EXHIBIT 10.2


                             POKER LICENSE AGREEMENT

ENTERED INTO THIS 31ST DAY OF MARCH, 2003

BETWEEN

          POKERSOFT CORPORATION A.V.V. ('LICENSOR')
          -----------------------------
          A BODY CORPORATE WITH OFFICES IN CURACAO. NVV.

AND

          SKILL POKER.COM INC. ("LICENSEE")
          ---------------------
          A BODY CORPORATE WITH OFFICES AT
          #630-1188 WEST GEORGIA STREET,
          VANCOUVER. CANADA.

AND

          POKER.COM INC. ("POKER.COM")
          A BODY CORPORATE WITH OFFICES AT
          #630-1188 WEST GEORGIA STREET,
          VANCOUVER. CANADA.

WHEREAS

     -    Licensor  has  developed  a  proprietary  poker  software  program;

     -    Licensor  is  in  the  business  of  selling  on-line  gaming software
          licenses  and  wishes  to  license  the  Poker  Software  Program; and

     -    Licensee  is  desirous  of  purchasing  a  poker license to operate an
          internet  poker card room (which can also be used for Skill-Poker) and
          gaming  site.


     NOW  THEREFORE  in  consideration  of  the  mutual  promises, covenants and
obligations  contained  herein, and for valuable consideration, receipt of which
is  hereby  acknowledged,  the  Licensor  hereby agrees to provide to Licensee a
License  to  operate a poker card room on a non-exclusive basis on the terms and
conditions  outlined  in  this  Agreement;

1.   DEFINITIONS
     -----------

     AFFILIATION    Shall  mean  a  gateway link from a third party web-masters
                    web-site  to  licensees  Poker  web  site  via the Internet.

     AGREEMENT      Shall  mean  this  Poker  License  Agreement.

     CARD  ROOM     Shall mean the poker card room to be operated by the
                    Licensee  using  the  URL  referred  to  in  Schedule  'B'.


                                        1
<PAGE>
     CREDIT  CARD
     PROCESSOR      Shall mean a company that processes credit card
                    transactions.

     CURRENCY       Unless  otherwise  indicated, all dollar amounts are
                    expressed  in  United  States  Dollars.

     END  USER      Shall mean  an individual the Licensee permits to access and
                    utilize, but not to further distribute, the software.

     GROSS
     REVENUE
     LICENSE        Shall mean the limited right  to  use  the software program
                    provided  to  the  Licensee  by  the  Licensor.

     LINK           Shall  have  the  same  meaning  as  an  Affiliation.

     HARDWARE       Shall mean all  the  necessary  computers, servers, routers,
                    cabling,  monitors,  hard-drives,  back-up systems and other
                    equipment  as  determined  by  the  Licensor in its absolute
                    discretion  that  may  be  required  to  properly  store,
                    distribute  and  run  the  Software.

     RAKE

     ROYALTY  FEE   Shall  mean  the  fees  payable  to  Licensor  by Licensee
                    pursuant  to  Schedule  "E".


     SOFTWARE       Shall mean the  object code version of the computer software
                    program  provided  to  Licensee  by  Licensor.


2    THE SOFTWARE
     ------------

     The  Licensor  hereby  agrees  to  provide  to  Licensee  a  License to use
     Licensors Software in order to operate a poker card room on a non-exclusive
     basis  as  follows:

          (a)  THE LICENSE

               Licensor  hereby  grants  to  the  Licensee  a License to use the
               Licensors proprietary software program, subject to the provisions
               of  sub-paragraph  2(c)  below  (the  "License")  for  use of the
               Licensors  current version of its web based management system and
               downloadable client software and server software which interfaces
               with a Credit Card Processing System. The Licensor shall have the
               right  at  any  time,  at  their  discretion, to make changes and
               upgrades,  wholly  or  partially.

          (b)  HARDWARE

               (i)  The  Software  to be provided by the Licensor shall load and
                    operate  on  a  minimum  computer  hardware  equipment
                    configuration  as  listed  below which shall be purchased by
                    the  Licensee.


                                        2
<PAGE>
GAME SERVER:
------------  ------------------------------------------------------------------
ITEM          SPECIFICATIONS
------------  ------------------------------------------------------------------
Processors    Dual (2) 1.4GHz Intel based processors
Memory        2Gig of RAM
              10Gig of disc space on each drive (minimum 3 hot swap hard
Hard drive    drives)
Network Card  100 Mbps
------------  ------------------------------------------------------------------

ORACLE DATABASE SERVER:
------------  ------------------------------------------------------------------
ITEM          SPECIFICATIONS
------------  ------------------------------------------------------------------
Processors    Dual (2) 1.4GHz Intel based processors
Memory        2Gig of RAM
              18Gig of disc space on each drive (minimum 8 hot swap hard
Hard drive    drives)
Network Card  100 Mbps
------------  ------------------------------------------------------------------

ORACLE BACKUP SERVER:
------------  ------------------------------------------------------------------
ITEM          SPECIFICATIONS
------------  ------------------------------------------------------------------
Processors    Dual (2) 1.4GHz Intel based processors
Memory        2Gig of RAM
              10Gig of disc space on each drive (minimum 3 hot swap hard
Hard drive    drives)
Network Card  100 Mbps
------------  ------------------------------------------------------------------

MANAGEMENT SYSTEM SERVER:
------------  ------------------------------------------------------------------
ITEM          SPECIFICATIONS
------------  ------------------------------------------------------------------
Processors    1000MHz Intel based processor
Memory        512Gig of RAM
Hard drive    10Gig of disc space on each drive (min 2 hot swap hard drives)
Network Card  100 Mbps
Use           Player Services (Java/Tomcat)
------------  ------------------------------------------------------------------

WEB/PLAYER SERVICES SERVER:
------------  ------------------------------------------------------------------
ITEM          SPECIFICATIONS
------------  ------------------------------------------------------------------
Processors    1000MHz Intel based processor
Memory        512MB of RAM
Hard drive    10Gig of disc space on each drive (min 2 hot swap hard drives)
Network Card  100 Mbps
              Player Services (Java/Tomcat), Websites (several -
Use           apache/php/mySQL)
------------  ------------------------------------------------------------------

SUGGESTED OPTIONAL HARDWARE
---------------------------
This hardware is not required by the poker software but is recommended.


                                        3
<PAGE>
FIREWALL SERVER:
------------  ------------------------------------------------------------------
ITEM          SPECIFICATIONS
------------  ------------------------------------------------------------------
Processors    1000MHz Intel based processor
Memory        512MB of RAM
              5Gig of disc space on each drive (minimum 2 hot swap hard
Hard drive    drives)
Network Card  100 Mbps
Software      Iptables
------------  ------------------------------------------------------------------

DNS SERVER (FIREWALL BACKUP, SYSTEM MONITORING):
------------  ------------------------------------------------------------------
ITEM          SPECIFICATIONS
------------  ------------------------------------------------------------------
Processors    1000MHz Intel based processor
Memory        512MB of RAM
              5Gig of disc space on each drive (minimum 2 hot swap hard
Hard drive    drives)
Network Card  100 Mbps
Software      BIND 9

ADDITIONAL HARDWARE:
------------  ------------------------------------------------------------------
Master Power
Switch        Remotely administrated
Network
witch         With VLAN capabilities
------------  ------------------------------------------------------------------


                                        4
<PAGE>
<TABLE>
<CAPTION>
RECOMMENDED HARDWARE
-------------  --------------  -------------------------------------------  --------
Item           Use             Description                                  Quantity
-------------  --------------  -------------------------------------------  --------
<S>            <C>             <C>                                          <C>
SERVERS
-------------  --------------  -------------------------------------------  --------
               ADMIN SERVER    Compaq ProLiant DL360 G2 Intel(R)
               and             Pentium(R) III Processor
               WEB/PLAYER      1.40GHz/133 Rack Model (256MB)
               SERVICES        - Intel(R) Pentium(R) III processor
               SERVER could      1.40GHz
               each use one    - 256MB Total SDRAM 133MHz
               of these          (2x128MB) included
               servers         - Two 1" Wide Ultra3 SCSI Hot Plug Drive
                                 Bays
                               - Integrated Smart Array 5i Controller
                               - 18.2 GB Pluggable Ultra3 SCSI 10,000
                                 rpm Universal Hard Drive
                               - High Speed IDE Low Profile CD-ROM -
                                 Included
                               - (2) NC7780 Gigabit Server NICs
                                 embedded
                               - SmartStart & Insight Manager
                               - Standard Quick Deployment Rails
                               - 3-Year Limited Warranty                           2
               Memory          256MB Total SDRAM 133MHz                            2
               Memory          512MB Total SDRAM 133MHz                            2
               Disks           18GB Ultra3 SCSI Hard Drive (10,000
                               rpm)                                                2
-------------  --------------  -------------------------------------------  --------
               GAME SERVER     ProLiant DL380 G3 Intel(R) Xeon(TM)
               and the         Processor 2.80GHz - Rack Model
               ORACLE          -  Intel(R) Xeon(TM) Processor
               BACKUP             2.80GHz/512KB
               SERVER could    -  512MB Base Memory (2x256MB) -
               each be one of     included
               these servers.  -  Integrated Smart Array 5i Plus
                                  Controller
                               -  Hot Plug Drive Cage-Ultra3 (5 x 1" and
                                  1 x 1.6")
                               -  18.2 GB Pluggable Ultra3 SCSI 10,000
                                  rpm Universal Hard Drive
                               -  Two (2) Compaq NC7781 PCI-X Gigabit
                                  NICs (embedded) PCI 10/100 WOL
                               -  Sliding Rails and Cable Management
                                  Arm
                               -  SmartStart & Insight Manager 7
                               -  3-Year Limited Warranty                          2
               Memory          512MB Total SDRAM 133MHz                            6
               Disks           18GB Ultra3 SCSI Hard Drive (10,000
                               rpm)                                                2
               Disks           36GB Ultra3 SCSI Hard Drive (10,000
                               rpm)                                                3
               Processor       Intel(R) Xeon(TM) Processor                         1
                               2.80GHz/512KB


                                        5
<PAGE>
Item           Use             Description                                  Quantity
-------------  --------------  -------------------------------------------  --------
               ORACLE SERVER   Compaq ProLiant ML530 G2 Intel(R)
                               Xeon(TM) 2.80 GHz/512KB Processor
                               (with 400 MHz system bus) 2P Model -
                               Tower (Rack mountable ?)
                               -  Two (2) Intel(R) Xeon(TM) Processors
                                  2.80GHz
                               -  1GB Base Memory (2x512) - included
                               -  Integrated Dual Wide-Ultra3 SCSI
                                  Adapter
                               -  (2) Standard 6 x 1" Drive Cages (Holds
                                  up to 12 x 1" Hard Drives)
                               -  18.2 GB Pluggable Ultra3 SCSI 10,000
                                  rpm Universal Hard Drive
                               -  Embedded Compaq NC3163 Fast
                                  Ethernet NIC PCI 10/100 with WOL
                                  (Wake On LAN)
                               -  Two (2) Redundant 600W Hot
                                  Pluggable Power Supplies
                               -  Redundant Hot-Plug Fans - Included
                               -  SmartStart & Insight Manager
                               -  3-Year Limited Warranty                          1
               Memory          512 Base Memory                                     4
               Disks           18.2 GB Pluggable Ultra3 SCSI 10,000
                               rpm Universal Hard Drive                            8

-------------  --------------  -------------------------------------------  --------
               FIREWALL        Compaq ProLiant DL320 Intel(R)
               DNS SERVER      Pentium(R) III Processor 1.266GHz/133
                               Rack Model (128MB) 18.2GB SCSI with
                               CD/Floppy
                               -  Intel(R) Pentium(R) III Processor
                                  1.266GHz
                               -  128MB Total SDRAM 133MHz (1x128)
                               -  Included
                               -  Integrated Single Channel Wide-Ultra2
                                  Controller - Included
                               -  Two 3.5" x 1" SCSI Non-Hot Plug Drive
                                  Bays
                               -  18.2GB Ultra3 SCSI 10,000 rpm Hard
                                  Drive
                               -  CD-ROM/Diskette Assembly
                               -  (2) NC3163 PCI 10/100 WOL -
                                  Embedded
                               -  Standard Quick Deployment Rails
                               -  SmartStart & Insight Manager                     2


                                        6
<PAGE>
Item           Use             Description                                  Quantity
-------------  --------------  -------------------------------------------  --------
                               -  3 years parts, 1 year labor, 1 year on-
                                  site warranty
               Memory          256MB Total SDRAM 133MHz                            2
               Memory          512MB Total SDRAM 133MHz                            1
               Disks           18GB Ultra3 SCSI Hard Drive (10,000                 2
                               rpm)

MASTER SWITCH                  AP9211                                              1
                               CISCO CATALYST 2950 12PORT NMS
SWITCH                         ACCS10/100 SWITCH                                   1
</TABLE>

     (ii) Licensor  shall  retain  the  right  to  make  changes  to  the  above
          configuration  as  necessary,  at  its  sole  discretion  .

          (c)  USAGE

               (i)  The  Licensor  hereby  grants  to  the  Licensee,  on  a
                    non-exclusive basis, the right to use a copy of the Software
                    utilizing  a  URL  in a legal jurisdiction for its web site.

               (ii) The  Licensee  shall  not  copy or distribute or cause to be
                    copied or distributed the Software for any purpose except as
                    provided  herein,  without  the  written  consent  of  the
                    Licensor.

              (iii) The  Licensor  will provide the Licensee with an affiliation
                    program  that  will  enable Licensee to link third party web
                    sites to their Poker card room. The program will provide the
                    Affiliates  with  the ability to check stats and track their
                    players  accounts

               (iv) The  Licensee  shall  not (and shall not authorize or permit
                    any  third  party),  to  reverse  engineer,  de-compile  or
                    disassemble  the  Software  or  attempt  to  do  so.  If the
                    Licensee  becomes  aware of the source code of the Software,
                    it  shall  not  make  use  of or disclose same to any party.

               (v)  The  Licensor  shall  have  the  right at any time, at their
                    discretion,  to  make  changes  and upgrades to the software
                    program,  wholly  or  partially. However, the Licensee shall
                    have  the right to refuse to accept the software changes for
                    their  Card  Room.

          (d)  TRANSACTION  PROCESSING  SYSTEMS.  Licensor  shall  install  a
               transaction  processing  system  that  will  allow  Licensee's
               customers  to  deposit  funds via the Internet through the use of
               credit  cards  accepted by the Credit Card Processor. Alternative
               methods of payment, such as wire transfers, money orders, Western
               Union,  Netteller, and Firepay may also be available but Licensee
               shall  have  no  ownership  right  to  the  processing  system.


                                        7
<PAGE>
          (e)  SOFTWARE  OWNERSHIP. Except for the License rights granted to the
               Licensee  in  terms hereof, the Licensor retains all right, title
               and  interest, including the Intellectual property rights, in and
               to  the  Software  provided to the Licensee but not including the
               Skilled-Poker  software as developed by Licensor for the Licensee
               subject  to the conditions set out in clause14 of this agreement.

          (f)  NON-EXCLUSIVE  AGREEMENT.  Licensee  acknowledges  that this is a
               non-exclusive  agreement  and  that  Licensor  will  sell  Poker
               licenses  to as many other parties as are willing to enter into a
               licensing  agreement  with  Licensor  but  does not include Skill
               Poker  subject  to  the  conditions  set out in clause 14 of this
               agreement.

3    DELIVERY AND INSTALLATION
     -------------------------

          (a)  DELIVERY  SCHEDULE.  The  Licensor  shall  deliver or cause to be
               delivered the Licensor's current Client Server programs within 45
               days  from  the  date  the  graphics  have  been  completed.

          (b)  SITE  PREPARATION  AND  INSTALLATION. The Licensor shall load and
               certify  the  installation of the Software on servers provided by
               the  Licensee  within  15  days  from  the delivery of the client
               server.  The  Licensee  shall  reimburse  the  Licensor  for  any
               out-of-pocket  expenses  expended at the request of the Licensee.

4    CONDITIONS  OF  LICENSE
     -----------------------

          (a)  OWNERSHIP  OF  SOFTWARE.  All right, title and interest in and to
               the  Poker  software (except for Skill-Poker subject to clause 14
               of this Agreement), and any copies thereof and all documentation,
               source  code  and  logic,  which  describes  and/or composes such
               software  remains  the sole and exclusive property of Licensor or
               its  agents,  as  the  case  may  be,  pursuant  to  the terms of
               Licensor's  agreement  with  its  software  supplier.

          (b)  FORCE  MAJEUR.  Except as otherwise specifically provided herein,
               neither  Licensor  nor  Licensee  and/or  their  agents  shall be
               responsible for failure of performance due to causes beyond their
               control,  including  without limitation, work stoppages, internet
               connection going down, software hacking that shuts down Licensees
               site,  fires,  civil  unrest,  riots,  rebellion, acts of God and
               similar  occurrences.

          (c)  POKER CARD ROOM FORMAT. The Poker card room format may be changed
               by  Licensee  with  Licensors written approval at Licensee's sole
               cost.

          (d)  ACCESS  TO  SOURCE CODE. The Licensor shall control possession of
               the  Source  Code  and  regulate  distribution  thereof but shall
               provide  Licensee  with  limited  access.  Licensee  shall  be
               prohibited  from  any  re-distribution  of  the  Source  Code.


                                        8
<PAGE>
5    TERM
     ----

     TERM.  This  Agreement  shall  commence and be deemed effective on the date
     when  fully executed (the "Effective Date"). This Agreement shall remain in
     effect  for a period of 5 years (the "Term) from the Effective Date and may
     be  renewed  at the option of the Licensee for a further period of 5 years.
     There  will  be no further Initial Fees due or payable for the privilege of
     extending  the  term.  The  Royalty  fees shall continue into the new term.


6    PAYMENTS  AND  FEES
     -------------------

     (a)  LICENSING  FEE.  Licensee  and/or  Poker.com  shall pay Licensor a one
          time,  non-refundable  fully  earned  fee  equal  to the consideration
          specified in Schedule "C" hereto as the "Initial Fee" in consideration
          of  Licensor's  consent  to  Licensee  to  use  the Licensors Software
          Program.  The  Licensor  shall  complete  a  Schedule  G hereto to the
          satisfaction  of  the  Licensee.

     (b)  ROYALTY  FEES.  Licensee  shall  pay  to Licensor a continuing monthly
          Royalty  fee  (which  includes  technical support costs) as set out in
          Schedule  "E". Royalty fees are payable to Licensor as a percentage of
          Gross Revenue from Skill Poker Tournaments and Rake from regular Poker
          and  Tournament  games.  Royalty payments shall be made within 30 days
          after  the end of each month. In the event the Licensee is at any time
          in  default  of  payment  of  the  Royalty fees for more than 15 days,
          Licensor  may immediately cancel this agreement without further notice
          unless  Licensor  in  writing  gives the Licensee an extension. In the
          event  a default occurs more than 2 times in any quarter, the Licensor
          shall  have the right to cancel this agreement without further notice.

     (c)  PAYMENTS AFTER TERMINATION. Upon termination of this Agreement for any
          reason  other  than the default of the Licensor, the Licensor shall be
          entitled  to  immediate  payments  and  partial payments that occurred
          prior  to the date of termination and for which the Transferor has not
          yet  been  paid.

     (d)  GOVERNMENT  LICENSING  FEES.  Licensee  will  be  responsible  for any
          government  licensing  fees.


7    TERMINATION
     -----------

     (a)  FAILURE TO PAY FEES. Licensor may terminate this Agreement at any time
          upon  10  days  written  notice  if  Licensee  is more than 15 days in
          arrears in paying any monthly fees due or owing to Licensor after same
          becomes  due  and  owing  under  the  terms  of  this  agreement.

     (b)  TERMINATION  FOR  BREACH. Licensee may terminate this Agreement at any
          time  upon  10 days notice if Licensor is materially in breach of this
          Agreement for a period of more than 15 days. Licensor shall be allowed
          to  cure  the  breach  during  the  notice  period,  thus  pre-empting
          Licensee's  ability to terminate the Agreement in accordance with this
          section.


                                        9
<PAGE>
     (c)  ACTS  OF  INSOLVENCY.  The  Licensor  may  terminate this Agreement by
          written  notice  to  the  Licensee  if the Licensee becomes insolvent,
          suffers  or  permits the appointment of a receiver for its business or
          assets,  becomes  subject  to  any  proceeding under any bankruptcy or
          insolvency  law  whether  domestic  or  foreign,  or  is  wound  up or
          liquidated,  voluntarily  or otherwise. If Licensor becomes insolvent,
          is  placed  in  receivership,  or  in  Bankruptcy, this Agreement will
          terminate  and  all  software  shall  be  returned  to  the  Licensor.

     (d)  CUSTOMER INFORMATION. Upon termination of this Agreement, all Customer
          Information  shall remain the sole and exclusive property of Licensee.

     (e)  RETURN OF SOFTWARE. Should this Agreement be terminated by Licensor on
          account of Licensee's default pursuant to this Agreement, the Licensor
          may repossess any and all Services by directing Licensee in writing to
          deliver all records, notes, data and memoranda of any nature, that are
          in  their  possession  or under their control, and return the Software
          Source  Code  and  any other Software programs, that Licensor provided
          Licensee,  within  fifteen (15) days to the Licensor and at Licensee's
          expense  to  the  nearest  convenient location of the Licensor. Should
          Licensee  terminate  this  Agreement  the same terms and conditions as
          above  apply  for  return  of  Software.

     (f)  FORCE  MAJEUR  EVENT.  In  the  event  that  either party is unable to
          perform  any  of its obligations under this Agreement, or to enjoy any
          of  its  benefits because of natural disasters, or communications line
          failure  not  the fault of the affected party (hereinafter referred to
          as  a "Force Majeure Event"), the party who has been so affected shall
          immediately  give  notice  to  the other party and shall do everything
          possible  to  resume  performance.  Upon  receipt  of such notice, all
          obligations  under  this  Agreement shall be immediately suspended. If
          the  period  of  nonperformance  exceeds  fifteen  (15)  days from the
          receipt  of notice of the Force Majeure event, the party whose ability
          to  perform  has  not  been  affected  may,  by giving written notice,
          terminate  this  Agreement.

     (g)  ILLEGAL  ACTS.  Licensee undertakes not to perform any illegal actions
          or  transactions  on  Licensees  Poker  card  room web site. Any adult
          content  and/or  proof of money laundering will be regarded as illegal
          acts  for  purposes  of  this  agreement. Upon written Notice from the
          Licensor  that  Licensee  is committing an illegal act, Licensee shall
          immediately  take  action  to  terminate the illegal act. If not cured
          within  5  days,  Licensor  may,  at  its  sole option, terminate this
          agreement  without  further  notice.  In the event the Licensee and/or
          their  Officers  and/or  Directors are convicted for any felony (other
          than  for  operating a Poker card room), Licensor shall have the right
          to  terminate  this  agreement  without  notice.


8    INDEMNIFICATION
     ---------------

     (a)  LIMITATION  ON  INDEMNIFICATION.  Except as otherwise provided herein,
          Licensee acknowledges and agrees that neither Licensor nor its agents,
          nor  any  of  their  respective  members,  shareholders,  directors,
          officers,  employees  or  representatives  (collectively the "Licensor
          Parties")  will  be  liable  to  the Licensee or any of the Licensee's
          customers  for  any  special,  indirect,  consequential,  punitive  or
          exemplary  damages,  or  damages  for  lost  profits  or  savings,  in
          connection  with this Agreement, its performance or breach. If despite


                                       10
<PAGE>
          the  foregoing  limitations, any of the Licensor parties should become
          liable  to  Licensee  or  any other person (a "Claimant"), the maximum
          aggregate  liability  of  the Licensor Parties shall be limited to the
          lesser  of the actual amount of loss or damage suffered by Claimant or
          the sum of Licensee's fees payable by the Licensee to Licensor for the
          3  months  prior  to  the  loss.

     (b)  ACTIVITIES  OF  LICENSEE.  Licensee  shall  indemnify, defend and hold
          harmless,  Licensor  and  its  agents  and  all  Licensor Parties (the
          "Indemnified Parties") from and against all damages, losses, costs and
          expenses  (including  actual  legal  fees  and  costs),  fines  and
          liabilities  incurred  by  or  awarded  against any of the Indemnified
          Parties in connection with Licensee's activities under this Agreement,
          including,  without  limitation,  claims  brought by a person using or
          relying on any advice given or publication produced and distributed by
          Licensee  or  by  any  Government  Agency.

     (c)  DISRUPTIONS. Licensee acknowledges that from time to time, as a result
          of  hardware failure, software failure, hurricanes, natural disasters,
          supplier  failures,  or  acts of God, the services provided under this
          Agreement  may  be  temporarily  disrupted.  Licensee acknowledges and
          agrees  that  neither  Licensor, its agents nor any Licensor employees
          will  be  liable  to  Licensee  or any of Licensee's customers for any
          special,  indirect,  consequential,  punitive or exemplary damages, or
          damages  for  loss  of  profits  or  savings, in connection with these
          temporary  disruptions.

     (d)  GOVERNMENT  ISSUES.  Licensor shall not be held liable for any damages
          of any kind which may result from any government legislation or policy
          which may affect or terminate this License or result in the Poker Card
          Room  being  shut  down.

9   CONFIDENTIALITY
    ---------------

     Licensee shall not disclose the Confidential Information of Licensor to any
     third  party  without  the  prior  written  consent  of Licensor, nor shall
     Licensee  disclose  the  terms  or  contents of this Agreement to any third
     party  who is not bound to maintain the confidentiality between the parties
     except  where  disclosure  is  required  by  SEC  rules  and  regulations.

10   GOVERNMENT  APPROVALS
     ---------------------

     The  Licensee  warrants  and  represents  that it has or will have obtained
     prior to commencing any activities pursuant to this Agreement, all required
     government  approvals and permits as of the date of this Agreement in order
     to  use and/or operate the Software as provided herein and will ensure that
     Licensee  holds  all  required government approvals and permits in order to
     use  the  Software in their Business, (including Internet gaming licenses),
     and  that they will maintain such approvals and permits throughout the term
     of  this  Agreement.

11   OBLIGATIONS  OF  LICENSOR
     -------------------------

     (a)  TO  PROVIDE  THE  RESOURCES.  Licensor  shall  provide  the  resources
          (excluding  the  URL and Web Page Design) to enable Licensee to create
          their  own  Poker  Card  room.

     (b)  TECHNICAL  SUPPORT.  Licensor  shall  provide  Licensee with technical
          support  .  Any  emergency  will  be  dealt  with  24/7.


                                       11
<PAGE>
     (c)  REPAIRS.  Licensor  shall  make  all  reasonable efforts to repair and
          correct (in an expedient manner) any problems that may arise from time
          to  time  which  would  cause  Licensee  to  be  unable to perform its
          obligations  under  this Agreement. Licensor shall be contactable 24/7
          to take urgent problem calls from the Licensee. The parties agree that
          the  calls must be of an urgent nature which would cover the following
          instances:

          a)   The  software  has  crashed
          b)   The  software  is  not  operating  in  a  manner that would allow
               players  to  play  the  game  in  a  normal  manner

     (d)  SKILL  POKER SOFTWARE: Licensor has agreed to develop for Licensee, if
          so  requested,  the software necessary for Licensee to operate a Skill
          Poker  game  utilizing  the  criteria  laid  out  in  the  Skill Poker
          Inventions which Licensee has acquired from Blue Diamond International
          Capital  Inc.  and  more  fully  described  in  Patent  Application
          #60/393,736.


12   OBLIGATION  OF  LICENSEE
     ------------------------

     (a)  CUSTOMER/TECHNICAL SUPPORT. Licensee will provide their customers with
          technical  support  on  a  24  hour 7 days a week basis. Licensor will
          provide  software  Technical  support  to  Licensee.

     (b)  OVERALL  GRAPHICS. Graphics for the Poker Cardroom shall be determined
          by  and  implemented  at  the  expense  of  Licensee.

     (c)  PAYMENT  OF  FEES. Licensee hereby undertakes to pay Licensor all fees
          and  royalties  as  due in terms of this agreement in a timely manner.

     (d)  PAYMENT  FOR  DEVELOPMENT  OF  SKILL POKER SOFTWARE. Licensee will pay
          Licensor  the  costs  of  development  of  the Skill Poker software as
          referred  to  in  clause  11(c)  above.

13   OPERATION  OF  SOFTWARE
     -----------------------

     (a)  URL'S.  Licensee  may  operate  their  Poker  website only as a single
          Domain  only  with  the  name  specified  in  Schedule  "B".

     (b)  WARRANTY.  Licensor  warrants that the Random Number Generator used by
          the  software  for  purposes  of  shuffling  cards are generated in an
          unbiased  manner.


14   INTELLECTUAL  PROPERTY
     ----------------------

     Except  as  otherwise  provided  for herein, the following provisions shall
     apply  with respect to copyrightable works, ideas, discoveries, inventions,
     applications  for  patents,  and  patents  (collectively,  "Intellectual
     Property"):

     (a)  LICENSEE'S INTELLECTUAL PROPERTY

          The  Licensee shall not hold any interest in any Intellectual Property
          except  for


                                       12
<PAGE>
          (i)  Copyrights  of  the website for Graphic or Graphic Design created
               by  or  for  the  Licensee;  and,

          (ii) The Skill Poker Software developed by Licensor for Licensee which
               may  not  be  copied  by  Licensor or licensed by Licensor to any
               third  party  unless  and  until  the  patent described in Patent
               Application  #60/393,736  has  been  abandoned  or  refused.

     (b)  DEVELOPMENT OF INTELLECTUAL PROPERTY

          Any  items  of  Intellectual  Property  discovered or developed by the
          Licensor (or the Licensor's employees) for the benefit of the Licensee
          during  the  term  of  this  Agreement, relating to Skill Poker, shall
          automatically become the property of the Licensee but may be copied by
          Licensor  for  re-sale any time after the patent referred to in Patent
          Application  #60/393,736  has  been  abandoned  or  refused.

15   ACCOUNTING
     ----------

     (a)  RECORDS.  Licensee shall track and maintain statistical records of all
          web  site  activity,  transactions and wagers placed in the poker card
          room  by  Licensees  customers which information will, at all times be
          available  to  Licensor. Licensee will be provided with a confidential
          access  code  to  enable  Licensee  to  access  the  report generator.
          Licensee  will  provide  to Licensor a copy of the confidential access
          code  to  enable  Licensor  to also access report generators. Licensee
          shall provide to Licensor at the end of each month a copy of the daily
          deposit amount and the daily rake. Licensee acknowledges that Licensor
          has  access  to the Poker data base but not to the players data base .

     (b)  ACCOUNTING  REPORTS. Licensee shall provide weekly accounting reports,
          as  required  and/or  as  requested  by  Licensor.

     (c)  ARCHIVE  PERIOD.  Licensee  shall  archive and maintain the accounting
          information  for  a  period  of  1  year.

16   CUSTOMER  DATA
     --------------

     DATABASE.  Licensee  shall  maintain  a  database  containing  the Customer
     Information.  Licensee  will  provide  Licensor  with  statistics  on total
     deposits,  average  player  deposits  , number of new players and number of
     sign-ups or other information that Licensor may require to maintain records
     and  calculate  Royalty  fees.


17   THE  GAMES
     ----------

     Licensor  and  its  agents  shall  determine  the  rake  and betting limits
     (excluding  Tournaments)  for  the  Poker tables from time to time in their
     sole  discretion which shall be competitive in relation to other poker card
     room  operators.  The  current  rakes are set out in Schedule "F". Further,
     Licensor  shall  provide  various Poker games as described in Schedule "A".
     Licensor  will  endeavor  to  provide  new  and  exciting  Poker games on a
     continuous  basis.


                                       13
<PAGE>
18   REGULATORY  ISSUES
     ------------------

     Licensee  shall  be  solely responsible for determining the jurisdiction in
     which it chooses to accept and/or to receive wagers. Licensee will not take
     money  wagers  from  the  citizens  of jurisdictions specified by Licensor.

19   WEB  SITE
     ---------

     Licensee shall construct and maintain the entire website where the Software
     is  to  be  made  available  to  Licensee's  customers.  The single Uniform
     Resource Locator ("URL") must be provided by Licensee to market their Poker
     Card  Room.

20   RELATIONSHIP OF PARTIES
     -----------------------

     Except  as specifically provided herein, nothing contained in the Agreement
     shall  be  construed  to constitute either party as a partner, employee, or
     agent  of  the other, nor shall either party have any authority to bind the
     other  in  any  respect,  it  being  intended  that  each  shall  remain an
     independent  contractor  responsible  for  its  own  actions.

     Furthermore,  it  is  understood  and agreed between the parties that for a
     period of two years from the effective date, the Licensee shall not employ,
     hire  or contract with or in any manner have any of the Licensors employees
     (including  consultants  actively  working  for  the  Licensor) work either
     directly  or  indirectly  for  the  Licensee or their associates or agents,
     without  the written approval of the Licensor, which may be refused without
     reason.

21   REPRESENTATION  OF  UNDERSTANDING
     ---------------------------------

     All  parties  and  signatories to this Agreement acknowledge and agree that
     the  terms  of this Agreement are contractual and not mere recital, and all
     parties and signatories represent and warrant that they have carefully read
     this  Agreement,  have  fully  reviewed its provisions with their attorney,
     know  and understand its contents and sign the same at their own free will.
     It  is  understood  and  agreed  by  all  parties  and  signatories to this
     Agreement  that  execution  of  this  Agreement may affect their rights and
     liabilities to a substantial degree and with the full understanding of that
     fact,  they represent that the covenants provided for in this Agreement are
     in  their  respective  best  interests.

22   CONSEQUENTIAL  DAMAGES
      ---------------------

     In  no  event shall either party be liable for consequential damages caused
     by  the  other  party  unless  there  is  negligence  by  either  party.


23   CONFIDENTIAL  AND  PROPRIETARY  INFORMATION
     -------------------------------------------

     Both  parties  recognize  that  they  have  and/or  shall  have copyrights,
     patents,  products,  costs,  business  affairs,  trade  secrets,  technical
     information,  product design information, and other proprietary information
     (collectively,  "Information")  which  are  valuable,  special,  and unique
     assets.

     (a)  LICENSEE'S BUSINESS INFORMATION


                                       14
<PAGE>
          The  Licensor agrees that the Licensor shall not knowingly distribute,
          either  orally  or written, any Information of the Licensee, including
          specific  operational  statistics or results, to a third party without
          the  prior  written  approval  of  the  Licensee.

     (b)  LICENSOR'S INTELLECTUAL PROPERTY
          The  Licensee agrees that the Software provided by the Licensor to the
          Licensee  is  the  sole  property  of  the  Licensor regardless of any
          payments,  fees  or  other  considerations made to the Licensor by the
          Licensee.

     (c)  UNAUTHORIZED DISCLOSURE OF INFORMATION

          If  it  appears  that either party has disclosed (or has threatened to
          disclose)  Information in violation of this Agreement, the other party
          shall  be  entitled  to an injunction to restrain the other party from
          disclosing,  in  whole or in part, such information, or from providing
          any  services to any party to whom such information has been disclosed
          or  may  be  disclosed pending resolution for any arbitration filed to
          resolve a dispute as it relates to this Agreement. Neither party shall
          be  prohibited  by  this  provision  from  pursuing  other  remedies,
          including  a  claim  for  losses  and  damages.

     (d)  CONFIDENTIALITY AFTER TERMINATION OF AGREEMENT

          The  confidentiality provisions of this Agreement shall remain in full
          force  and effect after the termination of this Agreement. A violation
          of  sub-paragraphs  24(a) or 24(b) above shall be a material violation
          of  this  Agreement.

25   ENTIRE  AGREEMENT
     -----------------

     This  Agreement  and  the  Schedules hereto constitute the entire Agreement
     between  the  parties  and  signatories  and  all prior and contemporaneous
     conversations,  negotiations,  possible  and  alleged  agreements,  and
     representations,  covenants,  and  warranties,  express or implied, oral or
     written,  with  respect  to  the  subject matter hereof, are waived, merged
     herein  and  superseded  hereby.  There  are  no  other  agreements,
     representations, covenants or warranties not set forth herein, the terms of
     this  Agreement  may  not  be  contradicted  by  evidence  of  any prior or
     contemporaneous  agreement.  The parties further intend and agree that this
     Agreement constitutes the complete and exclusive statement of its terms and
     no  extrinsic  evidence  whatsoever  may  be  introduced in any judicial or
     arbitration  proceeding,  if any, involving this Agreement. No part of this
     Agreement  may  be  amended or modified in any way unless such amendment or
     modification  is  expressed  in  a  writing  signed  by all parties to this
     Agreement.

26   FAXED  COPY
     -----------

     When  all  of  the  parties and signatories have executed this agreement it
     shall  become  effective.  A  faxed  copy  of this signed agreement will be
     binding  upon  the  parties  hereto.

27   GOVERNING  LAW  AND  JURISDICTIONAL  CONSENT
     --------------------------------------------

     This  Agreement,  including  all  mattes  of  construction,  validity  and
     performance,  shall be governed by and construed and enforced in accordance
     with  the  laws  of  the State of Washington, as applied to contracts made,
     executed and to be fully performed in such state by citizens of such state,


                                       15
<PAGE>
     without  regarding  to  its conflict of law rules. The parties hereto agree
     that  the  exclusive  jurisdiction and venue for any action brought between
     the  parties  under  this  Agreement  shall be the state and federal courts
     sitting  in  Seattle, Washington, and each of the parties hereby agrees and
     submits  itself  to  the  jurisdiction  and  venue  of such courts for such
     purpose.

28   NOTICES
     -------

     All  notices  or other documents under this Agreement shall be by email and
     in  writing  and  delivered personally or mailed by certified mail, postage
     prepaid,  addressed  to  the party being noticed at its last known address.

29   NON-WAIVER
     ----------

     The failure of any party to insist upon the prompt and punctual performance
     of  any term or condition in this Agreement, or the failure of any party to
     exercise  any  right or remedy under the terms of this Agreement on any one
     or  more occasions shall not constitute a waiver of that or any other term,
     condition,  right,  or  remedy  on  that or any subsequent occasion, unless
     otherwise  expressly  provided  for  herein.

30   HEADINGS
     --------

     Headings  in  this Agreement are for convenience only and shall not be used
     to  interpret  or  construe  its  provisions.

31   BINDING  EFFECT
     ---------------

     The  provisions  of  this  Agreement shall be binding upon and inure to the
     benefit of each of the parties and their respective successors and assigns.
     Nothing  expressed  or  implied  in this Agreement is intended, or shall be
     construed,  to confer upon or give any person, partnership, or corporation,
     other  that  the  parties,  their  successors and assigns, any benefits, or
     rights  under  or  by reason of this Agreement, except to the extent of any
     contrary  provision  herein  contained.

32   AUTHORITY
     ---------

     The  parties  hereto  represent  and warrant that they possess the full and
     complete authority to covenant and agree as provided in this Agreement and,
     if applicable, to release other parties and signatories as provided herein.
     If  any  part  thereto  is  a  corporation,  the  signatory  for  any  such
     corporation  represents  and  warrants  that they possess the authority and
     have  been  authorized  by  the  corporation  to enter into this Agreement.


33   ATTORNEY'S  FEES
     ----------------

     Should it be necessary to institute any action to enforce the terms of this
     Agreement,  the  parties hereby agree that the prevailing party in any such
     action  shall  be entitled to recover its reasonable attorneys' fees, which
     shall  include all costs of litigation, including, but not limited to court
     costs,  filing  fees,  and  expert  witness  fees but shall not include any
     traveling  expenses. Further, the attorney fees and costs include the costs
     for  any  appeals.  This  paragraph shall remain separate from any judgment
     entered  to  enforce  its  terms  and shall entitle the prevailing party to


                                       16
<PAGE>
     attorneys  fees  and  costs  incurred  in  connection  with  post  judgment
     collection  and  enforcement  efforts.

34   SEVERABILITY
     ------------

     If  any  provision  of  this  Agreement  is  held  by  an  arbitrator to be
     unenforceable  or  invalid for any reason, the remaining provisions of this
     Agreement  shall  be unaffected by such holding. If the invalidation of any
     such  provision  materially  alters  the agreement of the parties, then the
     parties shall immediately adopt new provisions to replace those, which were
     declared  invalid.

35   SCHEDULES  INCORPORATED  BY  REFERENCE
     --------------------------------------

     All  schedules  referred to herein are incorporated by reference and are so
     incorporated  for  all  purposes.

35   ASSIGNMENT  OF  THIS  AGREEMENT
     -------------------------------

     This  License  agreement  may not be sold assigned, pledged, encumbered, or
     transferred by the Licensee without the written consent of Licensor, not to
     be  unreasonably  withheld.

36   NOTICE  BY  EMAIL     Licensor and Licensee may give Notice to each other
     -----------------
     by  email  which will be binding upon the parties hereto provided a copy of
     the  email  is  faxed  or  sent  by  mail  to the other party within 3 days
     thereafter.


______________________________________________
POKERSOFT  CORPORATION  A.V.V.  -  LICENSOR



______________________________________________
SKILL POKER.COM INC.     -     LICENSEE



______________________________________________
POKER.COM INC. -     POKER.COM


                                  SCHEDULE "A"
                                  ------------


THE CURRENT GAMES being provided by the Licensor to the Licensee are as follows:

     Texas Holdem Poker, single table tournaments and other games of Poker.


--------------------------------------------------------------------------------


                                       17
<PAGE>
                                  SCHEDULE "B"
                                  ------------


LICENSEE'S URL to be used as the domain name for the gateway page is     'SKILL
POKER.COM'


--------------------------------------------------------------------------------


                              SCHEDULE "C"
                              ------------


The Initial Fee shall hall be the sum of   $30,000  payable on signing hereof
and, subject to the availability of exemption from registration and from
prospectus, 3,000,000 shares of the capital stock of Poker.com Inc.


--------------------------------------------------------------------------------


                                  SCHEDULE "D"
                                  ------------

LOCATION OF SERVERS
-------------------

Licensee shall maintain the computer servers in Vancouver, Canada  or any other
jurisdiction of its choice.


--------------------------------------------------------------------------------


                                  SCHEDULE "E"
                                  ------------

THE ROYALTY FEE (WHICH INCLUDES TECHNICAL SUPPORT):

          [The remainder of this page has been intentionally left blank]






                                       18
<PAGE>