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.ebetonline.com

              


      

      


      22
        August, 2008

      


      Mr
        Brian
        Daly

      Rockmore
        Capital

      28th
        Floor

      150
        East
        58th
        Street

      NEW
        YORK
        NY 10155

      USA

      


      Dear
        Brian

      


      OCTAVIAN

      


      We
        refer
        to your letter of 19 August, 2008.

      


      In
        consideration of your agreement to pre-fund A$1.75m
        (in
        combination with Octavian) of Rockmore's proposed investment in Octavian
        for the
        specific purpose of enabling Octavian to repay a portion of its indebtedness
        to
        eBet, subject to what follows:

      


      
        	 	
                (1)

              	
                we
                  hereby consent to the grant by Octavian to Rockmore of a second
                  priority
                  deed of charge over the Charged Property (as defined in our deed
                  of charge
                  dated 15 August, 2007,
                  hereinafter referred to, with all amendments thereto, as the "eBet
                  Charge");
                  

              


      

      


      
        	 	
                (2)

              	
                we
                  hereby grant to you an option (exercisable at any time prior to
                  midnight
                  on 30 September, 2008) to purchase the outstanding balance of Octavian's
                  indebtedness to eBet for
                  a sum equal to the amount calculated by reference to our letter
                  of today’s
                  date to Octavian.
                  In
                  the event that you exercise this option, we will assign and transfer
                  to
                  Rockmore all our right, title and interest in and to, and our rights
                  under, the eBet
                  Charge
                  upon receipt by us of cleared funds;

              


      

      


      
        	
              	(3)	
                in
                  the event that the outstanding balance of Octavian’s indebtedness is not
                  repaid
                  to us prior to midnight on 30 September, 2008 and we are thereby
                  entitled
                  to exercise our rights under the eBet Charge, we hereby grant to
                  you
                  aright
                  of first
                  refusal
                  (in the form of an option) to purchase from us all the Charged
                  Property (as defined in
                  the eBet Charge) for
                  a sum not less than the highest price
                  which has been offered in writing by a third party for the Charged
                  Property (provided that such offer is a genuine bona fide offer)
                  by way of
                  a proposed purchase or any other similar transaction transferring
                  rights
                  in the Charged Property to such third party (whether in one or
                  a series of
                  transactions),
                  which we are prepared to accept. This option shall remain open
                  for a
                  maximum
                  period of 80 days
                  from 30 September, 2008 (the "Option Period")
                  provided that if notice of the proposed third party sale is given
                  less
                  that 10 Business Days before the end of the Option Period, the
                  option
                  shall be exercisable for 10 Business Days after receipt of such
                  notice.
                   

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      In
        the
        event that the option is not exercised in writing by you (and monies are
        received
        in cleared funds in our bank account in Sydney) within 10 Business
        Days
        after we
        have
        provided you with full
        details
        in
        writing of
        a
        proposed third party sale, the option  shall
        cease and (subject to paragraph (4) below), we shall be entitled to continue
        to exercise all our rights under the eBet Charge; 

       

      
        	
              	(4)	
                in
                  the event that the option set out in paragraph (3) above lapses
                  and we
                  continue
                  to exercise our rights under the eBet Charge, we agree and undertake
                  to you that we shall pay over to you the
                  sum of US$1m
                  from the proceeds
                  of
                  the exploitation of the Charged Property (including,
                  without limitation, any sale, assignment or licence of the same)
                  which
                  are over and above
                  an
                  amount equal to the following:

              


      

      


      
        	
              	a.	
                the
                  amount calculated by reference to our letter of today’s date to
                   Octavian;

              


      

      
        	 	
                b.

              	
                any
                  unpaid interest accrued on the outstanding indebtedness set out
                  at
                  (a) above with the interest rate being 30% pa (such interest being
                  capitalised
                  at the end of each calendar month) from 1 October, 2008 to
                  and including the date on which a
                  sum has been received by us from the exploitation of the Charged
                  Property
                  which is equal to the amounts set out at paragraphs (a), (c), (d)
                  and
                  (e);
                  

              


      

      
        	
              	c.	
                all
                  costs incurred by us in enforcing the terms of the eBet
                  Charge;

              


      

      
        	 	
                d.

              	
                all
                  costs incurred by us in connection with the exploitation of the
                  Charged
                  Property; and 

              


      

      
        	
              	e.	
                all
                  other moneys properly payable to us under the eBet
                  Charge.

              


      

      


      The
        payment of US$1m due to you shall be made within 10 Business Days after receipt
        by us
        of the
        funds described above
        provided
        always that once the US$1M is paid, any proceeds received over and above
        this
        amount will be dealt with in accordance with the respective rights of the
        parties under the eBet Charge. 

      


      For
        the
        avoidance of doubt, in the event that you do not exercise your option under
        paragraph (3) above, and we complete a sale or similar transaction transferring
        rights in the Charged Property to a third party, this paragraph (4) shall
        apply
        to the proceeds of such sale or similar transaction.

       

      Our
        above
        agreement is conditional upon receipt of the sum of A$1.75m
        in
        cleared funds in our bank account in Sydney no later than 25 August,
        2008.

      


      eBet
        would welcome early repayment of Octavian's remaining outstanding
        indebtedness.

      


      Yours
        faithfully

      EBET
        LIMITED

      


      
        	
                /s/
                  Anthony Toohey

              	 	
                /s/
                  Ian R. James

              
	
                ANTHONY
                  P. TOOHEY

              	 	
                IAN
                  R. JAMES

              
	
                CEO
                  & Managing Director

              	 	
                Director

              


      

       

      Accepted
        and agreed on behalf of Rockmore Capital


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                /s/
                  Brian Daly

              
	
                Brian
                  Daly

              


      

      


      
        	
                cc. 

              	
                Mr.
                  Harmen Brenninkmeijer

              
	 	
                Executive
                  Chairman

              
	 	
                Octavian
                  International Limited