Material Contracts

Save as described in paragraph 13 below, the following are the only contracts (not being contracts entered into in the ordinary course of business) which have been entered into by members of the Group in the two years immediately preceding the date of this document or which are expected to be entered into prior to Admission and which are, or may be, material or which have been entered into at any time by any member of the Group and which contain any provision under which any member of the Group has any obligation or entitlement which is, or may be, material to the Group as at the date of this document:

12.1 the Placing Agreement and related arrangements, details of which are set out in paragraph 9 above; and

12.2 the Nominated Adviser and Broker Agreement pursuant to which Collins Stewart has agreed to act as the Company’s nominated adviser and broker as required by the AIM Rules. The agreement is terminable by the Company or by Collins Stewart on 30 days’ notice expiring on or after the first anniversary of Admission. The agreement provides for the Company to pay Collins Stewart a fee of £35,000 (plus VAT) in respect of the first 12 months of the agreement. Under the agreement, the Company has provided certain indemnities to Collins Stewart.

12.3 on 20 December 2007, the Company and Computershare entered into a depositary agreement pursuant to which Computershare agree to provide depositary services to the Company. Pursuant to the provision of these services Computershare agree to execute a deed poll, details of which are set out below.

The Depositary Interests will be created pursuant to and issued on the terms of a deed poll to be executed by Computershare in favour of the holders of the Depositary Interests from time to time (the “Deed Poll”). Prospective holders of Depositary Interests should note that they will have no rights in respect of the underlying Ordinary Shares or the Depositary Interests representing them against Euroclear UK and Ireland Limited, or its subsidiaries.

Ordinary Shares will be transferred to an account of Computershare or its nominated custodian (a “Custodian”) and Computershare will issue Depositary Interests to participating members.

Each Depositary Interest will be treated as one Ordinary Share for the purposes of determining, for example, eligibility for any dividends, and Computershare will pass on to the holders of Depositary Interests any stock or cash benefits received by it as holder of Ordinary Shares on trust for such Depositary Interest holder. Depositary Interest holders will also be able to receive notices of meetings of holders of Ordinary Shares and other notices issued by the Company to its Shareholders.

The Depositary Interests will have the same security code (ISIN) as the underlying Ordinary Shares and will not be required to be admitted separately to trading on the London Stock Exchange.

In summary, the Deed Poll contains the following provisions:

12.3.1The Depositary will hold (itself or through the Custodian), as bare trustee, the underlying securities issued by the Company and all and any rights and other securities, property and cash attributable to the underlying securities pertaining to the Depositary Interests for the benefit of the holders of the relevant Depositary Interests.

12.3.2 Holders of Depositary Interests warrant, inter alia, that the securities in the Company transferred or issued to the Custodian on behalf of the Depositary are free and clear of all liens, charges, encumbrances or third party interests and that such transfers or issues are not in contravention of the Company’s articles of association or any contractual obligation binding the Company.

12.3.3 The Depositary and any Custodian shall pass on to the Depositary Interest holders all rights and entitlements received or to which they are entitled in respect of the underlying securities which are capable of being passed on. Rights and entitlements to cash distributions, to information, to make choices and elections and to attend and vote at meetings shall, subject to the Deed Poll, be passed on in the form in which they are received together with amendments and additional documentation necessary to effect such passing-on in accordance with the Deed Poll.

12.3.4 The Depositary will be entitled to cancel Depositary Interests and withdraw the underlying securities in certain circumstances.

12.3.5 The Deed Poll contains provisions excluding and limiting the Depositary’s liability. For example, the Depositary shall not be liable to any Depositary Interest holder or any other person for liabilities in connection with the performance or non-performance of obligations under the Deed Poll or otherwise except as may result from its negligence or wilful default or fraud of the Depository, provided that the Depositary shall not be liable for the negligence, wilful default or fraud of any Custodian or agent which is not a member of its group unless it has failed to exercise reasonable care in the appointment and continued use and supervision of such Custodian or agent. Furthermore, the Depositary’s liability to a holder of Depositary Interests will be limited to the lesser of:

12.3.5.1 the value of the shares and other deposited property properly attributable to the Depositary Interests to which the liability relates; and

12.3.5.2 that proportion of £5 million which corresponds to the proportion which the amount the Depositary would otherwise be liable to pay to the Depositary Interest holder bears to the aggregate of the amounts the Depositary would otherwise be liable to pay all such holders in respect of the same act, omission or event or, if there are no such amounts, £5 million.

12.3.6 The Depositary is entitled to charge holders fees and expenses for the provision of its services under the Deed Poll.

12.3.7 Each holder of Depositary Interests is liable to indemnify the Depositary and any Custodian (and their agents, officers and employees), and hold each of them harmless from and against all liabilities arising from or incurred in connection with, or arising from any act related to, the Deed Poll so far as they relate to the property held for the account of

negligence or fraud of (i) the Depositary, or (ii) the Custodian or any agent if such Custodian or agent is a member of the Depositary’s group or if, not being a member of the same group, the Depositary shall have failed to exercise reasonable care in the appointment and continued use and supervision of such Custodian or agent.

12.3.8 The Depositary may terminate the Deed Poll by giving 90 days’ notice. During such notice period, Depositary Interest holders may cancel their Depositary Interests and withdraw their deposited property and, if any Depositary Interests remain outstanding after termination, the Depositary shall, as soon as reasonably practicable, and amongst other things, (i) deliver the deposited property in respect of the Depositary Interests to the relevant Depositary Interest holder or, at the Depositary’s discretion, (ii) sell all or part of such deposited property. It shall, as soon as reasonably practicable, deliver the net proceeds of any such sale, after deducting any sums due to the Depositary, together with any other cash held by it under the Deed Poll pro rata to the Depositary Interest holders in respect of their Depositary Interests.

12.3.9 The Depositary or the Custodian may require from any holder information as to the capacity in which Depositary Interests are owned or held by such holders and the identity of any other person with any interest in such Depositary Interests and holders are bound to provide such information requested. Furthermore, to the extent that, inter alia, the Company’s articles of association require the Depositary’s disclosure to the Company of, or limitations in relation to, beneficial or other ownership of, or interests of any kind whatsoever in the Company’s securities, the Depositary Interest holders are to comply with such provisions and with the Company’s instructions with respect thereto.

It should also be noted that holders of the Depositary Interests may not have the opportunity to exercise all of the rights and entitlements available to holders of Ordinary Shares including, for example, the ability to vote on a show of hands. In relation to voting, it will be important for holders of the Depositary Interests to give prompt instructions to the Depositary or its nominated Custodian, in accordance with any voting arrangements made available to them, to vote the underlying Ordinary Shares on their behalf or, to the extent possible, to take advantage of any arrangements enabling holders of the Depositary Interests to vote such Ordinary Shares as a proxy of the Depositary or its nominated Custodian.

12.4 On 12 December 2007, the shareholders of ESL (the “Vendors”), ESL and the Company entered into a share exchange agreement pursuant to which, inter alia, the Vendors agreed to sell and the Company agreed to purchase the entire issued share capital of ESL comprising 7,058 shares (the “Acquisition”). The consideration for the Acquisition was the allotment and issue by the Company to the Vendors of, in aggregate, 70,579,999 Ordinary Shares credited as fully paid. The Vendors gave warranties as to their title to their shares in ESL. On completion of the Acquisition, the Vendors held Ordinary Shares in the same proportions to the shares they had previously held in ESL.

12.5 ESL and Rise Investments Limited, one of ESL’s affiliates (“Rise”), entered into an agreement effective as of 1 December 2007 pursuant to which, inter alia, ESL agreed to issue at par to Rise 143 ordinary shares of US$1 each in the capital of ESL (the “ESL Shares”) and Rise agreed to a reduction in the affiliate fee payable to it by ESL in respect of net gaming revenue received by ESL attributable to customers introduced by Rise (“Rise Net Gaming Revenue”). As provided for in the agreement, the ESL Shares have since been exchanged for 1,430,000 Ordinary Shares (the “ALL Shares”) pursuant to the terms of the share exchange agreement described in paragraph 12.4 above.

In addition, Rise agreed to guarantee a minimum level of Rise Net Gaming Revenue for each of the three years commencing on 1 December 2007 (the “Annual Net Gaming Revenue Threshold”) and failure to achieve the Annual Net Gaming Revenue Threshold in any year will result in ALL Shares being forfeited by Rise to the Company for no consideration (the amount(s) to be so forfeited being determined by formulae set out in the agreement).

12.6 On 7 December 2006, Paean Limited (“Paean”), ESL and Oscoda Technology Limited (“Oscoda”) entered into a memorandum of understanding to form a joint venture to develop network gaming solutions and provide a platform for the software to be played online with specific focus in Asia.

APE Software Limited (“APE Software”), a company incorporated in the BVI, was formed for this purpose. Paean owns 50 per cent. of the shares in APE Software whilst the other parties each own 25 per cent. of the shares. The memorandum of understanding was superseded by a shareholders’

agreement entered into between Paean, ESL and Tryst International Limited (“Tryst”) (in place of Oscoda) on 30 October 2007. The shareholders’ agreement governs the management of APE Software and the development, operation and maintenance of its software development and payment processing solutions businesses. Each party gave warranties as to their capacity to enter into the agreement, the binding nature of the agreement and their own shareholdings in APE Software.

The shareholders’ agreement provides that each shareholder may appoint a director to the board of directors of APE Software and the Company and Tryst have the right to appoint an observer.

The shareholders’ agreement also contains lock-up provisions in the event APE Software is floated, rights of first refusal in respect of new shares issued by APE Software and drag and tag along rights.

12.7 On 31 August 2007, ESL entered into a memorandum of understanding with Silver Heritage Limited and CY Foundation Group Limited pursuant to which it is proposed that the parties will incorporate a new company (Macau Limited) to operate up to five digital casinos comprising up to 1,000 electronic gaming seats, throughout the territory of Macau in accordance with an exclusive arrangement with Galaxy Entertainment Group. It is anticipated that ESL will own a 24 per cent. shareholding in Macau Limited and that a shareholders’ agreement in respect of this joint venture will be entered into.

12.8 On 6 July 2007, ESL agreed to acquire the Zipang and 777baby online gaming sites from Geneva Group Limited (“Geneva”). Under the agreement, ESL agreed to pay US$2,550,000 for the Geneva group’s online gaming business. The consideration may be adjusted depending upon the audited profit of Geneva for the period ended 30 June 2008. It is currently anticipated that any adjustment to the consideration will be agreed or determined in August 2008.

13. Related Party Transactions

The following related party transactions are transactions which, as a single transaction or in their entirety, are or may be material to the Company and have been entered into by the Company or any other member of the Group during the period commencing on 1 January 2007 and terminating immediately prior to the date of this document.

13.1 On 1 October 2006 Internet Sports Marketing Limited, a subsidiary of the Company, entered into a lease with Thomas Hall in respect of 1C Felicity Building, 38 Peel Street, Central, Hong Kong.

The lease was due to expire on 31 October 2007, but the term has been extended.

13.2 ESL entered into a series of transactions between March and June 2007 whereby ESL agreed to acquire shares in CY Foundation Group Limited (“Foundation”), a company which is listed on the Hong Kong stock exchange. As part of these transactions, ESL acquired the entire issued share capital of Copernicus Trading Limited (“Copernicus”), a company incorporated in the British Virgin Islands whose sole asset was a loan note which was convertible to shares in Foundation for HK$101,250,000. In order for ESL to acquire the shares in Copernicus, Golden Aquila Holdings Limited (“Golden Aquila”) (a shareholder of the Company) and Evermore Trading Limited (“Evermore”) (a subsidiary of Playtech) loaned monies to ESL. Thomas Hall is a shareholder in, and director of, Playtech, which is also a shareholder of the Company. Golden Aquila’s loan was secured by a charge over 50 per cent. of ESL’s shareholding in Copernicus. These loans were satisfied in full when ESL transferred 50 per cent. of the shares it held in Copernicus to Evermore and 18.75 per cent. of the shares it held in Copernicus to Golden Aquila and Golden Aquila’s charge was released.

Following the conversion of the loan note held by Copernicus into shares in Foundation, Copernicus distributed the shares in Foundation to ESL and Golden Aquila in the proportions in which they hold shares in Copernicus.

As part of the terms of the sale of the 18.75 per cent. stake by ESL to Golden Aquila, ESL agreed to make good any shortfall between the price at which Golden Aquila sells its shares in Foundation and HK$0.675, and Golden Aquila agreed to share with ESL (on the basis of a prescribed formula) any surplus between the price at which Golden Aquila sells its shares in Foundation and HK$1.28, being the price at which Foundation shares were listed on the Hong Kong stock exchange.

As part of these transactions, ESL also agreed to acquire 26,875,000 shares in Foundation from Playtech for US$3,750,000. ESL’s obligation to acquire the shares from Playtech is secured by a charge over the shares held by ESL in Copernicus. Completion of the agreement under which ESL agreed to acquire the shares in Foundation will take place on or before 31 March 2008 when the charge over ESL’s shares in Copernicus will be released.

13.3 Prior to the admission of Playtech’s shares to trading on AIM in March 2006, ESL acquired 2,000,000 shares in Playtech for an initial cost of US$500,000 (this was at a discount to the price per share payable by those who took shares in Playtech as part of the admission process).

13.4 On 11 December 2007, various shareholders of ESL (including each of the Executive Directors) (the “Vendors”) and ESL entered into share sale agreements with each of Playtech and Westminster Consultants Limited (the “Purchasers”) pursuant to which, inter alia, the Vendors agreed to sell, in aggregate, 272 ordinary shares of US$1 each in the capital of ESL (the “Pre-IPO Shares”) to Playtech (246 Pre-IPO Shares) and to Westminster Consultants Limited (26 Pre-IPO Shares), and the Purchasers agreed to pay the Vendors $20,371.48 for each Pre-IPO Share. In addition, on 11 December 2007, ESL issued 212 shares to Playtech at par. These shares and the Pre-IPO Shares were all exchanged for Ordinary Shares pursuant to the terms of the share exchange agreement summarised at paragraph 12.4 of this Part 4.

13.5 On 23 March 2007, Playtech agreed to lend ESL the sum of US$1,000,000 in connection with procuring the supply of Videobet’s land based games to casinos regulated by PAGCOR in the Philippines. The loan is repayable six months after the date of drawdown or, if Videobet is unable to supply its land based games to casinos regulated by PAGCOR in the Philippines, the repayment date will begin 6 months after the date on which Videobet has provided land based games to ESL.

If ESL defaults on the loan, the full amount, including any interest accrued, will be immediately repayable. If ESL is unable to repay the loan Playtech will be entitled to 100 per cent. of the revenues generated from the activity of the machines.

13.6 ESL entered into a memorandum of understanding on 22 March 2007 with Videobet, in respect of a licence for gaming machines. A full licence, which will allow ESL to distribute and install Videobet gaming machines within premises operated by licensed entities in the Philippines, has not yet been concluded.

13.7 Both ESL and S-Tech Limited, a subsidiary of the Company, have entered into agreements with Playtech. The following agreements have been concluded by these companies, each being on an arms’ length terms:

13.7.1 a software licence agreement between Playtech and ESL dated 11 December 2007, but effective 1 October 2007, pursuant to which Playtech agrees to supply online casino and poker software systems in return for a share of revenue generated through the provision of the associated products as are supplied under various brands of the Group. The licence is granted for a period of five years but incorporates a mechanism for renewal. Playtech have also granted the Group the right to participate in the progressive jackpot games that are offered by its licensees;

13.7.2 a live gaming services agreement between Playtech and S-Tech Limited dated 1 October 2006, pursuant to which Playtech will be paid a monthly fee to integrate its interactive gaming products with S-Tech’s live gaming facility such that it is accessible by Playtech’s licensees. The agreement lasts for a period of 10 years; and

13.7.3 a re-seller agreement between Playtech and ESL dated 19 October 2006, but effective 1 November 2005, pursuant to which Playtech pays a portion of revenue generated from those licensees that have been introduced to Playtech by ESL.

13.8 On 28 December 2006, the Company agreed to dispose of its holding in a number of companies which provide payment processing services. Alpine Enterprises Limited, a company owned by Rodney Hall, an employee of ESL agreed to acquire the companies. Due to the loss making nature of the business, the consideration payable under the agreement was US$1.00. ESL gave warranties as to its capacity to enter into the agreement, the binding nature of the agreement and

13.8 On 28 December 2006, the Company agreed to dispose of its holding in a number of companies which provide payment processing services. Alpine Enterprises Limited, a company owned by Rodney Hall, an employee of ESL agreed to acquire the companies. Due to the loss making nature of the business, the consideration payable under the agreement was US$1.00. ESL gave warranties as to its capacity to enter into the agreement, the binding nature of the agreement and