Unassociated Document


    


    DATED:
      16th
      January,
      2008 

    


    EBET
      LIMITED 

    (“eBet”)

    


    and
      

    


    OCTAVIAN
      INTERNATIONAL LIMITED

    (“Octavian”)

    


    DEED
      OF AGREEMENT

    to
      restructure and resolve the status of 

    outstanding
      debts and other liabilities


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Agreement is made on 16th
      January,
      2008 

    


    
      	PARTIES:	
              EBET
                LIMITED
                (ACN 056 210 778) of Suite 13, 112-118 Talavera Road, North Ryde
                NSW 2113
                Australia (“eBet”);
                

            


    

    


    OCTAVIAN
      INTERNATIONAL LIMITED incorporated
      in the United Kingdom (Company No. 04185988) of
      Bury
      House, 1-3 Bury Street, Guildford, Surrey GU2 4AW, UK (“Octavian”).

    


    RECITALS:
      

    


    
      	
              A.

            	
              eBet
                and Octavian have decided not to proceed with eBet’s proposed acquisition
                of Octavian. 

            


    

    


    
      	
              B.
                

            	
              Octavian
                has elected to be acquired by PacificNet Inc of the
                USA.

            


    

    


    
      	
              C.

            	
              eBet
                and Octavian entered into a letter agreement on 11th
                January 2008 (the "Letter")
                dealing with the outstanding debt owed by Octavian to eBet and the
                related
                charge granted by Octavian to eBet over its intellectual property.
                

            


    

    


    
      	
              D.

            	
              The
                Letter requires agreement to be reached on various matters connected
                with
                the Loan Agreement and the Charge. 

            


    

    


    
      	
              E.

            	
              This
                Agreement sets out the terms and conditions of such agreement on
                all
                outstanding issues between eBet and Octavian.


            


    

    


    
      	
              1.

            	
              DEFINITIONS
                AND INTERPRETATION 

            


    

    


    
      	
              1.1

            	
              In
                this Agreement:

            


    

    


    Business
      Day has
      the
      same meaning as in the Charge. 

    


    Charge
      means
      the deed of charge dated 15 August, 2007 as referred to in recital C.


    


    Charged
      Property has
      the
      same meaning as in the Charge. 

    


    Event
      of Default has
      the
      same meaning as in the Charge. 

    


    Facility
      has the
      same meaning as in the Loan Agreement.

    


    Loan
      Agreement means
      the
      loan agreement dated 20 June, 2007 made between eBet (as lender) and Octavian
      (as borrower).

    


    Officer
      has the
      same meaning as in the Charge. 

    


    Project
      Status Report
      means
      the report on work undertaken on a proposed replacement machine monitoring
      systems for Odyssey to be set out at Schedule 2.

     

    
      
        
        

      

      
        Page
          2 of
          13

        
          

        

      

      
        
        

      

    

     

    Reconciliation
      Amount means
      the
      sum of US$173,722.53, as set out in paragraph 10 of the Letter
      and
      Schedule 1, Part B.

    


    Secured
      Moneys has
      the
      meaning given to that term in clause 3.1(a). 

    


    Secured
      Obligations
      has the
      same meaning as in the Charge. 

    


    Standstill
      Period has
      the
      same meaning as in the Charge. 

    


    Transaction
      Documents
      has the
      same meaning as in the Charge, and includes the Letter, this Agreement when
      executed, and any document or agreement so stipulated in this Agreement.


    


    1.2 Interpretation
      

    


    In
      this
      Agreement, unless the contrary intention appears:

    


    
      	 	
              (a)

            	
              a
                document (including this Agreement) includes any variation or replacement
                of it; 

            


    

    


    
      	 	
              (b)

            	
              a
                clause, Schedule, Annexure, Attachment or Exhibit is a reference
                to a
                clause in, or a Schedule, Annexure, Attachment or Exhibit to, this
                Agreement. 

            


    

    


    
      	 	
              (c)

            	
              a
                statute, ordinance, code or other law, includes regulations and other
                instruments under it and consolidations, amendments, re-enactments
                or
                replacements of any of them; 

            


    

    


    
      	 	
              (d)

            	
              law
                includes common law, principles of equity, and laws made by parliament
                (including regulations and other instruments under them, and
                consolidations, amendments, re-enactments or replacements of any
                of
                them);

            


    

    


    
      	 	
              (e)

            	
              the
                singular includes the plural and vice versa;


            


    

    


    
      	 	
              (f)

            	
              the
                word ‘person’ includes an individual, a firm, a body corporate, a
                partnership, joint venture, an unincorporated body or association,
                or any
                government agency; 

            


    

    


    
      	 	
              (g)

            	
              a
                particular person includes a reference to the person’s executors,
                administrators, successors and substitutes (including, persons taking
                by
                novation) and assigns; 

            


    

    


    
      	 	
              (h)

            	
              a
                period of time that dates from a given day or the day of an act or
                event
                is to be calculated exclusive of that day;


            


    

    


    
      	 	
              (i)

            	
              the
                words ‘include’, ‘including’, ‘for example’ or ‘such as’ are not to be
                interpreted as words of limitation, and when such words introduce
                an
                example, they do not limit the meaning of the words to which the
                example
                relates, or to examples of a similar kind.


            


    


    
      
        
        

      

      
        Page
          3 of
          13

        
          

        

      

      
        
        

      

    


    1.3 NOT
      USED

    


    1.4 Conflicts

    


    In
      the
      event of a conflict between the provisions of (a) the Letter and this Agreement
      and (b) the Transaction Documents, the provisions of the Letter and this
      Agreement will prevail (in that order as between the Letter and this Agreement).
      The provisions of the Charge prevail over all other Transaction Documents.
      

    


    2. TERMS
      OF THE LETTER

    


    
      	
              2.1

            	
              Further
                to the terms of the Letter, eBet hereby agrees for the duration of
                the
                period commencing with the date of this Agreement and ending on 30
                June
                2008 (the "Extension
                Period").

            


    

    


    
      	 	
              (i)

            	
              to
                waive the default potentially arising in connection with the breach
                by
                Octavian of clause 4.2 of the Loan
                Agreement;

            


    

    


    
      	 	
              (iI)

            	
              not
                to take steps to create an Event of Default in connection with the
                default
                referred to at clause 2.1(i) during the Extension
                Period;

            


    

    


    
      	 	
              (iii)

            	
              to
                waive all rights arising from the default referred to at clause 2.1(i)
                pursuant to the Loan Agreement, the Charge or otherwise during the
                Extension Period;

            


    

    


    
      	 	
              (iv)

            	
              that
                the Facility has not been cancelled;
                and

            


    

    


    
      	 	
              (v)

            	
              that
                the Loan and Interest accrued thereon are not immediately due and
                payable.

            


    

    


    3. VARIATIONS
      TO LOAN AGREEMENT 

    


    
      	
              3.1

            	
              Octavian
                and eBet agree that the Loan Agreement is varied as follows:
                

            


    

    


    
      	               (a)       clause1.1	-	
              in
                the definition of “Facility Period”, delete words
                “the first to occur ... and 31 December
                2007” and substitute “30 June 2008, with no further
                extension”;

            


    

     

    
      	 	
              -

            	
              in
                the definition of "Secured Moneys", add the following wording at
                the end
                of the clause "and the reconciliation amount of US$141,707.29, financing
                costs incurred pursuant to clause 4.1(d) and payments due in respect
                of
                trademarks under clause 6.3 of the agreement between the Lender and
                the
                Borrower dated 9 January 2007, being AUS$158,641.59 and any outstanding
                amounts agreed by the Borrower or determined as being due to the
                Lender
                under the Flatpack Sale and Distribution Agreement dated 26 January
                2007"., 

            


    

     

    
      
        
        

      

      
        Page
          4 of
          13

        
          

        

      

      
        
        

      

    

     

    
      	                (b)       clause 4	-	
              the
                insertion of new clauses 4.4 to 4.6 to read as
                follows:

            


    

    


    
      	 	
              “4.4

            	
              The
                Lender and the Borrower acknowledge that the Borrower is seeking
                to
                complete a capital raising in an amount of approximately US$5,000,000
                as
                soon as possible (the "Initial
                Raising")
                and in connection with the Initial Raising the Borrower undertakes
                to the
                Lender:

            


    

    


    
      	 	
              (a)

            	
              notify
                the Lender as soon as reasonably practicable after the Initial Raising
                has
                been completed and provide the Lender with details of the amount
                of the
                Initial Raising;

            


    

    


    
      	 	
              (b)

            	
              to
                ensure that no monies from the Initial Raising or any other source
                are
                paid to or retained by Harmen Brenninkmeijer (other than normal salary
                and
                expense payments) or any entity controlled by Harmen Brenninkmeijer
                whilst
                any Secured Monies remain outstanding ;
                and

            


    

    


    
      	 	
              (c)

            	
              to
                ensure that at least 10% of the Initial Raising is paid to the Lender
                as
                soon as practicable after the funds from the Initial Raising are
                available
                to either Harmen Brenninkmeijer and/or the
                Borrower.

            


    

    


    
      	 	
              4.5

            	
              The
                Borrower notifies the Lender that it is seeking to complete a further
                capital raising after the Initial Raising of an amount in excess
                of
                US$15,000,000, and it is intended that such further capital raising
                be
                completed during March or April 2008 (the "Further Raising").
                The Borrower undertakes to the Lender to use funds from the Further
                Raising to repay all Secured Moneys owing to the Lender pursuant
                to the
                Loan Agreement (as amended).

            


    

     

    
      
        
        

      

      
        Page
          5 of
          13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.6

            	
              Nothing
                in clauses 4.4 or 4.5 shall operate as a representation or warranty
                by the
                Borrower to the Lender regarding the terms of (including the amounts),
                and/or completion of, either of the proposed Initial Raising or Further
                Raising. ”

            


    

    


    
      	
              3.2

            	
              Octavian
                and eBet acknowledge that:

            


    

    


    
      	 	
              (a)

            	
              the
                Charge has been amended as set out in paragraph 8 of the Letter (relating
                to the Standstill Period); 

            


    

    


    
      	 	
              (b)

            	
              the
                Loan Agreement has been amended as set out in
                paragraphs:

            


    

    


    (i) 7.
      (a)
      (definition of Interest Rate); 

    


    (ii) 7.
      (b)
      (definition of Facility Period); and 

    


    (iii) 7.1
      (c)
      (amount drawn down) 

    


    of
      the
      Letter; and

     

    
      	 	
              (c)

            	
              clause
                4.1 of the Loan Agreement is now subject to the payment of interest
                provisions set out in paragraph 9 of the
                Letter.

            


    

    


    4.
      RECONCILIATION AND RE-FINANCING AMOUNTS AND ORDER OF
      PAYMENT

    


    
      	
              4.1

            	
              The
                parties acknowledge and agree that:

            


    

    


    
      	 	
              (a)

            	
              eBet
                has been required to refinance current banking facilities with St.
                George
                bank Ltd., and they will be taken over by MFS Causeway Financial
                Services
                Pty. Limited ACN 108 248782 . 

            


    

    


    
      	 	
              (b)

            	
              this
                financing will result in additional costs to eBet in the form of
                fees,
                stamp duty, legal costs, additional interest and other
                items;

            


    

    


    
      	 	
              (c)

            	
              as
                a sign of good faith, eBet will assume responsibility for 25% of
                those
                costs associated with sub clauses (a) & (b) above;
                

            


    

     

    
      
        
        

      

      
        Page
          6 of
          13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              Octavian
                is responsible for payment of the remaining 75% of those costs associated
                with sub clauses (a) and (b) above, such amount being
                AUS$158,641.59
                as
                set out in Schedule 1, Part C;
                and

            


    

    


    
      	 	
              (e)

            	
              the
                Reconciliation Amount and the sum payable pursuant to clause 4.1(d)
                above
                shall be due and payable by Octavian to eBet by the earlier to occur
                of 30
                days from the date of this Agreement and completion of the Initial
                Raising
                referred at clause 3.1(b). After the due date for payment, any unpaid
                portion of the Reconciliation Amount only shall attract interest
                at the
                Interest Rate as defined in the Loan Agreement (provided that Octavian
                has
                on such date received a valid invoice in respect of such
                costs).

            


    

    


    
      	
              4.2

            	
              Payment
                of funds by Octavian to repay the Secured Moneys shall be applied
                by eBet
                as follows:

            


    

    


    
      	 	
              (a)

            	
              first,
                in satisfying all sums due in respect of the financing costs referred
                to
                at clause 4.1(d) above, being
                AUS$158,641.59;

            


    

    


    
      	 	
              (b)

            	
              second,
                in satisfying all outstanding sums due in respect of the Reconciliation
                Amount being US$173,722.53;

            


    

    


    
      	 	
              (c)

            	
              third,
                in satisfying the amount of AUS$825,000.00 of the Loan (together
                with all
                unpaid interest accrued thereon);

            


    

     

    
      	 	
              (d)

            	
              fourth,
                in satisfying any sums agreed by Octavian or determined as being
                due to
                eBet under the Flatpack Sale and Distribution Agreement dated 26
                January
                2007; 

            


    

    


    
      	
            	(e)	
              fifth,
                in satisfying all outstanding amounts due in respect of the trademarks
                pursuant to clause 6.3 below; and

            


    

    


    
      	
            	(f)	
              sixth,
                in satisfying all outstanding amounts of the Loan (together with
                all
                unpaid interest accrued thereon).

            


    

     

    5. NON
      PURCHASE OF OCTAVIAN

    


    
      	
              5.1
                

            	
              The
                parties agree not to take any action against each other in respect
                of the
                discontinuance of proposed purchase by eBet of 100% of the issued
                share
                capital of Octavian. 

            


    

    


    
      	
              5.2

            	
              Accordingly,
                except for the issues addressed in this Agreement, the parties release
                and
                discharge each other from and against all actions, claims, proceedings
                and
                other liabilities that have arisen in the period up to the date of
                this
                Agreement (whether directly or indirectly and whether or not known
                or
                disclosed) from the failed sale and purchase of 100% of the issued
                share
                capital of Octavian.

            


    

     

    
      
        
        

      

      
        Page
          7 of
          13

        
          

        

      

      
        
        

      

    

     

     

    
      	6.	
              OCTAVIAN
                EQUIPMENT AND INTELLECTUAL
                PROPERTY

            


    

    


    
      	
              6.1

            	
              eBet
                is currently holding 4 Liberty gaming machines, an ExtraCash sign
                and
                associated equipment at its warehouse in North Ryde (all the property
                of
                Octavian), which it cannot use. 

            


    

    


    
      	
              6.2

            	
              As
                a sign of good faith, eBet will, at its own cost, arrange for the
                return
                of this equipment to Octavian. 

            


    

    


    
      	
              6.3

            	
              Octavian
                acknowledges that eBet has registered the name "Octavian" as
                a trademark in the jurisdictions set out in column 1 of the table
                in
                Schedule 1,
                Part A
                (the "Trademarks")
                and incurred the costs set out in column 2 of the table in Schedule
                1 (the
                "Costs").
                eBet hereby undertakes to Octavian to transfer the Trademarks to
                Octavian
                within 5 Business Days following the date of this Agreement and as
                consideration for this transfer, Octavian undertakes to eBet to pay
                to
                eBet an amount equal to the total of the costs set out in column
                2 of the
                table in Schedule 1,
                Part A
                on
                or before 30 June 2008.

            


    

    


    
      	
              6.4

            	
              eBet
                undertakes to Octavian to do all such acts and things necessary (subject
                to the payment by Octavian of eBets’s reasonable costs) to give effect to
                the undertaking given at clause
                6.3.

            


    

    


    
      	
              7.

            	
              OCTAVIAN
                UNDERTAKINGS

            


    

    


    
      	
              7.1

            	
              Octavian
                undertakes with eBet: 

            


    

    


    
      	
              (a)

            	
              to
                provide eBet with copies of the following:


            


    

    


    
      	
            	(i)	
              Octavian’s
                monthly profit and loss account; 

            


    

    


    
      	 	
              (ii)

            	
              Octavian’s
                balance sheet as at the last day of each calendar month;
                

            


    

    


    
      	 	
              (iii)

            	
              Octavian’s
                monthly cashflows 

            


    

    


    within
      20
      Business Days after the end of each calendar month; and

    


    
      	 	
              (iv)

            	
              the
                audited accounts as and when the same are filed with the Register
                of
                Companies.

            


    

    


    
      	(b)	
              not
                to give security over the Charged Property to any other
                person;

            


    

    


    The
      obligations in sub-clauses (a) and (b) above continue until full and final
      payment of the Secured Moneys and discharge of the other Secured Obligations.
      Octavian may elect to provide this information through its data room with MFS,
      provided eBet has continuing access to this material. If it so elects, Octavian
      must ensure that all the information in the data room is kept up to
      date.

     

    
      
        
        

      

      
        Page
          8 of
          13

        
          

        

      

      
        
        

      

    

     

    
      	
              7.2

            	
              eBet
                undertakes to Octavian to keep all information provided under clause
                7.1(a)(i) to (iii) confidential and to use such information only
                for the
                purpose of reviewing the financial position of Octavian, provided
                that
                eBet shall be permitted to disclose the information to any party
                to whom
                information may be disclosed by eBet pursuant to the Loan Agreement
                and/or
                the Charge (but no other party without Octavian's prior written consent)
                and the obligations of this clause 7.2 shall not apply to any information
                already in the public domain (other than by a breach by eBet or MFS
                of
                this clause or any other confidentiality obligation owed to
                Octavian).

            


    

    


    
      	
              7.3

            	
              Octavian
                will ensure that all outstanding contracts entered into by its personnel
                in the name of Octavian Global Technologies Limited (ACN 056 210
                778) are
                either terminated in accordance with their terms or novated to Octavian
                as
                soon as possible after the date of this
                Agreement.

            


    

    


    
      	
              7.4

            	
              Octavian
                advises that it has or will shortly commission an independent valuation
                of
                the Intellectual Property Rights comprised in the Charged Property,
                and
                undertakes to provide eBet with a copy upon
                receipt.

            


    

    


    
      	
              7.5

            	
              Octavian
                undertakes to eBet to ensure that all Intellectual Property Rights
                deposited with the Software Escrow Agent in
                or about October, 2007 are brought up to date as soon as practicable
                after
                the date of this Agreement, and thereafter kept materially complete,
                up to
                date and in full working order on an ongoing basis while the Secured
                Moneys remain outstanding. 

            


    

    


    
      	
              7.6

            	
              Octavian
                will provide eBet with all information reasonably required by eBet
                in
                respect of the 218 Mavericks owned by eBet which Octavian has placed
                into
                the Latin America market. Octavian consents to eBet endeavouring
                to place
                the remaining 32 Mavericks which it owns into the Asian market, on
                terms
                to be agreed.

            


      	 	 


    

    
      	
              7.7

            	
              Each
                party undertakes to the other to use its reasonable endeavours in
                good
                faith to enter into a binding agreement with the other by no later
                than 31
                January 2008, whereby:

            


    

    


    
      	 	
              (a)

            	
              eBet
                is appointed as Octavian's non-exclusive distributor in the Asia/Pacific
                area (excluding Japan, China and India) of products comprised in,
                or
                derived from, the Charged Property;

            


    

    


    
      	 	
              (b)

            	
              Octavian
                is appointed as non-exclusive distributor of eBet's gaming system
                products
                in Central and South America, Eastern Europe and
                CIS;

            


    

    


    
      	 	
              (c)

            	
              eBet
                is appointed as Octavian's non-exclusive distributor of Logismos
                table
                management products in the Asia area (excluding Japan, China and
                India)
                with effect from the date when Octavian's appointment as Logismos'
                distributor comes into effect.

            


    

     

    
      
        
        

      

      
        Page
          9 of
          13

        
          

        

      

      
        
        

      

    

     

    These
      appointments shall include other required terms to be agreed, including in
      relation to 7.7(c), terms relating to price structure and competition (subject
      to compliance with all applicable law and regulation).

     

    
      	
              7.8

            	
              Octavian
                agrees not to have any further discussions or other communication
                or
                contact with employees or representatives of Odyssey Gaming Limited
                (ACN
                074 735 452) (or any of its subsidiaries or related companies) in
                relation
                to the introduction of gaming system products into the Queensland
                gaming
                market, nor to undertake any further work on the proposed machine
                monitoring system for Odyssey, while any Secured Moneys remain
                outstanding. The terms of a Project Status Report (summarising the
                work
                undertaken to date on the proposed replacement machine monitoring
                system
                for Odyssey) is to be prepared and sent to eBet on or before 31 January
                2008.

            


    

     

    
      	
              8.

            	
              STANDSTILL
                PERIOD

            


    

    


    
      	 	
              Octavian
                and eBet acknowledge and agree that, as at the date of this Agreement,
                a
                Standstill Period has not commenced and that no Standstill Period
                has come
                into existence.

            


    

    


    
      	9.	
              GENERAL
                

            


    

     

    
      	9.1	
              NOT
                USED

            


    

    


    
      	9.2	
              Octavian
                to bear cost

            


    

     

    Any
      thing
      which must be done by Octavian under this Agreement is to be done at the cost
      of
      Octavian.

    


    
      	9.3	
              Notices

            


    

     

    
      	
              (a)

            	
              Any
                notice or other communication, including any request, demand, consent
                or
                approval, to or by a party under or in connection with this
                Agreement:

            


    

     

    
      	 	
              (i)

            	
              must
                be in legible writing and in English addressed as shown
                below:

            


    

    
       

      
        	 	
                (ii)

              	
                if
                  to the eBet:

              


      

    

     

    
      	
              Address:

            	
              Unit
                13 

              112 –
                118 Talavera Road

              North
                Ryde NSW 2113

              AUSTRALIA

            
	
              Facsimile:

            	
              +61
                2 8817 4770

            
	
              Attention:

            	
              Tony
                Toohey

            


    

    
    

     

    
      
        
        

      

      
        Page
          10 of
          13

        
          

        

      

      
        
        

      

    

    
       

    

    
      	(A)  if to Octavian:


    

     

    
      	
              Address:

            	
              Bury
                House, 1-3 Bury Street

              Guildford
                Surrey GU2 4AW UK

            
	
              Facsimile:

            	
              +44
                1483 543 540

            
	
              Attention:

            	
              Harmen
                Brenninkmeijer/Hans Zeidler

            


    

    


     or
      as
      specified to the sender by either party by notice;

    


    
      	
            	(iii)	
              must
                be signed by an Officer of the sender or under the common seal of
                the
                sender;

            


    

     

    
      	
            	(iv)	
              is
                regarded as being given by the sender and received by the
                addressee:

            


    

     

    
      
        
          	
                	(A)	
                  if
                    by delivery in person, when delivered to the
                    addressee;

                


        

      

    

     

    
      	 	
              (B)

            	
              if
                by post, 7 days from
                and including the date of postage;
                or

            


    

     

    
      	
            	(C)	
              if
                by facsimile transmission, whether or not legibly received, when
                transmitted to the addressee, but if the delivery or receipt is on
                a day
                which is not a Business Day or is after 4.00 pm (addressee’s time), it is
                regarded as received at 9.00 am on the following Business Day;
                and

            


    

     

    
      	 	
              (v)

            	 	
              can
                be relied upon by the addressee and the addressee is not liable to
                any
                other person for any consequences of that reliance if the addressee
                believes it to be genuine, correct and authorised by the
                sender.

            


    

     

    
      	
              (b)

            	
              A
                facsimile transmission is regarded as legible unless the addressee
                telephones the sender within 2 hours after the transmission is received
                or
                regarded as received under Clause 9.3(a)(iii)(C) and informs the
                sender
                that it is not legible.

            


    

     

    
      	
              (c)

            	
              In
                this clause 9.3, a reference to an addressee includes a reference
                to an
                addressee’s Officers, agents or employees or any person reasonably
                believed by the sender to be an Officer, agent or employee of the
                addressee.

            


    

     

    9.4 Governing
      law and jurisdiction

     

    
      	
              (a)

            	
              This
                Agreement is governed by the laws of the State of New South
                Wales.

            


    

     

    
      	
              (b)

            	
              Octavian
                irrevocably submits to the non-exclusive jurisdiction of the courts
                of the
                State of New South Wales and courts of appeal from them, and appoints
                Johnson Winter & Slattery of Level 30, 264 George Street, Sydney NSW
                Australia as its agent to accept service of process on its behalf.
                

            


    

     

    
      
        
        

      

      
        Page
          11 of
          13

        
          

        

      

      
        
        

      

    

     

    
      	9.5	
              Prohibition
                and enforceability

            


    

     

    
      	
              (a)

            	
              Any
                provision of, or the application of any provision of, this Agreement
                which
                is prohibited in any jurisdiction is, in that jurisdiction, ineffective
                only to the extent of that
                prohibition.

            


    

     

    
      	
              (b)

            	
              Any
                provision of, or the application of any provision of, this Agreement
                which
                is void, illegal or unenforceable in any jurisdiction does not affect
                the
                validity, legality or enforceability of that provision in any other
                jurisdiction, or of the remaining provisions in that or any other
                jurisdiction.

            


    

     

    
      	9.6	
              Waivers

            


    

     

    
      	
              (a)

            	
              Waiver
                of any right arising from a breach of this Agreement or of any power
                arising upon default under this Agreement or upon the occurrence
                of an
                Event of Default, must be in writing and signed by the party granting
                the
                waiver.

            


    

     

    
      	
              (b)

            	
              Except
                as set out otherwise herein, a failure or delay in exercise, or partial
                exercise, of:

            


    

    


    
      	 	
              (i)

            	
              a
                right arising from a breach of this Agreement or the occurrence of
                an
                Event of Default; or

            


    

     

    
      	 	
              (ii)

            	
              a
                power created or arising upon default under this Agreement or upon
                the
                occurrence of an Event of Default,

            


    

     

    does
      not
      result in a waiver of that right or power.

    


    
      	
              (c)

            	
              A
                party is not entitled to rely on a delay in the exercise or non-exercise
                of a right or power arising from a breach of this Agreement or on
                a
                default under this Agreement or on the occurrence of an Event of
                Default
                as constituting a waiver of that right or
                power.

            


    

     

    
      	
              (d)

            	
              A
                party may not rely on any conduct of another party as a defence to
                exercise of a right or power by that other
                party.

            


    

     

    
      	(e)	
              This
                clause 9.6 may not itself be waived except by
                writing.

            


    

     

    
      	9.7	
              Variation

            


    

     

    
      	
              (a)

            	
              A
                variation of any term of this Agreement must be in writing and signed
                by
                the parties.

            


    

    


    
      	
              (b)

            	
              This
                Agreement (and the Letter as noted in paragraph 12 of the Letter)
                is
                supplementary to the Agreement and
                Charge.

            


    

    


    
      	9.8	
              Cumulative
                Rights

            


    

     

    The
      powers conferred by this Agreement are cumulative and do not exclude any other
      right, power, authority, discretion or remedy of eBet.

     

    
      
        
        

      

      
        Page
          12 of
          13

        
          

        

      

      
        
        

      

    

     

    
      	9.9	
              Assignment

            


    

     

    
      	
              (a)

            	
              Subject
                to any Transaction Document, eBet may assign its rights under this
                Agreement, without the consent of Octavian, where required to do
                so by one
                of its financiers which is a financial institution (subject to the
                production of evidence of the same). Otherwise, assignment may only
                take
                place with the prior written consent of
                Octavian.

            


    

     

    
      	
              (b)

            	
              Octavian
                must not assign any of its rights under this Agreement without
                the prior written consent of eBet.

            


    

     

    
      
        	9.10	
                Further
                  assurances

              


      

    

     

    Octavian
      must execute any document and take any other action required by eBet to give
      effect to this Agreement and to give effect to the transactions the subject
      of
      this Agreement.


    
      
        
        

      

      
        Page
          13 of
          13

        
          

        

      

      
        
        

      

    

     

    EXECUTED
      AS A DEED


    


    
      	
              SIGNED
                AS A DEED by

              OCTAVIAN
                INTERNATIONAL LIMITED

              by
                its duly authorised officers:

            	
              )

              )

              )

            	 
	 	 	 
	 	 	 
	
              Director

            	 	
              Director/Secretary

            
	 	 	 
	 	 	 
	
              Name
                (please print)

            	 	
              Name
                (please print)

            


    

    


    
      	
              SIGNED,
                SEALED AND DELIVERED by

              EBET
                LIMITED 

              (ACN
                056 210 778)

              in
                accordance with section 127 of the Corporations Act:

            	
              )

              )

              )

              )

              )

            	 
	
               

               

            	 	 
	
              Director

            	 	
              Director

            
	
               

              ANTHONY
                TOOHEY 

               

            	 	
               

              IAN
                JAMES

            
	
              Name
                (please print)

            	 	
              Name
                (please print)