**Exhibit 10.45**

 

MASTER ATM AGREEMENT

 

THIS AGREEMENT is entered intoon this 1st day of March 2008 in Clark County, State of Nevada, by and betweenE-T-T, Inc., a Nevada corporation (Hereinafter “E-T-T”), and Terrible Herbst, Inc., a Nevada corporation (Hereinafter“TH”), on the conditions set forth below.

 

WHEREAS, E-T-T is engaged in the business ofplacing, operating and maintaining automated teller machines (“ATM”) inbusinesses throughout Nevada;

 

WHEREAS, TH is engaged in the operation ofconvenience stores in the State of Nevada;

 

WHEREAS E-T-T has operated ATM’sin TH locations pursuant to verbal agreement for over 10 years on the same terms containedherein; and

 

WHEREAS, E-T-T and TH desire to enter into an ATMAgreement for all locations currently operated by TH and any and all future THlocations;

 

THEREFORE, E-T-T****and TH hereby agree as follows:

 

I.                      EXCLUSIVITY:          E-T-T is hereby grantedthe exclusive right during the term of this Agreement to install, operate, andmaintain ATM’s at the TH locations set forth in Exhibit “A” hereto, as well as, all additionalconvenience store locations opened by TH during the term hereof, subject to the terms and conditions set forthherein. This right is given for consideration herein set forth and iscoupled with an interest.

 

II.                     TERM:      The termof this agreement shall be for a period of one (1) year, commencing on March 1,2008. The opening of any additional convenience stores shall not effect theinitial term of the Agreement, nor any renewals terms.

 

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III.                   INSTALLATION AND MAINTENANCE OF ATM’S:  E-T-T shall install one ATM at each THlocation. E-T-T agrees to be available 24-hours a day to provide service andmaintenance to the ATM’s installed at the TH locations. TH shall permit E-T-Taccess to the gaming devices at all reasonable times for purposes ofmaintenance or other inspection. E-T-T agrees to keep each ATM loaded with theappropriate amount of currency to ensure customers of TH have access to usecash at all time.

 

IV.                   LEASE PAYMENTS: E-T-T agrees to pay to TH fifty cents ($.50) for each cash withdrawal transaction processed by the installed ATM’s based on acurrent transaction fee of $2.50 currently charged by E-T-T to its customers.Should E-T-T increasethis amount, TH shall be entitled to 50% of any such increase.

 

V.                     TAXES AND LICENSE FEES:           E-T-T shall be responsible for the taxes and license fees directlyrelating to the operation of the ATM’s at the TH locations.

 

VI.                   INSURANCE:       TH shall beresponsible for maintaining adequate property and liability insurance for thelocation. E-T-T shall be listed as the sole loss payee for the ATM’s *on*the policy. A copyof the certificate of insurance and/or policy shall be provided to E-T-T at thecommencement of this Agreement and upon an annual basis or upon request ofE-T-T.

 

VII.                  TERMINATION:          E-T-T may terminate and cancel this Agreement upon thirty (30) dayswritten notice to TH. In the event TH should cease operating its conveniencestores, a receiver is appointed to the business, an insolvency or bankruptcy 

 

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proceeding is commenced, or the business is sold orotherwise transferred, E-T-T shall have the sole option of immediately terminatingthis Agreement. For purposes of termination, this Agreement is to be construedas both a financial accommodation and a personal services contract.

 

VIII.                 RENEWAL: This Agreement shall automatically be renewed atthe end of the initialterm for consecutive and repetitive terms of one year, unless either partyshall notify the other, in writing, atleast thirty (30) days prior to the end of the term.

 

IX.                   ACCOUNTING & AUDIT RIGHTS:  HGI will provide TH with amonthly accounting of all transactionsprocessed thru the ATM’s installed at the TH locations. TH has the right on a yearly basis, at its own expense, toaudit the books and records of HGI as they apply to the ATM transactions forth in this Agreement.Should those books and records have a discrepancy of more than 5% fromthe monthly accounting provided, HGI****shall repay that amount andreimburse TH for the audit.

 

X.                    GOVERNING LAW:  ThisAgreement shall be governed and construed pursuant to the laws of the State of Nevada.

 

XI.                   ENTIRE AGREEMENT:      This Agreement comprises the entire understanding between the partieshereto concerning the operation of ATM’s at the locations and may not bealtered, modified or revised except in writing signed by both parties.

 

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XII.                  NOTICE:          Any notice required pursuant to thisAgreement shall be deemed sufficiently given if sent by certified or registeredmail, return receipt requested, postage prepaid and addressed as follows:

 
|   | TO: E-T-T, INC. |
|--------|-----------------|
|   |            | 3440 W. Russell Road |
|   |            | Las Vegas, Nevada 8911  Attn: Mr. Edward J. Herbst |
|   |            |   |
|   | With a copy to: |
|   |            | Mr. Sean T. Higgins, Esq.  General Counsel, E-T-T, Inc.  5195 Las Vegas Blvd. S. |
|   |            | Las Vegas, Nevada 89119 |
|   |            |   |
|   | TO: TH          |
|   |            | c/o Jerry Herbst |
|   |            | 5195  Las Vegas Blvd. S. Las |
|   |            | Vegas, Nevada 89119 |

 

XIII.                SUCCESSORS AND ASSIGNS:        It is mutually agreedupon by the parties that the terms, conditions and promises herein are mutuallybinding, and shall extend and be binding and inure to the benefit of E-T-T and TH, and theirrespective heirs, executors, administrators, successors, and assigns. It is agreed between theparties that all ATM’s installed by E-T-Tat TH****are the sole property of E-T-T, and shall not byact of law or other agreement become security for any obligation, subject to execution by creditor’s, or fixtures of any THlocation. In the event of a breach of this Agreement by TH, in additionto any other remedy at law or equity, E-T-T may enter upon the premises of TH and take its equipment. The ATM’sinstalled at the TH location shall remain personal property regardlessof any attachments or connections made to the realty.

 

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IN WITNESS WHEREOF, the partieshereto have set their hands as of the day, month and year first above written.

 
| E-T-T, INC.             |               | **TERRIBLE HERBST, INC.** |
|-------------------------|--------------------|---------------------------|
|                    |               |                      |
|                    |               |                      |
|                    | /s/ Edward  Herbst |                      | /s/ Jerry Herbst |
| **EDWARD HERBST**       |               | **JERRY HERBST**          |
| Chief Executive Officer |               | **President**             |
|                         |                    |                           |  |

 

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