Statement of Particulars of Employment From Octavian International LTD. To Pete

OPCO Letterhead]





October 8, 2008



Octavian International Ltd.

Bury House, 1-3 Bury Street

Guildford, Surrey

GU2 4AW

United Kingdom



Attention: Harmen Brenninkmeijer, CEO



Dear Sirs:



This letter agreement (" Agreement ") confirms the terms and conditions upon which Oppenheimer & Co. Inc. (" Oppenheimer ") has introduced potential investors (" Investors ") to Octavian International Ltd. (the " Company ") in connection with a potential private placement of securities of the Company (the " Transaction "). The parties hereto expressly acknowledge that pursuant to this letter agreement Oppenheimer will not provide any other services except for introducing Investors to the Company.



In making such introductions, Oppenheimer will not be acting as your agent but as a finder in connection with the Transaction. You hereby acknowledge, consent to, and agree that Oppenheimer is acting solely as finder with respect to this Agreement and the transactions contemplated hereby, and none of Oppenheimer or any of its affiliates or its or their respective officers, directors, employees, representatives or agents (collectively, the " Representatives ") shall have any obligation or liability to the Company whatsoever in connection herewith or with respect to the Transaction. You shall keep the terms and provisions of this Agreement strictly confidential, and you will not disclose the identity of Oppenheimer or its Representatives without the prior written consent of Oppenheimer; provided that Oppenheimer consents (i) to the disclosure of the terms of this Agreement on a confidential basis to the Investors and (ii) the disclosure of this Agreement in the Current Report on Form 8-K filed with the Securities and Exchange Commission following the Transaction (" Super 8-K ") and the inclusion of this Agreement as an Exhibit to the Super 8-K; provided, that Oppenheimer shall have the opportunity to comment on any such disclosure and the Company shall use commercially reasonable efforts to address such comments. The foregoing obligation of confidentiality shall cease with respect to any portion of confidential information that has become public other than as a result of the breach of this Agreement by the Company. Notwithstanding the foregoing and except as otherwise provided in (i) and (ii) above, the Company shall not publicly disclose the name of Oppenheimer, or include the name of Oppenheimer in any filing with the Securities and Exchange Commission or any regulatory agency or trading market or exchange, without the prior written consent of Oppenheimer, except: (a) as required by federal securities laws, rules, regulation or judicial process or as otherwise permitted by Oppenheimer and (b) to the extent such disclosure is required by trading market or exchange rules or regulations, in which case the Company shall provide Oppenheimer with prior notice of such disclosure and the Company shall use commercially reasonable effort to address any comments of Oppenheimer.



In consideration of the foregoing, the Company agrees to pay Oppenheimer a finder's fee of: (1) (i) 8% of the gross proceeds raised from the Investors introduced by Oppenheimer in connection with the Transaction other than Dynamic Decisions Capital Management Ltd. (Dynamic); plus (ii) 4%of the gross proceeds raised from Dynamic, minus (2) $100,000.00 (the "Fee"). The Fee shall be payable upon the closing of the Transaction from an escrow account to be established by the Investors and the Company.







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In addition, Oppenheimer shall have the right to purchase at the closing of the Transaction, for $.01 each, warrants to purchase eight percent (8%) of the securities represented by the securities sold and placed with Investors other than Dynamic and four percent (4%) of the securities represented by the securities sold and placed with Dynamic. The warrants will be exercisable after one year, will have a cashless exercise option and will otherwise have the same terms as any warrants issued to the Investors in connection with this Transaction.



Anything herein to the contrary notwithstanding, you agree not to circumvent or attempt to circumvent this Agreement in an attempt to deprive Oppenheimer of any Fees or other remuneration.



You agree to the indemnification and reimbursement provisions set forth in Annex A hereto, which is incorporated herein by reference and made a part hereof as if fully set forth below. Such indemnification obligations shall survive execution, delivery and performance of this Agreement.



The parties hereto agree that, prior to the Company accepting any investment by an Investor identified by Oppenheimer, each will use their commercially reasonable efforts to have such Investor sign the letter attached as Annex B (or a letter otherwise suitable to Oppenheimer) informing such Investor that Oppenheimer is merely acti ...