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EXHIBIT 10.9

DATE: September 12, 2000


PARTIES:

1       VICTOR CHANDLER INTERNATIONAL a Gibraltar Corporation with offices at
        Chandler House, Leanse, 50 Town Range, Gibraltar ("Chandler").

2.      ENTERPRISES SOLUTIONS INCORPORATED a Nevada corporation with offices at
        140 Wood Road, Braintree, Massachusetts 02184 ("ESI").

INTRODUCTION:

A.      Chandler is involved in bookmaking outside the United States of America.

B.      Chandler wishes to develop its bookmaking businesses by providing it
        services over the Internet to:

        (1)  Persons using personal computers, televisions and WAP mobile
             telephones outside the United States.

        (2)  Persons using devices installed in places such as restaurants and
             hotels outside the United States.

C.      For Chandler to develop this business, new technology is required. Those
        placing bets will need to hold cards for use in devices and the
        transactions entered into will need to be secure.

D.      ESI develops Internet security products and owns the rights to security
        products and supporting computer hardware.

E.      ESI believes it can develop the technology necessary for Chandler to
        develop its business.

F.      Chandler and ESI wish to record an Agreement as to:

        (1)  The manner in which ESI will develop technology.
        (2)  The ability of Chandler to purchase the benefit of that technology
             for Chandler and its Associated Companies.
        (3)  Ownership and use of the technology that is produced.
        (4)  Confidentiality and protection of ESI's proprietary and trade
             secret information.

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AGREEMENT in consideration of the mutual promises herein contained and other
valuable consideration, the parties hereto agree as follows:

1.       DEFINITIONS

1. 1.    In this Agreement:

         "Affirmation" means an election by Chandler in accordance with this
         Agreement to require ESI to continue to perform all of its obligations
         arising under this Agreement and with the consequence that Chandler
         will become obliged to make a payment to ESI in accordance with clause
         8 of this Agreement.

         "Associated Companies" means any company which is a subsidiary of the
         group holding company of which Chandler is a member.

         "Background Technology" means technology which ESI intends to use in
         performance of this Agreement, which is owned or licensed to ESI with a
         right to sublicense, and which is in existence in the form of writing
         or working prototype prior to the effective date of this Agreement.

         "Chandler's Specification" is the specifications appearing in Schedule
         1 to this Agreement.

         "ISP" means Internet Service Provider.

         "OEM" means Original Equipment Manufacturer.

         "POP Devices" means a device which (1) is about the size of a cigarette
         packet, (2) can be used by the public for Internet betting or gaming
         transactions, (3) is able to be connected to televisions, personal
         computers and WAP mobile telephones, (4) is ISP dialler enabled and (5)
         is used in conjunction with a Secure One-Way Payment System.


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         "Public Access Gaming Devices" or "PAG" means a device which (1) is
         about the size of a cigarette packet, (2) can be used by the public for
         Internet betting or gaming transactions, (3) is able to be connected to
         televisions, personal computers and WAP mobile telephones, (4) is ISP
         dialler transactions enabled and (5) is used in conjunction with a
         Secure Two-Way Payment System.

         "Secure One-way Payment System" means a payment processing system
         (allowing the holder of a Sports Card, credit card or debit card to
         credit a Chandler account) for use in conjunction with high assurance
         security technology.

         "Secure Two-way Payment System" means a payment processing system
         (allowing (1) the holder of a Sports Card, credit card or debit card to
         credit a Chandler account and (2) Chandler to credit Sports Cards, and
         the accounts of holders of credit cards and debit cards) for use in
         conjunction with high assurance security technology.

         "Security Boards" means installable PCI based computer cards which
         enhance the basic security architecture of the standard PC platform
         such that Internet gaming transactions are secure and that Secure
         One-way Payment Systems and Secure Two-way Payment System operate
         effectively.

         "Sports Card" means a small personal payment card (PEP card) to be held
         by members of the public for insertion into POP and PAG Devices for the
         purposes of Internet betting or gaming transactions.

         "Sports Card Readers" means a processing device installed in POP and
         PAG Devices which reads data from Sports Cards, credit cards and debit
         cards and writes data to Sports Cards.

         "Sports Card Technology" means high assurance security technology
         developed by ESI for Chandler and includes Sports Cards, POP Devices,
         PAG Devices, Sports Card Readers, Security Boards, Secure One-way
         Payment Systems and Secure Two-way Payment Systems and all software
         necessary to enable the aforementioned to operate in a functionally
         secure manner.

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         "VPN" as used in this Agreement means Virtual Private Network.

         "WAP" means Wireless Application Protocol.

2.      TERM

2.1.    This Agreement shall commence on the date of signing of this Agreement
        and continue until each party has satisfied their respective obligations
        under the Agreement or the Agreement is terminated.

3.      MUTUAL OBLIGATIONS

3.1.    Chandler and ESI shall co-operate in the development of Sports Card
        Technology.

3.2.    Each party agrees to use reasonable efforts to refrain from taking
        action that injures the good reputation of the other party.

4.      ESI'S OBLIGATIONS

4.1.    ESI shall develop all of the Sports Card Technology required by Chandler
        for use in Internet betting or gaming transactions conducted by Chandler
        with the public.

4.2.    ESI shall develop the Sports Card Technology to Chandler's
        Specification.

4.3.    Chandler's Specification may be amended at any time by Chandler so long
        as Chandler and ESI first agree in writing how any costs resulting from
        the amendment are to be borne and how such amendments will impact on the
        deadlines contained in this Agreement.

4.4.    In the event that Chandler is required to amend Chandler's Specification
        by reason of the failure or inability of ESI to meet Chandler's
        Specification as agreed, any costs resulting from the amendment are to
        be borne by ESI and any delay will only be permitted if agreed in
        writing by Chandler and ESI.

4.5.    ESI shall develop the Sports Card Technology required by Chandler in
        three stages as follows:

        4.5.1. Stage 1

               (a)    The requirements below are to be completed by 150 days
                      from the date of execution of this Agreement, which time
                      is of the essence,

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               (b)    ESI shall develop a Secure One-way Payment System.

               (c)    ESI shall produce trial Sports Card Technology
                      (incorporating a Secure One-way Payment system) for use in
                      POP Devices distributed to users determined by Chandler.

               (d)    The trial Sports Card Technology will be supported by high
                      assurance security network appliances (including EGuard
                      Secure VPN Controllers) supplied by ESI to secure a Secure
                      One-way Payment System between POP Devices and Chandler's
                      processing facilities.

               (e)    ESI will also supply ESI produced remote console
                      administration utilities to be run on standard Windows NT
                      client platforms.

         4.5.2. Stage 2

               (a)    The requirements below are to be completed by the ten (10)
                      months from the date of execution of this Agreement, which
                      time is of the essence.

               (b)    ESI shall develop a Secure Two-way Payment System.

               (c)    ESI shall refine the Sports Card Technology (incorporating
                      the Secure Two-way Payment System) to allow Chandler OEM
                      rights to distribute and sell Sports Card Technology for
                      use in PAG Devices for the purposes of allowing the public
                      to enter into Internet betting or gaming transactions with
                      Chandler.

               (d)    ESI shall develop technology for localised interfaces to
                      banking systems selected by Chandler through an Internet
                      Service Provider to allow for the proper operation of the
                      Secure Two-way Payment System.

               (e)    ESI shall develop interfaces with established banking
                      systems that are deployed through a secure ESI network in
                      conjunction with the facilities of an Internet Service
                      Provider.

         4-5.3. Stage 3



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               (a)    The requirement below is to be completed by a time to be
                      agreed.

               (b)    ESI shall co-operate with Chandler as to the development
                      of new product lines for the mutual benefit of both
                      parties.

4.6.     ESI represents that its Security Boards and Sports Card Technology to
         be developed hereunder will meet or exceed the state-of-the-art
         technology for Internet security products and incorporates the highest
         degree of security reasonably feasible to protect against fraud and
         third-party interception and interference with the payment transaction.

4.7.     ESI agrees not to market, sell, licence, sub-licence, transfer or
         assign, or develop any competing Sports Card Technology for use in the
         Internet betting and/or gaming industry for the term of this Agreement
         and, in the event of Affirmation at the end of Stage 1, until 30 June
         2004 (irrespective of whether Chandler affirms or terminates at the end
         of Stage 2). It is not intended that this paragraph restrict ESI from
         creating, developing, acquiring, licensing, selling, or distributing
         security technologies or secure payment systems based on any ESI
         developed technologies supporting this agreement, for use in markets or
         industries other than Internet betting and gaming.

5.       CHANDLER'S OBLIGATIONS

5.1.     Chandler may only distribute the Sports Card Technology to its
         Associated Companies if the Associated Companies first execute
         confidentiality agreements. Such agreements shall be on the same terms
         as those appearing in clause 12 of this agreement.

5.2.     Chandler shall co-operate with ESI in the development of the Sports
         Card Technology in stages as follows:

         5.2.l. Stage I

               (a)    The requirement below is to be completed by 150 days after
                      the execution of this Agreement, which time is of the
                      essence.

               (b)    Chandler shall produce and establish a distribution system
                      for POP Devices.

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        5.2.2.  Stage 2

               (a)    The requirements below are to be completed by the end of
                      June 2001 which time is of the essence.

               (b)    Chandler shall co-operate with ESI in establishing
                      localized interfaces to banking systems through an
                      Internet Service Provider to allow for the proper
                      operation of the Secure Two-way Payment System.

               (c)    Chandler shall control betting and gaming profiles through
                      ESI provided Authentication Servers from Chandler's
                      central processing facilities.

        5.2.3. Stage 3

               (a)    The requirement below is to be completed by a time to be
                      agreed.

               (b)    Chandler shall co-operate with ESI as to the development
                      of new product lines for the mutual benefit of both
                      parties.

6.      WARRANTIES

6.1.    The parties warrant, each to the other, that they are able to meet all
        of  their obligations which are expressed in or implied by this
        Agreement.

7.      EARLY TERMINATION OR AFFIRMATION

7.1.    Prior to the conclusion of Stage 1:

        7.1.1.    ESI shall bear the costs, risks and liabilities it incurs as a
                  result of its obligations and efforts under this Agreement.

        7.1.2.    Chandler shall have the right to terminate this Agreement
                  without liability.

7.2.    At the conclusion of Stage 1 and Stage 2 Chandler will exercise, at ds
        sole discretion, a right to:

        7.2.1.    Require ESI to continue to perform all of its obligations
                  arising under the Agreement ("Affirmation"); or

        7.2.2.    Terminate the Agreement.

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7.3.   In the event of Affirmation at the conclusion of Stage 1, Chandler shall
       be required to make payment to ESI in accordance with this Agreement.

7.4.   In the event of Affirmation at the conclusion of Stage 2, Chandler shall
       be required to make a further payment to ESI in accordance with this
       Agreement.

7.5.   Affirmation by Chandler shall in no way affect any rights to terminate
       that Chandler may have or which may arise.


8.      PAYMENT AND DELIVERY

        8. 1.     In the event of Affirmation at the conclusion of Stage 1,
                  Chandler shall become liable to:

                  8.1.1. Make payment to ESI for the Stage 1 Sports Card
                  Technology.

                  8.1.2. Purchase from ESI a minimum of 10,000 POP Devices.

8.2. In the event of Affirmation at the conclusion of Stage 2, Chandler shall
become liable to

                  8.2.1. Make payment to ESI for the Stage 2 Sports Card
                  Technology.

                  8.2.2. Purchase from ESI a minimum of 10,000 PAG Devices.

8.3.     To satisfy its obligation under this clause to purchase POP and PAG
         Devices, Chandler will order the minimum number of Devices on
         Affirmation as follows:

               8.3.1. 2,000 POP Devices at a time on 5 occasions at regular
                      intervals in the six (6) month period following the date
                      of Affirmation of Stage 1.

               8.3.2. 2,000 POP Devices at a time on 5 occasions at regular
                      intervals in the two (2)year period following the date of
                      Affirmation of Stage 2.

8.4.     The delivery period for orders placed with ESI will be 28 days from the
         date of the order.

8.5.     Chandler shall make payment to ESI within 14 days of delivery of
         Devices to Chandler or its Associated Companies.

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8.6. All payments made by Chandler to ESI in accordance with this clause shall
be consideration for:

               8.6.1. The passing of title in POP and PAG Devices delivered by
                      ESI to Chandler.

               8.6.2. The acquisition of proprietary rights by Chandler in the
                      Sports Card Technology as provided for in clause 10 of
                      this Agreement.

(For the avoidance of doubt, payment for POP and PAG Devices shall also be
payment for Sports Card Technology.)

8.7.   The unit cost of POP and PAG Devices will be a fair price agreed by the
       parties before each Affirmation but in any event POP Devices will cost no
       more than US$120 and PAG Devices no more than US $350.

9.     CHANDLER'S DUTIES IF NO AFFIRMATION AT END OF STAGES 1 AND 2

9.1.   If Chandler does not Affirm at the end of Stage 1, Chandler, and any of
       its Associated Companies, shall immediately return any and all components
       of the Sports Card Technology and any and all POP Devices containing the
       Stage 1 Sports Card Technology to ESI. It Chandler does not Affirm at the
       end of Stage 2 Chandler, and any of its Associated Companies, shall
       immediately return any and all components of the Sports Card Technology
       and any and all FIAG containing the Stage 2 Sports Card Technology to ESI

9.2    In the event that Chandler does not Affirm at the end of Stage 1, ESI
       shall have the right to use and sell the Stage I Sports Card Technology
       for its own purposes, regardless of any contrary restriction contained in
       this Agreement. In the event that Chandler does not Affirm at the end of
       Stage 2, ESI shall have the right to use and sell the Stage 2 Sports Card
       Technology for its own purposes, regardless of any contrary restriction
       contained in this Agreement.

10.    CHANDLER'S RIGHTS AFTER AFFIRMATION

10.1.  In the event of Affirmation at the end of Stage I:

                  10.1.1.  All of the proprietary rights in the Stage I Sports
                           Card Technology developed by ESI (including
                           copyrights, trademarks, trade secrets and patents)
                           shall vest jointly in (1) Chandler and its Associated
                           Companies and

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                          (2)ESI. All proprietary rights in and title to any
                          other inventions, creations, or developments, or
                          modifications thereof, (including copyrights,
                          trademarks, trade secrets and patents), shall vest in
                          ESI, unless otherwise agreed in writing.

               10.1.2.    Chandler and its Associated Companies shall have the
                          exclusive right to use the Stage 1 Sports Card
                          Technology for the purposes of Internet betting and
                          gaming transactions until 30 June 2004 (irrespective
                          of whether Chandler affirms or terminates at the
                          conclusion of Stage 2).

               10.1.3.    Chandler and its Associated Companies shall have the
                          right to use the Stage 1 Sports Card Technology for
                          the purposes of Internet betting and gaming
                          transactions for as long as they have contracted for
                          its continued use after the expiry of the exclusive
                          period provided for above.

10.2.    The acquisition of proprietary rights in the Stage I Sports Card
         Technology by Chandler will confer all of the normal benefits of joint
         ownership on Chandler and its Associated Companies. Those benefits will
         include-

               10.2.1.     The right to cause joint production of POP Devices
                           and systems incorporating the Stage I Spods Card
                           Technology for parties other than Chandler.

               10.2.2.     OEM rights to distribute and sell Stage I Sports Card
                           Technology for the purposes of allowing the public to
                           enter into Internet betting and gaming transactions
                           with Chandler.

               10 2.3.     Jointly applicable patents, copyrights, trademarks,
                           trade secrets and other intellectual property.

10.3.    In the event of Affirmation at the end of Stage 2:

               10.3.1.     All of the proprietary rights in the Stage 2 Sports
                           Card Technology developed by ESI (including
                           copyrights, trademarks, trade secrets and patents)
                           shall vest jointly in (1) Chandler and its Associated
                           Companies and (2) ESI. All proprietary rights in and
                           title to any other inventions, creations, or
                           developments, or modifications thereof, (including
                           copyrights, trademarks,

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                           trade secrets and patents), shall vest in ESI, unless
                           otherwise agreed in writing.

            10.3.2.        Chandler and its Associated Companies shall have the
                           exclusive fight to use the Stage 2 Sports Card
                           Technology for the purposes of Internet betting and
                           gaming transactions until 30 June 2004.

            10.3.3.        Chandler and its Associated Companies shall have the
                           right to use the Stage 2 Sports Card Technology for
                           the purposes of Internet betting and gaming
                           transactions for as long as they have contracted for
                           its continued use after the expiry of the exclusive
                           period provided for above.

10.4.    The acquisition of proprietary rights in the Stage 2 Sports Card
         Technology by Chandler will confer all of the normal benefits of joint
         ownership on Chandler and its Associated Companies. Those benefits will
         include:

            10.4.1.        The right to cause joint production of PAG Devices
                           and systems incorporating the Stage 2 Sports Card
                           Technology for parties other than Chandler.

            10.4.2.        OEM rights to distribute and sell Stage 2 Sports Card
                           Technology for the purposes of allowing the public to
                           enter into Internet betting and gaming transactions
                           with Chandler.

            10.4.3.        Jointly applicable patents, copyrights, trademarks,
                           trade secrets and other intellectual property.

10.5.    Where profits (with the exception of those earned by ESI in supplying
         POP and PAG Devices to Chandler) are generated from proprietary rights
         held jointly by Chandler and ESI, Chandler and ESI shall share equally
         in those profits.

10.6.    The parties acknowledge that any Background Technology used by either
         party in the development of the Sports Card Technology is the sole and
         exclusive property of the originating party, including all applicable
         rights to patents, copyrights, trademarks, trade secrets, and all other
         intellectual property rights of whatever nature inherent therein and
         appurtenant thereto. The parties agree that the originating party
         retains the exclusive ownership of its Background Technology, and any
         copies thereof.

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11.      TERMINATION

11.1.    Chandler may terminate this Agreement with immediate effect in reliance
         on clause 7.1 or 7.2 upon giving written notice to ESI.

11.2.    Either party may terminate this Agreement by giving 30 days written
         notice to the other in the event of the other committing a material
         breach of any provision of this Agreement. Such termination will take
         effect unless the party in breach remedies the breach within the notice
         period.

11.3.    Either party may terminate this Agreement with immediate effect upon
         giving written notice to the other in the event of the other party
         becoming bankrupt, being liquidated (whether a compulsory or voluntary
         liquidation), being placed into receivership or entering into any
         compromise with creditors.

11.4.    Termination or expiration of this Agreement for whatever reason shall
         not affect the accrued rights of the parties arising in any way out of
         this Agreement as at the date of termination.

11.5     Upon termination of this Agreement, both parties shall immediately
         return to the other all proprietary information they hold and which
         belongs to the other, with the exception of POP and PAG Devices paid
         for by Chandler.

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12.      CONFIDENTIALITY

12.1.    The parties anticipate that under this Agreement it may be necessary
         for either party to transfer to the other information of a proprietary
         nature. With respect to such information, the parties agree as follows:

         12.1.1.      "Proprietary Information" means any information disclosed
                      by either party to the other party as a consequence of or
                      through the exchange of information between the parties,
                      which information shall include but shall not be limited
                      to technical information, marketing plans, and marketing
                      information, business plans, business records, computer
                      communication systems, protocols, financial information,
                      business formulas, compilations of information and
                      records, including information relating to research,
                      development, inventions, and types and names of potential
                      customers, software (executable or otherwise), flow
                      charts, scripts, encryptions, transfer mechanisms, or
                      other rights and data, or any Trade Secret of any sort,
                      which has not been published to the general public or made
                      previously available to others without restriction, nor
                      normally furnished to others without compensation, and
                      which the disclosing party desires to protect against
                      unrestricted disclosure or competitive use.

         12.1.2.      "Trade Secret" means any formulas, patters, devices or
                      compilations of information which is used in one's
                      business, and which gives it an opportunity to take
                      advantage over competitors who do not know or use it, from
                      which the party derives independent economic value, actual
                      or potential, from not being generally known to, and not
                      being readily ascertainable by proper means by, other
                      persons who can obtain economic value from its disclosure
                      or use; and are the subject of efforts that are reasonable
                      under the circumstances to maintain secrecy.

         12.1.3.      Either party may disclose Proprietary Information to the
                      other party, verbally or in writing. When disclosed in
                      writing, the Proprietary Information shall be labelled
                      with an appropriate legend. When disclosed verbally, the
                      Proprietary Information shall be designated as
                      "Proprietary" at the time of such disclosure.

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         12.1.4.      Each party recognises that the Proprietary information of
                      the other party is comprised of formulas, patters,
                      programs, methods, techniques, processes, devices, and
                      compilations of information which the other party uses in
                      its business to give it an advantage over its competitors,
                      who do not know or use the respective Proprietary
                      Information. The parties shall take special care to
                      preserve the secrecy and confidentiality of the other
                      party's Proprietary Information and all other rights, data
                      or information disclosed or discussed pursuant to this
                      Agreement. Each party shall take all steps to insure that
                      no unauthorised copies of the Proprietary Information of
                      the other party, or any of its components, are produced

         12.1.5.      The parties will take all steps necessary to protect the
                      confidentiality of the Proprietary Information and will
                      indemnity the other party for any loss or damage suffered
                      by that party and caused by one party's failure to
                      diligently protect the other party's rights, The parties
                      shall notify each other immediately of any suspected
                      breach by a person whether in a party's employ or not, in
                      the security of the said Proprietary Information and
                      agrees to immediately inform the other party in writing of
                      any unauthorised use or interference with the Proprietary
                      information.

         12.1.6       During the period of this Agreement, and for a period of
                      three (3) years after the termination of this Agreement,
                      neither party will disclose to any person or use to its
                      own benefit or the benefit of any business with which it
                      works, or in which it has an interest, any Proprietary
                      Information of the other party without the prior written
                      consent of the other party After providing notice to the
                      other party, a party may release the other's Proprietary
                      Information to a third party for the purpose of promoting
                      sales of the Parties' products provided that prior to
                      disclosing such information the disclosing party shall
                      obtain the written agreement of the third party to abide
                      by the terms in this agreement. The party releasing
                      Proprietary Information pursuant to this provision shall
                      forward a copy of the third party agreement to the other
                      party

         12.1.7.      Upon termination of this Agreement, unless otherwise
                      agreed in writing, each party shall promptly deliver to
                      the other party any and all Proprietary Information of the
                      other party, and all copies thereof which may have been

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                      made, accessed, or received or possessed during the period
                      of discussions or the business relationship between the
                      parties, except as permitted by express written agreement
                      between the parties.

         12.1.8.      It is specifically agreed that the obligations of the
                      parties to keep all information concerning the Proprietary
                      Information confidential and to prevent unauthorised use
                      of the Proprietary Information, its components or any
                      material related thereto shall survive the termination of
                      this Agreement.

         12.1.9.      Notwithstanding any limitation to the contrary in this
                      Agreement, in the event of a breach of this provision, the
                      non-breaching party reserves all remedies it may have at
                      law and equity against the breaching party, and reserved
                      any right to pursue injunctive relief and monetary
                      damages, whether actual, indirect, incidental, special,
                      punitive or consequential, including lost profits, and
                      will have the right to pursue recovery of all expenses
                      paid to enforce its rights hereunder, including attorney's
                      fees.

13.      ASSIGNMENT

13.1.    Neither ESI or Chandler and its Associated Companies are entitled to
         assign, sublicence, sub-contract, transfer or otherwise deal with any
         of its rights or obligations under this Agreement without the prior
         written consent of the other.

14.      NOTICES

14.1.    Any notice to be given under or pursuant to this Agreement shall be
         given in writing and shall be sufficiently given if delivered by hand
         or sent by prepaid recorded delivery letter or fax to the party at the
         address set out in this Agreement.

14.2.    If notice is delivered by hand, it shall be deemed to have been
         received on the date of delivery. If notice is sent by post, it shall
         be deemed to have been received on the third day following posting. If
         notice is sent by fax, it shall be deemed to be received when
         transmitted.

15.      NO CONVEYANCE OR LICENSE

15.1.    Nothing in this Agreement shall be construed to convey to either party
         any right, title, or interest, patent, copyright, trademark, or other
         intellectual property right of

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         the other party in any Proprietary Information, or any license to use,
         sell, exploit, copy or further develop any such Proprietary
         Information.

16.      SOLICITATION OF EMPLOYEES

16.1.    During the term of this Agreement and continuing for one (1) year
         thereafter, neither party will hire, contract. or solicit the
         employment of any current or previous employee of the other who has
         been involved with this Agreement or performance hereunder, either
         indirectly or directly, without the prior written authorization of the
         other party.

17.      LIMITATION OF LIABILITY

17.1.    In no event shall either party be liable for any loss of profit or any
         other commercial damage, including but not limited to special,
         incidental, consequential. or other indirect damages under any cause of
         action arising out of or relating to this agreement.

18.      GENERAL

18.1.    Waiver. No delay in exercising, no course of dealing with respect to,
         or no partial exercise of any right or remedy hereunder shall
         constitute a waiver of any other right or remedy, or future exercise
         thereof.

18.2.    Independent Contractors. Each party is an independent contractor and
         not an agent or partner, of, nor a joint venturer with the other party
         for any purpose, and neither party shall by virtue of this Agreement
         have any right, power or authority to act or create any obligation
         expressed or implied on behalf of the other party,

18.3.    Severability. If any term or provision of this Agreement should be
         declared invalid by a court of competent jurisdiction, (i) the
         remaining terms and provisions of this Agreement shall be unimpaired,
         and (ii) the invalid term or provision shall be replaced by such valid
         term or provision as comes closest to the intention underlying the
         invalid term or provision.

18.4.    Entire Agreement. This Agreement constitutes the entire Agreement
         between the parties with respect to the subject matter hereof and
         supersedes in all respects all prior proposals, negotiations,
         conversations, discussions and agreements between the parties concerned
         the subject matter hereof.

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18.5     Amendments. No amendment, modification, termination or waiver of any
         provision of this Agreement nor any addition of any provision to this
         Agreement, nor consent to any departure therefrom, shall in any event
         be effective unless the same shall be in writing and signed by both
         parties, and any such provision, waiver or consent shall be effective
         only in the specific instance and for the specific purpose for which
         given.

18.6.    Governing Law and Choice of Forum. In all respects this Agreement shall
         be governed and construed pursuant to English law. The parties
         irrevocably agree to submit to the exclusive jurisdiction of the
         English courts in respect of any matter or dispute which may arise out
         of or in connection with this Agreement.

IN WITNESS WHEREOF, the parties hereto, through their duly authorised officers,
have executed this Agreement on this 12th day of September, 2000.

SIGNED by
and on behalf of VICTOR
CHANDLER INTERNATIONAL                         Victor Chandler
in the presence of:                            ---------------       R.F.Halsall
                                               Director

SIGNED by
and on behalf of ENTERPRISES
SOLUTIONS INCORPORATED                         John A. Solomon
in the presence of:                            ---------------        A.T. Saker
                                               Director




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SCHEDULE I - CHANDLER'S SPECIFICATION

Chandler requires performance under the Agreement by ESI such that:

1.   Chandler can distribute POP and PAG Devices to the public.

2.   The cost to Chandler of POP Devices will not exceed US$120.

3.   The cost to Chandler of PAG Devices will not exceed US$350.

4.   The Sports Card Readers contained in POP and PAG devices will accept Sports
     Cards, and debit and credit cards issued by banks and financial
     institutions.

5.   The Sports Card Technology will allow the public to use POP and PAG devices
     in conjunction with sports cards, debit cards and credit cards such that:

5.1. By the end of Stage 1, accounts held by the public with Chandler can be
     credited.

5.2. By the end of Stage 2, accounts which relate to debit and credit cards used
     by the public can be debited and credited.

6.   The Sports Card Technology will:

6.1. Exceed the current state of the art.

6.2  At all times incorporate the highest degree of security reasonably
     feasible.

6.3. Only be compatible with websites operated by Chandler. In particular, POP
     and PAG Devices will not be able to be used in conjunction with other
     services provided on the internet.

6.4. Be of a standard that will allow Chandler to insure completely against
     fraud with one of the world's major international insurers for a reasonable
     premium.


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