EXHIBIT 4.38
                                  AMENDMENT TO
                           SOFTWARE LICENSE AGREEMENT

THIS AMENDMENT is entered into and made effective as of 1 November 2004.

BETWEEN:

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

          ("LICENSEE")

          - and -

          STARNET SYSTEMS INTERNATIONAL INC., a company with registered offices
          in St. John's Antigua, West Indies.

          ("SSII")

WHEREAS Licensee and SSII entered into a software license agreement (the
"License Agreement") dated as of May 23,2000 :and

AND WHEREAS Licensee and SSII wish to make certain amendments to the License
Agreement as more particularly set forth herein.

NOW THEREFORE, for good and valuable consideration, Licensee and SSII agree as
follows:

     1.   Definitions. Capitalized terms used and not defined herein shall have
          the meanings given to them in the License Agreement. This Agreement
          shall be referred to herein as the Amending Agreement.

     2.   Amendments. The License Agreement is hereby amended as follows:

          (a)  License Agreement Renewal - Sections 1.6.1 and 1.6.2 of the
               License Agreement are hereby deleted. The parties hereby renew
               the term of the License Agreement for a period of five (5) years
               (the "Initial Term") commencing the date hereof, and agree that
               the Initial Term shall be automatically renewed indefinitely for
               additional one (1) year terms thereafter (each, a "Renewal Term")
               unless terminated by one of the parties upon 90 days prior
               written notice to the expiry of the Initial Term or Renewal Term,
               as applicable, or otherwise in accordance with the terms set out
               in the License Agreement (collectively, the Initial Term and
               Renewal Term shall be referred to as the "Term").

          (b)  Schedule "A" - Schedule "A" to the License Agreement is hereby
               deleted and replaced with the Schedule "A" attached to this
               Amendment Agreement.

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          (c)  Exclusivity - During the Term, the Licensee agrees to exclusively
               use SSII Sportsbook, Casino and Racing software products on the
               Web Sites listed below, and under no circumstances shall Licensee
               either (a) use the software gaming products of, or otherwise
               engage, another software provider during the Term for any
               purposes related to such Web Sites or (b) directly or indirectly
               divert any users of the Web Sites to other gaming websites owned
               or operated by Licensee or any of its affiliates. The foregoing
               exclusivity arrangement shall apply with respect to the following
               Web Sites:

               www.pyramidcasino.com
               www.playrealsportsbook.com
               www.betonusa.com
               www.playitagaincasino.com
               www.vipclubcasino.com
               www.betchamps.com

          (d)  Security - As continuing and collateral security for a material
               breach of the License Agreement as amended herein, the Licensee
               hereby grants to SSII, by way of mortgage, charge, assignment and
               transfer, a security interest in, all present and future right,
               title and interest of the Licensee in and to the date related to
               the customers of Licensee ("Customer Information"), and hereby
               authorizes SSII to take any such action it deems necessary to
               perfect or protect its charge and security interest in the
               Customer Information. For greater certainty the parties confirm
               that these rights are in addition to any other rights that SSII
               might have.

          (e)  Transaction Processing - Licensee agrees that, notwithstanding
               any other agreement to the contrary, SSII shall not be
               responsible or otherwise liable for any losses associated with
               transaction processing.

          (f)  Service Level Arrangements - In the event the Uptime (as defined
               below), is less than 99% (but greater than 98%) during the course
               of any two month period during the Term, Licensee shall be
               entitled to a credit payment equal to ten per cent (10%) of the
               amounts payable by Licensee to SSII during such three month
               period, which amounts shall be deducted from the applicable
               amounts paid by Licensee to SSII in respect of such period. In
               the event that the Uptime is less than 98% during the course of
               any three month period during the Term, Licensee shall be
               entitled to a credit payment equal to 20 per cent (20%) of the
               amounts -payable by Licensee to SSII during such three month
               period. For the purposes of this section, the term "Uptime" means
               the percentage of time, as determined by SSII, that the Web Sites
               are available to users of the Web Site(s) during a specified
               period of time, excluding any service downtime as a result of
               routine maintenance by SSII or in anyway associated with
               transaction processing services related to the Web Sites.

     3.   MISCELLANEOUS.

          (a)  Assignment - SSII shall have the right to assign the License
               Agreement to an affiliate of World Gaming plc.

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          (b)  Arbitration - Any controversy or claim arising out of or relating
               to the License Agreement, as amended herein, or breach thereof,
               shall be settled by binding arbitration administered by the
               International Center for Dispute Resolution, Dublin, Ireland
               under its International Arbitration Rules and judgement on the
               award rendered by the single arbitrator shall be final and may be
               entered in any court of competent jurisdiction. The arbitration
               shall be held in St. John's, Antigua. As soon as an arbitrator
               has been selected, the arbitration hearing shall be held within
               90 days and an award issued within 30 days thereafter. The
               Arbitrator shall have discretion to allocate in his award the
               costs of the arbitration, including but not limited to,
               arbitrator's fees, and respective attorney's fees and costs
               (including expert witness fees).

          (c)  Governing Law - This Amending Agreement shall be interpreted and
               construed in accordance with the laws of Antigua and Barbuda.

          (d)  Entire Agreement - The License Agreement, as amended hereby,
               including Schedule A attached hereto, is hereby confirmed and
               remains in full force and effect as the entire agreement between
               the parties in respect of the subject matter hereof, and the
               License Agreement as renewed and amended hereby supersedes all
               previous agreements, arrangements or understandings between the
               parties whether written or oral in connection with or incidental
               to such subject matter. In the event that there is a discrepancy
               between the Amending Agreement and the License Agreement the
               Amending Agreement shall take precendence.

IN WITNESS WHEREOF the parties hereto have executed this renewal and amendment
through their authorized representatives as of the Effective Date.

INTERNET EMPIRE ENTERTAINMENT LTD.      STARNET SYSTEMS INTERNATIONAL INC.
Name: Craig Levett                      Name: A. Daniel Moran
Title: COO/CFO                          Title: CEO

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                                   SCHEDULE A

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

     (a)  For amounts paid [*]or more calendar days after receipt by Licensee of
          an invoice from SSII in respect of fees payable pursuant to Section
          1.7.2 of the License Agreement:

THE LICENSEE'S NET MONTHLY REVENUE (U.S. DOLLARS)         FEE PAYABLE
-------------------------------------------------         -----------
[*]

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:

[*]

     (b)  For amounts paid within [*] calendar days after receipt by Licensee of
          any invoice from SSII in respect of fees payable pursuant to Section
          1.7.2 of the License Agreement:

THE LICENSEE'S NET MONTHLY REVENUE (U.S. DOLLARS)         FEE PAYABLE
-------------------------------------------------         -----------
[*]


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


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