EXHIBIT 4.24


                           SOFTWARE LICENSE AGREEMENT


THIS AGREEMENT is entered into this 19 day of March 1998.


BETWEEN:

         INTERNET OPPORTUNITY ANTIGUA with offices in Antigua, West Indies

         (the "Licensee")

AND

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

         ("Softec")

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;


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, flow charts, logic
                  diagrams, manuals, and listing made generally available by
                  Softec for use in connection with the licensed programs. The
                  Licensed Software shall consist of a Casino located at a
                  single URL. with a maximum of two themes: an adult theme
                  (where a license is available), and a non-adult theme. The
                  Casino shall have various games of chance which includes, but
                  is not limited to, blackjack, roulette, pai gow poker, video
                  poker and slot machine and other games as added from time to
                  time. based on a theme chosen by the Licensee, a sportsbook
                  web site within the gaming site, an HTML version of the
                  sportsbook, and a lottery ticket distribution web site.

         1.1.2    "Net Monthly Revenue" shall mean, for any given calendar
                  month, in the "real money" casino and sportsbook. the total
                  amount wagered, less winnings, 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,
                  LESS. any merchant fee for credit card processing, LESS. any
                  invoiced costs associated with the additional fees
                  contemplated herein.

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


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         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 expiry dates or information
                  on other types of payments. amounts wagered and frequency of
                  wage ring.

         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, whether or
                  not the underlying details are in the public domain,
                  including, without limitation, all financial business and
                  personal data relating to clients, any nonpublic 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.

1.2      RIGHT TO AUDIT

         1.2.1    The Licensee shall have the right, without prior notice to
                  Softec to inspect and audit all Softec's business, accounting
                  and


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                  supporting records which are necessary for purposes of
                  determining Softec's compliance with the terms of this
                  agreement. Softec 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. 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 one 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 an understatement for any period is determined by such
                  inspection or audit to be 3% 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 Softec receives notice of an impending
                  audit.

1.3      INDEMNIFICATION

         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 for
                  loss of profits or savings, in connection with this Agreement.
                  the services or the Equipment 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


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                  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 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    Softec shall indemnify and save harmless the Licensee and its
                  members, shareholders, directors, officers, employees, agents,
                  contractors, representatives, parent company. or subsidiaries
                  (together, the "Licensee's 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
                  Licensee's Indemnified Parties in connection with Softec's
                  activities under this Agreement. including claims brought by a
                  person using or relying upon any advice given in written form
                  or publication produced and distributed by Softec.

         1.3.4    Notwithstanding anything in this Section 1.3, if Softec is
                  found guilty of fraud in executing its' obligations under this
                  contract, the Licensee shall not be 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 equipment failure, supplier failures, or acts of god, the
                  services


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                  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 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.

         1.4.2    The Licensee acknowledges that Softec's ability to perform its
                  obligations under this Agreement are subject to government
                  licensing in 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.

         1.4.3    Softec shall facilitate the services contemplated in this
                  Agreement via whichever Internet Protocol address the Licensee
                  provides from time to time. The Licensee may. upon written
                  notice, request that the Internet Protocol address be changed,
                  and Softec shall make the required change within a reasonable
                  amount of time.

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 Softec. Consent shall not be unreasonably withheld.

         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.

         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


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                  describes and/or comprises the Licensed Software remains the
                  sole property of Softec;

         1.5.4    Neither Softec nor the Licensee shall 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 Softec's standard sportsbook
                  facilities.

         1.5.6    The Licensee acknowledges that this is a nonexclusive
                  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,

         1.5.1    Softec shall register a general security agreement in order to
                  secure payment in the event the Licensee should become unable
                  or unwilling to pay for any legitimately invoiced amounts, or
                  to pay for any other breaches of this Agreement

1.6      TERM AND TERMINATION

         1.6.1    This Agreement shall commence and be deemed effective on the
                  date when executed by an authorized representative of Softec
                  (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 eight months prior to the end of any
                  one year term provided, however, Softec shall not give notice
                  of termination in the first year of this contract.

         1.6.3    Softec 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 Softec. The


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                  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 5% of the
                  previous month's fees.

         1.6.4    Softec 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 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 this agreement for more than 30 days. Softec shall he
                  allowed to cure the breach during the notice period, thus
                  pre-enipting the Licensee's ability to terminate this
                  Agreement in accordance with this section.

         1.6.7    Softec may terminate this Agreement at any time upon five days
                  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. 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 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.

         1.6.9    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.


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         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 Softec a one time fee of $100,000
                  U.S. for the development of the graphical front end of the
                  gaining site and all set-up costs. This payment is to be
                  delivered, care of, Peter Jensen of Devlin Jensen, Barristers
                  & Solicitors. Mr. Jensen shall release the fee to Softec in
                  accordance with the following schedule:

                        o  For release on the Effective Date:   $50,000.00

                        o  Upon delivery of fully functional
                           product as determined by the
                           Licensee:                            $50,000.00

         1.72     The Licensee shall pay to Softec a monthly fee based on
                  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 is notified by Softec that
                  the system is operational.

         1.7.3    Notwithstanding any amount due and owing in accordance with
                  Schedule A of this agreement, [*].

         1.7.4    All monthly payments shall be delivered to Softec no later
                  than 5 business days after receipt of an invoice. The invoice
                  contemplated herein shall be deemed to be received when
                  emailed or faxed, or within ten days of posting. whichever is
                  earlier.



* 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      CONFIDENTIALITY

         1.8.1    The Licensee shall not disclose, publish, or disseminate
                  confidential Information to anyone other than those of its
                  employees 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.

         1.8.2    Softec shall not disclose, publish, or disseminate Customer
                  Information to anyone other than those of its employees with a
                  need to know, and Softec 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
                  whether created by Softec or the Licensee, remains the
                  property of Softec 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
                  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 use 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.


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         1.8.5    The Licensee shall not disclose the contents of this Agreement
                  to any third party who ii 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 Softec and its
                  parent company. Starnet Communications International Inc.

2.       OBLIGATIONS OF THE LICENSOR

2.1      HARDWARE

         2.1.1    Softec shall supply the Hardware as defined in this 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 promptly 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. 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 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.


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         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

         2.21     Softec shall install the Licensed Software on the Hardware.

         2.2.2    Softec shall allow all of the Licensee's customers Internet
                  access to the Licensed Software at no additional cost to the
                  Licensee or its customers.

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

         2.2.4    Softec shall supply to the Licensee a single Master CD
                  containing the Downloadable Software.

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

         2.2.6    Softec 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 the Licensee at market rates, plus a one time
                  $100.00


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                  U.S. administration fee. Softec retains the right to refuse to
                  make the requested 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 does not require changes to the graphical interface, at
                  no charge to the Licensee.

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

         2.2.12   Notwithstanding anything in this contract, the Licensee may
                  operate as many casinos on as many separate URL's as the
                  Licensee wants, with no additional licensing fee to be paid.
                  All graphics and other work for any additional casino is to be
                  done by the Licensee. Work done by Softec to create additional
                  casinos will be billed at market rates and on a time frame to
                  be agreed upon at the time.

         2.2.13   Softec 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.

2.3      FINANCIAL TRANSACTIONS

         2.3.1    Softec shall provide a complete 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, and also via other standard money
                  transfer mechanisms such as wire transfer, cheque, Western
                  Union and money order. 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.


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         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    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 hour technical support for the
                  Licensee's customers.

         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.

         2.4.4    Technical support offered via the telephone shall be in
                  English language only.

         2.4.5    Technical support offered via the Internet shall be in all
                  languages in which the Licensed Software is available.

2.5      ACCOUNTING

         2.5.1    Softec shall maintain records of all transactions and wagers
                  placed utilizing the Licensed Software,

         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


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                  accounting information provided to the Licensee for the
                  purpose of calculating Net Revenue.

         2.5.3    Softec shall 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 appropriate 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 is not disclosed.

         2.5.6    Softec shall archive amid maintain the accounting information
                  for a period of 2 fiscal years.

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


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

         2.6.5    Softec 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 Softec utilize the Customer Information
                  for the purpose of marketing, whether or not it is for gaming
                  or other purposes.

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

         2.6.7    Softec, in its discretion, may destroy any portion of the
                  Customer Information that Softec deems to be no longer
                  relevant and is greater than two years old.

         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 Softec in
                  its sole discretion.

         2.7.2    Softec shall determine the odds for the casino, the Licensee
                  shall determine the odds for the sportsbook and the HTML
                  sportsbook. from time to time.

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


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         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.

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.

         3.1.2    Softec shall supply to the Licensee upon the signing of this
                  Agreement, all material information required by the Antigun
                  Free Trade Zone in order for the Licensee to be issued a
                  license for an Internet Casino and for an Internet Sportsbook.

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").

3.3      MARKETING

         3.3.1    The Licensee shall be responsible for all marketing of the
                  services offered through the Licensed Software.


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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.

3.4      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, as well as any logo imprinted on the compact disk,
                  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 responsible for determining which
                  jurisdictions they choose to market to and receive wagers
                  from.

         3.5.2    The Licensee shall be responsible for determining the legality
                  of accepting wagers in whichever jurisdictions they choose to
                  market 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.


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3.6      THE WEB SITE

         3.6.1    Softec 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").

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

         3.6.3    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 add as many URL's that
                  are dedicated solely to the promotion of the Licensee's gaming
                  site as the Licensee deems necessary.

         3.6.5    The Licensee shall have the right to make any changes to the
                  Web Sites the Licensee feels appropriate. All changes shall be
                  effected by Softec and charged to the Licensee at market
                  rates.

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

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

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 personally within twenty-four hours
         thereafter,


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         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:
                                    Internet Opportunity 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 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 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 Softec 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 of British Columbia
         then in effect; provided, however, should any dispute arise under this


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         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 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.

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 the
         agreement or the Schedules.

4.7      TIME TO BE OF THE ESSENCE

         Time is of the essence of this agreement

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.


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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, and the Licensee may not
         assign or transfer any of its rights or obligations under this
         agreement without the prior written consent or Softec. Consent shall
         not be unreasonably withheld.

4.11     BENEFIT

         This agreement shall enure to the benefit of and be binding upon the
         Licensee, and Softec, their successors and assigns. The Licensee and
         Softec may delegate the performance of any of their 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.

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.


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4.14     CUMULATIVE RIGHTS

         All rights and remedies of the parties 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 of
         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.


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4.19     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.


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

Softec Systems Caribbean Inc.

Per:     __________________

Name:    __________________

Title:   __________________



The Licensee: ____________________


Per:     __________________

Name:    __________________

Title:   __________________





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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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