EXHIBIT 10.9

                              STARNET [LOGO]
                              SYSTEMS INTERNATIONAL, INC.

Meldon Ellis
President and
Chief Operating Officer
                                                  June 23, 2000

Simpson Bay, Limited
____________________
____________________

Gentlemen:

This letter sets forth the commitment between Simpson Bay, Ltd, a
corporation organized under the laws of the Federation of St. Kitts & Nevis
("Lender"), and Starnet Systems International, Inc., a corporation
organized under the laws of the Country of Antigua and Barbuda
("Borrower").  This letter sets forth (i) the general economic terms of the
transaction, and (ii) specific conditions of Lender's commitment.  All
dollar amounts, unless indicated otherwise, are in US Dollars.  The terms
and conditions are as follows:

1.  LOAN:      Lender will lend the sum of not more than One Million Five
               Hundred Thousand Dollars ($ 1,500,000) to Borrower, and
               Borrower agrees to repay the Loan in accordance with the
               terms and conditions set forth in this letter agreement (the
               "Loan").  Advances against the Loan amount shall be
               disbursed in accordance with the schedule attached hereto as
               Exhibit A.

2.  TRANSACTION
TERMS:         Borrower will repay the Loan in accordance with the
               following schedule:
                    a.   For so long as any principal is outstanding,
                         interest payments on the outstanding amount of
                         the Loan shall accrue at the rate of eight
                         percent per annum (8 %), with interest in arrears
                         due and payable on the first day of each month
                         during the term hereof.
                    b.   Unless sooner paid in connection with the
                         conversion of the Loan to common stock in the
                         publicly traded parent of Borrower, as
                         contemplated hereunder, the entire balance of the
                         principal amount of the Loan will be due and
                         payable on December 31, 2001.  If participation
                         in the Offering, as defined below, is not offered
                         to Lender within one hundred twenty (120) days
                         following execution of this letter agreement,
                         Lender shall have the right to then declare the
                         Loan to be immediately due and payable.

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3.  USE OF LOAN
PROCEEDS.      The Loan shall be used exclusively for all costs involved in
               the purchase, shipment, installation and configuring of the
               equipment identified on Schedule B attached hereto and
               incorporated herein by this reference, excluding , however,
               the equipment identified as "optional" on such schedule (the
               "Listed Equipment").  Borrower will satisfy the reasonable
               requests of Lender in order to demonstrate that the Loan
               proceeds are being used as contemplated hereunder.  Advances
               of the Loan which are received by Borrower shall be retained
               by Borrower in a segregated account at a mutually agreeable
               financial institution and withdrawals from such account
               shall be made for the sole purpose of making payment for the
               costs and expenses related to the Listed Equipment, as set
               forth above.  No such payments shall be made by Borrower
               unless and until Borrower has delivered to Lender
               documentary evidence confirming that the expenditure relates
               to some or all of the Listed Equipment.

4.  SECURITY
INTEREST:      The Lender shall have the right to obtain a perfected
               security interest in the Listed Equipment as and when it is
               purchased with the Loan proceeds, as additional security for
               the timely repayment of the Loan.  Borrower shall execute
               all documents necessary to reasonably satisfy Lender that
               such security interests are effectively perfected under
               applicable law.

5.  EQUITY CONVERSION
EFFORTS.       Borrower will use commercially reasonable efforts to provide
               to Lender, within sixty (60) days following execution of
               this Agreement, the opportunity for Lender, in its sole
               discretion, to satisfy the Loan by the issuance of common
               stock in the publicly-traded corporate parent of Borrower
               ("Parent"), with the objective of offering the opportunity
               to Lender by way of a private placement of equity in Parent
               together with other third party investors, on the same terms
               and conditions as are offered to such third parties (the
               "Offering").  Borrower shall cause such Offering to be in a
               total amount, when including the value of the Loan, of not
               less than Four Million Dollars ($4,000,000).  Borrower
               understands and agrees that this Letter Agreement is not an
               offering of common stock in Parent, which can only be done
               in accordance with all applicable laws and regulations.  The
               conversion option, if available, shall be priced for each
               advance based on the average closing trading price of
               Parent's common stock on the twenty trading days immediately
               proceeding the date of such advance.  Borrower has received
               an expression of interest from a third party to complete an
               offering of common stock in Parent.  Lender agrees that
               Parent is not committed to accept such offer, but Borrower
               has undertaken for the benefit of Lender, as explained
               above, to cause Parent  to use commercially reasonable
               efforts to provide an opportunity for Lender to convert the
               Loan to common stock in Parent in accordance with this
               Letter Agreement and otherwise on terms acceptable to Parent.

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6.  EXCLUSIVE USE OF STARNET
SOFTWARE.      In partial consideration for the obligations of Borrower
               undertaken herein, Lender agrees, on its own behalf, and on
               behalf of all entities involved in the ownership and
               operation of the sites set forth on Schedule C (the
               "Exclusive Sites") attached hereto and incorporated herein,
               that all such operations for a period of three (3) years
               following the date of deployment of the Listed Equipment in
               Gibraltar, shall exclusively use Starnet software for all
               such gaming operations, on terms which are the same as those
               currently in effect.  In the event Starnet is not offering
               the type of gaming software which Lender desires to operate
               in connection with the Exclusive Sites at any time during
               such three (3) year period, Starnet will be provided with a
               right of first opportunity to provide such software on terms
               otherwise offered to Lender, so long as Starnet can satisfy
               the timetable offered by the proposed other provider of such
               software.

7.  MORE DEFINITIVE
AGREEMENTS.    Either party shall have the right to request the other to
               further document the agreements made herein.  If any party
               makes any such request, each party shall proceed in good
               faith to negotiate, complete and execute such agreements as
               shall be appropriate to further document the agreements made
               herein. The more definitive agreements shall contain terms,
               conditions and covenants as may be agreed upon between the
               parties, including those set forth herein, and such
               additional terms, conditions and covenants as the parties
               may agree and as shall be customary for transactions of the
               type provided for under this agreement.

8.  NON-DISCLOSURE
AND PUBLICITY. Neither party shall issue any press release, publicity
               statement or other public notice, or otherwise disclose in
               any manner to any third party relating to the subject of
               this letter agreement without the prior written consent of
               the other party, except that the parties may disclose this
               agreement and its terms to their respective advisors and
               attorneys who also agree to maintain such confidentiality.
               Notwithstanding the above and with the agreement that
               disclosure will not affect the parties' obligation to
               maintain confidentiality, the parties are allowed to
               disclose this agreement  and such of its terms which a party
               in good faith concludes is required or which is requested by
               any recognized stock exchange to which a party is subject to
               be so disclosed and then to the extent of such requirement
               or request for disclosure.  In such event, the parties shall
               endeavor to coordinate all publicity relating to the
               agreements described in this letter agreement.

9.  EXPENSES.  Each party shall pay its own expenses.  Each party
               represents that it has not engaged or authorized any broker,
               finder or similar agent who would be entitled to a
               commission or other fee in respect of the subject
               transaction.  Lender and Borrower agree to indemnify and
               hold harmless the other from any and all claims, charges,
               commissions, fees or obligations which would be

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               due to any consultant or similar agent engaged by each of
               them in connection with the transaction contemplated
               hereunder, unless otherwise agreed in writing between Lender
               and Borrower.

10.  ASSIGNABILITY.
               Neither party shall assign, transfer or otherwise convey its
               interests in this letter or in any of the definitive
               agreements which may be contemplated hereunder, provided
               that Lender may sell and assign the Loan to an affiliate of
               Lender which is wholly owned by the same ultimate owner as
               Lender.

11. EFFECT OF LETTER;
ENFORCEABILITY.
               THIS LETTER AGREEMENT IS INTENDED TO BIND BOTH PARTIES IN
               ACCORDANCE WITH THE TERMS HEREOF.  THE PARTIES DO UNDERSTAND
               THAT SUCH OBLIGATIONS ARE INTENDED TO BE BINDING
               OBLIGATIONS.  NO OTHER AGREEMENTS, UNDERSTANDINGS OR
               ARRANGEMENTS HAVE BEEN MADE BETWEEN THE PARTIES WITH RESPECT
               TO THE SUBJECT MATTER HEREOF WHICH ARE NOT INCORPORATED HEREIN.

     If this letter agreement accurately reflects the intent of the
parties, kindly indicate your agreement with the foregoing by executing a
counterpart of this letter.

                              Sincerely,
                              Starnet Systems International, Inc.

                              _____________________________
                              By: Meldon Ellis, President


Intending to be legally bound hereby, acknowledged
and agreed this _______ day of June, 2000.

Simpson Bay, Ltd.


By:  ____________________________________
Its: ____________________________________



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                               SCHEDULE A

                          Schedule of Advances



                              Amount                   Time



1.  Initial Advance           $500,000            Execution of
                                                  Letter Agreement


2.  Additional Advances       Balance of Loan     In increments not later
                                                  10 days prior to the
                                                  date on which amounts
                                                  are due for the Listed
                                                  Equipment.









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                               SCHEDULE B

                      Schedule of Listed Equipment

                                 Omitted









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                               SCHEDULE C

                    List of Currently Operated Sites


http://www.sportsbook.com/
--------------------------
http://www.playersonly.com/
---------------------------
http://www.acescasino.com/
-------------------------










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