Letter of Undertaking for Acquisition and Financing between Bentley Communications Corp. and Gaming Online Ltd.

Summary

Bentley Communications Corp. (BTLY) agrees to acquire 100% of Gaming Online Ltd. for $3 million, to be paid in 50 million new BTLY shares. The deal is subject to a minimum 12-month pooling agreement, due diligence, a definitive agreement, and regulatory approval. BTLY will also provide at least $250,000 in financing, issuing up to 1 million shares to the financing group. After due diligence and regulatory steps, both companies will appoint directors to the new board, and Ignatius M. Ferreira will become Chairman of the renamed Bentley International Corp.

EX-10.1 3 ex_10-1.txt EXHIBIT 10.1 Bentley Communications Corp. 1904 11th Street, Suite #1 Santa Monica, California 90404 VOX: 310 ###-###-#### - FAX: 310 ###-###-#### LETTER OF UNDERTAKING July 23, 2001 Gaminng Online Ltd. 532 Jorrisen Street Sunnyside, Pretoria 0002 Republic of South Africa Dear Mr. Ignatius Michael Ferreira PROPOSED ACQUISITION AND FINANCING OF GAMING ONLINE Bentley Communications Corp. (BTLY) hereby undertakes to make an offer for 100% of the issued share capital of Gaming Online Limited at a price of US $3 million. The Proposed transaction would be settled by the issue to Gaming Online Limited of 50,000,000 new shares of BTLY at a share price of $.06 per share. At present there are approximately 30 million shares in issue in BTLY, trading at $.08 per share. The BTLY shares issued to Gaming Online Limited in terms of the proposed transaction would be subject to a pooling agreement of limited duration between the parties, or as may be required by the regulatory authorities (minimum 12 months). The transaction would be accompanied by a financing draw down of a minimum of $250,000 commencing within 30 days of the date of completion of the acquisition transaction. This transaction would be settled by the issue to the financing group of up to 1,000,000 common 144 shares in BTLY. The stated objective of funding is to bring the second site coming online (Fountaincity.com) as outlined in the registered Prospectus of Gaming Online to the stage of full operation. The proposed transaction would be subject to a due diligence of Gaming Online Limited with regard to legal, financial (current audited financials) to June 30, 2001 (BTLY year end). All due diligence to be conducted by recognized USGAP, CPA firms, or consultants to be completed within a period of 45 days, before any shares or cash can change hands. The proposed transaction would further be subject to the signing of a definitive agreement between the parties upon completion of any and all due diligence and a "no action" letter from SEC attorney Don Davis regarding the proposed transaction. BTLY will call and hold a shareholders' meeting after the completion of the due diligence including the June 30the year end financials, and filing of its form 10K and then present for election of two directors from the organized board of Gaming Online Limited and two directors of BTLY, namely Gordon Lee the current CEO, and an additional party of his choice. Ignatius M. Ferreira will immediately assume the position of Chairman of the Board of the new "Bentley International Corp." Market Support of the company would be provided by the following market makers: 1. Alexander Sec. 2. Hill Thompson 3. Knight Sec. 4. Wien Investment 5. Herzog Sec Full information regarding BTLY can be accessed via the internet on the following address: URL's freedgar.com and bentleycommcorp.com. Sincerely yours, /s/ Gordon F. Lee - --------------------------- Gordon F. Lee Chief Executive Officer Please sign your acceptance of this letter of undertaking, following which the process of setting up a formal agreement; so due diligence will immediately be implemented. Accepted on behalf o the Board of Directors of Gaming Online Limited: /s/ Ignatius Michael Ferreira - ----------------------------- Ignatius Michael Ferreira CEO