Letter of Undertaking for Acquisition of www.sunrisecitycasino.com by Bentley Communications Corp. from Gaming Online Ltd.

Summary

Bentley Communications Corp. has agreed to acquire 100% of the website www.sunrisecitycasino.com and its operations from Gaming Online Ltd. The purchase will be settled by issuing 4,000,000 new Bentley shares to Gaming Online Ltd. at a value of $0.10 per share. The deal is subject to due diligence confirming the website is free of liens and can be transferred. Shares will be issued under applicable securities regulations. The transfer process will begin through escrow once the agreement is signed.

EX-10.1 3 bentley8k_ex10-1.txt EXHIBIT 10.1 LOGO BENTLEY COMMUNICATIONS CORP. 1904 11th Street, Suite #1 Santa Monica, California 90404 VOX: 310 ###-###-#### * FAX: 310 ###-###-#### LETTER OF UNDERTAKING --------------------- RE: PROPOSED ACQUISITION OF WWW.SUNRISECITYCASINO.COM October 10, 2001 Ignatius Michael Ferreira Gaming Online Ltd. 532 Jorrisen Street Sunnyside, Pretoria, 0002 Republic of South Africa Dear Mr. Ferreira: Bentley Communications Corp. (BTLY) herby undertakes to make an offer for 100% of the website: www.sunrisecitycasino.com, and all of its operational functions, from Gaming Online Ltd. The proposed transaction would be settled by the issue to Gaming Online Limited of 4,000,000 new shares in BTLY at a deemed value of $0.10/share. At present there are approximately 36 million shares in issue in BTLY, trading at $.14 per share. The BTLY shares issued to Gaming Online Limited in terms of the proposed transaction would be issued subject to Regulation S or Rule 144, as is required by the regulatory authorities. The proposed transaction is subject to a due diligence of www.sunrisecitycasino.com confirming that the site is free of liens and encumbrances and is fully transferable to Bentley Communications Corp. before the shares can be released. Full information regarding BTLY can be accessed via the Internet on the following address: URL's freeedgar.com and bentleyintl.com. Please sign your acceptance of this letter of undertaking, following which the process of conveying the website to Bentley, via escrow with Thomas Braun, Esq., can begin immediately. Sincerely yours, /s/ Gordon F. Lee Gordon F. Lee, Chief Executive Officer Accepted on behalf of the Board of Directors of Gaming Online Limited: /s/ Ignatius Michael Ferreira Ignatius Michael Ferreira, CEO