**Exhibit 10.50**

 
| Heads of Terms- Elixir Gaming Technologies |   | Confidential |
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**Scientific Games Worldwide Limited**

 

**Agreement for the Provision of**

**Gaming Terminals, and license of**

**related software**

 

**to**

 

**Elixir Gaming Technologies(Hong Kong) Limited**

 

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**Confidential**

 

**HEADS OF TERMS FOR SUPPLY OF GAMING TERMINALS**

**ELIXIR GAMING TECHNOLOGIES (HONG KONG) LIMITED**

 

ThisHeads of Terms for the Supply of Gaming Terminals is effective on this the 19th day of NOVEMBER 2008.(the “***Effective Date***”)

 

PARTIES:

 

**ELIXIR GAMING TECHNOLOGIES (HONG KONG) LIMITED**a company incorporated under the laws of HongKong with its principal place of business at Units 2A & 3B, 29/F., TheCentrium, 60 Wyndham Street, Central, Hong Kong (“***EGT***”);and

 

**SCIENTIFIC GAMES WORLDWIDE LIMITED,**a company incorporated under the laws ofIreland with its principal place of business at Athlone Road, Ballymahon, COLongford, Ireland.  (“***SGW***”).

 

RECITALS:

 

(a)           **WHEREAS** EGT is adistributor and provider of networked gaming terminals, electronic gamingmachines and other gaming products and equipment in a number of jurisdictions,including Cambodia, Vietnam and the Philippines, and is further entitled torepair and maintain the said gaming terminals, products and equipment.

 

(b)           **WHEREAS** SGW owns andis able to supply certain of its and/or its affiliated companies’ gamingterminals (collectively “***Gaming Terminals***”or “***VLTs***”) to EGT, and EGT is entitledto operate or supply such Gaming Terminals to licensed premises in Cambodia, (***or other agreed territories agreed by the parties*”) **and is also able to supply and keepupdated games compendiums and related software to EGT for deployment of theGaming Terminals;

 

(c)           **WHEREAS**EGT wishes tolease from SGW, and to place, the networked gaming terminals and relatedsoftware and equipment, including but not limited to those mentioned in **Clause 1.1.3 below** (hereinafter referred to as the “***SGW System***”) at the licensed venuesof its contractual partners (collectively the “***Sites***”), and the Parties also wish to conclude aService Level Agreement (“**SLA**”) for theservice and maintenance of such SGW System up to the appropriate levels ofservice at such later time to be agreed by the Parties**;**

 

NOWTHEREFORE, the following is agreed:

 

**OPERATIVE TERMS AND CONDITIONS:**

 

**Article I.****               ****SCOPEAND PURPOSE**

 

1.1.SUPPLY OF NETWORKED GAMING TERMINALS

 

1.1.1SGW undertakes to supply, and EGT hereby accepts, Gaming Terminals as mutuallyagreed from time to time by the Parties during the Term of this Agreement. Asat the Effective Date, the Parties have agreed that the following shall besupplied in accordance with the terms and conditions of this Agreement:

 

(a) Twohundred **(200)** Gaming Terminals of the type “**SILVERBALL**shall be supplied by SGW to EGT. These shall beplaced by EGT only in designated and licensed premises situated within suchterritories which have been mutually agreed and approved by the Parties, which,for the avoidance of doubt shall include the territory of Cambodia. The Partieshereby agree that up to one hundred (100) of such total 200  Silverball Gaming Terminals (with the exactamount to be agreed by the Parties as soon as reasonably practicable after theEffective Date) shall first be shipped to EGT at an address in Macau to bespecified by EGT and in accordance with the terms of this agreement, whichshall then be installed in licensed venues in Cambodia as soon as reasonablypracticable by mutual agreement after the Effective Date. The remaining balanceof

 

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theSilverball Gaming Terminals shall be shipped at such later date to be mutuallyagreed by the Parties; and

 

(b) Onehundred (100) Gaming Terminals of the type “**APEX**”which shall be supplied by SGW to EGT for placement only in designated andlicensed premises situated within the territory of Cambodia and/or otherlicensed territories which have been mutually agreed and approved by theParties; and which shall be shipped and installed at a date to be mutuallyagreed by the Parties.

 

1.1.2Thereafter, and subject to **Clause 1.2.3**, SGWundertakes to supply to EGT, which accepts, additional Gaming Terminals asrequired by EGT from time to time for the duration of this Heads of Terms. Any increase in numbers of terminals over andabove those agreed to be supplied according to **Clause 1.1.1**.shall be set out in a separate addendum to be governed by the terms of thisAgreement, and duly updated to **Schedule 1** to this Heads of Terms.

 

1.1.3The relevant back office system, central server, Epson computers/sitecontrollers for the operation of the Gaming Terminals shall likewise besupplied by SGW.

 

1.1.4In addition, SGW shall license and keep updated a games compendium to beoperated on the Gaming Terminals, and license the same to EGT in accordancewith the terms of the game and software license granted at **Clause 7**of these Heads of Terms;

 

1.1.5 EGT hereby grants to SGW the exclusive right of first negotiation withreference to a new agreement for supply of the SGW System (or any portionthereof) and/or related services for any new Site in Vietnam for which EGT hasconcluded a legally binding contract with the relevant owner(s) and/oroperator(s) of the Site for the supply of Gaming Terminals.  If EGT and SGW are unable to agree on theterms and conditions governing the supply of the SGW System to Vietnam, to beprovided during an exclusive negotiation period of one (1) month from dateof written notification of the new opportunity, each Party shall be free tonegotiate with third parties for provision of Gaming Terminals thereafter inVietnam.

 

1.1.6 SGW hereby grants to EGT the exclusive right offirst negotiation with reference to a new agreement for supply of the SGWSystem to the Republic of the Philippines for an exclusive negotiation periodof 6 months from the Effective Date (or such longer period as may be agreed bythe parties from time to time in writing).

 

1.2.EVALUATION PERIOD

 

1.2.1.The Parties agree that up to **one hundred**(**100)** SilverBall Gaming Terminals (with the exact amount tobe notified by EGT) shall be shipped by SGW as soon as practicable followingthe Effective Date subject to the regulatory or governmental approval (ifapplicable). The said SilverBall Gaming Terminals shall be onward shipped toCambodia as soon as reasonably practicable upon their arrival in Macau  and shall then be installed by EGT at itsapproved  contractual partner’s venues inCambodia.

 

1.2.2.The Parties agree that on or by the twelfth (12th) month from the EffectiveDate (“***First Assessment Date***”) theParties nominated officers shall meet to assess the average performance of theGaming Terminals supplied to Cambodia. The assessment shall be used todetermine (i) the existing market conditions, (ii) the games softwaresupplied (iii) net income revenues derived from operation of the GamingTerminals and (iv) the cost to each of the Parties of any technical andinterface modifications as may be required and affecting the operation of any ,of the Gaming Terminals supplied under this Heads of Terms, and (v) EGT’stechnical and field service operations and requirements.

 

1.2.2. On or as soon as reasonably practicablefollowing the First Assessment Date, the Parties shall agree on one of thefollowing courses of action:

 

(i)             Where theaverage Royalty Fee due to SGW from Net Income (as defined in **Clause 3.1 below**) derived from SGW’s Gaming Terminalsachieves an acceptable level to SGW (an indicative figure is an average **USD 8 per day per Silverball Gaming Terminal** and **USD 10 per day per Apex Gaming Terminal**), and there is areasonable prospect the level may be maintained following any introduction oftax and licence fees, and any technical modification as required, SGW shall be confirmed as a supplier of GamingTerminals to EGT on the terms of this Agreement, and shall supply additionalvolumes as EGT may require from time to time in accordance with Clause 1.1;

 

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(ii)         Where theaverage Royalty Fee paid to SGW from Net Income ( as defined per **Clause 3.1**)****derived fromSGW’s Gaming Terminals achieves less than the mutually acceptable level set outat **Clause 1.2.2 (i) above**, theParties shall mutually agree to one of the following options:

 

(a)          EGT mayreturn the underperforming Gaming Terminals (or portion thereof), to thecontrol and possession of SGW by shipping the same to the relevant port ofIreland**at shipping and freight costs and any otherduties or charges relating to such shipment or exportation to be shared equallyby the Parties** and EGT shall have no further obligation or liabilitywith respect to the returned Gaming Terminals. In case EGT has returned all theGaming Terminals and the SGW System pursuant to this sub-clause, then thisAgreement shall be deemed to have been terminated upon receipt of the GamingTerminals and relevant payment by EGT; or

 

(b)         permit theGaming Terminals to remain in operation on those Sites and in such case, SGWmay choose to supply new game content, and EGT shall use best endeavours toprovide alternative locations for the operation of the VLTs which shall remainin operation for a further twelve (12) months from the First Assessment Date(such 24 month period from the Effective Date referred to as the “***Second Assessment Date”).***Theoperation of the VLTs shall be assessed against required indicative thresholdsas set out at **Clause 1.2.2. (i) **followingwhich EGT shall confirm EGT as asupplier of Gaming Terminals to EGT on the terms of this Agreement or if theaverage Royalty Fee paid to SGW from Net Income ( as defined per **Clause 3.1**)****derived fromSGW’s Gaming Terminals during the second contractual year still achieves lessthan the mutually acceptable level set out at **Clause 1.2.2(i),**then SGW may require that the VLTs shall be returned in wholeor in part  in accordance with **Clause 1.2.2. (ii) (a)**at any time after the SecondAssessment Date.

 

For the avoidance of doubt, unless pursuant tothe provisions of **Clauses 1.2.2. (ii) (b),12.1, 12.1A, 12.2, 12.3, 12.4, and 22****below**,SGW shall have no right to terminate this Agreement, in particular, prior tothe First Assessment Date. In case of any unlawful termination of thisAgreement by SGW, SGW shall, without prejudice to other damages orcompensations to which EGT may be entitled under applicable laws, reimburse toEGT of its relevant share of taxes and duties as mentioned in **Clause 4.5** and the relevant shipment costs (including butnot limited to insurance and freight charges) as mentioned in **Clause 9.2**together****with****the insurance costs, if any, incurred by it under**Clause 5.10**.

 

1.2.3 EGT may at any time request SGW to provideadditional Gaming Terminals in excess of the **100 (onehundred)**units of the type “**APEX**” and **200 (two hundred)** units of the type “**SILVERBALL**”which have shall have been supplied in accordance with **Clause1.1.1.** (such excess gaming terminals hereinafter referred to as the **“Additional Units**”), and upon receipt of such request, SGWshall be obligated to supply any Additional Units in accordance with the termsof this Agreement **Provided That**if such Additional Units were installed prior to the First Assessment Date SGWmay, although it shall not be obliged, to determine, that any additional APEXGaming Terminals contained in Additional Units, shall attract a minimum fixedrental fee of USD 10 per day, and Silverball Gaming Terminals comprised in theAdditional Units shall attract a minimum fixed rental fee of USD 8 per day onlyuntil the First Assessment Date (without prejudice to higher amounts due shouldthe Net Income allow) following which the Gaming Terminals shall be evaluatedon the First Assessment Date together with other terminals supplied inaccordance with this **Clause 1.2.** (ina separate evaluation sample).

 

1.2.4 SGW agrees that it shall not provide APEX or SILVERBALL Gaming Terminalsto any other third party in the Cambodia prior to the First Assessment Date.Any further periods of exclusivity will be mutually agreed based on the outcomeof the evaluation period as set out at **clause 1.2.2.**above, (First Assessment Date and at the end of the Second Assessment Date,where applicable according to **clause 1.2.2(ii)(a) o**r  **clause1.2.2(ii)(b))****.**For the avoidance of doubt, nothing containedin this Agreement shall preclude EGT, at any time before or after the date ofthis Agreement, from leasing electronic gaming machines or terminals that havethe same or similar specifications or functionalities as the Gaming Terminalsfrom other third parties for use in Cambodia (or agreed authorized market); .

 

**Article 2:****SITE APPROVAL**

 

2.1 SGW shall berequired to approve (such approval not to be unreasonably withheld or delayed)the location of the Sites nominated by EGT prior to the installation or supplyof SGW’s Gaming Terminals.

 

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2.2 Subject to theprovisions of Clause 1.2, Clause 3.4 and any earlier termination of this Headsof Agreement, the Parties further agree that once supplied, each GamingTerminal shall remain sited and operational for a minimum five (5) yearperiod.

 

2.3 For the avoidance ofdoubt, EGT will supply the Gaming Terminals only to contractual partners whohold the permits necessary for the operation of the Gaming Terminals inCambodia and which additionally have undertaken to sign and to comply with SGW’sstandards and warranties (subject to such modifications of standards orwarranties as may be approved by SGW, such approval not to be unreasonablywithheld or delayed) as further detailed at **Schedule 2**of this Agreement, and as may be notified in writing to EGT from time to time.EGT shall further use best endeavours to ensure that such contractual partnerdoes not set up or operate the Gaming Terminals outside of  Cambodia (or other authorized market);  as had been specifically agreed in writingfor deployment of the agreed Gaming Terminals. Should reasonable suspicionarise that one or more of EGT’s contractual partners does not meet thestatutory requirements or is operating the Gaming Terminals outside ofCambodia, EGT shall grant SGW access to a complete list of the names andaddresses of such defaulting contractual partners. In addition, EGT willimmediately take all reasonable steps within its power in order to stop thedistribution and the use of Gaming Terminals outside of Cambodia. EGT willfully indemnify and hold harmless SGW for all damages (including reasonable expensesand costs) arising out of either (a) any such illegal or unauthorizedsupply by EGT itself; or (b) EGT’s failure to take reasonable steps withinits power to stop any such illegal or unauthorized supply by its contractualpartners.

 

**Article 3:  ROYALTY FEE**

 

3.1.EGT shall pay to SGW for the supply of the SGW System a royalty fee to be paidas follows:

 

3.1.1. A RoyaltyFee of 50% (fifty percent) of NetIncome derived from operation of the Gaming Terminals, where “***Net Income***” is the amount whichremains from the total amounts staked on the Gaming Terminals by players less (i) thetotal amount  paid out in winnings toplayers ,(ii) less subject to the provisions of **clause 3.4**,relevant gaming taxes which may become payable through operation of the VLTs, (iii)  less EGT’s  contractual partners’ share of revenue and (iv) less,subject to the provisions of **Clause 3.4**,anyirrecoverable foreign entity withholding tax, should the same become payable inCambodia paid or to be paid by the contractual partners before distributing EGT’sshare to EGT and to SGW). No further deductions from the Royalty Fee shall bepermitted unless expressly agreed in writing herein.

 

3.2. Software and game updates are provided by SGW free of charge, andsubject to the provisions of Clause 6.6., spare parts shall alsobe supplied by SGW free of charge.

 

3.3. The Parties acknowledge and agree thatwhere any Gaming Terminal at any one Site on any one week generates negative **Net Income (as defined in Clause 3.1.1 above)** then the total amount of such loss shall beset against other Net Income generated by the other Gaming Terminal(s) forthat Site during that accounting period, and where a loss still remains then itshall be set against aggregate Net Income Revenue throughout EGT’s estate (butonly within Cambodia (or other authorized market); ) during that accountingperiod and from one accounting period to the next until the loss isextinguished.

 

3.4. The Parties further agree the Royalty Feepayable under **Clause 3.1.1** of this Heads of Termsshall be revised if andwhere there is a change in taxation policy, legislation or practice, whichresults in a material change to the intent or effect of this Agreement oraffects the financial effect of either party to an appreciable extent under thisAgreement. The party so affected shall notify the other party in writing assoon as practicable of such effect. Both parties agree that, in the event suchchange****has a material adverse impact on the****economic interest of either party, they will in good faithseek to negotiate new commercial terms within a reasonable time frame takinginto account the material change. This clause also applies in the event thatthere is any change in legislation which requires a modification of the GamingTerminals in accordance with additional standards and specifications and whichEGT or SGW is obliged or agreed to comply with. For the avoidance of doubt, insuch circumstances enumerated by this Clause 3.4, the terms of this Agreementshall continue for a period of three (3) months unless and until new termsare agreed in writing. Where agreement has not been reached, either Party mayexercise its rights of termination under **Clause 12.4**.

 

**Article 4.  REPORTING, PAYMENT, TAXES AND AUDIT**

 

4.1.EGT undertakes that the Royalty Fee as set out above is made on amonthly basis in arrears.

 

4.2. Royalty Fees and payments made under thisHeads of Terms are payable in United States Dollars.

 

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4.3. EGT shall provide, within five (5) businessdays (excluding Saturday, Sunday and public holidays in Hong Kong) from the endof each month, a statement containing data relating to performance of the VLTs,and SGW shall raise an invoice in respect of the Royalty Fees due for eachmonthly period as soon as practicable thereafter. EGT undertakes to effectpayment on or by the thirty (30th) day of the date of the invoice.

 

4.4.****EGT shallsubmit to SGW on a weekly basis information including, but not limited to,performance data of the VLTs for each Site for billing and other purposes inthe manner agreed between the Parties. This financial information shall beaudited annually and shall likewise be subject to the internal controls andprocesses as may be agreed with the Sites. EGT also agrees to ensure that clearance andaccounting procedures as notified to it by SGW from time to time for the VLTsare strictly adhered to by EGT’s staff working at the Sites as may be required.

 

4.5. All Royalty Fees and payments are exclusive of sales tax, value addedtax or any tax or importation duties, fees or charges. The parties agree that:

 

(a) importationcharges and duties for importing the Gaming Terminals into Macau shall be borneby SGW or reimbursed to EGT by SGW;

(b) allexportation taxes or duties for exporting the SGW System from Ireland shall beborne by SGW until the point of delivery in Macau;

(c) allexportation taxes or duties for exporting, storage or holding terminals in bondprior to re-exporting the SGW System from Macau to Cambodia and/or otherterritories which have been mutually agreed and approved by the Parties, shallbe shared by EGT and SGW on an equal basis, and EGT shall be reimbursed for 50%of all reasonable costs incurred for arranging such export and/or storage; and

(d) importationtaxes or duties for importing the SGW System into Cambodia shall be paid by EGTor its customers acting as the Importer of Record as appropriate.

 

4.6. EGT shall also pay,on behalf of the SGW any withholding tax (if applicable) due on payments madeto SGW and undertakes that it has the obligation to provide SGW with proof ofpayment or certification of taxes paid as withholding taxes, if any, in HongKong on an annual basis. SGW undertakes to provide EGT with a certificate ofits Irish tax residence on an annual basis.

 

## ***4.7***. Where EGT failsto pay any amount payable within the time period stipulated in Clause 4.2, SGW shall beentitled to charge EGT interest on the overdue amount, payable by EGT on demand,from ten (10) days after the duedate up to the date of actual payment at the rate of 2.5% above LIBOR or thehighest amount allowable by the applicable law. Said default rate shall apply with respect to all amountsdue under this Agreement.   If EGT failsto pay in any consecutive two (2) month period any amount owed to SGWwithin the dates indicated in the contract, SGW will be entitled to terminatethis contract immediately and automatically.

## *** ***

4.8. In the event that there is any discrepancybetween EGT’s statement data and SGW’s own data, the data which is retrievedfrom EGT’s records shall prevail, unless SGW is able to show good cause. WhereEGT and SGW agree that there is an error in any statement and/or invoice, onnotification of such in writing to SGW, SGW shall issue a credit note where theamount invoiced was higher than required, or an additional invoice for theremaining amount due, as applicable. Where the Parties agree that there is adiscrepancy in any monthly statement or invoice, the tax authorities shall benotified where applicable and the correct amounts shall be paid.

 

4.9. Not more than twice in any contract year,SGW shall have the right to appoint an independent third party auditor whoshall have the right upon 48 (forty-eight) hours prior notice to EGT duringreasonable business hours to inspect and audit the documents and records of EGTregarding the operation of the VLTs. This right shall only apply to thoserecords evidencing operation of SGW’s VLTs. EGT shall maintain sufficient records to permit such inspection andauditing for 3 (three) years after the close of each respective accountingperiod.  The Parties agree that all costsof such audit shall be borne by SGW unless the audit shows a difference of morethan **5% (five percent)** between the RoyaltyFees paid in the previous 12 month period and the Royalty Fee which ought tohave been paid and in such case, the audit fee shall be equally shared betweenEGT and SGW.

 

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# **Article 5:**OBLIGATIONSOF EGT

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## ***EGT shall be responsible for and undertakes the following:***

## *** ***

## ***5.1. Networking of equipment: Subjectto a successful outcome of the evaluation period in accordance with***Clause 1.2.2.,EGT agrees to appoint and employ a Project Manager to assist SGW in itscertification of the Gaming Terminals as may be required (if any) from time totime in Cambodia (or other authorized market). The appointed Project Managershall be assigned the responsibility of interfacing the SGW System with anynetworking or other technical requirements in Cambodia (or other authorizedmarket); he or she will liaise with the authority responsible for gaming andtechnical certification of the Gaming Terminals (other than GLI approvalsalready sought and obtained for the APEX Gaming Terminals) and ensurecompliance with the laws in Cambodia (or other authorized market). All legaland regulatory requirements affecting operation of SGW’s Gaming Terminalsshall, notwithstanding the foregoing, be notified to SGW.

## *** ***

## ***5.2. Communications:*** EGTagrees to provide or procure that its contractual partners of the Sites to makeavailable a reliable DSL Broadband Connection or other suitable electroniccommunication to a specification supplied by SGW at each Site from atelecommunications provider of good repute for the correct functioning of thenetwork. In addition, EGT shall provide or procure its relevant contractualpartner to provide, a telephone line at each Site at its own (or itscontractual partners’) cost.

## *** ***

## ***5.3.***Conditions relating to the GamingTerminals: EGT agrees that it shall (i) notremove or permit (to the extent within its authority and control) to be removedany label attached to any Gaming Terminal stating it is the property of SGW; (ii) notdo anything to sell, assign, pledge, encumber or charge the Gaming Terminals inany way; (iii) not move any part of the equipment, nor permit (to theextent within its authority and control) that any part of the equipment beremoved from the Site once installed, unless with prior consent of SGW; (iv) Notto use or permit (to the extent within its authority and control) to be usedthe Gaming Terminals in contravention of applicable laws and regulations, orthe written instructions communicated by SGW to EGT from time to time.

EGTshall indemnify and keep indemnified SGW against any loss of equipment, or anyother liability incurred by SGW which liability arose out of the breach of EGT’sobligations under this **clause 5.3**.

 

5.4  Clearing and Accounting Procedures:EGT undertakes to ensure that Gaming Terminal clearance and accountingprocedures as notified by SGW, are strictly adhered to by EGT’s staff orsub-agents working at the Sites and carried out at each Site once on each daythe Site is open for business. Where the Sites are not operated by EGT itself,EGT undertakes to SGW that it will use its best endeavours to procure thatthese procedures will be adhered by the respective contractual partners in theSites.

 

5.5.Distributors of Gaming Machines to contract partners-Required Approvals:Prior to any supply or installation. EGT shall submit thename, and address of its contractual partners to SGW, which undertakes that,within five (5) working days from the request by EGT, it will respond asto whether that contractual partner is approved (such approval not to beunreasonably withheld or delayed) as operator of SGW’s Gaming Terminals inaccordance with SGW compliance procedures and processes. In addition, EGT shallprocure that such approved contractual partners shall sign the standardwarranties and representations contained in this Agreement at **Schedule 2** (subject to such modifications of standards orwarranties as may be approved by SGW, such approval not to be unreasonablywithheld or delayed) , and shall remain properly licensed at all times ofoperation of the Gaming Terminals. EGT will be responsible for ensuring thateach of its approved contractual partners is aware of the terms of thisAgreement which affect that approved partner and shall use its reasonableendeavours to ensure that the approved partner complies with the terms of thisAgreement. EGT shall further take reasonable precautions to ensure that theapproved contractual partner does not, without any valid reason,**switch off or in any way disable** any part of the SGW System without theagreement of  SGW.

 

5.6.  Provisionof Data: EGT agrees to provide datarelating to the Gaming Terminal and to their operation, including but notlimited to, details of their turnover and volumes. This information may beprovided only as allowed under the applicable laws protecting confidentialityof the game data.

 

5.7. Alteration to Software: EGT agreesand warrants that it will not itself and will not permit (to the extent within its authority andreasonable control)****** any third party to alter or modify the wholeor any part of the Gaming Terminals hardware, software, or games licensed andprovided by SGW hereunder, nor permit (to the extent within its authority and control) the whole or any partof the same to be combined with, or become incorporated in, any other program,nor will it copy, decompile, disassemble adapt or reverse engineer the same,nor attempt to do any such things, nor will it make copies of any documents relatingto the Software and Games, except as may be expressly permitted by SGW inwriting.

 

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EGTshall indemnify and keep indemnified SGW against any intellectual propertybreach, or any other liability incurred by SGW which liability arose out of thebreach of EGT’s obligations under this **clause 5.7**.

 

5.8. Inspectionof Sites: EGT shall permit or shall procure its relevant contractualpartner of the Site to permit SGW to inspect and to have access to any Sitewhere Gaming Terminals are supplied and installed for the purpose of ensuringthat the terms of the software license, and the confidential data obligationsof EGT are complied with, such inspections to take place only on reasonableprior written notice.

 

5.9. Healthand Safety: EGT shall be responsible in accordance with applicable laws forthe safety of all of its own employees and personnel  employed to carry out obligations on EGT’sbehalf for the provision of services under this Agreement and EGT undertakes tocomply with all reasonable and relevant health and safety directions notifiedby SGW in writing in relation to the equipment supplied

 

5.10.Security and Vandalism: EGT undertakes to ensure that its contractualpartners shall be fully liable for any third party criminal damage or vandalismto the Gaming Terminals whilst these  arein storage or on Sites within Cambodia and shall further maintain reasonablyadequate security of their operations and access to data, and shall beresponsible for the costs associated with replacement parts due to vandalism,criminal damage or otherwise through negligence (save and except for negligenceor any damage caused by SGW, its employees or agents). EGT shall indemnify andhold harmless SGW for any loss or damage caused to the Gaming Terminals in thisrespect. Without prejudice to the obligations of EGT herein, EGT may, at itssole discretion, decide to insure (at its costs) by itself or require SGWto insure (but with the relevant reasonable insurance costs to be reimbursed byEGT) the Gaming Terminals and the SGW System with such reputable insurancecompanies against all loss or damage to them. For the avoidance of doubt, (i) insurance of the Gaming Terminalsshall be maintained by SGW up to the agreed point of delivery in Macau; and (ii) ifthe insurance for the full replacement costs of the Gaming Terminals and theSGW System has been taken out at EGT’s costs under this provision, then in caseof any damage to the Gaming Terminals and/or SGW System due to vandalism,criminal damage or otherwise through negligence, SGW shall not be entitled toany double recovery of its loss from both EGT and the relevant insurancecompany.

 

**Article 6: SGW’s****OBLIGATIONS**

 

SGW undertakes to provide the following suppliesand services to EGT:-

 

6.1. Supplyof Equipment:SGW willprovide the Gaming Terminals and site hardware to support operation of theGaming Terminals for use on each of the Sites allocated and agreed by the Partiesin accordance with Clause 2;

 

6.2. Certification: SGW shall be responsible, with the reasonableassistance of EGT, for the costs associated with any development workassociated with achieving certification and compliance of the Gaming Terminalswith notified regulations and standards (if applicable) to allow fordistribution of Gaming Terminals and the SGW System in Cambodia.

 

6.3. Network: SGW shall work with EGT to set up a privatecommunications network for functioning of the equipment supplied, and shallprovide remote maintenance services to the SGW System and Gaming Terminals onan “as-required” basis (and as permitted by applicable laws in Cambodia)..

 

6.4. Training and Manuals: SGW shall provide initial basic training on the Gaming Terminals to EGT’sand its customer appointed staff. SGW undertakes to send, at its cost, a qualified technicalperson for a minimum of one week to provide onsite training as required inManila and/or Phnom Penh as required. In addition, a technical manager shall beappointed to administer operation of the VLTs provided under the terms of this Agreement and shall remain inCambodia or other place (to be agreed by the Parties) as reasonably required tosupport the installation process for a minimum of sixty (60) days. In addition,SGW shall provide installation manuals for EGT or itscustomers to be able to provide fault fixing and maintenance of the GamingTerminals as required.

 

6.5. DedicatedWebsite: SGW shall provide reasonable access to EGT to a dedicated webinterface of SGW in order to extract Site performance and other related datafor the Gaming Terminals installed in the Sites in Cambodia (or otherauthorized market);

 

6.6. SpareParts: as soon as reasonably practicable after the Effective Date asuitable stock of spare parts for the Gaming Terminals shall be provided freeof charge, and faulty parts shall be replaced on a one for one basis in orderfor EGT to maintain and service the Gaming Terminals up to the servicestandards required by EGT or pursuant to the SLA (if signed) as contemplatedunder **Recital (C) above**. Those GamingTerminals which are shown to have been replaced due to faultiness or breach ofmanufacturer warranty shall be replaced at the cost of SGW. Where suchreplacement is required due to vandalism or 

 

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criminaldamage on Site, replacement Gaming Terminals shall be supplied and replaced atcost of EGT**(**or the relevant contractualpartners of EGT as the case may be in accordance with **Clause 5.10above**)

 

6.7. Games Content:The games content foroperation on the Gaming Terminals shall be solely supplied by SGW (and itsaffiliates’) and shall be mutually agreed by the Parties subject to regulatoryapprovals as may be required in Cambodia.

 

6.8. Updates: SGW undertakes toconsult EGT about new hardware or software which may enhance the GamingTerminals — however, subject to compliance at all ties with applicable laws andregulations, the discretion to implement such proposed changes shall remainwith SGW, unless otherwise agreed on a case by case basis.

 

**Article 7:SOFTWARE AND GAMES CONTENT LICENSE**

 

7.1.SGWSystem: Subject to the restrictions at **Clause 7.3**, SGW hereby grants EGT a non- exclusive, non-transferrable license (in objectcode only), and limited in time until the expiry or termination of this Headsof Terms, and for use solely within Cambodia, for use of the gaming platformsoftware and related back office game systems in order to install the games onthe Gaming Terminals supplied by the SGW.

 

7.2. GamesCompendium:Subject tothe restrictions at **Clause 7.3** ,SGW hereby grants to EGT a non-transferable, non-perpetual licence to use,lease and enjoy the Games Compendium on those Gaming Terminals supplied by SGWunder this Heads of Term and associated Game Intellectual Property, for thepurposes of carrying on the business of EGT and its permitted contractualpartners, as set out in this Heads of Terms. EGT shall be entitled to sub-licensethe license hereby granted for use of the Games Compendium to its contractual casino operator partners in Cambodia on the same termsand with the same restrictions as are contained within this Heads of Terms

 

7.3Licence Restrictions: EGT shall not and shall procure its contractual partners  not to permit any third party to utilise orto gain access to this licensed intellectual property. The license grant shallbe restricted strictly for use solely in Cambodia (and other markets asexpressly agreed) and strictly for the duration of this Heads of Terms andsubject always to EGT paying the Royalty Fees. In particular, EGT is prohibited from rebuilding,deconstructing, reverse engineering or copying the hardware, the GamesCompendium, the SGW System or the gaming platform software of the GamingTerminals, system and/or communications network supplied and/or component partsof any of the foregoing except as expressly permitted by applicable law.

 

**Article 8.INTELLECTUAL PROPERTY RIGHTS**

 

8.1.EGT acknowledges and agrees that SGW has and at all times will retain allright, title, ownership and interest  inthe SGW System,  Games compendiumssupplied,  and all information andsoftware documentation, trademarks, logos, patents and associated intellectualproperty (including without limitation any copies and derivative works thereof)and including all intellectual property rights therein and thereto.  All additions, attachments, accessories andrepairs at any time made to or placed upon Gaming Terminals or Games Compendiumsupplied shall be and remain the property of SGW.  EGT shall not in any way assert for itself,or attempt in any manner to transfer, sell, assign, license or distribute anyright, title or interest in the Games Compendium, the SGW System or the softwaresupplied (or any part thereof).

 

8.2.In the event that EGT breaches or otherwise infringes any of the intellectualproperty rights subject of the Games Compendium supplied, related game content,artwork, game software provided and supplied under this or other Agreement, EGTwill be liable to pay to SGW damages, legal costs and fees, including loss ofprofit, costs and expenses. In the event that any of EGT’s contractual partnersbreach or otherwise infringe any of the intellectual property rights subject ofthe Games Compendium supplied, related game content, artwork, game softwareprovided and supplied under this or other Agreement, EGT shall use best effortsto provide all reasonable assistance to SGW in taking appropriate actionsagainst such defaulting contractual partner(s) of EGT.

 

8.3.SGW undertakes to take reasonable precautions against abusive manipulation ofthe software by unauthorized third parties on a suitable scale which shallcorrespond to the state of the art as currently available, and shall beresponsible for the correctness and completeness of the documentation to beprovided by it in relation to operation of the Gaming Terminals.

 

8.4.Notwithstanding anything to the contrary contained herein, it is agreed by theParties that all data and information on or regarding the players of the GamingTerminals collected by the SGW system and/or or software supplied by SGW hereunder shall at all times be commonly owned by EGTand SGW. For the avoidance of doubt, at any time after any expiry ortermination of this Heads of Terms, each Party shall be

 

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freeto make use of such player data or information to facilitate or for pursuanceof its own business to the exclusion of any confidential data in relation tothe SGW System or the Games Compendium which know how and information shall atall times remain the sole and exclusive property of SGW.

 

8.5This clause shall survive termination or expiry of this Heads of Terms for aperiod of 5 (five) years from the date of expiry or termination thereof.

 

**Article 9:IMPORTATIONAND INSTALLATION**

 

9.1.Delivery and Shipping:SGW shall have available the Gaming Terminals beingsupplied under this Agreement for shipping Origin (the European Union) on CIFTerms (Cost, Insurance and Freight) to Macau on a date agreed between theparties taking into consideration EGTs delivery schedule drawn up by EGT andSGW according to the timeline as may be requested by EGT or EGT’s contractualpartners and agreed by the Parties. The address in Macau shall be notified toSGW at least three (3) weeks prior to the shipment date for any newterminals. In the event that any delivery is not possible within the time frameoriginally agreed or intended, SGW shall notify EGT **five(5) days**beforehand in writing and the parties shall agree on a future reasonabledelivery date to allow for third party delays, or delays which may be due toobtaining proper documentation.

 

9.2. Importation of Gaming Terminals: EGT undertakes that it shall act or as the case may be, shall procureits relevant contractual partner to act, as the Importer of Record in relationto the importation of the Gaming Terminals into Macau, and shall also provideadequate storage facilities for equipment supplied pending their supply, onwardshipment and installation into agreed Sites within Cambodia or other authorizedterritories to be agreed by the Parties. Onward delivery (Cost, Insurance andFreight) to Cambodia or each  authorizedmarket from the point of delivery in Macau notified in accordance with **Clause 9.1.** shall be at the responsibility, cost and expenseof the parties in equal share. The respective responsibilities of the Partiesregarding payment of the relevant import and/or export taxes and duties aremore particularly set out in **Clause 4.5 above.**

 

9.3Installation: EGT shall install the Gaming Terminals at the Sites withinCambodia (or  other authorized market),subject to SGW providing the necessary assistance and initial training to EGTpersonnel for proper installation of the first gaming terminals supplied inaccordance with **Clause 6.4**.

 

**Article 10:  WARRANTIES AND REPRESENTATIONS**

 

10.1.EGT undertakes that it shall hold and maintain in force all relevant license(if necessary) within Cambodia (or other authorized market) for thedistribution, importation, operation (if applicable) and supply of GamingTerminals and that it shall comply with the conditions of such license in orderto perform its obligations under this Heads of Terms.

 

10.2.Each Party binds and warrants to the other Party that it shall be bound by andcomply with the applicable warranties and representations contained at **Schedule 2**to these Heads of Terms.

 

**Article 11.TERM**

 

11.1.This Heads of Terms shall be valid upon as from the Effective Date and shallcontinue for a minimum period of five (5) years there from (the “***Term***”) unless earlier terminated inaccordance with its terms and all applicable provisions of this Heads of Terms(including the liability of EGT to pay the Royalty Fee) shall apply to theoperation of all Gaming Terminals throughout the period of deployment inaccordance with this clause.

 

11.2.Where neither party has given prior notice to the other party at least sixty(60) days prior to expiry of the Term at any time to the other for termination,this Agreement shall be automatically renewed for further twelve (12) monthperiods on the same terms and conditions as expressed in this Heads of Terms.(the “***Extended Term***”)

 

11.3.Notwithstanding the above, where the Term (or Extended Term as applicable) hasexpired and notice of termination has been served on the other, the Partiesundertake that they shall in good faith exclusively negotiate the possibilityof not terminating the Agreement and the renewal thereof during the periodcommencing **sixty (60) days** prior to theexpiration of this Heads of Terms at the end of which, this Agreement shall beterminated without requirement for further notice.

 

**Article 12.TERMINATION**

 

12.1.Either Party (“**Non-defaulting Party**”) may givefourteen (14) days notice in writing to the other 

 

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Party(“**Defaulting Party**”) terminating thisHeads of Terms forthwith:

 

12.1.1.if the Defaulting Party commits a material breach of these terms which is notcapable of remedy (and, where the breach is capable of remedy, fails to remedythe same within thirty (30) days (or such longer period of time as may beagreed by the Non-defaulting Party in its absolute discretion) of the date ofwritten notice from the Non-defaulting Party so to do);

 

12.1.2.if an order is made or a resolution is passed for the winding up of theDefaulting Party , or an order is made for the appointment of an administratorto manage the affairs, business and property of the Defaulting Party, or suchan administrator is appointed, or documents are filed with the Court for theappointment of an administrator, or notice of intention to appoint anadministrator is given by the Defaulting Party or its directors or by aqualifying charge holder, or a receiver is appointed of any of the DefaultingParty’s assets or undertakings, or circumstances arise which entitle the Courtor a creditor to appoint a receiver or manager or which entitle the Court tomake a winding-up order, or any other party takes or suffers any similar oranalogous action in consequence of debt.

 

12.1A      In addition to the above, SGW may alsoterminate this Heads of Terms by immediate written notice to EGT :

 

12.1A.1.if EGT is in default by making an unauthorized use, copying or distribution ofthe software, games of hardware and equipment supplied in breach of the termsof the licence granted in accordance with Clause 7;

 

12.1A.2.the necessary permits or licenses (if any) of EGT are suspended, revoked orotherwise not renewed by the relevant regulatory bodies (if applicable) inCambodia (or other authorized market). For the avoidance of doubt, thesuspension or revocation of the relevant permits or licenses by the regulatoryauthority shall not by itself be regarded as a default on the part of EGT;

 

12.2.  In the event that in that legislation orregulations are introduced which ban in whole or in part the operation of theGaming Terminals in Cambodia or other agreed territory in this Heads of Terms,or the same shall be prohibited or become illegal by statute or court decisionor by action of any cognizant governmental agency, the Term of this Heads ofTerms shall be deemed to have terminated as of the date of such prohibition orcessation of such allowance for Gaming Terminals to be operated, but withoutprejudice to the rights of either Party up to the date of termination.

 

12.3 In the event that either of the Parties orany affiliate of that Party acquire or have control or influence over, or arecontrolled or influenced by, any Party or person or business entity which shallbe deemed (in the reasonable opinion based on the results of the background duediligence as contemplated below) by the first Party to be a conflict ofinterest or is likely to result in a material adverse change in the legal,regulatory, ethical or financial prospects of the other Party, the first Partymay terminate this Agreement by immediate written notice in writing.  For the avoidance of doubt this shall includethe successful completion of a background due diligence investigation of thatParty, person or business entity by the relevant Party.

 

12.4. Either Party may terminate on fourteen(14) days further notice where the Parties have been unable to agree newcommercial terms within three months from the start of the negotiation periodin accordance with **Clause 3.4**.

 

12.5         Inaddition to the above, this Agreement shall be deemed terminated withoutfurther notice once EGT has returned all the Gaming Terminals and SGW System inaccordance with **Clause 1.2.2 (ii)(a) or Clause1.2.2(ii)(b).**

 

12.6. Termination under this Clause 12 shall bewithout prejudice to any rights which may have accrued to either of the Partiesprior to such termination.

 

**Article 13:CONSEQUENCES OF TERMINATION**

 

13.1Upon expiry or termination for whatever reason, EGT is obliged to remove all ofSGW’s Gaming Terminals, SGW System, properties, materials and equipment from EGT’s and any of itscontractual partners premises where Gaming Terminals are sited according to anExit Plan (to be agreed by the parties in good faith)  for Cambodia (or other authorized market);The costs (including but not limited to insurance and freight charges) of suchremoval and all the taxes and duties relating to the re-exportation of the SGWSystem out from the relevant authorized market);  shall be shared by the parties equally unlessthe termination is due to the default of any one party in which case all suchcosts and duties shall be borne by the defaulting party. To the extent that theremoval process is not carried out due to EGT’s default, SGW 

 

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shallbe granted unrestricted access to all premises where the SGW System or GamingTerminals are installed, and EGT will reimburse all costs and expensesassociated with the removal and shipping of all such SGW’s equipment to therelevant port in Ireland.

 

13.2.EGT shall return to SGW all and any software,intellectual property licensed hereunder or documentation, and each party shallreturn to the other any documents, copy or other material containingConfidential Information which belongs to the other Party.

 

13.3. Each Party shallmake any outstanding and payable fee or debt due to SGW under this Agreementwithin a maximum period of thirty (30) days of termination.

 

13.4 Clauses 3(Obligation to pay the Royalty Fee) Clause 8 (Ownership of IntellectualProperty), Clause 13 (Consequences of Termination), Clause 15 (ConfidentialInformation), Clause 18 (Third Party Rights), Clause 19 (Entire Agreement),Clause 20 (Severability) and Clause 21 (Jurisdiction and Governing Law) and anyother terms of this Heads of Terms which is either capable of having effect orexpressly continue have effect after termination will continue to be effectivenotwithstanding any expiry or termination until such time as stated in eachrespective case.

 

**Article 14:AMENDMENT ONLY IN WRITING**

 

Amendmentsto this Heads of Terms may be proposed by any one of the Parties by givingnotice in writing to the other Party and shall only be brought in force bywritten agreement of the Parties. The Parties further agree that any proposedamendment shall not suspend the operations of this Agreement until it isimplemented or otherwise.

 

**Article 15.CONFIDENTIAL INFORMATION**

 

15.1.Unless otherwise specified in this Agreement, all confidential informationprovided shall be clearly indicated as confidential information, either orallyor in writing by the party providing the information, at the time of disclosureto the other Party.

 

15.2It is understood and agreed by the parties that the SGW System, GamingTerminals and related software and its corresponding manuals and documentationis confidential information and proprietary to SGW.  It is understood and agreed by the Partiesthat this Heads of Terms, its terms and its conditions are all deemed to beconfidential information under this Clause. EGT and SGW shall in all respectshonor and maintain the confidentiality of such confidential or proprietaryinformation as may be disclosed by one party or the other.

 

15.3Therefore each Party shall hold the confidential information of the other instrictest confidence and, except as previously authorized in writing by theother party, and (i) shall use the confidential information only infurtherance and for the performance of this Agreement, (ii) shall onlycopy confidential information to the minimum extent necessary to perform thenecessary tasks relating to the confidential information, and (iii) shallnot disclose the confidential information to any person or entity except to anygovernment agency and/or employee who has regulatory authority over EGT or SGW,and in respect of each, their parent , subsidiary or related companies,including gaming regulatory agencies, and those employees, auditors, Affiliatesor counsel of the Party to whom the information has been disclosed who have aneed to know the confidential information for purposes of such Party’scompliance with its obligations under this Agreement.

 

15.4EGT agrees that any of SGW’s Confidential Information may only be supplied tocontractual partners who are also similarly bound by confidentiality provisionsto protect the information of SGW which are at a minimum commensurate with therequirements as set out on this Clause 15.

 

15.5Each Party agrees to return any and all confidential information furnished bythe other party promptly at the request of the disclosing party in whateverform the receiving party maintains it. Upon the termination of this Agreement, the receiving party shall notuse any of such confidential information or any material derived from suchconfidential information for any purpose.

 

15.6The Parties each agree that the confidential information they disclose under thisAgreement may be provided to any governmental agency duly authorized and theobligations of confidentiality under this Clause 15 do not apply to informationthat is (i) in the public domain; (ii) known by a party prior todisclosure by the other party; or (iii) independently developed by aparty without relying on the confidential information of the other party.”

 

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**Article 16.FORCE MAJEURE**

 

Non-performance of any of the obligations of SGW**or EGT (other than payment obligations) hereunder due todelays from any cause beyond their respective control which could not byreasonable diligence have been avoided, including the act of governmentalauthority, force majeure, act of God, accident such as fire, failure ofcommunication lines or any common carrier services (telecommunications, power),shortage of fuel or other material shortage, shall be excusable delay and shallnot be a breach of this Agreement. Neither EGT norSGW**shall be liable to the other for anyadditional cost as a result of any such delay.

 

**Article ****17.ASSIGNMENT**

 

SGW shall be entitled to assign the Agreement toa parent company, sister company, or subsidiary which holds all required licencesand has the capacity to fulfil the requirements set forth in thisAgreement.  EGT shall likewise beentitled to assign this contract to an entity holding all necessary licenses,and which additionally is notified to SGW and achieves a successful backgrounddue diligence check in accordance with SGW Compliance Committee procedures andpolicies. All other assignments of this Agreement by either Party are notallowed unless otherwise expressly agreed by the other Party in writing.

 

**Article 18. THIRD PARTYRIGHTS**

 

No term of this Heads of Terms (including thesoftware license granted pursuant to Clause 7) is intended to confer a benefiton, or to be enforceable by, any person who is not a party to this Agreement.

 

**Article 19. ENTIREAGREEMENT**

 

This Heads of Terms (including the licensegranted under this Heads of Terms) and the Schedules thereto contain andconstitute the whole agreement between the parties relating to the subjectmatter hereof and supersedes all prior agreements understanding and arrangementsbetween the parties relating to that subject matter.

 

**Article 20.  SEVERABILITY**

 

If any provision of this agreement is judged tobe illegal or unenforceable, the continuation in full force and effect of theremainder of the provisions shall not be prejudiced.

 

**Article 21:JURISDICTION AND GOVERNING LAW**

 

Anydispute between the parties arising out of or in connection with thisAgreement, including the validity, invalidity, breach or termination thereof,which could not be settled amicably, shall be finally settled under and inaccordance with the laws of the England and the Parties hereby submit to thenon- exclusive jurisdiction of the courts of England and Wales.

 

**Article ****22.COMPLIANCE AND SPECIAL TERMINATION**

 

BothParties acknowledge that the other Party operates under privileged licences ina highly regulated industry, and maintains a compliance program to protect andpreserve its name, reputation, integrity and goodwill through a thorough reviewand determination of the integrity and fitness, both initially and thereafter,of any person or company with which is associates.  This Heads of Terms and the association ofthe Parties thereto is contingent on the continued approval under thecompliance program of the Parties.  EachParty shall cooperate with the other Party as reasonably requested and providesuch information as it may reasonably request on appropriate notice, on itsbehalf or on behalf of any relevant regulatory body.  If either Party is required to withdraw itsapproval of this Heads of Terms then that Party may terminate this Agreementimmediately and neither Party shall have any additional rights hereunder exceptas may be otherwise contained in each of the Agreements.  In addition, either Party may terminate thisAgreement in the event that that Party discovers facts with respect to theother Party that may jeopardise the gaming licences, permits or status of thatParty or any of its subsidiaries or Affiliates with any gaming commission,board or similar regulatory or law enforcement authority.  Performance of this Agreement is contingentupon obtaining any and all necessary initial and continuing approvals requiredby any regulatory agency with jurisdiction over the subject matter of thisAgreement.

 

**Article 23:ADVERTISING APPROVALS**

 

23.1.                        SGW shall provide artwork in the form ofpromotional kits for advertising to EGT and its appointed sub-licensees free ofcharge; however such artwork may only be used for the intended purpose of

 

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advertising the associated Games Compendium from which the artwork isderived, and MUST be approved in writing by SGW in its solediscretion before release to the public or to any third parties.

 

23.2.                        Artwork assupplied by SGW, other than being proportionally resized or dimensionallyskewed must NOT be modified in any other way, UNLESS with express writtenconsent. Specifically, unless otherwise agreed:

 

(i)            alteration,distortion, cropping, or enhancement is not authorised;

(ii)           overlaying orconfusion with nearby text or graphics when used in larger compositions is notauthorised;

(iii)          Artwork must be usedin whole form as supplied with no masking or fading;

(iv)          Artwork must not beused in any manner contrary to the context of the original Game, andspecifically shall not be represented next to any defamatory or libellouscontent;.

(v)           All compilationsusing Game artwork must include “*Under license from ReelTime Gaming*” or alternatively “*Under license from IPC”*if so instructed by SGW.

 

**Article 23: PUBLIC ANNOUNCEMENTS**

 

No Party shall issue or make any publicannouncement to the media or in any other public forum or disclose anyinformation regarding this Agreement unless prior written consent has beenobtained from the other Party (such consent not to be unreasonably withheld ordelayed).

 

The Heads of Terms are acknowledged, acceptedand agreed.

 

**ScientificGames Worldwide Limited**

 
| By:                                                                      |   |   |
|--------------------------------------------------------------------------|--------|--------|
|                                                                     |   |
| Name:                                                                    |   |
| Title:  Director                                                         |   |
|                                                                     |   |
|                                                                     |   |
|                                                                     |   |
| The  above Heads of Terms are hereby acknowledged, accepted, and agreed. |   |
|                                                                     |   |
| **Elixir  Gaming Technologies (Hong Kong) Limited**                      |   |
| ** **                                                               |   |
| By:                                                                      |   |   |
|                                                                          |        |        |  |

 
|   |                                 |
|--------|--------------------------------------|
| Name:  | Clarence  Chung                      |
| Title: |   Chief  Executive Officer |

 

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**Schedule1**

**Specificationof Gaming Terminal**

 

**TheGlobal Draw “APEX” Cabinet**

 

**General Configuration**

 
|   | · | steel cabinet with chrome plating                  |
|--------|--------|----------------------------------------------------|
|   |   |                                               |
|   | · | double  signal candlelight (lightning column)      |
|   |   |                                               |
|   | · | touchscreen on the lower monitor  - 3m serial EXII |
|   |   |                                               |
|   | EXII   |                                               |
|   |   |                                               |
|   | · | two  19” TFT LCD monitors                     |
|   |   |                                               |
|   | · | cpu  secure locking system                         |
|   |   |                                               |
|   | · | wireloom made for our standard                     |
|   |   |                                               |
|   | · | electronic  keysystem                              |

 

 

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**TheSilverBall Gaming Terminals:**

 

****

 

Weight: 87 kg

Packaging: B – 550mm, T –730mm, H – 1290mm

Packagingwith pallet: B – 800mm, T – 800mm, H – 1390mm

 

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**Schedule 2**

 

**WARRANTIES AND INDEMNITIES**

 

EGTrepresents and warrants the following:

 

*Liabilities*

 

1.1.EGTshall pay and be responsible for all and any tax, duties, charges, fines,penalties and interest that relate or attributable to its business (“**Liabilities”)** and indemnify and keep indemnified SGW againstthe Liabilities, or any other liability incurred by SGW which liability aroseout of the failure by EGT to pay such.

 

1.2.EGT agrees and warrants that it shall at all times keep the Gaming Terminalsand related equipment free and clear of any and all mortgages, pledges,security interests, charges, encumbrances, claims and liens of anyone otherthan SGW, and shall not transfer, assign, lend, license or otherwise dispose ofany Gaming Terminals and equipment without SGW’s prior under written consent.EGT shall indemnify on demand and keep indemnified SGW against all and anybreaches of this covenant.

 

*Warrantiesof Compliance with applicable laws*

 

1.2EGT binds and warrants to SGW, and SGW bind and warrants to EGT that as theEffective Date and at all times during the term of these Heads of Terms:

 

1.2.1.All information supplied and all information that will be supplied by it to theother party  is or will be complete, truthful,legal and accurate;

 

1.2.2.It will comply with the applicable laws of the Cambodia including, but notlimited to, applicable anti-corruption, competition, anti-money laundering,licensing, and registration laws;

 

1.2.3.EGT undertakes and warrants that in order to comply with the applicable gamingregulations, it shall also not accept the placement of Internet, telephone orother remote wagers or bets on the Gaming Terminals;

 

1.2.4.It has not made or authorized and will not, directly or indirectly, make orauthorize any payments or gifts, or offers or promises of payments or gifts orthings of value, directly or indirectly, to any official or employee of anynational, state, or local government or any agency or instrumentality thereof,for the purpose of business or improper gain;

 

1.2.5.It will keep accurate books and records in respect of any dealings with theother Party whether pursuant to this Heads of Terms or otherwise;

 

1.2.6.It has not paid, or offered, or agreed to pay any political contributions inrespect of the subject matter of this Heads of Terms and will not do so in thefuture;

 

1.27. Neither it nor any of its shareholders, employees, officers, or directors isan official or employee of a Cambodian, Philippine, U.S. or other national,state, or local Government or any agency or instrumentality thereof, anofficial of a political party, or a candidate for political office.

 

1.2.8.It has not been convicted of or pleaded guilty to a criminal offence, includingfraud or corruption, and that it is not, to the best of its knowledge, subjectof any Government investigation for such offences, and that it is not listed byany Government Agency as debarred, suspended, proposed for suspension ordebarment, or otherwise ineligible for government programs.

 

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