pacificnet_8k-ex1001.htm


     

     

    


    Exhibit
      10.1

    AGREEMENT
      AMONG

     

    
      	
              1.  

            	
              PacificNet
                Games International Corporation

            


    

    
      	
              2.  

            	
              Octavian
                International Limited

            


    

    
      	
              3.  

            	
              Emperor
                Holdings Limited

            


    

    
      	
              4.  

            	
              Ziria
                Enterprises Limited

            


    

    
      	
              5.  

            	
              PacificNet
                Inc.

            


    

     

    For
      the Acquisition of 100%
Shares
      of

    Emperor
      Holdings
      Limited

    


    THIS
      AGREEMENT is made on    December
      7, 2007.

    


    AMONG:

     

    
      
        	
              	
                1.

              	
                Pacificnet
                  Games International
                  Corporation, a company existing under the laws of the British
                  Virgin Islands whose principal executive office is situated at
                  Floor
                  23rd,
                  Tower A, TimeCourt, No.6 Shuguangxili, Chaoyang District Beijing,
                  China
                  (hereinafter referred to as the “Purchaser”), a wholly
                  owned subsidiary of PacificNet
                  Inc.

              


      

    

    


    
      
        	
              	
                2.

              	
                Octavian
                  International Limited
                  (“Octavian”), a company incorporated in the United Kingdom, whose
                  principal place of business is Octavian Europe (Head Office), Bury
                  House,
                  1 –3 Bury Street, Guildford, Surrey GU2 4AW, UNITED
                  KINGDOM,  Tel: +44 1483 543 543  , Fax: +44 1483 543
                  540  , Web: www.octavianonline.com (hereinafter referred to as
                  the “Company”);

              


      

    

    


    
      
        	
              	
                3.

              	
                Emperor
                  Holdings
                  Limited, a company incorporated
                  in Cyprus, of
                  Totalserne House, 17 Great Xenopoulou Street 3106 Limassol, Cyprus
                  (hereinafter referred to as the “Holding
                  Company”);

              


      

    

    


    
      
        	
              	
                4.

              	
                Ziria
                  Enterprises
                  Limited a company incorporated in Cyprus whose office is at 319,
                  28th
                  October Street, Kanika Business Ctr. 2nd
                  Floor, Limassol, Cyprus (hereinafter referred to as the “Seller” or “Warrantor”);

              


      

    

    


    
      
        	
              	
                5.

              	
                PacificNet
                  Inc.
                  (“PACT”),a company incorporated under the laws of the State of
                  Delaware in the United States of America whose principal executive
                  office
                  is situate at Floor 23rd,
                  Tower A, TimeCourt, No.6 Shuguangxili, Chaoyang District Beijing,
                  China,
                  the shares of which are listed on the NASDAQ stock exchange in
                  the United
                  States of America under the trading symbol of
                  “PACT”.

              


      

    

    


    WHEREAS:

    


    
      
        	
              	
                1) 

              	
                The
                  Company is incorporated
                  under the laws of United Kingdom and having Company No. 04185988,
                  of 10 –
                  20 Bourne Court, Unity Trading Estate, Southend Road, Woodford
                  Green,
                  Essex AG8 8HD, United
                  Kingdom.

              


      

    

    


    
      
        	
              	
                2) 

              	
                The
                  Company has a paid-in capital of 10,000 shares of £1.71
                  each
                  representing the entire capital of the Company (the “Shares”), and
                  is 100%
                  owned by the Holding Company.

              


      

    

    


    
      
        	
              	
                3) 

              	
                The
                  Company is engaged in the business of providing networked gaming
                  solutions, serving casino, AWP (Amusements With Prizes), lotteries
                  and
                  emerging gaming markets worldwide including Europe, Latin America,
                  UK,
                  Italy, Germany, Russia, Ukraine, India, Columbia, Argentina, Brazil,
                  (hereinafter referred to as the "Business");

              


      

    

    


    
      
        	
              	
                4) 

              	
                The
                  Holding Company owns 100% of the Company. Seller owns 100% of the
                  Holding
                  Company. (set
                  out in Schedule 1.)

              


      

    

    


    
      
        	
              	
                5) 

              	
                The
                  Seller wishes to sell to the Purchaser, and the Purchaser wishes
                  to
                  purchase from the Seller,
                  the existing 10,000 ordinary
                  shares of £1.71
                  each of
                  Holding Company (the “Sale Shares”); which
                  in
                  total represent 100%
                  of the
                  issued
                  and
                  outstanding shares of the Holding Company , all upon the terms and
                  subject to the conditions set forth
                  herein.

              


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    


    
      
        	
              	
                6) 

              	
                 The
                  Purchaser requires the Warrantor to give such representations,
                  warranties,
                  covenants and undertakings as are set out herein as a condition
                  to the
                  Purchaser's entry into this
                  Agreement.

              


      

    

    


    NOW,
      THEREFORE, in
      consideration of the promises and the mutual agreements and covenants
      hereinafter set forth, and intending to be legally bound hereby, the parties
      to
      this Agreement hereby agree as follows:

    


    
      
        1.     INTERPRETATION

      

    

    


    
      
        	
              	
                1.1. 

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

              


      

    

    


    
      
        	
              	
                1.2. 

              	
                 In
                  this Agreement except where the context otherwise requires the
                  following
                  words and expressions shall have the following
                  meanings:

              


      

    

    


    “3
      Month LIBOR
      Rate”   the rate of interest at which banks in the London
      wholesale money market will borrow funds from each other for three
      months;

    


    "BVI”  
The
      British
      Virgin Islands;

    


    “Claim” 
all
      actions, suits, claims, or legal,
      administrative, arbitration, governmental or other procedures or investigations
      in respect of
damages, losses, settlement
      payments, in respect of deficiencies, liabilities, costs, expenses and claims
      suffered, sustained, incurred or required
      to be paid in
      relation to this Agreement,

    


    "Completion"  
      completion of the sale and purchase of the Sale Shares to the Purchaser in
      accordance with Clause 5 of this Agreement;

    


    "Completion
      Date" on or before
      6 p.m. Beijing Time on January 31, 2008(or such later date as the parties shall
      agree in writing);

    


    "Conditions" 
 the
      conditions contained or referred to in Clause 4;

    


    "Consideration"  
the
      consideration payable for the sale and purchase of the Sale Shares of the
      Holding Company pursuant to Clause 3;

    


    “Escrow
      Shares”  2,330,000
      PACT Shares with the restrictions on such shares arising under the US federal
      securities laws;

    


    “Escrow
      Agent”   An
      agent designated by the Purchaser that holds the Escrow Shares.

    


    "ESA" 
Executive
      Services
      Agreement with Harmen Brenninkmeijer

    


    “Group
”
those
      companies listed
      in Schedule 2, Part 1

    


    “Gaming
      Segmentation
      Group”    The group of  companies and business
      units created by combining PacificNet Games Limited, Take1 Technologies,
      Guangdong Poly Blue Express Communications Co. Ltd,, Octavian, and any other
      companies that are directly involved in the gaming sector.

    


    "Hong
      Kong”   Hong
      Kong Special Administrative Region of the PRC;

    


    “PACT
      Shares”  
Common Stock of PACT;

    


    “PRC”  
People’s
      Republic of China;

    


    “RMB”  
Chinese
      RenMinBi

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    


    "Sale
      Shares"  
the 10,000 ordinary shares of £1.71
      each of the
      Holding Company (that represents 100% of the Holding Company) such shares being
      beneficially owned by and registered in the name of the Seller set out in Part
      II of Schedule 1;


    


    “$”  
United
      States
      dollars, all amounts stated in this Agreement shall be United States dollars
      unless specified otherwise;

    


    “United
      States”    United States of America;

    


    “US
      GAAP”   United
      States Generally Accepted Accounting Principles

    


    "VWAP"  
The
      average
      of the Volume
      Weighted Average Price of the PACT Shares for each day in the period seven
      days
      prior and seven days after the Completion Date.

    


    
      
        	
              	
                1.3. 

              	
                Words
                  and phrases not otherwise defined in this Agreement, the definitions
                  of
                  which are contained or referred to in the Companies Ordinance of
                  Hong Kong
                  (Cap. 32), shall be construed as having the meanings thereby attributed
                  to
                  them.

              


      

    

    


    
      
        	
              	
                1.4. 

              	
                References
                  in this Agreement to ordinances and to statutory provisions shall
                  be
                  construed as references to those ordinances or statutory provisions,
                  respectively, as modified (on or before the date hereof) or re-enacted
                  (whether before or after the date hereof) from time to time and
                  to any
                  orders, regulations, instruments or subordinate legislation made
                  under the
                  relevant ordinances or provisions thereof and shall include references
                  to
                  any repealed ordinance or provisions thereof which has been so
                  re-enacted
                  (with or without
                  modifications).

              


      

    

    


    
      
        	
              	
                1.5. 

              	
                The
                  headings are for convenience only and shall not affect the construction
                  of
                  this Agreement.

              


      

    

    


    
      
        	
              	
                1.6. 

              	
                All
                  representations, undertakings, warranties, indemnities, covenants,
                  agreements and obligations given or entered into by more than one
                  person
                  are given or entered into jointly and severally unless stated to
                  be
                  severally only.

              


      

    

    


    
      
        	
              	
                1.7. 

              	
                Except
                  where the context otherwise requires words denoting the singular
                  include
                  the plural and vice versa; words denoting any one gender include
                  all
                  genders; words denoting persons include incorporations and firms
                  and vice
                  versa.

              


      

    

    


    
      
        	
              	
                1.8. 

              	
                Reference
                  to clauses, sub-clauses, paragraphs and schedules are (unless the
                  context
                  requires otherwise) to clauses, sub-clauses, paragraphs and schedules
                  of
                  this Agreement.

              


      

    

    


    
      
        	
              	
                1.9. 

              	
                The
                  expressions the “Holding Company”, the “Company”, the “Seller” and the
                  “Purchaser” unless the context requires otherwise shall include their
                  successors, personal representatives and permitted
                  assigns.

              


      

    

    


    
      
        	
              	
                1.10. 

              	
                The
                  schedules and appendices form part of this
                  Agreement.

              


      

    

    


    
      2.     SALE
        OF SHARES

    

    


    
      
        	
              	
                2.1. 

              	
                 Subject
                  to the terms of this Agreement, the Seller shall sell as registered
                  owner
                  of record and the Purchaser (relying on the representations, warranties,
                  agreements, covenants, undertakings and indemnities hereinafter
                  referred
                  to) shall purchase the Sale Shares free from all options, liens,
                  charges,
                  pledges, claims, agreements, encumbrances, equities and other third
                  party
                  rights of any nature whatsoever and together with all rights of
                  any nature
                  whatsoever now attaching or accruing to it including all rights
                  to any
                  dividends or other distribution declared paid or made in respect
                  of them
                  after the date of this
                  Agreement.

              


      

    

    


    
      3.     CONSIDERATION

    

    


    
      
        	
              	
                3.1. 

              	
                Stock
                  and Cash
                  Consideration:

              


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    


    The
      purchase consideration for 100% of the
      equity
      interest of Holding Company shall consist of (i) the issuance and release of
      up
      to 2,330,000 PACT Shares (the “Stock Payment”) and (ii) cash
      consideration of up to $18,900,000 to be paid upon the completion of certain
      net
      profit performance targets (“Earn-Out Amounts”) set forth
      in Clause 3.5 below, in accordance with the schedule commencing in 2009 through
      2012 (the “Earn-Out
      Years”, being 1 January to 31 December of each year).

    


    
      
        	
              	
                3.2. 

              	
                Stock
                  Payment

              


      

    

     

    Purchaser
      shall issue the Escrow Shares to Seller or its nominee(s) in accordance with
      the
      following:

     

    
      	
              (a)  

            	
              Within
                30 days of the signing of this agreement, Purchaser shall deliver
                to the
                Escrow Agent (designated by the Purchaser) the Escrow Shares, to
                be held
                under the terms of an escrow agreement to be entered into with the
                Escrow
                Agent. The Share Release schedule for Stock Payment is illustrated
                in
                Table 1 in Clause 3.4 below.

            


    

    
      	
              (b)  

            	
              In
                exchange, Seller will transfer to the Purchaser the Sale Shares at
                the
                Completion Date.

            


    

    


    3.3

    


    
      	
            	
              3.3.1

            	
              In
                the event that:

            


    

    


    
      
        	
              	
                (a)

              	
                The
                  Purchaser fails to receive any required regulatory approvals by
                  the US
                  SEC, NASDAQ, or fails to receive the approval of the Shareholders
                  of PACT
                  (if required) by the Completion Date or such other date as the
                  parties
                  hereto may agree in writing; 

              


      

    

     

    
      
        	
              	
                (b)

              	
                The
                  conditions set out in Clause 4 shall not have been fulfilled or
                  waived by
                  the relevant party by the Completion Date or such other date as
                  the
                  parties hereto may agree in writing (provided that unless the Purchaser
                  has notified the Seller in writing that it is not satisfied by
                  1 January
                  2008 condition 4.1(a) shall be deemed to have been fulfilled and
                  unless
                  the Seller has notified the Purchaser in writing that it is not
                  satisfied
                  by 1 January 2008 condition 4.4(a) shall be deemed to have been
                  fulfilled); or 

              


      

    

     

    
      
        	
              	
                (c)

              	
                The
                  transaction is not completed for any reason by June 30, 2008,
                  

              


      

    

     

    the
      Escrow Agreement shall provide that the Escrow Shares shall be returned to
      Purchaser and this Agreement shall cease to have effect immediately after that
      time (but without prejudice to the parties accrued rights and liabilities under
      this Agreement at the time it ceases to have effect).

    


    
      
        	
              	
                3.3.2

              	
                In
                  the event that the VWAP of the PACT Shares is greater than $6.50
                  then the
                  price of the stock from $6.50 and upwards will be offset by lowering
                  the
                  Earn-Out Amounts in 3.5.2 by the amount over $6.50 multiplied by
                  the
                  number of Escrow Shares issued pursuant to 3.4.1 Any such amounts
                  shall be
                  offset against the last Earn-Out Year first with any excess against
                  the
                  third Earn-Out Year, then against the second Earn-Out Year and
                  lastly
                  against the first Earn-Out
                  Year.

              


      

    

    


    
      
        	
              	
                3.3.3

              	
                In
                  the event that the volume weighted average price of the PACT Shares
                  daily
                  in the period of seven days up to (but not including) the Completion
                  Date
                  falls below $5, the Seller shall have the option not to complete
                  this
                  Agreement in which event he shall notify the Purchaser in writing
                  upon
                  which the Escrow Shares shall be returned to Purchaser and this
                  Agreement
                  shall cease to have effect immediately (but without prejudice to
                  the
                  parties accrued rights and liabilities under this Agreement at
                  the time it
                  ceases to have effect). 

              


      

    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    
      
        	
              	
                3.4 

              	
                 Escrow
                  Arrangement for Escrow Shares

              


      

    

    


    
      
        	
              	
                (a)

              	
                Seller
                  hereby agrees to allow the Purchaser to appoint the Escrow Agent
                  upon the
                  terms of an escrow agreement in the agreed terms to hold all the
                  Escrow
                  Shares to be issued in accordance with the Escrow Agreement and
                  this
                  Agreement on the Completion Date and Seller undertakes that it
                  shall not
                  either sell, transfer, charge, encumber, grant options over or
                  otherwise
                  dispose of any legal or beneficial interest in any of the Escrow
                  Shares
                  until such part of the Escrow Shares are released by the Escrow
                  Agent to
                  Seller in accordance with the following schedule.
                  

              


      

    

     

    
      
        	
              	
                (b)

              	
                Release
                  of the Escrow Shares as provided below, assumes receipt by PACT
                  of
                  certification from its auditors that the auditor’s review relating to the
                  Holding Company, the Company, and its business is acceptable and
                  can be
                  consolidated into PACT’s audited accounts, balance sheet and financial
                  statements, in accordance with US GAAP. The Purchaser and PACT
                  shall use
                  their best endeavours to obtain such certification on or before
                  the
                  Completion Date, subject to the Seller and the Group providing
                  assistance
                  reasonably requested by the Purchaser and PACT for such
                  purpose.  In the event that the auditors do not give their
                  certification, the Seller shall be entitled to appoint an independent
                  auditor that is approved by the Purchaser (such approval not to
                  be
                  unreasonably withheld or delayed) to consider the position of the
                  Purchaser's auditors and the decision of the independent auditor
                  shall,
                  save in the case of a manifest error, be binding on both parties
                  and shall
                  supercede the decision of the Purchaser's auditors.
                  

              


      

    

     

    
      	
               

            	
              Table
                1: 

            


    

     

    FYE
      =
      Fiscal Year Ending

    
      	
              Release
                Date

            	
              Number
                of Shares to be
                Released

            	
              Release
                Criteria

              based
                on Accumulated Net
                Profit

            
	
              3.4.1.As
                soon as
                possible after the Completion Date but in any event within 20 working
                days
                after Completion Date.

            	
              1,230,000
                Escrow Shares

            	
              None

            
	
              3.4.2.Within
                30 days
                from the receipt of the Auditors certification of the Net Profit
                for the
                FYE Dec. 31, 2008. provided that the Purchaser and PACT and Company
                shall
                use their best endeavours to obtain such certification by 31 March
                2009

            	
              1,100,000
                Escrow Shares ,

              
              

              
              

              
              

              900,000
                Escrow Shares ,

              
              

              
              

              
              

              600,000
                Escrow Shares ,

              
              

              
              

              
              

              300,000
                Escrow Shares

              
              

              
              

            	
              The
                Company has achieved Net Profit for the FYE Dec. 31, 2008 not less
                than
                USD$ 4,000,000

              
              

              The
                Company has achieved Net Profit for the FYE Dec. 31. 2008 not less
                than
                USD$3,000,000

              
              

              The
                Company has achieved Net Profit for the FYE Dec. 31. 2008 not less
                than
                USD$2,0000,000 .

              
              

              The
                Company has achieved Net Profit for the FYE Dec. 31. 2008 not less
                than
                USD$1,000,000 .

            
	
              Total
                Number of PACT Shares to be released from the Escrow

            	
              Maximum
                2,330,000 Escrow Shares

            	
              The
                Seller will be entitled to all of the Escrow Shares if the Company
                has
                achieved Net Profit for the Fiscal Years ending on Dec. 31, 2008
                not less
                than USD$4,000,000.  Any Escrow Shares that have not been
                released pursuant to 3.4.2, shall remain in the Escrow and roll over
                for
                each successive year if not earned in the previous fiscal year up
                to
                FY2012 based on growth in Net Profit of the Company of 20% based
                on the
                Net Profit of the previous fiscal year.  In the event that this
                is achieved, all Escrow Shares still in Escrow shall be released
                to the
                Seller.

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
 

    
      
        	
              	
                3.4.3

              	
                If
                  the Seller notifies the Purchaser that it disagrees with the auditor’s
                  certification within 20 days of receipt, the Seller and the Purchaser
                  shall use all reasonable endeavours to resolve the dispute within
                  20 days
                  from notification.  If the dispute is not resolved within that
                  20 day period, either the Seller or the Purchaser is entitled to
                  appoint
                  an independent accountant to review the Company Net Profit Calculation
                  and
                  the decision of the independent accountant shall, save in the case
                  of
                  manifest error, be binding on all
                  parties.

              


      

    

    


    
      
        	 	
                3.5

              	
                 Earn-Out:

              


      

    

     

    
      
        	
              	
                3.5.1

              	
                Entitlement
                  to
                  Earn-out

              


      

    

    


    
      
        	
              	
                (a)

              	
                In
                  addition to payments in accordance with Clause 3.2., the Purchaser
                  must
                  pay to the Seller the Earn-Out Amount in respect of each of the
                  Earn-Out
                  Year determined in accordance with this Clause 3.5.
                  

              


      

    

    


    
      
        	
              	
                (b)

              	
                Subject
                  to Clause 3.5.5, the amount payable in respect of each Earn-Out
                  Year will
                  be a proportion of the Earn-Out Amount in respect of the relevant
                  Earn-Out
                  Year. 

              


      

    

    


    
      
        	
              	
                (c)

              	
                The
                  proportion of each Earn-Out Amount that is payable in respect of
                  each
                  Earn-Out will be determined in accordance with Clause 3.5.3.
                  

              


      

    

    


    
      
        	
              	
                (d)

              	
                Any
                  amounts payable in accordance with this Clause 3.5 must be paid
                  in
                  accordance with Clause 3.5.6.


              


      

    

     

    
      
        	
              	
                3.5.2

              	
                Earn-Out
                  Amounts

              


      

    

    


    
      Subject
        to Clause 3.5.7, the Earn-Out Amount shall be payable as follows:


    

    


    
      
        	
              	
                (a)

              	
                in
                  respect of the first Earn-Out Year (2009)
                  US$3,150,000;

              


      

    

    


    
      
        	
              	
                (b)

              	
                in
                  respect of the second Earn-Out Year (2010) US$4,200,000 plus any
                  part of
                  the Earn-Out Amount for the first Earn-Out Year that has not become
                  payable in accordance with Clause 3.5.3(a)


              


      

    

    


    
      
        	
              	
                (c)

              	
                in
                  respect of the third Earn-Out Year (2011) US$5,250,000 plus any
                  part of
                  the Earn-Out Amount for the second Earn-Out Year that has not become
                  payable in accordance with Clause 3.5.3(b) (including any amounts
                  previously rolled over); and

              


      

    

    


    
      
        	
              	
                (d)

              	
                in
                  respect of the last Earn-Out Year (2012) US$6,300,000 plus any
                  part of the
                  Earn-Out Amount for the third Earn-Out Year that has not become
                  payable in
                  accordance with Clause 3.5.3(c) (including any amounts previously
                  rolled
                  over).

              


      

    

    


     

    
      
        	
              	
                3.5.3

              	
                Performance
                  Target

              


      

    

    


    
      	
            	
              (a) 

            	
              In
                respect of the first Earn-Out Year:

            


    

    


    
      
        	
              	
                (i)

              	
                the
                  performance target for the Company is Net Profit of US$3,150,000
                  ("Target 1");
                  

              


      

    

    
      
        	
              	
                (ii)

              	
                where
                  the Company achieves 100% of Target 1, 100% of the Earn-Out Amount
                  in
                  clause 3.5.2(a) shall be due and payable to the Seller; and
                  

              


      

    

    
      
        	
              	
                (iii) 

              	
                 where
                  the Company achieves less than 100% of Target 1, the percentage
                  of the
                  Earn-Out Amount payable shall be determined by dividing the Net
                  Profit of
                  the Company attributable to the first Earn-Out Year by Target 1
                  and
                  multiplying by 100.

              


      

    

    


    
      
        	
              	
                (b) 

              	
                 In
                  respect of the second Earn-Out
                  Year

              


      

    

    


    
      
        	
              	
                (i)

              	
                the
                  performance target for the Company is Net Profit of US$4,200,000
                  plus any
                  part of Target 1 not achieved in the first Earn-Out year ("Target 2");
                  

              


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    


    
      
        	
              	
                (ii)

              	
                where
                  the Company achieves 100% of Target 2, 100% of the Earn-Out Amount
                  in
                  clause 3.5.2(b) shall be due and payable to the Seller; and
                  

              


      

    

    
      
        	
              	
                (iii) 

              	
                 where
                  the Company achieves less than 100% of Target 2, the percentage
                  of the
                  Earn-Out Amount payable shall be determined by dividing the Net
                  Profit of
                  the Company attributable to the second Earn-Out Year (plus any
                  part of the
                  Net Profit of the Company attributable to the first Earn-Out Year
                  over
                  100% of Target 1) by Target 2 and multiplying by 100 (provided
                  always that
                  the Seller shall in no circumstances be entitled to any payment
                  over and
                  above the Earn-Out Amount set out in clause
                  3.5.2(b)

              


      

    

    


    
      
        	
              	
                (c) 

              	
                 In
                  respect of the third Earn-Out
                  Year:

              


      

    

    


    
      
        	
              	
                (i)

              	
                the
                  performance target for the Company is Net Profit of US$5,250,000
                  plus any
                  part of Target 2 not achieved in the second Earn-Out Year ("Target 3");
                  

              


      

    

    
      
        	
              	
                (ii)

              	
                where
                  the Company achieves 100% of Target 3, 100% of the Earn-Out Amount
                  in
                  clause 3.5.2(c) shall be due and payable to the Seller; and
                  

              


      

    

    
      
        	
              	
                (iii)

              	
                where
                  the Company achieves less than 100% of Target 3, the percentage
                  of the
                  Earn-Out Amount payable shall be determined by dividing the Net
                  Profit of
                  the Company attributable to the third Earn-Out Year (plus any part
                  of the
                  Net Profit of the Company attributable to the first and second
                  Earn-Out
                  years over 100% of Target 2) by Target 3 and multiplying by 100
                  (provided
                  always that the Seller shall, in no circumstances be entitled to
                  any
                  payment over and above the Earn-Out Amount set out in clause 3.5.2(c)
                  

              


      

    

    


    
      
        	
              	
                (d) 

              	
                 In
                  respect of the fourth Earn-Out
                  Year:

              


      

    

    


    
      
        	
              	
                (i)

              	
                the
                  performance target for the Company is Net Profit of US$6,300,000
                  plus any
                  part of Target 3 not achieved in the third Earn-Out Year ("Target 4");
                  

              


      

    

    
      
        	
              	
                (ii)

              	
                where
                  the Company achieves 100% of Target 4, 100% of the Earn-Out Amount
                  in
                  3.5.2(d) shall be due and payable to the Seller; and
                  

              


      

    

    
      
        	
              	
                (ii)

              	
                where
                  the Company achieves less than 100% of Target 4, the percentage
                  of the
                  Earn-Out Amount payable shall be determined by dividing the Net
                  Profit of
                  the Company attributable to the fourth Earn-Out Year (plus any
                  part of the
                  Net Profit of the Company attributable to the first, second and
                  third
                  Earn-Out Years over 100% of Target 3) by Target 4 and multiplying
                  by 100
                  (provided always that the Seller shall, in no circumstances be
                  entitled to
                  any payment over and above the Earn-Out Amount set out in clause
                  3.5.2(d).
                  

              


      

    

    


    
      
        	
              	
                3.5.4

              	
                Clarification
                  of Performance
                  Targets

              


      

    

    


    
      	
            	
              (a) 

            	
              the
                purpose of Clause 3.5.3

            


    

    


    
      
        	
              	
                (i)

              	
                the
                  Net Profit of the Company in respect of any Earn-Out Year is the
                  consolidated Net Profit of the Company during the relevant Earn-Out
                  Year
                  as disclosed in the audited accounts of the Company for that Earn-Out
                  Year
                  to be prepared on the basis of the Company Net Profit Calculation
                  and
                  which the Purchaser must cause to be prepared by no later than
                  30
                  September in the year following the relevant Earn-Out Year as disclosed
                  in
                  the relevant audited financial statements (to be prepared in accordance
                  with US GAAP); and 

              


      

    

    


    in
      each
      case including Net Profit attributable to associates and joint ventures on
      the
      same basis as above but deducting all written off bad debts attributable to
      associates and joint ventures on the same basis as above.

    


    
      
        	
              	
                (b)

              	
                If
                  the Seller notifies the Purchaser that it disagrees with the Company
                  Net
                  Profit Calculation provided to it by the Seller within 20 days
                  of receipt,
                  the Seller and the Purchaser shall use all reasonable endeavours
                  to
                  resolve the dispute within 20 days of notification. If the dispute
                  is not
                  resolved within such 20 days, either the Seller or the Purchaser
                  is
                  entitled to appoint an independent accountant to review the Company
                  Net
                  Profit Calculation and the decision of the independent accountant
                  shall,
                  save in the case of manifest error, be binding on all parties.
                  

              


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    


    
      
        	
              	
                3.5.5

              	
                Acceleration

              


      

    

    


    If
      a
      Relevant Circumstance, as defined in the ESA, occurs at any time before the
      end
      of the last Earn-Out Year, then subject to the Listing Rules of the NASDAQ
      stock
      exchange and the United States Security Exchange Commission, and Clause 16.3
      of
      the ESA, any prospective Earn-Out Amount (being the maximum amount payable)
      is
      immediately due and payable to the Seller by issue of cash consideration,
      subject to Clause 3.5.7.    If the Relevant Circumstance
      that triggers this Clause is a takeover or scheme of arrangement, the Purchaser
      must pay such amounts prior to the record date for such takeover or scheme
      of
      arrangement.   If the Relevant Circumstance that triggers this
      Clause is a separate listing (IPO) for the Gaming Segmentation Group, the
      Purchaser must pay such amounts to the equivalent in stock in the new listed
      company.

    


    


    
      
        	
              	
                3.5.6

              	
                Payment
                  of
                  Earn-Out

              


      

    

    


    
      
        	
              	
                (a)

              	
                The
                  Purchaser must pay:

              


      

    

    


    
      
        	
              	
                (i)

              	
                any
                  Earn-Out Amount payable in respect of the first Earn-Out Year by
                  the issue
                  of cash consideration; 

              


      

    

    
      
        	
              	
                (ii)

              	
                any
                  Earn-Out Amount payable in respect of the second Earn-Out Year
                  by the
                  issue of cash consideration;

              


      

    

    
      
        	
              	
                (iii)

              	
                any
                  Earn-Out Amount payable in respect of the third Earn-Out Year by
                  the issue
                  of cash consideration; and 

              


      

    

    
      
        	
              	
                (iv)

              	
                any
                  Earn-Out Amount payable in respect of the last Earn-Out Year by
                  the issue
                  of cash consideration. 

              


      

    

    


    
      
        	
              	
                (b)

              	
                Subject
                  only to Clause 3.5.6 (d), payments under this Clause 3.5.6 must
                  be made no
                  later than 30 September in the year following the relevant Earn-Out
                  Year.

              


      

    

    


    
      
        	
              	
                (c)

              	
                The
                  Purchase Price is deemed to be reduced by any Earn-Out Amount which
                  is not
                  payable under this Agreement.


              


      

    

    


    
      	
            	
              (d) 

            	
              When
                an Earn-Out Amount is due and
                payable to the Seller:

            


    

    


    
      
        	
              	
                (i) 

              	
                the
                  Purchaser shall procure that,
                  to the extent lawful, the Company shall declare a dividend to the
                  Purchaser each financial year provided always that the Seller has
                  first
                  consented to the payment of such dividend (such consent not to
                  be
                  unreasonably withheld or
                  delayed);

              


      

    

    


    
      
        	
              	
                (ii)

              	
                where
                  an Earn-Out Amount is due
                  and payable to the Seller, the Purchaser shall use any such dividend
                  to
                  make payment to the Seller of any amounts of the Earn-Out Amounts
                  earned
                  by the Seller, such payment being made by the payment date set
                  out in
                  clause 3.5.6 (b);

              


      

    

    


    
      
        	
              	
                (iii)

              	
                in
                  the event
                  that:

              


      

    

    


    
      
        	
              	
                1.

              	
                a
                  dividend is not paid (due to it
                  either being unlawful or the Seller withholding his consent to
                  the
                  payment); or

              


      

    

    


    
      
        	
              	
                2.

              	
                a
                  dividend is paid but is not
                  sufficient to meet the full amount of the Earn-Out
                  Amount,

              


      

    

    


    the
      Purchaser shall, subject only to the
      remainder of this sub clause (d) (iii), use its available cash (if any) to
      pay
      the Earn-Out Amount (or any shortfall).  If the Purchaser does not, in
      the reasonable opinion of a majority of its board of directors, have any
availablecash,
      the payment of the Earn-Out Amount
      (or outstanding part thereof) shall be deferred until
      such time
      as:

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    


    
      
        	
              	
                3.

              	
                a
                  dividend can be lawfully paid
                  by the
                  Companyand/or the
                  Seller consents to payment of the dividend;or

              


      

    

    


    
      
        	
              	
                4.

              	
                the
                  board of the Purchaser
                  determines that it has available
                  cash,

              


      

    

    


    at
      which time the Earn-Out Amount (or
      outstanding part thereof) shall be immediately paid to the Seller.  The
      decision of the board of the
      Purchaser referred to in this paragraph must
      be reached on the basis of
      reasonable relevant considerations, such considerations to include the advice
      of
      Kabani (or any replacement auditors for the Purchaser and its group from time
      to
      time)and reasonable
      evidence of the same must be given to the Seller;

    


    
      
        	
              	
                (iv)

              	
                payment
                  of an Earn-Out Amount (an
                  any part thereof) cannot be deferred for
                  a period of more than
                  3years from
                  the date
                  on which it is first due and payable to the Seller under clause
                  3.5.6 (b)
                  (or would have been but for the application of this sub clause
                  (d))
                  and at the expiry of such
                  maximum period, the Earn-Out Amount (or any outstanding part thereof)
                  shall become immediately due and
                  payable.

              


      

    

    


    
      
        	
              	
                (v)

              	
                in
                  the event that payment of an
                  Earn-Out Amount (or part thereof) is deferred
                  for any reason,
                  beyond the date on which it was payable under clause 3.5.6 (b), interest
                  shall be paid by the
                  Purchaser on that Earn-Out Amount (or the outstanding part thereof)
                  at
                  3 Month LIBORRate
                  at the time of
                  deferral, such
                  interest to be paid annually, or, if earlier, with payment of the
                  Earn-Out
                  Amount (or outstanding part
                  thereof).

              


      

    

    


    
      
        	
              	
                3.5.7

              	
                Reduction
                  of
                  Earn-Out

              


      

    

    


    
      
        	
              	
                (a)

              	
                Any
                  Claim against the Seller by the Purchaser arising out of or in
                  respect of
                  this Agreement to which this Clause 3.5.7 applies, upon final adjudication
                  or as agreed (Determination), will be satisfied as follows:
                  

              


      

    

    


    
      
        	
              	
                (i)

              	
                firstly,
                  by reducing any prospective Earn-Out Amounts (which have not yet
                  been
                  earned) as follows:

              


      

    

    


    
      
        	
              	
                (A)

              	
                by
                  reducing the prospective Earn-Out Amount for the last Earn-Out
                  Year (if
                  any) by the lesser of the value of that prospective Earn-Out Amount
                  and
                  the amount of the Claim outstanding;


              


      

    

    


    
      
        	
              	
                (B)

              	
                then
                  by reducing the prospective Earn-Out Amount for the third Earn-Out
                  Year
                  (if any) by the lesser of the value of that prospective Earn-Out
                  Amount
                  and the amount of the Claim outstanding after reduction of the
                  prospective
                  Earn-Out Amount for the last Earn-Out Year in accordance with Clause
                  3.5.7(a)(i)(A); 

              


      

    

    


    
      
        	
              	
                (C)

              	
                then
                  by reducing the prospective Earn-Out Amount for the second Earn-Out
                  Year
                  (if any) by the lesser of the value of that prospective Earn-Out
                  Amount
                  and the amount of the Claim outstanding after reduction of the
                  prospective
                  Earn-Out Amount for the third Earn-Out Year in accordance with
                  Clause
                  3.5.7(a)(i)(B);

              


      

    

    


    
      	
            	
              (D) 

            	
               then
                by reducing the prospective Earn-Out Amount for the first Earn-Out
                Year
                (if any) by the lesser of the value of that prospective Earn-Out
                Amount
                and the amount of the Claim outstanding after reduction of the prospective
                Earn-Out Amount for the second Earn-Out Year in accordance with Clause
                3.5.7(a)(i)(C) ;

            


    

    


    
      
        	
              	
                (b) 

              	
                 In
                  the event that the Claim has not been fully satisfied in accordance
                  with
                  Clause 3.5.7(a) the Seller must satisfy the balance of the Claim
                  in
                  Immediately Available Funds.

              


      

    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    
      
        	
              	
                3.5.8 

              	
                 Earn-Out
                  Period

              


      

    

    


    
      
        	
              	
                (a)

              	
                From
                  the Completion Date until the end of the last Earn-Out Year, the
                  Purchaser
                  and PACT undertake to the Seller that they shall not, without the
                  prior
                  written consent of the Seller, make any changes to the business
                  of the
                  Company where such change is reasonably likely have a detrimentable
                  impact
                  on the ability of the Company to meet the targets set out in Clause
                  3.5.3
                  or do anything which is reasonably likely to prejudice the goodwill
                  of the
                  Company or its subsidiaries including but not limited
                  to:

              


      

    

     

    
      
        	
              	
                (i)

              	
                using
                  or disclosing or divulging to any person other than to officers
                  or
                  employees of the Group and/or PACT and companies within the PACT
                  group,
                  companies whose province it is to know the same for the purposes
                  of the
                  Company carrying on the Business, any information relating to the
                  Companies or the subsidiaries other than any information properly
                  available to the public or disclosed or divulged pursuant to an
                  order of a
                  court of competent jurisdiction or as required pursuant to any
                  applicable
                  law or regulation and the Purchaser undertakes further that it
                  shall not
                  use any advantages derivable from such confidential information
                  for
                  business or affairs other than the Business or affairs of the Company
                  and
                  its subsidiaries; 

              


      

    

    


    
      
        	
              	
                (ii) 

              	
                in
                  relation to any trade, business or company use a name, or internet
                  domain
                  name including the word or symbol, or logo design Octavian or any
                  similar
                  word and symbol other than for the Company, its Business and the
                  subsidiaries of the Company and shall use all reasonable endeavors
                  to
                  procure that no such name shall be used by any person, firm or
                  company
                  with which it is/they are
                  connected;

              


      

    

    


    
      
        	
              	
                (iii) 

              	
                solicit or
                  entice or
                  endeavor to solicit or entice away from the Company or its subsidiaries,
                  any employee, officer, manager or consultant of the Company or
                  its
                  subsidiaries; or

              


      

    

    


    
      
        	
              	
                (iv)

              	
                deal
                  with, canvass, solicit or approach or cause to be dealt with, canvassed,
                  solicited or approached for business, any person who is or was
                  in the
                  previous 12 months, a customer, supplier or client of the Company
                  or its
                  subsidiaries where the purpose of such dealing, canvassing, soliciting
                  or
                  approach is to entice or encourage such customer, supplier or client
                  to
                  cease or reduce its trading with the Company or its subsidiaries.
                  

              


      

    

    


    
      
        	
              	
                (b)

              	
                For
                  the avoidance of doubt, this clause shall not prevent the transfer
                  into
                  the Company of any other business or company within the PACT group
                  at
                     anytime during this period.

              


      

    

    


    
      
        	
              	
                (c)

              	
                Any
                  action by the Purchaser or any member of the PACT Group which has
                  a
                  negative effect on the Net Profit of the Company shall be disregarded
                  when
                  calculating the Net Profit for the purposes of the Earn-Out Amount
                  due
                  under this clause 3 and the Net Profit shall be calculated as if
                  such
                  action had not occurred. Where the action taken by the Purchaser
                  or the
                  PACT is an action prohibited by clauses 3.5.8(a)(ii) to (iv) (inclusive),
                  the Seller agrees that he shall not make any claim in relation
                  to the
                  breach of such clauses provided that the negative effect of any
                  such
                  prohibited action on the Net Profit of the Company is disregarded
                  in
                  accordance with this clause.

              


      

    

    


    


    
      4     CONDITIONS

    

    


    
      
        	
              	
                4.1 

              	
                 Any
                  of the obligations of Purchaser hereunder is conditional
                  upon:

              


      

    

    


    
      
        	
              	
                (a)

              	
                the
                  Purchaser being satisfied in its sole and absolute discretion with
                  the
                  results of a legal and financial due diligence review to be conducted
                  by
                  it on the Holding Company and the Company (the “Companies”),
                  all such
                  due diligence to be completed by 1 January 2008;
                  

              


      

    

     

    
      
        	
              	
                (b)

              	
                the
                  Purchaser being satisfied (acting reasonably) that either of the
                  Seller or
                  Harmen Breninnkmeijer has either (i) completed or will on the Completion
                  Date complete a capital raising for $5,000,000 or (ii) has obtained
                  irrevocable commitments from parties to subscribe for $15,000,000
                  on a
                  capital raising to occur within 6 months of the Completion Date
                  provided
                  always that the Purchaser agrees that in the event that the Seller
                  waives
                  the condition at clause 4.4(b), the Purchaser is deemed to have
                  waived
                  this condition; 

              


      

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    


     

    
      
        	
              	
                (c)

              	
                if
                  required, the relevant stock exchange, government and securities
                  authority
                  and regulator in the United States granting listing of the PACT
                  Shares to
                  be issued herein; 

              


      

    

     

    
      
        	
              	
                (d)

              	
                a
                  resolution at a meeting or unanimous written consent of the Directors
                  of
                  PACT approving this Agreement, the purchase of the Sale Shares,
                  the
                  issuance of the Escrow Shares, the implementation of the transactions
                  contemplated hereunder and all other matters incidental hereto
                  in
                  accordance with the provisions of PACT’s certificate of incorporation and
                  Bylaws and such rules, regulations and laws in force from time
                  to time in
                  the United States and which apply to PACT;


              


      

    

     

    
      
        	
              	
                (e)

              	
                if
                  required, the shareholders of PACT at a meeting of shareholders
                  approving
                  this Agreement, the purchase of the Sale Shares, the issuance of
                  the
                  Escrow Shares, the implementation of the transactions contemplated
                  hereunder and all other matters incidental hereto in accordance
                  with the
                  provisions of PACT’s certificate of incorporation and Bylaws and such
                  rules, regulations and laws in force from time to time in the United
                  States and which apply to PACT;


              


      

    

    


    
      
        	
              	
                (f)

              	
                all
                  amounts outstanding to either the Seller or Harmen Breninnkmeijer
                  by the
                  Companies have been either repaid by the Companies or otherwise
                  waived by
                  the Seller or Harmen Breninnkmeijer; and


              


      

    

     

    
      
        	
              	
                (g)

              	
                the
                  auditor of the Purchaser and PACT, Kabani & Company, Inc. (“Kabani”) being
                  satisfied
                  at its sole and absolute discretion that the accounts of the Companies
                  can
                  be consolidated into PACT’s audited financial statement, including balance
                  sheet and income statements in accordance with the US GAAP.
                  

              


      

    

     

    
      
        	
              	
                4.2 

              	
                 The
                  Seller and the Companies undertake to disclose in writing to the
                  Purchaser
                  anything which will or is reasonably likely to prevent any of the
                  conditions from being satisfied at or prior to the Completion Date,
                  as
                  applicable, immediately upon the Seller and/or the Companies becoming
                  aware of such a situation.

              


      

    

    


    
      
        	
              	
                4.3.1

              	
                From
                  the date of this Agreement until the Completion Date, except for
                  the
                  transactions described herein or otherwise with the prior written
                  consent
                  of the Purchaser:

              


      

    

    


    
      
        	
              	
                (i) 

              	
                 The
                  Warrantor warrants and undertakes that it will cause the Companies
                  to:

              


      

    

    


    
      	
            	
              (a) 

            	
              conduct
                its Business in the ordinary course and consistent with past
                practices;

            


    

    


    
      	
            	
              (b) 

            	
              use
                its best efforts to maintain in full force and effect the existence
                of the
                Companies;

            


    

    


    
      
        	
              	
                (c)

              	
                promptly
                  and timely prepare and file any financial reports and franchise
                  tax
                  returns and pay all taxes and assessments, if any, required to
                  maintain
                  the existence of the Companies;


              


      

    

    


    
      
        	
              	
                (d)

              	
                keep
                  records in which true and correct entries will be made of all material
                  transactions by and with the Companies;


              


      

    

    


    
      
        	
              	
                (e)

              	
                duly
                  observe all material requirements of governmental authorities unless
                  contested in good faith by appropriate proceedings with the consent
                  of the
                  Purchaser; 

              


      

    

    


    
      
        	
              	
                (f)

              	
                promptly
                  pay and discharge, or cause to be paid and discharged, when due
                  and
                  payable, all lawful taxes, assessments and governmental charges
                  or levies
                  imposed upon the income, profits, property or business of the Companies
                  unless contested in good faith by appropriate proceedings with
                  the consent
                  of the Purchaser; 

              


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    


    
      	
               

            	
              (g)

            	
              at
                all times comply with the provisions of all contracts, agreements
                and
                leases to which the Companies are a party, unless contested in good
                faith
                by appropriate proceedings with the consent of the Purchaser; and
                

            


    

    


    
      	
               

            	
              (h)

            	
              to
                use reasonable endeavors to procure that the key employees of the
                Companies at the date of this Agreement remain and continue as employees
                after completion except in the event of a breach of contract by such
                employee(s); 

            


    

    


    
      
        	
              	
                (ii) 

              	
                The
                  Warrantor warrants and undertakes to cause the Companies not
                  to:

              


      

    

    


    
      	
            	
              (a) 

            	
              modify
                their Memorandum or Articles of Incorporation or
                Bylaws;

            


    

    


    
      	
            	
              (b) 

            	
              cause
                or permit their liquidation or
                dissolution;

            


    

    


    
      
        	
              	
                (c)

              	
                institute,
                  or permit to be instituted against them, any proceeding, which
                  remains
                  un-dismissed for a period of 30 days after the filing thereof,
                  seeking to
                  adjudicate either as bankrupt or insolvent, or seeking liquidation,
                  winding-up, reorganization, arrangement, adjustment, protection,
                  relief or
                  composition of them or their debts under any law relating to bankruptcy,
                  insolvency or reorganization or relief of debtors, or seeking the
                  entry of
                  any order or relief or the appointment of receiver, trustee or
                  other
                  similar official for them or for any substantial part of their
                  property;
                  

              


      

    

    


    
      	
            	
              (d) 

            	
               make
                a general assignment for the benefit of their
                creditors;

            


    

    


    
      
        	
              	
                (e)

              	
                except
                  as agreed in this Agreement, declare or pay any dividend or make
                  any
                  distribution to any of their shareholders;


              


      

    

    


    
      
        	
              	
                (f)

              	
                issue,
                  redeem, sell or dispose of, or create any obligation to issue,
                  redeem,
                  sell or dispose of, any shares of their capital stock (whether
                  authorized
                  but unissued or held in treasury);


              


      

    

    


    
      	
            	
              (g) 

            	
              effect
                any stock split, reclassification or
                combination;

            


    

    


    
      
        	
              	
                (h)

              	
                modify
                  their agreements and other obligations with respect to their long-term
                  indebtedness, including but not limited to their loan agreements,
                  indentures, mortgages, debentures, notes and security agreements
                  provided
                  that the Company shall be permitted to enter into bridging loan
                  agreements
                  in a maximum aggregate amount of $5,000,000


              


      

    

    


    
      
        	
              	
                (i)

              	
                negotiate
                  or enter into an agreement with another party related to the sale
                  of the
                  Companies or provide or agree to provide any information to another
                  party
                  for the purpose of evaluating the possibility of the sale of the
                  Shares,
                  the Companies or any part of their respective businesses to such
                  other
                  party. 

              


      

    

    


    
      
        	
              	
                (iii)

              	
                the
                  Warrantor and the Companies shall procure that the Purchaser, its
                  agents
                  and representatives are given reasonable access to such documents
                  relating
                  to the Companies, as the Purchaser shall request. The Companies
                  will
                  assist the Purchaser’s auditor to complete the audit report of the
                  Companies in accordance with the US
                  GAAP.

              


      

    

    


    
      
        	
              	
                (iv)

              	
                there
                  shall have been no material adverse change in the assets or the
                  business,
                  prospects, financial condition or results of operations of the
                  Companies.

              


      

    

    


    
      
        	
              	
                4.3.2

              	
                The
                  Purchaser shall be entitled to rescind this Agreement by notice
                  in writing
                  to the Seller, the Companies if prior to the Completion Date it
                  appears
                  that any of the Warranties is not or was not true and accurate
                  in any
                  material respects or if there is any material non fulfillment of
                  any of
                  the Warranties which (being capable of remedy) is not remedied
                  prior to
                  the Completion Date. 

              


      

    

    


    
      
        	
              	
                4.4 

              	
                Any
                  of the obligations of Seller hereunder is conditional
                  upon:

              


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    
    

    
      
        	
              	
                (a)

              	
                the
                  Seller being satisfied in its sole and absolute discretion with
                  the
                  results of a legal and financial due diligence review to be conducted
                  by
                  it on the Purchaser and PACT all such due diligence to be completed
                  by 1
                  January 2008; 

              


      

    

     

    
      
        	
              	
                (b)

              	
                the
                  Seller being satisfied (acting reasonably) that either of it or
                  Harmen
                  Breninnkmeijer has either (i) completed or will on the Completion
                  Date
                  complete a capital raising for $5,000,000 or (ii) obtained irrevocable
                  commitments from parties to subscribe for $15,000,000 on a capital
                  raising
                  to occur within 6 months of the Completion Date;
                  

              


      

    

     

    
      
        	
              	
                (c)

              	
                the
                  Seller is satisfied with evidence provided by the Purchaser that
                  PACT has
                  met the Hearing Review Councils requirements to cancel/remove the
                  NASDAQ
                  Listing Qualifications Panel (NLQP) de-listing order.
                  

              


      

    

     

    
      
        	
              	
                (d)

              	
                the
                  Purchaser would enter into the ESA with Harmen Breninnkmeijer upon
                  mutually agreed terms and conditions;


              


      

    

     

    
      
        	
              	
                (e)

              	
                PACT
                  shall have taken all necessary steps under its by-laws, and shall
                  have
                  received the approval of its Nominating Committee, if necessary,
                  to
                  provide for Seller to nominate the Seller and one reputable independent
                  director to the PACT board of directors;


              


      

    

     

    
      
        	
              	
                4.5

              	
                The
                  Purchaser undertakes to disclose in writing to the Seller anything
                  which
                  will or is reasonably likely to prevent any of the conditions from
                  being
                  satisfied at or prior to the Completion Date, as applicable, as
                  soon as
                  practicable upon becoming aware of such a
                  situation.

              


      

    

     

    
      
        
          	
                	
                  4.6

                	
                  Until
                    the Completion Date, the Purchaser shall procure that the Warrantor
                    and
                    the Companies, its agents and representatives are given reasonable
                    access
                    to such documents relating to the Companies, as the Seller shall
                    request.
                    The Purchaser will assist the Seller’s auditor to complete the audit
                    report of the Companies in accordance with US
                    GAAP.

                


        

      

    

    


    
      
        
          	
                	
                  4.7

                	
                  The
                    Seller shall be entitled to rescind this Agreement by notice
                    in writing to
                    the Purchaser if prior to Completion it appears that any of the
                    Warranties
                    is not or was not true and accurate in any material respect or
                    if there is
                    any material non-fulfillment of any of the Warranties which (being
                    capable
                    of remedy) is not remedied prior to
                    Completion.

                


        

      

    

    


    
      
        
          	
                	
                  5

                	
                  COMPLETION

                


        

      

    

    


    
      
        	
              	
                5.1

              	
                Subject
                  to the terms of this Agreement and subject to the approval of the
                  board of
                  directors of the Purchaser, the Completion of the transactions
                  contemplated by this Agreement, shall take place pursuant to this
                  clause
                  at the offices of the Purchaser's Legal Counsel on the Completion
                  Date.
                  

              


      

    

    


    
      	
            	
              5.2 

            	
              Upon
                Completion the Seller, the Company, and the Holding Company shall
                deliver
                to the Purchaser:

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    


    
      
        	
              	
                 (a)

              	
                duly
                  completed and signed transfers of the Sale Shares by the Seller
                  in favor
                  of the Purchaser or as it may direct together with the relative
                  bought/sold notes and share certificates;


              


      

    

     

    
      
        	
              	
                 (b)

              	
                duly
                  completed, executed and validly issued share certificates of the
                  Sale
                  Shares in favor of the Purchaser or as it may direct;
                  

              


      

    

     

    
      
        	
              	
                (c)

              	
                certified
                  true copies of the minutes of meetings of the Company and the Holding
                  Company’s board of directors and shareholders approving the transfer,
                  assignment and allotment of the Sale Shares to the Purchaser;
                  

              


      

    

     

    
      
        	
              	
                (d)

              	
                certified
                  true copies of the minutes of meetings of the Company and the Holding
                  Company’s board of directors and shareholders approving this Agreement
                  and
                  all matters herein contemplated and the transfer and assignment
                  of its
                  Sale Shares to the Purchaser; and


              


      

    

     

    
      
        	
              	
                (e)

              	
                the
                  executed ESA; 

              


      

    

     

    
      
        	
              	
                5.3

              	
                Upon
                  Completion the Purchaser shall deliver to the Seller and the Holding
                  Company a copy of resolutions of the board of directors of the
                  Purchaser
                  approving this Agreement, the ESA and other documents necessary
                  for the
                  purpose of effecting this transaction and authorizing a person
                  or persons
                  to execute the same (with seal, where appropriate) for and on its
                  behalf.
                  The Purchaser shall issue to the Purchaser the share certificates
                  for the
                  Escrow Shares issued pursuant to clause 3.4.1 as soon as possible
                  but in
                  any event, within 20 working days of the Completion Date.
                  

              


      

    

    


    
      
        
          	
                	
                  6 

                	
                   REPRESENTATIONS,
                    WARRANTIES AND
                    UNDERTAKINGS

                


        

      

    

    


    
      
        	
              	
                6.1.1

              	
                Representations
                  and Warranties.
                  The Company, Holding Company, the Seller, and the Warrantor,
                  severally represent, warrant and undertake to the Purchaser (to
                  the extent
                  that the provisions of this clause shall continue to have full
                  force and
                  effect notwithstanding completion, and shall survive for one year
                  thereafter and any Claim in respect of the Warranties must be brought
                  by
                  the Purchaser within 12 months of the Purchaser first becoming
                  aware of
                  the circumstances leading to such Claim) that:


              


      

    

    


    
      
        	
              	
                (a)

              	
                each
                  of the representations and warranties are true and accurate in
                  all
                  respects and not misleading at the date of this Agreement and will
                  continue to be true and accurate in all respects and not misleading
                  up to
                  and including the Completion Date;


              


      

    

    


    
      
        	
              	
                (b)

              	
                the
                  Companies and the Seller have and will have full power and authority
                  to
                  enter into and perform this Agreement which constitute or when
                  executed
                  will constitute binding obligations on them in accordance with
                  their
                  respective terms;

              


      

    

    


    
      
        	
              	
                (c)

              	
                the
                  Sale Shares constitute 100 percent of the entire issued and allotted
                  capital of the Holding Company, , on a fully diluted
                  basis,

              


      

    

    


    
      
        	
              	
                (d)

              	
                the
                  Holding Company owns 100 percent of the entire issued and allotted
                  capital
                  of the Company on a fully diluted basis, free from any
                  encumbrance;

              


      

    

    


    
      
        	
              	
                (e)

              	
                there
                  have been no options, warrants, pledges, bonds or any instrument
                  or
                  agreement of the like whatsoever granted to any third party by
                  the Seller
                  in favor of any third party in respect of any shares in the Holding
                  Company without the prior agreement of the
                  Purchaser;

              


      

    

    


    
      
        	
              	
                (f)

              	
                there
                  have been no options, warrants, pledges, bonds or any instrument
                  or
                  agreement of the like whatsoever granted to any third party by
                  the Holding
                  Company in favor of any third party in respect of any shares in
                  the
                  Company without the prior agreement of the
                  Purchaser;

              


      

    

    


    
      
        	
              	
                (g)

              	
                there
                  is and at Completion will be no pledge, lien or other encumbrance
                  on, over
                  or affecting the Sale Shares and there is and at completion will
                  be no
                  agreement or arrangement to give or create any such encumbrance
                  and no
                  claim has been or will be made by any person to be entitled to
                  any of the
                  foregoing with respect to the Sale Shares, or the shares of the
                  Company
                  without the prior agreement of the
                  Purchaser;

              


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    


    


    
      
        	
              	
                (h)

              	
                the
                  Seller is the 100% beneficial owner of the shares in the Holding
                  Company
                  free from any encumbrance, the Seller has, and as of the Completion
                  Date
                  will have, full legal and beneficial ownership over the Sale Shares,
                  and
                  is entitled to transfer the Sale Shares to the Purchaser on the
                  terms of
                  this Agreement without the consent of any third
                  party;

              


      

    

    


    
      
        	
              	
                (i)

              	
                the
                  Seller is an “accredited investor” as defined pursuant to Regulation D of
                  the Securities Act of 1933, as amended. The Seller acknowledges
                  that the
                  Escrow Shares have not been registered and are “restricted securities,”
                  and there is no agreement between the Seller and PACT to register
                  the
                  Escrow Shares;

              


      

    

    


    
      
        	
              	
                (j)

              	
                the
                  Company listed in Part I of Schedule 2 are all the present subsidiaries
                  of
                  the Holding Company;

              


      

    

    


    
      
        	
              	
                (k)

              	
                the
                  information in Schedule 2 and Schedule 6 (List of games and products
                  and
                  related software, patents and trademarks) relating to the Companies
                  is
                  true and accurate in all
                  respects;

              


      

    

    


    
      
        	
              	
                (l)

              	
                the
                  list of third party loans taken by the Company and liens over the
                  Intellectual Property of the Company is true and accurate in all
                  respects
                  and the related documents in Schedule 5 are true and accurate copies
                  of
                  the same; and

              


      

    

    


    
      
        	
              	
                (m)

              	
                each
                  of the Companies are duly incorporated and validly existing in
                  its
                  relevant jurisdiction of
                  incorporation.

              


      

    

    


    
      
        	
              	
                6.1.2

              	
                The
                  Purchaser and PACT jointly and severally, represent, warrant and
                  undertake
                  to the Seller (to the extent that the provisions of this clause
                  shall
                  continue to have full force and effect notwithstanding Completion,
                  and
                  shall survive for one year thereafter and any Claim must be bought
                  by the
                  Seller within 6 months of the Seller first becoming aware of the
                  circumstances leading to such Claim) that the Purchaser and PACT
                  have and
                  will have full power and authority to enter into and perform this
                  Agreement (including the issue of the Escrow Shares) which constitute
                  or
                  when executed will constitute binding obligations on them in accordance
                  with their respective terms. 

              


      

    

    


    
      	
            	
              6.2 

            	
              Undertakings

            


    

    


    Each
      of
      the Companies will implement all the necessary financial control procedures,
      certification and representation letters, as required by PACT’s management,
      audit committee, independent auditor, the US SEC, and the USA, Hong Kong,China,
      and their respective governments.

    


    
      	
              7.  

            	
              RESTRICTIONS

            


    

     

    
      
        	
              	
                7.1

              	
                The
                  Companies, the Seller, and the Warrantor further severally undertake
                  to
                  the Purchaser that after the Completion Date:


              


      

    

     

    
      
        	
              	
                (a)

              	
                they
                  will not at any time hereafter make use of or disclose or divulge
                  to any
                  person other than to officers or employees of the Group and/or
                  PACT and
                  companies within the PACT group companies whose province it is
                  to know the
                  same or for the purposes of carrying on the Business of the Company,
                  any
                  information relating to the Companies or the subsidiaries other
                  than any
                  information properly available to the public or disclosed or divulged
                  pursuant to an order of a court of competent jurisdiction or as
                  required
                  pursuant to any applicable law or regulation and the Seller and
                  the
                  Holding Company undertake further that they shall not use any advantages
                  derivable from such confidential information for their business
                  or affairs
                  unless agreed otherwise by the Purchaser;


              


      

    

    


    
      
        	
              	
                (b)

              	
                they
                  will not at any time hereafter in relation to any trade, business
                  or
                  company use a name, or internet domain name including the word
                  or symbol,
                  or logo design Octavian and PacificNet,
                  or any
                  similar word and symbol in such a way as to be capable of or likely
                  to be
                  confused with the name of the Company and shall use all reasonable
                  endeavors to procure that no such name shall be used by any person,
                  firm
                  or company with which it is/they are connected provided that the
                  Company
                  and its subsidiaries shall be entitled to use the name "Octavian"
                  for the
                  purposes of carrying out the Business;


              


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    


     

    
      
        	
              	
                (c)

              	
                they
                  will procure that their subsidiaries, holding company (where applicable)
                  and any other affiliated companies and their employees will observe
                  the
                  restrictions contained in this Clause 7;


              


      

    

     

    
      
        	
              	
                (d)

              	
                they
                  shall not do anything which is reasonably likely to prejudice the
                  goodwill
                  of the Companies or their subsidiaries.


              


      

    

    


    
      
        	
              	
                7.2

              	
                The
                  Holding Company undertakes that it will not, without the prior
                  written
                  consent of the Purchaser, for a period of 3 years after Completion:
                  

              


      

    

    


    
      
        	
              	
                (a)

              	
                carry
                  on or be engaged or interested directly or indirectly in any business
                  which shall be in competition within Greater China and the USA
                  with the
                  Business of the Company or its subsidiaries as carried on at the
                  Completion Date; 

              


      

    

    


    
      
        	
              	
                (b)

              	
                solicit
                  or entice or endeavor to solicit or entice away from the Company
                  or its
                  subsidiaries, any employee, officer, manager or consultant of the
                  Company
                  or its subsidiaries; or 

              


      

    

    


    
      
        	
              	
                (c)

              	
                deal
                  with, canvass, solicit or approach or cause to be dealt with, canvassed,
                  solicited or approached for business in competition with the Business
                  carried on by the Company or its subsidiaries at Completion, any
                  person
                  who is or was in the previous 12 months, a customer, supplier or
                  client of
                  the Company or its subsidiaries.


              


      

    

    


    
      
        	
              	
                7.3

              	
                Each
                  and every obligation under this clause shall be treated as a separate
                  obligation and shall be severally enforceable as such and in the
                  event of
                  any obligation or obligations being or becoming unenforceable in
                  whole or
                  in part, such part or parts as are unenforceable shall be deleted
                  from
                  this clause and any such deletion shall not affect the enforceability
                  of
                  all such parts of this clause as remain not so deleted.
                  

              


      

    

    


    
      
        	
              	
                7.4

              	
                The
                  restrictions contained in this clause 7 are considered reasonable
                  by the
                  parties but in the event that any such restriction shall be found
                  to be
                  void but would be valid if some part thereof were deleted or the
                  area of
                  operation or the period of application reduced such restriction
                  shall
                  apply with such modification as may be necessary to make it valid
                  and
                  effective. 

              


      

    

    


    
      	
            	
              7.5 

            	
              Nothing
                in this Clause 7 shall apply to:

            


    

    


    
      
        	
              	
                (a) 

              	
                the
                  direct or indirect holding of any securities listed on a recognized
                  stock
                  exchange where the total voting rights exercisable at general meetings
                  of
                  the company concerned as represented by such holding do not exceed
                  10 per
                  cent of the total voting rights attaching to the securities of
                  the same
                  class as that held by the Companies, the Seller, and the Warrantor;
                  or

              


      

    

    


    
      
        	
              	
                (b) 

              	
                the
                  holding by the Companies, the Seller, and the Warrantor of any
                  securities
                  of any member of the Group;
                  or

              


      

    

    


    
      
        	
              	
                (c) 

              	
                the
                  use or disclosure of any information which can be shown by Seller
                  to be in
                  the public domain (otherwise than in consequence of any breach
                  by any of
                  the Companies, the Seller, and the Warrantor of any provisions
                  of this
                  Agreement); or

              


      

    

    


    
      
        	
              	
                (d) 

              	
                the
                  carrying out of services pursuant to the ESA (and any subsequent
                  such
                  agreement); or

              


      

    

    


    
      
        	
              	
                (e) 

              	
                the
                  Company and its subsidiaries carrying on the
                  Business.

              


      

    

    


    
      
        	
                8.

              	
                 

              	
                BOARD
                  OF DIRECTORS, OPERATION AND MANAGEMENT


              


      

    

    


    
      
        	
              	
                (a) 

              	
                 The
                  board of directors of each of the Companies shall be the highest
                  authority
                  of their respective Companies and shall determine all major issues
                  of the
                  respective Companies, subject to applicable
                  law.

              


      

    

    


    
      
        	
              	
                (b) 

              	
                 The
                  board of directors of the Company will consist of Harmen Brenninkmeijer,
                  Tony Tong and Victor Tong.

              


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    


    
      
        	
              	
                (c) 

              	
                 The
                  boards of directors shall meet at least once every quarter.  A
                  Board meeting may be called by any
                  director.

              


      

    

    


    
      
        	
              	
                (d)

              	
                Each
                  of the Companies shall establish an operation and management structure
                  to
                  be responsible for the daily operation and management of the respective
                  Companies. The board of directors of the Company shall appoint
                  officers of
                  each of the Companies that shall include one (1) General Manager,
                  one (1)
                  Vice General Manager, and one Chief Financial Officer. The appointment
                  of
                  the Chief Financial Officer shall be subject to the approval of
                  the
                  Seller. 

              


      

    

    


    
      
        	
              	
                (e)

              	
                The
                  task of the General Manager shall be to carry out the various resolutions
                  of the board of directors of the respective Companies and organize
                  and
                  direct the daily operation and management of the respective Company.
                  The
                  operation and management structure may consist of certain departments,
                  the
                  managers for which shall be responsible for the work of the relevant
                  departments, handle matters delegated by the General Manager and
                  the Vice
                  General Manager, and report to the General Manager and the Vice
                  General
                  Manager. 

              


      

    

    


    
      
        	
              	
                (f)

              	
                In
                  the event of grave or serious dereliction of duty, the General
                  Manager,
                  the Vice General Manager, and the Chief Financial Officer may be
                  removed
                  and replaced by the board of directors of the respective Companies
                  with a
                  resolution at any time. 

              


      

    

    


    
      
        	
              	
                (g)

              	
                For
                  so long as he serves as the Chief Executive Officer of the Company,
                  the
                  Seller warrants that he shall use all reasonable endeavours to
                  ensure that
                  the PACT Company-wide Accounting,
                  Financial and Internal Control Policies and Standard Procedures
                  (Schedule
                  4) and any related or additional SEC regulations on Internal Control
                  (eg.
                  SEC’s Sarbanes-Oxley Act) will be followed and implemented:
                  

              


      

    

    


    
      
        	
              	
                (i)

              	
                The
                  Company and Seller, hereby jointly agree to and accept the following
                  PacificNet Member Company Financial Accounting Monthly Reporting
                  and
                  Internal Control Requirements, and agree to all the PacificNet
                  financial
                  accounting and internal control requirements in accordance with
                  the terms
                  and conditions outlined in the PacificNet Accounting Policy, Code
                  of
                  Conducts and Code of Ethics. The Seller agrees to perform to his
                  best
                  capability to fulfill all the job duties as listed in the above
                  requirement list. Seller agrees to abide by PacificNet’s monthly reporting
                  requirements, and Seller agrees to use all reasonable endeavours
                  to
                  provide all the required information according to PacificNet’s Member
                  Company Financial Accounting Monthly Reporting And Internal Control
                  Requirements, as outlined in (h) to (t) below:


              


      

    

    


    
      
        	
              	
                (ii) 

              	
                 PacificNet
                  Member Company Financial Accounting Monthly Reporting And
                  Internal  Control Requirements, and Standard Operation
                  Procedures:  (DocID:ACCT-050001)

              


      

    

    


    
      
        	
              	
                (h)

              	
                Balance
                  Sheet, including detailed list of assets (*Required monthly, within
                  15
                  days after the end of each month)


              


      

    

    


    
      
        	
              	
                (i) 

              	
                Detailed
                  Profit & Loss Account (P&L) for the month and
                  year-to-date.  Must include the MD&A section (MANAGEMENT'S
                  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION). (*Required monthly,
                  within
                  15 days after the end of each month) Management must discuss and
                  analyze
                  the financial results.  The Companies shall, in this MD&A
                  section, report how they are performing compared to last quarter,
                  tax
                  issues, etc. Must include Related party transactions (RPT), and
                  Management's Discussion and
                  Analysis.

              


      

    

    


    
      
        	
              	
                (j)

              	
                Cash
                  Flow Statement for the month, and year-to-date (*Required monthly,
                  within
                  15 days after the end of each month)


              


      

    

    


    
      
        	
              	
                (k) 

              	
                Bank
                  statements as for the month, and corresponding bank reconciliation
                  statements (*Required monthly, within 15 days after the end of
                  each month)
                  (* Must provide certified true copy of original
                  statements)

              


      

    

    


    
      
        	
              	
                (l) 

              	
                Detailed
                  breakdown of Accounts Receivable (AR) and Accounts Payable (AP),
                  AR aging
                  reports and net of allowance for doubtful accounts, and consider
                  whether
                  any provision required.  (*Required monthly, within 15 days
                  after the end of each month)

              


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    


    
      
        	
              	
                (m) 

              	
                Material
                  Contracts, Sales Agreements, Invoices, Purchase Orders, Legal Disputes
                  or
                  Lawsuits, Tenancy agreements, Labor Issues, Tax Issues.  Any
                  necessary schedules and documents.  (*Required monthly, within
                  15 days after the end of each month) (* Must provide certified
                  true copy
                  of original documents)

              


      

    

    


    
      
        	
              	
                (n) 

              	
                Updated
                  Company Group Chart, including all subsidiaries, affiliates, joint
                  ventures, and related party companies, % ownership, list of shareholders,
                  directors and officers.   Report of equity movement (number
                  of shares, options, warrants, any new issuance and transfer) for
                  each
                  member company.  (*Required monthly, within 15 days after the
                  end of each month)

              


      

    

    


    
      
        	
              	
                (o) 

              	
                Minutes
                  of shareholders' and directors' meeting for each subsidiary and
                  affiliated
                  companies. Each company must hold a minimum of one Board of Directors
                  meeting per quarter to review the quarterly financial reports before
                  submitting to PacificNet Inc. for consolidation and auditors reviews.
                  (*Required quarterly, within 15 days after the end of each
                  quarter)

              


      

    

    


    
      
        	
              	
                (p) 

              	
                Revenue/Profit
                  forecast for the current and next quarter, and for the whole
                  year.  (*Required quarterly, within 15 days after the end of
                  each quarter.  Must provide immediate update, revision if the
                  Companies see an important change in the
                  forecast.)

              


      

    

    


    
      
        	
              	
                (q) 

              	
                Human
                  Resources (HR) report:  must provide complete staff directory
                  (including consultants, contractors and part-time employees), name,
                  title,
                  job function/description, compensation (including salary, bonus,
                  benefits,
                  reimbursement, stock and options), telephone, mobile, instant message
                  (MSN, SkypeID), job function, etc.  Updated Employee Directory
                  and HR Company Organization Chart.  (*Required monthly, within
                  15 days after the end of each
                  month)

              


      

    

    


    
      
        	
              	
                (r) 

              	
                Important
                  Business Development News, Press Releases, Events Announcements,
                  Media
                  Coverage

              


      

    

    


    
      
        	
              	
                (s) 

              	
                Implementation
                  of PacificNet Company-wide Standard Financial Accounting
                  Software:   agree to implement PACT company wide, standard
                  financial accounting software, intranet, VPN and office automation
                  (OA)
                  systems as required by
                  PacificNet.

              


      

    

    


    
      
        	
              	
                (t) 

              	
                Adoption
                  and proper display of PacificNet corporate identity, standard trade
                  name,
                  brand name, company name, symbol and signage, domain name, logo
                  and
                  trademark on all company facilities, printed materials, media coverage,
                  press releases, business cards and web sites as required by
                  PacificNet.

              


      

    

    


    


    
      9.    INDEMNITY
        

    

    


    The
      Seller will indemnify and will keep indemnified and save harmless the Purchaser
      (for itself and as trustee for the Companies) from and against any and all
      losses, claims, damages (including lost profits, consequential damages,
      interest, penalties, fines and monetary sanctions) liabilities and costs
      incurred or suffered by the Purchaser by reason of, resulting from, in
      connection with, or arising in any manner whatsoever out of the breach of any
      Warranties or covenants or the inaccuracy of any representation of the Seller
      or
      the Warrantor contained in this Agreement including, but not limited to, any
      diminution in the value of the assets of and any payment made or required to
      be
      made by the Purchaser or the Companies or any subsidiary and any costs and
      expenses incurred as a result of such breach provided that the indemnity
      contained in this clause 9 shall be without prejudice to any other rights and
      remedies available to the Purchaser hereunder, at law or in equity.

    


    10.       
      COSTS

    


    The
      costs
      incurred by each party in relation to due diligence including auditing and
      valuation appraisal costs, fairness opinion letter, legal costs, and expenses
      and other incidental costs and disbursements in relation to negotiations leading
      up to the purchase of the Sale Shares and to the preparation, execution and
      carrying into effect of this Agreement shall be borne by the party incurring
      the
      same..  The Company will pay the auditor of the Purchaser and PACT,
      Kabani & Company, Inc. (“Kabani”), one-third of the
      audit cost for the full audit of the Company's financials on each of the 10th
      day, 40th day, and 70th day after the Completion Date.  The Seller and
      the Company undertake to cooperate and assist Kabani and the Purchaser and
      PACT
      to complete and file the audit report in an 8-K form to be filed with the US
      SEC
      within 70 days after the Completion Date.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    11.       
      COMPLETE
      AGREEMENT

    


    This
      Agreement represents the entire and complete agreement between the parties
      in
      relation to the subject matter hereof and supersedes any previous agreement
      whether written or oral in relation thereto.  No variations to this
      Agreement shall be effective unless made or confirmed in writing and signed
      by
      all the parties hereto.

    


    12.       
      SEVERABILITY

    


    In
      the
      event that any provision of this Agreement is held to be unenforceable, illegal
      or invalid by any court of competent jurisdiction, the validity, legality or
      enforceability of the remaining provisions shall not be affected nor shall
      any
      subsequent application of such provisions be affected. In lieu of any such
      invalid, illegal or unenforceable provision, the parties hereto intend that
      there shall be added as part of this Agreement a provision as similar in terms
      to such invalid, illegal or unenforceable provision as may be possible and
      be
      valid, legal and enforceable.

    


    13.       
      COUNTERPARTS

    


    This
      Agreement may be executed in counterparts with the same force and effect as
      if
      executed on a single document and all such counterparts shall constitute one
      and
      the same instrument.

    


    14.        
      NOTICES

    


    Any
      notice required to be given under this Agreement shall be sufficiently given
      if
      delivered in person, forwarded by registered post or sent by overnight
      international couriers or facsimile transmission to the relevant party at its
      address, or fax number set out below (or such other address as the addressee
      has
      by five days prior written notice specified to the other parties):

    


    To
      the Purchaser:

    Attn:               Victor
      Tong, President

    Floor
      23rd, Tower A,
      TimeCourt,

    No.6
      Shuguangxili,

    Chaoyang
      District Beijing,

    China.

    


    To
      the Company, the
      Holding Company, the Seller, and the Warrantor:

    Attn:                   
      Mr. Harmen Brenninkmeijer

    Octavian
      International Limited

    Address:
      Bury House, 1-3 Bury Street, Guildford,

    Surrey,
      GU2 4 AW

    United
      Kingdom

    


    Alternative
      Address:        No.1 Theofilous Georgiades,
      Agios Athanasios, Limassol, Cyprus

    


    
      16.        
        SETTLEMENT
        OF DISPUTES

    

    


    
      
        	
              	
                16.1 

              	
                 The
                  formation of this Agreement and its schedules, appendices and related
                  agreements, and the validity, interpretation, performance and settlement
                  of disputes thereof shall be governed by the laws of the Hong Kong
                  SAR.

              


      

    

    
      
        	
              	
                16.2 

              	
                 Any
                  disputes arising out of or in connection with this Agreement shall
                  be
                  resolved through friendly consultations by the Parties; if no agreement
                  can be reached through consultations within thirty (30) days after
                  the
                  occurrence of such dispute, either Party shall have the right to
                  submit
                  such dispute to the International Economic and Trade Arbitration
                  Commission Hong Kong Branch for arbitration in Hong Kong in accordance
                  with its procedures of arbitration.  The arbitral award shall be
                  final and binding upon both
                  Parties.

              


      

    

     

     

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    


    17.        
      GOVERNING LAW AND JURISDICTION

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      Hong
      Kong.  The parties hereto hereby irrevocably submit to the
      non-exclusive jurisdiction of the courts of Hong Kong.

    


     

     

     

     

     

     

     

    
 

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, each of
      the Purchaser, the Holding Company, the Company and the Seller have duly
      executed, or has caused to be duly executed by their respective officers
      thereunto duly authorized, this Agreement as of the date first written
      above.

    


    


    THE
      PURCHASER:  PACIFICNET GAMES INTERNATIONAL CORPORATION 

    
      	
              By:

            	
              /s/
                Victor Tong         
                

            
	
              Name:

            	
              Victor
                Tong

            
	
              Title:

            	
              President

            


    

    


    


    THE
      COMPANY: OCTAVIAN INTERNATIONAL LIMITED

    
      	
              
              

              By:

            	
              
              

              /s/
                Harmen Breninnkmeijer       
                

            
	
              Name:

            	
              Harmen
                Breninnkmeijer

            
	
              Title:

            	 


    

    


    


    THE
      HOLDING COMPANY: EMPEROR HOLDINGS LIMITED

    


    
      	
              
              

              By:

            	
              
              

              /s/
                Harmen Breninnkmeijer      
                

            
	
              Name:

            	
              Harmen
                Breninnkmeijer

            
	
              Title:

            	
              Director

            


    

    


    


    THE
      SELLER AND WARRANTOR: ZIRIA ENTERPRISES LIMITED

    


    
      	
              
              

              By:

            	
              
              

              /s/
                Harmen Breninnkmeijer      

            
	
              Name:

            	
              Harmen
                Breninnkmeijer

            
	
              Title:

            	
              Director

            


    

    


    


    PACIFICNET
      INC.

    
      	
              By:

            	
              /s/
                Victor
                Tong                       
                

            
	
              Name:

            	
              Victor
                Tong

            
	
              Title:

            	
              President

            


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      1

    


    PART
      I: THE COMPANY
      SHAREHOLDERS AND SHARES

    


    Company
      Name:  Octavian International
      Limited

     

    
      	
              Name
                of Shareholder (1)

            	
              Percentage
                of Shares held by the Shareholder

            
	
                            Emperor
                Holdings
                Limited

            	
              100%

            


    

    


    


    PART
      II: THE HOLDING COMPANY
      SHAREHOLDERS AND SHARES

    


    Company
      Name:   Emperor
      Holdings Limited

    


    
      	
              Name
                of Shareholder (1)

            	
              Number
                of Shares held by the Shareholder

            
	
              Ziria
                Enterprises Limited

            	
              2

            


    

    


    


    PART
      III:                      
THE SALE
      SHARES

    


    Sale
      Shares: 2  
      ordinary shares of the Holding Company

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    


    


    SCHEDULE
      2

    Group
      Companies

    Part
      1                      
Members of the Group

    


    
      	
              
              

              Name
                of Group Company

              
              

            	
              
              

              Place
                of Incorporation

              
              

            	
              
              

              Company
                Number

              
              

            	
              
              

              Registered
                Office

              
              

            
	
              
              

              Casino
                Amusement Technology Supplies Limited

              
              

            	
              
              

              United
                Kingdom

              
              

            	
              
              

              04871087

              
              

            	
              
              

              19
                – 20 Bourne Court

              Southend
                Road

              Woodford
                Green

              Essex
                1G8 8HD

              United
                Kingdom

              
              

            
	
              
              

              Octavian
                International (Europe) Limited

              
              

            	
              
              

              United
                Kingdom

              
              

            	
              
              

              05854626

              
              

            	
              
              

              Bury
                House

              1-3
                Bury Street

              Guildford

              Surrey
                GU2 4AW

              
              

            
	
              
              

              Octavian
                International Limited

              
              

            	
              
              

              United
                Kingdom

              
              

            	
              
              

              4185988

              
              

            	
              
              

              19
                – 20 Bourne Court

              Southend
                Road

              Woodford
                Green

              Essex
                1G8 8HD

              United
                Kingdom

              
              

            
	
              
              

              Octavian
                International (Latin America) Limited

              
              

            	
              
              

              United
                Kingdom

              
              

            	
              
              

              05854627

              
              

            	
              
              

              Bury
                House

              1-3
                Bury Street

              Guildford

              Surrey
                GU2 4AW

              
              

            
	
              
              

              Octavian
                Latin America S A

              
              

            	
              
              

              Columbia

              
              

            	
              
              

              830083714-7

              
              

            	
              
              

              Cra.
                9A No 99-02

              Office
                803

              Bogota

              Colombia

              
              

            
	
              
              

              Octavian
                Italy S.R.L.

              
              

            	
              
              

              Italy

              
              

            	
              
              

              03521410237

              
              

            	
              
              

              Via
                della Valverde 87

              37100
                Verona

              Italy

              
              

            
	
              
              

              Argelink
                S.A.

              
              

            	
              
              

              Argentina

              
              

            	
              
              

              N/A

              
              

            	
              
              

              Tte.Gral.
                Peron  932

              Piso
                1

              1038
                Capital Federal

              Argentina

              
              

            
	
              
              

              ISHIR
                Octavian Technologies Private Limited

              
              

            	
              
              

              India

              
              

            	
              
              

              N/A

              
              

            	
              
              

              21-B/1,
                Friends Colony (West)

              New
                Delhi 110065

              India

              
              

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    Part
      2                      
Capital Structure of Group

    


    
      	
              
              

              Name
                of Group Company

              
              

            	
              
              

              Casino
                Amusement Technology Supplies Limited

              
              

            
	
              
              

              Issued
                Share Capital

              
              

            	
              
              

              1,000
                fully paid ordinary shares

              
              

            
	
              
              

              Shares
                Held by Company

              
              

            	
              
              

              100%
                of the issued capital

              
              

            
	
              
              

              Other
                Shareholders and number of Shares Held

              
              

            	
              
              

              Nil

              
              

            
	
              
              

              Other
                Securities on Issue

              
              

            	
              
              

              Nil

              
              

            
	 	 
	
              
              

              Name
                of Group Company

              
              

            	
              
              

              Octavian
                International Limited

              
              

            
	
              
              

              Issued
                Share Capital

              
              

            	
              
              

              1,020
                fully paid ordinary shares

              
              

            
	
              
              

              Shares
                Held by Company

              
              

            	
              
              

              100%
                of the issued capital

              
              

            
	
              
              

              Other
                Shareholders and number of Shares Held

              
              

            	
              
              

              Nil

              
              

            
	
              
              

              Other
                Securities on Issue

              
              

            	
              
              

              Nil

              
              

            
	 	 
	
              
              

              Name
                of Group Company

              
              

            	
              
              

              Octavian
                International (Europe) Limited

              
              

            
	
              
              

              Issued
                Share Capital

              
              

            	
              
              

              1,000
                fully paid ordinary shares

              
              

            
	
              
              

              Shares
                Held by Company

              
              

            	
              
              

              100%
                of the issued capital

              
              

            
	
              
              

              Other
                Shareholders and number of Shares Held

              
              

            	
              
              

              Nil

              
              

            
	
              
              

              Other
                Securities on Issue

              
              

            	
              
              

              Nil

              
              

            
	 	 
	
              
              

              Name
                of Group Company

              
              

            	
              
                Octavian
                  International (Latin America) Limited

                 

                
                

              

              
              

            
	
              
              

              Issued
                Share Capital

              
              

            	
              
                1,000
                  fully paid ordinary shares

                 

                
                

              

              
              

            
	
              Shares
                Held by Company

            	
              
                100%
                  of the issued capital

                 

                
                

              

              
              

            
	
              
              

              Other
                Shareholders and number of Shares Held

              
              

            	
              
                Nil

                 

                
                

              

              
              

            
	
              
              

              Other
                Securities on Issue

              
              

            	
              
                Nil

                 

                
                

              

              
              

            
	 	
              
                 

                 

                
                

              

              
              

            
	
              
              

              Name
                of Group Company

              
              

            	
              
                Octavian
                  Latin America S A

                 

                
                

              

              
              

            
	
              
              

              Issued
                Share Capital

              
              

            	
              
                2,000
                  ordinary shares paid to COL$50,000 and unpaid to COL$50,000
                  each

                 

                
                

              

              
              

            
	
              
              

              Name
                of Group Company

              
              

            	
              
                Schedule
                  25 ISHIR
                  Octavian Technologies Private Limited

                 

                
                

              

              
              

            
	
              
              

              Issued
                Share Capital

              
              

            	
              
                Schedule
                  26 50,000
                  fully paid equity shares of 10 Rupees each

                 

                
                

              

              
              

            
	
              Shares
                Held by Company

            	
              
                Schedule
                  27 74.9%
                  of the issued capital,
                  being 37,450 fully paidequity
                  shares of 10 Rupees
                  each

                 

                
                

              

              
              

            
	
              
              

              Other
                Shareholders and number of Shares Held

              
              

            	
              
                Schedule
                  28 ISHIR
                  Infotech Private Limited - 12,550 fully paid equity shares of 10
                  Rupees
                  each

                 

                
                

              

              
              

            
	
              
              

              Other
                Securities on Issue

              
              

            	
              
                Schedule
                  29 Nil

                 

                
                

              

              
              

            


    

    


     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Shares
                Held by Company

            	
              
                89.7%
                  of the issued capital, being 1,794 partly paid ordinary
                  shares

                 

                
                

              

              
              

            
	
              
              

              Other
                Shareholders and number of Shares Held

              
              

            	
              
                Jose
                  Antonio Paternosto L – 200 partly paid ordinary shares

                 

                Federico
                  Botero Giraldo – 2 partly paid ordinary shares

                Jorge
                  Diaz Cardenas – 2 partly paid ordinary shares

                Javier
                  Zarate Lara – 2 partly paid ordinary shares

                
                

              

              
              

            
	
              
              

              Other
                Securities on Issue

              
              

            	
              
                Nil

                 

                
                

              

              
              

            
	 	
              
                 

                 

                
                

              

              
              

            
	
              
              

              Name
                of Group Company

              
              

            	
              
                Octavian
                  Italy S.R.L.

                 

                
                

              

              
              

            
	
              
              

              Issued
                Share Capital

              
              

            	
              
                Euro
                  50,000 (issued and fully paid)

                 

                
                

              

              
              

            
	
              Shares
                Held by Company

            	
              
                50%
                  of the issued capital, being one quota with a nominal value of
                  Euro
                  25,000

                 

                
                

              

              
              

            
	
              
              

              Other
                Shareholders and number of Shares Held

              
              

            	
              
                Euro
                  Gruppo Giochi S.R.L – one quota with a nominal value of Euro
                  25,000

                 

                
                

              

              
              

            
	
              
              

              Other
                Securities on Issue

              
              

            	
              
                Nil

                 

                
                

              

              
              

            
	 	
              
                 

                 

                
                

              

              
              

            
	
              
              

              Name
                of Group Company

              
              

            	
              
                Argelink
                  S.A.

                 

                
                

              

              
              

            
	
              
              

              Issued
                Share Capital

              
              

            	
              
                12,000
                  fully paid ordinary shares

                 

                
                

              

              
              

            
	
              Shares
                Held by Company

            	
              
                50%
                  of the issued capital, being 6,000 fully paid ordinary shares

                 

                
                

              

              
              

            
	
              
              

              Other
                Shareholders and number of Shares Held

              
              

            	
              
                Mediciones
                  Urbanas S.A. – 6,000 fully paid ordinary shares

                 

                
                

              

              
              

            
	
              
              

              Other
                Securities on Issue

              
              

            	
              
                Nil

                 

                
                

              

              
              

            
	 	
              
                 

                 

                
                

              

              
              

            
	
              
              

              Name
                of Group Company

              
              

            	
              
                ISHIR
                  Octavian Technologies Private Limited

                 

                
                

              

              
              

            
	
              
              

              Issued
                Share Capital

              
              

            	
              
                50,000
                  fully paid equity shares of 10 Rupees each

                 

                
                

              

              
              

            
	
              Shares
                Held by Company

            	
              
                74.9%
                  of the issued capital,
                  being 37,450 fully paidequity
                  shares of 10 Rupees
                  each

                 

                
                

              

              
              

            
	
              
              

              Other
                Shareholders and number of Shares Held

              
              

            	
              
                ISHIR
                  Infotech Private Limited - 12,550 fully paid equity shares of 10
                  Rupees
                  each

                 

                
                

              

              
              

            
	
              
              

              Other
                Securities on Issue

              
              

            	
              
                Nil

                 

                
                

              

              
              

            


      
 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Part
      3                      
Officers

    


    
      	
              
              

              Name
                of Group Company

              
              

            	
              
              

              Octavian
                International Limited

              
              

            
	
              
              

              Directors

              
              

            	
              
              

              Harmen
                Brenninkmeijer

              Hans
                Zeidler

            
	
              
              

              Secretary

              
              

            	
              
              

              Jacob
                Katz (in process of being replaced)

              
              

            
	
              
              

              Auditor

              
              

            	
              
              

              Grant
                Thornton UK LLP

              
              

            
	 	 
	
              
              

              Name
                of Group Company

              
              

            	
              
              

              Casino
                Amusement Technology Supplies Limited

              
              

            
	
              
              

              Directors

              
              

            	
              
              

              Harmen
                Brenninkmeijer

              Hans
                Zeidler

              Joel
                Katz (in process of being replaced)

              
              

            
	
              
              

              Secretary

              
              

            	
              
              

              FS
                Secretarial Limited

              
              

            
	
              
              

              Auditor

              
              

            	
              
              

              Grant
                Thornton UK LLP

              
              

            
	 	 
	
              
              

              Name
                of Group Company

              
              

            	
              
              

              Octavian
                International (Europe) Limited

              
              

            
	
              
              

              Directors

              
              

            	
              
              

              Hans
                Zeidler

              
              

            
	
              
              

              Secretary

              
              

            	
              
              

              Bruce
                Smith

              
              

            
	
              
              

              Auditor

              
              

            	
              
              

              Grant
                Thornton UK LLP

              
              

            
	 	 
	
              
              

              Name
                of Group Company

              
              

            	
              
              

              Octavian
                International (Latin America) Limited

              
              

            
	
              
              

              Directors

              
              

            	
              
              

              Hans
                Zeidler

              
              

            
	
              
              

              Secretary

              
              

            	
              
              

              Bruce
                Smith

              
              

            
	
              
              

              Auditor

              
              

            	
              
              

              Grant
                Thornton UK LLP

              
              

            
	 	 
	
              
              

              Name
                of Group Company

              
              

            	
              
              

              Octavian
                Latin America S A

              
              

            
	
              
              

              Directors

              
              

            	
              
              

              Federico
                Botero Giraldo

              
              

            
	
              
              

              Secretary

              
              

            	
              
              

              July
                Torres

              
              

            
	
              
              

              Auditor

              
              

            	
              
              

              Myriam
                H De Campo

              
              

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	 	 
	
              
              

              Name
                of Group Company

              
              

            	
              
              

              Octavian
                Italy S.R.L.

              
              

            
	
              
              

              Directors

              
              

            	
              
              

              Mauro
                Crivellente

              
              

            
	
              
              

              Secretary

              
              

            	
              
              

              EGG
                personnel

              
              

            
	
              
              

              Auditor

              
              

            	
              
              

              Not
                required as to small under Italian civil codes

              
              

            
	 	 
	
              
              

              Name
                of Group Company

              
              

            	
              
              

              Argelink
                S.A.

              
              

            
	
              
              

              Directors

              
              

            	
              
              

              Fabian
                Luis Grous

              Paternostro
                Jose Antonio

              
              

            
	
              
              

              Secretary

              
              

            	
              
              

              Norma
                Ubhaches

              
              

            
	
              
              

              Auditor

              
              

            	
              
              

              Raul
                Orzanco

              
              

            
	 	 
	
              
              

              Name
                of Group Company

              
              

            	
              
              

              ISHIR
                Octavian Technologies Private Limited

              
              

            
	
              
              

              Directors

              
              

            	
              
              

              Sidharth
                Swarup

              Rishi
                Khanna

              Alistair
                Trond Borthwick

              Colin
                John McRae

              
              

              
              

            
	
              
              

              Secretary

              
              

            	
              
              

              Not
                yet appointed

              
              

            
	
              
              

              Auditor

              
              

            	
              
              

              Dewan
                P.N. Chopra

              
              

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    


    SCHEDULE
      3

     

    CONFIDENTIALITY,
      NON-COMPETITION, AND NON-CIRCUMVENTION AGREEMENT

     

    Dated
      this    th
      day of         .

     

    
      	
               

            	
              Company
                Name: 

            


    

    
      	
               

            	
              Company
                Address: 

            


    

    


    This
      Confidentiality and Non-Circumvent Agreement (hereby referred to as the
      Agreement) is made effective on the abovementioned date (the Effective Date)
      between the abovementioned Companies and Pacificnet Games International
      Corporation and PacificNet Inc., with an office located at Floor 23rd,
      Tower
      A, TimeCourt, No.6 Shuguangxili, Chaoyang District Beijing, China. (hereby
      know
      as the Parties).

    


    Confidentiality

    It
      is
      agreed and Understood that PacificNet own certain confidential and proprietary
      information that the Company, from time to time, may need or may have acquired
      in order to explore business or investment opportunity of mutual
      interest.

     

    Confidential
      Information means any information and/or material which is proprietary to
      PacificNet, whether or not owned or developed by PacificNet, which is not
      generally know other than by PacificNet, and which either Party may obtain
      through any direct or indirect contact with the other Party. Confidential
      Information will be conspicuously identified when, or soon after, it is
      originally disclosed, as “Confidential” or “Proprietary”.

     

    Confidential
      Information includes without limitation, business records and plans, customer
      and partner lists, investor and investee lists, bank and lending lists, trade
      secrets, pricing structures, business sources, computer programs, 

    names
      and
      expertise of employees and consultant and other technical, business, financial,
      customer and product development plans, forecasts, strategies and information.
      Confidential information does not include: matters of public knowledge;
      information rightfully received by the Company from a third Party without a
      duty
      of confidentiality; information independently developed by either Party;
      information disclosed by operation of law; information disclosed by PacificNet
      with the prior written consent of the Company; and any other information that
      PacificNet agrees in writing is not confidential.

     

    The
      Company understands and acknowledges that Confidential Information has been
      developed or obtained by PacificNet by the investment of significant time,
      effort and expense, and that the Confidential Information is a valuable, special
      and unique asset of the respective Parties.  Therefore, the Company
      agree to hold in confidence and not to disclose the Confidential Information
      to
      any person, employee or entity [including their affiliates, subsidiaries,
      stockholders, partners, trading partners and other associated organizations
      (herein referred to as affiliates)][BRACKETS?] without the prior written consent
      of the other Party that owns the Confidential Information for a period of three
      (3) years from the Effective Date hereof unless Parties enter into a
      Relationship, [NEED TO DEFINE] in which case, this Agreement remains in effect
      for the term of the partnering agreement and after the termination of said
      partnering agreement or when all Confidential Information has been returned
      to
      its owner, whichever occur first.

     

    Immediately
      upon the earlier of (i) the written request of the disclosing party or (ii)
      the
      termination of this Agreement, the receiving party will return to the disclosing
      party all Confidential Information of the disclosing party and all documents
      or
      media containing any such Confidential Information and any and all copies or
      extracts thereof, which remain the property of the disclosing party at all
      times.

    


    Non-Circumvention

    Both
      Parties agree that neither Party shall circumvent the other Party with regards
      to any transaction resulting from the disclosure of Confidential Information
      from one Party to the other Party. Specifically, but without limitation, the
      Company will not approach PacificNet’s business partner(s), potential
      investor(s) and investee(s) in circumvention of PacificNet.  Each
      Party undertake not to directly contact deal with transact Business with or
      otherwise be involved with any Corporation, Partnership, Proprietorship, Trust,
      Individual, Affiliate, or other Entity introduced by either Party without the
      specific written permission of the Introducing Party.  In the event of
      circumvention of this agreement by either party, directly or indirectly, the
      circumvented party shall be entitled to legal monetary penalty equal to the
      maximum potential investment return and service it should realize from such
      a
      transaction plus any and all expenses, including, but nut limited to, all legal
      costs and expenses to recover the lost revenue.

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


     

    General
      Provisions

    This
      Agreement sets forth the entire understanding of the Parties regarding
      confidentiality and non-circumvention.  Any amendments must be in
      writing and signed by both Parties.  Each Party shall take reasonable
      steps to ensure that their Employees, Agents, Representatives, Officers,
      Independent Contractors Shareholders, Principals, Affiliates, and other Third
      Parties– also – abide by the provisions of this Agreement.  This
      Agreement shall not be assignable by either Party, and neither Party may
      delegate its duties under this Agreement, without prior written consent of
      the
      other Party.  This Agreement shall remain in effect until canceled in
      writing by both Parties. This agreement creates no obligation to purchase,
      sell,
      develop, research or disclose anything. It grants no license or right to use
      proprietary technology. It creates no agency or partnership. This agreement
      is
      governed by Minnesota and the US law. Injunctive relief can be granted for
      any
      breach of the agreement, as money damages would not cure the harm from the
      breach. It supersedes all prior nondisclosure or similar agreements between
      the
      parties as to the Proprietary Information disclosed after the Effective
      Date.  It binds the parties, their heirs, successors, subsidiaries,
      associates, affiliates, and assignees. Any controversy or claim arising out
      of
      this Agreement, which could not be settled amicably between the Parties
      themselves, shall be decided by arbitration in accordance with the International
      Chamber of Commerce (ICC) Rules of Arbitration and the Non-Circumvention and
      Non-Disclosure Laws and Provisions, in the nearest Regional ICC Court of
      Administration.  In any proceedings to interpret or enforce the
      agreement, the prevailing party shall receive from the other party costs and
      reasonable attorney fees, including costs and fees incurred in preparation
      therefore and on appeal therefrom.

    


    THE
      PURCHASER:  Company A   and PacificNet
      Inc.

     

    
      	
              By:

            	_______________________________________
	
              Name:

            	
              Victor
                Tong

            
	
              Title:

            	
              President

            


    

    


    The
      COMPANY: 

    
      	
              
              

              By:

            	_________________________________________ 
	
              Name:

            	 
	
              Title: