TERMS OF AGREEMENT

Q-Seven will sell the User Management System to Omni Software Systems,  Inc, aka
Omni Gaming, an Antigua company for the use with internet gaming sites.

Sites shall include but not be limited to casinos, bingo, sportsbooks,  lottery,
raffles and any other  internet  gaming sites for play or live  wagering and for
use on TV.

MODEL A:  OPERATOR  LICENSE  AGREEMENT  CALLING  FOR  A  ONE  TIME  FEE  PLUS  A
          PERCENTAGE OF MONTHLY GROSS WIN.

Omni Gaming will pay to Q-Seven a one-time  fee of set up fee of  $[CONFIDENTIAL
TREATMENT REQUESTED]* for each independent gaming site.

Q-Seven technical team will:

a)  provide a completed SDK to Omni Technical team
b)  interface the UMS with the front end games developed by Omni Gaming.
c)  interface the back office with various  e-commerce  processing  solutions to
facilitate licensees ability to accept live wagers.

Additional Compensation:

Q-Seven will receive [CONFIDENTIAL  TREATMENT REQUESTED]* % of the monthly gross
win for each Licensee  that is processed  through the User  Management  Software
less any charge backs or bad debt.

Gross win shall be defined as the  difference of the total amount of real wagers
played  through the system and the total amount payed out. No allowance  percent
is due Omni or Q-Seven in the event of play for fun activity.

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     *  [CONFIDENTIAL  TREATMENT  REQUESTED]  INDICATES  MATERIAL  THAT HAS BEEN
OMITTED  AND FOR  WHICH  CONFIDENTIAL  TREATMENT  IS BEING  REQUESTED.  ALL SUCH
OMITTED  MATERIAL  IS BEING  FILED WITH THE  COMMISSION  PURSUANT  TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.



<PAGE>



Q-Seven will provide Omni Gaming:

1) Gross Win Accounting

On or before the 3rd of each month, Q-Seven shall provide an accounting of gross
win for each  licensee  of Omni  Gaming to Omni.  Omni  will bill the  Licensees
directly with payment due within 5 working days of receipt.

Omni will forward  Q-Seven their portion as outlined in this agreement  within 5
days of receipt of cleared funds from the Licensee.

2) Project  Manager:  Assign a 24/7 Project  Manager to Omni  Gaming.  One per 5
licensees aggregate of Model A and B.

3) and their relevant  Licensees  using the UMS 24/7  Technical  Support for the
Backend and  automatic  upgrades to the back office  system as upgrades  and new
technology become available.

MODEL B:  OPERATOR  LICENSE  AGREEMENT  CALLING  FOR  A  ONE  TIME  FEE  MONTHLY
          MAINTENANCE FEE NO PERCENT OF MONTHLY GROSS WIN

Omni Gaming will pay to Q-Seven a one-time  fee of set up fee of  $[CONFIDENTIAL
TREATMENT REQUESTED]* for each independent gaming site.

Q-Seven technical team will:

a)  provide a completed SDK to Omni Technical team
b)  interface the UMS with the front end games developed by Omni Gaming.
c)  interface the back office with various  e-commerce  processing  solutions to
facilitate licensees ability to accept live wagers.

Additional Compensation:

Q-Seven  will  receive  50% of the monthly  maintenance  fee  received  from the
licensee  each month.  This is due and payable from  Licensee on the 1st of each
month.  Q-Seven  will  receive  their  portion  within 5 working  days of Omni's
receipt of cleared funds.

--------
     *  [CONFIDENTIAL  TREATMENT  REQUESTED]  INDICATES  MATERIAL  THAT HAS BEEN
OMITTED  AND FOR  WHICH  CONFIDENTIAL  TREATMENT  IS BEING  REQUESTED.  ALL SUCH
OMITTED  MATERIAL  IS BEING  FILED WITH THE  COMMISSION  PURSUANT  TO RULE 24b-2
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.



<PAGE>


Q-Seven will provide Omni Gaming:

1) Project  Manager:  Assign a 24/7 Project  Manager to Omni  Gaming.  One per 5
licensees aggregate of Model A and B..

2) and their relevant  Licensees  using the UMS 24/7  Technical  Support for the
Backend and  automatic  upgrades to the back office  system as upgrades  and new
technology become available.

The parties agree to the above terms and conditions  which will be  incorporated
in a formal agreement to be prepared by:

      /s/ Philipp Kriependorf                     May 24, 2000
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Philipp Kriependorf, President                       Dated
Q-Seven Inc.

     /s/ Liz Grayson                                24 May '00
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Liz Grayson                                          Dated
For and on behalf of Omni Software Systems, Inc.