THIS AGREEMENT is made the 17 day of January 2005

Between;

(1) EUROBET UK LIMTED a company whose principal place of business is situated at
Eurobet House, 10-24 Church Street West, Woking,  Surrey, GU21 6HT ("Eurobet").;
and

(2) ZONE4PLAY  (UK) LIMITED.  a company  incorporated  under the laws of England
(Registered  No.  04557980),  having its  registered  offices  at (16  Theberton
Street, Islington, London, N1 0QX ("Zone4Play");

(Each, a "Party" and together, the "Parties").

WHEREAS,  Zone4Play is the owner of all rights,  title,  and interests in and to
one  or  more  client  and/or  client-server  software  applications  that  have
applications in the mobile wireless platform, Internet platforms and interactive
digital TV platforms;

WHEREAS,  Eurobet and its  subsidiaries  or associates  will provide or procure,
inter  alia,  a range of  infrastructure  and  technical  facilities  for use in
connection with the provision of interactive services;

WHEREAS, Eurobet desires to license certain software applications from Zone4play
on a non-exclusive basis for distribution to its Customers (herein service); and

WHEREAS,  Zone4Play  desires to grant such a license  to Eurobet  and  authorize
Eurobet as a non-exclusive distributor of Zone4Play software applications; and

WHEREAS,  Eurobet shall provide for the purpose hereof,  customer  support,  and
infrastructure to the service Eurobet as further discussed herein; and

NOW THEREFORE, in consideration of the foregoing premises, and mutual covenants,
promises  and  agreements  herein  contained,  and for other  good and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
with the intention to be legally bound hereby, the Parties agree as follows:

1.    Definitions.

      In this Agreement:

1.1   "Application"  shall mean,  subject to Clause 2.1,  software  applications
      that enable Customers to play,  Products  specified in Appendix A that are
      owned by  Zone4Play  or for which  Zone4Play  otherwise  holds  sufficient
      rights to grant the licenses set forth herein.

1.2   "Customers" shall mean the customer as defined in Appendix A;

<PAGE>

1.3   "Eurobet Services" shall mean customer support, infrastructure services to
      be provided by or procured by Eurobet in connection  with the use which is
      made by the Customers of the Applications;

1.4   "Effective  Date" shall mean the date on which this Agreement is signed by
      all of the Parties;

1.5   "Intellectual  Property Rights" shall means all patents,  database rights,
      inventions,  rights in designs,  copyright,  trade marks,  service  marks,
      trade names, domain names, and all other intellectual  property rights and
      other rights and forms of protection  of a similar  nature or effect which
      may  subsist,  anywhere  in the world for the full term of such rights and
      any extensions or renewals  thereof  subsisting  prior to, at or after the
      Effective  Date  (whether or not any of these rights are  registered,  and
      including applications and the right to apply for registration of any such
      rights as registered rights, anywhere in the world);

1.6   "Operator" shall mean the Eurobet Mobile Service

1.7   "Products"  shall mean the product  defined in Appendix A or as amended or
      added to from time to time;

1.8   "Eurobet  Trademarks"  shall mean any  trademarks,  service marks,  design
      marks,  symbols,  logos and/or other indicia of source owned or used under
      license by Eurobet or Coral Racing  Limited or such other  company  within
      the Coral Eurobet Group, and all goodwill associated therewith.

1.9   "Zone4Play  Trademarks" shall mean any trademarks,  service marks,  design
      marks,  symbols,  logos and/or other indicia of source owned or used under
      license by Zone4Play, and all goodwill associated therewith.

2.    The Parties' Obligations for Providing the Applications.

2.1   Zone4Play   shall  provide  the   Applications   in   accordance   with  a
      specification  and a timetable (the  "Timetable"),  each of which shall be
      agreed in good faith between the Parties.  Zone4Play  shall  customize the
      look and feel of the  Applications  exclusively  for Eurobet using such of
      the Eurobet Trademarks and such other materials  including but not limited
      to text translations into desired languages and any mobile games developed
      and supplied by Eurobet to Zone4Play  (together,  the "Eurobet Materials")
      as shall be  notified  by  Eurobet  to  Zone4Play  from time to time (such
      customization  by  Zone4Play  being  referred to in this  Agreement as the
      "Customization  Work"). Eurobet shall have a right of approval in its sole
      discretion over the final form of the Applications following completion of
      the  Customization  Work (and,  unless  the  context  otherwise  requires,
      references in this Agreement to the  "Applications"  shall be deemed to be
      references to the Applications  following  completion of the Customization
      Work to Eurobet's satisfaction under this Clause).

<PAGE>

2.2   Eurobet and Zone4Play shall cooperate and use their respective  reasonable
      endeavors to integrate the Applications and the Eurobet Services with each
      other and with the technical infrastructure used by the Eurobet to provide
      services  to their  Customers,  all  with  maximizing  profits  out of the
      engagement with the Operator and  Applications  provided either to Eurobet
      and/or to the Customer.

2.3   Eurobet shall be solely responsible for providing the Eurobet Services and
      for procuring the availability of the necessary testing environment.

2.4   Eurobet will supply Zone4Play with the necessary wording  translations for
      any implementation of the service.

2.5   Eurobet  will  track the  activity  and  transactions  generated  from the
      provision  of the  Applications  to the  Customers,  and will  report such
      activity to Zone4Play in accordance with Clause 6 below.

2.6   Zone4Play shall during the term of this Agreement provide the Applications
      in  accordance  with the  service  level  agreement  set out in Appendix B
      hereto and continue to support the  Applications on such new mobile phones
      that may be  developed  during the term of this  Agreement,  according  to
      understanding  between the parties.  Zone4Play  shall make  available  the
      Applications  on such new mobile  phones  within  four weeks of the phones
      becoming commercially available to buy in the United Kingdom.

2.7   On termination of this Agreement  Zone4Play shall either (i) allow Eurobet
      to continue to use the Zone4Play servers in order to allow Eurobet to send
      a message  to each user of the  Applications  in order to inform the users
      that they shall no longer be able to place bets with  Eurobet  through the
      Applications  or (ii)  provide a link to Eurobet in order that Eurobet may
      contact the users of the Application  directly without the need Eurobet to
      use Zone4Play servers.

3.    Grant of License for Distributing Applications.

3.1   Zone4Play  hereby grants to Eurobet,  during the Term, based on the nature
      of the  Operator  and  Customer a  nonexclusive  license  and the right to
      distribute and  sub-license the  applications  where  applicable.  For the
      avoidance of doubt,  Eurobet shall  (pursuant to Clause 11) own all rights
      in Customisation Work and Zone4Play shall not have or be entitled to grant
      to any third  party any rights in the  Customisation  Work (and  Zone4Play
      shall only be entitled to grant rights to third  parties in respect of the
      "generic"  Applications  as they  stood  prior to the  Customisation  Work
      having been carried out).

3.2   Eurobet   hereby  grants  to  Zone4Play,   during  the  Term,  a  limited,
      non-exclusive,  non-transferable  license  to use  the  Eurobet  Materials
      solely to the extent  necessary for Zone4Play to perform its  undertakings
      under this Agreement  including the Customisation  Work pursuant to Clause
      2.1.

<PAGE>

4.    Trademark License.

4.1   Zone4Play grants to Eurobet, during the Term, a worldwide,  non-exclusive,
      royalty-free  license to use the Zone4Play  Trademarks in online, print or
      other advertising for the purposes of promoting,  selling,  licensing, and
      distributing the Applications and the Products to Operators and Customers.

4.2   Eurobet  acknowledges  that all right,  title and  interest  in and to the
      Zone4Play  Trademarks,  including all goodwill  related  thereto,  are and
      shall remain owned solely and  exclusively by Zone4Play and that all usage
      of the Zone4Play  Trademarks by or on behalf of Eurobet shall inure to the
      benefit of Zone4Play.

4.3   Eurobet  agrees to comply  with any and all usage  guidelines  provided by
      Zone4Play to Eurobet with respect to the Zone4Play  Trademarks,  and shall
      supply,  upon Zone4Play's  written request,  specimens of all advertising,
      marketing  and/or  promotional  materials  in which a Zone4Play  Trademark
      appears to Zone4Play for inspection and approval, which approval shall not
      be unreasonably withheld.

4.4   If Zone4Play has not indicated its approval or rejection of such specimens
      within  seven (7)  business  days after  receiving  such  specimens,  such
      specimens  shall be deemed  approved  by  Zone4Play.  Zone4Play  agrees to
      provide Eurobet a copy of its current trademark usage guidelines  promptly
      upon execution of this Agreement.

4.5   Zone4Play  acknowledges  that all right,  title and interest in and to the
      Eurobet Materials  (including without limitation the Eurobet  Trademarks),
      including all goodwill related thereto,  are and shall remain owned solely
      and exclusively by Eurobet and that all usage of the Eurobet Trademarks by
      or on behalf of Zone4Play shall inure to the benefit of Eurobet. Zone4Play
      agrees to comply with any and all usage guidelines  provided by Eurobet to
      Zone4Play  with  respect  to  its  use of the  Eurobet  Trademarks  in the
      provision of the Customisation Work.

5.    [Not Used]

6.    Royalty/Revenue-Sharing Payments.

Revenues  arising  from the  provision  of the  Applications  shall be shared in
accordance with the terms specified in Appendix A.

6.1   Within 15 working  days of the end of four weekly  period,  Eurobet  shall
      send  Zone4Play a report  detailing  the Net  Revenues  received  from the
      Applications during the previous four weekly period, the relevant Operator
      Revenue  Share(s)  and,  the split  between  Eurobet and  Zone4Play of the
      remaining Net Revenues in accordance with revenue sharing ratio decided by
      the Parties and defined in Appendix A.

<PAGE>

6.2   Zone4Play shall invoice Eurobet accordingly for its share of the remaining
      Net  Revenues  and Eurobet  shall pay such  invoice  within 15 days of its
      receipt of the same. Zone4Play shall have the right, at its cost, to audit
      Eurobet's  books  and  accounts  during  the Term in  relation  to the Net
      Revenues upon reasonable notice to Eurobet but not more than once every 12
      month period during the Term.

7.    Promotion, Publicity and Press Releases.

7.1   Eurobet may, refer, in Eurobet's  online,  print or other  advertising and
      promotional  materials,  to the fact  that  Zone4Play's  applications  are
      accessible  through  Eurobet  using  Zone4Play  Trademarks as permitted in
      Clause 4 above without disparaging Zone4Play,  its products,  services, or
      affiliates, but always subject to any regulatory restrictions.

7.2   No Party shall  publicize the terms or the existence of this  Agreement to
      any third party without prior written consent from the other Parties after
      their review and approval of the form and content of any publicity release
      or other  press  announcement.  Zone4Play  shall not imply or state to any
      person  or  entity  that it is  sponsored  by,  funded  by,  or in any way
      associated  with Eurobet other than as  authorized by Eurobet  pursuant to
      this Agreement.  Similarly, Eurobet shall not imply or state to any person
      or entity that it is  sponsored  by,  funded by, or in any way  associated
      with  Zone4Play  other than as  authorized  by Zone4Play  pursuant to this
      Agreement.  This  section  shall not apply to  official  filing of reports
      Zone4play  is  compelled  to submit to the  regulatory  bodies as a public
      company.

8.    Representations and Warranties.

8.1   By Zone4Play.  Zone4Play  hereby  represents,  warrants and  undertakes to
      Eurobet that:  (i) Zone4Play has the power and authority to enter into and
      perform its  obligations  according to the terms of this  Agreement;  (ii)
      Zone4Play has no restrictions that would impair its ability to perform its
      obligations and grant all rights  contemplated  by this  Agreement;  (iii)
      Zone4Play  has  not  and  will  not  enter  into  any  agreement  that  is
      inconsistent with its obligations  hereunder;  (iv) Zone4Play is the owner
      or has obtained and currently holds valid and sufficient rights, including
      rights in third party Intellectual  Property Rights, to license the rights
      granted to Eurobet herein and that to the best of its knowledge  Eurobet's
      use and  exploitation  (and any  Customer's  and/or  Operator's use and/or
      exploitation)  of  the  Applications  in  the  manner  agreed  to by  this
      Agreement  shall not infringe the  Intellectual  Property  Rights or other
      rights of a third party.

8.2   By  Eurobet.  Eurobet  hereby  represents,   warrants  and  undertakes  to
      Zone4Play  that it:  (i) has the power  and  authority  to enter  into and
      perform its obligations according to the terms of this Agreement; (ii) has
      no  restrictions  that would impair its ability to perform its obligations
      contemplated by this Agreement;  and (iii) has not and will not enter into
      any agreement that is inconsistent with its obligations hereunder.

<PAGE>

8.3   Disclaimer.

EXCEPT AS  OTHERWISE  SPECIFICALLY  PROVIDED IN THIS  AGREEMENT,  THE  FOREGOING
WARRANTIES ARE THE ONLY WARRANTIES  GIVEN BY EACH PARTY AND ALL OTHER WARRANTIES
OR  CONDITIONS,  WHETHER  EXPRESS  OR  IMPLIED  BY  STATUTE  OR  OTHERWISE,  ARE
SPECIFICALLY  EXCLUDED BY THE PARTIES,  INCLUDING  WITHOUT  LIMITATION,  IMPLIED
WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9.    Confidentiality.

9.1   The  Parties  agree that  during the Term there may be a need to  exchange
      certain  confidential  or  proprietary  information.  In  this  Agreement,
      "Confidential Information" shall be defined as the terms of this Agreement
      and any  confidential,  trade  secret,  or other  proprietary  information
      disclosed  by any Party (the  "Disclosing  Party")  to another  Party (the
      "Receiving  Party") under this Agreement.  Confidential  Information shall
      not  include  information  that  (i) is  public  knowledge  at the time of
      disclosure, (ii) was known by the Receiving Party before disclosure by the
      Disclosing  Party,  or becomes public  knowledge or otherwise known to the
      Receiving  Party  after  such  disclosure,  other  than by  breach  of the
      confidentiality  obligations of this Agreement,  or (iii) is independently
      developed by the Receiving Party by persons without access to Confidential
      Information of the Disclosing Party.

9.2   The  Receiving  Party  shall  during  the Term  and  following  expiry  or
      termination of this Agreement limit disclosure of Confidential Information
      to such of its  employees  and agents who have a strict  need to know such
      information in the performance of the Receiving  Party's duties hereunder,
      and shall not disclose the Confidential Information to any third party.

9.3   The  Receiving  Party  shall  take  appropriate  action,  by  instruction,
      agreement,  or  otherwise,  with  any  persons  permitted  access  to  the
      Disclosing Party's Confidential  Information in accordance with Clause 9.2
      so as to  assure  that  they  will  hold  such  items in  confidence.  All
      Receiving Party personnel who receive or use the Confidential  Information
      of the Disclosing Party shall,  before receipt or use of such information,
      be informed of the Receiving Party's obligations under this Agreement.

9.4   The Receiving Party agrees to return to the Disclosing  Party, upon expiry
      or termination of this  Agreement,  the  Disclosing  Party's  Confidential
      Information and any and all copies and derivatives  thereof, or to certify
      the destruction of same upon the request of the Disclosing Party.

<PAGE>

9.5   The Parties agree that any breach of the  confidentiality  obligations  of
      this Clause 9 may result in irreparable  harm to the Disclosing  Party for
      which damages would be an inadequate remedy and, therefore, in addition to
      its rights and remedies  otherwise  available at law, the Disclosing Party
      shall be entitled to seek equitable relief,  including injunction,  in the
      event of such breach.

10.   Term and Termination.

10.1  Term.  Unless otherwise  terminated in accordance with its terms, the term
      of this Agreement  shall begin on the Launch Date ("Launch Date" means the
      date on which the first  Zone4Play  Product is made available to Customers
      by Eurobet as per  Appendix A attached  hereto) and shall  continue  for a
      period of Three (3)  years,  unless  specified  other  wise in  Appendix A
      ("Initial Term") and shall  automatically  renew for successive periods of
      one year (each such period being  referred to herein as a "Renewal  Term")
      upon  expiration of the Initial Term or any Renewal Term,  unless a notice
      of non-renewal is  communicated by any Party to the others at least ninety
      (90)  calendar  days  prior to the  expiration  of the  Initial  Term or a
      particular  Renewal Term, as the case may be (the Initial Term and any and
      all Renewal Terms together being referred to herein as the "Term").

10.2  Any  Party  (the  "first  party")  shall be  entitled  to  terminate  this
      Agreement  forthwith on written  notice  and/or to require  payment of any
      amounts due under this  Agreement  (without  prejudice to its other rights
      and remedies) in the event that another Party:

10.2.1commits  a  material  breach of the terms of this  Agreement  and,  having
      received  from the first party written  notice of such breach  stating the
      intention to terminate the Agreement if not remedied,  fails to remedy the
      breach within thirty (30) days; or

10.2.2ceases or  threatens  to cease to carry on its  business  or shall  have a
      liquidator,  receiver or administrative  receiver  appointed to it or over
      any part of its  undertaking  or assets or shall pass a resolution for its
      winding  up  (otherwise  than for the  purpose  of a bona  fide  scheme of
      solvent  amalgamation or  reconstruction  where the resulting entity shall
      assume all of the liabilities of it) or a court of competent  jurisdiction
      shall make an  administration  order or liquidation order or similar order
      in  respect  of it  (or  any  meeting  is  convened  for  the  purpose  of
      considering a resolution,  or any  application or petition is presented or
      any other step taken,  for the purpose of making an  administration  order
      against it, or for the appointment of an  administrator in respect of it),
      or shall enter into any voluntary arrangement with its creditors, or shall
      be  unable to pay its debts  within  the  meaning  of  Section  123 of the
      Insolvency Act 1986  (ignoring any  requirement in that section to prove a
      matter to the satisfaction of the court);  or suffers,  or there occurs in
      relation to that Party,  any event which in the reasonable  opinion of the
      first party is analogous to any of the events referred to in clause 10.2.2
      in any part of the world.

<PAGE>

10.3  Insolvency  Either  party may by notice in writing to the other  terminate
      this  Agreement  forthwith if the other is unable to pay its debts (within
      the meaning of the Insolvency  Act 1986) or becomes  insolvent or an order
      is made or a  resolution  passed  for the  administration,  winding  up or
      dissolution  of the other  party  (otherwise  than for the  purposes  of a
      solvent   amalgamation  or   reconstruction)   or  a  receiver,   manager,
      liquidator,  administrator,  trustee or similar  officer is appointed over
      all or a  substantial  part of the assets of the other  party or the other
      party  enters into or proposes any  composition  or  arrangement  with its
      creditors or anything  generally  analogous to the foregoing occurs in any
      applicable jurisdiction.

10.4  Rights  and  Duties  upon  Termination.  In the  event  of  expiration  or
      termination of this  Agreement:  (i) Eurobet shall provide and transfer to
      Zone4Play any and all  materials,  files and programs  stored on Eurobet's
      systems which belong to Zone4Play;  (ii) Eurobet shall promptly remove the
      Applications  from their systems and shall not license,  sell or otherwise
      dispose of the  Applications  to any third party after such  expiration or
      termination; (iii) Zone4Play shall provide and transfer to Eurobet any and
      all  materials,  files and  programs  (including  without  limitation  the
      Eurobet Materials) stored on Zone4Play's  systems which belong to Eurobet,
      including without  limitation the product of the  Customisation  Work; and
      (iv)  clause  2.7 shall  survive  termination  until  such time as Eurobet
      confirms to Zone4Play that all users have been contacted and made aware of
      the end of service

11.   Intellectual Property Rights.

      Nothing in this Agreement  grants any Party an ownership or other interest
      in any other Party's  Intellectual  Property  Rights.  In no event are any
      rights,  except the  licenses  expressly  granted  herein,  in any real or
      intellectual  property transferred from one Party to the other pursuant to
      this Agreement.

12.   Escrow of Code

      Z4P shall  provide  the escrow  source  code for each  version of the Game
      Content to  Eurobet.  Eurobet  agrees that it shall  protect the  escrowed
      source code with the same degree of diligence it exercises with respect to
      its own product and system source code. Eurobet shall not use the escrowed
      source code for any purpose,  in any manner,  unless one of the  following
      events occurs:

      (i)   Z4P ceases to do business in the normal course;

      (ii)  Z4P makes an assignment for the benefit of its creditors

      (iii) Z4P makes an assignment in bankruptcy;

      (iv)  Z4P discontinues making support services available for the program.

<PAGE>

13.   Relationship of the Parties.

      Each of the Parties shall act as, and shall be, independent contractors in
      all aspects of this Agreement.  No Party will act or have authority to act
      as an agent for any other  Party for any  purpose  whatsoever.  Nothing in
      this  Agreement  will be deemed to constitute  or create a joint  venture,
      partnership,  pooling  arrangement,  or other  formal  business  entity or
      fiduciary relationship between the Parties.

14.   Limitations of Liability.

14.1  Nothing in this  Agreement  shall exclude or limit  liability for death or
      personal  injury  resulting  from  the  negligence  of  any  Party  or its
      servants, agents or employees.

14.2  Subject  to  Clause  14.1,  no Party  shall be liable  in  contract,  tort
      (including,  without  limitation,   negligence),   pre-contract  or  other
      representations  (other than fraudulent  misrepresentations)  or otherwise
      arising  out of or in  connection  with this  Agreement  for any  special,
      indirect or consequential losses (including,  without limitation,  loss of
      revenues,  profits,   contracts,   business  or  anticipated  savings  but
      excluding  any loss of  goodwill  or  damage to  reputation)  in any case,
      whether or not such losses were within the contemplation of the Parties at
      the date of this Agreement, suffered or incurred by that Party arising out
      of or  in  connection  with  the  provisions  of  any  matter  under  this
      Agreement.

14.3  Clause 8.3 and each  provision  of this  Clause 13  excluding  or limiting
      liability  shall be construed  separately,  applying and surviving even if
      for any reason one or other of these  provisions is held  inapplicable  or
      unenforceable   in  any   circumstances   and   shall   remain   in  force
      notwithstanding the expiry or termination of this Agreement.

15.   Indemnification.

15.1. Without  prejudice  to Clause 15.1,  Zone4Play  shall  indemnify  and hold
      harmless  Eurobet,  their  affiliates and  subsidiaries,  their respective
      officers,  directors,  employees,  agents, successors and assigns (each an
      "Indemnified  Party")  from and against any  judgments,  losses,  damages,
      liabilities,  costs or expenses (including, but not limited to, reasonable
      attorneys'  fees and  legal  expenses)  arising  from:  (i) any  breach of
      Zone4Play's representations, undertakings and warranties contained in this
      Agreement;  and (ii) any third  party claim or action  brought  against an
      Indemnified   Party   alleging  that  an   Application  or  infringes  the
      Intellectual Property Rights or other rights of a third party.

<PAGE>

15.2. Eurobet  shall  indemnify  and hold  harmless  Zone4Play  its  affiliates,
      subsidiaries and their respective officers, directors,  employees, agents,
      successors and assigns (each an "Indemnified  Party") from and against any
      judgments, losses, damages, liabilities, costs or expenses (including, but
      not limited to,  reasonable  attorneys' fees and legal  expenses)  arising
      from any breach of the Indemnifying  Party's  representations,  warranties
      and  undertakings  in this  Agreement  and (ii) any third  party  claim or
      action brought  against an Indemnified  Party alleging that an Application
      or any portion thereof infringes the Intellectual Property Rights or other
      rights of a third party.

16.   Dispute Resolution.

16.1  The Parties  will  attempt to settle any claim,  dispute,  controversy  or
      difference  arising out of, or in relation to, or in connection  with this
      Agreement, or for breach thereof,  through consultation and negotiation in
      good faith and spirit of mutual  cooperation.  If those  attempts  fail to
      achieve a  settlement,  then the  dispute  will be  mediated by a mutually
      acceptable  mediator to be chosen by the Parties  within  forty-five  (45)
      calendar days after written notice by any Party  demanding  mediation.  No
      Party may  unreasonably  withhold  consent to the selection of a mediator;
      the costs of mediation  will be shared  equally  between the Parties.  The
      mediation  hearing  shall be conducted  within  thirty (30)  calendar days
      after the selection of the mediator. The Parties may also agree to replace
      mediation with some other form of alternate  dispute  resolution  ("ADR"),
      such as neutral  fact-finding or a mini-trial.  Any mediation or other ADR
      shall be conducted in the English  language.  Any dispute  which cannot be
      resolved between the Parties through negotiation,  mediation or other form
      of ADR within six (6) months of the date of the initial  demand for ADR or
      mediation  by one of the Parties may then be  submitted  to the courts for
      resolution.

16.2  The use of any ADR procedures will not affect  adversely the rights of any
      Party.  Nothing in this Clause 15 will prevent any Party from resorting to
      judicial  proceedings  if  interim  relief  from a court is  necessary  to
      prevent  serious  and  irreparable  injury to that Party or to others.  In
      addition,  nothing in this  Clause 15 shall be  construed  as  applying to
      disputes  regarding the Intellectual  Property Rights or trademarks of any
      Party  (including  but  not  limited  to  Confidential  Information),  the
      enforcement of the Parties'  respective  Intellectual  Property  Rights or
      trademarks,  or the  enforcement  of the Parties'  respective  obligations
      under  this  Agreement  with  respect to the other  Parties'  Intellectual
      Property Rights or trademarks.

17.   No Exclusivity.

      Each Party  shall  carry out its  commitments  under this  Agreement  in a
      manner that  reflects  favourably  upon the good name and  goodwill of the
      other Parties. The Parties agree that the commitments under this Agreement
      are not  exclusive  and that any Party may enter into  similar  agreements
      with third parties, including any Party's competitors.

<PAGE>

18.   Entire Agreement and Amendments.

      This  Agreement and its  Appendixes  constitute the complete and exclusive
      agreement  between the Parties with respect to the subject  matter hereof,
      superseding and replacing any and all prior or contemporaneous agreements,
      communications, and understandings,  both written and oral, regarding such
      subject matter. Notwithstanding the foregoing, this Agreement shall not be
      interpreted  to supersede or replace any other written  agreement  between
      the Parties  that does not relate to the  subject  matter  hereof.  In the
      event of a conflict between the Terms and Conditions of this Agreement and
      the terms  and  conditions  of any other  written  Agreement  between  the
      Parties,  the  Parties  agree to  negotiate  in good faith to resolve  the
      conflict.  This Agreement may be amended only by a written document signed
      by authorized representatives of both Parties.

20.   Assignment.

      Without  prejudice to Clause 3, no Party may assign this  Agreement or any
      of its rights or obligations hereunder without the express written consent
      of the other Parties.

21.   Force Majeure.

      No Party shall be held responsible or liable for any losses arising out of
      any delay or failure in  performance  of any part of this Agreement due to
      any cause beyond its reasonable control,  including without limitation any
      act of God, act of governmental authority,  act of the public enemy or due
      to war, riot, flood, civil commotion,  insurrection,  labor difficulty not
      affecting that Party's  employees,  severe or adverse weather  conditions,
      lack or  shortage of  electrical  power or failure of  performance  by any
      third party hosting service or equipment provided or maintained by others,
      including general performance of the Internet itself.

22.   Severability.

      If any one or  more of the  provisions  of  this  Agreement  is held to be
      unenforceable  under applicable law, (a) such  unenforceability  shall not
      affect any other provision of this Agreement;  (b) this Agreement shall be
      construed  as if  said  unenforceable  provision  had not  been  contained
      therein;  and (c) the Parties shall negotiate in good faith to replace the
      unenforceable  provision  by a provision  which has the effect  nearest to
      that of the provision being replaced.

23.   Governing Law.

      The Agreement shall be governed by English law and shall be subject to the
      exclusive jurisdiction of the English courts.

<PAGE>

24.   Notices.

      Except as otherwise provided for herein, all notices required or permitted
      to  be  given  hereunder  shall  be  in  writing  (including   telegraphic
      communication)  and shall be sent by registered  airmail  (return  receipt
      requested and postage prepaid), facsimile, overnight or two-day courier or
      delivered-in-person and shall be addressed as follows:

If to Eurobet:

      Eurobet House,
      10-24 Church Street West,
      Woking, Surrey, GU21 6HT
      England
      Attn.: Robert Jones
      Fax: 01483 757406

If to Zone4Play:

      Zone4Play UK Ltd.
      16 Theberton St.
      Islington,
      London N1 0QX
      UK
      Attn:  _______________
      Fax Number: 972 3 537 9429

      Any Party may change its address by a notice given to the other Parties in
      the manner set forth above.  Mailed  notices sent via airmail and given as
      herein  provided  shall be  considered  to have been given  seven (7) days
      after the mailing  thereof,  telegraphic  or  facsimile  notices  shall be
      considered  to have  been  given on the day  sent,  overnight  or  two-day
      courier sent notices shall be considered to have been given three (3) days
      after sending, and delivered in person notices shall be considered to have
      been given on the day of delivery.

25.   Expenses.

      Each Party shall be  responsible  for all expenses,  including  attorney's
      fees and costs,  incurred  by it in  relation  to the  making,  review and
      negotiation of this Agreement, and to the fulfilment of its obligations as
      set forth in this Agreement.

26.   Construction.

      This Agreement has been negotiated by the Parties and by their  respective
      counsel.  This Agreement will be fairly interpreted in accordance with its
      terms and without any strict  construction  in favour or against any Party
      either as scrivener or otherwise.  Unless a contrary  intention is clearly
      expressed,  any  reference  to a Clause shall be construed to refer to all
      provisions of the referenced  Clause.  In the event that this Agreement is
      translated into any other language,  the English  language  version hereof
      shall govern.

<PAGE>

27.   Titles, Headings and Subheadings.

      The titles,  headings and  subheadings  used throughout this Agreement are
      intended solely for convenience of reference and form no part of the Terms
      and Conditions of this Agreement.

28.   Counterparts.

      This Agreement may be executed in two or more counterparts, each of which,
      when  so  executed,  shall  be  deemed  an  original,  but  all  of  which
      counterparts together shall constitute one and the same document.

29.   Authority and Binding Effect.

      By executing this  Agreement,  each Party  represents and warrants that it
      has the full power and authority to enter into this  Agreement,  and that,
      when executed,  this Agreement and its appendixes shall constitute a valid
      and legally  binding  obligation of such Party,  enforceable in accordance
      with its terms for a minimum period of three year as the date hereof;  Any
      modification,  change or renegotiation of this agreement or its appendixes
      with  respect  to  review  share  model,  terms  and  conditions  shall be
      considered a material breach and shall cause Zone4Play damages.

30.   No Waiver.

      Failure by any Party, in any one or more instances,  to enforce any of its
      rights in  connection  with this  Agreement,  or to insist upon the strict
      performance  of the terms of this  Agreement,  its Appendices or Exhibits,
      shall not be construed as a waiver or a relinquishment  of any such rights
      for future breach or enforcement thereof.

31.   Third Party Rights

      Except insofar as this Agreement expressly provides that a third party may
      in his own right enforce a term of this  Agreement,  a person who is not a
      party to this Agreement has no right under the Contracts  (Rights of Third
      Parties) Act 1999 to rely upon or enforce any term of this  Agreement  but
      this does not affect any right or remedy of a third party which  exists or
      is available apart from that Act. No Party may declare itself a trustee of
      the rights under this Agreement for the benefit of any third party.

<PAGE>

IN WITNESS of which this  Agreement  has been  executed  by the Parties or their
duly authorised representatives.

SIGNED by                              SIGNED by

Citron Shimon                          Mats Johnson
(print name)                           (print name)
for and on behalf of                   for and on behalf of
ZONE4PLAY (UK) LIMITED                 Eurobet UK LIMTED

/s/ Shimon Citron                      /s/ Mats Johnson
------------------------               -----------------------
Signature                              Signature

17/1/2005                              13/1/2005
------------------------               -----------------------
Date                                   Date

<PAGE>

     Appendix A - Fixed Odds and Casino Mobile Telephone Gaming Applications

The  following  definitions  shall  apply to the  terms of this  Agreement  with
respect to Fixed Odds and Casino Mobile Telephone Gaming  Applications  provided
by Z4P to Eurobet.

1.    Definitions:

"Fixed Odds Mobile  Telephone  Gaming  Applications"  shall mean Bingo,  Virtual
Horse Racing, Dice, Keno, Hi-Lo and Slots

"Customers"  shall mean,  subscribers  and/or other  end-users of Eurobet and/or
Coral Fixed Odds Mobile Telephone Gaming Service;

"specification and a timetable" shall be agreed by the Parties.

2.    Royalty/Revenue-Sharing Payments.

Revenues  arising  from  the  provision  of the  Fixed  Odds and  Casino  Mobile
Telephone Gaming  Applications  and the parties  engagement under this Agreement
with respect such Fixed Odds and Casino Mobile  Telephone  Gaming  Applications,
shall be shared in accordance with the following terms:

Eurobet shall pay to Z4P during the Term of this Agreement the following Revenue
Share  according  to the two stages  set out in tables 1 and 2 below.  The first
stage  Revenue  Share shall apply for the first 12 months of the Service,  after
which point the second stage Revenue Share shall apply.  The Revenue Share shall
be payable by Eurobet to Z4P within 15 days of receipt of an invoice from Z4P in
respect thereto.

Z4P and Eurobet shall share Profit as follows:

Table 1 - Stage 1 Revenue Share:
--------------------------------------------------------------------------------
Z4P                           [REDACTED PURSUANT TO REQUEST FOR CONFIDENTIAL
                              TREATMENT]
--------------------------------------------------------------------------------
Eurobet                       [REDACTED PURSUANT TO REQUEST FOR CONFIDENTIAL
                              TREATMENT]
--------------------------------------------------------------------------------

         Table 2 - Stage 2 Revenue Share:
--------------------------------------------------------------------------------
Z4P                           [REDACTED PURSUANT TO REQUEST FOR CONFIDENTIAL
                              TREATMENT]
--------------------------------------------------------------------------------
Eurobet                       [REDACTED PURSUANT TO REQUEST FOR CONFIDENTIAL
                              TREATMENT]
--------------------------------------------------------------------------------

For the purposes of this  Agreement,  "Revenue"  means,  Net Revenue  (where Net
Revenue means all monies  generated from  customers' use of the Service less (i)
winnings;  (ii) taxes;  (iii) credit card fees; (iv) free bets and bonuses;  (v)
chargebacks; and (vi) fraudulent activity as determined by Eurobet.

Any distribution  costs (either Revenue share or direct costs) associated with a
third party  arrangement  involving  the  Applications  will be borne  solely by
Eurobet  and will be  deducted  from  Eurobet  share,  save  where  Eurobet  can
demonstrate that a significant  business  opportunity will be forgone if Eurobet
applies the revenue  share  arrangements  contained in this  Agreement.  In such
circumstances  the  parties  shall use best  endeavors  to agree an  alternative
revenue share for such business opportunity. For the avoidance of doubt, in case
a  distribution  agreement will be signed with 02, the first stage revenue share
will apply for the term of the agreement.  In case a distribution agreement will
be signed with iTouch,  the stages  revenue share will apply for the term of the
agreement.

<PAGE>

Reporting -

Eurobet shall in accordance with clause 6.1 send Z4P a report  detailing the Net
Revenues  received from the all Fixed Odds Mobile Telephone Gaming  Applications
made available to Eurobet' Customers during the previous calendar month.

<PAGE>

                      Appendix B - Service Level Agreement

                             Service Level Agreement

1.1.  DEFINITIONS.

      In addition to the other capitalized  terms defined herein,  the following
terms shall have the meanings provided below:

      "Critical Error" A Critical Error occurs when a Primary Functionality of a
Zone4Play Product is inaccessible, unusable, inoperative or degraded or retarded
to such an extent that the Player  experience is materially  adversely  affected
and there is no Work  Around or the system  crashes or locks up or there is data
loss or  corruption,  or else where a  Broadcaster  or Sky reports any error and
requests it be corrected, regardless of the magnitude of the error.

      "High  Error" A High Error  occurs when (i) a Primary  Functionality  of a
Zone4Play Product is inaccessible, unusable, inoperative or degraded or retarded
to such an extent that the Player  experience is materially  adversely  affected
but a reasonable  Work Around  exists;  or (ii) a Secondary  Functionality  of a
Zone4Play Product is inaccessible,  unusable or inoperative and there is no Work
Around.

      "Medium Error" A Medium Error occurs when a Secondary  Functionality  of a
Zone4Play Product is inaccessible, unusable, inoperative or degraded or retarded
to such an extent that the Player  experience is materially  adversely  affected
but a reasonable Work Around exists.

      "Low Error" A Low Error occurs when there is an issue of minimal impact to
a Secondary  Functionality  of a Zone4Play  Product and a reasonable Work Around
exists.

      "Primary  Functionality"  means  the  ability  of the  Viewer or Player to
access and use the full  functionality of a Zone4Play Product and without which,
the Zone4Play  Product is  inaccessible,  unusable,  inoperative  or degraded or
retarded to such an extent that the Player  experience is  materially  adversely
affected.

      "Secondary  Functionality"  means functionality which supports the Primary
Functionality of a Zone4Play  Product but failure of which does not result in an
inability to use the Zone4Play Product.

      "Downtime" means that a Zone4Play Product is inaccessible via the Internet
for one (1) minute or more,  excluding (a) normal  maintenance that is routinely
scheduled  pursuant to Section 2.2 of this  Exhibit B for  purposes of "updates"
and  "releases" to Zone4Play  Products,  (b) downtime  caused by  malfunction of
Eurobet or a third party's software or equipment or by Eurobet's negligence,  or
misuse of  Zone4Play  Software  and (c)  downtime  arising out of Force  Majeure
events described in the Agreement.

      "Technical  Support"  means all of the services  described in this Service
Level Agreement.

      "Work Around" means a temporary  resolution  that restores the service and
operation  of the  Zone4Play  Product  in  full  accordance  with  the  relevant
specification without loss of functionality.

<PAGE>

1.2   SERVICE LEVEL OBJECTIVES.

      1.2.1 System Availability.

      1.2.1.1 Subject to the terms and  conditions of the  Agreement,  Zone4Play
            shall keep each  Zone4Play  Product  launched  by Eurobet  hereunder
            available 99.5% of the time on a 24/7, 365-day a year basis,  agreed
            scheduled maintenance time pursuant to paragraph 2.2 below excepted.
            In the event that Zone4Play fails to achieve 99.5% uptime during any
            four weekly  period,  Eurobet  shall be entitled to  terminate  this
            Agreement.

      1.2.1.2 For each minute of  Unscheduled  Downtime  (assuming the Zone4Play
            Product does not meet the availability  requirement set out above in
            Section 2.1.1) occurring during any month,  Eurobet will be entitled
            to a payment  of  credit  (the  "Service  Credit")  against  amounts
            payable  to  Zone4Play  under  Section  2 above in such  month in an
            amount equal to the product of (i) the Average Daily Revenue divided
            by 1440 and (ii) the number of minutes in such month of  unscheduled
            Downtime.  For purposes of the  foregoing,  "Average  Daily Revenue"
            shall  mean  with  respect  to any  month  (x) the  sum of  revenues
            generated  in such  month by that  Product,  in each  case  less the
            Revenue Share payable to Zone4Play divided by (y) the number of days
            in the applicable month.  Notwithstanding the foregoing, in no event
            shall the  Service  Credit in any month be greater  than the amounts
            payable to Zone4Play under Section 2 above for such month. Zone4Play
            shall   document   all   Unscheduled   Downtime   and  provide  such
            documentation  to Eurobet  within five (5) days,  and must include a
            description of the Unscheduled  Downtime with the time of the event,
            duration,   and  any  diagnostic   information   substantiating  the
            Unscheduled Downtime.

      1.2.2  Scheduled  Downtime.  Zone4Play  shall provide at least thirty (30)
days advance notice for any scheduled  maintenance time. Zone4Play will schedule
maintenance  between  the  hours of 1:00 am  Greenwich  Mean  Time and 5:00 a.m.
Greenwich  Mean  Time.  It is  understood  by the  parties  that the  number  of
scheduled  maintenances  occurrences  will  be  kept  to a  minimum  and  within
generally acceptable levels and in conformity with good industry standards.

      1.2.3 Network  Service  Provider or Internet  Outages.  Zone4Play will not
give Service Credit for  Unscheduled  Downtime  resulting  from network  service
provider  outages or  Internet  outages  resulting  from  failures  outside  the
explicit control of Zone4Play.  Eurobet acknowledges that Zone4Play does not and
cannot  control  the  flow  of data to or from  Zone4Play's  network  and  other
portions of the Internet.  Such flow depends in large part on the performance of
Internet services provided or controlled by third parties.

      1.2.4 Security Shut-Downs. Service Credit will not be given for any events
resulting from any interruption in the provision of any Zone4Play Product due to
circumstances reasonably believed by Zone4Play to be a significant threat to the
normal  operation of the  Zone4Play  Product or  integrity of customer  data and
which are outside  Zone4Play's  control. In the event of such an interruption or
shutdown,  Zone4Play  will return the affected  Zone4Play  Product(s)  to normal
operation as soon as reasonably possible.  Upon request,  Zone4Play will provide
Eurobet with a copy of its security policies then in effect.  Zone4Play will use
security measures at least equal to prevailing  industry  standards,  including,
without limitation,  firewall protection and maintenance of independent archival
and backup copies of data.

<PAGE>

2.    TECHNICAL SUPPORT.

      2.1 Standard  Technical  Support:  Eurobet's  designated  contacts will be
given the telephone  number and email address for  Zone4Play  technical  support
personnel.  Zone4Play  shall  provide  telephone  support  to  Eurobet on issues
relating to  Zone4Play  Products  between  the hours of 9:30 a.m.  and 5:30 p.m.
Greenwich  Mean Time,  Monday  through  Friday.  Zone4Play  may provide  on-line
support  to  Eurobet  on issues  relating  to the  Zone4Play  Service  through a
website.  Zone4Play  will also provide an  emergency  number  providing  24-hour
response  for  logging  the  support  call.  Eurobet  can  designate 3 technical
personnel  at any one time who will be  authorized  to use the 24-hour  response
service.

      2.2 Exclusions from Support  Services.  Zone4Play shall have no obligation
to provide  support  services for any hardware used by Eurobet or for any defect
or failure to the Zone4Play Products caused by the improper use of any Zone4Play
Products by Eurobet or other unauthorized  personnel,  but will nevertheless use
all reasonable  endeavours to provide the same if requested by Eurobet,  subject
to any additional reasonable charge agreed by the parties.

3.    UPDATES.

      Zone4Play  shall   periodically   update  the  Zone4Play  Products  at  no
      additional  cost to Eurobet,  which updates  shall  implement bug fixes or
      enhancements as reasonably  determined by Zone4Play in  consultation  with
      Eurobet.

4.    PRIORITY LEVELS FOR TECHNICAL SUPPORT.

      4.1   Priority  Levels.  Problems  shall be  categorized  by Zone4Play and
            Eurobet  according to the priority  levels set forth in this Section
            5. In the event of a dispute between the parties Eurobet decision as
            to the priority level shall be final.

      4.2 Critical  Errors.  Zone4Play  shall  diagnose a Critical  Error within
      twenty-four (24) hours of notification by Eurobet and will implement a fix
      or a Work Around as soon as reasonably  possible and in no event more than
      two (2) days after initial  notification by Eurobet.  Unscheduled Downtime
      shall be categorized as a Critical Error.

      4.3 High Errors.  Zone4Play shall diagnose a High Error within forty-eight
      (48) hours of  notification  by Eurobet and will implement a fix or a Work
      Around as soon as  reasonably  possible and in no event more than four (4)
      days after initial notification by Eurobet.

      4.4 Medium  Errors.  Zone4Play  shall diagnose a Medium Error within three
      (3) business days of notification by Eurobet and will implement a fix or a
      Work Around as soon as  reasonably  possible and in no event more than six
      (6) business days after initial notification by Eurobet

      4.5 Low Errors.  Zone4Play  shall  diagnose and will  implement a fix or a
      Work  Around  as soon as  reasonably  possible  and in no event  more than
      twenty (20) business days after initial notification by Eurobet.

<PAGE>

For these  purposes  "notification"  shall  commence  upon the  notification  by
Eurobet to Zone4Play of an error,  and "days" shall mean actual,  calendar days,
not business/working days.