IP
      RIGHTS TRANSFER 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

    


    Austrian
      Gaming Industries GmbH

    FN
      109445
      z

    Wiener
      Strasse 158

    2352
      Gumpoldskirchen

    Austria

    


    hereinafter
      referred to as "AGI"


    


    ON
      THE
      OTHER HAND


    


    as
      follows:


    
      
        
        

      

      
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    IP
      RIGHTS TRANSFER AGREEMENT

    


    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
                and this shall include Software Materials")
                as far as necessary to perform those IP-Rights in the
                Products;

            


    

     

    
      	 	
              3.

            	
              “Software
                Materials”
                means the Source and Object codes for (i) Accounting, Control and
                Progressive System (which provides all the required processes to
                run route
                clot 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 as are necessary to
                be
                delivered or deposited to comply with this Agreement and (iii) any
                necessary software documentation to perform the IP-Rights in the
                Products
                under this Agreement.

            


    

    


    
      	3.	
              they
                have entered into a loan agreement dated the same date as this Agreement
                (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").



    
      
        
        

      

      
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    IP
      RIGHTS TRANSFER AGREEMENT

     

    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").

    


    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.

    


    The
      provision of this paragraph are subject only to any rights of use granted to
      third parties by Octavian in the ordinary course of business (being distributing
      and selling the Products and other gaming products to distributors to distribute
      said Products or other gaming products and end users to use said Products and
      other gaming products as end user, hereinafter “Octavian ́s Business”.


    


    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 Products, Materials and Software
      Materials

    


    At
      signing of this Agreement, Octavian shall have deposited the Software Materials
      in escrow with NCC Escrow International Limited, 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 B
      (the
      "Escrow
      Agreement").


    
      
        
        

      

      
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    IP
      RIGHTS TRANSFER 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, including Software
      Materials to AGI, AGI shall be entitled to use the IP Rights in the Materials
      including Software Materials as far as necessary to perform the IP-Rights in
      the
      Products.

    


    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, which, for the avoidance of
      doubt
      and without limitation shall include. 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.


    
      
        
        

      

      
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    IP
      RIGHTS TRANSFER AGREEMENT

    


    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 Agreement including any moneys
                required to be paid under the Escrow Agreement for the release of
                the
                Software Materials from Escrow; 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 including
                any
                moneys required to be paid under the Escrow Agreement for the release
                of
                the Software Materials from Escrow 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 in the Products and Materials 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.

    


    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
                and
                Materials other than in the ordinary course of Octavian's Business
                or as
                approved in writing by AGI, provided that 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(other
                than in respect of licenses or similar rights of use granted in the
                ordinary course of Octavian's Business provided that Octavian is
                not
                limited in its disposition of such
                IP-Rights.;

            


    


    
      
        
        

      

      
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    IP
      RIGHTS TRANSFER AGREEMENT

    


    
      	
              (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.

    


    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.


    
      
        
        

      

      
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    IP
      RIGHTS TRANSFER 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.

     

    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.


    
      
        
        

      

      
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    IP
      RIGHTS TRANSFER AGREEMENT

    


    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.

    


    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:

     

    
      
        
        

      

      
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    IP
      RIGHTS TRANSFER AGREEMENT

    


    
      	 	
              §

            	
              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

    


    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

    
 

    
      	
              /s/
                Harmen Brenninkmeijer

            
	
              Harmen
                Brenninkmeijer ,
                1/23/65

            


    


    
      
        
        

      

      
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    IP
      RIGHTS TRANSFER AGREEMENT

    


    For
      and on behalf of Ziria Enterprises Ltd.

    
 

    
      	/s/
              Harmen Brenninkmeijer 
	
              Harmen
                Brenninkmeijer , 1/23/65

            


    

     

    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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    IP
      RIGHTS TRANSFER 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 A enclosed Escrow Deposit Lodgment Form dated on 14th
      July,
      2008).

    


    The
      (i)
      Accounting, Control and Progressive System –ACP- (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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IP
      RIGHTS TRANSFER AGREEMENT

    


    


    
      
        
        

      

      
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      RIGHTS TRANSFER AGREEMENT

    


    


    
      
        
        

      

      
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    ANNEX
      B

    


    Escrow
      Agreement

     

    
      
        
        

      

      
        4