EXHIBIT
10.2





Optimal
Group Inc.


2 Place
Alexis Nihon


3500 de
Maisonneuve Blvd. W.


Suite
800


Montreal,
QC H3Z 3C1





LETTER
AGREEMENT





Reference
is made to the Executive Employment Agreement between Optimal Group Inc. and the
undersigned, Holden Ostrin, dated March 5, 2004 (the “2004 Agreement”). All
terms used hereinafter as defined terms shall, unless otherwise herein defined,
have the meanings respectively ascribed thereto in the 2004
Agreement.





Whereas
the current economic climate has provoked a desire by the Corporation to
implement certain temporary measures intended to reduce costs and whereas the
Executive wishes to cooperate in that regard, as follows.





The
Executive hereby agrees that the portion of the current gross amount of Base
Salary (the “Current Amount”) that is payable in bi-weekly installments in
accordance with the payroll practice of the Corporation shall be reduced by 30%,
with effect from, and in respect of the pay period beginning, June 22, 2009,
until such time as the Executive shall notify the Corporation by simple notice
in writing that the said reduction shall be rescinded, from and after which time
the portion of the amount of Base Salary that is payable in bi-weekly
installments in accordance with the payroll practice of the Corporation shall
revert to the Current Amount (the period while such reduction is in effect being
the “Reduction Period”) and shall take effect on the payroll period immediately
following the date at which such notice is provided by the
Executive.





Notwithstanding
this Letter Agreement, for the purpose of the 2004 Agreement, the portion of the
Base Salary that is payable in bi-weekly installments in accordance with the
payroll practice of the Corporation, shall at all times, be and remain equal to
the Current Amount.





Notwithstanding
the generality of the foregoing, the parties agree that in the event of (i) a
Change of Control, (ii) the termination of the Executive’s employment by the
Corporation without Cause, or (iii) the termination of the Executive’s
employment by the Executive for Good Reason, at any time prior to the first
anniversary of the date hereof, the said 30% reduction shall be void ab initio, in which event the
Corporation shall pay to the Executive in one lump sum, upon the occurrence of
such Change of Control or within 10 days of the termination of his employment,
as the case may be (but without in any way limiting any of the Executive’s
rights under the 2004 Agreement or otherwise, upon termination of his
employment), without interest, the aggregate amount by which the Base Salary was
reduced during the Reduction Period, less any statutory deductions at
source.





The
parties agree that the 2004 Agreement, as amended hereby, remains in full force
and effect.





The
parties declare that they have required that this agreement and all documents
relating hereto, either present or future, be drawn in the English language;
Les parties déclarent par les
présentes qu’ils exigent que cette entente et tous les documents y afférents,
soient, pour le présent ou le future, rédigés dans la langue
anglaise.








DATED at
Montreal, as of the 2nd day of July 2009.








/s/ Holden
Ostrin


Holden L.
Ostrin








ACCEPTED
AND AGREED


as of the
2nd day of July 2009








Optimal
Group Inc.








Per:
            /s/ Neil WechslerNeil
      S. Wechsler