Stock Purchase and Sale Agreement




Stock Purchase and Sale Agreement


THIS STOCK PURCHASE AGREEMENT dated October 19, 2007 ("Agreement"), by and
among Max Entertainment Holdings, Inc., a Europlay organized and existing under
the laws of the State of Delaware ("Buyer" or "MAX"), Europlay, Ltd, a Malta
corporation ("Europlay"), Andreas Christensen ("Christiansen") (Europlay and
Christensen are collectively referred to as "Seller") .

W I T N E S S E T H:

WHEREAS, Buyer wishes to buy and the certain shareholders of
Europlay ("Shareholders") wish to sell to Buyer, on the terms and for the
consideration hereinafter provided thirty million (30,000,000) shares of the
capital stock of Seller, which will represent sixty percent (60%) of the issued
and outstanding capital stock of Europlay.

NOW, THEREFORE, in consideration of the promises and the
respective agreements hereinafter set forth, Buyer and Seller hereby agree as
follows:

1. PURCHASE OF EUROPLAY COMMON STOCK.

1.1 Sale of Common Stock. Upon the terms and subject
to the provisions of this Agreement, the Shareholders agree that they will sell,
convey, transfer, assign and deliver to Buyer at the Closing provided for in
Article 2, free and clear of all claims, liens, pledges, encumbrances,
mortgages, charges, security interests, options, preemptive rights or other
interests or equities whatsoever, sixty percent (60%) of the shares of duly and
validly issued, fully paid and nonassessable, common stock of Europlay
(collectively, "Purchased Stock"). 

1.2 Right of First Refusal. If any Shareholder (the "Selling
Shareholder") desiring to dispose of all, but not less than all, of his shares
of stock in Europlay shall receive a bona
fide offer in writing from a financially capable purchaser to purchase all, but
not less than all, of the Selling Shareholder's shares of Stock, the Selling
Shareholder shall give written notice to the Buyer of his or its intention to
make such transfer stating the name and address of the proposed transferee, the
number of shares of Stock (the "Offered Stock") then held or owned by the
Selling Shareholder and the price to be paid therefore and the terms of payment.

The Buyer, upon receipt of such notice of transfer, shall have the option
("Option") to purchase all, but not less than all, of the Offered Stock at the
price and upon the terms bona fide offered by the proposed transferee. The
Option shall be exercisable within the sixty-day period ("Option Period") after
the date of receipt of such notice and shall be exercised by the sending of a
notice to the Selling Shareholder with a copy to the other Shareholders of
Europlay. 

If the Buyer elects not to, or fail to, exercise its options to purchase all
the Offered Stock, the Selling Shareholder may make the proposed transfer of the
Offered Stock to the proposed transferee in accordance with the terms of the
bona-fide offer within the thirty-day period following the expiration of the
Option Period. The proposed transferee shall become a party to this Agreement
with respect to the Offered Stock. If the proposed transfer of the Offered Stock
is not consummated within such thirty-day period, the terms and conditions of
this Section shall again apply to the Offered Stock.


1.3 Consideration for Sale and Transfer of the Purchased
Stock. Subject to the terms and conditions of this Agreement and in reliance
upon the representations, warranties and covenants of Seller and Shareholders
herein contained, and in full consideration of such sale, conveyance, transfer,
assignment and delivery of the Purchased Stock to Buyer, Buyer agrees to pay and
deliver to the Shareholders a total consideration of €6,000,000
payable as follows:

a. On November 15, 2007, or upon the completion of Buyer's
due diligence as set forth in Section 8.6 below, with notification to Seller as
set forth therein, which ever shall occur later, Buyer shall pay the
Shareholders Euro €1,600,000 in cash and
400,000 shares of MAX.

b. On or before March 30, 2008, Buyer shall pay the
Shareholders €1,200,000 in cash and
400,000 shares of MAX.

c. On or before June 30, 2008, Buyer shall pay the
Shareholders Euro €800,000 in cash and
400,000 shares of MAX.

1.4 Escrow of Stock. The parties agree that the
Purchased Stock shall be placed into an escrow account and the shares and cash
distributed as follows:

a. Upon the receipt of the shares of stock of the Buyer and
cash payment from the Buyer to be paid pursuant to Section 1.2(a) above, the
escrow agent shall transfer to Buyer, free of all encumbrances, one third (1/3)
of the Purchased Stock.

b. Upon the receipt of the shares of stock of the Buyer and
cash payment from the Buyer to be paid pursuant to Section 1.2(b) above, the
escrow agent shall transfer to Buyer, free of all encumbrances, one third (1/3)
of the Purchased Stock.

c. Upon the receipt of the shares of stock of the Buyer and
cash payment from the Buyer to be paid pursuant to Section 1.2(c) above, the
escrow agent shall transfer to Buyer, free of all encumbrances, the remainder of
the Purchased Stock.

d. During the pendency of the escrow, voting control of all
shares of Purchased Stock shall be granted to the Buyer by the Seller by way of
an irrevocable stock power. In the event that the Buyer shall breach the terms
of this Agreement, the escrow agent shall provide notice to the Buyer with an
opportunity to cure within a reasonable time, not to exceed thirty (30) days. In
the event the Buyer does not cure the default, the escrow agent shall return the
irrevocable stock power and any of the Purchased Stock to the Seller.

1.5 The Buyer and Christensen agree that Christensen the
parties shall enter into a three (3) year contract for Christensen to serve at
on the Board of Directors. Salary will be commensurate with industry standards
in the gaming industry, as well as include an annual performance bonus. The
initial position of Christensen shall also serve as Executive Chairman of
Europlay and will be responsible for the business development of Europlay.

2. THE CLOSING AND PAYMENT OF STOCK PURCHASE PRICE.



2.1 Closing. The closing ("Closing") with respect to
the acquisition of the Purchased Stock under this Agreement and all other
transactions contemplated hereby shall take place, for reference purposes at the
principal offices of Buyer or as otherwise established by Buyer; provided that,
Buyer and Seller agree that the Closing shall be effected by exchange of signed
documents via facsimile transmission followed by delivery of original signature
by overnight delivery. The Closing shall occur no later than November 15, 2007,
unless the parties mutually agree to extend such date or Buyer in writing waives
its rights to conduct due diligence as set forth in Section 8.6 below. The time
and date of the Closing is hereinafter called the "Closing Date."

2.2 Payment of Stock Purchase Price. At the Closing,
the Buyer shall deliver the Stock Purchase Price in the form of one or more
certificates representing 30,000,000 of the issued and outstanding common shares
of Buyer, which represents sixty percent (60%) of the issued and outstanding
shares of Europlay.

2.3 Transfer of Purchased Stock. As set forth in
Section 1.3 above, Seller shall transfer to Buyer the Purchased Stock, free and
clear of all claims, liens, pledges, encumbrances, mortgages, charges, security
interests, options, preemptive rights, restrictions or any other interests or
imperfections of title whatsoever. Said transfer shall be effected by delivery
to Buyer of the stock certificates deposited with the escrow agent and Issued In
the name of the Buyer.

2.4 Seller's Delivery at Closing. At Closing, Seller
shall also deliver or cause to be delivered to the Buyer copies of the following
(a) the corporate records and seals of Europlay, including, without limiting the
generality of the foregoing, the Europlay 's formation and operating documents
and all minutes and resolutions of the Europlay 's directors and shareholders;
(b) copies of all documents (including, without limitation, records,
correspondence and contracts) that have not been previously delivered before
Closing and that the Buyer in its reasonable opinion considers to be necessary
or desirable for the conduct by the Buyer of any activities related to the
assets or business operations of the Europlay.

2.6 Loss or Damage Prior to Closing. From the date of
this Agreement through Closing, the Seller shall cause Europlay to continue to
operate in the ordinary course, and to satisfy and comply with its obligations
and shall not make or initiate any actions that could result in the default of
any of Europlay's obligations or adversely affect the business of Europlay or
the purchase and sale herein contemplated.

3. REPRESENTATIONS AND WARRANTIES OF EUROPLAY.


Seller hereby represents, warrant and agrees as follows:

3.1 Organization and Qualification of Europlay.
Europlay is duly organized, validly existing and in good standing under the laws
of Malta. Europlay has all requisite corporate power and authority to own or
lease all of its properties and assets and to conduct its business in the manner
and in the places where such properties are owned or leased or such business is
now conducted by it. Europlay is duly qualified, licensed and authorized to do
business as a corporation and is in good standing in the jurisdictions in which
it conducts business, and is not required to be so licensed, qualified or
authorized to conduct its business or own its property in any other
jurisdiction.

The minute books of Europlay are current and contain correct
and complete copies of the Articles of Incorporation and Bylaws of Europlay,
including all amendments thereto and restatements thereof, and of all minutes of
meetings, resolutions and other actions and proceedings of its stockholders and
board of directors and all committees thereof, duly signed by the Secretary or
an Assistant Secretary, all directors or all stockholders. The stock record book
of Europlay is also current, correct and complete and reflects the issuance of
all of the outstanding shares of Europlay's capital stock since the date of its
incorporation.

3.2 Authority of Europlay and the Seller. This
Agreement and each of the agreements and other documents and instruments
delivered or to be delivered to Buyer pursuant to or in contemplation of this
Agreement will constitute, when so delivered, the valid and binding obligations
of such of Seller as are parties thereto and shall be enforceable in accordance
with their respective terms. The execution, delivery and performance of this
Agreement and each of the agreements and other documents and instruments
delivered or to be delivered to Buyer by Seller or Europlay have been duly
authorized by all necessary action of Seller and, with respect to Europlay, are
within Europlay's corporate powers, and will not: (a) result in a breach of or
constitute a default or result in any right of termination or other effect
adverse to Europlay under any indenture or loan or credit agreement of any of
the Seller or Europlay, or any other agreement, lease or instrument to which any
of the Seller or Europlay is a party or by which any property of the Seller or
Europlay is bound or affected; (b) result in, or require, the creation or
imposition of any mortgage, deed of trust, pledge, lien, security interest or
other charge or encumbrance or claim of any nature whatsoever on the Purchased
Stock or any property or assets now owned, leased or used by Europlay; (c)
result in a violation of or default under any law, rule, or regulation, or any
order, writ, judgment, injunction, decree, determination, award, now in effect
having applicability to Seller or Europlay; (d) violate any provisions of the
Articles of Incorporation or Bylaws of Europlay, or (e) require any approval,
consent or waiver of, or filing with, any entity, private or governmental. 

3.3 Capitalization. The Purchased Stock has been duly
and validly authorized, and is duly and validly issued, fully paid and
nonassessable. The Purchased Stock is free and clear of any and all claims,
liens, pledges, charges, encumbrances, mortgages, security interests, options,
preemptive or other rights, restrictions on transfer, or other interests or
equities or imperfections of title whatsoever. There are existing warrants,
preemptive or other rights, options, calls, commitments, conversion privileges,
or other agreements (all of the foregoing being collectively called "Options")
obligating Europlay to issue any or all of its authorized and unissued capital
stock, or any security convertible into and/or exchangeable for capital stock of
Europlay. The Purchased Stock represents sixty percent (60%) of the issued and
outstanding capital stock of Europlay, and no person has any right to acquire
the Purchased Stock or any interest therein except Buyer. 

3.4 Financial Information; Material Adverse Change.
The financial information provided to Buyer (the "Financial Information") and
auditor selected by Buyer is true and correct in all material respects, and do
not fail to disclose any material liability of Europlay. Neither the
execution nor delivery of this Agreement nor the completion of the transactions
contemplated hereby will result in acceleration of any of the dates for payment
of any of the liabilities of Europlay. Since the
date of the Financial Information, there has been no material adverse change in
the financial condition, results of operations, or business prospects of
Europlay. 

3.5 Valid Title to Purchased Stock. The Seller will
deliver to Buyer, valid and marketable title to the Purchased Stock at the
Closing, free and clear of any claims, liens, pledges, charges, encumbrances,
mortgages, security, interests, options, preemptive or other rights,
restrictions on transfer or other interest or equities or any other
imperfections of title whatsoever.

3.6 Conduct of the Business. Europlay is not a party
to, or subject to or bound by nor are any of its assets subject to or bound by
any agreement, oral or written, or any judgment, law, rule, regulation, order,
writ, injunction or decree of any court or governmental or administrative body,
which prohibits or adversely affects or upon the consummation of the
transactions contemplated hereby would prohibit or adversely affect: (a) the use
of any or all of the assets and property of Europlay necessary for operation in
the ordinary and usual course of business; or (b) the conduct of its business
and operations, in each case, in all material respects in the same manner as
such business has been conducted by it. All governmental licenses,
consents, permits and authorities required for the conduct in the ordinary
course of the operations of the business of Europlay and the owning of its
assets, have been obtained, are validly issued and are in good standing and to
the best of Seller's knowledge, such conduct and uses by Europlay are not in
breach or default of any statute, bylaw, regulation, covenant, restriction,
plan, permit, license or authority. 


3.7 Articles of Incorporation. The Articles of
Incorporation of Europlay and all amendments thereto to have been validly
adopted by the stockholders and directors of Europlay and the Articles of
Incorporation, as amended, are in full force and effect and are legal, valid,
binding and enforceable in accordance with its terms.

3.8 Bylaws. The Bylaws of Europlay, and all amendments
to the Bylaws, have been validly adopted, and the Bylaws, as amended, are in
full force and effect and are legal, valid, binding and enforceable in
accordance with their terms.

3.9 Share Redemptions and Distributions. Europlay is
not obligated to redeem any shares from any shareholder, and 
no dividends or other distributions in respect of any equity
security have been made or authorized by Europlay to the Seller or former
shareholders of Europlay. 

3.10 Disclosure. To the best of Seller's knowledge,
(a) no representation, warranty or statement contained in this Agreement or
other document furnished or to be furnished to Buyer pursuant hereto or in
connection with the transactions contemplated under this Agreement contains or
will contain any untrue statement of a material fact or omits or will omit to
state a material fact or any fact necessary to make the statements contained
therein not materially misleading; and (b) there is no fact, which materially
and adversely affects, or, in the future may materially and adversely affect,
the condition of Europlay which has not been fully disclosed by Seller to Buyer.


3.11 Litigation. Neither the Seller nor Europlay is
party to any actions, suits or other legal, administrative or arbitration
proceedings or government investigations, actual or, to the best of Seller's
knowledge threatened, which could reasonably be expected to result in impairment
or loss of the Seller's interests in the Purchased Stock or any Europlay assets.
There are no claims, claims for damages, actions, causes of action, suits or
proceedings by or against Europlay, or affecting any of its assets, either to
best of Seller's knowledge threatened or affecting the subject matter of this
purchase and sale, nor any suits or proceedings at law or equity before or by
any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, which could reasonably be expected to
adversely affect the business of Europlay or the purchase and sale herein
contemplated. 

3.12 Brokers. The Seller has engaged or consulted with
any advisor or broker to whom Buyer will or may become obligated to pay any
consideration on or following the Closing.

3.13 Taxes. Europlay has duly and timely filed all
returns, elections, filings and reports in respect of income and other taxes
required to be filed by it by law and all such returns, elections, filings and
reports are true, complete and correct in all material respects; there are no
tax arrears, including income tax, goods and services tax, employee withholdings
or property tax nor any related interest or penalties owing to any foreign,
federal, state, territorial or municipal tax authorities; the Seller has no
knowledge of any delinquent taxes or any actual or threatened assessment of
deficiency or additional tax or other governmental charge; there has been no tax
audit of Europlay by any taxing or other authority within 24 months of the
Closing Date, the Seller has no knowledge of any such audit currently pending or
threatened and there are no tax liens on any of the assets or properties of
Europlay; there are no agreements, waivers, or other arrangements with any
taxation authority providing for an extension of time with respect to the filing
of any tax return, election or payment of any tax, governmental charges ,
penalty, interest or fine, by Europlay; there are no actions, suits,
proceedings, investigations or claims now threatened or pending (to the
knowledge of the Seller) against or affecting Europlay in respect of taxes,
governmental charges, penalties, interest or fines, or any matters under
discussion with any governmental authority relating, to taxes, governmental
charges, penalties, interest or fines asserted by any such authority.


4. REPRESENTATIONS AND WARRANTIES BY BUYER.

As of the date hereof and as of the date of the Closing,
Buyer represents and warrants as follows:

4.1 Organization and Qualification of Buyer. Buyer is
duly organized, validly existing and in good standing under the laws of
Delaware. Buyer has full corporate power and authority to own or lease all of
its properties and assets and to conduct its business in the manner and in the
places where such properties are owned and leased or such business is now
conducted by it. 

4.2 Authority of Buyer. This Agreement and each of the
agreements and other documents and instruments delivered or to be delivered by
Buyer pursuant to or in contemplation of this Agreement will constitute, when so
delivered, the valid and binding obligation of Buyer and shall be enforceable in
accordance with their respective terms. The execution, delivery and performance
of this Agreement and each such agreement, document and instrument has been duly
authorized by all necessary corporate action of Buyer and is within Buyer's
corporate powers. The execution, delivery and performance of any such agreement,
document or instrument by Buyer and the execution, delivery and performance of
this Agreement or any other agreement, document or instrument by the Buyer does
not and will not with the passage of time or the giving of notice or both: 

(i) result in a breach of or constitute a default under any
indenture or loan or credit agreement or under any agreement of the Buyer, or
any other material agreement, lease or instrument to which Buyer is a party or
by which the property of Buyer is bound or affected; 

(ii) result in a violation of or default under any law, rule,
or regulation, or any order, writ, judgment, injunction, decree, determination,
award, indenture, material agreement, lease or instrument now in effect having
applicability to Buyer;

(iii) violate any provisions of the Articles of Incorporation
or Bylaws of Buyer; or 

(iv) require any approval, consent or waiver of, or filing
with, any entity, private or governmental, which has not been obtained. 

4.3 Governmental Approvals. All requisite consents,
authorizations, licenses, permits, orders, certificates and approvals of all
third parties and/or governmental agencies, including without limitation any
governmental agency or authority of the United States, or other jurisdiction
whose approval is necessary for Buyer to consummate the transactions
contemplated by this Agreement have been obtained.

4.4 Disclosure. No representation or warranty in this
Article 4, and no statement contained elsewhere in this Agreement or in any
schedule, exhibit, certificate or other document furnished or to be furnished by
Buyer to Seller pursuant hereto or in connection with the transactions
contemplated under this Agreement contains any untrue statement of a material
fact or omits or will omit to state a material fact or any fact necessary to
make the statements contained therein not materially misleading. 

4.5 Purchase for Investment. Buyer hereby represents
and warrants to each Seller that Buyer is acquiring the Purchased Stock for its
own account, for investment, and not with a view to the distribution thereof in
violation of the Securities Act of 1933 or of the State Laws. Buyer understands
that the Purchased Stock have not been registered under the Securities Act of
1933 (the "Act") or any state securities law, by reason of their sale to the
Seller in transactions exempt from registration; and, that the Purchased Stock
must be held by Buyer indefinitely unless a subsequent disposition thereof is
registered under the Act and the state securities laws or is exempt from
registration. Buyer represents and warrants to the Seller that the sale of the
Purchased Stock to it hereunder is exempt from registration under the provisions
of Section 4(2) of the Act. 

5. COVENANTS OF THE BUYER, SELLER AND SHAREHOLDERS.


The Buyer, Seller and Shareholders covenant and agree as
follows throughout the period from the date hereof through and including the
final payment as set forth in Section 1.3(c) above:

5.1 Restrictions. Seller and Shareholders agree that
they shall not do any of the following (except with the prior written consent of
the parties):

(a) Redeem, purchase, repurchase or retire any of the capital
stock of Europlay, or declare or pay any dividends or make any other payments or
distribution upon any of the capital stock of Europlay; 

(b) Make or permit any material change in or cease in whole
or in significant part its present business; 

(c) Sell, lease, transfer or otherwise dispose of all or any
material portion of its assets including, without limitation, rights to patents,
knowhow, intellectual property or other intangible assets or cancel any debts or
claims, except sales of inventory in the ordinary course of business or
immaterial amounts of other intangible personal property not required in the
business;

(d) Make any change in the Articles of Incorporation or
Bylaws of Europlay;

(e) Make any change in the authorized or issued and
outstanding capital stock of Europlay including any changes involving treasury
shares; 

(f) Grant any options or rights to purchase any securities of
Europlay; in addition, Seller agrees that all outstanding options and warrants
to acquire shares of Europlay stock shall have been exercised or cancelled prior
to Closing;

(g) Effect any dissolution, winding up, liquidation or
termination of the business of Europlay.

(h) Enter into any transaction or fail to perform any act
required by Seller, or cause Europlay to enter into any transaction or fail to
perform any act required of Europlay, which could reasonably be expected to
cause any representation or warranty of Seller set forth in Article 3 to be
untrue as of Closing. 

5.2 Notice of Breach. To the extent Seller obtains
actual knowledge that any of the representations or warranties contained in
Article 3 hereof would be incorrect in any material respect were those
representations or warranties made immediately after such knowledge was
obtained, Seller shall notify Buyer in writing promptly of such fact and
exercise reasonable efforts to remedy same to the extent within Seller's
control.

5.3 Access. Seller will permit Buyer, its counsel, its
auditors and its appraisers to inspect and copy all records and documents
relating to the business operations of Europlay that are in Europlay's and
Seller' custody, care or control and shall have access to all places of their
business throughout all regular business hours, provided such inspections do not
unduly disrupt the conduct of business, provided, further, that Buyer shall not
contact Europlay's customers or suppliers without the prior written consent of
Seller, which consent shall not be unreasonably withheld or delayed.

5.4 Authorization from Others. Seller shall use
reasonable efforts to obtain all authorizations, consents and approvals of third
parties or governmental agencies that may be required to permit the consummation
of the transactions contemplated by this Agreement.

5.5 Consummation of Agreement. Seller shall use
reasonable efforts to satisfy all conditions to the Closing that are within
Seller's control to the end that the transactions contemplated by this Agreement
shall be fully carried out. 

5.7 Business Intact; Relationships with Customers and
Suppliers. Seller shall use best efforts to keep intact the business of
Europlay, to keep available its key employees and to maintain the goodwill of
its customers, distributors and suppliers and other persons having business
dealings with it.

5.8 Restrictions on Resale. Seller and Shareholders
acknowledge that MAX is a fully reporting company
under the Securities Act of 1933 ("Securities Act"), is subject to the reporting
requirement of the Securities and Exchange Commission ("Commission")
pursuant to Sections 12, 13, 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and is current in its filings. Max
represents and warrants that the shares of its common stock issued pursuant to
this Agreement are restricted securities under the Securities Act of 1933, as
amended and are subject to restrictions upon transfer. Currently, under Rule 144
of the Securities Act, a non-affiliate (defined as someone who is not an
officer, director or holder of 10% or more of a company's common stock) is
allowed to resell shares after one (1) year, if such a sale is conducted through
a market transaction. Rule 144 is subject to revision by the Commission.
The certificates representing the Shares will contain a restrictive legend
which reads as substantially follows:




    THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
    SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND ARE BEING
    ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH
    SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED
    HEREIN THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT
    AND NOT FOR PURPOSES OF DISTRIBUTION. THESE SECURITIES MAY NOT BE OFFERED,
    SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION,
    OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. THE STOCK
    TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE
    WITH THE ABOVE INSTRUCTIONS.

    
    

  

6. FURTHER COVENANTS OF SELLER, SHAREHOLDERS AND
BUYER.

6.1 Regulatory Filings. Each of the parties hereto
will furnish to the other party hereto such necessary information and reasonable
assistance as such other party may reasonably request in connection with its
preparation of necessary filings or submissions to any governmental agency.
Buyer and Seller each agree to timely file any information reports, applications
or notices required to be filed in connection with the transactions contemplated
by this Agreement .

6.2 Consummation of Agreement. Buyer shall use its
reasonable efforts to satisfy all conditions to the Closing that are within its
control to the end that the transaction contemplated by this Agreement shall be
fully carried out.

6.3 Authorization From Others. Buyer shall use its
reasonable efforts to obtain all authorizations, consents and approvals of third
parties or governmental agencies that may be required to permit the consummation
of the transactions contemplated by this Agreement.

7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER TO
CLOSE. 

The obligation of Buyer to acquire the Purchased Stock as
contemplated hereby, and to perform its other obligations hereunder to be
performed on or after the Closing, shall be subject to the fulfillment, on or
prior to the Closing Date, unless otherwise waived in writing by Buyer, of the
following conditions: 

7.1 Representations and Warranties. The
representations and warranties of Seller set forth in Article 3 hereof shall be
true and correct in all material respects on the Closing Date as if made on and
as of such date, and Buyer shall have received a certificate to such effect,
executed by Seller and dated as of the Closing Date, in form satisfactory to
Buyer.

7.2 Performance of Covenants. Seller shall have
performed all covenants and obligations contained in this Agreement to be
performed on or prior to the Closing Date and Buyer shall have received a
certificate to such effect, executed by the Seller and dated as of the Closing
Date, in form satisfactory to Buyer. 

7.3 Threatened or Pending Proceedings. No proceedings
shall have been initiated or threatened by any governmental department,
commission, bureau, board, agency or instrumentality, foreign or domestic, or
any other bona fide third party seeking to enjoin or otherwise restrain or to
obtain an award for damages in connection with the consummation of the
transactions contemplated hereby.

7.4 Material Adverse Change. There shall have been no
material adverse change in the financial condition, results of operations, or
business prospects of Europlay from July 1, 2007, through the Closing Date.
Material adverse change shall mean any event, occurrence, condition or other
change in effect which has resulted or could reasonably expected to be
materially adverse to any of the following: Europlay, its business, its
prospects, its operations or results of operations, the condition (financial or
otherwise) of Europlay or any material asset.

7.5 Issuance of Additional Stock. The Seller agrees
that has disclosed all of the Issued shares of stock of Europlay to the Buyer,
and the Seller agrees that it shall not issue any additional stock of Europlay
after the signing of this agreement without the express written consent of the
Buyer. Any such issuance of stock of Europlay after the Closing Date without
such written consent of the Buyer shall be considered a breach of this Agreement
and result in the distribution of any Purchased Stock held in escrow, and
terminate the obligation of payments of the Buyer as set forth in Sections
1.2(a)-(c) above.

8. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER TO CLOSE.


The obligation of Seller and Shareholders to sell the
Purchased Stock as contemplated hereby, and to perform their other obligations
hereunder to be performed on or after the Closing, shall be subject to the
fulfillment, on or prior to the Closing Date, unless otherwise waived in writing
by the Seller and Shareholders, of the following conditions: 

8.1 Representations and Warranties. The
representations and warranties of Buyer set forth in Article 4 hereof shall be
true and correct in all material respects on the Closing Date as if made on and
as of such date, and the Seller shall have received a certificate to such
effect, executed by the President or any Vice President of Buyer and dated as of
the Closing Date, in form satisfactory to the Seller. 

8.2 Performance of Covenants. Buyer shall have
performed all of its covenants and obligations contained in this Agreement to be
performed on or prior to the Closing Date and the Seller shall have received a
certificate to such effect, executed by the President or any Vice President of
the Buyer and dated as of the Closing Date, in form satisfactory to Seller. 

8.3 Corporate Action. All corporate action necessary
to authorize (i) the execution, delivery and performance by Buyer of this
Agreement and any other agreements or instruments contemplated hereby to which
Buyer is a party and (ii) the consummation of the transactions and performance
of its other obligations contemplated hereby and thereby shall have been duly
and validly taken by Buyer, and the Seller shall have been furnished with copies
of all applicable resolutions adopted by the Board of Directors of Buyer,
certified by the Secretary or Assistant Secretary of Buyer.

8.4 Threatened or Pending Proceedings. No proceedings
shall have been initiated or threatened by any governmental department,
commission, board, bureau, agency or instrumentality, foreign or domestic, or
any other bona fide third party seeking to enjoin or otherwise restrain or to
obtain an award for damages in connection with the consummation of the
transactions contemplated hereby. 

8.5 Delivery of Certificates and Documents to Seller.
The Buyer shall have delivered, or cause to be delivered, to the Seller
certificates as to the legal existence and good standing of Buyer issued by the
State of Delaware and/or such other appropriate official thereof.

8.6 Due Diligence of Buyer. The Buyer covenants to
undertake due diligence with regard to Seller, to be concluded no later than
December 15, 2007, and Seller agrees to make a books and records of Seller
available to Buyer prior to the Closing Date, including, inter alia,
copies of patents, licensees, financial records, contracts, debts, liabilities
and the like. If Buyer completes Its due diligence and Is satisfied with the
information provided by the Seller, Buyer will notify the Seller In writing, and
this condition precedent will be satisfied. If Buyer does not so notify the
Seller, Closing will not occur, and Buyer shall have no further obligations
hereunder. 

9. TERMINATION OF AGREEMENT.

9.1 Termination. At any time prior to the Closing
Date, this Agreement may be terminated (a) by the consent of the Buyer and
Seller, (b) by Seller if there has been a material misrepresentation, breach of
warranty or breach of covenant by Buyer in its representations, warranties and
covenants set forth herein, (c) by Buyer if there has been a material
misrepresentation, breach of warranty or breach of covenant by the Seller in
their representations, warranties and covenants set forth herein, (d) by the
Seller if the conditions stated in Article 8 have not been satisfied at or prior
to the Closing Date or (e) by Buyer if the conditions stated in Article 7 have
not been satisfied at or prior to the Closing Date.

9.2 Effect of Termination. If this Agreement shall be
terminated as above provided, this Agreement shall become null and void and have
no effect all obligations of the parties hereunder shall terminate without
liability of any party to the other; provided however, that nothing in this
Section 9.2 shall prevent any party from seeking or obtaining damages or
appropriate equitable relief for the breach of any representation, warranty or
covenant made by any other party hereto. 

9.3 Right to Proceed. Anything in this Agreement to
the contrary notwithstanding, if any of the conditions specified in Article 7
hereof have not been satisfied at or prior to the Closing, Buyer, having
otherwise satisfied its obligations or met conditions to Closing hereunder,
shall have the right to proceed with the transactions contemplated hereby
without waiving any of its rights hereunder, and if any of the conditions
specified in Article 8 hereof have not been satisfied at or prior to the
Closing, the Seller, having otherwise satisfied their obligations or met
conditions to Closing hereunder, shall have the right to proceed with the
transactions contemplated hereby without waiving any of their rights hereunder.

9.4 Notice of Breach. To the extent Buyer obtains
knowledge before the Closing Date that any of the representations or warranties
contained in Article 4 hereof would be incorrect in any material respect were
those representations or warranties made immediately after such knowledge was
obtained, the Buyer shall notify Seller in writing promptly of such fact and
exercise its reasonable efforts to remedy same to the extent within Buyer's
control. To the extent Seller obtains knowledge before the Closing Date that any
of the representations or warranties contained in Article 3 hereof would be
incorrect in any material respect were those representations or warranties made
immediately after such knowledge was obtained, the Seller shall notify Buyer in
writing promptly of such fact and exercise its reasonable efforts to remedy same
to the extent within Seller's control.

10. RIGHTS AND OBLIGATIONS SUBSEQUENT TO CLOSING. 

10.1 Survival of Representations and Warranties. All
representations, warranties, covenants and obligations herein shall be deemed to
have been relied upon by the other party, and shall survive the execution and
delivery of this Agreement for a period of one (1) year from the date of
Closing, except for any covenant or obligation that, by its terms, is to be
performed subsequent to such date.

10.2 Further Assurances. From time to time after the
Closing and without further consideration, the parties will execute and deliver,
or arrange for the execution and delivery of such other instruments of
conveyance and transfer and take such other action or arrange for such other
actions as may reasonably be requested to more effectively complete any of the
transactions provided for in this Agreement or any document annexed hereto.

11. INDEMNIFICATION.

11.1 Indemnification by the Seller. The Seller hereby
agrees to defend, indemnify and hold Buyer, Europlay and their respective
officers, directors, shareholders, employees, agents, attorneys and
representatives, harmless from and against any damages, liabilities, losses and
expenses (including, without limitation, reasonable attorneys' fees) which may
be sustained or suffered by Buyer or Europlay arising out of, based upon, or by
reason of a material breach of any representation or warranty, or a failure to
perform any agreement or covenant made by the Seller in this Agreement.

11.2 Indemnification by the Buyer. The Buyer hereby
agrees to defend, indemnify and hold the Seller and his employees, agents,
attorneys, and representatives, harmless from and against any damages,
liabilities, losses and expenses (including, without limitation, reasonable
attorneys' fees) which may be sustained or suffered by the Seller arising out
of, based upon, or by reason of a material breach of any representation or
warranty, or a failure to perform any agreement or covenant, made by the Buyer
in this Agreement or in any exhibit, schedule, certificate or financial
statement delivered hereunder, or arising out of, based upon, or by reason of
any claim, action or proceeding asserted or instituted growing out of any such
materially breached representations, warranties or covenants.

11.3 Notice; Defense of Claims. Each party to this
Agreement shall give prompt written notice to the other party or parties to this
Agreement under each claim for indemnification hereunder specifying the amount
and nature of the claim, and of any matter which is likely to give rise to an
indemnification claim. Each party to this Agreement has the right to participate
at its own expense in the defense of any such matter or its settlement, or the
indemnified party may direct the indemnifying party to take over the defense of
such matter so long as such defense is expeditious. Failure to give timely
notice of a matter which may give rise to an indemnification claim shall not
affect the rights of the indemnified party to collect such claims from the
indemnifying party so long as such failure to so notify does not materially
adversely affect the indemnifying party's ability to defend such claim against a
third party. No indemnifying party, in the defense of any claim or litigation
shall, except with the consent of an indemnified party, which consent shall not
be unreasonably withheld or delayed, consent to entry of any judgment or enter
into any settlement by which such indemnified party is to be bound and which
judgment or settlement does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect to such claim or litigation. 

12. NONDISCLOSURE COVENANTS.

12.1 Disclosure of Information. It is understood that
the business of Europlay is of a confidential nature. Prior to the date hereof
Europlay may have revealed and on or after the date hereof Europlay may reveal
to the Seller or Shareholders confidential information concerning Europlay or
any of Europlay's affiliates or subsidiaries which, if known to competitors
thereof, would damage Europlay or its said affiliates or subsidiaries. The
Seller and Shareholders each agree that they will not knowingly divulge or
appropriate to their own use, or to the use of any third party, any secret or
confidential information or knowledge obtained by them concerning Europlay or
its subsidiaries or affiliates, including, but not limited to, information
pertaining to methods, processes, designs, equipment, catalogs, customer lists
and operating procedures. The restrictions contained in this paragraph against
disclosing or using confidential information shall not apply to information
which is in the public domain other than by reason of Seller's breach of this
Agreement or to information previously disclosed by Seller or Europlay to
prospective purchasers of Europlay, which prospective purchasers have executed
and delivered nondisclosure agreements to Europlay. Seller represents that such
confidentiality agreements are contracts between Europlay and such prospective
buyers and that they provide in pertinent part for inter alia: a
prohibition on the prospective Buyer's use or disclosure of such confidential
information, a return (except for one certain prospective buyer) of the
confidential material at Europlay's request, and a prohibition on solicitation
of Europlay's employees for a period of two (2) years after the date of
execution of the confidentiality agreement.

13. MISCELLANEOUS.

13.1 Taxes. Any taxes in the nature of sales or
transfer tax and any stock transfer tax, payable on the sale or transfer of all
or any portion of the Purchased Stock or the consummation of any other
transaction contemplated hereby shall be paid by Seller.

13.2 Assignability. Neither this Agreement nor any
rights or obligations hereunder, are assignable by Seller, Shareholders or
Europlay. The rights of Buyer under this Agreement are assignable in part or
wholly to any Europlay controlled by, controlling or under common control with
Buyer, and any assignee of Buyer shall succeed to and be possessed of the rights
of Buyer hereunder to the extent of the assignment made; provided, however, that
and such assignment by Buyer shall not relieve Buyer of its obligations
hereunder. 

13.4 Section Headings. The Section and paragraph
headings in this Agreement are for convenience of reference only and shall not
be deemed to alter or affect provisions thereof. 13.5 Waiver. Neither the
failure nor any delay on the part of any party hereto in exercising any right,
power or remedy hereunder shall operate as a waiver thereof, or of any other
right, power or remedy or preclude any further or other exercise thereof, or the
exercise of any other right, power or remedy.

13.6 Expenses. Buyer, Seller and Shareholders shall
pay the fees and expenses of their respective accountants and legal counsel
incurred in connection with the transactions contemplated by this Agreement.
Buyer acknowledges that it has paid certain expenses for the financial
statements and for corporate legal work during the period of the negotiations
for this Agreement. Seller acknowledges that legal fees incurred by the Seller
or the Shareholders in connection with this Purchase and Sale Agreement are the
personal expenses of individual Shareholder. 

13.7 Notices. Any notices required or permitted to be
given hereunder shall be given in writing and delivered in person or sent
certified mail, postage prepaid, return receipt requested, to the respective
parties at their addresses following the signatures at the end of this Agreement
or at such other addresses as may hereinafter be designated by such party in
writing to other parties.

13.8 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware
applicable to agreements made and to be performed in that state, without regard
to any of its principles of conflicts of laws or other laws that would result in
the application of the laws of another jurisdiction. This Agreement shall be
construed and interpreted without regard to any presumption against the party
causing this Agreement to be drafted. Each of the parties unconditionally and
irrevocably consents to the exclusive jurisdiction of the courts of the State of
New York and the Federal district court for the Southern District of New York
with respect to any suit, action or proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby, and each of the parties
hereby unconditionally and irrevocably waives any objection to venue in any such
court.


13.9 Entire Agreement. This Agreement contains the
entire agreement between the parties hereto with respect to the transaction
contemplated herein and shall not be modified or amended except by an instrument
in writing signed by the parties hereto. 

13.10 Validity. The invalidity or unenforceability of
any particular provision of this Agreement shall not affect any other provisions
hereof, and this Agreement shall be construed in all other respects as if such
invalid and unenforceable provisions were omitted. 

13.11 Intentionally Omitted. 

13.12 Counterparts. This Agreement may be signed in
any number of counterparts each of which shall be deemed to be an original and
all of which together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, we have set our hands and seals as of the
date first above written. 

MAX ENTERTAINMENT HOLDINGS, INC.

By: Daniel Killian

Authorized signatory: /s/ Daniel Killian

EUROPLAY, LTD.:

Printed Name: ANDREAS CHRISTENSEN

Signature: /s/ Andreas Christensen

SHAREHOLDER:

Printed Name: ANDREAS CHRISTENSEN

Passport No. LO118993

Signature: /s/ Andreas Christensen