Exhibit 10.2


 


SUPPLEMENTAL AGREEMENT TO


MACHINES OPERATION


AND PARTICIPATION CONSOLIDATION AGREEMENT


 


This
SUPPLEMENTAL AGREEMENT is entered into on 25th May 2010
and executed by and between:


 


ELIXIR GAMING
TECHNOLOGIES (CAMBODIA) LIMITED, a company incorporated in
Cambodia, with principal business address at No. 7E, Mao Tse Tong Blvd,
Sangkat Beoung Keng Kang 1, Khan Chamcarmon, Phnom Penh, Cambodia and
correspondence address at Unit 3705, 37/F, The Centrium, 60 Wyndham Street,
Central, Hong Kong (“ELIXIR”);


 


- and -


 


ELIXIR GAMING TECHNOLOGIES, INC., a company incorporated in
Nevada, with office address at c/o CT Corporation System,   6100 Neil Road, Suite 500, Reno,
Nevada 89511, United States of America (the
“Guarantor”);


 


- and -


 


NAGAWORLD LIMITED, a company
incorporated in Hong Kong, with correspondence address at Nagaworld, Hun Sen
garden, Phnom Penh Cambodia (the “VENUE OWNER”).


 


W I T N E S S E T H


 


WHEREAS
:


 


(A)      ELIXIR,
the Guarantor and the VENUE OWNER entered into the Machines Operation and Participation
Consolidation Agreement dated 30th December 2009 (the “Consolidation
Agreement”), pursuant to which, amongst
other matters, the VENUE OWNER agreed to grant the permission to ELIXIR to
operate and manage a total maximum of 640
seats of Machines at the EGT Areas
within NagaWorld subject to the terms and conditions of the Consolidation
Agreement.


 


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(B)       The parties agree to enter into this Supplemental
Agreement for the purposes of , inter alia, expanding the EGT Areas by adding
two new areas to it; and allowing ELIXIR to place and operate an additional 30
seats of Machines (thereby increasing total maximum number of seats of Machines
which ELIXIR is permitted to operate and manage from 640 seats to 670 seats) at
the EGT Areas (as expanded by this Supplemental Agreement), upon the terms and
conditions of this Supplemental Agreement.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.             DEFINITIONS


 


In this Supplemental
Agreement, unless the context otherwise requires, definitions used in the
Consolidation Agreement shall have the same meanings when used herein.


 


2.             EXPANSION OF EGT AREAS AND
INCREASE OF TOTAL MAXIMUM NUMBER OF ELIXIR’S MACHINES


 


2.1           Subject to Clause 3.1 below,
the VENUE OWNER and ELIXIR hereby agree that two new additional areas
(collectively “Area 4”), the locations of which
are more particularly identified in RED colour on
the floor plan attached in Schedule A
hereto, be added to and shall, with effect from the date of payment of the New Commitment Fee (as defined below), form part of the EGT
Areas.


 


2.2           For the sake of consistency and easy reference, the
parties agree that :


 


(a)   the terms “Original Area”
and “Additional Lobby Floor Area” as defined
in the Consolidation Agreement shall be re-designated and named as “Area 1”;


 


(b)   the term “Chinese Restaurant Area”
as defined in the Consolidation Agreement shall be re-designated and named as “Area 2”;


 


(c)   the term “Lounge Area” as
defined in the Consolidation Agreement shall be re-designated and named as “Area 3”; and


 


(d)   all the aforesaid areas, together with Area 4 (subject to Clauses 2.1 above and 3.1
below) are the “EGT Areas”. The
floor plan in Schedule A of the 


 


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Consolidation Agreement shall be replaced by the new
floor plan attached to Schedule A of this
Supplemental Agreement.


 


2.3           In addition to the 640 seats of Machines which ELIXIR
is permitted to place, operate and manage at Area 1, Area 2 and Area 3 pursuant
to the terms of the Consolidation Agreement, the VENUE OWNER hereby agrees,
subject to the payment of the New Commitment Fee by ELIXIR in accordance with Clause 3.1 below, to grant permission to ELIXIR to place,
operate and manage an additional 30 seats of Machines at the EGT Areas (thereby
increasing the total maximum number of seats of Machines which ELIXIR is
permitted to operate and manage from 640 seats to 670 seats).
In this respect, the parties agree that, subject to payment of the New
Commitment Fee by ELIXIR, all references to “640 seats” of Machines in the
Consolidation Agreement shall be replaced by “670 seats”
of Machines.


 


3.             NEW COMMITMENT FEE


 


3.1           In consideration of the addition of Area 4 to the EGT
Areas, the granting of the permission by the VENUE OWNER for ELIXIR to place,
operate and manage an additional 30 seats of Machines at the EGT Areas and the
other undertakings and obligations of the VENUE OWNER hereunder, ELIXIR shall
pay a lump sum amount of US$1,000,000 (United
States Dollars One Million Only) to the VENUE OWNER by way of US
dollars cheque as commitment fee (the “New Commitment Fee”)
on or before 15th June 2010.


 


3.2           The VENUE OWNER and ELIXIR agree that, subject to the
payment of the New Commitment Fee by ELIXIR, :


 


Clauses
3.2 (c) and (d) of the Consolidation Agreement shall be deleted in their entirety and
replaced by the following provisions :


 


“3.2(c)    on and at any time prior to
the Areas 3 & 4  Gross Win  Receipt Date  (as defined below) ELIXIR shall be entitled to 100% of the Daily Gross Win for the slot
operation at Area 3 and Area 4 and the same
shall be collected by ELIXIR on a daily basis
in accordance with the Collection Procedure unless and until ELIXIR have
received a total accumulated Gross Win of US$6,800,000
(representing the sum of US$5,470,000 and US$1,330,000) from the slot operation
at Area 3 and/or Area 4 (the “Areas 3 & 4 Gross Win Receipt Date);


 


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3.2(d)      from the day immediately after the Areas 3 & 4  Gross Win
Receipt Date, the Daily Gross Win generated at Area 3
and Area 4 shall actually be distributed to and collected by the ELIXIR and the
VENUE OWNER according to the revenue sharing ratio set forth in Clauses 3.1(c) and the relevant portion, namely
25% of the Daily Gross Win generated at Area 3 and Area 4 shall
be distributed to ELIXIR on a daily basis
in accordance with the Collection Procedure; and”.


 


3.3           The VENUE OWNER and ELIXIR further agree that Clause 9.4 (d) of the Consolidation Agreement shall be
deleted in their entirety and replaced by the following provisions :


 


“9.4(d)     if ELIXIR has not received a total accumulated Daily Gross Win of (i) US$6,800,000  from the
slot operation at Area 3 and/or Area 4, in full prior to such expiration, cessation
or termination of this Agreement, then the VENUE OWNER shall pay :


 


a.     the difference (in positive amount) between US$4,100,000 and 75% of the
Daily Gross Win actually collected and received by ELIXIR from the slot
operation at Area 3, and


 


b.     the difference (in positive amount) between US$1,000,000 and 75% of the
Daily Gross Win actually collected and received by ELIXIR from the slot
operation at Area 4,


 


without any set off
or counterclaim, to ELIXIR within 7 days from the date of such expiration,
cessation or termination. For the avoidance of doubt, nothing in this provision
shall be construed as making of any compensation in whatever form or nature by
the VENUE OWNER to ELIXIR upon termination, cessation or expiration of this
Agreement;”


 


4.             OTHER OBLIGATIONS OF THE VENUE
OWNER


 


In addition to and
without prejudice to the obligations and undertakings of the VENUE OWNER under
the Consolidation Agreement, the VENUE OWNER agrees that it will, at its costs
:


 


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(a)   complete the renovation of Area 4
and make it become ready for installation and operation of Machines (and
related equipment and systems for use of the Machines) by ELIXIR on or before 30th June 2010;


 


(b)   as soon as reasonably practicable but in any case not
later than 31st July 2010, build two cages at the locations as specified on the
layout plan attached in Schedule B
hereto and to build railing between the said two cages for the purpose of
separating the relevant EGT Areas from the other third party slot operators’
areas; and


 


(c)   as soon as reasonably practicable but in any case not
later than 31st July 2010, re-construct the entrance door for the third party
slot operator’s server room at such direction as shown on the layout plan in Schedule B.


 


5.             ACKNOWLEDGEMENT BY THE PARTIES


 


5.1           Without prejudice to the validity of other terms and
conditions of the Consolidation Agreement (save for those as amended and
modified by this Supplemental Agreement), the VENUE OWNER and ELIXIR hereby
acknowledge and confirm that :


 


(a)         ELIXIR and the VENUE OWNER shall be
entitled to share the Gross Win generated by all Machines at the EGT Areas
according to the following ratio (subject to Clause 3.2
of the Consolidation Agreement  (as modified and amended
by this Supplemental Agreement)),with effect from the Effective Date
(namely, 30th December 2009)
:


 


(i)             ELIXIR shall be entitled to Twenty-Five percent (25%) of the
Gross Win; and


 


(ii)            the VENUE OWNER shall be entitled to Seventy-Five percent (75%) of the
Gross Win.


 


(b)   subject to any earlier
termination in accordance with Clause 9 of the
Consolidation Agreement, the term for operation and management of
Machines by ELIXIR at the EGT Areas shall expire at the end of a Six (6) years
period beginning from 1st March 2010.


 


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5.2           Save as amended and modified by this Supplemental
Agreement, all terms and conditions of the Consolidation Agreement shall remain
in full force and effect. This Supplemental Agreement shall form part of the
Consolidation Agreement and the Consolidation Agreement shall be read and
construed in conjunction with this Supplemental Agreement.


 


6.             GOVERNING
LAW


 


This Supplemental Agreement and the rights and
obligations of the parties hereunder shall be construed and interpreted in
accordance with and shall be governed by the laws of Hong Kong and the parties
hereby submit to the exclusive
jurisdiction of the courts of Hong Kong.


 


IN WITNESS WHEREOF, the parties hereof caused
this Supplemental Agreement to be executed on the date first above written.


 


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  SIGNED by

  	
   

  	
  )

  	
  /s/
  Clarence Chung

  
	
   

  	
   

  	
  )

  	
  Chief
  Executive Officer

  
	
  for and on behalf of ELIXIR

  	
   

  	
  )

  	
   

  
	
  GAMING
  TECHNOLOGIES

  	
   

  	
  )

  	
   

  
	
  (CAMBODIA)
  LIMITED

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
  Authorised
  Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by ELIXIR

  	
   

  	
  )

  	
  /s/
  Clarence Chung

  
	
  GAMING TECHNOLOGIES, INC.

  	
   

  	
  )

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
  )

  	
   

  
	
  in the presence of :-

  	
   

  	
  )

  	
  Authorised
  Signatory 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
   

  	
  )

  	
  /s/
  Philip Lee

  
	
   

  	
   

  	
  )

  	
  Senior
  Vice President Finance & Treasury

  
	
  for and on behalf of

  	
   

  	
  )

  	
   

  
	
  NAGAWORLD
  LIMITED

  	
   

  	
  )

  	
   

  
	
  in the presence of :-

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Authorised Signatory

  



 


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Schedule A


location of


the EGT Areas


 


In the attached floor plan of the lobby floor of NagaWorld,


 


(I)    the
EGT Areas include :


 


(a)   Area
1 (formerly known as the Original Area and the Additional Lobby Floor Area),
which is more particularly identified in pink colour;


 


(b)   Area
2 (formerly known as the Chinese Restaurant Area), which is more particularly
identified in blue colour;


 


(c)   Area 3 (formerly known as the Lounge Area
which comprises the lobby lounge area and
the area outside the Darling Darling lounge), which is more particularly
identified in yellow colour; and


 


(d)   Area
4 (comprising the two newly added areas pursuant to this Supplemental
Agreement), which is more particularly identified in red colour; and


 


(II)   the Adjacent Area (as
defined in Clause 5.3(a) of the Consolidation
Agreement) is more particularly
identified in green colour.


 





 


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Schedule B


Layout Plan


 





 


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