Single
Lender

    Software
Escrow Agreement


     

    
      
        	
                Date

              	 
      
	
                Borrower

              	
                Octavian
      International Limited

              
	
                Agreement
      Number

              	
                43758

              


      

    

     

    Notice:  The
parties to this Agreement are obliged to inform NCC Escrow of any changes to the
Package or in their circumstances (including change of name, registered office,
contact details or change of owner of the intellectual property in the
Package).

     

    
      0601865
901009.4Version: 01/08

      Agreement
Number: 43758

      LH/Octavian/07
10 08

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              ©
      NCC Group 2004 - 2008

            	
              Non-Standard
      Single Lender

            


    

     

    Escrow
Agreement Dated:

     

    Between:

     

    
      	
              (1)

            	
              OCTAVIAN
      INTERNATIONAL LIMITED whose registered office is at 51 Eastcheap, London,
      EC3M 1JP, UNITED KINGDOM (CRN: 04185988) ("Borrower");

            


    

     

    
      	
              (2)

            	
              AUSTRIAN
      GAMING INDUSTRIES GmbH whose registered office is at Wiener Strasse 158,
      2352 Gumpoldskirchen, AUSTRIA (CRN: [fn 109445 Z]) ("Lender");
      and

            


    

     

    
      	
              (3)

            	
              NCC
      ESCROW INTERNATIONAL LIMITED a company registered in England whose
      registered office is at Manchester Technology Centre, Oxford Road,
      Manchester M1 7EF, ENGLAND (CRN: 3081952) ("NCC
      Escrow").

            


    

     

    Background:

     

    
      	
              (A)

            	
              Pursuant
      to a loan agreement dated on or about 24 July 2009 between the Lender and
      the Borrower, (the “Loan Agreement”) the Lender
      has lent a sum of USD2,000,000 to the Borrower.  As security for
      the loan the Borrower has entered into an Intellectual Property Rights
      Transfer Agreement (the “Transfer Agreement”) with the
      Lender dated on or about 24 July 2009 that requires the Borrower to
      transfer all of its intellectual property rights in the Products and
      Software Materials to the Lender upon, amongst other things, an Event of
      Default having occurred.

            


    

     

    
      	
              (B)

            	
              Certain
      technical information and/or documentation relating to the software
      packages is the confidential information and intellectual property of the
      Borrower and in the circumstances provided for in this Agreement would be
      required by the Lender in order to give effect to the Lender’s rights
      under the Loan Agreement and the Transfer
  Agreement.

            


    

     

    
      	
              (C)

            	
              The
      Borrower acknowledges that in an Event of Default (as set out in the Loan
      Agreement) and in accordance with the terms of the Loan Agreement and the
      Transfer Agreement, the Lender would be entitled to take possession of and
      have a right to use such information and/or
  documentation.

            


    

     

    
      	
              (D)

            	
              The
      parties therefore agree that such information and/or documentation should
      be placed with a trusted third party, NCC Escrow; so that such information
      and/or documentation can be released to the Lender should the terms and
      the Condition set out in the Transfer Agreement be
    fulfilled.

            


    

     

    Agreement:

     

    In
consideration of the mutual undertakings and obligations contained in this
Agreement, the parties agree that:

     

    
      	
              1

            	
              Definitions
      and Interpretation

            


    

     

    
      	
               
      

            	
              1.1

            	
              In
      this Agreement the following terms shall have the following
      meanings:

            


    

     

    "Agreement" means the terms
and conditions of this escrow agreement set out below, including the schedules
hereto.

     

    "Confidential Information"
means all technical and/or commercial information not in the public domain and
which is designated in writing as confidential by any party together with all
other information of any party which may reasonably be regarded as confidential
information.

     

    "Event of Default" means an
event of default which shall occur if:

     

    
      
        	
              	
                ·

              	
                the Borrower
      fails to pay when due any sum payable under the Loan Agreement and such
      failure is not rectified within 30 days of the due date for such payment;
      or

              


      

    

     

    
      
        	
              	
                ·

              	
                steps are taken
      for the winding-up or dissolution of the Borrower, the Borrower becomes
      insolvent or is deemed unable to pay its debts within the meaning of
      Section 123 of the Insolvency Act 1986; steps are taken by any person to
      appoint an administrative or other receiver of the Borrower or any of its
      property or assets; or steps are taken towards an application for an
      administration order in relation to the Borrower;
  or

              


      

    

     

    
      
        	
              	
                ·

              	
                it becomes
      impossible or unlawful, in the reasonable opinion of the Lender, to fulfil
      any of the obligations contained in the Loan Agreement or for the Lender
      to exercise any of the rights vested in it under the Loan
      Agreement.

              


      

    

     

    "Executable Code" means
computer programs or data which can be interpreted and acted on by a hardware
platform or operating system without the need for any external
modification.

     

    "Full Verification" means the
tests and processes forming NCC Escrow’s Full Verification service and/or such
other tests and processes as may be agreed between the parties for the
verification of the Software Material.

     

    "Independent Expert" means a
suitably qualified and independent solicitor or barrister.

     

    "Integrity Testing" means
those tests and processes forming NCC Escrow’s Integrity Testing service, in so
far as they can be applied to the Software Material.

     

    
      
        
          	
                  0601865
      901009.4Version: 01/08

                	
                  0903171/001
      18126575.12

                
	
                  Agreement
      Number: 43758

                	 
      
	
                  LH/Octavian/07
      10 08

                	 
      


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              ©
      NCC Group 2004 - 2008

            	
              Non-Standard
      Single Lender

            


    

     

    "Intellectual Property Rights"
means all present and future local, foreign or international patents, trade
marks, service marks, trade names, design rights, database rights, copyrights
(including copyright in software), rights in inventions and topography rights
whether or not registered, including all applications and rights to apply for
registration in the Products.

     

    "Object Code" means the
computer programming and processing codes in processor readable
form.

     

    "Order Form" means the order
form setting out the details of the order placed with NCC Escrow for setting up
this Agreement.

     

    "Package" means the software
package of the Product together with any updates and upgrades thereto and new
versions thereof to be transferred to the Lender pursuant to the Loan Agreement
and the Transfer Agreement and referred to in schedule 1.

     

    "Product" means the Advanced
Gaming Engine version 3.70 and all modifications and updates thereto (including,
without limitation, version 4.0) and all software embedded in it.

     

    "Software Material" means the
Source and Object codes for, and any necessary software documentation to perform
the Intellectual Property Rights in, the Products.

     

    "Source Code" means computer
programs or data in human-readable form and on suitable media in a form that can
be translated or interpreted into equivalent Executable Code together with all
technical information and documentation necessary for the use, reproduction,
modification and enhancement of those programs or data.

     

    
      	
               
      

            	
              1.2

            	
              This
      Agreement shall be interpreted in accordance with the
      following:

            


    

     

    
      	
               
      

            	
              1.2.1

            	
              headings
      are for ease of reference only and shall not be taken into consideration
      in the interpretation of this
Agreement;

            


    

     

    
      	
               
      

            	
              1.2.2

            	
              all
      references to clauses and schedules are references to clauses and
      schedules of this Agreement; and

            


    

     

    
      	
               
      

            	
              1.2.3

            	
              all
      references to a party or parties are references to a party or parties to
      this Agreement.

            


    

     

    
      	
              2

            	
              Borrower's
      Duties and Warranties

            


    

     

    
      	
               
      

            	
              2.1

            	
              The
      Borrower shall:

            


    

     

    
      	
               
      

            	
              2.1.1

            	
              deliver
      a copy of the Software Material to NCC Escrow within 10 days of the date
      of this Agreement;

            


    

     

    
      	
               
      

            	
              2.1.2

            	
              deliver
      a further copy of the Software Material to NCC Escrow each time that there
      is a change to the Package;

            


    

     

    
      	
               
      

            	
              2.1.3

            	
              deliver
      to NCC Escrow a replacement copy of the Software Material within 30 days
      after the anniversary of the last delivery of the Software Material to
      ensure that the integrity of the Software Material media is
      maintained;

            


    

     

    
      	
               
      

            	
              2.1.4

            	
              deliver
      a replacement copy of the Software Material to NCC Escrow within 30 days
      of a notice given to it by NCC Escrow under the provisions of clause
      4.1.3;

            


    

     

    
      	
               
      

            	
              2.1.5

            	
              deliver
      with each deposit of the Software Material the following
      information:

            


    

     

    
      	
               
      

            	
              2.1.5.1

            	
              details
      of the deposit including the full name of the Package (i.e. the original
      name as set out under schedule 1 together with any new names given to the
      Package by the Borrower), version details, media type, backup
      command/software used, compression used, archive hardware and operating
      system details; and

            


    

     

    
      	
               
      

            	
              2.1.5.2

            	
              password/encryption
      details required to access the Software
  Material;

            


    

     

    
      
        
          	
                  0601865
      901009.4Version: 01/08

                	
                  0903171/001
      18126575.13

                
	
                  Agreement
      Number: 43758

                	 
      
	
                  LH/Octavian/07
      10 08

                	 
      


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              ©
      NCC Group 2004 - 2008

            	
              Non-Standard
      Single Lender

            


    

     

    
      	
               
      

            	
              2.1.6

            	
              deliver
      with each deposit of the Software Material the following technical
      information (where applicable):

            


    

     

    
      	
               
      

            	
              2.1.6.1

            	
              documentation
      describing the procedures for building, compiling and installing the
      software, including names and versions of the development
      tools;

            


    

     

    
      	
               
      

            	
              2.1.6.2

            	
              software
      design information (e.g. module names and functionality);
    and

            


    

     

    
      	
               
      

            	
              2.1.6.3

            	
              name
      and contact details of employees with knowledge of how to maintain and
      support the Software Material; and

            


    

     

    
      	
               
      

            	
              2.1.7

            	
              if
      required by the Lender, and to the extent that it has the full right and
      authority to do so, deposit a backup copy of the object code of any third
      party software package required to access, install, build or compile or
      otherwise use the Software
Material.

            


    

     

    
      	
               
      

            	
              2.2

            	
              The
      Borrower warrants to both NCC Escrow and the Lender at the time of each
      deposit of the Software Material with NCC Escrow
  that:

            


    

     

    
      	
               
      

            	
              2.2.1

            	
              other
      than any third party object code referred to in clause 2.1.7 it owns the
      Intellectual Property Rights in the Software
  Material;

            


    

     

    
      	
               
      

            	
              2.2.2

            	
              in
      entering into this Agreement and performing its obligations under it, it
      is not in breach of any of its ongoing express or implied obligations to
      any third party(s);

            


    

     

    
      	
               
      

            	
              2.2.3

            	
              the
      Software Material deposited under clause 2.1 contains all information in
      human-readable form (except for any third party object code deposited
      pursuant to clause 2.1.7) and is on suitable media to enable a reasonably
      skilled programmer or analyst to understand, maintain, modify and correct
      the Package; and

            


    

     

    
      	
               
      

            	
              2.2.4

            	
              in
      respect of any third party object code that the Borrower, at its option,
      or, at the request of the Lender, deposits with NCC Escrow in conjunction
      with the Software Material pursuant to clause 2.1.7, it has the full right
      and authority to do so.

            


    

     

    
      	
              3

            	
              Lender's
      Responsibilities and Undertakings

            


    

     

    
      	
               
      

            	
              3.1

            	
              In
      the event that the Software Material is released under clause 6, it shall
      be the responsibility of the Lender to obtain the necessary licences to
      utilise the object code of any third party material deposited by the
      Borrower pursuant to clause 2.1.7.

            


    

     

    
      	
               
      

            	
              3.2

            	
              The
      Lender undertakes that it shall at all times (including, if applicable,
      for a period of 12 months following the transfer of the Software Material
      to it)deal with the Software Material in accordance with its rights and
      obligations under the Loan Agreement and the Transfer
      Agreement.

            


    

     

    
      	
              4

            	
              NCC
      Escrow's Duties

            


    

     

    
      	
               
      

            	
              4.1

            	
              NCC
      Escrow shall:

            


    

     

    
      	
               
      

            	
              4.1.1

            	
              at
      all times during the term of this Agreement, retain the latest deposit of
      the Software Material in a safe and secure
  environment;

            


    

     

    
      	
               
      

            	
              4.1.2

            	
              inform
      the Borrower and the Lender of the receipt of any deposit of the Software
      Material by sending to both parties a copy of the Integrity Testing report
      or Full Verification report (as the case may be) generated from the
      testing processes carried out under clause 10;
  and

            


    

     

    
      	
               
      

            	
              4.1.3

            	
              notify
      the Borrower and the Lender if it becomes aware at any time during the
      term of this Agreement that the copy of the Software Material held by it
      has been lost, damaged or destroyed so that a replacement may be
      obtained.

            


    

     

    
      	
               
      

            	
              4.2

            	
              In
      the event of failure by the Borrower to deposit any Software Material with
      NCC Escrow, NCC Escrow shall not be responsible for procuring such deposit
      and may, at its sole discretion, notify the Lender of the Borrower’s
      failure to deposit any Software
Material.

            


    

     

    
      	
               
      

            	
              4.3

            	
              NCC
      Escrow may appoint agents, contractors or sub-contractors as it deems fit
      to carry out the Integrity Testing and the Full Verification processes
      however NCC Escrow shall remain responsible at all times for the
      performance of its obligations under this Agreement.  NCC Escrow
      shall ensure that any such agents, contractors and sub-contractors are
      bound by the same confidentiality obligations as are contained in clause
      8.

            


    

     

    
      	
               
      

            	
              4.4

            	
              NCC
      Escrow has the right to make such copies of the Software Material as may
      be necessary solely for the purposes of this Agreement provided that upon
      termination of this Agreement such copies shall either be destroyed or
      returned to the Borrower or the Lender (as
  applicable).

            


    

     

    
      
        
          	
                  0601865
      901009.4Version: 01/08

                	
                  0903171/001
      18126575.14

                
	
                  Agreement
      Number: 43758

                	 
      
	
                  LH/Octavian/07
      10 08

                	 
      


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              ©
      NCC Group 2004 - 2008

            	
              Non-Standard
      Single Lender

            


    

     

    
      	
              5

            	
              Payment

            


    

     

    
      	
               
      

            	
              5.1

            	
              The
      Borrower shall pay NCC Escrow’s standard fees and charges set out in
      Schedule 2, and as published from time to time or as otherwise
      agreed.  NCC Escrow’s fees as published are exclusive of value
      added tax.

            


    

     

    
      	
               
      

            	
              5.2

            	
              NCC
      Escrow shall be entitled to review and vary its standard fees and charges
      for its services under this Agreement from time to time but no more than
      once a year and only upon 45 days written notice to the
      parties.

            


    

     

    
      	
               
      

            	
              5.3

            	
              All
      invoices are payable within 30 days from the date of
      invoice.  NCC Escrow reserves the right to charge interest in
      respect of the late payment of any sum due under this Agreement (both
      before and after judgement) at the rate of 2% per annum over the
      prevailing base rate of HSBC Bank Plc accruing on a daily basis from the
      due date thereof until full
payment.

            


    

     

    
      	
              6

            	
              Release
      Events

            


    

     

    
      	
               
      

            	
              6.1

            	
              Subject
      to: (i) the remaining provisions of this clause 6 and (ii) the receipt by
      NCC Escrow of its release fee and any other fees and interest (if any)
      outstanding under this Agreement, NCC Escrow will release the Software
      Material to a duly authorised officer of the Lender
  if:

            


    

     

    
      	
               
      

            	
              6.1.1

            	
              an
      Event of Default has occurred (the "Condition");
      and

            


    

     

    
      	
               
      

            	
              6.1.2

            	
              the
      Lender has given notice in writing (in accordance with the terms of the
      Transfer Agreement) to the Borrower  ("Transfer Notice") that:
      (i) such Condition has been fulfilled; (ii) the Intellectual Property
      Rights in the Product and Software Material will be fully transferred to
      the Lender 5 working days after receipt of the Transfer Notice by the
      Borrower ("Transfer
      Date") and (iii) setting out the amount of the loan (plus all
      accrued but unpaid interest thereon) which is outstanding in accordance
      with the Loan Agreement at the Transfer
Date.

            


    

     

    
      	
               
      

            	
              6.2

            	
              The
      Lender must notify NCC Escrow of the Event of Default specified in clause
      6.1 by delivering to NCC Escrow a statutory or notarised declaration
      ("Declaration")
      made by an officer of the Lender declaring that such Event of Default has
      occurred, setting out the facts and circumstances of the Event of Default,
      that the Transfer Notice has
      been given to the Borrower and exhibiting such documentary evidence
      in support of the Declaration as NCC Escrow shall reasonably
      require.

            


    

     

    
      	
               
      

            	
              6.3

            	
              Upon
      receipt of a Declaration from the Lender claiming that a Release Event has
      occurred:

            


    

     

    
      	
               
      

            	
              6.3.1

            	
              NCC
      Escrow shall submit a copy of the Declaration to the Borrower by courier
      or other form of guaranteed delivery;
and

            


    

     

    
      	
               
      

            	
              6.3.2

            	
              unless
      within 14 days after the date of despatch of the Declaration by NCC
      Escrow,  NCC Escrow receives a counter-notice signed by a duly
      authorised officer of the Borrower stating that in their view no such
      Release Event has occurred as shown by documentation in support
      thereof,

            


    

     

    NCC
Escrow will release the Material to the Lender.

     

    
      	
               
      

            	
              6.4

            	
              Upon
      receipt of the counter-notice from the Borrower under clause 6.3.2, NCC
      Escrow shall send a copy of the counter-notice and any supporting evidence
      to the Lender by courier or other form of guaranteed
    delivery.

            


    

     

    
      	
               
      

            	
              6.5

            	
              Upon
      receipt by the Lender of the counter-notice from NCC Escrow or, in any
      event, within 30 days of despatch of the counter-notice by NCC Escrow, the
      Lender may give notice to NCC Escrow that they wish to invoke the dispute
      resolution procedure under clause
7.

            


    

     

    
      	
               
      

            	
              6.6

            	
              If,
      within 30 days of despatch of the counter-notice by NCC Escrow to the
      Lender, NCC Escrow has not been informed by the Lender that they wish the
      dispute resolution procedure under clause 7 to apply, the Declaration
      submitted by the Lender will be deemed to be no longer valid and the
      Lender shall be deemed to have waived their right to release of the
      Material for the particular reason or event specified in the original
      Declaration.

            


    

     

    
      
        
          	
                  0601865
      901009.4Version: 01/08

                	
                  0903171/001
      18126575.15

                
	
                  Agreement
      Number: 43758

                	 
      
	
                  LH/Octavian/07
      10 08

                	 
      


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              ©
      NCC Group 2004 - 2008

            	
              Non-Standard
      Single Lender

            


    

     

    
      	
              7

            	
              Disputes

            


    

     

    
      	
               
      

            	
              7.1

            	
              NCC
      Escrow shall notify the Borrower of the Lender’s request for dispute
      resolution.  Unless the Borrower or the Lender objects, NCC
      Escrow’s Chief Executive Officer for the time being will appoint an
      Independent Expert to resolve the dispute.  If the Borrower or
      the Lender objects to this appointment, they shall endeavour to appoint a
      mutually acceptable Independent Expert within 7 days of registering their
      objection.  If they fail to appoint an Independent Expert within
      this 7 day period, NCC Escrow shall request that the President of The Law
      Society appoints an Independent Expert to resolve the
      dispute.  Any appointment of an Independent Expert under this
      clause shall be binding upon the
parties.

            


    

     

    
      	
               
      

            	
              7.2

            	
              Within
      5 working days of the appointment of the Independent Expert, the Borrower
      and the Lender shall each provide full written submissions to the
      Independent Expert together with all relevant documentary evidence in
      their possession in support of their
claim.

            


    

     

    
      	
               
      

            	
              7.3

            	
              The
      Independent Expert shall be requested to give a decision on the matter
      within 14 days of the date of referral or as soon as practicable
      thereafter and to send a copy of that decision to the Borrower, the Lender
      and NCC Escrow. The Independent Expert's decision shall be final and
      binding on all parties and shall not be subject to appeal to a court in
      legal proceedings except in the case of manifest
  error.

            


    

     

    
      	
               
      

            	
              7.4

            	
              If
      the final decision of the Independent Expert is in favour of the Lender,
      NCC Escrow is hereby authorised to release and deliver the Software
      Material to the Lender within 5 working days of the decision being
      notified by the Independent Expert to the
  parties.

            


    

     

    
      	
               
      

            	
              7.5

            	
              The
      parties hereby agree that the costs and expenses of the Independent Expert
      shall be borne by the party against whom the decision of the Independent
      Expert is given.

            


    

     

    
      	
              8

            	
              Confidentiality

            


    

     

    
      	
               
      

            	
              8.1

            	
              The
      Software Material shall remain at all times the confidential and
      intellectual property of its owner.

            


    

     

    
      	
               
      

            	
              8.2

            	
              NCC
      Escrow agrees to keep all Confidential Information relating to the
      Software Material and/or the Package that comes into its possession or to
      its knowledge under this Agreement in strictest confidence and
      secrecy.  NCC Escrow further agrees not to make use of such
      information and/or documentation other than for the purposes of this
      Agreement and, unless the parties should agree otherwise in writing, will
      not disclose or release it other than in accordance with the terms of this
      Agreement.

            


    

     

    
      	
              9

            	
              Intellectual
      Property Rights

            


    

     

    
      	
               
      

            	
              9.1

            	
              The
      release of the Software Material to the Lender will not act as an
      assignment of any Intellectual Property Rights that the Borrower or any
      third party possesses in the Software
Material.

            


    

     

    
      	
               
      

            	
              9.2

            	
              The
      Intellectual Property Rights in the Integrity Testing report and any Full
      Verification report shall remain vested in NCC Escrow. The Borrower and
      the Lender shall each be granted a non-exclusive right and licence to use
      such report for the purposes of this Agreement and their own internal
      purposes only.

            


    

     

    
      	
              10

            	
              Integrity
      Testing and Full Verification

            


    

     

    
      	
               
      

            	
              10.1

            	
              NCC
      Escrow shall bear no obligation or responsibility to any party to this
      Agreement or person, firm, company or entity whatsoever to determine the
      existence, relevance, completeness, accuracy, operation, effectiveness,
      functionality or any other aspect of the Software Material received by NCC
      Escrow under this Agreement.

            


    

     

    
      	
               
      

            	
              10.2

            	
              As
      soon as practicable after the Material has been deposited with NCC Escrow,
      NCC Escrow shall apply its Integrity Testing processes to the
      Material.

            


    

     

    
      	
               
      

            	
              10.3

            	
              The
      Lender shall be entitled to require NCC Escrow to carry out a Full
      Verification.  NCC Escrow’s prevailing fees and charges for the
      Full Verification processes and all reasonable expenses incurred by NCC
      Escrow in carrying out the Full Verification processes shall be payable by
      the Lender.

            


    

     

    
      	
               
      

            	
              10.4

            	
              Should
      the Software Material deposited fail to satisfy NCC Escrow's Integrity
      Testing or Full Verification tests under clauses 10.2 or 10.3, the
      Borrower shall, within 14 days of the receipt of the notice of test
      failure from NCC Escrow, deposit such new, corrected or revised Software
      Material as shall be necessary to ensure its compliance with its
      warranties and obligations in clause 2. If the Borrower fails to make such
      deposit of the new, corrected or revised Software Material, NCC Escrow
      will issue a report to the Lender detailing the problem with the Software
      Material as revealed by the relevant
tests.

            


    

     

    
      
        
          	
                  0601865
      901009.4Version: 01/08

                	
                  0903171/001
      18126575.16

                
	
                  Agreement
      Number: 43758

                	 
      
	
                  LH/Octavian/07
      10 08

                	 
      


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              ©
      NCC Group 2004 - 2008

            	
              Non-Standard
      Single Lender

            


    

     

    
      	
              11

            	
              NCC
      Escrow's Liability

            


    

     

    
      	
               
      

            	
              11.1

            	
              Nothing
      in this clause 11 excludes or limits the liability of NCC Escrow for
      fraudulent misrepresentation or for death or personal injury caused by NCC
      Escrow's negligence.  Save as aforesaid the following provisions
      set out the entire financial liability of NCC Escrow (including any
      liability for the acts or omissions of its employees, agents and
      sub-contractors) to the other
parties:

            


    

     

    
      	
               
      

            	
              11.1.1

            	
              NCC
      Escrow shall not be liable for any loss or damage caused to either the
      Borrower or the Lender either jointly or severally except to the extent
      that such loss or damage is caused by the negligent acts or omissions of
      or a breach of any contractual duty by NCC Escrow, its employees, agents
      or sub-contractors and in such event NCC Escrow's total liability in
      respect of all claims arising under or by virtue of this Agreement or in
      connection with the performance or contemplated performance of this
      Agreement, shall not exceed the sum of £1,500,000 (one million five
      hundred thousand UK pounds); and

            


    

     

    
      	
               
      

            	
              11.1.2

            	
              NCC
      Escrow shall not be liable to the Borrower or the Lender for any indirect
      or consequential loss or damage whether for loss of profit, loss of
      business, depletion of goodwill or otherwise whatsoever or howsoever
      caused which arise out of or in connection with this Agreement even if
      such loss was reasonably foreseeable or NCC Escrow had been advised of the
      possibility of incurring the same by the Borrower, the Lender or any third
      party.

            


    

     

    
      	
               
      

            	
              11.2

            	
              NCC
      Escrow shall not be liable in any way to the Borrower or the Lender for
      acting in accordance with the terms of this Agreement and specifically
      (without limitation) for acting upon any notice, written request, waiver,
      consent, receipt, statutory declaration or any other document furnished to
      it pursuant to and in accordance with this
  Agreement.

            


    

     

    
      	
               
      

            	
              11.3

            	
              NCC
      Escrow shall not be required to make any investigation into and shall be
      entitled in good faith without incurring any liability to the Borrower or
      the Lender to assume (without requesting evidence thereof) the validity,
      authenticity, veracity and due and authorised execution of any documents,
      written requests, waivers, consents, receipts, statutory declarations or
      notices received by it in respect of this
  Agreement.

            


    

     

    
      	
              12

            	
              Indemnity

            


    

     

    
      	
               
      

            	
              12.1

            	
              Save
      for any claim falling within the provisions of clause 11.1.1, the Borrower
      and the Lender jointly and severally agree at all times to indemnify and
      hold harmless NCC Escrow in respect of all of its legal and all other
      costs, fees and expenses incurred directly or indirectly as a result of
      being brought into or otherwise becoming involved in any form of dispute
      resolution proceedings or any litigation of any kind between the Borrower
      and the Lender in relation to this Agreement to the extent that this
      Agreement does not otherwise provide for reimbursement of such
      costs.

            


    

     

    
      	
               
      

            	
              12.2

            	
              The
      Borrower shall assume all liability and shall at all times indemnify and
      hold harmless NCC Escrow and its officers, agents, sub-contractors and
      employees from and against any and all liability, loss, damages, costs,
      legal costs, professional and other expenses and any other liabilities of
      whatever nature, awarded against or agreed to be paid or otherwise
      suffered, incurred or sustained by NCC Escrow, whether direct, indirect or
      consequential as a result of or in connection with any claim by any third
      party(s) for alleged or actual infringement of Intellectual Property
      Rights arising out of or in connection with all and any acts or omissions
      of NCC Escrow in respect of the Software Material as contemplated under
      this Agreement.

            


    

     

    
      	
              13

            	
              Term
      and Termination

            


    

     

    
      	
               
      

            	
              13.1

            	
              This
      Agreement shall continue until terminated in accordance with this clause
      13.

            


    

     

    
      	
               
      

            	
              13.2

            	
              If
      the Borrower or the Lender, as the case may be, fails to pay an invoice
      addressed to it for services under this Agreement within 30 days of its
      issue, NCC Escrow reserves the right to give that party written notice to
      pay the outstanding invoice within 30 days.  If the Lender has
      not paid its invoice by the expiry of the 30 day notice period, this
      Agreement will automatically immediately terminate. If the Borrower has
      not paid its invoice by the expiry of the 30 day notice period, NCC Escrow
      will give the Lender a period of 30 days to pay the Borrower’s
      invoice.  If the Borrower’s invoice has not been paid by the
      expiry of the 30 day optional payment period given to the Lender, this
      Agreement will automatically immediately terminate.  Any amounts
      owed by the Borrower but paid by the Lender will be recoverable by the
      Lender direct from the Borrower as a debt and, if requested, NCC Escrow
      shall provide appropriate documentation to assist in such
      recovery.

            


    

     

    
      	
               
      

            	
              13.3

            	
              Upon
      termination under the provisions of clause 13.2, for 30 days from the date
      of termination NCC Escrow will make the Software Material available for
      collection by the Borrower or its agents from the premises of NCC Escrow
      during office hours.  After such 30 day period NCC Escrow will
      destroy the Software Material.

            


    

     

    
      
        
          	
                  0601865
      901009.4Version: 01/08

                	
                  0903171/001
      18126575.17

                
	
                  Agreement
      Number: 43758

                	 
      
	
                  LH/Octavian/07
      10 08

                	 
      


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              ©
      NCC Group 2004 - 2008

            	
              Non-Standard
      Single Lender

            


    

     

    
      	
               
      

            	
              13.4

            	
              Notwithstanding
      any other provision of this clause 13, NCC Escrow may terminate this
      Agreement by giving 60 days written notice to the Borrower and the
      Lender.  In that event, the Borrower and the Lender shall
      appoint a mutually acceptable new custodian on similar terms and
      conditions to those contained herein.  If a new custodian is not
      appointed within 30 days of delivery of such notice, the Borrower or the
      Lender shall be entitled to request the President for the time being of
      the British Computer Society (or successor body) to appoint a suitable new
      custodian upon such terms and conditions as he/she shall
      require.  Such appointment shall be final and binding on the
      Borrower and the Lender.  If NCC Escrow is notified of the new
      custodian within the notice period, NCC Escrow will forthwith deliver the
      Software Material to the new custodian.  If NCC Escrow is not
      notified of the new custodian within the notice period, NCC Escrow will
      return the Software Material to the
Borrower.

            


    

     

    
      	
               
      

            	
              13.5

            	
              The
      Lender may terminate this Agreement at any time by giving written notice
      to NCC Escrow.  Upon such termination, NCC Escrow will return
      the Software Material to the Borrower who shall not be obliged to appoint
      a new custodian for the Software
Material.

            


    

     

    
      	
               
      

            	
              13.6

            	
              If
      NCC Escrow discovers that an Event of Default has occurred and the Lender
      has failed to exercise its right to claim for release of the Software
      Material under clause 6.2, NCC Escrow shall have the right to terminate
      this Agreement upon 30 days written notice to the Borrower and the
      Lender.  The Lender shall have the option of applying for
      release in accordance with clause 6 during this notice period, but if it
      fails to do so, upon the expiry of this notice period, this Agreement
      shall automatically terminate and, unless otherwise instructed by the
      Borrower in writing, NCC Escrow shall destroy the
  Material.

            


    

     

    
      	
               
      

            	
              13.7

            	
              Subject
      to clause 13.8, the Borrower may only terminate this Agreement with the
      written consent of the Lender.

            


    

     

    
      	
               
      

            	
              13.8

            	
              This
      Agreement shall automatically immediately terminate upon release of the
      Software Material to the Lender in accordance with clause
    6.

            


    

     

    
      	
               
      

            	
              13.9

            	
              If
      this Agreement is superseded and replaced by a new agreement in respect of
      the Software Material, this Agreement shall, upon the coming into force of
      the new agreement, automatically terminate.  The relevant party
      or parties shall request NCC Escrow to either transfer the Software
      Material to the new agreement or ask the owner under the new agreement to
      deposit new material.  If new material is deposited, upon its
      receipt, NCC Escrow shall, unless otherwise instructed, destroy the
      Software Material.

            


    

     

    
      	
               
      

            	
              13.10

            	
              The
      provisions of clauses 1, 3.1, 3.2, 5, 8, 9, 10.1, 11, 12, 13.10 to 13.12
      (inclusive) and 14 shall continue in full force after termination of this
      Agreement.

            


    

     

    
      	
               
      

            	
              13.11

            	
              On
      and after termination of this Agreement, the Borrower and/or the Lender
      (as appropriate) shall remain liable to NCC Escrow for payment in full of
      any fees and interest which have become due but which have not been paid
      as at the date of termination.

            


    

     

    
      	
               
      

            	
              13.12

            	
              The
      termination of this Agreement, however arising, shall be without prejudice
      to the rights accrued to the parties prior to
  termination.

            


    

     

    
      	
              14

            	
              General

            


    

     

    
      	
               
      

            	
              14.1

            	
              A
      party shall notify the other parties to this Agreement, within 30 days of
      its occurrence, of any of the
following:

            


    

     

    
      	
               
      

            	
              14.1.1

            	
              a
      change of its name, registered office, contact address or other contact
      details; and

            


    

     

    
      	
               
      

            	
              14.1.2

            	
              any
      material change in its circumstances that may affect the validity or
      operation of this Agreement.

            


    

     

    
      	
               
      

            	
              14.2

            	
              The
      formation, existence, construction, performance, validity and all other
      aspects of this Agreement shall be governed by and construed in accordance
      with the laws of England and the parties submit to the exclusive
      jurisdiction of the English courts.

            


    

     

    
      	
               
      

            	
              14.3

            	
              This
      Agreement, together with the Order Form and any relevant NCC Escrow
      standard terms and conditions represent the whole agreement relating to
      the escrow arrangements between NCC Escrow and the other parties for the
      Package and shall supersede all prior agreements, discussions,
      arrangements, representations, negotiations and undertakings. In the event of
      any conflict between any of these documents, the terms of this Agreement
      shall prevail.

            


    

     

    
      
        
          	
                  0601865
      901009.4Version: 01/08

                	
                  0903171/001
      18126575.18

                
	
                  Agreement
      Number: 43758

                	 
      
	
                  LH/Octavian/07
      10 08

                	 
      


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              ©
      NCC Group 2004 - 2008

            	
              Non-Standard
      Single Lender

            


    

     

    
      	
               
      

            	
              14.4

            	
              Unless
      the provisions of this Agreement otherwise provide, any notice or other
      communication required or permitted to be given or made in writing
      hereunder shall be validly given or made if delivered by hand or courier
      or if despatched by first class recorded delivery (airmail if overseas)
      addressed to the address specified for the parties in this Agreement (or
      such other address as may be notified to the parties from time to time) or
      if sent by facsimile message to such facsimile number as has been notified
      to the parties from time to time and shall be deemed to have been
      received:

            


    

     

    
      	
            	
              (i) 

            	
              if
      delivered by hand or courier, at the time of
  delivery;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      sent by first class recorded delivery (airmail if overseas), 2 business
      days after posting (6 days if sent by
airmail);

            


    

     

    
      	
               
      

            	
              (iii)

            	
              if
      sent by facsimile, at the time of completion of the transmission of the
      facsimile with facsimile machine confirmation of transmission to the
      correct facsimile number of all pages of the
  notice.

            


    

     

    
      	
               
      

            	
              14.5

            	
              The
      Borrower and the Lender shall not assign, transfer or subcontract this
      Agreement or any rights or obligations hereunder without the prior written
      consent of the other parties which is not to be unreasonably withheld or
      delayed.

            


    

     

    
      	
               
      

            	
              14.6

            	
              NCC
      Escrow shall be entitled to transfer or assign this Agreement upon written
      notice to both the Borrower and the
Lender.

            


    

     

    
      	
               
      

            	
              14.7

            	
              This
      Agreement shall be binding upon and survive for the benefit of the
      successors in title and permitted assigns of the
  parties.

            


    

     

    
      	
               
      

            	
              14.8

            	
              If
      any provision of this Agreement is declared too broad in any respect to
      permit enforcement to its full extent, the parties agree that such
      provision shall be enforced to the maximum extent permitted by law and
      that such provision shall be deemed to be varied accordingly. If any
      provision of this Agreement is found by any court, tribunal or
      administrative body of competent jurisdiction to be wholly or partly
      illegal, invalid, void or unenforceable, it shall, to the extent of such
      illegality, invalidity or unenforceability, be deemed severable and the
      remaining part of the provision and the rest of the provisions of this
      Agreement shall continue in full force and
  effect.

            


    

     

    
      	
               
      

            	
              14.9

            	
              Save
      as expressly provided in this Agreement, no amendment or variation of this
      Agreement shall be effective unless in writing and signed by a duly
      authorised representative of each of the parties to
  it.

            


    

     

    
      	
               
      

            	
              14.10

            	
              The
      parties shall not be liable to each other or be deemed to be in breach of
      this Agreement by reason of any delay in performing, or failure to
      perform, any of their obligations under this Agreement if the delay or
      failure was for a reason beyond that party’s reasonable control
      (including, without limitation, fire, flood, explosion, epidemic, riot,
      civil commotion, any strike, lockout or other industrial action, act of
      God, war or warlike hostilities or threat of war, terrorist activities,
      accidental or malicious damage, or any prohibition or restriction by any
      governments or other legal authority which affects this Agreement and
      which is not in force on the date of this Agreement).  A party
      claiming to be unable to perform its obligations under this Agreement
      (either on time or at all) in any of the circumstances set out above must
      notify the other parties of the nature and extent of the circumstances in
      question as soon as practicable.  If such circumstances continue
      for more than six months, any of the other parties shall be entitled to
      terminate this Agreement by giving one month’s notice in
      writing.  Upon such termination NCC Escrow will return the
      Software Material to the Borrower.

            


    

     

    
      	
               
      

            	
              14.11

            	
              No
      waiver by any party of any breach of any provisions of this Agreement
      shall be deemed to be a waiver of any subsequent or other breach and,
      subject to clause 6.6, no failure to exercise or delay in exercising any
      right or remedy under this Agreement shall constitute a waiver
      thereof.

            


    

     

    
      	
               
      

            	
              14.12

            	
              This
      Agreement is not intended to create any right under the Contracts (Rights
      of Third Parties) Act 1999 which is enforceable by any person who is not a
      party to this Agreement and the rights of any third party under the said
      act are hereby expressly excluded.

            


    

     

    
      
        
          	
                  0601865
      901009.4Version: 01/08

                	
                  0903171/001
      18126575.19

                
	
                  Agreement
      Number: 43758

                	 
      
	
                  LH/Octavian/07
      10 08

                	 
      


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              ©
      NCC Group 2004 - 2008

            	
              Non-Standard
      Single Lender

            


    

     

    
      	
               
      

            	
              14.13

            	
              This
      Agreement may be executed in any number of counterparts and by different
      parties in separate counterparts.  Each counterpart when so
      executed shall be deemed to be an original and all of which together shall
      constitute one and the same
agreement.

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    Signed for and on behalf of OCTAVIAN INTERNATIONAL
      LIMITED

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    Name:

                                                  	 
      	
                                                    ¦

                                                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                    Position:

                                                  	 
      	
                                                    ¦

                                                  	 
      	
                                                    (Authorised
      Signatory)

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    Signed
      for and on behalf of AUSTRIAN GAMING INDUSTRIES GMBH

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    Name:

                                                  	 
      	
                                                    ¦

                                                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                    Position:

                                                  	 
      	
                                                    ¦

                                                  	 
      	
                                                    (Authorised
      Signatory)

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    Signed
      for and on behalf of NCC ESCROW INTERNATIONAL LIMITED

                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                    Name:

                                                  	 
      	
                                                    ¦

                                                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                    Position:

                                                  	 
      	
                                                    ¦

                                                  	 
      	
                                                    (Authorised
      Signatory)

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          	
                  0601865
      901009.4Version: 01/08

                	
                  0903171/001
      18126575.110

                
	
                  Agreement
      Number: 43758

                	 
      
	
                  LH/Octavian/07
      10 08

                	 
      


        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              ©
      NCC Group 2004 - 2008

            	
              Non-Standard
      Single Lender

            


    

     

    Schedule
1

     

    The
Package

     

    "Product" means the Advanced
Gaming Engine version 3.70 and all updates and modifications thereto (including,
without limitation, version 4.0) and all software embedded in the
Products.

     

    Schedule
2

     

    NCC
Escrow's Fees

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                 1

                                              	 
      	
                                                Annual
      Fee (payable on completion of this Agreement and in advance of each
      anniversary thereafter)

                                              	 
      	
                                                100

                                              	% 
      	 
      	
                                                Nil

                                              	 
      
	
                                                 2

                                              	 
      	
                                                Scheduled
      Update Fee (2nd
      and subsequent scheduled deposits in any one year, payable on completion
      of this Agreement and in advance of each anniversary
      thereafter)

                                              	 
      	
                                                100

                                              	% 
      	 
      	
                                                Nil

                                              	 
      
	
                                                 3

                                              	 
      	
                                                Unscheduled
      Update Fee (per unscheduled deposit)

                                              	 
      	
                                                100

                                              	% 
      	 
      	
                                                Nil

                                              	 
      
	
                                                 4

                                              	 
      	
                                                Release
      Fee (plus NCC Escrow's reasonable expenses)

                                              	 
      	
                                                Nil

                                              	 
      	 
      	
                                                100

                                              	% 
      


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Additional
fees will be payable to NCC Escrow by the Lender (unless otherwise agreed
between the parties) for the following where applicable:

     

    
      	
               
      

            	
              ·

            	
              Storage
      Fee for deposits in excess of 1 cubic
foot;

            


    

     

    
      	
               
      

            	
              ·

            	
              Any
      novation or replacement of this Agreement at the request of the Borrower
      or the Lender;

            


    

     

    
      	
               
      

            	
              ·

            	
              Integrity
      Testing Fee for deposits consisting of more than 5 media
      items.

            


    

     

    
      
        
          	
                  0601865
      901009.4Version: 01/08

                	
                  0903171/001
      18126575.111

                
	
                  Agreement Number: 43758

                	 
      
	
                  LH/Octavian/07
      10 08