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                                                                    Exhibit 4.6

OPERATING AGREEMENT BETWEEN TRACKDATA SYSTEMS CORPORATION (TRACKDATA) AND
STARNET COMMUNICATIONS INTERNATIONAL ("HOST").

                                R E C I T A L S:

     HOST maintains a website upon which it will locate one or more banners
promoting TRACKDATA or TRACKDATA products. A link from HOST'S website to
TRACKDATA's website will be established whereby customers of HOST may access
TRACKDATA and the services and products it offers for sale. TRACKDATA will
compensate HOST for sales of products it sells as a direct result of the
links. The parties have reached certain agreements with respect to the
foregoing which they desire to reduce to writing.

                                   AGREEMENT

     1.  HOST agrees to place a banner on its website, which will serve as a
link to the website maintained by TRACKDATA. The banner will be on the
website's page and may be used in other locations, subject to the prior
written approval of TrackData, for advertising purposes. The TRACKDATA banner
that HOST displays will contain those graphic or textual images (including a
link) that are provided by TRACKDATA.

     2.  To permit accurate tracking, reporting, and referral fee accrual,
TRACKDATA will provide HOST with special link formats between the two sites
and HOST agrees that the links between the two sites will properly utilize
the special links formats. HOST will earn referral fees with respect to
activity on the TRACKDATA site occurring directly from the special links.

     3.  TRACKDATA will process registrations and orders for TRACKDATA
products placed by customers who follow the special links from the HOST site
to the TRACKDATA site. TRACKDATA will be responsible for all aspects of the
processing of the registrations and orders and the fulfillment thereof.
TRACKDATA will track sales made as a direct result of a customer using
special links from the HOST site to the TRACKDATA site and will provide HOST
with reports summarizing sales activity. The term of this agreement shall be
for a period of two (1) year(s) commencing as of the date of this agreement
and this agreement should automatically renew for successive terms of a like
period unless either party gives written notice of termination not less than
one (4) months prior to the end of the term then in effect. This agreement
may be terminated immediately at an earlier date in the event of a breach of
the agreement by the other party. Upon the termination of this agreement,
HOST will immediately cease the use of, and remove from its site, all links
to the TRACKDATA site and all marks, logos, or other materials provided by
TRACKDATA to HOST in connection with this agreement.

     4.  TRACKDATA will pay to HOST a commission of 20% upon the sales by
TRACKDATA of products that are sold by TRACKDATA as a direct result of a
customer using special links to TRACKDATA from HOST. Sales upon which the
commission is based shall be the aggregate amount paid to TRACKDATA, but for
electronic products (but not products that are faxed or mailed), taxes,
services charges, and credit card processing fees shall be excluded.
Commissions shall be payable for products sold directly through the special
links by TRACKDATA as long as this agreement remains in effect. Commissions
shall be paid on a monthly basis, provided, however, that, if commissions for
any one month are less than One Hundred Dollars ($100.00), commissions shall
not be payable until the commissions exceed One Hundred Dollars ($100.00)
except that, in no event shall commissions accrue for more than twelve months
without being paid. When a commission is paid by TRACKDATA to HOST, TRACKDATA
shall provide HOST with a report reflecting the amounts spent by customers
using the special links.

     5.  HOST will not purchase TRACKDATA products for the use by HOST or its
affiliates for resale or commercial use of any kind. HOST also agrees that it
will not directly or indirectly offer any person or entity any consideration
or incentive for using links from the HOST site to the TRACKDATA site.


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     6.  Customers who purchase products from TRACKDATA through the use of
the links from the HOST site will be deemed to be customers of TRACKDATA and
all of TRACKDATA's rules, policies and operating procedures concerning
customer orders, customer service and product sales will apply to those
customers. TRACKDATA may change its policies and operating procedures at any
time, in its sole discretion.

     7.  HOST will be solely responsible for the development, operation and
maintenance of its site and all materials that appear thereon. Without
limitation, these responsibilities include the technical operation of the
site and all related equipment; the creation and posting of product
descriptions on the site and the linking of those descriptions; the accuracy
and appropriateness of materials posted on the HOST site; and assurance that
materials posted on the HOST site do not violate or infringe upon the rights
of any third party. TRACKDATA disclaims all liability for such matters and
HOST agrees to indemnify and hold TRACKDATA harmless from all claims, damages
and expenses relating to the development, operation, maintenance and contents
of its site.

     8.  TRACKDATA grants to HOST a non-exclusive, non-transferable and
revocable right to (a) access the TRACKDATA site through the links solely in
accordance with the terms of this agreement, and (b) use the TRACKDATA
trademark and logo and identifying materials relating to TRACKDATA for the
purpose of linking HOST'S site to the TRACKDATA site where HOST users can
purchase its products.

     9.  HOST grants to TRACKDATA a non-exclusive license to utilize its
name, marks, logos and identifying material to advertise, market, promote and
publicize its rights hereunder.

     10.  TRACKDATA makes no representation that the operation of its site
will be uninterrupted or error-free and it will not be liable for the
consequences of any interruptions or errors.

     11.  TRACKDATA and HOST are independent contractors and nothing in this
agreement shall create any other type of relationship between the parties.

     12.  Except as may otherwise be provided in this agreement, TRACKDATA
and HOST agree that all information obtained by the other shall remain
strictly confidential and secret and shall not be utilized, directly or
indirectly, by such party for its own business purposes or for any other
purpose except and solely to the extent that any such information is generally
known or available to the public through a source other than such party hereto.

     13.  HOST has independently evaluated the desirability of entering into
this agreement and is not relying on any representation, guarantee or statement
other than as set forth herein. HOST understands that TRACKDATA may, at any
time, directly or indirectly, solicit customer referrals on terms that may
differ from those contained in this agreement or operate websites that are
similar to or compete with HOST'S website.

     14.  This agreement will be governed by the laws of Antigua, West Indes.
HOST may not assign this agreement without the prior consent of TRACKDATA.
Subject to that restriction, this agreement will be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
This is the sole and complete agreement between the parties and may not be
amended, except in writing signed by both parties.

     DATED: February 18, 2000.

                                        TRACKDATA SYSTEMS CORPORATION


                                        BY:  /s/ WILLIAM J. PLIMPTON
                                           ------------------------------
                                        William J. Plimpton
                                        Executive VP, Corporate Affairs


                                        STARNET COMMUNICATIONS INTERNATIONAL


                                        BY:  /s/   [ILLEGIBLE]
                                           ------------------------------


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