EXHIBIT 4.25


                           SOFTWARE LICENSE AGREEMENT


THIS AGREEMENT is entered into this 10th day of May 1999.

BY AND BETWEEN:

         REAL ENTERTAINMENT LTD., with registered office in St. John's Antigua,
         West Indies

         (the "Licensee")

AND

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

         ("Softec" and/or the "Licensor")

         (hereinafter, referred to singly as a "Party" and collectively, as the
         ("Parties"),

WHEREAS,

A.       Softec owns rights to Internet casino software (the "Software");

B.       Softec wishes to license the Software to other companies;

C.       Softec wishes to provide a complete computer hardware and software
         package that the Licensee may use to operate an Internet gaming site;

D.       The Licensee wishes to license the software and make use of Softec's
         computer hardware in order to operate an Internet gaming site; and

E.       Starnet Communications International, Inc. ("SCII"), a Delaware Company
         trading on the United States NASDAQ bulletin board under The symbol
         "SNMM", is the controlling shareholder of Softec,


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

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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 Softec for use in connection with the licensed programs.
                  The Licensed Software shall consist of JAVA casino games,
                  downloadable casino games and not more than 2 CD ROM based
                  casinos, one which may consist of an adult theme (where a
                  license is available), and one with a non-adult theme
                  (collective, 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
                  these 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. It is understood that the
                  website theme and design and the Uniform Resource Locator
                  (URL) used by Licensee will remain the property of the
                  Licensee.

         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 for the Casino or additional fees for the Casino that
                  may be charged by the Licensee that are not related to
                  currency conversion or transaction processing.  Net
                  Monthly Revenue will not include any income derived from
                  any part of the website that does not specially use the
                  Licensed Software or systems provided by Softec.

         1.1.3    "Hardware" shall mean all the necessary computers,
                  routers, cabling, monitors, hard drives, back-up systems,
                  and other

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                  equipment, as determined by Softec in its absolute
                  discretion, located at its offices in St. John's Antigua,
                  or other locations designated by Softec as may be required
                  in order to properly store, distribute and run the
                  Licensed Software.

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

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

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

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

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

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1.2      RIGHT TO AUDIT

         1.2.1    The Licensee shall, within reason, have the right, without
                  prior notice to Softec to inspect and audit all Softec's
                  business , accounting and supporting records which are
                  necessary for purposes of determining Softec's compliance with
                  the terms of Agreement. Softec shall fully co-operate with the
                  Licensee and any independent chartered accountants or
                  certified public accountants hired by the Licensee to conduct
                  any such inspection or audit. If any such inspection or audit
                  discloses an under statement of less than 3% for any period,
                  Softec shall pay, within ten days after receipt of the
                  inspection or audit report, the sums due on account of such
                  understatement with interest calculated at U.S. prime plus two
                  percent. Further, if such inspection or audit is made
                  necessary by failure of Softec to furnish invoice reports or
                  any other documentation as herein required, or if any
                  understatement for any period is determined by such inspection
                  or audit to be #% or greater, Softec shall, on demand and in
                  any event within the said ten days, in addition to paying the
                  sums due on account of such understatement, also reimburse for
                  the cost of such inspection or audit, including without
                  limitation, the charges of any independent chartered
                  accountants or certified public accountants retained by the
                  Licensee in connection with such audit or inspection and the
                  reasonable travel expenses, room, board and compensation of
                  employees of the Licensee.

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

1.3      INDEMNIFICATIONS

         1.3.1    The Licensee acknowledges and agrees that neither Softec nor
                  any of its members, shareholders, directors, officers,
                  employees or representatives will be liable to the Licensee or
                  any of the Licensee's customers for any special, indirect,
                  consequential, punitive or exemplary damages, or damages

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                  for loss of profits or savings, in connection with this
                  Agreement, the services or the Hardware or any other
                  information, material or services provided by Softec to the
                  Licensee under this Agreement. If, despite the foregoing
                  limitations, Softec or any of its shareholders, directors,
                  officers, employees or representatives should become liable to
                  the Licensee or any other person (a "Claimant") in connection
                  with this Agreement, then the maximum aggregate liability of
                  Softec, its members, shareholders, directors, officers,
                  employees and representatives for all such things and to all
                  such parties will be limited to the lesser of the actual
                  amount of loss or damage suffered by the Claimant or the
                  amount of the Licensee's fees payable by the Licensee to
                  Softec for the six months prior to the loss.

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

         1.3.3    Notwithstanding anything in this Section 1.3, if Softec is
                  found guilty of fraud or gross negligence in executing its
                  obligations under this Agreement, the Licensee shall not be
                  responsible for any indemnification of the Indemnified Parties
                  to the extend that the fraud or gross negligence 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 such as delay in
                  hardware delivery or loss of Internet connection, or act of

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                  God, the services provided under this contract by Softec can
                  be temporarily disrupted. The Licensee acknowledges and agrees
                  that neither Softec nor any of its members, shareholders,
                  directors, officers, employees or representatives will be
                  liable to the Licensee or any of the punitive or exemplary
                  damages, or damages for loss of profits or savings, in
                  connection with these temporary disruptions. For the purpose
                  of this section, if the services provided under this Contract
                  by Softec are temporarily disrupted for a period of three
                  consecutive days or more, the minimum monthly fees as
                  calculated in section 1.7.3 shall be reduced on a pro rata
                  basis.

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

1.5      CONDITIONS OF THE LICENSE

         This license is granted under the following conditions:

         The Licensee acknowledges that its rights in and to the Licensed
         Software may not be assigned, licensed or otherwise transferred by
         operation of law without the prior written consent of Softec, which
         consent will not be unreasonably withheld. The Licensee reserves The
         right to form marketing partnerships with third parties Whereby
         partners of the Licensee may utilize the Licensed Software To further
         enhance the customer base and profitability of the Licensee's Casino.
         The partners that the Licensee enters into relationships with shall not
         have any right whatsoever in the database created by that relationship.
         Violation of this section is grounds for immediate termination of this
         Agreement.

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

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

         1.5.4    No Party shall be held responsible for failure of performance
                  of Agreement due to causes beyond its control, including, but
                  not limited to, work stoppages, fires, civil disobedience,
                  riots, rebellions, acts of God, and similar occurrences.

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

         1.5.6    The Licensee acknowledges that this is a non-exclusive
                  agreement and that Softec will license the Licensed
                  Software to as many other parties as are willing to enter
                  into a licensing agreement with Softec.  Softec agrees not
                  to duplicate the theme and any exclusive features of the
                  Licensee's CD-ROM based casinos during the term of this
                  Agreement, for any other licensee other than the sole use
                  of the Licensee.

         1.5.7    If Licensee is using its own credit card merchant number and
                  banking facility then the Licensee shall supply to Softec and
                  irrevocable letter of credit in the amount of $100,000 U.S. or
                  the Licensee may deposit US$ 100,000 into an appropriate
                  interest-bearing escrow facility held with a mutually agreed
                  upon third party bank. An appropriate amount of these funds
                  shall be released to Softec in the event the Licensee should
                  become unable or unwilling to pay for any legitimately
                  invoiced amounts. This amount shall be released not before the
                  invoice payment due is 30 days in arrears. This security shall
                  only be used to remedy non-payment of legitimate invoices, and
                  cannot be applied by Softec to any other alleged breaches of
                  this Agreement. This section shall only become effective upon
                  the Licensee

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                  achieving in any one month Net Monthly Revenue of $1,000,000
                  or greater.

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

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

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

         1.5.11   The Licensee shall not accept wagers from persons residing in
                  Canada and shall implement all measures stipulated by Softec
                  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    Softec may terminate this Agreement by giving written notice
                  to the Licensee at least six months prior to the end of any

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

         1.6.3    Softec may terminate this Agreement at any time upon fifteen
                  days written notice if the Licensee is more than 30 days in
                  arrears in paying any material monthly fees due and owing to
                  Softec. The Licensee shall be allowed to cure the breach
                  during the notice period, thus pre-empting Softec's ability to
                  terminate this Agreement in accordance with this section. The
                  arrears contemplated in this section must be of a material
                  amount for this section to be used by Softec. For the purposes
                  of this section, material shall mean anything greater than 7%
                  of the previous month's fees.

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

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

         1.6.6    The Licensee may, inter alia, terminate this Agreement at
                  any time upon five days notice if Softec is materially in
                  breach of Agreement for more than 30 days.  A material
                  breach may include, among other things, Softec's failure
                  to pay Licensee any portion of monthly revenue amounts as
                  described in 1.7.5.  Softec shall be allowed to cure the
                  breach during the notice period, thus pre-empting the
                  Licensee's ability to terminate this Agreement in
                  accordance with this section.

         1.6.7    The Licensee may inter alia, terminate this Agreement at any
                  time upon ten days notice if Softec is unable or unwilling to
                  deliver the Licensed software as agreed in Section 2.2.15.

         1.6.8    Softec may terminate this Agreement at any time upon fifteen
                  days written notice if Softec, or any of its principals,
                  officers or Directors becomes the subject of third party civil
                  or criminal litigation as a result of the Licensee's
                  operations under this Agreement provided that the Parties'
                  respective

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                  liabilities upon termination shall be determined in accordance
                  with Section 1.3, and neither Party shall be held liable for
                  the fault, fraud or gross negligence of the other. The
                  litigation contemplated herein must be material, and found to
                  be of a serious nature by independent legal counsel mutually
                  selected by and acceptable to both parties.

         1.6.9    Upon termination of this Agreement, the Licensee shall
                  immediately return to Softec any and all of Softec's materials
                  which Softec has a proprietary right in that are in the
                  Licensee's possession and/or in the possession of the
                  Licensee's agents, servants and employees.

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

         1.6.11   Upon termination of this Agreement for any reason, any
                  security give 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.

         1.6.12   Upon termination of this Agreement under sections 1.6.4 or
                  1.6.5, Softec will refund to Licensee all fees paid under
                  section 1.7.1, in addition to any other remedies allowed under
                  this contract.

1.7      REMUNERATION

         1.7.1    Subject to the performance by Softec of its obligations
                  hereunder, the Licensee shall pay to Softec a one-time fee of
                  $100,000 U.s. for the development of the graphical front end
                  of the gaming site and all set-up costs. This payment shall be
                  paid in accordance with the following schedule:

                  o        $25,000 upon signing this Agreement

                  o        $7,500 per month for ten consecutive months, with the
                           first payment being due and payable thirty days
                           after the wager of the Casino or sports book's 5th
                           unique "play for real" customer is accepted using the
                           Licensed Software.

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

         1.7.3    Notwithstanding any amount due and owing in accordance with
                  Schedule A of this Agreement, the Licensee shall pay to Softec
                  [*]. This [*] fee will be [*]. The [*] fee shall be calculated
                  [*].

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

         1.7.5    If Softec handles credit card processing and banking for the
                  Licensee Softec will keep fees it is owed by Licensee and then
                  will transfer remaining funds to Licensee in accordance with
                  the attached schedules.

1.8      CONFIDENTIALITY

         1.8.1    The Licensee shall not disclose, publish, or disseminate
                  Confidential Information to anyone other than those of its
                  employees, affiliates 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 Softec in each
                  instance.



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

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

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

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

         1.8.5    Neither Softec nor the Licensee shall disclose the contents of
                  this Agreement to any third party who is not bound to maintain
                  confidentiality between the parties. The Licensee acknowledges
                  that disclosure of the terms of Agreement to third parties
                  would cause considerable damage to the Licensee and / or
                  Softec and its parent company, Starnet Communications
                  International Inc.

         1.8.6    Softec agrees to cooperate with Licensee for any reasonable
                  disclosure requirements of any capital raising activity
                  conducted for the benefit of Licensee.

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         1.8.7    Licensor and SCII agree to keep the existence of this
                  Agreement confidential and not to make any public announcement
                  in relation to, or public comment on, this agreement unless
                  such public announcement or comment has been mutually agreed.

         1.8.8    Licensor and SCII agree to keep all business dealings with the
                  Licensee(as a company and as individuals) confidential, and
                  agree not to disclose the business relationship between the
                  parties to any third person. Licensor understands that any
                  disclosure of this confidential information will cause
                  irreparable harm to the Licensee. Confidential information
                  shall include but is not limited to the Licensee's company
                  name, the names and contact addresses of the shareholders and
                  management of Licensee, and the fact that Licensee entered
                  into an agreement with Licensor.

         1.8.9    The Licensor is given permission to place the Licensee's URL
                  in any promotion or publicity venue which does not, in any
                  way, hard the image or reputation of the Licensee and/or the
                  URL.

2.       OBLIGATIONS OF THE LICENSOR

2.1      HARDWARE

         2.1.1    Softec shall supply the Hardware as defined in Agreement.

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

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

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

         2.1.5    Softec shall supply an appropriate connection to the
                  Internet with sufficient bandwidth to properly operate the
                  Licensed

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

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

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

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

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

2.2      THE LICENSED SOFTWARE

         2.2.1    Softec shall install the Licensed software on the Hardware.
                  The Licensee shall have an acceptance period of thirty (30)
                  days from the date of complete Licensed Software installation.
                  In any event, the Licensee accepts the wager of the Casino's
                  or sportsbook's 5th unique "play for real" customer.

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

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

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         2.2.4    Softec shall supply to the Licensee two identical master CD
                  copies containing the Downloadable Software. Softec shall
                  deliver the two casino these described in Section 1.1.1 of the
                  Downloadable Software either combined in one Master CD or
                  separately in two distinct Master CD's, at the sole Option of
                  the Licensee.

         2.2.5    Softec may from time to time, at its discretion, create
                  additional games, or improvements which can be added to
                  the Licensed Software.  If additional games and/or
                  improvements become available, the Licensee may request
                  and the Licensor will have the additional games and/or
                  improvements added to the Licensed Software and delivered
                  to the Licensee in Master CD, Downloadable and Java
                  formats at no additional licensing cost to the Licensee.

         2.2.6    Softec may from time to time, at is 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 have the additional languages
                  added to the Licensed Software at no cost to the Licensee.

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

         2.2.8    Notwithstanding anything stated in this section 2.2, any
                  changes made to the Master CD at the Licensee's request will
                  be billed to the Licensee at market rates, plus a $100.00 U.S.
                  administration fee. Softec retains the right to refuse to make
                  the requested changes. In such case, Licensee may make the
                  changes themselves and/or obtain the services of a third party
                  to make the changes.

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

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

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

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

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

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

         2.2.15   Softec shall provide to the Licensee "Partner" tracking
                  software, and a report generator that allows the Licensee to
                  create accounting reports based on activity within the Casino
                  and Sportsbook.

         2.2.16   Softec shall deliver the web site, Java games, sportsbook and
                  the Downloadable casino software within 120 days of the
                  signing of this Agreement. Softec will deliver the Master CD
                  containing the Licensed software within 180 days of the
                  signing of this Agreement. The delivery date is subject to the
                  Licensee agreeing to designs and themes on a timely basis.

         2.2.17   Softec shall provide the Licensee all information and/or
                  knowledge, relevant and sufficient to the operation of an
                  Internet Gaming Site. This may include, but not limited to,
                  use of Partner Tracking Software, use of accounting software,
                  process for uploading changes / additions to our website to
                  Softec servers, introduction to the operation of the
                  sportsbook, casino and lottery, introduction to both the

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                  front-end and back-end technical and functional features of
                  the Licensed Software.

2.3      FINANCIAL TRANSACTIONS

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

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

         2.3.3    If Softec is not processing the Licensee's credit cards
                  transactions, 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

         2.4.1    Softec shall supply 24 hours a day/7 days a week technical
                  support for the Licensee's customers and for the Licensee.

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

         2.4.3    Softec shall determine the number of people acting as
                  technical support and the number of incoming telephone lines
                  for technical support in its absolute discretion. Softec
                  agrees to provide adequate technical support representatives
                  to meet call back center industry average response times.

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                                  Page 17 of 33
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         2.4.4    Technical support offered via the telephone shall be in
                  English language only. Softec retains the right to offer
                  technical support via the telephone in additional languages as
                  it sees appropriate. This service shall be made available to
                  Licensee at no additional cost.

         2.4.5    Technical support offered via the Internet shall be in all
                  languages in which the Licensed Software is available,
                  including Japanese and Cantonese.

2.5      ACCOUNTING

         2.5.1    Softec shall maintain records of all transactions and wagers
                  placed utilizing the Licensed Software. Licensee shall have
                  access to such records at any given time.

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

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

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

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

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                                  Page 18 of 33
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         2.5.6    Softec shall archive and maintain the accounting information
                  for a period of 2 fiscal years.

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

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

2.6      CUSTOMER DATA

         2.6.1    Softec shall maintain a database containing the Customer
                  Information.

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

         2.6.3    Softec and its related parties will treat this "customer
                  information" as confidential information and will not disclose
                  this information to any third party for any reason whatsoever.

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

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

         2.6.6    Softec shall have the right to utilize the Customer
                  Information only for statistical purposes, and then only if
                  This statistical information is to be shared with Licensee.
                  Under no circumstances shall Softec utilize the Customer
                  Information in the marketing of any gaming site being Operated
                  by a subsidiary of Starnet Communications International Inc.,
                  Softec's parent company.

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                                  Page 19 of 33
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         2.6.7    Softec shall archive and maintain the Customer Information
                  for a period of two years.

         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 form time to time by Softec in
                  its sole discretion.

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

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

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

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

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

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

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                                  Page 20 of 33
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         2.7.8    Softec will provide an American and European sports odds feed
                  (such as Don Best) for use by Licensee.

3.       OBLIGATIONS OF THE LICENSEE

3.1      LICENSES

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

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

3.2      MERCHANT NUMBERS

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

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

3.3      MARKETING

         3.3.1    The Licensee shall be responsible for all marketing of the
                  services offered through the Licensed Software. Softec shall
                  offer ongoing consultancy services relating to the marketing
                  of the Licensee's site.

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                                  Page 21 of 33
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         3.3.2    The Licensee shall spend on a monthly basis, a minimum of 15%
                  of the previous month's Net Revenue on marketing and promoting
                  the Licensee's gaming site.

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

         3.3.4    The licensee shall be responsible for all aspects of customer
                  service except technical support. Customer service may
                  include, but is not limited to dealing with customer
                  complaints and paying out winnings. While Licensee is using
                  Softec's merchant number and banking facility, Softec shall be
                  responsible for paying out winnings.

3.4      DISTRIBUTION OF SOFTWARE

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

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

         3.4.3    The Licensee shall ensure that the packaging for the Licensed
                  software, the entry web page for the Casino and sportsbook, as
                  well on any compact discs containing the Licensed software,
                  shall display all proprietary rights symbols such as Copyright
                  and Trademark, as supplied by Softec (the "Symbols"). The
                  symbols shall be of the exact same size and font as supplied
                  by Softec.

3.5      REGULATORY ISSUES

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

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                                  Page 22 of 33
<PAGE>

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

3.6      THE WEB SITE

         3.6.1    Softec will construct the Licensee's initial web site
                  according to a mutually agreed theme, design, content, layout,
                  interface, quality and color scheme; thereafter, the Licensee
                  shall construct and maintain the initial web site and
                  additional web sites. These web sites (the "Web Sites") will
                  give the Licensees customers access to the downloadable
                  Software.

         3.6.2    The Licensee shall pay for any and all URL's that the Licensee
                  deems necessary to properly market the Licensed Software.

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

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

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

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                                  Page 23 of 33
<PAGE>

                  additional web sites shall be charged to the Licensee at
                  market rates.

         3.6.6    After the first web site is created by Softec, Softec 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 Softec.  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, Softec 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 may utilize the Softec `intermercial' provided
                  and designed by Softec, and display the Softec Seal of
                  Approval icon on the website's homepage.

4.       REPRESENTATIONS AND WARRANTIES

         Each of the Parties hereto hereby represents and warrants until Each
         other as follows:

         4.1      It has full power, authority and legal right to incur the
                  obligations provided for in the Agreement, to execute and
                  deliver this Agreement, to perform and observe the terms and
                  provisions hereof and has the corporate power and authority,
                  and the requisite licenses to own its properties as now owned
                  and operated.

         4.2      This Agreement constitutes the legal, valid and binding
                  obligation of such Party, enforceable against it in accordance
                  with the terms hereof.

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                                  Page 24 of 33
<PAGE>

         4.3      The execution, delivery and performance of this Agreement have
                  been duly authorized by all necessary action, corporate or
                  otherwise, on the part of such Party.

         4.4      The execution, delivery and performance of this Agreement will
                  not violate or exceed the power of such Party, or contravene
                  (i) any provision of any applicable law, regulation, decree or
                  order to which such Party is subject; (ii) any provision of
                  the memorandum and articles of association, charter or
                  constitutive documents of such Party; or (iii) any provision
                  of any contract or agreement to which such Party is a party,
                  or under which it or its assets is found.

         4.5      All authorizations, consents, permits, approvals and licenses
                  required for the execution, delivery and performance of this
                  Agreement have been or will be duly obtained or granted and
                  are or will be in full force and effect.

         4.6      Any material breach of the Representations and Warranties
                  shall be considered a breach of this Agreement entitling the
                  aggrieved party to whatever remedies provided under this
                  contract.

5.       STANDARD CLAUSES

5.1      NOTICES

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

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

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

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                                  Page 25 of 33
<PAGE>

5.2      ENTIRE AGREEMENT AND SCHEDULES

         The parties agree that Agreement and its Schedule, if any, constitute
         the complete and exclusive statement of the terms and conditions
         between the Licensee and Softec covering the performance hereof and
         cannot be altered, amended or modified except in writing executed by an
         authorized representative of each party. The Licensee further agrees
         that any terms and conditions of any purchase order or other instrument
         issued by the Licensee in connection with Agreement which are in
         addition or inconsistent with the terms and conditions of Agreement
         shall not be binding on Softec and/or on the Licensee and shall not
         apply to Agreement.

5.3      GOVERNING LAW AND ARBITRATION

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

5.4      GOOD FAITH

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

5.5      PARTIES TO ACT REASONABLY

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

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                                  Page 26 of 33
<PAGE>

5.6      GOVERNING LAW

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

5.7      TIME TO BE OF THE ESSENCE

         Time is of the essence.

5.8      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.

5.9      CAPTIONS

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

4.10     NON-ASSIGNABILITY

         This Agreement is personal to the Licensee, except as provided in
         Section 5.11. Neither party may assign or transfer any rights or
         obligations under this Agreement without the prior written consent of
         the other party. Each party agrees not to unreasonably Withhold such
         consent.

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                                  Page 27 of 33
<PAGE>

5.11     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.

5.12     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 non-observance, and
         no waiver shall be inferred from or implied by any failure to exercise
         any rights by the party having those rights.

5.13     FURTHER ASSURANCES

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

5.14     CUMULATIVE RIGHTS

         All rights and remedies of Softec and the licensee 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.

5.15     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.

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                                  Page 28 of 33
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5.16     SEVERABILITY

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

5.17     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.

5.18     DOLLAR AMOUNTS

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

5.19     INTERPRETATION

         In the interpretation of this Agreement or any provision hereof, no
         Inference shall be drawn in favor of or against any party by virtue Of
         the fact that one party or its agents may have drafted this Agreement
         or such provision. Notwithstanding the above, if there Is any
         uncertainty in the interpretation of this Agreement, the uncertainty
         arising in dispute shall be settled by arbitration in accordance with
         Section 5.3 (entitled "Governing Law and Arbitration") of this
         Agreement.

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                                  Page 29 of 33
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IN WITNESS WHEREOF the parties have executed Agreement on the date first
written.


Softec Systems Caribbean Inc.

Per:  _______________________                Per:  _______________________

Name:  Christopher H. Zacharias              Name:______________________

Title:  In House Counsel                     Title: _______________________



The Licensee: _______________________


Per:  _______________________

Name:______________________

Title: _______________________




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                                  Page 30 of 33
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                                   SCHEDULE A

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


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                                  Page 31 of 33