exhibit10-1.htm


  
     

    EXHIBIT 10.1

    


    
      LICENCE
AND DISTRIBUTION AGREEMENT

      


      BETWEEN

      

        
          	
                  (1)

                	
                  Sona Mobile Inc. (EIN 20
      – 0375677) and Sona
      Innovations, Inc. (BN 86762 2441), whose registered offices are at
      39th
      Floor, 245 Park Avenue, New York, NY 10167 (collectively "Sona Group
      ")

                   

                  Tel:           +
      1 702 243 7662

                  Fax:           +
      1 702 243 7602

                  Email:       kim.stein@sonamobile.com

                
	
                   

                  AND

                   

                
	
                  (2)

                	
                  eBet Limited (ABN 59 059
      210 774), eBet Gaming
      Systems Pty. Ltd. (ABN 50 086 218 832) and eBet Systems Pty. Ltd.
      (ACN 088 033 121) whose registered offices are at Unit 13, 112-118
      Talavera Road, Macquarie Park, NSW 2113 Australia (collectively, the
      “eBet
      Companies”)

                   

                  Tel:         
      + 61 2 8817 4702

                  Fax:         
      + 61 2 8817 4770

                  Email:      ttoohey@ebetonline.com

                
	
                   

                  The
      Parties hereby enter into this Agreement

                   

                


        

         

        
          	
                  Signed,
      sealed and delivered by Sona Mobile Inc.:

                	/s/ 
      KIM STEIN  
	
                  Date:

                	
                  August
      17,2008

                	 
      	
                  Authorised
      Signatory

                
	 
      
	
                  Signed,
      sealed and delivered by Sona Innovations, Inc.:

                	/s/ 
      STEPHEN FELLOWS  
	
                  Date:

                	
                  August
      17, 2008

                	 
      	
                  Authorised
      Signatory

                
	 
      
	
                  Signed,
      sealed and delivered by eBet Limited

                	/s/
       ANTHONY TOOHEY  
	 
      	
                  Director

                
	
                  Date:

                	
                  August
      18, 2008

                	 
      	/s/
       IAN JAMES  
	 
      	
                  Director

                
	 
      
	
                  Signed,
      sealed and delivered by eBet Gaming Systems Pty. Ltd.

                	/s/
       ANTHONY TOOHEY 
	 
      	
                  Director

                
	
                  Date:

                	
                  August
      18, 2008

                	 
      	/s/
       IAN JAMES    
	 
      	
                  Director

                
	 
      
	
                  Signed,
      sealed and delivered by eBet Systems Pty. Ltd.

                	/s/ 
      ANTHONY TOOHEY 
	 
      	
                  Director

                
	
                  Date:

                	
                  August
      18, 2008

                	 
      	/s/ 
      IAN JAMES    
	 
      	
                  Director

                


        




    


    
      
        
          


           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    INDEX

     

    

      
        	
                1.

              	
                Definitions
      and Interpretation

              	
                1 

              
	
                2.

              	
                Closing

              	
                6 

              
	
                3.

              	
                Appointment
      of Distributor and License of eBet Software and eBet Developed
      Software

              	
                10 
      

              
	
                4.

              	
                Obligations
      Of the Parties

              	
                11 
      

              
	
                5.

              	
                Testing
      and Forecasting

              	
                12 
      

              
	
                6.

              	
                Sale
      of Products

              	
                13 
      

              
	
                7.

              	
                Collection
      and delivery of Products

              	
                14 
      

              
	
                8.

              	
                Title
      to Products

              	
                15 
      

              
	
                9.

              	
                Acceptance
      of Products

              	
                15 
      

              
	
                10

              	
                Prices,
      Fees And Expenses

              	
                16

              
	
                11

              	
                Taxes

              	
                19 
      

              
	
                12

              	
                Advertising
      and Promotion

              	
                20 
      

              
	
                13

              	
                Regulatory
      And Testing Approvals

              	
                20 
      

              
	
                14

              	
                Training

              	
                20 
      

              
	
                15

              	
                Intellectual
      Property Rights

              	
                20 
      

              
	
                16

              	
                Trade
      Marks And Patents

              	
                21

              
	
                17

              	
                Product
      Liability

              	
                26

              
	
                18

              	
                Duration
      and Termination

              	
                27 
      

              
	
                19

              	
                Effects
      of Termination

              	
                28 
      

              
	
                20

              	
                Extent
      of Liability

              	
                28 
      

              
	
                21

              	
                Confidential
      Information

              	
                29 
      

              
	
                22

              	
                Fairness
      and Good Faith

              	
                30 
      

              
	
                23

              	
                Dispute
      Resolution

              	
                30 
      

              
	
                24

              	
                Assignment

              	
                31

              
	
                25

              	
                [Intentionally
      Omitted]

              	
                32 
      

              
	
                26

              	
                Notices

              	
                32 
      

              
	
                27

              	
                General

              	
                32 
      

              
	
                28

              	
                Governing
      Law and Jurisdiction

              	
                33 
      

              
	
                29

              	
                Regulatory
      Compliance

              	
                33 
      

              
	Schedule
      1 - Description
      of Sona Software	
                 
      

              
	Schedule
      2 - Description
      of eBet Products and eBet Software	 
      
	Schedule
      3 - Sona
      Compliance Committee Plan	 
      
	Schedule
      4 - eBet
      Companies’ Compliance Committee Plan	 
      
	Schedule
      5 - EGS
      Pro-Forma Purchase Order	 
      


      






    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    INTRODUCTION

     

    
      	
              A.  

            	
              Sona
      is an operating company in a business which is synergistic with the
      business currently conducted by
EGS.

            


    

     

    
      	
              B.  

            	
              The
      Sona Group owns the Intellectual Property Rights associated with the Sona
      Software.

            


    

     

    
      	
              C.  

            	
              ELTD
      is the parent holding company of EGS and ES and owns certain Intellectual
      Property Rights associated with the eBet
  Software.

            


    

     

    
      	
              D.  

            	
              EGS
      is an operating company in a business which is synergistic with the
      business currently conducted by
Sona.

            


    

     

    
      	
              E.  

            	
              ES
      owns certain Intellectual Property Rights associated with the eBet
      Software.

            


    

     

    
      	
              F.  

            	
              The
      Sona Group has requested that EGS take a licence of the Sona Software, and
      EGS has agreed.

            


    

     

    
      	
              G.  

            	
              Sona
      also wishes to become a distributor of Products and a licensee of the eBet
      Software and the eBet Developed Software, and EGS has
    agreed.

            


    

     

    
      	
              H.  

            	
              This
      Agreement sets out the terms and conditions of the agreements between the
      Parties.

            


    

     

     

    IT IS AGREED as follows:

     

     

    
      	
              1.  

            	
              Definitions
      and Interpretation

            


    

     

    In this
Agreement:

     

    
      	
              1.1 
      

            	
              Unless
      the context otherwise requires, the following expressions have the
      following meanings:

            


    

     

     

    
      	
               
      

            	
              “Bankruptcy
      Code”

            	
              Title
      11 of the United States Code entitled “Bankruptcy” as now and hereafter in
      effect, or any successor statute;

            


    

     

     

    
      	
               
      

            	
              “Closing
      Date”

            	
              on
      or before 22 August 2008;

            


    

     

     

    
      	
               
      

            	
              “Compliance
      Plan”

            	
              the
      compliance plans adopted from time to time in good faith by the board of
      directors of Sona (initially attached as Schedule 3) or eBet Limited (ACN
      059 210 774) (initially attached as Schedule 4) and notified to the eBet
      Companies or Sona respectively;

            


    

     

     

    
      	
               
      

            	
              "Confidential
      Information"

            	
              all
      information (whether written, oral or in electronic form) concerning the
      business and affairs of either the Sona Group or the eBet Companies that
      the other of them obtains or receives as a result of the discussions
      leading up to, or the entering into or the performance of this Agreement
      (including Object Code and Source Code, proprietary processes, and the
      terms and conditions of this
Agreement);

            


    

     


    
      
        
           

           

        

         


      

      
        Page
1

        
          

        

      

      
         


      

    


     

    


     

    
       

      
        	
                 
      

              	
                      
                  “eBet Developed
      Products”

                

              	
                      
                  the
      products developed from the eBet Developed
      Software;

                

              


      

       

       

      
        
          	
                   
      

                	
                        
                    “eBet Developed
      Software”

                  

                	
                        
                    any
      future software developed by the eBet Companies (with or without
      assistance from Sona)
which:

                  

                


        

         

      

    

     

    (a) is
based on a version of the Sona Software which can no longer be supported with
modifications or changes and requires an entirely new Source Code, software
architecture or programming language to provide the desired upgrades,
improvements, enhancements or new functionality; or

     

     

    (b) is
based on modifications to the Sona Software which allows the Sona Software to be
compliant with the SAS 6.0 protocol or higher;

     

     

    (c) has
new functionality in the sense that it is not a normal extension of the Sona
Software or it is an entirely new product line (i.e. video lottery terminal or
slot machine) that is outside the scope of the Sona Software as at the Closing
Date;

     

     

    
      	
               
      

            	
              “eBet
      Products”

            	
              the
      products described in Schedule 2 and any future product developed by EGS
      from eBet Software;

            


    

     

     

    
      	
               
      

            	
              “eBet
      Software”

            	
              the
      existing software developed by  EGS as of the Closing Date and
      described in Schedule 2, and any new software developed by EGS from
      software which is not eBet Developed Software or Sona
      Software;

            


    

     

     

    
      	
               
      

            	
              “eBet
      Territory”

            	
              the
      entire world, except for the Sona
Territory;

            


    

     

     

    
      	
               
      

            	
              “Effective
      Date”

            	
              the
      date of this Agreement, or such later date as the Parties agree in
      writing;

            


    

    
 

    
      	
               
      

            	
              “EGS”

            	
              eBet
      Gaming Systems Pty. Limited (ACN 086 218
832);

            


    

    
 

    
      	
               
      

            	
              “ELTD”

            	
              eBet
      Limited (ACN 059 210 774);

            


    

    
 

    
      	
               
      

            	
              “Encumbrance”

            	
              any
      security interest, bill of sale, mortgage, charge, lien, pledge,
      hypothecation, conditional sale, title retention arrangement, trust or
      power, as or in effect as security for the payment of a monetary
      obligation or the observance of any other obligation, but does not include
      an escrow of the Sona Software;

            


    


    
      
        
           

           

        

         


      

      
        Page
2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              "End-User"

            	
              a
      commercial gaming entity lawfully operating within the
      jurisdiction;

            


    

     

     

    
      	
                

            	
              “ES”

            	
              eBet
      Systems Pty. Limited (ACN 088 033
121);

            


    

     

     

    
      	
               
      

            	
              “Excluded
      Contracts”

            	
              those
      End-Users currently in contract negotiations with Sona, specifically, Ladbrokes Racing
      & Gaming (U.K.); The Tote (U.K.); Dubai World Cup Racing Association
      (UAE); Japan Racing Association (Japan); Hong Kong Jockey Club (China);
      Jockey Club of Turkey (Turkey); Phumelela Gaming and Leisure Limited
      (South Africa) and executing an agreement with Sona after the Closing Date
      shall be excluded from license fees payable under clause
    13;

            


    

     

     

    
      	
               
      

            	
              "GLI"

            	
              Gaming
      Laboratories International, its related bodies corporate and licensed
      associates in any relevant gaming jurisdiction, or any other
      internationally recognized independent testing laboratory for technical
      approvals;

            


    

     

     

    
      
        	
                 
      

              	
                      
                  "Gaming Government
      Agency"

                

              	
                      
                  any
      governmental, semi-governmental, administrative, fiscal, judicial or
      quasi-judicial body, department, commission, authority, tribunal, agency
      or entity having jurisdiction over gaming
      activities;

                

              


      

    

     

     

    
      	
               
      

            	
              “Indirect
      Taxes”

            	
              any
      and all sales tax, value added tax, goods and services tax and consumption
      tax (which, for the avoidance of doubt; shall not include any gaming tax)
      payable in or to any jurisdiction or authority whatsoever (other than
      taxes on any income);

            


    

     

    
       

      
        	
                 
      

              	
                      
                  "Industry Regulatory
      Approval"

                

              	
                      
                  the
      relevant technical, regulatory, industry approval(s) required to market
      and/or sell Products to
End-Users;

                

              


      

       

       

      
        
          	
                   
      

                	
                        
                    "Intellectual Property
      Rights"

                  

                	
                        
                    all
      copyright and other intellectual property rights howsoever arising
      (whether statutory or under common law) and in whatever media, whether or
      not registered (including patents, trade marks, service marks, trade
      names, registered designs, trade secrets, database rights, domain names,
      moral rights, and any application for the protection or registration of
      these rights) and all renewals and extensions thereof throughout the
      world, but excluding the Shuffle Master
    Content;

                  

                


        

         

         

      

    

    
      	
               
      

            	
              “Licences”

            	
              the
      licences granted by Sona to EGS in clause
3.1;

            


    

     

     

    
      
        	
                 
      

              	
                      
                  “Master Services
      Agreement”

                

              	
                      
                  the
      agreement so described, dated on or about the same date as this Agreement
      and made between eBet Services Pty.
  Limited

                

              


      

       

       

    

    
      
        
           

           

        

         


      

      
        Page
3

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              (ACN
      132 670 485) of Australia and Sona Mobile Holdings Corp. (EIN 95-3087593)
      of the USA;

            


    

     

     

    
      	
               
      

            	
              “Object
      Code”

            	
              the
      Programs created or stored in binary form so that it may be used directly
      by computers and other information processing equipment to process
      information and/or perform functions, such Programs being normally
      translated from Source Code using computer software commonly referred to
      as a compiler;

            


    

     

     

    
      	
               
      

            	
              "Parties"

            	
              the
      Sona Group and the eBet Companies, and "Party" shall be
      construed accordingly;

            


    

     

     

    
      	
               
      

            	
              "Products"

            	
              the
      eBet Products, and the eBet Developed Products, whichever is
      applicable;

            


    

     

     

    
      	
               
      

            	
              “Programs”

            	
              in
      respect of the application computer software packages described in
      Schedule 1, the sets of instructions, algorithms, statements and related
      data expressed, fixed, embodied or stored in any manner, and used directly
      or indirectly in, or required by, computers and other general purpose
      electronic data processing equipment in order for them to process data
      and/or perform the functions and/or bring about a specific
      result;

            


    

     

     

    
      	
               
      

            	
              “Purchase
      Order”

            	
              a
      purchase order described in clause
8.1;

            


    

     

     

    
      
        	
                 
      

              	
                      
                  “Shuffle Master
      Agreement”

                

              	
                      
                  the
      agreement entitled “Amended and Restated License and Distribution
      Agreement” dated February 28, 2007 and made between Shuffle Master, Inc.,
      Sona Mobile Holdings Corp. and
  Sona;

                

              


      

    

     

     

    
      	
               
      

            	
              “Shuffle Master
      Content”

            	
              the
      Shuffle Master branded gaming and software content as defined and licensed
      to Sona under the Shuffle Master
Agreement;

            


    

     

     

    
      	
               
      

            	
              “Software
      Medium”

            	
              the
      physical or magnetic medium on which the Programs in Source Code, the
      Programs in Object Code and the Sona Software Documentation are stored or
      recorded;

            


    

     

     

    
      	
               
      

            	
              “Sona”

            	
              Sona
      Mobile Inc. (EIN 20 – 0375677);

            


    

     

     

    
      	
               
      

            	
              "Sona
      Software"

            	
              the
      application computer software packages as more particularly described in
      Schedule 1 and performing the applications described in Schedule 1,
      including:

            


    

     

     

    
      
        	
                 
      

              	
                 

              	
                (a)      
      the
      Programs in Source Code and in Object
  Code;

              


      

       

       

    

    
      
        	
                 
      

              	
                 

              	
                (b)      
      the
      Software Medium;

              


      

       

    

    
       

    

    
      

        
          
            
               

               

            

             


          

          
            Page
4

            
              

            

          

          
             


          

        



    

     

    
      
        	
                 
      

              	
                 

              	
                (c)      
      the
      Sona Software
Documentation;

              


      

       

    

    
      
        
           

          
            
              	
                       
      

                    	
                       

                    	
                      (d)      
      the
      Intellectual Property Rights of the Sona Group relating to the foregoing,
      including:

                    


            

             

          

        

      

    

    
       

    

    (i)      all
modifications, changes, upgrades, improvements and enhancements to it, carried
out by eBet Services Pty. Limited (ACN 132 670 485) pursuant to the Master
Services Agreement; and

     

     

    (ii)     any
third party computer software programs   (excluding the Shuffle
Master Content) licensed by Sona, which are required in order to use or operate
the Programs, so long as they do not constitute eBet Developed
Software;

     

     

    
      
        	
                 
      

              	
                      
                  “Sona Software
      Documentation”

                

              	
                      
                  the
      documentation and other materials relating to the Sona Software delivered
      by Sona or its agent to EGS under this Agreement, concerning the Programs,
      Source Code and Object Code (including drawings, flow charts, user
      manuals, training manuals, reference manuals and the functional
      descriptions and specifications relating to
      them);

                

              


      

       

    

     

    
      	
               
      

            	
              “Sona
      Territory”

            	
              North,
      Central and South America (from Canada and Alaska in the north to
      Argentina and Chile in the south), plus Hawaii and the Caribbean;

            


    

     

     

    
      	
               
      

            	
              “Source
      Code”

            	
              the
      Programs created or stored in a computer programming language commonly
      used for the creation or storage of computer software, including Pascal,
      Fortran, Basic, Cobol, PLI and C;

            


    

     

     

    
      	
               
      

            	
              “Sub-Licences”

            	
              the
      sub-licences granted by EGS pursuant to clauses 3.1 (a) and
      (b);

            


    

     

     

    
      	
               
      

            	
              “Territory”

            	
              the
      eBet Territory or the Sona Territory, whichever is
      applicable;

            


    

     

     

    
      	
               
      

            	
              "Trade
    Mark"

            	
              any
      trade mark owned by, or licensed to, a Party under which Products are, or
      are to be, marketed, sub-licensed or distributed under this
      Agreement;

            


    

     

     

    
      
        	
                 
      

              	
                      
                  “Wireless Gaming
      System”

                

              	
                      
                  as
      defined and licensed by Sona to Shuffle Master, Inc. in the Shuffle Master
      Agreement.

                

              


      

       

       

    

    
      	
              1.2 
      

            	
              Words
      importing the singular shall include the plural and vice
      versa.  Words importing a gender shall include all genders, and
      words importing persons shall include bodies corporate, unincorporated
      associations and partnerships.

            


    

     


    
      
        
           

        

         


      

      
        Page
5

        
          

        

      

      
         


      

    


     

    
      	
              1.3 
      

            	
              References
      to clauses and Schedules are references to clauses of, and Schedules to,
      this Agreement.

            


    

     

     

    
      	
              1.4 
      

            	
              The
      Schedules form part of this Agreement and have full force and effect as if
      expressly set out in the body of this Agreement, and any reference to this
      Agreement shall include the
Schedules.

            


    

     

     

    
      	
              1.5 
      

            	
              Headings
      are included for ease of reference only and do not affect the
      interpretation or construction of this
  Agreement.

            


    

     

     

    
      	
              1.6 
      

            	
              Examples
      and use of the word “including” and similar expressions, do not limit what
      else may be included.

            


    

     

     

    
      	
              1.7 
      

            	
              A
      reference to any thing (including Products) is a reference to the whole
      and each part of it.

            


    

     

     

    
      	
              1.8 
      

            	
              References
      to the “eBet
      Companies” mean ELTD, EGS and ES collectively, unless this
      Agreement specifically provides
otherwise.

            


    

     

     

    
      	
              1.9 
      

            	
              References
      to the “Sona
      Group” mean Sona and Sona Innovations Inc. (BN 867622441),
      collectively, unless this Agreement specifically provides
      otherwise.

            


    

     

     

    
      	
              2.  

            	
              Closing

            


    

     

     

    
      	
              2.1 
      

            	
              No
      later than the Closing Date, the Sona Group shall deliver the following to
      Jamie Nettleton of Addisons, Commercial Lawyers, of Level 12, 60
      Carrington Street, Sydney, New South Wales (“Sona
      Agent”):

            


    

     

     

    
      	 	
              (a) 
      

            	
              a
      counterpart original of this Agreement duly executed by each member of the
      Sona Group;

            


    

     

     

    
      	 	
              (b) 
      

            	
              a
      counterpart original of the Master Services Agreement duly executed by
      Sona Mobile Holdings Corp. (EIN 20-037 5677);
  and,

            


    

     

    
      	 	
              (c) 
      

            	
              the
      Sona Software, the Sona Software Documentation and other documents and
      instruments, if any, required to be delivered by the Sona Group under this
      Agreement.

            


    

     

    
      	
              2.2 
      

            	
              As
      soon as practicable after execution of this Agreement, EGS shall pay to
      the Sona Agent the Second Instalment pursuant to clause
      13.2(b).  Further, no later than the Closing Date, the eBet
      Companies shall deliver the following to the Sona Agent, in Sydney,
      Australia:

            


    

     

     

    
      	 	
              (a) 
      

            	
              a
      counterpart original of this Agreement duly executed by each of the eBet
      Companies;

            


    

     

     

    
      	 	
              (b) 
      

            	
              a
      counterpart original of the Master Services Agreement duly executed by
      eBet Services Pty. Limited (ACN 132 670
485);

            


    

     


    
      
        
           

           

        

         


      

      
        Page
6

        
          

        

      

      
         


      

    


     

    
      	 	
              (c) 
      

            	
              confirmation
      of the wire payment of the License Fee Balance pursuant to clause 13.2(c);
      and,

            


    

     

     

    
      	 	
              (d) 
      

            	
              the
      other documents and instruments, if any, required to be delivered by the
      eBet Companies under this
Agreement.

            


    

     

     

    
      	
              2.3 
      

            	
              Upon
      receiving a written direction(s) signed by each of the eBet Companies and
      the Sona Group that the closing conditions referred to in clauses 2.1, 2.2
      and 2.3 have been satisfied, each of the Parties acknowledges and agrees
      that the Sona Agent shall be authorised to
  release:

            


    

     

     

    
      	 	
              (a) 
      

            	
              to
      EGS, the Sona Software and the Sona Software
  Documentation;

            


    

     

     

    
      	 	
              (b) 
      

            	
              to
      Sona and EGS the counterpart original documents (or copies thereof)
      deposited with the Sona Agent under clause 2.1(a) and (b), as appropriate;
      and

            


    

     

     

    
      	 	
              (c) 
      

            	
              to
      Sona the Second Instalment; and

            


    

     

     

    The
Second Instalment, the Sona Software, the Sona Software Documentation and the
documents referred to in clause 2.3(b) shall be referred to as the “Escrow Materials”.

     

     

    
      	
              2.4 
      

            	
              If
      these closing conditions are not satisfied on or before 22 August 2008,
      then this Agreement will terminate.

            


    

     

     

    
      	
              2.5 
      

            	
              Each
      of the Parties acknowledges and agrees that the Sona
  Agent:

            


    

     

     

    
      	 	
              (a) 
      

            	
              shall
      have no responsibility or liability to either Party for any loss arising
      to it or any other person as a result of acting in accordance with
      directions issued under this
Agreement;

            


    

     

     

    
      	 	
              (b) 
      

            	
              shall
      not incur any liability for any loss arising by reason of a failure of a
      communication to it or from it, howsoever transmitted or dispatched, to
      reach its intended destination, or for any interference or interception
      made of any communication in
transit;

            


    

     

     

    
      	 	
              (c) 
      

            	
              shall
      not incur any liability for and shall not be responsible for any errors or
      ambiguity of any such communication, or any lack of authority on the part
      of the person giving or making
instructions;

            


    

     

     

    
      	 	
              (d) 
      

            	
              will
      not be responsible for determining, nor will it be required to investigate
      the genuineness or validity of, any document deposited with it or any
      direction given to it and believed by it to be
  genuine;

            


    

     


    
      
        
           

           

        

         


      

      
        Page
7

        
          

        

      

      
         


      

    


     

    
      	 	
              (e) 
      

            	
              will
      be fully indemnified pursuant to clause 2.9 for acting in accordance with
      any direction given to it under this Agreement and believed by it to have
      been signed by the proper persons.

            


    

     

     

    
      	
              2.6 
      

            	
              If
      the Sona Agent receives a notice, claim, award, order, judgment, demand or
      direction with respect to the Escrow Materials or otherwise regarding any
      matter arising under this Agreement that the Sona Agent considers to be
      conflicting with one or more other such notices, claims, awards, orders,
      judgments, demands or directions or to be incomplete, ambiguous or
      otherwise insufficient for the purposes of the Sona Agent, the Sona Agent
      may retain the Escrow Materials in its possession or control until it has
      received a written direction in the same terms by each Party or until
      directed by an award, order or judgment of a Court, whereupon it will make
      or not make, as the case may be, such disposition in accordance with such
      directions or such award, order or
judgment.

            


    

     

     

    
      	
              2.7 
      

            	
              The
      Sona Agent is hereby authorised to comply with and obey an award, order or
      judgment of a Court and, in the case of such compliance, the Sona Agent
      will not be liable by reason thereof to any person even if thereafter the
      award, judgment or order is appealed, reversed, annulled, set aside or
      vacated.

            


    

     

     

    
      	
              2.8 
      

            	
              Each
      of the Parties agrees severally, to hold the Sona Agent, its partners and
      employees harmless and to indemnify them and each of them to the greatest
      extent permitted by law against all actions, suits, proceedings, claims,
      demands, costs, expenses and liabilities whatsoever which may arise or
      accrue or be taken, commenced, made or sought from or against them in
      connection with or arising from it acting as agent under this Agreement,
      including any costs incurred by the Sona Agent on a solicitor/client basis
      arising from or in connection with any court proceedings or in respect of
      advice sought by the Sona Agent in connection with this Agreement
      (including any claims that may be made against it arising from acting in
      its capacity as an agent under this
Agreement).

            


    

     

     

    
      	
              2.9 
      

            	
              The
      Parties acknowledge that it is the intention that Sona actually receives,
      in respect of the Second Instalment pursuant to clause 13.2(b), the amount
      of US$175,000 (the “Deposit
      Amount”).  Accordingly, to the extent that Sona receives
      an amount:

            


    

     

     

    
      	 	
              (a) 
      

            	
              less
      than the Deposit Amount, EGS shall pay to Sona an amount equivalent to the
      difference between the Deposit Amount and the amount actually received by
      Sona;

            


    

     

     

    
      	 	
              (b) 
      

            	
              greater
      than the Deposit Amount, Sona shall pay to EGS an amount equivalent to the
      excess;

            


    

     

     

    
      	 	
              (c) 
      

            	
              within
      7 days after actual receipt of the relevant amount by
  Sona.

            


    

     

     

    In
calculating the amounts payable under this clause, Sona acknowledges that it
shall be responsible for all fees payable by it to a bank (or other financial
institution) acting on its behalf in respect of the receipt of the Deposit
Amount.

     


    
      
        
           

           

        

         


      

      
        Page
8

        
          

        

      

      
         


      

    


     

    Licence
Of Sona Software

     

     

    
      	
              2.10 
      

            	
              The
      Sona Group hereby grants to EGS (and EGS accepts from the Sona
      Group):

            


    

     

     

    
      	 	
              (a) 
      

            	
              a
      perpetual, non-exclusive, non-transferable licence to the Wireless Gaming
      System to:

            


    

     

     

    
      	 	
              (i) 
      

            	
              use,
      copy, modify, enhance, market and distribute the Wireless Gaming System in
      any Software Medium in the eBet Territory;
and

            


    

     

     

    
      	 	
              (ii) 
      

            	
              sub-licence
      the use of the Wireless Gaming System to End-Users in relation to their
      lawful use of the underlying Products in the eBet
    Territory,

            


    

     

     

    all in
accordance with the terms of this Agreement;

     

    and,

     

     

    
      	 	
              (b) 
      

            	
              a
      perpetual, exclusive (except in relation to the Excluded Contracts),
      unconditional licence to the Sona Software (excluding portions of the Sona
      Software relating exclusively to the Wireless Gaming System)
      to:

            


    

     

     

    
      	 	
              (i) 
      

            	
              use,
      copy, modify, enhance, market and distribute relevant parts of that Sona
      Software in any Software Medium in the eBet Territory;
  and

            


    

     

     

    
      	 	
              (ii) 
      

            	
              sub-licence
      the use of relevant parts of that Sona Software to End-Users in relation
      to their lawful use of Products (other than the Wireless Gaming System) in
      the eBet Territory,

            


    

     

     

    all in accordance with the terms of
this Agreement.

     

     

    
      	
              2.11 
      

            	
              The
      following provisions govern ownership of Intellectual Property
      Rights:

            


    

     

     

    
      	 	
              (a) 
      

            	
              the
      ownership of the Intellectual Property Rights associated with the Sona
      Software as in existence on the Closing Date, remains with the Sona Group
      at all times.

            


    

     

     

    
      	 	
              (b) 
      

            	
              the
      Intellectual Property Rights associated with the eBet Developed Software
      and the eBet Software belong to various members of the eBet Companies; and
      the Intellectual Property Rights associated with the eBet Developed
      Software shall be deemed to constitute a new
  product.

            


    

     

     

    
      	 	
              (c) 
      

            	
              the
      ownership of the Intellectual Property Rights associated with the
      derivative works of the Sona Software (as modified, enhanced or
      upgraded

            


    

     


    
      
        
           

           

        

         


      

      
        Page
9

        
          

        

      

      
         


      

    


     

    
      	 	
              (d) 
      

            	
              by
      EGS, but excluding the eBet Developed Software), belong to the Sona Group,
      and the Intellectual Property Rights associated with such modifications,
      enhancements, or upgrades, do not constitute a new
  product.

            


    

     

     

    
      	 	
              (e) 
      

            	
              despite
      anything else in this Agreement (including clause 28), each of the Sona
      Group and the eBet Companies acknowledge and agree with the other(s) of
      them that, if a dispute arises in respect of the ownership of any
      Intellectual Property Rights in any product developed by or on behalf of
      either Party under a licence or sub-licence granted under this Agreement,
      that dispute:

            


    

     

     

    
      	 	
              (i) 
      

            	
              shall
      be referred to the general counsel (or their approved representatives) of
      Sona and EGS for resolution;

            


    

     

     

    
      	 	
              (ii) 
      

            	
              in
      the absence of resolution occurring under paragraph (i) within 14 days
      after written notice by Sona or EGS to the other of them, the dispute may
      be referred by either of them to an expert agreed between them or, in the
      absence of agreement, an expert appointed at the request of either of them
      by the President for the time being of the Law Society of New South
      Wales;

            


    

     

     

    
      	 	
              (iii) 
      

            	
              any
      determination of an expert appointed in accordance with paragraph (ii)
      above shall, in the absence of manifest error, be final and binding on the
      Parties.  The expert shall act as an expert and not as an
      arbitrator, and the costs of the expert shall be payable by a Party or the
      Parties as the expert determines.

            


    

     

     

    
      	
              2.12 
      

            	
              Unless
      and until this Agreement is terminated under clause 23.3, EGS shall have
      quiet enjoyment of the Sona Software for the purpose of the marketing and
      distribution of the Sona Software in the eBet Territory, and Sona must
      ensure that neither it nor anyone claiming through it disturbs the quiet
      enjoyment of the Sona Software by EGS or any End-User under a
      Sub-Licence.

            


    

     

     

    
      	
              2.13 
      

            	
              The
      other Parties may not revoke, interfere with or do anything which
      prejudices the rights of another Party to the licences or sublicenses
      granted to it under this Agreement, except as specifically provided in
      this Agreement

            


    

     

     

    
      	
              2.14 
      

            	
              The
      Sona Group may not create or suffer to exist any Encumbrance over the Sona
      Software except as specifically provided in this
  Agreement.

            


    

     

     

    
      	
              2.15 
      

            	
              Sona
      incurs no liability to any third party or for any third party claims in
      respect of the marketing and distribution of the Sona Software by EGS,
      except as specifically provided in this
  Agreement.

            


    

     

     

    
      	
              3.  

            	
              Appointment
      of Distributor and Licence of eBet Software and eBet Developed
      Software

            


    

     

     

    
      	
              3.1 
      

            	
              The
      eBet Companies hereby appoint Sona in perpetuity as their non-exclusive
      distributor (and Sona accepts its appointment) to import and distribute
      the eBet

            


    

     


    
      
        
           

        

         


      

      
        Page
10

        
          

        

      

      
         


      

    


     

    
      	
              3.2 
      

            	
              Products
      on its own account within the Sona Territory, on the terms of this
      Agreement.  Further the eBet Companies hereby appoint Sona in
      perpetuity as their exclusive distributor (and Sona accepts its
      appointment) to import and distribute the eBet Developed Products on its
      own account within the Sona Territory, on the terms of this
      Agreement.  Notwithstanding the exclusive distributorship
      granted to Sona for the eBet Developed Products under this clause 4.1, the
      eBet Companies may, on a case by case basis, sell
      and  distribute the eBet Developed Products to End-Users in the
      Sona Territory with Sona’s consent, not to be unreasonably
      withheld;

            


    

     

     

    
      	
              3.3 
      

            	
              In
      addition, the eBet Companies grant to Sona (and Sona accepts from the eBet
      Companies) in the Sona Territory:

            


    

     

     

    
      	 	
              (a) 
      

            	
              a
      perpetual, non-exclusive licence
to:

            


    

     

     

    
      	 	
              (i) 
      

            	
              use
      the eBet Software for the sale and distribution of the Products;
      and

            


    

     

     

    
      	 	
              (ii) 
      

            	
              sub-licence
      the eBet Software to End-Users,

            


    

     

     

    all in accordance with the terms of
this Agreement.

     

     

    
      	 	
              (b) 
      

            	
              a
      perpetual, exclusive licence to:

            


    

     

     

    
      	 	
              (i) 
      

            	
              use,
      copy, modify, enhance, market and distribute the eBet Developed Software
      in any Software Medium in the Sona Territory;
  and

            


    

     

     

    
      	 	
              (ii) 
      

            	
              sub-licence
      the eBet Developed Software to
End-Users,

            


    

     

     

    all in
accordance with the terms of this Agreement.

     

     

    
      	
              3.4 
      

            	
              The
      eBet Companies incur no liability to any third party or for any third
      party claims in respect of the marketing and distribution of the Products
      by Sona, except or specifically provided in this
  Agreement.

            


    

     

     

    
      	
              4.  

            	
              Obligations
      of the Parties

            


    

     

     

    
      	
              4.1 
      

            	
              Neither
      Sona nor EGS may represent itself as an agent of the other of them for any
      purpose, nor pledge its credit, nor give any condition or warranty, nor
      make any representation on the other’s behalf, nor commit it to any
      contracts.  Further, neither of them may (without the prior
      written consent of the other) incur any liability on behalf of the other
      except as specifically provided in this
  Agreement.

            


    

     

     

    
      	
              4.2 
      

            	
              Sona
      and EGS will at all times during the term of this
    Agreement:

            


    

     


    
      
        
           

        

         


      

      
        Page
11

        
          

        

      

      
         


      

    


     

    
      	
              4.3 
      

            	
              on
      a quarterly basis, submit to each other a sales report in a format to be
      mutually agreed between them;

            


    

     

     

    
      	 	
              (a) 
      

            	
              keep
      full and proper books of account and records showing clearly all
      enquiries, quotations, transactions and proceedings relating to sales, and
      permit the other of them to inspect those books and records upon giving
      reasonable notice;

            


    

     

     

    
      	 	
              (b) 
      

            	
              not
      make any representations, warranties, claims or guarantees to its
      End-Users about the other of them or a product that are false or
      misleading, or inconsistent with those contained in documentation supplied
      by the other of them with the relevant product;
  and

            


    

     

     

    
      	 	
              (c) 
      

            	
              advise
      the other of them of any discrepancies, defects or bugs identified by it
      or its End-Users in respect of the other’s
  software.

            


    

     

     

    
      	
              4.4 
      

            	
              For
      the purposes of this Agreement:

            


    

     

     

    
      	 	
              (a) 
      

            	
              Sona
      is responsible for obtaining GLI and other Industry Regulatory Approvals
      for the implementation of the Sona Software;
and

            


    

     

     

    
      	 	
              (b) 
      

            	
              EGS
      is responsible for obtaining any GLI and other Industry Regulatory
      Approvals required for the sale and distribution of eBet Developed
      Products and eBet Products.

            


    

     

     

    
      	
              4.5 
      

            	
              Sona
      and EGS will provide each other with the necessary background information
      relating to End-Users, as requested by the other of them pursuant to
      clause 34 and the applicable Compliance
Plan.

            


    

     

     

    
      	
              5.  

            	
              Testing
      and Forecasting

            


    

     

     

    
      	
              5.1 
      

            	
              Sona
      and EGS are entitled to commence testing the eBet Products and the Sona
      Software respectively, on and from the Closing Date.  Sona and
      EGS will provide all reasonable assistance requested by the other of them
      in connection with this, but:

            


    

     

     

    
      	 	
              (a) 
      

            	
              makes
      no representations or warranties that the underlying software will perform
      in any particular manner, or is suitable for any particular purpose;
      and

            


    

     

     

    
      	 	
              (b) 
      

            	
              has
      no other responsibilities in connection with the testing, and incurs no
      liability in respect of the
outcome.

            


    

     

     

    
      	
              5.2 
      

            	
              Sona
      and EGS will provide to each other in a mutually agreed format within
      seven (7) days after the end of each calendar month, a rolling written
      forecast of the number of each type of product which each of them expects
      to sell or distribute during the ensuing 3
  months.

            


    

     


    
      
        
           

        

         


      

      
        Page
12

        
          

        

      

      
         


      

    


     

    
      	
              5.3 
      

            	
              Information
      and Support

            


    

     

     

    
      	
              5.4 
      

            	
              Sona
      and EGS must provide any information and support reasonably requested by
      the other of them for the proper and efficient marketing and distribution
      of the Products under this
Agreement.

            


    

     

     

    
      	
              5.5 
      

            	
              Sona
      and EGS are entitled to sell the Products showing each other’s logo or any
      other logo agreed between them.

            


    

     

     

    
      	
              6.  

            	
              Sale
      of Products

            


    

     

     

    
      	
              6.1 
      

            	
              EGS
      will accept any purchase order (based on the EGS standard form attached as
      Schedule 5 to this Agreement) for the purchase of the Products placed with
      it by Sona in accordance with the terms of this Agreement, subject only to
      the right to vary the Product delivery date where delivery is reasonably
      likely to be delayed due to the application of clause
  32.1.

            


    

     

     

    
      	
              6.2 
      

            	
              EGS
      shall provide any information and support reasonably requested by Sona to
      enable it properly and efficiently to sell and distribute the Products
      under this Agreement.

            


    

     

     

    
      	
              6.3 
      

            	
              In
      respect of each Product sold by EGS to Sona under this Agreement and
      on-sold to an End-User:

            


    

     

     

    
      	 	
              (a) 
      

            	
              the
      End-User shall be provided with the following warranties from
      EGS:

            


    

     

     

    
      	 	
              (i) 
      

            	
              a
      3-month performance warranty; and

            


    

     

     

    
      	 	
              (ii) 
      

            	
              a
      3-month defective parts warranty,

            


    

     

     

                in each case with effect from
the date of delivery (to or to the order of) the End-User; and

     

     

    
      	 	
              (b) 
      

            	
              the
      End-User shall be provided with any relevant third party manufacturer
      warranties in respect of the Product's components that: (i) have been
      provided to EGS; and (ii) EGS is entitled to pass on to the
      End-User.

            


    

     

     

    
      	
              6.4 
      

            	
              From
      time to time, Sona may request new Products from EGS.  Each
      request shall be accompanied by a specification detailing the functional
      requirements of the new Product.  EGS shall not be obliged to
      supply such product; however, if it does intend to do so, it will provide
      Sona with a rough timeline of when such product may be made
      available.

            


    

     

     

    
      	
              6.5 
      

            	
              EGS
      will endeavour to provide Sona with a quarterly update on the latest
      Product releases and Product enhancements and upgrades available for sale
      to the market.

            


    

     


    
      
        
           

        

         


      

      
        Page
13

        
          

        

      

      
         


      

    


     

    
      	
              6.6 
      

            	
              Purchase
      Orders

            


    

     

     

    
      	
              6.7 
      

            	
              Each
      Purchase Order placed with EGS must contain the description and number of
      Products which Sona wishes to buy, and a designated delivery point. The
      Purchase Order must contain those general commercial terms and conditions
      substantially in the form as those set forth in the pro-forma purchase
      order, attached to and incorporated within this Agreement as Schedule
      5.  Where there is a conflict between a Purchase Order and this
      Agreement, the terms and conditions of the Purchase Order shall
      prevail.

            


    

     

     

    
      	
              6.8 
      

            	
              Any
      Purchase Order complying with clause 8.1 will be accepted by EGS within 7
      working days after its receipt.

            


    

     

     

    
      	
              6.9 
      

            	
              It
      is at the moment Sona receives acceptance of a conforming Purchase Order
      from EGS that a contract of sale is made between Sona and EGS for the sale
      of the Products specified in Sona’s Purchase Order (“Contract of Sale”). Each
      Contract of Sale is subject to the terms and conditions of this Agreement
      and the relevant Purchase Order (on the priority basis outlined in clause
      9.1, to the exclusion of all other terms and
  conditions.

            


    

     

     

    
      	
              6.10 
      

            	
              Sona
      may cancel or modify a Purchase Order at any time before EGS has acted on
      it.  Unless agreed otherwise in writing on behalf of EGS (and
      subject to Sona paying the costs of EGS incurred up to the date of
      cancellation), Sona may not cancel or modify a Purchase Order which EGS
      has acted upon.

            


    

     

     

    
      	
              6.11 
      

            	
              EGS
      will use its reasonable endeavours to meet all Purchase Orders for the
      Products in accordance with its standard terms of
  delivery.

            


    

     

     

    
      	
              6.12 
      

            	
              Subject
      to clause 9.3  EGS is entitled (upon giving not less than 90
      days prior written notice to Sona) to modify one or more of the Products
      or Product components as it thinks fit, if (for any reason) the production
      of such Product or component has been permanently
      discontinued.  EGS is entitled to make changes to the
      specifications of a Product which does not adversely affect that Product,
      and shall give notice of such changes to Sona as soon as reasonably
      practicable.

            


    

     

     

    
      	
              6.13 
      

            	
              EGS
      may discontinue the supply of any group of Products pertaining to a single
      manufacturer's brand, provided it gives not less than 180 days prior
      written notice to Sona of such discontinuance and provided further EGS
      maintains the discontinued Products for End-Users during the applicable
      balance of the warranty period under clause
  8.3(a).

            


    

     

     

    
      	
              7.  

            	
              Collection
      and delivery of Products

            


    

     

     

    
      	
              7.1 
      

            	
              If
      the Products which Sona orders from EGS are in stock, then EGS will
      endeavour to deliver the ordered Products to Sona within 30 days after the
      day EGS receives Sona’s Purchase Order or, if later, by the date set out
      in Sona’s Purchase Order.

            


    

     

     

    
      	
              7.2 
      

            	
              If
      the Products which Sona orders from EGS are not in stock, then EGS will
      use all reasonable endeavours to obtain the ordered Products and deliver
      them once they are in stock.

            


    

     


    
      
        
        

         


      

      
        Page
14

        
          

        

      

      
         


      

    


     

    
      	
              7.3 
      

            	
              The
      Products shall be delivered Ex-Works (Incoterms 2000) at a pre-agreed
      delivery point as designated in the relevant Purchase
    Order.

            


    

     

     

    
      	
              7.4 
      

            	
              Risk
      of loss of or damage to the Products specified in a Purchase Order passes
      to Sona upon delivery to Sona in accordance with clause
    10.3.

            


    

     

     

    
      	
              8.  

            	
              Title
      to Products

            


    

     

     

    
      	
              8.1 
      

            	
              EGS
      owns each Product which Sona orders from EGS until payment in full is
      received by EGS, or as otherwise agreed in writing between EGS and Sona,
      at which time title to that Product passes from EGS to
    Sona.

            


    

     

     

    
      	
              9.  

            	
              Acceptance
      of Products

            


    

     

     

    
      	
              9.1 
      

            	
              If
      Sona does not receive all of the Products it has ordered or it finds that
      any of the Products do not conform to the terms and conditions set out in
      this Agreement or the relevant Contract of Sale, then Sona must notify EGS
      of this fact in writing (which may include by email) within 10 days after
      the date of delivery of the Products.  If EGS does not receive
      notification from Sona within this period, then Sona will be deemed to
      have accepted that:

            


    

     

     

    
      	 	
              (a) 
      

            	
              it
      has received the right quantity of
Products;

            


    

     

     

    
      	 	
              (b) 
      

            	
              the
      Products are free from damage; and

            


    

     

     

    
      	 	
              (c) 
      

            	
              the
      Products conform to the terms and conditions set out in this Agreement and
      the Contract of Sale.

            


    

     

     

    
      	
              9.2 
      

            	
              If
      Sona notifies EGS that it has not received all of the Products it ordered,
      then Sona must promptly provide EGS with reasonable evidence supporting
      its claim. If EGS accepts Sona’s claim, then it will (by way of full and
      final settlement of all its obligations and liabilities to Sona in
      relation to the claim) either:

            


    

     

     

    
      	 	
              (a) 
      

            	
              refund
      any monies EGS has paid to it for the unreceived Products;
    or

            


    

     

     

    
      	 	
              (b) 
      

            	
              dispatch
      to Sona the Products which have not been
  received.

            


    

     

     

    
      	
              9.3 
      

            	
              Notwithstanding
      clause 12.1, If Sona notifies EGS that any of the Products which Sona
      received were damaged whilst they were at the risk of EGS or do not
      conform to the terms and conditions set out in this Agreement or the
      Contract of Sale, then Sona must promptly provide EGS with reasonable
      evidence supporting its claim. If EGS accepts its claim, then it will (by
      way of full and final settlement of all its obligations and liabilities to
      Sona in relation to the claim)
either:

            


    

     

     

    
      	 	
              (a) 
      

            	
              refund
      any monies Sona has paid to it for the damaged/non-conforming
      Products;

            


    

     


    
      
        
           

        

         


      

      
        Page
15

        
          

        

      

      
         


      

    


     

    
      	 	
              (b) 
      

            	
              repair
      the damaged/non-conforming Products;
or

            


    

     

     

    
      	 	
              (c) 
      

            	
              replace
      them with Products that conform to these terms and
    conditions.

            


    

     

     

    
      	
              10. 
      

            	
              Prices,
      Fees and Expenses

            


    

     

     

    
      	
              10.1 
      

            	
              The
      prices at which EGS Sub-Licenses the Sona Software to End-Users in the
      eBet Territory and the prices at which Sona distributes Products to
      End-Users in the Sona Territory, will be determined following consultation
      between EGS and Sona, acting reasonably in light of each party’s special
      understanding of their Territory market position and
      experience.  EGS is free to set its own prices for eBet
      Developed Products, and subject to the above, the price at which the Sona
      Software will be Sub-Licensed to
End-Users.

            


    

     

     

    
      	
              10.2 
      

            	
              EGS
      will pay a once – only licence fee in advance to Sona of US$2,500,000 in
      respect of the grant of their Licences, in three instalments as
      follows:

            


    

     

     

    
      	 	
              (a) 
      

            	
              a
      first instalment of US$75,000 (“First Instalment”)
      payable by wire transfer into JP Morgan Chase, 850 Third Ave., New York,
      NY 10022, (212) 755-0301 (contact Enoch Lee), account name “Sona Mobile
      Inc.”, bank account no. 91123797165, branch no. 123, routing no. 021000021
      (“Sona Wire
      Transfer”) on the Effective
Date;

            


    

     

     

    
      	 	
              (b) 
      

            	
              a
      second instalment of US$175,000 (“Second Instalment”),
      payable by either a bank draft in certified funds or wire transfer payable
      to the Sona Agent, Westpac Bank, 341 George Street, Sydney NSW 2000,
      Australia, account name “Addisons Trust Account”, BSB 032 000, account no.
      10 8755, SWIFT Code: WPACAU2S; payable on behalf of Sona Mobile Inc., by
      wire confirmation on the Effective Date pursuant to clause 2.2;
      and

            


    

     

     

    
      	 	
              (c) 
      

            	
              the
      balance of US$2,250,000 (“Licence Fee Balance”),
      by Sona Wire Transfer upon satisfaction of the closing conditions referred
      to in clauses 2.1, 2.2 and 2.3, provided that satisfaction of those
      closing conditions occurs on or before the Closing
  Date.

            


    

     

     

    
      	 	
              (d) 
      

            	
              The
      First Instalment and the Second Instalment shall
  be

            


    

     

     

    
      	 	
              (i) 
      

            	
              refundable
      to EGS where the Parties do not execute the Master Services Agreement on
      or before the Closing Date, despite the conduct of negotiations in good
      faith;

            


    

     

     

    
      	 	
              (ii) 
      

            	
              non-refundable
      to EGS where the Parties execute the Master Services Agreement on or
      before the Closing Date but where EGS fails to pay the License Fee Balance
      on the Closing Date.

            


    

     

     

    
      	 	
              (e) 
      

            	
              The
      entire licence fee of US$2,500,000 shall be refundable to EGS if the
      Nevada Gaming Commission or the New South Wales Office of Gaming
      and

            


    

     


    
      
        
           

           

        

         


      

      
        Page
16

        
          

        

      

      
         


      

    


     

    
      	 	
              (f) 
      

            	
              Racing
      makes a written order requiring termination of this Agreement within 90
      days after the Closing Date.

            


    

     

     

    
      	
              10.3 
      

            	
              Beginning
      the calendar month following EGS commencing to distribute and Sub-License
      the Sona Software and for each calendar month during the term of this
      Agreement thereafter, EGS will pay to Sona from the proceeds received by
      EGS from the sale and distribution of products containing the Sona
      Software, additional license fees amounting to 20% of all EGS Net Revenues
      in excess of a cumulative total of US$ 5,000,000 earned and received by
      EGS from the sale and distribution of  those products, including
      licence fees and software maintenance fees charged in respect of those
      products.

            


    

     

     

    
      	
              10.4 
      

            	
              For
      the purposes of clause 13.3, “EGS Net Revenues” means
      the gross revenues received by EGS from the sale of products containing
      the Sona Software (including the corresponding license and software
      maintenance fees) LESS:

            


    

     

     

    
      	 	
              (a) 
      

            	
               cost
      of goods sold,

            


    

     

     

    
      	 	
              (b) 
      

            	
              direct
      research and development costs incurred from the customization of products
      which are specific and unique to a particular End-User and thereafter not
      released by EGS for sale and distribution to all End-Users as part of a
      standard product;

            


    

     

    
       

      
        	 	
                (c) 
      

              	
                      
                  direct
      and reasonable sales costs which consist of commissions incurred from the
      sale of the products and reasonable travel expenses incurred during such
      sale; and,

                

              


      

    

     

    
      	 	
              (d) 
      

            	
              any
      Indirect Taxes included within those gross
  revenues.

            


    

     

     

    
      	
              10.5 
      

            	
              The
      definition of EGS Net Revenues shall not include any deductions
      for:

            


    

     

     

    
      	 	
              (a) 
      

            	
              license
      fees paid to Sona under clause
13.3;

            


    

     

     

    
      	 	
              (b) 
      

            	
              any
      indirect costs of EGS, including general and administrative costs, general
      research and development costs, amortization and depreciation expense,
      and

            


    

     

     

    Any and
all expenses, costs and charges incurred by EGS in the performance of its
obligations under this Agreement shall be paid by EGS, and not included in the
EGS Net Revenues calculation in clause 13.3, unless Sona has expressly agreed
beforehand in writing to pay such expenses, costs and charges.

     

     

    
      	
              10.6 
      

            	
              Beginning
      the month following Sona commencing to distribute and sub-license the
      Products and for each month during the term of this Agreement thereafter,
      Sona will pay to EGS from the proceeds received by Sona from the sale and
      distribution of  Products, a licence fee amounting to 20% of all
      Sona Net Revenues in excess of a cumulative total of US$5,000,000 earned
      and received by Sona from the sale
and

            


    

     


    
      
        
           

        

         


      

      
        Page
17

        
          

        

      

      
         


      

    


     

    
      	
              10.7 
      

            	
              distribution
      of Products, including licence fees and software maintenance fees charged
      in respect of those Products.

            


    

     

     

    
      	
              10.8 
      

            	
              For
      the purpose of clause 13.6, “Sona Net Revenues” means the gross revenues
      received by Sona from the sale of Products except under the Excluded
      Contracts (including the corresponding license and software maintenance
      fees) LESS:

            


    

     

     

    
      	 	
              (a) 
      

            	
               cost
      of goods sold,

            


    

     

     

    
      	 	
              (b) 
      

            	
              direct
      research and development costs incurred from the customization of the
      Products which are specific and unique to a particular End-User and
      thereafter not released by EGS for sale and distribution to all End-Users
      as part of a standard Product;

            


    

     

     

    
      	 	
              (c) 
      

            	
              direct
      and reasonable sales costs which consists of commission incurred from the
      sale of the Products and reasonable travel expenses incurred during such
      sale; and,

            


    

     

     

    
      	 	
              (d) 
      

            	
              any
      Indirect Taxes included within those gross
  revenues.

            


    

     

     

    
      	
              10.9 
      

            	
              The
      definition of Sona Net Revenues shall not include any deductions
      for:

            


    

     

     

    
      	 	
              (a) 
      

            	
              any
      licence fee paid to EGS under clause
13.6;

            


    

     

     

    
      	 	
              (b) 
      

            	
              any
      indirect costs of Sona, including general and administrative costs,
      general research and development costs, amortization and depreciation
      expense, and

            


    

     

     

    Any and
all expenses, costs and charges incurred by Sona in the performance of its
obligations under this Agreement shall be paid by Sona and not included in Sona
Net Revenues calculation in clause 13.6, unless EGS has expressly agreed
beforehand in writing to pay such expenses, costs and charges.

     

     

    
      	
              10.10 
      

            	
              Any
      amounts under this clause 13 that are not paid on time shall incur
      interest on the outstanding amount (which shall be payable in the same
      currency as the outstanding amount due) at the rate of 2% above the base
      lending rate from time to time of National Australia Bank Limited for the
      relevant currency, accruing on a daily basis and compounding at the end of
      each calendar month from the time the outstanding amount becomes overdue,
      until payment is made in full;

            


    

     

     

    
      	
              10.11 
      

            	
              Sona
      will pay EGS for its time-worked fees and related expenses for services
      rendered by EGS in the course of revising the Products to accommodate the
      customisation requirements of specific End-Users in the Sona Territory
      (including customisation to accommodated different market requirements
      within the Sona Territory).  Requests for these services must be
      submitted to EGS in writing.  Estimates costs for these services
      will be calculated in advance and submitted to Sona for written approval.
      For the avoidance of doubt, Sona will have
sole

            


    

     


    
      
        
           

        

         


      

      
        Page
18

        
          

        

      

      
         


      

    


     

    
      	
              10.12 
      

            	
              responsibility
      for ensuring that any modifications made to the eBet Software and the eBet
      Developed Software meet all regulatory requirements in the Sona
      Territory.

            


    

     

     

    
      	
              10.13 
      

            	
              Notwithstanding
      the Licence granted to EGS under clause 3.1(b), Sona may sub-license and
      distribute (pursuant to clause 4) the Sona Software to those End-Users in
      the eBet Territory listed as Excluded Contracts without any liability on
      Sona to pay EGS a percentage of the Sona Net Revenues under clause 13.8.
      Further, EGS will provide to Sona the necessary sales support to
      facilitate such distribution.

            


    

     

     

    
      	
              10.14 
      

            	
              All
      payments to be made by the Parties under this clause 13 shall be in U.S.
      Dollars and by international wire
transfer.

            


    

     

     

    
      	
              10.15 
      

            	
              Where
      the payment of licence fees under this Agreement is based upon the
      percentage of EGS Net Revenues or Sona Net Revenues, and a Party is
      required to obtain regulatory approval from a Gaming Government Agency
      prior to receiving such percentage the Parties mutually agree to negotiate
      the payment of a fair and reasonable monthly flat fee in such jurisdiction
      until the relevant Gaming Government Agency grants the necessary
      approvals.

            


    

     

     

    
      	
              11.  

            	
              Taxes

            


    

     

     

    
      	
              11.1 
      

            	
              In
      addition to all payments made by Sona or EGS under clause 13, the paying
      party shall pay any Indirect Taxes chargeable in respect of those
      payments.

            


    

     

     

    
      	
              11.2 
      

            	
              The
      receiving Party irrevocably authorises the paying Party to make any
      deduction or withholding required by applicable law from the payments made
      under clause 13, and to pay the amount so deducted or withheld to the
      relevant government agency.

            


    

     

     

    
      	
              11.3 
      

            	
              Upon
      request from the paying Party, the receiving Party will provide the paying
      Party with original receipts from the relevant governmental agency for any
      amounts so deducted or withheld which constitute a tax, levy, impost or
      other charge on the paying Party.

            


    

     

     

    
      	
              12.  

            	
              Advertising
      and Promotion

            


    

     

     

    
      	
              12.1 
      

            	
              Each
      of EGS and Sona will:

            


    

     

     

    
      	 	
              (a) 
      

            	
              be
      responsible for the advertising and promotion of Products in their
      respective Territories using advertising materials and promotional
      literature of such Parties as each of them considers appropriate;
      and

            


    

     

     

    
      	 	
              (b) 
      

            	
              display
      advertising materials and other signs considered appropriate and in
      compliance with applicable laws.

            


    

     

     

    
      	
              12.2 
      

            	
              Each
      of EGS and Sona will provide the other with information on the advertising
      and promotion of products carried out by it in its
    Territory.

            


    

     


    
      
        
           

        

         


      

      
        Page
19

        
          

        

      

      
         


      

    


     

    
      	
              12.3 
      

            	
              EGS
      and Sona will, where mutually agreed, participate in fairs and exhibitions
      where their respective products are to be
  exhibited.

            


    

     

     

    
      	
              12.4 
      

            	
              From
      time to time, EGS and Sona may utilise products as display models, for
      marketing purposes and at exhibitions, free of any licence or other
      fees.

            


    

     

     

    
      	
              12.5 
      

            	
              Sona
      and EGS (“Indemnifying
      Party”) shall indemnify and hold each other
      (“Indemnified
      Party”) harmless against all liabilities, losses, fines,
      assessments, penalties, judgments, claims, allegations, lawsuits,
      administrative actions, costs, and expenses of any kind and nature
      (including reasonable attorneys fees) incurred by the Indemnified Party,
      arising out of or incidental to the advertising and promotional acts
      performed by the Indemnifying Party permitted under this clause
      15.

            


    

     

     

    
      	
              13.  

            	
              Regulatory
      And Testing Approvals

            


    

     

     

    
      	
              13.1 
      

            	
              Neither
      Sona nor EGS have responsibility for obtaining any import licences or
      permits required for the entry of products into each other’s Territory, or
      their delivery to End-Users in each other’s
  Territory.

            


    

     

     

    
      	
              13.2 
      

            	
              As
      from the Closing Date, EGS is responsible for obtaining all GLI
      certifications and Industry Regulatory Approvals required for the use of
      Products in the eBet Territory and the Sona Territory, unless the Master
      Services Agreement provides otherwise or the Parties otherwise agree in
      writing.

            


    

     

     

    
      	
              13.3 
      

            	
              Sona
      and EGS warrant to each other that each of them has informed the other of
      all material laws, regulations and statutory requirements affecting the
      technical and gaming requirements of relevant  products and the
      manufacture, sale, packaging and labelling of relevant products which are
      in force within each other’s Territory ("Local Regulations") at
      the date of this Agreement.

            


    

     

     

    
      	
              13.4 
      

            	
              Sona
      and EGS must give to the other of them as much advance notice as
      reasonably possible of any prospective changes in the Local Regulations in
      their respective Territories.

            


    

     

     

    
      	
              13.5 
      

            	
              On
      receipt of notification under clause 16.4, each of Sona and EGS will use
      its reasonable endeavours to ensure that their products comply with any
      change in the Local Regulations by the date of implementation of that
      change, or as soon as is reasonably possible
  thereafter.

            


    

     

     

    
      	
              14.  

            	
              Training

            


    

     

     

    Each of
EGS and Sona is responsible for all product training in its Territory, but must
provide all reasonable assistance to the other as and when
requested.

     

     

    
      	
              15.  

            	
              Intellectual
      property Rights

            


    

     

     

    
      	
              15.1 
      

            	
              There
      are no implied or conveyed rights of assignment of any Intellectual
      Property Rights to any Party, other than the rights and licences expressly
      granted in this Agreement. Further, the Sona Group shall only grant future
      non-exclusive licenses in the eBet Territory to that portion of Sona
      Software licensed to EGS under clause 3.1(a) with the prior written
      consent of EGS, not to be unreasonably
withheld

            


    

     


    
      
        
           

        

         


      

      
        Page
20

        
          

        

      

      
         


      

    


     

    
      	
              15.2 
      

            	
              If
      this Agreement is terminated by the eBet Companies under clause 23.3 due
      to the rejection of this Agreement by or on behalf of Sona under Section
      365 of the Bankruptcy Code, all licenses and rights to licenses granted
      under or pursuant to this Agreement by Sona to EGS are, and shall
      otherwise be deemed to be, for purposes of Section 365(n) of the
      Bankruptcy Code, licenses of rights to “intellectual property” as defined
      under Section 101(35A) of the Bankruptcy Code.  The Parties
      agree that EGS, as a licensee of such rights under this Agreement, shall
      retain and may fully exercise all of its rights and elections under the
      Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by
      or against Sona under the Bankruptcy Code, EGS shall be entitled to a
      complete duplicate of, or complete access to (as EGS deems appropriate),
      any such intellectual property and all embodiments of such intellectual
      property not theretofore previously delivered.  Such
      intellectual property and all embodiments thereof shall be promptly
      delivered to EGS (i) upon any such commencement of a bankruptcy proceeding
      upon written request therefrom by EGS, unless Sona elects to continue to
      perform all of its obligations under this Agreement, or (ii) if not
      delivered under (i) above, upon the rejection of this Agreement by or on
      behalf of Sona upon written request therefrom by
  EGS.

            


    

     

     

    
      	
              16.  

            	
              Trade
      Marks And Patents

            


    

     

     

    
      	
              16.1 
      

            	
              The
      following provisions apply in respect of Sona Group Trade
      Marks:

            


    

     

     

    
      	 	
              (a) 
      

            	
              Sona
      hereby grants to EGS the exclusive right in the eBet Territory to use the
      Sona Group Trade Marks if it so wishes in the marketing, Sub-Licence and
      distribution of the Sona Software in accordance with the terms, and for
      the duration, of the relevant  Licence and the
      Sub-Licence;

            


    

     

     

    
      	 	
              (b) 
      

            	
              all
      representations of the Sona Group Trade Marks in advertising and
      promotional materials which EGS intends to use must first be submitted to
      Sona for written approval, not to be unreasonably
  withheld;

            


    

     

     

    
      	 	
              (c) 
      

            	
              Sona
      makes no representation or warranty as to the validity or enforceability
      of the Sona Group Trade Marks, nor as to whether the same infringe on any
      Intellectual Property Rights of third parties in the eBet
      Territory;

            


    

     

     

    
      	 	
              (d) 
      

            	
              EGS
      may not transfer or otherwise deal in any way with the rights of use of
      the Sona Group Trade Marks granted under this Agreement, except under a
      Sub-Licence, or as permitted under clause
29;

            


    

     

     

    
      	 	
              (e) 
      

            	
              EGS
      may not do or omit to do anything in its use of the Sona Group Trade Marks
      that may or would adversely affect their validity;
  and

            


    

     

     

    
      	 	
              (f) 
      

            	
              EGS
      must forthwith enter into any document necessary for the recording,
      registration or safeguarding of the Trade Mark rights of the Sona Group in
      connection with the marketing of the Sona Software under the Sona Group
      Trade Marks, in a form reasonably satisfactory to
  Sona.

            


    

     

     

    
      	
              16.2 
      

            	
                    
                The
      following provisions apply in respect of the eBet Companies’ Trade
      Marks:

              

            


    

     

    


    
      
        
          
             

             

          

           


        

        
          Page
21

          
            

          

        

        
           


        

      

    

    


     

    
      	
              16.3 
      

            	
              The
      eBet Companies hereby grant to Sona the non-exclusive right in the Sona
      Territory to use their respective Trade Marks in the promotion,
      advertisement and sale of the Products in accordance with the terms, and
      for the duration, of this
Agreement;

            


    

     

     

    
      	 	
              (a) 
      

            	
              all
      representations of the eBet Companies’ Trade Marks in advertising and
      promotional materials which Sona intends to use must first be submitted to
      EGS for written approval, not to be unreasonably
  withheld;

            


    

     

     

    
      	 	
              (b) 
      

            	
              the
      eBet Companies make no representation or warranty as to the validity or
      enforceability of the eBet Companies’ Trade Marks, nor as to whether the
      same infringe on any Intellectual Property Rights of third parties in the
      Sona Territory;

            


    

     

     

    
      	 	
              (c) 
      

            	
              Sona
      may not sub-licence, transfer or otherwise deal in any way with the rights
      of use of the eBet Companies’ Trade Marks granted under this Agreement,
      except pursuant to a sub-licence granted pursuant to clause 4.2,, or as
      permitted under clause 29;

            


    

     

     

    
      	 	
              (d) 
      

            	
              Sona
      may not do or omit to do anything in its use of the eBet Companies’ Trade
      Marks that may or would adversely affect their validity or the eBet
      Companies’ ownership of, or rights to, the eBet Companies’ Trade Marks;
      and

            


    

     

     

    
      	 	
              (e) 
      

            	
              Sona
      must forthwith enter into any document necessary for the recording,
      registration or safeguarding of the Trade Mark rights of the eBet
      Companies in connection with the marketing of the Products under the eBet
      Companies’ Trade Marks, in a form satisfactory to the eBet
      Companies.

            


    

     

    
       

      
        	
                16.4 
      

              	
                      
                  The
      following provisions apply in respect of
    patents:

                

              


      

       

    

     

    
      	 	
              (a) 
      

            	
              the
      Sona Group (on the one hand) and each of the eBet Companies (on the other)
      shall assist each other in every proper way to obtain, and from time to
      time enforce, United States and foreign patent rights relating to each
      other’s  respectively retained Intellectual Property Rights in
      any and all countries;

            


    

     

     

    
      	 	
              (b) 
      

            	
              to
      that end, both of them will ensure the proper and timely execution,
      verification and delivery of such documents and performance of such other
      acts as the requesting Party may reasonably request for use in applying
      for, obtaining, perfecting, evidencing, sustaining and enforcing such
      Intellectual Property Rights;

            


    

     

     

    
      	 	
              (c) 
      

            	
              the
      Parties’ obligations under this clause 19.3 shall continue beyond the
      termination of this Agreement, but both Parties shall compensate each
      other (as fairness and necessity reasonably requires) to satisfy the
      request for any such assistance;
and

            


    

     

     

    
      	 	
              (d) 
      

            	
              both
      Parties shall each bear their own costs and fees in pursuing and
      protecting their rights under this clause
19.3.

            


    

     


    
      
        
           

           

        

         


      

      
        Page
22

        
          

        

      

      
         


      

    


     

    
      	 	
              (e) 
      

            	
              Representations
      and Warranties

            


    

     

     

    
      	
              16.5 
      

            	
              Each
      Party hereby represents and warrants as of the Effective Date and
      covenants to the other Party that:

            


    

     

     

    
      	 	
              (a) 
      

            	
              it
      has the power and authority and the legal right to enter into this
      Agreement and perform its obligations hereunder, and that it has taken all
      necessary action on its part required to authorize the execution and
      delivery of this Agreement and the performance of its obligations
      hereunder;

            


    

     

     

    
      	 	
              (b) 
      

            	
              this
      Agreement has been duly executed and delivered on behalf of such Party and
      constitutes a legal, valid and binding obligation of such Party and is
      enforceable against it in accordance with its terms, subject to the
      effects of bankruptcy, insolvency or other laws of general application
      affecting the enforcement of creditor rights and judicial principles
      affecting the availability of specific performance and general principles
      of equity, whether enforceability is considered a proceeding at law or
      equity;

            


    

     

     

    
      	 	
              (c) 
      

            	
              all
      necessary consents, approvals and authorizations of any applicable
      government agency and other parties required to be obtained by such Party
      in connection with the execution and delivery of this Agreement and the
      performance of its obligations hereunder have been
    obtained;

            


    

     

     

    
      	 	
              (d) 
      

            	
              the
      execution and delivery of this Agreement and the performance of such
      Party’s obligations hereunder (i) do not conflict with or violate any
      requirement of applicable law or any provision of the articles of
      incorporation, bylaws or any similar instrument of such Party, as
      applicable, in any material way, and (ii) do not conflict with, violate,
      or breach or constitute a default or require any consent not already
      obtained under, any contractual obligation or court or administrative
      order by which such Party is bound;

            


    

     

     

    
      	 	
              (e) 
      

            	
              it
      has and will have enforceable written agreements with all of its employees
      who receive Confidential Information under this Agreement assigning to
      such Party ownership of all Intellectual Property Rights created in the
      course of their employment.

            


    

     

     

    
      	
              16.6 
      

            	
              Each
      member of the Sona Group warrants
that:

            


    

     

     

    
      	 	
              (a) 
      

            	
              it
      is the owner or licensee of all Intellectual Property Rights subsisting in
      the current Sona Software, and it is free of
  Encumbrances;

            


    

     

     

    
      	 	
              (b) 
      

            	
              its
      entry into this Agreement and the granting of the Licences and
      Sub-Licences will not result in a breach of any agreement, arrangement or
      understanding to which it is a party, except that Sona does not make such
      warranty in respect of  the Shuffle Master Agreement;
      and

            


    

     

     

    
      	 	
              (c) 
      

            	
              the
      use of the relevant Sona Software by EGS and the resulting Sub-Licences
      will not:

            


    

     


    
      
        
           

           

        

         


      

      
        Page
23

        
          

        

      

      
         


      

    


     

    
      	 	
              (d) 
      

            	
              infringe
      any third party’s rights (including Intellectual Property
      Rights);

            


    

     

     

    
      	 	
              (i) 
      

            	
              constitute
      a misuse of any third party’s Confidential Information;
  or

            


    

     

     

    
      	 	
              (ii) 
      

            	
              result
      in Sona breaching any obligation it owes to a third party, except that
      Sona does not make such warranty in respect of the Shuffle Master
      Agreement;

            


    

     

     

    
      	 	
              (e) 
      

            	
              none
      of the representations and warranties made by the members of the Sona
      Group herein contains or will contain any untrue statement of a material
      fact or omits to state any material fact necessary to make the statements
      made, in the light of the circumstances under which they were made, not
      misleading;

            


    

     

     

    
      	
              16.7 
      

            	
              Each
      of the eBet Companies warrants
that:

            


    

     

     

    
      	 	
              (a) 
      

            	
              its
      entry into this Agreement will not result in a breach of any agreement,
      arrangement or understanding to which it is a party;
  and

            


    

     

     

    
      	 	
              (b) 
      

            	
              the
      use of the eBet Software by Sona and the resulting sub-licences to
      End-Users will not:

            


    

     

     

    
      	 	
              (i) 
      

            	
              infringe
      any third party’s rights (including Intellectual Property
      Rights);

            


    

     

     

    
      	 	
              (ii) 
      

            	
              constitute
      a misuse of any third party’s Confidential Information;
  or

            


    

     

     

    
      	 	
              (iii) 
      

            	
              result
      in any of the eBet Companies or any related entity breaching any
      obligation it owes to a third
party.

            


    

     

     

    
      	 	
              (c) 
      

            	
              none
      of the representations and warranties made by the eBet Companies herein
      contains or will contain any untrue statement of a material fact or omits
      to state any material fact necessary to make the statements made, in the
      light of the circumstances under which they were made, not
      misleading;

            


    

     

     

    
      	
              16.8 
      

            	
              Except
      as expressly contained in this Agreement, the Sona Group makes absolutely
      no representations or warranties, whether written or verbal, to the eBet
      Companies with respect to the Sona Software, or the suitability thereof
      for the eBet Companies’ intended use.  The eBet Companies
      further acknowledge that it has read and understands all of the documents
      and instruments reviewed by the eBet Companies and has had the opportunity
      to have such information reviewed by the eBet Companies’ financial
      advisors, including, without limitation, eBet Companies’ accountant and
      attorney(s).

            


    

     


    
      
        
           

           

        

         


      

      
        Page
24

        
          

        

      

      
         


      

    


     

    
      	
              16.9 
      

            	
              IPR
      Indemnity

            


    

     

     

    
      	
              16.10 
      

            	
              The
      following provisions govern indemnification by the Sona
    Group:

            


    

     

     

    
      	 	
              (a) 

            	
              subject
      to the limitations, conditions, and exclusions set out below, Sona Group
      will defend and indemnify, at its own expense, any third party claim
      against the eBet Companies that arises due to a claim that the Sona
      Software infringes a valid United States, European Union, Japanese, South
      Korean or Taiwanese patent, or copyright, or involves the misappropriation
      of a trade secret.  The Sona Group will pay such damages or
      costs as are finally awarded against the eBet Companies or agreed to in
      settlement for such claim, provided that the eBet Companies gives to the
      Sona Group:

            


    

     

     

    
      	 	
              (i) 
      

            	
              written
      notice of any such claim or threatened claim within thirty (30) days after
      the eBet Companies actually become aware of the claim or
      threat;

            


    

     

     

    
      	 	
              (ii) 
      

            	
              sole
      control of the defence, negotiations and settlement of such claim;
      and

            


    

     

     

    
      	 	
              (iii) 
      

            	
              full
      cooperation in any defence or settlement of the claim (at the cost of the
      Sona Group).  The Sona Group will not be liable for the
      settlement of a claim by the eBet Companies or their authorized agents
      made without its prior written
consent.

            


    

     

     

    
      	 	
              (b) 
      

            	
              if
      the eBet Companies’ or any End-Users’ (granted by EGS under a Sub-Licence)
      use of the Sona Software results in, or in Sona Group’s opinion is likely
      to become subject to, a claim for infringement or misappropriation, then
      the Sona Group will, at its sole option and expense,
    either:

            


    

     

     

    
      	 	
              (i) 
      

            	
              obtain
      for the eBet Companies the right to continue using the Sona Software;
      or

            


    

     

     

    
      	 	
              (ii) 
      

            	
              replace
      or modify the Sona Software so that it is non-infringing and substantially
      equivalent in function to, and interchangeable with, the enjoined
      software.

            


    

     

     

    
      	
              16.11 
      

            	
              The
      following provisions govern indemnification by the eBet
      Companies:

            


    

     

     

    
      	 	
              (a) 
      

            	
              subject
      to the limitations, conditions, and exclusions set out below, the eBet
      Companies will defend and indemnify, at its own expense, any third party
      claim against the Sona Group that arises due to a claim that the eBet
      Software or eBet Developed Software infringes a valid United States,
      European Union, Japanese, South Korean or Taiwanese patent, or copyright,
      or involves the misappropriation of a trade secret.  The eBet
      Companies will pay such damages or costs as are finally awarded against
      the eBet Companies or agreed to in settlement for such claim, provided
      that the Sona Group gives to the eBet
Companies:

            


    

     


    
      
        
           

           

        

         


      

      
        Page
25

        
          

        

      

      
         


      

    


     

    
      	 	
              (b) 
      

            	
              written
      notice of any such claim or threatened claim within thirty (30) days after
      the Sona Group actually becomes aware of the claim or
    threat;

            


    

     

     

    
      	 	
              (i) 
      

            	
              sole
      control of the defence, negotiations and settlement of such claim;
      and

            


    

     

     

    
      	 	
              (ii) 
      

            	
              full
      cooperation in any defence or settlement of the claim (at the eBet
      Companies’ cost).  The eBet Companies will not be liable for the
      settlement of a claim by the Sona Group or its authorized agents made
      without the eBet Companies’ prior written
  consent.

            


    

     

     

    
      	 	
              (c) 
      

            	
              if
      the Sona Group’s or any End-Users’ (granted by Sona under a sub-licence
      pursuant to clause 4.2) use of the eBet Software or eBet Developed
      Software results in, or in the eBet Companies’ opinion is likely to become
      subject to, a claim for infringement or misappropriation, then the eBet
      Companies will, at their sole option and expense,
  either:

            


    

     

     

    
      	 	
              (i) 
      

            	
              obtain
      for the Sona Group the right to continue using the eBet Software or eBet
      Developed Software; or

            


    

     

     

    
      	 	
              (ii) 
      

            	
              replace
      or modify the eBet Software or eBet Developed Software so that it is
      non-infringing and substantially equivalent in function to, and
      interchangeable with, the enjoined
software.

            


    

     

     

    
      	
              17.  

            	
              Product
      Liability

            


    

     

     

    
      	
              17.1 
      

            	
              Sona  and
      EGS  (“Indemnifying
      Party”)  agrees to indemnify and hold harmless the other
      of them (“Indemnified
      Party”) from and against any liability incurred by the Indemnified
      Party in respect of damage to property, death or personal injury arising
      from any fault or defect in the materials or workmanship of any product,
      and all costs, claims, demands and expenses arising out of or in
      connection with that liability ("Relevant Claim"), except
      to the extent that the liability arises as a result of the wilful
      misconduct or gross negligence of the Indemnified Party.  For
      the avoidance of doubt, it is not necessary for the Indemnified Party to
      expend moneys before becoming entitled to the benefit of this
      indemnity.

            


    

     

     

    
      	
              17.2 

            	
              At
      a time reasonably prior to the distribution of products into each
      Territory, Sona and EGS must provide the other of them with evidence to
      its reasonable satisfaction, confirming that it has insurance coverage
      from a first class insurer in respect of its indemnity obligations under
      clause 22.1.  This insurance coverage must be maintained in full
      force and effect at all times during the term of this Agreement. EGS may
      withhold Product from distribution to Sona until it is reasonably
      satisfied that this clause has been complied with and such withholding
      shall not be deemed a material default under this
    Agreement;

            


    

     

     

    
      	
              17.3 
      

            	
              An
      Indemnified Party must, as soon as practicable after it becomes aware of a
      matter which may result in a Relevant
Claim:

            


    

     

     

    
      	 	
              (a) 
      

            	
              give
      written notice to the Indemnifying Party of the
  matter;

            


    

     


    
      
        
           

           

        

         


      

      
        Page
26

        
          

        

      

      
         


      

    


     

    
      	 	
              (b) 
      

            	
              give
      to the Indemnifying Party all information and assistance which it may
      reasonably require to defend or settle the Relevant
  Claim;

            


    

     

     

    
      	 	
              (c) 
      

            	
              allow
      the Indemnifying Party the exclusive conduct of any proceedings and take
      whatever action it reasonably directs to defend or resist the matter,
      including the use of professional advisers nominated by the Indemnifying
      Party; and

            


    

     

     

    
      	 	
              (d) 
      

            	
              not
      admit liability or settle the matter without the written consent of the
      Indemnifying Party.

            


    

     

     

    
      	
              17.4 
      

            	
              Each
      Indemnified Party undertakes to maintain appropriate up-to-date and
      accurate records to enable the immediate recall of any batches of an
      affected product. These records shall include records of deliveries to
      End-Users (including details of batch numbers, delivery date, name and
      address of End-User and telephone number and fax or telex number if
      available).

            


    

     

     

    
      	
              17.5 
      

            	
              Each
      Indemnified Party shall, at the Indemnifying Party’s cost, give such
      assistance as it may reasonably require for the purpose of recalling as a
      matter of urgency, any quantities of affected products within the affected
      Territory.

            


    

     

     

    
      	
              18.  

            	
              Duration
      and Termination

            


    

     

     

    
      	
              18.1 
      

            	
              Neither
      Sona nor EGS are entitled to terminate this Agreement for any reason
      unless specifically provided in this
Agreement.

            


    

     

     

    
      	
              18.2 
      

            	
              This
      Agreement shall commence on the Effective Date and remain in full force
      and affect until terminated by either Party pursuant to this clause 23, or
      clause 34.4.

            


    

     

     

    
      	
              18.3 
      

            	
              Notwithstanding
      any other term in this Agreement (and subject to clause 23.1), either the
      Sona Group (on the one hand) or the eBet Companies (on the other) (“Terminating Party”) may
      terminate this Agreement with immediate effect by giving notice of such
      termination to the other of them (“Terminated Party”) on or
      at any time after the occurrence of any of the following
      events:

            


    

     

     

    
      	 	
              (a) 
      

            	
              one
      of the Terminated Parties fails to pay any licence fees due under clause
      13 and such failure to pay is not remedied within 60 days after the
      Terminating Parties has given written notice of the failure to pay to the
      Terminated Parties requiring payment;
or

            


    

     

     

    
      	 	
              (b) 
      

            	
              a
      receiver, liquidator, administrator  (or similar official) is
      appointed to one of the Terminated Parties, or one of the Terminated
      Parties passes a resolution for the appointment of a liquidator (other
      than, in any such case, a voluntary winding-up of a solvent company for
      the purposes of amalgamation or reconstruction);
  or

            


    

     

     

    
      	 	
              (c) 
      

            	
              an
      order is made for the appointment of an administrator (or similar
      official) to manage the affairs, business and property of one of the
      Terminated Parties,

            


    

     


    
      
        
           

        

         


      

      
        Page
27

        
          

        

      

      
         


      

    


     

    
      	 	
              (d) 
      

            	
              or
      notice of intention to appoint an administrator is given by one of the
      Terminated Parties or its directors;
or

            


    

     

     

    
      	 	
              (e) 
      

            	
              one
      of the Terminated Parties takes steps to enter into a company voluntary
      arrangement (including under Chapter 11 of the Bankruptcy Code), a scheme
      of arrangement or any analogous compromise or arrangement (whether formal
      or informal) with any of its creditors (other than, in any such case, a
      voluntary winding-up of a solvent company for the purposes of amalgamation
      or reconstruction); or

            


    

     

     

    
      	 	
              (f) 
      

            	
              one
      of the Terminated Parties is unable or admits in writing its inability to
      pay its debts as they fall due; or

            


    

     

     

    
      	 	
              (g) 
      

            	
              one
      of the Terminated Parties suffers or takes any similar or analogous action
      in any jurisdiction in consequence of
debt.

            


    

     

     

    
      	
              18.4 
      

            	
              For
      the avoidance of doubt, in the absence of a specific provision of this
      Agreement which addresses that breach, all other breaches of this
      Agreement are deemed capable of remedy by one or other or all of an award
      of damages, an injunction or other interlocutory relief, or an order for
      specific performance.

            


    

     

     

    
      	
              19.  

            	
              Effects
      of Termination

            


    

     

     

    
      	
              19.1 
      

            	
              Termination
      of all or, where clause 24.3 applies, part of this Agreement (however
      caused) shall be without prejudice to any rights or liabilities accrued at
      the date of termination.

            


    

     

     

    
      	
              19.2 
      

            	
              Clauses
      14, 18, 21, 22, 24, 25, 26 and 31 survive the termination of this
      Agreement by either the Sona Group or the eBet Companies, as will any
      other clause which by its nature is intended to survive such
      termination.

            


    

     

     

    
      	
              19.3 
      

            	
              Where
      the eBet Group has a right of termination under clause 23.3, in lieu of
      that right, the eBet Group shall be entitled to terminate the rights of
      Sona under clause 4.  In these
  circumstances:

            


    

     

     

    
      	 	
              (a) 
      

            	
              all
      other rights and obligations of Sona under this Agreement shall remain in
      full force and effect; and

            


    

     

     

    
      	 	
              (b) 
      

            	
              the
      eBet Group’s right to terminate this Agreement in respect of the relevant
      breach shall cease to apply.

            


    

     

     

    
      	
              20.  

            	
              Extent
      of Liability

            


    

     

     

    
      	
              20.1 
      

            	
              The
      warranties and conditions stated in this Agreement are in lieu of all
      other conditions, warranties or other terms that might be
      implied  or incorporated into this Agreement (whether by
      statute, common law or otherwise), all of which are hereby excluded to the
      extent permitted by law.

            


    

     


    
      
        
           

        

         


      

      
        Page
28

        
          

        

      

      
         


      

    


     

    
      	
              20.2 
      

            	
              Nothing
      in this Agreement or any order shall exclude or limit the liability of
      Sona or EGS for:

            


    

     

     

    
      	 	
              (a) 
      

            	
              death
      or personal injury arising from their
  negligence;

            


    

     

     

    
      	 	
              (b) 
      

            	
              fraud
      or fraudulent misrepresentation;

            


    

     

     

    
      	 	
              (c) 
      

            	
              any
      other liability that cannot be limited or excluded by law;
    or

            


    

     

     

    
      	 	
              (d) 
      

            	
              any
      liability under clauses 21 and 22.

            


    

     

     

    
      	
              20.3 
      

            	
              Save
      as set out in clause 25.2 neither Sona nor EGS shall be liable to the
      other of them for any consequential, incidental, indirect, special,
      punitive or similar damages (including, loss of goodwill, loss of profits
      or revenue, loss of use, business interruptions, or loss of business data)
      and whether such loss or damage is based in contract, warranty, tort,
      negligence, strict liability, indemnity, or otherwise, and even if one of
      them has been advised of the possibility of such
  damages.

            


    

     

     

    Notwithstanding
this, some jurisdictions do not permit the exclusion or limitation of liability
for consequential or incidental damages and, as such, some portion of the above
limitation may not apply. In these circumstances, the affected Party’s liability
is limited to the greatest extent permitted by law.

     

     

    
      	
              21.  

            	
              Confidential
      Information

            


    

     

     

    
      	
              21.1 
      

            	
              Save
      to the extent required by either Sona or EGS to facilitate the
      development, testing, assembly, installation, commissioning and use of
      products as contemplated by this Agreement, the Sona Group and the eBet
      Companies shall hold in confidence all Confidential Information obtained
      from the other of them.

            


    

     

     

    
      	
              21.2 
      

            	
              For
      the duration of this Agreement and for two years thereafter, neither the
      Sona Group nor the eBet Companies shall disclose to any third party
      outside its corporate group (without the prior express written permission
      of the other of them), any Confidential Information obtained from the
      other of them, save that the Sona Group (on the one hand) and the eBet
      Companies (on the other) may disclose any Confidential Information
      obtained from the other of them:

            


    

     

     

    
      	 	
              (a) 
      

            	
              to
      those of its officers, employees or contractors (or the officers,
      employees or contractors of any company in its corporate group) as may be
      reasonably necessary for the purpose of fulfilling its obligations under
      this Agreement, provided that before making any such disclosure the
      effected Party makes such officers, employees and contractors aware of its
      obligations of confidentiality under this Agreement and procures
      compliance by those persons with them;
and

            


    

     

     

    
      	 	
              (b) 
      

            	
              where
      such disclosure is required by any law, court order, regulatory or other
      authority such as stock exchange.

            


    

     


    
      
        
           

           

        

         


      

      
        Page
29

        
          

        

      

      
         


      

    


     

    
      	 	
              (c) 
      

            	
              The
      provisions of clauses 26.1 and 26.2 do not apply to any information
      which:

            


    

     

     

    
      	 	
              (d) 
      

            	
              is
      or becomes public knowledge other than by breach of this
      clause;

            


    

     

     

    
      	 	
              (e) 
      

            	
              is
      already in the possession of any member of the Sona Group or any of the
      eBet Companies without restriction in relation to disclosure, before the
      date of its receipt from the other of them;
or

            


    

     

     

    
      	 	
              (f) 
      

            	
              is
      received from a third party who lawfully acquired or developed it and who
      is under no obligation restricting its
  disclosure.

            


    

     

     

    
      	
              22.  

            	
              Fairness
      and Good Faith

            


    

     

    In
entering into this Agreement, the Sona Group and the eBet Companies recognise
that it is impracticable to make provision for every contingency which may
arise.  They declare it to be their intention that this Agreement (and
each other agreement to which it refers) shall operate between them with
fairness. Each of the Sona Group and the eBet Companies agree and declare that
they will at all times act in good faith and in a timely manner in relation to
the other of them with respect to all matters relating to this
Agreement.

     

     

    
      	
              23.  

            	
              Dispute
      Resolution

            


    

     

     

    
      	
              23.1 
      

            	
              If
      a dispute arises out of, or in relation to, this Agreement (including any
      dispute as to breach or termination of this Agreement, or as to any claim
      in tort, in equity or pursuant to any statute), no Party may commence any
      court or arbitration proceedings relating to the dispute
      unless:

            


    

     

     

    
      	 	
              (a) 
      

            	
              if
      agreement is not reached between the Parties pursuant to clause 28.4, and
      mediation has not taken place in accordance with clauses 28.5 to 28.7;
      or

            


    

     

     

    
      	 	
              (b) 
      

            	
              one
      of them seeks urgent interlocutory relief, in which case the applying
      Party does not need to comply with this clause 28 before seeking that
      relief.

            


    

     

     

    
      	
              23.2 
      

            	
              If
      any Party claims that a dispute has arisen under or in relation to this
      Agreement, it must give written notice to the other relevant Parties
      specifying the nature of the
dispute.

            


    

     

     

    
      	
              23.3 
      

            	
              Thereafter,
      the affected Parties must endeavour to resolve the dispute expeditiously,
      using informal dispute resolution techniques such as mediation, expert
      evaluation or determination, or similar techniques agreed by
      them.

            


    

     

     

    
      	
              23.4 
      

            	
              If
      the affected Parties are unable to agree within 7 days (or such longer
      period as they decide) after receipt of the notice referred to in clause
      28.2, as to:

            


    

     

     

    
      	 	
              (a) 
      

            	
              the
      dispute resolution technique and procedures to be adopted;
    or

            


    

     


    
      
        
           

        

         


      

      
        Page
30

        
          

        

      

      
         


      

    


     

    
      	 	
              (b) 
      

            	
              the
      timetable for all steps in those procedures;
or

            


    

     

     

    
      	 	
              (c) 
      

            	
              the
      selection and compensation of the independent person required for such
      technique,

            


    

     

     

    
      	 	
              (d) 
      

            	
              then
      any affected Party may refer (which reference shall be binding on the
      other Party) the dispute to LEADR, ((ACN 008 651 232) Level 9, 15-17 Young
      Street, Sydney NSW 2000; email: leadr@leadr.com.au; telephone: (61-2) 9251
      3366; fax: (61-2) 9251 3733) for facilitation of a mediation in accordance
      with LEADR's Mediation Rules.  LEADR shall act in accordance
      with its Facilitation Rules (available at LEADR or
      www.leadr.com.au).

            


    

     

     

    
      	
              23.5 
      

            	
              The
      affected Parties must co-operate with LEADR as
  facilitator.

            


    

     

     

    
      	
              23.6 
      

            	
              This
      clause will remain operative after this Agreement has been performed and
      notwithstanding its termination.

            


    

     

     

    
      	
              24.  

            	
              Assignment

            


    

     

     

    
      	
              24.1 
      

            	
              Neither
      the Sona Group (on the one hand) nor the eBet Companies (on the
      other)  may assign or otherwise deal with any of their
      respective rights or obligations under this Agreement in a manner not
      expressly provided for in this Agreement, without the prior written
      consent of the other of them, which may not be unreasonably
      withheld.

            


    

     

     

    
      	
              24.2 
      

            	
              Notwithstanding
      clause 29.1, each such Party (“Transferring Party”)
      may, without the prior consent of the other such Party, assign or
      otherwise transfer any of their rights or obligations under this
      Agreement:

            


    

     

     

    
      	 	
              (a) 
      

            	
              in
      connection with a merger, acquisition, sale of substantially all of its
      assets or stock, financing, reorganization, or similar transaction (“Acquisition”).  In
      the event of any Acquisition, all references to the Transferring Party in
      this Agreement shall be deemed to refer to such
  assignee.

            


    

     

     

    
      	 	
              (b) 
      

            	
              to
      a wholly owned subsidiary of the Transferring
  Party

            


    

     

     

    
      	
              24.3 
      

            	
              Sona
      may grant non-exclusive sub-licences of the eBet Developed Software and
      the eBet Software to third party distributors in order to facilitate the
      sale of the Products within its Territory, provided
  that:

            


    

     

     

    
      	 	
              (a) 
      

            	
              the
      provisions of any sub-licence do not conflict with this Agreement;
      and

            


    

     

     

    
      	 	
              (b) 
      

            	
              Sona
      provides a copy of each sub-licence to EGS within 10 days after its last
      execution.

            


    

     

     

    
      
        
          
             

          

        

        
          Page
31

          
            

          

        

        
           

        

      

    

     

     

    
      	
              24.4 
      

            	
              EGS
      may grant non-exclusive sub-licences of the Sona Software to third party
      distributors (including eBet Online Inc. of Canada) in order to facilitate
      the distribution of Sona Software within its Territory, provided
      that:

            


    

     

     

    
      	 	
               
      

            	
              the
      provisions of any sub-licence do not conflict with this Agreement;
      and

            


    

     

     

    
      	 	
               
      

            	
              EGS
      provides a copy of each sub-licence to Sona within 10 days after its last
      execution.

            


    

     

     

    
      	
              24.5 
      

            	
              Sona
      irrevocably consents to the rights of EGS under this Agreement being
      secured in favour of its financiers from time to
  time.

            


    

     

     

    
      	
              25.  

            	
              [Intentionally
      Omitted]

            


    

     

     

    
      	
              26.  

            	
              Notices

            


    

     

     

    Unless
specified otherwise in this Agreement, any notice required to be given pursuant
to this Agreement shall be in writing and be given by delivering the notice by
hand at, or by sending the same by prepaid first class post (airmail if to an
address outside the country of posting) or facsimile or email to, the address of
the relevant Party as set out in this Agreement, or to such other address as any
Party notifies to the others from time to time. Any notice given according to
the above procedure shall be deemed to have been given at the time of delivery
(if delivered by hand) and when received (if sent by post, facsimile or
email).

     

     

    
      	
              27.  

            	
              General

            


    

     

     

    
      	
              27.1 
      

            	
              No
      Party will be liable to the others for any breach of its obligations under
      this Agreement, to the extent that the breach is due to an event of force
      majeure based on circumstances outside its reasonable
    control.

            


    

     

     

    
      	
              27.2 
      

            	
              This
      Agreement and any document referred to in this Agreement constitutes the
      entire understanding between the Parties with respect to its subject
      matter, and supersedes all prior agreements, negotiations and discussions
      between the Parties relating to it.

            


    

     

     

    
      	
              27.3 
      

            	
              Save
      as expressly provided in this Agreement, no amendment or variation to it
      is effective, unless in writing and signed by a duly authorised
      representative of each of the
Parties.

            


    

     

     

    
      	
              27.4 
      

            	
              No
      forbearance, delay or indulgence by a Party in enforcing the provisions of
      this Agreement shall prejudice or restrict the rights of that Party nor be
      construed or deemed to be a waiver of any of that Party's rights, and no
      waiver of any breach shall operate as a waiver of any subsequent or
      continuing breach.

            


    

     

     

    
      	
              27.5 
      

            	
              If
      any provision of this Agreement is held invalid, illegal or unenforceable
      for any reason by any court of competent jurisdiction, such provision
      shall be severed and the remainder of the provisions of this Agreement
      shall continue in full force and effect as if thisAgreement had been
      executed with the invalid, illegal or unenforceable provisions
      eliminated.

            


    

     

     

    
      
        
           

        

      

      
        Page
32

        
          

        

      

      
         

      

    

     

     

    
      	
              27.6 
      

            	
              A
      person who is not a Party to this Agreement shall not have any rights
      under or in connection with it by virtue of any applicable
      legislation.

            


    

     

     

    
      	
              27.7 
      

            	
              The
      Parties have entered into this Agreement at arms length. Nothing in this
      Agreement is intended to, nor shall be deemed to, establish anypartnership
      or joint venture between the Parties, constitute any Party the agent or
      fiduciary of another Party, nor authorise any Party to make or enter into
      any commitments for or on behalf of another
  Party.

            


    

     

     

    
      	
              27.8 
      

            	
              This
      Agreement may be executed in counterparts, each of which shall be deemed
      to be an original, and all of which together shall be deemed to be one and
      the same instrument.  Delivery of an executed counterpart of a
      signature page of this Agreement or any document or instrument delivered
      in connection herewith by telecopy or electronic portable document format
      (delivered by electronic mail) shall be as effective as delivery of a
      manually executed counterpart of this Agreement or such other document or
      instrument as applicable.

            


    

     

     

    
      	
              28.  

            	
              Governing
      Law and Jurisdiction

            


    

     

     

    
      	
              28.1 
      

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of New South Wales, Australia.

            


    

     

     

    
      	
              28.2 
      

            	
              The
      courts of New South Wales, Australia and courts of appeal from them have
      exclusive jurisdiction to hear and determine any action or proceeding and
      to settle any dispute that arises out of or in connection with this
      Agreement.

            


    

     

     

    
      	
              28.3 
      

            	
              The
      Sona Group appoints Messrs Addisons, Commercial Lawyers, of Level 12, 60
      Carrington Street, Sydney, New South Wales as its agent to accept service
      of process under this Agreement.  If, for any reason, Sona
      Group’s appointee as agent for service of process ceases to be able to act
      as such, the Sona Group must forthwith appoint another resident within New
      South Wales, Australia to accept service of process.  In the
      meantime, the eBet Companies are entitled to treat the previous appointee
      as the Sona Group’s agent for service of
  process.

            


    

     

     

    
      	
              29.  

            	
              Regulatory
      Compliance

            


    

     

     

    
      	
              29.1 
      

            	
              The
      Sona Group (on the one hand) and the eBet Companies (on the
      other)  specifically acknowledge that the other of them is
      subject to the gaming and/or wagering, and licensing requirements of
      various jurisdictions and is obliged to take diligent efforts to determine
      the suitability of its business
associates.

            


    

     

     

    
      	
              29.2 
      

            	
              The
      Sona Group (on the one hand) and the eBet Companies (on the other) agree
      to cooperate fully with the other of them in providing any information
      which the requesting Party deems necessary or appropriate in assuring
      itself that the requisitioned Party possesses the good character, honesty,
      integrity, and reputation applicable to those engaged in the gaming and/or
      wagering industries.

            


    

     

     

    
      
        
           

        

      

      
        Page
33

        
          

        

      

      
         

      

    

     

     

    
      	
              29.3 
      

            	
              The
      Sona Group (on the one hand) and the eBet Companies (on the other) agree
      to be bound by and to comply with the terms and conditions of, each
      other’s Compliance Plan.

            


    

     

     

    
      	
              29.4 
      

            	
              Subject
      to clause 34.5, either Party (the “First Party”) may
      terminate this Agreement where, as a result of a notification from, or
      discussions with, a Gaming Government Agency, it holds the reasonable
      opinion that the other Party has taken such action (or has failed to take
      such action) that will be detrimental to a material gaming industry
      licence, permit or approval that the First Party or a related body
      corporate holds (or seeks to hold) to conduct business within that Gaming
      Government Agency’s jurisdiction.

            


    

     

     

    
      	
              29.5 
      

            	
              The
      First Party must  notify in writing the other Party of the
      matters referred to in clause 34.4 (the “Regulatory Notice”),
      setting out all relevant details and include all potential remedial
      actions that the other Party could take, where possible, to avoid
      termination under clause 34.4.  The First Party may then, 10
      days after issuing the Regulatory Notice, issue a further notice (the
      “Regulatory Termination
      Notice”) providing the other Party a further 10 days (or such
      longer period nominated by the First Party acting reasonably). During this
      notice period, representatives of the Parties shall discuss the remedial
      action which could be taken, and where reasonably practicable, the First
      Party shall seek to arrange a meeting or conference telephone call with
      representatives of the Gaming Government Agency to enable the other Party
      to understand the reasons for the notification and the remedial action
      required. At the end of this notice period (totalling a minimum of 20
      days) and provided that the other Party has not rectified the issue to the
      satisfaction of the relevant Government Agency in question, then (at the
      First Party's option) this Agreement will terminate on the last day of the
      period set out in the Regulatory Termination Notice, unless otherwise
      notified by the First Party in writing to the other
  Party.

            


    

     


    
      
        
           

           

        

         


      

      
        Page
34

        
          

        

      

      
         


      

    


    


     

    Schedule
1 - Description of Sona Software

     

    


    
      	
              Sona
      Software Title

            
	
              Media
      Player including but not limited to the Sona Media Platform versions 2.0
      & 2.1

            
	
              DRF
      Mobile version 1.7.55

            
	
              mWagerTM
      - including Sona Wireless PlatformTM Enterprise Server
  v3.1

            
	
              online
      wagering

            
	
              Sona
      Gaming System - including the Wireless Gaming System and server based
      gaming systems including both wireless and wired

            
	
              Financial
      & Enterprise Software

            


    

     

    



    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    Schedule
2 - Description of eBet Products and eBet Software

     

    


    
      	
              eBet
      Gaming Systems

              EPS
      2.0, IGMI & PIM

              Assist
      suite of applications

            
	
              Sentinel
      –  Central Monitoring System

            
	
              Link
      progressive Jackpot System

            


    

     

    



    
      
        
           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    Schedule
3 - Sona Compliance Committee Plan

     

     

    SONA
MOBILE HOLDING, CORP.

    Effective
June, 2007

    
      

    

    


    


     

    COMPLIANCE
COMMITTEE PLAN 

     

     

    INTRODUCTION

     

    Sona
Mobile Holding, Corp. (the “Company”), has voluntarily established a Compliance
Committee (the “Committee”) to oversee procedures to enhance the likelihood that
no activities of the Company or any Affiliate would impugn the reputation and
integrity of the gaming industry in general and that of the specific
jurisdictions in which the Company or any Affiliate conducts Gaming
Activities.

    


    The
Committee will exercise its best efforts to identify and evaluate situations
arising in the course of the business of the Company or any Affiliate, which may
have a negative effect upon the objectives of gaming
control.  Generally speaking, a situation adversely affects the
objectives of gaming control if it has an adverse effect on the public faith in
the ability of any appropriate gaming regulatory system to ensure that licensed
gaming is conducted honestly and competitively and that gaming is free from
criminal and corruptive elements.  It is the strict policy of the
Company and its Affiliates to conduct their business with honesty and integrity,
and in accordance with high moral, legal and ethical standards.

    


    Accordingly,
the Compliance Committee Plan (the “Plan”) is hereby established which sets
forth the procedures that will be employed by the Committee in carrying out its
responsibilities. The Plan becomes effective August 1, 2006.

    


     

    DEFINITIONS

     

    
      	
              1.  

            	
              “Affiliate”
      means a Person who, directly or indirectly through one or more
      intermediaries, controls, is controlled by or is under common control
      with, a specified Person. This term does not include employees of the
      Company or unrelated Persons that are associated with the Company or its
      subsidiaries in a business venture.

            


    

    


    
      	
              2.  

            	
              “Board” means
      the Board of Directors of the
Company.

            


    

    


    
      	
              3.  

            	
              “Committee”
      means the Compliance Committee of the
Company.

            


    

    


    
      	
              4.  

            	
              “Commercial
      Transaction” means any (a) sale or other disposition of assets for
      other than cash, (b) purchase, (c) acquisition, (d) lease, (e) contract or
      (f) other written or oral agreement, entered into by the Company or any
      Affiliate with a Person other than the Company, any Affiliate or any
      Professional Advisor thereof, to further their gaming
      business.

            


    

    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            SONA
MOBILE HOLDING, CORP.

            Effective
June, 2007

          

        

      

    

     

    
      
        	
                5.  

              	
                “Company” means
      Sona Mobile Holding, Corp.

              


      

       

    

    
      	
              6.  

            	
              “Corporate
      Officer” shall mean either the President, Chief Executive Officer,
      Chief Operating Officer, Executive Vice President, Chief Financial
      Officer, Treasurer or Secretary.

            


    

    


    
      	
              7.  

            	
              “Compliance
      Policies” mean the internal control policies and procedures; due
      diligence procedures; foreign gaming reporting; background investigations
      and related reports which are reviewed by the Compliance Officer; internal
      memoranda and correspondence; and any other policies implemented by the
      Company or any Affiliate that are of a compliance
  nature.

            


    

    


    
      	
              8.  

            	
              “Consultant”
      means a Person engaged by the Company or any Affiliate to furnish advisory
      or other services, which services are reasonably expected to further the
      Gaming Activities and/or gaming business of the Company or any Affiliate
      for total compensation which exceeds $50,000 per
  year.

            


    

    


    
      	
              9.  

            	
              “Director” shall
      mean a member of the Company Board of
Directors.

            


    

    


    
      	
              10.  

            	
              “Compliance
      Officer” means the representative of the Company designated as
      responsible for monitoring Company Gaming Activities to ensure compliance
      with internal policies and procedures, and gaming regulatory
      requirements.

            


    

    


    
      	
              11.  

            	
              “Due Diligence
      Policy” shall mean the Company procedures including review of
      individual and business entity affidavits of compliance, release forms,
      licenses and/or registrations held and/or other verification procedures to
      determine suitability of an individual and/or business entity which
      procedures shall be effective concurrently with the effective date of this
      Compliance Plan.

            


    

    


    
      	
              12.  

            	
              “Executive
      Management” means any one or more of the Corporate Officers of the
      Company or any Affiliate who is elected or appointed as such by the
      members of its respective board of
directors.

            


    

    


    
      	
              13.  

            	
              “Foreign Gaming”
      means the conduct of dealing, operating, carrying on, conducting,
      maintaining or exposing for play one or more gambling games outside the
      state of Nevada and where payment is based on participation in gaming
      revenue by the Company or any
Affiliate.

            


    

    


    
      	
              14.  

            	
              “Formal
      Allegations” mean a notice received in writing from a regulatory
      body or other governmental agency alleging wrongdoing on the part of the
      Company or any of its Affiliates, which wrongdoing, if true, would
      materially adversely affect the objectives of gaming control or materially
      violates Compliance Policies.

            


    

    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            SONA
MOBILE HOLDING, CORP.

            Effective
June, 2007

          

        

      

    

     

    
      
        	
                15.  

              	
                “Formal Criminal
      Charges” mean criminal charges (other than for minor offenses) duly
      filed in a court of law.

              


      

       

    

    
      	
              16.  

            	
              “Gaming
      Activities” mean those activities governed by the gaming laws of
      any jurisdiction in which the Company or any of its Affiliates conducts
      business.

            


    

    


    
      	
              17.  

            	
              “Gaming Authority or
      Authorities” means one or more reputable regulatory authorities
      having jurisdiction over Gaming
Activities.

            


    

    


    
      	
              18.  

            	
              “Gaming Device”
      means any equipment, contrivance, component or machine used in connection
      with any slot or video gambling game, which affects the result of a wager
      by determining win or loss.

            


    

    


    
      	
              19.  

            	
              “Gaming
      Equipment” means any equipment or mechanical, electromechanical or
      electronic contrivance, component or machine used remotely or directly in
      connection with gaming, any game, race book or sports pool that would not
      otherwise be classified as a Gaming Device including that which the
      manufacture or distribution of is otherwise subject to regulatory control
      by the gaming laws of any jurisdiction in which the Company or any
      Affiliate conducts business.

            


    

    


    
      	
              20.  

            	
              “GCB” means the
      Nevada State Gaming Control Board.

            


    

    


    
      	
              21.  

            	
              “Institutional
      Investor” has the meaning ascribed to it under Nevada Gaming
      Commission Regulation 16.010(14), or under the provisions of any similar
      statute, regulation, rule or ordinance of any other applicable Gaming
      Authority.

            


    

    


    
      	
              22.  

            	
              “Key Employee”
      shall mean a Corporate Officer or
Director.

            


    

    


    
      	
              23.  

            	
              “Lobbyist” means
      any Person engaged by the Company or any Affiliate to perform lobbying
      activities on any of their behalf.

            


    

    


    
      	
              24.  

            	
              “Major
      Development” means a matter that substantially impacts the Company.
      Examples of a “Major Development” include any material change in equity
      ownership or control of the Company, any disciplinary actions brought by
      any government, agency, or Gaming Authority with respect to the Gaming
      Activities of the Company or any of its Affiliates or Key
      Employees.

            


    

    


    
      	
              25.  

            	
              “Material
      Litigation” has the meaning ascribed to it under Section III (f) of
      this Plan.

            


    

    


    
      	
              26.  

            	
              “Material
      Financings” has the meaning ascribed to it under Section III (g) of
      this Plan.

            


    

    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            SONA
MOBILE HOLDING, CORP.

            Effective
June, 2007

          

        

      

    

     

    
      
        	
                27.  

              	
                “Material
      Financings” has the meaning ascribed to it under Section III (g) of
      this Plan.

              


      

       

    

    
      	
              28.  

            	
              “Minutes” has
      the meaning ascribed to it under the Section titled Quorum and Meetings of
      the Committee on page 5 of this
Plan.

            


    

    


    
      	
              29.  

            	
              “Nevada Gaming
      Authorities” mean the Nevada State Gaming Control Board and/or the
      Nevada Gaming Commission.

            


    

    


    
      	
              30.  

            	
              “Person” means
      any association, corporation, firm, partnership, trust or other form of
      business association as well as a natural
  person.

            


    

    


    
      	
              31.  

            	
              “Plan” means
      this Compliance Committee Plan.

            


    

    


    
      	
              32.  

            	
              “Professional
      Advisor” means a Person, other than a Company employee or member of
      the Board, who is a licensed attorney, licensed accountant, law firm,
      financial institution chartered by the federal government or by any state,
      underwriter, investment banker, broker-dealer or investment adviser
      regulated by any state or federal regulatory authorities, licensed real
      estate agent or broker, or outside licensed investigators retained by the
      Company for the purpose of complying with this
  Plan.

            


    

    


    
      	
              33.  

            	
              “SEC” means the
      United States Securities and Exchange
  Commission.

            


    

    


    
      	
              34.  

            	
              “System” means
      the Company’s Internal Reporting System for information collection,
      assessment and reporting which system is comprised of the elements
      described in Section II of this
Plan.

            


    

    


    
      	
              35.  

            	
              “Unsuitable
      Person” means a Person who has been denied licensing, a finding of
      suitability, qualification or other similar approval by a Gaming
      Authority, or a Person who has been determined to be unsuitable to be
      associated with a gaming enterprise either by a Gaming Authority or
      through independent investigation by the Company and whose unsuitability
      has been reported to the Company.

            


    

    


    
      	
              36.  

            	
              “Unsuitable
      Situation” means an event, circumstance or activity that adversely
      affects the objectives of gaming control by actually diminishing the
      public faith in the ability of the Gaming Authorities to protect the
      public interest, including without limitation a violation of this
      Plan.

            


    

     

    COMPOSITION
OF THE COMMITTEE

     

    The
Committee shall have at least three members, who shall be appointed by and serve
at the pleasure of the Board.  At least one member shall be
independent and may include an

    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            SONA
MOBILE HOLDING, CORP.

            Effective
June, 2007

          

        

      

    

    


    independent
member of the Board who is knowledgeable of the Nevada gaming regulatory process
and the provisions of the Nevada Gaming Control Act and the regulations of the
Nevada Gaming Commission.  The Company shall appoint and maintain a
Compliance Officer and the Compliance Officer will report to the
Committee.  The Compliance Officer will also serve as the liaison
between the Committee and the Gaming Authorities and shall have direct access to
the Board for reporting any activities he/she believes are not satisfactorily
addressed through the Committee.  As may be required by any relevant
Gaming Authority, approval and/or notification of the identities of the members
of the Committee, as well as any changes thereto, shall be timely obtained or
made.  Any appointment or resignation of a member of the Committee or
the Compliance Officer (a) shall be reflected in the Minutes of the Committee,
and (b) shall be reported in writing to the GCB within ten (10) days of such
event.

    


     

    QUORUM
AND MEETINGS OF THE COMMITTEE

     

    Quorum.  The
presence of a majority of the membership of the Committee shall constitute a
quorum for the purpose of conducting its business.  Any meeting may be
conducted in person, by telephonic or audio/visual communication, or by
unanimous written consent.  All actions by the Committee require a
majority vote of the Committee.  Action by the Committee may also be
taken by unanimous written consent.

    


    Minutes.  Subsequent
to Committee meetings, non-ratified copies of the Minutes, including all
associated documents, exhibits, and reports reviewed by the Compliance Committee
members at said meetings, shall be provided to the Nevada Gaming
Authorities.  Once ratified, copies of the ratified Minutes of the
Committee meetings including all documents, exhibits and reports reviewed by the
Compliance Committee members at the meetings shall be forwarded, with any
changes respectively cited, within ten (10) days after ratification by the
Committee (such ratification shall take place at the next meeting of the
Committee) to the Nevada Gaming Authorities.  The Minutes shall
identify all matters considered by the Committee, shall contain summaries of the
Compliance Officer on the matters set forth in this Plan, and shall otherwise
contain the amount of detail sufficient and appropriate to demonstrate a
well-reasoned decision by the members of the Committee.  In those
matters in which the Committee takes no action, the Minutes shall reflect the
reason(s) why no action was deemed appropriate.

    


    Quarterly
Meetings.  The Committee shall meet at least quarterly to
review reports, investigations or otherwise put together by the Compliance
Officer.  As required by the circumstances, any member may call a
special meeting of the Committee.  As required by the circumstances,
the Compliance Officer is authorized to issue a preliminary report to the
Committee regarding the proposed transaction or direct such other action as may
be warranted in the circumstances, subject to the later action of the
Committee.

    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            SONA
MOBILE HOLDING, CORP.

            Effective
June, 2007

          

        

      

    

    


    RESPONSIBILITIES
OF THE COMMITTEE

     

    
      	
              I.  

            	
              General. The
      Compliance Committee is intended to serve as an oversight committee with
      the responsibility to assist the Board and Executive Management of the
      Company. The oversight function of the Committee, without limiting any of
      the authority of the Committee contained herein, is not intended to usurp
      the decision-making authority of the Board or Executive Management of the
      Company. It is understood that the authority for management of the affairs
      of the Company is vested in the Board. The Committee
      shall review information brought to the Committee’s attention or uncovered
      by the Committee concerning activities that might constitute Unsuitable
      Situations, or violate Compliance Policies.  The Committee, in
      exercising its responsibilities, will coordinate its activities with other
      individuals or committees involved in the Company’s general Compliance
      Policies, including the control of Gaming
  Activities.

            


    

    


    
      	
              II.  

            	
              Internal Reporting
      System.  The Committee has established the following
      Internal Reporting System (the
“System”):

            


    

    


    The
Committee shall utilize the resources of the Company, its Affiliates or
appropriate outside resources to fulfill their responsibilities of supervision
of the System.  Such supervision may include investigation of any
question, matter, association or issue arising or appearing to arise within the
purview of the System including, but not limited to, personal oversight,
examination or inquiry.  The success of the System depends upon the
coordination of both corporate and property functions such as: finance, legal,
engineering, operations, and other staff with respect to proposed or pending
matters relating to new transactions, associations, or other matters that may
constitute Major Developments or Unsuitable Situations or which involve
Unsuitable Persons.

    


    Ultimate
responsibility for the review of information rests with the
Committee.  Prior to the Committee’s quarterly meetings, the
Compliance Officer shall submit to each member of the Committee a report
summarizing any exceptions or problems discovered or resulting from
investigations conducted and recommendations for action made in the preceding
quarter.

    


    Generally,
an independent, in-depth investigation will not be required in instances where
the transaction or the other party is regulated by a governmental agency, such
as a publicly held company regulated by the SEC, a financial institution
regulated by federal or state banking authorities, or a company or individual
regulated or licensed by an appropriate Gaming Authority.

    


    However,
notwithstanding the aforementioned, a limited background check will be conducted
to verify transactions or ensure good standing in instances where the
transaction or the other party is regulated by a governmental agency, such as
a

    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            SONA
MOBILE HOLDING, CORP.

            Effective
June, 2007

          

        

      

    

    


    publicly
held company regulated by the SEC, a financial institution regulated by federal
or state banking authorities, or a company or individual regulated or licensed
by an appropriate Gaming Authority.

    


    
      	
              III.  

            	
              Compliance Officer
      Reports.  Reports by the Compliance Officer to the
      Committee shall cover the following matters relating to the Company, its
      Affiliates and their operations:

            


    

    


    
      	
              a.  

            	
              Purchases, Sales and
      Leases of Gaming Equipment.  The Company and its
      Affiliates shall maintain adequate and reasonable records by geographical
      area, customer, or distributor of all purchases, sales or leases of Gaming
      Equipment.  Such records shall encompass a list of information
      to obtain for sales or leases of Gaming Equipment to include the name and
      address of the purchaser; a complete description of the equipment in
      question; the jurisdiction to which the equipment will be shipped; and the
      identity of any finder or broker.  The Company will follow its
      Due Diligence Policy to verify that it is legal to ship to such
      jurisdictions; and verify that the purchaser holds a valid license, if
      applicable.

            


    

    


    
      	
              b.  

            	
              Except
      as provided by law, i.e. notice of shipment reporting requirements, it
      will not be necessary to file reports on sales of Gaming Equipment to
      customers located in a state, commonwealth, possession of the United
      States, or other jurisdiction where operation and/or possession of such
      equipment is lawful.

            


    

    


    
      	
              c.  

            	
              A
      current listing of jurisdictions permitting importation of the Company’s
      Gaming Equipment shall be maintained by the Compliance Officer and other
      Company departments as necessary.  Shipment of Gaming Equipment
      into any other jurisdictions is prohibited until expressly approved by the
      Compliance Officer.  Questions as to whether a given
      jurisdiction permits importation of Gaming Equipment are to be referred to
      the Compliance Officer.

            


    

    


    
      	
              d.  

            	
              Pursuant
      to the Company’s Due Diligence Policy, the Compliance Officer shall
      determine that all sales, purchases and leases of Gaming Equipment are
      with distributors and vendors approved or licensed by the appropriate
      Gaming Authority, if such approval or licensure is
      required.  The Committee may make other determinations of
      suitability, as it deems
appropriate.

            


    

    


    
      	
              e.  

            	
              All
      agreements with Distributors shall include a provision that requires the
      Distributor to abide by all applicable local, state and federal laws, and
      that the Company shall have the right to promptly terminate any agreement
      with a Distributor if the Distributor takes any action or fails to take
      any action that jeopardizes any of the Company’s gaming licenses,
      approvals or permits, or in the event that Company’s relationship with the
      Distributor in any way jeopardizes or puts at risk any of the Company’s
      gaming licenses, approvals or
permits.

            


    

    


    
      
        
          
          

           


        

        
           


          
            

          

        

        
           


          
            SONA
MOBILE HOLDING, CORP.

            Effective
June, 2007

          

        

      

    

    


    
      	
               

            	 


    

    
      	
              f.  

            	
              Material
      Litigation.  The Compliance Officer shall prepare a
      report on all pending lawsuits in which the Company and/or any Affiliate
      are a party or of which any of their property is the subject of the
      litigation, and which is material and/or seeks or claims a recovery in
      excess of $200,000.00, excluding any and all personal injury or workers’
      compensation lawsuits regardless of the amount involved.  The
      Compliance Officer’s report shall include as to each such lawsuit, the
      names of the parties thereto, the date instituted, the court or agency in
      which the proceedings are pending, and a brief description of the factual
      basis alleged to underlie the proceedings and the relief
      sought.

            


    

    


    
      	
              g.
       

            	
              Material
      Financings.  The Compliance Officer shall prepare a
      report regarding any loan or other similar extension of credit to be
      received from a financial institution (such as a bank) or other creditor,
      which exceeds the sum of $500,000.00, including whether or not such
      financing involves an Unsuitable Person or an entity he/she has reason to
      believe would be regarded as an Unsuitable
  Person.

            


    

    


    
      	
              h.  

            	
              The
      reports shall include the following information with respect to the other
      party to the Material Financing to the extent such information is known or
      discoverable by the Compliance
Officer:

            


    

    


    
      	
              §  

            	
              Name
      and address;

            


    

    
      	
              §  

            	
              Legal
      form, such as corporation, partnership or joint
  venture;

            


    

    
      	
              §  

            	
              Nature
      of business conducted;

            


    

    
      	
              §  

            	
              Geographical
      area where business is conducted;

            


    

    
      	
              §  

            	
              Name
      of each federal and state governmental regulatory agency with jurisdiction
      over the financial institution and its business, including a description
      of each federal and state governmental license, approval and/or
      authorization necessary to conduct its business and its
      status;

            


    

    
      	
              §  

            	
              Brief
      statement as to the Company’s or its Affiliate’s reasons for the proposed
      Material Financing;

            


    

    
      	
              §  

            	
              Identification
      of any Person such as a broker or finder who is to receive any form of
      compensation for arranging or negotiating the Material Financing,
      including a description of the arrangements for and amount of such
      compensation; and

            


    

    
      	
              §  

            	
              An
      appropriate background check of the above-named Persons shall be conducted
      with respect to all such Material
Financings.

            


    

    


    


    
      	
              i.  

            	
              Material
      Transactions.  The Compliance Officer shall include in
      his/her report to the Committee, a report on any Commercial
      Transaction (including as to whether or not such transaction involves an
      Unsuitable Person or an entity he/she
has

            


    

    


    
      
        
          
          

           


        

        
           


          
            

          

        

        
           


          
            SONA
MOBILE HOLDING, CORP.

            Effective
June, 2007

          

        

      

    

    


    
      	
                

            	
              reason
      to believe would be regarded as an Unsuitable Person), which: (a) exceeds
      the sum of $500,000.00, or (b) would result in a strategic alliance, joint
      venture, partnership or similar relationship between the Company or any
      Affiliate and a Person (other than the Company, any Affiliate or any
      Professional Advisor thereof), and which is formed for the purpose of
      Gaming Activities, and (c) involves a continuing relationship with the
      Person.

            


    

    


    
      	
              j.  

            	
              The
      reports shall include the following information with respect to the other
      party to such Material Transaction to the extent such information is known
      or discoverable by the Compliance
Officer:

            


    

    
      	
              §  

            	
              Name
      and address;

            


    

    
      	
              §  

            	
              Legal
      form, such as corporation, partnership or joint
  venture;

            


    

    
      	
              §  

            	
              Nature
      of business conducted;

            


    

    
      	
              §  

            	
              Geographical
      area where business is conducted;

            


    

    
      	
              §  

            	
              Names
      and addresses of all Directors, principal officers and shareholders
      holding more than five (5%) percent interest, or general partners and
      limited partners holding more than ten (10%) percent
    interest;

            


    

    
      	
              §  

            	
              Known
      general background and reputation of each controlling
    Person;

            


    

    
      	
              §  

            	
              Known
      financial background of each controlling
Person;

            


    

    
      	
              §  

            	
              Known
      judgments or liens entered, if any;

            


    

    
      	
              §  

            	
              Known
      Bankruptcy information, if any;

            


    

    
      	
              §  

            	
              Examination
      of recent financial statements and regulatory filings (e.g., SEC
      filings);

            


    

    
      	
              §  

            	
              Description
      of all known material litigation to which the Person is a
      party;

            


    

    
      	
              §  

            	
              Brief
      statement as to the Company’s or its Affiliate’s reasons for the proposed
      Material Transaction;

            


    

    
      	
              §  

            	
              Specific
      laws under which the business operation is permitted, if relevant;
      and

            


    

    
      	
              §  

            	
              Identification
      of any Person such as a broker or finder who is to receive any form of
      compensation for suggesting, proposing or arranging the Material
      Transaction, including a description of the arrangement for such
      compensation.

            


    

    


    
      	
              k.  

            	
              An
      appropriate background check on the entity and the above-named individuals
      shall be conducted with respect to all such Material
      Transactions.  Additionally, a limited background check will be
      conducted to verify transactions or ensure good standing in instances
      where the transaction or the other party is regulated by a governmental
      agency, such as a publicly held company regulated by the SEC, a financial
      institution regulated by federal or state banking authorities, or a
      company or individual regulated or licensed by an appropriate Gaming
      Authority.

            


    

    


    
      	
              l.  

            	
              Loans.  The
      Compliance Officer shall prepare a quarterly report in writing for
      submission to the Committee concerning any loans, guarantees or
      indemnities in

            


    

    


    
      
        
          
          

           


        

        
           


          
            

          

        

        
           


          
            SONA
MOBILE HOLDING, CORP.

            Effective
June, 2007

          

        

      

    

    


    
      	
                

            	
              excess
      of $150,000 made by the Company or any of its Affiliates to a Person,
      other than to or for the benefit of any of its Affiliates.  Such
      report shall contain the following
information:

            


    

    


    
      	
              §  

            	
              The
      name and address of any borrower, indemnities or Person receiving a
      guarantee from the Company or any of its
  Affiliates;

            


    

    
      	
              §  

            	
              A
      complete, reasonably-detailed description of the transaction;
      and

            


    

    
      	
              §  

            	
              Identification
      of any Persons involved in the transaction, including any brokers or
      finders.

            


    

    


    Note: If
any such loan, guarantee or indemnity qualifies as or is related to a Material
Financing or Material Transaction, it shall be reviewed pursuant to the sections
of the Plan concerning Material Financings or Material Transactions,
respectively.

    


    
      	
              m.  

            	
              Partnerships and Joint
      Ventures.  The Company and its Affiliates shall cause to
      be conducted an appropriate background investigation, pursuant to the
      Company’s Due Diligence Policy, of the owners of
      interests in partnerships or joint ventures in which the Company or any
      Affiliate is a partner.  The Committee shall receive and review
      all reports concerning the suitability of such owners.  The
      Committee shall also cause further reviews to be conducted in all
      situations where in its judgment, adequate background information was not
      provided.  A background check will not be required, however, in
      instances where the transaction or the other party is regulated by a
      governmental agency, such as a publicly held company regulated by the SEC,
      a financial institution regulated by federal or state banking authorities,
      or a company or individual regulated or licensed by an appropriate Gaming
      Authority (other than to determine the other party's standing with such
      governmental agency or Gaming Authority), unless such a background check
      is otherwise warranted or reliance on such governmental regulation alone
      does not appear to the Compliance Officer to be a sufficient basis upon
      which to reach a conclusion as to
suitability.

            


    

    


    
      	
              n.  

            	
              Transactions or
      Agreements with Suppliers of Goods and Services.  The
      Committee recognizes that a negative situation could arise if the Company
      or any Affiliate were to conduct business with Unsuitable Persons on an
      ongoing basis.  The Committee further recognizes that it is in
      the best interest of the Company and its Affiliates that such business
      relationships be discontinued.  Therefore, at such time as the
      Compliance Officer becomes aware of the identity of an Unsuitable Person
      through the sources of information provided for by the System, the
      Compliance Officer shall direct that reviews be undertaken to determine
      whether the Company or any Affiliate is receiving goods or services from
      such an Unsuitable Person.  The review shall include an
      examination of appropriate records of the Company and its Affiliates for
      evidence of a business relationship with the particular Unsuitable
      Person.

            


    

    


    
      
        
          
          

           


        

        
           


          
            

          

        

        
           


          
            SONA
MOBILE HOLDING, CORP.

            Effective
June, 2007

          

        

      

    

    


    
      	
               

            	 


    

    
      	
              o.  

            	
              The
      Compliance Officer shall ensure that adequate procedures exist with
      respect to arrangements with suppliers of goods and services in order to
      determine the suitability of such suppliers to the Company or any
      Affiliate involving annual aggregate purchases in excess of
      $500,000.  Additionally, a limited background check will be
      conducted to verify transactions or ensure good standing in instances
      where the transaction or the other party is regulated by a governmental
      agency, such as a publicly held company regulated by the SEC, a financial
      institution regulated by federal or state banking authorities, or a
      company or individual regulated or licensed by an appropriate Gaming
      Authority.

            


    

    


    
      	
              p.  

            	
              Notwithstanding
      the foregoing and irrespective of the amount of annual aggregate purchases
      from any Person by the Company or any Affiliate, upon the Compliance
      Officer becoming aware through any source of information that the Company
      or any Affiliate is doing business with a Person who is or may be
      unsuitable, the Compliance Officer shall direct an investigation of that
      Person’s suitability.  The results of such investigations shall
      be reported to the Committee for appropriate
  action.

            


    

    


    
      	
              q.  

            	
              Corporate Officers,
      Directors, Consultants and Lobbyists.  The Company and
      its Affiliates shall exercise care to ensure that all prospective
      Directors and Corporate Officers (“Key Employees”) of the Company and
      its Affiliates, as well as their Consultants and Lobbyists, will be
      suitable.  If any individual employee is promoted into a Key
      Employee position or if a
      contract with a Consultant or Lobbyist is renewed after the effective date
      of the Compliance Plan, the procedures provided in this section must be
      followed.

            


    

    


    
      	
              r.  

            	
              The
      backgrounds of Corporate Officers and
      Directors shall be investigated and reviewed by the Compliance Officer
      pursuant to the Company’s Due Diligence Policy and any derogatory
      information shall be submitted to the Committee.  A report of
      suitability will be made by the Compliance Officer and provided to the
      Committee and Executive Management of the Company.  The role of
      the Compliance Officer is to investigate, review and disclose or report
      the suitability of the Corporate Officers or Directors to Executive
      Management.  Executive Management shall be responsible to make
      the hiring decision of all Corporate Officers and Directors, taking into
      consideration the findings of the Compliance Officer.  The
      Compliance Officer shall provide quarterly reports of suitability of
      prospective Corporate Officers
      and Directors if any to the Committee at each
  meeting.

            


    

    


    
      	
              s.  

            	
              With
      respect to Consultants and Lobbyists, in lieu of an investigation the
      Committee may accept the following as evidence of good reputation, unless
      such reliance is unwarranted: (i) the licensing, finding of suitability,
      qualification or

            


    

    


    
      
        
          
          

           


        

        
           


          
            

          

        

        
           


          
            SONA
MOBILE HOLDING, CORP.

            Effective
June, 2007

          

        

      

    

    


    
      	
                

            	
              approval
      of such Persons by any Gaming Authority or by any other governmental or
      professional licensing authority; (ii) favorable information generally
      available to the Company from the business or professional community; or
      (iii) information derived from prior relationships or dealings with the
      Company or its Affiliates.  The intent of the Plan is that this
      section is to primarily focus on Persons who are involved in advancing the
      Gaming Activities or gaming interests of the Company or any of its
      Affiliates.

            


    

    


    
      	
              t.  

            	
              Professional
      Advisors.  If the Committee becomes aware of derogatory
      information in regards to a Professional Advisor and if said derogatory
      information renders the Committee unable to rely on the Professional
      Advisor’s good reputation, a further review and investigation shall be
      conducted to either corroborate or disprove this
      information.  The Committee will then review the results of said
      investigation and determine whether any further action is required. At a
      minimum, the Committee shall be required to query each Professional
      Advisor’s respective professional licensing board. The intent of the Plan
      is that this section primarily focuses on Persons who are involved in
      advancing the Gaming Activities or gaming interests of the Company or any
      of its Affiliates.

            


    

    


    
      	
              u.  

            	
              Compliance
      Policies.  The Compliance Officer shall prepare a report
      for the Committee relating to any relevant information coming to his/her
      attention that, in his/her best judgment, warrants review by the Committee
      and has arisen from the normal workings of the Compliance Policies of the
      Company.

            


    

    


    
      	
              IV.  

            	
              Review List of Annual
      Shareholders.  The Compliance Officer shall at least
      annually, or more often as such lists are prepared, review a list of the
      Company’s shareholders to identify Persons holding in excess of five
      percent (5%) of the Company’s outstanding shares of voting securities, and
      report to the Committee on the results of such
  review.

            


    

    


    
      	
              V.  

            	
              Reports of Acts of
      Wrongdoing to the Board.  The Committee shall obtain and
      report to the Board information concerning any prosecution or
      administrative action taken against any Corporate Officer or Director of
      the Company or any Affiliate that may involve the following
      circumstances:

            


    

    


    
      	
              §  

            	
              Any
      criminal action involving (i) a felony; (ii) any material crime against
      the Company or any Affiliate involving embezzlement or larceny; or (iii)
      violation of any law relating to gambling;
and

            


    

    
      	
              §  

            	
              Any
      material administrative action by a Gaming Authority relating to a gaming
      license or gaming approval held by the Company or any
      Affiliate.

            


    

    


    The
Committee or upon its failure to do so, the Compliance Officer, shall report to the Board
any act of wrongdoing by any employee of the Company or any Affiliate if the
Compliance Officer believes such matter should be reviewed by the
Board.

    


    
      
        
          
          

           


        

        
           


          
            

          

        

        
           


          
            SONA
MOBILE HOLDING, CORP.

            Effective
June, 2007

          

        

      

    

    


    


    A copy of
all reports regarding Acts of Wrongdoing as described in this section will be
provided to the Chairman of the GCB.

     

    ACCESS
TO INFORMATION

     

    General
Procedure.  In order to ensure that the information contained
in the Committee’s reports to the Gaming Authorities, if any, is full, complete
and accurate, the Committee shall cause the following steps to be taken by the
Company, its Affiliates and their representatives, and shall review compliance
therewith on a quarterly basis:

    


    Unsuitable
Persons.  The Compliance Officer is designated to receive
notices from all Gaming Authorities with respect to business associations of the
Company and its Affiliates or transactions with Unsuitable
Persons.  Upon receipt of said notice, the Compliance Officer shall
immediately advise the Committee and provide recommendations with respect to
such action as may, in her judgment, be necessary or appropriate.

    


    Formal Criminal Charges or
Allegations.  The Compliance Officer shall cause to be
distributed on a quarterly basis to the Committee a report concerning Formal
Criminal Charges or Allegations, if any, lodged against the Company, any
Affiliate, or any Director or Corporate Officer.  A copy of any
notification of a Formal Criminal Charge or Allegation is to be immediately
forwarded by the Compliance Officer to the Chairman of the GCB.

    


    Confidentiality of Reports
and Documents:  All reports, notices and other documents
prepared, compiled or otherwise maintained in connection with the Plan shall be
privileged and confidential in accordance with the provisions of Nev. Rev. Stat.
§§ 463.120 and 463.3407. Investigative files developed in accordance with any
provision or requirement of the Plan will be maintained in the office of the
Compliance Officer on a confidential basis.  A log of all
investigations completed and/or pending shall be maintained in the Compliance
Department and shall be available for review by representatives of the
GCB.  Such report, notices, documents, and files will be available for
inspection, review, examination, and duplication by the members of the
Committee, and representatives of the Gaming Authorities. The Company and its
Affiliates shall retain such reports, notices, documents and files for a period
of ten (10) years after they are made, after which time they may be
destroyed.


    
      


      
        
          
            
            

             


          

          
             


            
              

            

          

          
             


            
              SONA
MOBILE HOLDING, CORP.

              Effective
June, 2007

            

          

        

      

      


      COOPERATION WITH GAMING
AUTHORITIES

       

      
        Annual Meeting With Gaming
Authorities:  Each calendar year the Compliance Officer shall
request in writing to the Chairman of the GCB whether or not a meeting is
required to review the Company’s Plan, Compliance Policies and the activities of
the Committee during the preceding 12 months, which meeting may be waived by the Chairman of the
GCB.

         

      

      Annual Report to Nevada
Board Chairman:  Each calendar year the Compliance Officer
shall prepare and submit on the Committee’s behalf to the Chairman of the GCB, a
short, written executive summary of the achievements, activities and assessments
of the Committee over the preceding 12 months.

      


      Compliance Assignments From
Gaming Authorities:  The Chairman, executive director, chief
administrative officer or designee of a Gaming Authority may request the
Compliance Officer to review, study or investigate particular transactions,
relationships, incidents or subject matters relating to the Company’s Plan or
System.  The Compliance Officer, as appropriate, shall prepare a
written report to the Committee regarding any review, study or investigation and
any conclusions or results of an assignment undertaken and the Compliance
Officer, on behalf of the Committee, will submit such report to the requesting
Gaming Authority within a reasonable time of the date of
completion.

      


      Cooperation With Gaming
Authorities:  The Compliance Officer shall ensure that
appropriate Persons within the Company and its Affiliates are aware of and
comply with the Company's policies concerning compliance with requests by Gaming
Authorities for access to the books, documents, records and papers relating to
the business activities of the Company and its Affiliates.

      


      Documents and Information to
be furnished to Gaming Authorities:  Upon request made by a
Gaming Authority, the Compliance Officer shall file or cause to be filed with
such Gaming Authority copies of documents, reports or other information
requested by such Gaming Authority, including without limitation documents filed
by the Company with the SEC, any stock exchange, securities commission or any
other federal, state, local or foreign government office with respect to the
Company or its Affiliates.

      


       

      AMENDMENTS
OF PLAN

       

      This Plan may not be modified, altered
or deviated from without the prior administrative approval of the Chairman of
the GCB or his designee.

      


       

      INDEMNIFICATION

       

      
              
The Company shall indemnify and hold harmless all Committee members to the
fullest extent possible by law and the Bylaws of the Company.

        




      
        
          
             

             

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      Schedule
4 - eBet Companies’ Compliance Committee Plan

       

      
        


        


         

        EBET
LIMITED


        ABN 59
056  210 774

        Unit
13,  112-118 Talavera Road,

        NORTH
RYDE    NSW    2113  Australia

        Ph:  +
61 2 8817 4700

        Fax:   +
61 2 8817 4770

        www.ebetonline.com

        


        


        


        


        


        EBET
LIMITED -  COMPLIANCE PLAN

        


        


        Regulatory Status of
Company

        


        The
Company is licensed by various Gaming Authorities as a gaming equipment
manufacturer and supplier.

        


        Regulatory Statement of the
Company

        


        Ebet
Limited adopts this Compliance Plan in order to establish self regulatory
procedures to promote compliance with all laws.  Particularly those
laws relating to its conduct within the licensed gaming industry.  The
Company’s aim is to the fullest extent practicable, to prevent any situation
that would pose a threat to its reputation and integrity.

        


        Adoption of the Compliance
Plan

        


        The
Company hereby adopts the Compliance Plan and establishes a committee sponsored
by the Board of Directors to identify and evaluate potential Unsuitable
Situations arising in the course of the Company’s business.  This
Compliance Plan delineates the procedures that will be employed by the Company
in selecting and appointing a Compliance Committee, as well as the procedures
that govern the duties and responsibilities of the Compliance
Committee.

        


        Amendments to the Compliance
Plan

        


        The
Compliance Plan may be amended or modified at the direction of the Compliance
Committee or by the direction of Gaming Authorities.  The Company
shall promptly notify all Gaming Authorities who have received the Compliance
Plan, of any proposed amendments or modifications.

        


        


        


        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Composition of the Compliance
Committee

        


        The
Compliance Committee shall be comprised of at least four members.  The
membership of the Compliance Committee shall include the Managing Director of
the Company or his designee.  The members of the Compliance Committee
should be individuals who, by virtue of their familiarity with law enforcement,
regulated businesses, the business activities of the Company or gaming control,
are sensitive to the concerns of the Gaming Authorities and are capable of
determining the existence or likelihood of an Unsuitable Situation.

        


        Appointment and Approval of
Compliance Committee

        


        The
members of the Compliance Committee shall be appointed by and shall serve at the
will and pleasure of the Company’s Board of Directors subject to any required
approvals of Gaming Authorities.  Notice of appointments of the
Compliance Committee shall be provided to the Regulatory Agencies where the
company is licensed within 14 days of such event.

        


        Resignation of Compliance Committee
Member

        


         An
individual may resign his or her position as a member of the Compliance
Committee by providing to the Company written notice of any
resignation.  The Company shall supply such resignation notice to the
Gaming Authorities in jurisdictions where the company is licensed, within
fourteen days of such event.

        


        Corporate Records

        


        All
appointments to or resignations from the Compliance Committee shall be reported
in the minutes of the Compliance Committee.

        


        The
Compliance and Regulatory Manager

        


        The
Managing Director shall appoint a Compliance and Regulatory Manager who will be
a member of the Compliance Committee.  The Compliance and Regulatory
Manager shall also:

        


        


        
          	
                   
      

                	
                  • Be
      familiar with current gaming regulatory
  requirements;

                


        

         

        
          	
                   
      

                	
                  • Be
      responsible for overseeing implementation of the Company’s compliance
      programs;

                


        

         

        
          	
                   
      

                	
                  • Interact
      with the Company’s management in order to determine situations requiring
      reporting and review by the Compliance
  Committee;

                


        

         

        
          	
                   
      

                	
                  • Conduct
      such investigations as may be necessary or coordinate the assignment of
      such investigations with investigative agencies or services utilised by
      the Compliance Committee;

                


        

        


        



        
          
             


          

          
             


            
              

            

          

          
             


          

        

         

        
          	
                   
      

                	
                  • Prepare
      or cause to be prepared and maintain the records of the Compliance
      Committee;

                


        

         

        
          	
                   
      

                	
                  • Perform
      such other duties as may be assigned by the Managing Director or by the
      Compliance Committee.

                


        

        


        


        The
Company shall notify all Gaming Authorities in jurisdictions where it is
licensed of the appointment or resignation of the Compliance and Regulatory
Manager within fourteen days of such event.

        


        Quorum  and Meeting
Procedures

        


        The
presence of a majority of the membership of the Compliance Committee shall
constitute a quorum for the purpose of conducting business.  Meetings
may be conducted by means of a telephonic or electronic
conference.  All actions by the Compliance Committee require a
majority vote of the members present.

        


        Schedule of Committee
Meetings

        


        The
Compliance Committee shall meet quarterly to review the information it has
gathered through reports, investigations, or otherwise.  In an urgent
situation, a special meeting of the Compliance Committee may be called by any
such member.    In an emergency, the Managing Director is
authorised to issue preliminary approval of a proposed transaction or event, or
direct such other action as may be warranted in the circumstances, subject to
subsequent review of the Compliance Committee.

        


        Compliance Committee
Minutes

        


        The
Compliance and Regulatory Manager shall prepare and maintain minutes recording
the business considered and decisions rendered by the Compliance Committee at
each meeting.  Reports of actions taken by the Compliance Committee
shall contain detail sufficient to support a well reasoned decision by the
Committee.  If no action is taken on an item considered by The
Compliance Committee, the minutes shall reflect the reason(s) why no action is
taken.

        


        Copies of
the minutes of all meetings, along with copies of reports, exhibits, and
documents relating to items considered by the Compliance Committee shall be
provided to Gaming Authorities if requested, after the minutes have been
approved by the Compliance Committee.  The provision of such reports,
exhibits, and documents to any Gaming Authority pursuant to this Compliance Plan
shall be done on a confidential basis and shall not constitute a waiver by the
Compliance Committee of any privilege attendant thereto including, but not
limited to, the attorney-client privilege.

        


        


        


        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Summary of Compliance
Functions

        


        Information
brought to the Compliance Committee’s attention or discovered by the Compliance
Committee concerning activities that might constitute an Unsuitable Situation or
violations of the Company’s compliance policies shall be investigated, and the
Compliance Committee shall formulate a recommendation to management regarding a
course of action regarding the specific event, transaction, circumstance or
situation.

        


        In
addition to its responsibility to deal with the Company’s management with regard
to such matters, the Compliance Committee does not, however, have authority to
make or override company policies, procedures, or management
decisions.

        


        Risk and Compliance Manager
Database

        


        The
Company hereby establishes its Internal Reporting System as part of this Gaming
Compliance and Reporting Plan.  The Compliance and Regulatory Manager
shall be responsible and report to the Compliance Committee relative to the
administration of the database.

        


        The
Compliance and Regulatory Manager will utilise the resources of the Company or
appropriate outside professionals or contractors to provide such services as may
be necessary to implement and administer Risk Manager.

        


        The
success of the Risk and Compliance Manager database depends on coordination with
the corporate planning, development, acquisition, human resource, procurement,
finance, legal, audit, sales, and other staff functions within the Company with
respect to proposed or pending matters related to new transactions,
associations, or other matters that may give rise to compliance review
issues.

        


        Accordingly,
the various departments and subsidiaries of the company shall cooperate with the
Compliance and Regulatory Manager to identify and aid in the investigation of
such matters that my constitute compliance review issues and to aid in the
attainment of the objectives of the internal reporting system and the Compliance
Plan.

        


        Review and Assessment of Reported
Information

        


        The
Compliance Committee is responsible for the review and assessment of information
developed through the Risk and Compliance Manager database.

        


        Reporting Details

        


        Reports
of the Compliance Committee and the minutes of the meetings of the Compliance
Committee shall contain such information as may be reasonably obtained and
appropriate to permit a well-reasoned decision by the


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Compliance
Committee members on each subject considered by the Compliance
Committee.

        


         These
minutes and reports shall be stored in a secure section of the Risk and
Compliance Manager database, accessible only to persons with approval to view
such confidential material.  The authority of persons to gain access
to Compliance Committee material shall be approved by that
Committee.

        


        Independent
investigations of parties to a transaction is not required in instances where
such other party is regulated by a governmental agency, such as a company
regulator e.g. ASIC or SEC, or a Gaming Authority where that party has been the
subject of a probity investigation.

        


        Areas of Review

        


        The
following matters relating to the Company shall be reviewed by the Compliance
Committee:

        


        Sales or other dispositions of Gaming
Devices

        


        The
Compliance and Regulatory Manager shall cause to be maintained records regarding
all sales, leases, or other dispositions of gaming equipment by the Company to
persons other than licensed distributors of gaming devices.  The
records so maintained must contain the following information:

        


        


        
          	
                   
      

                	
                  •

                	
                  Name
      and Address of purchaser/lessor;

                


        

         

        
          
            	
                     
      

                  	
                    •

                  	
                    Description
      of machines, including serial
numbers;

                  


          

           

          
            
              	
                       
      

                    	
                      •

                    	
                            
                        The
      jurisdiction into which machines are to be
      shipped;

                      

                    


            

             

          

        

        
          
            	
                     
      

                  	
                    •

                  	
                          
                            
                        Identification
      of any broker or finder involved and compensation arrangements with such
      broker or
finder.

                      

                    

                  


          

           

        

         

        Any
questions of suitability with respect to the purchaser other than licensed
distributor of gaming devices shall be determined by the Compliance and
Regulatory Manager and reviewed by the Committee.

        


        Material
Transactions

        


        The
Compliance Committee shall review all Material Transactions.  The
reports regarding such transactions should include the following information
with respect to the other party to the transaction if such information is
reasonably available:

        


        


        
          	
                   
      

                	
                  •

                	
                  Name
      and address;

                


        

        


        
          
            	
                     
      

                  	
                    •

                  	
                    Legal
      form, such as corporation, partnership, or joint
  venture;

                  


          

           

        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        


        
          	
                   
      

                	
                  •

                	
                  Nature
      of business conducted;

                


        

        


        
          
            	
                     
      

                  	
                    •

                  	
                    Geographical
      area where business is conducted;

                  


          

          

            
              	
                       
      

                    	
                      •

                    	
                      Name
      and addresses of all directors, principal officers, shareholders holding
      more than a ten percent(10%) interest, general partners and limited
      partners holding more than ten percent (10%)
  interest;

                    


            

          

        

        


        
          
            	
                     
      

                  	
                    •

                  	
                    Brief
      statement as to the Company’s reasons for the proposed
      transaction;

                  


          

           

        

        
          
            
              	
                       
      

                    	
                      •

                    	
                      Specific
      laws and regulatory requirements under which the business operation is
      permitted, if relevant;

                    


            

             

            
              
                	
                         
      

                      	
                        •

                      	
                              
                          Identification
      of any person such as a broker or finder who is to receive any form of
      compensation for suggesting, proposing, or arranging the transaction,
      including a description of the compensation to be paid for such
      services.

                        

                      


              

               

            

          

        

        In order
to determine the suitability of such parties to Material Transactions, the
Managing Director of the Company shall implement a procedure to identity to the
Compliance and Regulatory Manager the details of the other party.

        


        The
Compliance and Regulatory Manager will then review the material and if it is
warranted complete a probity investigation of the other party to the
transaction.  Generally an investigation would not be warranted if the
other party is licensed by one or more Gaming Authorities.

        


        The
Compliance and Regulatory Manager may authorise continuation of business
relationships with the supplier if he or she is satisfied that such
relationships pose no threat of an Unsuitable Situation.  If the
Compliance and Regulatory Manager believes the relationship with the other party
should be reviewed, he or she shall prepare a report to the Committee and
request review of the circumstances by the Committee.

        


        Corporate Directors, Officers and Key
Gaming Employees

        


        The
Company shall exercise care to ensure that prospective Directors, Executive
Officers, and Key Gaming Employees of the Company are not Unsuitable
Persons.  The suitability of prospective Directors, Executive
Officers, and Key Gaming Employees shall be investigated and reviewed by the
Compliance Committee.  The suitability of any Company employee may be
reviewed by the Compliance Committee at the discretion of the Compliance and
Regulatory Manager or the Compliance Committee.  The reports of the
investigations regarding such person shall contain the following
information:

         

        
          
            
              
                	
                         
      

                      	
                        •

                      	
                        Past
      Employment History;

                      


              

               

            

          

        

         

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          
            
              	
                       
      

                    	
                      •

                    	
                      General
      background information and
reputation;

                    


            

             

          

        

        
          	
                   
      

                	
                  •

                	
                  Law
      enforcement agency checks; and

                


           

        

        
          
            	
                     
      

                  	
                    •

                  	
                    Any
      other information as the Compliance and Regulatory Manager or Compliance
      Committee believes to be relevant.

                  


             

          

        

        


        Lobbyists and
Consultants

        


        The
Company shall exercise care to ensure that Lobbyists and Consultants utilised by
the Company are not Unsuitable Persons.  The reports of investigations
regarding such persons shall contain the same information as required for
reviews of corporate directors, Officers, and key employees of the
Company.

        


        Material
Financings

        


        Prior to
any commitment with respect to a Material Financing, a report shall be prepared
for the review of the Compliance Committee containing the following
information:

        
 

        
          	
                   
      

                	
                  1. Source
      of the funds;

                


        

         

        
          	
                   
      

                	
                  2. Disclosure
      of any relationship among the Company and any other parties to the
      proposed financing; and

                


        

         

        
          	
                   
      

                	
                  3. Identification
      of any finder, broker, or other person who is to receive compensation in
      connection with securing, arranging, or otherwise dealing with the
      proposed Material Financing and a description of any regulatory approvals
      that may be required to be obtained by such person prior to receipt of any
      compensation for his or her
services.

                


        

        


        


        Material
Litigation

        


        The
Compliance and Regulatory Manager shall compile reports from counsel for the
Company or other knowledgeable person regarding all Material Litigations
involving the Company.

        


        Compliance with
Laws

        


        The
Compliance Committee shall review and report upon the Company’s compliance with
laws, regulations, and orders of all governmental agencies having jurisdiction
over its gaming businesses.  To assist the Compliance Committee in
fulfilling this requirement, the Compliance and Regulatory Manager shall conduct
a semi-annual review to determine compliance by the Company with all statutory
and regulatory requirements relating to gaming and all licence conditions
imposed by any Gaming Authorities, and to determine whether all filings required
to be made with Gaming Authorities have been made.  A report shall be
prepared outlining instances of material non-


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        compliance
and the corrective action taken to prevent similar future acts of non-compliance
or non-filing.

        


        Acts of
Wrongdoing

        


        The
Compliance Committee shall obtain and report to the Board information concerning
prosecutions or administrative actions taken against any Key Gaming Employee,
material shareholder, Executive Officer, or Director of the Company if the
Committee believes that such matter should be reviewed by the Board of Directors
involving the following circumstances;


        


        
          	
                   
      

                	
                  1. Any
      criminal action involving (a) a felony (b) any material crime against the
      Company or involving embezzlement or larceny (c) a violation of any law
      relating to gambling or race or sports book wagering, or (d) a violation
      of any tax, import tax or fee, or customs laws of any country;
      and

                


        

         

        
          	
                   
      

                	
                  2. Any
      material administrative actions by any Gaming Authority relating to a
      gaming licence or gaming approval held by any of the
      foregoing.

                


        

         

        The
Committee shall report to the Board of Directors acts of wrongdoing by any
employee of the Company if the Committee believes such matter should be reviewed
by the Board of Directors.

        


        Annual Review of Substantial
Owners

        


        The
Compliance Committee shall at least annually review the Company’s shareholder
list and relevant ASIC fillings to identify all substantial owners of the
Company.

        


        Reporting
Information to Gaming Authorities:

        


        Annual Meeting with Gaming
Authorities

        


         Prior
to the end of the calendar year, the Compliance and Regulatory Manager and the
Compliance Committee members, if requested or desired by the Company, shall meet
with the Chief Executive or his designated representative of each gaming
regulatory agency where the company is licensed to discuss the Company’s
Compliance Plan and related matters.

        


        Regulatory
Reports

        


        The
Compliance and Regulatory Manager shall prepare and submit to each of the gaming
regulatory agencies in the jurisdictions where the company is licensed a report
summarising the activities, reviews, and decisions of the Compliance Committee
since the last report.  The reporting schedule shall be in accordance
with the conditions placed on the company by each of the regulatory agencies it
is required to report to.

        



        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Access to Company
Records

        


        It is the
company’s policy to comply fully with requests by the Gaming Authorities for
access to Company books, documents, records, and papers relating to the
Company’s business activities.

        


        The
Company’s employment procedures shall provide that wilful failure to comply with
this policy shall be grounds for termination of employment or other disciplinary
action by the Company.

        


        When
requested by the Gaming Authority, the Executive Officers of the Company shall
file or cause to be filed with such Gaming Authorities copies of any documents
filed by the Company with any stock exchange, securities commission, or any
other federal, state, or local, or foreign government office with respect to the
Company.

        


        Confidentiality of Reports and
Documents

        


        All
reports, notices, and other documents prepared, compiled, or otherwise
maintained in connection with the Compliance Plan shall be privileged and
confidential.  Investigative files developed in accordance with any
provisions or requirements of the Compliance Plan will be maintained on a
confidential basis.  Such reports, notices, documents, and files will
be available for inspection by members of the Compliance Committee and
authorised representatives of Gaming Authorities.

        


        

          
            
              
                 

              

               


            

            
               


              
                

              

            

            
               


            

          



      

       

      Schedule
5 - EGS Pro-Forma Purchase Order