EXHIBIT 10.8

                       SOFTWARE LICENSE AGREEMENT

THIS AGREEMENT is entered into this 19th day of February 2000,

BETWEEN:

     GLOBAL INTERACTIVE, with registered offices in St. Kitts, West
     Indies;(hereinafter referred to as the "Licensee")

AND

     STARNET SYSTEMS INTERNATIONAL INC. (formerly known as Softec Systems
     Caribbean Inc.) with offices at 1589 Newgate Street, St. John's
     Antigua, West Indies;     (hereinafter referred to as "SSII")

WHEREAS,

A.   Softec Systems Caribbean Inc. changed its name to Starnet Systems
     International Inc. pursuant to Section 161(2) of the International
     Business Corporations Act, Cap.222, by Special Resolution dated 19th
     day of July 1999;

B.   SSII owns rights to Internet casino software (the "Software");

C.   SSII wishes to license the Software to other companies;

D.   SSII wishes to provide a complete computer hardware and software
     package that the Licensee may use to operate an Internet gaming
     site(s); and,

E.   The Licensee wishes to license the Software and make use of SSII's
     computer hardware in order to operate an Internet gaming site(s).

NOW THEREFORE, in consideration of the premises and mutual covenants herein
set forth, the parties agree as follows:


1.   GENERAL PROVISIONS
-----------------------

1.1  DEFINITIONS


     1.1.1     "Licensed Software" shall mean a licensed data processing
               program or micro program consisting of a series or sequence

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               of signals, or instructions, statements, or fonts stored on
               any media in machine readable form, and any related licensed
               materials such as, but not limited to, graphics, flow
               charts, logic diagrams, manuals, and listing made generally
               available by SSII for use in connection with the licensed
               programs.  The Licensed Software shall consist of not more
               than 2 casinos, based on themes selected by the Licensee
               (collectively, the "Casino").  The Casino shall have various
               games of chance which includes, but are not limited to,
               blackjack, roulette, pai gow poker, video poker and slot
               machine and other games as added from time to time, based on
               a theme chosen by the Licensee, a sportsbook web site within
               the gaming site, an HTML version of the sportsbook, and a
               lottery ticket distribution web site.

     1.1.2     "Net Monthly Revenue" shall mean, for any given calendar
               month, the total amount wagered in the casino, horse track
               and the sportsbook, less winnings in the Casino, horse track
               and the sportsbook, PLUS, total sales of lottery tickets,
               less the invoiced cost for purchasing lottery tickets for
               the lottery ticket sales, PLUS, any membership fees or
               additional fees that may be charged by the Licensee that are
               not related to currency conversion or transaction processing.

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

     1.1.4     "Games" shall mean the casino style games, sportsbook,
               lottery, and pari-mutuel games that are played using the
               Licensed Software and are available from time to time.

     1.1.5     "Downloadable Software" shall mean the portion of the
               Licensed Software that must be resident on a customer's
               computer in order for the customer to access and play the Games.

     1.1.6     "Master CD" shall mean the compact disc containing the
               Downloadable Software that may be used to mass-produce
               compact discs for delivery to the Licensee's customers.

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     1.1.7     "Customer Information" shall mean all data collected and
               stored on customers including, without limiting the
               generality of the foregoing, name, address, phone and fax
               number, e-mail address, credit card numbers and expiration
               dates or information on other types of payments, amounts
               wagered and frequency of wagering.

     1.1.8     "Confidential Information" shall mean material in the
               possession of SSII which is not generally available to or
               used by others or the utility or value of which is not
               generally known or recognized as standard practice,
               including, without limitation, all financial business and
               personal data relating to SSII's clients, any non-public
               information about affiliates, subsidiaries, consultants and
               employees of SSII or its affiliates, business and marketing
               plans, strategies and methods, studies, charts, plans,
               tables and compilations of business industrial information,
               computer software and computer technology whether
               patentable, copyrightable or not, which is acquired or
               developed by or on behalf of SSII or its affiliates from
               time to time.


1.2  RIGHT TO AUDIT

     1.2.1     The Licensee shall, within reason, have the right, without
               prior notice to SSII to inspect and audit all SSII's
               business, accounting and supporting records that are
               necessary for purposes of determining SSII's compliance with
               the terms of this Agreement.  SSII shall fully co-operate
               with any independent chartered accountants or certified
               public accountants hired by the Licensee to conduct any such
               inspection or audit.  If any such inspection or audit
               discloses an under statement of less than 3% for any period,
               SSII shall pay, within ten days after receipt of the
               inspection or audit report, the sums due on account of such
               understatement with interest calculated at U.S. prime plus
               one percent.  Further, if such inspection or audit is made
               necessary by failure of SSII to furnish invoice reports or
               any other documentation as herein required, or if an
               understatement for any period is determined by such
               inspection or audit to be 3% or greater, SSII shall, on
               demand and in any event within the said ten days, in
               addition to paying the sums due

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               on account of such understatement, also reimburse for the
               cost of such inspection or audit, including without
               limitation, the charges of any independent chartered
               accountants or certified public accountants retained by the
               Licensee in connection with such audit or inspection and the
               reasonable travel expenses, room, board and compensation of
               employees of the Licensee.

     1.2.2     The Licensee's right to audit records shall only extend to
               records that date back no more than two of SSII's fiscal
               years prior to the date SSII receives notice of an impending
               audit.

1.3  INDEMNIFICATION

     1.3.1     The Licensee acknowledges and agrees that neither SSII nor
               any of its members, shareholders, directors, officers,
               employees or representatives will be liable to the Licensee
               or any of the Licensee's customers for any special,
               indirect, consequential, punitive or exemplary damages, or
               damages for loss of profits or savings, in connection with
               this Agreement, the services or the Hardware or any other
               information, material or services provided by SSII to the
               Licensee under this Agreement.  If, despite the foregoing
               limitations, SSII or any of its shareholders, directors,
               officers, employees or representatives should become liable
               to the Licensee or any other person (a "Claimant") in
               connection with this Agreement, then the maximum aggregate
               liability of SSII, its members, shareholders, directors,
               officers, employees and representatives for all such things
               and to all such parties will be limited to the lesser of the
               actual amount of loss or damage suffered by the Claimant or
               the amount of the Licensee's fees payable by the Licensee to
               SSII for the six months prior to the loss.

     1.3.2     The Licensee shall indemnify and save harmless SSII and its
               members, shareholders, directors, officers, employees,
               agents, contractors, representatives, parent company, or
               subsidiaries (together, the "Indemnified Parties") from and
               against all damages, losses, costs and expenses (including
               actual legal fees and costs), fines and liabilities incurred
               by or awarded asserted or claimed against any of the
               Indemnified Parties by any licensing or government agency

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               who licenses, regulates, or otherwise governs the licensing
               or use of Internet gambling in connection with the
               Licensee's activities under this Agreement, including claims
               brought by a person using or relying upon any advice given
               or publication produced and distributed by the Licensee.

     1.3.3     Notwithstanding anything in this Section 1.3, if SSII is
               found guilty of fraud in executing its' obligations under
               this Agreement, the Licensee shall not be responsible for
               any indemnification of the Indemnified Parties to the extent
               that the fraud has caused there to be damages.


1.4  DISRUPTIONS

     1.4.1     The Licensee acknowledges that from time to time, as a
               result of Hardware failure, supplier failures, or acts of
               God, the services provided under this Agreement by SSII can
               be temporarily disrupted.  The Licensee acknowledges and
               agrees that neither SSII nor any of its members,
               shareholders, directors, officers, employees or
               representatives will be liable to the Licensee or any of the
               Licensee's customers for any special, indirect,
               consequential, punitive or exemplary damages, or damages for
               loss of profits or savings, in connection with these
               temporary disruptions.  For the purpose of this section, if
               the services provided under this Agreement by SSII are
               temporarily disrupted for seven days within any one-month
               period, the minimum monthly fees as calculated in section
               1.7.3 shall be reduced on a pro rata basis.

     1.4.2     The Licensee acknowledges that SSII's ability to perform its
               obligations under this Agreement are subject to government
               licensing in whatever jurisdiction SSII may choose to
               operate.  SSII shall not be held liable for any damages of
               any kind whatsoever that may result from changes in
               government legislation or policy.

1.5  CONDITIONS OF LICENSE

     This license is granted under the following conditions:

     1.5.1     The Licensee acknowledges that its rights in and to the
               Licensed Software may not be assigned, licensed or

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               otherwise transferred by operation of law without the prior
               written consent of SSII.  Violation of this section is
               grounds for immediate termination of this Agreement.  SSII
               will not withhold its consent to the Licensee's requests to
               sub-license the Licensed Software to a third party subject
               to the following obligations of the Licensee and limitations
               of SSII:

               A. that the Licensee will have first provided SSII with a
               copy of its draft sub-licensing agreement with the proposed
               sub-licensee (the "Sublicensee"), such agreement must
               contain the following provisions (the "Sub-licensing
               Agreement"):

                    1. that Licensee is responsible for all communication
                    with the Sublicensee and SSII will have no
                    responsibility in this regard;

                    2. the Sublicensee shall obtain no rights in the
                    Licensed Software other than those specifically granted
                    in the Sub-licensing Agreement;

                    3. that the Licensed Software is the sole property of
                    SSII, and that Licensee has only the specific rights to
                    sub-license that are granted to it under this
                    Agreement; and,

                    4. that the cost of any upgrades to the Licensed
                    Software that are sublicensed to the Sublicensee will
                    be borne by the Licensee.

     1.5.2     Copyright, trademarks and other proprietary rights of SSII
               (SSII's Intellectual Property) protect the Licensed
               Software.  The Licensee may be held directly responsible for
               acts relating to the Licensed Software which are not
               authorized by this Agreement.

     1.5.3     All right, title and interest in and to SSII's Intellectual
               Property to the Licensed Software, and any copies thereof,
               and all documentation, code and logic, which describes
               and/or comprises the Licensed Software remains the sole
               property of SSII.

     1.5.4     SSII shall not be responsible for failure of performance of
               this Agreement due to causes beyond its control, including,

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               but not limited to, work stoppages, fires, civil
               disobedience, riots, rebellions, acts of God, and similar
               occurrences.

     1.5.5     The sportsbook "format" shall remain standard, and will not
               be materially altered from SSII's standard sportsbook
               facilities.  Format shall refer to the tabular presentation
               of the sports information making up the sportsbook look and
               feel and shall not include the graphics that may be added in
               order to personalize it.

     1.5.6     The Licensee acknowledges that this is a non-exclusive
               agreement and that SSII will license the Licensed Software
               to as many other parties as are willing to enter into a
               licensing agreement with SSII.

     1.5.7     The Licensee shall be responsible for ensuring that they are
               operating the Licensed Software in compliance with any and
               all applicable state, provincial, national, and
               international laws.

     1.5.8     The Licensee shall provide SSII with all documentation
               necessary to show that the Licensee has obtained any and all
               necessary licenses in order to operate an Internet casino
               and/or Sportsbook.

     1.5.9     It is the policy of SSII to prevent the use of the Licensed
               Software for use as a "money laundering" vehicle.  The
               Licensee warrants that they will undertake all reasonable
               efforts to prevent persons from using the Licensed Software
               for use as a money-laundering vehicle.  If it is revealed
               that the Licensee is purposely allowing or is willfully
               blind to money laundering, SSII may terminate this agreement
               without notice.


1.6  TERM AND TERMINATION

     1.6.1     This Agreement shall commence and be deemed effective on the
               date when fully executed (the "Effective Date").  This
               Agreement is in effect for a period of three-years and five
               months (the "Term") and shall be automatically renewed
               indefinitely with additional one year terms unless the
               Licensee gives written notice of termination of this

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               Agreement at least 45 days prior to the end of any one year
               period.

     1.6.2     SSII may terminate this Agreement by giving written notice
               to the Licensee at least six months prior to the end of any
               one year term provided, however, SSII shall not give notice
               of termination in the first term of this Agreement.

     1.6.3     SSII may terminate this Agreement at any time upon five days
               notice if the Licensee is more than 30 days in arrears in
               paying any material monthly fees due and owing to SSII.  The
               Licensee shall be allowed to cure the breach during the
               notice period, thus pre-empting SSII's ability to terminate
               this Agreement in accordance with this section.  The arrears
               contemplated in this section must be of a material amount
               for this section to be used by SSII.  For the purposes of
               this section, material shall mean anything greater than 5%
               of the previous month's fees.

     1.6.4     SSII may terminate this Agreement at any time upon five days
               notice if the Licensee becomes bankrupt or insolvent or
               ceases carrying on business for any reason.

     1.6.5     The Licensee may terminate this Agreement at any time upon
               five days notice if SSII becomes bankrupt or insolvent or
               ceases carrying on business for any reason.

     1.6.6     The Licensee may, inter alia, terminate this Agreement at
               any time upon five days notice if SSII is materially in
               breach of this Agreement for more than 30 days.  SSII shall
               be allowed to cure the breach during the notice period, thus
               pre-empting the Licensee's ability to terminate this
               Agreement in accordance with this section.

     1.6.7     SSII may terminate this Agreement at any time upon five days
               notice if SSII, or any of its principals, officers or
               Directors becomes the subject of third party civil or
               criminal litigation as a result of the Licensee's operations
               under this Agreement.  The litigation contemplated herein
               must be material, and found to be of a serious nature by
               independent legal counsel.

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     1.6.8     Upon termination of this Agreement, the Licensee shall
               immediately return to SSII any and all of SSII's materials
               which SSII has a proprietary right in that are in the
               Licensee's possession and/or in the possession of the
               Licensee's agents, servants and employees.

     1.6.9     Upon termination of this Agreement, all Customer Information
               shall be given to the Licensee and SSII shall not make use
               of or disclose any Customer Information to any third party.

     1.6.10    Upon termination of this Agreement for any reason, any
               security given by the Licensee shall be returned to the
               Licensee within thirty days of termination, provided however
               that if there are any outstanding invoiced amounts (as per
               section 1.5.7) against the Licensee, sufficient security
               shall be retained in order to pay for those claims.


1.7  REMUNERATION

     1.71      The Licensee shall pay to SSII a monthly fee based on a
               percentage of the Net Monthly Revenue or a minimum of
               $25,000.  The fee shall be paid in accordance with Schedule
               A of this Agreement.  The fees shall commence when the
               Licensee accepts a wager utilizing the Licensed Software.

     1.7.2     All monthly payments shall be delivered to SSII by the 15th
               of each month in payment for the previous month's activity.


1.8  CONFIDENTIALITY

     1.8.1     The Licensee shall not disclose, publish, or disseminate
               Confidential Information to anyone other than those of its
               employees or others with a need to know, and the Licensee
               agrees to take reasonable precautions to prevent any
               unauthorized use, disclosure, publication, or dissemination
               of Confidential Information.  The Licensee agrees not to use
               Confidential Information otherwise for its own or any third
               party's benefit without the prior written approval of an
               authorized representative of SSII in each instance.

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     1.8.2     SSII shall not disclose, publish, or disseminate Customer
               Information to anyone other than those of its employees with
               a need to know, and SSII agrees to take reasonable
               precautions to prevent any unauthorized use, disclosure,
               publication, or dissemination of Customer Information.  SSII
               agrees not to use Customer Information otherwise for its own
               or any third party's benefit without the prior written
               approval of an authorized representative of the Licensee in
               each instance.

     1.8.3     All Confidential Information, and any Derivatives thereof
               whether created by SSII or the Licensee, remains the
               property of SSII and no license or other rights to
               Confidential  information is granted or implied hereby.  For
               purposes of this Agreement, "Derivatives" shall mean: (a)
               for copyrightable or copyrighted material, any translation,
               abridgement, revision or other form in which an existing
               work may be recast, transformed or adapted; (b) for
               patentable or patented material, any improvement thereon;
               and (c) for material which is protected by trade secret, any
               new material derived from such existing trade secret
               material, including new material which may be protected by
               copyright, patent and/or trade secret.

     1.8.4     Notwithstanding anything in this Section 1.8, SSII shall be
               allowed to use Customer Information for the purpose of
               fulfilling its reporting obligations as a public company.
               SSII shall also be allowed to use Customer Information in a
               statistical form so long as it does not identify individuals
               or specific companies.

     1.8.5     The Licensee shall not disclose the contents of this
               Agreement to any third party who is not bound to maintain
               confidentiality between the parties.  The Licensee
               acknowledges that disclosure of the terms of this Agreement
               to third parties would cause considerable damage to SSII and
               its parent company, Starnet Communications International Inc.


2.1       OBLIGATIONS OF THE LICENSOR

A.        HARDWARE

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     2.1.1     SSII shall supply the Hardware as defined in this Agreement.

     2.1.2     SSII shall maintain the Hardware and pay all costs for
               maintaining and/or upgrading the Hardware.

     2.1.3     SSII shall supply the office space required to house the
               Hardware.

     2.1.4     The Hardware shall, at all times, remain the property of
               SSII.

     2.1.5     SSII shall supply an appropriate connection to the Internet
               with sufficient bandwidth to properly operate the Licensed
               Software.  The Licensee shall pay for all bandwidth
               associated only with those customers that are not playing
               the Games using real money and for the downloading of the
               Licensed Software via the Internet, and for any related
               marketing via the Internet.  Bandwidth shall be charged to
               the Licensee at market rates, which in this instance shall
               be SSII's cost.

     2.1.6     SSII shall not be required to maintain a redundant site.

     2.1.7     SSII shall make all reasonable efforts to repair and correct
               any problems arising under SSII's areas of responsibility
               that may arise from time to time which would cause it to be
               unable to perform its' obligations under this Agreement (see
               section 1.5.4).

     2.1.8     SSII shall notify the Licensee of any problems that may
               arise from time to time and shall keep the Licensee apprised
               of any efforts undertaken to rectify the problem.

     2.1.9     The Hardware shall be located only in places where Internet
               gambling may be operated legally and where the Licensee has
               obtained all necessary licenses to conduct online gaming.

2.2  THE LICENSED SOFTWARE

     2.2.1     SSII shall install the Licensed Software on the Hardware.

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     2.2.2     SSII shall allow all of the Licensee's (and sub-licensee's)
               customers and all persons who seek to be licensee's
               customers Internet access to the Licensed Software.

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

     2.2.4     SSII shall supply to the Licensee a single Master CD
               containing the Downloadable Software. Master CDs for Sub-
               licensees will be provided for an additional fee of $100 each.

     2.2.5     SSII may from time to time, at its discretion, create
               additional games, which can be added to the Licensed
               Software.  If additional games become available, the
               Licensee may request to have the additional games added to
               the Licensed Software at no additional licensing cost to the
               Licensee.

     2.2.6     SSII may from time to time, at its discretion, translate
               part or all of the Games into other languages, which can be
               added to the Licensed Software.  If additional languages
               become available, the Licensee may request to have the
               additional languages added to the Licensed Software at no
               cost to the Licensee.

     2.2.7     Notwithstanding anything stated in this section 2.2, any
               changes requested by the Licensee to be made to the graphics
               portion of the Licensed Software, shall be charged to the
               Licensee at market rates, which in this instance shall be
               SSII's cost.

     2.2.8     Notwithstanding anything stated in this Section 2.2, any
               changes made to the Master CD at the Licensee's request will
               be billed to the Licensee at market rates, plus a $100.00
               U.S. administration fee.  SSII retains the right to refuse
               to make the requested changes.

     2.2.9     SSII shall only be required to provide the Licensed Software
               in the English language and other language that becomes
               available.

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     2.2.10    SSII will provide all upgrades of the Licensed Software that
               do not require changes to the graphical interface, at no
               charge to the Licensee.

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

     2.2.12    The Licensee may operate the Casino on as many separate URLs
               as the Licensee wants, with no additional licensing fee to
               be paid.

     2.2.13    SSII warrants that the Licensed Software correctly
               implements algorithms, which are in accordance with the
               rules and payouts, which may be displayed on the screen at
               any time by the player.  Pseudo-random numbers used by the
               software for the purposes of choosing game outcomes and
               shuffling cards are generated in an unbiased manner.


2.3  FINANCIAL TRANSACTIONS

     2.3.1     SSII shall provide a transaction processing system that will
               allow the Licensee's customers to deposit funds for use of
               the Games (the "Transaction Processing System").  The
               Licensee's customers will be able to deposit funds via the
               Internet through the use of Visa, Master Card, and/or
               American Express credit cards.  Other methods of payment may
               be made available from time to time at SSII's discretion, at
               a cost to the Licensee to be agreed upon at the time.

     2.3.2     SSII shall only be responsible for processing credit card
               debits and credits for which the Licensee holds the
               appropriate merchant number accounts.

     2.3.3     The Licensee shall be responsible for all aspects of
               collecting and paying funds, in accordance with this
               Agreement.

     2.3.4     The Licensee shall have no rights whatsoever in the
               Transaction Processing System.


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2.4  TECHNICAL SUPPORT

     2.4.1     SSII shall supply 24-hour 7-days per week technical support
               for the Licensee's customers, Sub-licensee's customers and
               for the Licensee.

     2.4.2     SSII shall make the Technical support available via the
               Internet and via toll free telephone lines.

     2.4.3     SSII shall determine the number of people acting as
               technical support and the number of incoming telephone lines
               for technical support in its absolute discretion.

     2.4.4     Technical support offered via the telephone shall be in
               English language and other languages that become available,
               including Chinese (mandarin).  Technical support offered via
               the Internet shall be in all languages in which the Licensed
               Software is available.


2.5  ACCOUNTING

     2.5.1     SSII shall maintain records of all transactions and wagers
               placed utilizing the Licensed Software.

     2.5.2     No fees are payable for regular accounting information
               provided to the Licensee for the purpose of calculating Net
               Revenue.

     2.5.3     SSII shall supply a complete accounting record, as defined
               by SSII from time to time, of the previous month's activity
               relating to the Licensed Software within ten working days of
               the end of each month.  The accounting records shall be
               delivered either by facsimile or by e-mail.

     2.5.4     SSII shall provide daily interim accounting reports, as
               defined by SSII from time to time. The daily interim
               accounting records shall be delivered either by facsimile or
               by e-mail.

     2.5.5     SSII shall have the right to utilize the accounting
               information for statistical and reporting purposes provided
               specific information about the Licensee is not disclosed.

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     2.5.6     SSII shall archive and maintain the accounting information
               for a period of 2 fiscal years.

     2.5.7     SSII, at its discretion, may destroy any portion of the
               accounting information that SSII deems to be no longer
               relevant.

     2.5.8     The Licensee shall be given thirty days written notice prior
               to the destruction of any accounting information.  The
               Licensee may choose to archive information about to be
               destroyed, at its own facilities.

     2.59      SII shall supply to the Licensee for the term of this
               Agreement, software that will allow the Licensee to track
               customers that have been referred by other web sites
               (Partner's Program).


2.6  CUSTOMER DATA

     2.6.1     SSII shall maintain a database containing the Customer
               Information.

     2.6.2     The Customer Information shall remain the sole and exclusive
               property of the Licensee.

     2.6.3     SSII shall provide daily interim Customer Information
               reports, as defined by SSII from time to time.

     2.6.4     The Licensee shall pay no fees for additional Customer
               Information, provided that such requests are reasonable.
               Administration fees shall be paid out at market prices.

     2.6.5     SSII shall have the right to utilize the Customer
               Information for any purpose that does not conflict with the
               Licensee's marketing of the Licensed Software.  Under no
               circumstances shall SSII utilize the Customer Information in
               the marketing of any gaming site being operated by a
               subsidiary of Starnet Communications International Inc.,
               SSII's parent company.

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

     2.6.7     SSII, in its discretion, may destroy any portion of the
               Customer Information that SSII deems to be no longer
               relevant.

     2.6.8     The Licensee shall be given thirty days written notice prior
               to the destruction of any Customer Information.  The
               Licensee may choose to archive information about to be
               destroyed, at its own facilities.


2.7  THE GAMES

     2.7.1     The lottery tickets and play options available in the
               lottery web site shall be determined from time to time by
               SSII in its sole discretion.

     2.7.2     SSII shall determine the odds for the casino from time to
               time.  The Licensee shall be responsible for setting the
               odds for the sportsbook and the HTML sportsbook, from time
               to time, in its sole discretion.

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

     2.7.4     The Licensee, in its sole discretion, shall determine the
               betting limits for the Games.  The Licensee may choose zero
               as a betting limit.

     2.7.5     SSII shall determine the games available in the casino and
               both versions of the sportsbook, from time to time, in its
               sole discretion.

     2.7.6     SSII shall determine the lottery tickets available in the
               casino as well as the forms of play, from time to time, in
               its sole discretion.

     2.7.7     SSII shall only supply the Games that the Licensee has
               appropriate licenses to operate.

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3.1       OBLIGATIONS OF THE LICENSEE

     A.   LICENSES

     3.1.1     The Licensee shall be responsible for obtaining and
               maintaining all necessary licenses for the operation of an
               Internet Casino and an Internet Sportsbook operation.


                    A.   MERCHANT NUMBERS

     i.                  The Licensee shall be responsible for obtaining
               and maintaining appropriate merchant numbers for the
               processing of Visa, Master Card and American Express credit
               cards and any other credit card the Licensee may obtain
               merchant numbers for (the "Merchant Numbers").

     ii.                 Notwithstanding that from time to time, SSII may
               make merchant numbers available to the Licensee through
               another subsidiary of Starnet Communications International
               Inc. ("SCII"), neither SSII nor SCII, nor any other
               subsidiary of SCII shall be responsible for maintaining or
               continuing to provide merchant numbers.


3.3  MARKETING

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

     3.3.2     The Licensee shall spend on a monthly basis, a minimum of
               15% of the previous month's Net Revenue on marketing and
               promoting the Licensee's gaming site.

     3.3.3     SSII is not responsible for tracking or maintaining any
               records or data with respect to marketing.  The Licensee
               shall be allowed access to the Hardware for the purpose of
               tracking and maintaining marketing data.

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     3.3.4     The Licensor shall be responsible for all aspects of
               customer service, with the exception of paying out winnings
               (provided that the Licensee has and is using its own credit
               card merchant accounts).

3.4  DISTRIBUTION OF SOFTWARE

     3.4.1     The Licensee shall be responsible for the production and
               distribution of compact discs containing the Downloadable
               Software.

     3.4.2     The Licensee shall not alter the Licensed Software as
               supplied on the Master CD in any way.

     3.4.3     The Licensee shall ensure that the packaging for the
               Licensed Software, the entry web page for the casino and
               sportsbook, as well on any compact disks containing the
               Licensed Software, shall display all proprietary rights
               symbols such as Copyright and Trademark, as supplied by SSII
               (the "Symbols").  The Symbols shall be of the exact same
               size and font as supplied by SSII.

3.5  REGULATORY ISSUES

     3.5.1     The Licensee shall be solely responsible for determining
               which jurisdictions they choose to market to and receive
               wagers from.

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

     3.5.3     The Licensee shall indemnify SSII for any reasonable legal
               costs, and fines that arise as a result of the Licensee
               choosing to accept wagers from any jurisdiction that
               determines or has determined that Internet wagering is illegal.

3.6  THE WEB SITE

     3.6.1     The Licensee shall construct and maintain the entire web
               site(s) where the Downloadable Software is to be made
               available to the Licensee's customers (the "Web Sites").

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

     3.6.3     The Licensee shall ensure that the Web Sites shall display
               a statement that the software is licensed, as well as all
               proprietary rights symbols such as Copyright and Trademark,
               as supplied by SSII (the "Symbols").  The Symbols shall be
               of the exact same size and font as supplied by SSII.

     3.6.4     The Licensee shall have the right to add as many URL's that
               are dedicated solely to the promotion of the Licensee's
               gaming site as the Licensee deems necessary.

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

     3.6.6     If requested, SSII shall construct and maintain any and all
               additional web sites the Licensee deems necessary for the
               marketing of the Licensed Software.  All work done to build
               additional web sites shall be charged to the Licensee at
               market rates.

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

     3.6.8     The Licensee shall include in their Terms and Conditions of
               Play for the Licensed Software the Terms and Conditions that
               are recommended by SSII.  The Licensee may embellish or add
               to these Terms and Conditions.  If the Licensee does not
               implement the minimum required Terms and Conditions, in so
               far as the Terms and Conditions would have protected the
               Licensee, SSII shall not be responsible to the Licensee,
               notwithstanding anything in this Agreement.

4    STANDARD CLAUSES
---------------------

4.1  NOTICES

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     Unless otherwise provided in this Agreement, any notice provided for
     under this Agreement shall be in writing and shall be sufficiently
     given if delivered personally, or if transmitted by facsimile with an
     original signed copy delivered personally within twenty-four hours
     thereafter, or mailed by prepaid registered post addressed to SSII at
     their respective addresses set forth below or at such other than
     current address as is specified by notice.



          To SSII:                 Newgate Street
                                   P.O. Box 1589
                                   St. John's, Antigua, WI
                                   Attention:  General Counsel
                                   Fax:  (268) 480-1656


          To the Licensee:         Global Interactive
                                   Orion House
                                   Wellington Road
                                   Basseterre, St. Kitts, WI


4.2  ENTIRE AGREEMENT AND SCHEDULES

     The parties agree that this Agreement and its Schedule, if any,
     constitute the complete and exclusive statement of the terms and
     conditions between the Licensee and SSII covering the performance
     hereof and cannot be altered, amended or modified except in writing
     executed by an authorized representative of each party.  The Licensee
     further agrees that any terms and conditions of any purchaser order or
     other instrument issued by the Licensee in connection with this
     Agreement which are in addition or inconsistent with the terms and
     conditions of this Agreement shall not be binding on SSII and shall
     not apply to this Agreement.


4.3  GOVERNING LAW AND ARBITRATION

     Any dispute in connection with this Agreement shall be settled by
     arbitration in accordance with any Arbitration Act agreed upon between
     the parties; provided, however, should any dispute arise under this
     Agreement, the parties shall endeavor to settle such

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     dispute amicably between themselves.  In the event that the parties
     fail to agree upon an amicable solution, such dispute shall be finally
     determined by arbitration as aforesaid.


4.4  GOOD FAITH

     The parties acknowledge to one another that each respectively intends
     to perform its obligations as specified in this Agreement in good faith.


4.5  PARTIES TO ACT REASONABLY

     The parties agree to act reasonably in exercising any discretion,
     judgment, approval or extension of time that may be required to affect
     the purpose and intent of this Agreement.  Whenever the approval or
     consent of a party is required under this Agreement, such consent
     shall not be unreasonably withheld or delayed.


4.6  GOVERNING LAW

     This agreement and all Schedules shall be governed by and construed in
     accordance with the laws of the Country of Antigua, and the Licensee
     hereby attorns to the jurisdiction of the courts of Antigua
     notwithstanding any other provision expressed or implied in either
     this agreement or the Schedules.


4.7  TIME TO BE OF THE ESSENCE

     Time is of the essence.


4.8  NUMBER AND GENDER

     In this Agreement the use of the singular number includes the plural
     and vice versa the use of any gender includes all genders, and the
     word "person" includes an individual, a trust, a partnership, a body
     corporate and politic, an association and any other incorporated or
     unincorporated organization or entity.

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4.9  CAPTIONS

     Captions or descriptive words at the commencement of the various
     sections are inserted only for convenience and are in no way to be
     construed as a part of this Agreement or as a limitation upon the
     scope of the particular section to which they refer.


4.10 NON-ASSIGNABILITY

     This Agreement is personal to the Licensee, except as provided in S.
     4.11, and the Licensee may not assign or transfer any of its rights or
     obligations under this Agreement without the prior written consent or
     SSII.


4.11 BENEFIT

     This Agreement shall enure to the benefit of and be binding upon the
     Licensee, its successors and assigns.  The Licensee may delegate the
     performance of any of its obligations hereunder to any corporation
     which controls, is controlled by or is under common control with the
     Licensee.


4.12 WAIVER

     No condoning, excusing or waiver by any party hereto of any default,
     breach of non-observance by any other party hereto, at any time or
     times with respect to any covenants or conditions herein contained,
     shall operate as a waiver of that party's rights hereunder with
     respect to any continuing or subsequent default, breach or
     nonobservance, and no waiver shall be inferred from or implied by any
     failure to exercise any rights by the party having those rights.


4.13 FURTHER ASSURANCE

     Each of the parties hereto hereby covenants and agrees to execute such
     further and other documents and instruments and to do such further and
     other things as may be necessary to implement and carry out the intent
     of this Agreement.

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4.14 CUMULATIVE RIGHTS

     All rights and remedies of SSII are cumulative and are in addition to
     and shall not be deemed to exclude any other rights or remedies
     allowed by law except as specifically limited hereby.  All rights and
     remedies may be exercised concurrently.


4.15 PRIOR AGREEMENTS

     Except as specifically provided for herein, this Agreement, including
     its Schedules, contains all of the terms agreed upon by the parties
     with respect to the subject matter herein and supersedes all prior
     agreements, arrangements and understandings with respect thereto,
     whether oral or written.


4.16 SEVERABILITY

     If any part of this Agreement is unenforceable because of any rule of
     law or public policy, such unenforceable provision shall be severed
     from this Agreement, and this severance shall not affect the remainder
     of this Agreement.


4.17 NO PARTNERSHIP

     Notwithstanding anything in this Agreement, no part of this Agreement,
     nor the Agreement as a whole shall be construed as creating a
     partnership or agency relationship between the parties.  If any part
     of this Agreement should become construed as forming a partnership or
     agency relationship, that part shall be amended such that no
     partnership or agency relationship is created, but that part achieves
     what it was originally intended to achieve.


4.18 DOLLAR AMOUNTS

     All references to money or specific dollar amounts in this Agreement
     are in United States Dollars.

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4.19 INTERPRETATION

     In the interpretation of this Agreement or any provision hereof, no
     inference shall be drawn in favor of or against any party by virtue of
     the fact that one party or its agents may have drafted this Agreement
     or such provision.



STARNET SYSTEMS INTERNATIONAL INC.


Per:   __________________________  Per:   _________________________


Name:  __________________________  Name:  _________________________

Title: __________________________  Title: _________________________



GLOBAL INTERACTIVE


Per:   __________________________


Name:  __________________________

Title: __________________________



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