ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On July 2, 2009, each of Holden Ostrin, Co-Chairman of Optimal Group Inc. (the "Registrant"), Neil Wechsler, Co-Chairman and Chief Executive Officer of the Registrant and Gary Wechsler, Treasurer and Chief Financial Officer of the Registrant (each, an "Executive"), voluntarily agreed to a base salary reduction. The base salary reduction is thirty percent (30%) of the amount payable to the Executive bi-weekly, being an overall base salary reduction of twenty-four percent (24%) on an annualized basis. The reduction is effective as of June 22, 2009, being for the payroll period ended July 3, 2009. The salary reduction shall remain in effect until such time as the Executive notifies the Registrant that the reduction is rescinded.

In the event of a change of control, the termination of the Executive's employment by the Registrant without cause, or the termination of the Executive's employment by the Executive for Good Reason (as defined in the Executive's employment agreement), at any time prior to July 2, 2010, the base salary reduction shall be void ab initio, in which event the Registrant shall pay to the Executive in one lump sum (but without in any way limiting any of the Executive's rights under his employment agreement or otherwise, upon termination of his employment), without interest, the aggregate amount by which his base salary was reduced during the period of the reduction, less any statutory deductions at source.

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