Exhibit 10.13


     

    Exhibit
      10.13

     

     

     

    PURCHASE
      AGREEMENT

    


    This
      purchase AGREEMENT entered into as of September 30, 2005 by and between
CASINO
      PLAYERS INC.,
      a
      Nevada Corporation (the "Buyer"), and (the “Selling Shareholder”) INVICTA
      GROUP INC.
      (collectively
      the "Corporation"), 

    


    WHEREAS,
      the
      Selling Shareholder, among other things, own a Casino Rep Company Company,
      owns
      a certain domain name, a database of clients, a website and generated revenues
      of $50,000 in 2004.

     

     WHEREAS,
      the
      Selling Shareholder desires to sell and the Buyer desires to purchase the assets
      of the Corporation, upon the terms and conditions hereinafter set forth;


    


    WHEREAS,
      Invicta
      Group Inc. is the sole shareholder of the Corporation.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and covenants herein set forth, and for
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, the parties hereto, intending to be legally bound, agree
      as
      follows:

    


    


    1.
      Definitions.

    


    "Acquired
      Assets":
      means
      all of the right, title, and interest that the Corporation possess in those
      assets identified as Domain address www.casinoratedplayers.com
      and a
      database of 7,500 past travelers and a website.

    


    "Buyer”:
      means
      Casino Players Inc., as set forth in the preface above.

    


    “Closing”:
      means
      the day the Selling Shareholder and Buyer agree to transfer assets of respective
      company.

    


    “Liabilities”:
      means
      all debt of the Corporation owed to suppliers, customers, employees and inter
      company 

    


    "Selling
      Shareholder":
      means
      Invicta Group Inc.

    


    “Website”:
      means
      Internet site promoting business of Casino Rated Players

     

    
      
        
        

      

      
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      	2.  	
               Acquisition
                of Assets.
                On
                the Closing Date, Buyer will acquire all of the assets of the Corporation
                (the” Acquisition”) on the terms and conditions set forth in this
                Agreement.

            


    

    


    3.
      Consideration. 

    


    The
      purchase price for the assets of the Corporation will be the issuance of 4
      Million shares of Casino Players Inc.

    


    4. The
      Closing. 

    


    (a)
      The
      Closing shall take place at the offices of Seller no later than September 30,
      2005, unless the parties agree in writing to extend the closing date to another
      place or time. 

    


    (b)
      The
      following will be delivered by Selling Shareholder and the Corporation at
      Closing:

    


    
      	·  	
              All
                corporate records and minute books of the
                Corporations

            


    

    
      	·  	
              All
                financial and corporate books and records of the Corporations, including
                bank account information.

            


    

    
      	·  	
              Database
                of Travelers

            


    

    
      	·  	
              Website
                codes

            


    

    


    


    (c)
      The
      following will be delivered by Buyer at Closing:

    


    
      	·  	
              Original
                Certificate for the 4 Million Shares duly issued to Invicta Group
                Inc.
                

            


    

    
      	·  	 


    

    
      	5.  	
              Representation
                and Warranties of Selling Shareholders. 

            


    

     

    
      
        
        

      

      
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    Selling
      Shareholders represent and warrant to Buyer as follows:

    


    5.1
      Corporate
      Compliance; Authorization 

    


    a.  Compliance.
      The
      Corporation is duly and validly in existence and are in good standing
      in. To
      the
      best knowledge of the Selling Shareholder, the Corporation is not in violation,
      breach, or default of any term of its Certificate of Incorporation or By-laws,
      or of any material term or provision of any contract, agreement, judgment,
      decree, order, statute, rule or regulation applicable to or binding upon the
      Corporation, the breach or default of which would have a material adverse affect
      on either of the Corporation’s business or financial condition.

    


    b.  Authorization.
      The
      Selling Shareholder is the sole shareholder of the Corporation and have all
      requisite power and authority to execute, deliver and perform their respective
      obligations under this Agreement, and all corporate action on the part of the
      Corporation, their officers and directors, necessary for the sale and transfer
      of the asset has been taken. 

    


    5.2 Absence
      of Litigation.
      In
      good
      faith and to the best of the knowledge of Selling Shareholder, after due inquiry
      and investigation, there are no (a) actions proceedings, arbitrations or
      investigations pending or any threat thereof, or verdicts or judgments entered
      against the Corporation before any court or before any administrative agency
      or
      officer which might result in any material adverse change in the business,
      properties or condition, financial or otherwise, of the Corporation or (b)
      violations by the Corporation of any foreign, federal, state or local laws,
      regulations or order, including but not limited to laws pending to workplace
      safety and environmental clean-up, the violation of which would have a material
      adverse effect on the business of the Corporation.

    


    5.3
      Tax
      Returns and Payments.
      In
      good
      faith and to the best knowledge of Selling Shareholder, the Corporation is
      not
      in violation of the filing requirements for all federal and state income tax
      returns that are required to be filed by the Corporation. 

     

     5.4
      Material
      Change.
      Since
      September 15, 2005, there has not occurred:

    


    Any
      material adverse change in the assets, prospects, condition (financial or
      otherwise), or operating results of Corporation.

     

    
      
        
        

      

      
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    5.5 Title
      to Assets.
      The
      Corporation owns, free and clear of encumbrances of assets.

    


    6.0
      Buyer Representation.
      The
      Selling Shareholder has a reasonable basis to believe that representations
      and
      warranties of Buyer set forth in this Agreement are true and
      accurate.

    


    (a)Limitations
      on Resale or Transfer.
      Selling
      Shareholder understands and acknowledges that their ability to sell any of
      the
      shares of Stock may be limited by the lack of a ready market in which to sell
      the Stock, and that the certificates issued will be restricted.

    


    b)
      Access
      to Data.
      The
      Selling Shareholder has had an opportunity to discuss the Buyer’s business,
      management and financial affairs with its management and to obtain any
      additional information necessary or appropriate for deciding whether or not
      to
      accept the Stock. 

    


    7.
      Representations
      and Warranties of the Buyer.
      The
      Buyer represents and warrants to the Shareholder as follows: that the statements
      contained in this Agreement are correct and complete as of the date of this
      Agreement and will be correct and complete as of the Closing Date.
      .

    


    8.0
      Organization
      of the Buyer.
      The
      Buyer is a corporation duly organized and incorporated under the laws of the
      state of Nevada, validly existing, and in good standing under the laws of the
      jurisdiction of its incorporation, 

    


    9.0 Authorization
      of Transaction.
      The
      Buyer has full power and authority (including full corporate power and
      authority) to execute and deliver this Agreement, and the other agreements,
      documents and instruments contemplated hereby, and to perform their respective
      obligations hereunder and hereunder. This agreement constitutes the valid and
      legally binding obligations of the Buyer, as the case may be, enforceable in
      accordance with their terms and conditions.

     

    
      
        
        

      

      
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    10.
      Capitalization
      of Buyer.
      As of
      the 9/15/05 the authorized capital stock of Buyer consists of 200 million common
      shares, of which 25.3 Million common shares are validly issued and outstanding
      to 11 shareholders; all are fully paid and nonassessable. The Buyers stock
      to be
      delivered as part of this purchase price will be validly issued, fully paid
      and
      nonassessable; and the Buyer has the power and authority to issue the
      same.

    The
      total
      shares issued after the closing of this transaction will be 29.3 Million and
      leaving 170,700,000 in Casino Players Inc treasury. 

    


    11.0 Authorization
      of the Sale
      The
      officers of Buyer who sign this agreement have the requisite capacity, power,
      and authority to do so. The signing and delivery of this Agreement and all
      related documents, by Buyer through its officers, and the performance of this
      agreement (i) does not violate any contract to which Buyer is a party; or (ii)
      violate any provisions of Buyer’s Articles of Association, or any of Buyer’s
      other governing documents or corporate documents.

    


    12.0 Binding
      Nature and Enforceability of Agreement
      Assuming
      that this Agreement is binding upon and enforceable against all other parties,
      this Agreement, the stock of Buyer, and all other documents that are signed
      by
      Buyer and delivered at the Closing, are legally binding upon, and enforceable
      against Buyer.

    


    13.0
      Liabilities of the Corporation
      on the
      Closing Date the Liabilities of the Corporation shall remain liabilities of
      and
      Selling Shareholder and Buyer shall have no obligation, liability, or
      responsibility for the payment thereof.

    


    14.0 Miscellaneous.

    


    A Successors
      and Assigns.
      Except
      as otherwise expressly provided herein, the provisions hereof shall inure to
      the
      benefit of, and be binding upon, the successors, assigns, heirs, executors
      and
      administrators of the parties hereto.

    


    B No
      Third-Party Beneficiaries.
      The
      terms and provisions of this Agreement are intended solely for the benefit
      of
      each party hereto and their respective successors and assigns, and it are not
      the intention of the parties to confer third-party beneficiary rights upon
      any
      other person.

     

    
      
        
        

      

      
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    C  Survival
      of Agreements, Representations, etc.
      All
      warranties, representations, agreements and covenants made by a party herein
      or
      in any certificate or other instrument required to be delivered by or on behalf
      of a party in connection with this Agreement, shall be considered to have been
      relied upon by the other party and shall survive the Closing under this
      Agreement regardless of any investigation made by any party or information
      about
      any breach known to any party prior to the Closing; shall continue in full
      force
      and effect; and shall provide a basis for the remedies provided for herein
      or
      otherwise available to the non-breaching party.

    


    D Entire
      Agreement.
      This
      Agreement and the exhibits attached hereto and the other documents delivered
      pursuant hereto constitute the full and entire understanding and agreement
      between the Seller and Buyer with regard to the subjects hereof and
      thereof.

    


    E Amendments
      and Modifications.
      This
      Agreement may not be amended or modified other than by an agreement in writing
      signed by all of the parties.

    


    F Notice.
      Any
      notice, payment, report or other communication required or permitted to be
      given
      by one to any other party by this Agreement shall be in writing and either
      (i)
      served personally on the other party or parties; (ii) sent by express,
      registered or certified first class mail, postage prepaid, addressed to the
      other party or parties at its or their address or addresses as indicated next
      to
      their signatures below, or to such other address as any addressee shall have
      therefore furnished to the other parties by like notice; (iii) delivered by
      commercial courier to the other party or parties; or (iv) sent by facsimile
      with
      the original sent by U.S. Mail. Such notice shall be deemed received on the
      second day after transmittal if sent by one (1) day courier together with a
      transmission of such notice by facsimile if the recipient has the capability
      to
      receive a facsimile.


    


    G Statutory
      References.
      A
      reference in this Agreement to a statute or statutory provision shall mean
      such
      statute or statutory provision as it has been amended through the date as of
      which the particular Agreement provision is to take effect, or to any successor
      statute or statutory provision relating to the same subject as the statutory
      provision referred to in this Agreement, and to any then applicable rules or
      regulations promulgated thereunder.

     

    
      
        
        

      

      
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    H Jurisdiction;
      Service of Process.
      Any
      action or proceeding seeking to enforce any provision of, or based on any right
      arising out of, this Agreement may shall be brought against any of the parties
      only in the courts of the State of Florida, County of Broward, or, if it has
      or
      can acquire the necessary jurisdiction, in the United States District Court
      for
      the Southern District of Florida, and each of the parties consents to the
      exclusive jurisdiction of such courts (and of the appropriate appellate courts)
      in any such action or proceeding and irrevocably waives any objection to venue
      made therein. 

    


    i Enforcement.
      The
      parties agree that irreparable damage would occur in the event that any of
      the
      provisions of this Agreement were not performed in accordance with their
      specific terms or were otherwise breached. Accordingly, it is agreed that the
      parties shall be entitled to seek an injunction or injunctions to prevent
      breaches of this Agreement and to enforce specifically the terms and provisions
      of this Agreement in any court of the United States located in the State of
      Florida or in any Florida state court, this being in addition to any other
      remedy to which they are entitled at law or in equity. 

    


    In
      addition, each of the parties hereto (a) consents to the personal jurisdiction
      of any federal court located in the State of Florida or of any Florida state
      court in the event any dispute arises out of this Agreement or any of the
      transactions contemplated by this Agreement, (b) agrees that it will not attempt
      to deny or defeat such personal jurisdiction by motion or other request for
      leave from any such court, and (c) agrees that it will not bring any action
      relating to this Agreement or any of the transactions contemplated by this
      Agreement in any court other than a federal or state court sitting in the State
      of Florida.

    


    j Recovery
      of Fees by Prevailing Party.
      In the
      event of a lawsuit to enforce or interpret the provisions of this Agreement,
      the
      prevailing party shall pay the other party reasonable attorneys’ fees and other
      costs and expenses including expert witness fees in such amount as the court
      shall determine. In addition, such non-prevailing party shall pay reasonable
      attorneys’ fees incurred by the prevailing party in enforcing, 
or
      on
      appeal from, a judgment in favor of the prevailing party. 

    The
      preceding sentence is intended by the parties hereto to be severable from the
      other provisions of this Agreement and to survive and not be merged into such
      judgment.

     

    
      
        
        

      

      
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    k Time
      of the Essence.
      With
      regard to all dates and time periods set forth or referred to in this Agreement,
      time is of the essence.

    


    l Confidentiality;
      Publicity.
      The
      Seller and Buyer acknowledge that the transaction described herein is of a
      confidential nature and shall not be disclosed prior to the Closing except
      to
      consultants, attorneys and advisors, or as required by law. The Seller and
      Buyer
      shall not make any public disclosure of the terms of this Agreement prior to
      the
      Closing, except as required by law, such requirement to substantiated by a
      written opinion of counsel. 

    


    m Construction.
      The
      construction of this Agreement shall not take into consideration the party
      who
      drafted or whose representatives drafted any portion of this Agreement, and
      no
      canon of construction shall be applied that resolves ambiguities against the
      drafter of a document. The parties acknowledge that competent counsel that
      each
      has chosen to represent such party and each party has had a full opportunity
      to
      comment upon and negotiate the terms of this Agreement advised them.


    The
      language used in this Agreement shall be deemed to be the language chosen by
      the
      parties hereto to express their mutual intent as a result of arm’s length
      bargaining.

    


    n Finder’s
      Fee and Broker’s Fees.
      The
      Sellers and Buyer hereto represent and warrant that they have not retained
      a
      finder or broker in connection with the transactions by this Agreement, and
      hereby agrees to indemnify and to hold the other harmless from any liability
      for
      any finder’s or broker’s fee to any broker or other person or firm (and the cost
      and expenses of defending against such liability or asserted liability) for
      which such indemnifying person, or any of its employees or representatives,
      are
      responsible.

    


    o Titles
      and Subtitles.
      The
      titles of the Sections and subsections of this Agreement are for the convenience
      of reference only and are not to be considered in construing this
      Agreement.

    


    p Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one
      instrument.

    


    q Applicable
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida.

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the
      parties hereto have executed this Agreement as of the 30th
      day
      September 2005.

    


    


    “SELLER”

    


    Invicta
      Group Inc.

    


    _____________________________

    David
      Scott

    COO

    


    


    “BUYER”

    


    CASINO
      PLAYERS INC

    


    ______________________________


    William
      Forhan

    CEO

     

     

    
      
        
        

      

      
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