Exhibit 4.10
THE NCC GROUP
Web Escrow

                                 Single Licensee
     --------------------------- ------------ --------------- -------------
     Escrow Agreement No:                      Dated:
     --------------------------- ------------ --------------- -------------

Escrow Agreement Between:

(1)      Starnet Systems International Inc whose registered office is at the
         CIBC Banking Centre, Old Parnham Road, St John's, Antigua, West Indies
         ("the Owner");

(2)      Internet Opportunity Entertainment Limited whose registered office is
         at c/o Caribbean Management & Trust Company Limited, 60 Nevis Street,
         St Johns, Antigua formerly known as Internet Opportunity Antigua ("the
         Licensee"); and

(3)      NCC ESCROW INTERNATIONAL LIMITED whose registered office is at
         Manchester Technology Centre, Oxford Road, Manchester M1 7ED, England
         (CRN: 3081952) ("NCC").

Preliminary:

(A)      Softec Systems Caribbean Inc ("Softec") and the Licensee entered into a
         software licence agreement on 19 March 1998 (the "Software Licence").
         Softec subsequently changed its name to Starnet Systems International
         Inc ("Starnet") and Starnet and the Licensee have now entered into an
         Amendment Agreement dated of even date herewith pursuant to a contract
         entered into between Sportingbet Plc, the Licensee, World Gaming Plc,
         Starnet and others (the "Principal Agreement").

(B)      Certain technical information and documentation describing the software
         packages are the confidential property of the Owner and are required
         for understanding, developing, maintaining and correcting the software
         package.

(C)      The Owner acknowledges that in certain circumstances the Licensee may
         require possession of the technical information and documentation held
         under this Agreement.

(D)      Each of the parties to this Agreement acknowledges that the
         considerations for their respective undertakings given under it are the
         undertakings given under it by each of the other parties.

It is agreed that:

1        Definitions

         In this Agreement the following terms shall have the following
         meanings:

         1.1      "Cable and Wireless Agreements" means the agreements between
                  Starnet (or any member of the World Gaming Group) and Cable
                  and Wireless for (i) the colocation of the Hardware (or any of
                  it) in the offices or facilities of Cable and Wireless in
                  Antigua; and (ii) the purchase or availability of bandwidth
                  for the Licensed Software and the Systems and (iii) the
                  continued access to the Cable and Wireless colocation facility
                  in Antigua for personnel to operate, support and provide the
                  co location facilities, bandwidth and other services necessary
                  for the operation of the Sites;

         1.2      "Change of Control" occurs for the purposes of this Agreement
                  if :-

                  1.2.1    in any transaction or series of transactions, a
                           person or group, other than the Licensee or any of
                           its affiliates acquires securities representing more
                           than 50% of the shareholder voting power in any
                           member of the WG Group; or

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                  1.2.2    a merger or consolidation involving any member of the
                           WG Group being consummated and resulting in less than
                           50% of the outstanding voting securities of the
                           surviving or resulting entity being owned by the
                           shareholders immediately prior to such merger or
                           consolidation; or

                  1.2.3    the Owner or any member of the WG Group sells all or
                           substantially all of its assets to a person or entity
                           which is not a wholly-owned subsidiary of World
                           Gaming Plc.

         1.3      "Contracts" means all or any of this Agreement, the Licence
                  Agreement, the Amendment Agreement, the Cable and Wireless
                  Agreements and the Service Contracts and Software Licences;

         1.4      "Full Verification Service" means the service provided by NCC
                  and detailed in Schedule 2 for the verification of the
                  Material (and updates and upgrades);

         1.5      "Functions" means (a) the provision of the betting area of the
                  Sites where wagers are placed and (b) the performing of
                  deposit and withdrawal transactions for customers of the
                  Sites;

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

         1.7      "Integrity Testing Service" means those tests forming NCC's
                  Integrity Testing Service and detailed in Schedule 2, in so
                  far as they relate to the Material;

         1.8      "Intellectual Property Rights" means copyright, trade secrets,
                  patents, and all other and proprietary rights of a similar
                  nature;

         1.9      "Licence Agreement" means the Software Licence as amended by
                  the Amendment Agreement pursuant to the terms of the Principal
                  Agreement;

         1.10     "Licensed Software" shall mean a licensed data processing
                  program or micro program consisting of a series or sequence of
                  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, 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 a Casino located at a
                  single URL, with a maximum of two themes: an adult theme
                  (where a license is available), and a non-adult theme. The
                  Casino shall have various games of chance which includes, but
                  is 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
                  sportsbook, and a lottery ticket distribution web site;

         1.11     "Material" means the source code of the Package and such other
                  materials and documentation as are necessary to comply with
                  Clauses 2.1.3 and 2.1.6;

         1.12     "Package" means the software packages licensed to the Licencee
                  under the Licence Agreement and the details of which are set
                  out under Schedule 1;

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         1.13     "Person" means an individual, corporation, firm, association,
                  partnership, trust or other entity or group of entities,
                  including any governmental entity or any agency or political
                  subdivision thereof;

         1.14     "Service Contracts and Software Licences" means the service
                  contracts and licence agreements between the Owner (or any
                  member of the WG Group) with any Persons in relation to the
                  Systems including but without prejudice to the generality of
                  the foregoing the contracts and licences for any Oracle
                  licence, the Sun Maintenance and Support licence, the Vertis
                  (back up software) licence and support contract;

         1.15     "Sites" mean www.sportsbook.com, www.sportingbetUSA.com,
                  www.sportingbetusa.com, www.wallstreet.com and
                  www.playersonly.com and other URLs designated in writing by
                  the Licensee from time to time.

         1.16     "Systems" means the Licensed Software and the Hardware
                  provided by Starnet, World Gaming or any member of the WG
                  Group in relation to the support of or provision of Services
                  to the Licensee or any member of the Sportingbet Group in
                  relation to the Sites; and

         1.17     "WG Group" means World Gaming Plc and its subsidiaries and
                  subsidiary undertakings from time to time and individually a
                  "member of the WG Group".

2        Owners' Duties and Warranties

         2.1      The Owner shall:

                  2.1.1    deliver a copy of the Material to NCC upon execution
                           of this Agreement;

                  2.1.2    thereafter update the Material within 7 days of such
                           release of a new version (including any update or
                           upgrade) of the Package. Such versions updates and
                           upgrades will be added to the existing deposits and
                           each deposit will be held and maintained separately
                           within the escrow account. The processing of all
                           deposit updates or upgrades shall be in accordance
                           with Clause 2.1.6;

                  2.1.3    always ensure that the Material as delivered to NCC
                           is capable of being used to recreate the latest
                           version of the Package used by or issued to the
                           Licensee and shall deliver to NCC further copies of
                           the Material as and when necessary;

                  2.1.4    in any event deliver to NCC a replacement copy of the
                           Material (fully up to date) every 3 months following
                           the first delivery under this Agreement;

                  2.1.5    deliver a replacement copy of the Material to NCC
                           within 14 days of receipt of a notice served upon it
                           by NCC under the provisions of Clause 4.1.6; and

                  2.1.6    deliver with each deposit of the Material any of the
                           following technical information that is relevant:

                           2.1.6.1  Details of the deposit; full name and
                                    version details, media type, backup
                                    command/software used, compression used,
                                    archive hardware and operating system
                                    details.

                           2.1.6.2  Password/encryption details required to
                                    access the source code.

                           2.1.6.3  Directory listings of the contents of the
                                    media.

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                           2.1.6.4  Documentation describing the procedures for
                                    building, compiling and installing the
                                    software, including names and versions of
                                    the development tools.

                           2.1.6.5  Software design information (e.g. module
                                    names and functionality).

                           2.1.6.6  Name and contact details of employees with
                                    knowledge of how to maintain and support the
                                    Material.

                  2.1.7    at all times fully cooperate with NCC by providing
                           access to its premises (and where necessary procuring
                           access to the premises of the WG Group and the Cable
                           and Wireless colocation offices or facilities in
                           Antigua pursuant to the Cable and Wireless
                           Agreements), facilities, computer software systems,
                           and technical and support personnel and all other
                           assistance to enable NCC's Full Verification Service
                           to be performed as and when, in the Licensee's sole
                           and exclusive discretion and at the Licensee's
                           request, the Licensee deems it appropriate.

         2.2      The Owner warrants that:

                  2.2.1    it owns the Intellectual Property Rights in the
                           Material and has authority to enter into this
                           Agreement;

                  2.2.2    by entering into this Agreement, the Owner is not and
                           will not be in breach of any express or implied
                           obligation to any third party binding on it; and

                  2.2.3    the Material lodged under Clause 2.1 shall contain
                           all information in human-readable and useable form
                           and on suitable media to enable a reasonably skilled
                           programmer or analyst to understand, develop,
                           maintain and correct the Package without the
                           assistance of any other person.

3        Owner's Responsibilities

         It shall be the responsibility of the Owner to notify NCC of any
         significant change to the Package that necessitates any replacement
         copy or updates of the Material being deposited.

4        NCC's Duties

         4.1      NCC shall:

                  4.1.1    Upon receipt of the relevant payment, apply its Full
                           Verification Service to the Material as soon as
                           possible upon receipt of the initial deposit of the
                           Material being received from the Owner under clause
                           2.1.1;

                  4.1.2    hold the Material (and all updates and upgrades) in a
                           safe and secure environment;

                  4.1.3    inform the Owner and the Licensee of the receipt of
                           any copy or updates or upgrades of the Material;

                  4.1.4    in accordance with the terms of Clause 9 apply its
                           Integrity Testing Service to the Material from time
                           to time;

                  4.1.5    at all times retain a copy of the latest verified
                           deposit of the Material; and

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                  4.1.6    as soon as reasonably practicable notify the Owner
                           and Licensee if it becomes aware at any time during
                           the term of this Agreement that the copy of the
                           Material (or any updates or upgrades) held by it has
                           been lost, damaged or destroyed.

                  4.1.7    In accordance with the terms of Clause 6.3.2. upon
                           receipt of the Notice release the Materials to the
                           Licensee within 24 hours of receipt of such notice if
                           such notice is received on a recognised business day
                           and provided the following day is a recognised
                           business day. If the Notice is not received on a
                           recognised business day or the following day is not a
                           recognised business day, then the Material will be
                           released within 24 hours after the start of the next
                           recognised business day.

         4.2      NCC shall not be responsible for procuring the delivery of the
                  Material in the event of failure by the Owner to do so.

5        Payment

         The Licensee shall pay NCC's standard fees as published from time to
         time or as otherwise agreed.

6        Release Events

         6.1      Subject to the provisions of Clauses 6.2 and 6.3 and upon
                  receipt of its release fee and all outstanding fees due and
                  owing to NCC, NCC will release the Material to a duly
                  authorised officer of the Licensee in accordance with clause
                  6.3 hereunder.

         6.2      The Licensee must notify NCC immediately of the occurrence or
                  the possibility of the occurrence of any of the Trigger Events
                  and may demand, in its sole and exclusive discretion, the
                  release of the Material by delivering to NCC written notice
                  ("the Notice") (which may be sent by fax) made by an officer
                  of the Licensee stating that a Trigger Event has been
                  triggered, specifying the particular Trigger Event(s) and that
                  the Licence Agreement was still valid and effective up to the
                  occurrence of such event.

         6.3      Upon receipt of the Notice from the Licensee claiming a
                  release event under Clause 6.1:

                  6.3.1    NCC shall immediately send a copy of the Notice to
                           the Owner and its solicitors by fax and special
                           delivery to the addresses for each in clause 13.3 or
                           equivalent type of post;

                  6.3.2    upon receipt of the Notice from the Licensee NCC
                           shall have no obligation to determine themselves
                           whether a release event has in fact occurred or
                           whether the Licensee has reasonable grounds to
                           believe that there is the possibility of the
                           occurrence of any of the Trigger Events, and NCC
                           shall have no right to refuse to release the
                           Materials to the Licensee. The Owner hereby expressly
                           agrees, acknowledges and authorises that upon receipt
                           of the Notice NCC shall release the Materials to the
                           Licensee in accordance with clause 4.1.7 above,
                           regardless of whether the Owner disputes such release
                           upon receipt of the Notice under clause 6.3.1.

         6.4      To the extent that this Agreement does not otherwise provide
                  for reimbursement of such costs and expenses, the Licensee
                  hereby agrees to indemnify NCC in full in respect of any
                  liability, loss, damage, costs and expenses incurred by NCC as
                  a result of any release made by NCC to the Licensee under
                  clause 6.3 that is disputed by the Owner.

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         6.5      Following a Trigger Event the Owner (at its expense) shall
                  have the right to appoint an independent expert, at the sole
                  discretion of the Owner, to verify the occurrence of a Trigger
                  Event. During the investigation by the independent expert, the
                  Licensee shall continue to be able to use the Material under
                  the terms of this Agreement. The independent expert shall
                  provide a written report to both parties setting out its
                  conclusion as to whether or not a Trigger Event has occurred.
                  If, on receipt of such, a genuine Trigger Event has not
                  occurred the Licensee shall immediately:

                  6.5.1    cease any use of the Material (or copies thereof);

                  6.5.2    re-lodge the released Material at the NCC and pay any
                           associated fees;

                  6.5.3    delete any copies made of the Material;

                  6.5.4    provide the Owner with written certification signed
                           by a director of the Licensee that:

                           6.5.4.1  it has ceased all use of the Material;

                           6.5.4.2  it has deleted all copies of the Material;

                           6.5.4.3  it has re-lodged the Material with the NCC;
                                    and

                           6.5.4.4  it will not use the Material in the future
                                    other than as provided for under this
                                    Agreement.

         6.6      The Licensee shall indemnify and hold harmless the Owner from
                  and against all and any losses, liabilities, demands, claims,
                  costs and expenses (including reasonable legal costs and
                  disbursements) incurred or suffered by the Owner, and any
                  damages awarded against the Owner, as a result of a breach by
                  the Licensee of clause 6.5.4.

7        Confidentiality

         7.1      The Material shall remain the confidential property of the
                  Owner and in the event that NCC provides a copy of the
                  Material to the Licensee, the Licensee shall be permitted to
                  use the Material only in accordance with the confidentiality
                  obligations contained in Clause 7.3.

         7.2      NCC agrees to maintain all information and/or documentation
                  coming into its possession or to its knowledge under this
                  Agreement in strictest confidence and secrecy. NCC further
                  agrees not to make use of such information and/or
                  documentation other than for the purposes of this Agreement
                  and will not disclose or release it other than in accordance
                  with the terms of this Agreement.

         7.3      In the event that the Material is released under Clause 6 the
                  Licensee shall, subject to Clause 7.4:

                  7.3.1    use the Material only for the purpose of
                           understanding, maintaining, developing and correcting
                           the Package exclusively on behalf of the Licensee;

                  7.3.2    not use the Material for any other purpose nor
                           disclose it to any person save such of its employees
                           or contractors who need to know the same in order to
                           understand, maintain, develop and correct the Package
                           exclusively on behalf of the Licensee. In that event
                           the Licensee shall ensure that its employees and
                           contractors are bound by the same confidentiality
                           obligations as are contained in this Clause 7;

                  7.3.3    hold all media containing the Material in a safe and
                           secure environment when not in use; and
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                  7.3.4    forthwith destroy the same should the Licensee cease
                           to be entitled to use the Package.

         7.4      Notwithstanding Clause 7.3, to the extent that any other
                  agreement in effect between the Owner and the Licensee or its
                  affiliates provides greater rights to Licensee with respect to
                  the Material than provided in Clause 7.3, such greater rights
                  shall prevail.

8        Intellectual Property Rights

         The release of the Material to the Licensee will not solely by virtue
         of this Agreement act as an assignment of any Intellectual Property
         Rights that the Owner possesses in the Material.

9        Verification

         9.1      Subject to the provisions of Clauses 9.2 and 9.3, NCC shall
                  bear no obligation or responsibility to any person, firm,
                  company or entity whatsoever to determine the existence,
                  relevance, completeness, accuracy, effectiveness or any other
                  aspect of the Material.

         9.2      Upon the Material being lodged with NCC, NCC shall apply its
                  Full Verification Service to the initial first deposit of the
                  Material as received under clause 2.1.1 and for all subsequent
                  Material deposited, apply its Integrity Testing Service to the
                  Material and shall provide a copy of each test report to the
                  parties to this Agreement.

         9.3      In addition to the Full Verification testing to be carried out
                  by NCC on the Material under clause 4.1 upon the initial
                  deposit by the Owner, the Licensee shall be entitled to
                  require NCC to apply its Full Verification Service to the
                  Material in respect of any new version, update or upgrade .
                  NCC's prevailing charges for providing such Full Verification
                  Services and all reasonable expenses incurred by NCC in
                  carrying out such testing will be paid by the Licensee, save
                  that if in the opinion of the independent expert appointed by
                  the Managing Director of NCC the Material is substantially
                  defective in content any such reasonable charges and expenses
                  will be paid by the Owner.

10       NCC's Liability

         10.1     NCC shall not be liable for any loss or damage caused to the
                  Owner or the Licensee either jointly or severally except to
                  the extent that such loss or damage is caused by:

                  10.1.1   the negligent acts or omissions of; or

                  10.1.2   a breach of any contractual duty by NCC, its
                           employees, agents or sub-contractors and in such
                           event NCC's total liability in respect of all claims
                           arising under or by virtue of this Agreement shall
                           not (except in the case of claims for personal injury
                           or death) exceed the sum of (pound)500,000.

         10.2     NCC shall in no circumstances be liable to the Owner or the
                  Licensee for indirect or consequential loss of any nature
                  whatsoever whether for loss of profit, loss of business or
                  otherwise.

         10.3     NCC shall be protected in acting upon any written request,
                  waiver, consent, receipt or other document furnished to it
                  pursuant to this Agreement, not only in assuming its due
                  execution and the validity and effectiveness of its provisions
                  but also as to the truth and acceptability of any information
                  contained in it, which NCC in good faith believes to be
                  genuine and what it purports to be.

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11       Indemnity

         Save for any claim falling within the provisions of Clause 10.1, the
         Owner and the Licensee jointly and severally indemnify NCC for any
         reasonable legal and/or related costs it incurs as a result of issuing
         or becoming otherwise involved in any form of dispute resolution
         proceedings or any litigation of any nature in relation to this
         Agreement.

12       Termination

         12.1     NCC may terminate this Agreement after failure by the Licensee
                  to comply with a 60 day written notice from NCC to pay any
                  outstanding fee.

         12.2     NCC may terminate this Agreement by giving 60 days written
                  notice to the Owner and the Licensee. In that event the Owner
                  and the Licensee shall appoint a mutually acceptable new
                  custodian on terms similar to those contained in this
                  Agreement. If a new custodian is not appointed within 30 days
                  of delivery of such notice, the Owner or the Licensee shall be
                  entitled to request the President for the time being of the
                  British Computer Society to appoint a suitable new custodian
                  upon such terms and conditions as he/she shall require. Such
                  appointment shall be final and binding on all parties.

         12.3     If NCC is notified of the new custodian within the notice
                  period, NCC will forthwith deliver the Material to the new
                  custodian. If NCC is not notified of the new custodian within
                  the notice period, NCC will return the Material to the Owner.

         12.4     If the Licence Agreement has terminated and the Licence has
                  expired or has been lawfully terminated this Agreement will
                  automatically terminate on the same date. The Owner shall
                  promptly notify NCC of such termination and NCC will make
                  available the Material for collection by the Owner within 30
                  days of such notice of termination or expiry of the Licence
                  Agreement. If the Material remains uncollected by the Owner
                  after 30 days, NCC will destroy the Material.

         12.5     The Licensee may terminate this Agreement at any time by
                  giving written notice to NCC.

         12.6     The Owner may only terminate this Agreement with the written
                  consent of the Licensee.

         12.7     This Agreement shall terminate upon release of the Material to
                  the Licensee in accordance with Clause 6.

         12.8     Upon termination under the provisions of Clauses 12.4, 12.5 or
                  12.6 of this Agreement NCC will deliver the Material to the
                  Owner. If NCC is unable to trace the Owner NCC will destroy
                  the Material.

         12.9     Upon termination under the provisions of Clause 12.1 the
                  Material will be available for collection by the Owner from
                  NCC for 30 days from the date of termination. After such 30
                  day period NCC will destroy the Material.

         12.10    NCC may forthwith terminate this Agreement and destroy the
                  Material if it is unable to trace the Owner having used all
                  reasonable endeavours to do so.

         12.11    The provisions of Clauses 7, 10 and 11 shall continue in full
                  force after termination of this Agreement.

         12.12    On termination of this Agreement the Owner and/or the Licensee
                  (as appropriate) shall remain liable to NCC for payment in
                  full of any fee which has become due but which has not been
                  paid as at the date of termination.

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13       General

         13.1     This Agreement shall be governed by and construed in
                  accordance with the laws of England and Wales and the parties
                  submit to the exclusive jurisdiction of the English courts.

         13.2     This Agreement represents the whole agreement relating to the
                  escrow arrangements between the parties for the Package and
                  supersedes all prior arrangements, negotiations and
                  undertakings.

         13.3     Save for Clause 6.3, all notices to be given to the parties
                  under this Agreement shall be deemed to have been duly given
                  or made when delivered personally or 7 days after posting or
                  if sent by facsimile, 12 hours after despatch to the party to
                  which such notice is required to be given or made under this
                  Agreement addressed as follows: Internet Opportunity
                  Entertainment Limited:

                  C/o Address:      7th Floor
                                    Transworld House
                                    82 - 100 City Road
                                    London   EC1Y 2BJ

                  Fax:              020 7251 7270

                  Email:            danielt@sportingbet.com

                  Attention:        Daniel Talisman
                                    Group Legal Counsel and Company Secretary


                  Starnet Systems International Inc:

                  C/o Address:      Law Debenture Corporate Services Limited
                                    Fifth Floor
                                    100 Wood Street
                                    London EC2V 7EX

                  Fax:              [               ]

                  Email:            [               ]

                  Attention:        [               ]



                  Owner's Solicitors:

                  C/o Address:      Berwin Leighton Paisner
                                    Adelaide House
                                    London Bridge
                                    London
                                    EC4R 9HA


                  Fax:              020 7760 1111

                  Email:            hilary.stewart-jones@blplaw.com

                  Attention:        Hilary Stewart-Jones

                                       9
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                                   Schedule 1


                                   The Package

The software package known as [to be confirmed by WG]

>>       Sportsbook, Pari-mutuel Software, Casino Games (Java Version), Casino
         Games (C++ downloadable version) (includes new games introduced by SSII
         and upgrades)

>>       Partners Program Software

>>       Eye in the Sky (management reports) Software

>>       Command Centre Software or such other name(s) as may be given to it by
         the Owner from time to time.

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                                   Schedule 2

                         NCC's Full Verification Service

Full Verification is an optional service, available at an additional cost, that
builds upon the checks carried out in Integrity Testing to provide further
assurances that the code deposited with NCC is indeed the complete source code
for the software used by the Licensee. In addition, through carrying out a full
verification, NCC check that supporting information required to compile and
build the product is supplied with the deposit and is correct.

The core components of a Full Verification are as follows:

o        Compilation of the source code deposit (using documentation/scripts
         provided by the Owner and then included in the deposit)

o        Generation of a working version of the software. This is carried out
         with the assistance of the Owner.

o        Verification that the working software is that licensed by the
         Licensee. This is carried out with the assistance of the Licensee.

o        Integrity Testing checks shall be carried out at the conclusion of the
         verification process in order to ensure that the media being deposited
         in Escrow is suitable for storing.

A Full Verification Test Report is produced which clearly states the checks
carried out and the results of those checks - copies of the report are provided
to the Licensee and the Owner. Integrity Testing Services

The integrity testing service checks that the deposited material contains
accessible source code. The results of the integrity testing are recorded in a
Test Report along with details of all the items lodged. This Test Report is
forwarded to all parties.

NCC's Integrity Testing Service

Integrity Testing consists of the following checks:

o        Each item of media deposited is virus checked where appropriate. The
         anti-virus software used is listed in the report.

o        Checks are made to ensure that each item of media can be read without
         error.

o        If the data has been encrypted or password protected in any way then
         checks are made to ensure that the data can be accessed using the
         decryption key or password provided by the software owner.

o        Checks are made to see if compression has been used, in which case
         tests are undertaken to ensure that the data can be decompressed. The
         compression utility used is listed in the report.

o        Sample data is viewed to ensure that the deposit contains source code.

o        Sample source code is viewed to check for the following:

                  Modification History
                  Source Code Comments
                  Source Code Indentation
                  Meaningful Variable/Procedure Names
                  Meaningful File Names

         The results of the source code information checks do not effect the
         result of the verification but provide further information on the
         legibility and maintainability of the source code.

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<TABLE>
<CAPTION>
                                                  Schedule 3

                                            NCC's Fees (St(pound))
------- -------------------------------------------------------------------- ---------------- --------------
<S>     <C>                                                                        <C>            <C>
 1      Initial Fee (payable on commencement of work)                              Nil            100%
------- -------------------------------------------------------------------- ---------------- --------------
 2      Annual Fee (payable on completion of the agreement and on each             Nil            100%
        anniversary thereafter)
------- -------------------------------------------------------------------- ---------------- --------------
3       (a) Full Verification Fee for initial deposit of Material under            Nil            100%
        clause 2.1.1

        (b) Full Verification Fee for Full Verification service at the
        request of the Licensee
------- -------------------------------------------------------------------- ---------------- --------------
 4      Scheduled Update Fee (2nd and subsequent scheduled deposits in any         Nil            100%
        one year, payable on completion of the agreement and on each
        anniversary thereafter - NB a minimum of 3 are required in
        accordance with Clause 2.1.3)
------- -------------------------------------------------------------------- ---------------- --------------
 5      Unscheduled Update Fee (per unscheduled deposit)                           Nil            100%
------- -------------------------------------------------------------------- ---------------- --------------
 6      Storage Fee (an additional annual fee may be payable for deposits          Nil            100%
        in excess of one cubic foot)
------- -------------------------------------------------------------------- ---------------- --------------
 7      Release Fee (plus NCC's reasonable expenses)                               NIL            100%
------- -------------------------------------------------------------------- ---------------- --------------

o        All fees are reviewed by NCC from time to time


Signed for and on behalf of  Starnet Systems International Inc

Name: .................................................|....................................................

Position: .............................................|                              (Authorised Signatory)


Signed for and on behalf of  Internet Opportunity Entertainment Limited

Name: .................................................|....................................................

Position: .............................................|                              (Authorised Signatory)


Signed for and on behalf of NCC ESCROW INTERNATIONAL LIMITED

Name: .................................................|....................................................

Position: .............................................|                              (Authorised Signatory)

                                                      12
</TABLE>
<PAGE>
                                   Schedule 4

                                 Trigger Events

         The occurrence of any of the following, or alternatively the Licensee
reasonably anticipating that any of the following will occur in the foreseeable
future is a "Trigger Event". If:

         (a)      the Owner or any of its subsidiaries (i) voluntarily ceases to
                  conduct its business in the ordinary course; (ii) commences
                  any insolvency or equivalent or analogous proceeding with
                  respect to itself in any jurisdiction; or (iii) takes any
                  action to effectuate or authorize any of the forgoing; or

         (b)      a petition is presented for the winding up or administration
                  of the Owner or any member of the WG Group or an order is made
                  or a resolution is passed for the winding up of the Owner or
                  any member of the WG Group except for the purposes of
                  reconstruction or amalgamation; or

         (c)      a liquidator, administrator, administrative receiver,
                  receiver, trustee, or similar officer is appointed in respect
                  of the Owner or a member of the WG Group or in respect of any
                  or all of the assets of the Owner or any member of the WG
                  Group; or

         (d)      any involuntary insolvency or equivalent proceeding is
                  commenced or filed against World Gaming Plc or any subsidiary;
                  World Gaming Plc or any subsidiary admits the material
                  allegations of a petition against it in any insolvency
                  proceeding, or an order for relief (or similar order) is
                  ordered in any insolvency proceeding; or World Gaming Plc or
                  any of its subsidiaries acquiesces in the appointment of a
                  receiver, administrator, trustee, custodian, conservator,
                  liquidator, mortgagee in possession (or agent therefor), or
                  other similar person for itself or a substantial portion of
                  its property or business; or

         (e)      there is a Change of Control of the WG Group; or

         (f)      the WG Group fails to enter into an escrow access agreement
                  with a third party, Cable & Wireless who is resident in
                  Antigua for such third party to hold keys and passwords
                  necessary for access by the Licensee to the site on which the
                  Package can be found within 14 days of the date of this
                  Agreement; or

         (g)      at any time the Charge (as defined in the Charge Agreement
                  entered into between the WG Group and the Licensee) ceases to
                  create first ranking security interests over any of the
                  property and assets secured or intended to be secured thereby;
                  or

         (h)      the WG Group fails to pay by the due date, in the currency and
                  manner provided in the Loan Agreement entered into between the
                  Owner and the Licensee, any sum payable by the WG Group under
                  that Loan Agreement; or

         (i)      the WG Group fails to provide within 7 days of the date of
                  this Agreement such written authority for the Licensee as it
                  may require to enable it to enter the Secured Site (as defined
                  in the Loan Agreement referred to above) and use and operate
                  the Package immediately on the occurrence of any of the Events
                  of Default as set out in the Loan Agreement; or

                                       13
<PAGE>

         (j)      the WG Group is unable or unwilling to perform an obligation
                  or provide a service pursuant to the Licence Agreement which
                  has a material and immediate adverse impact on the operation
                  of the System and pursuant to the service levels to be agreed
                  between the parties within 7 days of the date of the Loan
                  Agreement save in instances of force majeure (as described in
                  the Loan Agreement); or

         (k)      there is any material breach of any representation or warranty
                  made pursuant to the Loan Agreement by any member of the WG
                  Group save that with regard to such material breaches, the WG
                  Group shall have a period of 28 days to rectify (during such
                  period the Materials will not be released) after which the
                  Materials shall be released to the Licensee if such breaches
                  remain outstanding.

                                       14