ABN
        59
        056 210 774

      Unit
        13,
        112-118 Talavera Road, 

      NORTH
        RYDE NSW 2113 Australia

      Ph:
        + 61
        2 8817 4700

      Fax:
        + 61
        2 8817 4770

      www.ebetgamingsystems.com

      


      9
        October, 2008 

      


      The
        Directors

      Octavian
        International Ltd. 

      Bury
        House

      1-3
        Bury
        Street

      Guildford
        SURREY GU2 4AW

      UNITED
        KINGDOM

      


      Dear
        Sirs, 

      


      Letter
        dated 20 August, 2008

      


      We
        are
        writing to you in connection with: 

      


      
        	1.	
                the
                  Deed of Agreement dated 16 January, 2008 (the “Agreement”);
                  

              


      

      
        	2.	
                the
                  Deed of Charge dated 15 August, 2007 (as amended) (the  “Charge”);
                  and 

              


      

      
        	3.	
                the
                  above mentioned letter (the “Letter”).
                  

              


      

      


      Terms
        and
        expressions defined in the Agreement and the Charge have the same meaning
        when
        used in this letter. 

      


      Under
        the
        Letter, the term of the Facility Period was extended to 30 September, 2008.
        

      


      In
        order
        to facilitate the capital raising, we agree to further extend the Facility
        Period from 30 September, 2008 to and including 30 November, 2008 and we
        will
        reserve all our rights until such date, on
        the
        following terms :
        

      


      
        	(a)	
                the
                  Secured Moneys of A$2,263,316.13
                  as
                  at 30 September, 2008 are  capitalised
                  as at that date and thereafter continue to incur interest at the
                   rate
                  of 30% per annum; 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	(b)	
                such
                  interest accrues from day to day, from and including 1 October,
                   2008
                  up to the actual date of payment of the whole of the Secured  Moneys;
                  

              


      

      


      
        	(c)	
                such
                  interest is capitalised on the last day of each calendar month
                  and
                   added
                  to the Secured Moneys; 

              


      

      


      
        	
                (d)

              	
                accrued
                  interest on the Secured Moneys for the periods ending 31 August
                  (A$83,953),
                  30 September (A$54,465), 30 October (or a relevant part thereof)
                  (a
                  maximum of A$55,808) and (to the extent relevant), 15 November
                  (a maximum
                  of A$28,592) is paid to us on the first to occur of completion
                  of the
                  capital raising and close of business AEST on 15 November, 2008.
                  Interest
                  for the period from 16 November to 30 November, to the extent that
                  the
                  Secured Moneys remain unpaid, will continue to accrue (a maximum
                  of
                  A$26,885) and be paid on the first to occur of completion of the
                  capital
                  raising and close of business AEST on 30 November,
                  2008; 

              


      

      


      
        	
                (e)

              	
                an
                  Extension Fee of A$50,000 is added to the Secured Moneys with effect
                  from
                  30 September, 2008 and is paid to us on completion of the capital
                  raising
                  transaction (currently expected to take place within the next few
                  working
                  days) and, in any event, by no later than 15 October, 2008 (no
                  interest is
                  payable on this fee prior to this date);


              


      

      


      
        	(f)	
                Octavian
                  or its advisers provide to eBet by 31 October, 2008 evidence  that
                  significant progress on the capital raising has been made since
                  the
                   date
                  of this letter (including, without limitation, copies of any public
                   company
                  filings which have been made and written details of the  commitments
                  made by investors) subject always to any confidentiality  undertakings
                  given by Octavian; 

              


      

      


      
        	(g)	
                the
                  Secured Moneys shall be paid to us on the first to occur of completion
                   of
                  the capital raising and close of business AEST on 30
                  November, 2008;

              


      

      


      
        	(h)	
                Octavian
                  waives its rights to the notice periods in clause 7.1 of the  Principal
                  Agreement and to a Standstill Period under clause 6.3 of the  Charge;
                  

              


      

      


      
        	
                (i)

              	
                Octavian
                  complies with its current obligations under the Amended and Restated
                  Maverick Licence, Sale and Distribution Agreement dated 31 July,
                  2008 to assist eBet to port the Extra Cash and Extra Cash Tournament
                  products/technology
                  across to the eBet gaming platform,
                  provided that such assistance shall be given to eBet at a price
                  of cost to
                  Octavian plus 15 per cent, such fee to be paid within 45 days after
                  production of an invoice by Octavian detailing all such costs.
                  As soon as reasonably practicable following the execution of this
                  letter
                  Octavian and eBet shall work together to produce and agree a project
                  plan
                  (that shall include a budget (based on cost to Octavian), timelines
                  and
                  deliverables). Both parties shall then comply with their respective
                  obligations in the plan and deliver in accordance with the plan
                  (subject
                  to relief where the delay is due to a breach by the other party
                  of its
                  obligations in the plan or force majeure, both of which shall be
                  defined
                  in the plan) In particular the plan shall include key milestones
                  within
                  the time line, with the plan showing the work required to be achieved
                  by
                  each key milestone and the budget applicable to the work to be
                  carried out
                  for each such key milestone. The payment structure shall be that
                  on each
                  key milestone date Octavian will be paid the part of the budget
                  due on
                  that date, however, if on that date Octavian has not completed
                  the work
                  due on that date it shall be required to continue to work to complete
                  the
                  unfinished work but shall not be paid any additional amount for
                  carrying
                  out that additional work. A failure to achieve one milestone will
                  not
                  affect (unless otherwise agreed) the requirement to achieve subsequent
                  key
                  milestones;

              


      


      
        
          
          

        

        
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                (j)

              	
                all
                  GMI devices currently held on behalf of eBet in Octavian’s warehouse
                  in
                  Russia, are placed
                  with the Russian export authorities
                  no
                  later than 31 October 2008, and Octavian
                  thereafter uses all reasonable endeavours to have those GMI devices
                  shipped to Sydney; 

              


      

       

      
        	(k)	
                Octavian
                  permits eBet to have the continued use (free of charge) of the
                   Liberty
                  boxes owned by Octavian and currently being held at eBet’s  head
                  office in North Ryde, until the conclusion of all testing to be
                   undertaken
                  by eBet on the Extra Cash and Extra Cash Tournament  products;
                  and

              


      

      


      
        	
                (l)

              	
                if
                  Octavian decides to sell, distribute or license any of its products
                  in the
                  Australian market, otherwise than through a fully licensed branch
                  or
                  subsidiary of Octavian (in respect of which eBet raises no objection),
                  it
                  will,
                  for a period of 3 years from the date of this letter, give
                  eBet a right of first refusal once
                  only (on
                  terms no
                  more onerous than would otherwise be offered to third parties),
                  to accept
                  appointment as Octavian’s exclusive distributor of its
                  products in the Australian market. If eBet takes up its right of
                  first
                  refusal both parties shall negotiate in good faith arms length
                  commercial
                  terms for the deal in a timely manner (and in that respect shall
                  respond
                  promptly to proposals made by the other and in general act in good
                  faith
                  towards each other with a view to concluding a deal without undue
                  delay).
                  During such negotiations Octavian shall not enter into negotiations
                  with
                  another party in relation to the proposed transaction. These negotiations
                  may be terminated or will be deemed terminated in the following
                  circumstances:

              


      

      


      
        	 	
                (i)

              	
                where
                  eBet states that it no longer wishes to carry out the proposed
                  transaction
                  with Octavian;

              


      

      


      
        	 	
                (ii)

              	
                where
                  the parties agree to end their negotiations with respect to the
                  proposed
                  transactions; or

              


      


      
        
          
          

        

        
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            3 of
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                (iii)

              	
                where
                  one party notifies the other that it wishes to cease the negotiations
                  (which neither party may do where the other is willing to agree
                  terms
                  which are in all material respects commercially acceptable to both
                  parties
                  (or would be were both parties acting reasonably and in good faith
                  towards
                  each other in agreeing those
                  terms).

              


      

       

      We
        hereby
        agree to waive the Event of Default that has occurred in relation to non-payment
        of the Secured Moneys in accordance with the Letter, and further agree that
        we
        shall not take any steps to enforce our rights under the Charge provided
        that
        the terms of this letter are complied with. For the avoidance of doubt, this
        waiver shall not affect our position in relation to any further Events of
        Default which are not otherwise waived (including non-payment of the Secured
        Monies on (or before) 30 November, 2008) and the subsequent enforcement of
        our
        rights under the Charge. We further agree that to the extent that the floating
        charge over the Charged Property has crystallized under clause 2.4 of the
        Charge
        at any
        time,
        we
        release the Charged Property from any such
        fixed
        charge(s),
        and
        this letter constitutes notice in writing by us of this release as required
        by
        clause 2.5(a) of the Charge. For the avoidance of doubt, the Charged Property
        remains subject to the provisions of clause 2.5(b) of the Charge. 

       

      We
        agree
        that at completion of the transaction (in accordance with arrangements
        acceptable to us) we will release to you the executed Deed of Release in
        the
        form already agreed between us, which shall discharge and release all the
        assets
        from the Charge. Further, upon receipt of the Secured Moneys, we shall promptly
        terminate the existing Escrow Agreement and shall notify the Escrow Agent
        that
        the Charge has been discharged and that parts of the Deposit package not
        relevant to the Amended and Restated Maverick Licence, Sale and Distribution
        Agreement dated 31 July, 2008 must be returned to you in accordance with
        clause
        12(c) of the Escrow Agreement. The technical and commercial escrow arrangements
        will be reflected in the Escrow Agent’s standard escrow agreement which, for the
        avoidance of doubt, will not constitute a security escrow as evidenced by
        the
        current Escrow Agreement. 

      


      For
        clarity, eBet will move to exercise all its rights under the Charge after
        30
        November, 2008 (in respect of which time is of the essence) if the Secured
        Moneys have not been paid in full by then. Assuming payment of the Secured
        Moneys as per this letter is not made until 30 November, 2008 the amount
        payable
        to us will be A$2,236,183
        after
        allowing for payment of the amounts referred to in paragraphs (d) and (e)
        in
        accordance with those provisions. 

      


      This
        letter is governed by, and is to be construed in accordance with, the laws
        of
        New South Wales and is subject to the exclusive jurisdiction of the New South
        Wales courts and courts of appeal from them.

      


      Please
        sign, date and return to us the attached copy of this letter on or before
        midnight 12 October, 2008 failing which we reserve all our rights.



      
        
          
          

        

        
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      Yours
        faithfully

      EBET
        LIMITED

      


      
        	
                ANTHONY
                  P. TOOHEY

              	
                IAN
                  R. JAMES

              
	
                CEO
                  and Managing Director

              	
                Non-Executive
                  Director

              
	
                For
                  and on behalf of eBet Limited

              	
                For
                  and on behalf of eBet Limited

              


      

      


      Accepted
        and agreed by Octavian International Limited

      


      
        	
                
                  /s/
                    Peter Moffitt

                

              	 	
                October,
                  2008

              


      

      Peter
        Moffitt

      President

      For
        and
        on behalf of Octavian International Limited


      
        
          
          

        

        
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