Offer Update

Empire Online Limited
21 November 2005

21 November 2005



            Empire Online Limited ('Empire Online' or 'the Company')


                                  Offer Update



On 3 November 2005, Empire Online announced that it had received an approach in
relation to an offer for the entire issued and to be issued share capital of the
Company. This approach was from PartyGaming plc ('PartyGaming') and was
initially expressed to be an all share offer, valuing Empire Online at 10 per
cent. of the value of the enlarged entity.



Following a protracted due diligence process and continued delays in the
timetable, PartyGaming has made a revised proposal that is significantly
different both in terms of the price and structure and at a level that cannot be
recommended. Empire Online as therefore terminated discussions with PartyGaming.



The directors of Empire Online ('Directors') have explored whether legal action
might be taken by Empire Online in relation to damage caused to it by the
conduct of companies within the PartyGaming group in separating the poker system
used by PartyGaming players from that of its 'skins'. Having received legal
advice, the Directors intend to institute and vigorously pursue legal
proceedings as soon as possible.



Trading statement



The Company is committed to continuing to deliver its high growth strategy
across the Empire Online network, the principal elements of which are:* to
continue growing the number of new real money players across Empire Online's
platforms, using its multiple distribution channels. The Company is adding an
average of more than 500 new real money players per day across its network so
far in November 2005;



* to continue to drive strong growth in new real money players across the
Company's new platforms, namely the Club Dice casino suite and Noble Poker. As
stated in the Trading Update of 18 October 2005, these new brands account for a
growing proportion of Empire Online's new real money players, representing well
over 50% of new real money players signed during Q4 2005;



* to investigate commercial strategic opportunities for the Company. Empire
Online has received several commercial strategic approaches over the past few
months and intends to pursue discussions in relation to these approaches. The
Company's strategy in relation to existing Empirepoker.com players will depend
in part upon the outcome of any litigation against PartyGaming.



* for the year ending 31 December 2005, the Company expects to deliver net
profit broadly in line with the levels announced by Empire Online on 18 October
2005.



For the year ending 31 December 2006, (and subject as set out below) the
Directors believe that net profit will be broadly in line with current market
expectations. The Directors expect that net profit of around $37 million should
be generated from its businesses not having any relationship with PartyGaming,
including the Club Dice suite, Noble Poker and other businesses. The balance of
net profit for that year is expected to be derived from Empire Poker. The level
of contribution from Empire Poker could be impacted by the nature of the ongoing
commercial relationship between Empire Online and PartyGaming, other 'skins'
leaving the 'skins'' platform and the outcome of any legal action against
PartyGaming.



Noam Lanir, Chief Executive, commented today 'Empire Online has in place the
foundations for sustainable long term growth ahead of the market, through its
unique marketing skills and its multiple platforms. I am delighted in the growth
we are seeing in our new platforms and this is testament to the strength of our
network. We intend to remain leaders in the online gaming industry and will
employ all our efforts to build and grow value for our shareholders'



For further information:

Empire Online Limited
Andrew Burnett                +44  (0) 20 7638 9571 for Monday 21st November                           
                              [phone] thereafter



Citigate Dewe Rogerson         [phone]
Simon Rigby
Sarah Gestetner
Ged Brumby






                                      ENDS


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