Exhibit
      10.1

    Agreement

    


    This
      Agreement made this is made on the 9th
      day of
      May 2007, by and between Rounders,
      Ltd,
      and
The
      Game International, Ltd,
      both
      Turks and Caicos company, jointly operating The Players Club, located at the
      Queen Angel Resort (hereinafter collectively referred to as “The Players Club”
or “TPC”), and Carib
      Gaming, Ltd,
      a Turks
      and Caicos company (hereinafter referred to as “Carib”). TPC and Carib are
      referred to herein sometimes collectively as the “Parties,”
      and
      individually as the “Party.”

    


    And:
      Syzygy Entertainment Ltd. a Nevada company (hereinafter referred to as
“Syzygy”)

    


    1. WHEREAS:

    Carib
      provides certain management consulting services to TPC (“the Services”) and has
      advanced certain funding for the purchase of gaming machines located at the
      Players Club and operational expenses (“the Advances”) and had the right to
      share in the profits of the Players Club(“the Profit Share”); 

    


    TPC
      wishes to repay the Advances, to terminate the Services and to terminate the
      Profit Share in accordance with the terms of this Agreement; and

    


    Carib
      has
      agreed to the terms of repayment of the Advances and to the termination of
      the
      Services and the Profit Share in accordance with the terms hereof; 

    


    NOW
      THEREFORE,
      for
      good and valuable consideration the receipt and sufficiency of which are hereby
      acknowledged by the Parties to this Agreement, the Parties to this Agreement
      hereby agree as follows:

    


    1.1
      Carib
      will release TPC in accordance with the Mutual Release attached hereto as
      Schedule A from its obligations to it including but not limited to those set
      forth in the Memorandum of Understanding dated September 13, 2006 for and in
      consideration of the following:

    


    a)
      Repayment of Advances and Payment for Services

    


    On
      Closing, TPC shall repay the amount of the Advances as set forth in Schedule
      B
      on the Closing together with consulting fees at $40,000 per month from December
      9, 2006 to April 9, 2007. Any services provided by Carib after April 9, 2007
      has
      been satisfied by Rounders release of any claim or right to the “Dice Game” that
      has been removed from The Players Club property and the cost was originally
      split 50/50 between the Parties until its sale or other disposal. This release
      of claim also covers the US$5,000 cost incurred by Carib on account of bringing
      Roderick Leviton to the Turks and Caicos Islands.

    


    Closing
      shall occur not later than May 14, 2007.

    


    b) Equity

    


    On
      Closing, TPC will cause Syzygy and Syzygy hereby covenants and agrees to comply
      with such a request from TPC to issue to Carib or its assignees, 400,000 shares
      of Syzygy common stock (“Shares”) which shall be subject to a Rule 144
      restrictive legend. Rounders hereby agrees to use its best efforts to secure
      an
      opinion of counsel for the Shares upon satisfaction of the requirements under
      Rule 144. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    c)
      Licensing

    


    On
      Closing, TPC will assist Carib in obtaining a letter from the Minister of
      Finance confirming that Carib continues to hold a slot parlor license and that
      the license is in good standing. 

    


    d)
      Funds not Deposited, Checkbook Registry Reconciliation and Cage
      Funds

     

    On
      closing TPC shall pay to Carib the sum of $691,313.97 less the TPC Float of
      $70,000 and Carib shall deliver its check book to its attorney Brian Trowbridge
      (who has signing authority). Fifteen business days after Closing, Carib shall
      advise TPC of the actual balance due to TPC after all checks have cleared and
      shall instruct Trowbridge to write a check to TPC for the then balance of the
      account. 

    


    1.2
      On
      Closing and against receipt of the repayment of the advances, the delivery
      of
      the Shares and the letter from the Minister of Finance, and receipt of the
      Mutual Release executed by TPC, Carib shall deliver to Syzygy a Bill of Sale
      transferring the assets listed in Schedule B to Syzygy and the Mutual Release
      executed by Carib. Until receipt of all of the documents required to be
      delivered by TPC and Syzygy and in particular the letter concerning the Carib
      slot parlor license, Carib shall not be required to deliver the Mutual Release
      or the Bill of Sale.

    


    2.
      TPC Management

    


    Parties
      agree that Rounders shall have full responsibility for the management of The
      Players Club upon Closing.

    


    3.
      Carib Expertise and Advisory Role

    


    TPC
      and
      Carib agree that Carib will continue to work closely with TPC to ensure its
      growth and profitability in the future.

    


    4.
      Carib’s Slot Parlor License

    


    TPC
      and
      Carib agree that the slot parlor license used at TPC will be owned by TPC.
      Carib
      will retain its slot parlor license. Carib will not use its slot parlor license
      in Providenciales for 12 months starting December 9 2006 and ending December
      8
      2007. Carib will be free to use its slot parlor license in Grand Turk at any
      time. 

    


    5.Non-Competition
      Clause

    


    In
      consideration of the payments and agreements contained in Par. 1 and Par. 4
      hereof, the Parties agree there are no other non-competition
      agreements.

     

    6. Notices

    


    Notices
      to be sent pursuant to the terms and conditions of this Agreement, shall be
      delivered by hand as follows:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                As
                  to Carib:

              	
                Carib
                  Gaming

              
	
              	
                c/o
                  Swann Trowbridge McKnight

              
	
              	
                Tropicana
                  Plaza

              
	
              	
                Providenciales,
                  Turks and Caicos

              
	
              	
                Attention:
                  Brian Trowbridge

              
	 	 
	
                As
                  to TPC:

              	
                Rounders,
                  LTD

              
	 	
                The
                  Game International, LTD

              
	 	
                The
                  Players Club, Queen Angel Resort

              
	 	
                Providenciales,
                  Turks and Caicos Islands, BWI

              
	
              	
                Attention:
                  

              


      

    

    
7. Trade
      Secrets - Confidentiality

    


    TPC
      and
      Carib mutually acknowledge and agree that any confidential information is
      proprietary to and a valuable trade secret of Carib or TPC as applicable and
      that any disclosure or unauthorized use thereof will cause irreparable harm
      and
      loss to Carib or TPC. The parties hereto agree that all such information
      conveyed to TPC regarding the operations and services of Carib or to Carib
      regarding the operations, services and products of TPC constitutes a trade
      secret.

    


    TPC
      and
      the Carib agree at all times during the term this Agreement and after the
      termination of this Agreement to hold in strictest confidence, and not to use,
      except for the benefit of the other party, or to disclose, transfer or reveal,
      directly or indirectly to any person or entity any Confidential information
      without the prior written authorization of the other party. For purposes of
      this
      Agreement, “Confidential Information” shall
      mean any and all information that is not generally known and that is proprietary
      to both parties and any of their clients or licensors. Confidential Information
      includes, without limitation, names of investors, buyers, sellers, borrowers,
      TPC client lists, financial information, and trade secrets about TPC and its
      products and information or other proprietary information relating to designs,
      formulas, developmental or experimental work, know how, products processes,
      computer programs, source codes, databases, designs, schematics, or other
      original works of authorship.

    


    8. Attorneys'
      Fees - Arbitration

    


    In
      the
      event any litigation or controversy, including arbitration, arises out of or
      in
      connection with this Agreement between the parties hereto, the prevailing party
      in such litigation, arbitration or controversy, shall be entitled to recover
      from the other party or parties, all reasonable attorneys' fees, expenses and
      suit costs, including those associated within the appellate or post judgment
      collection proceedings.

    


    Any
      dispute or disagreement arising out of this Agreement shall be fully and finally
      resolved through binding arbitration in accordance with the rules of the
      American Arbitration Association governing commercial disputes. The costs of
      the
      Arbitration including without limitation, the fees of the arbitrator (but
      excluding each party's attorney's fees) shall be initially shared equally by
      the
      parties but may be awarded by the arbitrator as additional damages in favor
      of
      the prevailing party. The decision of the arbitrator shall be binding and
      nonappealable.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    9. Governing
      Law

    


    This
      Agreement shall be construed under and in accordance with the laws of the Turks
      and Caicos Islands, and all obligations of the parties created under it are
      performed in Providenciales, Turks and Caicos, BWI. 

    


    10. Parties
      Bound

    


    This
      Agreement shall be binding on and inure to the benefit of the contracting
      parties and their respective heirs, executors, administrations, legal
      representatives, successors, and assigns when permitted by this
      Agreement.

    


    11. Legal
      Construction

    


    In
      case
      any one or more of the provisions contained in this Agreement shall for any
      reason be held to be invalid, illegal, or unenforceable in any respect, the
      invalidity, illegality, or unenforceability shall not affect any other
      provision, and this Agreement shall be construed as if the invalid, illegal,
      or
      unenforceable provision had never been contained in it.

    


    12. Prior
      Agreements Superseded

    


    This
      Agreement constitutes the sole and only Agreement of the contracting parties
      and
      supersedes any prior understandings or written or oral agreements between the
      respective parties. Further, this Agreement may only be modified or changed
      by
      written agreement signed by all parties hereto.

    


    13. Multiple
      Copies or Counterparts of Agreement

    


    The
      original and one or more copies of this Agreement may be executed by one or
      more
      of the parties hereto. In such event, all of such executed copies shall have
      the
      same force and effect as the executed original, and all of such counterparts
      taken together shall have the effect of a fully executed original.

    


    Further,
      this Agreement may be signed by the parties and copies hereof delivered to
      each
      party by way of facsimile transmission, and such facsimile copies shall be
      deemed original copies for all purposes if original copies of the parties'
      signatures are not delivered.

    


    14. Headings

    


    Headings
      used throughout this Agreement are for reference and convenience, and in no
      way
      define, limit or describe the scope or intent of this Agreement or effect its
      provisions.

    


    15. Miscellaneous

    


    Other
      miscellaneous provisions:

    


    (a)
        Subsequent
      Events.
      Carib
      and the TPC each agree to notify the other party if, subsequent to the date
      of
      this Agreement, either party incurs obligations which could compromise its
      efforts and obligations under this Agreement.

    


    (b)
        Amendment.
      This
      Agreement may be amended or modified at any time and in any manner only by
      an
      instrument in writing executed by the parties hereto.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
(c)  Further
      Actions and Assurances.
      At any
      time and from time to time, each party agrees, at its or their expense, to
      take
      actions and to execute and deliver documents as may be reasonably necessary
      to
      effectuate the purposes of this Agreement.

    


    (d)
        Waiver.
      Any
      failure of any party to this Agreement to comply with any of its obligations,
      agreements, or conditions hereunder may be waived in writing by the party to
      whom such compliance is owed. The failure of any party to this Agreement to
      enforce at any time any of the provisions of this Agreement shall in no way
      be
      construed to be a waiver of any such provision or a waiver of the right of
      such
      party thereafter to enforce each and every such provision. No waiver of any
      breach of or non-compliance with this Agreement shall be held to be a waiver
      of
      any other or subsequent breach or non-compliance.

    


    (e)  Assignment.
      Neither
      this Agreement nor any right created by it shall be assignable by either party
      without the prior written consent of the other.

    


    (f)  Binding
      Effect.
      This
      Agreement shall be binding upon the parties hereto and inure to the benefit
      of
      the parties, their respective heirs, administrators, executors, successors,
      and
      assigns.

    


    (g) Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties hereto and
      supersedes any and all prior agreements, arrangements, or understandings between
      the parties relating to the subject matter of this Agreement. No oral
      understandings, statements, promises, or inducements contrary to the terms
      of
      this Agreement exist. No representations, warranties, covenants, or conditions,
      express or implied, other than as set forth herein, have been made by any
      party.

    


    (h) Severability.
      If any
      part of this Agreement is deemed to be unenforceable the balance of the
      Agreement shall remain in full force and effect.

    


    (i) Counterparts.
      A
      facsimile, telecopy, or other reproduction of this Agreement may be executed
      simultaneously in two or more counterparts, each of which shall be deemed an
      original, but all of which together shall constitute one and the same
      instrument, by one or more parties hereto and such executed copy may be
      delivered by facsimile of similar instantaneous electronic transmission device
      pursuant to which the signature of or on behalf of such party can be seen.
      In
      this event, such execution and delivery shall be considered valid, binding
      and
      effective for all purposes. At the request of any party hereto, all parties
      agree to execute an original of this Agreement as well as any facsimile,
      telecopy or other reproduction hereof.

    


    (j) Time
      is of the Essence.
      Time is
      of the essence of this Agreement and of each and every provision hereof.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
IN
      WITNESS WHEREOF, the parties have set their hands and seal as of the date
      written above.

    


    Rounders,
      LTD

    


    By:
      /s/
      Sean Sullivan

    Name:
      Sean Sullivan, Director      

    Date:
      5/9/07

    


    The
      Game International, LTD

    


    By:
      /s/
      Sean Sullivan

    Name:
      Sean Sullivan, Director      

    Date:
      5/9/07

    


    Carib
      Gaming, LTD

    


    By:
      /s/
      Brian Trowbridge

    Name:
      Brian Trowbridge      

    Date:
      5/9/07

    


    Syzygy
      Entertainment, LTD

    


    By:
      /s/
      Michael D. Pruitt

    Name:
      Michael D. Pruitt, CEO      

    Date:
      5/9/07