EXHIBIT 4.37

                           SOFTWARE LICENSE AGREEMENT


THIS AGREEMENT is entered into this 23 day of May 2000.

BETWEEN:

         INTERNET EMPIRE ENTERTAINMENT LTD., with registered offices in St.
         John's Antigua, West Indies

                                     (hereinafter referred to as the "Licensee")
AND

         STARNET SYSTEMS INTERNATIONAL INC., (formerly known as Softec Systems
         Caribbean Inc.) with registered offices at 1589 Newgate Street, St.
         John's Antigua, West Indies.

                                             (hereinafter referred to as "SSII")

WHEREAS,

A.       Softec Systems Caribbean Inc. changed its name to Starnet Systems
         International Inc. pursuant to Section 161(2) of the International
         Business Corporations Act, Cap.222, by Special Resolution dated 19th
         day of July 1999;

B.       SSII owns rights to Internet casino software (the "Software");

C.       SSII wishes to license the Software to other companies;

D.       SSII wishes to provide a complete computer hardware and software
         package that the Licensee may use to operate an Internet Gaming site;
         and,

E.       The Licensee wishes to license the Software and make use of SSII'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 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 SSII for use in connection

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                           with the licensed programs. The Licensed Software
                           shall consist of not more than 2 casinos, based on
                           themes selected by the Licensee (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 SSII
                           in its absolute discretion, located at its offices in
                           St. John's Antigua, or other locations designated by
                           SSII 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.

                  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 SSII which is not generally available
                           to or used by others or the utility or value of which
                           is not generally known or recognized as

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                           standard practice, including, without limitation, all
                           financial business and personal data relating to
                           SSII's clients, any non-public information about
                           affiliates, subsidiaries, consultants and employees
                           of SSII 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
                           SSII 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 SSII to inspect and audit all
                           SSII's business, accounting and supporting records
                           that are necessary for purposes determining SSII's
                           compliance with the terms of this Agreement. SSII
                           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, SSII 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. prime
                           plus one percent. Further, if such inspection or
                           audit is made necessary by failure of SSII 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, SSII 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
                           SSII's fiscal years prior to the date SSII receives
                           notice of an impending audit.

         1.3      INDEMNIFICATION

                  1.3.1    The Licensee acknowledges and agrees that neither
                           SSII 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

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                           Hardware or any other information, material or
                           services provided by SSII to the Licensee under this
                           Agreement. If, despite the foregoing limitations,
                           SSII 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 SSII, 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 SSII for the six months prior to the
                           loss.

                  1.3.2    The Licensee shall indemnify and save harmless SSII
                           and its members, shareholders, directors, officers,
                           employees, agents, 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 SSII
                           is found guilty of fraud in executing its'
                           obligations under this Agreement, the Licensee shall
                           not 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
                           Agreement by SSII can be temporarily disrupted. The
                           Licensee acknowledges and agrees that neither SSII
                           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 Agreement by SSII are
                           temporarily disrupted for seven days within any
                           one-month period, the minimum monthly fees as
                           calculated in section 1.7.3 shall be reduced on a pro
                           rata basis.

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

         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 SSII. Violation of this
                           section is grounds for immediate termination of this
                           Agreement. SSII will not unreasonably withhold its
                           consent to the Licensee's requests to sub-license the
                           Licensed Software to a third party subject to the
                           following obligations of the Licensee and limitations
                           of SSII:

                           (a)      that the Licensee will have first provided
                                    SSII with a copy of its draft sub-licensing
                                    agreement with the proposed sub-licensee
                                    (the "Sublicensee"), such agreement must
                                    contain the following provisions (the
                                    "Sub-licensing Agreement"):

                                    (1)      that Licensee is responsible
                                             for all communication with the
                                             Sublicensee and SSII will have no
                                             responsibility in this regard;

                                    (2)      that the Sublicensee will have
                                             presented the Licensee with a
                                             current criminal check confirming
                                             that Sublicensee has no criminal
                                             record;

                                    (3)      the Sublicensee shall obtain no
                                             rights in the Licensed Software
                                             other than those specifically
                                             granted in the Sub-licensing
                                             Agreement;

                                    (4)      the Licensee is responsible for all
                                             technical support and customer
                                             service support of the Sublicensee
                                             and the Sublicensee's customers and
                                             the Licensee will be responsible
                                             for establishing its own methods of
                                             communication in this regard;

                                    (5)      the Sublicensee shall not own the
                                             Customer Information generated in
                                             respect of the Sublicensee's
                                             customers and, during the term of
                                             this Agreement ownership of such
                                             Customer Information will be
                                             retained by the Licensee and


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                                             will not in any circumstances be
                                             transferred by the Licensee to the
                                             Sublicensee;

                                    (6)      that the Licensee is responsible
                                             for paying all of the additional
                                             production costs associated with
                                             producing a copy of the software
                                             and a report generator for each of
                                             the Licensee's sublicensees
                                             approved by SSII under this
                                             Agreement (see attached Fee
                                             Schedule);

                                    (7)      that the Licensed Software is the
                                             sole property of SSII, and that
                                             Licensee has only the specific
                                             rights to sub-license that are
                                             granted to it under this Agreement;
                                             and,

                                    (8)      that the cost of any upgrades to
                                             the Licensed Software that are
                                             sublicensed to the Sublicensee will
                                             be borne by the Licensee.

                  1.5.2    Copyright, trademarks and other proprietary rights of
                           SSII (SSII's Intellectual Property) protect the
                           Licensed Software. The Licensee may be held directly
                           responsible for acts relating to the Licensed
                           Software which are not authorized by this Agreement

                  1.5.3    All right, title and interest in and to SSII's
                           Intellectual Property to the Licensed Software, and
                           any copies threreof, and all documentation, code and
                           logic, which describes and/or comprises the Licensed
                           Software remains the sole property of SSII.

                  1.5.4    SSII shall not be responsible for failure of
                           performance of this 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 SSII'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 SSII will license
                           the Licensed Software to as many other parties as are
                           willing to enter into a licensing agreement with
                           SSII.

                  1.5.7    INTENTIONALLY DELETED

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                  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 SSII 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 gaming servers are located.

                  1.5.10   It is the policy of SSII 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, SSII may terminate this
                           agreement without notice.

                  1.5.11   The Licensee shall not accept wagers from persons
                           residing in Canada and shall implement all measures
                           stipulated by SSII to ensure that persons residing in
                           Canada are not able to wager utilizing the Licensed
                           Software.

         1.6      TERMS 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    SSII may terminate this Agreement by giving written
                           notice to the Licensee at least six months prior to
                           the end of any one year term provided, however, SSII
                           shall not give notice of termination in the first
                           year of this Agreement.

                  1.6.3    SSII 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 SSII. The Licensee shall be allowed to
                           cure the breach during the notice period, thus
                           pre-empting SSII'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 SSII.
                           For the purposes of this section, material shall mean
                           anything greater than 5% of the previous month's
                           fees.

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                  1.6.4    SSII 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 SSII 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 SSII
                           is materially in breach of this Agreement for more
                           than 30 days. SSII 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    SSII may terminate this Agreement at any time upon
                           five days notice if SSII, 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 SSII any and all of
                           SSII's materials which SSII has a proprietary right
                           in that are in the Licensee's 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 he given to the Licensee and SSII
                           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

                  1.7.1    The Licensee shall pay to SSII a non-refundable
                           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 in
                           accordance with the following schedule:

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                           o        $50,000 within five (5) business days upon
                                    signing this Agreement; and
                           o        $50,000 upon completion of the installation
                                    of the software.

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

                  1.7.3    INTENTIONALLY DELETED

                  1.7.4    All monthly payments shall be delivered to SSII 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 or others 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 SSII in
                           each instance.

                  1.8.2    SSII shall not disclose, publish, or disseminate
                           Customer Information to anyone other than those of
                           its employees with a need to know, and SSII agrees to
                           take reasonable precautions to prevent any
                           unauthorized use, disclosure, publication, or
                           dissemination of Customer Information. SSII 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 SSII or the Licensee,
                           remains the property of SSII and no license or other
                           rights to Confidential Information is granted or
                           implied hereby. For purposes of this 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

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                           new material which may be protected by copyright,
                           patent and/or trade secret.

                  1.8.4    Notwithstanding, anything in this Section 1.8, SSII
                           shall be allowed to use Customer Information for the
                           purpose of fulfilling its reporting obligations as a
                           public company. SSII 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
                           this Agreement to third parties would cause
                           considerable damage to SSII and its parent company,
                           Starnet Communications International Inc.

2.       OBLIGATIONS OF THE LICENSOR

         2.1      HARDWARE

                  2.1.1    SSII shall supply the Hardware as defined in this
                           Agreement.

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

                  2.1.3    SSII shall supply the office space required to house
                           the Hardware. SSII WILL USE ALL REASONABLE EFFORTS TO
                           ENSURE THAT THE OFFICE SPACE HOUSING THE HARDWARE IS
                           MAINTAINED TO A HIGH LEVEL OF SECURITY.

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

                  2.1.5    SSII 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    SSII will use reasonable efforts to establish a
                           redundant site in St. Kitts, West Indies, or any
                           other jurisdiction, provided that SSII will be
                           required to maintain a gaming license at all times
                           in any jurisdiction in which redundant Servers are
                           located. If SSII proposes to establish a redundant
                           site in a jurisdiction other than St. Kitts, SSII
                           shall first obtain the approval of the Licensee shall
                           not be required to maintain a redundant site.

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                  2.1.7    SSII shall make all reasonable efforts to repair and
                           correct any problems arising under SSII'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    SSII 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    SSII shall install the Licensed Software on the
                           Hardware.

                  2.2.2    SSII 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    SSII 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    SSII shall supply to the Licensee a single Master CD
                           containing the Downloadable Software.

                  2.2.5    SSII 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 additional games
                           added to the Licensed Software at no additional
                           licensing cost to the Licensee.

                  2.2.6    SSII 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

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                  2.2.9    the Licensee, at market rates, plus a $100.00 U.S.
                           administration fee. SSII retains the right to refuse
                           to make the requested changes.

                  2.2.10   SSII shall only be required to provide the Licensed
                           Software in the English language and other language
                           that becomes available.

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

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

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

                  2.2.14   SSII 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.

                  2.2.15   INTENTIONALLY DELETED

         2.3      FINANCIAL TRANSACTIONS

                  2.3.1    SSII 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 SSII's discretion, at a cost to
                           the Licensee to be agreed upon at the time.

                  2.3.2    SSII 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.

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

         2.4      TECHNICAL SUPPORT

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                  2.4.1    SSII shall supply 24-hour 7-days per week technical
                           support for the Licensee's customers and for the
                           Licensee.

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

                  2.4.3    SSII 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 and other languages that become
                           available, including Chinese (mandarin). Technical
                           support offered via the Internet shall be in all
                           languages in which the Licensed Software is
                           available.

         2.5      ACCOUNTING

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

                  2.5.2    No fees are payable for regular accounting
                           information provided to the Licensee for the purpose
                           of calculating Net Revenue.

                  2.5.3    SSII shall supply a complete accounting record, as
                           defined by SSII 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.

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

                  2.5.5    SSII 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    SSII shall archive and maintain the accounting
                           information for a period of 2 fiscal years.

                  2.5.7    SSII, at its discretion, may destroy any portion of
                           the accounting information that SSII 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.

                                       13
<PAGE>


         2.6      CUSTOMER DATA

                  2.6.1    SSII shall maintain a database containing the
                           Customer Information.

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

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

                  2.6.4    The Licensee shall pay no fees for additional
                           Customer Information, provided that such requests are
                           reasonable. Administration fees shall be paid out at
                           market prices.

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

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

                  2.6.7    SSII in its discretion, may destroy any portion of
                           the Customer Information that SSII 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 SSII in its sole discretion.

                  2.7.2    SSII 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 tithe, in its sole discretion. The
                           Licensee may choose zero as a betting limit.

                                       14
<PAGE>


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

                  2.7.6    SSII 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    SSII 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 SSII maintains Hardware.

                  3.1.2    SSII 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 and 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, SSII may make
                           merchant numbers available to the Licensee through
                           another subsidiary of Starnet Communications
                           International Inc. ("SSII"), neither SSII nor SCII,
                           nor any other subsidiary of SCII shall be responsible
                           for maintaining or continuing to provide merchant
                           numbers.

         3.3      MARKETING

                  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.

                                       15
<PAGE>


                  3.3.3    SSII 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, provided that the Licensee has and is using
                           its own credit card merchant accounts.

         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, the entry web page for the casino
                           and sportsbook, as well on any compact disks
                           containing the License Software, shall display all
                           proprietary rights symbols such as Copyright and
                           Trademark, as supplied by SSII (the "Symbols"). The
                           Symbols shall be of the exact same size and font as
                           supplied by SSII.

         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. It is understood that the
                           Licensee will not accept wagers from Canada, and SSII
                           will program the Casino to provide the necessary
                           blocks and filters to prevent CANADIAN wagers.

                  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.

                  3.5.3    The Licensee shall indemnify SSII 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").

                                       16
<PAGE>


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

                  3.6.2    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 SSII (the
                           "Symbols"). The Symbols shall be of the exact same
                           size and font as supplied by SSII.

                  3.6.3    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.

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

                  3.6.5    If requested, SSII 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.

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

                  3.6.7    The Licensee shall include in their Terms and
                           Conditions of Play for the Licensed Software the
                           Terms and Conditions that are recommended by SSII.
                           The Licensee may embellish or add to 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, SSII shall not be responsible to the
                           Licensee, notwithstanding anything in this Agreement.

                  3.6.8    To enhance the credibility of the Licensee's gaming
                           operation, the Licensee is required to utilize the
                           SSII intermercial provided and designed by SSII, and
                           display the SSII Seal of Approval icon on the
                           website's homepage.

4.       STANDARD CLAUSES

         4.1      NOTICES

         Unless otherwise provided in this Agreement, any notice provided for
         under this Agreement shall be in writing and shall be sufficiently
         given if delivered personally, or if transmitted by facsimile with an
         original signed copy delivered

                                       17
<PAGE>


         personally within twenty-four hours thereafter, or mailed by prepaid
         registered post addressed to SSII at their respective addresses set
         forth below or at such other than current address as is specified by
         notice.

         To SSII:                   Newgate Street
                                    P.O. Box 1589 St. John's, Antigua,
                                    WI Attention: General Counsel Fax
                                    (268) 480-1656

         To the Licensee:           Registered offices in St. John's, Antigua

         4.2      ENTIRE AGREEMENT AND SCHEDULES

         The parties agree that this Agreement and its Schedule, if any,
         constitute the complete and exclusive statement of the terms and
         conditions between the Licensee and SSII covering the performance
         hereof and cannot be altered, amended or modified except in writing
         executed by 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 this
         Agreement which are in addition or inconsistent with the terms and
         conditions of this Agreement shall not be binding on SSII and shall not
         apply to this Agreement.

         4.3      GOVERNING LAW AND ARBITRATION

         Any dispute in connection with this Agreement shall be settled by
         arbitration in accordance with any Arbitration Act agreed upon between
         the parties; provided, however, should any dispute arise under this
         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 finally 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 this 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 this Agreement. Whenever the approval or
         consent of a party is required under this Agreement, such consent shall
         not be unreasonably withheld or delayed.

                                       18
<PAGE>


         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 this
         agreement or the Schedules.

         4.7      TIME TO BE OF THE ESSENCE

         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 this 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 this Agreement without the prior written consent or
         SSII.

         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.

         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.

                                       19
<PAGE>


         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 this Agreement.

         4.14     CUMULATIVE RIGHTS

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

         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.

         4.19     INTERPRETATION

         In the interpretation of this Agreement of 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. Notwithstanding the above, if there is any
         uncertainty in the interpretation of this Agreement, the uncertainty
         shall be interpreted in SSII's favour.

                                       20
<PAGE>


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



STARNET SYSTEMS INTERNATIONAL INC.


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


Name:                                        Name:
       -----------------------------               ---------------------------


Title:                                       Title:
        ----------------------------                --------------------------

INTERNET EMPIRE ENTERTAINMENT LTD.


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

Name:
       -----------------------------

Title:
        ----------------------------

                                       21
<PAGE>


                                   SCHEDULE A

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

THE LICENSEE'S NET MONTHLY                                FEES PAYABLE
REVENUE (U.S. DOLLARS)

[*]

The above table should be read with the following understanding: If the Licensee
has net monthly revenues of [*] then the fee payable is calculated as follows:

[*]

* This information has been omitted and is subject to a request for confidential
treatment with the Securities and Exchange Commission.


                                       22
<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.

3D graphics:----------------------------------------------[*]

Video editing:--------------------------------------------[*]

Graphic design:-------------------------------------------[*}

Programming:----------------------------------------------[*}

Quality Assurance and testing:----------------------------[*]


* This information has been omitted and is subject to a request for confidential
treatment with the Securities and Exchange Commission.


                                       23
<PAGE>

                       Schedule of Merchant Number Terms

         o        Monthly processing limit:  [*]
         o        Merchant discount:  [*]
         o        Rolling reserve; [*] for [*] days if chargeback are less than
                  [*]
         o        [*] if chargebacks exceed [*] - but will be subject to review
         o        Transaction fee: [*] per transaction applied to both debit
                  and credit transactions
         o        Fraud Screen fee: [*] per transaction applied to all sales
                  transaction regardless of the response, (accept or reject).
                  This system is essential to keep the chargeback ratio down.
         o        Settlement: [*]
         o        Chargeback: [*] per chargeback transaction
         o        Payout processing fee is [*] per bank draft.

SSII 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.

* This information has been omitted and is subject to a request for confidential
treatment with the Securities and Exchange Commission.


                                       24