DEBENTURES AND WARRANTS PURCHASE AGREEMENT

This Debentures and Warrants Purchase Agreement (this “ Agreement ”), dated as of May 14, 2009, is made by and between Octavian Global Technologies, Inc., a Nevada corporation (the “ Company ”), and the Purchasers signatory hereto (collectively, the “ Purchasers ”).  Reference is made to that certain Securities Purchase Agreement (the “ Purchase Agreement ”), dated October 30, 2008, by and among the Company, Austrian Gaming Industries GmBH (“ AGI ”), Dynamic Decisions Strategic Opportunities (“ DDSO ”), Rockmore Investment Master Fund Ltd. (“ Rockmore ”) and Vicis Capital Master Fund (“ Vicis ”, and collectively with AGI, DDSO and Rockmore, the “ Original Purchasers ”).

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.   Definitions .  In addition to the terms defined elsewhere in this Agreement or, if not defined in this Agreement, in the Purchase Agreement, the following terms have the meaning set forth in this Section 1:

(a) “ Principal Amount ” means, as to each Purchaser, the amounts set forth below such Purchaser’s signature block on the signature pages hereto next to the heading “Principal Amount,” in United States Dollars, which shall equal such Purchaser’s Subscription Amount multiplied by 1.0989.

(b) “ Subscription Amount ”  means, as to each Purchaser, the aggregate amount to be paid for Debentures and Warrants purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars and in immediately available funds, except that, as to AGI only, the Subscription Amount may be paid via the surrender of existing debt of the Company or a Company Subsidiary held by AGI, whether in the form of promissory notes or accounts payable, as indicated on the signature page hereto (such payment “ Debt Surrender Subscription ”), and via the delivery of products acceptable to the Company.

2.   Issuance of Debentures and Warrants .  In consideration for the payment by each Purchaser, severally and not jointly with any other Purchaser, of the Subscription Amount set forth on such Purchaser’s signature page attached hereto, the Company hereby agrees to issue to such Purchaser against payment therefor as described herein the following securities of the Company:

(a) a Debenture of the Company with a principal amount equal to such Purchaser’s Principal Amount as to any Subscription Amounts other than Debt Surrender Subscription, and as to any Debt Surrender Subscription, equal to such Purchaser’s Debt Surrender Subscription, which debentures shall be in the form of the debentures issued pursuant to the Purchase Agreement except that the Debentures issued pursuant hereto shall be due and payable on May 14, 2012 (a “ Debenture ”);

(b) a Common Stock Purchase Warrant to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Subscription Amount divided by $3.10, with an exercise price per share equal to $3.10 and a term of exercise of 5 years from the date hereof, which warrant shall be in the form of the warrants issued pursuant to the Purchase Agreement (a “ $3.10 Warrant ”);

(c) a Common Stock Purchase Warrant to purchase up to a number of shares of Common Stock equal to 50% of such Purchaser’s Subscription Amount divided by $3.10, with an exercise price per share equal to $4.65 and a term of exercise of 7 years from the date hereof, which warrant shall be in the form of the warrants issued pursuant to the Purchase Agreement (together with the $3.10 Warrant, the “ Warrants ”); and

(d) a number of shares of Common Stock registered in the name of such Purchaser equal to 20% of the shares of Common Stock underlying such Purchaser’s Debenture (the “ Shares ”).

3.  Closing .  Upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, the Debentures and Warrants (the “ Closing ”).  Each Purchaser shall deliver to the Company via wire transfer of immediately available funds equal to its Subscription Amount, or, in the case of AGI, a release of liability of any exchanged debt or receipt of prepayment of agreed upon products, and the Company shall deliver to each Purchaser its respective Debenture, Warrants and Shares.  The Closing shall occur at the offices of FWS or such other location as the parties shall mutually agree. At the Closing, the Company shall deliver (a) an opinion of Company Counsel substantially in the form of opinion delivered pursuant to the Purchase Agreement; (b) an officer’s certificate from the Chief Executive Officer, dated as of the Closing and setting forth the names, signatures and position of the Persons authorized to execute this Agreement and any other document executed by the Company in connection with this Agreement and certifying that the conditions to Closing, including, without limitation, the conditions set forth in Section 2.3(b) of the Purchase Agreement, have been fulfilled and (c) a copy of the resolutions of the Company authorizing the execution, delivery and performance of this Agreement and a copy of a Good Standing certificate for the Company, dated as of a recent date.

4.  Documents, Consents and Joinder .  The rights and obligations of each Purchaser and of the Company with respect to the Debenture, the Warrants, the Shares and the shares of Common Stock issuable under the Debenture and Warrant (the “ Underlying Shares ”) shall be identical, in all respects, to the rights and obligations of a Purchaser and the Company pursuant to the Purchase Agreement, except where noted and the Subscription Amounts, Principal Amounts, Debentures, the Warrants, the Shares and the Underlying Shares issued hereunder shall be aggregated with the Securities issued pursuant to the Purchase Agreement at the initial closing thereunder.  Each Original Purchaser acknowledges and agrees that the transactions contemplated under this Agreement are deemed an “Exempt Issuance” under the Purchase Agreement and do not violate, conflict with, breach, default (including, but not limited to, on a post transaction basis, AGI beneficially owning in excess of 50% of the Common Stock on both a non-diluted and fully-diluted basis), or reset any of the rights of the Original Purchasers or Obligations of the Company under the Purchase Agreement or other Transaction Documents entered into in connection therewith.  As of the date hereof, the Company and each Purchaser acknowledge and agree that (a) any Purchaser that is not an Original Purchaser (“ New Purchaser ”), if any, shall be henceforth deemed a “Purchaser” under the Purchase Agreement, (b) a New Purchaser shall have all the rights and obligations of a Purchaser under the Purchase Agreement, on a pro rata basis, as fully and to the same extent as if the undersigned was an original signatory thereto and (c) a New Purchaser shall be deemed to have made all of the representations and warranties set forth therein as of the date of execution and delivery of this Agreement.  The Original Purchasers hereby consent to, and agree, that the Company shall have the right to issue up to, in the aggregate, 100,000 shares of Common Stock, subject to adjustment for reverse and forward stock splits and the like, to employees, agents, sub-contractors and consultants of the Company in lieu of cash compensation and such issuances shall be deemed “Exempt Issuances” provided that any such issuances shall reduce the number of shares issuable under clause (a) of the definition of “Exempt Issuance” under Section 1.1 of the Purchase Agreement or otherwise available for reservation as shares of Common Stock underlying any options, warrants, restricted stock grants or otherwise to employees, officers, directors, advisors or consultants to the Company, whether pursuant to any stock or option plan or otherwise, and any issuances thereunder shall reduce the number of shares issuable hereunder.

5.   Conversion of Certain AGI Debentures .  At the Closing, AGI, and no other Purchaser, shall convert any Debentures paid for with Debt Surrender Subscription into shares of Common Stock at the Conversion Price (as defined in the Debentures).  Immediately after the Closing, AGI shall own the securities of the Company set forth on Schedule 5 attached hereto.  As to such Debt Surrender Subscription amount, the Company shall not be required to deliver a Debenture certificate and no further action is required by the Company or AGI to effect such conversion other than the execution of this Agreement.  To the extent necessary to allow the conversion of the Debt Surrender Subscription amount by AGI in full hereunder, the Company and AGI hereby agrees to waive the “Beneficial Ownership Limitation” provided in Section 4(c) of such Debentures.

6.   Lock-Up .  Reference is made to that certain Lock-Up Agreement given by Harmen Brenninkmeijer to the Original Purchasers.  Subject to the following persons executing the Lock-Up Agreements in form and substance attached as Exhibit A to that certain Consent and Amendment executed by the non-participating Purchasers and deliver a copy of such executed Lock-Up Agreements to the Original Purchasers, the Original Purchasers hereby waive the restrictions on transfer set forth therein made to the following persons in the following amounts:

7.   Representations and Warranties of the Company .  The Company hereby makes to the Purchasers the following representations and warranties:

(a)   Authorization; Enforcement .  The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder.  The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith.  This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or othe