Lilac
                Advisors, LLC

            	
              150
                East 58th
                Street

            
	 	
              28th
                Floor

            
	 	
              New
                York, NY 10155

            


    

    


    April
      24th,
      2008

    


    Mr.
      Harmen Brenninkmeijer 

    Octavian
      International Ltd. 

    Bury
      House

    1-3
      Bury
      Street

    Guildford

    Surrey
      GU2 4A W

    United
      Kingdom

    


    Dear
      Harmen,

    


    This
      letter (this “Agreement”) constitutes the agreement between Octavian
      International Ltd. (the “Company”) and Lilac Advisors, LLC (“Lilac”) regarding a
      potential transaction by the Company. The Company hereby grants Lilac a right
      of
      first offer with respect to any acquisition, sale of assets, consolidation,
      or
      merger by the Company (a “Merger”) with or into a public company (a “Shell”).
      Pursuant to such right of first offer, the Company and Lilac will use their
      respective reasonable best efforts to cause the Company to consummate a Merger
      with or into Spectre Gaming, Inc., a Minnesota corporation (“Spectre”). In the
      event that after using such reasonable best efforts, the parties conclude that
      such a transaction with Spectre will not be in the Company’s best interests,
      then the Company shall have the right to merge with or into a public company
      other than Spectre. The Company agrees that in the event that a Merger with
      or
      into Spectre or any other company, is consummated, and CIBC Oppenheimer &
Co., Thomas Lloyd Capital LLC, or any other financial intermediary introduced
      to
      the Company by Lilac or by Brian Daly (any of such intermediaries referred
      to as
      a “Lilac Banker”) is entitled to any fees in connection with such transaction,
      Lilac, or its designee, shall have an ownership interest in in the resulting
      merged company (“Newco”) on a fully diluted basis equal to the lesser of (i) 13%
      or (ii) the percentage obtained by dividing $2,400,000 by the pre-money value
      ascribed to Newco at the time of its first post-Merger financing. The parties
      presently intend for Newco to raise capital via a “PIPE” financing concurrently
      with or soon after the Merger.

    


    The
      Company further agrees that in the event that the Company does not undertake
      the
      transaction contemplated by the preceding paragraph, but instead within 9 months
      of the date hereof, the Company, or any successor, affiliate or its parent
      company, consummates any other type of transaction or series of transactions
      (“Alternate Transactions”), including but not limited to any mergers or
      acquisitions, licensing transactions with substantial upfront or near term.
      payments, and any debt or equity financings via the public or private markets,
      then Lilac shall be entitled to a fee in the amount of 2.5% of the gross
      proceeds (cash or otherwise) to the Company, from such Alternate Transactions,
      but if and only if any Lilac Banker is entitled to any fees in connection with
      such Alternate Transactions,.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    The
      Company further agrees that in the event it consummates a financing during
      the
      next four months and prior to the aforementioned PIPE transaction, it shall
      allocate not less than $250,000 to Lilac for purposes of (i) satisfying any
      remaining liabilities of Spectre other than Spectre’s senior debt obligations or
      (ii) acquiring a “clean” shell in which to merge the Company. The Company shall
      have the right to approve the use of any amounts so allocated to Lilac, such
      approval not to be unreasonably withheld or delayed.

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to agreements made and to be fully performed
      therein. Any disputes which arise under this Agreement, even after the
      termination of this Agreement, will be heard only in the state or federal courts
      located in the City of New York, State of New York. The parties hereto expressly
      agree to submit themselves to the jurisdiction of the foregoing courts in the
      City of New York, State of New York.

    


    *************************************

    


    In
      acknowledgment that the foregoing correctly sets forth the understanding reached
      by Lilac and the Company, please sign in the space provided below, whereupon
      this letter shall constitute a binding Agreement as of tile date indicated
      above.

    


    Very
      truly yours,

    


    Lilac
      Advisors, LLC

    


    
      	
              By:
                

            	
              /s/
                Brian Daily

            


    

    Name:
      Brian Daily

    Title:
      Manager Partner

    


    Accepted
      and Agreed

    


    Octavian
      International Ltd.

    


    
      	
              By:
                

            	
              /s/
                Harmen Brenninkmeijer

            


    

    Name:
      Harmen Brenninkmeijer

    Title: