FRAMEWORK
      AGREEMENT

    


    FRAMEWORK
      AGREEMENT

    


    concluded
      by and between

    


    Octavian
      International Limited

    Company
      No. 04185988

    Bury
      House

    1-3
      Bury
      Street

    Guildford
      Surrey GU2 4AW

    United
      Kingdom

    


    and

    


    Ziria
      Enterprises Ltd.

    319,
      28th
      October
      Street

    Kanika
      Business Centre

    2nd
      Floor

    Limassol

    Cyprus

    


    and

    


    Harmen
      Brenninkmeijer

    born
      23
      January 1965

    25
      Ayias
      Zonis Str Suite 167

    Limassol

    Cyprus
      3027

    


    ON
      THE
      ONE HAND
      and

    


    Austrian
      Gaming Industries GmbH

    FN
      109445
      z

    Wiener
      Strasse 158

    2352
      Gumpoldskirchen

    Austria

    


    ON
      THE
      OTHER HAND

    


    as
      follows:

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              1

            	
              Preamble

            


    

     

    
      	
              1.1

            	
              Octavian
                International Limited is a company limited by shares with corporate
                seat
                at Bury House and business address at 1-3 Bury Street, Guildford
                Surrey
                GU2 4AW, United Kingdom, registered in the Companies House under
                Company No. 04185988 ("Octavian
                Ltd").
                A group chart describing the ownership and group structure of Octavian
                and
                its shareholders and affiliates (the "Octavian
                Group")
                as at the date hereof is attached hereto as Exhibit 1.1.

            


    

     

    
      	
              1.2

            	
              Ziria
                Enterprises Ltd. is a limited liability company with corporate seat
                in
                Cyprus and business address at, 319, 28th
                October Street, Kanika Business Centre, 2nd
                Floor, Limassol, Cyprus, ("Ziria").
                Ziria is the sole shareholder of Octavian
                Ltd.

            


    

     

    
      	
              1.3

            	
              Mr
                Harmen Brenninkmeijer, born on 23 January 1965("HB"),
                is the ultimate legal and beneficial owner of Octavian Ltd and Ziria
                and
                thus of the companies of the Octavian
                Group.

            


    

     

    
      	
              1.4

            	
              It
                is now contemplated to restructure the Octavian Group, including
                without
                limitation by certain share transfers and corporate restructurings
                as well
                as a third party investor financing round (the "PIPE
                Financing").
                In the course of these restructurings, inter
                alia,
                a
                new 100% group holding company will be established
                (hereinafter "Octavian
                NewCo";
                Octavian Ltd and Octavian NewCo are collectively also referred to
                as
                "Octavian").
                Octavian NewCo will hold 100 % of the shares in Octavian Ltd.
                Octavian Ltd will continue to hold all rights (including the
                IP Rights as defined in the Transfer Agreement) and obligations
                (including the debts owed to AGI) as it held immediately prior to
                completion of the restructuring. A group chart describing the target
                ownership and group structure of the Octavian Group following these
                restructurings is attached hereto as Exhibit 1.4.

            


    

     

    
      	
              1.5

            	
              Austrian
                Gaming Industries GmbH is a limited liability company (Gesellschaft
                mit beschränkter
                Haftung)
                with corporate seat in Gumpoldskirchen and business address at Wiener
                Strasse 158, 2352 Gumpoldskirchen, Austria, registered in the companies
                register of the Wiener Neustadt Regional Court under FN 109445 z
                ("AGI";
                Octavian, Ziria and AGI are collectively also referred to as
                the "Parties"
                and each of the Parties individually as a "Party").

            


    

     

    
      	
              1.6

            	
              Upon
                the terms and subject to the conditions of this Framework Agreement
                (the "Agreement")
                and certain agreements to be entered into by and between the Parties
                in
                connection with this Agreement, AGI is contemplating a potential
                transaction with and investment in
                Octavian.

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              2

            	
              Terms
                of Investment

            


    

     

    
      	
              2.1

            	
              As
                a consequence of an assumption of debts (Schuldübernahme)
                of CATS Ltd. by Octavian, as of the date of this Agreement, Octavian
                owes AGI a total of EUR 18,756,205.78, resulting from deliveries of
                goods and services by AGI (the "Accounts
                Payable").

            


    

     

    
      	
              2.2

            	
              Subject
                to the terms and conditions of this Agreement, AGI is prepared to
                convert
                an amount of EUR 8,000,000 of the Accounts Payable into a loan by AGI
                to Octavian (the "Loan").
                Attached hereto as Exhibit 2.2
                is
                a draft loan agreement on the basis of which AGI is prepared to provide
                the Loan to Octavian (the "Loan
                Agreement").
                Octavian and AGI undertake to enter into the Loan Agreement upon
                satisfaction of the Conditions set forth in Clause 3.1.1.

            


    

     

    
      	
              2.3

            	
              As
                security for Octavian's obligations under the Loan, including without
                limitation as to payment of interest and repayment of principal,
                Octavian
                shall conditionally transfer to AGI all of its present and future
                rights,
                title and interest in the Products and Materials (as defined in the
                Transfer Agreement) on the terms and conditions of an Intellectual
                Property Rights Transfer Agreement in form and substance corresponding
                to
                the draft attached hereto as Exhibit 2.3
                (the "Transfer
                Agreement").
                The documentation relating to the IP Rights (as defined in the
                Transfer Agreement) in the Products and the Materials shall be deposited
                with an Austrian notary public acting as escrow agent as further
                set forth
                in the Transfer Agreement. Octavian and AGI undertake to enter into
                the
                Transfer Agreement simultaneously with the Loan Agreement. Drawdown
                of the
                Loan (as set forth in the Loan Agreement) shall be conditional upon
                due
                execution of the Transfer Agreement and deposit of the Products and
                Materials with the escrow agent pursuant to the terms of the Transfer
                Agreement.

            


    

     

    
      	
              2.4

            	
              Subject
                to and upon satisfaction of the Conditions set forth in
                Clause 3.1.1,
                AGI is further prepared to convert an additional amount of
                EUR 4,000,000 of the Accounts Payable into an equity participation in
                Octavian Ltd against issuance of a total of not less than 652 fully
                paid up newly issued shares of Octavian Ltd to AGI
                (the "First
                Round New
                Shares").
                The First Round New Shares shall correspond to a participation in
                the
                total nominal share capital of Octavian Ltd of not less than
                35 % and shall
                carry the same pro
                rata
                rights, including without limitation voting and dividend rights as
                all
                other shares of Octavian Ltd.

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              2.5

            	
              Subject
                to satisfaction of the Conditions set forth in Clause 3.1.1,
                AGI is further prepared to invest in Octavian an amount of
                USD 5,000,000 in cash against issuance to AGI of a total of not less
                than 5,000,000 fully paid up newly issued convertible notes issued
                by the
                Octavian NewCo, the 100% Delaware incorporated holding company of
                Octavian
                (the "Second
                Round Investment").
                The Second Round Investment shall correspond to a participation in
                the
                total issued convertible notes of Octavian NewCo of not less than
                USD
                20,000,000, inclusive of AGI's USD 5,000,000 and shall carry the
                same
                pro
                rata
                rights as all other convertible notes of Octavian NewCo. AGI is prepared
                to subscribe for the convertible notes on terms and conditions
                substantially similar to the terms at which the third party investors
                provide the USD 15,000.000 equity financing. Subject to any
                restrictions set out in the constitutional documents of the holding
                company or otherwise in any applicable listing rules or other law
                or
                regulation, AGI shall be free to sell or otherwise transfer its stake
                in
                Octavian NewCo in its sole discretion via a stock exchange or off
                market
                at any time. Notwithstanding anything contained in this Agreement
                or the
                Ancillary Agreements, the conversion of funds pursuant to
                Clause 2.2
                and/or Clause 2.4
                and/or the payment by AGI pursuant to Clause 2.5
                shall not become effective or due, as the case may be and shall be
                blocked
                for drawdown by Octavian until receipt by AGI of the documents set
                forth
                in Clause 3.1.1.
                The Loan Agreement and the Transfer Agreement are collectively also
                referred to as the "Ancillary
                Agreements".

            


    

     

    
      	
              2.6

            	
              Subject
                to satisfaction of the Conditions set forth in Clause 3.1.1,
                AGI is prepared to enter into a share for Share Exchange Agreement
                pursuant to which the First Round New Shares will be exchanged for
                such
                number of fully paid up newly issued shares of common stock issued
                by
                Octavian NewCo - the 100% Delaware incorporated holding company of
                Octavian Ltd. - as shall equal 29,4% ownership of Octavian NewCo
                after
                giving effect to the Share Exchange Agreeement, the Second Round
                Investment (including all outside investors participating in such
                round
                alongside AGI) and assuming the conversion of all such convertible
                notes
                into common stock of Octavian NewCo, but not including the possible
                exercise of any common stock purchase warrants issued as part of
                the
                Second Round Investment, provided that AGI is prepared to enter such
                agreement on the basis that all the shareholders in Octavian NewCo
                shall
                have the same pro
                rata rights
                and obligations under such
                agreement.

            


    

     

    
      	
              2.7

            	
              Upon
                receipt by Octavian of the not less than USD 15,000.000 equity
                financing from third party investors (see Clause 3.1.1),
                Octavian shall repay to AGI promptly and without delay part of the
                Accounts Payable in an amount equal to EUR 2,000,000. Octavian
                further undertakes to repay the remainder of the Accounts Payable
                promptly
                in 3 (three) equal instalments of EUR 1,585,401,93 on
                 31.10.2008, 30.11.2008 and 31.12.2008
                respectively.

            


    

     

    
      	
              2.8

            	
              Each
                of Ziria and HB hereby guarantees (§ 880a second case ABGB) the
                prompt compliance with and fulfilment of Octavian's obligations under
                or
                in connection with this Agreement, provided always that this shall
                not be
                a guarantee of the satisfaction of the
                Conditions.

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              3

            	
              Conditions

            


    

     

    
      	
              3.1

            	
              This
                Agreement and the obligations of the Parties hereunder are conditional
                upon satisfaction of all of the following (suspensive) conditions
                (the "Conditions";
                aufschiebende
                Bedingungen)
                (to the extent not waived by AGI pursuant to Clause 3.2):

            


    

     

    
      	
              3.1.1

            	
              Receipt
                by AGI of (i) a written confirmation by Oppenheimer & Co. Inc.
                and (ii) other evidence satisfactory to AGI, including without
                limitation a copy of an escrow account statement, evidencing that
                an
                escrow agent acting on an irrevocable mandate for this transaction
                has
                irrevocably received, free and clear of all liens, charges, encumbrances
                and other third party rights of whatever kind or nature, an amount
                of not
                less than USD 15,000.000, due and payable to Octavian no later than
                on 30.09.2008 from third party investors independent from Octavian,
                its
                directors, shareholders and related parties;
                and

            


    

     

    
      	
              3.1.2

            	
              full
                (re)payment of all amounts due under that certain loan agreement
                by and
                between Octavian as borrower and eBet Limited as lender dated 20.06.2007
                (the "eBet-Loan");
                and submission of a written confirmation by eBet Limited that Octavian
                has
                duly fulfilled all of its obligations under the eBet-Loan;
                and

            


    

     

    
      	
              3.1.3

            	
              full
                and irrevocable discharge and release of the charge under that certain
                deed of charge by and between Octavian as chargor and eBet Limited
                as
                chargee dated 15.08.2007; and submission of a written confirmation
                by eBet
                Limited that it has no further rights or claims under or in connection
                with the charge or in relation to the charged property (as therein
                defined); and

            


    

     

    
      	
              3.1.4

            	
              execution
                of the Ancillary Agreements and deposit of the Products and Materials
                (as
                defined in the Transfer Agreement) with the escrow
                agent.

            


    

     

    
      	
              3.2

            	
              To
                the extent permitted by law, AGI may waive any of the Conditions
                set forth
                in Clause 3.1
                at
                any time on or prior to the Long-Stop Date by a written instrument
                duly
                executed by AGI.

            


    

     

    
      	
              3.3

            	
              In
                the event that the Conditions have not been met or satisfied on or
                prior
                to 30.09.2008 (the "Long-Stop
                Date"),
                AGI and Octavian may terminate this Agreement by giving written notice
                to
                the other Party, unless the period(s) has/have been changed to (a)
                different date(s) by mutual consent. Neither AGI nor Octavian shall
                have a
                right to terminate this Agreement if they have prevented the occurrence
                of
                any of the Conditions. 

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              4

            	
              Confidentiality

            


    

     

    The
      Parties shall treat as strictly confidential and not disclose or use any
      information received or obtained as a result of entering into this Agreement
      which relates to (A) the existence, the subject matter or the provisions of
      this Agreement; or (B) the negotiations relating to this Agreement, unless
      (i) the disclosure or use is required by law, any regulatory body, or any
      recognised stock exchange on which securities of any Party or the holding
      company of any Party are listed or are to be listed; or (ii) the disclosure
      or use is required to vest the full benefit of this Agreement or of any other
      agreement entered into in connection with this Agreement in any Party; or
      (iii) the disclosure or use is required for the purpose of any judicial
      proceedings arising out of this Agreement or any other agreement entered into
      under or pursuant to this Agreement or the disclosure is made to a tax authority
      in connection with the tax affairs of the disclosing Party; or (iv) the
      disclosure is made to professional advisers of any Party on terms that such
      professional advisers undertake to comply with the provisions of this
      Clause 4
      in
      respect of such information as if they were a party to this Agreement, or
      (v) the other Parties have given prior written approval to the disclosure
      or use. Each Party undertakes to use reasonable efforts to obtain comments
      from
      the other Party before making a disclosure or issuance of a release or public
      statement.

    


    
      	
              5

            	
              Costs
                and Expenses

            


    

     

    
      	
              5.1

            	
              Subject
                to Clause 5.2,
                each Party shall be responsible for and bear its own costs and expenses
                incurred in connection with the preparation, negotiation, conclusion
                and
                consummation of this Agreement and the Ancillary Agreements and the
                transactions contemplated thereby, including the costs and expenses
                of its
                advisors, in particular attorneys fees, auditors fees, as well as
                fees of
                financial advisors, if any.

            


    

     

    
      	
              5.2

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

            


    

     

    
      	
              6

            	
              Governing
                Law and Dispute Resolution

            


    

     

    
      	
              6.1

            	
              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.

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              6.2

            	
              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.

            


    

     

    
      	
              6.3

            	
              Notwithstanding
                Clause 6.2,
                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.

            


    

     

    
      	
              7

            	
              Final
                Provisions

            


    

     

    
      	
              7.1

            	
              Each
                of the Parties shall from time to time execute such documents and
                perform
                such acts and things as any Party may reasonably require to give
                any Party
                the full benefit of this Agreement or the Ancillary
                Agreements.

            


    

     

    
      	
              7.2

            	
              This
                Agreement shall be drawn up in English and the English language shall
                therefore be the governing language. Any translations are for convenience
                only and shall thus not be authorative for the interpretation of
                this
                Agreement.

            


    

     

    
      	
              7.3

            	
              This
                Agreement is executed in 2 (two) counterparts, one for Octavian and
                one
                for AGI, each of which shall be deemed an original and all of which
                together shall constitute one and the same
                instrument.

            


    

     

    
      	
              7.4

            	
              This
                Agreement constitutes the entire agreement and understanding of the
                Parties relating to the subject matter hereof and supersedes all
                prior
                agreements and understandings, whether oral or written, relating
                to the
                subject matter hereof. Any amendments and modifications shall be
                valid
                only if agreed upon in writing and signed by the Parties hereto;
                this
                formal requirement may only be waived in
                writing.

            


    

     

    
      	
              7.5

            	
              This
                Agreement shall be binding upon, and inure to the benefit of, the
                Parties
                and their respective successors and permitted assigns. This Agreement
                may
                not be assigned by Octavian or Ziria without the prior written consent
                of
                AGI or by AGI without the prior written consent of
                Octavian.

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              7.6

            	
              All
                Exhibits to this Agreement are an integral part of this Agreement.
                All
                Exhibits to this Agreement and all information disclosed therein
                is (are)
                true, accurate and complete and not misleading. All references in
                this
                Agreement to an Exhibit shall be deemed to be references to a clause
                of
                this Agreement unless the context otherwise
                requires.

            


    

     

    
      	
              7.7

            	
              Clause
                and subsection headings of this Agreement are for ease of reference
                only
                and do not affect the substance, meaning or interpretation of any
                provision hereof. Words denoting the singular include the plural
                and vice
                versa, words denoting any one gender include both genders. All references
                to legal provisions shall include references to any statutory modification
                or re-enactment thereof, whether before or after the
                Signing.

            


    

     

    
      	
              7.8

            	
              The
                Parties to this Agreement have participated jointly in the negotiation
                and
                drafting of this Agreement. If any ambiguity or question of intent
                or
                interpretation arises, this Agreement shall be construed as if drafted
                jointly by all Parties hereto, and no presumption or burden of proof
                shall
                arise favouring or disfavouring any Party by virtue of the authorship
                of
                any provision of this Agreement.

            


    

     

    
      	
              7.9

            	
              The
                failure of any Party to enforce or to exercise, at any time or for
                any
                period of time any term of or any right or remedy arising pursuant
                to or
                under this Agreement shall not constitute, and shall not be construed
                as,
                a waiver of such term or right or remedy and shall in no way affect
                that
                Party's right to enforce or exercise it later, provided that such
                right is
                not time barred, expired or precluded. Any waiver to this effect
                must be
                explicitly in writing.

            


    

     

    
      	
              7.10

            	
              If
                any provision of this Agreement shall be held to be illegal, invalid
                or
                unenforceable, in whole or in part, such provision or part shall
                to that
                extent be deemed not to form a part of this Agreement but the legality,
                validity or enforceability of the remainder of this Agreement shall
                not be
                affected. The illegal, invalid or unenforceable provision, in whole
                or in
                part, shall be replaced by such valid and enforceable provision which
                corresponds to the original intention and purpose of the illegal,
                invalid
                or unenforceable provision.

            


    

     

    
      	
              7.11

            	
              Any
                notice(s) required or permitted in connection with this Agreement
                or by
                law (each a "Notice")
                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 in writing and by certified or registered
                mail, postage prepaid, with reference to this Clause 7.11
                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
      Octavian:

    Octavian
      International Limited

    Attn:
      Harmen Brenninkmeijer and Peter Moffitt

    Bury
      House

    1-3
      Bury
      Street

    Guildford
      Surrey GU2 4AW

    United
      Kingdom

    Fax:
      +44
      1483 543 540

    


    If
      to
      AGI:

    Austrian
      Gaming Industries GmbH

    c/o
      AGI
      Hungaria Kft

    Emese
      Altusz

    Attn:
      Peter Stein

    Fo
      utca
      186

    9352
      Veszkeny

    Hungary

    Fax:
      +36
      96 575 006

    


    The
      Parties agree that notwithstanding any other provisions of this Agreement or
      the
      Ancillary Agreements, any communication to be made under or in connection with
      this Agreement or the Ancillary Agreements 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.

    


    List
      of Exhibits

    


    
      	
              Exhibit 1.1

            	
              Current
                Group Structure Chart;

            
	
              Exhibit 1.4

            	
              Target
                New Group Structure Chart;

            
	
              Exhibit 2.2

            	
              Draft
                Loan Agreement;

            
	
              Exhibit 2.3

            	
              Draft
                Transfer Agreement;

            


    

    


    
      2008

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    For
      and on behalf of Octavian International Limited

    
 

    

    


    


    For
      and on behalf of Ziria Enterprises Ltd.

    


    


    

    


    


    For
      and on behalf of Harmen Brenninkmeijer

    


    


    

     

     

     

    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Octavian
      Global Technologies INC

    


    All
      amounts in ($'000's)

    


    

    


    Step
      1:

    AGI
      Agreement: AGI exchanges €4 million ($6.4million USD) of accounts payable into
      35% of Octavian International Ltd UK Equity

    


    Step
      2:

    PacificNet
      Agreement: Ziria will assign 5% of its value to PacificNet

    


    Step
      3:

    Lilac
      Agreement: Ziria will assign 13% of its holdings to Lilac LLC

    


    Step
      4:

    Table
      represents the ownership of Octavian Pre-Financing

    


    Step
      4b:

    Table
      represents the ownership of Octavian Pre-Financing in # of shares based on
      a
      price of $3.0 per share


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    DRAFT-
      SUBJECT TO CONTRACT 

    


    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.

    


    EXHIBIT
      2.2 to Framework Agreement

    


    Austrian
      Gaming Industries GmbH

    (Lender)

    


    and

    


    Octavian
      International Limited 

    (Company)

     

    
Loan
      Agreement

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    DRAFT- SUBJECT TO CONTRACT 

    DRAFT- SUBJECT TO CONTRACT 

    


    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

            	
              2

            
	
              3

            	
              Interest

            	
              2

            
	
              4

            	
              Repayments

            	
              2

            
	
              5

            	
              Payments

            	
              3

            
	
              6

            	
              Default

            	
              3

            
	
              7

            	
              Security

            	
              3

            
	
              8

            	
              Remedies
                and Waivers

            	
              4

            
	
              9

            	
              Assignment

            	
              4

            
	
              10

            	
              Place
                of Performance

            	
              4

            
	
              11

            	
              Stamp
                Duties

            	
              4

            
	
              12

            	
              Governing
                Law and Dispute Resolution

            	
              5

            
	
              13

            	
              Notices

            	
              5

            
	
              Execution
                page

            	
              7

            
	
              Schedule
                1

            	
              8

            
	
              Schedule
                2

            	
              9

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DRAFT
      - SUBJECT TO CONTRACT

    


    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                                                                                            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
      [●], notary public with offices in [●];

     

    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] 1 
                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 [●] 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 [● quoted
                on page [●] of [●]] 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.

            


    

     

      
        

      

    

    
      1
        AGI to
        confirm exact amounts.

       

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              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.

     

    
      	
              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.

     

    
      	
              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

    


    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.]

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

            	
              )

              )

              )

              )

            	
               

               

               

               

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      1

     

    Intellectual
      Property Agreement

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      2

     

    Instalments

     

    36
      equal
      instalments of € 22,2222.23 to be paid on the last Business Day of each month
      commencing with 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.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              IP
                RIGHTS TRANSFER AGREEMENT

            	
              DRAFT

            
	
              CONFIDENTIAL –
                SUBJECT TO CONTRACT

            	
              31.07.2008

            


    

    


    EXHIBIT
      2.3 TO FRAMEWORK AGREEMENT

    


    INTELLECTUAL
      PROPERTY RIGHTS TRANSFER AGREEMENT

    


    concluded
      by and between

    


    Octavian
      International Limited

    Company
      No. 04185988

    Bury
      House

    1-3
      Bury
      Street

    Guildford
      Surrey GU2 4AW

    United
      Kingdom

    


    hereinafter
      referred to as "Octavian"

    


    and

    


    Ziria
      Enterprises Ltd.

    319,
      28th
      October
      Street

    Kanika
      Business Centre

    2nd
      Floor

    Limassol

    Cyprus

    


    hereinafter
      referred to as "Ziria"

    


    and

    


    Harmen
      Brenninkmeijer

    born
      23
      January 1965

    25
      Ayias
      Zonis Str Suite 167

    Limassol

    Cyprus
      3027

    


    hereinafter
      referred to as "HB"

    


    ON
      THE
      ONE HAND

    


    and

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              IP
                RIGHTS TRANSFER AGREEMENT

            	
              DRAFT

            
	
              CONFIDENTIAL –
                SUBJECT TO CONTRACT

            	
              31.07.2008

            


    

    


    Austrian
      Gaming Industries GmbH

    FN
      109445
      z

    Wiener
      Strasse 158

    2352
      Gumpoldskirchen

    Austria

    


    hereinafter
      referred to as "AGI"

    


    ON
      THE
      OTHER HAND

    


    as
      follows:

    


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	
              IP
                RIGHTS TRANSFER AGREEMENT

            	
              DRAFT

            
	
              CONFIDENTIAL –
                SUBJECT TO CONTRACT

            	
              31.07.2008

            


    

    


    Octavian,
      Ziria, HB and AGI (together the "Parties")
      mutually declare and agree that:

    


    
      	1.	
              Octavian
                asserted to be the sole owner of all present and future local, foreign
                or
                international patents, trade marks, service marks, trade names, design
                rights, database rights, copyrights (including copyright in software),
                rights in inventions and topography rights whether or not registered,
                including all applications and rights to apply for registration
                (hereinafter referred to as "IP
                Rights")
                in all products listed in Annex A
                (these products and any part thereof hereinafter referred to as
                the "Products");

            


    

    


    
      	
              2.

            	
              Octavian
                asserted to be the owner of all IP Rights in and to hold ownership
                title
                to all materials related to the Products (these materials and any
                part
                thereof hereinafter referred to as the "Materials")
                as far as necessary to perform those IP-Rights in the
                Products;

            


    

    


    
      	3.	
              they
                have entered into a loan agreement dated [●] (hereinafter referred to as
                the "Loan
                Agreement");

            


    

    


    
      	4.	
              when
                entering into the Loan Agreement, the Parties intended that all the
                IP
                Rights of Octavian in the Products and Materials are transferred
                to AGI
                under the Condition as set forth in Article 1 of this Intellectual
                Property Rights Transfer Agreement (the "Agreement");

            


    

    


    
      	5.	
              the
                Parties now want to confirm this conditional full transfer of IP
                Rights in
                the Products and Materials in
                writing.

            


    

    


    NOW,
      THEREFORE, THE PARTIES AGREE AS FOLLOWS:

    


    Article
      1 Condition

    


    The
      transfer of IP Rights in the Products and Materials pursuant to Article 2
      of this Agreement shall be conditional upon an Event of Default (as
      defined in the Loan Agreement) having
      occurred (hereinafter referred to as the "Condition").

    


    Article
      2 Full
      Transfer of all Rights in the Products

    


    The
      Parties hereby confirm and agree that all IP Rights and the ownership of
      Octavian in the Products and Materials are transferred to AGI upon AGI giving
      notice that (i) the Condition has been fulfilled; (ii) the IP Rights in the
      Products and Materials will be fully transferred to AGI 5 Business Days after
      receipt of the notice by Octavian (in accordance with the notice provisions
      of
      this Agreement); and (iii) setting out the details required pursuant to Article
      5 below (the "Transfer
      Notice").

    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    
      	
              IP
                RIGHTS TRANSFER AGREEMENT

            	
              DRAFT

            
	
              CONFIDENTIAL –
                SUBJECT TO CONTRACT

            	
              31.07.2008

            


    

    


    This
      transfer shall be without limitation with regard to content, duration and area
      (territory), including possible extensions of the duration of copyright,
      including the right to identify itself as producer of the Products and including
      the right to possible new exploitation methods and rights, and - insofar as
      the
      transfer of the full IP Rights in the Products and Materials under any
      jurisdiction may not be possible - accordingly, with regard to content, duration
      and area (territory) unlimited, exclusive, transferable and irrevocable rights
      of use and/or rights to utilize the IP Rights in the Products and Materials
      are
      granted to AGI. Therefore, AGI shall have acquired the exclusive unlimited
      right
      in and/or right to utilize the IP Rights in the Products and Materials. Octavian
      hereby irrevocably confirms that AGI is entitled without restrictions and
      irrevocably to all the IP Rights in the Products. AGI is therefore in particular
      exclusively entitled to the use of the IP Rights in the Products and Materials
      by itself or any third party, true to original or processed by any existing
      or
      future possible method, worldwide and without time limitations, for any purpose,
      in particular to - irrespective of method and quantity - copy, distribute
      copies, further develop and change, disseminate, lease, send, perform, make
      available to the public and/or to transfer or grant these rights entirely or
      in
      part to third parties and/or grant (sub-)licences.

    


    There
      is
      no obligation of use by AGI but it is intended that AGI uses reasonable efforts
      to exploit the IP Rights in the Products and Materials transferred to it during
      the Protected Period pursuant to Article 5. AGI shall not be obliged to
      affix any reference to the author of the Products.

    


    Article
      3 Transfer
      of Rights in the Materials 

    


    At
      signing of this Agreement, Octavian shall have deposited the Materials in escrow
      with [●], acting as escrow agent (the "Escrow
      Agent").
      The
      Escrow Agent shall hold in escrow and release the Software Materials subject
      to
      the terms and conditions of this Agreement and the escrow agreement attached
      hereto as Annex C
      (the
      "Escrow
      Agreement").

    


    Upon
      dispatch of the Transfer Notice in accordance with Article 2, AGI shall be
      entitled to immediately notify the Escrow Agent in writing that the Condition
      has been fulfilled and notice has been given to Octavian that the IP Rights
      in
      the Products and Materials, including Software Materials will be transferred
      on
      the date set out in the Transfer Notice.

    


    Upon
      receipt of such notice, the Escrow Agent shall hand over the Software Materials
      to AGI without undue delay in order to transfer the Software Materials to
      AGI.

    


    Upon
      transfer of the IP Rights in the Products and the Materials to AGI, AGI shall
      be
      entitled to use the IP Rights in the Materials as far as necessary to perform
      the IP-Rights in the Products.

    


    


    
      
        
        

      

      
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    Article
      4 Compensation
      for the Transfer of Rights and Materials

    


    The
      transfer of the IP Rights in the Products and Materials hereunder shall become
      valid upon fulfilment of the Condition and service on the Transfer Notice in
      accordance with Article 2 and shall occur on the date set out in the Transfer
      Notice. It serves as security for the full settlement of claims by AGI out
      of or
      in connection with the Loan Agreement and this Agreement.

    


    Octavian
      therefore has no claim for any compensation, regardless of the value of the
      transferred rights today or in the future. Any right for rescission of this
      Agreement or any claim for invalidation or avoidance or adjustment of this
      Agreement including without limitation for reasons of error, change of
      circumstances, frustration of contract or on the basis of leasio
      enormis
      (Sec 934 ABGB) shall be excluded.

    


    Article
      5 Protected
      Period

    


    This
      Article 5 shall apply in the event that the IP Rights in the Products and
      Materials are transferred to AGI in accordance with Article 2 (other than where
      such transfer occurs as a result of an Event of Default under clause 6.1.2
      of
      the Loan Agreement). In the Transfer Notice, AGI shall set out the amount of
      the
      Loan (plus all accrued but unpaid interest thereon) which is outstanding in
      accordance with the Loan Agreement at the date that the transfer occurs in
      accordance with Article 2. 

    


    For
      a
      period of 12 months following the transfer of the IP Rights in the Products
      and
      Materials pursuant to Article 2 (the "Protected
      Period"),
      it is
      intended that AGI uses reasonable efforts to exploit the IP Rights in the
      Products and Materials transferred to it provided always that for the Protected
      Period, AGI shall not transfer, licence, assign, pledge or otherwise grant
      rights to any person in respect of the IP Rights in the Products and Materials
      (other than in the ordinary course of business). In any case AGI shall in
      particular have the right also within the Protection Period for AGI to license
      the IP Rights in the Products and Materials on an End User License level to
      be able to exploit the IP Rights in the Products and Materials.

    


    If,
      at
      any time during the Protected Period, 

    


    
      	 	
              1.

            	
              Octavian
                repays to AGI the amount of the Loan and accrued but unpaid interest
                thereon along with any reasonable costs incurred by AGI in enforcing
                the
                terms of the Loan Agreement or this;
                or

            


    

    
      	 	
              2.

            	
              AGI
                receives from the exploitation of the IP Rights in the Products and
                Materials an amount that is equal to the total of the Loan plus accrued
                but unpaid interest thereon and any reasonable costs incurred by
                AGI in
                enforcing the terms of the Loan Agreement or this Agreement and any
                reasonable costs incurred by AGI in connection with such
                exploitation,

            


    

    


    AGI
      shall, within 5 Business Days of such event occurring, undertake all steps
      required to transfer the IP Rights back to Octavian and shall promptly pursue
      all registrations and other steps required to complete such transfer. Octavian
      shall reimburse AGI for all reasonable costs incurred by AGI in completing
      the
      transfer to Octavian as contemplated by this Article 5. Nothing contained in
      this Article 5 shall, however, in any way limit or prejudice the transfer of
      the
      IP Rights in the Products and of the Materials to AGI
      hereunder.

    


    


    
      
        
        

      

      
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    Article
      6 Representations
      and Warranties and Indemnification

    


    Octavian
      represents, warrants and guarantees (§ 880a second case ABGB) that each of
      the following are true, correct, complete and not misleading as of the date
      hereof and acknowledges that AGI has entered into this Agreement and the Loan
      Agreement in reliance of these representations, warranties and
      guarantees:

    


    
      	
              (i)

            	
              the
                Products have been created by Octavian‘s employees, and Octavian is the
                sole and unrestricted owner of the exclusive rights in the
                Products;

            


    

    
      	
              (ii)

            	
              Octavian
                is the sole and unrestricted owner of all the IP-Rights in the Products
                and Materials;

            


    

    
      	
              (iii)

            	
              no
                third party is entitled to any IP Rights with regard to the Products
                (other than in the ordinary course of Octavian's Business, being
                distributing and selling the Products and other gaming products to
                distributors to distribute said Products and other gaming products
                and end
                users to use said Products and other gaming products as end user,
                or as
                approved in writing by AGI), Octavian is not limited in its disposition
                regarding these rights by any grant of such rights of use in the
                ordinary
                course of Octavian ́s Business to third
                parties;

            


    

    
      	
              (iv)

            	
              Octavian
                is authorized to transfer the IP Rights in the Products and Materials
                without any approval of any third party and without any
                limitation;

            


    

    
      	
              (v)

            	
              all
                persons that are considered as authors of the Products have explicitly
                waived their rights to be named as authors of the
                Products.

            


    

    


    The
      representations, warranties and guarantees set forth under (i) through (v)
      above
      shall be deemed to be repeated on and as of each date on which a payment is
      due
      to be made by Octavian under the Loan Agreement.

    


    Octavian
      shall indemnify and hold AGI harmless from and against any damages, liabilities,
      losses, penalties, expenses, assessments or judgements of any nature whatsoever
      (including, without limitation, attorney's fees and expenses, consultant's
      and
      investigator's fees and expenses, and other costs and expenses incident to
      any
      suit, action or proceeding), suffered or incurred, directly or indirectly,
      by
      AGI as a result of, arising out of or relating to (A) any breach of any
      representation, warranty or guarantee made by Octavian under or pursuant to
      this
      Agreement; or (B) any violation, contravention or breach of any covenant,
      agreement or obligation of Octavian under or pursuant to this
      Agreement.

    


    


    
      
        
        

      

      
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    Article
      7 Covenants
      of Octavian, HB and Ziria

    


    Octavian
      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 the Loan Agreement:

    


    
      	
              (i)

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

            


    

    
      	
              (ii)

            	
              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 Octavian's Business
                or
                with the prior written consent of AGI;
                or

            


    

    
      	
              (iii)

            	
              create
                or permit to subsist any Encumbrance (as defined in the Loan Agreement)
                over the IP Rights in the Products or Materials other than pursuant
                to
                this Agreement and the Loan Agreement or otherwise to
                AGI.

            


    

    


    Ziria
      and
      HB hereby confirm and guarantee (§ 880a second case ABGB) that,
      as
      at the date of this Agreement, Octavian owns all the IP-Rights in the Products
      and Materials as set out in paragraphs 1 and 2 and concerning the compliance
      with and the fulfilment of Octavian ́s obligations out or in connection with this
      Agreement Ziria and HB must use their best reasonable endeavours that Octavian
      fulfils its obligations under this Agreement.

     

    Article
      8  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 3
      (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.

     

    


    
      
        
        

      

      
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    Article
      9 Final
      Provisions

    


    Each
      of
      the Parties shall from time to time execute such documents and perform such
      acts
      and things as any Party may reasonably require to give any Party the full
      benefit of this Agreement.

    


    This
      Agreement shall be drawn up in English and the English language shall therefore
      be the governing language. Any translations are for convenience only and shall
      thus not be authorative for the interpretation of this Agreement.

    


    This
      Agreement is executed in 2 (two) counterparts, one for Octavian and one for
      AGI,
      each of which shall be deemed an original and all of which together shall
      constitute one and the same instrument.

    


    This
      Agreement constitutes the entire agreement and understanding of the Parties
      relating to the subject matter hereof and supersedes all prior agreements and
      understandings, whether oral or written, relating to the subject matter hereof.
      Any amendments and modifications shall be valid only if agreed upon in writing
      and signed by the Parties hereto; this formal requirement may only be waived
      in
      writing.

    


    This
      Agreement shall be binding upon, and inure to the benefit of, the Parties and
      their respective successors and permitted assigns. This Agreement may not be
      assigned by Octavian or Emperor without the prior written consent of AGI or
      by
      AGI without the prior written consent of Octavian.

    


    All
      Exhibits to this Agreement are an integral part of this Agreement. All Exhibits
      to this Agreement and all information disclosed therein is (are) true, accurate
      and complete and not misleading. All references in this Agreement to an Exhibit
      shall be deemed to be references to a clause of this Agreement unless the
      context otherwise requires.

    


    Clause
      and subsection headings of this Agreement are for ease of reference only and
      do
      not affect the substance, meaning or interpretation of any provision hereof.
      Words denoting the singular include the plural and vice versa, words denoting
      any one gender include both genders. All references to legal provisions shall
      include references to any statutory modification or re-enactment thereof,
      whether before or after the Signing.

    


    The
      Parties to this Agreement have participated jointly in the negotiation and
      drafting of this Agreement. If any ambiguity or question of intent or
      interpretation arises, this Agreement shall be construed as if drafted jointly
      by all Parties hereto, and no presumption or burden of proof shall arise
      favouring or disfavouring any Party by virtue of the authorship of any provision
      of this Agreement.

    


    The
      failure of any Party to enforce or to exercise, at any time or for any period
      of
      time any term of or any right or remedy arising pursuant to or under this
      Agreement shall not constitute, and shall not be construed as, a waiver of
      such
      term or right or remedy and shall in no way affect that Party's right to enforce
      or exercise it later, provided that such right is not time barred, expired
      or
      precluded. Any waiver to this effect must be explicitly in writing.

    


    


    
      
        
        

      

      
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    If
      any
      provision of this Agreement shall be held to be illegal, invalid or
      unenforceable, in whole or in part, such provision or part shall to that extent
      be deemed not to form a part of this Agreement but the legality, validity or
      enforceability of the remainder of this Agreement shall not be affected. The
      illegal, invalid or unenforceable provision, in whole or in part, shall be
      replaced by such valid and enforceable provision which corresponds to the
      original intention and purpose of the illegal, invalid or unenforceable
      provision.

    


    Any
      notice(s) required or permitted in connection with this Agreement or by law
      (each a "Notice")
      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
      in writing and by certified or registered mail, postage prepaid, with reference
      to this Article 8 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
      Octavian:

    Octavian
      International Limited

    Attn:
      Harmen Brenninkmeijer and Peter Moffit

    Bury
      House

    1-3
      Bury
      Street

    Guildford
      Surrey GU2 4AW

    United
      Kingdom

    Fax:
      +44
      (0) 1483 543 540

    


    If
      to
      AGI:

    Austrian
      Gaming Industries GmbH

    c/o
      AGI
      Hungária Kft.

    Emese
      Altusz

    Attn:
      Peter Stein

    Fö
utca
      186

    9352
      Veszkény

    Hungary

    Fax:
      +36
      96 575 006

     

    


    
      
        
        

      

      
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    The
      Parties agree that notwithstanding any other provisions of this Agreement
      Agreements, any communication to be made under or in connection with 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.

    


    ________________,
      this ______________. 2008

    


    For
      and on behalf of Octavian International Limited

    


    
      	  

	
              [● Name],
                born [● date]

            


    

    


    


    For
      and on behalf of Ziria Enterprises Ltd.

     

     

    
      	 
               
	
              [● Name],
                born [● date]

            


    

    


    


    For
      and on behalf of Harmen Brenninkmeijer

    


    


    


    
      	 
               
	 


    

    


    


    For
      and on behalf of Austrian Gaming Industries GmbH

    


    


    
      	  
	 	  

	
              [● Name],
                born [● date]

            	 	
              [● Name],
                born [● date]

            


    

    


    


    
      
        
        

      

      
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    EXHIBIT
      2.3 to FRAMEWORK AGREEMENT

    


    ANNEX
      A

    


    The
      flat
      pack game kit commonly known as "Maverick" developed by Octavian including
      all
      and any modifications thereto and all games developed by Octavian for use on
      a
      Maverick but in any event not less than all of the IPR and materials required
      to
      be deposited in escrow under the terms of the eBet escrow/loan as on 14.07.2008
      (see in Annex B enclosed Escrow Deposit Lodgment Form dated on 14th
      July,
      2008).

    


    The
      source and object code for (i) Accounting, Control and Progressive System (which
      provides all the required processes to run route slot operations including
      machine meter collection, collation, accounting, cashless, play tracking,
      bonussing, multiple progressive, data visualisation, asset logs, full asset
      control, Wide Area Progressives (centrally controlled) and flexible reporting
      with remote .net access), (ii) all software embedded within the Products, but
      in
      any event not less than all of the IPR and materials required to be deposited
      in
      escrow under the terms of the eBet escrow/loan as on 14.07.2008 (see enclosed
      Escrow Deposit Lodgment Form dated on 14th
      July,
      2008).

    


    Escrow
      Deposit Lodgment Form dated on 14th
      July,
      2008

    


    


    
      
        
        

      

      
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    ANNEX
      B

    


    [●]
      Escrow Agreement 

    


    


    
      
        
        

      

      
        14