1


                            Asset purchase agreement

                               PURCHASE AGREEMENT
                              --------------------

                                    between


                               INVICTA GROUP INC.

                                  As the Buyer



                                       and



                            CASINO RATED PLAYERS, INC
                               RATED PLAYERS, INC

                                  As the Seller













                                  JULY 15, 2002







<PAGE>



                                PURCHASE AGREEMENT

     AGREEMENT  entered  into as of July 15th 2002, by and between INVICTA GROUP
INC.,  a  Nevada  corporation (the "Buyer"), CASINO RATED PLAYERS, INC a Florida
                                   -------
Corporation  and  WILLIAM  FORHAN, an individual; collectively  (the "Sellers"),
                                                                     ---------

     WHEREAS,  the Sellers, among other things, owns a website, owns it's domain
name,  a database of 14,000 Players; and is a liscensed Casino Rep. in the state
of  Nevada  and  the  Bahamas  Islands.

     WHEREAS,  the Sellers desires to sell and the Buyer desires to purchase the
stock  of  the Sellers, upon the terms and conditions hereinafter set forth; and

     WHEREAS,  William  Forhan  is  the  majority  shareholder  of  the Sellers.

     NOW,  THEREFORE,  in  consideration  of  the  mutual promises and covenants
herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally  bound,  agree  as  follows:


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

     "Acquired  Assets":  means  all  of the right, title, and interest that the
     -------------------
Sellers  possesses  and  has  the  right  to  transfer  in  and  to those assets
identified  on  Schedule  A  hereto.

     "Buyer"  :  means  Invicta  Group  Inc. as  set forth in the preface above.
     -----------------

     "Intellectual  Property"  : means (a) all inventions (whether patentable or
     ------------------------
unpatentable  and whether or not reduced to practice), all improvements thereto,
and  all patents, patent applications, and patent disclosures, together with all
reissuances,  continuations,  continuations-in-part,  revisions, extensions, and
reexaminations  thereof,  (b) all trademarks, service marks, trade dress, logos,
trade  names,  and corporate names, together with all translations, adaptations,
derivations,  and  combinations  thereof  and  including all goodwill associated
therewith,  and  all  applications,  registrations,  and  renewals in connection
therewith,

<PAGE>


 (c)  all  copyrightable  works,  all  copyrights,  and  all  applications,
registrations,  and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets  and  confidential  business  information (including ideas, research and
development,  know-how,  formulas,  compositions,  manufacturing  and production
processes  and  techniques,  technical  data, designs, drawings, specifications,
customer  and  supplier  lists,  pricing  and cost information, and business and
marketing  plans  and  proposals), (f) all computer software (including data and
related documentation), (g) all other proprietary rights, and (h) all copies and
tangible  embodiments  thereof  (in  whatever  form  or  medium).


     "Sellers":  means  Casino  Rated  Players,  Inc  and  William  Forhan.
     ----------

     "Stock" :means all shares issued to Casino Rated Players, Inc shareholders.
     ---------
Stockmeans  all  shares  issued  to  Casino  Rated  Players,  Inc  shareholders.

     "Website": means internet site promoting business of Casino Rated Players
     --------



     2.  BASIC  TRANSACTION.
     -----------------------

     (a)     Purchase  and  Sale  of  Stock.  On  and  subject  to the terms and
             -------------------------------
conditions  of this Agreement, the Buyer agrees to purchase from the Seller, and
the  Seller  agrees  to sell, transfer, convey, and deliver to the Buyer, all of
the  Stock,  for  the  consideration  specified  below  .

2)       Purchase  Price.  The  purchase  price  for  the  Stock  (the "Purchase
        -----------------                                              ---------
Price")  shall  be the sum of 15,651,000 shares of common stock in Invicta Group
Inc.

3)      Accrued  Compensation:  $70,000  will  be accepted as a accounts payable
       ----------------------
transaction  and  listed  on  Invicta's  Balance  Sheet.


            (d)  Deliveries  at the Closing. At the Closing, (i) the Seller will
                 ---------------------------
deliver  to  the  Buyer  the  various customer lists and website codes; (ii) the
Buyer  will  deliver  to  the  Seller  the  stock  certificates.


<PAGE>

     (e)  Allocation.  The Parties agree to allocate the Purchase Price (and all
          -----------
other capitalizable costs) among the Acquired Assets for all purposes (including
financial  accounting  and  tax  purposes)  in  accordance  with  (GAAP).




3.  REPRESENTATIONS  AND  WARRANTIES  OF  THE SELLER.  The Seller represents and
    -------------------------------------------------
warrants  to  the  Buyer  that  the  statements  contained in this Section 3 are
correct  and  complete  as of the date of this Agreement and will be correct and
complete  as  of the Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Section 3),
except  to  the  extent  set  forth in the disclosure schedule accompanying this
Agreement  and  initialed  by  the  Parties  (the  "Disclosure  Schedule").  The
                                                   ----------------------
Disclosure Schedule will be arranged in paragraphs corresponding to the lettered
and  numbered  paragraphs  contained  in  this  Section  3.

     (a)     Organization  of  the  Seller.  The  Seller  is  a corporation duly
             ------------------------------
organized,  validly  existing,  and  in  good  standing  under  the  laws of the
jurisdiction  of  its  incorporation.


(b)     Authorization  of  Transaction.  The Seller has full power and authority
        -------------------------------
(including  full  corporate  power  and  authority)  to execute and deliver this
Agreement  and  the  other  agreements,  documents  and instruments contemplated
hereby,  and  to  perform  its  obligations  hereunder  and  thereunder. Without
limiting  the  generality of the foregoing, the board of directors of the Seller
and,  to  the  extent required under applicable law, the Stockholders of Seller,
has  duly  authorized the execution, delivery, and performance of this Agreement
by  the  Seller.  This  Agreement  constitutes  the  valid  and  legally binding
obligation  of  the  Seller,  enforceable  in  accordance  with  its  terms  and
conditions.

     (c)     No  contravention.  Neither  the execution and the delivery of this
             ------------------
Agreement, nor the consummation of the transactions contemplated hereby will (i)
violate  any  constitution,  statute,  regulation,  rule,  injunction, judgment,
order,  decree,  ruling,  charge,  or  other  restriction  of  any  government,
governmental agency, or court to which the Seller is subject or any provision of
the  charter  or  bylaws of the Seller or (ii) conflict with, result in a breach
of,  constitute  a  default  under, result in the acceleration of, create in any
party  the  right  to  accelerate,  terminate, modify, or cancel, or require any
notice  under  any  agreement,  contract,  lease,  license, instrument, or other
arrangement  to  which the Seller is a party or by which it is bound or to which
any  of  its  assets  is  subject  (or  result in the imposition of any Security
Interest  upon any of its assets), except where the violation, conflict, breach,
default,  acceleration, termination, modification, cancellation, failure to give
notice  to  consummate  the  transactions  contemplated  by  this  Agreement.


<PAGE>



 (d)     Intellectual  Property.
         -----------------------

     (i) To the extent that the Acquired Assets include Intellectual Property of
the  Seller, such Intellectual Property is owned by the Seller free and clear of
all  Security  Interests.


    (ii) No Intellectual Property of the Seller included in the Acquired Assets
has been  licensed  to  any  third  party.

     (iii)  No  Intellectual  Property  of  the  Seller included in the Acquired
Assets  is the subject of an application to register, or of a registration, with
any  Federal  or  State  authority.

     (iv)  To  the  Knowledge of the Seller, no third party has interfered with,
infringed  upon, misappropriated, or violated any material Intellectual Property
rights  of  the  Seller  included  in  the  Acquired  Assets.


     4.  REPRESENTATIONS  AND WARRANTIES OF THE BUYER.  The Buyer represents and
         ---------------------------------------------
warrants  to  the  Seller  that  the  statements contained in this Section 4 are
correct  and  complete  as of the date of this Agreement and will be correct and
complete  as  of the Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Section 4),
except  to  the  extent  set  forth  in  the Disclosure Schedule. The Disclosure
Schedule  will  be  arranged  in  paragraphs  corresponding  to the lettered and
numbered  paragraphs  contained  in  this  Section  4.

     (a)      Organization  of  the  Buyer.  The  Buyer  is  a  corporation duly
              -----------------------------
organized,  validly  existing,  and  in  good  standing  under  the  laws of the
jurisdiction  of  its  incorporation.

     (b)     Authorization  of  Transaction.  The  Buyer  has  full  power  and
             -------------------------------
authority  (including full corporate power and authority) to execute and deliver
this Agreement, and the other agreements, documents and instruments contemplated
hereby,  and  to  perform their respective obligations hereunder and thereunder.
This  agreement  constitutes  the  valid  and legally binding obligations of the
Buyer,  as  the  case  may  be,  enforceable  in accordance with their terms and
conditions.




<PAGE>




     (c)     No  contravention.  Neither  the execution and the delivery of this
             ------------------
Agreement,  nor  the  consummation  of  the  transactions  contemplated  hereby
(including the assignments and assumptions referred to in Section 2 above), will
(i)  violate  any constitution, statute, regulation, rule, injunction, judgment,
order,  decree,  ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency, or court to which the Buyer is subject or any provision of
its charter or bylaws or (ii) conflict with, result in a breach of, constitute a
default  under,  result in the acceleration of, create in any party the right to
accelerate,  terminate,  modify,  or  cancel,  or  require  any notice under any
agreement,  contract,  lease, license, instrument, or other arrangement to which
the  Buyer  is  a party or by which it is bound or to which any of its assets is
subject.


5.  PRE-  CLOSING  COVENANTS.
    ------------------------

     (a)     General.  Each  of the Parties will use its reasonable best efforts
             --------
to take all action and to do all things necessary, proper, or advisable in order
to consummate and make effective the transactions contemplated by this Agreement


     (b)     Notices  and  Consents.  Each  of the Parties will give any notices
             -----------------------
to,  make  any  filings  with, and use its reasonable best efforts to obtain any
authorizations, consents, and approvals of governments and governmental agencies
in  connection  with  the  matters  referred to in Section 3(c) and Section 4(c)
above.


(c)     Operation of Business.  The Seller will not engage in any practice, take
        ----------------------
any  action,  or  enter  into  any  transaction  outside  the Ordinary Course of
Business  the  primary  purpose  or effect of which will have a material adverse
effect  on  the  Acquired  Assets  or  the  transactions  contemplated  hereby.

     (d)     Exclusivity.  The  Seller  will not solicit, initiate, or encourage
             ------------
the  submission  of  any  proposal  or  offer  from  any  Person relating to the
acquisition  of  all  or  a  portion  of  the  Acquired  Assets  (including  any
acquisition  structured  as  a  merger,  consolidation,  or  share  exchange).






<PAGE>


     6.  CONDITIONS  TO  OBLIGATION  TO  CLOSE.
         --------------------------------------

     (a)     Conditions to Obligation of the Buyer.  The obligation of the Buyer
             --------------------------------------
to  consummate  the  transactions  to  be performed by it in connection with the
Closing  is  subject  to  satisfaction  of  the  following  conditions:

     (i)  The  representations and warranties set forth in Section 4 above shall
be  true  and  correct  in  all material respects at and as of the Closing Date;

     (ii) The Seller shall have performed and complied with all of its covenants
hereunder  in  all  material  respects  through  the  Closing;

     (iii)  There  shall not be any injunction, judgment, order, decree, ruling,
or  charge  in  effect  preventing  consummation  of  any  of  the  transactions
contemplated  by  this  Agreement;

     (iv)  The  Seller  shall  have  delivered to the Buyer a certificate to the
effect  that  each of the conditions specified above in Section 7(a)(i)-(iii) is
satisfied  in  all  respects;

     (v)  All  actions to be taken by the Seller in connection with consummation
of  the  transactions  contemplated  hereby  and  all  certificates,  opinions,
instruments,  and  other  documents  required  to  effect  the  transactions
contemplated hereby will be reasonably satisfactory in form and substance to the
Buyer.

The Buyer may waive any condition specified in this Section 6 (a) if it executes
a  writing  so  stating  at  or  prior  to  the  Closing.

     (b)     Conditions  to  Obligation  of  the  Seller.  The obligation of the
             --------------------------------------------
Seller  to  consummate the transactions to be performed by it in connection with
the  Closing  is  subject  to  satisfaction  of  the  following  conditions:

     (i)  the  representations and warranties set forth in Section 3 above shall
be  true  and  correct  in  all material respects at and as of the Closing Date;

     (ii)  the Buyer shall have performed and complied with all of its covenants
hereunder  in  all  material  respects  through  the  Closing;


<PAGE>
     (iii)  there  shall not be any injunction, judgment, order, decree, ruling,
or  charge  in  effect  preventing  consummation  of  any  of  the  transactions
contemplated  by  this  Agreement;

(vi)  all  actions  to  be taken by the Buyer in connection with consummation of
the  transactions  contemplated  hereby  and  all  certificates,  opinions,
instruments,  and  other  documents  required  to  effect  the  transactions
contemplated hereby will be reasonably satisfactory in form and substance to the
Seller.

The  Seller  may  waive  any  condition  specified  in  this Section 6 (b) if it
executes  a  writing
so  stating  at  or  prior  to  the  Closing.

     7.  POST-CLOSING  COVENANTS.
         ------------------------

     (a)     Affirmative  Covenants  of Buyer.  For so long as the Buyer has any
             ---------------------------------
outstanding  obligations  under  this  Agreement  ,  the  Buyer  will:

     (i)  punctually,  in accordance with the terms hereof ,  pay or cause to be
paid  all  sums  required  to  be  paid  by  the  Buyer  pursuant  hereto.

     (ii)  provide  prompt written notice to the Seller of the occurrence of one
or more events which constitute or which, with the giving of notice or the lapse
of  time  or both, would constitute a (A) breach of any representation, warranty
or covenant of the Buyer set forth in this Agreement, or (B) an Event of Default
or  an  Event  of  Mandatory  Acceleration  under  the  Buyer  Note;

     (iii)  pay  and  discharge  at  or  before  maturity,  all  of its material
obligations  and  liabilities,  including  without  limitation, tax liabilities,
except where the same is contested in good faith by appropriate proceedings, and
will  maintain  in  accordance  with  generally  accepted accounting principles,
appropriate  reserves  for  the  accrual  of  any  of  the  same;

     (iv)  comply in all material respects with all applicable laws, ordinances,
rules,  regulations  and  requirements of governmental authorities, except where
the  necessity  of  complying  therewith  is  being  contested  in good faith by
appropriate  proceedings;






<PAGE>
     (v)  maintain proper books and records of accounts, in which full, true and
correct  entries  shall  be made of all dealings and transactions in relation to
its  business  and  activities  and permit representatives of the Seller, at the
Seller's  expense,  to  visit  and inspect any of its properties, to examine and
make  abstracts  from  any  of its books and records and to discuss its affairs,
finances  and  accounts with its officers, employees and representatives, all at
such  reasonable  times  as  may  be  determined  by  the  Seller;

(vi)  diligently  protect the Buyer's rights in and to all intellectual property
in  which  the  Buyer  has  an  interest,  including  without  limitation,  all
intellectual  property  rights  being  acquired  by  the  Buyer pursuant to this
Agreement;  and


          (b)     Negative Covenants of Buyer.  For so long as the Buyer has any
                  ----------------------------
outstanding  obligations  under  this  Agreement , the Buyer will not,
without  the  prior  written  consent  of  the  Seller:

     (i) sell, lease or otherwise dispose of any of its assets other than in the
ordinary  course  of  business;

     (ii)  sell, assign or otherwise dispose of any of the Acquired Assets which
is  comprised  of  Intellectual  Property  as  defined  in  Section  1;

3)        Affirmative  Covenants  of Sellers.  Provided that an Event of Default
       --------------------------------------
has  not  occurred  ,  the  Sellers grant to Buyer the right of first refusal to
obtain  an irrevocable, nonexclusive, nontransferable right and license to make,
use  and  sell  any  new  product  or  products.

8.  INDEMNIFICATION.
    ----------------

1)     Indemnification by the Buyer.  Subject to the provisions of Section 8 (c)
       -----------------------------
hereof,  the  Buyer  , jointly and severally, hereby indemnify and hold harmless
the  Seller  s  and  its  officers,  directors,  employees,  representatives,
stockholders,  controlling  persons,  and  affiliates  (collectively,  the
"Indemnified  Persons")  for, and will pay to the Indemnified Persons the amount
of,  any  loss,  liability,  claim,  damage,  expense  (including  costs  of
investigation  and  defense  and  reasonable  attorneys'  fees) or diminution of
value,  whether  or not involving a third-party claim (collectively, "Damages"),
arising,  directly  or indirectly, from or in connection with: (i) any breach of
any  representation  or  warranty  made  by  the Buyer  in this Agreement or any
other  agreement.

<PAGE>
     (b)     Indemnification  by  the Seller.  The Seller hereby indemnifies and
             --------------------------------
holds  harmless  the  Buyer  and  its  officers,  directors,  employees,
representatives,  stockholders,  controlling  persons,  and  affiliates
(collectively,  the "Indemnified Persons") for, and will  pay to the Indemnified
Persons  the  amount of, any Damages arising, directly or indirectly, from or in
connection  with  (i)  any  breach of any representation or warranty made by the
Seller  s  in  this  Agreement  or  in  any  agreement,  certificate or document
delivered  by  the  Sellers  pursuant  to this Agreement, (ii) any breach by the
Sellers of any covenant or obligation of the Sellers in this Agreement or in any
other  agreement,  document  or  certificate  contemplated by this Agreement, or
(iii)  any  claim by any person for brokerage or finder's fees or commissions or
similar  payments based upon any agreement or understanding alleged to have been
made  by  such  person with the Sellers  (or any person acting on its behalf) in
connection  with  any  of  the  transactions  contemplated  hereby.

     (c)     Time  Limitations.  No  party  to  this  Agreement  shall  have any
             ------------------
liability  (for indemnification or otherwise) with respect to any representation
or  warranty,  or covenant or obligation to be performed and complied with prior
to the date hereof, unless notice of any such liability is provided on or before
twelve  (12)  months  from  the  date  hereof.

     9.  MISCELLANEOUS.
         --------------

     (a)     Survival  of  Representations  and  Warranties.  All  of  the
             -----------------------------------------------
representations  and warranties of the Parties contained in this Agreement shall
survive  the  Closing  for  a  period  of  one  year.

     (b)     No  Third-Party Beneficiaries.  This Agreement shall not confer any
             ------------------------------
rights  or  remedies upon any Person other than the Parties and their respective
successors  and  permitted  assigns.



(c)     Entire  Agreement.  This  Agreement (including the documents referred to
        ------------------
herein)  constitutes the entire agreement between the Parties and supersedes any
prior  understandings, agreements, or representations by or between the Parties,
written  or  oral,  to  the extent they related in any way to the subject matter
hereof.

     (d)     Succession  and  Assignment.  This  Agreement shall be binding upon
             ----------------------------
and  inure  to  the  benefit  of  the  Parties named herein and their respective
successors  and  permitted assigns. No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written
approval  of  the  other  Party.



<PAGE>
     (e)     Counterparts.  This  Agreement  may  be  executed  in  one  or more
             -------------
counterparts,  each  of  which  shall  be  deemed  an  original but all of which
together  will  constitute  one  and  the  same  instrument.

     (f)     Headings.  The section headings contained in this Agreement are
             ---------
inserted for  convenience  only  and  shall  not  affect  in  any  way  the
meaning  or interpretation  of  this  Agreement.

     (g)     Notices.  All  notices,  requests,  demands,  claims,  and  other
             --------
communications hereunder will be in writing. Any notice, request, demand, claim,
or  other  communication  hereunder  shall be deemed duly given if (and then two
business  days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

If  to  the  Seller:     Casino  Rated  Players,  Inc.
--------------------
     1000  S.  Ocean  Blvd.  #  16F
     Pompano  Beach,  Fl.  33062
     Facsimile  No:  954  785  1508
     Attn:  William  Forhan,CEO

     If  to  the  Buyer:     Invicta  Group,  Inc.
     -------------------
     9553  Harding  Avenue
     Miami  Beach,  FL  33154
     Facsimile  No.:  (305)  866-3858
     Attn:David  Scott,  PresidenT



Any  Party  may  send any notice, request, demand, claim, or other communication
hereunder  to  the  intended  recipient at the address set forth above using any
other  means (including personal delivery, expedited courier, messenger service,
telecopy,  telex,  ordinary mail, or electronic mail), and such notice, request,
demand,  claim,  or  other communication shall be deemed to have been duly given
(i)  three  days following delivery to an authorized United States Postal Office
receptacle,  (ii)  upon  facsimile  transmission,  provided  that  electronic
confirmation  of  receipt  is  retained by the transmitting party, or (iii) upon
receipt,  if  by  personal  delivery.  Any Party may change the address to which
notices, requests, demands, claims, and other communications hereunder are to be
delivered  by  giving  the  other  Party  notice in the manner herein set forth.




<PAGE>
8)     Governing  Law;  Arbitration.  This  Agreement  shall  be governed by and
       -----------------------------
construed  in  accordance with the domestic laws of the State of Florida without
giving effect to any choice or conflict of law provision or rule (whether of the
State  of Florida or any other jurisdiction) that would cause the application of
the  laws  of  any jurisdiction other than the State of Florida. In the event of
any  dispute  between  the  parties  arising  out  of  this  Agreement  or  the
transactions  contemplated  hereby,  such  dispute  shall be resolved by binding
arbitration conducted in accordance with the commercial arbitration rules of the
American  Arbitration  Association  (the  "Arbitration").
9)     The  Arbitration  shall be conducted (i) in Miami-Dade County, Florida if
instituted  by  the  Buyer,  or (ii) in Broward County ,Fl. if instituted by the
Sellers,  and  heard by three arbitrators, one of whom shall be selected by each
party,  with  the  third  arbitrator  being  selected  by  agreement  of the two
arbitrators selected by the parties.  The determination of the arbitrators shall
be  final  and binding upon the parties and judgment on the award may be entered
in  any  court  of  competent  jurisdiction.

     (i)     Amendments  and  Waivers.  No  amendment  of  any provision of this
             -------------------------
Agreement  shall  be valid unless the same shall be in writing and signed by the
Buyer  and  the  Sellers.  No  waiver  by  any  Party  of  any  default,
misrepresentation,  or  breach  of  warranty  or  covenant  hereunder,  whether
intentional  or  not,  shall  be  deemed  to  extend  to any prior or subsequent
default,  misrepresentation,  or  breach  of  warranty  or covenant hereunder or
affect  in  any way any rights arising by virtue of any prior or subsequent such
occurrence.

(j)     Severability.  Any  term  or provision of this Agreement that is invalid
        -------------
or  unenforceable  in  any  situation  in  any jurisdiction shall not affect the
validity  or  enforceability of the remaining terms and provisions hereof or the
validity  or  enforceability  of  the  offending  term or provision in any other
situation  or  in  any  other  jurisdiction.

     (k)     Expenses.  Each  of  the  Buyer  and  the Sellers will bear its own
             ---------
costs  and  expenses  (including legal fees and expenses) incurred in connection
with  this  Agreement  and  the  transactions  contemplated  hereby.








<PAGE>
     (l)     Construction.  The  Parties  have  participated  jointly  in  the
             -------------
negotiation  and  drafting  of  this  Agreement.  In  the  event an ambiguity or
question  of  intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise  favoring  or  disfavoring any Party by virtue of the authorship of any of
the  provisions  of this Agreement.  Any reference to any federal, state, local,
or  foreign  statute  or  law  shall  be  deemed  also to refer to all rules and
regulations  promulgated  thereunder, unless the context requires otherwise. The
word  "including"  shall  mean  including  without  limitation.


     *****



IN  WITNESS  WHEREOF,  the Parties hereto have executed this Agreement as of the
date  July  15,2002

     INVICTA  GROUP,  INC.

             /s/ David Scott, President
     By:     ______________________
             David  Scott,  President


     CASINO  RATED  PLAYERS,  INC.

             /s/ William Forhan, CEO
     By:     ______________________
             William  Forhan,  CEO

            /s/ William Forhan, CEO
     By:     ______________________
             William  Forhan,  individually



<PAGE>


                                   SCHEDULE A
                                 ACQUIRED ASSETS
                                 ---------------





1. Casino Rated Players Website

2. 14,500 database of customers

3. Furniture and Equipment

4. Casino Rep License in Bahamas, Nevada, Caribbean Islands