ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD. LICENSE AGREEMENT

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AIE SPORTS BOOK SOFTWARE SYSTEM PRODUCT (WEBSPORTS)

THIS  SINGLE  USER  LICENSE  AGREEMENT  IS A  BINDING  AGREEMENT  BETWEEN  CARIB
SPORTSBOOK, INC. ( USER ) AND ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD. FOR THE
SOFTWARE  SYSTEM  PRODUCT  (WEBSPORTS),  WHICH  INCLUDES  COMPUTER  SOFTWARE AND
ASSOCIATED  PRINTED  MATERIALS.  BY INSTALLING  OR OTHERWISE  USING THE SOFTWARE
SYSTEM  PRODUCT  (WEBSPORTS),  USER  AGREES  TO BE  BOUND  BY THE  TERMS OF THIS
AGREEMENT.

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                         SOFTWARE SYSTEM PRODUCT LICENSE

The Software  Systems  Product is protected by copyright laws and  International
copyright  treaties as well as other  intellectual  property  laws and treaties.
This Software System Product is licensed and not sold.

1.  GRANT OF  LICENSE.  This  SINGLE  USER  LICENSE  AGREEMENT  grants  USER the
    following rights:

        o       User  may  install  and use  one  copy  of the  Software  System
                Product.  This Software System Product may not be shared or used
                concurrently at more than one location.

2.   DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

        o       User may not reverse  engineer,  decompile,  or disassemble  the
                Software System Product.

        o       The Software System Product is licensed as a single product. Its
                component  parts may not be separated for use other than for one
                specific application.

        o       User may not rent, lease, sell,  transfer or assign the Software
                System Product without written consent of Atlantic International
                Entertainment, Ltd.

        o       This is a non-expiring  license.  Without prejudice to any other
                rights, Atlantic International Entertainment, Ltd. may terminate
                this SINGLE USER  LICENSE  AGREEMENT if user fail to comply with
                all terms and conditions of this agreement.  In such event, User
                must must destroy all copies of this product.

3.  COPYRIGHT. All title and copyrights to the Software System Product are owned
    by Atlantic International Entertainment, Ltd.

4.  FEE.  $150,000  , Payable  $3000 upon  signing  this  agreement,  $3000 upon
    installation  of Software  System by Atlantic  International  Entertainment,
    Ltd., and 2% of the Gross Wagering Handle until the balance is paid.

5.  SUPPORT AND UPGRADES. USER at his option may elect to pay $500 per month for
    telephone  technical support and software  upgrades  beginning 30 days after
    payment of the $150,000 fee. YES NO (please circle choice)

ATLANTIC  INTERNATIONAL  ENTERTAINMENT,  LTD. TO THE MAXIMUM EXTENT PERMITTED BY
DELAWARE LAW,  DISCLAIM ALL WARRANTIES,  EITHER EXPRESSED OR IMPLIED WITH REGARD
TO THIS PRODUCT AND IN NO EVENT SHALL ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
BE LIABLE  FOR ANY  SPECIAL,  INCIDENTAL,  INDIRECT,  OR  CONSEQUENTIAL  DAMAGES
WHATSOEVER ARISING OUT OF THE USE OF THIS PRODUCT.

Agreed to this 31 day of December, 1996

Carib Sportsbook, Inc.                Atlantic International Entertainment, Ltd.
24 Mable Hill Villas                  2200 Corporate Blvd.,  Suite 317
Antigua, West Indies                  Boca Raton, Florida 33431

BY:  /s/ Jon Rogers                   BY:  /s/ Richard Iamunno
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     Jon Rogers, Managing Director         Richard Iamunno, President