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                                                                   Exhibit 10.19


                            NON TRANSFERABLE WARRANT

THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFER, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE
COMPANY RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.

                       INTERNATIONAL SPORTS WAGERING, INC.


               Warrant for the Purchase of Shares of Common Stock,
                            par value $.001 per share

                     This Warrant Expires on March 16, 2005

No. 1                                                             426,087 Shares


         THIS CERTIFIES that, for value received, Global Interactive Gaming,
Inc. and Global Interactive Gaming AG with an address at c/o Stephan Haimo,
Gibson Dunn & Crutcher LLP, 200 Park Avenue, New York, New York 10166
(collectively the "Holder") is entitled to subscribe for and purchase from
International Sports Wagering Inc., a Delaware corporation (the "Company"), upon
the terms and conditions set forth herein, at any time commencing on September
17, 2001 or from time to time before 5:00p.m. on March 16, 2005, New York time
(the "Exercise Period"), 426,087 shares of the Company's Common Stock, par value
$.001 per share ("Common Stock"), at a price equal to $4.38 per share ("Exercise
Price"). As used herein the term "Warrant" shall mean and include this Warrant
and any Warrant or Warrants hereafter issued as a consequence of the exercise or
transfer of this Warrant in whole or in part.

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         This number of shares of Common Stock issuable upon exercise of the
Warrants (the "Warrant Shares") and the Exercise may be adjusted from time to
time as hereinafter set forth.

         1. This Warrant may be exercised during the Exercise Period, as to the
whole or any lesser number of whole Warrant Shares, but in no event less than
50,000 Warrant Shares, unless less than 50,000 Warrant Shares remain exercisable
on the Exercise Date, by the surrender of this Warrant (with the election at the
end hereof duly executed) to the Company at its office at 201 Lower Notch Road,
Little Falls, New Jersey 07424, or at such other place as is designated in
writing by the Company. Such executed election must be accompanied by payment in
an amount (the "Stock Purchase Price") equal to the Exercise Price multiplied by
the number of Warrant Shares for which this Warrant is being exercised. Such
payment shall be made by certified or bank cashier's check payable to the order
of the Company.

         2. Upon each exercise of the Holder's rights to purchase Warrant
Shares, the Holder shall be deemed to be the holder of record of the Warrant
Shares issuable upon such exercise, notwithstanding that the transfer books of
the Company shall then be closed or certificates representing such Warrant
Shares shall not then have been actually delivered to the Holder. As soon as
practicable after each such exercise of this Warrant, the Company shall issue
and deliver to the Holder a certificate or certificates for the Warrant Shares
issuable upon such exercise, registered in the name of the Holder or its
designee. If this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and deliver a new
Warrant evidencing the right of the Holder to purchase the balance of the
Warrant Shares subject to purchase hereunder.

         3. (a) Any Warrant issued upon exercise in part of this Warrant shall
be numbered and shall be registered in a Warrant Register as they are issued.
The Company shall be entitled to treat the registered holder of any Warrant on
the Warrant Register as the owner in fact thereof for all purposes and shall not
be bound to recognize any equitable or other claim to or interest in such
Warrant on the part of any other person, and shall not be liable for any
registration or transfer of Warrants which are registered or to be registered in
the name of a fiduciary or the nominee of a fiduciary unless made with the
actual knowledge that a fiduciary or nominee is committing a breach of trust in
requesting such registration or transfer, or with the knowledge of such facts
that its participation therein amounts to bad faith. This Warrant shall be
transferable only on the books of the Company upon delivery thereof duly
endorsed by the Holder or by his authorized attorney or representative, or
accompanied by proper evidence of succession, assignment (in accordance with the
terms hereof), or authority to transfer. In all cased of transfer by an
attorney, executor, administrator, guardian, or other legal representative, duly
authenticated evidence of his or its authority shall be produced. Upon any
registration of transfer, the Company shall deliver a new Warrant or Warrants to
the person entitled thereto. This Warrant may be exchanged, at the option of the
Holder thereof, for another Warrant, or other Warrants of different


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denominations, of like tenor and representing in the aggregate the right to
purchase a like number of Warrant Shares (or portions thereof), upon surrender
to the Company or its duly authorized agent; provided that Warrants exercisable
for less than 50,000 Warrant Shares may not be issued, unless that is the
remaining number of Warrant Shares for which the Warrant is exercisable.
Notwithstanding the foregoing, the Company shall have no obligation to cause
Warrants to be transferred on its books to any person if, in the opinion of
counsel to the Company, such transfer does not comply with the provisions of the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
thereunder.

         (b) The Holder acknowledges that he has been advised by the Company
that neither this Warrant nor the Warrant Shares have been registered under the
Act, that this Warrant is being or has been issued and the Warrant Shares may be
issued on the basis of the statutory exemption provided by Section4(2) of the
Act or Regulation D promulgated thereunder, or both, relating to transactions by
an issuer not involving any public offering, and that the Company's reliance
thereon is based in part upon the representations made by the Holder in Exhibit
A attached hereto. The Holder acknowledges that he has been informed by the
Company of, or is otherwise familiar with, the nature of the limitations imposed
by the Act and rules and regulations thereunder on the transfer of securities.
In particular, the Holder agrees that no sale, assignment or transfer of this
Warrant or the Warrant Shares issuable upon exercise hereof shall be valid or
effective, and the Company shall not be required to give any effect to any such
sale, assignment or transfer, unless (i) the sale, assignment or transfer of
this Warrant or such Warrant Shares is registered under the Act, it being
understood that neither this Warrant nor such Warrant Shares are currently
registered for sale and that the Company has no obligation or intention to so
register this Warrant or such Warrant Shares except as specifically provided,
herein, or (ii) this Warrant or such Warrant Shares are sold, assigned or
transferred in accordance with all the requirements and limitations of Rule 144
under the Act or (iii) such sale, assignment, or transfer is otherwise exempt
form registration under the Act.

         4. The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of the rights to purchase all Warrant Shares granted pursuant to
this Warrant, such number of shares of Common Stock as shall, from time to time,
be sufficient therefor. The Company covenants that all shares of Common Stock
issuable upon exercise of this Warrant, upon receipt by the Company of the full
Exercise Price therefor, shall be validly issued, fully paid, nonasessable, and
free of preemptive rights.

         5. (a) In case the Company shall at any time after the date the Warrant
was first issued (i) declare a dividend on the outstanding Common Stock payable
in shares of its capital stock, (ii) subdivide the outstanding Common Stock,
(iii) combine the outstanding Common Stock into a smaller number of shares, or
(iv) issue any shares of its capital stock by reclassification of the Common
Stock (including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), then, in each case,
the Exercise Price, and the number of Warrant Shares issuable upon exercise of
this Warrant, in effect at the time of the record date for such dividend or of
the effective date of such subdivision, combination, or reclassification, shall


                                       3
<PAGE>

be proportionately adjusted so that the Holder after such time shall be entitled
to receive the aggregate number and kind of shares which, if such Warrant had
been exercised immediately prior to such time, such Holder would have owned upon
such exercise and been entitled to receive by virtue of such dividend,
subdivision, combination, or reclassification. Such adjustment shall be made
successively whenever any event listed above shall occur.

         (b) In case the Company shall issue or fix a record date for the
issuance to all holders of Common Stock of rights, options, or warrants to
subscribe for or purchase Common Stock (or securities convertible into or
exchangeable for Common Stock) at a price per share (or having a conversion or
exchange price per share, if a security convertible into or exchangeable for
Common Stock) less than the Current Market Price per share of Common Stock (as
defined in Section 5(d) hereof) on such record date, then, in each case, the
Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the number of shares of Common Stock outstanding on such record date
plus the number of shares of Common Stock which the aggregate offering price of
the total number of shares of Common Stock so to be offered (or the aggregate
initial conversion or exchange price of the convertible or exchangeable
securities to be offered) would purchase at such Current Market Price and the
denominator of which shall be the number of shares of Common Stock outstanding
on such record date plus the number of additional shares of Common Stock to be
offered for subscription or purchase (or into which the convertible or
exchangeable securities so to be offered are initially convertible or
exchangeable); provided, however, that no such adjustment shall be made which
results in an increase in the Exercise Price. Such adjustment shall become
effective at the close of business on such record date; provided, however, that,
to the extent the shares of Common Stock (or securities convertible into or
exchangeable for shares of Common Stock) are not delivered, the Exercise Price
shall be readjusted after the expiration of such rights, options, or warrants
(but only with respect to Warrants exercised after such expiration), to the
Exercise Price which would then be in effect had the adjustments made upon the
issuance of such rights, options, or warrants been made upon the basis of
delivery of only the number of shares of Common Stock (or securities convertible
into or exchangeable for such shares of Common Stock) actually issued. In case
any subscription price may be paid in a consideration part or all of which shall
be in a form other than cash, the value of such consideration shall be as
determined in good faith by the Board of Directors of the Company, whose
determination shall be conclusive absent manifest error. Shares of Common Stock
owned by or held for the account of the Company or any majority-owned subsidiary
shall no be deemed outstanding for the purpose of any such computation.

         (c) In case the Company shall distribute to all holders of Common Stock
(including any such distribution made to the stockholders of the Company in
connection with a consolidation or merger in which the Company is the continuing
corporation) evidences of its indebtedness, cash (other than any cash dividend
which, together with any cash dividends paid within the 12 months prior to the
record date for such distribution, does not exceed 5% of the Current Market
Price at the record date for such distribution) or assets (other than
distributions and dividends payable in shares of Common Stock), or rights,
options, or warrants to subscribe for or purchase Common Stock or securities


                                       4
<PAGE>

convertible into or changeable for shares of Common Stock (excluding those with
respect to the issuance of which an adjustment of the Exercise Price is provided
pursuant to section 5(b) hereof), then, in each case, the Exercise Price shall
be adjusted by multiplying the Exercise Price in effect immediately prior to the
record date for the determination of stockholders entitled to receive such
distribution by a fraction, the numerator of which shall be the Current Market
Price per share of Common Stock on such record date, less the fair market value
(as determined in good faith by the Board of Directors of the Company, whose
determination shall be conclusive absent manifest error) of the portion of the
evidences of indebtedness or assets so to be distributed, or of such rights,
options, or warrants or convertible or exchangeable securities, or the amount of
such cash, applicable to one share, and the denominator of which shall be such
Current Market Price per share of Common Stock. Such adjustment shall become
effective at the close of business on such record date.

         (d) For the purpose of any computation under this Section 5, the
Current Market Price per share of Common Stock on any date shall be deemed to be
the average of the daily closing prices for the 15 consecutive trading days
immediately preceding the date in question. The closing price for each day shall
be the last reported sales price regular way or, in case no such reported sale
takes place on such day, the closing bid price regular way, in either case on
the principal national securities exchange (including, for purposes hereof, the
NASDAQ National Market or Small Cap Market) on which the Common Stock is listed
or admitted to trading or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, the highest reported bid price for
the Common Stock as furnished by the National Association of Securities Dealers,
Inc. through NASDAQ or a similar organization if NASDAQ is no longer reporting
such information. If on any such date the Common Stock is not listed or admitted
to trading on any national securities exchange and is not quoted by NASDAQ or
any similar organization, the fair value of a share of Common Stock on such
date, as determined in good faith by the Board of Directors of the Company,
whose determination shall be conclusive absent manifest error, shall be used.

         (e) No adjustment in the Exercise Price shall be required if such
adjustment is less than $.05; provided, however, that any adjustments which by
reason of this Section 5 are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations under this
Section 5 shall be made to the nearest cent or to the nearest one-thousandth of
a share, as the case may be.

         (f) In any case in which this Section 5 shall require that an
adjustment in the Exercise Price be made effective as of a record date for a
specified event, the Company may elect to defer, until the occurrence of such
event, issuing to the Holder, if the Holder exercised this Warrant after such
record date, the shares of Common Stock, if any, issuable upon exercise on the
basis of the Exercise Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to the Holder a due bill or other
appropriate instrument evidencing the Holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.

         (g) Upon each adjustment of the Exercise Price as a result of the
calculations made in Section 5(b) or 5(c) hereof, this Warrant shall thereafter


                                       5
<PAGE>

evidence the right to purchase, at the adjusted Exercise Price, that number of
shares (calculated to the nearest thousandth) obtained by dividing (A) the
product obtained by multiplying the number of shares purchasable upon exercise
of this Warrant prior to adjustment of the number of shares by the Exercise
Price in effect after such adjustment of the Exercise Price by (B) the Exercise
Price in effect after such adjustment of the Exercise Price.

         (h) Whenever there shall be an adjustment as provided in this Section
5, the Company shall promptly cause written notice thereof to be sent by
certified or registered mail, postage prepaid, to the Holder, at its address as
it shall appear in the Warrant Register, which notice shall be accompanied by an
officer's certificate setting forth the number of Warrant Shares purchasable
upon the exercise of this Warrant and the Exercise Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment and
the computation thereof, which officer's certificate shall be conclusive
evidence of the correctness of any such adjustment absent manifest error.

         (i) The Company shall not be required to issue fractions of shares of
Common Stock or other capital stock of the Company upon the exercise of this
Warrant. If any fraction of a share would be issuable on the exercise of this
Warrant (or specified portions thereof), the Company shall purchase such
fraction for an amount in cash equal to the same fraction of the Current Market
Price of such share of Common Stock on the date of exercise of this Warrant.

         6. (a) In case of any consolidation with or merger of the Company with
or into another corporation (other than a merger or consolidation in which the
Company is the surviving or continuing corporation), or in case of any sale,
lease or conveyance to another corporation of the property and assets of any
nature of the Company as an entirety or substantially as an entirety, such
successor, leasing, or purchasing corporation, as the case may be, shall (i)
execute with the Holder an agreement providing that the Holder shall have the
right thereafter to receive upon exercise of this Warrant solely the kind and
amount of shares of stock and other securities, property, cash, or any
combination thereof receivable upon such consolidation, merger, sale, lease, or
conveyance by a holder of the number of shares of Common Stock for which this
Warrant might have been exercised immediately prior to such consolidation,
merger, sale, lease, or conveyance, and (ii) make effective provision in its
certificate of incorporation or otherwise, if necessary, to effect such
agreement. Such agreement shall provide for adjustments which shall be as nearly
equivalent as practicable to the adjustments in Section 5.

         (b) In case of any reclassification or change of the shares of Common
Stock issuable upon exercise of this Warrant (other than a change in par value
or from no par value to a specified par value, or as a result of a subdivision
or combination, but including any change in the shares into two or more classes
or series of shares), or in case of any consolidation or merger of another
corporation into the Company in which the Company is the continuing corporation
and in which there is a reclassification or change (including a change to the
right to receive cash or other property) of the shares of Common Stock (other
than a change in par value, or from no par value to a specified par value, or as


                                       6
<PAGE>

a result of a subdivision or combination, but including any change in the shares
into two or more classes or series of shares), the Holder shall have the right
thereafter to receive upon exercise of this Warrant solely the kind and amount
of shares of stock and other securities, property, cash, or any combination
thereof receivable upon such reclassification, change, consolidation, or merger
by a holder of the number of shares of Common Stock for which this Warrant might
have been exercised immediately prior to such reclassification, change,
consolidation, or merger. Thereafter, appropriate provision shall be made for
adjustments which shall be as nearly equivalent as practicable to the
adjustments in Section 5.

         (c) Notwithstanding anything to the contrary herein contained, in the
event of a transaction contemplated by Section 6(a) in which the surviving,
continuing, successor, or purchasing corporation demands that all outstanding
Warrants be extinguished prior to the closing date of the contemplated
transaction, the Company shall give prior notice (the "Merger Notice") thereof
to the Holders advising them of such transaction. The Holders shall have ten
days after the date of the Merger Notice to elect to (i) exercise the Warrants
in the manner provided herein or (ii) receive from the surviving, continuing,
successor, or purchasing corporation the same consideration receivable by a
holder of the number of shares of Common Stock for which this Warrant might have
been exercised immediately prior to such consolidation, merger, sale, or
purchase reduced by such amount of the consideration as has a market value equal
to the Exercise Price, as determined by the Board of Directors of the Company,
whose determination shall be conclusive absent manifest error. If any Holder
fails to timely notify the Company of its election, the Holder shall be deemed
for all purposes to have elected the option set forth in (ii) above. Any amounts
receivable by a Holder who has elected the option set forth in (ii) above shall
be payable at the same time as amounts payable to stockholders in connection
with any such transactions.

         (d) The above provisions of this Section 6 shall similarly apply to
successive reclassifications and changes of shares of Common Stock and to
successive consolidations, mergers, sales, leases, or conveyances.

         7. In case at any time the Company shall propose to:

         (a) pay any dividend or make any distribution on shares of Common Stock
in shares of Common Stock or make any other distribution (other than regularly
scheduled cash dividends which are not in a greater amount per share than the
most recent such cash dividend) to all holders of Common Stock; or

         (b) issue any rights, warrants, or other securities to all holders of
Common Stock entitling them to purchase any additional shares of Common Stock or
any other rights, warrants, or other securities; or

         (c) effect any reclassification or change of outstanding shares of
Common Stock, or any consolidation, merger, sale, lease, or conveyance of
property, described in Section 6; or

                                       7
<PAGE>

         (d) effect any liquidation, dissolution, or winding-up of the Company;
or

         (e) take any other action which would cause an adjustment to the
Exercise Price;


then, and in any one or more of such cases, the Company shall give written
notice thereof, by certified or registered mail, postage prepaid, to the Holder
at the Holder's address as it shall appear on the Warrant Register, mailed at
least 10 days prior to (i) the date as of which the holders of record of shares
of Common Stock to be entitled to receive any such dividend, distribution,
rights, warrants, or other securities are to be determined, (ii) the date on
which any such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up is expected to become effective, and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up, or (iii) the date of such action which would require
an adjustment to the Exercise Price.

         8. The issuance of any shares or other securities upon the exercise of
this Warrant, and the delivery of certificates or other instruments representing
such shares or other securities, shall be made without charge to the Holder for
any tax or other charge in respect of such issuance. The Company shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of any certificate in a name other
than that of the Holder and the Company shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

         (a) If, at any time following the date of issuance of this Warrant, the
Company shall file a registration statement (other than any registration
statement on Form S-4, Form S-8, or any successor or comparable form) with the
Securities and Exchange Commission (the "Commission") while any Registrable
Securities (as hereinafter defined) are outstanding, and for any reason any
Eligible Holder (as hereinafter defined) will not otherwise have, as of the
effective date of such registration statement, the benefit of an effective
registration statement, registering for sale such Eligible Holders' Registrable
Securities, the Company shall give all such Eligible Holders at least 15 days
prior written notice of the filing of such registration statement. If requested
by any such Eligible Holder in writing within 10 days after receipt of any such
notice, the Company shall, at the Company's sole expense (other than the fees
and disbursements of counsel for such Eligible Holders and the underwriting
discounts, if any, payable in respect of the Registrable Securities registered
or sold by any such Eligible Holder), register or qualify all or, at each such
Eligible Holder's option, any portion of the Registrable Securities of any such
Eligible Holders who shall have made such request, concurrently with the
registration of such other securities, all to the extent requisite to permit the
public offering and sale of such Eligible Holders' Registrable Securities


                                       8
<PAGE>

through the facilities of all appropriate securities exchanges and the
over-the-counter market, and will use its commercially reasonable efforts
through its officers, directors, auditors, and counsel to cause such
registration statement to become effective as promptly as practicable.
Notwithstanding the foregoing, if the managing underwriter of any such offering,
if any, shall advise the Company in writing that, in its opinion, the
distribution of all or a portion of the Registrable Securities requested to be
included in the registration concurrently with the securities being registered
by the Company would materially adversely affect the distribution of such
securities by the Company for its own account, then any Eligible Holder who
shall have requested registration of his or its Registrable Securities shall not
be entitled to have such Eligible Holder's Registrable Securities (or the
portions thereof so designated by such managing underwriter included in such
registration statement, provided that no such exclusion or reduction shall be
made as to any Registrable Securities if any securities of the Company are
included in such registration statement for the account of any person other than
the Company and any Eligible Holder unless the securities so included in such
registration statement for each such other person or persons requesting
registration shall have been reduced by the same proportion (based upon the
total amount of securities for which each person has requested registration in
such registration statement) as the Registrable Securities which were requested
to be included in such registration were reduced. As used herein (i)
"Registrable Securities" shall mean the Warrant Shares, if any, which in each
case, have not previously been sold pursuant to a registration statement or Rule
144 promulgated under the Act and (ii) "Eligible Holders" shall mean the then
holders of Registrable Securities.

         (b) In the event of a registration pursuant to the provisions of this
Section 8, the Company shall use its commercially reasonable efforts to cause
the Registrable Securities so registered to be registered or qualified for sale
under the securities or blue sky laws of such jurisdictions as the Holder or
such holders may reasonably request; provided, however, that the Company shall
not by reason of this Section 8(b) be required to qualify to do business in any
state in which it is not otherwise required to qualify to do business or to file
a general consent to service process.

         (c) The Company shall keep effective any registration or qualification
contemplated by this Section 8 and shall from time to time amend or supplement
each applicable registration statement, preliminary prospectus, final
prospectus, application, document, and communication for such period of time as
shall be required to permit the Eligible Holders to complete the offer and sale
of the Registrable Securities covered thereby; provided, however, that the
Company shall in no event be required to keep registration or qualification
under Section 8(a) above in effect for more than two years from the effective
date thereof; provided, however, that, if the Company is required to keep any
such registration or qualification in effect with respect to securities other
than the Registrable Securities beyond such period, the Company shall keep such
registration or qualification in effect as it relates to the Registrable
Securities for so long as such registration or qualification remains or is
required to remain in effect in respect of such other securities.

                                       9
<PAGE>

         (d) In the event of a registration pursuant to the provisions of this
Section 8, the Company shall furnish to each Eligible Holder such number of
copies of the registration statement and of each amendment and supplement
thereto (in each case, including all exhibits), such number of copies of each
prospectus contained in such registration statement and each supplement or
amendment thereto (including each preliminary prospectus), all of which shall
conform to the requirements of the Act and the rules and regulations thereunder,
and such other documents, as any Eligible Holder may reasonably request to
facilitate the disposition of the Registrable Securities included in such
registration.

         (e) The Company agrees that, until all the Registrable Securities have
been sold under a registration statement or pursuant to Rule 144 under the Act,
it shall use its commercially reasonable efforts to keep current in filing all
reports, statements and other materials required to be filed with the Commission
to permit holders of the Registrable Securities to sell such securities under
Rule 144.

         9. (a) Subject to the conditions set forth below, the Company agrees to
indemnify and hold harmless each Eligible Holder, its officers, directors,
partners, employees, agents, and counsel, and each person, if any, who controls
any such person within the meaning of Section 15 of the Act or Section 20(a) of
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), from
and against any and all loss, liability, charge, claim, damage, and expense
whatsoever (which shall include, for all purposes of this Section 9, without
limitation, reasonable attorneys' fees and any reasonable expense incurred in
investigating, preparing, or defending against any litigation, commenced or
threatened, or any claim whatsoever, and any and all amounts paid in settlement
of any claim of litigation), as and when incurred, arising out of, based upon,
or in connection with (i) any untrue statement or alleged untrue statement of a
material fact contained (A) in any registration statement, preliminary
prospectus, or final prospectus (as from time to time amended and supplemented),
or any amendment or supplement thereto, relating to the sale of any of the
Registrable Securities, or (B) in any application or other document or
communication (in this Section 9 collectively called an "application") executed
by or on behalf of the Company or based upon written information furnished by or
on behalf of the Company filed in any jurisdiction in order to register or
qualify any of the Registrable Securities under the securities or blue sky laws
thereof or filed with the Commission or any securities exchange; or any omission
or alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, unless such statement
or omission was made in reliance upon and in conformity with written information
furnished to the Company with respect to such Eligible Holder by or on behalf of
such person expressly for inclusion in any registration statement, preliminary
prospectus, or final prospectus, or any amendment or supplement thereto, or in
any application, as the case may be, or (ii) any breach of any representation,
warranty, covenant, or agreement of the Company contained in this Warrant.

         If any action is brought against any Eligible Holder or any of its
officers, directors, partners, employees, agents, or counsel, or any controlling
persons of such person (an "indemnified party") in respect of which indemnity
may be sought against the Company pursuant to the foregoing paragraph, such


                                       10
<PAGE>

indemnified party or parties shall promptly notify the Company in writing of the
institution of such action and the Company shall promptly assume the defense of
such action with counsel selected by the Company. Such indemnified party or
parties shall have the right to employ its or their own counsel in any such
case, but the fees and expenses of such counsel shall be at the expense of such
indemnified party or parties unless the employment of such counsel shall have
been authorized in writing by the Company in connection with the defense of such
action or the Company shall not have employed counsel to have charge of the
defense of such action or such indemnified party or parties shall have
reasonably concluded that there may be one or more legal defenses available to
it or them which are different from or in addition to those available to the
Company, in any of which events such reasonable fees and expenses shall be borne
by the Company and the Company shall not have the right to direct the defense of
such action on behalf of the indemnified party or parties. Anything in this
Section 9 to the contrary notwithstanding, the Company shall not be liable for
any settlement of any such claim or action effected without its written consent,
which shall not be unreasonably withheld. The Company agrees promptly to notify
the Eligible Holders of the commencement of any litigation or proceedings
against the Company or any of its officers or directors in connection with the
sale of any Registrable Securities or any preliminary prospectus, prospectus,
registration statement, or amendment or supplement thereto, or any application
relating to any sale of any Registrable Securities.

         (b) The Holder agrees to indemnify and hold harmless the Company, each
director of the Company, each officer of the Company who shall have signed any
registration statement covering Registrable Securities held by the Holder, each
other person, if any, who controls the Company within the meaning of Section 15
of the Act or section 20(a) of the Exchange Act, and its or their respective
counsel, to the same extent as the foregoing indemnity from the Company to the
Eligible Holders in Section 9(a), but only with respect to statements or
omissions, if any, made in any registration statement, preliminary prospectus,
or final prospectus or any amendment or supplement thereto, or in any
application, in reliance upon and in conformity with written information
furnished to the Company with respect to the Holder by or on behalf of the
Holder expressly for inclusion in any such registration statement, preliminary
prospectus, or final prospectus, or any amendment or supplement thereto, or in
any application, as the case may be. If any action shall be brought against the
Company or any other person so indemnified based on any such registration
statement, preliminary prospectus, or final prospectus, or any amendment or
supplement thereto, or in any application, and in respect of which indemnity may
be sought against the Holder pursuant to this Section 9(b), the Holder shall
have the rights and duties given to the Company, and the Company and each other
person so indemnified shall have the rights and duties given to the indemnified
parties, by the provisions of Section 9(a).

         (c) To provide for just and equitable contribution, if (i) and
indemnified party makes a claim for indemnification pursuant to Section 9(a) or
9(b) (subject to the limitations thereof) but it is found in a final judicial
determination, not subject to further appeal, that such indemnification may not
be enforced in such case, even though this Warrant expressly provides for
indemnification in such case, or (ii) any indemnified or indemnifying party


                                       11
<PAGE>

seeks contribution under the Act, the Exchange Act or otherwise, then the
Company (including for this purpose any contribution made by or on behalf of any
director of the Company, any officer of the Company who signed any such
registration statement, any controlling person of the Company, and its or their
respective counsel), as one entity, and the Eligible Holders of the Registrable
Securities included in such registration in the aggregate (including for this
purpose any contribution by or on behalf of an indemnified party), as a second
entity, shall contribute to the losses, liabilities, claims, damages, and
expenses whatsoever to which any of them may be subject, on the basis of
relevant equitable considerations such as the relative fault of the Company and
such Eligible Holders in connection with the facts which resulted in such
losses, liabilities, claims, damages, and expenses. The relative fault, in the
case of an untrue statement, alleged untrue statement, omission, or alleged
omission, shall be determined by, among other things, whether such statement,
alleged statement, omission, or alleged omission relates to information supplied
by the Company or by such Eligible Holders, and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement, alleged statement, omission, or alleged omission. In no case shall
any Eligible Holder be responsible for a portion of the contribution obligation
imposed on all Eligible Holders in excess of its pro rata share based on the
number of Registrable Securities owned by it and included in such registration
as compared to the number of Registrable Securities owned by all Eligible
Holders and included in such registration. No person guilty of a fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who is not guilty of such fraudulent
representation. For purposes of this Section 9(c), each person, if any, who
controls any Eligible Holder within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act and each officer, director, partner, employee,
agent, and counsel of each such Eligible Holder or control person shall have the
same rights to contribution as each Eligible Holder or control person and each
person, if any, who controls the Company within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act, each officer of the Company who shall
have signed any such registration statement, each director of the Company, and
its or their respective counsel shall have the same rights to contribution as
the Company, subject in each case to the provisions of this Section 9(c).
Anything in this Section 9(c) to the contrary notwithstanding, no party shall be
liable for contribution with respect to the settlement of any claim or action
effected without its written consent. This Section 9(c) is intended to supersede
any right to contribution under the Act, the Exchange Act or otherwise.

         10. Unless registered pursuant to the provisions of Section 8 hereof,
the Warrant Shares issued upon exercise of this Warrant shall be subject to a
stop transfer order and the certificate or certificates evidencing such Warrant
Shares shall bear the following legend:

                                       12
<PAGE>

         "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
         SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN
         MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS
         (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
         THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY
         RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
         COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT
         SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED
         IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
         UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS."

In the event the Warrant Shares are registered pursuant to Section 8, the
foregoing legend will be replaced by a legend reflecting the regulatory
requirements applicable to the resale of registered shares.

         11. Upon receipt of evidence of satisfactory to the Company of the
loss, theft, destruction, or mutilation of any Warrant (and upon surrender of
any Warrant if mutilated), and upon reimbursement of the Company's reasonable
incidental expenses and indemnity reasonably satisfactory to the Company, the
Company shall execute and deliver to the Holder thereof a new Warrant of like
date, tenor, and denomination.

         12. The Holder of any Warrant shall not have solely on account of such
status, any rights of a stockholder of the Company, either at law or in equity,
or to any notice of meetings of stockholders or of any other proceedings of the
Company, except as provided by this Warrant.

         13. This Warrant has been negotiated and consummated in the State of
New York and shall be construed in accordance with the laws of the State of New
York applicable to contracts made and performed within such State, without
regard to principles governing conflicts of law.

         14. The Company and the Holders irrevocably consent to the jurisdiction
of the courts of the State of New York and of any federal court located in such
State in connection with any action or proceeding arising out of or relating to
this Warrant, any document or instrument delivered pursuant to, in connection
with or simultaneously with this Warrant, or a breach of this Warrant or any
such document or instrument. In any such action or proceeding, the Company and
the Holders waive personal service of any summons, complaint or other process
and agrees that service thereof may be made in accordance with Section 15
hereof.

                                       13
<PAGE>

         15. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested, or by Federal Express, Express Mail or similar overnight
delivery or courier service or delivered (in person or by telecopy, telex or
similar telecommunications equipment) against receipt to the party to whom it is
to be given, (i) if to the Company, at 201 Lower Notch Road, Little Falls, New
Jersey 07424, (fax: 973-256-8211) Attention: President, with a copy to Friedman
Kaplan & Seiler LLP, 875 Third Avenue, 8th Floor, New York, New York 10022,
(fax: 212 355-6401) Attention: Richard M. Hoffman, Esq., (ii) if to the Holder,
at its address set forth on the first page hereof, or (iii) in either case, to
such other address as the party shall have furnished in writing in accordance
with the provisions of this Section 15. Notice to the estate of any party shall
be sufficient if addressed to the party as provided in this Section 15. Any
notice or other communication given by certified mail shall be deemed given at
the time of certification thereof, except for a notice changing a party's
address which shall be deemed given at the time of receipt thereof. Any notice
given by other means permitted by this Section 15 shall be deemed given at the
time of receipt thereof.

         16. No course of dealing and no delay or omission on the part of the
Holder in exercising any right or remedy shall operate as a waiver thereof or
otherwise prejudice the Holder's rights, powers or remedies. No right, power or
remedy conferred by this Warrant upon the Holder shall be exclusive of any other
right, power or remedy referred to herein or now or hereafter available at law,
in equity, by statute or otherwise, and all such remedies may be exercised
singly or concurrently.

         17. This Warrant may be amended or any of its provisions waived only by
a written consent or consents executed by the Company and Holders of Warrants
representing a majority of the shares underlying the Warrants. Any amendment or
waiver shall be binding upon all existing and future Holders.

                                       14
<PAGE>





         18. This Warrant and all rights hereunder shall terminate automatically
and be of no further force or effect in the event of the breach by the Holder of
any of its obligations under those certain License Agreements dated March 17,
2000 by and between Global Interactive Gaming, Inc. and Global Interactive
Gaming AG, as Licensees, and the Company as Licensor; that certain escrow
agreement dated March 17, 2000 by and among Citibank, N.A., the Company and
Global Interactive Gaming, Inc. and Global Interactive Gaming AG; or that
certain escrow agreement dated March 17, 2000 by and among Fort Knox Escrow
Services Inc, the Company, Global Interactive Gaming, Inc. and Global
Interactive Gaming AG.

Dated:  March 17, 2000


                                   INTERNATIONAL SPORTS WAGERING, INC.


                                   By:
                                      ----------------------------------------
                                      Name:  Bernard Albanese
                                      Title: President

-----------------------------------
Secretary: Barry Mindes

                                       15
<PAGE>



To:      International Sports Wagering Inc.
         201 Lower Notch Road
         Little Falls, New Jersey  07424



                              ELECTION TO EXERCISE

         The undersigned hereby exercises his or its rights to purchase ________
Warrant Shares covered by the within Warrant and tenders payment herewith in the
amount of $_________________ in accordance with the terms thereof, and requests
that certificates for such securities be issued in the name of, and delivered
to:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
     (Print Name, Address and Social Security or Tax Identification Number)

and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

Dated:_______________________                     Name:_________________________
                                                               (Print)

Address:________________________________________________________________________




                                                --------------------------------
                                                          (Signature)



                                       16
<PAGE>


                                                                       EXHIBIT A

         The undersigned hereby represents and warrants to, and agrees with, the
Company as follows:

         (a)______The undersigned is an "Accredited Investor" as that term is
defined in Section (a) of Regulation D promulgated under the Securities Act of
1933, as amended (the "Act"). Specifically, the undersigned is (initial
appropriate items(s)):

         _____ i) A bank as defined in Section 3(a)(2) of the Act, or a savings
and loan association or other institution as defined in Section 3(a)(5)(A) of
the Act, whether acting in its individual or fiduciary capacity; a broker or
dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;
an insurance company as defined in Section 2(13) of the Act; an investment
company registered under the Investment Company Act of 1940 (the "Investment
Company Act") or a business development company as defined in Section 2(a)(48)
of the Investment Company Act; a Small Business Investment Company licensed by
the U.S. Small Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958; a plan established and maintained by a state,
its political subdivisions or any agency or instrumentality of a state or its
political subdivisions for the benefit of its employees, if such plan has total
assets in excess of $5,000,000; an employee benefit plan within the meaning of
the Employee Retirement Income Security Act of 1974 ("ERISA"), if the investment
decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA,
which is either a bank, savings and loan association, insurance company, or
registered investment advisor, or if the employee benefit plan has total assets
in excess of $5,000,000 or, if a self-directed plan, with investment decisions
made solely by persons that are accredited investors.

         _____ ii) A private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940.

         _____ iii) An organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar business trust, or
partnership, not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000.

         _____ iv) A director or executive officer of the Company.


         _____ v) A natural person whose individual net worth, or joint net
worth with that person's spouse, at the time of his or her purchase exceeds
$1,000,000.

         _____ (vi) A natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year.

                                       17
<PAGE>

         _____ (vii) A trust, with total assets in excess of $5,000,000, not
formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person as described in Rule
506(b)(2)(ii) (i.e., a person who has such knowledge and experience in financial
and business matters that he is capable of evaluating the merits and risks of
the prospective investment).

         _____ viii) An entity in which all of the equity owners are accredited
investors.

         (b) For California and Massachusetts individuals: If the subscriber is
a California resident, such subscriber's investment in the Company will not
exceed 10% of such subscriber's net worth (or joint net worth with his spouse).
If the subscriber is a Massachusetts resident, such subscriber's investment in
the Company will not exceed 25% of such subscriber's joint net worth with his
spouse (exclusive of principal residence and its furnishings).

         (c) If a natural person, the undersigned is: a bona fide resident of
the State contained in the address set forth on the signature page of this
Agreement as the undersigned's home address; at least 21 years of age; and
legally competent to execute this Agreement. If an entity, the undersigned is
duly authorized to execute this Agreement and this Agreement constitutes the
legal, valid and binding obligation of the undersigned enforceable against the
undersigned in accordance with its terms.

         (d) The undersigned is familiar with the Company's business, plans and
financial condition, the undersigned has received all materials which have been
requested by the undersigned; has had a reasonable opportunity to ask questions
of the Company and its representatives; and the Company has answered all
inquiries that the undersigned or the undersigned's representatives have put to
it. The undersigned has had access to all additional information and has taken
all the steps necessary to evaluate the merits and risks of an investment as
proposed hereunder.

         (e) The undersigned has such knowledge and experience in finance,
securities, investments and other business matters so as to be able to protect
the interests of the undersigned in connection with this transaction, and the
undersigned's investment in the Company hereunder is not material when compared
to the undersigned's total financial capacity.

         (f) The undersigned understands the various risks of an investment in
the Company as proposed herein and can afford to bear such risks, including,
without limitation, the risks of losing the entire investment.

         (g) The undersigned acknowledges that no market for the Warrants
presently exists and none may develop in the future and that the undersigned may
find it impossible to liquidate the investment at a time when it may be
desirable to do so, or at any other time.

         (h) The undersigned has been advised by the Company that none of the
Warrants have been registered under the Act, that the Warrants will be issued on
the basis of the statutory exemption provided by Section 4(2) of the Act or
Regulation D promulgated thereunder, or both, relating to transactions by an


                                       18
<PAGE>

issuer not involving any public offering and under similar exemptions under
certain state securities laws, that this transaction has not been reviewed by,
passed on or submitted to any Federal or state agency or self-regulatory
organization where an exemption is being relied upon, and that the Company's
reliance thereon is based in part upon the representations made by the
undersigned in this Agreement. The undersigned acknowledges that the undersigned
has been informed by the Company of, or is otherwise familiar with, the nature
of the limitations imposed by the Act and the rules and regulations thereunder
on the transfer of securities, including the Warrants. In particular, the
undersigned agrees that no sale, assignment or transfer of any of the Warrants
shall be valid or effective, and the Company shall not be required to give any
effect to such a sale, assignment or transfer, unless (i) the sale, assignment
or transfer of such Warrants is registered under the Act, it being understood
that the Warrants are not currently registered for sale and that the Company has
no obligation or intention to so register the Warrants except as contemplated by
the terms of the Warrants, or (ii) such Warrants are sold, assigned or
transferred in accordance with all the requirements and limitations of Rule 144
under the Act, it being understood that Rule 144 is not available at the present
time for the sale of the Securities, or (iii) such sale, assignment or transfer
is otherwise exempt from registration under the Act. The undersigned further
understands that an opinion of counsel and other documents may be required to
transfer the securities as provided in the Warrants. The undersigned
acknowledges that the Warrants shall be subject to a stop transfer order and the
certificate or certificates evidencing any Warrants shall bear the following or
a substantially similar legend or such other legend as may appear on the forms
of Warrants and such other legends as may be required by state securities or
blue sky laws:

         "The securities represented by this certificate have not been
         registered under the Securities Act of 1933, as amended (the "Act"), or
         any state securities laws and neither such securities nor any interest
         therein may be offered, sold, pledged, assigned or otherwise
         transferred unless (1) a registration statement with respect thereto is
         effective under the Act and any applicable state securities laws, or
         (2) the Company receives an opinion of counsel to the holder of such
         securities, which counsel and opinion are reasonably satisfactory to
         the Company, that such securities may be offered, sold, pledged,
         assigned or transferred in the manner contemplated without an effective
         registration statement under the Act or applicable state securities
         laws."


                                       19
<PAGE>



         (i) The undersigned will acquire the Warrants for the undersigned's own
account for investment and not with a view to the sale or distribution thereof
or the granting of any participation therein, and has no present intention of
distributing or selling to others any of such interest or granting any
participation therein.

Global Interactive Gaming, Inc. and
Global Interactive Gaming AG

By:_________________________________________
            Authorized Officer












                                       20