8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 26, 2010

ELIXIR GAMING TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	001-32161	91-1696010
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Unit 3705, 37/F, The Centrium
60 Wyndham Street
Central, Hong Kong

(Address of principal executive offices)

+ 852-3151-3800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 1.01               Entry into a Material Definitive Agreement.

On May 27, 2010, Elixir Gaming Technologies, Inc. (the “Company”) issued a press release announcing that, amongst other matters, Dreamworld (Takeo) Investment Holding Limited (“Dreamworld Holding”), a new company set up by the Company in Cambodia, entered into a Land Sale & Purchase Agreement (the “S&P Agreement”) on May 26, 2010 for the acquisition of a parcel of land in Takeo Province of Cambodia (the “Land”) with the owner of the Land, and Dreamworld Leisure (Cambodia) Limited, another new wholly-owned subsidiary of the Company (“Dreamworld Leisure”), was awarded a license on May 21, 2010 to build and open a casino hotel in Takeo Province of Cambodia (the “License”). The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated into this Item 1.01 by reference.

The S&P Agreement and the Land

On May 26, 2010, Dreamworld Holding entered into the S&P Agreement for the acquisition of the Land. The Land has a total area of approximately 30,000 square meters and is located in Takeo Province, a border area of Cambodia and Vietnam, which is approximately 200 kilometers south of Phnom Penh and connects the major cities of the Southern part of Vietnam and Phnom Penh, Cambodia. The total consideration for the Land is $1.76 million, of which $850,000 was paid to the owner of the Land (the “Seller”) on or before the signing of the S&P Agreement as deposit. The remaining balance of the consideration is payable upon completion of the transfer of ownership of the Land and registration of the title thereof under the name of Dreamworld Holding by the land office and the relevant authorities in Cambodia, which is currently expected to take place on or before August 9, 2010. The entire consideration will be funded from the internal resources of the Company. In case the completion fails to take place on or before August 9, 2010, Dreamworld Holding may elect to extend the completion date or to terminate the S&P Agreement and if Dreamworld Holding elects to terminate the S&P Agreement, the Seller will be required to repay the deposit in full to Dreamworld Holding. Pursuant to the terms of the S&P Agreement, neither party may unlawfully terminate the S&P Agreement without cause. If the Seller unlawfully terminates the S&P Agreement, then in addition to a refund of the deposit, the Seller will also be required to pay a monetary compensation in the same amount of the deposit, namely $850,000, to Dreamworld Holding.

According to the advice from external legal counsel, under the laws of Cambodia, only Cambodian citizens or Cambodian entities are legally allowed to own land in Cambodia. Cambodian entities are defined as having 51% or more of the voting shares held by Cambodian citizens or Cambodian entities. As a result, for foreigners, including the Company, to purchase legal title to land in Cambodia, it is necessary to set up a landholding company in which the foreigner owns 49% of the voting shares.

For the purpose of complying with the said legal requirements, the Company incorporated Dreamworld Holding on May 19, 2010. Dreamworld Holding is a

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private limited liability company formed in Cambodia for the sole purpose of acquiring the Land and in which the Company owns a 49% interest. The other 51% interest is held by a company managed by the external legal counsel (the “Cambodian Entity”). Regardless of its minority shareholding, the Company has effective control over Dreamworld Holding and the Land through certain shareholders arrangements between the Company and the Cambodian Entity.

The relevant shareholder arrangements include imposing strict restrictions on the transfer of its shares in Dreamworld Holding by the Cambodian Entity and the conferring of sole rights to the Company to nominate directors to the board of Dreamworld Holding. In addition, unless otherwise approved by the board of Dreamworld Holding (all of its members are nominated by the Company), the Cambodian Entity will not be entitled to receive any dividends, distribution of assets or proceeds from any sale of assets of Dreamworld Holding. Moreover, the consideration for acquisition of the Land will be provided by the Company in the form of a loan to Dreamworld Holding and the Company will take security over the Land through a mortgage.  According to the legal counsel, the structure involving the said shareholders arrangements are in compliance with accepted control requirements and the Company will generally be recognized as having effective control of Dreamworld Holding and the Land.

The License to build and open a Casino Hotel

On May 21, 2010, the License to build and open a casino hotel in Takeo Province of Cambodia was granted by the Government of the Kingdom of Cambodia to Dreamworld Leisure, which is a newly formed company in Cambodia and a wholly-owned subsidiary of the Company. Pursuant to the License, Dreamworld Leisure is allowed to construct and open a casino hotel for table games and slot machines (the “Casino Hotel”) and it is currently the intention of the Company to build the Casino Hotel on the Land. It is anticipated that upon completion of the construction of the Casino Hotel, a formal casino license will be granted to Dreamworld Leisure and Dreamworld Leisure shall be the operating company of the Casino Hotel.

The following diagram illustrates the corporate structure of the Company in the abovementioned project in Takeo Province of Cambodia:

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Item 9.01Financial Statements and Exhibits.

(d)The following exhibits are filed as exhibits to this Current Report on Form 8-K:

Exhibit No.	Description	Method of Filing
10.1	Land Sale & Purchase Agreement between Dreamworld (Takeo) Investment Holding Limited and the owner of the Land dated as of May 26, 2010	Filed electronically herewith
99.1	Press release dated May 27, 2010	Filed electronically herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ELIXIR GAMING TECHNOLOGIES, INC.
Dated: May 27, 2010	/s/  Clarence Chung
	Clarence Chung
	Chief Executive Officer

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EX-10.1

Exhibit 10.1

KINGDOM OF CAMBODIA

Nation  Religion  King

LAND SALE & PURCHASE AGREEMENT

This Land Sale & Purchase Agreement (“Agreement”) is made on this                day of             , 2010, by and between:

SELLER:	Mr. VAR Chhouda, a Cambodian citizen holding Cambodian Identification Card No. 010055664, issued on July 31, 2001, residing at No. 36Z, Phum 3, Sangkat Chroy Changvar, Khan Russey Keo, Phnom Penh, Cambodia; and
	Mrs. ROEUNG Poau Youlen, a Cambodian citizen holding Cambodian Identification Card No. 010055665, issued on July 31, 2001, residing at No. 36Z, Phum 3, Sangkat Chroy Changvar, Khan Russey Keo, Phnom Penh, Cambodia, (Collectively the “Seller”); and
BUYER:	DREAMWORLD (TAKEO) HOLDING INVESTMENT HOLDING LIMITED, a limited liability company incorporated under the laws of the Kingdom of Cambodia on May 19, 2010, Registration No. Co.0989KH/2010, having its registered address at No. 7E Mao Tse Toung Boulevard, Sangkat Boeng Keng Kang 1, Khan Chamcarmon, Phnom Penh, Kingdom of Cambodia, represented by its authorized director Mr. CHUNG Yuk Man, a Chinese citizen, holding Chinese passport number H90130531 issued on March 6, 2002, residing at Flat B, 30/F, Tower 3, Tregunter, 14 Tregunter Path, Mid-levels, Hong Kong, (Respectively the “Buyer” and the “Representative of the Buyer”).

Seller and Buyer may herein be individually referred to as “Party” or collectively as the “Parties”.

Recitals

WHEREAS Seller is the owner of land, and any buildings or structures thereon, located at Phum Phsar, Phnom Din, Srok Kirivong, Takeo Province, Kingdom of Cambodia, which is currently registered under two (2) Certificates of Title issued on August 1st, 2003 by the Department of Land Management Urban Planning Construction and Cadastre, with Certificate of Title No. TK002863 (AIII0042) having a total flat land area of 26,235 (Twenty Six Thousand Two Hundred Thirty Five) square meters (the “First Land”), and with Certificate of Title No. TK002862 (AIII0041) having a total flat land area of 30,531 (Thirty Thousand Five Hundred and Thirty One) square meters (the “Second Land”), as fully identified by copies of the Certificates of Title attached hereto in Annex A.

WHEREAS Buyer intends to become the owner of the entire First Land, and a portion divided and split off from the Second Land which neighbors the First Land and has a flat land area of 3,765 (Three Thousand Seven Hundred and Sixty Five) square meters, as identified by a copy of map attached hereto as Annex B (the “Split Land”), such that the Buyer intends to become the owner land with a total flat land area of 30,000 (Thirty Thousand) contiguous square meters (the “Land”).

WHEREAS Seller wishes to sell the Land to Buyer and Buyer wishes to purchase the Land from Seller.

Agreement

1.Purchase of the Land.  Buyer agrees to purchase from Seller and Seller agrees to sell the Land to Buyer in accordance with the provisions of this Agreement.

2.Purchase Price and Terms of Payment.  The purchase price of the Land is US$1,760,000 (One Million Seven Hundred Sixty Thousand United States Dollars) on the basis that the size of the Land is 30,000 (Thirty Thousand) square meters (the “Purchase Price”). The Purchase Price includes any processing fees, any transfer tax, unused land tax and any other taxes or related fees for the transfer of the Land, which shall be borne solely by the Seller. The Purchase Price shall be paid to Seller as follows:

2.1First Deposit.  The Buyer hereby acknowledges having already paid to the Seller a fully refundable deposit in the amount of US$350,000 (Three Hundred Fifty Thousand United States Dollars) on April 28, 2010 (the “First Deposit”) and the receipt of which is hereby acknowledged by the Seller.

2.2Second deposit. Upon execution of this Agreement, Buyer shall pay to Seller by cheque a further fully refundable deposit in the amount of US$500,000 (Five Hundred Thousand United States Dollars) (the “Second Deposit”), the receipt of which is hereby acknowledged by the Seller (The First Deposit and the Second Deposit are collectively referred to as “Deposit”). After the execution of this Agreement by both Parties, the Seller shall proceed with the preparation and submission of all necessary documents to the relevant land authorities (the “Land Office”) in order to effectuate (i) the division of the Second Land and issuance of a valid Certificate of Title to the Split Land, and  (ii) the transfer of the Certificates of Title to the First Land and Split Land under the name of the Buyer, including preparation and submission of the Vente Definitive and any other documentation required by the Land Office (collectively the “Transfer Documents”), to Buyer’s sole and entire satisfaction and in accordance with Clauses 4.2, 4.3 and 4.7.

2.3Balance Payment. Buyer shall pay Seller US$910,000 (Nine Hundred and Ten Thousand United States Dollars) representing the balance of the Purchase Price (the “Balance Payment”) by cheque on the day of delivery to Buyer of the original Certificates of Title for the Land in the name of Buyer and upon completion of the Balance Payment Conditions set out in Clause 3 and of Seller’s obligations in Clause 4 at Buyer’s sole and entire satisfaction.

3.Balance Payment Conditions and Purchase Date.

3.1.The Purchase Date of the Land shall occur on the date the Balance Payment is made to Seller, provided Seller’s obligations under Clause 4 have been fulfilled and the following documents or evidence have been provided to Buyer and verified and accepted by Buyer, at Buyer’s sole and entire satisfaction, and in accordance to the provisions of Clause 3.2 (the “Purchase Date”):

(a)The original Certificates of Title to the First Land and Split Land issued by the Land Office in the name of Buyer, obtained from the Land Office by Buyer’s designated legal adviser, and clear from any liens, encumbrances, restrictions, mortgages, court orders, ongoing or pending disputes, other third party rights (including leases) or claims;

(b)The original Vente Definitive and any other original documents evidencing the payment of all taxes and processing fees has been paid by Seller for the transfer of the Land to Buyer which are detailed in Clause 5.5;

(c)Any other documents related to the Land or to its transfer to Buyer, including those described in Clause 4.2 and 4.7; and

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(d)Any other approvals, documents or information related to Seller’s Promises and Guarantees under Clause 6 of this Agreement;

(Collectively, the “Balance Payment Conditions’’)

3.2.Prior to the completion of all the Balance Payment Conditions, Seller shall send any originals or photocopies of the original documents required in Clause 3.1. to Buyer’s designated legal adviser, at № 33, Street 294 (Corner Street 29), Sangkat Tonle Bassac, Khan Chamkarmon, (PO Box 7), Phnom Penh, Cambodia  (Attention:  Mr.  Frédéric Viou). Upon verification, if all the documents required to be provided to Buyer under the Balance Payment Conditions have been accepted by Buyer at Buyer’s sole and entire satisfaction, and if Seller has complied with all of its obligations, promises or guarantees under this Agreement, Buyer shall then make the Balance Payment by cheque to Seller, upon the Buyer is provided with the original documents listed in Clause 3.1.

3.3.Seller agrees that it will fulfill its obligations under Clauses 3.1., 3.2., and 4 or its promises and guarantees under Clause 6, with a view to procure that the Purchase Date occurs on or before August 9, 2010 (representing a period of 80 (Eighty) calendar days from the date of signing this Agreement). In the event Seller fails to fulfill the said obligations within the said 80 (Eighty) calendar day period, then Buyer may agree to extend the deadline for Seller to reach the Purchase Date or terminate this Agreement at Buyer’s sole discretion by notice in writing to Seller. In the event that this Agreement is terminated by Buyer in accordance with this Clause for reason that Seller fails to fulfill its obligations, promises or guarantees, the Deposit made (as set forth in Clause 2.1 above) shall be refunded to Buyer by Seller within 10 (Ten) calendar days in accordance with the terms of Clause 9.

3.4.On the Purchase Date, Buyer and Seller will meet at the office of Buyer’s designated legal adviser at the address as stated in Clause 3.2 above, in order to verify the Balance Payment Conditions are satisfied to Buyer’s sole and entire satisfaction, in which case the Balance Payment shall be made to Seller.

4.Seller’s Obligations Before Purchase Date. Within 80 (Eighty) calendar days from the date of signing this Agreement, Seller shall:

4.1.Provide the original Certificates of Title to the First Land and the Second Land to Buyer upon execution of this Agreement and of the Vente Definitive, which Certificates of Title shall be kept in the possession of Buyer’s designated legal adviser until submission to the relevant land office for registration of the Certificates of Title to the First Land and the Split Land in the name of Buyer, or alternatively, until valid termination of this Agreement is made pursuant to Clause 9 and the Deposit paid pursuant to Clause 2.1 is refunded in full to Buyer in accordance with Clause 9.

4.2.In the presence of the relevant Cambodian officials and at Buyer’s sole and entire satisfaction, execute the Vente Definitive, and execute any other documents and obtain any other necessary approvals related to the transfer of the Land. In particular, Seller shall obtain, and cooperate with Buyer fully in taking all necessary actions to obtain, a court order to recognize the heirs to the Land and approve the transfer of the Land to Buyer should such court order be required by the relevant Cambodian land office, Seller shall also obtain,  and cooperate with Buyer fully in taking all necessary actions to obtain, any Family Council and/or Sangkat approvals

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or certifications, or any other documents related to recognizing the heirs to the Land and required by the relevant Cambodian land office. All costs and fees related to the foregoing, including court and Sangkat certification fees and costs shall be for the sole account of Seller. Seller shall provide all such required documents to Buyer’s designated legal adviser to submit to the Land Office in order to effectuate the transfer.

4.3.Fulfill the Balance Payment Conditions and perform all acts required to assist Buyer and the legal adviser of Buyer to procure registration with all required Cambodian governmental bodies of a valid and lawful Certificates of Title to the First Land and the Split Land in the name of Buyer, which Certificates of Title shall be clear from any liens, encumbrances, restrictions, mortgages, court orders, ongoing or pending disputes, other third party rights (including leases) or claims. Seller hereby agrees to allow the legal adviser designated by Buyer to perform the registration of the Certificates of Title to the First Land and the Split Land in the name of Buyer, including submitting to and receiving from the relevant land office all original transfer documents, any other documents that may be required in accordance with Clause 4.2, and the relevant Certificates of Title.

4.4.Ensure that the Land is vacant and available for the exclusive use and possession of Buyer, and that there are no occupants on the Land on the Purchase Date. Any claims for compensation by any occupants of the Land are the full and final responsibility of Seller. Buyer has no responsibility or liability for any claims for compensation, relocation or housing for previous occupants of the Land.

4.5.Ensure that all access ways to the Land are available for use by Buyer and that Buyer has access to the Land itself.

4.6.Ensure the Land is maintained in its present condition from the date of execution of this Agreement to the time of the Purchase Date, including, but not limited to, ensuring that no plants, shrubs, bushes, or trees are cut, cleared or removed from the Land, and that no soil, sand or other earth is removed from the Land after execution of this Agreement and until the Land is transferred to the name of Buyer

4.7.Pay all appropriate taxes or fees for filing and submitting the Land transfer, including all stamp and registration taxes, transfer fees, transfer tax, and unused land tax.

5.Buyer’s Obligations Before Purchase Date.  Within 80 (Eighty) calendar days from the date of signing this Agreement, Buyer shall:

Buyer shall use its reasonable endeavours to cooperate with Seller in order to effectuate the completion of all the Balance Payment Conditions.

5.1.Thumbprint the Vente Definitive and any other documents necessary to cooperate with Seller in order to request the transfer of the Land to Buyer.

5.2.Upon execution of the Vente Definitive, take all appropriate and reasonable actions to register the Certificates of Title to the First Land and the Split Land in the name of Buyer, including submitting to and receiving from the Land Office all original transfer documents and the Certificates of Title.

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6.Seller’s Promises and Guarantees.  Seller promises, guarantees and warrants that as of the date of the Agreement and up to and including the Purchase Date (unless otherwise specified in the particular promise, guarantee or warranty below):

6.1.Until the time when the Certificates of Title to the First Land and the Split Land are registered in Buyer’s name by the Land Office and/or the relevant Cambodian authorities, Seller is the sole legal possessor and sole legal owner of the Land. No other person or entity has any ownership or leasehold interest of any kind in the Land.

6.2.There are no liens, encumbrances, restrictions, mortgages, court orders, ongoing or pending disputes, other third party rights (including leases) or claims with regard to the Land.

6.3.Seller is not aware of any defects with regard to the Land.

6.4.Seller has not entered into any agreement to provide rights to third parties on the Land.

6.5.Seller has not made an application for a construction permit which has been refused.

6.6.Without prejudice to Seller’s guarantees and warrants under Clauses 6.1, 6.2 and 6.4 above, Seller confirms that it has disclosed to Buyer prior to the entering of this Agreement, all documents and information related to the Land, including any documents showing any third party rights with regard to the Land, such as any security interests, mortgages, tax assessments, charges, pledges, encumbrances, easements, rights of way over the Land, or other third party rights (including leases) or claims.

6.7.If applicable, Seller has paid to the relevant government authorities all taxes and fees arising from prior ownership, occupation or prior leasing of the Land, which arose on or before the Purchase Date. All taxes and fees related to the transfer of the Land are for the sole account of Seller as detailed in Clause 2.

6.8Seller shall not dispute or hinder in any way the return to Buyer of the Deposit made in the event of termination of this Agreement in accordance with its terms.

6.9Seller warrants that the entire Land which is subject to this Agreement can be used by Buyer for any purpose intended or desired by Buyer.

6.10The Land, including the subsoil and earth below the Land is free from pollution, Unexploded Ordinance (UXO), hazardous waste and other environmental damage at the time of execution of this Agreement and the Land has not been used for the handling, treatment, storage or disposal of any hazardous or toxic substance at any time that Seller has been the owner of the Land.

7.Buyer’s Promises and Guarantees.  Buyer promises, guarantees and warrants that as of date of signing this Agreement Buyer and the Representative of the Buyer have legal capacity to enter into this Agreement.

8.Possession and Access.  Buyer shall be entitled to exclusive possession of the Land immediately on the Purchase Date. From the date of execution of this Agreement, Buyer

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shall be allowed reasonable access to the Land for the purpose of inspection, surveying, measuring, marking boundaries and other purposes for conducting due diligence on the Land.

9.Termination and Default.

9.1.If Seller fails to perform any of its obligations, guarantees or promises under this Agreementat Buyer’s sole and entire satisfaction within 80 (Eighty) calendar days from the date of signing this Agreement (“Seller’s Default”), Buyer can at any time upon a default by Seller:

(i)Terminate this Agreement by written notice to Seller; or

(ii)Require specific performance from Seller of its obligations under this Agreement; or

(iii)Extend the time to reach the Purchase Date.

9.2.If Buyer terminates this Agreement pursuant to subsection (i) above in the case of Seller’s Default, the Deposit made shall be refunded in full within 10 (Ten) calendar days to Buyer, or to any person or entity designated in writing to Seller by Buyer or by the Representative of the Buyer. If Seller fails to return to Buyer within 10 (Ten) calendar days  the Deposit, Seller shall also be responsible for payment of interest on the Deposit to Buyer at the rate of 5% (five percent) per year accruing from the relevant date on which the relevant part of the Deposit was paid (for the avoidance of doubt, the date of payment of the First Deposit was April 28, 2010 and the date of payment of the Second Deposit was the date of this Agreement) until the date when the Deposit has actually been refunded in full to Buyer.

9.3.No Party is allowed to terminate this Agreement without any breach or default of this Agreement by the other Party.

9.4.If Buyer terminates this Agreement by written notice to Seller at Buyer’s own option and discretion when there is no Seller’s Default hereunder claimed by Buyer, then Seller may at its own discretion :

(a)Seek specific performance at Cambodian courts from Seller of its obligations under this Agreement; or

(b)Forfeit the Deposit made by the Buyer as full and final compensation to Seller for the unlawful termination of this Agreement by Buyer.

9.5.If Seller terminates this Agreement by written notice to Buyer at Seller’s own option and discretion when there is no Buyer’s default or breach of the terms of this Agreement, then Buyer may at its own discretion :

(a)Seek specific performance at Cambodian courts from Seller of its obligations under this Agreement; or

(b)Require Seller to refund the Deposit in accordance with Clause 9.2 above and in which case, Seller shall, as the same time of the said refund of Deposit, pay an additional sum equal to the amount of the Deposit to Buyer as full and final compensation to Buyer for the unlawful termination of this Agreement by Seller.

10.Notifications.  All notices to be made in writing under this Agreement shall be given in the English and Khmer languages to the following individuals and addresses or such other

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addresses as the parties may have designated to each other by notice in accordance with this article:

IF TO SELLER:

Mr. VAR Chhouda

Address:No. 36Z, Phum 3, Sangkat Chroy Changvar, Khan Russey Keo, Phnom Penh, Cambodia.

IF TO BUYER:

DREAMWORLD (TAKEO) INVESTMENT HOLDING LIMITED

Address:No. 7E Mao Tse Toung Boulevard, Sangkat Boeng Keng Kang 1, Khan Chamcarmon, Phnom Penh, Kingdom of Cambodia

With copy to:

DFDL MEKONG (Buyer’s designated legal adviser)

Address :No.33, Street 294 (Corner Street 29), Sangkat Tonle Bassac, Khan Chamkarmon, (PO Box 7), Phnom Penh, Cambodia (Attention :  Mr.  Frédéric Viou)

11.Joint and Several Responsibility of Seller.All individuals defined as Seller shall jointly and severally be liable with regard to Seller’s obligations, promises or guarantees under this Agreement and shall indemnify Buyer against any claim, action, proceeding, suit, demand, cost, expense, loss or other liability incurred or suffered by Buyer as a result of exercising or performing this Agreement, unless the foregoing are caused by the willful misconduct or negligence of Buyer.

12.Indemnification of Claims.  If any person or entity makes any claim to an interest in some or all of the Land, or any claim for any payment related to the Land (such as taxes or fees), and the factual basis for this claim exists at or before the Purchase Date, Seller shall:

12.1.Fully cooperate with Buyer to defend against such claims, including submission of documents and evidence to court and appearing in court or before other judicial or administrative bodies to give evidence or testimony;

12.2.Pay for all Buyer’s costs and fees in defending such claims, including legal fees; and

12.3.Indemnify and reimburse Buyer for all costs and damages, including legal fees, incurred by Buyer in the event such claims are successful in whole or in part, or in the event that Buyer agrees, with Seller’s consent, to settle with the claimant (such consent not to be unreasonably withheld). In the event that any claim is made and settled prior to the Purchase Date, all costs and damages incurred by the Buyer in connection with the settlement of that claim shall be deducted from the Purchase Price.

13.Payments to Third Parties and Heirs.  In the event any individuals or entities having a legitimate claim on the Land or in relation to the Land prior to the Purchase Date make any legitimate claim for payment of any kind for the Land, for any portion of the Land, or in relation to the Land, the Seller shall be responsible for any and all payments made to these individuals or entities and Buyer shall have no responsibility for payment. The Seller shall notify the Buyer of any such claim.

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14.Succession.  All rights of Buyer under this Agreement shall inure to the benefit of its successors and assigns, and all obligations of Seller shall bind its successors and assigns.

15.Governing Law and Arbitration.  This Agreement and any Dispute arising under this Agreement shall be governed and construed under the laws of the Kingdom of Cambodia. The Parties agree to try to settle their disputes amicably in the Kingdom of Cambodia. Subject to Clauses 9.4(a) and 9.5(a), any dispute that cannot be settled amicably shall be referred to and finally settled by arbitration under the rules provided by the Commercial Arbitration Law of the Kingdom of Cambodia (the “Rules”) by one or more arbitrators appointed in accordance with the Rules. The arbitration proceedings shall be held in Phnom Penh at the National Arbitration Centre of Cambodia or in such other nearby location as the arbitrators and Parties may agree. The language of the arbitration shall be English. The decision of the arbitrators shall be final and binding on both Parties, who expressly exclude all and any rights of appeal from all and any awards. The Parties agree that neither Party shall attempt to dispute the award of the arbitration tribunal and that judgment upon the award may be entered in any court having jurisdiction over any Party against whom an award has been made, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be.

16.Entire Agreement.  This Agreement constitutes the entire agreement of the Parties.  Any prior agreements, oral or written, in conflict with this Agreement shall be null and void.  No modifications of this Agreement shall be effective unless in writing and signed by both Parties.

17.Severability.  If any of the provisions of this Agreement shall be held invalid or unenforceable, this Agreement shall be construed as if not containing those provisions and the rights and obligations of the Parties to this Agreement shall be construed and enforced accordingly.

18.Language.  This Agreement and all notices and amendments to it shall be executed in English and Khmer. The English version shall prevail to the extent of any inconsistency between the two versions.

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IN WITNESS WHEREOF, Seller, by signing below, and Buyer by signing below, hereby acknowledge and agree to the terms of this Agreement.

Executed as an agreement in 4 (Four) original copies in the English language and 4 (Four) original copies in the Khmer language.

SELLER:	WITNESSES OF SELLER:
/s/ VAR Chlouda
Name: Mr. VAR Chhouda	Name:
/s/ ROEUNG Poau Youlen
Name: Mrs. ROEUNG Poau Youlen	Name:
BUYER:	WITNESS OF BUYER:
DREAMWORLD (TAKEO) INVESTMENT HOLDING LIMITED
By its authorized representative
/s/ CHUNG Yuk Man
Name: Mr.CHUNG Yuk Man	Name:

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ANNEX A

Copy of Certificate of Titles

(Attached)

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EX-99.1

Exhibit 99.1

CONTACTS:

Elixir Gaming

Traci Mangini

SVP, Corporate Finance

312/867-0848

ELIXIR GAMING TECHNOLOGIES TO BUILD AND OPERATE CASINO HOTEL
ON CAMBODIA VIETNAM BORDER

- The Project, Dreamworld Casino and Resort, Provides Incremental Long-Term Growth Strategy to the Company’s Gaming Business Model -

Hong Kong – May 27, 2010 - Elixir Gaming Technologies, Inc. (NYSE Amex: EGT) (“Elixir Gaming” or “the Company”), a leading provider of electronic gaming machines on a participation basis to the Pan-Asian gaming industry, today announced it has been granted a casino license by the Cambodian government and plans to build and operate its own casino hotel in the Takeo Province near the Vietnam border. The project, which is named Dreamworld Casino and Resort (“Dreamworld”), represents an important incremental leg of the Company’s long-term growth strategy.

Dreamworld will include a casino and hotel on over seven acres (30,000 square meters) of land.   The total consideration for the land is $1.76 million, of which a deposit of $850,000 has been paid to secure the land.  The remaining balance of the consideration for the land is payable upon completion of the transfer of the title of the land by the relevant authorities in Cambodia, after which the Company assumes effective control of the land.  This is expected to take place in early August 2010.

Strategically located within three hours drive of several major cities in Southern Vietnam with a total estimated population of approximately 17 million people and approximately 125 miles (200 kilometers) south of the capital city of Phnom Penh, Dreamworld’s primary market will be the mass market players from Southern Vietnam.  Dreamworld will also cater to players with dual passports in the greater Phnom Penh region, as local Cambodians are prohibited from gambling in their country.  In addition to being located on National Highway No. 2, the highly-trafficked road that connects Phnom Penh and the major cities in Southern Vietnam, the property is positioned near a duty free trading zone that houses a large shopping facility and is within 30 minutes of a famous temple in Vietnam that attracts over one million visitors annually.

The initial plans for Dreamworld include 150 electronic gaming machine seats and 20 table games housed on approximately 54,000 square feet (5,000 square meters) of casino floor space and 50 hotel rooms, all of which is expected to be completed in the fourth quarter of 2011.  The Company intends to develop additional phases of the project dependant on demand and the availability of capital.

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Capital expenditures for the initial phase, including the land and construction costs, are estimated to be approximately $8 to $10 million.  Based on the Company’s estimated project timeline, projected cash flows, and the deferral of principal repayments until July 2011 on its unsecured promissory note due to Elixir Group, Elixir Gaming anticipates funding these plans from cash on hand and projected cash flow from operations.

Clarence Chung, Chairman and Chief Executive Officer of Elixir Gaming, commented, “In an effort to better capitalize on the growth opportunities that exist in our target markets and enhance long-term returns, we have developed a two-pronged approach to our growth strategy for our gaming operations as the provider of gaming machines on a participation basis and as a casino owner and operator in emerging markets in Pan Asia.

“The owner and operator approach allows us the potential for higher long-term incremental returns on our operations given the ability to collect 100% of the net win compared to 20-25% as per our existing participation contracts.  In addition, this extension of our gaming operations provides us the ability to leverage our established presence and goodwill in this market and increases our long-term control of our operations.

“As a border casino, Dreamworld will be strategically positioned to capitalize on the attractive Southern Vietnam and greater Phnom Penh feeder markets.  We intend to leverage our marketing expertise to make Dreamworld a destination location for the mass market players in the area.”

About Elixir Gaming Technologies, Inc.

Elixir Gaming Technologies, Inc. (NYSE Amex: EGT) is a leading provider of electronic gaming machines on a participation basis to the Pan-Asian gaming industry, with a strategic presence and focus on the Cambodia and Philippines markets. The Company secures long-term contracts to provide electronic gaming machines and related systems to premier hotels and other well-located gaming venues in Asia.  The Company retains ownership of the gaming machines and systems and receives recurring daily fees based on an agreed upon percentage of the net gaming win per machine and provides on-site maintenance.  Elixir Gaming also holds a casino license in Cambodia and will build and operate Dreamworld Casino and Resort, a casino hotel in the Takeo Province near the Vietnam border.  Phase one of Dreamworld Casino and Resort is expected to be completed in the fourth quarter of 2011.   For more information please visit www.elixirgaming.com.

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Forward Looking Statements

This press release contains forward-looking statements concerning Elixir Gaming, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Those forward-looking statements include statements regarding expectations for the business of Elixir Gaming, its working capital requirements and future revenue and profitability, the project schedule for its Dreamworld Casino and Resort and Elixir Gaming’s ability to fund the Dreamworld project.  Such statements are subject to certain risks and uncertainties, and actual circumstances, events or results may differ materially from those projected in such forward-looking statements.  Factors that could cause or contribute to differences include, but are not limited to, risks related to the costs incurred by Elixir Gaming in defending shareholder litigation and the outcome of any judgment or settlement with respect to such litigation, Elixir Gaming’s inability to place gaming machines at significant levels, whether the gaming machines placed generate the expected amount of net-win, Elixir Gaming’s ability to successfully execute its plans to build and operate a casino hotel, the ability of Elixir Gaming to acquire additional capital as and when needed, the ability of Elixir Gaming to collect revenue and protect its assets and those other risks set forth in Elixir Gaming’s annual report on Form 10-K for the year ended December 31, 2009 filed with the SEC on March 30, 2010 and subsequently filed quarterly reports on Form 10-Q.  Elixir Gaming cautions readers not to place undue reliance on any forward-looking statements.  Elixir Gaming does not undertake, and specifically disclaims any obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur.

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