STOCK PURCHASE AGREEMENT

         This Agreement is entered into this 10th day of December,  1999, by and
between ONLINE GAMING SYSTEMS, LTD (f/k/a ATLANTIC INTERNATIONAL  ENTERTAINMENT,
LTD.), a Delaware  corporation  with offices at 200 E. Palmetto Park Road, Suite
200,  Boca Raton,  FL 33431  (hereinafter  referred to as "Seller") and ATLANTIC
INTERNET  HOLDINGS,  INC.,  a Florida  corporation,  with offices at 850 E. Palm
Avenue, Boca Raton, FL 33431, (hereinafter referred to as the "Purchaser").

                                    RECITALS:

         Seller owns One Hundred  (100%)  Percent of the issued and  outstanding
stock of THE EMINET DOMAIN, INC., a Delaware corporation (the "Corporation").

         Purchaser  desires to acquire One Hundred  (100%) Percent of the issued
and outstanding  stock of the Corporation and Seller desires to sell One Hundred
(100%) Percent of its stock of the  Corporation  ("Stock") to the Purchaser upon
the terms and conditions set forth herein.

         NOW,  THEREFORE,  for the  mutual  consideration  set out  herein,  the
parties agree as follows:

         1. ASSETS OF THE  CORPORATION.  Seller hereby  represents  and warrants
that the  Corporation  owns the  following,  all of which shall  hereinafter  be
collectively referred to as the "Assets":

            a.  That  certain  lease  of real  property  located  at 621 NW 53rd
Street,  Suite 135, Boca Raton,  FL 33487 and a copy of which is attached hereto
as Exhibit "A", hereinafter referred to as the "Premises";

            b. All of the personal property of the Corporation including without
limitation,   customer  lists,   insurance   policies,   residuals,   furniture,
furnishings,  fixtures and items  located in or on the Premises and as described
and listed in Exhibit "B", and made a part hereof by  reference.  Said  personal
property  shall  also  include  cash  and  inventory.  All  of the  above  items
hereinafter collectively referred to as the "Personal Property", and Seller will
not  remove  any  Personal  Property  from the  Premises  prior  to the  Closing
hereunder unless replaced in kind and value.


<PAGE>

            c. All right,  title, and interest in all intangible property now or
hereafter  owned or held by Seller or the  Corporation  in  connection  with the
Corporation's  business  now or  hereafter  conducted  or with the use  thereof,
including, but not limited to any leases,  contracts,  customer lists, telephone
exchange numbers relating to the Corporation's business.

         2. SALE OF STOCK.

            a.  Transfer of Stock.  Subject to the terms and  conditions of this
Agreement,  the Seller shall sell, convey,  transfer and assign to Purchaser the
Stock.

            b.   Liabilities.   Purchaser  shall  not  assume  any  of  Seller's
liabilities which may in any manner encumber the Stock.

         3. PURCHASE PRICE: MANNER OF PAYMENT

            In consideration  of the aforesaid sale and transfer,  the Purchaser
shall pay to the Seller,  and Seller shall accept as the purchase  price for the
Stock  at  the  Closing,   the  sum  of  TWO  MILLION   FIVE  HUNDRED   THOUSAND
($2,600,000.00)  DOLLARS ("Purchase  Price"), to be paid $100,000.00 in cash and
by the delivery of Five Hundred  Thousand  (500,000)  shares of the  Purchaser's
Convertible Preferred Stock as more fully described in the Articles of Amendment
of the Purchaser attached hereto as Exhibit "C" ("Convertible Preferred Stock").

         4.  DELIVERY  OF STOCK.  On or before the  Closing  Date,  Seller  will
deliver certificates  representing all of the Stock duly endorsed, so as to make
the  Purchaser  the sole  holder  thereof,  free and  clear  of all  claims  and
encumbrances in exchange for the delivery of the Convertible Preferred Stock.

         5.  REPRESENTATIONS OF SELLER.The Seller hereby represents and warrants
that effective this date and the Closing Date, the representations  listed below
are true and correct:

            a.  The  Seller  is the  owner  of 100  percent  of the  issued  and
outstanding  shares of stock of  Corporation;  such shares are free from claims,
liens,  or other  encumbrances;  and the  Seller  has the  unqualified  right to
transfer and dispose of such shares.

            b. The  shares  of Stock  constitute  validly  issued  shares of the

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<PAGE>

Corporation, fully paid and non-assessable.

            c. The Seller has  provided  the  Purchaser  with the  complete  and
accurate  financial  statements of the  Corporation for the years 1996, 1997 and
1998 and the results of its  operations  for the periods  covered.  There are no
liabilities, either fixed or contingent which are not disclosed therein.

            d. Neither the Seller nor the Corporation is involved in any pending
litigation  or  governmental  investigation  or  proceeding  and,  to  the  best
knowledge  of  Seller,  no  litigation,   claims  assessments,  or  governmental
investigation or proceeding is threatened against the Seller, the Corporation or
its properties,  except that certain litigation  entitled Axxsys  International,
Inc. vs. Atlantic International  Entertainment,  Ltd., in the Palm Beach Circuit
Court,  Case No. 98-10286 AD, for which the Seller agrees to continue to pay for
the cost of defense of said action.

            e. As of the Closing Date, the Corporation  will be in good standing
in its state of  incorporation,  and will be in good standing and duly qualified
to do business in each state where required to be so qualified.

            f. To the best of Seller's information, the Corporation has complied
with all  state,  federal  and  local  laws in  connection  with its  formation,
issuance of securities,  organization,  capitalization  and  operations,  and no
contingent liabilities have been threatened or claims made, and no basis for the
same  exists  with  respect to said  operations,  formation  or  capitalization,
including claims for violation of any state or federal securities laws.

            g. The  Corporation  has  filed  all  governmental,  tax or  related
returns  and  reports  due or  required  to be filed  and has paid all  taxes or
assessments which have become due as of closing.

            h. The  Corporation  has not breached any agreement to which it is a
party.

            i. The Corporation has no subsidiary or affiliated corporations with
which it engages in business or which  directly or  indirectly  compete with the
Corporation.

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<PAGE>

            j. The  execution of this  Agreement  will not violate or breach any
agreement, contract, or commitment to which the Corporation or Seller is a party
and has been duly authorized by all appropriate and necessary action.

            k. At the date of this  Agreement  Seller  has,  and at the  Closing
Date, will have to the best of their knowledge, disclosed all events, conditions
and facts  materially  affecting the business and prospects of the  Corporation.
Seller has not now and will not have, at the Closing Date, withheld knowledge of
any such  events,  conditions,  and facts  which she  knows,  or has  reasonable
grounds  to know,  may  materially  affect the  business  and  prospects  of the
Corporation.

         6.  REPRESENTATIONS  OF PURCHASER.  The Purchaser hereby represents and
warrants  that  effective  this date and the Closing Date,  the  representations
listed below are true and correct:

            a. The Purchaser has the  unqualified  right to transfer and dispose
of the Convertible Preferred Stock.

            b. The shares of  Convertible  Preferred  Stock  constitute  validly
issued shares of the Purchaser, fully paid and non-assessable.

            c. The  Purchaser  has  provided  the Seller with the  complete  and
accurate financial statements of the Purchaser from its inception until the date
of this Agreement.  There are no liabilities,  either fixed or contingent  which
are not disclosed therein.


            d.  The   Purchaser  is  involved  in  any  pending   litigation  or
governmental   investigation  or  proceeding  and,  to  the  best  knowledge  of
Purchaser, no litigation,  claims assessments,  or governmental investigation or
proceeding is threatened against the Purchaser or its properties.

            e. As of the Closing Date, the Purchaser will be in good standing in
its state of  incorporation,  and will be in good standing and duly qualified to
do business in each state where required to be so qualified.

            f.  To the  best  of  Purchaser's  information,  the  Purchaser  has
complied  with  all  state,  federal  and  local  laws in  connection  with  its
formation, issuance of securities, organization,  capitalization and operations,
and no contingent  liabilities have been

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<PAGE>

threatened or claims made, and no basis for the same exists with respect to said
operations,  formation or capitalization,  including claims for violation of any
state or federal securities laws.

            g. The Purchaser and its  subsidiaries  has filed all  governmental,
tax or related  returns and reports due or required to be filed and has paid all
taxes or assessments which have become due as of closing.

            h. The  Purchaser  has not breached  any  agreement to which it is a
party.


            i. The Corporation has subsidiary with which it engages in business.


            j. The  execution of this  Agreement  will not violate or breach any
agreement,  contract,  or  commitment  to which the Purchaser is a party and has
been duly authorized by all appropriate and necessary action.

            k. At the date of this  Agreement  Purchaser has, and at the Closing
Date, will have to the best of their knowledge, disclosed all events, conditions
and facts  materially  affecting  the business and  prospects of the  Purchaser.
Purchaser has not now and will not have, at the Closing Date, withheld knowledge
of any such  events,  conditions,  and facts which it knows,  or has  reasonable
grounds  to know,  may  materially  affect the  business  and  prospects  of the
Corporation.

         7. CLOSING DATE. The Closing Date herein referred to shall be upon such
date as the parties  hereto may mutually  agree upon but is expected to be on or
about  December 15, 1999 and closing  shall take place in the office of Seller's
counsel at 10:00 a.m.

         8. CONDITIONS  PRECEDENT TO THE PURCHASE.  All obligations of Purchaser
under  this  Agreement  are  subject to the  fulfillment,  prior to or as of the
Closing Date, of each of the following conditions:

            a. The representations and warranties by or on behalf of the parties
hereto  contained in this Agreement or in any certificate or documents  pursuant
to the provisions hereof shall be true in all material respects at and as of the
time of Closing as though such  representations  and warranties were made at and
as of such time.

            b. The parties  hereto shall have  performed  and complied  with all

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<PAGE>

covenants, agreements, and conditions required by this Agreement to be performed
or complied with by it prior to or at the Closing on the Closing Date.

            c. All current  officers  and  directors  of the  Corporation  shall
tender their resignations as an officer and director of the Corporation.

            d.  The  Corporation's  business  shall  be  conducted  only  in the
ordinary course,  which shall include the maintenance of all insurance policies,
but which shall not include the making of any single  commitment of any type for
more than  $1,000.00 or involve any single  payment by the  Corporation  of more
than  $1,000.00,  except for those normal trade  accounts  generally  payable in
amounts in excess of $1,000.00.  The Corporation  shall not merge or consolidate
with any  other  corporation;  nor shall  the  Corporation  sell or lease all or
substantially all of its assets and business or acquire all or substantially all
of the stock or the business or assets of any other person,  firm,  association,
corporation or business organization or agree to do any of the foregoing.

            e. The  Corporation  shall not sell or lease any capital assets with
an original  cost or current  market value in excess of $1,000.00 for any single
item,  or  mortgage  or pledge any of its  properties  or assets,  or borrow any
money, or incur,  assume or guarantee or otherwise become directly or indirectly
responsible for the payment of any  indebtedness or any other  obligation of any
other person,  firm,  association,  corporation or business  organization (other
than the  endorsement  of  negotiable  instruments  for deposit or collection or
similar transactions in the ordinary course of business).

            f. Seller shall use its best  efforts to preserve the  Corporation's
business organization intact, to keep available to Purchaser the services of the
Corporation's  employees  and  to  preserve  existing  business  relations  with
suppliers, customers and others.

            g. The  Corporation  shall use its best  efforts to comply  with all
laws  applicable  to it and to the conduct of its business and shall conduct its
business in such a manner that the representations  and warranties  contained in
this Agreement shall be true as though such  representations and warranties were
made continuously.

            h. The Seller shall enter into an agreement for the use of redundant

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<PAGE>

internet connectivity for two years commencing April 1, 1999 at the monthly rate
of $2,000.00.

            i.  Purchaser  shall have  received  an  opinion of counsel  for the
Seller that as of the Closing Date that the Corporation is duly  incorporate and
in good standing under the laws of Delaware with a capitalization as represented
by the  Corporation's  articles of  incorporation  and that the  Corporation  is
licensed or qualified to do business in the State of Florida.

         9.  RISK OF LOSS.  In the  event  that  damage,  destruction,  or other
casualty to the Premises or the Assets,  either partial or total,  which results
in reconstruction costs required to be expended in excess of $20,000.00,  occurs
prior to the Closing,  Purchaser will, at his option, elect to proceed under one
of the following subparagraphs:

            a. To cancel this  Agreement,  in which  event any  deposit  paid by
Purchaser  hereunder  will be returned  to it and all parties to this  Agreement
will be relieved of further responsibilities hereunder; or

            b. To accept an  assignment of all  insurance  proceeds  relating to
such  damage,  destruction,  or other  casualty,  and to accept the Premises and
Assets in their then existing condition.

         10.  TERMINATION.  In the event of the institution of any  proceedings,
judicial,  administrative or otherwise,  relating to the taking or to a proposed
taking of any portion of the Assets or Premises by eminent domain, condemnation,
or  otherwise,  prior to  Closing,  Purchaser  will have the right and option to
terminate  this  Agreement by giving Seller written notice to such effect at any
time after receipt of it of  notification  of such  occurrence  or  occurrences.
Seller hereby agrees to furnish Purchaser with written notice in respect thereof
within Forty Eight (48) Hours from Seller's receipt of knowledge or notification
of such an occurrence. In the event Purchaser elects to terminate this Agreement
under this  provision,  the total  deposit  will be  returned to  Purchaser  and
thereafter the parties hereto will be released from their respective obligations
hereunder.  The term "eminent domain,  condemnation or otherwise" will be deemed
to include, without limitation,  such damage to the Premises or the Assets as is
caused by a change of

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<PAGE>

grade of any street or road  serving or adjacent to the  Premises as well as any
inverse condemnation.

         11.  NATURE  AND  SURVIVAL  OF  REPRESENTATIONS.  All  representations,
warranties and covenants  made by any party in this Agreement  shall survive the
Closing hereunder and the consummation of the transactions  contemplated  hereby
for two years from the date hereof.  All of the parties hereto are executing and
carrying  out the  provisions  of  this  Agreement  in  reliance  solely  on the
representations,  warranties  and  covenants  and  agreements  contained in this
Agreement or at the Closing of the transactions herein provided for and not upon
any  investigation  upon  which  it  might  have  made  or any  representations,
warranty, agreement, promise or information,  written or oral, made by the other
party or any other person other than as specifically set forth herein.

         12. DOCUMENTS AT CLOSING.  At the Closing,  the following  transactions
shall occur, all of such transactions being deemed to occur simultaneously:

            a. Seller will deliver,  or cause to be delivered,  to Purchaser the
following:

                (1)  stock   certificates  for  the  Stock,  duly  endorsed  and
guaranteed in blank.

                (2) all corporate records of the Corporation,  including without
limitation corporate minute books (which shall contain copies of the Articles of
Incorporation  and  Bylaws,  as  amended to the  Closing),  stock  books,  stock
transfer books,  corporate  seals, and other such corporate books and records as
may reasonably requested for review by Purchaser and its counsel; and

                (3) such other instruments,  documents and certificates, if any,
as are required to be delivered  pursuant to the provision of this  Agreement or
which may be  reasonably  requested  in  furtherance  of the  provision  of this
Agreement.

                (4) an agreement between the Seller and the Purchaser  requiring
the Seller to provide to the Purchaser  accounting,  legal, auditing and related
services  for the  Purchaser  through  the end of the  audit  and  filing of the
federal tax return for the calendar  year 1999.

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<PAGE>

            b.  Purchaser  will  deliver  the  Convertible  Preferred  Stock  as
provided hereinabove.

         12. MISCELLANEOUS

            a. Further Assurances.  At any time and from time to time, after the
effective  date,  each party will execute such  additional  instruments and take
such  action as may be  reasonably  requested  by the other  party to confirm or
perfect  title to any property  transferred  hereunder or otherwise to carry out
the intent and purposes of this Agreement.

            b.  Waiver.  Any  failure on the part of any party  hereto to comply
with any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.

            c.  Brokers.  Neither party has employed any brokers or finders with
regard to this Agreement  unless  otherwise  described in writing to all parties
hereto.

            d. Notices. All notices and other communications  hereunder shall be
in writing and shall be deemed to have given if  delivered  in person or sent by
prepaid first class registered or certified mail, return receipt requested.

            e. Headings.  The section and  subsection  heading in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

            f.  Counterparts.  This Agreement may be executed  simultaneously in
two or more counterparts,  each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

            g.  Governing  Law.  This  Agreement  was  negotiated  and is  being
contracted for in the State of Florida, and shall be governed by the laws of the
State of Florida,  and the  securities  being issued herein are being issued and
delivered in the State of Florida in accordance  with isolated  transaction  and
non-public offering exemption.

            h. Binding Effect.  This Agreement shall be binding upon the parties
hereto  and  inure  to the  benefit  of the  parties,  their  respective  heirs,
administrators, executors, successors and assigns.

            i. Entire  Agreement.  This Agreement  contains the entire agreement
between  the  parties  hereto  and  supersedes  any  and all  prior  agreements,
arrangements  or  understandings  between  the  parties  relating to the subject
matter  hereof.  No oral  understandings,  statements,  promises or  inducements
contrary to the terms of this Agreement exist. No  representations,  warranties,
covenants or  conditions,  express or implied,  other than as set forth  herein,
have been made by any party.

            j. Time. Time is of the essence.

            k.  Severability.  If any part of this  Agreement  is  deemed  to be
unenforceable  the  balance  of the  Agreement  shall  remain in full  force and
effect.

            l.  Default  Costs.  In the event any party  hereto has to resort to
legal action to enforce any of the terms hereof, such party shall be entitled to
collect attorneys fees and other costs from the party in default.

            m.  This  Agreement  and the  transactions  contemplated  herein  is
subject to the  approval of the  Seller's and  Purchaser's  Board of  Directors,
which  approval shall be obtained no later than Ten (10) business days after the
execution of this Agreement.

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

WITNESSES:                               SELLER



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                                         President

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                                         PURCHASER

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                                         President

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