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                                                                    Exhibit 4.9

                           SOFTWARE LICENSE AGREEMENT


THIS AGREEMENT is entered into this 18th day of January 1999.

BETWEEN:

      BBF INTERNATIONAL GAMINGANTIGUA INC., with registered offices in
      St. John's, Antigua, West Indies
      (the "Licensee")

AND

      SOFTEC SYSTEMS CARIBBEAN INC. with offices at 1589 Newgate Street,
      St. John's Antigua, West Indies

      ("Softec")

WHEREAS,

A.  Softec owns rights to Internet casino software (the "Software");
B.  Softec wishes to license the Software to other companies;
C.  Softec wishes to provide a complete computer hardware and software package
    that the Licensee may use to operate an Internet gaming site;
D.  The Licensee wishes to license the Software and make use of Softec's
    computer hardware in order to operate an Internet gaming site;

NOW THEREFORE, in consideration of the premises and mutual covenants herein
set forth, the parties agree as follows:


1.     GENERAL PROVISIONS

1.1    DEFINITIONS

       1.1.1  "Licensed Software" shall mean a licensed data processing
              program or micro program consisting of a series or sequence of


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              signals, or instructions, statements, or fonts stored on any
              media in machine readable form, and any related licensed
              materials such as, but not limited to, graphics, flow charts,
              logic diagrams, manuals, and listing made generally available by
              Softec for use in connection with the licensed programs. The
              Licensed Software shall consist of not more than 2 casinos, one
              with an adult theme (where a license is available), and one with
              a non-adult theme (collectively, the "Casino"). The Casino shall
              have various games of chance which includes, but are not limited
              to, blackjack, roulette, pai gow poker, video poker and slot
              machine and other games as added from time to time, based on a
              theme chosen by the Licensee, a sportsbook web site within the
              gaming site, an HTML version of the sportsbook, and a lottery
              ticket distribution web site.

       1.1.2  "Net Monthly Revenue" shall mean, for any given calendar month,
               the total amount wagered in the casino, horse track and the
               sportsbook, less winnings in the Casino, horse track and the
               sportsbook, PLUS, total sales of lottery tickets, less the
               invoiced cost for purchasing lottery tickets for the lottery
               ticket sales, PLUS, any membership fees or additional fees that
               may be charged by the Licensee that are not related to currency
               conversion or transaction processing.

       1.1.3  "Hardware" shall mean all the necessary computers, routers,
              cabling, monitors, hard drives, back-up systems, and other
              equipment, as determined by Softec in its absolute discretion,
              located at its offices in St. John's Antigua; Vancouver, Canada,
              or other locations designated by Softec as may be required in
              order to properly store, distribute and run the Licensed Software.

       1.1.4  "Games" shall mean the casino style games, sportsbook, lottery,
              and pari-mutuel games that are played using the Licensed Software
              and are available from time to time.

       1.1.5  "Downloadable Software" shall mean the portion of the Licensed
              Software that must be resident on a customer's computer in order
              for the customer to access and play the Games.


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     1.1.6 "Master CD" shall mean the compact disc containing the Downloadable
            Software that may be used to mass produce compact discs for delivery
            to the Licensee's customers.

     1.1.7 "Customer Information" shall mean all data collected and stored on
           customers including, without limiting the generality of the
           foregoing, name, address, phone and fax number, e-mail address,
           credit card numbers and expiration dates or information on other
           types of payments, amounts wagered and frequency of wagering.

     1.1.8 "Confidential Information" shall mean material in the possession
           of Softec which is not generally available to or used by others or
           the utility or value of which is not generally known or recognized
           as standard practice, including, without limitation, all financial
           business and personal data relating to Softec's clients, any
           non-public information about affiliates, subsidiaries, consultants
           and employees of Softec or its affiliates, business and marketing
           plans, strategies and methods, studies, charts, plans, tables and
           compilations of business industrial information, computer software
           and computer technology whether patentable, copyrightable or not,
           which is acquired or developed by or on behalf of Softec or its
           affiliates from time to time.

1.2 RIGHT TO AUDIT

     1.2.1 The Licensee shall, within reason, have the right, without prior
           notice to Softec to inspect and audit all Softec's business,
           accounting and supporting records which are necessary for purposes
           of determining Softec's compliance with the terms of Agreement.
           Softec shall fully co-operate with any independent chartered
           accountants or certified public accountants hired by the Licensee
           to conduct any such inspection or audit. If any such inspection or
           audit discloses an under statement of less than 3% for any period,
           Softec shall pay, within ten days after receipt of the inspection
           or audit report, the sums due on account of such understatement
           with interest calculated at U.S.


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           prime plus one percent. Further, if such inspection or audit is
           made necessary by failure of Softec to furnish invoice reports or
           any other documentation as herein required, or if an understatement
           for any period is determined by such inspection or audit to be 3%
           or greater, Softec shall, on demand and in any event within the
           said ten days, in addition to paying the sums due on account of
           such understatement, also reimburse for the cost of such
           inspection or audit, including without limitation, the charges of
           any independent chartered accountants or certified public
           accountants retained by the Licensee in connection with such audit
           or inspection and the reasonable travel expenses, room, board and
           compensation of employees of the Licensee.

     1.2.2 The Licensee's right to audit records shall only extend to records
           that date back no more than two of Softec's fiscal years prior to
           the date Softec receives notice of an impending audit.

1.3 INDEMNIFICATION

     1.3.1 The Licensee acknowledges and agrees that neither Softec nor any
           of its members, shareholders, directors, officers, employees or
           representatives will be liable to the Licensee or any of the
           Licensee's customers for any special, indirect, consequential,
           punitive or exemplary damages, or damages for loss of profits or
           savings, in connection with this Agreement, the services or the
           Hardware or any other information, material or services provided
           by Softec to the Licensee under Agreement. If, despite the
           foregoing limitations, Softec or any of its shareholders,
           directors, officers, employees or representatives should become
           liable to the Licensee or any other person (a "Claimant") in
           connection with this Agreement, then the maximum aggregate
           liability of Softec, its members, shareholders, directors,
           officers, employees and representatives for all such things and to
           all such parties will be limited to the lesser of the actual
           amount of loss or damage suffered by the Claimant or the amount of
           the Licensee's fees payable by the Licensee to Softec for the six
           months prior to the loss.

     1.3.2 The Licensee shall indemnify and save harmless Softec and its
           members, shareholders, directors, officers, employees, agents,


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                  contractors, representatives, parent company, or subsidiaries
                  (together, the "Indemnified Parties") from and against all
                  damages, losses, costs and expenses (including actual legal
                  fees and costs), fines and liabilities incurred by or awarded
                  asserted or claimed against any of the Indemnified Parties by
                  any licensing or government agency who licenses, regulates, or
                  otherwise governs the licensing or use of Internet gambling in
                  connection with the Licensee's activities under this
                  Agreement, including claims brought by a person using or
                  relying upon any advice given or publication produced and
                  distributed by the Licensee.

         1.3.3    Notwithstanding anything in this Section 1.3, if Softec is
                  found guilty of fraud in executing its' obligations under
                  Agreement, the Licensee shall not be responsible for any
                  indemnification of the Indemnified Parties to the extent that
                  the fraud has caused there to be damages.

1.4      DISRUPTIONS

         1.4.1    The Licensee acknowledges that from time to time, as a result
                  of Hardware failure, supplier failures, or acts of god, the
                  services provided under this Contract by Softec can be
                  temporarily disrupted. The Licensee acknowledges and agrees
                  that neither Softec nor any of its members, shareholders,
                  directors, officers, employees or representatives will be
                  liable to the Licensee or any of the Licensee's customers for
                  any special, indirect, consequential, punitive or exemplary
                  damages, or damages for loss of profits or savings, in
                  connection with these temporary disruptions. For the purpose
                  of this section, if the services provided under this Contract
                  by Softec are temporarily disrupted for a period of seven days
                  or more, the minimum monthly fees as calculated in section
                  1.7.3 shall be reduced on a pro rata basis.

         1.4.2    The Licensee acknowledges that Softec's ability to perform
                  its obligations under this Agreement are subject to government
                  licensing in whatever jurisdiction Softec may choose to
                  operate. Softec shall not be held liable for any damages of
                  any kind whatsoever that may result from changes in government
                  legislation or policy.


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1.5      CONDITIONS OF LICENSE

         This license is granted under the following conditions:

         1.5.1    The Licensee acknowledges that its rights in and to the
                  Licensed Software may not be assigned, licensed or otherwise
                  transferred by operation of law without the prior written
                  consent of Softec. Violation of this section is grounds for
                  immediate termination of this Agreement.

         1.5.2    Copyright and other proprietary rights of Softec protect the
                  Licensed Software. The Licensee may be held directly
                  responsible for acts relating to the Licensed Software which
                  are not authorized by Agreement.

         1.5.3    All right, title and interest in and to the Licensed Software,
                  and any copies thereof, and all documentation, code and logic,
                  which describes and/or comprises the Licensed Software remains
                  the sole property of Softec.

         1.5.4    Softec shall not be responsible for failure of performance of
                  Agreement due to causes beyond its control, including, but not
                  limited to, work stoppages, fires, civil disobedience, riots,
                  rebellions, acts of God, and similar occurrences.

         1.5.5    The sportsbook "format" shall remain standard, and will not be
                  materially altered from Softec's standard sportsbook
                  facilities. Format shall refer to the tabular presentation of
                  the sports information making up the sportsbook look and feel
                  and shall not include the graphics that may be added in order
                  to personalize it.

         1.5.6    The Licensee acknowledges that this is a non-exclusive
                  agreement and that Softec will license the Licensed Software
                  to as many other parties as are willing to enter into a
                  licensing agreement with Softec.

         1.5.7    The Licensee shall supply to Softec an irrevocable letter of
                  credit in the amount of $100,000 U.S.. An appropriate amount
                  of these


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               funds shall be released to Softec in the event the Licensee
               should become unable or unwilling to pay for any legitimately
               invoiced amounts. This security shall only be used to remedy
               non-payment of legitimate invoices, and cannot be applied by
               Softec to any other alleged breaches of this Agreement. This
               section shall only become effective upon the Licensee
               achieving in any one month Net Monthly Revenue of $1,000,000
               or greater.

       1.5.8   The Licensee shall be responsible for ensuring that they are
               operating the Licensed Software in compliance with any and all
               applicable state, provincial, national, and international laws.

       1.5.9   The Licensee shall provide Softec with all documentation
               necessary to show that the Licensee has obtained any and all
               necessary licenses in order to operate an Internet casino
               and/or Sportsbook in the jurisdiction in which the Licensee
               chooses to operate.

       1.5.10  It is the policy of Softec to prevent the use of the Licensed
               Software for use as a "money laundering" vehicle. The Licensee
               warrants that they will undertake all reasonable efforts to
               prevent persons from using the Licensed Software for use as a
               money laundering vehicle. If it is revealed that the Licensee
               is purposely allowing or is willfully blind to money
               laundering, Softec may terminate this agreement without notice.

1.6    TERM AND TERMINATION

       1.6.1   This Agreement shall commence and be deemed effective on the
               date when fully executed (the "Effective Date"). This
               Agreement is in effect for a period of one year (the "Term")
               and shall be automatically renewed indefinitely with
               additional one year terms unless the Licensee gives written
               notice of termination of this Agreement at least 45 days prior
               to the end of any one year period.

       1.6.2   Softec may terminate this Agreement by giving written notice
               to the Licensee at least six months prior to the end of any
               one year

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               term provided, however, Softec shall not give notice of
               termination in the first year of this Agreement.

       1.6.3   Softec may terminate this Agreement at any time upon five days
               notice if the Licensee is more than 30 days in arrears in
               paying any material monthly fees due and owing to Softec. The
               Licensee shall be allowed to cure the breach during the notice
               period, thus pre-empting Softec's ability to terminate this
               Agreement in accordance with this section. The arrears
               contemplated in this section must be of a material amount for
               this section to be used by Softec. For the purposes of this
               section, material shall mean anything greater than 5% of the
               previous month's fees.

       1.6.4   Softec may terminate this Agreement at any time upon five
               days notice if the Licensee becomes bankrupt or insolvent or
               ceases carrying on business for any reason.

       1.6.5   The Licensee may terminate this Agreement at any time upon
               five days notice if Softec becomes bankrupt or insolvent or
               ceases carrying on business for any reason.

       1.6.6   The Licensee may, inter alia, terminate this Agreement at any
               time upon five days notice if Softec is materially in breach
               of Agreement for more than 30 days. Softec shall be allowed to
               cure the breach during the notice period, thus pre-empting the
               Licensee's ability to terminate this Agreement in accordance
               with this section.

       1.6.7   Softec may terminate this Agreement at any time upon five days
               notice if Softec, or any of its principals, officers or
               Directors becomes the subject of third party civil or criminal
               litigation as a result of the Licensee's operations under this
               Agreement. The litigation contemplated herein must be
               material, and found to be of a serious nature by independent
               legal counsel.

       1.6.8   Upon termination of this Agreement, the Licensee shall
               immediately return to Softec any and all of Softec's materials
               which Softec has a proprietary right in that are in the
               Licensee's

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                  possession and/or in the possession of the Licensee's agents,
                  servants and employees.

         1.6.9    Upon termination of this Agreement, all Customer Information
                  shall be given to the Licensee and Softec shall not make use
                  of or disclose any Customer Information to any third party.

         1.6.10   Upon termination of this Agreement for any reason, any
                  security given by the Licensee shall be returned to the
                  Licensee within thirty days of termination, provided however
                  that if there are any outstanding invoiced amounts (as per
                  section 1.5.7) against the Licensee, sufficient security shall
                  be retained in order to pay for those claims.

1.7 REMUNERATION

         3.8.1    The Licensee shall pay to Softec a one time fee of $100,000
                  U.S. for the development of the graphical front end of the
                  gaming site and all set-up costs. This payment shall be paid
                  according to the following schedule:

                           -        $25,000 upon signing this agreement. This
                                    initial payment shall be refunded to the
                                    Licensee if the Licensee is unable to obtain
                                    a gaming license in Antigua despite making
                                    reasonable efforts,
                           -        $5,000 thirty days after signing this
                                    agreement,
                           -        $10,000 per month for seven months, starting
                                    sixty days after signing this agreement.

         1.7.2    The Licensee shall pay to Softec a monthly fee based on a
                  percentage of the Net Monthly Revenue. The fee shall be paid
                  in accordance with Schedule A of Agreement. The fees shall
                  commence when the Licensee accepts a wager utilizing the
                  Licensed Software.

         1.7.3    Notwithstanding any amount due and owing in accordance with
                  Schedule A of Agreement, the Licensee shall pay to Softec a
                  minimum of $25,000 per month. This section shall become


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                  effective ninety days after the first wager is accepted
                  utilizing the Licensed Software.

         1.7.4    All monthly payments shall be delivered to Softec by the 15th
                  of each month in payment for the previous month's activity.

1.8      CONFIDENTIALITY

         1.8.1    The Licensee shall not disclose, publish, or disseminate
                  confidential Information to anyone other than those of its
                  employees with a need to know, and the Licensee agrees to
                  take reasonable precautions to prevent any unauthorized use,
                  disclosure, publication, or dissemination of Confidential
                  Information. The Licensee agrees not to use Confidential
                  Information otherwise for its own or any third party's benefit
                  without the prior written approval of an authorized
                  representative of Softec in each instance.

         1.8.2.   Softec shall not disclose, publish, or disseminate Customer
                  Information to anyone other than those of its employees with a
                  need to know, and Softec agrees to take reasonable precautions
                  to prevent any unauthorized use, disclosure, publication, or
                  dissemination of Customer Information. Softec agrees not to
                  use Customer Information otherwise for its own or any third
                  party's benefit without the prior written approval of an
                  authorized representative of the Licensee in each instance.

         1.8.3    All Confidential Information, and any Derivatives thereof
                  whether created by Softec or the Licensee, remains the
                  property of Softec and no license or other rights to
                  Confidential information is granted or implied hereby. For
                  purposes of Agreement, "Derivatives" shall mean: (a) for
                  copyrightable or copyrighted material, any translation,
                  abridgement, revision or other form in which an existing work
                  may be recast, transformed or adapted; (b) for patentable or
                  patented material, any improvement thereon; and (c) for
                  material which is protected by trade secret, any new material
                  derived from such existing trade secret material, including
                  new material which may be protected by copyright, patent
                  and/or trade secret.


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         1.8.4    Notwithstanding anything in this Section 1.8, Softec shall be
                  allowed to use Customer Information for the purpose of
                  fulfilling its reporting obligations as a public company.
                  Softec shall also be allowed to use Customer Information in a
                  statistical form so long as it does not identify individuals
                  or specific companies.

         1.8.5    The Licensee shall not disclose the contents of this Agreement
                  to any third party who is not bound to maintain
                  confidentiality between the parties. The Licensee acknowledges
                  that disclosure of the terms of Agreement to third parties
                  would cause considerable damage to Softec and its parent
                  company, Starnet Communications International Inc.

















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2.       OBLIGATIONS OF THE LICENSOR

2.1      HARDWARE

         2.1.1 Softec shall supply the Hardware as defined in Agreement.

         2.1.2 Softec shall maintain the Hardware and pay all costs for
               maintaining and/or upgrading the Hardware.

         2.1.3 Softec shall supply the office space required to house the
               Hardware.

         2.1.4 The Hardware shall, at all times, remain the property of Softec.

         2.1.5 Softec shall supply an appropriate connection to the Internet
               with sufficient bandwidth to properly operate the Licensed
               Software. The Licensee shall pay for all bandwidth associated
               only with those customers that are not playing the Games using
               real money and for the downloading of the Licensed Software via
               the Internet, and for any related marketing via the Internet.
               Bandwidth shall be charged to the Licensee at market rates.

         2.1.6 Softec shall not be required to maintain a redundant site.

         2.1.7 Softec shall make all reasonable efforts to repair and correct
               any problems arising under Softec's areas of responsibility that
               may arise from time to time which would cause it to be unable to
               perform its' obligations under this Agreement (see section
               1.5.4).

         2.1.8 Softec shall notify the Licensee of any problems that may arise
               from time to time and shall keep the Licensee apprised of any
               efforts undertaken to rectify the problem.

         2.1.9 The Hardware shall be located only in places where Internet
               gambling may be operated legally and where the Licensee has
               obtained all necessary licenses to conduct online gaming.

2.2      THE LICENSED SOFTWARE

         2.2.1 Softec shall install the Licensed Software on the Hardware.


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         2.2.2 Softec shall allow all of the Licensee's customers and all
               persons who seek to be licensee's customers Internet access to
               the Licensed Software.

         2.2.3 Softec shall allow the Licensee's customers to download directly
               from the server the Downloadable Software necessary for the
               Licensee's customer to play the Games.

         2.2.4 Softec shall supply to the Licensee a single Master CD containing
               the Downloadable Software.

         2.2.5 Softec may from time to time, at its discretion, create
               additional games, which can be added to the Licensed Software.
               If additional games become available, the Licensee may request to
               have the addition games added to the Licensed Software at no
               additional licensing cost to the Licensee.

         2.2.6 Softec may from time to time, at its discretion, translate part
               or all of the Games into other languages, which can be added to
               the Licensed Software. If additional languages become available,
               the Licensee may request to have the additional languages added
               to the Licensed Software at no cost to the Licensee.

         2.2.7 Notwithstanding anything stated in this section 2.2, any changes
               requested by the Licensee to be made to the graphics portion of
               the Licensed Software, shall be charged to the Licensee at market
               rates.

         2.2.8 Notwithstanding anything stated in this section 2.2, any changes
               made to the Master CD at the Licensee's request will be billed to
               the Licensee at market rates, plus a $100.00 U.S. administration
               fee. Softec retains the right to refuse to make the requested
               changes.

         2.2.9 Softec shall only be required to provide the Licensed Software in
               the English language only.


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       2.2.10  Softec will provide all upgrades of the Licensed Software that
               do not require changes to the graphical interface, at no
               charge to the Licensee.

       2.2.11  All upgrades are to be made available to the Licensee within
               30 days of the completion of testing.

       2.2.12  The Licensee may operate the Casino on as many separate URL's
               as the Licensee wants, with no additional licensing fee to be
               paid.

       2.2.13  Softec warrants that the Licensed Software correctly
               implements algorithms, which are in accordance with the rules
               and payouts, which may be displayed on the screen at any time
               by the player. Pseudo-random numbers used by the software for
               the purposes of choosing game outcomes and shuffling cards are
               generated in an unbiased manner.

       2.2.14  Notwithstanding anything in this Agreement, the Licensee shall
               not operate more than two casinos with different names and/or
               different graphics.

2.3    FINANCIAL TRANSACTIONS

       2.3.1   Softec shall provide a transaction processing system that will
               allow the Licensee's customers to deposit funds for use of the
               Games (the "Transaction Processing System"). The Licensee's
               customers will be able to deposit funds via the Internet
               through the use of Visa, Master Card, or American Express
               credit cards. Other methods of payment may be made available
               from time to time at Softec's discretion, at a cost to the
               Licensee to be agreed upon at the time.

       2.3.2   Softec shall only be responsible for processing credit card
               debits and credits for which the Licensee holds the
               appropriate merchant number accounts.

       2.3.3   The Licensee shall be responsible for all aspects of
               collecting and paying funds, in accordance with this Agreement.

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       2.3.4   The Licensee shall have no rights whatsoever in the
               Transaction Processing System.

2.4    TECHNICAL SUPPORT

       2.4.1   Softec shall supply 24 hour technical support for the
               Licensee's customers and for the Licensee.

       2.4.2   Softec shall make the Technical support available via the
               Internet and via toll free telephone lines.

       2.4.3   Softec shall determine the number of people acting as
               technical support and the number of incoming telephone lines
               for technical support in its absolute discretion.

       2.4.4   Technical support offered via the telephone shall be in
               English language only.

       2.4.5   Technical support offered via the Internet shall be in all
               languages in which the Licensed Software is available.

2.5    ACCOUNTING

       2.5.1   Softec shall maintain records of all transactions and wagers
               placed utilizing the Licensed Software.

       2.5.2   The Licensee shall pay a flat fee of $100.00 US plus all
               reasonable hourly administration fees and disbursements,
               including printing, photocopy and shipping costs, each time
               accounting information is requested. Administration fees shall
               be paid out at market prices. No fees are payable for regular
               accounting information provided to the Licensee for the
               purpose of calculating Net Revenue.

       2.5.3   Softec shall supply a complete accounting record, as defined
               by Softec from time to time, of the previous month's activity
               relating to the Licensed Software within ten working days of
               the end of each month. The accounting records shall be
               delivered either by facsimile or by e-mail.

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     2.5.4  Softec shall provide daily interim accounting reports, as defined
            by Softec from time to time. The daily interim accounting records
            shall be delivered either by facsimile or by e-mail.

     2.5.5  Softec shall have the right to utilize the accounting information
            for statistical and reporting purposes provided specific information
            about the Licensee is not disclosed.

     2.5.6  Softec shall archive and maintain the accounting information for
            a period of 2 fiscal years.

     2.5.7  Softec, at its discretion, may destroy any portion of the
            accounting information that Softec deems to be no longer relevant.

     2.5.8  The Licensee shall be given thirty days written notice prior to
            the destruction of any accounting information. The Licensee may
            choose to archive information about to be destroyed, at its own
            facilities.

2.6  CUSTOMER DATA

     2.6.1  Softec shall maintain a database containing the Customer
            Information.

     2.6.2  The Customer Information shall remain the property of the
            Licensee.

     2.6.3  Softec shall provide daily interim Customer Information reports,
            as defined by Softec from time to time.

     2.6.4  The Licensee shall pay a fee of $100.00 US plus all reasonable
            hourly administration fees and disbursements, including printing,
            photocopy and shipping costs, each time additional Customer
            Information is requested. Administration fees shall be paid out at
            market prices.

     2.6.5  Softec shall have the right to utilize the Customer Information
            for any purpose that does not conflict with the Licensee's marketing
            of the Licensed Software. Under no circumstances


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            shall Softec utilize the Customer Information in the marketing of
            any gaming site being operated by a subsidiary of Starnet
            Communications International Inc., Softec's parent company.

     2.6.6  Softec shall archive and maintain the Customer Information for a
            period of two years.

     2.6.7  Softec, in its discretion, may destroy any portion of the
            Customer Information that Softec deems to be no longer relevant.

     2.6.8  The Licensee shall be given thirty days written notice prior to
            the destruction of any Customer Information. The Licensee may choose
            to archive information about to be destroyed, at its own facilities.

2.7  THE GAMES

     2.7.1  The lottery tickets and play options available in the lottery web
            site shall be determined from time to time by Softec in its sole
            discretion.

     2.7.2  Softec shall determine the odds for the casino from time to time.
            The Licensee shall be responsible for setting the odds for the
            sportsbook and the HTML sportsbook, from time to time, in its sole
            discretion.

     2.7.3  The Licensee shall determine the betting limits for both the
            casino sportsbook and the HTML sportsbook, from time to time, in its
            sole discretion. The Licensee may choose zero as a betting limit.

     2.7.4  The Licensee, in its sole discretion, shall determine the betting
            limits for the Games. The Licensee may choose zero as a betting
            limit.

     2.7.5  Softec shall determine the games available in the casino and both
            versions of the sportsbook, from time to time, in its sole
            discretion.


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         2.7.6    Softec shall determine the lottery tickets available in the
                  casino as well as the forms of play, from time to time, in its
                  sole discretion.

         2.7.7    Softec shall only supply the Games that the Licensee has
                  appropriate licenses to operate.

3.       OBLIGATIONS OF THE LICENSEE

3.1      LICENSES

         3.1.1    The Licensee shall be responsible for obtaining and
                  maintaining all necessary licenses for the operation of an
                  Internet Casino and an Internet Sportsbook operation, or
                  whichever the Licensee intends to operate, in a location
                  where Softec maintains Hardware.

         3.1.2    Softec shall recommend a lawyer in Antigua that can assist the
                  Licensee in obtaining, an Internet casino license as required
                  by the Antigua Free Trade Zone.

3.2      MERCHANT NUMBERS


         3.2.1    The Licensee shall be responsible for obtaining and
                  maintaining appropriate merchant numbers for the processing of
                  Visa, Master Card American Express credit cards and any other
                  credit card the Licensee may obtain merchant numbers for (the
                  "Merchant Numbers").

         3.2.2    Notwithstanding that from time to time, Softec may make
                  merchant numbers available to the Licensee through another
                  subsidiary of Starnet Communications International Inc.
                  ("SCII"), neither Softec nor SCII, nor any other subsidiary of
                  SCII shall be responsible for maintaining or continuing to
                  provide merchant numbers.

3.3      MARKETING


                                 Page 18 of 29
<Page>

         3.3.1    The Licensee shall be responsible for all marketing of the
                  services offered through the Licensed Software.

         3.3.2    The Licensee shall spend on a monthly basis, a minimum of 15%
                  of the previous month's Net Revenue on marketing and promoting
                  the Licensee's gaming site.

         3.3.3    Softec is not responsible for tracking or maintaining any
                  records or data with respect to marketing. The Licensee shall
                  be allowed access to the Hardware for the purpose of tracking
                  and maintaining marketing data.

         3.3.4    The Licensee shall be responsible for all aspects of customer
                  service, including, but not limited to dealing with customer
                  complaints and paying out winnings.

3.4      DISTRIBUTION OF SOFTWARE

         3.4.1    The Licensee shall be responsible for the production and
                  distribution of compact discs containing the Downloadable
                  Software.

         3.4.2    The Licensee shall not alter the Licensed Software as supplied
                  on the Master CD in any way.

         3.4.3    The Licensee shall ensure that the packaging for the Licensed
                  Software, as well as any logo imprinted on the compact disk,
                  shall display all proprietary rights symbols such as Copyright
                  and Trademark, as supplied by Softec (the "Symbols"). The
                  Symbols shall be of the exact same size and font as supplied
                  by Softec.

3.5      REGULATORY ISSUES

         3.5.1    The Licensee shall be solely responsible for determining which
                  jurisdictions they choose to market to and receive wagers
                  from.

         3.5.2    The Licensee shall be responsible for determining the legality
                  of accepting wagers in whichever jurisdictions they choose to
                  market to and receive wagers from.


                                 Page 19 of 29

<Page>


         3.5.3 The Licensee shall indemnify Softec for any reasonable legal
               costs, and fines that arise as a result of the Licensee choosing
               to accept wagers from any jurisdiction that determines or has
               determined that Internet wagering is illegal.

3.6 THE WEB SITE

         3.6.1 The Licensee shall construct and maintain the entire web site(s)
               where the Downloadable Software is to be made available to the
               Licensee's customers (the "Web Sites").

         3.6.2 The Licensee shall pay for any and all Uniform Resource Locators
               ("URL's") that the Licensee deems necessary to properly market
               the Licensed Software.

         3.6.3 The Licensee shall ensure that the Web Sites shall display a
               statement that the software is licensed, as well as all
               proprietary rights symbols such as Copyright and Trademark, as
               supplied by Softec (the "Symbols"). The Symbols shall be of the
               exact same size and font as supplied by Softec.

         3.6.4 The Licensee shall have the right to add as many URL's that are
               dedicated solely to the promotion of the Licensee's gaming site
               as the Licensee deems necessary.

         3.6.5 The Licensee shall have the right to make any changes to the Web
               Sites the Licensee feels appropriate. All changes that are
               effected by Softec will be charged to the Licensee at market
               rates.

         3.6.6 If requested, Softec shall construct and maintain any and all
               additional web sites the Licensee deems necessary for the
               marketing of the Licensed Software. All work done to build
               additional web sites shall be charged to the Licensee at market
               rates.

         3.6.7 Softec shall not in any way be responsible for the design of the
               Web Sites utilized by the Licensee.


                                  Page 20 of 29

<Page>


         3.6.8 The Licensee shall include in their Terms and Conditions of Play
               for the Licensed Software the Terms and Conditions that are
               recommended by Softec. The Licensee may embellish or add these
               Terms and Conditions. If the Licensee does not implement the
               minimum required Terms and Conditions, in so far as the Terms and
               Conditions would have protected the Licensee, Softec shall not be
               responsible to the Licensee, notwithstanding anything in this
               Agreement.

4        STANDARD CLAUSES

4.1      NOTICES

         Unless otherwise provided in Agreement, any notice provided for under
         Agreement shall be in writing and shall be sufficiently given if
         delivered personally, or if transmitted by fascimile with an original
         signed copy delivered personally within twenty-four hours thereafter,
         or mailed by prepaid registered post addressed to Softec at their
         respective addresses set forth below or at such other than current
         address as is specified by notice.

                 To Softec:     Newgate Street
                                P.O. Box 1589
                                St. John's, Antigua
                                West Indies
                                Attention: Chris Zacharias
                                Fax: (268) 480-1656

                 To the Licensee:
                                Attention:
                                Fax:


4.2      ENTIRE AGREEMENT AND SCHEDULES

         The parties agree that Agreement and its Schedule, if any, constitute
         the complete and exclusive statement of the terms and conditions
         between the Licensee and Softec covering the performance hereof and
         cannot be altered, amended or modified except in writing executed by


                                  Page 21 of 29

<Page>

         an authorized representative of each party. The Licensee further agrees
         that any terms and conditions of any purchaser order or other
         instrument issued by the Licensee in connection with Agreement which
         are in addition or inconsistent with the terms and conditions of
         Agreement shall not be binding on Softec and shall not apply to
         Agreement.

4.3      GOVERNING LAW AND ARBITRATION

         Any dispute in connection with Agreement shall be settled by
         arbitration in accordance with any Arbitration Act agreed upon between
         the parties; provided, however, should any dispute arise under
         Agreement, the parties shall endeavor to settle such dispute amicably
         between themselves. In the event that the parties fail to agree upon an
         amicable solution, such dispute shall be determined by arbitration as
         aforesaid.

4.4      GOOD FAITH

         The parties acknowledge to one another that each respectively intends
         to perform its obligations as specified in Agreement in good faith.

4.5      PARTIES TO ACT REASONABLY

         The parties agree to act reasonably in exercising any discretion,
         judgment, approval or extension of time that may be required to effect
         the purpose and intent of Agreement. Whenever the approval or consent
         of a party is required under Agreement, such consent shall not be
         unreasonably withheld or delayed.

4.6      GOVERNING LAW

         This agreement and all Schedules shall be governed by and construed in
         accordance with the laws of the Country of Antigua, and the Licensee
         hereby attorns to the jurisdiction of the courts of Antigua
         notwithstanding any other provision expressed or implied in either the
         agreement or the Schedules.

4.7      TIME TO BE OF THE ESSENCE


                                 Page 22 of 29
<Page>


         Time is of the essence.

4.8      NUMBER AND GENDER

         In this Agreement the use of the singular number includes the plural
         and vice versa the use of any gender includes all genders, and the
         word "person" includes an individual, a trust, a partnership, a body
         corporate and politic, an association and any other incorporated or
         unincorporated organization or entity.

4.9      CAPTIONS

         Captions or descriptive words at the commencement of the various
         sections are inserted only for convenience and are in no way to be
         construed as a part of Agreement or as a limitation upon the scope of
         the particular section to which they refer.

4.10     NON-ASSIGNABILITY

         This Agreement is personal to the Licensee, except as provided in S.
         4.11, and the Licensee may not assign or transfer any of its rights or
         obligations under Agreement without the prior written consent or
         Softec.

4.11     BENEFIT

         This Agreement shall enure to the benefit of and be binding upon the
         Licensee, its successors and assigns. The Licensee may delegate the
         performance of any of its obligations hereunder to any corporation
         which controls, is controlled by or is under common control with the
         Licensee.


                                 Page 23 of 29
<Page>

4.12  WAIVER

      No condoning, excusing or waiver by any party hereto of any default,
      breach of non-observance by any other party hereto, at any time or times
      with respect to any covenants or conditions herein contained, shall
      operate as a waiver of that party's rights hereunder with respect to any
      continuing or subsequent default, breach or nonobservance, and no waiver
      shall be inferred from or implied by any failure to exercise any rights
      by the party having those rights.

4.13  FURTHER ASSURANCE

      Each of the parties hereto hereby covenants and agrees to execute such
      further and other documents and instruments and to do such further and
      other things as may be necessary to implement and carry out the intent of
      Agreement.

4.14  CUMULATIVE RIGHTS

      All rights and remedies of Softec are cumulative and are in addition to
      and shall not be deemed to exclude any other rights or remedies allowed by
      law except as specifically limited hereby. All rights and remedies may be
      exercised concurrently.

4.15  PRIOR AGREEMENTS

      Except as specifically provided for herein, this Agreement, including
      its Schedules, contains all of the terms agreed upon by the parties with
      respect to the subject matter herein and supersedes all prior agreements,
      arrangements and understandings with respect thereto, whether oral or
      written.

4.16  SEVERABILITY

      If any part of Agreement is unenforceable because of any rule of law or
      public policy, such unenforceable provision shall be severed from
      Agreement, and this severance shall not affect the remainder of Agreement.


                                  Page 24 of 29
<Page>

4.17  NO PARTNERSHIP

      Notwithstanding anything in this Agreement, no part of this Agreement,
      nor the Agreement as a whole shall be construed as creating a partnership
      or agency relationship between the parties. If any part of this Agreement
      should become construed as forming a partnership or agency relationship,
      that part shall be amended such that no partnership or agency relationship
      is created, but, that part achieves what it was originally intended to
      achieve.

4.18  DOLLAR AMOUNTS

      All references to money or specific dollar amounts in this Agreement
      are in United States Dollars.


                                  Page 25 of 29
<Page>

4.19  INTERPRETATION

      In the interpretation of this Agreement or any provision hereof, no
      inference shall be drawn in favor of or against any party by virtue of
      the fact that one party or its agents may have drafted this Agreement
      or such provision

IN WITNESS WHEREOF the parties have executed Agreement on the date first
written.


Softec Systems Caribbean Inc.

Per:                                    Per:
    ----------------------------            ----------------------------

Name: Christopher H. Zacharias          Name:
                                             ---------------------------
Title: In House Counsel                 Title:
                                              --------------------------

The Licensee:
             --------------------------

Per:
    --------------------------

Name:
     -------------------------
Title:
      ------------------------

                         Page 26 of 29

<Page>

                              SCHEDULE A

The Licensee agrees to pay Softec monthly fees according to the following:

<Table>
<Caption>
THE LICENSEE'S NET MONTHLY
REVENUE (U.S. DOLLARS)                                 FEE PAYABLE
--------------------------                             -----------
<S>                                                    <C>
     > $0.00 but < or = to $250,000                    30%

     > $250,000 but < or = to $500,000                        25%

     > $500,000 but < or = to $1,000,000                      20%

     > $1,000,000 but < or = to $5,000,000             15%

     > $5,000,000                                      12.5%
</Table>


The above table should be read with the following understanding: If the
licensee has Net Monthly Revenue of $550,000, the fee payable is calculated
as follows:

<Table>
     <S>                            <C>
     30% on the first $250,000   =   $75,000
     25% on the next $250,000    =   $62,500
     20% on the next $50,000     =   $10,000
                                    --------
     For a total fee payable     =  $147,500
</Table>


                                    Page 27 of 29

<Page>

                         SCHEDULE OF MARKET RATES

     The Market rates as set out in this schedule and referred to in this
Agreement are subject to change without notice to the Licensee.

<Table>
     <S>                                  <C>
     3D graphics:.........................$150.00 per hour
     Video editing:.......................$100.00 per hour
     Graphic design:...................... $75.00 per hour
     Programming:.........................$150.00 per hour
     Quality Assurance and testing:....... $40.00 per hour
</Table>

                               Page 28 of 29
<Page>

                     SCHEDULE OF MERCHANT NUMBER TERMS

<Table>
<S>                              <C>
Monthly processing limit:        $100,000
Discount Rate:                        7.25%
Transaction Fee:                      $2.00 USD per successful transaction
Rolling Reserve:                      6% for 180 days
</Table>


Monthly settlement will be made 60 days following the month end.

Softec makes no guarantee as to the availability of the merchant numbers
contemplated in this Schedule. Please refer to section 3.2.2 of this
Agreement for clarification.

                                     Page 29 of 29