POWER OF
ATTORNEY
Know all
by these presents, that the undersigned hereby constitutes and appoints
Jacquelyn A. Hart or Titus Weinheimer as the undersigned's true and lawful
attorney-in-fact to:
(1) execute
for and on behalf of the undersigned, in the undersigned's capacity as a 10%
stockholder of OPTIMAL GROUP, INC., a Canadian corporation (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the Securities and
Exchange Commission (the "SEC") thereunder;
(2) do and
perform any and all acts for and on behalf of the undersigned that may be
necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form or amendment with the SEC and any stock exchange or similar authority;
and
(3) take any
other action of any type whatsoever in connection with the foregoing that, in
the opinion of such attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934 or the rules and
regulations of the SEC promulgated thereunder.
This
Power of Attorney shall remain in full force and effect until the undersigned is
no longer required to file Forms 3, 4, and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 14th day of April, 2009.
RÜTINVEST
GMBH
By: Hans-Martin
Rüter
Hans-Martin Rüter
Managing Director