Exhibit 10.10


July 17, 2003

VIA E-mail: clive@silverstarholdings.com

Clive Kabatznik
Silverstar Holdings
dba Fantasy Sports Enterprises
6100 Glades Road
Suite 305
Boca Raton, FL  33434
Tel: 561-479-0040
Fax: 561-479-0757

RE: Amendment to Agreement  ("Agreement")  dated October 7, 2002 between Fantasy
Sports  Enterprises,  Inc. ("FSE") and SPORTS TEAM ANALYSIS AND TRACKING SYSTEMS
OF MISSOURI, INC. ("STATS")

Dear Mr. Kabatznik:

The following (the  "Amendment")  confirms the terms and conditions  which STATS
and FSE have agreed to in amending  the  Agreement.  All  capitalized  terms not
otherwise  defined herein shall have the meanings  ascribed to in the Agreement.
The parties hereby agree as follows:

1.   Paragraph 1 of the Agreement is hereby  amended by replacing  subparagraphs
     (e) with:

     "(e) STATS shall be  responsible  for all telephone  and/or email  customer
     service in a manner substantially  similar to the level of customer service
     currently being provided by FSE. STATS responsibilities shall also include:
     mailing  of prize  checks;  oversight  of  creation,  printing & mailing of
     promotional and report mailings; oversight of creative for print and online
     advertising.

2.   Paragraph 2 of the Agreement is hereby amended as follows:

     Paragraph  2(b) of the  Agreement  is hereby  deleted in its  entirety  and
replaced by the following:

     "(b) FSE shall be  responsible  for all  billing  and  collection  matters,
     credit card processing and all associated  fees and charges.  FSE shall use
     good  faith  efforts to consult  with  STATS with  respect to all  material
     Marketing  and/or  licensing   decisions  in  connection  with  the  Games,
     provided,  however,  the parties acknowledge that all final decisions shall
     be made solely by FSE."

     Paragraph  2(c) of the  Agreement  is hereby  deleted in its  entirety  and
replaced by the following:

<PAGE>

     "(c) FSE shall  continue  to be  responsible  for all out of  pocket  costs
     associated  with  Marketing of the Games  including  but not limited to the
     cost of printing and postage for mailing promotional  materials;  the media
     costs  associated  with any  advertising  buy; the costs for any  necessary
     outside creative or advertising  agency costs associated with the marketing
     or promotion of the Games. FSE shall use good faith efforts to consult with
     STATS with respect to all material Marketing and/or licensing  decisions in
     connection with the Games, provided,  however, the parties acknowledge that
     all final decisions shall be made solely by FSE."

     Paragraph 2(f) shall be added as follows:

     (f) FSE shall make  available to STATS the  equipment  associated  with the
     customer service call center including but not limited to: customer service
     workstatons  (personal computers,  phones,  headsets);  telephone recording
     system;  high speed  printer;  associated  software and licenses to operate
     such equipment;  programs for printing reports and marketing materials. FSE
     shall bear the costs of  shipping  this  equipment  from the FSE offices in
     York, PA to the STATS offices in Morton Grove, IL. FSE shall cooperate with
     STATS  in the  transition  of  this  equipment  and  the  customer  service
     operation  including  but not limited to providing  access to FSE employees
     with expertise in these areas.


3.   Paragraph 5 of the Agreement is hereby deleted in its entirety and replaced
by the following:

     "5. Term. The term of this Agreement shall commence upon its execution (the
     "Effective  Date") and shall  terminate on December 31, 2004 (the  "Term"),
     unless sooner terminated as provided in this Agreement. The Agreement shall
     automatically  renew for a period  of one (1) year upon the same  terms and
     conditions  unless either party  notifies the other party in writing of its
     desire not to renew the Agreement no less than sixty (60) days prior to the
     expiration of the Term."

4.   Paragraph 8 of the  Agreement is hereby  amended by adding the following at
the end thereof:

     "In  addition  to the above  termination  provisions,  upon 180 days  prior
     written  notice to STATS,  FSE may terminate  this  Agreement,  at its sole
     option, in the event that STATS is merged,  consolidated,  transfers all or
     substantially  all of its assets,  or  implements  or suffers any  material
     change in  executive  management  or control,  or upon any transfer of more
     than 50% of its voting control. If FSE shall exercise such termination, FSE
     shall have no further obligation to pay the Fee after the effective date of
     such termination,  and any incentive compensation due STATS hereunder shall
     be prorated accordingly."

5.   Paragraph  9(b) of the Agreement is hereby is hereby  amended by adding the
following at the end thereof:

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<PAGE>

     "In addition, STATS shall cooperate fully in any transition of the Games to
     FSE or another supplier, as directed by FSE."

6.   Exhibit B of the  Agreement is hereby  deleted in its entirety and replaced
by the a new Exhibit B attached hereto.


Except as amended by the terms of this  Amendment,  the terms and  conditions of
the Agreement shall remain in full force and effect.  In the event of a conflict
between the terms of the Agreement and/or the terms of the Amendment,  the terms
of the Amendment shall govern and control.


AGREED AND ACCEPTED,

SPORTS TEAM ANALYSIS AND                    FANTASY SPORTS
TRACKING SYSTEMS                            ENTERPRISES, INC.
OF MISSOURI, INC.



By: Alan Leib                               By:_____________________________

Title: President                            Title: _________________________

Signature: __________________________       Signature: _____________________

Date: _______________________________       Date: __________________________



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<PAGE>

                                    EXHIBIT B
                                  Compensation


1.   Base Fee. In  consideration  for the rights and licenses granted under this
Agreement,  FSE  shall  pay to  STATS  a fee for  the  hosting,  administration,
operation  and customer  service of the Games (the "Fee").  The Fee shall be due
and payable to STATS as follows:

         Amount            Due and Payable
         ------            ---------------
         $16,000           September 1, 2003
         $16,000           October 1, 2003
         $18,000           November 1, 2003
         $18,000           December 1, 2003
         $20,000           January 1, 2004
         $20,000           February 1, 2004
         $20,000           March 1, 2004
         $20,000           April 1, 2004
         $20,000           May 1, 2004
         $20,000           June 1, 2004
         $20,000           July 1, 2004
         $20,000           August 1, 2004
         $20,000           September 1, 2004
         $20,000           October 1, 2004
         $20,000           November 1, 2004
         $20,000           December 1, 2004


2.   Additional Games. FSE shall have the right to request  development of up to
an additional three (3) game engines (the "Additional Game") throughout the Term
at no additional charge. Upon STATS' acceptance of such request or requests, FSE
shall pay STATS a development  and license fee in the amount of $10,000 per game
in consideration  for the development and operation of each Additional Game (the
"Additional  Games Fee") beyond the first three.  The Additional Games fee shall
be due and payable upon execution of a written addendum hereto setting forth the
specifications  for any such Additional Games.  Furthermore,  STATS will develop
any private label games based on FSE's current games for no additional charges.

3.   STATS Incentive Compensation.  As further consideration for STATS' services
to FSE  hereunder,  STATS  shall  share in any FSE Net  Profit  (as  hereinafter
defined) as follows:

     (a)  STATS shall not participate in the first $350,000 of FSE Net Profit;

     (b)  STATS shall receive 100% of the next $150,000 of FSE Net Profit; and

     (c)  STATS  shall  receive  40% of  any  additional  FSE  Net  Profit  from
          $500,000-$750,000, 45% of any additional FSE Net Profit from $750,000-
          $1 million,  and thereafter  Stats shall receive 50% of any additional
          FSE Net Profit.

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<PAGE>

For the purposes  hereof,  "FSE Net Profit" shall mean the net income of FSE for
the period of  January  1, 2004  through  December  31,  2004 based upon the P&L
statement  as prepared by FSE'S  outside  auditors to be  presented  to STATS no
later than March 15, 2005.  FSE shall  warrant that the  calculation  of FSE Net
Profit  shall be  substantially  similar  to past  years  and shall  include  no
corporate charges from FSE corporate parent or affiliated company.  Any share of
FSE Net Profit due STATS  hereunder  shall be payable to STATS as follows:  upon
receipt of the June 2004 FSE P&L Statement  based on actual profits year to date
with  final  payment  of the  balance  due upon  receipt  of the  annual FSE P&L
Statement for 2004 as contemplated above.

4.   Free  Games on  Nascar.com.  In the  event  FSE  obtains  the  right to run
free-to-play  fantasy games on  NASCAR.com  ("NASCAR.com  Games"),  FSE shall so
notify STATS and STATS shall perform  services  with respect to such  NASCAR.com
Games  consistent  with the  services  provided  with  respect to the Games.  In
consideration  for such services with respect to the NASCAR.com Games, FSE shall
pay to STATS (i) an Additional  Technical Services and License Fee in the amount
of $75,000,  payable  prior to the launch of such  NASCAR.com  Games and (ii) an
incremental  fee of $.10 per user for each user  above a  threshold  of  125,000
users.

5.   Late  Payments.  Any late  payments  of the above  noted  fees  shall  bear
interest  at the rate per  annum  equal to the  lesser  of (i) one and  one-half
percent (1 1/2%) per month or (ii) the highest rate permitted  under  applicable
law.

6.   Reporting Requirements.

     (a) FSE Reporting  Requirements.  FSE shall forward to STATS, within twenty
(20) days after the end of each month, a monthly FSE P&L  statement,  as well as
an annual P&L statement  prepared by FSE's outside  auditors no later than March
15, of the following calendar year.

     (b) Books and  Records.  Each party shall  maintain  separate  accounts and
records  at  their  principal  place  of  business  as  are  necessary  for  the
determination  of all amounts due the other  party  under this  Agreement.  Each
party  shall also have the right to hire an  independent  auditor to inspect the
other party's records and books of account for the purpose of verifying the sums
due to the other party hereunder.  The auditing party shall give the other party
not less than five (5) business days advance  written  notice of any audit.  The
auditor  shall not disclose to the  auditing  party or any other third party the
contents  of the books and  records  being  audited  other than the  information
necessary to determine  whether the party being audited has paid all amounts due
to the other party  pursuant to this  Agreement.  If such audit  reflects that a
party has  underpaid  the other party any amounts due  hereunder by five percent
(5%) or more,  the party being  audited  shall bear the cost of such audit.  Any
underpaid  amounts shall be immediately  due and payable and shall bear interest
at the rate of ten  percent  (10%) per annum from the date such  amounts  should
have been paid.

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