EXCHANGE OF STOCK AND ACQUISITION OF A BUSINESS
THIS AGREEMENT FOR THE EXCHANGE OF STOCK AND ACQUISITION OF A BUSINESS, dated
as of October 23, 2007, ("AGREEMENT"), by and between ROYAL TURF CLUB, LTD., a corporation
formed under the laws of St. Kitts and Nevis ("RTC"), and the SHAREHOLDERS OF ROYAL TURF CLUB,
LTD., (collectively the "RTC Shareholders") and GLOBAL PARI-MUTUEL SERVICES, INC., a Nevada
corporation ("GLOBAL"), all collectively referred to as the "Parties".
WHEREAS, Global, the RTC Shareholders and RTC have each determined that the transactions contemplated
by this Agreement, on the terms and conditions of this Agreement, would be advantageous and beneficial to their
respective companies and shareholders;
WHEREAS, the RTC Shareholders shall exchange their shares of Common Stock of RTC (collectively, the
"RTC Shares") to Global and, in consideration, Global will exchange to the RTC Shareholders, one million shares
of Common Stock owned by Global (the "Global Shares"), thereby making Global the owner of one hundred
percent (100%) of RTC.
NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements
herein contained, the Parties hereto agree as follows:
ARTICLE I--EXCHANGE OF STOCK; ACQUISITION OF BUSINESS
SECTION 1.1 EXCHANGE. Subject to the terms and conditions of this Agreement, at the Closing:
(a.) The RTC Shareholders agree to transfer to Global all of their shares of stock in RTC (the "RTC Shares"),
which is one hundred percent (100%) of the shares of RTC.
(b.) Global agrees to transfer to the RTC Shareholders one million shares of Common Stock of Global (the
(c.) The RTC Shareholders are James Egide, Keith Cannon, James Ough, and Three Star Investments, a St.
Kitts and Nevis company.
SECTION 1.2 ACQUISITION OF BUSINESS. By virtue of Global acquiring one hundred percent (100%) of
the stock of RTC, Global shall have acquired the entire business of RTC, including but not lim