**Exhibit 10.48**

 

**TERMINATION AGREEMENT**

 

THIS TERMINATION AGREEMENT (this“**Agreement**”) is entered into as of March 13,2009****(“**Effective Date**”),by and between **Elixir Gaming Technologies, Inc.**(formerlyVendingData Corporation), a Nevada corporation (“**Principal**”)and Happ Controls, Inc., an Illinois corporation and any of its affiliates(AESI together with Happ and Suzo, the “**Service Provider**”)**.**

 

RECITALS

 

WHEREAS,the Principal and the Service Provider have entered into that certainDistribution, Service and Support Agreement dated June 8, 2007 (as amendedby an amendment thereto dated November 13, 2007) (the “**Distribution Agreement**”) whereby the Principal has, amongstother matters, retained the Service Provider to provide Distribution Serviceand Support for the Principal’s Products throughout the Territory for a term oftwo years from June 8, 2007.

 

Unlessthe context otherwise specified, all capitalized terms used in this Agreementshall have the same meanings as defined in the Distribution Agreement.

 

WHEREAS,the Principal and the Service Provider have agreed to early terminate theDistribution Agreement on such terms and conditions as set forth in thisAgreement.

 

AGREEMENT

 

NOW, THEREFORE, in consideration ofthe premises and the mutual covenants, obligations and agreements containedherein, and for other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, and intending to be legally bound,the Principal and the Service Provider hereby agree as follows:

 

1.                                       Early Termination of the Distribution Agreement

 

Notwithstanding anything to thecontrary contained in Sections 3.1 and 3.2 of the Distribution Agreement, thePrincipal and the Service Provider hereby agree to terminate the DistributionAgreement with effect on the Effective Date provided that :

 

(a)                                  the termination of the Distribution Agreement will notrelease either Service Provider or the Principal from any liability orobligation, which, at the Effective Date, has already accrued or which thereaftermay accrue in respect to any act or omission prior to such termination, norwill any such termination affect in any way the survival of any right, duty orobligation of any party which is expressly stated elsewhere in the DistributionAgreement to survive the termination; and

 

(b)                                 for the avoidance of doubt, the parties acknowledge andconfirm that the following provisions of the Distribution Agreement shallsurvive the termination thereof : the provisions of Article X, Sections3.3, 7.2, 9.1, 9.2, 11.1, 11.2, 11.3,11.4, 11.6, 11.8, 11.13, 11.14, 11.18and the last sentence of Section 5.1(c);

 

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2.                                       Post Termination Arrangement

 

2.1                                 In relation to the respective outstanding obligationsand rights of the parties following the termination of the DistributionAgreement, including but not limited to, those set out in Section 3.3 (c) ofthe Distribution Agreement and the respective payables, receivables and claims,if any, of each party to or against the other pursuant to the DistributionAgreement (collectively “**Claims**”), theparties agree to settle the Claims within forty-five (45) days from theEffective Date (or such other period as may be agreed by the parties inwriting). In this respect, each party agrees to execute such further documentsand take such additional action as may be reasonably required by the otherparty to settle the Claims within the aforesaid timeframe.

 

2.2                                 The parties hereby agree that all Claims betweenthemselves may be either settled by way of outright payment or by way ofset-off of the respective parties payables (so long as such payables areevidenced by proof of delivery) to the other or a combination of both.

 

3.                                       Undertakings by the Service Provider

 

3.1                                 Without prejudice to the generality of the provisionsof Section 2 of this Agreement and Section 3.3 (c)(i) of theDistribution Agreement, the Service Provider agrees and undertakes that witheffect from the Effective Date, will cease to provide Distribution, Service andSupport for the Principal’s Products except as follows:

 

(a)                                  Service Provider will continue to provide service forthe Principal’s Products to those customers with which it has current, valid,binding Service Contracts until the expiration date of those Service Contractsor until terminated by Service Provider under contract provisions;

 

(b)                                 Consistent with the terms of the Service Contracts,Service Provider will provide written notice of termination of theaforementioned Service Contracts;

 

(c)                                  as of and after the Effective Date of this Agreement,Service Provider will not enter into any new Service Contracts or extend orrenew any Service Contracts beyond any such contract’s expiration date; and

 

(d)                                 With regard to the inventory currently on consignmentfrom the Principal to the Service Provider, the Service Provider will cooperatein allowing Shuffle Master, Incorporated have access to that inventory that isbeing sold to Shuffle Master for testing and pick up.

 

3.2                                 The Service Provider further agrees and undertakes that:

 

(a)                                  it will terminate the sub-distribution agreement forthe Principal’s Products between the Service Provider and Sub-Distributor (“**Sub-Distribution Agreement**”) by giving 90 days written noticein advance of the expiration date thereof in accordance with the terms andconditions set forth therein, and at such time notify them about thetermination of the Distribution Agreement and accordingly, the cessation ofSub-Distributor’s rights to provide any distribution, 

 

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service and support for the Principal’sProducts except as consistent with the terms of this Agreement;

 

(b)                                 the Principal shall not be liable to the ServiceProvider by reason of termination of the Sub-Distribution Agreement forcompensation, reimbursement, or damages for lost profits, loss of prospectivecompensation or unjust enrichment, goodwill or loss thereof or expenditures,investments, leases or any type of commitment made by the Service Provider inconnection with the Sub-Distribution Agreement except that should the Sub-distributorreturn product to the Service Provider, the Principal hereby agrees to in-turnaccept and pay for (within 30 days of Principal’s receipt thereof) the return ofup to 15 new and operational Shuffle Pro units at the price paid by ServiceProvider to the Principal, but not to exceed $81,900.00, provided that noticeis given by the Service Provider to the Principal before November 15th 2009 (with adelivery date of no later than December 31, 2009); and

 

(c)                                  it will be solely liable for all liabilities, obligationsand claims towards any Sub-Distributor in connection with, relating orincidental to, or arising out of the termination of the Sub-DistributionAgreement.

 

3.3                                 Nothing contained in this Section 3 shall beconstrued or regarded as an authorization, confirmation or ratification by thePrincipal for the entering into of any Sub-Distribution Agreement by theService Provider.

 

4.                                       Undertakings by the Principal

 

4.1                                 Without prejudice to the generality ofthe provisions of Section 2 of this Agreement and Section 3.3 (c)(i) ofthe Distribution Agreement, the Principal agrees and undertakes that witheffect from the Effective Date, it will cease to claim that the ServiceProvider is the service provider for the Principal’s Products.

 

4.2                                 Subject to Section 2. of this Agreement,Service Provider shall pay Principal for all parts received at its warehouse(s) pursuantto a valid purchase order as of or before the Effective Date

 

4.3                                 Principal agrees to repurchase ServiceProvider’s inventory of new and operational unsold Principal’s Products unitsand parts set forth in appendix A (regardless of the condition or form ofpackaging) at Principal’s sale cost provided that the aggregate price for suchrepurchase payable by the Principal shall not exceed $297,742.00, and subjectto verification by the Principal.  Suchpayment shall be made in full by Principal within 30 days of its receipt of theNonconsignment Parts (as defined below).

 

4.4                                 With respect to unused parts that thePrincipal has provided to the Service Provider on consignment, Service Providerwill return unused parts not needed for continuing service under the ServiceProvider’s continuing service obligations (“**NonconsignmentParts**”) within 45 days of Effective Date.  The balance of the unused parts needed forcontinuing service obligations will remain in Service Provider’s possession asconsignment from the Principal so long as Service Provider needs the parts tofulfill their continuing service 

 

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obligation under the ServiceContracts.  It is expressly agreed thatparts consumed out of this consignment inventory in satisfaction of ServiceProvider’s continuing service obligations will be free of charge to the ServiceProvider.

 

4.5                                 Within 10 days after the Effecitve Date,Service Provider will provide Principal with a reasonable last—time order ofparts procured soley for the purposes of fullfilling Service Provider’scontinuing service obligations under the Service Contracts.  Provided that the Principal has stock of suchparts, the same will be provided by the Principal free of charge to the ServiceProvider within 45 days of order receipt, and will be added to the consignmentinventory.  The balance of unconsumed partswill be returned to the Principal when the Service Provider completes itsservice obligation under the Service Contracts.

 

4.6                                 With respect to new, unused and operational ShufflePro, Random Plus and Deck Checker units, the Service Provider shall deal withthe units in accordance with Section 3.1(d) above.  With respect to new, unused and operational ChipWasher units, such units will be returned to Principal within 45 days of theEffective Date.  Notwithstanding theabove, the Service Provider will retain five (5) Shuffle Pro units free ofcharge to be used as replacement units in meeting their service obligations.

 

4.7                                 On or before April 1, 2009, Principalwill reimburse Service Provider for the Slovenian gaming compliance testing inthe amount of $10,947 (See Appendix B).

 

5.                                       Indemnifications

 

### **5.1**                                 The Principal hereby fully indemnifies and holds harmless the ServiceProvider and the Service Provider’s officers, directors, heirs, employees,agents, representatives, successors and assigns, and each of its and theirrespective officers, directors, heirs, employees, agents, representatives,successors and assigns (collectively, “Service Provider Indemnitees”), and agrees to save, defend and hold each of the Service ProviderIndemnitees harmless against and pay on behalf of or reimburse such ServiceProvider Indemnitees as and when incurred for any Losses which any such ServiceProvider Indemnitee may suffer, sustain, have alleged against it, or becomesubject to, as a result of, in connection with, relating or incidental to byvirtue of, arising out of, or from:  (i) anybreach of any representation, undertaking or warranty made by the Principal inor under this Agreement; or (ii) any nonfulfillment or breach of anycovenant, obligation, or agreement by the Principal under or in this Agreement.

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5.2                                 The Service Provider hereby fully indemnifiesand holds harmless the Principal and the Principal’s officers, directors,heirs, employees, agents, representatives, successors and assigns, and each ofits and their respective officers, directors, heirs, employees, agents,representatives, successors and assigns (collectively, “**PrincipalIndemnitees**”), and agrees to save, defend and hold each of thePrincipal Indemnitees harmless against and pay on behalf of or reimburse suchPrincipal Indemnitees as and when incurred for any Losses which any suchPrincipal Indemnitee may suffer, sustain, have alleged against it, or becomesubject to, as a result of, in connection with, relating or incidental to byvirtue of, arising out of, or from:  (i) anybreach of any representation, undertaking or warranty made by the ServiceProvideer in or under this Agreement; or (ii) any nonfulfillment or 

 

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breach of any covenant,obligation, or agreement by the Service Provider under or in this Agreement.

 

5.3                                 For the purpose of this Agreement, the term “**Loss**” shall mean any loss, liability, demand, claim,obligation, action, cause of action, cost, damage, diminution in value, lostprofits, deficiency, tax, penalty, fine or expense, including withoutlimitation, interest, penalties, lost profits, attorneys’ fees and expenses andall amounts paid in investigation, defense or settlement, (such as expertwitness fees) of any of the foregoing and the enforcement of any rights hereunder),and whether known or unknown, fixed or unfixed, contingent or accrued, but excluding only unforeseeable,speculative, exemplary and punitive damages.

 

6.             Authorization;Enforceability.

 

Other than as set forth in thisAgreement, each of the Principal and the Service Provider represents to theother that: (a) it has all corporate right, power and authority to enterinto this Agreement and to consummate the transactions contemplated hereunder; and(b) the execution and delivery by it of this Agreement and theconsummation of the transactions contemplated hereunder will not result in theviolation by it of any law, statute, rule, regulation, judgment or decree ofany court or governmental authority to or by which it is bound, or of anyprovision of its organizational documents; and (c) no consent, approval,authorization or other order of any governmental authority or other third partyis required to be obtained by it in connection with the authorization, executionand delivery of this Agreement.

 

7                                          Miscellaneous.

 

7.1                                 Amendments and Waivers.  This Agreementset forth the entire agreement and understanding between the parties as to thesubject matter hereof and thereof and supersedes and replaces all prior andcontemporaneous discussions, negotiations, agreements and understandings (oralor written) with respect to such subject matter.  This Agreement or any provision hereof may be(a) amended only by mutual written agreement of the Principal and the ServiceProvider or (b) waived only by written agreement of the waiving party.

 

7.2                                 Successors and Assigns.  This Agreementshall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and permitted assigns, but will not be assignable ordelegable by any party hereto without the prior written consent of the otherparties hereto.

 

7.3                                 Notices.  All noticesgiven pursuant to this Agreement shall be sent by : (a) certified mail,return receipt requested, in which case notice will be deemed delivered three (3) businessdays after deposit, postage prepaid in the United States mail; (b) anationally recognized overnight courier, in which case notice will be deemeddelivered one (1) business day after deposit with such courier; (c) facsimiletransmission, in which case notice will be deemed delivered upon electronicverification that transmission to the recipient was completed, provided thatnotices sent by facsimile transmission on a day other than an 

 

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business day, or before 9:00 a.m. or after 5:00 p.m.recipient’s time on a business day, shall be deemed given on the first businessday following the date of transmission; or (d) personal delivery. Addressand facsimile number of the parties are as follows :

 
| If to  the Principal :        | Elixir  Gaming Technologies, Inc.   |
|-------------------------------|------------------------------------------|
|                          | 6650 Via Austi Parkway, Suite 170   |
|                          | Las Vegas, NV 89119                      |
|                          | Facsimile:  (702) 733-7197               |
|                          | Attn:  Walt Stowe — General Counsel |
|                          |                                     |
| If to  the Service Provider : | Happ  Controls, Inc.                |
|                          | 106  Garlisch                            |
|                          | Elk  Grove Village 60007                 |
|                          | Facsimile:  (847)-952-3276               |
|                          | Attn.: David Reginelli                   |

 

7.4                                 Governing Law, Venue.  This Agreement shall be construed and governed by and under thesubstantive laws of the State of Nevada, without regard to its conflicts oflaws principles. Any action, suit or other legal proceeding which is commencedto resolve any matter arising under or relating to any provision of thisAgreement may be commenced and prosecuted in state or federal court in ClarkCounty, Nevada, and the parties consent to the non-exclusive jurisdiction ofsuch court. Process in any action or proceeding refereneced in the precedingsentence may be served on any party anywhere.

 

7.5                                 Attorneys’ Fees.  If any action at law or in equityis necessary to enforce or interpret the terms of this Agreement, theprevailing party, as specifically determined by the court, shall be entitled toreasonable attorneys’ fees and costs in addition to any other relief to whichsuch party may be entitled.

 

7.6                                 Counterparts.  This Agreement may be executed in any number ofcounterparts, all of which when taken together shall constitute one and thesame instrument binding on all of the parties hereto.  Delivery of an executed counterpart of a signaturepage to this Agreement by facsimile shall be as effective as delivery of amanually executed counterpart of a signature page of this Agreement.

 

7.7                                 Headings.  The headings of the Sections hereof areinserted as a matter of convenience and for reference only and in no waydefine, limit or describe the scope of this Agreement or the meaning of anyprovision hereof.

 

7.8                                 Severability.  In the event that any provision of this Agreementor the application of any provision hereof is declared to be illegal, invalidor otherwise unenforceable by a court of competent jurisdiction, the remainderof this Agreement shall not be affected except to the extent necessary todelete such illegal, invalid or unenforceable provision unless the provisionheld invalid shall substantially impair the benefit of the remaining portion ofthis Agreement.

 

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7.9                                 Letter.  This Agreement replaces and supersedes thatcertain letter from Principal to Service Provider dated March 9, 2009 in itsentirety in all respects, including without limitation with respect to thetermination of the Distributor Agreement.

 

INWITNESS WHEREOF, the parties have caused this Agreement to be duly executed anddelivered as of the date first set forth above.

 

 
|   | ELIXIR GAMING TECHNOLOGIES, INC., |
|--------|-----------------------------------|
|   | a Nevada corporation              |
|   |                              |
|   |                              |   |
|   | By:                               |   |
|   |                              | Clarence Chung, CEO |
|   |                              |   |
|   |                              |   |
|   | HAPP CONTROLS, INC,               |
|   | an Illinois corporation           |
|   |                              |   |
|   |                              |   |
|   | By:                               |   |
|   |                              | David Regenelli, CFO |

 

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