to defendant Endy, which enabled him to trade on such information and

damage to Class members who purchased contemporaneously with defendant Endy's

GPIC stock sales.

164. The Individual Defendants , by reason of his status as controlling persons

pursuant to §20(a) of the Exchange Act, are liable pursuant to §20A(b)(3) of the

Exchange Act for GPIC's violations of the Exchange Act as more fully alleged herein.

Further, the Individual Defendants are liable pursuant to §20A(c) of the Exchange Act

by reason of their communication of material, nonpublic adverse information to other

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 72 insiders regarding GPIC that enabled such insiders to trade GPIVC stock while in

possession of material non-public information.

165. By reason of the violations of §20A of the Exchange Act alleged herein,

Defendants are jointly and severally liable to the members of the Class who purchased

shares of GPIC contemporaneously with the sales of defendant Endy of GPIC common

stock during the Class Period, for the communication and resulting transactions based on

material, non-public adverse information regarding GPIC.

166. By virtue of the foregoing, the Defendants have violated Section 20A of the

Exchange Act.

167. As a direct and proximate result of the Defendants' wrongful conduct, Class

members who purchased GPIC common stock contemporaneously with the sales of

GPIC common stock by defendant Endy seek disgorgement of defendant Endy's profits

from his transactions in GPIC stock during the Class Period.

CONCLUSION

WHEREFORE, Plaintiff prays for relief and judgment, as follows:

A. Determining that this action is a proper class action, designating Plaintiff as

Lead Plaintiff and certifying Plaintiff as a class representative under Rule 23 of the Federal

Rules of Civil Procedure and Plaintiffs counsel as Lead Counsel;

B. Awarding compensatory damages in favor of Plaintiff and the other Class

members against all defendants, jointly and severally, for all damages sustained as a result

of defendants' wrongdoing, in an amount to be proven at trial, including interest thereon;

C. Disgorging defendant Endy of all profits realized on the sale of GPIC stock

during the Class Period while in possession of material non-public information;

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 73 D. Awarding Plaintiff and the Class their reasonable costs and expenses incurred in this action, including counsel fees and expert fees;

E. Awarding extraordinary, equitable and/or injunctive relief as permitted by

law, equity and the federal statutory provisions sued hereunder, pursuant to Rules 64 and 65

and any appropriate state law remedies to assure that the Class has an effective remedy; and

F. Such other and further relief as the Court may deem just and proper.

JURY TRIAL DEMANDED

Plaintiff hereby demands a trial by jury.

Dated: February 12, 2008 By: Martin A. Muckleroy

G. Mark Albright, Esq. (NV Bar No. 001394) Martin A. Muckleroy, Esq. (NV Bar No. 009634) ALBRIGHT STODDARD WARNICK & ALBRIGHT Quail Park I, Building D-4, 801 South Ranchero Dr. Las Vegas, Nevada 89106 Telephone: (702) 384-7111 Facsimile: (702) 384-0605 E-mail: [email protected]

Liaison Counsel for Plaintiff Robert J. Kaplan

KAHN GAUTHIER SWICK, LLC Lewis S. Kahn 650 Poydras Street, Suite 2150 New Orleans, LA 70130 Telephone: (504) 455-1400 Facsimile: (504) 455-1498

-and-

Kim E. Miller 12 East 41st Street, 12th Floor New York, NY 10017

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 74 Telephone: (212) 696-3730 Facsimile: (504) 455-1498

BROWER PIVEN A Professional Corporation David A.P. Brower Elizabeth A. Schmid 488 Madison Avenue, 8th Fl. New York, NY 10022 Telephone: (212) 501-9000 Facsimile: (212) 501-0300

-and-

Charles J. Piven Marshall N. Perkins The World Trade Center-Baltimore 401 East Pratt Street, Suite 2525 Baltimore, Maryland 21202 Telephone: (410) 332-0030 Facsimile: (410) 685-1300

Counsel for Plaintiff Robert J. Kaplan

CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT FOR VIOLATIONS OF THE FEDERAL SECURITIES LAWS 75