Unassociated Document


    


    


    


    DATED 
      20 June, 2007

    
 

    EBET
      LIMITED

    


     

    -
      and -


    


    OCTAVIAN
      INTERNATIONAL LIMITED

    


    
 

    _________________

    


    LOAN
      AGREEMENT

    


    __________________

    


    


    


    


    
 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Loan Agreement dated 20 June, 2007 is made between:

     

    
      	
              (1)

            	
              eBet
                Limited
                (ACN 056 210 778) of Unit 13, 112-118 Talavera Road, Macquarie Park
                NSW
                2113, Australia ("Lender");
                and

            


    

    


    
      	
              (2)

            	
              Octavian
                International Limited,
                incorporated in the United Kingdom and having Company No. 04185988,
                of
                Bury House, 1-3 Bury Street Guildford Surrey GU2 4AW United Kingdom
                ("Borrower").

            


    

     

    RECITALS

    


    
      	
              A.

            	
              The
                Lender has obtained a AUS$5 million bridging loan cash advance facility
                from MFS Causeway, under a loan agreement entered into on or before
                the
                date of this document.

            


    

    


    
      	
              B.

            	
              The
                Borrower reviewed and approved the terms and conditions of that loan
                agreement prior to it being entered
                into.

            


    

    


    
      	
              C.

            	
              The
                Lender has agreed to advance to the Borrower, from the proceeds of
                the MFS
                Causeway Loan, and the Borrower has agreed to borrow and repay, the
                Loan
                on the terms and conditions set out
                below.

            


    

    


    IT
      IS AGREED AS FOLLOWS:

    


    
      	
              1.

            	
              Definitions
                and Interpretation

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    In
      this
      Agreement:

    


    
      	
            	ACP	
              means
                the software developed by the Borrower commonly known as “Accounting,
                Control and Progressive System” which provides all the required processes
                to run route slot operations including machine meter collection,
                collation, accounting, cashless, play tracking, bonussing, multiple
                progressive, data visualisation, asset logs, full asset control,
                Wide Area
                Progressives (WAP) (centrally controlled) and flexible reporting
                with
                remote .net access;

            


      	 	 	 


      	 	Borrower
              Intellectual Property Rights	
              means
                any and all Intellectual Property Rights owned by the Borrower which
                relate to the Maverick and/or Borrower Source
                Code;

            


      	 	
            	 


      	 	Borrower
              Source Code	
              means
                the source code for (i) the ACP (ii) all software embedded within
                the
                Maverick and (iii) the Maverick Games;

            


      	 	
            	 


      	 	Business
              Day	
              means
                any day other than (i) a Saturday or a Sunday or (ii) a day which
                is a
                public or bank holiday in England or (iii) a day banking institutions
                in
                London are required to be closed;

            


      	 	 	 


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
      	
            	Charge	
              means
                the deed of charge dated the same date as this Agreement between
                the
                Borrower and the Lender relating to the charge by the Borrower of
                the
                Borrower Intellectual Property Rights in favour of the Lender for
                the
                purpose of this Agreement;

            


      	 	 	 


      	 	Drawdown
              Date	has
              the meaning given in clause 0;


      	 	 	 


      	 	Drawdown
              Notice	means
              a notice substantially in the form set out in Schedule
              1;


      	 	 	 


      	 	Encumbrance	means
              any mortgage, charge, or other security
              interest;


      	 	 	 


      	 	Escrow
              Agreement	
              means
                the agreement dated the same date as this Agreement between the Borrower,
                the Lender and the Escrow Agent relating to the depositing and holding
                of
                the Borrower Source Code with the Escrow Agent for the purpose of
                this
                Agreement;

            


      	 	 	 


      	 	Escrow
              Agent	means
              Assurex Escrow Pty Ltd;


      	 	 	 


      	 	Event
              of Default	
              means
                any of the events specified in clause 0,
                and any of the events specified as an Event of Default in the Charge.
                

            


      	 	 	 


      	 	Interest	has
              the meaning given in clause 0;


      	 	 	 


      	 	Interest
              Rate	means:
              


    

     

    
      
        	 	
                (a)

              	
                during
                  the period from the first Drawdown Date to the date 3 months after
                  that
                  date, 13% (thirteen per cent) per annum;
                  and

              


      

      


      
        	 	
                (b)

              	
                during
                  each successive month following that date, the Interest Rate applicable
                  to
                  the immediately preceding period plus an amount of 0.5% per
                  annum.

              


      

       

    

    
      	 	
              Facility

            	means
              the loan facility provided for in this
              Agreement;


    

    
      	 	 	 


    

    
      	 	Facility
              Period	
              means
                the period starting on the date of this Agreement and ending on the
                first
                to occur of the date on which the MFS Causeway Loan is required to
                be
                repaid, and 31st
                December 2007;

            


    

    
      	 	 	 


    

    
      	 	Finance
              Document	means:


    

     

    
      	
            	(a)	
              this
                Agreement; 

            


    

    


    
      	
            	(b)	
              the
                Charge;

            


    

    


    
      	
            	(c)	
              the
                Escrow Agreement; and

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
            	(d)	
              any
                document or agreement entered into or given under any of the
                above;

            


    

     

    
      	 	Intellectual
              Property Rights	
              means
                patents, trade marks, service marks, trade names, design rights,
                database
                rights, copyrights (including copyright in software), rights in inventions
                and topography rights whether or not registered, including all
                applications and rights to apply for registration throughout the
                world and
                for the duration of the rights;

            


      	 	 	 


      	 	Loan	means
              the amount loaned or to be loaned to the Borrower pursuant to clause
              2.1;


      	 	 	 


      	
            	Maverick	
              means
                the
                flat pack game kit commonly known as “Maverick” developed by the Borrower,
                including any and all modifications thereto and all Maverick
                Games;

            


      	 	 	 


      	 	Maverick
              Games	means
              all games developed by the Borrower for use on a
              Maverick;


      	 	 	 


      	 	MFS
              Causeway	means
              MFS Causeway Financial Services Pty Limited ACN 108 248 782 of Sydney,
              Australia;


      	 	 	 


      	 	MFS
              Causeway Loan	means
              the loan provided by MFS Causeway to the Lender, under the MFS Causeway
              Loan Agreement. 


      	 	 	 


      	 	MFS
              Causeway Loan Agreement	means
              the document which comprises Schedule 3 of this Agreement.
              


    

     

    
      	
              1.2

            	
              Interpretation

            


    

     

    
      	
              1.2.1

            	
              Headings
                are for ease of reference only and shall not affect the construction
                of
                this Agreement.

            


    

     

    
      	
              1.2.2

            	
              References
                to the Lender, the Borrower or any other person include their respective
                successors, permitted assigns and successors in
                title.

            


    

     

    
      	
              1.2.3

            	
              Reference
                to any agreement or instrument shall be to such agreement or instrument
                as
                may from time to time be amended, varied, novated, supplemented or
                substituted.

            


    

     

    
      	
              1.2.4

            	
              References
                to legislation include any statute, bye-law, regulation, rule, subordinate
                or delegated legislation or order; and reference to any legislation
                is to
                such legislation as amended, modified or consolidated from time to
                time at
                the date of this Agreement and to any legislation replacing it or
                made
                under it and in force at the date of this
                Agreement.

            


    

     

    
      	
              2.

            	
              Facility
                and Purpose

            


    

     

    
      	
              2.1

            	
              Facility

            


    

     

    Subject
      to the terms of this Agreement, the Lender agrees to make available to the
      Borrower under this Facility, in accordance with clause 3, a total amount of
      AUS$2.5 million. 


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      


      
        	
                2.2

              	
                Purpose

              


      

    

         

    The
      Loan
      may be used by the Borrower for any purpose in connection with the carrying
      on
      of its business, but must not be used to make shareholder loans or
      distributions.

     

    
      	
              2.3

            	
              Application
                

            


    

     

    The
      Borrower must advise the Lender in due course of the manner in which the
      Borrower has used the Loan. 

    


    
      	2.4	
              MFS
                Causeway Loan

            


    

    


    The
      liability of the Lender to advance the whole or any part of the Loan to the
      Borrower is limited to the amount(s) received by it at the relevant time from
      MFS Causeway under the MFS Causeway Loan Agreement. 

    


    
      	
              3.

            	
              Drawdown

            


    

     

    
      	
              3.1

            	
              Subject
                to the other terms of this Agreement, the Borrower shall provide
                a Drawdown Notice to the Lender not less than 4 Business Days before
                the
                date on which it requires the Loan (“Drawdown
                Date”).

            


    

     

    
      	
              3.2

            	
              Subject
                to this Agreement, the Lender will on the Drawdown Date disburse
                the Loan
                (less an establishment fee amounting to 2% of the Loan) in the same
                funds
                as received by it from MFS Causeway, to the account which is specified
                by
                the Borrower in a duly completed Drawdown Notice.
                

            


    

     

    
      	
              3.3

            	
              The
                Borrower must pay to the Lender monthly in arrears a facility fee
                equal to
                2% per annum of the undrawn amount of the
                Facility.

            


    

     

    
      	
              3.4

            	
              The
                parties acknowledge and confirm their intention that a further A$1.5m
                will
                be made available by the Lender from the proceeds of a drawdown under
                the
                MFS Causeway Loan Agreement, to facilitate the production of Maverick
                Flatpack game kits under a Flatpack Sale and Distribution Agreement
                for
                Latin America between the parties dated 26 January, 2007. The parties
                agree not to give the notice referred to in clause 12.1(b) of that
                agreement during 2007. 

            


    

     

    
      	
              4.

            	
              Repayment
                and Prepayment

            


    

     

    
      	
              4.1

            	
              Interest
                shall accrue from day to day on the outstanding balance of the Loan
                at the
                applicable Interest Rate ("Interest").
                The Interest shall be paid by the Borrower monthly in arrears to
                an
                account notified by the Lender to the Borrower.
                The Borrower is required to gross-up for interest withholding tax.
                

            


    

     

    
      	
              4.2

            	
              Subject
                to the other provisions of this Agreement, the Loan (together with
                all
                Interest due and unpaid) shall be repaid in full (unless otherwise
                expressly stated) on the earliest of:


            


    

     

    
      	
              4.2.1

            	
              the
                last day of the Facility Period;
                and

            


    

     

    
      	
              4.2.2

            	
              the
                date the written notice of cancellation is provided by the Lender
                in
                accordance with clause 0.

            


    

     

    
      	
              4.3

            	
              The
                Borrower may, by giving the Lender prior written notice, prepay the
                Loan
                at any time in whole or in
                part.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      
      

      
        	
                5.

              	
                Undertakings

              


      

        


    

    The
      Borrower undertakes that during the Facility Period it shall, unless the Lender
      otherwise agrees in writing:

     

    
      	
              5.1

            	
              Ranking
                of claims:
                ensure that at all times its obligations under this Agreement shall
                rank
                ahead of its other present and future unsecured and unsubordinated
                liabilities, other than those which are mandatorily preferred by
                law and
                not by contract; 

            


    

     

    
      	
              5.2

            	
              Security
                interest:
                not without the Lender’s prior written consent, to create any Encumbrance
                to exist over all or any of the Borrower Intellectual Property Rights
                other than in favour of the Lender;
                and

            


    

     

    
      	
              5.3

            	
              Material
                Litigation:
                advise the Lender promptly in writing of any litigation, arbitration,
                or
                administrative proceedings raised or threatened against the Borrower
                in
                respect of the Borrower Intellectual Property Rights which involves
                (or
                would involve if an adverse finding were made in respect thereof)
                a total
                liability (whether actual or contingent) in excess of
                £25,000.

            


    

     

    
      	
              6.

            	
              Borrower
                Intellectual Property
                Rights

            


    

     

    
      	
              6.1

            	
              As
                a continuing security for the payment and discharge of the repayment
                of
                the Loan and Interest under this Agreement, the Borrower has entered
                into
                the Charge.

            


    

     

    
      	
              6.2

            	
              The
                Borrower shall pay all applicable registration and renewal fees
                payable in respect of the Borrower Intellectual Property Rights and
                shall
                not abandon any existing registrations for any Borrower Intellectual
                Property Rights.

            


    

     

    
      	
              6.3

            	
              The
                Borrow shall not for the duration of the Facility
                Period:

            


    

     

    
      	
              6.3.1

            	
              assign
                ownership of any Borrower Intellectual Property Rights to any person
                (other than the Lender); or

            


    

     

    
      	
              6.3.2

            	
              grant
                any licence or sub-licence of any Borrower Intellectual Property
                Rights to
                any person other than in the ordinary course of business;
                or

            


    

     

    
      	
              6.3.3

            	
              create
                any Encumbrance over the Borrower Intellectual Property Rights (other
                than
                as envisaged by this Agreement or otherwise to the Lender).
                

            


    

     

    
      	
              6.4

            	
              Without
                limitation or prejudice to the rights of the Lender under the Charge,
                the
                Lender may, upon the occurrence of an Event of Default, proceed to
                enforce
                the Charge in accordance with its terms and, by written notice to
                the
                Borrower and the Escrow Agent, require the Escrow Agent to release
                the
                Borrower Source Code to the Lender in accordance with the terms of
                the
                Escrow Agreement. For avoidance of doubt, the release of the Borrower
                Source Code to the Lender in accordance with the terms of the Escrow
                Agreement does not, of itself, operate to transfer ownership of the
                Borrower Intellectual Property Rights to the Lender.
                

            


    

     

    
      	
              6.5

            	
              The
                Borrower represents and warrants to the Lender that the Borrower
                Intellectual Property Rights (are and shall remain throughout the
                Facility
                Period) free from any Encumbrances and third party interests, other
                than
                those of the Lender. 

            


    

     

    
      	
              7.

            	
              Events
                of Default and powers following a
                default

            


    

     

    
      	
              7.1

            	
              Events
                of Default

            


    

     

    Each
      of
      the following shall be an Event of Default:


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	7.1.1	
              Non-payment:
                the Borrower defaults in the payment of the Loan or Interest and
                such
                default is not remedied within 5 Business Days after receipt of written
                notice by the Borrower from the Lender requiring such remedy;
                or

            


    

     

    
      	
              7.1.2

            	
              Non-performance:
                without limitation to clause 7.1.1, the Borrower fails to perform
                any of
                its obligations under this Agreement or any other Finance Document
                and
                such failure is not remedied, if capable of remedy, within 15 Business
                Days after receipt of written notice by the Borrower from the Lender
                requiring the breach to be remedied;
                or

            


    

     

    
      	
              7.1.3

            	
              Misrepresentation:
                any warranty, representation or statement by the Borrower is or becomes
                false, misleading or incorrect when made or regarded as made under
                this
                Agreement or under any Finance Document; or


            


    

     

    
      	
              7.1.4

            	
              Insolvency
                procedures:
                any of the following occur: 

            


    

     

    
      	 	
              (a)

            	
              the
                Borrower or any of its related bodies corporate obtain a moratorium
                or
                other protection from its creditors;
                or

            


    

     

    
      	 	
              (b)

            	
              a
                receiver, administrative receiver, liquidator or administrator is
                validly
                appointed in respect of the Borrower or any of its related bodies
                corporate or a substantial part of their assets;
                or

            


    

     

    
      	 	
              (c)

            	
              the
                Borrower or any of its related bodies corporate becomes or is deemed
                to be
                or admits in writing that it is insolvent or unable to pay its debts;
                

            


    

     

    
      	
              7.1.5

            	
              Attachment
                or distress:
                a
                creditor or encumbrancer commencing any formal court proceedings
                in order
                to enforce any security over any claim against the Borrower or any
                of its
                related bodies corporate or a substantial part of their assets and
                such
                process is not discharged within 15 Business Days;
                or

            


    

     

    
      	
              7.1.6

            	
              Cessation
                of business:
                any of the Borrower or any of its related bodies corporate ceases
                to carry
                on its business or (except in the ordinary course of trade) it sells,
                leases, transfers or otherwise disposes of or threatens to dispose
                of all
                or any substantial part of its undertaking or assets
                (other than to the Lender); or

            


    

     

    
      	
              7.1.7

            	
              Entry
                into possession:
                a
                mortgagee enters into possession or disposes of the whole or a substantial
                part of the assets of the Borrower or any of its related bodies corporate;
                or

            


    

     

    
      	
              7.1.8

            	
              Encumbrance:
                any Encumbrance is or becomes enforceable against any substantial
                asset of
                the Borrower or of any of its related bodies corporate;
                or

            


    

     

    
      	
              7.1.9

            	
              Analogous
                process:
                anything analogous to anything referred to in Clauses 7.1.4 to 7.1.8
                inclusive, or which has substantially similar effect, occurs with
                respect
                to the Borrower or any of its related bodies corporate;
                or

            


    

     

    
      	
              7.1.10

            	
              Unenforceability:

            


    

     

    
      	 	
              (a)

            	
              a
                material provision of a Finance Document is illegal, void, voidable
                or
                unenforceable;

            


    

     

    
      	 	
              (b)

            	
              any
                person becomes entitled to terminate, rescind or avoid any material
                provision of any Finance Document, other than due to a breach by
                the
                Lender of the terms of such Finance Document;
                or

            


    

     

    
      	 	
              (c)

            	
              the
                execution, delivery or performance of a Finance Document by the Borrower
                breaches or results in a contravention of any law or
                regulation.

            


    

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	
              7.2

            	
              At
                any time after the occurrence of an Event of Default the Lender,
                upon the
                Lender giving written notice to the
                Borrower:

            


    

     

    
      	
              7.2.1

            	
              may
                cancel the Facility and require the Borrower immediately to repay
                the Loan
                and Interest payable, whereupon the same shall become immediately
                due and
                payable; or

            


    

     

    
      	
              7.2.2

            	
              may
                place the Facility on demand, whereupon the Loan together with accrued
                Interest payable under this Agreement shall become repayable on
                demand.

            


    

     

    Upon
      the
      service of any such notice, the Lender's obligations under this Agreement shall
      be terminated with immediate effect.

    


    
      	
              8.

            	
              Further
                Assurance

            


    

     

    The
      Borrower undertakes to execute such further acts and documents as may reasonably
      be required by the Lender to implement any security contemplated by this
      Agreement.

    


    
      	
              9.

            	
              Notices

            


    

     

    
      	
              9.1

            	
              Any
                notice, communication, consent or agreement given in connection with
                this
                Agreement must be in writing in a letter or fax (but not by
                email).

            


    

     

    
      	
              9.2

            	
              The
                contact details of the parties in all notices in connection with
                this
                Agreement shall be as set out in Schedule 2 or such other address
                as they
                may notify to one another pursuant to the terms of this Agreement
                from
                time to time.

            


    

     

    
      	
              9.3

            	
              Any
                party may change its contact details by giving 5 Business Days' notice
                to
                the other party.

            


    

     

    
      	
              9.4

            	
              Except
                as provided below, any notice in connection with this Agreement will
                be
                deemed to be given as follows:

            


    

     

    
      	
              9.4.1

            	
              if
                delivered in person, at the time of
                delivery;

            


    

     

    
      	
              9.4.2

            	
              if
                posted, 7 days after being deposited in the post, postage prepaid,
                in a
                correctly addressed envelope; and

            


    

     

    
      	
              9.4.3

            	
              if
                by fax, when received in legible
                form,

            


    

     

    but
      email
      is not permitted.

     

    
      	
              9.5

            	
              A
                communication given under clause 9.4 above but received on a day
                which is
                not a Business Day or after 5.00 pm on a Business Day will be deemed
                to be
                given on the next Business Day. 

            


    

     

    
      	
              10.

            	
              Entire
                Agreement

            


    

     

    This
      Agreement sets out the entire agreement between the parties. It supersedes
      any
      previous agreement between them in relation to the subject matter of this
      Agreement. No other term express or implied and no usage, custom or course
      of
      dealing forms part of or affects this Agreement

    


    
      	
              11.

            	
              Severance

            


    

     

    If
      a term
      of this Agreement is or becomes illegal, invalid or unenforceable in any
      jurisdiction, that will not affect:


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    
      	11.1	
              the
                legality, validity or enforceability in that jurisdiction of any
                other
                term of this Agreement; or

            


    

     

    
      	
              11.2

            	
              the
                legality, validity or enforceability in any other jurisdiction of
                that or
                any other term of this Agreement.

            


    

     

    
      	
              12.

            	
              Non-Waiver

            


    

     

    No
      failure by the Lender to exercise and no delay by the Lender in exercising
      any
      right, power or privilege under this Agreement shall operate as a waiver thereof
      nor shall any single or partial exercise of any right, power or privilege
      preclude any other or further exercise thereof or the exercise of any other
      right, power or privilege. The rights and remedies provided in this Agreement
      are cumulative and not exclusive of any rights or remedies provided by
      law.

    


    
      	
              13.

            	
              Time
                of the Essence

            


    

     

    Except
      as
      otherwise provided for in this Agreement, time shall be of the essence as
      regards the times and dates referred to in this Agreement and as regards any
      times and dates which may be substituted for them by agreement between the
      parties.

    


    
      	
              14.

            	
              Counterparts

            


    

     

    This
      Agreement may be executed in any number of counterparts. This has the same
      effect as if the signatures on the counterparts were on a single copy of this
      Agreement.

    


    
      	
              15.

            	
              Contracts
                (Rights of Third Parties) Acts
                1999

            


    

     

    A
      person
      who is not a party to this Agreement has no right under the Contracts (Rights
      of
      Third Parties) Act 1999 (UK) (or any similar legislation in force in another
      jurisdiction) to enforce or enjoy the benefit of any term of this
      Agreement.

    


    
      	
              16.

            	
              Assignment

            


    

     

    This
      Agreement shall benefit and bind the Borrower, the Lender and their respective
      successors and permitted assigns. Neither party may assign or transfer all
      or
      any of its rights without the prior written consent of the other
      party.

    


    
      	
              17.

            	
              Governing
                Law

            


    

     

    
      	
              17.1

            	
              This
                Agreement is governed by New South Wales
                law.

            


    

     

    
      	
              17.2

            	
              The
                New South Wales courts have exclusive jurisdiction to settle any
                dispute
                in connection with this Agreement. The Borrower appoints Johnson
                Winter
                & Slattery of Level 30, 264 George Street, Sydney NSW Australia as
                its
                agent to accept service of process on its behalf.
                

            


    

     

    AS
      WITNESS
      whereof
      this Agreement has been entered into as an Agreement on the date first written
      above.

     

    



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    Schedule
      1

    


    Drawdown
      Notice

    


    


    
      	To:	
              EBET
                LIMITED

            


    

     

    


    June
      ,
      2007

    


    


    Dear
      Sirs

    


    Loan
      Agreement dated June, 2007 (the “Agreement”)

    


    We
      refer
      to the Agreement. Terms defined in the Agreement shall have the same meaning
      in
      this notice.

    


    We
      hereby
      give you notice that we wish to make a drawdown under the
      Agreement.

    


    
      	1.	
              Amount
                of Loan to be drawn down:.

            


    

    


    
      	2.	
              Payment
                instructions:

            


    

    


    Bank:   

    


    Address:  

    


    Sort
      Code:  

    


    Account
      No:  

    


    Drawdown
      Date:  

    
 

    For
      and on behalf of OCTAVIAN INTERNATIONAL LIMITED 


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Octavian
      International Limited

    Incorporated
      in England and Whales

    Company
      No, 04165988

    10-20
      Bourne Court Road

    Unity
      Trading Estate

    Southend
      Road

    Woodford
      Green

    Essex
      AGS
      SHD

     

     

    
      	To:	
              EBET
                LIMITED

            


    

    Unit
      13

    112-118
      Talavera Road

    Macquarie
      Park, N8W 2113

    Australia

    


    June
      19,
      2007

    


    


    Dear
      Sirs

    


    Loan
      Agreement dated 20 June, 2007 (the “Agreement”)

    


    We
      refer
      to the Agreement. Terms defined in the Agreement shall have the same meaning
      in
      this notice.

    


    We
      hereby
      give you notice that we wish to make a drawdown under the
      Agreement.

    


    
      	1.	
              Amount
                of Loan to be drawn down: AUS $2.5
                million.

            


    

    


    
      	2.	
              Payment
                instructions:

            


    

    


    
      	
            	Bank:	
              HSBC
                Bank pic

            


    

    


    
      	
            	Address:	
              31
                Holborn

            


    

    Holborn
      Circus

    London

    EC1N
      2HR

    


    
      	
            	Sort
              Code:	
              400515

            


    

    


    
      	
            	Account
              No:	
              67652470

            


    

    


    
      	
            	Drawdown
              Date:	
              25
                June 2007 

            


    

     

     

     

    For
      and on behalf of OCTAVIAN INTERNATIONAL LIMITED 

     

    /s/
      Harmen Brenninkmeijer

    Harmen
      Brenninkmeijer

     

    CEO


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Octavian
      International Limited

    Incorporated
      in England and Whales

    Company
      No, 04165988

    10-20
      Bourne Court Road

    Unity
      Trading Estate

    Southend
      Road

    Woodford
      Green

    Essex
      AGS
      SHD

     

     

    
      	To:	
              EBET
                LIMITED

            


    

    Unit
      13

    112-118
      Talavera Road

    Macquarie
      Park, N8W 2113

    Australia

    


    July
      23,
      2007

    


    


    Dear
      Sirs

    


    Loan
      Agreement dated June, 2007 (the “Agreement”)

    


    We
      refer
      to the Agreement. Terms defined in the Agreement shall have the same meaning
      in
      this notice.

    


    We
      hereby
      give you notice that we wish to make a drawdown under the
      Agreement.

    


    
      	1.	
              Amount
                of Loan to be drawn down: AUS $1.5
                million.

            


    

    


    
      	2.	
              Payment
                instructions:

            


    

    


    
      	
            	Bank:	
              HSBC
                Bank pic

            


    

    


    
      	
            	Address:	
              31
                Holborn

            


    

    Holborn
      Circus

    London

    EC1N
      2HR

    


    
      	
            	Sort
              Code:	
              400515

            


    

    


    
      	
            	Swift
              address:	
              GBHBEUCA

            


    

    


    
      	
            	Account
              No:	
              67652470

            


    

    


    
      	
            	Drawdown
              Date:	
              July
                26th
                2007 

            


    

     

     

    For
      and on behalf of OCTAVIAN INTERNATIONAL LIMITED 

     

     

    /s/
      Harmen Brenninkmeijer

    Harmen
      Brenninkmeijer

    CEO


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Schedule
      3

     

    MFS
      Causeway Loan Agreement 

     

    


    


    


    


    


    



    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


    


    
      	
              EXECUTED
                as
                an agreement by 

            	
              )

            	/s/ Ian
              James
	
              EBET
                LIMITED in
                accordance with s 127 of the Corporations Act 2001  

            	
              )

            	
              ...................................................................

            
	 	 	
              Director 
                Ian James 

            
	 	 	 
	 	 	
              ..................................................................

            
	 	 	
              director/secretary

            


    

    


     

    


     

     

    


    
      	
              EXECUTED
                as
                an agreement by 

            	
              )

            	
              /s/
                Harmen Brenninkmeijer 

            
	
              OCTAVIAN
                INTERNATIONAL LIMITED 

            	
              )

            	
              ...................................................................

            
	 	 	
              director 
                Harmen Brenninkmeijer

            
	 	 	 
	 	 	
              ..................................................................

            
	 	 	
              witness

            


    

    


    



    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    6
      June
      2007

    


    


    Mr.
      Tony
      Toohey

    CEO
      and
      Managing Director 

    eBet
      Limited

    Unit
      13
      112-118 Talavera Road

    NORTH
      RYDE NSW 2113

    


    


    Dear
      Sir:

    


    
      	Re:	
              A$5.0m
                Bridging Loan Cash Advance
                Facility

            


    

    


    Thank
      you
      for considering MFS Causeway for the provision of up to A$5.0 million bridging
      loan cash advance facility to eBet Limited’s wholly owned subsidiary, eBet
      Gaming Systems Pty Limited.

    


    We
      are
      pleased to submit this non-binding, indicative letter of offer for MFS Causeway
      to provide the proposed facility. This letter replaces our indicative letter
      dated 28 May 2007 which was not accepted and is hereby withdrawn. The revised
      proposed terms and conditions are summarized below, with more detailed
      conditions to be set out in an offer letter, which will be made available to
      you
      once we have form approval:

    


    
      	
              Borrower:

            	
              eBet
                Gaming Systems Pty Limited 

               

            
	
              Lender:

            	
              Funds
                managed by MFS Limited group (specific fund to be determined)

               

            
	
              Guarantors:

            	
              eBet
                Limited (“eBet”) and all Australian subsidiaries, including eBet Gaming
                Systems Pty Limited, Maxi Gaming Pty Limited and eBet Systems Pty
                Limited,
                which together are to represent at least 85% of group EBITDA and
                Total
                Assets.

               

            
	
              Facilities
                and Amount:

            	
              A$5
                million Bridging Loan Cash Advance

               

            
	
              Purpose:

            	
              To
                provide working capital funding to the eBet group including enabling
                eBet
                to manufacture and supply Maverick 1000 machines.

               

              The
                parties agree to investigate the potential structuring and funding
                of
                Maverick 1000 terminals on a medium term basis. eBet will provide
                further
                information on its business plans for the Maverick 1000 to enable
                Causeway
                to put forward a funding proposal for consideration by eBet. 

               

            
	
              Facility
                Term:

            	
              6
                months from closing, with Final Maturity Date no later than 31 December
                2007

               

            
	
              Availability
                Period and Drawings:

            	
              60
                days from closing.

               

              Minimum
                initial drawing of $2 million with subsequent drawings to be for
                minimum
                of $100,000 for minimum of 30 days.

               

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              Pricing:

            	
              Establishment
                Fee
                -
                $100,000, payable $25,000 on acceptance of this indicative letter,
                $25,000
                on Causeway confirming formal approval and balance on closing

               

              Interest
                Rate
                -
                13.0%pa, increasing by 0.5% pa monthly after 3 months from the initial
                drawdown. Interest will be payable monthly in arrears. 

               

              Facility
                Fee
                -
                2.0% pa of the undrawn commitment amount, payable monthly in
                arrears.

               

            
	 	 
	
              Security
                & Documentation:

            	
              Initially
                the Facility will be unsecured, with eBet providing appropriate
                undertakings that:

               

              (1) There
                will be no further debt other than the proposed $12 million Convertible
                Note Facility; 

              (2) Negative
                pledge i.e. no security to be provided to any party other than
                existing security provided to St. George Bank; 

              (3) eBet
                Limited will enter into underwriting agreement (within 30 days unless
                otherwise agreed) with Southern-Cross Equities or other acceptable
                underwriter for raising minimum $10 million in net proceeds from
                the issue
                of Convertible Notes by eBet Limited; 

              (4) If
                the Facility is not repaid within 3 months from closing, then eBet
                and its
                subsidiaries will provide second ranking Fixed & Floating Charge over
                the assets and undertakings of:

              I. eBet
                Limited

              II. eBet
                Gaming Systems Pty Limited

              III. Maxi
                Gaming Pty Limited

              IV. eBet
                Systems Pty Limited; and 

              V. any
                other Australian member of the eBet group now or in future

               

              The
                Facility will be evidenced by documentation to be executed by and
                satisfactory to all parties. Documentation shall include such terms
                and
                conditions usual for transactions of similar nature, including but
                not
                limited to, payments, events of defaults, cross default, representations
                and warranties, undertakings, negative pledge, covenants, conditions
                precedent, conditions subsequent, change of circumstances clauses,
                indemnity, illegality, submission to jurisdiction, waiver of immunity,
                tax
                gross-up, material adverse change clauses, and set off.

               

              All
                legal costs, stamp duties, GST and other out-of-pocket expenses are
                for
                the account of the Borrower. All payments to be made by the Borrower
                shall
                be made free and clear of all present or future taxes, levies or
                duties or
                other deductions.

               

              Standard
                legal due diligence to be undertaken.

               

            


    

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Conditions
                Precedent:

            	
              All
                Conditions Precedent usual for a facility of this nature to be to
                the
                satisfaction of MFS Causeway.

               

            
	
              Condition
                Subsequent:

            	
              eBet
                Limited to enter into signed underwriting agreement regarding the
                Convertible Note issue to raise minimum net proceeds of $10
                million.

               

            
	
              Repayment:
                

            	
              The
                Facility to be repaid on the earlier of receipt of the net proceeds
                of the
                proposed $12 million Convertible Note Issue and Final Maturity, unless
                otherwise agreed with the Lender.

               

              In
                addition, prior to the signing by eBet Limited of the underwriting
                agreement, any amounts received by the eBet group from Octavian in
                payment
                for the Maverick 1000 units funded by this Facility will be on-paid
                to MFS
                in permanent reduction of the Facility outstanding.

               

              Any
                amount outstanding on Final Maturity must be repaid.

               

            
	
              Early
                Repayment:

            	
              Remitted
                at any time. In the event the Loan’s partially or fully drawn and repaid
                within 3 months of initial drawdown, the Borrower will be required
                to top
                up the interest payments such that a minimum of 3 months interest
                in
                aggregate on full loan commitment amount (whether or not drawn) will
                have
                been paid to the Lender.

               

            
	
              Reporting
                Requirements:

            	
              To
                include:

               

              · Unaudited
                Monthly management accounts (within 30 days of month end);

              · Annual
                audited accounts (within 90 days of financial year end)

              · Financial
                covenants as provided to the existing lender

               

            
	
              Governing
                Law:

            	
              New
                South Wales

            
	
              This
                letter is confidential. You may not disclose it to any person other
                than
                your accountants, lawyers and other appropriate advisors and then
                only on
                a confidential basis and in connection with the proposed
                Facility.

               

              As
                part of our due diligence process, eBet agrees to pay us an Upfront
                Fee of
                $25,000 (plus GST). In addition, you will reimburse us on demand
                for any
                out-of-pocket expenses incurred by us, including legal costs and
                GST,
                during the due diligence process. The Upfront Fee is payable on acceptance
                of this indicative letter. MFS Causeway will refund this Up-Front
                Fee only
                if it withdraws from the process or does not approve the proposed
                Facility. The Upfront fee will be offset against the Establishment
                Fee
                referred to above, on closing. 

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      As
        you
        will appreciate, this letter is indicative only and non-binding. Any facilities
        extended will be conditional upon all further due diligence being satisfactory
        to MFS Causeway; no material change in the eBet business (financial or
        otherwise) or prospects of the eBet business; final credit approval; and
        the
        completion and execution of documentation recording the Facilities and
        Securities satisfactory to MFS Causeway.

       

      Kindly
        indicate your acceptance of the terms of this letter by executing and returning
        a copy of this letter, along with a cheque in the amount of the Upfront Fee
        plus
        GST (please make the cheque for $27,500 payable to MFS Administration Pty
        Limited). Upon our receipt, we will schedule any necessary further confirmatory
        due diligence and finalize our credit investigation.

       

      Sparke
        Helmore will be preparing all legal documents on our behalf. Attached is
        a copy
        of e-mail dated 28 May 2007 from Ben Burney, Partner, Sparke Helmore, settling
        out the scope of their work. Based on the assumptions included therein, Sparke
        Helmore has estimated their legal costs at $5,000 to $7,500 (plus GST and
        disbursements). We understand that eBet Limited wants the legal work to commence
        immediately to allow for signing of legal documentation shortly after formal
        approval is received by MFS. By accepting this letter, you accept that eBet
        Limited will reimburse MFS for any legal costs incurred whether or not MFS
        provides the proposed facility - however, if MFS does not obtain approval
        to
        provide the facility, legal costs will be capped at a maximum of
        $7,500.

       

      We
        will
        have no obligation to you under this letter unless you sign and return the
        enclosed copy together with the expense payment by no later than 5pm Wednesday,
        6 June 2007.

       

      Please
        contact us if you have any questions regarding this letter.

       

      Thank
        you
        again for allowing us the opportunity to provide these services to
        you.

    

     

    Yours
      faithfully, 

     

    
      	/s/
              Tim Martin	/s/
              Leo Leslie
	Tim Martin	Leo Leslie
	Managing Director	Head of Credit
	MFS
              Causeway Financial Services	MFS
              Causeway Financial Services


    

     

     

    ACCEPTED
      AND AGREED BY EBET
      LIMITED

     

    
      	
              /s/
                Anthony Toohey

            	/s/
              Ian James
	
              Name:
                Anthony
                Toohey

            	Ian James 
	
              Title:
                CEO
                and Director

            	Non-Executive Director
	
              Date:
                June
                6, 2007

            	June
              6, 2007


    

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Drawdown
      Notice

    


    


    eBet
      Gaming Systems Pty Ltd ABN 50 086 218 831

    


    
      	To:	
              Perpetual
                Nominees Limited ABN 37 000 733 700 (as custodian for the MFS Premium
                Income Fund) (MFS) 

            


    

    


    
      	Address:	
              c/o
                MFS Limited 

            


    

    Level
      5,
      56 Pitt Street

    Royal
      Exchange NSW 1225

    


    
      	Telephone:	
              (02)
                8259 7235

            


    

    


    
      	Facsimile:	
              (02)
                9252 6201

            


    

    


    Facility
      Agreement

    


    We
      refer
      to the facility offer dated 18 June 2007 between Perpetual Nominees Limited
      ABN
      37 000 733 700 (as custodian for the MFS Premium Income Fund) (MFS),
      eBet
      Gaming Systems Pty Ltd ABN 50 086 218 831 (Borrower)
      and
      each entity listed as a Guarantor in that document (the Facility
      Agreement).

    


    Terms
      used in this Drawdown Notice which are defined in the Facility Agreement have,
      unless the context otherwise requires, the same meanings as in the Facility
      Agreement.

    


    
      	 	
              1.

            	
              The
                Borrower requests MFS to make a drawdown under the Facility details
                of
                which appear below:

            


    

    


    Drawdown
      Date: 22nd
      June,
      2007

    Amount:
      A$2,500,000

    Purpose:
      Working capital

    


    
      	 	
              2.

            	
              The
                representations and warranties provided by us under the Facility
                Agreement
                will be true and not misleading (whether by omission or otherwise)
                on the
                Drawdown Date with reference to the facts and circumstances then
                subsisting. 

            


    

    
      	 	
              3.

            	
              No
                default or event of default (however described) has occurred and
                is
                subsisting or will occur as a result of any drawdown or advance of
                the
                Facility being made.

            


    

    
      	 	
              4.

            	
              This
                drawdown is being applied for the purpose stated on page 13 of the
                Facility Agreement (Approved
                Purpose)
                and attached is sufficient evidence to enable MFS to determine that
                the
                drawdown is to be applied for an Approved
                Purpose.

            


    

    
      	 	
              5.

            	
              The
                Borrower directs MFS to pay the net proceeds of the drawdown in the
                following manner:

            


    

    
      	
            	5.1	
              A$27,500
                to MFS Administration Pty, Limited;


            


    

    
      	
            	5.2	
              A$55,000
                to MFS Causeway Financial Services Pty, Limited;
                

            


    

    
      	
            	5.3	
              A$2,417,500
                to Octavian International Limited.

            


    

    
      	 	
              6.

            	
              Payment
                instructions:

            


    

    


    
      	
            	Account:	
              Octavian
                International Limited 

            


    

    


    
      	
            	Bank:	
              HSBC
                Bank plc

            


    

    


    
      	
            	Address:	
              31
                Holborn 

            


    

    Holborn
      Circus

    London

    EC1N
      2HR


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    
      	
            	Sort
              Code:	
              400515

            


    

    


    
      	
            	SWIFT
              Code:	
              MIDLGB
                22

            


    

    


    
      	
            	Account
              No.:	
              67652470

            


    

    


    
      	
            	Drawdown
              Date:	
              22nd
                June, 2007

            


    

     

     

    Dated:
      29th
      June,
      2007

    


    


    For
      and
      on behalf of 

    eBet
      Gaming Systems Pty Ltd

    ABN
      50
      086 218 831 

    By
      its
      authorised representative

     

    
       

      
        	
                
                  ANTHONY
                    PETER TOOHEY

                

              	
                /s/
                  Anthony Toohey

              
	
                
                  Name
                    (print)

                

              	Signature
	 	 
	
                
                  CEO
                    and Managing Director, 

                

              	 
	
                
                  Capacity
                    of signatory

                

              	 


      

       

       

    

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Schedule
      2

    


    Notification
      Details

    


    
      	Borrower:	 


    

     

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

            


    

    Guildford,
      Surrey GU2 4AW UK

    


    
      	Fax:	
              +44
                1483 543 640

            


      	 	 


      	All
              to be marked for the attention of:	Harmen
              Brenninkmeijer/Hans Zeidler


      	
            	 


      	Lender:	 


      	 	 


      	Address: 	Suite
              13, 112-118 Talavera Road, 


      	 	North
              Ryde NSW 2113 Australia


      	 	 


      	Fax:	+
              61 2 8817 4770


      	 	
            


      	All
              to be marked for the attention of:	Anthony
              Toohey