AGREEMENT FOR PURCHASE AND SALE OF STOCK



            THIS  AGREEMENT IS MADE as of the 15th day of December,  1996 by and
between  Australian  Advisors,  Ltd. a Bahamian  corporation  with its principal
office at Bay & Deveaux Street  (hereinafter  referred to as  "Purchaser");  and
Atlantic  International  Entertainment,  Ltd., a Delaware  corporation  with its
principal office at 2200 Corporate Blvd., Suite 317, Boca Raton,  Florida 33431,
(hereinafter referred to as "Seller").

                                   WITNESSETH:


            WHEREAS,  Purchase desires to acquire and the Seller desires to sell
all shares of the (AIE, NV, Acquired  Company)  representing  100% of the issued
and  outstanding  capital  stock of the  Acquired  Company  upon the  terms  and
conditions hereinafter set forth;

            NOW,  THEREFORE,  in  consideration  of these premises,  the parties
hereto agree as follows:-


1.          PURCHASE  OF SHARES.  Purchaser  hereby  agrees to acquire  from the
SELLER of the  Acquired  Company,  100% of all  shares  of  Common  Stock of the
Acquired Company upon the terms and conditions set forth herein.


2.          TERMS OF  PURCHASE.  The  purchase  price  for the  shares  shall be
payable as follows: -

            (i)         $850,000  payable,  $2,000 at closing,  balance  payable
                        monthly,  beginning 60 days after closing, at 40% of the
                        net win  before  expenses,  or a minimum  of $3,000  per
                        month, until the balance is paid. Interest on the unpaid
                        balance shall be accrued at 8% per annum.

            (ii)        At the time of the closing of the purchases set forth in
                        Paragraphs "1" and "2" above, the Acquired Company shall
                        deliver to Purchaser stock certificates representing the
                        Shares purchased herein duly endorsed for transfer to
                        the Purchaser.


3.          REPRESENTATIONS OF ACQUIRED COMPANY.  SELLER represents and warrants
to Purchaser as follows: -

                        3.1   That the Acquired  Company has been duly organized
                              in  the  manner  set  forth  below  and  that  the
                              Certificates  of   Incorporation   have  not  been
                              revoked or canceled nor has the  Corporation  been
                              dissolved;

                        3.2   That the Acquired  Company has certain  assets and
                              liabilities as shown on Exhibit A.


4.          DELIVERY OF CORPORATE  RECORDS AT CLOSING.  SELLER shall cause to be
delivered to purchaser at the time of Closing the Corporate Minute Books,  Stock
Certificate Ledgers and unissued  Certificates,  and the Corporate Seals as well
as all financial records of the Acquired Company.

<PAGE>

5.         AGREEMENTS.  Following  the  acquisition  of the  Company the SELLER
shall allow the  Shareholders  of the  acquired  company to utilize,  show,  and
mention in  advertising  the  existing  business of the  acquired  company as an
operating model of the  webSports(TM)  and ICE(TM).  The Acquired  Company shall
receive a commission of 15% of the sale price for referrals  that lead to a sale
of any of the SELLERS gaming software systems.


6.          UNDERTAKINGS BY THE ACQUIRED COMPANY.

            6.1         During the period  prior to the closing  date  hereunder
                        the SELLER shall conduct the business operations, of the
                        acquired company in the usual and normal course.


7.          REPRESENTATIONS BY PURCHASER.  Purchaser  represents and warrants to
the SELLER as follows:-

            7.1         That Purchaser has been duly  organized  pursuant to the
                        laws   of  the   Bahamas   that   its   Certificate   of
                        Incorporation  has not been  revoked or canceled nor has
                        the Corporation been dissolved;

            7.2         That  Purchaser has expertise in foreign  operations and
                        shall  operate the  business  and expand the business in
                        areas outside the ISP States.

8.          CONDITIONS PRECEDENT TO CLOSING. All obligations of Acquired Company
and Purchaser under this Agreement are subject to the  fulfillment,  on or prior
to the closing date, of each of the following conditions;

            8.1   That the representations of Purchaser and SELLER shall be true
                  at and as of the closing  date as though such  representations
                  were made at and as of such time;

9.          APPROVALS AND RATIFICATIONS.  All transactions  contemplated by this
Agreement  shall be subject to the  approval and  ratification  of the Boards of
Directors and Shareholders of the Acquired Company and of Purchaser,  and to the
approval of Counsel for the respective parties.

10.         CLOSING DATE. The effective  date of this  transaction is January 1,
1997.  The closing under this  Agreement  shall take place at the offices of the
SELLERS in Boca Raton,  Florida on or before March 26, 1997,  and that all other
required approvals and ratification's shall be obtained by respective parties at
least 7 days prior thereto.

11.         NOTICES.  All notices under this  Agreement  shall be in writing and
addressed to the parties at the addresses  hereinabove  set forth,  and shall be
mailed by certified mail, return receipt requested.


12.         SUCCESSORS AND ASSIGNS.  This Agreement  shall bind and inure to the
benefit  of the  parties  hereto  and their  respective  legal  representatives,
successors  and  assigns,  provided,  however,  that  this  Agreement  cannot be
assigned  by any party  except by or with the  written  consent  of all  parties
hereto. Nothing herein expressed or implied is intended or shall be construed to
confer  upon or give any  person,  firm or  corporation  other than the  parties
hereto and their  respective legal  representatives,  successors and assigns any
rights or benefits under or by reason of this Agreement.

<PAGE>

13.         LAW GOVERNING.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.


                                   SIGNATURES


            IN WITNESS WHEREOF, the parties hereto have respectively executed
this Agreement as of the day and year first written above.


PURCHASER:                             /s/ David Laing
                                       ---------------
                                   By: President & CEO


                                   Date: __________________


SELLER:                                /s/ Richard Iamunno
                                       -------------------
                                  By:  President & CEO

                                  Date: ___________________


<PAGE>

                                    EXHIBIT A



Assets

Cash
Leasehold Improvements
webSports Software system
ICE Software System
Two (2) Pentium Pro Servers
Five (5) Pentium 166 Workstations
Seven (7) Monitors
Seven (7) Mice and Keyboards
One (1) Cisco Router
One (1) Hub
One (1) ASUS Motherboard
One (1) television
One (1) Fax Machine
One (1) Printer
One (1) Large Desk
Five (5) Computer Desks
Six (6) Chairs
Two (2) Fans
Three (3) Waste Baskets
One (1) Western Union Machine/Printer
One (1) Premier Quick Collect Machine/Printer




Liabilities

Accounts payables
Players balances