CLYDE
      & CO     
      
        

      

    

    


    OCTAVIAN
      INTERNATIONAL LIMITED

    


    and

    


    MR
      OWEN PETER MOFFITT

    


    Service
      Agreement for Director

     

    
      
        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    


    Agreement

    


    Dated 16
      October 2008

    


    Between:

    


    
      	
              (1)

            	
              OCTAVIAN
                INTERNATIONAL LIMITED a
                company registered in England and Wales under number 04185988 which
                is
                trading from Bury House, 1-3 Bury Street, Guildford, Surrey, GU2
                4AW
                (Company);
                and 

            


    

    


    
      	
              (2)

            	
              PETER
                MOFFITT
                of
                5 Carrington Drive, Flaxton, QLD 4560, Australia
                (Executive).

            


    

    


    
      	
              1

            	
              Appointment

            


    

     

    
      	
              1.1

            	
              The
                Company shall employ the Executive as PRESIDENT of the Company and
                appoints the Executive as a Director of the
                Company.

            


    

     

    
      	
              1.2

            	
              The
                Executive warrants that by entering into this Agreement or any other
                arrangements with the Company or Group Company he will not be in
                breach of
                or subject to any express or implied terms of any contract with or
                other
                obligation to any third party binding on the Executive, including
                without
                limitation, any notice period or the provisions of any restrictive
                covenants or confidentiality obligations arising out of any employment
                with any other employer or former
                employer.

            


    

     

    
      	1.3	
              The
                Executive warrants that at the time of entering into this Agreement
                the
                Executive has the right to work in the United Kingdom or believes
                that he
                has the ability to be granted the right to work in the United Kingdom
                and
                the Executive agrees to provide to the Company copies of all relevant
                documents in this respect at the request of the Company. In relation
                to
                this Clause, the Company agrees to sponsor, support and endorse the
                efforts of the Executive in the process of receiving the necessary
                permits
                to allow him to have the right to work in the United Kingdom pursuant
                to
                the position considered in this Agreement. If at any time during
                the
                course of this Agreement the Executive ceases to have or fails to
                achieve
                in a reasonable timeframe the right to work in the United Kingdom
                the
                Company may immediately terminate the Executive’s employment without
                payment of compensation.

            


    

     

    
      	1.4	
              The
                Company reserves the right to appoint any other person to act jointly
                or
                in conjunction with the Executive.

            


    

     

    
      	2	
              Term

            


    

     

    
      	2.1	
              Subject
                to Clause 14.3, the Executive’s employment shall commence on 11 February
                2008 and shall continue unless and until either party gives notice
                to the
                other in accordance with Clause 14.1. No employment with a previous
                employer is deemed to be continuous with the Executive’s employment with
                the Company and as such the Executive’s continuous employment commenced on
                11 February 2008.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	2.2	
                  The
                    Executive’s employment under this Agreement will terminate on the last
                    day
                    of the month in which the Executive shall attain the Company’s retirement
                    age from time to time. This is currently 65
                    years.

                


        

      

    

     

    
      	3	
              Place
                of work

            


    

     

    The
      Executive place of work will be at 1-3 Bury Street, Guildford, Surrey, GU2
      4AW
      or such other place of business as the Company may reasonably require. The
      Executive may be required to work outside the United Kingdom from time to time
      but unless otherwise agreed with the Company the Executive will not be required
      to live outside the United Kingdom.

     

    
      	4	
              Duties
                and powers

            


    

     

    
      	4.1	
              The
                Executive shall:

            


    

     

    
      	 	
              (a)

            	
              faithfully,
                diligently and in good faith exercise such powers and perform such
                duties
                (if any) on behalf of the Company or any Group Company as are consistent
                with the Executive’s position and as may from time to time be assigned to
                the Executive by the Board or anyone else authorised by the Board
                and
                shall not do anything that is harmful to the Company or any Group
                Company;

            


    

     

    
      	 	
              (b)

            	
              exclusively
                devote the whole of the Executive’s time, skill, ability and attention to
                the business of the Company or any Group
                Company;

            


    

     

    
      	 	
              (c)

            	
              expect
                and agree to travel extensively to various business locations, as
                required
                to perform his duties and functions and according to the prescribed
                Company Travel Executive Scheme and according to fair and reasonable
                travelling conditions, as generally guided by the Company’s Travel Policy
                in force at that time and as agreed or approved by the Company
                Board;

            


    

     

    
      	 	
              (d)

            	
              use
                all reasonable endeavours to promote the interests and reputation
                of the
                Company or any Group Company; and

            


    

     

    
      	 	
              (e)

            	
              accept
                any offices or directorships as reasonably required by the Board
                or the
                board of directors of any other Group
                Company.

            


    

     

    
      	
              4.2

            	
              The
                Executive shall, in a timely fashion, give to the Board (in writing
                if so
                requested) all information, advice and explanations as may be required
                in
                connection with matters relating to the Executive’s employment under this
                Agreement or with the business of the Company or and Group Company
                for
                which the Executive shall from time to time be required to work under
                Clause 4.1.

            


    

     

    
      	
              4.3

            	
              The
                Executive shall at all times comply with and shall not cause the
                Company
                or any Group Company to breach or contravene any and all rules,
                regulations and requirement of any regulatory body, or stock exchange,
                code of conduct or statutory provision to which the Executive, the
                Company
                and/or any Group Company is from time to time subject, including,
                without
                limitation, the Financial Services and Markets Act 2000 and any rules,
                regulations or procedures made by the Company and/or and Group Company
                from time to time.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.4

            	
              The
                Executive shall not while employed by the Company without the prior
                written consent of the Board (which shall not be unreasonably withheld)
                either solely or jointly, directly or indirectly, carry on or be
                engaged,
                concerned or interested (whether as shareholder, holder or securities
                or
                otherwise) in any other trade or business including, but not limited
                to,
                carrying on business with the Company’s suppliers or dealers, save that
                nothing in this Clause shall prevent the Executive from holding (with
                prior written consent of the Board which shall not be unreasonably
                delayed
                or withheld) up to three percent (3%) of the issued equity share
                capital
                of any company where those equity shares are listed on a recognized
                investment exchange 9as defined in section 285 of the Financial Services
                and Markets Act 200) or traded on the alternative Investment Market
                of the
                London Stock Exchange. Failure to secure advance permission in accordance
                with this Clause 4.4 may result in summary
                dismissal.

            


    

     

    
      	
              4.5

            	
              The
                Company shall be entitled during the continuance of the Executive’s
                employment to make available the Executive’s services to any other person,
                firm or company whether or not a Group Company for such periods as
                the
                Company reasonably thinks fit and the Executive shall enter into
                such
                agreement (in terms no less favourable than this Agreement) with
                such
                other person, firm or company as the Company may reasonably require
                to
                give full effect to such
                arrangement.

            


    

     

    
      	
              4.6

            	
              The
                Executive will upon becoming aware of the same promptly disclose
                to the
                Board in writing full details of any wrongdoing by any employee or
                director of the Company or any Group Company where that wrongdoing
                is in
                the Executive's reasonable opinion material to that employee or directors
                employment by the relevant company or to the interests or reputation
                of
                the Company or any Group Company.

            


    

     

    
      	
              5

            	
              Directorship

            


    

     

    
      	
              5.1

            	
              Except
                as otherwise stated in this Agreement, the Executive shall not prior
                to
                the termination of this Agreement after being appointed resign or
                be
                subject to retirement by rotation as director of the Company or any
                Group
                Company (unless the Articles of Association of the Company or the
                relevant
                Group Company as amended from time to time so provide). If the provisions
                of this Clause 5.1 and the Articles of Association of the relevant
                company
                conflict, then the Articles of Association shall
                prevail.

            


    

     

    
      	
              5.2

            	
              If
                the Executive shall cease for any reason whatsoever to be a director
                of
                the Company or any Group Company this Agreement shall (unless the
                parties
                otherwise agree in writing) thereupon terminate but if such cessation
                is
                caused by any act or omission of either party without the consent,
                concurrence or complicity of the other such act or omission shall
                be
                deemed a breach of this Agreement and determination of this Agreement
                shall be without prejudice to any claim for damages in respect of
                such
                breach provided that the Executive shall be treated as the party
                in breach
                if the Executive is removed from office in circumstances which justify
                termination under Clause 14.3.

            


    

     

    
      	
              5.3

            	
              On
                termination of this Agreement for whatever reason the Executive shall
                at
                the request of the Company resign forthwith without claim for compensation
                from all offices the Executive holds in the Company and/or any Group
                Company or from any position which the Executive occupies as a trustee
                in
                relation to the business of the Company or any Group Company and
                in the
                event of the Executive failing so to do within 7 days after the making
                of
                such request the Company is hereby irrevocably authorised to appoint
                its
                secretary for the time being as the Executive’s agent in the Executive’s
                name and on the Executive’s behalf to give notice of such resignation and
                to do all other things requisite to give effect
                thereto.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6

            	
              Remuneration

            


    

     

    
      	
              6.1

            	
              The
                Executive’s salary (inclusive of any remuneration received or receivable
                by the Executive in respect of any office or other employment with
                the
                Company or any Group Company) will be $US375.000 per annum, gross
                before
                any deductions required by law and the net amount shall be paid in
                equal
                instalments monthly in arrears on or around the 5th of each
                month.

            


    

     

    
      
        
          	6.2	
                  The
                    Executive agrees that the Company may deduct from the salary
                    or any other
                    sum due to the Executive (including any pay in lieu of notice)
                    any amounts
                    due to the Company including, without limitation, any overpayment
                    of
                    salary, loan or
                    advance.

                


        

      

    

     

    
      
        
          	6.3	
                  The
                    Executive’s salary shall be reviewed annually at the end of the calendar
                    year and any resulting changes will be effective from the following
                    January.

                


        

      

    

     

    
      
        
          	7	
                  Discretionary
                    bonus

                


        

      

    

     

    
      
        
          	7.1	
                  The
                    Company may in its absolute discretion pay the Executive a bonus
                    of such
                    amount, which (for the purposes of example) is expected to be
                    approximately $US60,000 per annum net after the deduction of
                    any taxes or
                    other required deductions, However, this bonus will be at such
                    intervals
                    and subject to such conditions as the Company may in its sale
                    and absolute
                    discretion determine from time to
                    time.

                


        

      

    

     

    
      
        
          	7.2	
                  Any
                    bonus payment to the Executive shall be purely discretionary
                    and shall not
                    form part of the Executive’s contractual remuneration under this
                    Agreement. If the Company makes a bonus payment to the Executive
                    in
                    respect of a particular financial year of the Company (being
                    the period
                    from 1 January to 31 December, it shall not be obliged to make
                    subsequent
                    bonus payments.

                


        

      

    

     

    
      
        
          	7.3	
                  The
                    Company may, from time to time and by its sole discretion, distribute
                    the
                    Company’s shares or share options to various staff members, For the sake
                    of clarity, the Executive is one of the staff members who might
                    be
                    considered to benefit from those shares or share
                    options.

                


        

      

    

     

    
      
        
          	7.4	
                  Notwithstanding
                    Clause 7.2, the Executive shall in any event have no right to
                    a bonus
                    (whether on a pro-rata basis or otherwise)
                    if:

                


        

      

    

     

    
      
        
          	
                	(a)	
                  the
                    Executive has not been employed throughout the whole of the relevant
                    financial year of the Company;
                    or

                


        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                	(b)	
                  the
                    Executive has an unexpired disciplinary warning on his file on
                    the date on
                    which a bonus might otherwise have been payable;
                    or

                


        

      

    

     

    
      
        
          	
                	(c)	
                  the
                    Executive’s employment terminates for any reason or the Executive is under
                    notice of termination (whether given by the Executive or the
                    Company) at
                    or prior to the date when a bonus might otherwise have been
                    payable.

                


        

      

    

     

    
      	8	
              Benefits

            


    

     

    
      	
              8.1

            	
              The
                Executive shall (subject to the rules of such schemes) be entitled
                to
                participate at the Company's expense
                in:

            


    

     

    
      	
            	(a)	
              the
                Company’s private medical cover
                scheme;

            


    

     

    
      	
            	(b)	
              the
                Company’s travel insurance scheme.

            


    

     

    
      	8.2	
              The
                Company reserves the right to terminate any or all of the schemes
                referred
                to in Clauses 8.1 (a) and 8.1 (b) or to amend them at any time without
                compensation. 

            


    

     

    
      	
              8.3

            	
              AU
                insured benefits are subject to the policy terms and conditions upon
                which
                they are incepted or renewed and to the Executive and, if appropriate,
                the
                Executive's spouse and/or long term partner (which, for the purposes
                of
                this Clause, means an unmarried person of either sex who, whilst
                not
                related to the Executive by birth or marriage, has been in a committed
                relationship of mutual caring with the Executive for at least a year
                and
                who shares the Executive principal place of residence and intends
                to do so
                indefinitely) and/or dependant children meeting the underwriting
                criteria
                acceptable to the Company. In the event that an insurer of any insured
                benefit under this Agreement does not meet a claim made by the Executive
                or on the Executive behalf, then the Executive shall have no claim
                against
                the Company in respect of that insured
                benefit.

            


    

     

    
      	 	
              Subject
                to the Company’s car allowance policy (if any) from time to time in force
                the Company may, at its sole discretion, provide the Executive with
                an
                annual car allowance. The Company shall not be responsible for any
                costs
                of repairs, maintenance, taxation and insurance of the Executive’s
                vehicle.

            


    

     

    
      	
              8.4

            	
              The
                Executive may instruct the Company to make deductions from his salary
                on a
                monthly basis for contributions to be made into the Company's
                non-contributory designated stakeholder pension scheme. Any such
                instructions should be made in writing detailing the amount to be
                deducted
                at source. For the avoidance of doubt, the Company shall not make
                any
                contribution to such a scheme.

            


    

     

    
      	8.5	
              A
                contracting-out certificate is not in force in respect of the
                Appointment.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	9	
              Expenses

            


    

     

    The
      Company shall reimburse all reasonable out of pocket expenses properly incurred
      by the Executive in the performance of the duties under this Agreement including
      travelling (but not to include the cost of travelling to and from the office),
      subsistence and entertainment expenses provided the Executive follows the
      Company's guidelines/allowances in force at the relevant time and provided
      that
      the Executive shall, where reasonably practicable, provide the Company with
      vouchers, invoices or such other evidence of such expenses as the Company may
      reasonably require.

     

    At
      the
      Company’s sole discretion, it is generally expected that all flights of longer
      duration than 2 hours used by the Executive will be of Business Class standards.
      However, as decided by the Company from time to time, this might revert to
      Economy Class standard for business or economic reasons.

     

    
      	10	
              Hours
                of work

            


    

     

    
      	
              10.1

            	
              The
                Executive shall be required to comply with the Company’s normal hours of
                work and shall also be required to work any suel1 additional hours
                as may
                be necessary to fulfill the Executive’s duties having regard to the
                Executive’s status and seniority. No further remuneration is payable for
                any hours worked in addition to the Company's normal
                hours.

            


    

     

    
      	
              10.2

            	
              The
                Executive agrees that, for the purposes of the Working Time Regulations
                1998 (WTR), the duration of the Executive’s working time is wholly or
                partly unmeasured and/or can be determined by the Executive and as
                such
                the 48-hour maximum working week under the VVTR does not apply to
                the
                Executive. The Executive will not receive any further remuneration
                for any
                hours worked in addition to normal business
                hours.

            


    

     

    
      	
              11

            	
              Holidays

            


    

     

    
      	
              11.1

            	
              In
                addition to the usual public holidays the Executive will be entitled
                to 25
                working days’ paid holiday in each calendar year. The holiday will accrue
                on a pro rata basis throughout each calendar year. Such holidays
                are to be
                taken at such time or times as may be agreed with the
                Board.

            


    

     

    
      	
              11.2

            	
              The
                holiday year runs from January to December and the Executive may
                not carry
                forward more than 5 days untaken holiday into the next holiday year
                and
                any further untaken holiday shall be forfeited. The Executive may
                not take
                more than 15 days' holiday at one time without prior approval of
                the
                Board.

            


    

     

    
      	
              11.3

            	
              Upon
                termination of the Executive’s employment the Executive will receive pay
                in lieu of accrued but untaken holiday up to the date of termination
                of
                the Executive’s employment and the Company may deduct an appropriate sum
                in respect of days taken in excess of the Executive's pro rata entitlement
                from the Executive’s final remuneration One day’s holiday will be
                calculated as 1/260th of the Executive's basic annual
                salary.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              11.4

            	
              In
                the event that notice of termination of this Agreement is served
                by either
                party, the Company may require the Executive to take any outstanding
                holiday during this notice period.

            


    

     

    
      	
              12

            	
              Sickness
                and other absence

            


    

     

    
      	
              12.1

            	
              If
                the Executive is unable to attend at work by reason of sickness or
                injury
                or any unauthorised reason the Executive must inform the Company
                as soon
                as possible on the first day of absence (and in any event not later
                than
                10:00 am on the first day of absence) and, in the case of absence
                of
                uncertain duration, the Executive must keep the Company regularly
                informed
                of the reason for the Executive’s continued absence and the Executive’s
                likely date of return. The Executive is expected to observe this
                rule very
                strictly since failure to do so entitles the Company to stop payment
                in
                respect of each day the Executive fails to notify the
                Company.

            


    

     

    
      	
              12.2

            	
              If
                the Executive’s absence, due to sickness or injury, is for less than 7
                days, on the Executive’s return to work the Executive shall be required to
                immediately complete a self-certification form available from the
                Company.
                If the Executive’s absence continues for more than 7 consecutive days
                (whether or not working days) the Executive must provide the Company
                with
                a doctor’s certificate from the seventh consecutive day of sickness or
                injury. This doctor’s certificate must be provided to the Company promptly
                following the seventh consecutive day of absence. If illness continues
                after the expiry of the first certificate further certificates must
                be
                provided promptly to cover the whole period of
                absence.

            


    

     

    
      	
              12.3

            	
              Subject
                to the Executive’s compliance with the Company’s sickness absence
                procedures (as amended from time to time), the Company may in its
                sale and
                absolute discretion pay full salary and contractual benefits during
                any
                period of absence due to sickness or injury dependent on the length
                of the
                Executive’s service as follows:

            


    

     

    
      	
              12.3.1

            	
              Continuous
                service of over one year and up to two years, 10 days at full
                pay;

            


    

     

    
      	12.3.2	
              Continuous
                service of over two years and up to five years, 3 months at full
                pay and
                then 3 months at half pay;

            


    

     

    
      	12.3.3	
              Continuous
                service of over five years, 6 months at full
                pay.

            


    

     

    The
      above
      will apply in any fifty two (52) week period (whether such absence is continuous
      or intermittent). Any sums paid include Statutory Sick Pay due in accordance
      with applicable legislation in force at the time of absence. Thereafter the
      Company will pay Statutory Sick Pay or equivalent benefit to which the Executive
      may be entitled subject to the Executive’s compliance with the appropriate
      rules.

     

    
      	12.4	
              Whether
                absent from work or not, the Executive may be required to undergo
                a
                medical examination by a Company doctor (at the Company’s expense) and the
                Executive’s consent will be sought for a report to be sent to the
                Company.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	12.5	
              The
                payment of sick pay in accordance with this Clause 12.5 is without
                prejudice to the Company’s right to terminate this Agreement prior to the
                expiry of the Executive’s right to payments irrespective of the provisions
                of any permanent health insurance.

            


    

     

    
      	12.6	
              In
                the event the Executive is incapable of performing the Executive’s duties
                by reason of injuries sustained wholly or partly as a result of a
                third
                party’s actions all payments made to the Executive by the Company of
                salary or sick pay shall to the extent that compensation is recoverable
                from that third party constitute loans to the Executive and shall
                be
                repaid when and to the extent that the Executive shall recover
                compensation for loss of earnings from the third
                party.

            


    

     

    
      	13	
              Garden
                leave

            


    

     

    
      	13.1	
              The
                Company reserves the right to require that the Executive does not
                attend
                the Company premises or have contact with other staff or clients
                of the
                Company for such period as the Company feels is reasonable. This
                includes
                any period or part of any period during which the Executive is serving
                notice as set out in Clause 14 (referred to in this Agreement as
                Garden
                Leave).

            


    

     

    
      	13.2	
              The
                Executive will continue to owe all other duties and obligations (whether
                express or implied including fidelity and good faith) during such
                period
                of Garden Leave. During any period of Garden Leave the Executive
                shall
                continue to receive full pay and benefits excluding any
                bonus.

            


    

     

    
      
        	13.3	
                In
                  the event that the Executive is placed on Garden Leave the Company is
                  entitled to provide the Executive with no duties or such duties
                  as the
                  Company shall in its absolute discretion determine. By placing
                  the
                  Executive on Garden Leave, the Company will not be in breach of
                  this
                  Agreement or any implied duty of any kind whatsoever nor will the
                  Executive have any claim against the Company in respect of any
                  such
                  action.

              


      

    

     

    
      	
              13.4

            	
              During
                any period of Garden Leave the Executive will remain readily contactable
                and available for work. In the event that the Executive is not available
                for work having been requested by the Company to do so, the Executive
                will, notwithstanding any other provision of this Agreement, forfeit
                any
                right to salary and contractual
                benefits.

            


    

     

    
      	
              13.5

            	
              During
                any period of Garden Leave the Company may require the Executive
                to
                deliver up any Confidential Information or property of the Company
                and
                upon instruction, delete any emails, spreadsheets or other Confidential
                Information and the Executive will confirm the Executive’s compliance with
                this Clause 13.5 in writing if requested to do so by the
                Company.

            


    

     

    
      	
              13.6

            	
              During
                any period of Garden Leave the Company may require the Executive
                to take
                any outstanding holiday
                entitlement.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              13.7

            	
              During
                any period of Garden Leave the Company may request that the Executive
                resign from any directorships of the Company and the resignation
                shall not
                constitute grounds for a claim for constructive dismissal. During
                any
                period of Garden Leave the Company may remove the Executive from
                any
                office or the Board of the Company.

            


    

     

    
      	14	
              Notice

            


    

     

    
      	
              14.1

            	
              If
                either party wishes to terminate the Executive’s employment, it should
                give to the other 3 months’ notice in writing or any other period mutually
                agreed between the Company and the Executive in any circumstances.
                This
                does not preclude the Company from terminating the Executive’s employment
                without notice in certain
                circumstances.

            


    

     

    
      	
              14.2

            	
              The
                Company reserves the right in its absolute discretion to give written
                notice to terminate the Executive’s employment forthwith and to make a
                payment to the Executive in lieu of salary for all or any unexpired
                part
                of the notice period. For the avoidance of doubt, any payment in
                lieu made
                pursuant to this Clause 142 will not include any element in relation
                to:

            


    

     

    
      	 	
              (a)

            	
              any
                bonus or commission payments that might otherwise have been due to
                the
                Executive during the period for which the payment in lieu is made;
                and

            


    

     

    
      	 	
              (b)

            	
              any
                payment in respect of benefits which the Executive would have been
                entitled to receive during the period for which the payment in lieu
                is
                made; and

            


    

     

    
      	 	
              (c)

            	
              any
                payment in respect of any holiday entitlement that would have accrued
                during the period for which the payment in lieu is
                made.

            


    

     

    The
      Executive is required to mitigate any loss where this Agreement is terminated
      in
      accordance with this Clause and any payment in lieu of notice may be reduced
      to
      take account of mitigation or any failure to mitigate on the Executive’s
      part.

     

    
      	
              14.3

            	
              The
                Executive employment may be terminated immediately without notice
                where
                the Executive:

            


    

     

    
      	 	
              (a)

            	
              is
                guilty of gross misconduct which includes, but is not limited to,
                dishonesty, fraud, theft, being under the influence of alcohol or
                drugs at
                work, causing actual or threatening physical harm and causing damage
                to
                Company property;

            


    

     

    
      	 	
              (b)

            	
              is
                made bankrupt or makes any arrangement or composition with
                creditors;

            


    

     

    
      	 	
              (c)

            	
              commits
                a material or repeated breach or non-observance of the Executive’s duties
                or any of the provisions of this Agreement or fail to observe the
                directions of the Company;

            


    

     

    
      	 	
              (d)

            	
              is
                convicted of a criminal offence (other than an offence under the
                road
                traffic legislation in the United Kingdom or elsewhere for which
                a
                non-custodial sentence is
                imposed);

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              becomes
                of unsound mind or a patient for the purpose of any statute relating
                to
                mental health;

            


    

     

    
      	 	
              (f)

            	
              fails
                to reach performance requirements set by the Company after receiving
                a
                written warning regarding the Executive’s performance from the
                Company;

            


    

     

    
      	 	
              (g)

            	
              acts
                in a manner which in the opinion of the Company, brings the Company
                into
                disrepute or otherwise prejudices or is considered likely to prejudice
                the
                reputation of the Company;

            


    

     

    
      	 	
              (h)

            	
              in
                the reasonable opinion of the Company is guilty of any serious negligence
                in connection with or affecting the business or affairs of the
                Company;

            


    

     

    
      	 	
              (i)

            	
              is
                unfit to carry out the duties hereunder because of sickness, injury
                or
                otherwise for an aggregate period of the weeks outlined in clause
                12 in
                any fifty two (52) week period even if, as a result of such termination,
                you would or might forfeit any entitlement to benefit from sick pay
                under
                clause 12.3;

            


    

     

    
      	 	
              (j)

            	
              becomes
                prohibited by law from being a company
                director;

            


    

     

    
      	 	
              (k)

            	
              resigns
                as a director of the Company or any Group Company otherwise than
                at the
                request of the Company;

            


    

     

    
      	 	
              (l)

            	
              is
                found personally liable for fraudulent or wrongful trading under
                sections
                213 or 214 of the Insolvency Act 1986;
                or

            


    

     

    
      	 	
              (m)

            	
              is
                convicted of an offence under any statutory enactment or regulation
                relating to insider dealing or market
                abuse.

            


    

     

    
      	
              14.4

            	
              Any
                delay or forbearance by the Company in exercising any right of termination
                in accordance with Clause 14 will not constitute a waiver of such
                right.

            


    

     

    
      	
              14.5

            	
              The
                termination by the Company of the employment will be without prejudice
                to
                any claim which the Company may have for damages arising from the
                Executive’s breach of this
                Agreement.

            


    

     

    
      	
              15

            	
              Disciplinary,
                dismissal and grievance
                procedures

            


    

     

    
      	
              15.1

            	
              A
                copy of the Company’s disciplinary, dismissal and grievance procedures are
                set out in the Staff Handbook (a copy of which has been provided
                to the
                Executive). These procedures do not form part of the Executive's
                contract
                of employment.

            


    

     

    
      	
              15.2

            	
              Any
                grievance concerning the Executive’s employment should be taken up orally
                in the first Instance with the Group Managing Director. If the grievance
                is not resolved to the Executive’s satisfaction, the Executive should then
                refer to the grievance procedure.

            


    

     

    
      	
              15.3

            	
              The
                Company reserves the right to suspend the Executive on full pay and
                benefits at any time for a reasonable period to investigate any matter
                that it reasonably believes the Executive may be or may have been
                involved.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              16

            	
              Confidential
                information and return of company
                property

            


    

     

    
      	
              16.1

            	
              For
                the purposes of this Clause and Clauses 13 and 17 Confidential Information
                shall include, but not be limited to, information which is not already
                in
                the public domain and which relates to any and all information (whether
                or
                not recorded in documentary form or on computer disk or tape), which
                may
                be imparted in confidence or which is of a confidential nature or
                which
                the Executive may reasonably regard as being confidential or a trade
                secret, concerning the business, business performance or prospective
                business, financial information or arrangements, plans or internal
                affairs
                of the Company, any Group Company or any of their respective customers
                including, without prejudice to the generality of the foregoing,
                all
                client or customer lists, price sensitive information., technical
                information, reports, interpretations, forecasts, records, corporate
                and
                business plans and accounts, business methods, financial details,
                projections and targets, remuneration and personnel details, planned
                products, planned services, marketing surveys, research reports,
                market
                share and pricing statistics, budgets, fee levels, computer passwords,
                the
                contents of any databases, tables, know how documents or materials,
                commissions, commission charges, pricing policies and all information
                about research and development, the Company’s or any Group Company’s
                suppliers’, customers’, and clients’ names, addresses (including email),
                telephone, facsimile or other contact numbers and contact names,
                the
                nature of their business operations, their requirements for services
                supplied by the Company or any Group Company and all confidential
                aspects
                of their relationship with the Company or any Group Company.
                

            


    

     

    
      	
              16.2

            	
              The
                Executive will not (except with the prior written consent of the
                Board)
                except in the proper course of the Executive’s duties during the
                continuance of this Agreement, or at any time thereafter:
                

            


    

     

    
      	 	
              (a)

            	
              disclose
                or use for the Executive’s own or for another’s purpose or benefit any
                Confidential Information which the Executive may learn while in the
                employment of the Company except as required by a court of law or
                any
                regulatory body or that which may be in or become part of the public
                domain other than through any act or default on the Executive’s
                part;

            


    

     

    
      	 	
              (b)

            	
              copy
                or reproduce in any form or by or on any media or device or allow
                others
                access to copy or reproduce any documents (including without limitation
                letters, facsimiles and memoranda), disks, memory devices, notebooks,
                tapes or other medium whether or not eye-readable and copies thereof
                on
                which Confidential Information may from time to time be recorded
                or
                referred to (Documents); or

            


    

     

    
      	 	
              (c)

            	
              remove
                or transmit from the Company or any Group Company’s premises any Documents
                on which Confidential Information may from time to time be
                recorded.

            


    

     

    
      	
              16.3

            	
              Upon
                termination of the Executive’s employment for any reason by either party,
                the Executive must immediately return to the Company all company
                property
                including but not limited to documents, papers, records, keys, credit
                cards, mobile telephone, computer and related equipment, security
                passes,
                accounts, specifications, drawings, lists, correspondence, catalogues
                or
                the like relating to the Company’s business which is in the Executive’s
                possession or under the Executive’s control and the Executive must not
                take copies of the same without the Company's express written
                authority.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              17

            	
              Restrictive
                covenants

            


    

     

    
      	
              17.1

            	
              For
                the purpose of this Clause the following expressions shall have the
                following meanings:

            


    

     

    
      	 	
              Prospective
                Customer
                means any person, firm, company or other business who was at the
                Termination Date negotiating with the Company or with any Group Company
                with a view to dealing with the Company or any Group Company as a
                customer;

            


    

     

    
      	 	
              Restricted
                Business means
                the development of gaming systems or software solutions for use by
                casinos, arcades or AWP operations;

            


    

     

    Restricted
      Customers
      means
      any person, firm, company or other business who was at any time in the twelve
      (12) month period ending with the Termination Date a customer of the Company
      or
      any Group Company;

     

    Restricted
      Period
      means
      the period of six (6) months from the Termination Date; and

     

    Termination
      Date
      means
      the date on which the Executive’s employment under this Agreement terminates
      either due to the Executive or the Company terminating in accordance with the
      terms of the Agreement or in breach of the terms of this Agreement.

     

    
      	
              17.2

            	
              During
                the course of the Executive’s employment hereunder the Executive is likely
                to obtain Confidential Information relating to the business of the
                Company
                or any Group Company and personal knowledge and influence over clients,
                customers and employees of the Company or any Group Company. The
                Executive
                hereby agrees with the Company that to protect the Company's and
                any and
                all Group Company’s business interests, customer connections and goodwill
                and the stability of its or their workforce, that the Executive will
                not
                during the Restricted Period (and in respect of Clauses 17.2(d) and
                (e)
                only, at any time) unless agreed otherwise in accordance with Clause
                17.3:

            


    

     

    
      	 	
              (a)

            	
              compete
                with the business of the Company or any Group Company either on the
                Executive's own account or for any person, firm or company directly
                or
                indirectly by having any dealings or transacting business in relation
                to
                Restricted Business with any Restricted Customer or Prospective Customer
                of the Company or Group Company and with whom the Executive personally
                and
                materially dealt in respect of Restricted Business in the pursuance
                of the
                employment hereunder in the six (6) months prior to the Termination
                Date;

            


    

     

    
      	 	
              (b)

            	
              compete
                with the business of the Company or any Group Company either on the
                Executive’s own account or for any person, firm or company directly or
                indirectly in relation to the supply of Restricted Business by soliciting
                or endeavouring to solicit or entice the business or custom of any
                Restricted Customer or Prospective Customer and with whom the Executive
                personally and materially dealt in respect of Restricted Business
                in the
                pursuance of the employment hereunder in the six (6) months prior
                to the
                Termination Date;

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              either
                on the Executive’s own account or for any person, firm or company directly
                or indirectly solicit or entice away or endeavour to solicit or entice
                away any director or employee of the Company or any Group Company
                with
                whom the Executive has had material personal dealings in the twelve
                (12)
                months prior to the Termination
                Date;

            


    

     

    
      	 	
              (d)

            	
              from
                the Termination Date for the purpose of carrying on any trade or
                business
                represent or allow the Executive to be represented or held out as
                having
                any present association with the Company or any Group Company;
                and

            


    

     

    
      	 	
              (e)

            	
              from
                the Termination Date carry on any trade or business whose name
                incorporates the word Octavian or any deviation or extension thereof
                which
                is likely or which may be confused with the name of the Company or
                any
                Group Company.

            


    

     

    
      	
              17.3

            	
              The
                Employee shall be permitted to canyon any of the actions set out
                in Clause
                17.2 above notwithstanding those provisions provided always that
                the
                Employee has the prior written consent of the Company to his carrying
                on
                such actions and the Employee complies in all respects with any terms
                and
                conditions set out in that written
                consent.

            


    

     

    
      	
              17.4

            	
              While
                the restrictions set out in Clause 17.2 are considered by the parties
                to
                be reasonable in all the circumstances, it is agreed that if anyone
                or
                more of such restrictions shall either taken by itself or themselves
                together be adjudged to go beyond what is reasonable in all the
                circumstances for the protection of the legitimate interests of the
                Company but would be adjudged reasonable if any particular restriction
                or
                restrictions were deleted or if any part or parts of the wording
                thereof
                were deleted, restricted or limited in a particular manner, then
                the
                restrictions set out in Clause 17.2 shall apply with such deletions
                or
                restrictions or limitations as the case may
                be.

            


    

     

    
      	
              17.5

            	
              The
                restrictions contained in Clause 17.2 are held by the Company for
                itself
                and on trust for any other Group Company and shall be enforceable
                by the
                Company on their behalf or by any Group Company (at their request).
                The
                Executive shall during the employment hereunder enter into direct
                agreements with any Group Company whereby the Executive will accept
                restrictions in the same or substantially the same form as those
                contained
                in Clause 17.2.

            


    

     

    
      	
              17.6

            	
              In
                the event that the Company exercises its rights and places the Executive
                on Garden Leave under Clause 13 then the Restricted Period shall
                be
                reduced by any period/s spent by the Executive on Garden Leave prior
                to
                the Termination Date.

            


    

     

    
      	
              17.7

            	
              During
                the Restricted Period the Executive shall provide a copy of the
                restrictions contained at Clauses 16 and 17 to any employer or prospective
                employer or any other party with whom the Executive becomes or will
                become
                engaged or provide service or services
                to.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              18

            	
              Intellectual
                property

            


    

     

    
      	
              18.1

            	
              For
                the purpose of this Clause IPRs
                shall mean copyrights, patents, rights in inventions, utility models,
                rights in know how, trade marks, service marks, unregistered design
                rights, registered design rights, database rights, semi-conductor
                topography rights and all other intellectual property rights (whether
                or
                not registered and including registrations and applications for
                registration) and all similar rights or forms of protection which
                may
                exist anywhere in the world.

            


    

     

    
      	
              18.2

            	
              It
                is contemplated that the Executive may in the course of the Executive’s
                employment with the Company create, author or originate (either alone
                or
                jointly with others) software, inventions, or improvements, enhancements
                or modifications to any inventions, technology or software (Inventions),
                or databases, data, information, know how, software, literature,
                drawings,
                designs, works, documents, publications and materials (in printed,
                electronic, or any other media or form) (together with Inventions
                constituting Works).

            


    

     

    
      	
              18.3

            	
              The
                Executive will promptly disclose to the Company full details of any
                such
                Inventions and provide further details, explanations and demonstrations
                as
                the Company from time to time
                requests.

            


    

     

    
      	18.4	
              All
                IPRs subsisting in any Works shall be the exclusive property of
                the Company.

            


    

     

    
      	18.5	
              To
                the extent that such IPRs do not vest automatically in the Company
                by
                operation of law, the Executive hereby assigns to the Company all
                future
                copyright, unregistered design rights and database rights, and hereby
                agree to assign to the Company all other future IPRs, which the Executive
                may own and which may subsist in any Works for their full term of
                protection (including any extensions, revivals and renewals) together
                with
                the right to sue and claim remedies for past
                infringement.

            


    

     

    
      	18.6	
              To
                the extent permitted by law the Executive hereby irrevocably and
                unconditionally waives in favour of the Company, its licensees and
                successors in title, all current and future moral rights (or similar
                rights existing in any part of the world) the Executive may have
                in
                respect of any Works.

            


    

     

    
      	18.7	
              Without
                prejudice to the generality of Clause 18.9, during the Executive’s
                employment with the Company and thereafter, without limit in time,
                the
                Executive shall at the request and expense of the Company promptly
                assist
                the Company:

            


    

     

    
      	
            	(a)	
              to
                file, prosecute, obtain and maintain registrations and applications
                for
                registration of any IPRs subsisting in, or protecting, any Works:
                and

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	(b)	
              to
                commence and prosecute legal and other proceedings against any third
                party
                for infringement of any IPRs subsisting in, or protecting, any Works
                and
                to defend any proceedings or claims made by any third party that
                the use
                or exploitation of any Works infringes the IPRs or rights of any
                third
                party.

            


    

     

    
      	18.8	
              The
                Executive shall not disclose the subject matter of any Inventions
                to any
                person outside the Company without the prior consent of the Company.
                The
                Executive acknowledges that any unauthorised disclosure of such subject
                matter may prevent the Company from obtaining patent or registered
                intellectual property protection for such
                Invention.

            


    

     

    
      	18.9	
              Subject
                to Clause 1810, during the Executive’s employment with the Company and
                thereafter without limit in time the Executive shall at the request
                and
                expense of the Company promptly execute and do all acts, matters,
                documents and things necessary or desirable to give the Company the
                full
                benefit of the provision of this Clause
                18.

            


    

     

    
      	18.10	
              Nothing
                in this Clause 18 shall be construed, or have the effect of, restricting
                the Executive’s rights under sections 39 to 43 (inclusive) of the Patents
                Act 1977 (as amended from time to
                time).

            


    

     

    
      	19	
              Gratuities

            


    

     

    During
      the continuance of the employment hereunder the Executive:

     

    
      	
            	(a)	
              shall
                not directly or indirectly procure accept or obtain for the Executive’s
                own benefit (or for the benefit of any other person) any payment,
                rebate,
                discount, commission, vouchers, gift, entertainment or other benefit
                outside the normal course of business (Gratuities)
                from any third party in respect of any business transacted (whether
                or not
                by the Executive) by or on behalf of the Company or any Group
                Company;

            


    

     

    
      	
            	(b)	
              shall
                observe the terms of any policy issued by the Company or any Group
                Company
                in relation to Gratuities; and

            


    

     

    
      	
            	(c)	
              shall,
                as soon as reasonably practicable, disclose or account to the Company
                or
                any Group Company for any Gratuities received by the Executive (or
                any
                other person on the Executive’s behalf or at the Executive’s
                instruction),

            


    

     

    Provided
      that nothing in this Clause shall prevent the Executive from giving or
      participating in entertainment or business practices which are customary in
      the
      business in which the Company or any Group Company is involved from time to
      time.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	20	
              Litigation
                assistance

            


    

     

    
      	
              20.1

            	
              During
                the term of this Agreement and at all times thereafter, the Executive
                shall furnish such information and proper assistance to the Company
                or any
                Group Companies as it or they may reasonably require in connection
                with
                litigation in which it is or they are or may become a party. This
                obligation on the Executive's behalf shall include, without limitation,
                meeting with the Company or any Group Company's legal advisors, providing
                witness evidence, both in written and oral form, and providing such
                other
                assistance in the litigation that the Company or any Group Company's
                legal
                advisors in their reasonable opinion determine. The Company shall
                reimburse the Executive for all reasonable out of pocket expenses
                incurred
                by the Executive in furnishing such information and assistance. Such
                assistance shall not require the Executive to provide assistance
                for more
                than five (5) days in any calendar month. For the avoidance of doubt
                the
                obligations under this Clause 20 shall continue notwithstanding the
                termination of this Agreement.

            


    

     

    
      	
              21

            	
              Collective
                agreements

            


    

     

    
      	 	
              There
                are no collective agreements which directly affect the Executive’s terms
                and conditions of employment.

            


    

     

    
      	
              22

            	
              Data
                protection

            


    

     

    
      	
              22.1

            	
              For
                the purposes of this Clause the following expressions shall have
                the
                following meanings:

            


    

     

    
      	 	
              Personal
                Data
                means data which relate to a living individual who can be identified
                from
                those data or from those data and other information which is in the
                possession of, or is likely to come into the possession of, the data
                controller and includes any expression of opinion about the individual
                and
                any indication of the intentions of the data controller or any other
                person in respect of the
                individual.

            


    

     

    
      	 	
              Sensitive
                Personal Data means
                personal data consisting of information as to racial or ethnic origin,
                political opinions, religious beliefs or other beliefs of a similar
                nature, membership of a trade union (within the meaning of the Trade
                Union
                & Labour Relations (Consolidation) Act 1992), physical or mental
                health or condition, sexual life, the commission or alleged commission
                of
                any offence or any proceedings for any offence committed or alleged
                to
                have been committed, including the disposal of such proceedings or
                the
                sentence of any Court in such
                proceedings.

            


    

     

    
      	
              22.2

            	
              For
                the purposes of the Data Protection Act 1998 by signing this Agreement
                the
                Executive gives the Executive’s consent to the holding and processing of
                Personal Data and Sensitive Personal Data relating to the Executive
                by the
                Company and any Group Company for all purposes relating to the performance
                of this Agreement including but not limited
                to:

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	
                  	(a)	
                    administering
                      and maintaining personnel
                      records;

                  


          

        

         
 

        
          	
                	(b)	
                  paying
                    and reviewing salary and other remuneration and
                    benefits;

                


        

         
           

        
          	
                	(c)	
                  undertaking
                    performance appraisals and reviews;

                


        

         
           

        
          	
                	(d)	
                  maintaining
                    sickness and other absence records;


                


        

         
           

        
          	
                	(e)	
                  taking
                    decisions as to the Executive's fitness for
                    work;

                


        

           
          

      

    

    
      	 	
              (f)

            	
              providing
                references and information to future employers, and if necessary,
                to
                governmental and quasi governmental bodies for social security and
                other
                purposes and to HM Revenue & Customs and National Insurance
                Contributions Office;

            


    

     

    
      	 	
              (g)

            	
              providing
                the names of employees to the Central Arbitration Committee if requested
                to do so;

            


    

     

    
      	 	
              (h)

            	
              providing
                information to the future buyers and potential future buyers of the
                Company or any other Group Companies or of the business(es) in which
                the
                Executive works;

            


    

     

    
      	 	
              (i)

            	
              transferring
                information about the Executive to a country or territory outside
                the
                EEA;

            


    

     

    
      	 	
              (j)

            	
              providing
                and administering benefits (including if relevant, pension, life
                assurance, permanent health insurance and medical insurance);
                and

            


    

     

    
      	 	
              (k)

            	
              the
                monitoring of communications via the Company’s
                systems.

            


    

     

    
      	
              22.3

            	
              A
                copy of the Company’s policy on employee monitoring is set out in the
                Staff Handbook (a copy of which has been provided to the Executive)
                and
                the Executive hereby consents to the Company monitoring the Executive
                for
                the purposes specified therein.

            


    

     

    
      	
              23

            	
              Third
                party rights

            


    

     

    Save
      in
      respect of any rights conferred by this Agreement on any Group Company (which
      such Group Company shall be entitled to enforce), a person who is not a party
      to
      this Agreement may not under the Contracts (Rights of Third Parties) Act 1999
      enforce any of the terms contained within this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	24	
              Group
                companies

            


    

     

    In
      this
      Agreement Group Company means a subsidiary or affiliate and any other company
      which is for the time being a holding company of the Company or another
      subsidiary or affiliate of any such holding company (as defined in sections
      474(1), 1159 and 1162 of the Companies Act 2006) and Group
      Companies
      will be
      interpreted accordingly.

     

    
      	
              25

            	
              Board

            


    

     

    
      	 	
              In
                this Agreement Board
                means the board of directors of the Company from time to time or
                any duly
                authorised committee of the board of directors of the Company or
                an
                officer nominated by the board of directors as its representative
                for the
                purposes of this Agreement.

            


    

     

    
      	
              26

            	
              Entire
                agreement

            


    

     

    
      	 	
              These
                terms and conditions constitute the entire agreement between the
                parties
                and supersede any other agreement whether written or oral previously
                entered into.

            


    

     

    
      	
              27

            	
              Jurisdiction
                and choice of law

            


    

     

    
      	 	
              This
                Agreement shall be governed by and interpreted in accordance with
                the laws
                of England and the parties to this Agreement submit to the exclusive
                jurisdiction of the English Courts in relation to any claim, dispute
                or
                matter arising out of or relating to this
                Agreement.

            


    

     

    
      	
              28

            	
              Notices

            


    

     

    
      	 	
              Any
                notices with respect to this Agreement shall be in writing and shall
                be
                deemed given if delivered personally (upon receipt), sent by facsimile
                (which is confirmed) or sent by first class post addressed, in the
                case of
                the Company, to its registered office and in the Executive’s case
                addressed to the Executive’s address last known to the Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Executed as a Deed by

            	
              )

            	
              sign here: /s/ H. Brenninkmeijer

            
	
              Octavian International Limited

            	
              )

            	
               Director

            
	
              acting by:

            	
              )

            	
              print name: H.Brenninkmeijer

            
	 	 	 
	 	 	
              sign here:

            
	 	 	
              Director/Secretary

            
	 	 	
              print name:

            


    

    


    
      	
              Signed as a Deed by

            	
              )

            	
              sign here: /s/ O.P. Moffitt

            
	
              Owen Peter Moffitt

            	
              )

            	 
	
              In the presence of

            	
              )

            	
              print name: O.P. Moffitt

            
	 	 	 
	
              Witness signature:

            	 	
              /s/ David Bygrave

            
	 	 	
              David Bygrave

            
	
              Witness address:

            	 	
              Fox HillEnd

            
	 	 	
              Brick Hill

            
	 	 	
              Chobham

            
	 	 	
              Surrey

            
	 	 	
              G024 8TH

            
	 	 	
              Chartered Accountant