Exhibit 10.2

                     (WorldNet Casinos.Com, Inc. Letterhead)

                                                  1299 E. Commercial Blvd.
                                                  Ft. Lauderdale, Florida 33334
                                                  954-453-6000


                           S0FTWARE LICENSE AGREEMENT

                            WorldNetCasinos.Com, Inc.


THIS AGREEMENT, (hereinafter, "the Agreement") into the 19th day of April, 1999,
by and between:

WorldnetCasinos.com, Inc. (hereinafter referred to as 'Licensor"), a corporation
having  principal  offices  at 1299  East  Commercial  Blvd.,  Fort  Lauderdale,
Florida, 33334, USA,

and:

Simulator  Systems  Inc., a  corporation  having  principal  offices at P.O. Box
80241, Portland, Oregon, USA, 97280.

(hereinafter referred to "Licensee")

WHEREAS, the Licensor has developed certain software for Internet gaming and has
full right and title to all games it licenses.

WHEREAS,  the  Licensee  desires to license  from the  Licensor  and operate the
Licensor's software for the Internet gaming/sportsbook site as described herein.

Now, therefore,  in consideration of the mutual covenants and promises set forth
herein, the parties ~~~~~~ agree as follows:

1.       Entire Agreement

This Agreement, including all appendixes and referenced attachments, constitutes
the entire agreement between Licensor and Licensee and supersedes all proposals,
agreements,  oral and  written,  between  the  parties on this  subject  matter,
whether carried out previously or after this agreement.

2.       Software License

The Licensor  herewith agrees to provide the following  services  (including the
software  license as forth below) on a non-exclusive  basis and subject to those
terms conditions:

         1.       License

         The  Licensor  shall  provide  a  software  license,   subject  to  all
         provisions within this agreement, as per Schedule A.



                                        1
<PAGE>

         2.  Usage

         The Licensor  grants  usage rights to the Licensee on an  non-exclusive
basis as follows:

         1.       The right: to use one copy of the Software  utilizing multiple
                  URLs in a legal jurisdiction for the Licensee.

         Except  as  specifically  sat  forth,  the  Licensee  shall not copy or
         distribute or cause to be distributed  or copied,  the software for any
         other purpose except as provided herein.

         3.       Documentation

         The Licensor agrees to provide current documentation free of charge and
         additional documentation, if required, at the Lincensor's normal hourly
         rates.  The Licensee "I have the right to reproduce  any  documentation
         the Licensor makes  available  provided that the  reproduction is soley
         for its internal use.

         4.  Maintenance

         During to period of the lease,  the Licensor  shall provide to Licensee
         any new, corrected or enhanced version of the Software as create by the
         Licensor.  Such  enhancement  shall  include all  modifications  to the
         software  which  Increase the speed,  efficiency  or ease of use of the
         software  or  add  additional  capabilities  or  functionality  to  the
         software,  but shall not include  any  substantially  now or  rewritten
         version of the software.

         5.  Performance

         Subject to availability,  Licensee shall be entitled to the casino game
         listed  on  Schedule  A. In the  event  that  certain  software  is not
         available  or  functioning  as  represented,  a different  game will be
         substituted.

3.       Performance of Services

The Licensee shall be solely responsible for the selection, installation and use
of the licensed  product.  The Licensor  shall provide  Licensee with  technical
support and  services  as set out in  Schedule A. These  services do not include
hosting, merchant processing and other related Internet e-commerce services, nor
do they form any part of this license agreement.


                                     Page 2
<PAGE>

4.       Delivery and installation

The parties hereto  acknowledge  and understand  that time is of the essence and
shall make their best  efforts to  expedite  the  delivery  of the  Software  as
follows:

         1.       Delivery Schedule

         The Licensor  shall deliver or cause to be delivered to the Licensee at
         the  specified  hosting site,  the agreed upon Software  program with a
         time period specified In Schedule A.

         2.       Site Preparation and Installation

         The Licensor shall be responsible for  preparation and  installation of
         the Software at the designated hosting location,  specified in Schedule
         A.

5.       Acceptance

Acceptance of the Software shall occur upon delivery by the Licensor to the Site
of Licensee at the Software, as set forth In Schedule A.

6.      Title

Title to the original and any copies of the Licensed program materials, in whole
or in part, which are made by Licensee,  including translations,  complications,
partial  copies,  and updated works shall be and remain the sole property of the
Licensor.

7.       Warranty and Legality

Upon  delivery,  the  Licensor  acknowledges  to the but of its ability that the
Software  is free of  defects or  imperfections  for a period of sixty (60) days
from  delivery  date.  Any  errors  that auto  error  messages  and which can be
reproduced by the Licensee on the Licensor's or mutually agreeable test computer
system that are found In the delivered software during the warranty period shall
be corrected in a reasonable time from at the Licensor's expense.

The Licensor shall only be responsible  for errors that we  reproducible  in the
Software as delivered by the Licensor, and not for any errors created because of
programs or Additions made by the Licensee or any other party.

The Licensor hereby  disclaims all other warranties of any kind as the Software,
Client   Games,   whether   stated  or  implied,   including   any  warranty  of
merchantability  or fitness for a particular  purpose,  even if the Licensor has
been advised of that purpose.



                                     Page 3
<PAGE>

The Licensee represents that it has conducted an independent  investigation into
the  legality of it's  Intended  use of the  Software  and hereby  releases  the
Licensor  from any  responsibility  with  respect to any present or  intervening
illegality of such use.

The Licensee  shall  indemnity  and hold the Licensor  harmless from any and all
claims,  liability  or damage  arising  from or related to any alleged or actual
illegal use of the Software,  In the event of any such  illegality  the Licensee
shall not be excused from it's obligations to the Licensor hereunder.

8.       Payment to the Licensor

All payments shall be made by the Licensee to the Licensor as provided heroin on
Schedule A.

Upon  termination  of this  Agreement  for any  reason,  the  Licensor  shall be
entitled to payments and partial  payments  that  occurred  prior to the date of
termination and for which the Licensor how not yet been paid.

Furthermore, all Services and Schedules provided herein by the Licensor shall be
suspended  if any  payments,  fees or invoices  are in arrears and shall  remain
suspended  until  such time the  arrears  have  been paid or until the  Licensor
elects to continue working with the Licensee.

9.       Term/Termination

1.       Term

         The term  hereunder  shall  begin upon the  Effective  date,  and shall
         continue  for a period of five (5) years,  and may be  renewed  for the
         some period, unless terminated In writing by either party, within sixty
         (60) days of the anniversary date and as long as either party is not in
         default of this  Agreement.  Both  parties  agree that the  License and
         Confidentiality  provisions of to Agreement  shall remain in full force
         and effect after the termination of this Agreement.



                                     Page 4
<PAGE>

2.       Default

         Either  party has the right to  terminate  this  Agreement if the other
         party breaches or is in default of It's obligations hereunder, and such
         default is incapable of cure or which,  being capable of cure,  has not
         been cured  within  thirty  (30) days after  receipt of notices of such
         default (or such additional cure period as the non-defaulting party may
         authorize).

3.      Act of Insolvency

         Either  party may  terminate  this  Agreement  by written  ratio to the
         affected  party if the  affected  party  becomes  insolvent  suffers or
         permits  the  appointment  of a receiver  for its  business  or assets,
         becomes  subject to any  proceeding  under any bankruptcy or insolvency
         law  whether  domestic  or  foreign,  or  has  wound  up or  liquidated
         voluntarily or otherwise

4.       Force Majeure Event

         In the  event  that  either  party is  unable  to  perform  any of it's
         obligations  under  this  Agreement,  or to enjoy any of it's  benefits
         because of natural  disasters,  or communications  line failure not the
         fault of the affected  party  (hereinafter  referred to (Force  Majeure
         Event),  the  party who has been so  affected  shall  immediately  give
         notice  to other  party  and  shall do  everything  possible  to resume
         performance.  Upon receipt of such notice,  all obligations  under this
         Agreement   shall  be   immediately   suspended.   If  the   period  of
         nonperformance exceeds fifteen (15) days from this receipt of notice of
         the Force  Majeure  Event,  the party whose  ability to perform has not
         been affected may, by giving written notice, terminate this Agreement.

         However,   delays  in  delivery  due  to  Force  Majeure  Events  shall
         automatically  extend  the  delivery  date  for a  period  equal to the
         duration of such Events; any warranty period affected by a Form Majeure
         Event shall  likewise be extended for a period equal to the duration of
         such Event

5.       Return of Software

         Should this  Agreement  be  terminated  by the  Licensor for any reason
         pursuant to this Agreement, the Licensor shall be entitled to repossess
         any and all the  Services  by  directing  the  Licensee  in  writing to
         deliver all records,  notes, date,  memoranda of any nature that are in
         their possession or under their control within fifteen (15) days to the
         Licensor  and at the  Licensee's  expense  to  the  nearest  convenient
         location of the Licensor.



                                     Page 5
<PAGE>

10.      Relationship of Parties

It is  understood by the parties that to Licensor is an  independent  contractor
with respect to the Licensee,  and not an employee of the Licensee. The Licensee
shall not provide fringe benefits,  including health  insurance  benefits,  paid
vacation, or any other employee benefit, for the benefit of the Licensor or it's
employees and/or agents. Furthermore, it is understood and agreed by the parties
that for a period of two (2) years,  the  Licensee  shall not hire,  or contract
with  or in any  manner  have  any of the  Licensor's  employees  work  for  the
Licensee.

11.      Consequential Damages

Licensee damages shall be limited to replacement of the software.

12.      Intellectual Property

Except as otherwise  provided for herein,  the following  provision  shall apply
with respect to copyrightable works, ideas, discoveries, inventions, application
for patents, and patents (collectively, "Intellectual Property"):

1.       The Licensed shall not hold  any ownership Interest in any Intellectual
         property

2.       Any  items of  intellectual  property  discovered  or  developed  by to
         Licensor (or the Licensor's  employees) for the benefit of the Licensee
         during  the  term of this  Agreement  shall  automatically  become  the
         property of the Licensor.

13.      Confidential and Proprietary Information

Both parties  recognize that they have and/or shall have  copyrights,  products,
costs, business affairs, trade secrets,  technical  information,  product design
information  and other  proprietary  information  (collectively,  "Information")
which are valuable, special and unique assets.

1.       Licensee's Business information

         The Licensor  agrees that the Licensor  shall not knowingly  distribute
         any information of the Licensee to a third party without prior approval
         of the Licensee. The only exception to this being statistics, winnings,
         number of players,  and any other information with regard to the games,
         required  by the  Licensor  to use in the  marketing  of the  Software,
         should this be a part of the herein agreement.

2.       The Licensee  agrees that the Software  provided by the Licensor to the
         Licensee  is the  sole  property  of  the  Licensor  regardless  of any
         payments,  fees or other  considerations  made to the  Licensor  by the
         Licensee.


                                     Page 6

<PAGE>

3.       Unauthorized Disclosure of Information

In the  event  the  Licensee  has  disclosed  (or has  threatened  to  disclose)
Information in violation of this Agreement, the other party shall be entitled to
an injunction to restrain the other party from disclosing,  in whole or in part,
such  information,  or from  providing  any  Services  to any party to whom such
information  has been disclosed or may be disclosed  pending  resolution for any
arbitration filed to resolve a dispute as it relates to this Agreement. Licensee
shall be prohibited by this provision from pursuing other remedies,  including a
claim for losses and damages.

4.       Confidentiality After Termination of Agreement

The confidentiality  provisions of this Agreement shall remain in full force and
effect after the termination of this Agreement.

14.     Return of Records

Upon  termination  of this  Agreement,  both Parties  shall  deliver of records,
notes,  date,  memoranda,  of any nature that are in their  possession  or under
their  control  and that are the other  Party's  property or relate to the other
Party's business operations.












                                     Page 7
<PAGE>

15.      Notices

All notices  required or permitted  under this Agreement shall be in writing and
shall be deemed  delivered  when  delivered in person or deposited  into the USA
mail, postage prepaid, addressed as follows:

Licensor:                  WorldNet Casinos.Com Inc
                           1299 East Commercial Blvd.
                           Fort Lauderdale, Florida 33334
                           USA

Lincensee:
                           -----------------------------------
                           -----------------------------------
                           -----------------------------------
                           -----------------------------------

Such  addresses  may be  changed  from  time to time by either  party  providing
written notice in manner set forth above.

16.      Amendment

This  amendment may be modified of amended,  if the amendment is made in writing
and is signed and dated by both parties.




                                     Page 8
<PAGE>

17.     Severability

If any provision of this Agreement shall be hold to be invalid or  unenforceable
for any  reason,  the  remaining  provisions  shall  continue  to be  valid  and
enforceable. If arbitration finds that any provision of the Agreement is invalid
or unenforceable,  then such provision shall be deemed to be written, construed,
end enforced as so limited.

16.      Waiver

The failure of either party to enforce any provision of this Agreement shall not
be construed as a waiver or  limitation  of that party's  right to  subsequently
enforce and compel strict compliance with every provision of this Agreement.

No term or Provision  hereof shall be deemed waived and no breach excused unless
such  waiver or consent  shall be in writing  and signed by to party  claimed to
have waived or consented.

19.     No Contingencies or Changes

It is agreed by the  Licensor  that the  Software  has been  created  and is not
contingent  upon uncertain  events or engineering  which shall not have occurred
until after the contract is awarded.  This does not include changes requested by
the Licensee or other factors that are not under the Licensor's direct control.

20.     Taxes

Licensee  shall pay all taxes arising from the license of this  Software  except
for any tax based on Licensor's income.

21.     Applicable Law and Venue

This Agreement shall be governed by the laws of the State of Florida.  Any suits
by law or in equity or arbitration shall be hold in Broward County, Florida. The
Licensee consents to the personal jurisdiction of the courts of Florida.

22.      Enforcement

In the event of the breach of any covenants or provisions set forth herein,  and
in to event of litigation  in connection  with this  Agreement,  the  prevailing
party shall be entitled to recover  it's  costs,  including  attorney's  fees at
trial and all appellate levels.


IN WITNESS WHEREOF,  the parties hereto have executed this Agreement and do each
hereby warrant and represent that their  respective  signatory  whose  signature
appears  below has been and is on the date of the Agreement  duty  authorized by
all necessary and  appropriate  corporate  action to execute this  Agreement and
have  cause  this  Agreement  to become  effective  as of the date  first  above
written:


                                     Page 9
<PAGE>

"LICENSOR"
WORLDNETCASINOS.COM INC.

Per:
         ----------------------------------                   (SEAL)

Name:
         ----------------------------------
Title:
         ----------------------------------




"LICENSEE"

SIMULATOR SYSTEMS, INC.                                       (SEAL)

Per:
         ----------------------------------

Name:
         ----------------------------------

Title:
         ----------------------------------





                                     Page 10
<PAGE>

                                   SCHEDULE A

Forming  part of the  Agreement,  dated this  19th day  of April,  1999,  by and
between:

WORLDNETCASINOS.COM, INC. (Licensor)

-        and -

SIMULATOR SYSTEMS, INC. (Licensee)

Both parties agree to the following term:


Both Parties agree to the following terms:

Purchase Price is ONE HUNDRED AND FIFTY DOLLARS ($150,000.00) US

Payment Schedule:

$50,000.00 upon Execution of this contract.

The balance of $125,000.00 upon completion of this project.

Term of License is 5 years.  This license is renewable  after five years,  for a
further five years at $100,000.00 US dollars.

This Licensee will include the following:

Casino: To include eight (8) games, which may include the following, or some
derivative of the following games:

Blackjack
Slots
Pai-gow
Video Poker (Dueces Wild and Jacks or Better)
Roulette
Instant Bingo
Baccarat

The game  SuperSix  will be  Included  In this  Casino,  for which the  Licensee
receives 25% of the net win.




                                     Page 11
<PAGE>

Sportsbook: Fully functioning  on-line  Sportsbook shall also  be included, from
which the Licensee will receive 15% of the net win of the traffic from his site.

This Licensee will be provided with the following management services, including
but not Limited to:

1.       Hosting:  The  Software  will be hosted and managed  from our  server's
         location in Costa Rica.

2.       Graphics  and  Changes:  Custom  graphics  including  logo and web site
         design.

3.       Technical  Support:  Licensee is entitled to technical  support for the
         duration of the License.

4.       1-800 Customer Support Number: This telephone number is provided to the
         Licensee  for use by  players  of the  Casino/sportsbook  to report any
         problem  questions  and/or  questions  they may  have.  This  number is
         answered by our operators located in Costa Rica.

5.       Offshore  Circuits:  Licensee  shall be provided  with  bandwidth of at
         least 2 meg over internet circuits.

6.       Backup:  All servers are guaranteed battery backup as well as a 100 KVA
         generator in the event of a power outage.

7.       Site Promotion:  The Licensee is guaranteed participation in our search
         engine site promotion.



                                     Page 12

<PAGE>

A Management fee for the above  services is to be paid,  based on thirty percent
(30%) of the net win of the Casino/Sportsbook.

WORLDNETCASINOS.COM, INC.


---------------------------------------

SIMULATOR SYSTEMS, INC.


---------------------------------------

DATED THIS     day of                        ,1999.









                                    Page 13

<PAGE>

                                                               February 24, 1996

Re:      Letter of Intent for the License of Software


Dear     ***** Kelly:

         This letter of intent is for the purpose of confirming the conversation
to date and mutual  intention of WorldNet  Casinos.Com,  Inc.  ("Licensor")  and
Simulator Systems, Inc.  ("Licensee").  If the basic terms and conditions as set
forth in this  Letter of Intent  are  acceptable,  then it is the  intent of the
parties that a definitive License Agreement will be entered into,  embodying the
concepts and proposed terms outline below, including customary  representations,
warranties and indemnification, by both parties.

         1. Confirmation of Licensing Agreement.  Within 5 days from the date of
this Letter of Intent,  Licensee shall confirm to Licensor,  in writing,  of its
desire to enter into,  embodying the concepts and proposed  terms outline below,
including customary  representations,  warranties and  indemnification's by both
parties.

         2. Gaming Software Packages. Licenses has selected the following gaming
software packages.

         The Casino License for "Casino  Pirata" will exist for a period of five
a (5) years.  This License is Renewable  after five (5) years for a further five
(5) years at One Hundred and Fifty  Thousand US Dollars  ($150,000.00).  License
will include nine games:  blackjack,  slots, pai-gow,  video poker (double down,
deuces  wild and  jacks or  better),  roulette,  instant  bingo,  and  baccarat.
Included  with the option plan,  the License will be provided with the following
management services, including but not limited to:

-        Domain Name, including ".com" and ".co.or"
-        All graphic changes
-        Offshore circuits, via internet circuits - 2 meg
-        Two (2) servers:  a)       1 sequal database server
                           b)       1 Dec Alpha, 600 megahertz
-        Thirty (30) day installation
-        Tech support for the duration of the contract
-        Use of UPS battery backup and 100 kva generator
-        1-800 telephone number for customer support
-        Participation in our search engine site promotion
-        Software upgrades as available

                                                     Signature    /s/PHS

<PAGE>

A management  fee of thirty percent (30%) of the net win for these services will
apply.

In conjunction  with the Casino  software,  a sportsbook  link is set up on your
casino site to drive traffic to the sportsbook site, of Global  Collection Corp,
of which you receive fifteen percent (15%) of the net win.

         3.   Additional   Services.   The  proposed   License   Agreement  will
specifically  exclude  Licensor  from any  obligation  related to  marketing  or
promotional  services  concerning  the gaming  programs  licensed  to  Licensee.
Furthermore,  Licensor will not be providing credit card processing services for
the business of Licensee  pursuant to the proposed License  Agreement,  however,
Licensor will provide  introduction  and contact to the agent of such  services.
This service refers to the Translock  System,  realtime sales reporting  system,
and MasterMerchant Services, the credit card processing system.

         4.  Performance.  Within  thirty (30) days from the date of the License
Agreement, Licensor shall provide and/or install (depending on software package)
the gaming program  selected by Licensee  requires a modification  to Licensor's
software resulting in a delay to Licensor's 30 day performance period,  Licensee
agrees that Licensor shall not be responsible for such a delay.

         5.  Payments.  Licensee  shall pay Licensor a total  license fee of One
Hundred and Fifty Thousand US dollars, ($150,000.00).

Payable is accepted as follows:

(1)      Deposit of $50,000 upon execution of this Letter of Intent.
(2)      Remaining balance of $100,000 due upon signing of contract.

         6. Definitive  Licensing  Agreement.  The definitive  License Agreement
shall be prepared by Licensor  and  submitted  to Licensee no later than 30 days
after confirmation date.

                                                     Signature    /s/PHS



<PAGE>

         7.  Non-Binding.  This letter expresses  discussions to date and is not
intended to be a binding agreement. It is understood that the definitive License
Agreement  will  contain  other  terms  and  conditions  which  will  have to be
negotiated and agreed to before finalizing said License Agreement.

         If this Letter of Intent is in accordance  with your  understanding  of
the proposed transaction, please indicate your acceptance of this letter by your
signature below.



                                                              Very truly  yours,
                                                              WorldNet
                                                              Casino.Com, Inc.


         Agreed this
               Day of March, 1999


<PAGE>

                                                               February 24, 1998

                  Re: Letter of Intent for the License of Software

Dear              :

         This   Letter  of  Intent  is  fag  the  purpose  of   confirming   the
conversations to date and mutual intention of WorldNet Gaming, Inc. ("Licensor")
and ("Licensee").  If the basic terms and conditions as set forth in this Letter
of Intent are acceptable, then it is the intent of the parties that a definitive
License  Agreement  will be entered  into,  embodying  the concepts and proposed
terms  outlined  below,  including  customary  representations,  warranties  and
indemnification by both parties

         1.       Confirmation  of Licensing  Agreement.  Within 5 days from the
date of this Letter of Intent, Licensee shall confirm to Licensor, in writing of
its desire to enter a definitive  and binding  License  Agreement  with Licensor
("Confirmation Date").

         2.       Gaming  Software  Packages.   Licensee  to  has  selected  the
following gaming

        The Casino License for "Casino Pirata",  will exist for a period of five
years. The Won will include nine games:  blackjack,  slots, pai-gow, video poker
(double down,  deuces wild and jacks or better),  roulette  instant  bingo,  and
baccarat.  Included  with the option plan,  the Licensee  will be provided  with
management  services,  including but not limited to:  server-hosting,  hardware,
bandwidth,  maintenance,  technical support,  assist with marketing contacts for
site promotion,  account and billing back office suite to view real-time  sales,
software  upgrades and an offshore IBC. A management fee of thirty percent (30%)
for these  services  will apply.  In  conjunction  with the Casino  software,  a
sportsbook link is set up on your Casino site to drive traffic to the sportsbook
site, of Global Collection Corp. of which you received 15% of the net win.



<PAGE>

         3.   Additional   Services.   The  proposed   License   Agreement  will
specifically  exclude  Licensor  from any  obligation  related to  marketing  or
promotional  services  concerning  the gaming  programs  licensed  to  Licensee.
Furthermore,  Licensor will not be providing credit card processing services for
the business of Licensee pursuant to the proposed License Agreement.

         4.  Performance.  Within  ninety (90) days from the date of the License
Agreement,  Licensor  shall provide  and/or  install  (depending on the software
package) the gaming program  selected by Licensee,  the name and design of which
will be selected by Licensee.  In the event Licensee  requests a modification to
Licensor's  software  resulting  in a delay  to  Licensor's  90 day  performance
period, Licensee agrees that Licensor shall not be responsible for such a delay.

         4. Licensee  shall pay Licensor a total license fee of  $150,000.00  US
dollars payable as follows:

         (1)      Deposit              upon execution of this Letter of Intent.
         (2)      Remaining balance due upon                                  .

         5. Definitive  licensing  Agreement.  The definitive  License Agreement
shall be prepared  by Licensor  and  submitted  to Licensee no later than.  days
after the Confirmation Date.

         6.  Non-Binding.  This letter expresses  discussions to date and is not
intended to be a binding agreement. It is understood that the definitive License
Agreement  will  contain  other  terms  and  conditions  which  will  have to be
negotiated and agreed to before finalizing said License Agreement.

         If this Letter of Intent is in accordance  with your  understanding  of
the proposed transaction, please indicate your acceptance of this letter by your
signature below.



                                               Very truly  yours,
                                               WorldNet
                                               Casino.Com, Inc.


                                               ---------------------------------
                                               By:
                                                  ------------------------------
                                                        (Print name and title)


         Agreed this
               Day of March, 1999


<PAGE>



---------------------------------
LICENSEE

By:
   ------------------------------
     (Print name and title)