SHARE PURCHASE AGREEMENT

This Share Purchase Agreement, dated as of August 15, 2014 (this "Agreement"),
by and among Empire Global Corp., a Delaware corporation with its principal
place of business at 130 Adelaide St. West, Suite 701 Toronto, Ontario, M5H 2K4
("Empire" or "Company"), and Multigioco Srl. a corporation organized under the
laws of the Republic of Italy represented by its principal shareholders Doriana
Gianfelici a business person with a principal address at Via Frascineto 24,
Rome, Italy and Newgioco Srl. represented by its principal shareholder,
Beniamino Gianfelici a business person with a principal address at Via G.
Martorelli 72, Rome, Italy and (collectively the "Investors"), replaces and
supersedes that Share Exchange Agreement Dated May 15 2014 as amended.

                                      RECITALS

WHEREAS, the Investors are the record and beneficial owners, free and clear of
         all liens and encumbrances of any kind whatsoever, of a 100% equity
         interest in Multigioco Srl., a corporation lawfully organized and
         currently existing under the laws of the Republic of Italy
         ("Multigioco").

WHEREAS, As of the date of this Agreement, Multigioco is a gaming operator
         licensed by the Amministrazione Autonoma Monopoli di Stato (AAMS) in
         the business of operating online gaming shops and websites and land
         based betting corners and agencies throughout Italy;

WHEREAS, Empire desires to purchase and the Investors desire to sell to Empire
         the shares of Multigioco, each on the terms and subject to the
         conditions as set forth in this Agreement;

WHEREAS, the Board of Directors of Empire has determined that it is advisable
         and in Empire's best interests to effect an acquisition of Multigioco
         from the Investors on the terms and subject to the conditions as set
         forth in this Agreement and such Board has approved and adopted the
         terms and conditions of this Agreement; and

WHEREAS, the sale of Multigioco to Empire on the terms and subject to the
         conditions as set forth in this Agreement has been approved and
         authorized in accordance with the terms and conditions of Investors and
         applicable Italian law.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements,
representations, warranties and covenants herein contained, and other good and
valuable consideration, the receipt and adequacy is hereby acknowledged, the
parties to this Agreement do hereby agree as follows:

                                      ARTICLE I
                                     DEFINITIONS

1.1  Definitions. Capitalized terms defined shall have the meanings set forth in
     this Agreement.










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                                     ARTICLE II
                              CONTRIBUTION AND RECEIPT

2.1  Contribution and Receipt of Shareholder Shares. On the Closing Date (as
     such capitalized terms is defined in section 8.1), in accordance with the
     provisions of this Agreement and applicable law, the Investors will
     contribute, assign, transfer and convey to Empire, and Empire will acquire
     and receive from the Investors, 100% of the shares of Multigioco, free and
     clear of all liens and encumbrances of any kind whatsoever (the "Exchange
     Transaction").

                                    ARTICLE III
                                   CONSIDERATION

3.1  Amount of Consideration. In consideration for the contribution, assignment,
     transfer and conveyance of the Multigioco shares to Empire by the Investors
     pursuant to section 2.1, Empire shall pay and deliver, at the Closing (as
     such capitalized term is defined in section 8.1), the amount of
     EUR 1,000,000 (one million Euro) (the "Cash Consideration") less the Empire
     Advances (as such capitalized term is defined in section 10.1).

Consideration in Lieu of Cash at closing

     a. In Lieu of the Cash Consideration due at closing, as set forth in 3.1
        above; Empire will issue such number of shares (each, an "Exchange
        Share") of the common stock, par value $0.001 per share of Empire (the
        "Empire Common Stock"), as shall equal 2,000,000 (two million) or
        approximately 9.7% of the total number of shares of Empire Common Stock
        outstanding, on a Fully Diluted Basis (as such capitalized term is
        defined in section 3.3) to be held by an attorney of Investor's choosing
        (the "Closing Shares");
     b. At the discretion of the Investors, at a date no later than 90 days from
        the closing of this Agreement, or sooner if practicable, the Investors
        may choose to deliver the Closing Shares to Empire for cancellation in
        exchange for the Cash Consideration which was due at the Closing Date
        (the "Final Payment").

3.2  Final Payment. Immediately upon receipt of the Final Payment but no later
     than 30 days after the Final Payment is received by the Investors or
     attorney for the Investors, the Investors or Investors attorney shall file
     a notice of transfer of title of Multigioco to Empire as a wholly owned
     subsidiary and do all things necessary to complete and register the
     transfer by act of a Notary Public of the United Districts of Rome,
     Velletri and Civitavecchia and required by Italian law and with all
     appropriate local authorities as applicable.

3.3  Fully Diluted Basis Defined. For purposes of this Agreement, the
     capitalized term "Fully Diluted Basis" shall mean the number of shares of
     Empire Common Stock that would be, as of the applicable date, outstanding
     if all derivative securities of Empire if any, including, without
     limitation, warrants, options, rights, convertible debt, convertible
     securities and exchange securities then outstanding were exercised,
     converted or exchanged for shares of Empire Common Stock in accordance
     with the terms of such derivative securities.

                                     ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF INVESTORS

Investors represent, warrant and acknowledge to and covenants and agrees with
Empire as follows:

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4.1  Corporate Status; Authority. The Investors:

     (i) have legal capacity to execute, deliver and perform the Investors'
     obligations under this Agreement; and the consummation of the transactions
     contemplated by this Agreement, including, without limitation, the Exchange
     Transaction, have been duly authorized by all necessary action on the part
     of the Investors and Multigioco's equity owners and this Agreement
     constitutes the valid and legally binding obligation of the Investors,
     enforceable against the Investors in accordance with its terms, except as
     the same may be limited by bankruptcy, insolvency, reorganization or other
     laws affecting the enforcement of creditors' rights generally now or
     hereafter in effect and subject to the application of equitable principles
     and the availability of equitable remedies;

     (ii) are the lawful owners of and have the full right, power, and authority
     to sell, assign, transfer and convey to Empire all of the shares of
     Multigioco free and clear of all liens, encumbrances, claims or rights of
     every kind and nature whatsoever in accordance with the terms of this
     Agreement and the sale, assignment, transfer and conveyance of the shares
     of Multigioco in accordance with the terms of this Agreement will transfer
     good, valid and marketable title thereto free and clear of all liens,
     encumbrances, claims or rights of every kind and nature whatsoever;

4.2  Valid Issuance. The shares of Multigioco have been duly authorized, are
     validly issued and outstanding, fully paid for and non-assessable, and no
     liability attaches to the holders of the shares of Multigioco. Multigioco
     is owned by the Investors free and clear of any and all restrictions,
     liens, claims, or encumbrances or rights of third parties of any nature
     whatsoever; there are no existing options, warrants, calls, or commitments
     on the part of the Investors (or, to the best knowledge of the Investors,
     any other person or entity) of any character relating to the shares of
     Multigioco; and no voting agreements or restrictions of any kind affect the
     rights of any of the shares of Multigioco or the holders of all or any
     portion of Multigioco;

4.3  Conduct of Multigioco Business. The Investors shall maintain the business
     of Multigioco in good standing including the renewal, cancellation,
     assignment, relocation or disposal of its shops, agencies and corners
     including any or all of its AAMS licences provided however, that such
     renewal, cancellation, assignment, relocation or disposal is conducted in
     the normal course of business.

4.4	Consents and Approvals, No Conflicts.

     (a) The acceptance, execution and delivery of this Agreement by Investors
     do not, and the performance by the Investors of their obligations under
     this Agreement upon acceptance by the Investors, will not require any
     consent, approval, authorization or other action by, or filing with or
     notification to, any governmental or regulatory authority, except where
     failure to obtain such consent, approval, authorization or action, or to
     make such filing or notification, would not prevent the Investors from
     performing any of Investors' material obligations under this Agreement and
     would not have a Material Adverse Effect on Multigioco, and;

     (b) The acceptance, execution, delivery and performance of this Agreement
     by the Investors and the other agreements and documents to be executed,
     delivered and performed by the Investors pursuant to this Agreement and the
     consummation of the transactions contemplated by this Agreement and thereby


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     by the Investors, including, without limitation, the Exchange Transaction,
     do not and will not conflict with, violate or result in a breach or
     termination of any provision of, or constitute a default under (or event
     which with the giving of notice or lapse of time, or both, would become a
     default under) any law, rule, regulation, order, writ, judgment,
     injunction, decree, determination or award applicable to the Investors or
     give to others any rights of termination, amendment, acceleration or
     cancellation of, or result in the creation of any lien or encumbrance on
     any of the assets or properties of the Investors pursuant to, any note,
     bond, mortgage, indenture, contract, agreement, lease, license, permit,
     franchise or other instrument relating to such assets or properties to
     which the Investors are a party or by which any of such assets or
     properties is bound, except as would not prevent the Investors from
     performing any of the Investors' material obligations under this Agreement
     and would not have a Material Adverse Effect (as such capitalized term is
     defined in section 10.15) on the Investors or the Investors' assets;

4.5  Absence of Litigation. As of the date hereof, there is no action, claim,
     suit, proceeding or governmental investigation pending or, to the knowledge
     of the Investors, threatened, that would, individually or in the aggregate,
     result in a Material Adverse Effect upon the Investors and/or Multigioco;

4.6  Investment Intent. The Investors are acquiring the Exchange Shares for the
     Investors' own account, for investment only and not with a view to, or for
     sale in connection with, a distribution thereof or any part thereof, within
     the meaning of the Securities Act of 1933, as amended (the "Securities
     Act"), and the rules and regulations promulgated thereunder, or any
     applicable state securities or blue-sky laws;

4.7  Investor Status. The Investors are each an accredited investor as such term
     is defined under Regulation D ("Regulation D") promulgated under to the
     Securities Act; and, if there should be any material change in such status
     prior to the Closing, Investors will immediately advise Empire of such
     change in accredited investor status;

4.8  Intent to Transfer. The Investors are each not a party or subject to or
     bound by any contract, undertaking, agreement or arrangement with any
     person to sell, transfer or pledge the Exchange Shares or any part thereof
     to any person, and has no present intention to enter into such a contract,
     undertaking, agreement or arrangement;

4.9  Receipt of Disclosures. Investors acknowledge receipt of Empire's (a)
     Annual Report on Form 10-K for the fiscal year ended December 31, 2013,
     including all exhibits thereto, (b) Quarterly Reports on Forms 10-Q for the
     quarters ended March 31, and June 30, 2014 including all exhibits thereto,
     (c) all Current Reports on Form 8-K filed up to the date of Closing,
     including all exhibits thereto, and (d) Annual Report on Form 10-K for the
     fiscal year ended December 31, 2012, including all exhibits thereto; each
     as filed with the U.S. Securities and Exchange Commission (the "SEC")
     (collectively, the "Empire SEC Reports"); and Investors have read the
     Empire SEC Reports, including all exhibits thereto, and understands the
     contents of the Empire SEC Reports;

4.10 Absence of Undisclosed Liabilities. Multigioco has no material liabilities
     or obligations, absolute or contingent (individually or in the aggregate),
     except as set forth in the Multigioco financial statements audited for the
     years ended December 31, 2013 and 2012 and unaudited for the period ended
     June 30, 2014 delivered by the Investors (collectively, the "Multigioco
     Financial Statements"), or as incurred in the ordinary course of business
     after the respective dates of the Multigioco Financial Statements;
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4.11 Offering Exempt from Registration; Empire's Reliance. The Investors have
     been advised by Empire that:

     (i)   the Exchange Shares have not been registered under the Securities Act
     or under the laws of any state on the basis that the issuance thereof is
     exempt from such registration;
     (ii)  Empire's reliance on the availability of such exemption is, in part,
     based upon the accuracy and truthfulness of the Investors' representations
     contained in this Agreement;
     (iii) as a result of such lack of registration, none of the Exchange Shares
     may be resold or otherwise transferred or disposed without registration
     pursuant to or an exemption therefrom is available under the Securities Act
     and such state securities laws; and
     (iv)  in furtherance of the provisions of this paragraph 4.11, all of the
     certificate(s) representing the Exchange Shares shall bear a restrictive
     legend substantially in the following form:

"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES HAVE BEEN
ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,
AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER OF THESE SHARES TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS;"

4.12 Sophistication of Investors. The Investors, through each of their agents,
     employees and professional advisors (including, without limitation, the
     Investors' attorneys and outside accountants), has evaluated the merits and
     risks of consummating the transactions contemplated by this Agreement,
     including, without limitation, the Exchange Transaction, and acquiring the
     Exchange Shares and has such knowledge and experience in financial and
     business matters that Investors is capable of evaluating the merits and
     risks of consummating such transactions, including, without limitation, the
     Exchange Transaction, and acquiring the Exchange Shares, is aware of and
     has considered the financial risks and financial hazards of consummating
     such transactions, including, without limitation, the Exchange Transaction,
     and acquiring the Exchange Shares, and is able to bear the economic risk of
     consummating such transactions, including, without limitation, the Exchange
     Transaction, and acquiring the Exchange Shares, including the possibility
     of a complete loss with respect thereto;

4.13 Access to Information. The Investors have had access to such information
     regarding the business and finances of Empire, and has been provided the
     opportunity to discuss with Empire's management the business, affairs and
     financial condition of Empire and such other matters with respect to Empire
     as would concern a reasonable person considering the transactions
     contemplated by this Agreement and/or concerned with the operation of
     Empire, including, without limitation, pursuant to meetings and/or
     discussions with management of Empire;

4.14 No Guarantees. It has never been represented, guaranteed or warranted to
     the Investors by Empire, or by any of Empire's officers, directors, agents,
     representatives or employees, or any other person, expressly or by
     implication, that:

     (i)   any gain will be realized by the Investors from the Investors'
     investment in the Exchange Shares;


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     (ii)  there will be any approximate or exact length of time that the
     Investors will be required to remain as a holder of the Exchange Shares; or
     (iii) the past performance or experience on the part of Empire, its
     predecessors or of any other person, will in any way indicate any future
     results of Empire;

4.15 High Degree of Investment Risk. That the acquisition of the Exchange Shares
     involves a high degree of risk and may result in a loss of the entire
     amount invested; that Empire has limited working capital and limited
     sources of financing available; and that there is no assurance that
     Empire's operations, including the operations of Multigioco following the
     consummation of the Exchange Transaction, will be profitable in the future;

4.16 Address and Principal Place of Business. The address set forth at the
     beginning of this Agreement are the Investors' true and correct addresses
     and principal places of business, respectively, and the Investors have no
     present intention of changing his individual or collective jurisdiction or
     principal place of business;

4.17 No Purchaser Representative. The Investors have not authorized any person
     or institution to act as the Investors' "purchaser representative" (as such
     term is defined in Rule 501 of Regulation D) in connection with the
     Investors' acquisition of the Exchange Shares pursuant to this Agreement;

4.18 No General Solicitation. The Investors have not received any general
     solicitation or general advertising regarding the acquisition of any of the
     Exchange Shares;

4.19 No Finder. There is no finder in connection with the transactions
     contemplated by this Agreement;

4.20 Compliance with Law. Except as would not, individually or in the aggregate,
     have a Material Adverse Effect upon the Investors and/or Multigioco,
     neither the Investors, Multigioco, nor any of their respective heirs,
     assigns or subsidiaries is in violation of, or in default under, any law,
     in each case, applicable to the Investors and/or Multigioco or any of their
     respective subsidiaries or any of their respective assets and properties;

4.21 Subsidiaries. Multigioco has no subsidiaries, nor does Multigioco have any
     equity interest in any other entity of any kind whatsoever;

4.22 Full Disclosure. The representations, warranties and other statements of
     the Investors in this Article IV and the other documents, certificates and
     written statements furnished to Empire by or on behalf of the Investors
     pursuant to this Agreement, taken as a whole, do not contain any untrue
     statement of a material fact or omit to state a material fact specific to
     the Investors' business, plans, results of operations and/or financial
     condition, and not generally available to a sophisticated acquirer of a
     business similar in nature to the actual and planned business operations
     of the Investors, necessary in order to make the representations,
     warranties and other statements of the Investors contained in this
     Agreement or such other documents, certificates and written statements not
     misleading; and

4.23 No Other Representations, Warranties, Covenants or Agreements of Investors.
     Except as set forth in this Agreement, or the documents referred to in this
     Agreement, the Investors have not made any representation, warranty,
     covenant or agreement with respect to the matters contained in this
     Agreement.

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                                      ARTICLE V
                        REPRESENTATIONS AND WARRANTIES OF EMPIRE

Empire represents, warrants and acknowledges to and covenants and agrees with
the Investors as follows:

5.1  Corporate Status; Authority. Empire Global Corp.

     (i)   is a corporation duly organized, validly existing and in good
     standing under the laws of the State of Delaware;
     (ii)  has all necessary corporate power and authority to carry on the
     business of Empire as it is now being conducted, and
     (iii) is duly licensed or qualified and in good standing as a foreign
     corporation authorized to do business in each jurisdiction wherein the
     character and/or the nature of the activities conducted by Empire makes
     such licensing or qualification necessary, except where the failure to be
     so licensed or qualified and in good standing would not prevent Empire from
     performing any of its material obligations under this Agreement and would
     not have a Material Adverse Effect on Empire;

5.2  Authority of Agreement. Empire has the power and authority to accept,
     execute and deliver this Agreement and, upon acceptance by the Investors,
     to carry out Empire's obligations under this Agreement; and the execution,
     delivery and performance by Empire of this Agreement and the consummation
     of the transactions contemplated by this Agreement have been duly
     authorized by all necessary corporate action on the part of Empire and this
     Agreement, upon acceptance by the Investors, constitutes the valid and
     legally binding obligations of Empire enforceable against Empire in
     accordance with its terms, except as the same may be limited by bankruptcy,
     insolvency, reorganization or other laws affecting the enforcement of
     creditors' rights generally now or hereafter in effect and subject to the
     application of equitable principles and the availability of equitable
     remedies; each of the Exchange Shares to be issued pursuant to this
     Agreement, upon issuance in accordance with the terms of this Agreement,
     will be validly authorized, fully paid and non-assessable;

5.3  Consents and Approvals; No Conflict.

     (a)  The acceptance, execution and delivery of this Agreement by Empire
     does not, and the performance by Empire of its obligations under this
     Agreement, upon acceptance by the Investors, will not, require any consent,
     approval, authorization or other action by, or filing with or notification
     to, any governmental or regulatory authority, other than in connection
     with state securities or "blue sky" laws, except where failure to obtain
     such consent, approval, authorization or action, or to make such filing or
     notification, would not prevent Empire from performing any of its material
     obligations under this Agreement and would not have a Material Adverse
     Effect on Empire; and

     (b)  The acceptance, execution, delivery and performance of this Agreement
     by Empire and the other agreements and documents to be executed, delivered
     and performed by Empire pursuant to this Agreement and the consummation of
     the transactions contemplated by this Agreement and thereby by Empire,
     including, without limitation, the Exchange Transaction, do not and will
     not conflict with, violate or result in a breach or termination of any
     provision of, or constitute a default under (or event which with the giving
     of notice or lapse of time, or both, would become a default under) the
     Certificate of Incorporation or By-laws of Empire or, except as would not
     prevent Empire from performing any of its material obligations under this

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     Agreement and would not have a Material Adverse Effect on Empire, any law,
     rule, regulation, order, writ, judgment, injunction, decree, determination
     or award applicable to Empire or give to others any rights of termination,
     amendment, acceleration or cancellation of, or result in the creation of
     any lien or encumbrance on any of the assets or properties of Empire
     pursuant to, any note, bond, mortgage, indenture, contract, agreement,
     lease, license, permit, franchise or other instrument relating to such
     assets or properties to which Empire is a party or by which any of such
     assets or properties is bound;

5.4  Absence of Litigation. No claim, action, proceeding or investigation is
     pending which seeks to delay or prevent the consummation of the
     transactions contemplated by this Agreement or which would be reasonably
     likely to adversely affect Empire's ability to consummate the transactions
     contemplated by this Agreement or which would have a Material Adverse
     Effect on Empire;

5.5  Extent of Offering. Subject in part to the truth and accuracy of the
     Investors' representations set forth in Article IV of this Agreement, the
     offer, sale and issuance of the Exchange Shares, as contemplated by this
     Agreement, are exempt from the registration requirements of the Securities
     Act, and Empire will not take any action hereafter that would cause the
     loss of such exemption or registration;

5.6  Accuracy of Reports and Information. Empire is in full compliance, to the
     extent applicable, with all reporting obligations under Section 12(b),
     12 (g) or 15(d), as applicable, of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"); Empire has registered the Empire Common Stock
     pursuant to Section 12 of the Exchange Act; and Empire has filed all
     material required to be filed pursuant to all reporting obligations, under
     either Section 13(a) or 15(d) of the Exchange Act, for a period of at least
     the twelve months immediately preceding the offer, sale and delivery of the
     Exchange Shares;

5.7  SEC Filings/Full Disclosure. None of the Empire SEC Reports contain any
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements therein,
     in light of the circumstances under which they were made, not misleading;
     and Empire has, since at least January 1, 2014, timely filed all requisite
     forms, reports and exhibits thereto with the Commission; and there is no
     fact known to Empire (other than general economic conditions known to the
     public generally) that has not been disclosed in writing to the Investors
     which could reasonably be expected to materially and adversely affect the
     ability of Empire to perform its obligations under this Agreement;

5.8  Absence of Undisclosed Liabilities. Empire has no material liabilities or
     obligations, absolute or contingent (individually or in the aggregate),
     except as set forth in the Empire SEC Reports, including the financial
     statements included in the SEC Reports (collectively, the "Empire Financial
     Statements"), or as incurred in the ordinary course of business after the
     respective dates of the Empire Financial Statements;

5.9  Governmental Consent, Etc. No consent, approval or authorization of or
     designation, declaration or filing with any governmental authority on the
     part of Empire is required in connection with the valid execution and
     delivery of this Agreement, or the offer, sale or issuance of the Exchange
     Shares, or the consummation of any other transaction contemplated by this
     Agreement;


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5.10 Investment Intent. Empire is acquiring the Multigioco for Empire's own
     account, for investment only and not with a view to, or for sale in
     connection with, a distribution thereof or any part thereof, within the
     meaning of the Securities Act, and the rules and regulations promulgated
     thereunder, or any applicable state securities or blue-sky laws;

5.11 Access to Information. Empire has received the Multigioco Financial
     Statements and had access to such information regarding the business and
     finances of the Investors and Multigioco, and has been provided the
     opportunity to discuss with the Investors and Multigioco management the
     business, affairs and financial condition of the Investors and Multigioco
     and such other matters with respect to the Investors and Multigioco as
     would concern a reasonable person considering the transactions contemplated
     by this Agreement, including, without limitation, the Exchange Transaction,
     and/or concerned with the operations of the Investors and Multigioco,
     including, without limitation, pursuant to meetings and/or discussions with
     management of Multigioco; and

5.12 No Other Representations, Warranties, Covenants or Agreements of Empire.
     Except as set forth in this Agreement, or the documents referred to in this
     Agreement, Empire has not made any representation, warranty, covenant or
     agreement with respect to the matters contained in this Agreement.


                                     ARTICLE VI
                        CONDITIONS TO OBLIGATIONS OF EMPIRE

The obligations of Empire under this Agreement are, at the option of Empire,
subject to the satisfaction at and prior to the Closing Date of the following
conditions:

6.1  Fulfillment of Covenants. All the terms, covenants and conditions of this
     Agreement to be complied with and performed by the Investors on or before
     the Closing Date shall have been duly complied with and performed, and
     there shall have been delivered to Empire a certificate to such effect
     dated the Closing Date, signed by the Investors and the President and
     Secretary of Multigioco;

6.2  Accuracy of Representations and Warranties. All of the representations and
     warranties made by the Investors in this Agreement shall be true as of the
     Closing Date with the same force and effect as though such representations
     and warranties had been made as of the Closing Date, and Investors shall
     have delivered to Empire a certificate to such effect, dated the Closing
     Date, and signed by the President and Secretary of Multigioco;

6.3  No Litigation. There shall be no action, proceeding, investigation or
     pending or actual litigation the purpose of which is to enjoin or may be to
     enjoin the transactions contemplated by this Agreement or which would have
     the effect, if successful, of imposing a material liability upon Empire, or
     any of the officers or directors thereof, because of or due to, in many
     respects, the consummation of the transactions contemplated by this
     Agreement; and there shall be no action, proceeding, investigation or
     pending or actual litigation against or with respect to the Investors,
     Multigioco or the outstanding equity interests in Multigioco (including,
     without limitation, the shares of Multigioco) which could, in any way,
     invalidate or damage this Agreement or value of the assets which Empire is
     acquiring pursuant to this Agreement, including, without limitation, the
     shares of Multigioco; and


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6.4  Receipt of Multigioco Financial Statements. The Investors shall have
     delivered to Empire the audited financial statements for the years ended
     December 31, 2013 and 2012 as well as unaudited interim financial
     statements for the period ended June 30, 2014 for Multigioco.


                                    ARTICLE VII
                        CONDITIONS TO OBLIGATIONS OF INVESTORS

The obligations of the Investors under this Agreement are, at the option of the
Investors subject to the satisfaction at and prior to the Closing Date of the
following conditions:

7.1  Fulfillment of Covenants. All the terms, covenants and conditions of this
     Agreement to be complied with and performed by Empire on or before the
     Closing Date shall have been duly complied with and performed, and there
     shall have been delivered to the Investors a certificate to such effect
     dated the Closing Date, signed by the Chairman and Chief Executive Officer
     of Empire;

7.2  Accuracy of Representations and Warranties. All of the representations and
     warranties made by Empire in this Agreement shall be true as of the Closing
     Date with the same force and effect as though such representations and
     warranties had been made as of the Closing Date, and Empire shall have
     delivered to the Investors a certificate to such effect dated the Closing
     Date, signed by the Chairman and Chief Executive Officer of Empire;

7.3  No Litigation. There shall be no action, proceeding, investigation or
     pending or actual litigation the purpose of which is to enjoin or may be to
     enjoin the transactions contemplated by this Agreement or which would have
     the effect, if successful, of imposing a material liability upon the
     Investors because of or due to, in many respects, the consummation of the
     transactions contemplated by this Agreement; and there shall be no action,
     proceeding, investigation or pending or actual litigation against or with
     respect to Empire, the outstanding shares of Empire Common Stock or the
     Exchange Shares which could, in any way, invalidate or damage this
     Agreement or value of the assets which the Investors are acquiring pursuant
     to this Agreement;

7.4  Empire Outstanding Debt. As of the Closing Date, Empire shall have no more
     than $275,000 in outstanding shareholder advances and $70,000 in Debentures
     Dated July 9, 2004, including, without limitation, notes payable, accounts
     payable, accrued expenses, accrued officer's compensation and loans payable
     to related parties to loans from shareholders, excluding the Empire
     Advances (as such capitalized term is defined in section 10.1);

7.5  Empire Outstanding and Authorized Capital Stock. Prior to the Closing
     Empire shall have no more than 18,675,800 shares of Common Stock issued and
     outstanding and no Preferred Stock issued. As a consequence of the
     consummation of this Agreement at the Closing as contemplated in this
     Agreement, Empire shall have no more than 23,675,800 shares of Common Stock
     issued and outstanding and no Preferred Stock issued; and

7.6  Appointment of Directors and Officers. Consistent with applicable law,
     Empire shall cause the board of directors of Empire, prior to the
     effectiveness and contemporaneous with to the Closing Date, to (i) elect to
     the board of directors of Empire, effective as of the Effective Time, one
     individual as shall be designated by Investors at least three business days


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     prior to the Closing Date and (ii) appoint as an officer of Empire,
     effective as of the Effective Time, such individual as shall be designated
     by the Investors at least three business days prior to the Closing Date.


                                   ARTICLE VIII
                                     CLOSING

8.1  Closing Date. The consummation of the transactions contemplated by this
     Agreement (the "Closing") shall take place at Empire's office, 130 Adelaide
     St., West, Suite 701, Toronto, Ontario, Canada, M5H 2K4 on August 15, 2014
     or sooner if practicable and as may be mutually agreed upon in writing by
     the parties to this Agreement defined in section 10.12 (the "Closing
     Date").

8.2  Effectiveness. The time of the consummation of the Exchange Transaction,
     whether on the Closing Date or such other date, shall, for the purposes of
     this Agreement, be deemed to be the "Effective Time."


                                     ARTICLE IX
                                 INDEMNIFICATION

9.1  Right of Indemnification. From and after the date hereof, each party hereto
     will indemnify and hold harmless the other party, and such other party's
     officers, directors, equity owners, employees and agents, against any and
     all liability, damage, deficiency, loss, cost or expense (including
     reasonable attorneys' fees and expenses) that are based upon or that arise
     out of any misrepresentation or breach of any representation, warranty,
     covenant or agreement made by such party in this Agreement.

9.2  Indemnification Procedure. Each party entitled to indemnification under
     this Agreement (the "Indemnified Party") shall give prompt notice to the
     party (the "Indemnifying Party") required to provide indemnification under
     this Agreement after such Indemnified Party has received actual knowledge
     of any third-party claim as to which indemnity may be sought, and shall
     permit the Indemnifying Party (at Indemnifying Party's expense) to assume
     the defense of any claim or any litigation resulting therefrom; provided,
     that counsel for the Indemnifying Party who shall conduct- the defense of
     such claim or litigation shall be reasonably satisfactory to the
     Indemnified Party, and the Indemnified Party may participate in such
     defense, but only at such Indemnified Party's expense; and provided,
     further, that the omission by any Indemnified Party to give prompt notice
     as provided in this Article IX shall not relieve the Indemnifying Party of
     its indemnification obligations under this Agreement, except to the extent
     that the omission results in a failure of actual prompt notice to the
     Indemnifying Party and such Indemnifying Party is damaged as a result of
     the failure to give prompt notice. No Indemnifying Party, in the defense of
     the such claim or litigation, shall, except with the consent of each
     Indemnified Party, consent to entry of any judgment or enter into any
     settlement which does not include as an unconditional term thereof the
     giving by the claimant or plaintiff to such Indemnified Party of a release
     from all liability with respect to such claim or litigation. In the event
     that the Indemnifying Party does not accept the defense of any matter as
     provided in this section 9.2, the Indemnified Party shall have the full
     right to defend against any such claim or demand, and shall be entitled to
     settle or agree to pay in full such claim or demand in the Indemnified
     Party's sole discretion. In any event, the Indemnified Party, Indemnifying


                                         11
<PAGE>

     Party, Empire and the Investors shall each cooperate in the defense of such
     action and the records of each shall be available to the other with respect
     to such defense.

9.3  Indemnification Notice. Any notice of a claim by reason of any of the
     representations, warranties and agreements contained in this Agreement,
     shall state specifically the representation, warranty, covenant or
     agreement with respect to which the claim is made and the amount of
     liability asserted against the other party by reason of the claim. The
     representations, warranties, covenants, agreements and indemnities
     contained in this Agreement shall survive the execution and delivery of
     this Agreement, any examination by or on behalf of such parties, the
     Closing and the completion of the Exchange Transaction as contemplated
     herein.


                                      ARTICLE X
                                       GENERAL

10.1  Payment of Expenses. Each party shall bear its own expenses with respect
      to this Agreement and the transactions contemplated by this Agreement.
      Notwithstanding the immediately preceding sentence, it is acknowledged by
      both Empire and the Investors that Empire, or affiliates of Empire, have,
      on behalf of Multigioco, paid to the law firm of Locasciulli Studio Legale
      attorneys ("LSL"), the sum of $10,000 (the "LSL Payment") to be applied
      against LSL's fees for services rendered in connection with the
      preparation of the Scrittura Privata Tra Le Parti and Preliminare de
      Cessione di Quote dated December 12, 2013, without limitation any related
      matters, and, to the extent that such fees are less than $10,000, to
      outstanding fees owed to LSL by Multigioco. In addition, Empire has paid
      to Pitagora Revisione Srl the amount of EUR 17,000 to conduct an audit of
      the Multigioco financial statements for the years ended December 31, 2012
      and 2013 as well as a review of the interim periods ended June 30, 2014
      and June 30, 2013 prior to completion of the business combination as
      required by Rule 301 of the Securities and Exchange Act. Furthermore,
      Empire, or affiliates of Empire, have, on behalf of Multigioco, paid to
      other service providers to and vendors of Multigioco, the aggregate sum of
      $50,000 (the "Other Vendor Payments" and, collectively with the LSL
      Payment, the "Empire Advances"). In the event that the Exchange
      Transaction is not consummated on or prior to September 30, 2014, due to a
      willful failure on the part of the Investors or any affiliate(s) of the
      Investors, then the Empire Advances shall be deemed a loan made by Empire
      to the Investors, which shall bear interest at the rate of 5% per annum
      and be due and payable on December 30, 2015. In the event that Empire
      shall, in Empires' sole discretion, advance any additional funds to or for
      the benefit of the Investors at any time prior to the Closing, such
      additional funds shall be deemed a part of the Empire Advances and subject
      to repayment as all other Empire Advances are subject to repayment in
      accordance with this section 10.1.

10.2  Governing Law. This Agreement and the rights, obligations and liabilities
      of the parties hereto shall be governed by and construed and interpreted
      in accordance with the laws of the Republic of Italy without regard to the
      conflicts of laws principles thereof.

10.3  Consent to Jurisdiction and Waivers. The parties to this Agreement each
      irrevocably consents that any legal action or proceeding against any of
      them under, arising out of or in any manner relating to, this Agreement or


                                         12
<PAGE>

      any other document delivered in connection herewith, may be brought in the
      or in the "Tribunale di Roma" or Court of Rome in the Republic of Italy.
      Each of the parties to this Agreement, by the execution and delivery of
      this Agreement, expressly and irrevocably consent and submit to the
      personal jurisdiction of any of such courts in any such action or
      proceeding. Each party further irrevocably consents to the service of any
      complaint, summons, notice or other process relating to any such action or
      proceeding by delivery thereof to it by hand or by any other manner
      provided for in section 10.4. The parties hereto hereby expressly and
      irrevocably waive any claim or defense in any such action or proceeding
      based on any alleged lack of personal jurisdiction, improper venue or
      forum non convenient or any similar basis. Nothing in this section 10.3
      shall affect or impair in any manner or to any extent the right of any
      party to this Agreement to serve process in any manner permitted by law.

10.4  Amendments and Waivers.

      (a) Except as otherwise provided in this Agreement, the provisions of this
      Agreement may not be amended, modified or supplemented without the written
      consent of each of the parties to this Agreement.

      (b) Empire and the Investors' may each, by written notice to the other
      party:

          (i)   waive any of the conditions to such party's obligations under
          this Agreement or extend the time for the performance of any of the
          obligations or actions of the other party,
          (ii)  waive any inaccuracies in the representations of the other party
          contained in this Agreement or in any documents delivered pursuant to
          this Agreement,
          (iii) waive compliance with any of the covenants of the other party
          contained in this Agreement, and
          (iv)  waive or modify performance of any of the obligations of the
          other party.

      (c) No action taken pursuant to this Agreement, including, without
      limitation, any investigation by or on behalf of any party, shall be
      deemed to constitute a waiver by the party taking such action or
      compliance with any representation, warranty, condition or agreement
      contained herein. Waiver of the breach of any one or more provisions of
      this Agreement shall not be deemed or construed to be a waiver of other
      breaches or subsequent breaches of the same provisions.

10.5  Notices. All notices, demands, requests, demands and other communications
      required or otherwise given under this Agreement shall be in writing and
      shall be deemed to have been duly given if: (i) delivered by hand, against
      written receipt therefore, (ii) forwarded by a third party company or
      governmental entity providing delivery services in the ordinary course of
      business which guarantees delivery the following business day, or (iii)
      mailed by registered or certified mail, return receipt requested, postage
      prepaid, addressed (with respect to clauses (ii) and (iii)) as follows:

      If to Empire, to:     Michele Ciavarella, Chairman and CEO
                            Empire Global Corp.
                            Suite 701, 130 Adelaide St. West
                            Toronto, Ontario, Canada M5H 2K4




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<PAGE>

      If to Investors, to:  Allesandro Marcelli, President and COO
                            Multigioco Srl.
                            Via J.F Kennedy 6
                            Grottaferrata, (RM), Roma, Italy

      or, in the case of any of the parties to this Agreement, at such other
      address as such party shall have furnished to each of the other parties
      hereto in accordance with this section 10.4. Each such notice, demand,
      request or other communication shall be deemed given (a) on the date of
      such delivery by hand, (b) on the first business day following the date of
      such delivery to the overnight delivery service or (c) four business days
      following such mailing.

10.6  Successors and Assigns: Holders and Third Parties as Beneficiaries. This
      Agreement shall inure to the benefit of and be binding upon the parties
      hereto and their respective successors and assigns.

10.7  Counterparts. This Agreement may be executed in any number of counterparts
      and by the parties hereto in separate counterparts, each of which when so
      executed shall be deemed to be an original and all of which taken together
      shall constitute one and the same agreement. Electronic, fax, PDF and Jpeg
      signatures to this Agreement shall be deemed to be original signatures to
      this Agreement.

10.8  Headings. The headings of the articles, sections, paragraphs and clauses
      in this Agreement are for convenience of reference only and shall not
      limit or otherwise affect the meanings or interpretations of the terms
      contained therein.

10.9  Severability; Specific Enforcement. In the event that any one or more of
      the provisions contained in this Agreement, or the application thereof in
      any circumstances, is held invalid, illegal, or unenforceable for any
      reason, the validity, legality and enforceability of any such provision
      in every other respect and of the remaining provisions contained in this
      Agreement shall not be in any way impaired thereby, it being intended that
      all of the rights and privileges of the parties to this Agreement shall be
      enforceable to the fullest extent permitted by law. Each of the parties to
      this Agreement acknowledge that the other parties would not have an
      adequate remedy at law for money damages in the event that any of the
      covenants or agreements of any other party in this Agreement were not
      performed in accordance with its terms and therefore agrees that the other
      parties shall be entitled to specific enforcement of such covenants or
      agreements and to injunctive and other equitable relief in addition to any
      other remedy to which it may be entitled, at law or in equity.

10.10 Entire Agreement; Survival. This Agreement and the agreements referred to
      in this Agreement are intended by the parties as a final expression of
      their agreements and are intended to be a complete and exclusive statement
      of the agreements and understandings of the parties to this Agreement in
      respect of the subject matter contained in this Agreement and therein.
      There are no restrictions, promises, representations, warranties or
      undertakings, with respect to the subject matter of this Agreement, other
      than those set forth or referred to in this Agreement and therein. This
      Agreement and the agreements referred to in this Agreement supersede all
      prior agreements and understandings between the parties with respect to
      such subject matters.

10.11 Binding Nature. This Agreement shall be binding upon and inure to the
      benefit of the parties hereto. No party to this Agreement may assign or
      transfer any rights under this Agreement.
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<PAGE>
10.12 Term, Termination and Forfeiture. The term of this Agreement is indefinite
      except that, the parties to this Agreement each irrevocably consents that
      in the event that Empire does not make the Final Payment of the Cash
      Consideration in cash as stated in Paragraph 3.1 by September 30, 2014
      unless extended by written consent of both parties, the extension of which
      not to be unreasonably withheld, this Agreement may be terminated at the
      sole discretion of the Investors and the shares of Multigioco returned to
      the Investors and the shares Empire Common stock issued pursuant to
      forthwith to Empire for cancellation. Other than due to a willful failure
      on the part of the Investors or any affiliate(s) of the Investors, the
      expense amounts paid by Empire pursuant to Paragraph 10.1 shall be
      forfeited by Empire.

10.13 Use of Certain Terms and References. The words "hereof," "herein" and
      "hereunder" and words of similar import when used in this Agreement shall
      refer to this Agreement as a whole and not to any particular provision of
      this Agreement; the term "or" shall be deemed to include the term
      "and/or;" singular or plural tenses shall be deemed to include the
      opposite whenever the context so indicates or requires; and article,
      section, subsection, paragraph, clause, schedule and exhibit references
      are to this Agreement unless otherwise specified.

10.14 Drafting; Representation by Counsel. This Agreement has been drafted on
      the basis of mutual contribution of language and is not to be construed
      against any party as being the drafter or causing the same to be drafted.
      In addition to the representations and warranties contained in Article IV,
      the Investors represents, warrants and confirms to Empire that, in
      connection with the negotiation, drafting and execution of this Agreement,
      the Investors have at all times been represented by competent counsel of
      the Investors' own choosing.

10.15 Business Day. For purposes of this Agreement, a "business day" shall mean
      any calendar day other than a Saturday, Sunday or other calendar day on
      which banks in New York City are authorized or required to be closed under
      applicable laws and regulations.

10.16 Material Adverse Effect Defined. For purposes of this Agreement, the
      capitalized term "Material Adverse Effect" means, with respect to either
      party to this Agreement, any material adverse change in, or material
      adverse effect on, the business, financial condition or continuing
      operations of such party (which, for the purposes of this section 10.15,
      includes all subsidiaries of the party, taken as a whole); provided,
      however, that the effects of changes that are generally applicable to (i)
      the industries and markets in which the party operates, (ii) the United
      States economy or (iii) the United States securities markets shall be
      excluded from the determination of Material Adverse Effect; and provided,
      further, however, that any change or effect resulting from (A) the
      execution of this Agreement, the announcement of this Agreement or the
      pendency or consummation of the transactions contemplated by this
      Agreement (including any cancellation of or delays in customer orders or
      work for clients, any reductions in sales, any disruption in licensor,
      vendor, partner or similar relationships or any loss of employees), (B)
      natural disasters, acts of war, terrorism or sabotage, military actions or
      the escalation thereof or other force majeure events, (C) changes in US
      GAAP, changes in the interpretation of US GAAP or changes in the
      accounting rules and regulations of the SEC, (D) any other action required
      by law, contemplated by this Agreement or taken at the request of the
      other party, (E) any litigation brought or threatened by equity owners of
      the party asserting allegations of breach of fiduciary duty relating to


                                         15
<PAGE>

      this Agreement or violations of applicable securities laws in connection
      with this Agreement, (F) any changes in applicable law, (G) any action
      required to comply with the rules and regulations of the SEC or the SEC
      comment process, (H) if Empire was the party, in and of itself, any
      decrease in the market price or trading volume of Empire Common Stock or
      (I) if Empire was the party, in and of itself, any failure by Empire to
      meet any projections, forecasts or revenue or earnings predictions, or
      any predictions or expectations of any securities analysts, shall also be
      excluded from the determination of Material Adverse Effect.

(SIGNATURE PAGE FOLLOWS)




IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.

EMPIRE GLOBAL CORP.




By: /s/ Michele Ciavarella
------------------------------
        Michele Ciavarella
        Chairman and CEO
        Empire Global Corp.

And


THE INVESTORS




By: /s/ Doriana Gianfelici
------------------------------
        Doriana Gianfelici, CFO
        Multigioco Srl.




By: /s/ Beniamino Gianfelici
------------------------------
        Beniamino Gianfelici, CEO
        Multigioco, Srl.












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