FRAMEWORK AGREEMENT

1

1.1

Octavian International Limited is a company limited by shares with corporate seat at Bury House and business address at 1-3 Bury Street, Guildford Surrey GU2 4AW, United Kingdom, registered in the Companies House under Company No. 04185988 ("Octavian Ltd"). A group chart describing the ownership and group structure of Octavian and its shareholders and affiliates (the "Octavian Group") as at the date hereof is attached hereto as Exhibit 1.1.

1.2

Ziria Enterprises Ltd. is a limited liability company with corporate seat in Cyprus and business address at, 319, 28^th October Street, Kanika Business Centre, 2^nd Floor, Limassol, Cyprus, ("Ziria"). Ziria is the sole shareholder of Octavian Ltd.

1.3

Mr Harmen Brenninkmeijer, born on 23 January 1965("HB"), is the ultimate legal and beneficial owner of Octavian Ltd and Ziria and thus of the companies of the Octavian Group.

1.4

It is now contemplated to restructure the Octavian Group, including without limitation by certain share transfers and corporate restructurings as well as a third party investor financing round (the "PIPE Financing"). In the course of these restructurings, inter alia, a new 100% group holding company will be established (hereinafter "Octavian NewCo"; Octavian Ltd and Octavian NewCo are collectively also referred to as "Octavian"). Octavian NewCo will hold 100 % of the shares in Octavian Ltd. Octavian Ltd will continue to hold all rights (including the IP Rights as defined in the Transfer Agreement) and obligations (including the debts owed to AGI) as it held immediately prior to completion of the restructuring. A group chart describing the target ownership and group structure of the Octavian Group following these restructurings is attached hereto as Exhibit 1.4.

1.5

Austrian Gaming Industries GmbH is a limited liability company (Gesellschaft mit beschränkter Haftung) with corporate seat in Gumpoldskirchen and business address at Wiener Strasse 158, 2352 Gumpoldskirchen, Austria, registered in the companies register of the Wiener Neustadt Regional Court under FN 109445 z ("AGI"; Octavian, Ziria and AGI are collectively also referred to as the "Parties" and each of the Parties individually as a "Party").

1.6

Upon the terms and subject to the conditions of this Framework Agreement (the "Agreement") and certain agreements to be entered into by and between the Parties in connection with this Agreement, AGI is contemplating a potential transaction with and investment in Octavian.

2

2.1

As a consequence of an assumption of debts (Schuldübernahme) of CATS Ltd. by Octavian, as of the date of this Agreement, Octavian owes AGI a total of EUR 18,756,205.78, resulting from deliveries of goods and services by AGI (the "Accounts Payable").

2.2

Subject to the terms and conditions of this Agreement, AGI is prepared to convert an amount of EUR 8,000,000 of the Accounts Payable into a loan by AGI to Octavian (the "Loan"). Attached hereto as Exhibit 2.2 is a draft loan agreement on the basis of which AGI is prepared to provide the Loan to Octavian (the "Loan Agreement"). Octavian and AGI undertake to enter into the Loan Agreement upon satisfaction of the Conditions set forth in Clause 3.1.1.

2.3

As security for Octavian's obligations under the Loan, including without limitation as to payment of interest and repayment of principal, Octavian shall conditionally transfer to AGI all of its present and future rights, title and interest in the Products and Materials (as defined in the Transfer Agreement) on the terms and conditions of an Intellectual Property Rights Transfer Agreement in form and substance corresponding to the draft attached hereto as Exhibit 2.3 (the "Transfer Agreement"). The documentation relating to the IP Rights (as defined in the Transfer Agreement) in the Products and the Materials shall be deposited with an Austrian notary public acting as escrow agent as further set forth in the Transfer Agreement. Octavian and AGI undertake to enter into the Transfer Agreement simultaneously with the Loan Agreement. Drawdown of the Loan (as set forth in the Loan Agreement) shall be conditional upon due execution of the Transfer Agreement and deposit of the Products and Materials with the escrow agent pursuant to the terms of the Transfer Agreement.

2.4

Subject to and upon satisfaction of the Conditions set forth in Clause 3.1.1, AGI is further prepared to convert an additional amount of EUR 4,000,000 of the Accounts Payable into an equity participation in Octavian Ltd against issuance of a total of not less than 652 fully paid up newly issued shares of Octavian Ltd to AGI (the "First Round New Shares"). The First Round New Shares shall correspond to a participation in the total nominal share capital of Octavian Ltd of not less than 35 % and shall carry the same pro rata rights, including without limitation voting and dividend rights as all other shares of Octavian Ltd.

2.5

Subject to satisfaction of the Conditions set forth in Clause 3.1.1, AGI is further prepared to invest in Octavian an amount of USD 5,000,000 in cash against issuance to AGI of a total of not less than 5,000,000 fully paid up newly issued convertible notes issued by the Octavian NewCo, the 100% Delaware incorporated holding company of Octavian (the "Second Round Investment"). The Second Round Investment shall correspond to a participation in the total issued convertible notes of Octavian NewCo of not less than USD 20,000,000, inclusive of AGI's USD 5,000,000 and shall carry the same pro rata rights as all other convertible notes of Octavian NewCo. AGI is prepared to subscribe for the convertible notes on terms and conditions substantially similar to the terms at which the third party investors provide the USD 15,000.000 equity financing. Subject to any restrictions set out in the constitutional documents of the holding company or otherwise in any applicable listing rules or other law or regulation, AGI shall be free to sell or otherwise transfer its stake in Octavian NewCo in its sole discretion via a stock exchange or off market at any time. Notwithstanding anything contained in this Agreement or the Ancillary Agreements, the conversion of funds pursuant to Clause 2.2 and/or Clause 2.4 and/or the payment by AGI pursuant to Clause 2.5 shall not become effective or due, as the case may be and shall be blocked for drawdown by Octavian until receipt by AGI of the documents set forth in Clause 3.1.1. The Loan Agreement and the Transfer Agreement are collectively also referred to as the "Ancillary Agreements".

2.6

Subject to satisfaction of the Conditions set forth in Clause 3.1.1, AGI is prepared to enter into a share for Share Exchange Agreement pursuant to which the First Round New Shares will be exchanged for such number of fully paid up newly issued shares of common stock issued by Octavian NewCo - the 100% Delaware incorporated holding company of Octavian Ltd. - as shall equal 29,4% ownership of Octavian NewCo after giving effect to the Share Exchange Agreeement, the Second Round Investment (including all outside investors participating in such round alongside AGI) and assuming the conversion of all such convertible notes into common stock of Octavian NewCo, but not including the possible exercise of any common stock purchase warrants issued as part of the Second Round Investment, provided that AGI is prepared to enter such agreement on the basis that all the shareholders in Octavian NewCo shall have the same pro rata rights and obligations under such agreement.

2.7

Upon receipt by Octavian of the not less than USD 15,000.000 equity financing from third party investors (see Clause 3.1.1), Octavian shall repay to AGI promptly and without delay part of the Accounts Payable in an amount equal to EUR 2,000,000. Octavian further undertakes to repay the remainder of the Accounts Payable promptly in 3 (three) equal instalments of EUR 1,585,401,93 on  31.10.2008, 30.11.2008 and 31.12.2008 respectively.

2.8

Each of Ziria and HB hereby guarantees (§ 880a second case ABGB) the prompt compliance with and fulfilment of Octavian's obligations under or in connection with this Agreement, provided always that this shall not be a guarantee of the satisfaction of the Conditions.

3

3.1

This Agreement and the obligations of the Parties hereunder are conditional upon satisfaction of all of the following (suspensive) conditions (the "Conditions"; aufschiebende Bedingungen) (to the extent not waived by AGI pursuant to Clause 3.2):

3.1.1

Receipt by AGI of (i) a written confirmation by Oppenheimer & Co. Inc. and (ii) other evidence satisfactory to AGI, including without limitation a copy of an escrow account statement, evidencing that an escrow agent acting on an irrevocable mandate for this transaction has irrevocably received, free and clear of all liens, charges, encumbrances and other third party rights of whatever kind or nature, an amount of not less than USD 15,000.000, due and payable to Octavian no later than on 30.09.2008 from third party investors independent from Octavian, its directors, shareholders and related parties; and

3.1.2

full (re)payment of all amounts due under that certain loan agreement by and between Octavian as borrower and eBet Limited as lender dated 20.06.2007 (the "eBet-Loan"); and submission of a written confirmation by eBet Limited that Octavian has duly fulfilled all of its obligations under the eBet-Loan; and

3.1.3

full and irrevocable discharge and release of the charge under that certain deed of charge by and between Octavian as chargor and eBet Limited as chargee dated 15.08.2007; and submission of a written confirmation by eBet Limited that it has no further rights or claims under or in connection with the charge or in relation to the charged property (as therein defined); and

3.1.4

execution of the Ancillary Agreements and deposit of the Products and Materials (as defined in the Transfer Agreement) with the escrow agent.

3.2

To the extent permitted by law, AGI may waive any of the Conditions set forth in Clause 3.1 at any time on or prior to the Long-Stop Date by a written instrument duly executed by AGI.

3.3

In the event that the Conditions have not been met or satisfied on or prior to 30.09.2008 (the "Long-Stop Date"), AGI and Octavian may terminate this Agreement by giving written notice to the other Party, unless the period(s) has/have been changed to (a) different date(s) by mutual consent. Neither AGI nor Octavian shall have a right to terminate this Agreement if they have prevented the occurrence of any of the Conditions.

4

5

5.1

Subject to Clause 5.2, each Party shall be responsible for and bear its own costs and expenses incurred in connection with the preparation, negotiation, conclusion and consummation of this Agreement and the Ancillary Agreements and the transactions contemplated thereby, including the costs and expenses of its advisors, in particular attorneys fees, auditors fees, as well as fees of financial advisors, if any.

5.2

All stamp duties (Rechtsgeschäftsgebühren) arising out of or in connection with the Agreement and/or the Ancillary Agreements, if any, shall be solely borne and paid by Octavian. Octavian shall indemnify and hold AGI and its advisers harmless from and against any stamp duties payable by AGI or any of its advisers.

6

6.1

This Agreement shall be governed by and construed in accordance with Austrian law, with the exception of (i) the UN Sales Convention and (ii) the conflict of law rules of Austrian private international law.

6.2

Any and all disputes arising out of or in connection with this Agreement, including, without limitation, a dispute as to the conclusion, validity or existence of this Agreement, shall be finally and exclusively resolved and settled under the Rules of Arbitration and Conciliation of the International Arbitral Centre of the Economic Chamber Austria in Vienna, Austria, as amended from time to time (the "Vienna Rules"), by three arbitrators appointed in accordance with these rules. The language of the arbitration shall be English. The seat of the arbitration shall be Munich. Any award and/or final decision of the arbitrators shall include a decision on costs, including, without limitation, fees of counsel. Each of the Parties agrees not to resist the enforcement of any arbitration award obtained in connection with this Agreement other than as expressly permitted by the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitration Awards.

6.3

Notwithstanding Clause 6.2, the Parties agree that, in addition to any and all other remedies that may be available under this Agreement, each Party shall be entitled to request injunctive relief or to initiate injunction proceedings at the (ordinary) courts of competent jurisdiction.

7

7.1

Each of the Parties shall from time to time execute such documents and perform such acts and things as any Party may reasonably require to give any Party the full benefit of this Agreement or the Ancillary Agreements.

7.2

This Agreement shall be drawn up in English and the English language shall therefore be the governing language. Any translations are for convenience only and shall thus not be authorative for the interpretation of this Agreement.

7.3

This Agreement is executed in 2 (two) counterparts, one for Octavian and one for AGI, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

7.4

This Agreement constitutes the entire agreement and understanding of the Parties relating to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, relating to the subject matter hereof. Any amendments and modifications shall be valid only if agreed upon in writing and signed by the Parties hereto; this formal requirement may only be waived in writing.

7.5

This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by Octavian or Ziria without the prior written consent of AGI or by AGI without the prior written consent of Octavian.

7.6

All Exhibits to this Agreement are an integral part of this Agreement. All Exhibits to this Agreement and all information disclosed therein is (are) true, accurate and complete and not misleading. All references in this Agreement to an Exhibit shall be deemed to be references to a clause of this Agreement unless the context otherwise requires.

7.7

Clause and subsection headings of this Agreement are for ease of reference only and do not affect the substance, meaning or interpretation of any provision hereof. Words denoting the singular include the plural and vice versa, words denoting any one gender include both genders. All references to legal provisions shall include references to any statutory modification or re-enactment thereof, whether before or after the Signing.

7.8

The Parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all Parties hereto, and no presumption or burden of proof shall arise favouring or disfavouring any Party by virtue of the authorship of any provision of this Agreement.

7.9

The failure of any Party to enforce or to exercise, at any time or for any period of time any term of or any right or remedy arising pursuant to or under this Agreement shall not constitute, and shall not be construed as, a waiver of such term or right or remedy and shall in no way affect that Party's right to enforce or exercise it later, provided that such right is not time barred, expired or precluded. Any waiver to this effect must be explicitly in writing.

7.10

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, such provision or part shall to that extent be deemed not to form a part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected. The illegal, invalid or unenforceable provision, in whole or in part, shall be replaced by such valid and enforceable provision which corresponds to the original intention and purpose of the illegal, invalid or unenforceable provision.

7.11

Any notice(s) required or permitted in connection with this Agreement or by law (each a "Notice") shall be given in writing by an authorized representative of the relevant Party and shall be delivered by hand, sent to the recipient by certified or registered mail or by international courier service (such as DHL, UPS or the like), or facsimile transmission (with the original to follow within 5 Business Days) to the address set forth below or an address to be provided by the relevant Party in writing and by certified or registered mail, postage prepaid, with reference to this Clause 7.11 to the other Party. Any Notice shall be effective upon receipt and shall be deemed to have been received:

§

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

§

at the time of transmission in legible form, if delivered by fax.

Exhibit 1.1

Current Group Structure Chart;

Exhibit 1.4

Target New Group Structure Chart;

Exhibit 2.2

Draft Loan Agreement;

Exhibit 2.3

Draft Transfer Agreement;

1

Definitions

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2

Loan and Drawdown

2

3

Interest

2

4

Repayments

2

5

Payments

3

6

Default

3

7

Security

3

8

Remedies and Waivers

4

9

Assignment

4

10

Place of Performance

4

11

Stamp Duties

4

12

Governing Law and Dispute Resolution

5

13

Notices

5

Execution page

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Schedule 1

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Schedule 2

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(1)

Austrian Gaming Industries GmbH of Wiener Strasse 158,

(2)

Octavian International Limited registered in England and Wales with number 04185988 of Bury House, 1-3 Bury Street, Guildford (Company).

1

Definitions 

1.1

In this Agreement, the following definitions shall apply:

2

Subject to clause 2.2, the Lender agrees to convert a sum of [● €8,000,000] of outstanding trading debt owed by the Company to the Lender into a loan of [● €8,000,000] ¹  made on the terms set out in this Agreement (the "Loan").

2.2

The Loan shall be conditional upon due execution of the Transfer Agreement and deposit of the Materials with the Escrow Agent as set forth under the Transfer Agreement. The conversion of the trading debt owed by the Company into the Loan shall be effective upon (i) receipt by the Lender of a drawdown notice by the Company in the form attached hereto as Schedule [●] and (ii) due execution of the Transfer Agreement and deposit of the Materials with the Escrow Agent, whichever is the later. Effective conversion of the trading debt shall be deemed to constitute disbursement (Zuzählung) of the Loan.

3

3.1

Interest shall accrue daily on the proportion of the Loan outstanding from time to time in accordance with clause 3.2, from the date of this Agreement until the Loan is repaid in full.

3.2

Interest shall be calculated annually at a rate of 3 months USD-Libor as [● quoted on page [●] of [●]] plus 4 per cent on the principal amount of the Loan (subject to a maximum cap on the interest rate of 8 per cent) and to be paid in accordance with clause 4.

4

4.1

The Loan shall be repayable by the Company in monthly instalments as set out in Schedule 2 or as agreed from time to time between the Company and the Lender and which shall be paid in accordance with clause 4.2.

4.2

Subject to clause 6 the Company will pay the instalments set out at clause 4.1 above together with all accrued but unpaid interest monthly in arrears commencing on the last Business Day of the month of this Agreement and on the last Business Day of each successive month thereafter until repayment in full has been made. Payment shall be made subject to clause 10 to an account notified in writing by the Lender to the Company.

4.3

The Company may, by giving the Lender prior written notice, prepay the Loan and any accrued but unpaid interest at any time in whole or in part.

5

6

6.1.1

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

6.1.2

steps are taken for the winding-up or dissolution of the Company, the Company 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 Company or any of its property or assets; or steps are taken towards an application for an administration order in relation to the Company; or

6.1.3

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

7

7.1

As security for the payment of the Loan pursuant to this Agreement, the Company undertakes simultaneously with execution of this Agreement and no later than upon submitting the drawdown notice pursuant to clause 2.2, to:

(a)

enter into the Transfer Agreement and comply with all obligations set out therein; and

(b)

enter into an agreement with an Austrian notary public acting as escrow agent appointed by the Lender for the deposit of materials relating to the Products in the form annexed to this Agreement.

7.2

The Company undertakes that it shall not, from the date of this Agreement until repayment of the Loan (and all interest accrued thereon) in full in accordance with the terms of this Agreement:

(a)

assign ownership of any of the IP Rights in the Products or Materials to any person other than the Lender;

(b)

grant any licence or sub-licence of any IP Rights in the Products or Materials to any person other than in the ordinary course of business or with the prior written consent of the Lender; or

(c)

create or permit to subsist any Encumbrance over the IP Rights in the Products or Materials other than pursuant to this Agreement and the Transfer Agreement or otherwise to the Lender.

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10

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12

13

§

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

§

at the time of transmission in legible form, if delivered by fax.

Signed by [                          ]

duly authorised for and on behalf of

)

)

)

)

 

 

 

 

Signed by [                          ]

duly authorised for and on behalf of

)

)

)

)

 

 

 

 

Octavian asserted to be the sole owner of 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 (hereinafter referred to as "IP Rights") in all products listed in Annex A (these products and any part thereof hereinafter referred to as the "Products");

2.

Octavian asserted to be the owner of all IP Rights in and to hold ownership title to all materials related to the Products (these materials and any part thereof hereinafter referred to as the "Materials") as far as necessary to perform those IP-Rights in the Products;

they have entered into a loan agreement dated [●] (hereinafter referred to as the "Loan Agreement");

when entering into the Loan Agreement, the Parties intended that all the IP Rights of Octavian in the Products and Materials are transferred to AGI under the Condition as set forth in Article 1 of this Intellectual Property Rights Transfer Agreement (the "Agreement");

the Parties now want to confirm this conditional full transfer of IP Rights in the Products and Materials in writing.

1.

Octavian repays to AGI the amount of the Loan and accrued but unpaid interest thereon along with any reasonable costs incurred by AGI in enforcing the terms of the Loan Agreement or this; or

2.

AGI receives from the exploitation of the IP Rights in the Products and Materials an amount that is equal to the total of the Loan plus accrued but unpaid interest thereon and any reasonable costs incurred by AGI in enforcing the terms of the Loan Agreement or this Agreement and any reasonable costs incurred by AGI in connection with such exploitation,

(i)

the Products have been created by Octavian‘s employees, and Octavian is the sole and unrestricted owner of the exclusive rights in the Products;

(ii)

Octavian is the sole and unrestricted owner of all the IP-Rights in the Products and Materials;

(iii)

no third party is entitled to any IP Rights with regard to the Products (other than in the ordinary course of Octavian's Business, being distributing and selling the Products and other gaming products to distributors to distribute said Products and other gaming products and end users to use said Products and other gaming products as end user, or as approved in writing by AGI), Octavian is not limited in its disposition regarding these rights by any grant of such rights of use in the ordinary course of Octavian´s Business to third parties;

(iv)

Octavian is authorized to transfer the IP Rights in the Products and Materials without any approval of any third party and without any limitation;

(v)

all persons that are considered as authors of the Products have explicitly waived their rights to be named as authors of the Products.

(i)

assign ownership of any of the IP Rights in the Products or Materials to any person other than AGI;

(ii)

grant any licence or sub-licence of any IP Rights in the Products or Materials to any person other than in the ordinary course of Octavian's Business or with the prior written consent of AGI; or

(iii)

create or permit to subsist any Encumbrance (as defined in the Loan Agreement) over the IP Rights in the Products or Materials other than pursuant to this Agreement and the Loan Agreement or otherwise to AGI.

§

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

§

at the time of transmission in legible form, if delivered by fax.

[● Name], born [● date]

[● Name], born [● date]

[● Name], born [● date]

[● Name], born [● date]