EXHIBIT  10.1

                      ASSET PURCHASE & ASSIGNMENT AGREEMENT

THIS AGREEMENT dated the 13 day of February 2003.

BETWEEN:
          BLUE  DIAMOND  INTERNATIONAL  CAPITAL  INC.

          (herein called the "VENDOR")

                                                               OF THE FIRST PART
AND:
          SKILL POKER.COM INC.
          a corporation incorporated pursuant to the
          laws of the state of Washington and having an
          office at 210 - 1166 Alberni Street,
          Vancouver, British Columbia, Canada

          (herein called the "PURCHASER")

                                                              OF THE SECOND PART
AND:
          POKER.COM,  INC.,
          a corporation incorporated pursuant to the
          laws of the state of Florida
          and having an office at
          210 - 1166 Alberni Street,
          Vancouver, British Columbia, Canada

          (herein called the "POKER.COM")

                                                               OF THE THIRD PART
WITNESSES  THAT  WHEREAS:

A.          The Vendor has acquired all right, title and interest, in the United
States  of  America  and  the  world, in and to certain inventions related to "A
method  for  Determining  Skill  in  a  Tournament  Setting"  (the  "SKILL POKER
INVENTIONS"), as disclosed in the proposed patent application attached hereto as
Schedule  "B" (the "SKILL POKER PATENT APPLICATION") and the five (5) registered
Internet  Domain Names "skillpoker.com", "skillblackjack.com", "skillomaha.com",
"skillholdem.com"  and  "skillstud.com"  (collectively,  the  five  (5) Internet
Domain  Names  and  the  Skill  Poker  Application are referred to herein as the
"Skill  Poker  Inventions");

B.          The  Vendor  is  desirous  of  selling,  assigning, transferring and
relinquishing  to  the  Purchaser all of its right, title and interest in and to
the Skill Poker Inventions, on those terms and conditions hereinafter set forth;


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                                      -2-

C.          The  Purchaser  is  desirous  of  purchasing  and acquiring from the
Vendor  and confirming that it has acquired all right, title and interest in the
United States of America and the world, in and to the Skill Poker Inventions, on
those  terms  and  conditions  hereinafter  set  forth;

NOW  THEREFORE  in  consideration  of the promises and the respective covenants,
agreements  representations  and  warranties of the parties herein contained and
for  other good and valuable consideration (the receipt and sufficiency of which
is  hereby  acknowledged)  the  parties  hereto  covenant  and agree as follows:

1         DEFINITIONS  AND  INTERPRETATION
          --------------------------------

1.1       For  the  purposes  of this  Agreement,  unless  the context otherwise
requires,  the  following  terms will have the respective meanings set out below
and  grammatical  variations  of  such  terms  will have corresponding meanings:

     (a)  "Agreement"  means  this  Asset  Purchase  &  Assignment  Agreement;

     (b)  "Closing  Date"  means February 28, 2003 or such earlier or later date
          as  the  parties  agree;

     (c)  "Derivative  Additional Patent Application" means any and all existing
          or future substitute, divisional, continuation or continuation in-part
          patent  applications  and  /  or  issued  patents deriving directly or
          indirectly  either  in  whole  or  in part from the Skill Poker Patent
          Application  or  the  Skill Poker Inventions and any Additional Patent
          Applications;


          (ii) all  revenues,  receipts  and monies received by the Purchaser in
               connection  with  any  advertising,  subscription,  sponsorship,
               deposits  or  awards  or  other  payments  to  the  Purchaser  in
               connection  with the utilization of the Skill Poker Inventions or
               any  Derivative  Additional  Patent  Applications;

     (d)  "Licence  Fee"  means  all  revenues,  receipts,  monies,  milestone
          payments, equity, royalties, license fees and the fair market value of
          all  other  consideration directly or indirectly collected or received
          whether  by  way of cash, or credit or any barter, benefit, advantage,
          or  concession  received  by  the  Purchaser  pursuant to each license
          agreement  relating  to  the  Skill  Poker  Inventions  and  /  or any
          Derivative  Additional  Patent  Applications;


          (ii) all revenues, receipts and monies received by any licensee of the
               Purchaser  or  Purchaser  Affiliates  in  connection  with  any
               advertising,  subscription,  sponsorship,  deposits  or awards or
               other  payments  in  connection with the utilization of the Skill
               Poker  Inventions  and  /  or  any  Derivative  Additional Patent
               Applications;

     (e)  "Purchase  Price"  means


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                                      -3-

          (i)  Fifty  Thousand  United  States  Dollars  (USD$50,000);

          (ii) 3,000,000  common  shares  of  Poker.com;

          (iii)the  greater  of USD$3,500 per month or 4% of the monthly Gross
               Revenue  during  the  period  commencing on Closing and ending on
               December  31,  2099;  and

          payable  to the Vendor for all of the right, title and interest of the
          Vendor  in and to the Skill Poker Inventions, as provided in Section 3
          herein;

     (f)  "Purchaser's  Affiliates"  means  a  corporation  that is a subsidiary
          corporation  of  the  Purchaser;

     (g)  "Skill Poker Patent Application" means the proposed patent application
          and  filing  receipt  attached  as  Schedule  B to this Agreement; and

     (h)  "Time  of  Closing"  means  11:00  a.m.  PST  on  the  Closing  Date.

1.2       The  division  of  this  Agreement  into  sections and subsections and
the  insertion  of  headings  are for convenience of reference only and will not
affect  the  interpretation  of this Agreement.  Unless otherwise indicated, any
reference  in  this Agreement to a section or subsection refers to the specified
section  or  subsection  of  this  Agreement.

1.3       In  this  Agreement,  words  importing  the  singular number only will
include  the  plural  and  vice  versa,  words importing gender will include all
genders  and  words  importing  persons  will include individuals, corporations,
partnerships,  associations,  trusts, unincorporated organizations, governmental
bodies  and  other  legal  or  business  entities  of  any  kind  whatsoever.

1.4       In  this  Agreement  "hereof",  "herein",  "hereby",  "hereto"  and
similar terms refer to this Asset Purchase & Assignment Agreement and not to any
particular  clause,  paragraph  or  other part of this Agreement.  References to
particular  clauses  are to clauses of this Agreement unless another document is
specified.

1.5       In  this  Agreement  "including" means including without limitation or
prejudice  to  the  generality  of  any  description, definition, term or phrase
preceding  that  word,  and  the  word  "include"  and  its  derivatives will be
construed  accordingly.

2         PURCHASE  AND  SALE  --  ASSIGNMENT
          -----------------------------------

2.1       For  and  in  consideration  of  the  covenant  and  agreement  of the
Purchaser  to  pay  the  Purchase  Price  to  the Vendor as herein provided, the
sufficiency  of  which  is  hereby acknowledged by the Vendor, the Vendor hereby
confirms  that  the  Vendor  has  subject  to  the terms of this Agreement sold,
assigned  and  transferred,  and  by these presents does hereby sell, assign and
transfer  to  the  Purchaser  the entire right, title and interest in the United
States  of  America  and  in  the  world  in  and to the Skill Poker Inventions,
including  without  limitation:

     (a)  all  right,  title and interest in the United States of America and in
          the  world in, to and under the Skill Poker Patent Application and any
          registration  issuing  thereunder  and any other patents for the Skill
          Poker  Inventions,  anywhere  in  the  world;


<PAGE>
                                      -4-

     (b)  the  right  to  file the Skill Poker Patent Application and additional
          patent  applications  in  any country for said Skill Poker Inventions,
          and  to  do so in its own name (such applications hereinafter referred
          to  as  "Additional  Patent  Applications");

     (c)  all  right,  title and interest in the United States of America and in
          the  world  in  Derivative  Additional  Patent  Applications;

     (d)  all  right,  title and interest in the United States of America and in
          the world, in, to and under all patents granted directly or indirectly
          on  or  as  a  result  of  the  Skill  Poker  Patent  Application, any
          Additional  Applications,  and  any  Derivative  Applications, and any
          reissues,  renewals  or  extensions  thereof;

     (e)  the  right  to  claim  benefits  available  in  any  country under the
          International  Convention  For  The Protection of Industrial Property,
          and  any  like  treaties  or  laws;  and

     (f)  the  right  to  claim  and  to  the  benefit  of  any  priority  dates
          established  by  the  Skill Poker Inventions or the Skill Poker Patent
          Application;

free  and  clear  of all encumbrances, the same to be owned, held and enjoyed by
the  Purchaser and its his successors and assigns as fully and exclusively as it
would  have  been  held  and enjoyed by the Vendor had this sale, assignment and
transfer  not  been  made.

3         PAYMENT  OF  THE  PURCHASE  PRICE
          ---------------------------------

3.1       The Purchaser will pay the Purchase Price to the Vendor as follows:

     (a)  on  the  Closing  Date and subject to the terms of this Agreement, the
          sum  of  Fifty  Thousand United States Dollars (USD$50,000.00) by wire
          transfer  to  the  account  of  the  Vendor

     (b)  on  the  Closing  Date  and  subject  to  the terms of this Agreement,
          3,000,000  common shares in the capital stock of Poker.com, Inc.; and,

     (c)  at those times specified in Schedule A attached hereto, the balance of
          the  Purchase  Price  in  those amounts specified in that schedule, by
          wire  transfers  to  the  account of the Vendor in accordance with the
          instructions  specified  in  section  3.1(a) or to such other account,
          with  the account number of the Vendor being such number as the Vendor
          shall  have  advised  the  Purchaser in writing prior to the date upon
          which  such  payment  is  required  to  be  made.

4         SECURITY  INTEREST
          ------------------


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                                      -5-

4.1       The  Purchaser  hereby  grants  to the Vendor a security interest (the
"Security  Interest")  in  the  Skill  Poker  Inventions  and  /  or  Derivative
Additional  Patent  Applications and in all of the Purchaser's rights, title and
interest  in  the  Skill  Poker Inventions and / or Derivative Additional Patent
Applications,  to  secure  payment  of  the  Purchase Price due to the Vendor in
accordance  with  the  terms  of  this Agreement.  The Purchaser agrees that the
Security  Interest  will  attach  to  the  patent and Skill Poker Inventions and
Derivative  Additional  Patent  Applications  immediately  on  execution of this
Agreement  and that, to the extent necessary to give full effect to the Security
Interest,  the  clause is intended to constitute a security agreement as defined
in  Title  62ARCW Uniform Commercial Code of the State of Washington, as amended
from  time  to  time.  This Security Agreement is separate from and will survive
the  termination,  expiry  or  disclaimer  of  the  remaining provisions of this
Agreement.  If  the Purchaser fails to make due payment of the Purchase Price in
accordance  with  the  terms  of  this  Agreement,  the Vendor itself, or by its
agents,  employees,  or  by a receiver appointed by the Vendor, may realize upon
the Skill Poker Inventions and /or any Derivative Additional Patent Applications
and  enforce  the  Security  Interest  by all or any of the remedies, methods or
proceedings  authorized  or  permitted  by law, including without limitation all
rights,  remedies  and  methods  available  to a secured party under the Uniform
Commercial  Code  and  any  other similar statutes from time to time in force in
State  of  Washington.

4.2       Should  the  Purchaser  through  either  voluntary  or  involuntary
proceedings,  declare  or  become  bankrupt  or  insolvent, or cease to carry on
business  in  the  ordinary  course,  the  Skill  Poker  Inventions and / or any
Derivative  Additional Patent Applications and all rights, title and interest in
the  Skill Poker Inventions and/or any Derivative Additional Patent Applications
will  again  become  the  property  of  the  Vendor.


5         REPRESENTATIONS  AND  WARRANTIES  OF  THE  VENDOR
          -------------------------------------------------

5.1       The  Vendor  represents  and  warrants  to  the  Purchaser  and  to
Poker.com  with the intent that the Purchaser and Poker.com will rely thereon in
entering  into  this  Agreement,  that:

     (a)  the  Vendor  is a corporation duly incorporated, validly existing, and
          in  good standing under the laws of the British Virgin Islands and has
          the power, authority, and capacity to enter into this Agreement and to
          carry  out  its  terms;

     (b)  the execution and delivery of this Agreement and the completion of the
          transaction  contemplated hereby have been duly and validly authorized
          by  all necessary corporate action on the part of the Vendor, and this
          Agreement  constitutes  a  valid  and binding obligation of the Vendor
          enforceable  against  the  Vendor  in  accordance  with  its  terms;

     (c)  the  Vendor  is  the  legal  and  beneficial  owner of the Skill Poker
          Inventions,  free and clear of all encumbrances whatsoever, and is not
          a party to or bound by any contract or any other obligation whatsoever
          that  limits  or  impairs  its  ability  to  sell, transfer, assign or
          convey,  or  that  otherwise  affects,  the  Skill  Poker  Inventions;

     (d)  the  Vendor  has  the  right to convey, assign and transfer all of the
          right,  title and interest in the Skill Poker Inventions in the manner
          provided  herein;


<PAGE>
                                      -6-

     (e)  no person other than the Purchaser has been granted any interest in or
          right  to  use  the  Skill  Poker  Inventions  or any portion thereof;

     (f)  the  Vendor is not aware of any claim of infringement (or the inducing
          of  or  contribution to the infringement) of any intellectual property
          rights  of  any  other  person arising from the use of the Skill Poker
          Inventions,  nor  has  the  Vendor received any notice that use of the
          Skill  Poker  Inventions  infringes  upon or breaches or will infringe
          upon  or  breach any intellectual property rights of any other person;

     (g)  the  Vendor  has  not  been  provided  with any offering memorandum or
          similar  disclosure  document,  including  financial  information,  in
          respect  of  Poker.com's  current  or  proposed  business  activities;

     (h)  the Vendor has such knowledge and experience in financial and business
          matters  as  to  be  capable  of evaluating the merits and risks of an
          investment  in  the  common shares of Poker.com (the "Securities") and
          the  Vendor  is  able  to bear the economic risk of loss of its entire
          investment;

     (i)  Poker.com  has provided to the Vendor the opportunity to ask questions
          and  receive  answers  concerning  the  terms  and  conditions  of the
          offering  and  it  has  had  access  to  such  information  concerning
          Poker.com  as it has considered necessary or appropriate in connection
          with  its  investment  decision  to  acquire  the  Securities;

     (j)  the  Vendor  is  acquiring  the  Securities  for  its own account, for
          investment  purposes  only  and  not  with  a  view  to  any  resale,
          distribution  or  other  disposition of the Securities in violation of
          the  United  States  or  British  Columbia  securities  laws;

     (k)  the  Vendor understands that the Securities have not been and will not
          be  registered  under the Securities Act or the securities laws of any
          state  of  the  United States and that the sale contemplated hereby is
          being  made  in  reliance  on  an  exemption  from  such  registration
          requirements;

     (l)  the Vendor understands that the Securities are being offered without a
          prospectus  being  filed  with any securities commission in Canada and
          that  the  sale  contemplated  hereby  is being made in reliance on an
          exemption  from  prospectus  requirements  in  Canada;

     (m)  the Vendor has not purchased the Securities as a result of any form of
          general solicitation or general advertising, including advertisements,
          articles,  notices or other communications published in any newspaper,
          magazine  or  similar media or broadcast over radio, or television, or
          any  seminar  or  meeting whose attendees have been invited by general
          solicitation  or  general  advertising;

     (n)  if  the Vendor decides to offer, sell or otherwise transfer any of the
          Securities,  it will not offer, sell or otherwise transfer any of such
          Securities  directly  or  indirectly,  unless:


<PAGE>
                                      -7-

          (i)  the  sale  is  to  Poker.com;  or

          (ii) the  sale  is  made  outside  the  United States in a transaction
               meeting  the  requirements  of Rule 904 of Regulation S under the
               Securities  Act  and in compliance with applicable local laws and
               regulations;  or

         (iii) the  sale is  made outside of the Province of British Columbia in
               a  transaction  meeting  the  requirements  of  Multi-Lateral
               Instrument  45-102  under  Canadian  securities  law;  or

          (iv) the  sale is made pursuant to the exemption from the registration
               requirements  under the Securities Act provided by Rule 144 there
               under  and  in accordance with any applicable state securities or
               "Blue  Sky"  laws;  or

          (v)  the  Securities  are  sold in a transaction that does not require
               registration  under  the  Securities  Act or any applicable state
               laws  and regulations governing the offer and sale of securities,
               and  it  has prior to such sale furnished to Poker.com an opinion
               of  counsel  reasonably  satisfactory  to  Poker.com;

     (o)  the  certificates  representing  the  Securities  will  bear  a legend
          stating  that  such  Securities  have  not  been  registered under the
          Securities  Act  or  the  securities  laws  of any state of the United
          States and may not be offered for sale or sold unless registered under
          the Securities Act and the securities laws of all applicable states of
          the  United States or an exemption from such registration requirements
          is  available;

     (p)  the certificate representing the Securities will bear a legend stating
          that  such  Securities  shall  not  be  traded, unless permitted under
          securities  legislation,  until the earlier of (i) the date that is 12
          months  and  a  day after the date the issuer first became a reporting
          issuer  in  any  of  Alberta, British Columbia, Manitoba, Nova Scotia,
          Ontario,  Quebec and Saskatchewan, if the issuer is a SEDAR filer; and
          (ii)  the  date that is 12 months and a day after the later of (A) the
          distribution  date,  and  (B)  the  date the issuer become a reporting
          issuer  in  the  local jurisdiction of the purchaser of the securities
          that  are  the  subject  of  the  trade;

     (q)  the  Vendor  understands  and  agrees  that  there may be material tax
          consequences  to  the  undersigned of an acquisition or disposition of
          the  Securities.  Neither the Purchaser nor Poker.com give any opinion
          and make no representation with respect to the tax consequences to the
          undersigned under United States, Canadian, state, provincial, local or
          foreign  tax  law  of  the undersigned's acquisition or disposition of
          such  Securities;  and

     (r)  the  Vendor have been represented by independent counsel in connection
          with this Agreement and the matters related hereto. Any fees, expenses
          or costs associated with such representation shall be the sole expense
          and  obligation  of  the  Vendor.


<PAGE>
                                      -8-

6         COVENANTS  OF  THE  VENDOR
          --------------------------

6.1       The  Vendor  hereby  covenants and agrees to do all such things and to
execute  or  obtain  execution  without  further  consideration, and in a timely
manner,  of  such  further  lawful documents, assurances, applications and other
instruments  as  may  be reasonably required to make and prosecute at Purchasers
cost  any  and  all  patent  applications  in  the  United States of America and
anywhere  else  in  the  world  on  the  Skill  Poker Inventions; to enforce, at
Purchasers  cost, any patents arising from or out of the Skill Poker Inventions,
the  Skill Poker Patent Application and any and all patents in the United States
of America, Canada or elsewhere on the Skill Poker Inventions, and to confirm in
the Purchaser or its successors and assigns, legal title in the United States of
America,  and  anywhere  else  in  the world, to the Skill Poker Inventions, the
Skill  Poker  Patent  Application,  all  Additional  Applications and Derivative
Applications  and  all  United  States  patents  and United States applications,
Canadian  patents  and  Canadian  patent  applications  and any other patents or
applications  for patents, anywhere in the world, on the Skill Poker Inventions.

6.2       The Vendor shall  complete  and  execute  the  Investor  Questionnaire
attached  as  Schedule  B  to  this  Agreement  prior  to  the  Closing  Date.

7         REPRESENTATIONS  OF  THE  PURCHASER  AND  POKER.COM
          ---------------------------------------------------

7.1       The  Purchaser  and  Poker.com  represent and warrant to the Vendor as
follows, with the intent that the Vendor will rely thereon in entering into this
Agreement  that:

     (a)  the  Purchaser  and  Poker.com  are  corporations  duly  incorporated,
          validly  existing,  and  in  good  standing under the laws of State of
          Washington  and  Florida,  respectively and have the power, authority,
          and  capacity to enter into this Agreement and to carry out its terms;
          and

     (b)  the execution and delivery of this Agreement and the completion of the
          transactions  contemplated hereby has been duly and validly authorized
          by  all  necessary  corporate  action on the part of the Purchaser and
          Poker.com,  and  this  Agreement  constitutes  a  valid  and  binding
          obligation  of  the  Purchaser  and  Poker.com  in accordance with its
          terms.

8         COVENANTS  OF  THE  PURCHASER  AND  POKER.COM
          ---------------------------------------------

8.1       The  Purchaser  hereby  covenants  and  agrees  that,  except  for
licensing  the  Skill  Poker  Inventions  and  any  Derivative Additional Patent
Applications  and  as  otherwise  provided  for  in  this  Agreement,  until the
Purchaser  has  made payments to the Vendor equalling or exceeding an aggregate,
the  Purchaser  will not assign, transfer, relinquish, dispose of or encumber in
any  manner  any right, title, benefit or interest in and /or to the Skill Poker
Inventions  and  /  or  the Skill Poker Patent Application and/or any Derivative
Additional  Patent Applications without the prior written consent of the Vendor.
In the event of any assignment, transfer or sale or other form of disposition of
the  Skill Poker Inventions and / or the Skill Poker Patent Application and / or


<PAGE>
                                      -9-

any  Derivative  Additional  Patent Applications by the Purchaser, the terms and
conditions  as setforth herein in relation to the utilization of the Skill Poker
Inventions  and  /  or  the Skill Poker Patent Application and/or any Derivative
Additional  Patent Applications shall survive and will remain in full effect for
the  term  of  the  agreement.  For the purposes of this Section, payments shall
include all amounts paid by the Purchaser or Poker.com to the Vendor as provided
for  in  Section  3.1 herein including any proceeds on sale by the Vendor of the
common  shares  that the Vendor receives on the Closing.  For clarity, if at the
time  of any such sale, the Vendor holds any of the common shares it received on
the  Closing  Date,  those  common shares so held will be deemed to be valued at
US$0.01  per  share  for  the  purposes  of  this  Section.

8.2       Poker.com  agrees  that  the Vendor shall be permitted to nominate one
person  to the board of directors of the Purchaser and that Poker.com will cause
such  person  to  be  elected  to  such  board.

9.        LICENSE  BACK  TO  VENDOR
          -------------------------

9.1       The  Purchaser  hereby  grants  to  the  Vendor  an  exclusive,
irrevocable,  worldwide,  perpetual  license  to  use the Skill Poker Inventions
and/or  any  Derivative  Additional  Patent  Applications  for  the development,
support  and  operation  of:

     (a)  other  games  which  are  not based upon or similar to "poker", "poker
          like",  "blackjack"  or "blackjack like" games. For greater certainty,
          the  foregoing  license  does  not  permit the Vendor to use the Skill
          Poker  Inventions  and  /  or  any  Derivative  Additional  Patent
          Applications  in  respect  of  any  "poker", "blackjack" or "any like"
          games  regardless  of  the name of such other games. The above license
          includes  the  right  to  grant  sublicenses  to  use  the Skill Poker
          Inventions  and / or any Derivative Additional Patent Applications for
          the  development,  support  and operation of games which are not based
          upon  or  similar  to "poker", "poker like", "blackjack" or "blackjack
          like"  games,  provided  that  the  terms  of the sublicenses shall be
          subject to the same terms and conditions as set out in this Agreement.

     (b)  land  based  "poker",  "poker  like",  "blackjack" or "blackjack like"
          games  where  the  players meet in a physical sense for the playing of
          the  games  and tournaments but is not restricted to the meeting place
          to  a facility on land and may include a meeting place on the water or
          in  the  air.  For  greater  certainty, the foregoing license does not
          permit  the  Vendor  to  use  the  Skill Poker Inventions and / or any
          Derivative  Additional  Patent Applications in respect of any "poker",
          "blackjack"  or  "any like" games regardless of the name of such other
          games  except  where  participants  meet  in a physical location as is
          presently  characterized  by  bricks  and  mortar Poker Card Rooms and
          Casinos  or  on  water  or  in the air. The foregoing license does not
          apply  to  virtual or online environment. The playing of the games and
          tournaments  are not restricted to only cards or betting chips and may
          be  augmented  through  the electronic representation of the cards and
          other  functions  so as to facilitate the tournament principles of the
          Skill  Poker  Inventions  and  /  or  any Derivative Additional Patent
          Applications.  The  above  license  included  the  right  to  grant
          sublicenses  to  use  the  Patent  and  / or any Derivative Additional
          Patent Applications for the development, support and operation of land
          based  "poker",  "poker  like", "blackjack" or "blackjack like" games,
          provided  that  the  terms  of the sublicenses shall be subject to the
          same  terms  and  conditions  as  set  out  in  this  Agreement.


<PAGE>
                                      -10-

This  license  is granted to the Vendor without any consideration payable to the
Purchaser  either  by  way  of  licensing  or  maintenance  fees.

9.2       In  the  event  that  the  Purchaser  licenses any  of the Skill Poker
Inventions and / or any Derivative Additional Patent Applications, the Purchaser
will pay to the Vendor 20% of any upfront fee that the Purchaser receives on any
such  license.  In addition, the Purchaser will provide in any such license, for
License  Fees  to  the  Purchaser to be at least 4% of the License Gross Revenue
from  the  license  of  the  Skill  Poker  Inventions. The Purchaser will on the
receipt  of  such  License  Fee  from  the licensee pay to the Vendor 4% of such
License  Gross  Revenue monthly and in arrears.  The Purchaser will use its best
commercial  efforts  to  collect  any  receivables  owing  to it by any license.

9.3       The  Purchaser  will  undertake  the  management  and  reasonable
commercial  expense to ensure that a patent is filed in the United States Patent
Office  and  a  PCT Patent Application is submitted in connection with the Skill
Poker Patent Application and will promptly notify the Vendor when such patent is
filed.

9.4       The  Purchaser  will  pay  to  the  Vendor  20% of any lump sum damage
awarded,  settled,  or agreed to by the Purchaser that is paid and remitted by a
third  party  to  the  Purchaser  for patent infringement in connection with the
Skill Poker Inventions.  In addition, the Purchaser will pay to the Vendor 4% of
the  total  gross  revenue paid from any such third party in connection with the
same.  For  the  purpose  of  this  paragraph, the Purchaser will be entitled to
deduct all legal fees and other expenses incurred by the Purchaser in connection
with any claim of patent infringement as against a third party from any lump sum
or  on  going  payment prior to calculating the percentage of same to be paid to
the  Vendor  herein.  The  Purchaser  will  use  its  best commercial efforts to
enforce  or  claim  against  patent  infringement.

9.5       The Purchaser  makes  no  representations,  conditions  or warranties,
either  express  or implied, with respect to the Skill Poker Inventions and / or
any Derivative Additional Patent Applications. Without limitation, the Purchaser
specifically  disclaims  any  implied warranty, condition or representation that
the  Skill  Poker  Inventions  and  /  or  any  Derivative  Additional  Patent
Applications:

          (a)  correspond with a particular description;

          (b)  are of merchantable quality;

          (c)  are fit for a particular purpose; or

          (d)  are durable for a reasonable period of time.

The  Purchaser  is  not  liable  for  any  loss,  whether direct, consequential,
incidental  or special, which the Vendor suffers arising from any defect, error,
fault  or failure to perform with respect to the Skill Poker Inventions and / or
any  Derivative  Additional  Patent Applications that are licensed to the Vendor


<PAGE>
                                      -11-

hereunder,  even  if  the  Purchaser  has been advised of the possibility of the
defect,  error,  fault  or  failure.  The  Vendor  acknowledges that it has been
advised  by the Purchaser to undertake its own due diligence with respect to the
Skill  Poker  Inventions and / or any Derivative Additional Patent Applications.

9.6       The Vendor agrees that nothing in this agreement is to be construed
as:

     (a)  a  warranty or representation by the Purchaser that it owns any right,
          title  or  interest  in  the  Skill  Poker  Inventions  and  /  or any
          Derivative Additional Patent Applications or that anything made, used,
          sold  or  otherwise  disposed  of  under  the  license granted in this
          agreement  to  the  Vendor  is  or  will  be free from infringement of
          patents,  copyrights,  trade-marks,  industrial  design  or  other
          intellectual  property  rights;

     (b)  an  obligation  by the Purchaser to bring, prosecute or defend actions
          or  suits  against  third  parties  for  infringement  of  patents,
          copyrights,  trade-marks,  industrial  designs  or  other intellectual
          property  or  contractual  rights;  or

     (c)  the  conferring by the Purchaser of the right to use in advertising or
          publicity  the  name  of the Purchaser or the Purchasers' trade-marks.

9.7       Notwithstanding Article  9.6,  if there is an  alleged infringement of
the  Skill Poker Inventions and/or any Derivative Additional Patent Applications
or  any  right  with respect to the Skill Poker Inventions and/or any Derivative
Additional  Patent  Applications  or,  the  Vendor  may,  on receiving the prior
written  consent  of  the  Purchaser,  prosecute  litigation  designed to enjoin
infringers  of  the  Skill  Poker  Inventions and / or any Derivative Additional
Patent  Applications.  Provided  that  it  has  first  granted its prior written
consent,  the Purchaser agrees to reasonably co-operate to the extent of signing
all  necessary  documents  and  to vest in the Vendor the right to institute the
litigation,  provided  that  all  the  direct and indirect costs and expenses of
bringing  and conducting the litigation or settlement are paid by the Vendor and
in  this  case  all  recoveries  are  for  the  benefit  of  the  Vendor.

9.8       If  any  complaint  alleging  infringement  of  any  patent  or  other
proprietary  rights  is  made  against the Vendor or a sublicensee of the Vendor
with  respect  to  the use of the Skill Poker Inventions and / or any Derivative
Additional  Patent  Applications  licensed  by  the  Purchaser  to  the  Vendor
hereunder,  the  following  procedure  must  be  adopted:

          (a)  the  Vendor  must promptly notify the Purchaser on receipt of the
               complaint  and  must  keep  the  Purchaser  fully informed of the
               actions  and  positions  taken  by  the  complainant and taken or
               proposed  to  be  taken  by  the  Vendor on behalf of itself or a
               sublicensee;

          (b)  except  as  provided  in  Article  9.8(d), all costs and expenses
               incurred  by  the  Vendor  or  any  sublicensee  of the Vendor in
               investigating,  resisting, litigating and settling the complaint,
               including  the  payment of any award of damages and / or costs to
               any third party, must be paid by the Vendor or any sublicensee of
               the  Vendor,  as  the  case  may  be;


<PAGE>
                                      -12-

          (c)  no  decision  or  action  concerning  or  governing  any  final
               disposition  of  the  complaint  may  be  taken  without  full
               consultation with, and approval by, the Purchaser, which approval
               will  not  be  unreasonably  withheld;

          (d)  the Purchaser may elect to participate formally in any litigation
               involving  the complaint to the extent that the court may permit,
               but any additional expenses generated by the formal participation
               will  be  paid  by  the  Purchaser (subject to the possibility of
               recovery  of  some  or  all  of  the additional expenses from the
               complainant);  and

          (e)  notwithstanding  Article  9.7,  if  the complainant is willing to
               accept  an  offer  of  settlement  and one of the parties to this
               agreement is willing to make or accept the offer and the other is
               not,  then  the  unwilling  party  must  conduct  all  further
               proceedings  at  its own expense, and is responsible for the full
               amount  of  any  damages,  costs,  accounting  of  profits  and
               settlement costs in excess of those provided in the offer, but is
               entitled  to  retain  for  itself the benefit of any litigated or
               settled  result  giving  a  lower  payment  of  costs,  damages,
               accounting  of profits and settlement costs than that provided in
               the  offer.

9.9       The  Vendor  indemnifies,  holds  harmless  and defends the Purchaser,
its  directors,  officers,  employees, against any and all claims (including all
associated  legal  fees  and disbursements actually incurred) arising out of the
exercise  of  any  rights  under  this  agreement,  including without limitation
against any damages or losses, consequential or otherwise, arising in any manner
at  all  from  or  out  of  the  use  of the Skill Poker Inventions and / or any
Derivative  Additional  Patent Applications licensed under this agreement by the
Vendor  or  its  sublicensees  or  their  customers  or  end-users.

9.10      The Purchaser must  maintain  at  its  principal place of business, or
another  place  as  may be most convenient, separate accounts and records of all
Gross Revenues, and License Fees, and all other revenue and all business done in
connection  with  this agreement. The accounts and records must be in sufficient
detail  to  enable  proper  returns  to  be  made  under this agreement, and the
Purchaser  must  cause  its  licensees to keep similar accounts and records. The
Purchaser  will  also provide reasonable access to data records contained by the
online  systems  operated by the Purchaser and / or Purchaser's Affiliates and /
or  licensees  in  relation  to the use of the Skill Poker Inventions and/or any
Derivative  Additional  Patent  Applications  through  online,  remote  access.

9.11      The  Purchaser  agrees  to retain the accounts and records referred to
in  Section  for at least six years from when they were made and must permit any
duly authorized representative of the Vendor to inspect the accounts and records
during  normal  business  hours  of  the  Purchaser at the Vendor's expense. The
Purchaser  must  provide  to  the  representative all reasonable evidence as the
representative  deems necessary to verify the detail in which the Gross Revenue,
License  Fee  and  any  other  revenue  was  determined  and  must  permit  the
representative  to  make  copies  of  or extracts from the accounts, records and
agreements  at the Vendor's expense. If an inspection of the Purchaser's records
by  the  Vendor shows an under-reporting or underpayment by the Purchaser of any
amount  to  the  Vendor, then the Purchaser must pay to the Purchaser any amount
found  due  (including  any  interest  charges)  within 30 days of notice by the
Vendor  to  the  Purchaser.


<PAGE>
                                      -13-

10.       CONDITIONS  OF  CLOSING
          -----------------------

10.1      The  obligation  of  the  Purchaser  or  Poker.com  to  complete  the
transactions  contemplated  in  this Agreement is subject to the following terms
and  conditions  for the exclusive benefit of the Purchaser and Poker.com, to be
fulfilled  or performed at or prior to the Time of Closing or waived in whole or
in  part  by the Purchaser or Poker.com at its sole discretion without prejudice
to  any  rights  the  Purchaser  or  Poker.com  may  otherwise  have:

     (a)  Poker.com  shall  have  received  from  the  Vendor  a signed Investor
          Questionnaire  that  is  completed  to  the satisfaction of Poker.com;

     (b)  the  representations  and  warranties  of the Vendor contained in this
          Agreement  shall  be  true and correct in all material respects at the
          Time  of  Closing,  with  the  same  force  and  effect  as  if  such
          representations  and  warranties were made at and as of such time; and

     (c)  the  Purchaser  shall  have  received an opinion from Professor Nelson
          Rose  (to  the  satisfaction  of the Purchaser) to the effect that the
          Skill  Poker  Inventions  represents  games  of  skill.

10.2      The  obligation  of  the  Vendor  to  complete  the  transactions
contemplated  in this Agreement is subject to the following terms and conditions
for the exclusive benefit of the Vendor to be fulfilled or performed at or prior
to  the  Time of Closing or waived in whole or in part by the Vendor at its sole
discretion  without  prejudice  to  any  rights  the  Vendor may otherwise have:

     (a)  the  Purchaser  has  executed  a  financing statement in favour of the
          Vendor;  and

     (b)  the  representations and warranties of the Purchaser contained in this
          Agreement  shall  be  true and correct in all material respects at the
          Time  of  Closing,  with  the  same  force  and  effect  as  if  such
          representations  and  warranties  were  made  at  and as of such time.

11.       TAXES
          -----

11.1      The  Purchaser  will  be  liable for and will pay all applicable sales
taxes  properly  payable in connection with the sale of the Patent by the Vendor
to  the  Purchaser.

12.       SUCCESSORS  AND  ASSIGNS
          ------------------------

12.1      This  Agreement  will  enure  to  the  benefit  of and be binding upon
the  parties  hereto  and  their  respective  successors  and permitted assigns.

13.       ENTIRE  AGREEMENT
          -----------------

13.1      This Agreement  constitutes  the  entire agreement between the parties
with  respect  to the subject matter hereof and supersedes all prior agreements,
understandings,  negotiations  and  discussions, whether written or oral.  There


<PAGE>
                                      -14-

are  no  conditions, covenants, agreements, representations, warranties or other
provisions,  express or implied, collateral, statutory or otherwise, relating to
the  subject  matter  hereof  except  as  herein  provided.

14.       TERMINATION
          -----------

14.1      The  Purchaser  may  terminate  this Agreement on three months written
notice  to  the  Vendor,  at  any  time  after  six months from the Closing Date
("Termination").

14.2      On  Termination  of  this  Agreement,  the Purchaser will transfer and
assign  all  rights,  title  and  interest  in  the  Skill Poker Inventions, any
subsequent  patents, derivative patents or associated applications to the Vendor
with  no  encumbrances  for  any  amounts  owing  in  connection  with filing or
maintaining  such  patents until the date upon which termination is exercised by
the Purchaser. Reasonable attention to the filing and anniversary dates will not
be  withheld by the Purchaser so as not to adversely affect normal patent filing
practice.

15        TIME OF ESSENCE
          ---------------

15.1      Time will be of the essence of this Agreement.

16        APPLICABLE  LAW
          ---------------

16.1      This  Agreement  will  be  construed,  interpreted  and  enforced  in
accordance  with,  and the respective rights and obligations of the parties will
be  governed by, the laws of the state of Washington and the federal laws of the
United  States  applicable therein without reference to its choice of law rules,
and each party hereby submits to the jurisdiction of the state of Washington and
all  courts  competent  to  hear  appeals  therefrom.

17.       AMENDMENT  AND  WAIVER
          ----------------------

17.1      No  amendment  or  waiver  of  any provision of this Agreement will be
binding on either party unless consented to in writing by such party.  No waiver
of  any  provision  of  this  Agreement  will  constitute  a waiver of any other
provision,  nor  will any waiver constitute a continuing waiver unless otherwise
provided.

18.       SEVERABILITY
          ------------

18.1      If  any  provision  or  any  part  thereof  is  held  by  a  court  of
competent  jurisdiction,  after  appeals  therefrom  have  been exhausted, to be
unenforceable,  invalid  or  illegal,  then it will be severable or deemed to be
limited  in respect of such territory and time to the extent necessary to render
such  provision  enforceable,  valid or legal, and the remaining provisions will
remain  valid  and  binding.


<PAGE>
                                      -15-

19.       ELECTRONIC  MEANS
          -----------------

19.1      Delivery  of  an  executed  copy  of  this  Agreement  by  electronic
facsimile  transmission,  telecopy,  telex,  or  other  means  of  electronic
communication  producing  a  printed  copy  will  be  deemed to be execution and
delivery  of  this  Agreement  on the date of such communication by the party so
delivering  such  copy.

20.       NOTICES
          -------

20.1      Any  notice  or  other  documents  required  or  permitted to be given
under  this  Agreement  will be in writing and may be given by personal service,
telecopier or by prepaid registered mail, posted in Canada or by certified mail,
posted  in  the  United States, and addressed to the proper party at the address
stated  below:

     (a)  IF TO THE VENDOR:

          Blue  Diamond  International  Capital  Inc

     (b)  IF TO THE PURCHASER OR POKER.COM

          Skill  Poker.com  and/or  Poker.com,  Inc.
          210  -  1166  Alberni  Street
          Vancouver,  British  Columbia
          Canada
          Telecopier  No.:  604-689-8988
          Attention:  Mark  Glusing

or to such other address as any party may specify by notice.  Any notice sent by
telecopier  will  be  deemed  conclusively  to  have  been effectively given and
received  at the time of successful transmission.  Any notice sent by registered
mail as aforesaid will be deemed conclusively to have been effectively given and
received  on the fifth business day after posting; but if at the time of posting
or  between the time of posting and the fifth business day thereafter there is a
strike,  lockout or other labour disturbance affecting postal service, then such
notice  will  not  be  effectively  given  until  actually  received.

21.       COUNTERPARTS
          ------------

21.1      This  Agreement  may  be  executed  in  several  counterparts, each of
which will be deemed to be an original and all of which will together constitute
one  and  the  same  instrument.

IN  WITNESS WHEREOF the parties have executed and delivered this Agreement as of
the  date  first  written  above.


<PAGE>
                                      -16-

BLUE DIAMOND INTERNATIONAL CAPITAL INC.

Per:  _________________________________
      Authorized  Signatory

      _________________________________
      Print  Name  and  Title

SKILL POKER.COM INC.

Per:  _________________________________
      Authorized  Signatory

      _________________________________
      Print  Name  and  Title


POKER.COM.,  INC.

Per:  _________________________________
      Authorized  Signatory

      _________________________________
      Print  Name  and  Title


<PAGE>
                                   SCHEDULE A
                                   ----------

                 PAYMENT SCHEDULE FOR BALANCE OF PURCHASE PRICE


1.     The  Purchaser  will pay to the Vendor the greater of (i) US$3,500.00 per
month  (the  "Minimum  Payment")  and  (ii) 4% of the monthly Gross Revenue (the
"Maximum  Payment").

2.     The Purchaser will pay the Minimum Payment to the Vendor on or before the
last  day  of  each month beginning in the month following from the date of this
Agreement  (the  "Effective  Date")  to  December  31,  2099.

3.     On  or  before  the  15th day of each month beginning in the second month
following  the  Effective  Date of this Agreement, the Purchaser will deliver to
the  Vendor  a  letter  confirming the Gross Revenue for the prior month and the
Maximum  Payment.

4.     In  the  event  that  the  Maximum  Payment  is  greater than the Minimum
Payment, the Purchaser will pay to the Vendor the difference between the Maximum
and  Minimum  Payment  on  the  next  Minimum  Payment  date.

5.     The  Purchaser  will  pay to the Vendor interest at a rate of twenty-five
percent (25%) per annum, compounded monthly, on all overdue payment of funds due
and  owing to the Vendor from the Purchaser under this Agreement.  Such interest
will  accrue  at  the  aforesaid  rate  on  a  daily basis until the outstanding
payments  have  been  made.

6.     In the event that the Purchaser fails to make a payment in respect of the
Purchase  Price  as  provided above and prior to exercising the rights under the
Security  Interest  as provided for in Section 4.1 of this Agreement, the Vendor
will  notify  the  Purchaser in writing of such default (a "Default Notice") and
upon  receipt  of  any  particular  Default  Notice,  the  Purchaser  will  have
forty-five  (45)  days  within  which  to  make the payment, including interest,
specified  therein  as  being  outstanding.


<PAGE>
                                   SCHEDULE B
                                   ----------

                         SKILL POKER PATENT APPLICATION



<PAGE>