Exhibit 10.1


 





 


 


November 6, 2008


 


Elixir Group Limited


38/F., The Centrium


60 Wyndham Street


Central, Hong Kong


 


Gentlemen:


 


We are writing
to confirm certain understandings and agreements entered into between Elixir
Gaming Technologies, Inc., a Nevada corporation (the “Company”),
and Elixir Group Limited, a Hong Kong company (“Elixir Group”), with
respect to that certain Securities Purchase and Product Participation Agreement
dated June 12, 2007, as amended to date, between the Company and Elixir
Group (“Participation Agreement”). 
All capitalized terms used in this letter agreement not otherwise
defined herein shall have the same meanings ascribed to them in the
Participation Agreement.


 


A.            The Company and
Elixir Group hereby agree to terminate the Participation Agreement effective as
of the date of this letter agreement (“Effective Time”). The termination
of the Participation Agreement shall be without prejudice to any claims, rights
or obligations of either party thereto that have accrued under the Participation
Agreement prior to the Effective Time. However, for the sake of clarity, the
Company and Elixir Group hereby confirm that the termination of the
Participation Agreement effected by way of this letter agreement shall
terminate all of Elixir Group’s future rights under Sections 2.1(iii) and (iv) of
the Participation Agreement to earn (i) the 15 million shares of Common
Stock referred to therein, and (ii)  the downward adjustment in the
exercise price of the 2006 Warrants as set forth therein. The parties also
agree that notwithstanding anything to the contrary contained herein, Section 4.11
(Board Representation) of the Participation Agreement shall survive the
termination of the Participation Agreement.


 


B.            The Company and
Elixir Group hereby agree to the termination and cancellation, as of the
Effective Time, of the New Warrants and all of Elixir Group’s rights and
interests represented thereby to purchase 66 million shares of Common Stock
that are as of the date of this Amendment not vested and referred to in
Exchange Agreement as “Unvested Warrants” in that certain Securities
Amendment and Exchange Agreement dated October 21, 2007 (“Exchange
Agreement”).


 


C.            The Company and
Elixir Group hereby agree and confirm that the termination of the Participation
Agreement and the Unvested Warrants shall not modify, amend or otherwise effect
the parties rights to any other agreements between the Company and Elixir
Group, including without limitation (i) the Registration Rights Agreement
and that certain Registration Rights Agreement between the Company and Elixir
Group dated January 18, 2007 (collectively, the “Registration Rights
Agreements”), (ii) the 2006 Warrants, and (iii) the Trade Credit
Facility Agreement dated April 21, 2008 and the amendments thereto.


 

















 


If you are in agreement with the matters described herein, please sign
a copy of this letter agreement in the location provided below.  Upon execution and delivery of this letter
agreement by Elixir Group, the Participation Agreement and the Unvested Warrants
will be terminated as described above.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  ELIXIR GAMING TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Joseph Pisano – Director

  



 


 


	
  ACKNOWLEDGED AND AGREED:

  	
   

  
	
   

  	
   

  
	
  ELIXIR GROUP LIMITED,

  	
   

  
	
  a Hong Kong company

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Frank Tsui - Director

  	
   

  
			



 


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