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                                                                    EXHIBIT 10.2

                                    AGREEMENT

         THIS AMENDED AGREEMENT ("Agreement") is entered into this 15th day of
August, 2001 by and between CODERE LLC., a Delaware Corporation ("LICENSEE") and
VIRTGAME.COM CORP., a Delaware corporation ("VIRTGAME"). This AMENDED AGREEMENT
will supersede the AGREEMENT signed between VIRTGAME and LCIN LLC. dated the 3rd
of January 2001.

                                    RECITALS

         A. VIRTGAME has developed sports betting, lottery, and casino gaming
software to conduct sports wagering over the Internet called "Virtgame
Software"; and

         B. LICENSEE desires to market and use the Virtgame Software and to
develop and operate various Government regulated interactive Sports, Lottery,
and Casino operations in Spain and Latin-America.

                                    AGREEMENT

         It is agreed as follows:

      I. TRANSFER

         CODERE LLC. authorizes it's officers and its representatives with LCIN
LLC. to sign this Agreement on the behalf of CODERE and will have the right at
any time to assign this Agreement to GRUPO CODERE of Spain or any of its Newco
partners or subsidiaries.

      II. GRANT OF LICENSE RIGHTS

         Subject to the terms and conditions of this Agreement, VIRTGAME hereby
grants LICENSEE an exclusive (as provided below), non-transferable license to
market and use the Virtgame sports, lottery, and casino software in Spain and
Latin America for wagering services over the Internet. VIRTGAME shall create web
sites at a URL, as specified by LICENSEE, which will offer visitors the
opportunity to place wagers as specified by LICENSEE and developed by V1RTGAME.
CODERE, LLC shall be the exclusive licensee in the territory of Argentina and in
any territory in Latin America or Spain where LICENSEE secures an exclusive
Government Internet gaming license.

      III. TYPES OF GAMES AND TIME OF DEVELOPMENT

         Virtgame understands Licensee needs to have functional online wagering
sites as specified by the Government gaming authorities. Licensee will instruct
Virtgame on type of games, content, and wagering propositions to be featured in
each site. The pricing terms as set


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out below in III.A includes all development instructions and payments received
through July 31st, 2001 and includes all specifications submitted by LICENSEE by
July 31st, 2001, to Virtgame for the ARGENTINA SPORTS BETTING AND LOTTERY SITES.
Any changes requested after this date will be charged at $110 to $175 per hour,
depending on the engineer's experience and the size of the work order. Billing
with respect to all work orders shall be payable 50% upon submission of the
order and 50% upon completion of the work.

         IV. PAYMENTS BY LICENSEE

         A. LICENSING. In consideration of the license rights granted in Article
I above, LICENSEE shall pay VIRTGAME per schedule set forth below:

<TABLE>
<CAPTION>

<S>                                     <C>          <C>
Software Development Fees               $180,000     $104,100 paid through June 2001 under terms of
                                                     original agreement and reaming balance of $75,900
                                                     payable as follows: (33% ($25,300) to be paid upon
                                                     the signing of this agreement, 33% thirty days from
                                                     the signing, and the remaining 33% when any of the
                                                     sites go live to the wagering public.)

Virtgame Monthly                           $1.50     Payable every month on the 15th of the following
Maintenance Fee                                      month calculated as $1.50 per active account per
                                                     month; Active Account is an account that is either
                                                     has "Active" status or has a balance at the month
                                                     end or has had wagering activity in the prior
                                                     quarter.
                                                     A minimum Monthly Maintenance Fee of $7,500
                                                     (i.e., 5,000 accounts) shall begin to incur ninety
                                                     days after any of the sites go live to the wagering
                                                     public, with such payment to be due and payable on
                                                     the 15th of every month.

Installation and Training                $16,500     Estimated 150 hours @ $110 per hour; billed bi-
Estimate                                             weekly; payable 15 days from invoice date

eBorder Control Monthly                  $2,500      Payable every month on the 15th of the following
Maintenance Fee                                      month (for each 25,000 accounts)

Traveling Expenses Estimate              $9,000      Estimate of Reimbursement of Travel expense to
                                                     Argentina with remainder to be upon 30 days after
                                                     submission of all expenses.
</TABLE>

All amounts payable hereunder by LICENSEE shall be payable in United States
funds without deductions for taxes, assessments, fees, or charges of any kind.
Checks shall be made payable to Virtgame.com Corp. and shall be forwarded to
5230 Carroll Canyon Road, Suite 318, San Diego, CA 92121.

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         B. SET-UP-FEE. As additional consideration for setting up access to the
         VIRTGAME eBorder Control Database, LICENSEE shall pay VIRTGAME a
         one-time set-up purchase of license fee of Ten Thousand Dollars
         ($10,000) (was paid upon the execution of original Agreement.)

         IV. TERM AND TERMINATION

                  A.       This Agreement shall become effective upon approval
                           and execution by LICENSEE and VIRTGAME in San Diego,
                           California. The Maintenance fee is an integral part
                           of this agreement; VIRTGAME reserves the right to
                           terminate the license agreement with a thirty day
                           notification if payments are not made according to
                           the payment schedule.

                  B.       LICENSEE will pay VIRTGAME the Maintenance fee by the
                           15th of the following month together with an accurate
                           report setting forth the number of "Active Accounts".
                           VIRTGAME reserves the right to audit this information
                           from the System independently.

                  C.       LICENSEE may not attempt to create or derive any of
                           the source code or other technology or data within
                           the Software by disassembly, reverse engineering or
                           any other method, or otherwise reduce the Software to
                           a human-perceivable form.

                  D.       LICENSEE shall only execute Virtgame Internet
                           wagering software and services on specifically
                           licensed computers. VIRTGAME will generate licenses
                           for specific computers at the time of installation.
                           The removal or addition of licensed computers will
                           only be performed by Virtgame. LICENSEE shall not
                           copy the software except for backup purposes, and to
                           make one copy of the Software in machine-readable
                           form for backup purposes only.

                  E.       PERFORMANCE GUARANTEE, Virtgame hereby guarantees the
                           proper functionality and performance of the Virtgame
                           software services and eBorder software and the proper
                           technical installation and operation of the
                           Licensee's Virtgame Betting and eBorder Control Data
                           Base at all times during the terms of this agreement.

         V. MISCELLANEOUS TERMS

                  A.       RELATIONSHIP OF THE PARTIES. The parties shall be
                           independent contractors hereunder and neither party
                           shall have the power or authority to bind the other
                           party with respect to any third party. Except as
                           specifically provided herein, each party shall bear
                           its own costs and expenses.

                  B.       EFFECT OF AGREEMENT. This Agreement embodies the
                           entire understanding between the parties with respect
                           to the subject matter hereof and supersedes any and
                           all prior understandings and agreements, oral or
                           written, relating thereto. Any amendment hereof must
                           be in writing and signed by both parties.

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                  C.       FORCE MAJEURE. Each party's performance hereunder is
                           subject to interruption and delay due to causes
                           beyond its reasonable control such as acts of God,
                           acts of any government, war or other hostility, the
                           elements, fire, explosion, power failure, equipment
                           failure, industrial or labor dispute, inability to
                           obtain necessary supplies and the like. In the event
                           of such interruptions or delays, the period of
                           performance shall be extended for a period of time
                           equal to the interruption or delay; provided,
                           however, that, if any such interruption or delay
                           continues for more than 90 days, the party whose
                           performance is not affected may terminate this
                           Agreement immediately upon giving written notice of
                           termination to the other patty.

                  D.       LIMITATION OF LIABILITY. EXCEPT AS SPECIFICALLY
                           PROVIDED HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE
                           OTHER PARTY HEREUNDER FOR ANY PROFITS LOST BY THE
                           OTHER PARTY OR FOR ANY CONSEQUENTIAL, EXEMPLARY,
                           INCIDENTAL, INDIRECT OR SPECIAL DAMAGES SUFFERED BY
                           THE OTHER PARTY, EVEN IF THE PARTY HAS BEEN ADVISED
                           OF THE POSSIBILITY OF SUCH DAMAGES.

                  E.       LIMITATION OF CLAIMS. No claim, regardless of form,
                           which in any way arises out of this Agreement or the
                           parties' performance of this Agreement may be made,
                           nor action based upon such a claim brought, by either
                           party more than one year after the basis for the
                           claim becomes known to the party desiring to assert
                           it.

                  F.       ASSIGNMENT. Neither this Agreement nor any part or
                           portion hereof shall be assigned, sublicensed or
                           otherwise transferred by either party without the
                           other party's prior written consent, which consent
                           shall not be unreasonably withheld or delayed.

                  G.       SEVERABILITY. Should any provision of this Agreement
                           be held to be void, invalid, unenforceable or illegal
                           by a court, the validity and enforceability of the
                           other provisions shall not be affected thereby.

                  H.       NON-WAIVER. Failure of either party to enforce any
                           provision of this Agreement shall not constitute or
                           be construed as a waiver of such provision nor of the
                           right to enforce such provision.

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                  L.       GOVERNING LAW. This Agreement shall be governed by
                           and construed under the laws of the State of
                           California. LICENSEE is a gaming licensed entity in
                           Spain and Latin America and this agreement is subject
                           to the continuing approval of the regulators in each
                           jurisdiction.

                  J.       DISPUTES. The parties shall attempt to resolve all
                           disputes arising out of this Agreement in a spirit of
                           cooperation without formal proceedings. Any dispute
                           which cannot be so resolved (other then the
                           collection of money due on unpaid invoices) shall be
                           subject to arbitration upon written demand of either
                           party. Arbitration shall take place in San Diego,
                           California, or at another location if the parties so
                           agree. The arbitration shall take place before an
                           arbitration panel chosen as follows: The parties
                           shall each choose an arbitrator, and the two
                           arbitrators shall choose a third arbitrator and
                           determine the third arbitrator's compensation. Each
                           party shall have one veto over the choice of the
                           third arbitrator. The three arbitrators shall
                           schedule an informal proceeding, hear the arguments,
                           and decide the matter by secret majority vote. Unless
                           the arbitrators decide otherwise, each party shall
                           pay the costs of its own arbitrator, and shall pay
                           half of the other costs of the arbitration
                           proceeding. Each party shall have the right to have
                           the proceedings transcribed. The arbitrators shall
                           not have the authority to award punitive damages or
                           any other form of relief not contemplated in the
                           contract. The majority of arbitrators shall render a
                           written opinion setting forth the basis on which they
                           arrived at the decision regarding each issue
                           submitted to arbitration; the dissenting arbitrator,
                           if any, shall not issue a dissenting opinion.
                           Regarding each issue submitted to arbitration, the
                           decision shall be final and binding only to the
                           extent it is accompanied by a written explanation of
                           the basis upon which it was arrived at. Judgment upon
                           the award if any, rendered by the arbitrators may be
                           entered in any court having jurisdiction thereof.
                           Should any legal action permissible under this
                           Agreement be instituted to enforce the terms and
                           conditions of this Agreement, in particular the right
                           to collect money due on unpaid invoices, the
                           prevailing party shall be entitled to recover
                           reasonable attorney's fees and expenses incurred at
                           both the trial and appellate levels.

                  K.       HEADINGS AND CAPTIONS. The headings and captions
                           contained in this Agreement are inserted for
                           convenience only and shall not constitute a part
                           hereof.

                  L.       NOTICES. All notices must be in writing and delivered
                           either in person or by certified mail or registered
                           mail, postage prepaid, return receipt requested, to
                           the person(s) and address specified below. Such
                           notice will be effective upon receipt.

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                           VIRTGAME:       Virtgame.com Corp.
                                           5230 Carroll Canyon Road, Suite 318
                                           San Diego, CA 92121
                                           Attn: Scott A. Walker,
                                           Interim President and CEO

                           LICENSEE:       CODERE LLC.
                                           121 Broadway
                                           Suite 623
                                           San Diego, CA 92101
                                           Attn. Fernando Ors, Arturo
                                           Alemany or Nour-Dean Anakar
                                           Managing Directors

                  M.       CONFIDENTIALITY. Without written approval of
                           LICENSEE, VIRTGAME shall not issue any press releases
                           related to this Agreement, and shall keep strictly
                           confidential any information regarding LICENSEE
                           operations, personnel, or customers.

IN WITNESS WHEREOF, the parties have executed this Agreement themselves or by
their authorized representatives

                                LICENSEE

                                CODERE LLC.


                                By:                        /S/
                                         ---------------------------------------
                                         Managing Director and Authorized
                                        Officer of LCIN, LLC

                                VIRTGAME.COM CORP.
                                a Delaware corporation



                                By:                        /S/
                                         ---------------------------------------
                                         Scott A. Walker
                                         President and Chief Executive Officer


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