<PAGE>

                                                                   EXHIBIT 10.17


                  STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of April
10, 2000, among International Sports Wagering Inc., a Delaware corporation (the
"Company"), and the investors listed on Schedule A hereto, each of which is
herein referred to as an "Investor, and all of which are collectively referred
to as the "Investors."

                              W I T N E S S E T H:

                  WHEREAS, the Company is willing to sell to each Investor, and
each Investor desires to purchase from the Company, shares of the Company's
Common Stock, par value $.001 per share ("Common Stock"), in accordance with the
terms and conditions hereof.

                  NOW, THEREFORE, the parties agree as follows:

                  1. Purchase and Sale.

                     (a) The Company hereby agrees to sell to each Investor, and
each Investor hereby agrees to purchase from the Company, severally and not
jointly, the number of shares of Common Stock (the "Shares") set forth opposite
such Investor's name on Schedule A at the price of $1.50 per Share (an aggregate
of 333,333 Shares).

                     (b) Each Investor is delivering to the Company herewith by
check payable to the Company or, at the Company's option, by wire transfer to an
account designated by the Company, the amount of the aggregate purchase price of
the Shares being purchased by such Investor, and the Company shall, within two
business days after the date hereof, deliver to each Investor, a duly executed
certificate evidencing the Shares issued in the name of the Investor.

                  2. Registration of Shares. Promptly after the date hereof, the
Company shall:

                     (a) prepare and file with Securities and Exchange
Commission (the "SEC") (and the appropriate state securities authorities) a
Registration Statement (the "Registration Statement') under the Securities Act
of 1933, as amended (the "Act"), with respect to the Shares and use its best
efforts to cause such Registration Statement to become and remain effective for
such period as may be reasonably necessary to effect the sale of such securities
by the Investors, provided that such period need not extend beyond the date on
which all the Shares become permanently eligible for sale under Rule 144(k)
under the Act (the "Registration Termination Date");

                     (b) prepare and file with the SEC such amendments to such
Registration Statement and supplements to the prospectus contained therein as
may be necessary to keep such Registration Statement effective for such period
as may be reasonably necessary to effect the sale of such Shares by the
Investors but not beyond the Registration Termination Date;


                                        1

<PAGE>

                     (c) furnish to the Investors such reasonable number of
copies of the Registration Statement, preliminary prospectus, final prospectus
and such other documents as they may reasonably request in order to facilitate
the public offering of the Shares;

                     (d) use its best efforts to register or qualify the Shares
covered by such Registration Statement under such state securities or blue sky
laws of such jurisdictions as such Investors may reasonably request in writing
within thirty (30) days following the original filing of such Registration
Statement, except that the Company shall not for any purpose be required to
execute a general consent to service of process or to qualify to do business as
a foreign corporation in any jurisdiction wherein it is not so qualified or
otherwise required to be qualified;

                     (e) notify the Investors participating in such
registration, promptly after it shall receive notice thereof, of the time when
such Registration Statement has become effective or a supplement to any
prospectus forming a part of such Registration Statement has been filed;

                     (f) notify such Investors promptly of any request by the
SEC for the amending or supplementing of such Registration Statement or
prospectus or for additional information;

                     (g) prepare and file with the SEC, promptly upon the
request of any such Investors, any amendments or supplements to such
Registration Statement or prospectus which, in the opinion of counsel for such
Investors (and concurred in by counsel for the Company), is required under the
Act or the rules and regulations thereunder in connection with the distribution
of the Shares by such Investors;

                     (h) prepare and promptly file with the SEC and promptly
notify such Investors of the filing of such amendment or supplement to such
Registration Statement or prospectus as may be necessary to correct any
statements or omissions if, at the time when a prospectus relating to the Shares
is required to be delivered under the Act, any event shall have occurred as the
result of which any such prospectus or any other prospectus as then in effect
would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading; and

                     (i) advise such Investors, promptly after it shall receive
notice or obtain knowledge thereof, of the issuance of any stop order by the SEC
suspending the effectiveness of such Registration Statement or the initiation or
threatening of any proceeding for that purpose and promptly use its best efforts
to prevent the issuance of any stop order or to obtain its withdrawal if such
stop order should be issued.

                  3. Expenses.  With respect to the registration pursuant to
Section 2 hereof, all fees, costs and expenses of, and incidental to, such
registration including, without limitation, printing


                                        2

<PAGE>

expenses and fees and disbursements of counsel and accountants for the Company,
shall be borne by the Company. Notwithstanding anything to the contrary
contained herein, the Company shall not be responsible for (i) any discounts or
commissions payable of any underwriter or broker-dealer with respect to the
Shares, (ii) any stock transfer taxes incurred in connection with the resale of
the Shares and (iii) the fees and expenses of any counsel or accountant for any
Investor.

                  4. Indemnification.

                     (a) The Company will indemnify and hold harmless each
Investor holding Shares which are included in a Registration Statement pursuant
to the provisions of Section 2, its directors, officers, stockholders, members,
partners and each person, if any, who controls such Investor within the meaning
of the Act, from and against, and will reimburse each Investor and each such
person with respect to, any and all loss, damage, liability, cost and expense to
which such Investor or person may become subject under the Act or otherwise,
insofar as such losses, damages, liabilities, costs or expenses are caused by
(i) any untrue statement or alleged untrue statement of any material fact
contained in such Registration Statement, any prospectus contained therein or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, however, that
the Company will not be liable in any such case to the extent that any such
loss, damage, liability, cost or expenses arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by such Investor or such
controlling person in writing specifically for use in the preparation thereof;
or (ii) any breach of any representation, warranty, covenant or agreement of the
Company contained in this Agreement.

                     (b) Each Investor holding Shares included in a Registration
Statement pursuant to the provisions of Section 2 hereof will indemnify and hold
harmless the Company, its directors and officers, and any controlling person of
the Company, from and against, and will reimburse the Company, its directors and
officers, and any controlling person of the Company with respect to, any and all
loss, damage, liability, cost and expense to which the Company and/or any
director, officer and controlling person may become subject under the Act or
otherwise, insofar as such losses, damages, liabilities, costs or expenses are
caused by (i) any untrue statement or alleged untrue statement of any material
fact contained in such Registration Statement, any prospectus contained therein
or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in conformity with written
information furnished by or on behalf of such Investor specifically for use in
the preparation thereof or (ii) any breach of any representation, warranty,
covenant or agreement of such Investor contained in this Agreement.
Notwithstanding anything to the contrary herein provided, the maximum liability


                                        3

<PAGE>



of any such Investor shall be the proceeds received by such Investor pursuant to
the sale of Shares pursuant to Registration Statement pursuant to Section 3.

                     (c) Promptly after receipt by an indemnified party pursuant
to the provisions of paragraph (a) or (b) of this Section 4 of notice of the
commencement of any action involving the subject matter of the foregoing
indemnity provisions such indemnified party will, if a claim thereof is to be
made against the indemnifying party pursuant to the provisions of said paragraph
(a) or (b), promptly notify the indemnifying party in writing of the
commencement thereof; provided, however, that the failure to so notify the
indemnifying party shall not relieve the indemnifying party of any liability
hereunder except to the extent that the indemnifying party is materially
prejudiced thereby. In case such action is brought against any indemnified party
and it notifies the indemnifying party of the commencement thereof, the
indemnifying party shall have the right to participate in, and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party; provided, however, if the defendants in any action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or in addition to
those available to the indemnifying party, or if there is a conflict of interest
which would prevent counsel for the indemnifying party from also representing
the indemnified party, the indemnified party or parties have the right to select
separate counsel to participate in the defense of such action on behalf of such
indemnified party or parties. After notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party pursuant to the
provisions of said paragraph (a) or (b) for any legal or other expense
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation, unless (i) the indemnified
party shall have employed counsel in accordance with the provisions of the
preceding sentence, (ii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after the notice of the commencement of the action, or (iii)
the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party. No settlement of any
claim or action against an indemnified party shall be made without the prior
written consent of the indemnifying party, which consent shall not be
unreasonably withheld.

                     (d) The indemnification provided for under this Agreement
shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director, stockholder,
member, partner or controlling person of such indemnified party and shall
survive the transfer of the Shares. If the indemnification provided for in this
Section 4 is unavailable to an indemnified party in respect of any expense,
loss, claim, damage or liability (including reasonable attorneys' fees) referred
to therein, then each indemnified party, in lieu of indemnification from such
indemnifying party, shall be entitled to contribution, except to the extent that
contribution is not permitted under Section 11(f) of the Act, or any equivalent
provisions of other applicable foreign securities laws. In determining the
amount of contribution to which the respective parties are entitled, there shall
be considered the parties' relative knowledge and access


                                        4

<PAGE>



to information concerning the matter with respect to which the claim was
asserted, the opportunity to correct and prevent any statement or omission, and
any other equitable consideration appropriate under the circumstances.

                  The Company and each Investor agree that it would not be just
and equitable if contribution pursuant to this subdivision (d) were determined
by pro rata allocation or by any other method of allocation that does not take
account the equitable considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim.

                  Notwithstanding the provisions of this subdivision (d), no
Investor holding Shares shall be required to contribute any amount in excess of
the amount of (i) the proceeds received by such Investor from the sale of such
Shares pursuant to such Registration Statement or (ii) the amount of any damages
that such Investor has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission, whichever is less. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act or
any equivalent provisions of other applicable foreign securities law) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.

                     (e) Any indemnification (or contribution) required by this
Section 4 shall be made by periodic payments during the course of the
investigation or defense, as and when bills are received, or as and when
expense, loss, damage or liability is incurred.

                  5. Legends; Transfer Restrictions. Until the Shares are
registered pursuant to Section 2 hereof, the certificates evidencing the Shares
shall be endorsed with the following legend (and any other legend required to be
placed thereon by applicable state securities laws):

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
         INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
         DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED
         WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
         OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
         IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

                  6. Representations and Warranties of the Investors. Each
Investor represents and warrants to the Company the following:

                     (a) Authorization. This Agreement constitutes its valid and
legally binding obligation, enforceable in accordance with its terms.

                     (b) Investment Representations; Restriction on Transfer.
This Agreement is made with each Investor in reliance upon such Investor's
representation to the Company, which


                                        5

<PAGE>

by such Investor's execution of this Agreement such Investor hereby confirms,
that the Shares to be received by such Investor will be acquired for investment
for such Investor's own account, not as a nominee or agent, and not with a view
to the resale or distribution of any part thereof (other than pursuant to an
offering registered under the Act), and that such Investor has no present
intention of selling, granting any participation in, or otherwise distributing
the same (other than pursuant to an offering registered under the Act). By
executing this Agreement, each Investor further represents that such Investor
does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to such person or to any third
person, with respect to any of the Shares. Each Investor represents that it has
full power and authority to enter into this Agreement and that such Investor is
an "Accredited Investor" as that term is defined in Regulation D promulgated
under the Act. In furtherance thereof, each Investor is hereby executing and
delivering Exhibit A hereto.

                     (c) Disclosure of Information. Each Investor hereby
represents and warrants that he or it has received, read and is familiar with
the following documents (collectively, the "Offering Documents"):

                 1.  Form 10-KSB/A for the fiscal year ended September 30, 1999.

                 2.  Form 10-QSB for the quarter ended December 31, 1999.

                 3.  Form 8-K dated March 17, 2000.

                 4.  Press Release dated January 12, 2000.

                 5.  Press Release dated February 14, 2000.

                 6.  Press Release dated March 20, 2000.

                 7.  Proxy Statement dated March 1, 2000 relating to the
                     Company's Annual Meeting of Stockholders held on March
                     22, 2000.

         Each Investor has received all the information it considers necessary
or appropriate for deciding whether to purchase the Shares. Each Investor
further represents that it has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering and
sale of the Shares and that any questions raised by it or its representatives
concerning the transaction have been answered to the satisfaction of it and its
representatives. Its decision to purchase the Shares is based in part on the
answers to those questions and its own evaluation of the risks and merits of the
purchase and the Company's proposed business activities.


                                        6

<PAGE>



                     (d) Investment Experience. Each Investor is an investor in
securities of companies in the development stage and acknowledges that it is
able to fend for itself, can bear the economic risk of its investment and has
such knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the investment in the Shares. If
other than an individual, Investor also represents it has not been organized for
the purpose of acquiring the Shares.

                     (e) Restricted Securities. Each Investor understands that
the Shares it is purchasing are characterized as "restricted securities" under
the federal securities laws because they are being acquired from the Company in
a transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Act, only in certain limited circumstances. In this connection, each
Investor represents that it is familiar with SEC Rule 144, as presently in
effect, and understands the resale limitations imposed thereby and by the Act.

                     (f) Knowledge of Risks. Each Investor recognizes and
appreciates all risk factors relating to the purchase of the Shares including
those set forth in the Company's annual report on Form 10-KSB/A for the fiscal
year ended September 30, 1999, Form 10-QSB for the quarter ended December 31,
1999, and Form 8-K dated March 17, 2000. Each Investor acknowledges that it has
been represented in the preparation, negotiation and execution of this Agreement
by legal counsel of its own choice or that it has voluntarily declined such
counsel and that it understands the terms, consequences and risks associated
with this Agreement and the legal and binding effect hereof.

                  7. Representations and Warranties of the Company. The Company
represents and warrants to each Investor the following:

                     (a) Organization, Good Standing and Qualification. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all requisite corporate power
and authority to carry on its business as now conducted and as proposed to be
conducted. The Company is duly qualified to transact business and is in good
standing in each jurisdiction in which the failure so to qualify would have a
material adverse effect on its business or properties.

                     (b) Capitalization and Voting Rights. The authorized
capital of the Company consists of 20,000,000 shares of Common Stock of which
8,697,659 are issued and outstanding and 2,000,000 shares of preferred stock,
par value $.001 per share, none of which are issued or outstanding. Except as
set forth on Schedule B, there are not outstanding any options, warrants, rights
(including conversion or preemptive rights) or agreements for the purchase or
acquisition from the Company of any Shares.

                     (c) Subsidiaries. The Company does not presently own or
control, directly or indirectly, any interest in any other corporation,
association or other business entity, other


                                        7

<PAGE>



than a wholly-owned subsidiary, SportXction(TM).com, Inc., which subsidiary is
not engaged in any material business activities.

                     (d) Authorization. All corporate action on the part of the
Company, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Agreement, the performance of all
obligations of the Company hereunder and the authorization, issuance and
delivery of the Shares have been taken. This Agreement, when executed and
delivered by the Company, shall constitute a valid and legally binding
obligation of the Company, enforceable in accordance with its terms, subject to
the laws of general application relating to bankruptcy, insolvency and the
relief of debtors and the rules of laws governing specific performance,
injunctive relief or other equitable remedies.

                     (e) Valid Issuance of Common Stock.

                         (i) The Shares, when issued, sold and delivered in
                  accordance with the terms hereof for the consideration
                  expressed herein, will be duly and validly issued, fully paid
                  and non-assessable.

                         (ii) The outstanding shares of Common Stock are all
                  duly and validly authorized and issued, fully paid and
                  non-assessable.

                     (f) Governmental Consents. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority on the part of
the Company is required on or prior to the date hereof in connection with the
consummation of the transactions contemplated by this Agreement.

                     (g) Litigation. There is no action, suit, proceeding or
investigation pending or, to the knowledge of the Company, currently threatened
against the Company, which in any way materially affects the validity of this
Agreement or the right of the Company to enter into this Agreement, or to
consummate the transactions contemplated hereby, or which might result, either
individually or in the aggregate, in any material adverse effect on the Company.
The Company is not a party or subject to the provisions of any order, writ,
injunction, judgment or decree of any court or government agency or
instrumentality. There is no action, suit, proceeding or investigation by the
Company currently pending or which the Company currently intends to initiate.

                     (h) Compliance with Other Instruments. The Company is not
in violation or default of any provisions of its Certificate of Incorporation or
its Bylaws or of any instrument, judgment, order, writ, decree or material
contract to which it is a party or by which it is bound or of any provision of
any federal or state statute, rule or regulation applicable to the Company. The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby, will not result in any such violation or
be in conflict with or constitute either a default under any such provision,
instrument, judgment, order, writ, decree or contract or an event which results
in the creation of any lien, charge or encumbrance upon any assets of the
Company.


                                        8

<PAGE>




                     (i) Title to Property and Assets. The Company owns its
property and assets free and clear of all mortgages, liens, loans and
encumbrances, except such encumbrances and liens which arise in the ordinary
course of business and do not materially impair the Company's ownership or use
of such property or assets.

                     (j) Full Disclosure. None of the Offering Documents
contains any untrue statement of material fact or omits to state a material fact
required to be stated therein or necessary to make the statements contained
therein, in light of the circumstances in which they were made, not misleading.

                  8. General Provisions.

                     (a) Survival. The representations, warranties and covenants
of the Company and Investors contained in or made pursuant to this Agreement
shall survive the execution and delivery of this Agreement.

                     (b) Governing Law. This Agreement shall be governed by and
construed under the laws of the State of New York without regard to conflicts of
law principles.

                     (c) Amendment and Waivers. Any term of this Agreement may
be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance either retroactively or
prospectively), only with the written consent of the Company and the holders of
a majority of the Shares, if applicable, issued to the Investors hereunder. Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon each Investor and the Company.

                     (d) Notices. All notices given hereunder shall be in
writing and shall be deemed to have been duly given and received (i) when
delivered personally, with receipt acknowledged in writing by the recipient,
(ii) on the third business day after being sent by registered or certified mail
(postage paid, return receipt requested), (iii) one business day after being
sent by a nationally recognized overnight delivery service, postage or delivery
charges prepaid, or (iv) on the date on which a facsimile is transmitted, in
each case to the parties at their respective addresses stated below; provided,
that if the intended recipient of any notice hereunder refuses to acknowledge
receipt thereof in writing, such notice shall be deemed to have been duly given
on the date of such refusal. Any party may change its address for notice by
giving notice of the new address to the other party in accordance with the
provisions of this paragraph.


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<PAGE>



                  If to the Company:

                           International Sports Wagering Inc.
                           201 Lower Notch Road, Suite 2B
                           Little Falls, New Jersey 07424
                           Attention: President
                           Facsimile: 973-256-8211

                  with a copy to:

                           Friedman Kaplan & Seiler LLP
                           875 Third Avenue
                           New York, New York 10022
                           Attention: Richard M. Hoffman, Esq.
                           Facsimile: 212-355-6401

                  If to any Investor:

                           To the addresses shown on the signature page.

                           (e) Assignment. The rights and obligations of each
Investor under this Agreement may be assigned to any transferee of 50,000 Shares
or more. The assignment of an Investors' rights and obligations with respect to
any lesser number of Shares shall require the prior written consent of the
Company. Notwithstanding the foregoing, no such transfer or assignment shall be
to any person who is not an "Accredited Investor" or in violation of the
Securities Act of 1933, as amended.

                           (f) No Waiver. Any party's failure to enforce any
provision of this Agreement shall not in any way be construed as a waiver of any
such provision, nor prevent that party thereafter from enforcing each and every
other provision of this Agreement. The rights granted to the parties herein are
cumulative and shall not constitute a waiver of any party's right to assert all
other legal remedies available to it under the circumstances.

                           (g) Severability. Whenever possible, each provision
of this Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement shall be held
to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

                           (h) Further Acts. The Company, on the one hand, and
each Investor, on the other hand, agrees, upon the reasonable request of the
other party, to execute any further documents or instruments necessary or
desirable to carry out the purposes or intent of this Agreement.


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<PAGE>




                           (i) Arbitration. Except as otherwise provided herein,
any controversies or claims arising out of, or relating to this Agreement or the
breach thereof, shall be settled by arbitration in accordance with the
commercial rules of the American Arbitration Association, which decision shall
be final and binding on the parties, and judgment upon the award rendered shall
be entered in any court having jurisdiction thereof. Any party may demand such
arbitration in accordance with the procedures set out in those rules. The
arbitration shall be conducted in New York, New York, or such other location as
may be mutually agreed upon by the parties. Special, consequential, or punitive
damages shall not be awarded by the arbitrator.

                           (j) Tax Liability. Each Investor understands that it
(and not the Company) shall be responsible for its own federal, state, local or
foreign tax liability and any of its other tax consequences that may arise as a
result of the transactions contemplated by this Agreement. Each Investor shall
rely solely on the determinations of its tax advisors or its own determinations,
and not on any statements or representations by the Company or any of its
agents, with regard to all such tax matters.

                           (k) Finder's Fee. The Company and the Investors each
represent to the other that it neither is nor will be obligated for any finder's
fee or commission in connection with this transaction. Each Investor agrees to
indemnify and to hold the Company harmless from any liability for any commission
or compensation in the nature of a finder's fee (and the costs and expenses of
defending against such liability or asserted liability) for which the Investor
or any of its officers, partners, employees, or representatives is responsible.
The Company agrees to indemnify and hold each Investor harmless from any
liability for any commission or compensation in the nature of a finder's fee
(and the costs and expenses of defending against such liability or asserted
liability) for which the Company or any of its officers, employees or
representatives is responsible.

                           (l) Expenses. Except as otherwise specifically set
forth herein, the Company and the Investors shall each pay the costs and
expenses that each incurs with respect to the negotiation, execution, delivery
and performance of this Agreement. The Company hereby agrees to pay the fees and
expenses of one counsel for all of the Investors in an amount not to exceed
$2,000.

                           (m) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but which shall
together constitute a single instrument.

                           (n) Titles and Subtitles. The titles and subtitles
used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.

                           (o) Entire Agreement. This Agreement contains the
entire understanding of the parties hereto concerning the subject matter hereof
and supersedes any and all prior agreements made by the parties with respect
thereto and may not be amended, terminated or discharged, except by an
instrument in writing by the party to be charged.


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                                       12

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                  IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.


                                         INTERNATIONAL SPORTS WAGERING INC.



                                         By:
                                            ------------------------------------
                                         Name:    Barry Mindes
                                         Title:   Chairman of the Board


                                         INVESTORS



                                         ---------------------------------------
                                         Name:    Allan Lyons
                                         Address: 2521 Vestal Parkway East
                                                  Vestal, NY 13850


                                         Piaker & Lyons, P.C.
                                         Profit Sharing Plan
                                         f/b/o Allan R. Lyons


                                         By:
                                            ------------------------------------
                                         Name:    Allan R. Lyons
                                         Address: 2521 Vestal Parkway East
                                                  Vestal, NY 13830



                                         ---------------------------------------
                                         Name: Jerald Politzer
                                         Address: 2 Mayfair Circle
                                                  Purchase, NY 10577


                                         Barington Capital Group, L.P.


                                         By:
                                            ------------------------------------
                                         Name:    James Mitarotonda
                                         Title:   Managing Director
                                         Address: 888 7th Avenue
                                                  New York, NY 10019




                                         ---------------------------------------
                                         Name:  James Mitarotonda
                                         Address: 888 7th Avenue
                                                  New York, NY 10019

                                       13

<PAGE>



                                         ---------------------------------------
                                         Name: Seymour Stewart
                                         Address: 5 Meadow Lane
                                                  Manhasset, NY 11030



                                         ---------------------------------------
                                         Name: Sara Drenne Hauser
                                         Address: 2 West 67th Street, 10G
                                                  New York, NY 10023