Ziria
      Enterprises Limited

    


    and

    


    PacificNet
      Games International Corporation

    


    and

    


    PacificNet
      Inc.

    


    and

    


    Octavian
      International Limited

    


    and

    


    Emperor
      Holdings Limited

    


    Deed
      of Amendment 

    in
      respect of an acquisition agreement relating to the entire issued share capital
      of Emperor Holdings Limited

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Contents

     

    
      	
              1

            	
              Definitions
                and interpretation

            	
              2

            
	 	 	 
	
              2

            	
              Consideration

            	
              2

            
	 	 	 
	
              3

            	
              Termination
                of the Agreement

            	
              3

            
	 	 	 
	
              4

            	
              Waiver

            	
              3

            
	 	 	 
	
              5

            	
              Acknowledgement
                of Receipt

            	
              3

            
	 	 	 
	
              6

            	
              Resignation
                of Harmen Brenninkmeijer

            	
              3

            
	 	 	 
	
              7

            	
              Ongoing
                relationship

            	
              4

            
	 	 	 
	
              8

            	
              Notices

            	
              5

            
	 	 	 
	
              9

            	
              Further
                assurance

            	
              7

            
	 	 	 
	
              10

            	
              Variation

            	
              7

            
	 	 	 
	
              11

            	
              Counterparts

            	
              7

            
	 	 	 
	
              12

            	
              Governing
                law and jurisdiction

            	
              7

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Deed

     

    Dated  May
      14, 2008

     

    Between:

     

    
      	
              (1)                   

                    

            	
              Ziria
                Enterprises Limited a
                company incorporated in Cyprus whose office is at 319, 28th October
                Street, Kanika Business Ctr. 2nd Floor, Limassol, Cyprus (Ziria);
                and

            


    

     

    
      	(2)                   	
              PacificNet
                Games International Corporation,
                a
                company existing under the laws of the British Virgin Islands whose
                principal executive office is situated at Floor 23rd, Tower A, TimeCourt,
                No.6 Shuguangxili, Chaoyang District Beijing, China (PacificNet
                Games);
                and

            


    

     

    
      	(3)                   	
              PacificNet
                Inc.
                a
                company incorporated under the laws of the State of Delaware in the
                United
                States of America whose principal executive office is situate at
                Floor
                23rd, Tower A, TimeCourt, No.6 Shuguangxili, Chaoyang District Beijing,
                China (PACT);
                and

            


    

     

    
      	(4)                   	
              Octavian
                International Limited
                a
                limited liability company incorporated and existing under the laws
                of
                England and Wales (registered in England and Wales No. 04185988)
                whose
                registered office is at 51 Eastcheap, London EC3M 1JP (Company);
                and

            


    

     

    
      	(5)                   	
              Emperor
                Holdings Limited
                a
                limited liability company incorporated and existing under the laws
                of
                England and Wales (registered in England and Wales No. 01981508)
                whose
                registered office is at 3 Princess Way, Redhill, Surrey, RH1 1NP
                (Emperor),

            


    

     

    (each
      a
Party
      and
      together the Parties).

     

    Background

     

    
      	(A)                   	
              The
                Parties entered into a sale and purchase agreement on 7 December
                2007
                (Agreement)
                for the acquisition by PacificNet Games of the entire issued share
                capital
                of Emperor which owns the entire issued share capital of the Company
                (the
                Transaction).
                The Completion Date (as defined in the Agreement) was 22 January
                2008.

            


    

     

    
      	(B)                   	
              Neither
                PACT nor PacificNet Games have received a share certificate in respect
                of
                the shares in Emperor to be acquired pursuant to the Agreement and
                which
                is a right of PacificNet Games under the
                Agreement.

            


    

     

    
      	(C)                   	
              There
                has been no appointment of any director from either of PACT or PacificNet
                Games to the board of either of Emperor or the
                Company.

            


    

     

    
      	(D)                   	
              The
                Parties now consider that the Transaction contemplated by the Agreement
                will not benefit their respective businesses and consider that it
                would be
                beneficial to operate separately and
                independently.

            


    

     

    
      	(E)                   	
              The
                Parties have renegotiated the Agreement and Terms of the Transaction
                as
                set out in a letter of intent dated 28 March 2008 and in accordance
                with
                such letter now wish to set out the renegotiated terms in this
                Agreement.

            


    

     

    
      	(F)                   	
              It
                is acknowledged that this agreement is to be executed as a Deed on
                the
                basis that not all the Parties are receiving consideration for entry
                into
                it.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    It
      is agreed as follows:

     

    
      	1                  
                	
              Definitions
                and interpretation

            


    

     

    
      	1.1                   	
              In
                this Deed, unless the context otherwise
                requires:

            


    

     

    
      	1.1.1                	
              words
                in the singular include the plural and vice versa and words importing
                any
                gender include every gender;

            


    

     

    
      	1.1.2                	
              references
                to persons include individuals, firms, partnerships, limited liability
                partnerships, companies, corporations, unincorporated associations,
                governments, authorities, agencies and trusts (in each case, whether
                or
                not having separate legal
                personality);

            


    

     

    
      	1.1.3                
              	
              any
                phrase introduced by the terms including, include, in particular
                or any
                similar expression shall be construed as illustrative and shall not
                limit
                the sense of the words preceding those
                terms;

            


    

     

    
      	1.1.4                
                	
              the
                table of contents and clause headings are included for ease of reference
                only and shall not affect the interpretation of this Agreement;
                and

            


    

     

    
      	1.1.5                
                	
              the
                Background forms part of this Deed and shall have effect as if set
                out in
                full in the body of this Deed and any reference to this Deed includes
                the
                Background.

            


    

     

    
      	
              1.2                   

            	
              In
                this Deed:

            


    

     

    
      	1.2.1                	
              Closing
                means the closing by Octavian of a transaction pursuant to which
                it raises
                funds from external investors;

            


    

     

    
      	1.2.2                	
              Emperor
                Shares
                means the entire issued share capital of Emperor (as transferred
                to PACT
                pursuant to the Agreement);

            


    

     

    
      	1.2.3                	
              Octavian
                Separation Conditions
                means the:

            


    

     

    
      	(a)  	
              the
                execution of any share transfer document by PACT required to transfer
                the
                Emperor Shares back to Ziria (it being acknowledged that the share
                certificates for such shares remain in Cyprus and have not been delivered
                to PACT);

            


    

     

    
      	1.2.4                	
              PACT
                Separation Conditions
                means the:

            


    

     

    
      	(a)  	
              delivery
                by the Company to PACT of the share certificates for the PACT Shares
                (or
                equivalent title documents) and the execution of any share transfer
                document; and

            


    

     

    
      	(b)  	
              completion
                of the resignation of Harmen Brenninkmeijer from the board of PACT;
                and

            


    

     

    
      	1.2.5                	
              PACT
                Shares
                means the shares in PACT issued to Ziria pursuant to the
                Agreement.

            


    

     

    
      	2                  
                	
              Consideration

            


    

     

    In
      consideration of Ziria returning to PacificNet Games the 1,200,000 shares in
      PACT issued pursuant to the Agreement (the Consideration
      Shares)
      each
      Party agrees that the Agreement shall be terminated in accordance with the
      terms
      of this Deed.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    PART
      A - termination of Agreement and reversing transfer of shares in PACT and
      Octavian

     

    
      	3                   
               	
              Termination
                of the Agreement

            


    

     

    
      	3.1                   	
              Upon
                the execution of this Deed:

            


    

     

    
      	(a)  	
              the
                Agreement and the other rights and obligations of each Party as set
                out in
                the Agreement shall be terminated and cease to have effect save in
                respect
                of the provisions of Clauses 1 (Interpretation), 14 (Notices), 16
                (Settlement of Disputes) and 17 (Governing Law and Jurisdiction)
                which
                shall continue in full force and effect;
                and

            


    

     

    
      	(b)  	
              Ziria,
                Emperor and the Company shall cease to be part of the PACT group
                and shall
                operate separately and independently of PACT and PacificNet
                Games.

            


    

     

    
      	3.2                   	
              All
                Parties agree that there shall be no further obligation to make any
                payments under the Agreement, whether in the form of shares in PACT
                or
                otherwise including, without
                limitation:

            


    

     

    
      	(a)  	
              the
                30,000 shares in PACT to which Ziria was, immediately prior to the
                date of
                this Deed, entitled to receive (and had directed to be issued to
                Sterne
                Agee); and

            


    

     

    
      	(b)  	
              the
                further 1,100,000 shares in PACT which were to be issued to Ziria
                in
                accordance with clause 3.4.2 of the
                Agreement.

            


    

     

    
      	4                  
                	
              Waiver
                and separation conditions

            


    

     

    Octavian
      shall reimburse PACT for all the costs and expenses incurred by PACT related
      to
      acquisition of Octavian, including due diligence, assistance on annual audit,
      etc, up to a maximum of US$30,000. Payment shall be made upon the Company
      carrying out its proposed funding transaction.

     

    On
      satisfaction of the PACT Separation Conditions and the Octavian Separation
      Conditions (or their waiver by, respectively, PACT or Octavian), each Party
      agrees absolutely and unconditionally to waive any claims, rights or other
      actions it may have pursuant to the terms of the Agreement or as a result of
      termination of the Agreement pursuant to this Deed, as at the date of this
      Deed
      against any Party or other party (including, but not limited to the failure
      of
      Ziria to deliver to PACT or PacificNet Games, the shares in Emperor).


     

    
      	5                  
                	
              Acknowledgement
                of Receipt

            


    

     

    PacificNet
      Games acknowledges receipt of the certificates relating to the Consideration
      Shares and satisfied its obligations in relation to the return of the shares
      in
      PACT pursuant to clause
1.1.

     

    
      	6                  
                	
              Resignation
                of Harmen Brenninkmeijer

            


    

     

    Ziria,
      Emperor and the Company agree to procure that Harmen Brenninkmeijer will,
      promptly after the date of this Deed, resign from the board of directors of
      PACT.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    PART
      B - terms for ongoing relationship

     

    
      	7                  
                	
              Ongoing
                relationship
                - corporate matters

            


    

     

    
      	7.1                   	
              PACT
                and the Company agree to use all reasonable endeavours to sign the
                following agreements within 3 months of the date of this
                Deed:

            


    

     

    
      	(a)  	
              a
                non-exclusive distribution agreement and licence whereby PACT will
                be
                appointed as a distributor of the Company's products in Macau provided
                that, subject to the agreement of the terms of the licence, the only
                other
                distributor of the Company products shall be eBet Limited;
                and

            


    

     

    
      	(b)  	
              a
                joint venture agreement relating to future business development in
                Macau
                and, subject to agreement, other territories in
                Asia.

            


    

     

    
      	7.2                   	
              It
                is acknowledged that the Company is negotiating terms with investors,
                following completion of such negotiations the Company and PACT shall
                agree
                a document to effect the simultaneous completion of the following
                transactions on or before Closing:

            


    

     

    
      	(a)  	
              the
                Company shall issue to PACT or its nominee an amount of shares in
                the
                Company so that following such issue PACT or its nominee shall own
                an
                amount of share in the Company equal to 5 per cent (5%) of the issued
                share capital (Octavian shall, to the extent permitted to do so,
                advise
                PACT of the terms of the Closing (including by providing the proposed
                share ownership structure with new investor names, share number and
                ownership %); and

            


    

     

    
      	(b)  	
              PACT
                shall issue 500,000 newly issued PACT restricted shares (PACT
                Restricted Shares)
                credited as fully paid to the Company or its nominee.
                These PACT shares shall be subject to one year lock up and sale
                restriction: any share sale shall be communicated to PACT at least
                7 days
                prior to the sale including intended sales price, number of sale
                shares,
                buyer names, and PACT shall have a first right of refusal to arrange
                buyers to buy at the same terms as other buyers, and PACT shall be
                allowed
                to assist with the PACT share sale process including arranging the
                broker
                and account and PACT shall be entitled to share half (50%) of net
                gain
                (profit from price appreciation, ie. sales price - original issuance
                price
                on the date of issuance) with any partial sale of PACT shares.
                

            


    

     

    
      	7.3                   	
              For
                a period of 12 months from the date of this Deed (or such longer
                period as
                the Parties may both agree to), PACT shall have the option to subscribe
                for ordinary shares in the Company so to retain PACT’s 5% ownership in
                Octavian and not to be diluted on the following
                terms:

            


    

     

    
      	(a)  	
              The
                subscription price shall be equal to 85% of the subscription price
                last
                paid by external investors in the Company prior to the date at which
                PACT
                exercise this option but after the date of this
                Deed;

            


    

     

    
      	(b)  	
              PACT
                may exercise the option by notice in writing to the Company at any
                time
                within such 12 month period but may only exercise the option
                once;

            


    

     

    
      	(c)  	
              The
                option is for a maximum amount of shares in the Company equal to
                5% of the
                issued share capital of the Company on the date of receipt of notice
                from
                PACT exercising the option (and PACT may specify any amount between
                1% and
                5%); and

            


    

     

    
      	(d)  	
              The
                subscription price shall be paid in cash in full on the day of completion
                of the subscription, failing which the option will
                lapse.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	7.4                   	
              The
                status and conclusion of such negotiations shall not in any way affect
                the
                terms of this Deed or the termination of the Agreement and the rights
                and
                obligations under it.

            


    

     

    
      	8                      
              	
              Ongoing
                relationship - commercial
                matters

            


    

     

    
      	8.1                   	
              Product
                localisation /translation
                project

            


    

     

    The
      Parties acknowledge that to develop the Company's products in the future it
      will
      need to carry out product localisation and translation work and PACT has stated
      that it is willing to carry out this work on commercial terms to benefit both
      parties (and in the case of PACT, to benefit it both as a supplier providing
      a
      service on commercial terms and as a shareholder in the Company). Accordingly
      the Parties agree to discuss opportunities to work together in the future in
      this regard and will, where each Party deems it appropriate, actively seek
      to
      enter into commercial agreements, on terms to be agreed, for the provision
      by
      PACT to the Company of product localisation and translation
      services.

     

    Within
      the later of 60 days from the signing of this Agreement or upon receipt of
      funding, Octavian will pay US$200,000 to PACT for localization and language
      translation for Octavian’s products into Chinese language (including ACP,
      Symphony, Marverik, ExtraCash,...). The terms of this agreement will be documented
      in a definitive agreement. This will include ownership terms and payment terms
      (which will include US$100,000 down-payment, US$50,000 on half completion and
      US$50,000 on completion). PACT should have an equal opportunity to bid on any
      software development project within Octavian and its subsidiaries and investees.
      

     

    
      	8.2                   	
              Product
                Marketing project

            


    

     

    In
      relation to Macau, PACT will assist the Company in the marketing of the
      Company's products. The Company shall be responsible for up to US$50,000 of
      marketing expenses incurred by PACT within 3 months of the signing of this
      Agreement provided that no sum shall be payable by the Company unless both
      the
      actual amount and the reason for the expense was previously approved of in
      writing by a director of the Company with reference to this
      provision.

     

    
      	8.3                   	
              Sale
                of PACT gaming machines

            


    

     

    The
      Parties shall work together to actively maximise the sale of PACT gaming
      machines by the Company. In particular the Company will work with PACT to put
      together a sales plan, with a schedule forecasting sales for the first year
      (current target of US$2 million) and second year (current target of US$4
      million). Subject to the following sentence, Octavian shall be committed to
      the
      following sales revenue target on the sale of PACT’s products: First year sales
      commitment: US$2 million minimum sales revenue commitment (with US$4 million
      sales target); Second year sales commitment: US$4 million minimum sales revenue
      commitment (with US$6 million sales target) The Company shall use all reasonable
      endeavours to comply with the sales targets set out in the plan and PACT shall
      provide appropriate support to assist in the achievement of the targets in
      the
      sales plan.

     

    
      	8.4                   	
              Product
                co-development, co-marketing and distribution agreements for Asian
                markets: Macau, China, Taiwan, Philippines, Cambodia, Vietnam, Laos,
                Myanamar and Thailand

            


    

     

    The
      Parties undertake to each other to use all reasonable endeavours to agree terms
      for the above agreements within 60 days of the date of this Deed. In particular,
      the Parties shall use all reasonable endeavours to agree the terms of a
      non-exclusive distribution agreement within such period and, if the Company
      receives an offer from another party within such period on better terms than
      those offered by PACT, it shall not enter into an agreement with such other
      Party without first notifying PACT and inviting PACT to match those
      terms.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    PART
      C - General

     

    
      	9                      
              	
              Warranties

            


    

     

    
      	9.1                   	
              Each
                Party represents, warrants and undertakes to the other that it has
                and
                will have full power and authority to enter into and perform this
                Deed
                which constitutes or when executed will constitute binding obligations
                on
                them
                in accordance with their respective
                terms

            


    

     

    
      	9.2                   	
              The
                Company warrants that it is an “accredited investor” as defined pursuant
                to Regulation D of the Securities Act of 1933, as amended. The Company
                acknowledges that the PACT Restricted Shares have not been registered
                and
                are “restricted securities.”

            


    

     

    
      	9.3                   	
              The
                Company undertakes that for so long as PACT holds not less than 5%
                of the
                issued share capital of Octavian, it shall comply with any reasonable
                request to provide PACT with any required management accounts or
                audited
                financial reports, if required by PACT’s management, audit committee,
                independent auditor, the SEC, NASDAQ or any respective governments.
                

            


    

     

    
      	9.4                   	
              The
                Company agrees to provide all required cooperation efforts, documentation,
                disclosure filings (including SEC 8K, 10K, 10Q), and financial reports
                in
                support of the completion of this Deed, if reasonably required by
                PACT.

            


    

     

    
      	10                    
              	
              Notices

            


    

     

    
      	10.1                 	
              Any
                notice required to be given under this Agreement shall be sufficiently
                given if delivered in person, forwarded by registered post or sent
                by
                overnight international couriers or facsimile transmission to the
                relevant
                party at its address, or fax number set out below (or such other
                address
                as the addressee has by five days prior written notice specified
                to the
                other parties):

            


    

     

    
      	10.1.1              	
              To
                PACT / PacificNet Games:

            


    

     

    Attn: Victor
      Tong

    President

    Floor
      23rd, Tower A, TimeCourt,

    No.6
      Shuguangxili

    Chaoyang
      District Beijing

    China

     

    
      	10.1.2             	
              To
                the Company/ZIRIA/Emperor:

            


    

     

    Attn: Mr.
      Harmen Brenninkmeijer

    Octavian
      International Limited

    Bury
      House

    1-3
      Bury
      Street

    Guildford

    Surrey
      GU2 4 AW

    United
      Kingdom

     

    With
      a
      copy to: 33 Kitiou Kyprianou, Limassol, Cyprus 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	11                   	
              Further
                assurance

            


    

     

    Each
      of
      the Parties shall use its reasonable endeavours to do or procure to be done
      all
      such further acts and things and execute or procure the execution of all such
      other documents as may from time to time be required for the purpose of giving
      the full benefit of the provisions of this Agreement.

     

    
      	12                   	
              Variation

            


    

     

    No
      variation of this Agreement or any of the documents referred to in it shall
      be
      effective unless it is in writing and signed by or on behalf of each of the
      parties to this Agreement.

     

    
      	13                   	
              Counterparts

            


    

     

    This
      Deed
      may be executed in any number of counterparts each of which when executed shall
      be an original but all the counterparts shall together constitute one and the
      same instrument.

     

    
      	14                   	
              Governing
                law and jurisdiction

            


    

     

    
      	14.1                 	
              This
                Deed shall be governed by and construed in accordance with the laws
                of
                England.

            


    

     

    
      	14.2                 	
              Each
                party irrevocably agrees to submit to the exclusive jurisdiction
                of the
                courts of England and Wales over any claim or matter arising under
                or in
                connection with this Agreement.

            


    

     

    In
      witness
      of which
      this document has been executed by the Parties as a Deed
      and
      delivered
      on the
      date set out at the beginning of this Deed.

     

     

    
      	
              Executed
                as
                a Deed
                by

              Ziria
                Enterprises Limited

              acting
                by its duly authorised representatives

            	
              )

              )

              )

              )

            	
              sign
                here:

               

               

              /s/
                Harmen Benninkmeijer

            
	 	 	
              Director

               

              print
                name: Harmen Brenninkmeijer

            
	 	 	
              sign
                here:

               

              /s/
                Harmen Benninkmeijer 

            
	 	 	
              Director
                / Secretary

               

              print
                name: Harmen Brenninkmeijer

            


    

    


     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


     

     

    
      	
              Executed
                as
                a Deed
                by

              PacificNet
                Inc.
                acting by duly authorised representatives

            	
              )

              )

              )

              )

            	
              sign
                here:

               

               

              /s/
                Tony Tong

            
	 	 	
              Title:
                CEO

               

              print
                name: Tony Tong

            
	 	 	
              sign
                here:

               

              /s/
                Chen Ling Yun

            
	 	 	
              Title:

               

              print
                name: Chen Ling Yun 

            


    

    


     

    
      	
              Executed
                as
                a Deed
                by

              PacificNet
                Games International Corporation
                acting by duly authorised representatives

            	
              )

              )

              )

              )

            	
              sign
                here:

               

               

              /s/
                Tony Tong

            
	 	 	
              Title:
                CEO

               

              print
                name: Tony Tong

            
	 	 	
              sign
                here:

               

              /s/
                Chen Ling Yun

            
	 	 	
              Title:

               

              print
                name: Chen Ling Yun 

            


    

    


     

    
      	
              Executed
                as
                a Deed
                by

              Octavian
                International Limited

              acting
                by:

            	
              )

              )

              )

            	
              sign
                here:

               

              /s/
                Harmen Brenninkmeijer

            
	 	 	
              Director

               

              print
                name: Harmen Brenninkmeijer

            
	
              In
                the presence of:

              Witness
                signature:

            	 	
              Witness
                sign here:

               

              /s/
                Peter Moffitt

            
	
              Witness
                name:

            	 	
              print
                name: Peter Moffitt 

            
	
              Witness
                address:

            	 	
              Bury
                House

            
	 	 	
              1-3
                Bury St.

            
	 	 	
              Guildford
                GU2 4AW

            
	 	 	
              United
                Kingdom 

            
	 	 	    

	
              Witness
                occupation:

            	 	
              Company
                President 

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Executed
                as
                a Deed
                by

              Emperor
                Holdings Limited

              acting
                by:

            	
              )

              )

              )

            	
              sign
                here:

               

              /s/
                Harmen Brenninkmeijer

            
	 	 	
              Director

               

              print
                name: Harmen Brenninkmeijer

            
	
              In
                the presence of:

              Witness
                signature:

            	 	
              Witness
                sign here:

               

              /s/
                Peter Moffitt

            
	
              Witness
                name:

            	 	
              print
                name: Peter Moffitt 

            
	
              Witness
                address:

            	 	
              Bury
                House

            
	 	 	
              1-3
                Bury St.

            
	 	 	
              Guildford
                GU2 4AW

            
	 	 	
              United
                Kingdom 

            
	 	 	    

	
              Witness
                occupation:

            	 	
              Company
                President 

            


    

    


    


    


    
      
        
        

      

      
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