THIS AGREEMENT is made the 24th day of January 2005

BETWEEN:

(1)   The Poker Channel Ltd., a company  incorporated  under the laws of England
      and Wales (registered number  _____________) whose registered office is at
      located at ________________ ("TPC"); and

(2)   ZONE4PLAY  Inc.  a  company  incorporated  under  the laws of the State of
      Delaware,  USA, having its registered offices at 103 Faulk Road Suite 202,
      Wilmington, Delaware ("Zone4Play");

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

WHEREAS,  TPC is the  owner  and  operator  of a  television  channel  providing
interactive  games and other content  (including  without  limitation  poker and
gambling programming, teleshopping and content for the interactive games service
known as 'The  Poker  Channel '  (hereinafter:  "TPC")  provided  in the  United
Kingdom,

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

WHEREAS,  Zone4Play  through  third  parties  can  provide  the  service  with a
bookmakers' permit and other services required to provide online and interactive
fixed odds betting opportunities in connection with such interactive games;

WHEREAS,  TPC 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 broadcast fixed odds games and interactive services;

WHEREAS,  TPC desires to license  Applications from Zone4play on a non-exclusive
basis and  receive an  exclusive  customised  version of the front end [look and
feel]  for  distribution  by  Operator  using  one or more of the  platforms  to
Customers (as herein defined); and

WHEREAS,  Zone4Play  desires to grant such a non exclusive license to TPC and to
design Customization Work for TPC; 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:


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<PAGE>

1.1   "Application" shall mean, subject to Clause 2.1, software applications and
      any related  Intellectual  Property Rights that enable  Customers to play,
      Multiplayer  Poker  and SMS  Fixed  Odds  games  (as  further  defined  in
      Appendixes A and B respectively)  that are owned by Zone4Play or for which
      Zone4Play  otherwise  holds  sufficient  rights to grant the  licenses set
      forth herein

1.1   "Customers"  shall  mean  the  customer  of  TPC  as  further  defined  in
      Appendixes A & B;

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

1.3   "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);

1.4   "Services"  shall mean customer support and Customer  Relation  Management
      ("CRM"),  infrastructure,  provision of a merchant  account and  e-wallet,
      reporting,  design, provision of the games engine and back office services
      to be provided  and/or  procured by Z4P from any third party in connection
      with  the use  which  is made by the  Customers  of the  Applications  and
      further detailed in Appendixes A and B respectively;

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

1.6   "Operator" shall mean The Poker Channel in the United Kingdom

1.7   "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  develop  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 provide at least
      one fully functioning broadcast game Application of play for fun games for
      launch on March 7, 2005 and  Application of play for real games for launch
      on April 22nd , 2005.  Zone4Play  shall customize the look and feel of the
      Applications exclusively for TPC using such of the TPC Trademarks and such
      other materials  (together,  the "TPC  Materials") as shall be notified by
      TPC to Zone4Play from time to time (such  customization by Zone4Play being
      referred to in this Agreement as the "Customization Work"). TPC shall have
      a right of  approval  in its sole  discretion  over the final  form of the
      Applications   following   completion  of  the  Customization   Work.  The
      Customization  Work is co-owned by both Parties and neither  Party is able
      to use it without the consent of the other.


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<PAGE>

2.2   Zone4Play shall use its best endeavors to integrate the  Applications  and
      the  Services  and the  technical  infrastructure  used by the Operator to
      provide  services to their Customers,  all with maximizing  profits out of
      the  engagement  with the  Operator and  Products  provided  either to TPC
      and/or to the Customer.

2.3   Zone4Play shall favorably  consider to offer TPC any new games it plans or
      it completes development.

2.4   Reports and Materials: Zone4Play will provide the reports and materials to
      TPC

2.5   Zone4Play and TPC shall discuss in good faith the frequency and content of
      reports Zone4Play will provide.

2.6   Z4P and TPC shall  jointly own the customer data relating to TPC Customers
      under this Agreement.

2.7   Z4P shall be responsible  for providing the Services and for procuring the
      availability of the necessary testing environment.

2.8   TPC  agrees  to  assess   feasibility   and  economics  of  launching  the
      Multiplayer Poker Application. Z4P will make this Application available to
      TPC throughout the Term of this Agreement and under the same terms of this
      Agreement.  TPC agrees that for the term of this Agreement the Multiplayer
      Poker  Application  provided  by Z4P shall be the sole  Poker  application
      launch on TPC,  further during such term TPC will assess the launch of the
      Application  within 12 months of its Launch.  Notwithstanding to the forth
      said it is  acknowledged  by TPC that for the  assessment of the launch of
      Multiplayer Poker  Application,  Z4P shall not provide TPC with respect to
      such application any Customization Work, the Multiplayer Poker Application
      and its look and feel  customize  version of the front end is solely owned
      by Z4P.

2.9   TPC  undertakes  to launch SMS Fixed Odds and  maintain  such on The Poker
      Channel  for an  average of 3 hours per day over a period of one year from
      Launch.  Thereafter  the Parties  shall  review and discuss in good faith.
      This  undertaking  is fundamental to this agreement and its breach will be
      considered as a material breach of this  Agreement.  TPC will discuss with
      Z4P the proposed  broadcast hours but it will ultimately have the right to
      decide broadcast hours and to change these when required.

2.10  TPC has the right to re-name the games and or the Z4P  broadcast  zone for
      the purpose of  differentiation,  ease of promotion to Customers and clear
      signposting in the schedule.

3.    Grant of License for Distributing Applications.


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<PAGE>

3.1   Zone4Play  hereby grants to TPC,  during the Term, a nonexclusive  license
      and the right to distribute where applicable.  For the avoidance of doubt,
      TPC 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 is shall entitled to grant
      rights to third parties in respect of the Applications as they stood prior
      to the Customisation Work having been carried out).

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

4.    Trademark License.

4.1   Zone4Play  grants to TPC,  during  the Term,  a  worldwide,  nonexclusive,
      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   TPC  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 TPC shall  inure to the
      benefit of Zone4Play.

4.3   TPC  agrees  to  comply  with any and all  usage  guidelines  provided  by
      Zone4Play  to TPC 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  three (3)  business  days after  receiving  such  specimens,  such
      specimens  shall be deemed  approved  by  Zone4Play.  Zone4Play  agrees to
      provide TPC 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
      TPC Materials (including without limitation the TPC Trademarks), including
      all  goodwill  related  thereto,  are and shall  remain  owned  solely and
      exclusively  by TPC and that  all  usage  of the TPC  Trademarks  by or on
      behalf of Zone4Play shall inure to the benefit of TPC. Zone4Play agrees to
      comply with any and all usage guidelines provided by TPC to Zone4Play with
      respect  to  its  use of  the  TPC  Trademarks  in  the  provision  of the
      Customisation Work.

5.    Royalty/Revenue-Sharing  Payments.  Revenues arising from the provision of
      the Applications shall be shared in accordance with the terms specified in
      Appendixes A and B respectively.

5.1   Within 30 working days of the end of each month,  Zone4Play shall send TPC
      a report detailing the Net Revenues received from the Applications  during
      the previous  calendar  month,  any relevant third party Revenue  Share(s)
      and, the split  between TPC and Zone4Play of the remaining Net Revenues in
      accordance  with revenue  sharing ratio decided by the Parties and defined
      in Appendixes A and B respectively.


                                       4
<PAGE>

5.2   Zone4Play  shall  deliver TPC's share of the remaining Net Revenues to TPC
      upon receipt of an appropriate invoice within 15 days of its receipt.

6     Promotion, Publicity and Press Releases.

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

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 TPC other than
as authorized by TPC pursuant to this Agreement.  Similarly, TPC 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.

7     Representations and Warranties.

8.1   By Zone4Play.

      Zone4Play hereby  represents,  warrants and  undertakes  to TPC 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 and/or the services  committed
            to TPC  herein and that to the best of its  knowledge  TPC'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 TPC.

      8.2.1 TPC 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


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<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.

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.


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<PAGE>

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 TPC as per  Appendix  A] and  shall  continue  for a period of Five (5)
      years.  The,  "Initial Term" is of One (1) year during which neither Party
      may terminate the Agreement  unless a Party is in breach of this contract.
      After the Initial  Term,  this  Agreement  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 and during the
      Renewal Term,  both Parties may terminate this Agreement on written notice
      of at least ninety (90) calendar days.

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:

     10.2.1 commits  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

     10.2.2 ceases 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)

     10.2.3 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.

     10.2.4 Insolvency.  All rights and  licenses  granted  under or pursuant to
            this  Agreement  by  Zone4Play  to TPC are,  and shall  otherwise be
            deemed to be, for  purposes of Section  365(n) of the United  States
            Bankruptcy  Code  (or any  other  section(s)  of the  United  States
            Bankruptcy  Code in effect on the Effective  Date of this  Agreement
            that addresses rights in executory contracts), 11 U.S.C. Section 101
            et seq. (the "Bankruptcy Code"), licenses of rights to "intellectual
            property" as such term is defined  under the  Bankruptcy  Code.  The
            Parties  agree that TPC, as a licensee of such rights and  licenses,
            shall retain and may fully  exercise all of its rights and elections
            under the  Bankruptcy  Code,  and that TPC  shall  have the right to
            retain and  enforce  its rights  under this  Agreement  provided  it
            abides by the terms of this Agreement.


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<PAGE>

10.3  Rights  and  Duties  upon  Termination.  In the  event  of  expiration  or
      termination  of this  Agreement:  (i) TPC shall  provide  and  transfer to
      Zone4Play  any and all  materials,  files  and  programs  stored  on TPC's
      systems  which belong to  Zone4Play;  (ii) TPC 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; and (iii) Zone4Play shall provide and transfer to TPC any and
      all materials,  files and programs  (including  without limitation the TPC
      Materials)  stored on Zone4Play's  systems which belong to TPC,  including
      without limitation the product of the Customisation Work excluded from the
      Application.

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.   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.

13.   Limitations of Liability.

13.1  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.

13.2  Subject to Clauses  13.1 and 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.

13.3  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.

14.   Indemnification.

14.1  Without  prejudice  to Clause 11.1,  Zone4Play  shall  indemnify  and hold
      harmless  TPC,  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.


                                       8
<PAGE>

14.2  TPC (each,  an  "Indemnifying  Party")  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 (i) 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 Customization  Work or any portion thereof  infringes the
      Intellectual Property Rights or other rights of a third party.

15.   Dispute Resolution.

15.1  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.

15.2  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.

16.   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.


                                       9
<PAGE>

17.   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.

19.   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.

20.   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.

21.   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.

22.   Governing Law.

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

23.   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:


                                       10
<PAGE>

      If to TPC:        The Poker Channel
                        Queens Wharf
                        Queen Caroline Street
                        London W6 9RJ

                        Attn.:  Crispin Nieboer
                        Fax:    0208 7494220

      If to Zone4Play:
                        Zone4Play Inc.
                        103 Faulk Road Suite 202,
                        Wilmington, Delaware
                        Attn:
                        Fax:

      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.

24.   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.

25.   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.

26.   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.


                                       11
<PAGE>

27.   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.

28.   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;

29.   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.

30.   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.

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


                                       12
<PAGE>

SIGNED by                                    SIGNED by

Shimon Citron........................        Crispin Nieboer....................
 (PRINT NAME)                                CRISPIN NIEBOER
for and on behalf of                         for and on behalf of
ZONE4PLAY (UK) LIMITED                       THE POKER CHANNEL LTD.

/s/ Shimon Citron ...................        /s/ Crispin Nieboer................
Signature                                    Signature

......................................        ...................................
Date                                         Date


                                       13
<PAGE>

                         APPENDIX A - MULTIPLAYER GAMES

The  following  definitions  shall  apply to the  terms of this  Agreement  with
respect to Multiplayer Games provided by Z4P to TPC, when provided.

1.    DEFINITIONS:

"Application"  shall mean  Multiplayer  Poker whereby the sole ownership of such
application and related Intellectual property rights are of Z4P.

"Customer" shall mean user of the Application on the TPC interactive service.

"SPECIFICATION AND A TIMETABLE" shall be agreed by the Parties

2.    ROYALTY/REVENUE-SHARING  PAYMENTS.

Revenues  arising from the provision of the Multiplayer  games Launch under this
agreement by TPC shall be shared in accordance with the following terms:

With respect to the  Application of Multi Player Poker the parties shall equally
share any "NET REVENUES" on a 50/50 basis.

For the purpose of this  Agreement,  "Net Revenue" shall mean, the gross revenue
(collected  via  Premium  Telephony  Calls or any other  method of  payment)  in
respect of any calendar month during the Term, less:

      o     V.A.T.

      o     Sky Commission

      o     Return Path Commission

      o     Telephone operator (BT) charges

      o     Bandwidth costs

Reporting -

Within 30 [that is what you agreed above] working days of the end of each month,
Z4P  shall  send TPC a  report  detailing  the Net  Revenues  received  from the
Multiplayer Poker made available to TPC's Customers during the previous calendar
month.

      3.    HOSTING

      it is understood by the Parties that all Multiplayer  Games made available
      to TPC under this  Appendix  shall be hosted and maintain by Z4P and shall
      at all time remain the sole property of Z4P.

      4.    MISCELLANEOUS -

      The  Parties  have  expressly  agreed  that in the event  that  regulation
      changes in the  territory  are affected in a manner  allowing  Multiplayer
      Poker Game to be played for Real Money within the next three (3) years (by
      the end of 2007),  the Parties shall  immediately  enter into an agreement
      for the deployment of such Multiplayer  Poker  application.  The agreement
      contemplated above shall run for the "Term" of five (5) years.  During the
      "Initial Term" of 12 months  neither party may terminate  this  agreement.
      After the  expiration  of the  Initial  Term each Party may  terminate  by
      serving  written  notice to the other at least  ninety  (90)  prior to the
      termination date.


                                       14
<PAGE>

Any change of the terms of Appendix shall be negotiated in good faith,  mutually
agreed and will have no effect unless both parties agreed to it in writing.


                                       15
<PAGE>

                        APPENDIX B- SMS FIXED ODDS GAMES

The  following  definitions  shall  apply to the  terms of this  Agreement  with
respect to SMS Fixed Odds Games provided by Z4P to TPC.

1.    DEFINITIONS:

"Application" shall mean "SMS Fixed Odds Games" Roulette, Dice, V. Horse Racing,
Hi-Lo,  Keno and any other game agreed by the Parties and provided by Z4P to TPC
where the game  visualization  is  achieved  by video  broadcast  signal and all
interaction is done through  alternative  interactive  methods such as SMS, IVR,
Web or Java technologies.

"Customers"  shall  mean,  subscribers  and/or  other  end-users  of TPC who has
registered to the service through a 3rd party licensed bookmaker.

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

2.    ZONE4PLAY DELIVERABLES

It is  agreed  and  understood  by the  Parties  that  as  part  of  Zone4Play's
deliverables  under this  Agreement,  Zone4Play  shall  provide the Service with
additional  features  which shall be provided by a third party or third parties.
These  deliverables  shall  include  Services as  described  in the  definitions
section of this  Agreement  including a valid  Bookmaker's  permit  necessary to
operate the service, full and complete customer support services and an e-wallet
solution including all necessary  components including but limited to a merchant
account.

3.    ROYALTY/REVENUE-SHARING PAYMENTS.

Revenues  arising from the provision of the SMS Fixed Odds Games and the parties
engagement under this Agreement with respect such SMS Fixed Odds Games, shall be
shared in accordance with the following terms:

With respect to the  Application of the SMS Fixed Odds Games,  the parties shall
share any "NET  REVENUES"  whereby Z4P is entitled to 2/3 and TPC is entitled to
1/3. For the purpose of this  platform,  "Net Revenue" shall mean, in respect of
any calendar month during the Term, the gross revenue less:

Taxes
Winnings
Credit card fees
Chargebacks or/and fraudulent activity
Free bets of bonuses
SMS charges

Reporting -

Within 30  working  days of the end of each  month,  Z4P shall send TPC a report
detailing  the Net  Revenues  received  from the all SMS Fixed  Odds  Games made
available to TPC'  Customers  during the previous  calendar  month.  This report
shall also include  third party Revenue  Share(s)  (where  applicable)  and, the
split between TPC and Zone4Play of the remaining Net Revenues.


                                       16
<PAGE>

Miscellaneous -

Any change of the terms of Appendix shall be negotiated in good faith,  mutually
agreed and will have no effect unless both parties agreed to it in writing.


                                       17