**Exhibit 10.49**

 

**MACHINES OPERATION ANDPARTICIPATION AGREEMENT**

 

This AGREEMENT is entered into **on            December   2008** and executed by and between:

 

**ELIXIR GAMING TECHNOLOGIES (HONGKONG) LIMITED,**acompany incorporated in Hong Kong, with correspondence address at Units 2B &3A, 29/F., The Centrium, 60 Wyndham Street, Central, Hong Kong (“**ELIXIR**”)**;**

 

-and -

 

**E****LIXIRGAMING TECHNOLOGIES****,****INC****.**, a company incorporated in Nevada, withregistered office at 6650 Via Austi Parkway, Suite 170, Las Vegas, Nevada,89119, United States of America (the “Guarantor”);

 

-and -

 

**NAGAWOR****L****D LIMITED**, a company incorporated in Hong Kong, withcorrespondence address at Nagaworld, Hun Sen garden, Phnom Penh Cambodia (the “**VENUE OWNER**”).

 

**WI T N E S S E T H**

## ** **

**WHEREAS :**

 

(A)      ELIXIR is a provider of gaming technology, products and relatedservices;

 

(B)       the VENUE OWNER is the holder of the valid gaming license granted bythe applicable governmental authorities for operating gaming business atNagaWorld in Cambodia, a hotel casino complex owned by the VENUE OWNER (“**NagaWorld**”); and

 

(C)       ELIXIR is desirous of operating and management of the Machines (as definedbelow) within the Prescribed Gaming Hall (as defined below) and the VENUE OWNERagrees to grant the permission to ELIXIR to operate and manage the Machineswithin the Prescribed Gaming Hall upon the terms and conditions as set forth in this Agreement below.

 

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(D)      The Guarantor is the holdingcompany of ELIXIR and whose shares are listed and traded on the American StockExchange. In consideration of theVENUE OWNER agreeing to enter into this Agreement, the Guarantor agrees to guarantee to the VENUE OWNER theperformance by ELIXIR of its obligations under this Agreement.

 

NOW, THEREFORE, the parties agree as follows:

 

##### ***1.            ***AGREEMENT AND UNDERTAKINGS

 

1.1           The VENUE OWNER hereby agrees to grant the permission to ELIXIR and ELIXIR agrees to accept such permission to manage and operate certain electronic gaming machines (****theinitial****number of such machines to be rolledout and the machines-mix thereof shall be determined by the Machines OperationCommittee (as defined in **Clause 1.8 below**))(collectively the “**Machines**”) tobe provided by ELIXIR hereunder****at aprescribed gaming hall within NagaWorld, the location and identification ofsuch prescribed gaming hall is set out in **Schedule A** (the“**Prescribed Gaming Hall**”).  For the avoidance of doubt, the permission tomanage and operate the Machines shall be restricted to the Prescribed GamingHall only and ELIXIR shall have no right to manage and/or operate any Machinesor any other machines or gaming devices in other part of NagaWorld and/or any otherpremises owned by the VENUE OWNER.

 

1.2           Subject to the terms hereof (and in particular **Clauses 2and 3****below**), it is ELIXIR’s obligationsunder the Agreement, at its costs (unless otherwise specified in thisAgreement) to:

 

a.        provide the Machines and the related equipment and systems for use ofthe Machines, including (i) bill validators; (ii) slot managementsystem (whether as a stand alone unit or centrally located); (iii) slotmachine bases; (iv) chairs and (v) such other tools, equipment, spare partsor such other device or parts as may be reasonably required for the operationof the Machines to the VENUEOWNER and install the same (subject to the simultaneous performance of theobligations by the VENUE OWNER under **Clause 1.3(a) below**)at the Prescribed Gaming Hall as soon as reasonably practicable after the dateof this Agreement but in any case shall not be later than 30 days after thedate of determination by the Machines Operation Committee on the initialroll-out number of the Machines and the machines-mix. Notwithstanding theforegoing, the parties 

 

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agreeto use their best endeavour to procure the Prescribed Gaming Hall to be openedfor operation on or before 30 January 2009;

 

b.        provide all necessary technical personnel of ELIXIR to handle alltechnical and maintenance issues that arise in connection with the Machines andthe related systems and equipment supplied by ELIXIR at the Prescribed GamingHall;

 

c.        operate the Machines in the Prescribed Gaming Hall in accordance with the terms ofthis Agreement;

 

d.        comply with all applicable laws that related to its business operationand the operation of the Machinesat the Prescribed Gaming Hall; and

 

e.        perform and comply with such otherobligations/ undertakings on the part of ELIXIR as expressly set out in this Agreement.

 

1.3           Subject to the terms hereof, it is the VENUE OWNER’s obligations underthis Agreement, at its own costs (unlessotherwise specified in this Agreement) to:

 

a.     provide (i) UPS; (ii) Genset; and (iii) CCTVsurveillance systems and all necessary electrical, cabling and otherconnections, fittings and facilities which are reasonably required for theproper installation and operation of the Machines and the related equipment and systems supplied by ELIXIR at thePrescribed Gaming Hall;

 

b.     without prejudice to the generality of foregoing provision, provide thereasonably necessary facilities for the proper installation and operation ofthe Machines and the related equipment and systemssupplied or to be supplied by ELIXIR including but not limited toair-conditioning and stable power supply voltage;

 

c.     carry out the gaming and wagering business and activities, (includingthe Machines in the Prescribed Gaming Hall)  in NagaWorld in accordance with agreementsalready signed with the relevant government authorities and the terms of thisAgreement;

 

d.     comply with all applicable laws that related to its business operationand the operation of the gaming business at NagaWorld 

 

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and the operation of theMachines at the Prescribed Gaming Hall; and

 

e.     perform and comply with such otherobligations/ undertakings on the part of the VENUE OWNER as expressly set outin this Agreement.

 

1.4       Upon request by the Floor Staffs (as defined in **Clause 1.6 below**) of managerial grade:

 

(a)   the VENUE OWNER shall provide, within the Prescribed Gaming Hall, foodand beverage to the players and patrons of the Machines at the rate to be charged by Nagaworld according to **Schedule B** to this Agreement or such other rate as may be determinedby the Machines Operation Committee;

 

(b)   the VENUE OWNER shall provide, within NagaWorld, food and beverage,night club facilities services, karaoke, spa, hotel room, transportationand other hotel facilities services to the high roller or VIP players andpatrons of the Machines at the rate to be charged by Nagaworld according to **Schedule B** tothis Agreement or such other rate as may be determined by the MachinesOperation Committee,

 

provided that the cost payable to the VENUE OWNER (atthe relevant rate set out in **Schedule B** or,as the case may be, in accordance with the determination by the MachinesOperation Committee) for provision of the aforesaid items or services shall be reimbursed from the MarketingFund (as defined in **Clause 1.****5********below**).

 

1.5           ELIXIR and the VENUE OWNER shall set up a fund designated as budgetedmarketing expenditure (“**Marketing Fund**”).Any contribution by ELIXIR and the VENUE OWNER to the Marketing Fund shall bein the proportion of 25% by ELIXIR and 75% by the VENUE OWNER. The annualbudget for the Marketing Fund for the first 12 months from the CommercialCommencement Date (as defined in **Clause 14 below**),theannual budget for the Marketing Fund for the remaining term of this Agreement and the amount and the timing of thecontributions to be made to the Marketing Fund by the parties thereto shall be determined by the Machines OperationCommittee (as defined in **Clause 1.****8****below**) from time to time. In connection with theMarketing Fund, it is agreed that :

 

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(a)       ELIXIR hereby irrevocably authorizes the VENUE OWNER to have controlover the keeping of the Marketing Fund provided that (i) the MarketingFund shall only be applied and used inaccordance with such Marketing Plan (as defined in **sub-clause (b) below**)as approved by the Machines Operation Committee (as defined in **Clause 1.****8****below**) and/or for thepurpose of funding the costs of providing the food and beverages and otheramenities to the players or patrons of the Machines at the Prescribed GamingHall in accordance with **Clause****s********1.4(a) and (b) above**;  (ii) theVENUE OWNER shall keep proper books and records concerning the accumulation andany usage of the Marketing Fund; and (iii) ELIXIR shall have full auditrights (at that its sole costs) regarding the Marketing Fund and the VENUEOWNER shall provide all necessary information that relates to application ofthe Marketing Fund upon reasonable request by ELIXIR;

 

(b)       at such time as ELIXIR and VENUE OWNER deem appropriate, either theparties together or ELIXIR alone shall formulate such marketing and promotionplan and the related budget for the Machines at the Prescribed Gaming Hall (“**Marketing Plan**”) and put forward the same to the MachinesOperation Committee for its approval;

 

(c)       subject to the approval by the Machines Operation Committee, the VENUEOWNER and ELIXIR shall implement the Marketing Plan in accordance with theapproved budget within a reasonable timeframe;

 

(d)       nothing contained in this **Clause 1.****5** shall preclude either (i) the VENUE OWNER(at its sole discretion and which is not obliged to) to carry out, at its owncosts, any additional marketing and promotion plans for NagaWorld or any partthereof (regardless of whether or not such additional marketing and promotionevents will also benefit or cover the Prescribed Gaming Hall) or (ii) ELIXIR(at its sole discretion and which is not obliged to) to carry out, at itscosts, any additional marketing and promotion plans for the Prescribed GamingHallprovided that such additional marketing and promotion plans or eventsformulated or carried out by ELIXIR shall be subject to the prior writtenapproval of the VENUE OWNER (such approval not to be unreasonably withheld ordelayed). The parties agree thatall these additional marketing and promotion events initiated by the respectiveparties shall not be funded bythe Marketing Fund and shall not be subjectto approval by the Machines Operation Committee; and

 

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(e)**      **all records, papers, documents, materials or works (and all theIntellectual Property Rights embedded therein) made or prepared by therespective parties in relation to :

 

(i)    the marketing efforts as set out in **Clause 1.5(d) above** shall belong to and remain theexclusive property of the relevant making or preparing party; and

 

(ii)   the Marketing Plan (as defined in **Clause 1.5(b) above**)shall belong to the VENUE OWNER and ELIXIR jointly provided that nothing contained herein shall preventeither party at any time from using for any purpose it thinks fit any know-howor experience gained or arising from the preparation or implementation of suchMarketing Plan, subject always to complying with the obligations in **Clause 20** in respect of the Confidential Information.

 

Forthe purpose of this Agreement, “**IntellectualProperty Rights**”means patents, trade marks, service marks, design rights (whether registrableor otherwise), applications for any of the foregoing, copyright, know-how,trade or business names and other similar rights or obligations whetherregistrable or not in any part of the world.

 

1.6     In addition to the respective obligations of the parties set out aboveand in the best interest of the operation of the Machines in the PrescribedGaming Hall, it is agreed that the business in the Prescribed Gaming Hall may require such number of staff as maybe approved by the Machines Operation Committee from time to time to providethe relevant services to the players and customers of the Machines at thePrescribed Gaming Hall (collectively “**Floor Staffs**”)provided that :

 

**(a)****  **ELIXIR shall either by itself or procure itsaffiliated company, namely Elixir Gaming Technologies (Cambodia) Limited, to beresponsible for employing the Floor Staffs. All the salaries, wages and relatedexpenses (the amount of which shall be subject to the approval of the MachinesOperation Committee) of the Floor Staffs shall be paid by ELIXIR and shallsubsequently be shared by ELIXIRand the VENUE OWNER in the proportion of 25% by ELIXIR and 75% by the VENUEOWNER;

 

(b)   all the costs for preparing uniforms for the Floor Staffs (the amount of which shall be subject to the approvalof the Machines Operation 

 

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Committee)shall be paid by ELIXIR and shall subsequently be borne as to 25% by ELIXIR and 75% by theVENUE OWNER;

 

(c)   the VENUE OWNER shall provide daily meals to the Floor Staffs at thestaff canteen located within NagaWorld. All reasonable expenses for providing such meals to the Floor Staffs (“**Meal Expenses**”)during the term of this Agreement shallbe shared by the parties in the proportion of 25% by ELIXIR and 75% by theVENUE OWNER;

 

(d)   the parties agree that (i) the VENUE OWNER shall inform ELIXIR inwriting of the amount its share ofthe Meal Expenses for the immediate previous month on monthly basis. ELIXIR shall then separately bill the VENUEOWNER for its portion of the salaries and wages as set out in **Clause 1.6(a) above** together with other relatedexpenses incurred in respect of the Floor Staffs as set out in **Clause 1.6(b) above** LESS ELIXIR’s portion of theMeal Expenses (“**Net Floor Staffs Costs**”) monthlyin each calendar month and the VENUE OWNER shall pay its portion of the NetFloor Staffs Costs on or before **the fifteenth (15th) day**of the following calendar month. Any overdue payment shall bear interest at therate set out in **Clause 3.4 below;**and

 

(e)   ELIXIR shall reserve rights to lay-off any particular Floor Staff andto recruit any replacement thereof provided that the total number of FloorStaffs employed at any given time during the term of this Agreement shall notbe materially lower than the number as determined by the Machines OperationCommittee from time to time.

 

1.7           During the term of this Agreement, the VENUEOWNER agrees and undertakes that it will always maintain thefloor area of the PrescribedGaming Hall with the Machinespursuant to the terms hereof on an exclusive basis provided that the Machinessupplied must be approved by the Machines Operation Committee. For theavoidance of doubt, nothingin this Clause 1.7 shall preclude or prohibit the VENUE OWNER from, at its own costs,leasing, purchasing or acquiring any electronic gaming machine from any thirdparty for operations at any other areas of NagaWorld save and except for thePrescribed Gaming Hall. In the event that the VENUE OWNER has breached thisprovision, ELIXIR may issue a written notice demanding the VENUE OWNER torectify the breach by removing all gaming machines not provided by ELIXIR fromthe Prescribed Gaming Hall in accordance with **Clause****9****.1(a) below**.

 

### **1.**8           Duringthe term of this Agreement, each of the VENUE OWNER andELIXIR shall appoint two of its senior personnel as representatives to form a machine operation committee forthe purpose of operating and management of the Machines at the PrescribedGaming Hall and those 

 

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### **relatedmatters to be managed by this committee as set out in this Agreement (**“MachinesOperation Committee”) and unless agreed in writing by the VENUE OWNERand ELIXIR, the Machine Operation Committee shall always comprise four members. The members of the Machines Operation Committee shall meet (whether byphysical meeting or telephone conference) on at least a monthly basis (with thefirst meeting to be held within one month from the date of this Agreement at which certain mattersrelating to the Machines and the carrying on the electronic gaming machinebusiness at the Prescribed Gaming Hall, including, inter alia, the initialnumber of the Machines to be rolled out and the machines-mix thereof as set outin Clause 1.1 above shall be determined)during the term of this Agreement to jointly approve and monitor the MarketingFund and to review performance results of the Machines and if necessary, to considerthe necessary improvement measures. The quorum for all meetings of the MachinesOperation Committee shall be at least two, one representative from the VENUEOWNER and one representative from ELIXIR. All decisions of the MachinesOperation Committee shall be made by way of unanimous consent of the memberspresent at the relevant meeting.

### ** **

### **Without prejudice to thegenerality of the foregoing, the Machines Operation Committee shall be**in charge of thefollowing functions and/or decisions making :

### ** **

(a)     the determination of annual budget for the Marketing Fund for the first12 months from the Commercial Commencement Date (as defined in **Clause 14 below**), the annual budget for the Marketing Fund forthe remaining term of this Agreementand the amount of the Marketing Fund which may be reasonably incurred and thetiming of contributions thereto by the parties; the consideration, and ifapplicable, approval of any proposed Marketing Plan (as defined in Clause 1.5above); if deemed necessary by the Machines Operation Committee, thedetermination of other rates of cost of providing those items or services bythe VENUE OWNER as mentioned in Clauses 1.4 (a) and (b) above or therate of costs of providing any item or service not mentioned in Schedule B; andthe determination of such other number of Floor Staffs as may be reasonablyrequired for operation of the electronic gaming machine business at the Prescribed Gaming Hall as mentioned in **Clause 1.****6****above**;

 

(b)     the determination of anyreasonably necessary alteration, amendment, modification or addition to theMachines; and the 

 

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determination of thepay-out percentage and/or gaming client winning of any particular Machine (andany subsequent change thereof), provided that the consent of any member of theMachines Operation Committee shall not be unreasonably withheld if the proposedrelevant pay-out percentage and/or gaming client winning is set in accordancewith the then prevailing pay-out policy of the VENUE OWNER for NagaWorld andnot outside the range of 85% to 98% (inclusive of jackpot but exclusive ofloyalty reinvestment);

 

(c)     the determination of the lay-out plan of the Prescribed Gaming Hall andthe location for the Machines tobe placed (and any subsequent change thereof). Once the Machines have beeninstalled according to the approved lay-out plan and location, no Machine shall be moved by either the VENUEOWNER or ELIXIR (or any of theirrespective employees or agents) away from the relevant designated location unless consentsfrom both the VENUE OWNER and ELIXIR are obtained and if the proposed removalof the Machines is due to the fact that the location of any of the Machines affectsthe business of Prescribed Gaming Hall and under such circumstance, the consentshould not be unreasonably withheld by both parties;

 

(d)     the determination of theinitial roll-out number of the Machines and the machines-mix thereof; and anysubsequent increase or decrease in the number of Machines at the PrescribedGaming Hall (provided that any additional electronic gaming machines so addedto the Prescribed Gaming Hall pursuant to the decision of the MachinesOperation Committee shall form part of the Machines and be governed by thisAgreement); any change in gaming machines-mix at the Prescribed Gaming Halland/or any necessary change of games of the Machines provided that when considering whether or not the necessarychange of games is required, the following factors shall be taken into accountby the Machines Operation Committee :

 

(i) a change of gamemay only be required if the Monthly Gross Win (as defined in **Clause 3.1 below**) of a particular Machine for a period ofthree consecutive months falls below 30% of the total floor average gross winof Machines at the Prescribed Gaming Hall for that period; and

 

(ii) notwithstandingthe circumstance mentioned in sub-clause (i) above, there shall not be anychange of game for the relevant 

 

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Machine in issue if theMonthly Gross Win generated by that particular Machine has attained asatisfactory performance level as determined by the Machines OperationCommittee.

 

ELIXIR shall perform therelevant game change within 45 days from the date of relevant determination bythe Machines Operation Committee.

 

1.9                   Notwithstandinganything to the contrary contained herein, for the avoidance of doubt, all thecage control and financial management functions in relation to the Machines atthe Prescribed Gaming Hall shall be responsible by the VENUE OWNER at its solecosts.

 

**2.**             DELIVERY,TAXES AND ACCEPTANCE

 

2.1           ELIXIR shall be responsible for arranging forthe transportation (including but notlimited to the selection of the common carrier) of the Machines, the relatedequipment and systems and/or spare parts and/or devices, and insurance during transit, from theirrelevant places of origin/ manufacturing bases to the Prescribed GamingHall.  All costs and expenses incurred inrelation to such transportation and insurance shall solely be borne by ELIXIR.

 

2.2           It is agreed by the parties that :

 

(a)   ELIXIR will bear all taxes and duties under the applicablejurisdictions of the relevant places of origin/ manufacturing bases for theexport of the Machines, the related equipment and systems and/or spare partsthat supplied by it hereunder and ELIXR will bear all taxes and duties thatrelate to the import (into Cambodia) of the Machines, the related equipment andsystems and/or spare parts.

 

(b)   the VENUE OWNER will bear the monthly gaming taxes in connection withall the gaming operations at NagaWorld (which cover the electronic gamingmachine business operation atthe Prescribed Gaming Hall); and

 

(c)   each party hereto shall bear its own profit or corporate income taxand/or (if applicable) any value added tax and/or any withholding tax on wages,interest and dividends payable by that party.

 

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2.3           Since ELIXIR owns thelegal title to the Machines and,  theinstallation of the Machines and the related equipment and systems at thePrescribed Gaming Hall is the sole responsibility of ELIXIR. ELIXIR shall beresponsible for any defects and subsequent repair of the Machines, the relevantrelated equipment and systems or any part or devices thereof supplied by it, the VENUE OWNER shall dulyaccept the Machines and the related equipment and systems in good faith.

 

**3.**             CONSIDERATION

 

3.1           In consideration of this Agreement and the respective undertakings andobligations of each party hereto, eachparty shall be entitled to share the**MonthlyGross Win**(as defined below) generated by all Machines in thePrescribed Gaming Hall according to the following ratio:

 

(i)            ELIXIR shall be entitled to **Twenty five****percent (25%)****of theMonthly Gross Win****;**and

 

(ii)           the VENUE OWNER shall be entitled to **Seventy fivepercent (75%)****of the Monthly Gross Win****.**

 

For the purpose of this Agreement,

 

“**Monthly Gross Win**” of the Machines at the Prescribed GamingHall represents all amounts played in/ wagered on all the Machines at thePrescribed Gaming Hall during a calendar month reduced by both (i) the winnings (including but not limitedto jackpot, if applicable) paid out and (ii) if applicable, all amountsdeposited into the Machines at the Prescribed Gaming Hall to ensure there are asufficient number of coins to pay out the winnings, during the same month.

 

3.2           The VENUE OWNER and ELIXIR agree that all collections and counting ofmonies from the drops of the Machines shall be performed in the presence ofELIXIR’s personnel and ELIXIR’s personnel shall present to the PrescribedGaming Hall to attend to the collection and counting of monies. The relevantportion of the Monthly Gross Win payable to ELIXIR shall be computed by the VENUE OWNER at the end of everycalendar month, and distribution of which shall be made on or before the **fifteenth (15th) day** of the following calendar month. Savein case of manifest error and subject to **Clause 3.3 below**,the win/loss report prepared by the VENUE OWNER shall be the sole 

 

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basis of computing the Monthly Gross Winand the amounts payable to ELIXIR.

 

3.3           ELIXIR shall have full audit rights (at its sole costs) regarding theperformance of the Machines for the purpose of verifying the amount fordistribution in the Monthly Gross Win and the VENUE OWNER shall provide all reasonably necessary information that relates to theperformance of the Machines (including but not limited to the relevant booksand records) upon reasonable request by ELIXIR for performing such audit. The VENUEOWNER also agrees that it will provide all reasonable assistance, informationand access thereto (including but not limited to allowing ELIXIR and anypersons nominated by ELIXIR to enter into the Prescribed Gaming Hall at any reasonable time with priorappointment) to ELIXIR for its performance of such audit.

 

3.4           All overdue payment from either party under this Agreement shall bearinterest at an annual rate of **18% per annum**from the date when such payment become due up to the actual date of payment.

 

3.5           The VENUE OWNER agrees that all distributions of Monthly Gross Win toELIXIR will be made in the currency collected from the Machines at thePrescribed Gaming Hall.

 

**4.****            ****OWNERSHIP AND TITLE**

 

4.1           The Machines and allrelated equipment and systems, spare parts, components used therein or thereofsupplied by ELIXIR hereunder are and shall remain personal property of ELIXIRnotwithstanding that the Machines and all related equipment and systems, spareparts, components used therein or thereof or any part of it may now orhereafter be affixed to NagaWorld and/or the Prescribed Gaming Hall during the term of this Agreement.

 

4.2           Ownership and titleto each item of the Machines and all related equipment and systems, spareparts, components used therein or thereof supplied by ELIXIR hereunder shallremain with ELIXIR at all times and the VENUE OWNER shall have no right, titleor interest therein except as expressly set forth in this Agreement.

 

4.3           During the term ofthis Agreement and thereafter until ELIXIR has repossessed the Machines, ELIXIR shall procure each piece of the Machines to bear identification showing its inventory and/or serial 

 

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number, and the fact of ELIXIR’sownership, which identification shall not be altered, defaced, covered orremoved by the VENUE OWNER.

 

**4.4**           TheVENUE OWNER acknowledgesand agrees that any and all of the Intellectual Property Rights(as defined in Clause 1.5 above) used or embodied in or in connection with and alltext, audio, video, still images, data (including but not limited to thepatrons/players data base) and information collected by or stored in theMachines, and/or the related equipment andsystems supplied by ELIXIR hereunder shall at all times remain the property of ELIXIRor, as the case may be, the relevant manufacturers and/or developers of theMachines and/or the related equipment and systems.

** **

**5.****            ****REPRESENTATIONS, WARRANTIES ANDUNDERTAKINGS**

 

5.1           Each party hereby represents and warrants to the other party that:

 

(a)           It has the corporate and legal power orauthority to enter into this Agreement and to deliver and perform its obligationshereunder according to the terms of this Agreement, and that it has taken allnecessary corporate and legal or other actions to authorize its entry into andperformance of this Agreement;

 

(b)           This Agreement constitutes legal, valid andbinding obligation, enforceable in accordance with its terms and conditions;

 

(c)           The execution and/or performance of thisAgreement does not and will not contravene any provision of its Articles of Association and Bye-Laws or any other equivalent constitutional documents, does not and will not violate any applicable laws orregulations of the jurisdiction of its incorporation or organization, and doesnot and will not conflict with or result in a breach of any contract, agreementor other obligation to which it may be bound; and

 

(d)           All consents, approvals, licenses, permits,authorizations, declarations, filings and registrations necessary for the dueexecution, delivery, and performance of this Agreement have been obtained oreffected, and all such consents, approvals, licenses, permits, authorizations,declarations, filings and registrations remain in full force and effect duringthe term of this Agreement.

 

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5.2           Without prejudice tothe generality of foregoing provisions in **Clause4 above,** during the term of this Agreement and thereafter untilELIXIR has repossessed the Machines :

 

(a)   the VENUE OWNER undertakesthat it will take all reasonable care and security control of the Prescribed Gaming Hall and ELIXIR undertakes that the Machinesshall be kept in good and serviceable condition (reasonable fair wear and tearand deficiency, defect or break down arising from normal usage excepted) andsince ELIXIR has the legal title to the Machines, ELIXIR shall insure the Machines against loss of or damage tothe Machines howsoever caused (including those loss or damage caused by thenegligence of ELIXIR’s staff or agent);

 

(b)   the VENUE OWNER represents that the business in the Prescribed GamingHall has obtained all necessary governmental or third party’s permissions, licences (including but not limited to relevant gaming license),permits, approvals and consents and undertakes to use its best endeavours tokeep such permission, licences, permits, approvals and consents effectivethroughout the term of this Agreement and each party undertakes to the otherthat it will comply with all applicable laws in relation to the operation ofthe Machines at the Prescribed Gaming Hall;

 

(c)   each of the VENUE OWNER and ELIXIR undertakes to each other that it willnot and will procure their respective employees or agents not to, make orcause or permit to be made any alteration, amendment, modification oraddition to the Machines, or any part or component (except maintaining and/or repairing of the Machines as set out insub-clause (d) of this **Clause 5.2**) thereofwithout the approval of the Machines Operation Committee and that any suchalteration or modification, if approved by theMachines Operation Committee, of whatsoever kind shall belong to and becomethe property of ELIXIR and form part of the Machines;

 

(d)   the VENUE OWNERundertakes that it will not and will procure its employees or agents not to, carry out any repair and/or maintenanceworks to the Machines by itself unless such repair and/or maintenance works areperformed by ELIXIR’s technician; or (ii) with the presence of/ under theinstructions of ELIXIR’s technician;

 

(e)   the VENUE OWNER undertakes that it will permit ELIXIR andany technical persons nominated by ELIXIR to enter into the Prescribed GamingHall at any time so as to inspect and/or repair the Machines, if necessary andto enable ELIXIR and its authorised personnel to perform its obligations orexercise its rights hereunder (including but not limited to the carrying out ofthe relevant audit pursuant to **Clause 1.****5****(a)(iii) and/or Clause 3.3**and theoverseeing of the collectionsand 

 

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countingof monies from the drops of the Machines pursuant to **Clause 3.2**);

 

(f)    each of the VENUE OWNER and ELIXIR undertakes to the other that it willnot use or permit the Machines to be used in contravention of any statutoryprovision or regulation or in any way contrary to law or for any purpose forwhich the Machines are not designed or reasonably suitable;

 

(g)   ELIXIR undertakes that, unless with the prior approval of the VENUEOWNER it will not sell or offer for sale, assign, mortgage, pledge, create any charge, lienor encumbrances,  sub-let or lend outthe Machines or in any way part with the Machines or any interest therein;

 

(h)   the VENUE OWNER and ELIXIRundertakes to each other that it will punctually pay, if applicable, theirrespective own license fees, service charges, taxes, levies and other outgoingsor payments for the carrying on the gaming machine business in the PrescribedGaming Hall . For the avoidance of doubt, the VENUE OWNER shall be solelyresponsible for paying (if applicable) electricity, gas, water and otherutilities charges, property tax and related duties in respect of NagaWorld andmore particularly, the Prescribed Gaming Hall;

 

(i)    the VENUE OWNERundertakes that it will not and will procure its employees or agents not to,move the Machines or any part thereof from the Prescribed Gaming Hall to otherlocation without ELIXIR’s prior consent in writing; and

 

(j)    ELIXIR warrants thatall the Machines used for the operation in the Prescribed Gaming Hall have beenfully paid for and the Machines are not subject to any charge, lien orencumbrances, foreclosure or any court proceedings, any litigation or claims byany third party.

 

5.3       Each of the VENUE OWNER and ELIXIRhereby warrants that it shall indemnify, defend and save harmless from the other, fromand against all claims, lawsuits, losses, damages and expenses arising out ofor resulting from any breach or inaccuracy of its relevantrepresentations, warranties or undertakings set out in this Agreement**.**

 

**6.****             G****UARANTEE**

 

6.1           In consideration of the VENUE OWNER agreeing to enter into this Agreement,the Guarantor hereby guarantees to the VENUE OWNER and its permittedsuccessors, transferees and assigns the due and punctual performance andobservance by ELIXIR of all its obligations under this Agreement or arisingfrom any termination of this Agreement and if the ELIXIR defaults in payment ofany sum when 

 

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due or any amount payable to the VENUE OWNER underthis Agreement or arising from its termination, the Guarantor shall immediatelyon demand by the VENUE OWNER, unconditionally pay that amount to the VENUEOWNER as if it was ELIXIR and, without prejudice to the foregoing, as anindependent and primary obligation of the Guarantor. The Guarantorunconditionally and irrevocably agrees to indemnify and keep indemnified the VENUEOWNER from and against all losses, damages, costs, claims, liabilities, demandsand expenses of whatsoever nature which it may suffer or incur arising from thefailure of ELIXIR to comply with any of its obligations, or discharge any ofits liabilities under this Agreement or through any of the guaranteed obligations becomingunenforceable, invalid, or illegal (on any grounds whether known to them or to ELIXIRor not).

 

6.2           If any of theobligations of ELIXIR that are the subject of the guarantee contained in this **Clause****6**(such guarantee being hereinafter referred to as “the Guarantee”) cease to bevalid or enforceable (in whole or in part) on any ground whatsoever (including,but not limited to, any defect in or want of powers of the relevant party orirregular exercise thereof or any lack of authority on the part of any personpurporting to act on behalf of the relevant party or any legal or otherlimitation, disability or incapacity, or any change in the constitution of, orany amalgamation or reconstruction of, or the liquidation receivership orinsolvency of the relevant party), the Guarantor shall nevertheless be liableto the VENUE OWNER in respectof the purported obligation or liability as if the same were fully valid andenforceable and the Guarantor was the principal obligors in respect thereof.

 

6.3           The liabilities of theGuarantor under the Guarantee shall not be discharged or affected in any wayby:-

 

(a)           the VENUE OWNER compounding or entering into any compromise,settlement or arrangement with ELIXIR or any other person; or

 

(b)           any variation, extension, increase, renewal, determination, releaseor replacement of this Agreement whether or not made with the consent orknowledge of the Guarantor; or

 

(c)           the VENUE OWNER granting any time, indulgence, concession, relief,discharge or release to ELIXIR or any other person realising, giving up,agreeing to any variation, renewal or replacement of, releasing, abstainingfrom or delaying to taking advantage of or otherwise dealing with any securitiesfrom or 

 

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other rights orremedies which it may have against ELIXIR or any other person; or

 

(d)           any other matter or thing which, but for this provision, mightexonerate or affect the liabilities of the Guarantor.

 

6.4           The VENUE OWNER shallnot be obliged to take any steps to enforce any rights or remedy against ELIXIRbefore enforcing the Guarantor.  TheGuarantee is in addition to any other security or right now or hereafteravailable to ELIXIR.

 

**7****.****            ****INSURANCE**

 

7.1       The VENUE OWNER shall, atits own expenses, insure the property (other than the Machines and the relatedequipment and systems supplied by ELIXIR) and the premises within thePrescribed Gaming Hall with any insurance companies as it deems proper againstall loss or damage to them that may be occurred.

 

7.2       ELIXIR shall, at its ownexpense, insure the Machines and the related equipment and systems supplied by ELIXIR (includinginsurance for those loss or damage caused by the negligence of ELIXIR’s staffor agent) with any insurance companies as it deems proper againstall loss or damage to them that may be occurred after the same being deliveredonto the Prescribed Gaming Hall.

 

7.3       When ELIXIR takes out suchinsurance policy as mentioned in **Clause****7****.2 above**, the VENUE OWNERshall upon written request by ELIXIR atany time to allow the personnel(s) of such insurance company to enter intothe Prescribed Gaming Hall at reasonable timewith prior appointment to inspect, examine and take stock of the relevantMachines and the related equipment and systemssupplied by and belongs to ELIXIR.

 

7.4           When ELIXIR takes out suchinsurance policy as mentioned in **Clause****7****.2 above**, ELIXIR shallprovide a copy of the terms and conditions of the relevant insurance policy tothe VENUE OWNER. Subject to the provision of copy of such terms and conditions(or a summary thereof), the VENUE OWNER and ELIXIR undertakes and agrees to the other that it will not use or allowthe Machines and the related equipment and systems provided by ELIXIR to beused for any purpose not permitted by the terms and conditions of any policy ofinsurance for the time being relating to the Machines and such related equipmentand systems and 

 

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the VENUE OWNER and ELIXIR shall not do or allow to be done any act orthing whereby such insurance may be invalidated.

 

7.5           In theevent of any loss of or damage to all or any part of the Machines and therelated equipment and systems and ELIXIR initiatesclaims against any insurance company, the technical personnel of ELIXIR shall giveimmediate notice to VENUE OWNER and upon reasonable request by ELIXIR, theVENUE OWNER shall provide such reasonable assistance to ELIXIR in relation tothe making of any appropriate claim or claims under the said insurance policy.

 

7.6           In the event of any loss of or damage to anyproperty or premises at the Prescribed Gaming Hall and the VENUE OWNERinitiates claims against any insurance company, the VENUE OWNER shall give immediate notice to ELIXIR and upon reasonable request by the VENUEOWNER, ELIXIR shall provide such reasonableassistance to the VENUE OWNER in relation to the making of any appropriateclaim or claims under the relevant insurance policy.

 

**8****.****            ****MODIFICATIONS**

 

8.1           No modifications or amendments of thisAgreement shall be valid unless the same is made in writing and signed by theauthorized signatories of both VENUEOWNER and ELIXIR to signify mutual agreement.

 

8.2           No waiver of any provision of this Agreement shall be valid unless made in writingand signed by the authorized signatory of the party against whom it is soughtto be enforced.

 

8.3           The failure of a party at any time to insistupon strict performance of any condition, promise, agreement, or understandingas set forth herein shall not be construed as a waiver or relinquishment of theright to insist upon strict performance of the same or other condition,promise, agreement, or understanding at a future time.

 

8.4           Nothing herein shall be construed as tocreate a relationship of partnership, joint venture, or agency between theparties hereto and no agent, employee or contractor of either the partiesherein shall be deemed to be the agent, employee or contractor of the other.

 

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**9****.****            ****TERMINATION AND RETURN OFMACHINES**

 

9.1           Prior to theexpiration of the term of this Agreement, either ELIXIR or the VENUE OWNER may terminate this Agreement :-

 

(a)   by immediatewritten notice to the other party (the “**Defaulting Party**”)if the Defaulting Party is in material breach of any terms of this Agreementand, where the breach is capable of remedy, the Defaulting Party has failed toremedy the breach within 15 days of the date of a written notice from thenon-defaulting party is served to theDefaulting Party specifying thebreach and requiring its remedy; or

 

(b)   by immediate written notice to the DefaultingParty if the Defaulting Party goesinto liquidation (whether compulsory or voluntary except for the purpose of a bona fide reconstruction or amalgamation)or bankruptcy or it shall become insolvent or enter into any composition orscheme of arrangement with its creditors; or

 

(c)   by immediate written notice to the DefaultingParty if the Defaulting Party isfound to be violating any provision of any Anti-Money Laundering Law (ifapplicable) or any applicable law of the jurisdiction in which the PrescribedGaming Hall is located or any law of the jurisdiction in which the DefaultingParty is incorporated, in relation to this Agreement and the transactionscontemplated hereunder ; or

 

(d)   if theparties fail to reach an agreement after the good faith negotiations inaccordance with **Clause 16 below; or**

 

(e)   pursuantto**Clause 19 below.**

 

**9**.2           In addition to Clause 9.1 above, either the VENUE OWNER orELIXIR may terminate this Agreement by written notice to the other upon receiptof directives from the Cambodian Government including revocation of the gaminglicense to operate gaming and slot business at NagaWorld and more particularly,the Prescribed Gaming Hall.

** **

9.3           For the avoidance of doubt but withoutmodifying or limiting the respective parties’ rights under **Clause****9****.2 above**, neither party shalluse any regulatory issues/ governmental requirement as a subterfuge to improperlyterminate this Agreement.  In case thetermination is due to **Clause****9****.2,** and if within aperiod of 12 months after the said termination, the Government’s instruction orpolicies leading to the termination were subsequently lifted or, as the casemay be, the gaming license to operate gaming and slot business at thePrescribed Gaming Hall, were subsequently re-granted to the VENUE OWNER, theVENUE OWNER hereby agrees to give a first right of refusal to 

 

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ELIXIRfor entering into a slot machine leasing arrangement on at least the same termsof this Agreement. This provision shall survive until 12months from the date of terminationof this Agreement.

 

9.4           Upon theexpiration or termination of this Agreement :

 

(a)   ELIXIR shall be entitled toremove the Machines and any related equipment and systems, spare parts orcomponents used therein or thereof;

 

(b)   the VENUE OWNER shallauthorise ELIXIR and its personnel to enter into NagaWorld and more particularly,the Prescribed Gaming Hall at reasonable time with prior appointment, to removeand regain possession of the Machines and any related equipment and systems, spareparts or components used therein or thereof supplied by ELIXIR hereunder andall costs related to such removal and transportation (including but not limitedto the cost of insurance during transit) of the Machines and any relatedequipment and systems, spare parts or components used therein or thereofsupplied by ELIXIR hereunder from the Prescribed Gaming Hall to the propertiesbelonging to ELIXIR (whether within or outside Cambodia) shall be borne byELIXIR;

 

(c)   on best endeavour basis,the VENUE OWNER shall, upon the request by ELIXIR, provide all necessaryassistance in relation to the clearing of all applicable custom procedures forthe purpose of re-exporting from Cambodia the Machines and all relatedequipment and systems, spare parts or components supplied by ELIXIR; and

 

(d)   if after deducting all relevantpayments, costs and/or expenses incurred on before the termination of thisAgreement in accordance with the terms of this Agreement and there is anycredit balance in the Marketing Fund, the same shall, as soon as reasonablypracticable, be returned to the respective parties according to theirrespective contribution proportions, namely 25% thereof to ELIXIR and 75% tothe VENUE OWNER.

 

9.5           Anytermination or expiration of this Agreement shall be without prejudice to anyrights or liabilities of any party to sue or claim damages against the otherparty accrued in respect of any breach of any other party of any of itsobligations (including any outstanding financial commitments) as provided underthis Agreement.

 

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9.6           [Subject to **Clause****9****.5 above** and to the extent permitted by applicablelaw, neither party will be liable to the other on account of termination orexpiration of this Agreement for reimbursement or damages for the loss ofgoodwill, prospective profits or anticipated income.]

 

9.7           Any terms or conditions of this Agreement which are capable of having effect afterthe termination or expiration of this Agreement shall remain in full force andeffect following the termination or expiration of this Agreement.

 

**10****          ****OTHER TERMS**

 

10.1         Nothing in this Agreementor in any transaction effected under this Agreement shall constitute eitherparty or any of its employees or authorized personnel an agent of the otherparty with respect to any matter whatsoever or in relation to any person.Nothing in this Agreement or in any transaction effected under this Agreementshall constitute the VENUE OWNER having any business or partnershiprelationship with ELIXIR other than such business relationship as contemplatedunder this Agreement. For clarity, the parties herby agree that the VENUE OWNERhas no other financial interest or any other interest in ELIXIR or its businessother than as specified in this Agreement. The VENUE OWNER has no part at allto play in the promotion, management and operation of any aspect of ELIXIR’sother business in Cambodia. Neither party shall not make any representation orwarranty to any person on behalf of the other party and shall not act orpurport to act on behalf of the other party in relation to any matter ortransaction except as specifically authorized (if any) under this Agreement orwith the prior written consent of the other party.

 

10.2      All the employees of theVENUE OWNER and ELIXIR shall reasonably obey and comply with the **“Rules & Regulations”** of NagaWorld which means the rules andregulations of NagaWorld as amended, supplemented or otherwise modified fromtime to time, including but not confined to the House Rules, anti-moneylaundering policies and procedures, Internal Control Rules and other rules asmay be subsisting or introduced by the VENUE OWNER from time to time andgenerally apply to the entire NagaWorld.

 

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**1****1****.****         ****ASSIGNMENT**

 

**Neitherparty shall be allowed to assign any of its interest or obligations under thisAgreement to any other person or entity without the express written consent ofthe other parties.**

** **

**1****2****.****         ****BINDING EFFECT**

 

**All termsand conditions of this Agreement shall be binding upon, and inure to thebenefit of, the parties and subject to**Clause 11 above,their permitted successors and assigns.

** **

**1****3****.****         ****GOVERNING LAW**

 

This Agreement and the rights and obligations of the parties hereundershall be construed and interpreted in accordance with and shall be governed bythe laws of Hong Kong and the parties hereby submit to the exclusivejurisdiction of the courts of Hong Kong.

 

# **14.**          TERM AND EFFECTIVITY

 

**Subjectto any earlier termination in accordance with** Clause 9 above, thisAgreement shall be valid for a period of Five (5) years beginning from the actual day of launching of the live commercialoperation of the Machines at the Prescribed GamingHall provided that such day shall not be later than 21 days (or such longerperiod as may be approved by ELIXIR in writing) after the Machines have beeninstalled at the Prescribed Gaming Hall (the “CommercialCommencement Date”).  The VENUE OWNER agrees that it will bywritten notice confirm and inform ELIXIR of the Commercial Commencement Date.

 

##### ***15.***          SETTLEMENT OF DISPUTES

 

15.1             If a dispute or difference shall arisebetween the parties as to the interpretation of this Agreement or as to anymatter or thing of whatsoever nature arising under or in connection with thisAgreement, then the disputing party shall notify the other party in writing (“**Notice of Dispute**”).Upon receipt of theNotice of Dispute, the parties hereto shall be given 30days to resolve the dispute and authorised representative of the relevantparties shall meet and try in good faith to resolve the dispute.

 

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15.2             If the dispute is not resolved within 30 days fromthe date of the Notice of Dispute (or such other extended period as may bemutually agreed by the parties) then the parties may refer the dispute forlitigation and submit to the exclusive jurisdiction of the courts of Hong Kong.

 

**16.****         ****RENEGOTIATION**

 

**In theevent that any fact and circumstance which may arise or be discovered whichrender this Agreement void under the applicable requirements or instructions ofthe relevant government authorities, the parties hereto agree to immediatelyrenegotiate in good faith with a view to revising its terms and conditions forcompliance with such requirements or instructions from the relevant governmentauthorities and in case the parties fail to reach a compromise within 90 daysfrom the commencement date of such negotiation or such period as may bemutually agreed by the parties or prescribed by the applicable governmentauthorities, then either party may terminate this Agreement by giving to theother party 14 days written notice at any time after the expiration of the saidnegotiation period.**

** **

**17.**          NOTICES AND COMMUNICATIONS

** **

**Anynotice or other communications required or contemplated by this Agreement shallbe given in the English language by personal delivery or sent by a registeredmail letter, by facsimile or email at the following respective addresses**(or such other address as may be specified by either partyto the other by written notice):

 

If to ELIXIR :

 

Address: Units 2B & 3A, 29/F., The Centrium, 60 Wyndham Street, Central, HongKong

 

Fax number : (852)-2147 3230

 

Contact Persons : Tony Lam and Edmond Choi

 

Email Addresses :tonylam@elixirgaming.com and edmondchoi@elixirgaming.com

 

If to the Guarantor :

 

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Address: Units 2B & 3A, 29/F., The Centrium, 60 Wyndham Street, Central, HongKong

 

Fax number : (852)-2147 3230

 

Contact Persons : Tony Lam and Edmond Choi

 

Email Addresses :tonylam@elixirgaming.com and edmondchoi@elixirgaming.com and

 

If to the VENUE OWNER:

 

Any notice delivered or sentin accordance with this clause will be deemed to have been given and received:

 

(a)   if delivered by hand, upon receipt;

 

(b)   if posted within Hong Kong, 3 days after posting or if posted overseas,7 days after posting;

 

(c)   if sent by facsimile transmission, upon confirmation of correcttransmission of the facsimile and

 

(d)   if sent by email, the said email has to be sent to at least two contactpersons of the receiving partyand 24 hours after sending.

 

**18.**          MISCELLANEOUS

 

18.1         This Agreement and its annexure are thecomplete and exclusive agreement between the parties with respect to thesubject matter hereof, superseding and replacing any and all priorrepresentations, agreements, communications, and understandings (both writtenand oral and expressed or implied) regarding such subject matter (whichincludes, but not limited to the formeragreement).

 

18.2         If any provision of this Agreement is found invalid or unenforceable,that provision will be enforced to the maximum extent permissible, and theother provisions of this Agreement will remain in force.

 

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18.3         All headings to clauses herein are insertedfor convenience only and shall not be interpreted or affect the construction ofthis Agreement. Words importing the singular number shall include the pluraland vice versa and a gender shall include all genders and the neuter. TheRecitals and Schedules attached hereto form part of this Agreement.

 

18.4         Unless required bylaw, regulation or gaming authority or therequirement of any stock exchange, each party agrees that it will not,issue any news release, public announcement, or advertisement relating to thisAgreement or its subject matter, nor will it otherwise publicise this Agreementor its subject matter, without first obtaining the written approval of otherparty.

 

**19.****         ****FORCE MAJEURE**

 

Force Majerure shall include eventsbeyond any party’s control include, but are not limited to, acts of God, war,civil commotion, labor disputes, strikes, fire, flood or other casualty,shortages of labor or material, government regulation or restriction andweather conditions. In case of any force majeure event leading to a closure ofbusiness of NagaWorld or more particularly, the Prescribed Gaming Hall, orsuspension of operation of a majority number of the Machines for more than 60(sixty) consecutive days, either party shall be entitled to terminate thisAgreement by immediate written notice to the other party.

 

**20.**          CONFIDENTIALITY

** **

20.1         Each party (the “**Receiving Party**”)acknowledges that it may become acquainted with the confidential or proprietarydata or information in connection with this Agreement of the other party (the “**Disclosing Party**”). For the purposes of this clause,confidential information shall include all the information provided to theReceiving Party or which may become known to the Receiving Party as a direct orindirect result of the performance by this Agreement, or otherwise inconnection with this Agreement. The Disclosing Party’s confidential informationshall include, without limitation, all the information that (i) by itsnature would reasonably be considered of a confidential nature or due to thecontext in which the information was disclosed should have been reasonablyknown by the Receiving Party to be confidential or (ii) is identified assuch by appropriate markings thereon or otherwise identified as confidential orproprietary at the time of disclosure (collectively, “**ConfidentialInformation**”).

 

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20.2         Subject to law, regulation or gaming authority or the requirement of any stock exchange, the Receiving Party agrees to hold the Disclosing Party’s ConfidentialInformation in confidence, to use same only if required for the performance ofits obligations under this Agreement and to refrain from disclosing same to anythird parties or to its own employees other than those (i) who reasonablyneed to know the same for the performance of this Agreement, (ii) who havebeen informed by the Receiving Party of the confidential nature of theinformation and (iii) who are bound by written confidentiality agreementswith terms and conditions at least as stringent as the terms in this Agreement.The Receiving Party shall be liable for any use of such information by itsemployees or representatives in breach of this Agreement.

 

20.3         The Receiving Partyagrees to use the same degree of care to protect the Disclosing Party’sConfidential Information as it would with respect to its own information oflike importance which it does not desire to have published or disseminated, butin any event no less than reasonable care. If the Receiving Party faces legalaction or is subject to legal proceedings requiring disclosure of theDisclosing Party’s Confidential Information, then, before disclosing any suchConfidential Information, the Receiving Party will promptly notify theDisclosing Party and, upon the Disclosing Party’s request, cooperate with theDisclosing Party in contesting such request. This Clause shall remain in effectfor a period of one (1) year after any termination of this Agreement;provided, however, that if any such Confidential Information is reasonablydefined by the Disclosing Party as a trade secret, this Clause shall remain ineffect for so long beyond that period as such Confidential Informationcontinues to be a trade secret. All Confidential Information of the DisclosingParty shall remain the property of the Disclosing Party and shall be returnedto it at its request.

 

**IN WITNESS WHEREOF**, the parties hereof caused this Agreement tobe executed on the date first above written.

 

 
| **SIGNED  by**                      | )      |   |
|-------------------------------------|--------|--------|
| ** **                          | )      |   |
| **for  and on behalf of****ELIXIR** | )      |   |
| **GAMING TECHNOLOGIES**             | )      |   |
| **(HONG KONG) LIMITED**             | )      |   |
|                                | )      |   |
|                                |   |   |
|                                |   |   |

 

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| **EXECUTED  as a DEED by****ELIXIR** | )      |                  |
|--------------------------------------|--------|-----------------------|
| **GAMING TECHNOLOGIES, INC.**        | )      |                  |
| ** **                           | )      |                  |
| in the presence  of :-               | )      | Authorised  Signatory |
|                                 |   |                  |
|                                 |   |                  |
|                                 |   |                  |
|                                 |   |                  |

 
| **SIGNED  by**             | )      |                  |
|----------------------------|--------|-----------------------|
| ** **                 | )      |                  |
| **for  and on behalf of**  | )      |                  |
| **NAGAWORLD****LIMITED**   | )      |                  |
| **in  the presence of :-** | )      |                  |
|                       |   | Authorised  Signatory |

 

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**Schedule A**

 

**Addressand location of the Prescribed Gaming Hall**

 

The prescribed gaming hall****within NagaWorld,****the HotelCasino complex of the VENUE OWNER located at the south of Samdech Hun Sen’sPark and the east of the Ministry of Cult and Religion Land, Phnom Penh, theKingdom of Cambodia. For the avoidance of doubt, the Prescribed Gaming Hallcomprises certain designated areas within Nagaworld agreed by the partieshereto and more particularly identified as the areas highlighted in Yellow inthe floor plan of Nagaworld attached hereto.

 

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**Schedule B**

 

List of Food and Beverages and other servicesto be provided by the VENUE OWNER and the Charging Rate thereof

 

**(A)****         ****Listof drinks free of charge**

 

(i)            Water

(ii)           English Tea

(iii)          Chinese Tea

 

**(B)****         ****List of services andproducts to be charged at the rate of 60% of the Standard Commercial Rate as setout in the Menu or in accordance with the Practice of NagaWorld**

 

(i)            spa

(ii)           night clubfacilities service

(iii)          karaoke

(iv)          hotel room

(v)           hotel facilities

(vi)          transportation

(vii)         food and beverageother than those items as set out in (A) above

 

Save as set out above and subject to theagreement by the Machines Operation Committee, all other products and/orservices provided by the VENUE OWNER shall be charged at the standardcommercial rate.

 

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