**EXHIBIT 10.6(A)**

**SEVERANCE AGREEMENT**

This SEVERANCE AGREEMENT (the “Agreement”) is entered into this 9th day of February, 2007 (the “ExecutionDate”), by and between American Wagering, Inc., a Nevada corporation (the “Company”)and Timothy Lockinger, whose present residential address is 4770 South ArezzoAve, Pahrump, Nevada 89061 (“Lockinger”) (together the “Parties”).

In consideration of the covenants, representationsand warranties set forth herein, and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the Parties herebyagree as follows:

1.     ***Definitions and Interpretations***

1.1.      Certain terms used herein shall have themeanings attributed to such terms in Schedule 1.

1.2.      All of the defined terms as set forth inSchedule 1, if defined in the singular, shall also retain such general meaningif used in the plural, and if used in the plural, shall retain the generalmeaning if used in the singular.

2.     ***Lockinger Representations,Warrants and Covenants***

Lockinger represents, warrants and covenants that all of the followingare true, accurate and complete:

2.1.      Lockinger’s relationship with the Company hasbeen on an employee basis as a Chief Financial Officer (“CFO”) and that Lockingercommenced his status as CFO under that certain Executive Employment Agreement (“EmploymentAgreement”) executed on June 28, 2002, and effective on July 1, 2002 (the “StartDate”);

2.2.      All Contracts that directly or indirectlywere a result of any effort on the part of Lockinger whether before or afterthe Start Date and entered into by: (a) the Company, (b) Lockinger within thescope of Lockinger’s relationship with the Company or (c) Lockinger on behalfof the Company (the “Company Contracts”) are the sole and exclusive property ofthe Company, and Lockinger has no right to represent in any manner that Lockingeris a beneficiary of any right, title or interest in and to the CompanyContracts;

2.3.      Lockinger has no right, title, interest orlicense to any Company Property;

2.4.      The Company owes no sum, compensation,payment or other amount to Lockinger other than the payment set forth inSection 4 below; and

2.5.      The provisions of this Agreement arereasonable in light of the legitimate business needs of the Company, and Lockingerwill be able to earn a living and will not be unduly burdened by therestrictions on future employment imposed by this Agreement.

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3.     ***Employment Termination***

Lockinger’s Employment Agreement and his relationshipwith the Company is hereby terminated as of December 14, 2006, (the “EffectiveDate”), including, without limitation, Lockinger’s status as employee.

4.     ***Severance***

4.1.  Subject to Lockinger’s full and faithfulperformance of Lockinger’s obligations pursuant to this Agreement and otherterms and conditions of this Agreement, Company shall pay to Lockinger amonetary amount of Two Hundred Seventy Thousand Dollars and Zero Cents($270,000), equal to twenty-one and six tenths (21.6) months of salary, lessall applicable taxes and withholdings paid by check and reported on InternalRevenue Service (“IRS”) Form W-2.  Themonetary amount payable to the Employee shall be made in a lump sum withinseven (7) business days following Employee’s execution of this Agreement; and

4.2.  Employee understands and affirms that, exceptas specifically set out in this Agreement, no other wages, vacation pay, sickpay, paid time off, leave time, commissions, bonuses, benefits, or othercompensation is due to Employee.

5.     ***Further Assurances***

5.1.      Lockinger shall execute, acknowledge anddeliver any and all Documents and shall perform any and all acts which shall bereasonably required in order for the Company to record, register, perfectand/or procure any Company Rights, and Lockinger shall execute any proper oathor verify any proper Document in connection with carrying out this provision;and

5.2.      Lockinger shall reasonably cooperate with theCompany to effect a smooth transition with respect to any activities Lockingerengaged in on behalf of the Company, at the Company’s behest, and otherwise inthe conduct of Lockinger’s employee activities; including, without limitation,providing the Company with (or directing the Company to the location of) allCompany Contracts, sourcing and customer contact information, purchase order information,and other sales, marketing, promotional and related information in any Mediawhatsoever.

6.     ***Release***

6.1.      Unless the Company fails to complete and/ortimely perform its obligations pursuant to this Agreement, Lockinger foreverreleases and discharges the Company and the Company’s past and presentsubsidiary corporations, parent corporations, affiliates, partners, jointventurers, successors, assigns, contractors, subcontractors, officers,directors, shareholders, employees, agents, attorneys and insurers (in theirindividual and representative capacities) (collectively, the “Company ReleasedParties”), from any and all claims, demands, Losses, actions, causes of action,suits, debts, promises, obligations, liens, indemnities, subrogations (contractualor equitable) or duties, of any nature, character or description whatsoever,whether known or unknown, fixed or contingent, accrued or not yet accrued,matured or not yet matured, anticipated or unanticipated, asserted orunasserted, with respect to, relating to, or arising out of, directly orindirectly, any act or omission on the part of any or all of the CompanyReleased Parties in existence as of the Effective Date and/or arising out offacts in existence as of the Effective Date; and

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6.2.      Unless Lockinger fails to complete and/ortimely perform his obligations pursuant to this Agreement, the Company foreverreleases and discharges Lockinger from any and all claims, demands, Losses,actions, causes of action, suits, debts, promises, obligations, liens,indemnities, subrogations, (contractual or equitable) or duties, of any nature,character or description whatsoever, whether known or unknown, fixed orcontingent, accrued or not yet accrued, matured or not yet matured, anticipatedor unanticipated, asserted or unasserted, with respect to, relating to, orarising out of, directly or indirectly, any act or omission on the part of Lockingerin existence as of the Effective Date and/or arising out of facts in existenceas of the Effective Date.

7.     ***Confidential Information***

7.1.      In perpetuity, unless expressly authorized byan Officer, Lockinger shall not Disclose any Confidential Information and/orCompany Trade Secrets to any Person or Use any Confidential Information and/orCompany Trade Secrets in any manner whatsoever.

7.2.      If Lockinger is requested or required (byoral questions, interrogatories, requests for information or documents in legalproceedings, subpoena, civil investigative demand or other similar process) todisclose any of the Confidential Information, Lockinger shall provide anOfficer with prompt written notice of such request or requirement so that theCompany may seek protective orders or other appropriate remedies and/or waivecompliance with the provisions of this Agreement.  If, in the absence of a protective order orother remedy or the receipt of a waiver by the Company, Lockinger nonethelessis legally compelled to disclose Confidential Information to any court ortribunal or else would stand liable for contempt or suffer other censure orpenalty, Lockinger may, without liability herein, disclose to such court ortribunal only that portion of the Confidential Information which the courtrequires Lockinger to disclose, provided that Lockinger exercises Lockinger’sbest efforts to preserve the confidentiality of the Confidential Information,including, without limitation, by cooperating with the Company to obtain anappropriate protective order or other reliable assurance that confidentialtreatment will be accorded the Confidential Information by such court ortribunal.

7.3.      Notwithstanding any other provision of thisAgreement, Lockinger hereby acknowledges that the Company owns the exclusiveright, title and interest in and to the Confidential Information and theIntellectual Property embodied in, relating to, based upon or arising fromConfidential Information.  Lockingerhereby waives any claim of infringement of any right, title or interest of Lockinger(whether based in any Intellectual Property right, title or interest, otherproprietary interest whatsoever or applicable fiduciary theory) in, to orrespecting any of the Confidential Information, and agrees that Lockinger shallnever challenge nor dispute the Company’s right, title and interest in and tothe Confidential Information.

7.4.      The Company does and shall own the exclusiveright, title and interest in and to all Company Inventions.  To the extent that Lockinger is deemed tohave or retain any right, title or interest or otherwise possess any right,title or interest in and to any Company Inventions, Lockinger hereby assignsall such right, title and/or interest to Company Inventions.  Lockinger hereby waives any claim ofinfringement of any right, title or interest of Lockinger (whether based in anyIntellectual Property right, title or interest, other proprietary interestwhatsoever or applicable fiduciary theory) in, to or respecting any CompanyInventions, and agrees that

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Lockinger shall never challenge nor dispute Company’s right, title andinterest in and to the Company Inventions.

7.5.      Lockinger shall never Encumber CompanyInventions and shall use best efforts to not allow same to be Encumbered.

8.     ***Indemnification***

Lockinger shall fully indemnify and defend the Company and hold theCompany harmless from and against all Losses with respect to, related to, orarising out of Lockinger’s intentional, reckless or grossly negligent orunauthorized Disclosure or Use of any Company Trade Secrets or ConfidentialInformation by Lockinger or infringement of Company Intellectual Propertyincited or caused by Lockinger.

9.     ***Non-Solicitation***

For a period commencing on the Effective Date and ending two (2) yearsthereafter, Lockinger shall neither solicit, attempt to solicit, or assistanother Person to solicit any employee of the Company to work for Lockinger orany other Person, nor incite, or attempt to incite, or assist another ininciting any Person to terminate employment with the Company.

10.   ***Non-Competition***

10.1.    For a period commencing on the Effective Dateand ending two (2) years thereafter, Lockinger shall not be employed by orperform independent contract services in the State of Nevada for any entity engagedin the race and sports business, including but not limited to, offeringfinancial services or project management services to an entity that desires toexploit Lockinger’s knowledge of the race and sports business—gained as adirect result of Lockinger’s employment with Company.  For example, Lockinger may take an employmentposition with or perform consulting services for (i) a hotel/casino entity thatoperates a race and sports book and/or (ii) vendors of race and sports bookhardware and/or software so long as Lockinger’s job description does not permitLockinger to use or exploit his knowledge of the race and sports book industry,including but not limited to Confidential Information and/ Trade Secrets of theCompany or any of its Affiliates, in the performance of his duties.

10.2.    The parties agree that the restrictions andlimitations contained in this Agreement are reasonable as to scope and durationand are necessary to protect Company’s interests and to preserve for Companyits competitive advantage.  In the eventthat any of the restrictions and limitations contained in this Agreement aredeemed to exceed the time, geographic, or other limitations permitted by Nevadalaw, the parties agree that a court of competent jurisdiction shall revise anyoffending provisions of this Paragraph so as to bring it within the maximumtime, geographical, or other limitations permitted by Nevada law.

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11.   ***Return of Materials***

Lockinger shall, within one (1) Business Day fromthe Effective Date, return to the Company all Content, in whatever Media, ownedby the Company, including, without limitation, all Confidential Information,papers, drawings, notes, memoranda, manuals, specifications, designs, devices,code, e-mail, documents, diskettes, tapes and any other material.  Lockinger shall also return any keys, accesscards, credit cards, identification cards and other property and equipmentbelonging to the Company.  All Contentstored on or transmitted using the Company owned or leased equipment is andshall be the exclusive property of the Company. Notwithstanding the return ordestruction of the Confidential Information, Lockinger shall continue to bebound by Lockinger’s obligations of confidentiality and security as otherwiseset forth in this Agreement in perpetuity with respect to ConfidentialInformation and Company Trade Secrets.

12.   ***Equitable Relief***

Lockinger covenants, represents and warrants thatany violation of this Agreement by Lockinger shall cause irreparable injury tothe Company and shall entitle the Company to extraordinary and equitable reliefin court, including but not limited to temporary restraining orders and preliminaryand permanent injunctions, without the necessity of posting bond or security.

13.   ***Non-Waiver***

Neither the failure nor any delay on the part of anyParty to exercise any right, remedy, power or privilege under this Agreementshall operate as a waiver of that right, remedy, power or privilege.  No waiver or any right, remedy, power orprivilege with respect to any particular occurrence shall be construed as awaiver of such right, remedy, power or privilege with respect to any otheroccurrence.

14.   ***Non-Disparagement***

During the five (5) years following the EffectiveDate, the parties agree that neither shall make any remarks disparaging theconduct or character of the other, including the Company’s past, present andfuture officers, directors, shareholders, employees, agents, representatives,subsidiaries, parent companies and affiliates or their heirs, successors andassigns.

15.   ***Governing Law, CertainInterpretations & Entire Agreement***

15.1.        Time is of the essence of this Agreement andall of its terms, provisions, conditions and covenants.

15.2.        If any term of this Agreement or theapplication of any term of this Agreement should be held invalid, void orunenforceable, all provisions, covenants and conditions of this Agreement, andall of its applications, not held invalid, void or unenforceable, shallcontinue in full force and effect and shall not be affected, impaired orinvalidated in any way.

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15.3.        This Agreement may be executed in any numberof counterparts, each of which when duly executed and delivered shall be anoriginal, but all such counterparts shall constitute one and the sameagreement.  Any signature page of thisAgreement may be detached from any counterpart without impairing the legaleffect of any signatures, and may be attached to another  counterpart, identical in form, but havingattached to it one or more additional signature pages.  This Agreement may be executed by signaturesprovided by electronic facsimile transmission (also known as “Fax” copies),which facsimile signatures shall be as binding and effective as originalsignatures.

15.4.        This Agreement shall be binding upon andshall inure to the benefit of the Parties hereto and each Party’s respectivesuccessors and assigns.

15.5.        Except as otherwise required by law, Lockingershall not disclose the terms of this Agreement or the negotiations relatingthereto to any third Person.

15.6.        This Agreement can be modified only inwriting signed by each of the Parties.

15.7.        This Agreement shall be construed withoutregard to any rule or presumption requiring construction against the Party thatdrafted the documents or caused them to be drafted.

15.8.        Each Party represents, warrants and covenantsthat each respective Party has read and understood this Agreement, that eachrespective Party understands this Agreement’s content and meaning, that eachrespective Party has executed this Agreement of each respective Party’s ownfree will in accordance with each respective Party’s own judgment, and afterhaving the opportunity to obtain the advice of counsel.  Each Party further represents, warrants andcovenants that each respective Party has not been coerced, influenced, orinduced to execute this Agreement by any improper action.

15.9.        Any claims, actions, causes or otherjuridical matter arising from or in any way related to the performance orbreach of this Agreement shall be brought in a court of competent jurisdictionin the State of Nevada and that the law of the State of Nevada shallapply.  Each Party also consents topersonal jurisdiction in any court in the State of Nevada for any suchlitigation and shall not contest that venue is appropriate in any such court.

15.10.      This Agreement shall constitute the entireagreement between the Parties with respect to the subject matter herein and supersedeall prior negotiations and agreements. Each Party acknowledges and agrees that, in executing this Agreement, itis not relying on any representation or promise whatsoever that is notcontained in this Agreement and that any such representation or promise isacknowledged to be immaterial.

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INWITNESS WHEREOF, each Party has executed this Agreement, or has caused thisAgreement to be executed by each respective Party’s duly authorizedrepresentatives, as of the Effective Date.

 
| ATTEST:      |   | American Wagering, Inc.      |
|--------------|--------|------------------------------|
|         |   |                         |
|         |   |                         |
| Robert Smith |   | By: Victor Salerno           |
|         |   | Its: Chief Executive Officer |
|         |   |                         |
| ATTEST:      |   | Timothy Lockinger            |
|         |   |                         |
|         |   |                         |
| Robert Smith |   |                         |

 

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**Schedule 1 - Definitions**

“Affiliate”shall mean any subsidiary owned in whole or in part by the Company.

“BusinessDay” shall mean each day Monday through Friday where federal banks aregenerally open for business in Clark County, Nevada.

“Company Industry” shall mean the provision of Company Products andCompany Services.

“Company Intellectual Property” shall mean all Intellectual Propertyowned, held, licensed, possessed or used by the Company.

“CompanyInventions” shall mean all Industry Inventions that Company or Lockinger solely(or jointly with any third Person) Develop or any Invention that either:  (i) is Developed within the scope of employeerelationship; (ii) is of a subject matter related, to the nature and scope of Lockinger’sduties as an employee of the Company (at any time during Lockinger’srelationship with the Company); (iii) stems from or arises out of anyConfidential Information (whether or not Developed during or after Lockinger’srelationship with the Company); (iv) was otherwise reasonably known to Lockingerto be of a subject matter within the scope of the Company’s business,operations, or strategic plans; (v) was Developed using, exploiting orotherwise employing any equipment, supply, facility, or service owned,licensed, leased or otherwise possessed by the Company (whether or notDeveloped during or after Lockinger’s relationship with the Company), or (vi)was otherwise Developed by another Person (including, without limitation, aCompany employee) at the behest of or under the control of (whether or notdirectly or indirectly) the Company.

“Company Products” shall mean provision of wagering systems.

“CompanyProperty” shall mean all physical and intangible property owned, held,licensed, possessed or used by the Company, including, without limitation,offices, facilities, Confidential Information, Company Contracts and CompanyIntellectual Property.

“CompanyRights” shall mean all right, title and interest owned, held, licensed,possessed or used by Company in and to the Company Property.

“Company Services” shall mean services associated with CompanyProducts.

“CompanyTrade Secrets” shall mean Trade Secrets owned, licensed, possessed or otherwiseheld by Company.

“ConfidentialInformation” shall mean all the Content relating to, used in or arising out ofthe Company’s business, finances or other operations and is held by, owned,licensed, or otherwise possessed by the Company (whether held by, owned,licensed, possessed or otherwise existing in, at or about the Company’s or Lockinger’soffices, residence(s) or facilities and regardless of how such Content came intobeing, as well as regardless of who created, generated or gathered theContent), including, without limitation, all Content contained in, embodied in(in any Media whatsoever) or relating to Company Inventions or the Company’sideas, creations, works of authorship, works of visual art, business documents,Contracts, licenses, business and non-business relationships, correspondence,operations, manuals, performance manuals, operating

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data,projections, bulletins, supplier and customer lists and data, sales data, costdata, profit data, strategic planning data, financial planning data, designs,logos, motifs, proposed trademarks or service marks, test results, product orservice literature, product or service concepts, manufacturing or salestechniques, process data, specification data, know how, show how, computersoftware programs (including, without limitation, source code, object code andany other program format), data bases, research and development information anddata; *provided, however*, that “ConfidentialInformation” shall not include information or data “generally publicly known”.  The phrase in the previous sentence “generallypublicly known” shall not be deemed to include the Content set forth in patentsdespite the fact that patents have been published by the federal government,unless such embodiment has otherwise been the subject of a public publication(other than publication as a patent) or if that embodiment is otherwiseutilized in the United States of America in the Company Industry, to such anextent that such utilization is generally publicly known.  All references to “Confidential Information”in this Agreement shall be deemed to also refer to “Company Trade Secrets” aswell, but references to “Company Trade Secrets” shall not be deemed toautomatically refer to “Confidential Information.”

“Content”shall mean all material, information, documents, matter, text, software(whether in source code, object code, executable code, or other program or codeformat whatsoever, whether now known or hereinafter developed), data, graphics,computer-generated displays and interfaces, images, photographs and works ofwhatsoever nature, including, without limitation, all compilations of theforegoing and all results of the expression of the foregoing.

“Contract”shall mean all agreements, contracts, understandings, undertakings,obligations, and other documents or matters where there is or was an agreementto be bound.

“Develop” shall mean develop, conceive, reduce to practice, create, orotherwise arise out of a Person’s efforts in any manner whatsoever and throughany means whether now known or hereafter developed.

“Disclose” shall mean disclose, disseminate, transmit, publish,distribute, make available or otherwise convey.

“Document” shall mean any form of tangible Media containing Contentcapable of being reduced to electronic form and reconstituted in tangible form.

“Encumber” shall mean to impose a security interest, pledge,hypothecation, lien, mortgage, or any other encumbrance of whatsoever nature.

“Exploit”shall mean to use, make, sell, or otherwise exploit in any manner whatsoever(through any means now known or hereafter Developed).

“IndustryInventions” shall mean all that is reasonably the subject or capable of beingthe subject of direct Exploitation by Persons within the Company Industry.

“IntellectualProperty” shall mean all foreign, federal, state and common law trademarks,service marks, domain names, Internet path names and addresses of whatsoevernature, trade dress, copyrights, know-how, show-how, patents, Inventions(whether or not patentable), mask works, software, proprietary data, customerlists, strategic plans, financial data, Trade Secrets, all other

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intangibleassets of whatsoever nature and all applications for registration and/orissuance with respect to all the foregoing and whether or not any of theforegoing is registerable or patentable, including, without limitation, withrespect to all of the foregoing:  (i) allgoodwill associated with any and all of the foregoing; (ii) all parents,continuations, continuations in part, divisionals, reissues and extensions; and(iii) all moral rights associated with any and all of the foregoing.

“Inventions” shall mean all developments, discoveries, creations,improvements, copyrightable material, original Content, works of authorship,works of visual art, and other inventions, whether or not patentable,copyrightable, original, novel, obvious, or otherwise susceptible to protectionas any form of Intellectual Property.

“Losses” shall mean any and all costs, expenses, fees (including,without limitation, attorneys’, accountants’, investigators’, witnesses’ andprofessionals’ fees), charges, expenditures, liabilities, damages and otherlosses of whatsoever nature.

“Media” shall mean print, document-based medium, television, facsimile,telex, telephony, radio, satellite, cable, wire, computer-based network,network, magnetic means, optical means, electronic means, Internet, intranet,and any other method (now known or hereinafter Developed) for the publication,retention, conveyance, possession or holding of Content, including withoutlimitation, computer software, compact and laser disc, digital video displays,video cassettes, and multi-media.

“Officer” shall mean the president, secretary, treasurer or anyvice-president of the Company.

“Person” shall mean any natural person, corporation, limited liabilitycompany, limited partnership, partnership trust, association, organization orother entity of whatsoever nature.

“Schedule”shall mean a document attached hereto denoted as a schedule which by referencemade herein shall be deemed incorporated herein by such reference.

“Section” shall mean an enumerated provision of this Agreement attachedhereto and incorporated herein by each reference in this Agreement.

“Start Date” shall have the meaning attributed to such term in Section 2.1.

“Trade Secrets” shall mean all methodologies (subject to same being thesubject of an issued patent), pricing strategies, marketing approaches andother Confidential Information that the Company reasonably informed (whetherorally or in writing) Lockinger from time to time is a trade secret, as well asother Confidential Information reasonably the subject of trade secretprotection under relevant and applicable state statutes (including, withoutlimitation, the Uniform Trade Secrets Act as enacted in Nevada).

“Use” shall mean to copy, duplicate, reproduce in any manner andthrough any Media, Exploit, embody in any Content whatsoever or in any tangibleMedia whatsoever, make a derivation of, or use in any other manner whatsoever.

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