Exhibit
10.59


 


Deed


 


Deed of release


 


William
Westmore Purton


Synwood
Pty Ltd (ACN 005 506 150)


Lancefield
Management Pty Ltd (ACN 124 769 133)


 


And


 


Elixir
Gaming Technologies, Inc


Dolphin
Products Pty Ltd (ACN 004 241 945)


Dolphin
Advanced Technologies Pty Ltd (ACN 007 081 996)


 


 





 


	
  101
  Collins Street Melbourne VIC 3000 Australia

  	
  Telephone
  +61 3 9288 1234 Facsimile +61 3 9288 1567

  
	
  GPO
  Box 128A Melbourne VIC 3001 Australia

  	
  www.freehills.com
  DX 240 Melbourne

  
	
   

  	
   

  
	
  Sydney
  Melbourne Perth Brisbane Singapore

  	
  Correspondent offices in Hanoi Ho Chi Minh City
  Jakarta

  



 

















 





 


Contents


 


	
   

  	
  Table
  of contents

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The agreement

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  Operative part

  	
  3

  
	
   

  	
   

  	
   

  
	
  1

  	
  Payment

  	
  3

  
	
   

  	
   

  	
   

  
	
  2

  	
  Release from Lease Guarantees

  	
  3

  
	
   

  	
   

  	
   

  
	
  2A.

  	
  Patent Application No. PCT/AU2007/001736

  	
  3

  
	
   

  	
   

  	
   

  
	
  3

  	
  Release by Purton Parties

  	
  4

  
	
   

  	
   

  	
   

  
	
  4

  	
  Release by Elixir Parties

  	
  5

  
	
   

  	
   

  	
   

  
	
  5

  	
  Benefit of Release

  	
  5

  
	
   

  	
   

  	
   

  
	
  6

  	
  Settlement

  	
  6

  
	
   

  	
   

  	
   

  
	
  7

  	
  Default

  	
  6

  
	
   

  	
   

  	
   

  
	
  8

  	
  Confidentiality

  	
  7

  
	
   

  	
   

  	
   

  
	
  9

  	
  Plea in bar

  	
  7

  
	
   

  	
   

  	
   

  
	
  10

  	
  Costs and expenses

  	
  7

  
	
   

  	
   

  	
   

  
	
  11

  	
  General

  	
  8

  
	
   

  	
  11.1

  	
  Notices

  	
  8

  
	
   

  	
  11.2

  	
  Governing law and jurisdiction

  	
  8

  
	
   

  	
  11.3

  	
  Time of the essence

  	
  8

  
	
   

  	
  11.4

  	
  Invalidity and enforceability

  	
  8

  
	
   

  	
  11.5

  	
  Waiver

  	
  8

  
	
   

  	
  11.6

  	
  Variation

  	
  9

  
	
   

  	
  11.7

  	
  Assignment of rights

  	
  9

  
	
   

  	
  11.8

  	
  Severability

  	
  9

  
	
   

  	
  11.9

  	
  Entire agreement

  	
  9

  
	
   

  	
  11.10

  	
  No reliance

  	
  9

  
	
   

  	
  11.11

  	
  Counterparts

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  12

  	
  Interpretation

  	
  9

  
	
   

  	
  12.1

  	
  Agreement components

  	
  9

  
	
   

  	
  12.2

  	
  Interpretation

  	
  10

  
	
   

  	
  12.3

  	
  Interpretation of inclusive expressions

  	
  10

  
	
   

  	
  12.4

  	
  Business Day

  	
  11

  
	
   

  	
   

  	
   

  
	
   

  	
  Signing page

  	
  12

  



 


1

















 





 


The agreement


 


	
  Deed
  of release

  	
   

  
	
   

  	
   

  
	
  Date  u   17 June 2009

  	
   

  
	
   

  	
   

  
	
  Between the
  parties

  	
   

  
	
   

  	
   

  
	
  Plaintiffs/
  Defendants by Counterclaim

  	
  William Westmore Purton

  Synwood Pty Ltd (ACN 005
  506 150)

  Lancefield
  Management Pty Ltd (ACN 124 769 133)

  (together,
  the Purton Parties)

  
	
   

  	
   

  
	
  Defendants/
  Plaintiffs by Counterclaim

  	
  Elixir Gaming
  Technologies, Inc

  Dolphin Products
  Pty Ltd (ACN 004 241 945)

  Dolphin Advanced Technologies Pty Ltd (ACN 007 081 996)

  (together,
  the Elixir Parties)

  
	
   

  	
   

  
	
  Background

  	
  1    At all material times, Dolphin Products
  Pty Ltd was the lessee under the Leases as defined by the Share Sale
  Agreement executed by William Purton, Synwood Pty Ltd and VendingData
  Corporation (now Elixir Gaming Technologies Inc) on or about 5 July 2006
  (Share Sale Agreement), being the
  lease of:

   

  (a) 
  590 Waterdale Road, Heidelberg West, Victoria 3081 dated 30 January 2004
  (as varied or extended); and

   

  (b) 
  600 Waterdale Road, Heidelberg West, Victoria 3081 dated 20 August 2000
  (as varied or extended).

   

  (together,
  the Leases)

   

  2    On or about 20 August 1999 and 30 January 2004,
  William Purton provided to the lessor under the Leases, guarantees of the
  obligations of lessee, Dolphin Products Pty Ltd (together, the Lease Guarantees).

   

  3    Pursuant to clause 9.2 of the Share Sale
  Agreement, within 90 days of the Completion Date (ie by 7 October 2006),
  Dolphin Products Pty Ltd must use its best endeavours to obtain the consent
  of the landlord of the Leases to release William Purton as a guarantor under
  the Leases (including providing an equivalent bank guarantee from a bank acceptable
  to the landlord for an amount equal to 12 months rent).

   

  4    Pursuant to clause 9.3(a) of the
  Share Sale Agreement, from Completion (ie 10 July 2006) until such time
  as William Purton has been released as a guarantor under the Leases, Dolphin
  Products Pty Ltd will indemnify, and keep indemnified, William Purton against
  every claim arising out of or in relation to William Purton’s guarantee in
  relation to the Leases.

   

  5    Dolphin Products Pty Ltd has not procured
  William Purton’s release from the Lease Guarantees and William Purton remains
  

  



 


1

















 





 


The agreement


 


	
   

  	
  subject to the Lease Guarantees.

   

  6    The Purton Parties commenced proceedings
  against the Elixir Parties in the Supreme Court of Victoria No. 2061 of
  2007 (the Proceeding).

   

  7    In November 2007, Elixir Gaming
  Technologies Inc and Dolphin Products Pty Ltd commenced a counterclaim
  against the Purton Parties (the Counterclaim).  Dolphin Advanced Technologies Pty Ltd is
  defined as ‘the Company’ at paragraph 61 of the Counterclaim (as amended)
  (although Dolphin Advanced Technologies Pty Ltd is not a party to the
  Counterclaim).

   

  8    Together, the Proceeding and the
  Counterclaim constitute the dispute between the parties (Dispute).
  (Copies of the Amended Statement of Claim and Defence to Amended Statement of
  Claim and Amended Counterclaim are attached to this deed at Annexures 1 and
  2).

   

  9    The parties have agreed to settle the
  Dispute, on a without  costs or
  admissions basis, in accordance with this deed.

   

  10  The parties wish to release all conceivable claims
  against each other in respect of the subject matter of the Dispute, or any
  part of the Dispute, and the Share Sale Agreement (subject to this deed)
  whether or not all material facts are known to the party giving the release,
  and wish this deed to have effect in a manner that most effectively releases
  any claims of the parties against each other in respect of the subject matter
  of the Dispute or any part of the Dispute.

  
	
   

  	
   

  
	
  This deed
  witnesses

  	
  that
  in consideration of, among other things, the mutual promises contained in
  this deed, the parties agree as set out in the Operative part of this deed.

  



 


2

















 





 


Operative part


 


1                                                  Payment


 


(a)                                          The
Elixir Parties will pay to the Purton Parties on or before 23 June 2009
the sum of $US550,000 (United States Dollars Five Hundred and Fifty Thousand
Only) inclusive of GST (the Settlement Sum)
in full and final settlement of the Dispute.


 


(b)                                          The
Settlement Sum must be paid to the Purton Parties by telegraphic transfer to
the bank account with the following details:


 


Name:                                             Synwood Pty Ltd


 


BSB:                                                083-029


 


Account Number:                         SYNWOUSD01


 


SWIFT Code:                                NATAAU3303M


 


2                                                  Release from Lease Guarantees


 


(a)                                          Dolphin
Products Pty Ltd must:


 


(1)                                         use
its best endeavours to procure by 30 September 2009 the release of William
Purton from the Lease Guarantees; and


 


(2)                                         continue
to indemnify William Purton against every claim arising out of or in relation
to the Lease Guarantees.


 


(b)                                          In
the event that by 30 September 2009 Dolphin Products Pty Ltd has not
procured the releases referred to in the preceding sub-paragraph:


 


(1)                                         it
must continue to use its best endeavours to procure the releases until such
time as the releases are granted or all potential liability of William Purton
under the Lease Guarantees has been extinguished; and


 


(2)                                         it
must continue to indemnify William Purton against any claim made against him
pursuant to the Lease Guarantees.


 


(c)                                           Upon
procuring releases of William Purton from the Lease Guarantees Dolphin Products
Pty Ltd must send copies of the documents constituting those releases to the
Purton Parties’ solicitors and until such time as such documents have been sent
Dolphin Products Pty Ltd shall be regarded by all parties hereto not to have
procured the releases required under this clause.


 


2A.             Patent Application No. PCT/AU2007/001736


 


(a)                                          Subject
to the due payment of the Settlement Sum by the Elixir Parties pursuant to
clause 1 above, William Westmore Purton shall :


 


(1)                                         Execute,
as one of the inventors, the Assignment by Inventors (Assignment)
and the Declaration for Patent Application (Declaration)
in relation to patent 


 


3

















 


	
  

  	
  3   Release
  by Purton Parties

  



 


 


 


application serial no. PCT/AU2007/001736 (the Application) and deliver the original executed copies of the
Assignment and Declaration to the Elixir Parties’ solicitors within 5 days from
the date of payment of the Settlement Sum by the Elixir Parties (copies of the
Assignment and Declaration are attached to this deed at Annexures 3 and 4); and


 


(2)                                        execute such other documents and/or do such
other acts as reasonably necessary or required in relation to the Application
without charge to the Elixir Parties,


 


provided that, for the avoidance of doubt,
and notwithstanding anything to the contrary contained in the Assignment or
Declaration, all filing fees and charges for the Application and the fees of
the relevant intellectual property agent (whether Connolly Bove Lodge &
Hutz LLP or such other intellectual property agent as may from time to time be
engaged by the Elixir Parties) in respect of the Application, shall be borne
solely by the Elixir Parties.


 


3                 Release by Purton Parties


 


(a)                                          The
Purton Parties hereby release and discharge the Elixir Parties and each of
their related bodies corporate as defined in the Corporations
Act 2001 (Cth) and the directors, servants and agents of each of
them (Related Parties) severally from any
claim, action, demand, suit or proceeding for damages, debt, restitution,
equitable compensation, account, injunction, specific performance or any other
remedy that the Purton Parties have or may have against the Elixir Parties or
any of their Related Parties in respect of:


 


(1)                                         the
subject matter of the Proceeding or any part of the Proceeding;


 


(2)                                         the
subject matter of the Counterclaim or any part of the Counterclaim;


 


(3)                                         any
thing touching upon, concerning or related to the Dispute including, without
limitations, any damage, loss, cost or expense (including legal costs) suffered
as a result of the Dispute; and


 


(4)                                         any
thing touching upon, concerning or related to the Share Sale Agreement (subject
to this deed),


 


whether arising at common law, in equity,
or under statute or otherwise (the Released Matters).


 


(b)                                          In
support of the release in (a) above, the Purton Parties:


 


(1)                                         covenant
with the Elixir Parties and each of their Related Parties severally not to
claim, sue or take any action against the Elixir Parties or any of their
Related Parties in respect of the Released Matters; and


 


(2)                                         must
indemnify the Elixir Parties and each of their Related Parties severally
against all damage, loss, cost or expense arising from any claim, action,
demand, suit or proceeding brought or threatened by any of the Purton Parties
or their Related Parties against the Elixir Parties or any of their Related
Parties in respect of the Released Matters.


 


(c)                                           For the avoidance of doubt, nothing in clauses 3(a) and
3(b):


 


(1)                                         prevents
the Purton Parties  or their
Related Parties from  commencing  a proceeding to enforce their rights under
this deed; and


 


(2)                                         affects
Dolphin Products Pty Ltd’s obligations pursuant to clause 2 of this deed.


 


4

















 


	
  

  	
  4   Release
  by Elixir Parties

  



 


4                                                  Release by Elixir Parties


 


(a)                                          The
Elixir Parties hereby release and discharge the Purton Parties and each of
their related bodies corporate as defined in the Corporations
Act 2001 (Cth) and the directors, servants and agents of each of
them (Related Parties) severally from any
claim, action, demand, suit or proceeding for damages, debt, restitution,
equitable compensation, account, injunction, specific performance or any other
remedy that the Elixir Parties have or may have against the Purton Parties or
any of their Related Parties in respect of:


 


(1)                                         the
subject matter of the Proceeding or any part of the Proceeding;


 


(2)                                         the
subject matter of the Counterclaim or any part of the Counterclaim; and


 


(3)                                         any
thing touching upon, concerning or related to the Dispute including, without
limitations, any damage, loss, cost or expense (including legal costs) suffered
as a result of the Dispute;


 


(4)                                         any
thing touching upon, concerning or related to the Share Sale Agreement (subject
to this deed),


 


whether
arising at common law, in equity, or under statute or otherwise (the Released Matters).


 


(b)                                          In
support of the release in (a) above, the Elixir Parties:


 


(1)                                         covenant
with the Purton Parties and each of their Related Parties severally not to
claim, sue or take any action against the Purton Parties or any of their
Related Parties in respect of the Released Matters; and


 


(2)                                         must
indemnify the Purton Parties and each of their Related Parties severally
against all damage, loss, cost or expense arising from any claim, action,
demand, suit or proceeding brought or threatened by any of the Elixir Parties
or their Related Parties against the Purton Parties or any of their Related
Parties in respect of the Released Matters.


 


(c)                                           For the avoidance of doubt nothing
in clauses 4(a) and 4(b):


 


(1)                                         prevents
the Elixir Parties  or their
Related Parties from commencing a proceeding to enforce their rights under this
deed; and


 


(2)                                         affects
William Westmore Purton’s obligations pursuant to clause 2A of this deed.


 


5                                                  Benefit of Release


 


Without prejudice to the ability of each
party and each Related Party to enforce this deed for its own benefit, each
party holds the benefit of each release, discharge, indemnity and covenant not
to sue contained in this deed to the extent that it is expressed to apply in
favour of its Related Parties on trust for each of its Related Parties.


 


5

















 


	
  

  	
  6   Settlement

  



 


6                                                  Settlement


 


Each
party must at its expense:


 


(a)                                          do everything required to be done by it to settle
the Dispute in accordance with this deed;


 


(b)                                          consent
to short minutes of order  in the form of
Annexure 5; and


 


(c)                                           bear
its own costs in the Dispute.


 


7                                                  Default


 


(a)                                          In
the event
of default in payment by the Elixir Parties of the Settlement Sum payable under
clause 1 above or any part thereof, the Purton Parties shall be at liberty to
commence a proceeding to enforce their rights under this deed and apply for
judgment for the unpaid balance of the Settlement Sum plus interest from the
date of default at the rate prescribed under the Penalty
Interest Rates Act 1983 (Vic) plus the costs of applying for
judgment and it is hereby further agreed that:


 


(1)                                         this
Deed may be produced as evidence of the Elixir Parties’ irrevocable consent to
such judgment; and


 


(2)                                         an
affidavit by a solicitor acting for the Purton Parties to the effect that the
said sum or any part of it has not been received by the Purton Parties shall be
sufficient evidence of same.


 


(b)                                          In
the event of default by the Elixir Parties or any one of them in any promise
made under this Deed other than the promise to pay the Settlement Sum, the
parties agree that the following provisons shall apply:


 


(1)                                         The
Purton Parties may send written notice of the default to the Elixir Parties’
address for notices specified herein;


 


(2)                                         The
Elixir Parties must within 14 days of receiving such written notice of default
remedy the default and send written notice of having remedied the default to
the Purton Parties’ solicitors;


 


(3)                                         If,
within 14 days after having sent a written notice of default to the Elixir
Parties the Purton Parties have not received the written notice of remedy
referred to in the preceding sub-clause the Purton Parties shall be at liberty
to commence a proceeding to enforce their rights under this deed and apply for
judgment in whatever form is appropriate to the nature of the default and it is
hereby further agreed that:


 


(A)                                        this
Deed may be produced as evidence of the Elixir Parties’ irrevocable consent to
such judgment; and


 


(B)                                        an
affidavit by a solicitor acting for the Purton Parties to the effect that the
default has occurred and not been remedied shall be sufficient evidence of
same.


 


(c)                                           In
the event of default by the Purton Parties or any one of them in any promise
made under this Deed, the parties agree that the following provisons shall
apply:


 


(1)                                         The
Elixir Parties may send written notice of the default to the Purton Parties’
address for notices specified herein;


 


(2)                                         The
Purton Parties must within 14 days of receiving such written notice of default
remedy the default and send written notice of having remedied the default to
the Elixir Parties’ solicitors;


 


6

















 


	
  

  	
  8   Confidentiality

  



 


(3)                                         If,
within 14 days after having sent a written notice of default to the Purton
Parties the Elixir Parties have not received the written notice of remedy
referred to in the preceding sub-clause the Elixir Parties shall be at liberty
to commence a proceeding to enforce their rights under this deed and apply for
judgment in whatever form is appropriate to the nature of the default and it is
hereby further agreed that:


 


(A)                                        this
Deed may be produced as evidence of the Purton Parties’ irrevocable consent to
such judgment; and


 


(B)                                        an
affidavit by a solicitor acting for the Elixir Parties to the effect that the
default has occurred and not been remedied shall be sufficient evidence of
same.


 


8                                                  Confidentiality


 


(a)                                          Neither party may disclose any information in
respect of this deed, other than for the purpose of enforcing this deed,
obtaining legal or tax advice in relation to this deed, or as required by law, rules or
regulations under the applicable stock exchange; or with the prior written
consent of the other party.


 


(b)                                          Subject
to the permitted disclosures in sub-clause (a) above, each party must use
its best endeavours to ensure that none of its employees, servants, agents,
officers or advisers  or Related
Parties  disclose any such information.


 


9                                                  Plea in bar


 


Each party acknowledges that the other
party  and its Related Parties are entitled
to enforce this deed directly  and in the
case of its Related Parties to the same extent as if the Related Parties were
named as parties to this deed and may plead this deed in bar to any claim or
proceeding by the other party  or its Related
Parties in respect of the Released Matters.


 


10                                           Costs and expenses


 


(a)                                          Each party must pay its own legal and other
costs and expenses in respect of the Dispute.


 


(b)                                          Each
party must pay its own costs and expenses in respect of:


 


(1)                                         the
negotiation, preparation, execution, delivery, stamping and registration of
this deed; and


 


(2)                                         the
enforcement or protection or attempted enforcement or protection of any rights
under this deed,


 


including, but not limited to, any legal
costs and expenses on an indemnity basis and any professional consultant’s fees
in respect of any of the above.


 


7
















 


	
  

  	
  11   General

  



 


11                                           General


 


11.1                                 Notices


 


(a)                                          Notice
of any default or other matter required under this deed must be sent to:


 


(1)                                         Hall
and Wilcox Lawyers, level 30, 600 Bourke Street, Melbourne, Victoria 3000 (in
respect of notices to the Purton Parties).


 


(2)                                         Freehills,
level 42, 101 Collins Street, Melbourne, Victoria 3000 (in respect of notices
to the Elixir Parties).


 


11.2                                 Governing law and jurisdiction


 


(a)                                          This
deed is governed by the law in force in Victoria.


 


(b)                                          Each
party irrevocably submits to the non-exclusive jurisdiction of courts
exercising jurisdiction in Victoria
and courts of appeal from them in respect of any proceedings
arising out of or in connection with this deed. Each party irrevocably waives
any objection to the venue of any legal process in these courts on the basis
that the process has been brought in an inconvenient forum.


 


11.3                                 Time of the essence


 


Time
is of the essence in relation to all promises made under this Deed.


 


11.4                                 Invalidity and enforceability


 


(a)                                          If
any provision of this deed is invalid under the law of any jurisdiction the
provision is enforceable in that jurisdiction to the extent that it is not
invalid, whether it is in severable terms or not.


 


(b)                                          Clause 11.4(a) does
not apply where enforcement of the provision of this deed in accordance with
clause 11.4(a) would materially affect the nature or effect of the
parties’ obligations under this deed.


 


11.5                                 Waiver


 


(a)                                          No
party to this deed may rely on the words or Conduct of any other party as a
Waiver of any Right unless the Waiver is in writing and signed by the party
granting the Waiver.


 


(b)                                          The
meanings of the terms used in this clause 11.5 are set out below.


 


	
  Term

  	
   

  	
  Meaning

  
	
   

  	
   

  	
   

  
	
  Conduct

  	
   

  	
  includes
  delay in the exercise of a right.

  
	
   

  	
   

  	
   

  
	
  Right

  	
   

  	
  any
  right arising under or in connection with this deed and includes the right to
  rely on this clause.

  



 


8

















 


	
  

  	
  12   Interpretation

  



 


	
  Term

  	
   

  	
  Meaning

  
	
   

  	
   

  	
   

  
	
  Waiver

  	
   

  	
  an
  election between rights and remedies, and conduct which might otherwise give
  rise to an estoppel.

  



 


11.6                                 Variation


 


A variation of any term
of this deed must be in writing and signed by the parties.


 


11.7                                 Assignment of rights


 


(a)                                          Rights
arising out of or under this deed are not assignable by a party without the
prior written consent of the other parties.


 


(b)                                          A
breach of clause 11.7(a) by:


 


(1)                                         the
Purton Parties entitles the Elixir Parties to terminate this deed;


 


(2)                                         the
Elixir Parties entitles the Purton Parties to terminate this deed.


 


(c)                                           Clause 11.7(b) does
not affect the construction of any other part of this deed.


 


11.8                                 Severability


 


(a)                                          Subject
to clause 11.8(b) the application of any clause of this deed
which is prohibited in any jurisdiction is, in that jurisdiction, ineffective
only to the extent of that prohibition.


 


(b)                                          Clause 11.8(a) does
not apply where the prohibition of the application of any clause of this
deed in any jurisdiction would substantially change the nature of the parties’
obligations under the deed.


 


11.9                                 Entire agreement


 


This deed
states all the express terms of the agreement between the parties in respect of
its subject matter. It supersedes all prior discussions, negotiations,
understandings and agreements in respect of its subject matter.


 


11.10                          No reliance


 


No  party has relied on any statement by any  other party not expressly included in this deed.


 


11.11                          Counterparts


 


This
deed may be executed in any number of counterparts.


 


12                                           Interpretation


 


12.1                                 Agreement components


 


This
deed includes any schedule.


 


9

















 


	
  

  	
  12   Interpretation

  



 


12.2                                 Interpretation


 


In this
deed:


 


(a)                                          Headings
and bold type are for convenience only and do not affect the interpretation of
this deed.


 


(b)                                          The
singular includes the plural and the plural includes the singular.


 


(c)                                           Words
of any gender include all genders.


 


(d)                                          Other
parts of speech and grammatical forms of a word or phrase defined in this deed
have a corresponding meaning.


 


(e)                                           An
expression importing a person includes any company, partnership, joint venture,
association, corporation or other body corporate and any Government Agency as
well as an individual.


 


(f)                                            A
reference to a clause, party, schedule, attachment or exhibit is a reference to
a clause of, and a party, schedule, attachment or exhibit to, this deed
and a reference to this deed includes any schedule, attachment and exhibit.


 


(g)                                           A
reference to any legislation includes all delegated legislation made under it
and amendments, consolidations, replacements or re-enactments of any of them.


 


(h)                                          A
reference to a document includes all amendments or supplements to, or
replacements or novations of, that document.


 


(i)                                              A
reference to a party to a document includes that party’s successors and
permitted assignees.


 


(j)                                             A
promise on the part of 2 or more persons binds them jointly and severally. Each
of the “Purton Parties” and “Elixir Parties” shall be regarded as a “party” to
this deed. Receipt of the Settlement Sum by any one of the Purton Parties
pursuant to clause 1 above shall be deemed received by all Purton Parties.


 


(k)                                          A
reference to an agreement other than this deed includes a deed and any legally
enforceable undertaking, agreement, arrangement or understanding, whether or
not in writing.


 


(l)                                              A
reference to liquidation or insolvency includes appointment of an
administrator, compromise, arrangement, merger, amalgamation, reconstruction,
winding-up, dissolution, deregistration, assignment for the benefit of
creditors, scheme, composition or arrangement with creditors, insolvency,
bankruptcy, or any similar procedure or, where applicable, changes in the
constitution of any partnership or person, or death.


 


(m)                                      No
provision of this deed will be construed adversely to a party because that
party was responsible for the preparation of this deed or that provision.


 


(n)                                          A
reference to a body, other than a party to this deed (including an institute,
association or authority), whether statutory or not:


 


(1)                                         which
ceases to exist; or


 


(2)                                         whose
powers or functions are transferred to another body,


 


is a
reference to the body which replaces it or which substantially succeeds to its
powers or functions.


 


12.3                                 Interpretation of inclusive expressions


 


Specifying
anything in this deed after the words ‘include’ or ‘for example’ or similar
expressions does not limit what else is included.


 


10

















 


	
  

  	
  12   Interpretation

  



 


12.4                                 Business Day


 


Where the day
on or by which any thing is to be done is not a Business Day, that thing must
be done on or by the next Business Day.


 


11

















 





Signing page


 


	
  Executed
  as a deed

  
	
   

  
	
  Executed by:

  
	
   

  
	
  William Westmore Purton

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Witness

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Wiliam
  Westmore Purton

  	
   

  	
  Witness
  name (please print)

  
	
   

  	
   

  	
   

  
	
  Synwood Pty Ltd

  	
   

  	
   

  
	
  (ACN 005 506 150)

  	
   

  	
   

  
	
  in accordance with section 127 of the Corporations Act 2001

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary/
  Director

  	
   

  	
  Witness

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Wiliam
  Westmore Purton

  	
   

  	
   

  
	
  Name (please print)

  	
   

  	
  Witness name (please print)

  



 


12

















 





 


	
  Lancefield Management Pty Ltd

  	
   

  	
   

  
	
  (ACN 124 769 133)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  in
  accordance with section 127 of the Corporations Act 2001

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary/
  Director

  	
   

  	
  Witness

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Wiliam
  Westmore Purton

  	
   

  	
   

  
	
  Name
  (please print)

  	
   

  	
  Witness
  name (please print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Elixir Gaming Techonologies, Inc

  	
   

  	
   

  
	
  in accordance
  with section 127 of the Corporations Act 2001

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary/
  Director

  	
   

  	
  Witness

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Clarence
  Chung

  	
   

  	
   

  
	
  Name
  (please print)

  	
   

  	
  Witness
  name (please print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dolphin Products Pty Ltd

  	
   

  	
   

  
	
  (ACN 004 241 945)

  
	
  in
  accordance with section 127 of the Corporations Act 2001

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary/
  Director

  	
   

  	
  Witness

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Clarence
  Chung

  	
   

  	
   

  
	
  Name
  (please print)

  	
   

  	
  Witness
  name (please print)

  



 


13

















 





 


	
  Dolphin Advanced Technologies Pty Ltd

  	
   

  	
   

  
	
  (ACN 007 081 996)

  	
   

  	
   

  
	
  in
  accordance with section 127 of the Corporations Act 2001

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Secretary/
  Director

  	
   

  	
  Witness

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Clarence
  Chung

  	
   

  	
   

  
	
  Name (please print)

  	
   

  	
  Witness name (please print)

  



 


14
















 





 


Annexure 1


 


Amended
Statement of Claim


 


15

















 





 


Annexure 2


 


Defence
to Amended Statement of Claim and Amended Counterclaim


 


16

















 





 


Annexure 3


 


Assignment
by Inventors


 


17

















 





 


Annexure 4


 


Declaration
for Patent Application


 


18

















 





 


Annexure 5


 


Short
Minutes of Order


 


(1)                                         The
Proceeding is dismissed by consent.


(2)                                         No
order as  to costs.


 


19