ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
                              LICENSING AGREEMENT

         This single user license  agreement  (the  "Licensing  Agreement") is a
binding agreement between ThirdAge,  Inc. a New York corporation with offices at
611  Broadway,  Suite  405,  New York NY,  10012 or its  assignee(s)  (hereafter
"ThirdAge") and Atlantic  International  Entertainment,  Ltd., a publicly listed
Delaware  corporation  with offices at 2200  Corporate  Blvd.,  Suite 317,  Boca
Raton, FL 33431 (hereafter  "AIE") for ThirdAge to utilize AIE's Internet casino
software (hereafter the "Internet Casino Extension" or "ICE").

         Whereas,  AIE  has  acquired  and/or  developed  software  for  use  in
operating a gaming site on the Internet/World Wide Web; and Whereas, ThirdAge is
willing to be the first  licensee of AIE,  under the terms  stated  herein.  Now
therefore,  in  consideration  of the covenants and agreements set forth herein,
the parties hereto agree as follows:

         1. SUBJECT MATTER OF THE LICENSE. The ICE includes,  but is not limited
to,  software,  computer  hardware,  trade  secrets,   proprietary  information,
computer  code and computer  processes  for creating and  operating  wagered and
non-wagered gaming activities on the Internet.  Such gaming activities  include,
but are not limited to, poker,  blackjack,  roulette,  Caribbean  poker,  bingo,
keno, slots and any other Internet game offered now, or in the future, by AIE.

         2. GRANT OF LICENSE.  The ICE is licensed and not sold hereunder.  This
Agreement grants ThirdAge the following rights:

         (a)  ThirdAge  may install and use one copy of the ICE. The ICE may not
be shared or used  concurrently  at more than one location;

         (b) ThirdAge shall have timely access to all improvements,  updates and
upgrades  developed by AIE and/or its licensees,  so long as ThirdAge is current
with its payments under Article 3 herein;

         (c) ThirdAge may adopt, or not adopt, any upgrades  provided by AIE. In
the event  ThirdAge does not adopt,  or otherwise  alters,  any part of the code
provided by AIE, ThirdAge:

             (i)  shall  be in no way  relieved  of its  obligation  to pay  the
remainder of the Article 3 Fee payable out of Net Revenue while using ICE; and

             (ii) shall remove the "ICE" logo from all software.

         (d) The above  mentioned  1(c)  shall  thereafter  constitute  the sole
liability of ThirdAge to AIE.

         3. FEE. ThirdAge shall pay to AIE:

         (a) Thirty Thousand  Dollars  ($30,000)  within ninety (90) days of the
execution of this Agreement;

         (b) an additional  Twenty Thousand Dollars  ($20,000) upon installation
by AIE of the ICE and commencement of operation as a revenue-producing  Internet
casino; and

         (c) an additional Four Hundred Thousand Dollars  ($400,000)  thereafter
to be received from a three percent (3%)  participation  in the gross revenue of
such Internet  casino operated by ThirdAge using ICE (such payment amount not to
exceed Ten  Thousand  Dollars per month)  until such time as AIE has  received a
total of Four Hundred Fifty Thousand Dollars ($450,000)  hereunder.  Thereafter,
no further revenue participation, or licensing fee of any kind, shall be due for
such license.

         Nothing in this  Agreement  shall oblige AIE to incur any expense under
this  licensing  agreement  prior to AIE  receiving  the first payment of Thirty
Thousand  Dollars  ($30,000).  ThirdAge shall be granted a thirty (30) day "cure
period" for any Fee installment not paid to AIE when due.

         4.  COPYRIGHT.  AIE represents that the ICE is, and at all times during
the  term of this  Agreement  shall  remain,  protected  by  copyright  laws and
international copyright treaties as well as other intellectual property laws and
treaties.  All title and  copyrights  to the ICE are  owned  solely by AIE.  AIE
agrees to indemnify and hold harmless  ThirdAge and its assignee(s)  against any
and all  third  party  claimants  challenging  such  ownership,  or the right to
license, by AIE. Further, AIE agrees to indemnify and hold harmless ThirdAge and
its assignee(s)  against claims of any type by anyone licensing software or code
to AIE.

         5. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

         (a) In the event of a subsequent  modification of ICE by ThirdAge, such
addition  or   improvement   shall  become  the  property  of  ThirdAge  or  its
assignee(s);  ThirdAge shall  thereafter  offer AIE a  non-exclusive  license on
terms  and  conditions  to be  determined  at the time of the  granting  of such
non-exclusive license to AIE.
<PAGE>

         (b) Other than as provided herein,  ThirdAge may not rent, lease, sell,
transfer or assign the ICE without written consent of AIE.

         6. SUPPORT AND UPGRADES.  ThirdAge  shall pay AIE Two Thousand  Dollars
($2,000) per month for the timely  telephone  technical  support and upgrades to
the current ICE for the thirty-six  (36) months  following the  commencement  of
wagering operations on the ThirdAge Internet casino.

         7.  CUSTOMIZATION.  AIE shall make  cosmetic  modifications  to the ICE
graphical user interface with specifications provided by ThirdAge.

         8. SYSTEM  HARDWARE.  AIE will  provide to ThirdAge,  at no  additional
cost, the attendant  computer  hardware  required to run the ICE and operate the
Internet casino according tot he specifications annexed hereto as Exhibit 1.

         9. TERM. The term of this  Agreement  shall commence upon the execution
hereof and shall not be terminated thereafter for any reason other than:

         (a) by AIE, for non-payment of the Fee pursuant to Article 3 herein or,

         (b) by ThirdAge,  for the breach of any  representation,  covenant,  or
obligation by AIE to ThirdAge or any of its assignees.

         10. VALUE ADDED RESELLER.  ThirdAge shall have the option to license up
to five (5)  additional ICE licenses for the lower of $250,000 or 50% percent of
the amount AIE would charge a retain (i.e. single-user)  purchaser.  Payment for
such ICE licenses shall be paid to AIE:

         (a) Thirty  Thousand  Dollars  ($30,000) on execution of the license by
assignee;

         (b) Twenty Thousand  Dollars  ($20,000) upon the installation by AIE of
the ICE and  commencement of operation as a revenue  producing  Internet casino;
and

         (c) an additional Two Hundred Thousand Dollars ($200,000) thereafter to
be received  from a three (3%)  participation  in gross revenue in such Internet
casino using ICE (such  payment  amount not to exceed Ten  Thousand  Dollars per
month)  until  such time as AIE has  received a total of Two  Hundred  and Fifty
Thousand  Dollars  ($250,000).  Thereafter no further  licensing fee, or revenue
participation  of any type,  shall be due for such license.  And, so long as any
assignee of ThirdAge is current in their Fee  payments:  (i) they shall  receive
any and all AIE  upgrades;  and  (ii) in no  instance  shall  their  license  be
terminated.

         11. TERMINATION.  This is a non-expiring  royalty-free  license for use
worldwide by ThirdAge.  AIE or ThirdAge may terminate  this  Agreement if one of
the  parties  fails to comply with the  conditions  of this  Agreement.  In such
event,  ThirdAge  must  destroy all copies of the ICE provided by AIE. A default
and/or  termination  under  this  Licensing  Agreement  by  ThirdAge  shall  not
constitute  a  default  under  any  licensing  agreement  with any  assignee  of
ThirdAge, unless such assignee is independently in default due to non-payment of
the AIE  Fee  while  operating  an  Internet  Casino  using  ICE  software.  AIE
recognizes  that  assignees  of  ThirdAge,  as  well  as  ThirdAge,  may  suffer
irreparable injury in the event of a termination of this Agreement.

         12. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of
the parties and supersedes all prior negotiations.  Article and Section headings
in this Agreement are included herein for convenience or reference only.

         EXCEPT AS PROVIDED HEREIN, ATLANTIC INTERNATIONAL  ENTERTAINMENT,  LTD.
TO THE MAXIMUM  EXTENT  PERMITTED BY DELAWARE  LAW,  DISCLAIMS  ALL  WARRANTIES,
EITHER  EXPRESSED OR IMPLIED  WITH REGARD TO THIS  PRODUCE  ANT,  EXCEPT FOR ITS
PROVEN NEGLIGENCE, 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 _______ day of March 1997.

Authorized signatory for            Authorized signatory for
ThirdAge, Inc.                      Atlantic International Entertainment, Ltd.
611 Broadway                        2200 Corporate Blvd
Suite 405                           Suite 317
New York, NY 10012                  Boca Raton, FL 33431


By: /s/ Robert Berg                 By: /s/ Richard A. Iamunno
    --------------------------          -----------------------------
    Robert W. Berg, President           Richard A. Iamunno, President

<PAGE>

                                  ADDENDUM # 1

Addendum to License Agreement between Atlantic International Entertainment. Ltd.
and ThirdAge, Inc.

DEFINITIONS AND CLARIFICATIONS

         1. Net Revenue is defined as the total  amount  wagered  less  winnings
before expenses.  A mutually  acceptable  procedure will be established to allow
AIE to determine the Net Revenue to ThirdAge from gaming operations derived from
its licensed Internet casino hereunder.  During those months that such casino is
operating  and receiving  gaming  revenue,  AIE is to receive a minimum  monthly
payment of $3000  toward the balance of the Fee.  Such  monthly  payments  shall
begin ninety (90) days after the  commencement  of gaming  operations  and shall
terminate  upon  receipt of the Fee by AIE  (pursuant  to Article 3). 2. The ICE
system is the product  licensed and does not include  non-gaming  or  non-casino
related  software that may be developed by AIE in future.  3. ThirdAge,  Inc. is
not the first licensee of the current ICE product.

PARAGRAPH MODIFICATIONS AND CLARIFICATIONS:

         1. Paragraph 1 - All casino related games  developed,  and upgrades for
the ICE software system  purchase by ThirdAge,  will be available to ThirdAge or
its assignee(s) at no additional cost.  Caribbean poker,  bingo and keno are not
currently  available but are under study for possible  development and inclusion
in the current  product.  Other Internet games may be developed by AIE hereafter
that are non-gaming and not Internet casino  related.  They are not part of this
agreement.

         2.  Paragraph  6 - Each ICE system  installed  including  those sold in
accordance  with  Paragraph  10 is  subject to the $2000 per month  support  and
upgrade charge for thirty-six (36) months following the commencement of wagering
operations.

         3.  Paragraph 7 - ThirdAge is to furnish the  necessary  graphic art to
AIE.

         4.  Paragraph  8 - The  maximum  hardware  allowance  included  in this
agreement  is $15,000  and will  include  all that is  required  to operate  the
system.  Some items on Exhibit 1; items 5 and 6 are optional at additional cost,
the software in users  computers.  As  resellers,  ThirdAge  will market the ICE
product for the equivalent consideration AIE is deriving for the product.

         5.  Paragraph  10 -  Computers  and  hardware  are not  included in the
reseller license fee but AIE will install, at n additional cost, the software in
users  computers.  As  resellers,  ThirdAge  will market the ICE product for the
equivalent consideration AIE is deriving for the product.

Agreed to this _________ day of March 1997

ThirdAge, Inc.                      Atlantic International Entertainment, Ltd


By: /s/ Robert W. Berg              By: /s/ Richard Iamunno
    --------------------------          -----------------------------
    Robert W. Berg, President           Richard A. Iamunno, President