Unassociated Document


    


    THE
TAKING OF THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT OR ANY DOCUMENT
WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION THEREOF, INCLUDING WRITTEN
CONFIRMATIONS OR REFERENCES THERETO, INTO AUSTRIA AS WELL AS PRINTING OUT ANY
E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN AUSTRIA OR SENDING ANY
E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL SIGNATURE WHICH REFERS TO
THIS DOCUMENT TO AN AUSTRIAN ADDRESSEE MAY CAUSE THE IMPOSITION OF AUSTRIAN
STAMP DUTY. ACCORDINGLY, KEEP THE ORIGINAL DOCUMENT AS WELL AS ALL CERTIFIED
COPIES THEREOF AND WRITTEN AND SIGNED REFERENCES THERETO OUTSIDE OF AUSTRIA AND
AVOID PRINTING OUT ANY E-MAIL COMMUNICATION WHICH REFERS TO THIS DOCUMENT IN
AUSTRIA OR SENDING ANY E-MAIL COMMUNICATION CARRYING AN ELECTRONIC OR DIGITAL
SIGNATURE WHICH REFERS TO THIS DOCUMENT TO AN AUSTRIAN ADDRESSEE.

    


    


    


    THIS AMENDMENT is entered
into,

    


    BY
AND BETWEEN:

    


    
      	
            	
              1)

            	
              Austrian
      Gaming Industries GmbH (“AGI”), a company organised and existing under the
      laws of Austria, having its principal place of business at Wiener Strasse
      158, A-2352 Gumpoldskirchen,
Austria.

            


    

    


    AND

    


    
      	
            	
              2)

            	
              Octavian
      International Limited, a company organised and existing under the laws of
      England, having its principal place of business at 1-3 Bury Street,
      Guildford (“Octavian”), with registered number
  04185988.

            


    

    


    AGI and
OCTAVIAN are hereinafter referred to individually as “Party” and jointly as
“Parties”. This Amendment
is hereinafter referred to as “Amendment”.

    


    WHEREAS, the Parties have
executed an agreement on 30 October 2008 for the conversion of a sum of €
8,000,000 of outstanding trading debt owed by Octavian to AGI into a loan of €
8,000,000 (hereinafter “AGREEMENT”).

    


    NOW, THEREFORE, in
consideration of the foregoing the Parties mutually agree the
following:

    


    
      	
               
      

            	
              1.

            	
              The
      principal amount which is repayable by OCTAVIAN to AGI in monthly
      instalments in the amount of € 166.667,67  (“Principal Amount”)
      in accordance with clause 4 and Schedule 2 of the AGREEMENT will be
      suspended for a period of 12 calendar months starting from 30.06.2009
      until 31.05.2010. Accordingly the term of the Agreement will be prolonged
      for 12 more calendar months to 60 months. For the avoidance of doubt the
      number of instalments shall remain
48.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      interest accrued and to accrue in accordance with clause 3 of the
      Agreement shall remain unaffected by the above provision and hence repaid
      normally as provided for in clause 3 of the AGREEMENT throughout the 12
      month calendar period starting from 30.06.2009 until 31.05.2010; such sums
      to be paid in accordance with clause 4.2 of the
  AGREEMENT.

            


    

    


    
      	
               
      

            	
              3.

            	
              Starting
      from 30.06.2010 all monthly instalments of the principal amount and all
      respective accrued interest shall be paid in accordance with the
      AGREEMENT.

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      suspension of the repayment of the principal amount does not constitute
      any Event of Default as defined in Clause 6 of the AGREEMENT and AGI
      agrees to waive any rights it may otherwise have in respect of such
      suspension and, with regard to the payment due on 30.06.2009, such Event
      of Default under the AGREEMENT, Transfer Agreement signed on the same date
      as the AGREEMENT or otherwise. However, the
      non-payment of the interest accrued and to accrue within the suspension
      period does constitute an Event of Default if such non-payment is not
      rectified in accordance with clause 6.1.1 of the
  AGREEMENT.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
All other
provisions of the AGREEMENT remain unaffected and in full force.

    


    This
Agreement is executed by both Parties by their duly authorised officers, or by
their authorised representatives (as may be applicable) on this day [...] of
July 2009.

     

     

    
      
        	

                FOR
      AND ON BEHALF OF AGI:

                through
      a Power of Attorney

              	 	 	FOR AND ON BEHALF OF
      OCTAVIAN:	 
	 	 	 	 	 
	
                By:
      /s/Zane Mersich

              	 	 	By: /s/Harmen Brenninkmeijer 	 
	Name: Zane Mersich	 	 	
                Name:
      Harmen Brenninkmeijer 

              	 
	 	 	 	

                Date:
      4/08/2009

              	 
	Date/Place:  4/08/2009	 Bridgend,
      U.K.