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EXHIBIT 10.1

                            Dated this: 20th May 2005






                                     Between


                                M2B COMMERCE LTD


                                       And


                           ALLSPORTS INTERNATIONAL LTD



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                                    AGREEMENT


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         THIS AGREEMENT is made the 20th_ day of May Two Thousand And Five
(2005) between M2B COMMERCE LTD ("M2B"), a company incorporated and registered
in the British Virgin Islands whose registered address is at Akara Building, 24
De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands of
the one part and ALLSPORTS INTERNATIONAL LTD ("AI"), a company incorporated and
registered in the British Virgin Islands whose registered address is at
Portcullis Trustnet Chambers, PO Box 3444 Road Town, Tortola, British Virgin
Islands of the other part.

WHEREAS

         a)       M2B has the expertise to manage and operate e-commerce,
                  e-trading and digit games (Lottery).

         b)       AI is the beneficial owner of a valid and exclusive Lottery
                  Licence in Cambodia ("LICENCE") for digit games activities.

1.       PURPOSE AND SCOPE OF THIS AGREEMENT

         a)       AI shall grant to M2B the irrevocable right to use the
                  License; and to make available the Licence to M2B to enable
                  M2B to manage, operate and conduct digit games activities in
                  Cambodia for a minimum period of Eighteen (18) years with
                  effect from 1 June 2005 ("LICENCE PERIOD"). M2B shall own the
                  rights to the License during the License period.

         b)       M2B shall operate and manage the digit games activities which
                  shall include the collection and custody of all revenue
                  received and all payments made in respect of the digit games
                  activities.

2.       PAYMENT AND FEES

2.1      M2B shall make a one-time payment only to AI for the irrevocable right
         to use the Licence for the entire Licence period. The Licence fee shall
         be USD$3.3 million and to be paid to a firm of Solicitors as
         stakeholders to be nominated by and mutually agreed to by the parties
         herein.

         a)       A 50% downpayment of USD$1,650,000 to be paid up on signing of
                  this agreement.

         b)       The remaining 50% of payment shall be made within thirty (30)
                  days of the signing of this agreement.

2.2      A monthly royalty fee of 2.0% of the gross revenue received in respect
         of the digit games activities shall be payable to AI.

PROVIDED ALWAYS that M2B shall retain a minimum sum of USD$1 million for the
first year of operations.

3.       WARRANTIES BY AI

         AI hereby warrants that they are the true beneficial owner of the
         License.

4.       NO PARTNERSHIP

         The relationship between the parties under the Agreement shall not
         constitute a partnership, agency or joint venture. Neither party shall
         have any right, power or authority to enter into any agreement for or
         on behalf of, or incur any obligation or liability of, or to otherwise
         bind, the other party.

5.       TERM OF AGREEMENT

5.1      The term of this Agreement shall be eighteen (18) years commencing from
         the date first set forth above, with an option to extend for a further
         five (5) years or such other period as may be mutually agreed.

5.2      Either Party may terminate this Agreement at any time by giving the
         other party six (6) months prior written notice. Notwithstanding this,
         the license term of eighteen (18) years shall continue to be owned by
         M2B.

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5.3      A Party may also terminate this Agreement immediately upon :-

         a)       the petition by or against the other Party of insolvency,
                  receivership or bankruptcy proceedings, provided that
                  termination shall not be effective in the event of an
                  involuntary proceeding against such other Party if such
                  proceeding is dismissed within thirty (30) days after the
                  filing thereof;

         b)       the other Party's dissolution or cessation of business;

         c)       breach of one or more material terms of this Agreement and
                  failure to cure within ten (10) days after receiving from the
                  non-breaching party written notice of such breach;

         d)       the other Party's :-

                  i)       merger, consolidation or other combination with a
                           third party;

                  ii)      sale of substantial business or assets of a Party to
                           which this Agreement relates to a third party; or

                  iii)     the acquisition of substantial business or assets
                           relating to Internet service from a third party that
                           is in direct competition with the non-breaching Party
                           in the geographic region of such Internet service.

6.       NATURE OF AGREEMENT AND REPRESENTATIONS AND WARRANTIES

         Each of the Parties represents and warrants to and for the benefit of
         the other as follows :-

         a)       it has the power and authority to enter into, exercise its
                  rights and perform and comply with its obligations under this
                  Agreement;

         b)       all action, conditions and things required to be taken,
                  fulfilled and done (including the obtaining of any necessary
                  consents), in order :-

                  i)       to enable it lawfully to enter into, exercise its
                           rights and perform and comply with its obligations
                           under this Agreement; and

                  ii)      to ensure that those obligations are valid, legally
                           binding and enforceable, have been taken, fulfilled
                           and done;

         c)       its obligations under this Agreement are valid, binding and
                  enforceable; and

         d)       its entry into, exercise of its rights and/or performance of
                  or compliance with its obligations under this Agreement do not
                  and will not violate any agreement to which he/it or any of
                  its subsidiaries is a party or which is binding on any of
                  them.

7.       GOVERNING LAW

         This Agreement shall be governed by and construed in accordance with
         the laws of the Country of Cambodia.

8.       INDEMNITY

         AI shall indemnify, defend and hold harmless M2B, its employees,
         directors, shareholders, officers, successors, affiliates, assigns and
         agents at all times against all actions, suits, judgments, proceedings,
         costs (including legal costs incurred by M2B in defending such actions,
         claims or proceedings), claims, expenses, demands, liabilities, losses
         and damages whatsoever including without limitation for defamation,
         infringement of intellectual property rights, death, bodily injury,
         property damage or pecuniary losses howsoever arising which M2B may
         sustain, incur, suffer or pay arising out of or in connection with this
         Agreement.

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9.       CONFIDENTIALITY

9.1      For the purpose of this Agreement, Confidential Information of one
         Party means any information which is disclosed by such Party to the
         other in tangible material conspicuously marked as confidential, or
         which is disclosed by such Party to the other orally or in other
         intangible form and designated as confidential at the time of such
         disclosure and is reduced to writing conspicuously marked as
         confidential and sent to such other Party within thirty (30) days after
         such disclosure, and the receiving party agrees to keep such
         Confidential Information in confidence and not to disclose the same to
         any third party. The receiving Party further agrees not to use such
         Confidential Information for any purpose other than the purpose of this
         agreement, without the prior written approval of the disclosing Party.

9.2      The restrictions on use and disclosure of Confidential Information as
         described in Clause 9.1 above shall not apply to any information
         which:-

         a)       is or becomes available to the public through no fault of the
                  receiving Party;

         b)       is known by the receiving party prior to its receipt from the
                  disclosing Party;

         c)       is legitimately obtained by the receiving Party from a third
                  party without any confidentiality obligation; or

         d)       Is at any time developed by the receiving Party independently.

9.3      The Receiving Party's obligation under this clause 9 shall survive any
         termination or expiration of this Agreement and shall extend for twelve
         (12) months following termination or expiration of this Agreement.

10.      NON-EXCLUSIVITY

         This Agreement does not give rise to an exclusive arrangement between
         the Parties, and neither Party shall be precluded from entering into
         similar agreements with third parties.

11.      ENTIRE AGREEMENT AND MODIFICATIONS

         This Agreement shall separate any previous agreements between the
         Parties in relation to the matters dealt with herein and represents the
         entire understanding and agreement of the Parties in relation thereto.
         No variations to this Agreement shall be effective unless in writing
         and signed by the Parties or on behalf of the Parties.

12.      SEVERABILITY

         In the event that any of the provisions of this Agreement shall be
         determined to be invalid, void or unenforceable, such provision shall
         be deemed to be deleted from this Agreement and the remaining
         provisions of this Agreement shall continue in full force and effect.

13.      WAIVER

         Waiver of one Party of any particular default by the other Party shall
         not affect or prejudice the first mentioned party's rights in respect
         of any other default nor any subsequent defaults of the same or of a
         different kind nor shall any delay or omission of the first mentioned
         Party to exercise any right arising from any default or prejudice its
         rights as to the same or any future defaults.

14.      AMENDMENT

         The parties agree that this Agreement may be reviewed and amended from
         time to time. Any such amendment shall be mutually agreed between the
         parties.

15.      ASSIGNMENT

         Neither Party shall assign any right or delegate any obligation under
         this Agreement to any third party without the prior written consent of
         the other Party.

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END OF CLAUSES

SIGNED by _______________
for and on behalf of
M2B COMMERCE LTD in the presence of :-

_____________  (Witness)

SIGNED by _______________
for and on behalf of
ALLSPORTS INTERNATIONAL LTD in the presence of :-

_____________  (Witness)



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