[OPCO
      Letterhead]

    


    


    October
      8, 2008

    


    Octavian
      International Ltd.

    Bury
      House, 1-3 Bury Street

    Guildford,
      Surrey 

    GU2
      4AW

    United
      Kingdom 

    


    Attention:
      Harmen Brenninkmeijer, CEO

    


    Dear
      Sirs:

    


    This
      letter agreement (“Agreement”)
      confirms the terms and conditions upon which Oppenheimer & Co. Inc.
      (“Oppenheimer”)
      has
      introduced potential investors (“Investors”)
      to
      Octavian International Ltd. (the “Company”)
      in
      connection with a potential private placement of securities of the Company
      (the
“Transaction”).
      The
      parties hereto expressly acknowledge that pursuant to this letter agreement
      Oppenheimer will not provide any other services except for introducing Investors
      to the Company. 

    


    In
      making
      such introductions, Oppenheimer will not be acting as your agent but as a finder
      in connection with the Transaction. You hereby acknowledge, consent to, and
      agree that Oppenheimer is acting solely as finder with respect to this Agreement
      and the transactions contemplated hereby, and none of Oppenheimer or any of
      its
      affiliates or its or their respective officers, directors, employees,
      representatives or agents (collectively, the “Representatives”)
      shall
      have any obligation or liability to the Company whatsoever in connection
      herewith or with respect to the Transaction. You shall keep the terms and
      provisions of this Agreement strictly confidential, and you will not disclose
      the identity of Oppenheimer or its Representatives without the prior written
      consent of Oppenheimer; provided that Oppenheimer consents (i) to the disclosure
      of the terms of this Agreement on a confidential basis to the Investors and
      (ii)
      the disclosure of this Agreement in the Current Report on Form 8-K filed with
      the Securities and Exchange Commission following the Transaction (“Super
      8-K”)
      and
      the inclusion of this Agreement as an Exhibit to the Super 8-K; provided, that
      Oppenheimer shall have the opportunity to comment on any such disclosure and
      the
      Company shall use commercially reasonable efforts to address such comments.
      The
      foregoing obligation of confidentiality shall cease with respect to any portion
      of confidential information that has become public other than as a result of
      the
      breach of this Agreement by the Company. Notwithstanding the foregoing and
      except as otherwise provided in (i) and (ii) above, the Company shall not
      publicly disclose the name of Oppenheimer, or include the name of Oppenheimer
      in
      any filing with the Securities and Exchange Commission or any regulatory agency
      or trading market or exchange, without the prior written consent of Oppenheimer,
      except: (a) as required by federal securities laws, rules, regulation or
      judicial process or as otherwise permitted by Oppenheimer and (b) to the extent
      such disclosure is required by trading market or exchange rules or regulations,
      in which case the Company shall provide Oppenheimer with prior notice of such
      disclosure and the Company shall use commercially reasonable effort to address
      any comments of Oppenheimer.

    


    In
      consideration of the foregoing, the Company agrees to pay Oppenheimer a finder's
      fee of: (1) (i) 8% of the gross proceeds raised from the Investors introduced
      by
      Oppenheimer in connection with the Transaction other than Dynamic Decisions
      Capital Management Ltd. (Dynamic); plus (ii) 4%of the gross proceeds raised
      from
      Dynamic, minus (2) $100,000.00 (the “Fee”). The Fee shall be payable upon the
      closing of the Transaction from an escrow account to be established by the
      Investors and the Company. 

      

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    In
      addition, Oppenheimer shall have the right to purchase at the closing of the
      Transaction, for $.01 each, warrants to purchase eight percent (8%) of the
      securities represented by the securities sold and placed with Investors other
      than Dynamic and four percent (4%) of the securities represented by the
      securities sold and placed with Dynamic. The warrants will be exercisable after
      one year, will have a cashless exercise option and will otherwise have the
      same
      terms as any warrants issued to the Investors in connection with this
      Transaction.

     

    Anything
      herein to the contrary notwithstanding, you agree not to circumvent or attempt
      to circumvent this Agreement in an attempt to deprive Oppenheimer of any Fees
      or
      other remuneration.

    


    You
      agree
      to the indemnification and reimbursement provisions set forth in Annex A hereto,
      which is incorporated herein by reference and made a part hereof as if fully
      set
      forth below. Such indemnification obligations shall survive execution, delivery
      and performance of this Agreement.

    


    The
      parties hereto agree that, prior to the Company accepting any investment by
      an
      Investor identified by Oppenheimer, each will use their commercially reasonable
      efforts to have such Investor sign the letter attached as Annex B (or a letter
      otherwise suitable to Oppenheimer) informing such Investor that Oppenheimer
      is
      merely acting as a finder in connection with the Transaction. Executed copies
      of
      each such letter obtained by the Company shall be provided to Oppenheimer
      promptly following their execution.

    


    This
      Agreement and all rights and obligations hereunder shall be binding upon and
      inure to the benefit of each party's successors, but may not be assigned without
      the prior written consent of the other party hereto which shall not be
      unreasonably withheld. This Agreement constitutes the entire understanding
      of
      the Parties with respect to the subject matter hereof. 

    


    This
      letter agreement will be governed by and construed in accordance with the laws
      of the State of New York applicable to agreements made and to be fully performed
      therein. The Company irrevocably submits to the jurisdiction of any court of
      the
      State of New York located in the City and County of New York or in the United
      States District Court for the Southern District of New York for the purpose
      of
      any suit, action or other proceeding arising out of this letter agreement or
      our
      engagement hereunder. Each of the Company and Oppenheimer hereby waives any
      right it may have to a trial by jury in respect of any claim brought by or
      on
      behalf of either party based upon, arising out of or in connection with this
      letter agreement, our engagement hereunder or the transactions contemplated
      hereby. All fees and expenses payable hereunder will be payable in U.S. dollars
      in cash. 

     

    The
      Company hereby irrevocably consents to the service of process in any proceeding
      by the mailing of copies of such process to the Company at its address set
      forth
      above.

     

    Nothing
      contained herein shall limit or prohibit either the Company or Oppenheimer
      from
      complying with any laws it may be subject to with respect to the Transaction
      or
      otherwise. 

    


    Either
      party may terminate this letter agreement at any time upon written notice to
      the
      other party provided that (i) the provisions with respect to confidentiality
      and
      indemnification shall survive such termination, (ii) the Company’s obligation to
      pay any Fee and grant any warrants triggered prior to such termination shall
      survive such termination, and (iii) if prior to November 1, 2009 (the “Tail
      Period”), the Company reaches an agreement in principal for the sale of
      securities of the Company to any Investor(s) which Oppenheimer contacted
      regarding the Transaction, the Company shall (a) pay Oppenheimer the Fee with
      respect to the gross proceeds received by the Company from such Investor out
      of
      the closing of such transaction and (b) grant Oppenheimer the warrants described
      above with respect to the gross proceeds received by the Company from such
      Investor out of the closing of such transaction (provided, however, that the
      Company’s obligation to grant such warrants shall only apply with respect to the
      first $20 million of gross proceeds raised from Investors during the term of
      this Agreement or as contemplated by the Tail Period above). Upon termination
      of
      this Agreement and upon the request of the Company, Oppenheimer shall supply
      the
      Company with a list of any Investors that it contacted regarding the Transaction
      prior to the termination of this Agreement.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    Please
      confirm your agreement with the above by signing below and returning this letter
      to me by fax at (212) 885-4901 (with the assigned counterpart copy followed
      by
      overnight courier).

    


    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              OPPENHEIMER
                & CO. INC.

            
	 	 
	 	
              By:________________________________

            
	 	
              Clark
                Spurrier

            
	 	
              Managing
                Director

            
	
              Accepted
                and Agreed:

            	 
	 	 
	
              Octavian
                International Ltd.

            	 
	
               

            	 
	 	 
	
              By:________________________________

            	 
	
              Harmen
                Brenninkmeijer

            	 
	
              Chief
                Executive Officer

            	 


    

    


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    ANNEX
      A

    


    The
      Company agrees to indemnify and hold harmless Oppenheimer and its affiliates
      and
      their respective former and present directors, officers, employees, agents
      and
      controlling persons (each such person, including Oppenheimer, an "Indemnified
      Party") to the fullest extent permitted by law from and against any losses,
      claims, damages and liabilities, joint or several (collectively, the "Damages"),
      to which such Indemnified Party may become subject in connection with or
      otherwise relating to or arising from any transaction contemplated by this
      letter agreement, and will reimburse each Indemnified Party for all fees and
      expenses (including the fees and expenses of counsel) (collectively, "Expenses")
      as incurred in connection with investigating, preparing, pursuing or defending
      any threatened or pending claim, action, proceeding or investigation
      (collectively, the "Proceedings") arising therefrom, whether or not such
      Indemnified Party is a formal party to such Proceeding and in enforcing this
      letter agreement; provided
      that the
      Company will not be liable to any such Indemnified Party to the extent that
      any
      Damages are found in a final non-appealable judgment by a court of competent
      jurisdiction to have resulted solely from the gross negligence or willful
      misconduct of the Indemnification Party seeking indemnification hereunder.
      The
      Company also agrees that no Indemnified Party will have any liability (whether
      direct or indirect, in contract, tort or otherwise) to the Company or any person
      asserting claims on behalf of the Company arising out of or in connection with
      any transactions or other matters contemplated by this letter agreement except
      to the extent that any Damages are found in a final non-appealable judgment
      by a
      court of competent jurisdiction to have resulted solely from the gross
      negligence or willful misconduct of the Indemnified Party. 

     

    The
      Company agrees not to enter into any waiver, release or settlement of any
      Proceeding (whether or not Oppenheimer or any other Indemnified Party is a
      formal party to such Proceeding) in respect of which indemnification may be
      sought hereunder without the prior written consent of Oppenheimer (which consent
      will not be unreasonably withheld), unless such waiver, release or settlement
      (i) includes an unconditional release of Oppenheimer and each Indemnified Party
      from all liability arising out of such Proceeding and (ii) does not contain
      any
      factual or legal admission by or with respect to any Indemnified Party or any
      adverse statement with respect to the character, professionalism, expertise
      or
      reputation of any Indemnified Party or any action or inaction of any Indemnified
      Party. 

     

    The
      indemnity and reimbursement obligations of the Company hereunder will be in
      addition to any liability which the Company may otherwise have to any
      Indemnified Party and will be binding upon and inure to the benefit of any
      successors, assigns, heirs and personal representatives of the Company or an
      Indemnified Party. 

     

    
 

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    ANNEX
      B

    


    October
      [
      ], 2008

    


    [name
      of
      Investor]

    [address]

    


    Attn:
      [
      ]

    


    Dear
      Sirs:

    


    Octavian
      International Ltd. (the “Company”) has previously indicated to Oppenheimer &
Co. Inc. (“Oppenheimer”) its interest in raising capital. As you (the
“Purchaser”) are aware, Oppenheimer has referred you to the Company and,
      therefore, Oppenheimer may receive a finder’s fee from the Company if you make
      an investment in the Company. You hereby acknowledge that Oppenheimer has not
      provided any services to you or advice to you in connection therewith, except
      for introducing you to the Company, and that Oppenheimer acted merely as a
      finder exclusively in the proposed transaction.

    


    Further,
      the undersigned hereby agrees and confirms that: (i) the Purchaser is an
“accredited investor” as defined in Rule 501 under the Securities Act of 1933,
      as amended; (ii) the decision to participate in the offering by the Company
      has
      been made by the Purchaser and the Purchaser confirms that it has undertaken
      an
      independent analysis of the merits and risks of an investment in the Company,
      based on the Purchaser’s own financial circumstances; (iii) the Purchaser has
      had the opportunity to receive information from the Company, and to ask
      questions of, and receive answers from, the Company, concerning such
      information; (iv) the Purchaser has not relied upon Oppenheimer in negotiating
      the terms of its investment in the Company’s securities; (v) in making a
      decision to purchase the securities, the Purchaser has not received or relied
      upon any investment advice or recommendation from Oppenheimer; (vi) the
      Purchaser hereby acknowledges that from time to time, Oppenheimer or one if
      its
      affiliates, as a result of the nature of its business, may possess material
      non-public information not known to the Purchaser, including (without
      limitation) information (the “Confidential Information”) regarding the business,
      assets, liabilities, results of operations, financial condition or competitors
      of the Company, and that such Confidential Information, if it had been
      disclosed, might affect the decision to invest or the price at which the
      undersigned would be willing to purchase the Shares. The Purchaser hereby
      represents and agrees that it has not requested and will not request that
      Oppenheimer or any of its affiliates to disclose to the undersigned, the
      undersigned’s representatives or any other party any such Confidential
      Information, and that none of Oppenheimer, or any of its affiliates will have
      any liability to the undersigned as a result of such
      non-disclosure.

    


    
      	
            	
              Very
                truly yours,

            
	 	 
	
            	
              OPPENHEIMER
                & CO. INC.

            
	 	 
	
              Agreed
                and Accepted on this

            	 
	
              _______
                day of _________ 2008

            	 
	 	 
	
              PURCHASER

            	 
	
              [corporate
                name]

            	 
	 	 
	
              By:__________________________

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    


    
      
         

      

      
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