AGREEMENT
      AMONG

     

    
      	
              1.

            	
              PacificNet
                Games International Corporation
                Limited

            


    

    
      	
              2.

            	
              Octavian
                International Limited

            


    

    
      	
              3.

            	
              Emperor
                Holdings Limited

            


    

    
      	
              4.

            	
              Ziria
                Enterprises Limited

            


    

    
      	
              5.

            	
              PacificNet
                Inc. 

            


    

     

    For
      the Acquisition of 100%
      Shares of

    Octavian
      International Limited

    


    THIS
      AGREEMENT is made on Dec. 7, 2007.

    


    AMONG:

    
      	
              1.

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


            


    

    


    
      	
              2.

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

            


    

    


    
      	
              3.

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

            


    

    


    
      	
              4.

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

            


    

    


    
      	5.	
              PacificNet
                Inc. (“PACT”), a
                company incorporated under the laws of the State of Delaware in the
                United
                States of America whose principal executive office is situate at
                Floor
                23rd,
                Tower A, TimeCourt, No.6 Shuguangxili, Chaoyang District Beijing,
                China,
                the shares of which are listed on the NASDAQ stock exchange in the
                United
                States of America under the trading symbol of
                “PACT”.

            


    

     

    WHEREAS:

    


    
      	
              1)

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

            


    

    


    
      	
              2)

            	
              The
                Company has a paid-in capital of 2 shares representing the entire
                capital
                of the Company (the “Shares”),
                and is 100% owned by the Holding
                Company.

            


    

    


    
      	
              3)

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

            


    

    


    
      	
              4)

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

            


    

    


    
      	
              5)

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

            


    

    


    
      	
              6)

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

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


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

    


    
      	
              1.

            	
              INTERPRETATION

            


    

    


    
      	 	
              1.1.

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

            


    

    


    
      	 	
              1.2.

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

            


    

    


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

    


    "BVI”
       The
      British Virgin Islands;

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    "ESA" Executive
      Services Agreement with Harmen Brenninkmeijer

    


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

    


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

    


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

    


    “PACT
      Shares” Common
      Stock of PACT;

    


    “PRC” People’s
      Republic of China; 

    


    “RMB”
Chinese
      RenMinBi

    


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


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


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

    


    “United
      States”  United
      States of America;

    


    “US
      GAAP” United
      States Generally Accepted Accounting Principles

    


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

    


    
      	 	
              1.3.

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

            


    

    


    
      	 	
              1.4.

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

            


    

    


    
      	 	
              1.5.

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

            


    

    


    
      	 	
              1.6.

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

            


    

    


    
      	 	
              1.7.

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

            


    

    


    
      	 	
              1.8.

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

            


    

    


    
      	 	
              1.9.

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

            


    

    


    
      	 	
              1.10.

            	
              The
                schedules and appendices form part of this
                Agreement.

            


    

    


    
      	
              2.

            	
              SALE
                OF SHARES 

            


    

    


    
      	 	
              2.1.

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

            


    

    


    
      	
              3.

            	
              CONSIDERATION

            


    

    


    3.1. Stock
      and Cash Consideration:
      

    


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


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    3.2. Stock
      Payment

    


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

    
      	 	
              (a)

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

            


    

    
      	 	
              (b)

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

            


    

    


    3.3

    


    3.3.1
      In
      the event that:

    


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

            


    

     

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

            


    

     

    
      	
            	(c)	
              The
                transaction is not completed for any reason by June 30, 2008, the
                Escrow Agreement shall provide that the Escrow Shares shall be returned
                to
                Purchaser and this Agreement shall cease to have effect immediately
                after
                that time (but without prejudice to the parties accrued rights and
                liabilities under this Agreement at the time it ceases to have effect).
                

            


    

     

    
      	
            	3.3.2	
              In
                the event that the VWAP of the PACT Shares is greater than $6.50
                then the
                price of the stock from $6.50 and upwards will be offset by lowering
                the
                Earn-Out Amounts in 3.5.2 by the amount over $6.50 multiplied by
                the
                number of Escrow Shares issued pursuant to 3.4.1 Any such amounts
                shall be
                offset against the last Earn-Out Year first with any excess against
                the
                third Earn-Out Year, then against the second Earn-Out Year and lastly
                against the first Earn-Out Year.

            


    

    


    
      	
            	3.3.3	
              In
                the event that the volume weighted average price of the PACT Shares
                daily
                in the period of seven days up to (but not including) the Completion
                Date
                falls below $5, the Seller shall have the option not to complete
                this
                Agreement in which event he shall notify the Purchaser in writing
                upon
                which the Escrow Shares shall be returned to Purchaser and this Agreement
                shall cease to have effect immediately (but without prejudice to
                the
                parties accrued rights and liabilities under this Agreement at the
                time it
                ceases to have effect).

            


    

    


    3.4 Escrow
      Arrangement for Escrow Shares

    


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

            


    

     

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

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    Table
      1:

     

    FYE
      =
      Fiscal Year Ending

    

      
        	
                Release
                  Date

              	 	
                Number
                  of Shares to be Released 

              	 	
                Release
                  Criteria 

                based
                  on Accumulated Net Profit

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

              	 	
                1,230,000
                  Escrow Shares

              	 	
                None

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

              	 	
                1,100,000
                  Escrow Shares , 

                 

                900,000
                  Escrow Shares , 

                 

                600,000
                  Escrow Shares , 

                 

                300,000
                  Escrow Shares 

                 

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

                 

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

                 

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

                 

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

              
	
                Total
                  Number of PACT Shares to be released from the Escrow

              	 	
                Maximum
                  2,330,000 Escrow Shares

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

              


      

    

    


    
      	
            	3.4.3	
              If
                the Seller notifies the Purchaser that it disagrees with the auditor’s
                certification within 20 days of receipt, the Seller and the Purchaser
                shall use all reasonable endeavours to resolve the dispute within
                20 days
                from notification. If the dispute is not resolved within that 20
                day
                period, either the Seller or the Purchaser is entitled to appoint
                an
                independent accountant to review the Company Net Profit Calculation
                and
                the decision of the independent accountant shall, save in the case
                of
                manifest error, be binding on all
                parties.

            


    

    


    3.5 Earn-Out:
      

     

    3.5.1
       Entitlement
      to Earn-out

    


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

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


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

            


    

    


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

            


    

    


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

            


    

     

    3.5.2 Earn-Out
      Amounts

    


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

    


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

            


    

    


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

            


    

    


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

            


    

    


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

            


    

     

    3.5.3 Performance
      Target

    


    
      	
            	(a)	
              In
                respect of the first Earn-Out Year:

            


    

    


    
      	 	
              (i)

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

            


    

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

            


    

    
      	 	
              (iii)

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

            


    

    


    
      	 	
              (b)

            	
              In
                respect of the second Earn-Out Year

            


    

    


    
      	 	
              (i)

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

            


    

    
      	 	
              (ii)

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

            


    

    
      	 	
              (iii)

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

            


    

     

    
      	 	
              (c)

            	
              In
                respect of the third Earn-Out Year:

            


    

    


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

            


    

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

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


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

            


    

    


    
      	 	
              (d)

            	
              In
                respect of the fourth Earn-Out
                Year:

            


    

    


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

            


    

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

            


    

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

            


    

    


    3.5.4  Clarification
      of Performance Targets 

    


    
      	
            	(a)	
              For
                the purpose of Clause 3.5.3 

            


    

    


    
      	
            	(i)	
              the
                Net Profit of the Company in respect of any Earn-Out Year is the
                consolidated Net Profit of the Company during the relevant Earn-Out
                Year
                as disclosed in the audited accounts of the Company for that Earn-Out
                Year
                to be prepared on the basis of the Company Net Profit Calculation
                and
                which the Purchaser must cause to be prepared by no later than 30
                September in the year following the relevant Earn-Out Year as disclosed
                in
                the relevant audited financial statements (to be prepared in accordance
                with US GAAP); and in
                each case including Net Profit attributable to associates and joint
                ventures on the same basis as above but deducting all written off
                bad
                debts attributable to associates and joint ventures on the same basis
                as
                above.

            


    

    


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

            


    

    


    3.5.5 Acceleration
      

    


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


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    3.5.6 Payment
      of Earn-Out 

    


    
      	
            	(a)	
              The
                Purchaser must pay: 

            


    

    


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

            


    

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

            


    

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

            


    

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

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


    
      	 	
              (ii)

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

            


    

    


    
      	
            	(iii)	
              in
                the event that:

            


    

    


    
      	
            	1.	
              a
                dividend is not paid (due to it either being unlawful or the Seller
                withholding his consent to the payment);
                or

            


    

    


    
      	 	
              2.

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

            


    

     

    
      	 	
              3.

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

            


    

    


    
      	
            	4.	
              the
                board of the Purchaser determines that it has available cash, at
                which time the Earn-Out Amount (or outstanding part thereof) shall
                be
                immediately paid to the Seller. The decision of the board of the
                Purchaser
                referred to in this paragraph must be reached on the basis of reasonable
                relevant considerations, such considerations to include the advice
                of
                Kabani (or any replacement auditors for the Purchaser and its group
                from
                time to time) and reasonable evidence of the same must be given to
                the
                Seller;

            


    

     

    
      	 	
              (iv)

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

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (v)

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

            


    

    


    3.5.7 Reduction
      of Earn-Out

    


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

            


    

    


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

            


    

    


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


            


    

    


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

            


    

    


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

            


    

    


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

            


    

     

    
      	 	
              (b)

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

            


    

    


    3.5.8 Earn-Out
      Period

    


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

            


    

     

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

            


    

    


    
      	 	
              (ii)

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

            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (iii)

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

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


    
      	
              4

            	
              CONDITIONS

            


    

    


    4.1 Any
      of
      the obligations of Purchaser hereunder is conditional upon:

    


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

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

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

            


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


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


            


    

     

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

            


    

     

    
      	 	
              4.2

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

            


    

    


    
      	
            	4.3.1	
              From
                the date of this Agreement until the Completion Date, except for
                the
                transactions described herein or otherwise with the prior written
                consent
                of the Purchaser:

            


    

    


    
      	 	
              (i)

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

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


    
      	 	
              (ii)

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

            


    

    


    
      	
            	(a)	
              modify
                their Memorandum or Articles of Incorporation or
                Bylaws;

            


    

    


    
      	
            	(b)	
              cause
                or permit their liquidation or
                dissolution;

            


    

    


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

            


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    
      	
            	(d)	
              make
                a general assignment for the benefit of their
                creditors;

            


    

    


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

            


    

    


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

            


    

    


    
      	
            	(g)	
              effect
                any stock split, reclassification or
                combination;

            


    

    


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


            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


    
      	
            	4.3.2	
              The
                Purchaser shall be entitled to rescind this Agreement by notice in
                writing
                to the Seller, the Companies if prior to the Completion Date it appears
                that any of the Warranties is not or was not true and accurate in
                any
                material respects or if there is any material non fulfillment of
                any of
                the Warranties which (being capable of remedy) is not remedied prior
                to
                the Completion Date.

            


    

    


    
      	 	
              4.4

            	
              Any
                of the obligations of Seller hereunder is conditional
                upon:

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

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


            


    

     

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

            


    

     

    
      	
            	4.5	
              The
                Purchaser undertakes to disclose in writing to the Seller anything
                which
                will or is reasonably likely to prevent any of the conditions from
                being
                satisfied at or prior to the Completion Date, as applicable, as soon
                as
                practicable upon becoming aware of such a
                situation.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    
      	
            	4.6	
              Until
                the Completion Date, the Purchaser shall procure that the Warrantor
                and
                the Companies, its agents and representatives are given reasonable
                access
                to such documents relating to the Companies, as the Seller shall
                request.
                The Purchaser will assist the Seller’s auditor to complete the audit
                report of the Companies in accordance with US
                GAAP.

            


    

    


    
      	
            	4.7	
              The
                Seller shall be entitled to rescind this Agreement by notice in writing
                to
                the Purchaser if prior to Completion it appears that any of the Warranties
                is not or was not true and accurate in any material respect or if
                there is
                any material non-fulfillment of any of the Warranties which (being
                capable
                of remedy) is not remedied prior to
                Completion.

            


    

    


    
      	
              5

            	
              COMPLETION

            


    

    


    
      	
            	5.1	
              Subject
                to the terms of this Agreement and subject to the approval of the
                board of
                directors of the Purchaser, the Completion of the transactions
                contemplated by this Agreement, shall take place pursuant to this
                clause
                at the offices of the Purchaser's Legal Counsel on the Completion
                Date.

            


    

    


    
      	
            	5.2	
              Upon
                Completion the Seller, the Company, and the Holding Company shall
                deliver
                to the Purchaser:

            


    

    


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

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

    
      	
            	(e)	
              the
                executed ESA;

            


    

     

    
      	 	
              5.3

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

            


    

    


    
      	
              6

            	
              REPRESENTATIONS,
                WARRANTIES AND
                UNDERTAKINGS

            


    

    


    
      
        	
              	6.1.1	
                Representations
                  and Warranties. The
                  Company, Holding Company, the Seller, and the Warrantor, severally
                  represent, warrant and undertake to the Purchaser (to the extent
                  that the
                  provisions of this clause shall continue to have full force and
                  effect
                  notwithstanding completion, and shall survive for one year thereafter
                  and
                  any Claim in respect of the Warranties must be brought by the Purchaser
                  within 12 months of the Purchaser first becoming aware of the
                  circumstances leading to such Claim)
                  that:

              


      

    

    


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

            


    

    


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

            


    

    


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

            


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
       

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

              


      

      


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

              


      

      


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

              


      

      


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

              


      

      


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

              


      

      


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

              


      

      


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

              


      

      


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

              


      

      


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

              


      

      


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

              


      

      


      
        	
              	6.1.2	
                The
                  Purchaser and PACT jointly and severally, represent, warrant and
                  undertake
                  to the Seller (to the extent that the provisions of this clause
                  shall
                  continue to have full force and effect notwithstanding Completion,
                  and
                  shall survive for one year thereafter and any Claim must be bought
                  by the
                  Seller within 6 months of the Seller first becoming aware of the
                  circumstances leading to such Claim) that the Purchaser and PACT
                  have and
                  will have full power and authority to enter into and perform this
                  Agreement (including the issue of the Escrow Shares) which constitute
                  or
                  when executed will constitute binding obligations on them in accordance
                  with their respective terms. 

              


      

      


      
        	
              	6.2	
                Undertakings

              


      

      


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

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      
        	
              	7.	
                RESTRICTIONS
                  

              


      

       

      
        	
              	7.1	
                The
                  Companies, the Seller, and the Warrantor further severally undertake
                  to
                  the Purchaser that after the Completion
                  Date:

              


      

       

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

              


      

      


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

                


        

      

       

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


              


      

       

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

              


      

      


      
        	
              	7.2	
                The
                  Holding Company undertakes that it will not, without the prior
                  written
                  consent of the Purchaser, for a period of 3 years after
                  Completion:

              


      

      


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

              


      

      


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

              


      

      


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

              


      

      


      
        	
              	7.3	
                Each
                  and every obligation under this clause shall be treated as a separate
                  obligation and shall be severally enforceable as such and in the
                  event of
                  any obligation or obligations being or becoming unenforceable in
                  whole or
                  in part, such part or parts as are unenforceable shall be deleted
                  from
                  this clause and any such deletion shall not affect the enforceability
                  of
                  all such parts of this clause as remain not so
                  deleted.

              


      

      


      
        	
              	7.4	
                The
                  restrictions contained in this clause 7 are considered reasonable
                  by the
                  parties but in the event that any such restriction shall be found
                  to be
                  void but would be valid if some part thereof were deleted or the
                  area of
                  operation or the period of application reduced such restriction
                  shall
                  apply with such modification as may be necessary to make it valid
                  and
                  effective.

              


      

      


      
        	
              	7.5	
                Nothing
                  in this Clause 7 shall apply to:

              


      

      


      
        	 	
                (a)

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

              


      

      


      
        	 	
                (b)

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

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (c)

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

              


      

      


      
        	 	
                (d)

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

              


      

      


      
        	 	
                (e)

              	
                the
                  Company and its subsidiaries carrying on the
                  Business.

              


      

      


      
        	
              	8.	
                BOARD
                  OF DIRECTORS, OPERATION AND
                  MANAGEMENT

              


      

      


      
        	 	
                (a)

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

              


      

      


      
        	 	
                (b)

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

              


      

      


      
        	 	
                (c)

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

              


      

      


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

              


      

      


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

              


      

      


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

              


      

      


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

              


      

      


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

              


      

      


      
        	 	
                (ii)

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

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

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

              


      

      


      
        	 	
                (i)

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

              


      

      


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

              


      

      


      
        	 	
                (k)

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

              


      

      


      
        	 	
                (l)

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

              


      

      


      
        	 	
                (m)

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

              


      

      


      
        	 	
                (n)

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

              


      

      


      
        	 	
                (o)

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

              


      

      


      
        	 	
                (p)

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

              


      

      


      
        	 	
                (q)

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

              


      

      


      
        	 	
                (r)

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

              


      

      


      
        	 	
                (s)

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

              


      

      


      
        	 	
                (t)

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

              


      

      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      


      9.
         INDEMNITY

      


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

      


      10. COSTS

      


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

      


      11. COMPLETE
        AGREEMENT

      


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

      


      12. SEVERABILITY

      


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

      


      13. COUNTERPARTS

      


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

      


      14. NOTICES

      


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

      


      To
        the Purchaser:

      Attn: Victor
        Tong, President

      Floor
        23rd, Tower A, TimeCourt, 

      No.6
        Shuguangxili, 

      Chaoyang
        District Beijing, 

      China.

      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

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

      Attn: Mr.
        Harmen Brenninkmeijer

      Octavian
        International Limited 

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

      Surrey,
        GU2 4 AW

      United
        Kingdom

      


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

      


      16. SETTLEMENT
        OF DISPUTES

      


      
        	 	
                16.1

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

              


        	 	 	 


      

      
        	 	
                16.2

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

              


      

      


      17.
        GOVERNING LAW AND JURISDICTION

      


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


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


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

      


      THE
        PURCHASER: PACIFICNET GAMES INTERNATIONAL CORPORATION

       

      
        	
                By:

              	
                /s/
                  Victor Tong

              
	
                Name:

              	
                Victor
                  Tong

              
	
                Title:

              	
                President

              


      

      


      


      THE
        COMPANY: OCTAVIAN INTERNATIONAL LIMITED 

       

      
        	
                By:

              	
                /s/
                  Harmen Brenninkmeijer

              
	
                Name:

              	
                Harmen
                  Breninnkmeijer

              
	
                Title:

              	 


      

      


      


      THE
        HOLDING COMPANY: EMPEROR HOLDINGS LIMITED

      


      
        	
                By:

              	
                /s/
                  Harmen Brenninkmeijer 

              
	
                Name:

              	
                Harmen
                  Breninnkmeijer

              
	
                Title:

              	
                Director

              


      

      


      


      THE
        SELLER AND WARRANTOR: ZIRIA ENTERPRISES LIMITED 

      


      
        	
                By:

              	
                /s/
                  Harmen Brenninkmeijer

              
	
                Name:

              	
                Harmen
                  Breninnkmeijer

              
	
                Title:

              	
                Director

              


      

      


      


      PACIFICNET
        INC.

       

      
        	
                By:

              	
                /s/
                  Victor Tong 

              
	
                Name:

              	
                Victor
                  Tong

              
	
                Title:

              	
                President

              


      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      SCHEDULE
        1

       

      PART
        I: THE COMPANY SHAREHOLDERS AND SHARES

      


      Company
        Name: Octavian
        International Limited 

       

      
        	
                Name
                  of Shareholder (1)

              	
                Percentage
                  of Shares held by the Shareholder

              
	 	 
	
                 Emperor
                  Holdings Limited

              	
                100%

              


      

       

      PART
        II: THE HOLDING COMPANY SHAREHOLDERS AND SHARES

      


      Company
        Name:
        Emperor Holdings Limited 

       

      
        	
                Name
                  of Shareholder (1)

              	
                Number
                  of Shares held by the Shareholder

              
	 	 
	
                Ziria
                  Enterprises Limited

              	
                2

              


      

      


      PART
        III: THE
        SALE SHARES 

      


      Sale
        Shares: 2
        ordinary
        shares of the Holding Company


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        2

      


      Group
        Companies

      


      Part
        1  Members
        of the Group


      

        
          	
                  Name of Group Company

                	 	
                  Place of Incorporation

                	 	
                  Company

                  Number

                	 	
                  Registered Office

                
	
                  Casino Amusement Technology Supplies Limited

                	 	
                  United
                    Kingdom

                	 	
                  04871087

                	 	
                  19 –
                    20 Bourne Court

                  Southend
                    Road

                  Woodford
                    Green

                  Essex
                    1G8 8HD

                  United
                    Kingdom

                
	 	 	 	 	 	 	 
	
                  Octavian
                    International (Europe) Limited

                	 	
                  United
                    Kingdom

                	 	
                  05854626

                	 	
                  Bury
                    House

                  1-3
                    Bury Street

                  Guildford

                  Surrey
                    GU2 4AW

                
	 	 	 	 	 	 	 
	
                  Octavian
                    International Limited

                	 	
                  United
                    Kingdom

                	 	
                  4185988

                	 	
                  19
                    – 20 Bourne Court

                  Southend
                    Road

                  Woodford
                    Green

                  Essex
                    1G8 8HD

                  United
                    Kingdom

                
	 	 	 	 	 	 	 
	
                  Octavian
                    International (Latin America) Limited

                	 	
                  United
                    Kingdom

                	 	
                  05854627

                	 	
                  Bury
                    House

                  1-3
                    Bury Street

                  Guildford

                  Surrey
                    GU2 4AW

                
	 	 	 	 	 	 	 
	
                  Octavian
                    Latin America S A

                	 	
                  Columbia

                	 	
                  830083714-7

                	 	
                  Cra.
                    9A No 99-02

                  Office
                    803

                  Bogota

                  Colombia

                
	 	 	 	 	 	 	 
	
                  Octavian
                    Italy S.R.L.

                	 	
                  Italy

                	 	
                  03521410237

                	 	
                  Via
                    della Valverde 87

                  37100
                    Verona 

                  Italy

                
	 	 	 	 	 	 	 
	
                  Argelink
                    S.A.

                	 	
                  Argentina

                	 	
                  N/A

                	 	
                  Tte.Gral.
                    Peron 932

                  Piso
                    1

                  1038
                    Capital Federal

                  Argentina

                
	 	 	 	 	 	 	 
	
                  ISHIR
                    Octavian Technologies Private Limited

                	
                    

                	
                  India

                	
                    

                	
                  N/A

                	
                    

                	
                  21-B/1,
                    Friends Colony (West)

                  New
                    Delhi 110065

                  India

                


        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Part
        2 Capital
        Structure of Group

      


      
        	
                Name
                  of Group Company

              	 	
                Casino
                  Amusement Technology Supplies Limited

              
	
                Issued
                  Share Capital

              	 	
                1,000
                  fully paid ordinary shares

              
	
                Shares
                  Held by Company

              	 	
                100%
                  of the issued capital

              
	
                Other
                  Shareholders and number of Shares Held

              	 	
                Nil

              
	
                Other
                  Securities on Issue

              	 	
                Nil

              
	 	 	 
	
                Name
                  of Group Company

              	 	
                Octavian
                  International Limited

              
	
                Issued
                  Share Capital

              	 	
                1,020
                  fully paid ordinary shares

              
	
                Shares
                  Held by Company

              	 	
                100%
                  of the issued capital

              
	
                Other
                  Shareholders and number of Shares Held

              	 	
                Nil

              
	
                Other
                  Securities on Issue

              	 	
                Nil

              
	 	 	 
	
                Name
                  of Group Company

              	 	
                Octavian
                  International (Europe) Limited

              
	
                Issued
                  Share Capital

              	 	
                1,000
                  fully paid ordinary shares

              
	
                Shares
                  Held by Company

              	 	
                100%
                  of the issued capital

              
	
                Other
                  Shareholders and number of Shares Held

              	 	
                Nil

              
	
                Other
                  Securities on Issue

              	 	
                Nil

              
	 	 	 
	
                Name
                  of Group Company

              	 	
                Octavian
                  International (Latin America) Limited

              
	
                Issued
                  Share Capital

              	 	
                1,000
                  fully paid ordinary shares

              
	
                Shares
                  Held by Company

              	 	
                100%
                  of the issued capital

              
	
                Other
                  Shareholders and number of Shares Held

              	 	
                Nil

              
	
                Other
                  Securities on Issue

              	 	
                Nil

              
	 	 	 
	
                Name
                  of Group Company

              	 	
                Octavian
                  Latin America S A

              
	
                Issued
                  Share Capital

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

              
	
                Shares
                  Held by Company

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

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                Other
                  Shareholders and number of Shares Held

              	 	
                Jose
                  Antonio Paternosto L – 200 partly paid ordinary
                  shares

                Federico
                  Botero Giraldo – 2 partly paid ordinary shares

                Jorge
                  Diaz Cardenas – 2 partly paid ordinary shares

                Javier
                  Zarate Lara – 2 partly paid ordinary shares

              
	
                Other
                  Securities on Issue

              	 	
                Nil

              
	 	 	 
	
                Name
                  of Group Company

              	 	
                Octavian
                  Italy S.R.L.

              
	
                Issued
                  Share Capital

              	 	
                Euro
                  50,000 (issued and fully paid)

              
	
                Shares
                  Held by Company

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

              
	
                Other
                  Shareholders and number of Shares Held

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

              
	
                Other
                  Securities on Issue

              	 	
                Nil

              
	 	 	 
	
                Name
                  of Group Company

              	 	
                Argelink
                  S.A.

              
	
                Issued
                  Share Capital

              	 	
                12,000
                  fully paid ordinary shares

              
	
                Shares
                  Held by Company

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

              
	
                Other
                  Shareholders and number of Shares Held

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

              
	
                Other
                  Securities on Issue

              	 	
                Nil

              
	 	 	 
	
                Name
                  of Group Company

              	 	
                ISHIR
                  Octavian Technologies Private Limited

              
	
                Issued
                  Share Capital

              	 	
                50,000
                  fully paid equity shares of 10 Rupees each

              
	
                Shares
                  Held by Company

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

              
	
                Other
                  Shareholders and number of Shares Held

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

              
	
                Other
                  Securities on Issue

              	
                  

              	
                Nil

              


      

      


      Part
        3 Officers
        

      


      
        	
                Name
                  of Group Company

              	 	
                Octavian
                  International Limited

              
	
                Directors

              	 	
                Harmen
                  Brenninkmeijer

                Hans
                  Zeidler

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                Secretary

              	 	
                Jacob
                  Katz (in process of being replaced)

              
	
                Auditor

              	 	
                Grant
                  Thornton UK LLP

              
	 	 	 
	
                Name
                  of Group Company

              	 	
                Casino
                  Amusement Technology Supplies Limited

              
	
                Directors

              	 	
                Harmen
                  Brenninkmeijer

                Hans
                  Zeidler

                Joel
                  Katz (in process of being replaced)

              
	
                Secretary

              	 	
                FS
                  Secretarial Limited

              
	
                Auditor

              	 	
                Grant
                  Thornton UK LLP

              
	 	 	 
	
                Name
                  of Group Company

              	 	
                Octavian
                  International (Europe) Limited

              
	
                Directors

              	 	
                Hans
                  Zeidler

              
	
                Secretary

              	 	
                Bruce
                  Smith

              
	
                Auditor

              	 	
                Grant
                  Thornton UK LLP

              
	 	 	 
	
                Name
                  of Group Company

              	 	
                Octavian
                  International (Latin America) Limited

              
	
                Directors

              	 	
                Hans
                  Zeidler

              
	
                Secretary

              	 	
                Bruce
                  Smith

              
	
                Auditor

              	 	
                Grant
                  Thornton UK LLP

              
	 	 	 
	
                Name
                  of Group Company

              	 	
                Octavian
                  Latin America S A

              
	
                Directors

              	 	
                Federico
                  Botero Giraldo

              
	
                Secretary

              	 	
                July
                  Torres

              
	
                Auditor

              	 	
                Myriam
                  H De Campo

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
                Name
                  of Group Company

              	 	
                Octavian
                  Italy S.R.L.

              
	
                Directors

              	 	
                Mauro
                  Crivellente

              
	
                Secretary

              	 	
                EGG
                  personnel

              
	
                Auditor

              	 	
                Not
                  required as to small under Italian civil codes

              
	 	 	 
	
                Name
                  of Group Company

              	 	
                Argelink
                  S.A.

              
	
                Directors

              	 	
                Fabian
                  Luis Grous

                Paternostro
                  Jose Antonio

              
	
                Secretary

              	 	
                Norma
                  Ubhaches

              
	
                Auditor

              	 	
                Raul
                  Orzanco

              
	 	 	 
	
                Name
                  of Group Company

              	 	
                ISHIR
                  Octavian Technologies Private Limited

              
	
                Directors

              	 	
                Sidharth
                  Swarup

                Rishi
                  Khanna

                Alistair
                  Trond Borthwick

                Colin
                  John McRae

              
	
                Secretary

              	 	
                Not
                  yet appointed

              
	
                Auditor

              	
                  

              	
                Dewan
                  P.N. Chopra

              


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      SCHEDULE
        3 

      CONFIDENTIALITY,
        NON-COMPETITION, AND NON-CIRCUMVENTION AGREEMENT

      Dated
        this 7th
        day
        of Dec. 2007.

      Company
        Name: OCTAVIAN INT. LTD.

      Company
        Address: 1-3 BURY STR. SURRY G42 4AW U.K.

      


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

      


      Confidentiality

       

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

       

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

       

      Confidential
        Information includes without limitation, business records and plans, customer
        and partner lists, investor and investee lists, bank and lending lists, trade
        secrets, pricing structures, business sources, computer programs, names and
        expertise of employees and consultant and other technical, business, financial,
        customer and product development plans, forecasts, strategies and information.
        Confidential information does not include: matters of public knowledge;
        information rightfully received by the Company from a third Party without
        a duty
        of confidentiality; information independently developed by either Party;
        information disclosed by operation of law; information disclosed by PacificNet
        with the prior written consent of the Company; and any other information
        that
        PacificNet agrees in writing is not confidential.

       

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

       

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

       

      
        
          
          

        

        
          Page
            6 of
            10

          
            

          

        

        
          
          

        

      

       

      Non-Circumvention
        

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

      


      General
        Provisions 

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

      


      THE
        PURCHASER: Company A Pacific Net Games International Corp. and
        PacificNet Inc. 

       

      
        	
                By:

              	
                /s/
                  Victor Tong

              
	
                Name:

              	
                Victor
                  Tong

              
	
                Title:

              	
                President

              


      

      


      The
        COMPANY: 

       

      
        	Octavian
                Int. Ltd.
	 
	
                By:

              	
                /s/
                  Harmen Brenninkmeijer

              
	
                Name:

              	
                
                  Harmen
                    Brenninkmeijer

                

              
	
                Title:

              	
                CEO

              


      


      
        
          
          

        

        
          Page
            7 of
            10

          
            

          

        

        
          
          

        

      


      SCHEDULE
        4

      


      Internal
        Control Agreement

      SOX
        Compliance Agreement

      Escrow
        Agreement 

      


      
        
          
          

        

        
          Page
            8 of
            10

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        5 

      


      List
        of third party loans and charges

      


      Loan
        Agreement dated 20 June 2007 between eBet Limited and Octavian International
        Limited (with drawdown notice)

      


      Deed
        of
        Charge dated 15 August 2007 between Octavian International Limited and eBet
        Limited (registered at Companies House on 23 August 2007)

      


      
        
          
          

        

        
          Page
            9 of
            10

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        6

      


      List
        of games and products and related software, patents and
        trademarks

       

      
        
          
          

        

        
          Page
            10
            of 10