Exhibit 4.10
                           Asset Acquisition Agreement
                                 by and between
                        Oxford Investments Holdings Inc.
                                       and
                               Christopher Webster


This Agreement by and between,  Oxford  Investments  Holdings Inc. a corporation
organized and existing pursuant to the laws of the province of Toronto, Ontario,
Canada (the  "Corporation) with an address at 1315 Lawrence Ave East, Suite 520,
Toronto  Ontatio,  M3A  3R3  (hereinafter  referred  to  as  the  "Buyer"),  and
Christopher Webster with an address at 50 Portland St., Toronto,  Ontario Canada
(hereinafter referred to as the "Seller");

Witnesseth

Whereas  Seller  wholly owns and  operates a business  under the name of Webstar
Internet Solutions  ("Webstar") and desires to sell all of the assets of Webstar
hereinafter listed to the Buyer; and

Whereas Webstar  provides a unique online payment system  specifically  designed
for online gaming; and

Whereas  this payment  system is backed by tier one Canadian  banking and allows
Visa,  Mastercard and American  Express to be used in a totally approved manner;
and

Whereas  the Buyer  desires to  purchase  all the assets of Webstar  and operate
Webstar as a wholly-owned  subsidiary of Buyer upon the terms and subject to the
conditions hereinafter stated; and

Whereas this purchase and sale is limited to the assets hereinafter specifically
set forth,  and it is the  intention  of the parties that Buyer shall not assume
any liabilities of the Seller or Mr. Webster.

NOW,  THEREFORE,  the parties hereto in consideration  of the mutual  covenants,
agreements, and undertakings hereinafter set forth, do hereby agree as follows:


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<PAGE>

1. Sale of Assets:

For the sum of one million  (1,000,000)  shares of the Corporation common stock,
no par value  (the  "Stock"),  the  Seller  agrees  to sell and Buyer  agrees to
purchase all of the rights,  title,  interest, in and to Webstar and its assets,
including all goodwill,  technologies,  source codes,  developed  products,  all
business dealings,  and  relationships,  patents and trademarks all as set forth
and described in Exhibit A attached to the attached Bill of Sale.

The purchase price will be paid with one million  (1,000,000)  restricted shares
of the Corporation common stock no par value.

2. Covenant Not to Compete

Seller  covenants  that after the closing date of this  Agreement,  he shall not
solely or jointly with any other  person,  firm, or  corporation  other than the
Corporation,  either  directly  or  indirectly,  carry  on,  engage  in,  or  be
interested  in any  manner in a  business  as  conducted  by or  proposed  to be
conducted  by WebStar or similar  to or  related to the  business  conducted  by
WebStar  within the  province of Toronto,  Ontario for a period of two (2) years
from the date of this Agreement without the prior written consent of Buyer.

3. Representations by Seller

Seller jointly and severally covenants and represents:

a) That he is the sole  owner of, and has good and  marketable  title to, all of
the  assets  including  all  goodwill,  technologies,  source  codes,  developed
products, all business dealings,  and relationships,  patents and trademarks all
as specifically  enumerated in the attached  Exhibit A to the Bill of Sale, free
and clear of all debts and  encumbrances,  and said  assets  shall be enjoyed by
Buyer free and clear of all encumbrances.

b) That neither Mr.  Webster nor Webstar has entered into any contracts  related
to its business, such as union agreements, other than the utility bills accruing
in the ordinary course of business.

c) That  there are  presently  and will be at the time of  closing,  no liens or
security interests against Webstar and or its assets being transferred herein.

d) That all of the  assets to be  transferred  to Buyer by Seller are now and at
the  closing  date will be in the  possession  of Seller and will not be removed
therefrom without the prior written consent of the Buyer.

e) Consents. No
consent from or other approval of a governmental entity or other person is
necessaryF in connection with the execution of the Agreement or the consummation
of the business of Seller by Buyer in the manner previously conducted by Seller.


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<PAGE>

f) Inventory.  The Inventory,  if any, is merchantable  and fit for intended use
and is  free  of  any  material  defects  in  workmanship.  The  finished  goods
Inventory, if any, is of a type, quantity, and quality usable and salable in the
ordinary course of business of the Seller.

g)  Insurance.  Exhibit "B" annexed  hereto lists and  describes  all  insurance
policies and invoices now in force with respect to the purchased  assets and the
business  of the  Seller.  Buyer has the option to assume the  insurance  policy
subject to insurance company approval.

h) Licenses,  Permits and Consents.  There are no licenses or permits  currently
required by the Seller for the  operation of the  business of the Seller,  other
than a business license required by the province of Toronto, Ontario.

i)  Litigation.  There are no actions,  suits,  proceedings,  or  investigations
pending or, to the  knowledge  of the Seller,  threatened  against or  involving
Seller or brought by Seller or affecting any of the purchased property at law or
in equity or admiralty or before or by any federal,  state,  municipal, or other
governmental department, commission, board, agency, or instrumentality, domestic
or foreign,  nor has any such action,  suit,  proceeding,  or investigation been
pending during the 24-month period preceding the date hereof;  and Seller is not
operating  its business  under or subject to, or in default with respect to, any
order, writ, injunction, or decree of any court of federal, state, municipal, or
governmental department, commission, board, agency, or instrumentality, domestic
or foreign.

j) Compliance with Laws. To the best of its knowledge,  Seller has complied with
and is operating  its business in  compliance  with all laws,  regulations,  and
orders  applicable to the business  conducted by it, and the present uses by the
Seller of the purchased  assets do not violate any such laws,  regulations,  and
orders.  Seller has no knowledge of any material present or future  expenditures
that will be  required  with  respect to any of Seller's  facilities  to achieve
compliance  with any  present  statute,  law,  or  regulation,  including  those
relating to the environment or occupational health and safety.

k) Disclosure.  No  representation  or warranty by the Seller  contained in this
Agreement,  and no statement  contained in any  certificate or other  instrument
furnished or to be furnished to Buyer pursuant hereto, or in connection with the
transactions  contemplated hereby, contains or will contain any untrue statement
of a  material  fact or omits or will  omit to state any  material  fact that is
necessary in order to make the statements contained therein not misleading.

l) Liabilities. Seller has as of the purchase date and shall have on the closing
date no liabilities of any kind whatsoever, contingent or otherwise.

4. Sales Tax

Seller shall be responsible  for and shall pay all presently due and owing sales
tax due for any inventory or supplies as described herein that were purchased by
Seller  prior to the closing  date hereof.  Seller,  prior to the closing  date,


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<PAGE>

shall fill out and file all required  forms  notifying  the  appropriate  taxing
authorities of the transfer of assets.

5. Bulk Transfer

The  parties  have  agreed  to  waive  the  requirements  of any  Bulk  Transfer
provisions of any applicable law.  Seller shall jointly and severally  indemnify
Buyer against any and all claims made by the  creditors of the Seller.  Seller's
indemnification,  representation, and warranty shall survive the closing of this
agreement.

6. Indemnification Provisions

It is agreed by and  between  the  parties  that the Seller  shall  jointly  and
severally  indemnify  and hold Buyer and its assigns  harmless  from any and all
claims of any nature whatsoever, including without limitation:

a. Tort claims for periods prior to the closing date;

b. Any creditor claims for periods prior to the closing date; and

c. Any claims that may be made  hereinafter  on account of any claims made under
any patent, trademark or service mark and all other claims of whatever nature or
form on account of the  operation  of WebStar  ending on and  accruing up to the
closing date.

d. Any claims for  wages,  vacation,  sick pay,  or fringe  benefits  claimed by
WebStar's employees for periods prior to the closing date.

7. Covenants of Seller

The Seller covenants with the Buyer as follows:

a. The Bill of Sale to be delivered  at the closing  date will  transfer all the
assets enumerated in the attached  appendices free and clear of all encumbrances
and will contain the usual warranties;

b. The business  will be conducted up to the closing date in  substantially  the
same  manner as it has been  conducted  in the past and in  accordance  with all
applicable laws and regulations;

c. The Seller  assumes  all risk of  destruction,  loss,  or damage due to fire,
storm, flood, or other casualty up to the closing date.

8. Conditions Precedent of Buyer

The  obligations of the Buyer hereunder are subject to the conditions that on or
prior to the closing date:


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<PAGE>

(a)  Representations  and Warranties True at Closing.  The  representations  and
warranties  of the Seller  contained  in the  Agreement  or any  certificate  or
document  delivered  pursuant to the provisions hereof or in connection with the
transactions  contemplated hereby shall be true on and as of the closing date as
though such  representations  and  warranties  were made at and as of such date,
except if such  representations  and warranties were made as of a specified date
and such representations and warranties shall be true as of such date.

(b) Seller's  Compliance  with  Agreement.  The Seller shall have  performed and
complied with all  agreements  and  conditions  required by this Agreement to be
performed or complied with by it prior to or at the closing of the Agreement.

(c) Resolutions and Seller's Certificate. The Seller shall have delivered to the
Buyer  copies  of the  resolutions  of the  board  of  directors  of the  Seller
authorizing the transactions  contemplated  herein,  with such resolutions to be
certified  to be true and  correct  by its  secretary  or  assistant  secretary,
together with a certificate of an officer of the Seller, dated the closing date,
certifying  in such  detail as the Buyer may request to the  fulfillment  of the
conditions specified in subparagraphs (a) and (b) above.

(d)  Injunction.  On the closing date,  there shall be no effective  injunction,
writ,  preliminary  restraining  order,  or any order of any nature  issued by a
court of competent  jurisdiction  directing that the  transactions  provided for
herein or any of them not be consummated as herein provided.

(e)  Approval  of  Proceedings.  All  actions,  proceedings,   instruments,  and
documents  required to carry out this Agreement or incidental  thereto,  and all
other related legal matters shall have been approved by counsel for the Buyer.

(f) Casualty.  The purchased assets or any substantial portion thereof shall not
have  been  adversely  affected  in any  material  way as a result  of any fire,
accident,  flood, or other casualty or act of God or the public enemy, nor shall
any  substantial  portion of the purchased  property have been stolen,  taken by
eminent  domain,  or subject to  condemnation.  If the closing occurs  hereunder
despite such casualty as a result of the waiver of this condition by Buyer,  the
Seller shall  assign or pay over to the Buyer the  proceeds of any  insurance or
any condemnation  proceeds with respect to any casualty  involving the purchased
property that occurs after the date hereof.

(g) Adverse  Change.  There shall have been  between the  purchase  date and the
closing date no material  adverse  change in the assets or liabilities or in the
condition, financial or otherwise, or in the business, properties,  earnings, or
net worth of Seller.

9. Closing Date

This Agreement shall be closed and the necessary documents delivered on April 5,
2006 or at such other time and place as may be mutually agreed upon, and payment


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<PAGE>

shall be then  made.  At the  closing,  the  Seller  shall  deliver  to Buyer an
appropriate  Bill of Sale  of the  assets  specified  to be sold in  return  for
payment as called for herein.

10. Securities Law Restrictions

Seller agrees that the Stock acquired  hereunder may be sold or transferred only
upon compliance with the Securities Act of 1933, as amended (the "Act"), and any
other  applicable  securities  law, or pursuant to an  exemption  therefrom.  If
deemed  necessary by the  Corporation  to comply with the Act or any  applicable
laws or regulations relating to the sale or issuance of securities,  the Seller,
at the  time of any  sale  and as a  condition  imposed  by the  Company,  shall
represent,  warrant  and agree  that the  shares  of Stock  are  being  held for
investment  and not with any present  intention to resell the same and without a
view to  distribution,  and the Seller  shall,  upon the request of the Company,
execute and  deliver to the  Company an  agreement  to such  effect.  The Seller
acknowledges that the stock certificate  representing  Stock will be issued with
the following restricted securities legend.

          THE  SHARES   REPRESENTED  BY  THIS  CERTIFICATE  HAVE  BEEN
          ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN  REGISTERED  UNDER
          THE SECURITIES  ACT OF 1933.  SUCH SHARES MAY NOT BE SOLD OR
          TRANSFERRED  OR PLEDGED IN THE ABSENCE OF SUCH  REGISTRATION
          UNLESS  THE  CORPORATION  RECEIVES  AN  OPINION  OF  COUNSEL
          REASONABLY  ACCEPTABLE TO THE CORPORATION  STATING THAT SUCH
          SALE  OR  TRANSFER  IS  EXEMPT  FROM  THE  REGISTRATION  AND
          PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

11. Miscellaneous

a. This Agreement  supersedes all prior  agreements  between the parties and may
not be changed orally.

b.  The  terms  and  conditions  of the  Agreement  shall  be  binding  upon the
distributees,  representatives,   successors,  and  assigns  of  the  respective
parties.

c. This  Agreement  shall be  construed  pursuant to the laws of the Province of
Ontario Canada without regard to conflict of law provisions.

d. This Agreement may be executed in two (2) or more counterparts, each of which
shall be deemed to be an  original  and all of which shall  constitute  a single
instrument,  and the signature of any party of any counterpart shall be deemed a
signature to any and may be appended to any other counterpart.


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<PAGE>

12. Entire Agreement/Modification

This  Agreement  contains the entire  agreement  between the parties hereto with
respect to the transactions contemplated herein and no representation,  promise,
inducement,  or statement of intention relating to the transactions contemplated
by this  Agreement  has  been  made by any  party  that is not set  forth in the
Agreement.  This  Agreement  shall  not be  modified  or  amended  except  by an
instrument in writing signed by or on behalf of the parties hereto.

IN WITNESS  WHEREOF,  the parties  have signed this  Agreement,  this 5th day of
April, 2006.

Seller: Christopher Webster              Buyer: Oxford Investments Holdings Inc.


By: /s/ Christopher Webster              By: /s/ Michael Donaghy
   ------------------------                 --------------------
   Christopher Webster                      Michael Donaghy
                                            President & CEO












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<PAGE>

                                  BILL OF SALE


Christopher Webster with an address at 50 Portland St., Toronto,  Ontario Canada
(hereinafter  referred  to as the  "Seller"),  in  consideration  of one million
shares  (1,000,000)  of Oxford  Investments  Holdings Inc.  (the  "Corporation")
common stock, no par value to be paid by the  Corporation  ("Buyer") the receipt
of which is hereby  acknowledged,  do hereby grant,  sell,  transfer and deliver
unto Buyer the following:
All the assets listed in Section 1 of that certain Asset  Acquisition  Agreement
dated as of even date herewith  between Seller and Buyer and attached  hereto as
Exhibit A.
To have  and to hold  the  same to  Oxford  Investments  Holdings  Inc.  and its
shareholders,  executors,  administrators,  successors and assign,  to their use
forever.  And Seller hereby covenants with the Buyer that he is the lawful owner
of said assets; that they are free from all encumbrances; that he has good right
to sell the same as  aforesaid;  and that he will  warrant  and  defend the same
against the lawful claims and demands of all persons.

IN WITNESS  WHEREOF,  the parties  have signed this  Agreement,  this 5th day of
April, 2006.

Seller: Christopher Webster              Buyer: Oxford Investments Holdings Inc.


By: /s/ Christopher Webster              By: /s/ Michael Donaghy
   ------------------------                 --------------------
   Christopher Webster                      Michael Donaghy
                                            President & CEO





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<PAGE>

                                    EXHIBIT A
                                    ---------


The name WebStar Internet Solutions and the website address www.webstar.com.

WebStar  revolutionary  unique online payment system  specifically  designed for
online gaming.

FEATURES

Backed by tier one Canadian  banking and allowing Visa MasterCard and Amex to be
used in a totally  approved  manner.  The System is designed to  eliminate  7995
declines and high risk chargeback occurrences. The worldwide platform will lower
merchant costs and increase  successful  processing,  provide instant payout and
payins to integrated online gaming sites.

The system will be enhanced with loyalty programs and a worldwide ATM and Points
of Sale (POS) acceptance through both Interac and Maestro Cirrus.

Webstar Internet  Solutions ensures the following  abilities will be transferred
to Oxford via transfer of all goodwill,  associated technologies,  source codes,
developed  products and source codes, all business  dealings and  relationships,
patents and trademarks.

All transfers will result in Oxford being able to provide the following services
through the acquisition:

SPECIFICATIONS
Security

          Secure, powerful,  flexible and provides all the control that you need
          without Big Bank inconveniences

          Accounts are secured up to $60,000,000.00  as per Canadian  Depositary
          Insurance policies

          Complies with all security features of Canadian banking system

          Track all card activity by web, phone or live customer service support

          Confidential, not related to a personal bank account

          ATM cash withdrawal up to $500 per transaction;  $5000 per day maximum
          Virtual statement accessible with personalized PIN and password


                                       9
<PAGE>

SPECIFICATIONS
Convenient Access

          Access to funds globally in seconds

          Use at any ATM or retailer  anywhere  that you see Interac,  Cirrus or
          Maestro

          Instant access 24/7/365

          Cards can be issued with a private  label or  corporate  logo and as a
          banking and membership system for private organizations

LOADING FEATURES

          No loading limit

          Can be loaded from several  Points of Sale (POS) and networks in North
          America

          Can be loaded  directly via  Internet,  using  credit card (Visa,  MC,
          Amex), card to card or from bank account

          Can be loaded by phone

          Card can be loaded 24/7/365

DEBIT CARD
CASINO PAYMENTS

          Using your Webstar debit card is the safest and most convenient way of
          opening an account and making additional deposits

          In order to deposit,  first  register with the Casino as a Real Player
          and then access the banking section

          From there follow the instructions

CASINO MERCHANT
ADVANTAGES

          Webstar, the most flexible debit

          card solution for Merchants;

          Webstar Wallet, designed with merchants in mind.


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<PAGE>

          It provides:

               A built-in  funding  guarantee  mechanism  that  fosters  instant
               customer acquisition

               A Variable Guarantee Funds Pricing to minimize costs

               Consumers can quickly and easily create a Webstar account through
               a simple re-direct to our website at www.Webstar.com

               By taking  advantage of Webstar's  unique Instant Funds Guarantee
               Capability,  merchants can provide the  capability to immediately
               grant credit to these consumers

BENEFITS TO MERCHANTS

          GUARANTEED Funds - No chargeback risk

          Variable Risk Based Pricing - lower processing costs

          Free accounts for consumers

          Multiple currencies

          Multiple languages

CORPORATE CARD

          Brand your business

               Load and access money efficiently anywhere - anytime

               Pay out commissions and clients instantly

               Get powerful tracking of all card activities

               Distribute funds regardless of locations. Manage expense accounts
               accurately

               Enhance  client  services.  Create  a  direct  link  between  any
               enterprise and its cardholders

               Independent payment solutions, no need for intermediaries

               Employees benefit from immediate access to cash


                                       11
<PAGE>

               Save time and money by eliminating administration

               All advantages of a regular debit card

FAMILY CARD

          Parents are always informed and in control

          Webstar gives the family the power to deposit funds, control and track
          spending

          Great tool to teach money management skills

          Benefit from security, flexibility and independence

          The Webstar card is safer than carrying  cash. If the card is lost the
          money is not

          Parents  have  peace of mind  knowing  that  funds  can be  accessible
          24/7/365

          A son or  daughter  can use the card,  but always  under the  parents'
          supervision

TRAVEL CARD

          Access 24 hours per day/7 days per week /365 days per year

          Rechargeable cards from any computer and specified addresses

          Eliminates travelers cheques


          Several  cards  can be made  available  from same  account.  Ideal for
          family vacations

          Direct access to account via telephone or internet

          Superior customer service

          Money can be loaded by family members back home or employer

          Worry free - cards cannot be accessed without a PIN or password

GIFT CARD

          Gift  cards are the new and more  appreciated  way to give in the gift
          certificate industry

          We foresee the  distribution of one million gift cards within the next
          18 months


                                       12
<PAGE>

          Gift  card  can be  programmed  to  limit  usage  to one or  group  of
          merchants

          Wonderful branding opportunity for any business

          Extremely convenient as a gift to children.

          Easy for business to control and promote loyalty programs.




















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