THE
      TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT OR ANY DOCUMENT
      WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION THEREOF, INCLUDING WRITTEN
      CONFIRMATIONS OR REFERENCES THERETO, INTO AUSTRIA AS WELL AS PRINTING OUT ANY
      E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN AUSTRIA OR SENDING ANY
      E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS
      TO
      THIS DOCUMENT TO AN AUSTRIAN ADDRESSEE MAY CAUSE THE IMPOSITION OF AUSTRIAN
      STAMP DUTY. ACCORDINGLY, KEEP THE ORIGINAL DOCUMENT AS WELL AS ALL CERTIFIED
      COPIES THEREOF AND WRITTEN AND SIGNED REFERENCES THERETO OUTSIDE OF AUSTRIA
      AND
      AVOID PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN
      AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL
      SIGNATURE WHICH REFERS TO THIS DOCUMENT TO AN AUSTRIAN
      ADDRESSEE.

     

    Austrian
      Gaming Industries GmbH

    (Lender)

    


    and

    


    Octavian
      International Limited 

    (Company)

    


    Loan
      Agreement


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    THE
      TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT OR ANY DOCUMENT
      WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION THEREOF, INCLUDING WRITTEN
      CONFIRMATIONS OR REFERENCES THERETO, INTO AUSTRIA AS WELL AS PRINTING OUT ANY
      E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN AUSTRIA OR SENDING ANY
      E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS
      TO
      THIS DOCUMENT TO AN AUSTRIAN ADDRESSEE MAY CAUSE THE IMPOSITION OF AUSTRIAN
      STAMP DUTY. ACCORDINGLY, KEEP THE ORIGINAL DOCUMENT AS WELL AS ALL CERTIFIED
      COPIES THEREOF AND WRITTEN AND SIGNED REFERENCES THERETO OUTSIDE OF AUSTRIA
      AND
      AVOID PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN
      AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL
      SIGNATURE WHICH REFERS TO THIS DOCUMENT TO AN AUSTRIAN
      ADDRESSEE.

    


    Contents

     

    
      	
              1

            	
              Definitions

            	
              1

            
	 	 	 
	
              2

            	
              Loan
                and Drawdown

            	
              1

            
	 	 	 
	
              3

            	
              Interest

            	
              2

            
	 	 	 
	
              4

            	
              Repayments

            	
              2

            
	 	 	 
	
              5

            	
              Payments

            	
              2

            
	 	 	 
	
              6

            	
              Default

            	
              2

            
	 	 	 
	
              7

            	
              Security

            	
              3

            
	 	 	 
	
              8

            	
              Remedies
                and Waivers

            	
              3

            
	 	 	 
	
              9

            	
              Assignment

            	
              3

            
	 	 	 
	
              10

            	
              Place
                of Performance

            	
              3

            
	 	 	 
	
              11

            	
              Stamp
                Duties

            	
              4

            
	 	 	 
	
              12

            	
              Governing
                Law and Dispute Resolution

            	
              4

            
	 	 	 
	
              13

            	
              Notices

            	
              4

            
	 	 	 
	
              Execution
                page [Important Note: To be executed outside of Austria]

            	
              6

            
	 	 
	
              Schedule
                1

            	
              7

            
	 	 
	
              Schedule
                2

            	
              8

            
	 	 
	
              Schedule
                3

            	
              9

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THE
      TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT OR ANY DOCUMENT
      WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION THEREOF, INCLUDING WRITTEN
      CONFIRMATIONS OR REFERENCES THERETO, INTO AUSTRIA AS WELL AS PRINTING OUT ANY
      E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN AUSTRIA OR SENDING ANY
      E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS
      TO
      THIS DOCUMENT TO AN AUSTRIAN ADDRESSEE MAY CAUSE THE IMPOSITION OF AUSTRIAN
      STAMP DUTY. ACCORDINGLY, KEEP THE ORIGINAL DOCUMENT AS WELL AS ALL CERTIFIED
      COPIES THEREOF AND WRITTEN AND SIGNED REFERENCES THERETO OUTSIDE OF AUSTRIA
      AND
      AVOID PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN
      AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL
      SIGNATURE WHICH REFERS TO THIS DOCUMENT TO AN AUSTRIAN
      ADDRESSEE.

     

    Loan
      Agreement 

     

    Dated
      31 August 2008

     

    Between

     

    
      
        
          	(1)	
                  Austrian
                    Gaming Industries GmbH of
                    Wiener Strasse 158, A-2352 Gumpoldskirchen,
                    Austria, FN 109445 z (Lender);
                    and

                


        

      

    

     

    
      	
              (2)

            	
              Octavian
                International Limited
                registered in England and Wales with number 04185988 of Bury House,
                1-3
                Bury Street, Guildford (Company).

            


    

     

    It
      is agreed as follows:

     

    
      	
              1

            	
              Definitions 

            


    

     

    
      	
              1.1

            	
              In
                this Agreement, the following definitions shall
                apply:

            


    

     

    Business
      Day means
      any
      day on which the banks in Vienna are generally open for business; 

     

    Escrow
      Agent means
      NCC
      Escrow International Limited, escrow agents with offices in Manchester,
      England;

     

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

     

    Event
      of Default has
      the
      meaning given in clause 6;

     

    IP
      Rights has
      the
      meaning set out in the Transfer Agreement

     

    Loan
      has
      the
      meaning given in clause 2.1.

     

    Materials
      has the
      meaning set out in the Transfer Agreement;

     

    Products
      has the
      meaning set out in the Transfer Agreement; and

     

    Transfer
      Agreement
      means
      the agreement relating to the rights of the Lender in relation to the Products
      and Materials upon the occurrence of an Event of Default and as set out in
      Schedule
      1
      to this
      Agreement.

     

    
      	
              2

            	
              Loan
                and Drawdown

            


    

     

    
      	
              2.1

            	
              Subject
                to clause 2.2,
                the Lender agrees to convert a sum of €8,000,000 of outstanding
                trading debt owed by the Company to the Lender into a loan of €8,000,000
                made on the terms set out in this Agreement (the "Loan").

            


    

     

    
      	
              2.2

            	
              The
                Loan shall be conditional upon due execution of the Transfer Agreement
                and
                deposit of the Materials with the Escrow Agent as set forth under
                the
                Transfer Agreement. The conversion of the trading debt owed by the
                Company
                into the Loan shall be effective upon (i) receipt by the Lender of a
                drawdown notice by the Company in the form attached hereto as
                Schedule 3 and (ii) due execution of the Transfer Agreement and
                deposit of the Materials with the Escrow Agent, whichever is the
                later.
                Effective conversion of the trading debt shall be deemed to constitute
                disbursement (Zuzählung)
                of the Loan.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              3

            	
              Interest

            


    

     

    
      	
              3.1

            	
              Interest
                shall accrue daily on the proportion of the Loan outstanding from
                time to
                time in accordance with clause 3.2, from the date of this Agreement
                until
                the Loan is repaid in full.

            


    

     

    
      	
              3.2

            	
              Interest
                shall be calculated annually at a rate of 3 months USD-Libor as displayed
                for the relevant currency and for the relevant period on the appropriate
                page of the Reuters screen plus 4 per cent on the principal amount
                of the
                Loan (subject to a maximum cap on the interest rate of 8 per cent)
                and to
                be paid in accordance with clause 4.

            


    

     

    
      	
              4

            	
              Repayments

            


    

     

    
      	
              4.1

            	
              The
                Loan shall be repayable by the Company in monthly instalments as
                set out
                in Schedule 2 or as agreed from time to time between the Company
                and the
                Lender and which shall be paid in accordance with clause 4.2.

            


    

     

    
      	
              4.2

            	
              Subject
                to clause 6
                the Company will pay the instalments set out at clause 4.1
                above together with all accrued but unpaid interest monthly in arrears
                commencing on the last Business Day of the month of this Agreement
                and on
                the last Business Day of each successive month thereafter until repayment
                in full has been made. Payment shall be made subject to
                clause 10
                to
                an account notified in writing by the Lender to the
                Company.

            


    

     

    
      	
              4.3

            	
              The
                Company may, by giving the Lender prior written notice, prepay the
                Loan
                and any accrued but unpaid interest at any time in whole or in
                part.

            


    

     

    
      	
              5

            	
              Payments

            


    

     

    Unless
      required by law and unless the Company and the Lender agree otherwise,
      all
      payments
      made by the Company hereunder shall be made free and clear of and without any
      deduction for or on account of any tax, set-off or counterclaim.

     

    
      	
              6

            	
              Default

            


    

     

    If,
      for
      any reason whatsoever, any of the following events (each an "Event
      of Default")
      occurs:

     

    
      	
              6.1.1

            	
              the
                Company fails to pay when due any sum payable under this Agreement
                and
                such failure is not rectified within 30 days of the due date for
                such
                payment; or

            


    

     

    
      	
              6.1.2

            	
              steps
                are taken for the winding-up or dissolution of the Company, the Company
                becomes insolvent or is deemed unable to pay its debts within the
                meaning
                of Section 123 of the Insolvency Act 1986; steps are taken by any
                person
                to appoint an administrative or other receiver of the Company or
                any of
                its property or assets; or steps are taken towards an application
                for an
                administration order in relation to the Company;
                or

            


    

     

    
      	
              6.1.3

            	
              it
                becomes impossible or unlawful, in the reasonable opinion of the
                Lender,
                to fulfil any of the obligations contained in this Agreement or for
                the
                Lender to exercise any of the rights vested in it under this
                Agreement,

            


    

     

    then
      the
      Lender (i) by notice in writing to the Company, may terminate the
      obligations of the Lender under this Agreement and/or may declare the
      outstanding amount of the Loan and all accrued but unpaid interest immediately
      due and payable, at which time it shall become immediately due and payable;
      and
      (ii) may exercise its rights under the Transfer Agreement.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              7

            	
              Security

            


    

     

    
      	
              7.1

            	
              As
                security for the payment of the Loan pursuant to this Agreement,
                the
                Company undertakes simultaneously with execution of this Agreement
                and no
                later than upon submitting the drawdown notice pursuant to
                clause 2.2,
                to:

            


    

     

    
      	 	
              (a)

            	
              enter
                into the Transfer Agreement and comply with all obligations set out
                therein; and

            


    

     

    
      	 	
              (b)

            	
              enter
                into an agreement with an Austrian notary public acting as escrow
                agent
                appointed by the Lender for the deposit of materials relating to
                the
                Products in the form annexed to this
                Agreement.

            


    

     

    
      	
              7.2

            	
              The
                Company undertakes that it shall not, from the date of this Agreement
                until repayment of the Loan (and all interest accrued thereon) in
                full in
                accordance with the terms of this
                Agreement:

            


    

     

    
      	 	
              (a)

            	
              assign
                ownership of any of the IP Rights in the Products or Materials to
                any
                person other than the Lender;

            


    

     

    
      	 	
              (b)

            	
              grant
                any licence or sub-licence of any IP Rights in the Products or Materials
                to any person other than in the ordinary course of business or with
                the
                prior written consent of the Lender;
                or

            


    

     

    
      	 	
              (c)

            	
              create
                or permit to subsist any Encumbrance over the IP Rights in the Products
                or
                Materials other than pursuant to this Agreement and the Transfer
                Agreement
                or otherwise to the Lender.

            


    

     

    
      	
              8

            	
              Remedies
                and Waivers

            


    

     

    No
      failure to exercise, or any delay in exercising, any right or remedy hereunder
      shall operate as a waiver thereof, nor shall any single or partial exercise
      of
      any right or remedy prevent any further exercise thereof or the exercise of
      any
      other right or remedy. The rights and remedies herein provided are cumulative
      and not exclusive of any rights or remedies provided by law.

     

    
      	
              9

            	
              Assignment

            


    

     

    The
      Lender (but not the Company) may assign any of its rights under this Agreement
      to any person.

     

    
      	
              10

            	
              Place
                of Performance

            


    

     

    The
      Parties agree that that the exclusive place of performance (Erfüllungsort)
      for all
      rights and obligations under this Agreement shall in any case be a place outside
      the Republic of Austria, which especially means that all payment of amounts
      under this Agreement shall be made from and to, respectively, a bank account
      outside of the Republic of Austria. It is expressly agreed between the Parties
      hereto that any performance within the Republic of Austria will not establish
      Austria as the place of performance and shall be deemed not effective with
      respect to any Party hereto. Further, the Parties agree that the fulfilment
      of
      any contractual obligation under this Agreement within Austria does not result
      in a discharge of debt.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              11

            	
              Stamp
                Duties

            


    

     

    All
      stamp
      duties (Rechtsgeschäftsgebühren)
      arising
      out of or in connection with this Agreement, if any, shall be solely borne
      and
      paid by the Company. The Company shall indemnify and hold AGI and its advisers
      harmless from and against any stamp duties payable by AGI or any of its
      advisers.

     

    
      	
              12

            	
              Governing
                Law and Dispute Resolution

            


    

     

    This
      Agreement shall be governed by and construed in accordance with Austrian law,
      with the exception of (i) the UN Sales Convention and (ii) the conflict of
      law
      rules of Austrian private international law.

     

    Any
      and
      all disputes arising out of or in connection with this Agreement, including,
      without limitation, a dispute as to the conclusion, validity or existence of
      this Agreement, shall be finally and exclusively resolved and settled under
      the
      Rules of Arbitration and Conciliation of the International Arbitral Centre
      of
      the Economic Chamber Austria in Vienna, Austria, as amended from time to time
      (the "Vienna
      Rules"),
      by
      three arbitrators appointed in accordance with these rules. The language of
      the
      arbitration shall be English. The seat of the arbitration shall be Munich.
      Any
      award and/or final decision of the arbitrators shall include a decision on
      costs, including, without limitation, fees of counsel.
      Each of
      the Parties agrees not to resist the enforcement of any arbitration award
      obtained in connection with this Agreement other than as expressly permitted
      by
      the 1958 New York Convention on the Recognition and Enforcement of Foreign
      Arbitration Awards.

     

    Notwithstanding
      the foregoing, the Parties agree that, in addition to any and all other remedies
      that may be available under this Agreement, each Party shall be entitled to
      request injunctive relief or to initiate injunction proceedings at the
      (ordinary) courts of competent jurisdiction.

     

    
      	
              13

            	
              Notices

            


    

     

    Any
      notice(s) required or permitted in connection with this Agreement or by law
      shall be given in writing by an authorized representative of the relevant Party
      and shall be delivered by hand, sent to the recipient by certified or registered
      mail or by international courier service (such as DHL, UPS or the like), or
      facsimile transmission (with the original to follow within 5 Business Days)
      to
      the address set forth below or an address to be provided by the relevant Party
      (but in any case an address outside of Austria) in writing and by certified
      or
      registered mail, postage prepaid, with reference to this Clause 13 to the
      other Party. Any Notice shall be effective upon receipt and shall be deemed
      to
      have been received:

     

    
      	 	
              §

            	
              at
                the time of delivery, if delivered by hand, registered or certified
                mail
                or courier;

            


    

     

    
      	 	
              §

            	
              at
                the time of transmission in legible form, if delivered by
                fax.

            


    

     

    If
      to
      the Borrower:

    Octavian
      International Limited

    Attn:
      Harmen Brenninkmeijer and Peter Moffitt

    Bury
      House

    1-3
      Bury
      Street

    Guildford
      Surrey GU2 4AW

    United
      Kingdom

    Fax:
      +44
      (0) 1483 543 540


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    If
      to
      the Lender:

    Austrian
      Gaming Industries GmbH

    c/o
      AGI
      Hungária

    Emese
      Altusz

    Attn:
      Peter Stein

    9352
      Veszkény

    Hungary

    Fax:
      +36
      96 575 006

    


    The
      Parties agree that notwithstanding any other provisions of this Agreement,
      any
      communication to be made under or in connection with the Loan or this Agreement
      shall be made to an address outside the Republic of Austria. The foregoing
      sentence applies to any communication under or in connection made by fax,
      electronic message, including in particular emails or attachments thereto,
      or in
      any other written form relevant for purposes of the Austrian Stamp Duty Act
      (GebG).
      In
      particular, no such communication shall be sent, read, brought, transferred,
      saved or kept within the Republic of Austria at any time.

    


    As
      witness the hands of the duly authorised representatives of the parties hereto
      the day and year first before written.

    


    [Remainder
      of this page intentionally left blank. Execution page follows
      immediately.]


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Execution
      page [Important Note: To be executed outside of Austria]

     

    
      	
              Signed
                by
                [                         ]

            	 	
              )

            	 	 
	
              duly
                authorised for and

            	 	
              )

            	 	 
	
              on
                behalf of

            	 	
              )

            	 	 
	
              AUSTRIAN
                GAMING

            	 	
              )

            	 	 
	
              INDUSTRIES
                GmbH

            	 	
              )

            	
               

            	 
	 	 	 	 	 
	 	 	 	 	 
	
              Signed
                by
                [                         ]

            	 	
              )

            	 	 
	
              duly
                authorised for and

            	 	
              )

            	 	 
	
              on
                behalf of

            	 	
              )

            	 	 
	
              OCTAVIAN
                INTERNATIONAL

            	 	
              )

            	 	 
	
              LIMITED

            	 	
              )

            	
              
                /s/
                  Harmen Brenninkmeijer

              

            	 


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Schedule
      1

     

    Intellectual
      Property Agreement


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Schedule
      2

     

    Instalments

     

    48
      equal
      instalments of €166.666,67 to be paid on the last Business Day of each month
      commencing on 31.10.2008 and on the last Business Day of each successive month
      thereafter until repayment in full has been made.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Schedule
      3 Drawdown Notice

     

    From: Octavian
      International Limited

     

    as
      Borrower

     

    To: Austrian
      Gaming Industries GmbH

     

    as
      Lender

     

    Date: [●]
      

     

    Loan
      Agreement dated [●] 2008 (Loan Agreement) between Octavian International
      Limited, as Borrower, and, Austrian Gaming Industries GmbH, as
      Lender.

     

    
      	
              1

            	
              We
                refer to the Loan Agreement. Terms defined in the Loan Agreement
                (whether
                directly or by incorporation therein) shall have the same respective
                meanings when used in this notice.

            


    

     

    
      	
              2

            	
              We
                hereby give notice in accordance with the provisions of the Loan
                Agreement
                that we wish an advance to be made as
                follows:

            


    

     

    
      	
              (a)

            	
              Amount:

            	
              €8,000,000
                

            
	 	 	 
	
              (b)

            	
              Currency:

            	
              Euros

            
	 	 	 
	
              (c)

            	
              Drawdown
                Date:

            	
              [●]

            


    

     

    
      	
              3

            	
              This
                notice is irrevocable.

            


    

     

    
      	
              4

            	
              The
                proceeds of this drawdown should be credited to such account as we
                shall
                separately designate to you.

            


    

     

    Yours
      faithfully

     

    
      	   
	
              for
                and on behalf of

            
	
              Octavian
                International Limited

            


    


    
      
        
        

      

      
        9