Exhibit 10.48


 


TERMINATION AGREEMENT


 


THIS TERMINATION AGREEMENT (this
“Agreement”) is entered into as of March 13,
2009  (“Effective Date”),
by and between Elixir Gaming Technologies, Inc. (formerly
VendingData Corporation), a Nevada corporation (“Principal”)
and Happ Controls, Inc., an Illinois corporation and any of its affiliates
(AESI together with Happ and Suzo, the “Service Provider”).


 


R  E
C  I  T  A  L  S


 


WHEREAS,
the Principal and the Service Provider have entered into that certain
Distribution, Service and Support Agreement dated June 8, 2007 (as amended
by an amendment thereto dated November 13, 2007) (the “Distribution Agreement”) whereby the Principal has, amongst
other matters, retained the Service Provider to provide Distribution Service
and Support for the Principal’s Products throughout the Territory for a term of
two years from June 8, 2007.


 


Unless
the context otherwise specified, all capitalized terms used in this Agreement
shall have the same meanings as defined in the Distribution Agreement.


 


WHEREAS,
the Principal and the Service Provider have agreed to early terminate the
Distribution Agreement on such terms and conditions as set forth in this
Agreement.


 


A  G
R  E  E  M  E  N  T


 


NOW, THEREFORE, in consideration of
the premises and the mutual covenants, obligations and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
the Principal and the Service Provider hereby agree as follows:


 


1.                                       Early Termination of the Distribution Agreement


 


Notwithstanding anything to the
contrary contained in Sections 3.1 and 3.2 of the Distribution Agreement, the
Principal and the Service Provider hereby agree to terminate the Distribution
Agreement with effect on the Effective Date provided that :


 


(a)                                  the termination of the Distribution Agreement will not
release either Service Provider or the Principal from any liability or
obligation, which, at the Effective Date, has already accrued or which thereafter
may accrue in respect to any act or omission prior to such termination, nor
will any such termination affect in any way the survival of any right, duty or
obligation of any party which is expressly stated elsewhere in the Distribution
Agreement to survive the termination; and


 


(b)                                 for the avoidance of doubt, the parties acknowledge and
confirm that the following provisions of the Distribution Agreement shall
survive the termination thereof : the provisions of Article X, Sections
3.3, 7.2, 9.1, 9.2, 11.1, 11.2, 11.3,
11.4, 11.6, 11.8, 11.13, 11.14, 11.18
and the last sentence of Section 5.1(c);


 

















 


2.                                       Post Termination Arrangement


 


2.1                                 In relation to the respective outstanding obligations
and rights of the parties following the termination of the Distribution
Agreement, including but not limited to, those set out in Section 3.3 (c) of
the Distribution Agreement and the respective payables, receivables and claims,
if any, of each party to or against the other pursuant to the Distribution
Agreement (collectively “Claims”), the
parties agree to settle the Claims within forty-five (45) days from the
Effective Date (or such other period as may be agreed by the parties in
writing). In this respect, each party agrees to execute such further documents
and take such additional action as may be reasonably required by the other
party to settle the Claims within the aforesaid timeframe.


 


2.2                                 The parties hereby agree that all Claims between
themselves may be either settled by way of outright payment or by way of
set-off of the respective parties payables (so long as such payables are
evidenced by proof of delivery) to the other or a combination of both.


 


3.                                       Undertakings by the Service Provider


 


3.1                                 Without prejudice to the generality of the provisions
of Section 2 of this Agreement and Section 3.3 (c)(i) of the
Distribution Agreement, the Service Provider agrees and undertakes that with
effect from the Effective Date, will cease to provide Distribution, Service and
Support for the Principal’s Products except as follows:


 


(a)                                  Service Provider will continue to provide service for
the Principal’s Products to those customers with which it has current, valid,
binding Service Contracts until the expiration date of those Service Contracts
or until terminated by Service Provider under contract provisions;


 


(b)                                 Consistent with the terms of the Service Contracts,
Service Provider will provide written notice of termination of the
aforementioned Service Contracts;


 


(c)                                  as of and after the Effective Date of this Agreement,
Service Provider will not enter into any new Service Contracts or extend or
renew any Service Contracts beyond any such contract’s expiration date; and


 


(d)                                 With regard to the inventory currently on consignment
from the Principal to the Service Provider, the Service Provider will cooperate
in allowing Shuffle Master, Incorporated have access to that inventory that is
being sold to Shuffle Master for testing and pick up.


 


3.2                                 The Service Provider further agrees and undertakes that
:


 


(a)                                  it will terminate the sub-distribution agreement for
the Principal’s Products between the Service Provider and Sub-Distributor (“Sub-Distribution Agreement”) by giving 90 days written notice
in advance of the expiration date thereof in accordance with the terms and
conditions set forth therein, and at such time notify them about the
termination of the Distribution Agreement and accordingly, the cessation of
Sub-Distributor’s rights to provide any distribution, 


 


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service and support for the Principal’s
Products except as consistent with the terms of this Agreement;


 


(b)                                 the Principal shall not be liable to the Service
Provider by reason of termination of the Sub-Distribution Agreement for
compensation, reimbursement, or damages for lost profits, loss of prospective
compensation or unjust enrichment, goodwill or loss thereof or expenditures,
investments, leases or any type of commitment made by the Service Provider in
connection with the Sub-Distribution Agreement except that should the Sub-distributor
return product to the Service Provider, the Principal hereby agrees to in-turn
accept and pay for (within 30 days of Principal’s receipt thereof) the return of
up to 15 new and operational Shuffle Pro units at the price paid by Service
Provider to the Principal, but not to exceed $81,900.00, provided that notice
is given by the Service Provider to the Principal before November 15th 2009 (with a
delivery date of no later than December 31, 2009); and


 


(c)                                  it will be solely liable for all liabilities, obligations
and claims towards any Sub-Distributor in connection with, relating or
incidental to, or arising out of the termination of the Sub-Distribution
Agreement.


 


3.3                                 Nothing contained in this Section 3 shall be
construed or regarded as an authorization, confirmation or ratification by the
Principal for the entering into of any Sub-Distribution Agreement by the
Service Provider.


 


4.                                       Undertakings by the Principal


 


4.1                                 Without prejudice to the generality of
the provisions of Section 2 of this Agreement and Section 3.3 (c)(i) of
the Distribution Agreement, the Principal agrees and undertakes that with
effect from the Effective Date, it will cease to claim that the Service
Provider is the service provider for the Principal’s Products.


 


4.2                                 Subject to Section 2. of this Agreement,
Service Provider shall pay Principal for all parts received at its warehouse(s) pursuant
to a valid purchase order as of or before the Effective Date


 


4.3                                 Principal agrees to repurchase Service
Provider’s inventory of new and operational unsold Principal’s Products units
and parts set forth in appendix A (regardless of the condition or form of
packaging) at Principal’s sale cost provided that the aggregate price for such
repurchase payable by the Principal shall not exceed $297,742.00, and subject
to verification by the Principal.  Such
payment shall be made in full by Principal within 30 days of its receipt of the
Nonconsignment Parts (as defined below).


 


4.4                                 With respect to unused parts that the
Principal has provided to the Service Provider on consignment, Service Provider
will return unused parts not needed for continuing service under the Service
Provider’s continuing service obligations (“Nonconsignment
Parts”) within 45 days of Effective Date.  The balance of the unused parts needed for
continuing service obligations will remain in Service Provider’s possession as
consignment from the Principal so long as Service Provider needs the parts to
fulfill their continuing service 


 


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obligation under the Service
Contracts.  It is expressly agreed that
parts consumed out of this consignment inventory in satisfaction of Service
Provider’s continuing service obligations will be free of charge to the Service
Provider.


 


4.5                                 Within 10 days after the Effecitve Date,
Service Provider will provide Principal with a reasonable last—time order of
parts procured soley for the purposes of fullfilling Service Provider’s
continuing service obligations under the Service Contracts.  Provided that the Principal has stock of such
parts, the same will be provided by the Principal free of charge to the Service
Provider within 45 days of order receipt, and will be added to the consignment
inventory.  The balance of unconsumed parts
will be returned to the Principal when the Service Provider completes its
service obligation under the Service Contracts.


 


4.6                                 With respect to new, unused and operational Shuffle
Pro, Random Plus and Deck Checker units, the Service Provider shall deal with
the units in accordance with Section 3.1(d) above.  With respect to new, unused and operational Chip
Washer units, such units will be returned to Principal within 45 days of the
Effective Date.  Notwithstanding the
above, the Service Provider will retain five (5) Shuffle Pro units free of
charge to be used as replacement units in meeting their service obligations.


 


4.7                                 On or before April 1, 2009, Principal
will reimburse Service Provider for the Slovenian gaming compliance testing in
the amount of $10,947 (See Appendix B).


 


5.                                       Indemnifications


 


5.1                                 The Principal hereby fully indemnifies and holds harmless the Service
Provider and the Service Provider’s officers, directors, heirs, employees,
agents, representatives, successors and assigns, and each of its and their
respective officers, directors, heirs, employees, agents, representatives,
successors and assigns (collectively, “Service Provider Indemnitees”), and agrees to save, defend and hold each of the Service Provider
Indemnitees harmless against and pay on behalf of or reimburse such Service
Provider Indemnitees as and when incurred for any Losses which any such Service
Provider Indemnitee may suffer, sustain, have alleged against it, or become
subject to, as a result of, in connection with, relating or incidental to by
virtue of, arising out of, or from:  (i) any
breach of any representation, undertaking or warranty made by the Principal in
or under this Agreement; or (ii) any nonfulfillment or breach of any
covenant, obligation, or agreement by the Principal under or in this Agreement.


 


5.2                                 The Service Provider hereby fully indemnifies
and holds harmless the Principal and the Principal’s officers, directors,
heirs, employees, agents, representatives, successors and assigns, and each of
its and their respective officers, directors, heirs, employees, agents,
representatives, successors and assigns (collectively, “Principal
Indemnitees”), and agrees to save, defend and hold each of the
Principal Indemnitees harmless against and pay on behalf of or reimburse such
Principal Indemnitees as and when incurred for any Losses which any such
Principal Indemnitee may suffer, sustain, have alleged against it, or become
subject to, as a result of, in connection with, relating or incidental to by
virtue of, arising out of, or from:  (i) any
breach of any representation, undertaking or warranty made by the Service
Provideer in or under this Agreement; or (ii) any nonfulfillment or 


 


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breach of any covenant,
obligation, or agreement by the Service Provider under or in this Agreement.


 


5.3                                 For the purpose of this Agreement, the term “Loss” shall mean any loss, liability, demand, claim,
obligation, action, cause of action, cost, damage, diminution in value, lost
profits, deficiency, tax, penalty, fine or expense, including without
limitation, interest, penalties, lost profits, attorneys’ fees and expenses and
all amounts paid in investigation, defense or settlement, (such as expert
witness fees) of any of the foregoing and the enforcement of any rights hereunder),
and whether known or unknown, fixed or unfixed, contingent or accrued, but excluding only unforeseeable,
speculative, exemplary and punitive damages.


 


6.             Authorization;
Enforceability.


 


Other than as set forth in this
Agreement, each of the Principal and the Service Provider represents to the
other that: (a) it has all corporate right, power and authority to enter
into this Agreement and to consummate the transactions contemplated hereunder; and
(b) the execution and delivery by it of this Agreement and the
consummation of the transactions contemplated hereunder will not result in the
violation by it of any law, statute, rule, regulation, judgment or decree of
any court or governmental authority to or by which it is bound, or of any
provision of its organizational documents; and (c) no consent, approval,
authorization or other order of any governmental authority or other third party
is required to be obtained by it in connection with the authorization, execution
and delivery of this Agreement.


 


7                                          Miscellaneous.


 


7.1                                 Amendments and Waivers.  This Agreement
set forth the entire agreement and understanding between the parties as to the
subject matter hereof and thereof and supersedes and replaces all prior and
contemporaneous discussions, negotiations, agreements and understandings (oral
or written) with respect to such subject matter.  This Agreement or any provision hereof may be
(a) amended only by mutual written agreement of the Principal and the Service
Provider or (b) waived only by written agreement of the waiving party.


 


7.2                                 Successors and Assigns.  This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but will not be assignable or
delegable by any party hereto without the prior written consent of the other
parties hereto.


 


7.3                                 Notices.  All notices
given pursuant to this Agreement shall be sent by : (a) certified mail,
return receipt requested, in which case notice will be deemed delivered three (3) business
days after deposit, postage prepaid in the United States mail; (b) a
nationally recognized overnight courier, in which case notice will be deemed
delivered one (1) business day after deposit with such courier; (c) facsimile
transmission, in which case notice will be deemed delivered upon electronic
verification that transmission to the recipient was completed, provided that
notices sent by facsimile transmission on a day other than an 


 


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business day, or before 9:00 a.m. or after 5:00 p.m.
recipient’s time on a business day, shall be deemed given on the first business
day following the date of transmission; or (d) personal delivery. Address
and facsimile number of the parties are as follows :


 


	
  If to
  the Principal :

  	
  Elixir
  Gaming Technologies, Inc.

  
	
   

  	
  6650 Via Austi Parkway, Suite 170

  
	
   

  	
  Las Vegas, NV 89119

  
	
   

  	
  Facsimile:
  (702) 733-7197

  
	
   

  	
  Attn:
  Walt Stowe — General Counsel

  
	
   

  	
   

  
	
  If to
  the Service Provider :

  	
  Happ
  Controls, Inc.

  
	
   

  	
  106
  Garlisch

  
	
   

  	
  Elk
  Grove Village 60007

  
	
   

  	
  Facsimile:
  (847)-952-3276

  
	
   

  	
  Attn.: David Reginelli

  



 


7.4                                 Governing Law, Venue.  This Agreement shall be construed and governed by and under the
substantive laws of the State of Nevada, without regard to its conflicts of
laws principles. Any action, suit or other legal proceeding which is commenced
to resolve any matter arising under or relating to any provision of this
Agreement may be commenced and prosecuted in state or federal court in Clark
County, Nevada, and the parties consent to the non-exclusive jurisdiction of
such court. Process in any action or proceeding refereneced in the preceding
sentence may be served on any party anywhere.


 


7.5                                 Attorneys’ Fees.  If any action at law or in equity
is necessary to enforce or interpret the terms of this Agreement, the
prevailing party, as specifically determined by the court, shall be entitled to
reasonable attorneys’ fees and costs in addition to any other relief to which
such party may be entitled.


 


7.6                                 Counterparts.  This Agreement may be executed in any number of
counterparts, all of which when taken together shall constitute one and the
same instrument binding on all of the parties hereto.  Delivery of an executed counterpart of a signature
page to this Agreement by facsimile shall be as effective as delivery of a
manually executed counterpart of a signature page of this Agreement.


 


7.7                                 Headings.  The headings of the Sections hereof are
inserted as a matter of convenience and for reference only and in no way
define, limit or describe the scope of this Agreement or the meaning of any
provision hereof.


 


7.8                                 Severability.  In the event that any provision of this Agreement
or the application of any provision hereof is declared to be illegal, invalid
or otherwise unenforceable by a court of competent jurisdiction, the remainder
of this Agreement shall not be affected except to the extent necessary to
delete such illegal, invalid or unenforceable provision unless the provision
held invalid shall substantially impair the benefit of the remaining portion of
this Agreement.


 


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7.9                                 Letter.  This Agreement replaces and supersedes that
certain letter from Principal to Service Provider dated March 9, 2009 in its
entirety in all respects, including without limitation with respect to the
termination of the Distributor Agreement.


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and
delivered as of the date first set forth above.


 


 


	
   

  	
  ELIXIR GAMING TECHNOLOGIES, INC.,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Clarence Chung, CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HAPP CONTROLS, INC,

  
	
   

  	
  an Illinois corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  David Regenelli, CFO

  



 


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