10-Q





                                                                    EXHIBIT 10.2







                                                   PROPRIETARY AND CONFIDENTIAL

                     SOFTWARE LICENSE AND SERVICES AGREEMENT

DATED AUGUST 6, 2008

PARTIES

1           PLAYTECH     PLAYTECH SOFTWARE LIMITED whose registered office is at
                         Trident Chambers, Road Town, Tortola, British Virgin
                         Islands.

2           LICENSEE     ZONE 4 PLAY, INC (company number 850077188) whose
                         registered office is at 103 Foulk Rd., Wlmington, DE
                         19803, USA.

WHEREAS,    Playtech has entered into an Intellectual Property and Technology
            Purchase Agreement, dated August 6, 2008 with MixTV LTD, according
            to which Playtech shall become the owner of certain products for
            online and TV based gaming activities, which Licensee has been
            licensed to utilize by MixTV LTD since _______; and

WHEREAS,    Licensee has informed Playtech that it owns 50% of a sublicensee, by
            the name of Two Way Gaming Limited, with a valid license to operate
            and to sub license online and TV based gaming activities such as
            casino, poker, P2P games, bingo and the like ("TWG"); and

WHEREAS,    Licensee desires to acquire a license to provide TWG the right to
            utilize and sub license such products for its business, and Playtech
            is willing to grant Licensee such license, on the terms and subject
            to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual obligations and undertakings
contained herein, and subject to the terms hereinafter set forth, the parties
hereto agree as follows:

1.   DEFINITIONS AND INTERPRETATION

     1.1. In this Agreement, the following terms shall have the following
          meanings:

          1.1.1. "AGREEMENT" means this Agreement, together with all of its
               Schedules.

          1.1.2. "APPLICABLE LAW" means all laws of any jurisdiction that are
               applicable to this Agreement, to any of the parties hereto or to
               any activity of any of the parties hereto, as amended and in
               force from time to time, and the rules, regulations, orders,
               licenses or permits issued thereunder, including, without
               limitation, any rules, regulations, orders, licenses and permits
               of any Competent Authority.








          1.1.3. "BUSINESS DAY" means any day which is not a Saturday, Sunday or
               a public or bank holiday in the Isle of Man.

          1.1.4. "COMMENCEMENT DATE" means the date set out at the beginning of
               this Agreement.

          1.1.5. "COMPETENT AUTHORITY" means any governmental, judicial or
               regulatory authority having jurisdiction over this Agreement, any
               of the parties hereto or any activity of any of the parties
               hereto.

          1.1.6. "END USER" means a player who participates in the gaming
               activities of the Online Gaming System.

          1.1.7. "GROUP" means, in respect of a party, the holding company of
               that company, together with every subsidiary of that holding
               company at the date of this agreement; a company is a
               "SUBSIDIARY" of another company, its "HOLDINGS COMPANY", if the
               other company (i) holds a majority of voting rights in it; (ii)
               is a member of it and has the right to appoint or remove a
               majority of its board of directors; or (iii) is a member of it
               and controls, pursuant to an agreement with other shareholders or
               members, a majority of the voting rights in it or the right to
               appoint or remove a majority of its board of directors.

          1.1.8. "INTELLECTUAL PROPERTY RIGHTS" means any and all intellectual
               property rights, of all types or nature whatsoever, including,
               without limitation, patent, copyright, design rights, trade
               marks, data base rights, applications for any of the above, moral
               rights, know-how, trade secrets, domain names, URL, trade names
               or any other intellectual or industrial property rights (and any
               licenses in connection with any of the same), whether or not
               registered or capable of registration, and whether subsisting in
               any specific country or countries or any other part of the world.

          1.1.9. "LICENSE" means the license granted under Section 2 hereof,
               subject to the terms and condition herein.


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          1.1.10. "LICENSE AND SERVICE FEES" means the payments that Licensee
               must pay to Playtech hereunder, as described in SCHEDULE 2
               hereto.

          1.1.11. "LICENSE TERM" means the period during which the License
               hereunder is in full force and effect.

          1.1.12. "LICENSED PRODUCTS" means TV and on-line gaming technologies,
               as described in SCHEDULE 1 hereto;

          1.1.13. "ONLINE GAMING SYSTEM" means the Licensee's gaming system and
               related services, using the Licensed Products pursuant to the
               rights granted, and subject to the conditions set forth, in this
               Agreement.

          1.1.14. "SPECIFICATIONS" means the specifications of the Licensed
               Products, as set out in SCHEDULE 1.

     1.2. In this Agreement, unless otherwise specified, any reference to:

          1.2.1. a statute or statutory provision includes a reference to the
               statute or statutory provision as modified or re-enacted, or
               both, from time to time, and to any subordinate legislation made
               under it;

          1.2.2. sections, schedules and/or parties is to sections of and
               schedules and/or parties to this Agreement, respectively;

          1.2.3. a document is a reference to the document as from time to time
               supplemented, modified or amended;

          1.2.4. the singular includes the plural and vice versa, and the
               masculine includes the feminine and the neuter genders and vice
               versa;

          1.2.5. a person includes natural persons, firms, partnerships,
               companies, corporations, associations, organizations,
               governments, states, governmental or state agencies, foundations
               and trusts (in each case whether or not having separate legal
               personality); and

          1.2.6. writing includes fax transmission, but excludes email, SMS and
               similar means of communication.


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     1.3. In this Agreement, any phrase introduced by the words INCLUDE,
          INCLUDING, INCLUDES and SUCH AS are to be construed as illustrative,
          and shall not limit the sense of the words preceding those words.

     1.4. The schedules form an integral part of this Agreement. In the event of
          any conflict or inconsistency between this Agreement, excluding the
          Schedules, and any of the Schedules, the provisions of this Agreement,
          excluding the Schedules, shall prevail.

     1.5. The division of this Agreement to Sections and sub-Sections, and the
          headings used in this Agreement, are for convenience only, and shall
          not affect the interpretation of this Agreement.

2.   GRANT OF LICENSE; RESERVATION OF RIGHTS

     2.1. Subject to the terms of this Agreement, including payment of all
          License and Service Fees, Playtech grants to Licensee, and Licensee
          hereby accepts the right to sublicense to TWG a limited, personal and
          non-transferable, non-exclusive, license to be used in the Territory
          only (the "LICENSE"), valid only during the License Term, to use the
          Licensed Products.

          For purposes hereof, "TERRITORY" means every jurisdiction in which
          gambling is authorized and regulated, provided that Licensee holds a
          valid license to operate the Licensed Products in such jurisdiction.

     2.2. Licensee hereby acknowledges and agrees that Playtech owns solely and
          exclusively, or is duly licensed to use, any and all right, title and
          interest in and to the Licensed Products, including any other
          modification, enhancement, adaptation, translation or other change of
          or addition to the Licensed Products, even if developed by Playtech
          based on ideas, suggestions, specifications, demands or proposals by
          Licensee, End Users of Licensee, or any other third party. Licensee
          irrevocably assigns to Playtech, and shall procure an identical
          assignment from any End Users, all right, title, and interest it or
          its End Users may have or may acquire in and to all such rights,
          including, without limitation, patent, copyright, trademark, trade
          secret or know how. Licensee shall procure an identical agreement from
          its End Users, to sign and deliver to Playtech such other documents as
          Playtech considers desirable to evidence or effect the assignment of
          all of the aforesaid rights to Playtech and Playtech's ownership of
          such rights. Licensee shall not, directly or indirectly, attempt to
          invalidate for any reason whatsoever, or assert, or assist the
          assertion by others, that the rights, title or interest in the
          Licensed Products belong to any third party other than Playtech, or
          that they infringe the Intellectual Property Rights of others.


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     2.3. Playtech reserves any and all rights not expressly granted in Section
          2.1 above, including, without limitation, any and all rights to the
          source code of the Licensed Products, modification rights, translation
          rights, rental rights or any other rights. Further, nothing in this
          Agreement shall be construed to confer any rights upon Licensee or any
          third party by implication, estoppel, or otherwise as to any
          Intellectual Property Rights of Playtech, except as specifically
          stated in Section 2.1 above. Without limiting the generality of the
          aforesaid, except as expressly permitted by this Agreement, or
          specifically authorized in writing and in advance by Playtech,
          Licensee shall not, nor permit others to:

          2.3.1. use, copy, modify, create derivative works from or distribute
               the Licensed Products, any part of it, or any copy, adaptation,
               transcription, or merged portion of it;

          2.3.2. decode, reverse engineer, disassemble, decompile or otherwise
               translate or convert the Licensed Products or any part of it;

          2.3.3. transfer, loan, lease, assign, rent, or otherwise sublicense
               the Licensed Products;

          2.3.4. remove any copyright, proprietary or similar notices from the
               Licensed Products (or any copies of it);

          2.3.5. operate the Licensed Products or any part of it for the benefit
               of or on behalf of any third party, including by way of
               application service provider services, internet service provider
               services, timesharing arrangements, outsourcing services or
               bureau services; or

     2.4. Notwithstanding Section 2.1, TWG may sublicense the right to use the
          Licensed Products, to approved third parties which are (i) detailed in
          Schedule 3; or (ii) for whom Licensee shall receive in advance
          Playtech's written consent; ("APPROVED SUBLICENSEES"), provided that:

          2.4.1. the Approved Sublicensees shall be entitled to use the Licensed
               Products solely for the benefit of Licensee, and only to the
               extent that Licensee itself is entitled to use the Licensed
               Products;


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          2.4.2. The Approved Sublicensees shall undertake in writing, towards
               Licensee and Playtech, to comply with all the provisions of this
               Agreement applying to Licensee;

          2.4.3. Licensee shall procure that the Approved Sublicensees comply
               with all the terms of this Agreement, and Licensee shall be
               liable to Playtech for any breach by the Approved Sublicensees of
               any term of this Agreement.

3.   SUPPORT AND SERVICES

During the License Term, Playtech shall provide to Licensee the services as
described in Schedule 4 hereto. Playtech is aware that the Licensee may request
from Playtech development of certain games, provided that any such request shall
first be reviewed by Playtech, and subject to Playtech sole commercial
discretion which shall be made in good faith, Playtech shall make commercial
endeavors to provide such games in the future in the following manner: should
the Licensee require development of specific customized games to be performed by
Playtech, and Playtech shall review and decide at its sole discretion that it is
executable and commercial to develop such game, then the parties shall negotiate
in good faith the possible terms on which such development work shall be carried
out ("NEW GAME"). Playtech has agreed to develop the following games: video
roulette (automated roulette based on existing mechanism incorporating
pre-recorded video of presenters); Live Studio BJ (TV broadcast application,
Broadband streaming application, automated application); and Live Studio Bingo
(TV broadcast application, Broadband streaming application, automated
application).

4.   WEBSITE DESIGN AND OPERATION; CERTAIN UNDERTAKINGS OF LICENSEE

     4.1. The use and implementation in the Licensed Products of Licensee's
          Designs and Licensee's IP are and shall always be at the sole and
          absolute responsibility of Licensee. Licensee warrants to Playtech
          that Licensee's Designs and Licensee's IP do not infringe any
          Intellectual Property Rights of any third party.


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     4.2. Licensee shall be solely responsible for the management and
          maintenance of the Licensed Products activity (including all "back
          office" activity), including all actions or omissions of Licensee, its
          employees or any other third party participating in the activities,
          including Licensee's customers. Licensee is aware of the legal issues
          relating to the operation of online gambling sites, and understands
          that Playtech is not warranting in any way or manner that the use of
          the Licensed Products for the purposes of gambling, as such term is
          commonly understood in the industry, is legal in any jurisdiction.
          Licensee undertakes to examine the legality of its operations in the
          Territory and to operate only in compliance with all Applicable Laws
          and orders of the Competent Authorities. Licensee further warrants and
          undertakes to Playtech that it has obtained and will during the
          License Term maintain, at its own expense, any and all permits,
          consents, licenses and authorizations which may be necessary for
          Licensee's promotion and operation of the Licensed Products, and that
          Licensee alone is, and shall at all times be and remain fully and
          exclusively responsible for the operation of the gaming activities in
          accordance with all Applicable Laws and orders of all Competent
          Authorities.

     4.3. Licensee shall make its best efforts in accordance with good
          information technology industry practice to prevent unauthorized use
          or disclosure of the Licensed Products, or any potential or actual
          risk of damage to the Licensed Products. For the purposes of this
          Section, "good information technology industry practice" means using
          such standards, practices, methods and procedures and exercising such
          degree of skill and care, diligence, prudence and foresight, which
          would in each case reasonably and ordinarily be expected from a
          skilled and experienced person in the information technology industry
          in the same or similar circumstances.

     4.4. Licensee shall be solely responsible for any payments due to
          End-Users, or any other third party, resulting from the use of the
          Licensed Products, including with respect to any payments made as a
          result or in connection with a Defect (as such term is defined in
          Section 7.1).

     4.5. Licensee shall be solely and exclusively responsible, at its own cost
          and expense, for all marketing, advertising and publicity for its
          activities.

     4.6. Licensee shall not, in connection with the use of the Licensed
          Products, make available content which is illegal, which discriminates
          on the grounds of race, religion, gender, sexuality or otherwise, or
          which depicts violence or sexual force.


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     4.7. Without limiting any of Playtech's other rights and remedies hereunder
          or under Applicable Laws, Licensee agrees to defend Playtech and its
          stockholders, directors, officers, employees and other representatives
          (the "PLAYTECH PARTIES") against all suits, claims or other actions,
          and to indemnify Playtech and the Playtech Parties upon written
          demand, and to hold them harmless from any damages, losses and
          expenses, including reasonable attorneys fees, payable to a third
          party by Playtech or any Playtech Party, arising out of any claim by a
          third party relating to a breach of Licensee's warranties or
          undertakings in this Section 4, or otherwise in this Agreement,
          provided that Playtech gives Licensee all reasonable information and
          assistance, gives Licensee the sole right, at its own expense, to
          direct and control the defense or settlement or the claim and does not
          assume any liability or agree to pay any amount with respect to such
          claim unless it has been approved in writing and in advance by
          Licensee.

     4.8. During the term hereof and for one year thereafter, Licensee shall
          not, directly or indirectly, hire or solicit any employee of Playtech
          or of MixTV LTD., or anyone who was an employee, consultant or
          independent contractor of Playtech or MixTV LTD at any time within the
          six-month period immediately prior thereto, or encourage any employee,
          consultant, independent contractor or agent of Playtech or MixTV LTD
          to terminate such employment, or agency or other relationship with
          Playtech or MixTV LTD.

5.   LICENSE AND SERVICE FEES

     5.1. For the rights granted herein, Licensee agrees to pay Playtech the
          License and Service Fees as described in SCHEDULE 2 attached
          hereto.[need to see - see herein]

     5.2. Playtech shall invoice Licensee the License and Service Fees on or
          before the 1th of each Calendar Month. Licensee shall pay the License
          and Service Fees by no later than the seventh (7th) day of the
          calendar month in which Licensee receives an invoice from Playtech.
          All payments under this Agreement are to be made in Euros.

     5.3. The License and Service Fees are exclusive of all taxes (including
          Value Added Tax, where applicable), duties, fees, excises or tariffs.
          Such charges, taxes, duties, fees, excises or tariffs shall be paid by
          Licensee at the rate prevailing at the same time as paying the License
          and Service Fees. For the avoidance of doubt, Playtech shall be
          responsible for any taxes imposed on Playtech's income resulting from
          this Agreement.

     5.4. Should Licensee fail to make any payment in full on the due date under
          this Agreement, then, without limiting any of Playtech's other rights
          and remedies in such event, the amount due shall carry interest at the
          default rate of the lesser of (i) 3% per annum above the London Inter
          Bank Offering Rate (LIBOR) from time to time, or (ii) the highest rate
          permitted by applicable law, accruing on a daily basis from the due
          date until the date of actual full and complete payment, whether
          before or after judgment, and compounded monthly.


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6.   REPORTS; AUDIT

     6.1. Licensee shall maintain complete and accurate records relating to the
          rights and obligations under this Agreement, which records shall
          contain sufficient information to permit Playtech to confirm the
          accuracy of any reports delivered to Playtech and compliance in other
          respects with this Agreement. Licensee shall retain such records for
          at least 3 (three) years following the end of the calendar year to
          which they pertain.

     6.2. At the request of Playtech, Licensee shall, within 14 days of
          receiving written demand to do so, certify to Playtech that its use of
          the Licensed Products is in accordance with all provisions and
          restrictions set out in this Agreement.

     6.3. Playtech may, at any time during the License Term and for three years
          thereafter, on reasonable notice to Licensee, inspect and audit
          Licensee's books, accounting records, facilities or procedures in
          order to verify that Licensee's use of the Licensed Products is in
          accordance with this Agreement and that reports and payments have been
          made in compliance with the provisions of this Agreement.

     6.4. Licensee shall promptly bring to the attention of Playtech any
          information it shall have regarding the improper or wrongful use of
          the Licensed Products, or Playtech's name, logo or other Intellectual
          Property Rights, or any information which is or may be material in
          relation to the support of the Licensed Products or the Online Gaming
          System.


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7.   PLAYTECH'S WARRANTIES; LIMITATION ON PLAYTECH'S WARRANTIES

     7.1. Licensee has used and is familiar with the Licensed Products and finds
          them to be suitable for its' purposed. Licensee is aware and
          acknowledges that the Licensed Products are due to errors,
          malfunctions, flaws, defects or any other form of partial or complete
          non-performance (such cases shall be defined as "DEFECT" for the
          purposes of this Clause 7.1).

          PLAYTECH SHALL NOT BE LIABLE FOR ANY DEFECT AND LICENSEE SHALL NOT BE
          ENTITLED TO ANY REMEDY (WHETHER IN CONTRACT, TORT OR OTHERWISE) FROM
          PLAYTECH WITH REGARD TO ANY DEFECT.

     7.2. For the avoidance of doubt, PLAYTECH CANNOT AND DOES NOT WARRANT NOR
          REPRESENT THAT THE USE OF THE LICENSED PRODUCTS WILL NOT INFRINGE THE
          INTELLECTUAL RIGHTS OF ANY THIRD PARTY; Licensee acknowledges that the
          commercial terms of this Agreement have been agreed upon based, among
          other things, on this exclusion.

     7.3. Without limiting the aforesaid in any way, in the event that a claim
          is being brought or threatened against the Licensee that the use of
          the Licensed Products infringes the copyright, patent right, design
          right or any other form of IP right breach by the Licensed Products,
          of any third party ("IPR CLAIM"), Licensee shall immediately notify
          Playtech of the same in writing, and shall not take any measure until
          receipt of Playtech's prompt decision with regard to the defense of
          such IPR Claim.

          Upon receipt of such notice of an IPR Claim, then, without limiting
          the aforesaid in any way, Playtech shall notify the Licensee promptly
          whether it elects, in its sole and absolute discretion, to

          7.3.1. procure the defense or the settlement of such IPR Claim, at its
               own costs and expense; or

          7.3.2. allows Licensee to control the defense or the settlement of
               such IPR Claim, at Licensee's discretion and at Licensee's own
               costs and expense.

     7.4. In the event Playtech's elects to procure the defense of such IPR
          Claim as set out in clause (a) above, Licensee shall give Playtech
          sole authority to control and procure the defense or settlement of the
          IPR Claim; Licensee shall make no admissions in respect of the IPR
          Claim; and Licensee shall provide Playtech with all assistance
          reasonably required by Playtech in connection with such IPR Claim.


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     7.5. In the event Playtech's elects to allow Licensee to control the
          defense or the settlement of such IPR Claim, Licensee shall do so at
          Licensee's discretion and at Licensee's sole cost and expense, without
          any liability to Playtech.

     7.6. Notwithstanding the aforesaid, Playtech shall be entitled, in its sole
          and absolute discretion and although it does not have any obligation
          to do so hereunder, to: (i) procure for Licensee the right to continue
          using the Licensed Products, or (ii) modify the Licensed Products so
          that it is non-infringing, or procure a replacement product that has
          substantially the same functionality, or (iii) terminate this
          Agreement.

     7.7. Playtech's obligations under this clause 7 shall not apply to the
          extent that any IPR Claim arises from the use of the Licensed Products
          otherwise than in accordance with this agreement.

          PLAYTECH'S ENTIRE LIABILITY AND LICENSEE'S SOLE REMEDY IN RESPECT OF
          AN IPR CLAIM ARE AS SET OUT IN THESE SECTIONS 7.3 to 7.7, TO THE
          EXCLUSION OF ALL OTHER REMEDIES WHETHER IN CONTRACT, TORT OR
          OTHERWISE.

     7.8. For the avoidance of doubt, Playtech does not provide any warranty or
          undertaking any responsibility whatsoever under this Agreement,
          directly or indirectly, with respect to any asserted breach of third
          party rights, if such asserted breach arises from the use of the
          Licensed Products otherwise than in accordance with this Agreement.

     7.9. The warranties set out above are the entire and exclusive warranties
          made by Playtech with respect to the Licensed Products. To the maximum
          extent permitted by law, all other warranties and representations,
          whether express or implied, are excluded, and, in particular, PLAYTECH
          DOES NOT WARRANT THAT THE USE OF THE LICENSED PRODUCTS FOR THE PURPOSE
          OF GAMBLING, AS THAT TERM IS COMMONLY UNDERSTOOD IN TRADE AND
          INDUSTRY, IS LEGAL IN ANY JURISDICTION; OR THAT THE OPERATION OF THE
          LICENSED PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE; OR THE LICENSED
          PRODUCTS IS OF SATISFACTORY QUALITY OR FIT FOR ANY PARTICULAR PURPOSE;
          OR THAT USE BY LICENSEE OF THE LICENSED PRODUCTS WITH ANY OTHER
          SOFTWARE, OR WITH INAPPROPRIATE HARDWARE, WILL NOT CAUSE ANY
          DISTURBANCE TO THE LICENSED PRODUCTS OR TO SUCH OTHER SOFTWARE.


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8.   CONFIDENTIALITY

     8.1. In this Agreement, "CONFIDENTIAL INFORMATION" includes all
          information, in whatever medium, relating to the trade secrets,
          operations, processes, plans, intentions, product information,
          know-how, designs, market opportunities, transactions, affairs or
          business of a party or its customers, clients, suppliers, holding
          companies or subsidiaries; all information relating to the Licensed
          Products, including its related Documentation; the terms or subject
          matter of this Agreement; and the negotiations relating to this
          Agreement.

     8.2. Each party shall, both during the Term of this Agreement and
          thereafter:

          8.2.1. Keep all Confidential Information disclosed to it by the other
               party strictly confidential;

          8.2.2. Not disclose any such disclosed Confidential Information to a
               third party, other than to such of its employees, officers or
               professional advisors on "need to know" basis, and only provided
               that the relevant party shall ensure that each such employee,
               officer or advisor shall keep such Confidential Information
               confidential and shall not use any of it for any purpose or
               disclose it to any person, firm or company, other than those for
               which or to whom that party may lawfully use or disclose it under
               this Agreement;

          8.2.3. Use Confidential Information only in connection with the proper
               performance of this Agreement.

     8.3. Without limiting the above provisions, save as required by law,
          existing contractual obligations or any applicable regulatory
          authority or government body to which either party is subject
          (wherever situated), no party shall make any public announcement,
          issue any press release or make any form of statement to the public
          about this Agreement or any ancillary matter without the prior written
          consent of the other party, which shall not be unreasonably withheld
          or delayed. In connection herewith, Licensee acknowledges that
          Playtech's shares are publicly traded on the London Stock Exchange,
          and Playtech may be required by applicable law or the rules of the
          London Stock Exchange or any other regulatory body to make public
          announcements, or disclose Confidential Information, in accordance
          with such laws and rules.


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     8.4. Section 8.2 shall not apply to any Confidential Information, to the
          extent that it:

          8.4.1. comes within the public domain other than through breach of
               Section 8.2;

          8.4.2. is required or requested to be disclosed by any Competent
               Authority to which either party is subject, wherever situated;
               Licensee agrees that in the event that Licensee is under demand
               or request to disclose such information, it shall provide to
               Playtech prompt notice of such demand or request, and shall
               consult and cooperate with Playtech in connection with such
               disclosure;

          8.4.3. is known to the receiving party before the disclosure to it by
               a party to this Agreement or on its behalf, as proven by written
               records; or

          8.4.4. is disclosed with the other party's prior written approval to
               the disclosure.

     8.5. This Section 8 shall continue in force after and despite the expiry or
          termination of this Agreement for whatever reason.

9.   TERM AND TERMINATION

     9.1. The License Term is from the Commencement Date till the earlier of (i)
          18 Months from the Commencement Date, or (ii) the date of execution of
          a license agreement between Playtech and TWG. The parties agree that
          following the execution of this Agreement, the parties shall discuss
          in good faith and make best efforts in order to agree on the
          commercial terms which will apply to the new agreement between
          Playtech and the Licensee or TWG, with the intention to achieve a
          royalty bearing license within 3 months from the date of this
          Agreement.

     9.2. Either party may terminate this Agreement with immediate effect by
          giving a written notice to the other party, if the other party:

          9.2.1. has committed a material breach of this Agreement and, if such
               breach is capable of remedy, has failed to remedy the breach
               within 30 days after receiving notice from the terminating party
               specifying the breach and requiring the breach to be remedied;
               for purposes hereof, a breach shall be considered capable of
               remedy if the defaulting party can comply with the provision in
               question in all respects other than time of performance (provided
               that time of performance is not of the essence);


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          9.2.2. ceases, or threatens to cease, to carry on the whole or a
               substantial part of its business;

          9.2.3. becomes unable to pay its debts as and when they fall due,
               makes an arrangement or composition with its creditors or goes
               into liquidation;

          9.2.4. is the subject of the commencement of any bankruptcy
               proceedings, the passing of a resolution for its winding up, the
               giving of a notice of appointment or intention to appoint an
               administrator or liquidator (which is not dismissed, withdrawn or
               set aside within 14 days of presentation); or

          9.2.5. has an administrator, an administrative receiver or trustee
               appointed over all or any of its assets.

     9.3. In addition to the rights in Section 9.2, Playtech shall have the
          right to terminate or suspend the operation of this Agreement with
          immediate effect in the event of:

          9.3.1. any change of ownership or control of the Licensee, the
               Licensee's Group or of the Online Gaming System, unless Playtech
               has consented thereto in writing prior to such change (such
               consent not to be unreasonably withheld). Notwithstanding the
               aforesaid, Licensee may issue shares against bonds currently held
               by Shimon Citron ,without the need for Playtech's prior written
               consent; or

          9.3.2. any material breach by Licensee of Clauses 2.4, 4, 5; or

          9.3.3. Licensee has used, or attempted to use, the Licensed Products
               in any manner or form that is reasonably likely to bring the
               Licensed Products into disrepute, or any officer, or senior
               employee of the Licensee is charged with any criminal offence
               including but not limited to dishonesty or violence.

     9.4. On expiry or termination of this Agreement, for any reason whatsoever,
          Licensee shall cease all use of the Licensed Products and shall
          return, or, at Playtech's option, destroy, all copies of the Licensed
          Products, including any related Documentation, in its possession or
          control, and provide Playtech with a certificate signed by an officer
          of Licensee attesting thereof.


                                      - 14 -






     9.5. The expiry or termination of this Agreement for any reason shall not
          affect:

          9.5.1. any rights, obligations or liabilities accrued before the date
               of termination or expiry; or

          9.5.2. any rights, obligations or liabilities specifically stated
               herein to continue in force after and despite expiry or
               termination.

10.  LIMITATION OF LIABILITY

     10.1. In addition to any limitation of liability appearing in any other
          provision hereof, EACH OF THE PARTIES SHALL NOT BE LIABLE TO THE OTHER
          FOR ANY OF THE FOLLOWING TYPES OF LOSS OR DAMAGE, EVEN IF SUCH PARTY
          HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE:

          10.1.1. INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND;

          10.1.2. LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED
               SAVINGS; OR

          10.1.3. LOSS OR DAMAGE ARISING FROM LOSS, DAMAGE OR CORRUPTION OF ANY
               DATA.

     10.2. IN ANY EVENT AND NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
          CONTRARY, PLAYTECH SHALL NOT BE LIABLE WITH RESPECT TO ANY PAYMENTS
          MADE TO END USERS AS A RESULT OF OR IN CONNECTION WITH A DEFECT (AS
          SUCH TERM IS DEFINED IN SECTION 7.1).

     10.3. THE MAXIMUM AGGREGATE LIABILITY OF PLAYTECH FOR ANY LIABILITY ARISING
          UNDER OR IN CONNECTION WITH THIS AGREEMENT, HOWSOEVER ARISING
          (INCLUDING BY WAY OF NEGLIGENCE OR ANY OTHER THEORY OF LAW), SHALL BE
          LIMITED TO $US 50,000 (FIFTY THOUSAND US DOLLARS.

     10.4. NOTHING IN THIS AGRENEMENT SHALL LIMIT OR EXCLUDE THE LIABILITY OF A
          PARTY TO THE OTHER PARTY IN RESPECT OF FRAUD; DEATH OR INJURY TO
          PERSONS CAUSED BY NEGLIGENCE; ANY OTHER LIABILITY WHICH CANNOT BY LAW
          BE LIMITED OR EXCLUDED; THE LICENSEE'S OBLIGATION TO PAY THE LICENSE
          AND SERVICE FEES, AND LICENSEE'S BREACH OF THE OBLIGATIONS SET OUT IN
          SECTIONS 4 AND 8.


                                      - 15 -






     10.5. The provisions of this Agreement allocate the risks between Playtech
          and Licensee, and Licensee agrees and acknowledges that Playtech's
          pricing reflects this allocation of risk and the limitations of
          liability specified herein.

11.  GOVERNING LAW; ARBITRATION

          This Agreement and the relationship between the Parties shall be
          governed by and construed in accordance with English law. The Parties
          submit to the exclusive jurisdiction of the English Courts in relation
          to any dispute arising out of or in connection with this agreement.

12.  NOTICES

     12.1. Notices between the parties relating to this Agreement must be in
          writing, and must be delivered personally or sent by overnight
          courier, or by prepaid first class post, pre-paid air mail post or fax
          transmission to the address or fax number set out below. 12.2
          Alternative details may be notified by a party for the purposes of
          this Section.

     12.2. Notices shall be treated as received as follows: if delivered by
          hand, when delivered; if sent by first class post within the UK, 72
          hours after posting; if sent by air mail post, 96 hours after posting;
          if sent by fax, when received by the receiving fax. Any notices that
          would be treated as received otherwise than from 9.00 am to 5.00 pm on
          a Business Day shall be deemed given on the next Business Day.

          Address for Playtech:

          2nd Floor St George's Court,
          Upper Church Street,
          Douglas, Isle of Man IM11EE.
          Fax No: +44 (0) 1624645955

          Address for Licensee:

          103 Foulk Rd., Wilmington,
          DE 19803, USA

          Fax No: +1-302-652-8667

13.  GENERAL REPRESENTATIONS AND WARRANTIES

     Each party represents and warrants to the other party that in respect of
     itself:

     13.1. it is duly incorporated and validly existing under the laws of the
          jurisdiction in which it is incorporated (or, if different, has its
          principal place of business), and is fully qualified and empowered to
          own its assets and carry out its business;


                                      - 16 -






     13.2. it has full power to enter into, and to exercise its rights and
          perform its obligations under, this Agreement, and this Agreement,
          when executed, will constitute the valid, lawful and binding
          obligations of it, in accordance with its terms.

     Licensee further warrants to Playtech that neither this Agreement nor any
     certificate made or delivered in connection herewith contains, in relation
     to any statement made in respect of the Licensee or its business, any
     untrue statement of a material fact, individually or in the aggregate, or
     omits to state a material fact, individually or in the aggregate, necessary
     to make the statements herein or therein not misleading. Licensee further
     warrants that there is no material fact or information, individually or in
     the aggregate, relating to the Licensee's business, prospects, condition
     (financial or otherwise), affairs, operations, or assets that has not been
     disclosed to Playtech.

14.  MISCELLANEOUS

     14.1. ENTIRE AGREEMENT. This Agreement, together with the documents
          referred to in it, represent the entire terms agreed between the
          parties in relation to the License to the Licensed Products, and
          supersedes and extinguishes any prior drafts, and all previous
          contracts, arrangements, representations, warranties of any nature,
          whether or not in writing, between the parties relating to the same.
          Each party acknowledges and agrees that in entering into this
          Agreement on the terms set out in this Agreement it is not relying
          upon, and shall have no remedy in respect of, any statement,
          representation, warranty, promise or assurance made or given by any
          other party or any other person, whether negligently or innocently
          made, whether or not in writing, at any time prior to the execution of
          this Agreement, which is not expressly set out in this agreement; and

     14.2. AMENDMENTS. Any purported amendment of this Agreement shall not be
          effective unless in writing signed by or on behalf of each of the
          parties.

     14.3. ASSIGNMENT. Neither party shall assign, transfer, charge, create a
          trust over or otherwise deal in its rights or obligations under this
          Agreement, or purport to do so, without the other party's prior
          written consent. Notwithstanding the aforesaid, Playtech may assign or
          transfer its rights and obligations under this Agreement to any member
          of Playtech's Group, or any purchaser of the rights to the Licensed
          Products, any purchaser of Playtech's business or Playtech itself, or
          in connection with any public offering of Playtech.


                                      - 17 -






     14.4. RELATIONSHIP OF THE PARTIES. Nothing in this Agreement, and no action
          taken by the parties pursuant to this Agreement, shall be construed as
          creating a partnership or joint venture of any kind between the
          parties, or as constituting either party as the agent of the other
          party for any purpose whatsoever. No party shall have the authority to
          bind the other party or to contract in the name of or create a
          liability against the other party in any way or for any purpose.

     14.5. REMEDIES NOT EXCLUSIVE. Except as expressly provided in Sections 7
          and 10 above, the rights and remedies contained in this Agreement are
          cumulative and are not exclusive of any other rights or remedies
          provided by law or otherwise.

     14.6. NO WAIVER. A failure or delay by either party to exercise any right
          or remedy under this Agreement shall not be construed or operate as a
          waiver of that right or remedy, nor shall any single or partial
          exercise of any right or remedy preclude the further exercise of that
          right or remedy. A waiver by either party of any breach of or default
          under this agreement shall not be considered a waiver of a preceding
          or subsequent breach or default. A purported waiver or release under
          this Agreement is not effective unless it is a specific authorized
          written waiver or release.

     14.7. SEVERABILITY. Each of the provisions contained in this Agreement
          shall be construed as independent of every other such provision, so
          that if any provision of this Agreement shall be determined by any
          Competent Authority to be illegal, invalid or unenforceable, then such
          determination shall not affect any other provision of this Agreement,
          all of which other provisions shall remain in full force and effect.
          If any provision of this Agreement shall be determined to be illegal,
          invalid or unenforceable, but would be legal, valid and enforceable if
          amended, the parties shall consult together in good faith and agree
          the scope and extent of any modification or amendment necessary to
          render the provision legal, valid and enforceable so as to give effect
          as far as possible to the intention of the parties as recorded in this
          Agreement.


                                      - 18 -






     14.8. COUNTERPARTS. This Agreement may be executed in any number of
          counterparts, but shall not be effective until each party has executed
          at least one counterpart. Each counterpart when executed shall be an
          original, but all the counterparts together shall constitute one
          document.

     14.9. FURTHER ASSURANCES. Each party will, at the request and expense of
          the other party, execute any document and do any thing reasonably
          necessary to implement this Agreement, and use all reasonable
          endeavors to procure that a third party executes any deed or document
          and does any thing reasonably necessary to implement this agreement.

     14.10. COSTS. Save as otherwise stated in this Agreement, each party shall
          bear its own costs in relation to the negotiation, preparation,
          execution and carrying into effect of this Agreement.

     14.11. THIRD PARTY. Neither party intends that any term of this Agreement
          shall be enforceable by virtue of the Contracts (Rights of Third
          Parties) Act 1999 by any person who is not a party to this agreement.

In witness whereof, the parties have executed this Agreement as of the date
first above written.

PLAYTECH SOFTWARE LIMITED                          ZONE 4 PLAY

Name: /s/ Mor Weizer                               Name: /s/ Shimon Citron

Title: Director                        Title: ____________________

Name: /s/ Guy Enoch                        Name: /s/ Adiv Baruch

Title: ____________________                        Title: ____________________


                                      - 19 -






                                   SCHEDULE 1

                        LICENSED PRODUCTS - SPECIFICATION


                                      - 20 -






                                   SCHEDULE 2

                            LICENSE AND SERVICE FEES

Monthly License and Service fees shall be the related costs of the Services
accrued in that calendar month, including, among others, the costs of each
employee devoted to the Services, and all related overhead costs.


                                      - 21 -






                   SCHEDULE 3 - APPROVED SUB LICENSEES OF TWG


                                      - 22 -






                              SCHEDULE 4 - SERVICES

BACK OFFICE

Development and maintenance including

o    Financial reporting
o    Audit trail
o    Customer care
o    Activity monitoring
o    Management information
o    Data mining
o    User management
o    Gaming transactions
o    Customer records
o    Risk Management
     o    URU age verification
     o    Risk guardian
     o    Fraud monitoring
     o    Sensible gaming
o    Payment Services
     o    Payment processing
     o    Cash out procedures
o    Affiliate System

ITV

Development and maintenance including

o    New Game Developments
o    Game Engines
o    Game "client" applicaions

WEB

Development and maintenance including

o    Content management system
o    Web sites

PTV

Development and maintenance including

o    New Game Engines
o    Streaming web "client" applications
o    Live TV and Automated Director "client" applications
o    Live studio gallery tools
o    Service management site


                                      - 23 -






NETWORK (GUERNSEY)

Maintenance including

o    Optimisation
o    Monitoring

Backup and recovery


                                      - 24 -