EXHIBIT 10.6



SOFTWARE LICENSE AGREEMENT

THIS AGREEMENT is made this 15th day of
    June, 2001.

B E T W E E N:

DOT COM (ANTIGUA) LTD., a corporation
        incorporated pursuant to the laws of Antigua;

(hereinafter referred to as the "Licensor")

OF THE FIRST PART;

- and -

THE CYBERBINGO CORPORATION, a corporation
        incorporated pursuant to the laws of Antigua;

(hereinafter referred to as the "Licensee")

OF THE SECOND PART.

WHEREAS the Licensee wishes to license the Software (as
hereinafter defined) and obtain related technical and advisory services from the
Licensor;

NOW THEREFORE WITNESSETH that in consideration of the
mutual covenants contained in this Agreement, the parties hereto agree as
follows:

1.     Definitions

The parties agree that, in this Agreement, the following
terms have the following meanings:

(a)
              "Royalty" means the royalty to be paid by
        the Licensee to the Licensor, as more particularly described in section
        3(ii) hereof.(b)
              "Effective Date" shall mean June 1, 2001.(c)
              "Software" means collectively the Bingo
        Software and the Casino Software computer programs licensed to the
        Licensee hereunder in object code form only and as set out in Schedule
        "A" attached hereto, and each copy of any up-dated variation of or
        enhancement to such computer programs.(d)
              "Bingo Software" means the computer
        programs licensed to the Licensee hereunder in object code form only and
        as set out in Schedule "A" attached hereto, and each copy of any
        up-dated variation of or enhancement to such computer programs.(e)
              "Casino Software" means the computer
        programs licensed to the Licensee hereunder in object code form only and
        as set out in Schedule "A" attached hereto, and each copy of any
        up-dated variation of or enhancement to such computer programs.(f)
              "Old Software" means the computer programs
        licensed to the Licensee and presently in use.(g)
              "Software Start-Up Date" shall be no later
        than thirty (30) days from the Software Delivery Date, or such other
        date as the parties may agree in writing.(h)
              "Software Delivery Date" shall mean on or
        before October 15, 2001 or other such date that the Licensor and
        Licensee may agree in writing.(i)
              "Confidential Information" means the
        information provided by one party to the other and designated as
        confidential in writing. Confidential Information does not include
        information which is: publicly available or becomes so other than by
        acts of a party; received by a party prior to it being provided by one
        party to the other; or, received by a party from a third party where the
        third party is not in breach of a duty not to disclose such information,
        and includes, without limitation, the information referred to in any
        schedule attached hereto.(j)
              "dot com" means dot com Entertainment
        Group, Inc..(k)
              "Intellectual Property" means the
        intellectual property or other rights licensed under this Agreement
        including, without limitation, the copyrights subsisting in the
        Software, the Confidential Information, and all of the above as they are
        embodied in the Software and Related Materials.(l)
              "Installation Fees" means the installation
        fees described in section 3(i).(m)
              "Net Sales" shall
              mean, for any calendar month, the total amount of cash sales
              generated by the Licensee and attributable to the use of the Bingo
              and/or Casino games, minus any pay-outs paid by the Licensee to any players using the Software. Net
        Sales shall not include payments made to the Licensee's affiliates.(n)
              "Product Specification(s)" means the
        functional specifications for the Software and the services used by the
        Licensee and includes such further functional specifications as may be
        agreed upon by the Licensor and Licensee from time to time as set out in
        Schedule "A" attached hereto.(o)
              "Related Materials" means
              any and all human readable documentation which is produced in
              relation to, and which is to be delivered with, the Software, and
              such other documentation, which may thereafter be provided by the Licensor and includes such
        documentation that is necessary for use of the Software by the Licensee.(p)
              "Term" has the meaning set out in Section
        7 hereof.(q)
              The following are the schedules attached to and
        incorporated into this Agreement by reference, and deemed to be a part
        hereof:Schedule "A" - The Software
            Schedule "B" - Royalty Sliding Scale
            Schedule "C" - Support Agreement


2.    License Grant

| | (a) | The Licensor hereby grants a non-exclusive and
        non-transferable license to the Licensee to use the Software together
        with the Related Materials and Intellectual Property associated
        therewith during the Term, subject to the terms and conditions of this
        Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | Except as may otherwise be provided in this
        Agreement, the Licensee hereby covenants and agrees to not use or grant
        further licenses for the use of the Software, the Related Materials or
        the Intellectual Property in relation thereto during the Term, unless
        the Licensee has obtained prior written authorization from the Licensor                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) | The license granted herein shall include a
              license authorizing the Licensee to continue to use the Old
              Software, until such time that the Licensee's player database is
              available to be accessed by the Software. The parties agree that
              they will assist each in the conversion of the Licensee's database
              to the Software prior to October 15, 2001 and each of the Licensor
              and Licensee acknowledge that is the Licensor's intention to cease
              supporting the Old Software commencing on October 15, 2001. The
              parties agree to use their best efforts to cease using the Old
              Software prior to October 15, 2001.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d) | The parties to this agreement acknowledge and
              agree that the Software may be accessed by independent affiliates
              (the "Affiliates") who will bring player traffic into the
              Licensee's website. Each Affiliate will have a unique client
              identification number, which will allow the Licensee and the
              Affiliate to determine the sales, redemptions and any other
              activity relating to players who access the software through the
              Affiliate's web-site.                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (e) | The Licensor, it its discretion acting reasonably,
              shall at any time throughout the Term, be authorized to require
              that an Affiliate's access into the Licensee's system be
              terminated, should the content of the Affiliate's website, or the
              conduct of the Affiliate, be inconsistent with the provisions or
              spirit of this License Agreement.                                                                                                                                                                                                                                                                                                                            

3.     Fees and Royalty Payments

| |  | (i)   | In consideration of the license granted for the
        Software herein the Licensee agrees to pay to the Licensor a software
        installation and implementation fee in the amount of One Hundred and
        Fifty Thousand dollars (US$150,000.00) (collectively the "Installation
        Fee") representing Seventy-Five Thousand (US$75,000.00) dollars for the
        Bingo Software and Seventy-Five Thousand (US$75,000.00) dollars for the
        Casino Software, such fee to be paid on or before the Software
        Delivery/Startup Date as set out herein:                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |       | The parties agree that the Delivery / Startup Date
        for the downloadable Bingo Software shall be on or before the 15th
        of October, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (ii)  | In addition to the Installation Fee, commencing
        on the Effective Date the Licensee agrees to pay to the Licensor a
        payment equal to the appropriate percentage of the Net Sales as a
        Royalty, as more particularly set out in the Sliding Royalty Rate
        schedule as Schedule "B" attached hereto (the "Royalty"). The Royalty
        shall be paid no later than the 15th day of each and every
        month following the Software Start-Up Date during the Term, calculated
        as to the appropriate percentage on all Net Sales generated for that
        month.                                                                                                                                                                                                                                                                                                                                                                          
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (iii) | The Licensee covenants and agrees with the
        Licensor that it shall not artificially increase the cash redemptions or
        payouts paid to players in any month, the result being to artificially
        reduce the payment of the Royalty payments to the Licensor. In the event
        the Licensor, acting reasonably, identifies irregularities in the cash
        redemptions or payouts to players or the Royalty payable to the
        Licensor, the Licensee agrees to immediately have such payout
        calculations reviewed by an auditor selected by the Licensor, such
        auditor to be paid for by the Licensor; provided that if the resulting
        audit shows a discrepancy of more than 3% in the Royalty, the Licensee
        shall immediately pay the Licensor the resulting increased Royalty and
        the Licensee agrees to be fully responsible for 100% of all payments to
        the auditor and any other related expenses.

4.    Obligations of the Parties

| | (a) | The Licensor shall provide the following to the
        Licensee:
| | --- | -----------------------------------------------------------------
| |     |                                                                  
| |     | (i)                                                              
| |     |                                                                  
| |     | (ii)                                                             
| |     |                                                                  
| |     | (iii)                                                            
| |     |                                                                  
| |     | (iv)                                                             
| |     |                                                                  
| |     | (v)                                                              
| |     |                                                                  
| |     | (vi)                                                             
| |     |                                                                  
| |     | (vii)                                                            
| |     |                                                                  
| | (b) | During the Term, the Licensee agrees to:                         
| |     |                                                                  
| |     | (i)                                                              
| |     |                                                                  
| |     | (ii)                                                             
| |     |                                                                  
| |     | (iii)                                                            
| |     |                                                                  
| |     | (iv)                                                             
| |     |                                                                  
| |     | (v)                                                              
| |     |                                                                  
| |     | (vi)                                                             
| |     |                                                                  
| |     | (vii)                                                            
| |     |                                                                  
| |     | (viii)                                                           

5.    Users of the Software

The Licensee agrees that it will be the only user of the
    Software, subject to paragraph 2(c) above.

6.    Software Support and Maintenance

The parties agree that any support services to be
    provided hereunder shall be provided only upon the completion of an
    agreement for support services, such agreement to use the Licensor's
    standard form, which is attached hereto at Schedule "C" (the "Support
    Agreement").

7.    Term

The term of this Agreement shall be the period commencing on
the date first above written and concluding on the date, which is ten (10) years
after the Software Start-Up Date (the "Term"). The parties agree that the
Licensee will have the option to renew this Agreement for additional terms of
five (5) years on the same terms and conditions, save for the license fee which
will be waived by the Licensor.

8.    Termination

| | (a) | Either the Licensor or Licensee may terminate
        this Agreement, before the Expiration Date and immediately upon the
        giving of written notice, to the other party, upon the occurrence of any
        of the following events:                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | The Licensee shall be entitled to terminate this
        agreement upon a fundamental breach of the Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | The Licensee will be in breach of this Agreement
        and the Licensor may terminate this Agreement immediately upon giving
        written notice to the Licensee if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) | Licensee may terminate this Agreement on thirty
        (30) days written notice if the Licensor is not able to rectify any
        material defect in the Software for more than thirty (30) days after
        receiving written notice thereof from the Licensee or the Licensee's
        legal counsel.                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e) | Upon the occurrence of a material default not
        otherwise specifically dealt with under this Agreement, by either party,
        and the failure of such defaulting party to cure such material default
        within thirty (30) days after receiving written notice thereof from the
        other party, this Agreement may be terminated by the other party by
        giving written notice of termination to the defaulting party, such
        termination to be immediately effective upon the receipt of such notice
        of termination, and without limitation to any other remedies available
        to the other party.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (f) | Upon expiration of the Term or termination of
        this Agreement, the Licensee shall return or destroy all copies of the
        Software and Related Materials in the Licensee's possession to the
        Licensor; except if the termination is due to the Licensor's breach of
        section 8(a). The Licensee agrees to provide to the Licensor a
        certificate from an officer of the Licensee confirming that all Related
        Materials and the Software have been returned in accordance with this
        part and is generally required hereunder.                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

9.     Additional Representations, Warranties and Covenants

| | (a) | The Licensor and Licensee as applicable represent,
    warrant and covenant to each other as follows:
| | --- | -----------------------------------------------------------------------------------------------------
| |     |                                                                                                      
| |     | (i)                                                                                                  
| |     |                                                                                                      
| |     | (ii)                                                                                                 
| |     |                                                                                                      
| |     | (iii)                                                                                                
| |     |                                                                                                      
| |     | (iv)                                                                                                 
| |     |                                                                                                      
| |     | (v)                                                                                                  
| |     |                                                                                                      
| |     | (vi)                                                                                                 
| |     |                                                                                                      
| |     | (vii)                                                                                                
| |     |                                                                                                      
| |     | (viii)                                                                                               
| |     |                                                                                                      
| |     | (ix)                                                                                                 
| |     |                                                                                                      
| |     | (x)                                                                                                  
| |     |                                                                                                      
| |     | (xi)                                                                                                 
| |     |                                                                                                      
| |     | (xii)                                                                                                
| |     |                                                                                                      
| | (b) | The Licensor warrants as follows:                                                                    
| |     |                                                                                                      
| |     | (i )                                                                                                 
| |     |                                                                                                      
| |     | (ii)                                                                                                 
| |     |                                                                                                      
| |     | (iii)                                                                                                
| |     |                                                                                                      
| |     | (iv)                                                                                                 
| |     |                                                                                                      
| |     | (v)                                                                                                  

10.     Indemnification

| | (a) | The Licensor covenants and agrees to indemnify and
    save harmless the Licensee from and against any loss or damage suffered by
    the Licensee as a result of any material breach of, non-compliance with or
    untruth of any of the warranties, representations or covenants of the
    Licensor contained in this Agreement, in any schedule hereto, in any
    documents to be executed and delivered pursuant to this Agreement or in any
    documents delivered in connection with this Agreement or any claims by any
    other person regarding matters which arose prior to or as a result of the
    entering into of this Agreement by the Licensee, including, without limiting
    the generality of the foregoing, all reasonable costs and expenses
    (including legal fees incurred in connection with any such loss or damage
    and in connection with any claim under this Section).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | The Licensee acknowledges and agrees that neither dot
    com nor any of its shareholders, directors, officers, employees or
    representatives will be liable to the Licensee or any of the Licensee's
    customers for any damages, including without limitation special, indirect,
    consequential, punitive or exemplary damages, or damages for loss of profits
    or savings, in connection with this Agreement, the services or the hardware
    or any other information, material or services provided by the Licensor to
    the Licensee under this Agreement.                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | The Licensee covenants and agrees to indemnify and
    save harmless the Licensor from and against any loss or damage suffered by
    the Licensor as a result of any material breach of, non-compliance with or
    untruth of any of the warranties, representations or covenants of the
    Licensee contained in this Agreement, in any schedule hereto, in any
    documents to be executed and delivered pursuant to this Agreement or in any
    documents delivered in connection with this Agreement or any claims by any
    other person regarding matters which arose prior to or as a result of the
    entering into of this Agreement by the Licensor, including, without limiting
    the generality of the foregoing, all reasonable costs and expenses
    (including legal fees incurred in connection with any such loss or damage
    and in connection with any claim under this Section).

11.   Governing Law

This Agreement shall be interpreted and governed by the laws
of Antigua and Barbuda.

12.    Confidentiality

| | (a) | The Licensee acknowledges that the Licensor's
        Confidential Information is confidential, a trade secret, and is owned
        by the Licensor. The Licensor acknowledges that the Licensee's
        Confidential Information is confidential, a trade secret, and is owned
        by the Licensee.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                            
| | (b) | The Licensee and Licensor confirm that each will
        take all reasonable precautions to maintain the confidentiality of the
        other party's Confidential Information and to prevent the unauthorized
        disclosure to third parties of such Confidential Information.                       
| |     |                                                                                                                                                                                                                                                                                                            
| | (c) | The parties agree not to disclose to any third
        party and to keep confidential the terms of this License Agreement
        throughout the Term.                                                                                                                                                     

13.     Assignability

| | (a) | The Licensee may not assign this Agreement
        without the prior written consent of the Licensor, such consent not to
        be unreasonably withheld.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                            
| | (b) | This Agreement is binding on the parties to this
        Agreement and their successors and permitted assigns.                                             

14.    Ownership

Licensee acknowledges that Licensor will at all times retain
ownership of the Software and all copyright and trade mark rights relating
thereto.

15.    General Provisions

| | (a) | This Agreement constitutes the entire agreement
    between the parties concerning the subject matter hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | This Agreement cannot be modified or amended other
    than by written modification made in writing and executed by the parties
    hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | All notices, requests, demands or other
    communications by the terms hereof required or permitted to be given by one
    party to another shall be given in writing by personal delivery, telecopy or
    by registered mail, postage prepaid, addressed to such other party or
    delivered to such other party as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | or at such other address as may be given by either of
        them to the other in writing from time to time and such notices,
        requests, demands or other communications shall be deemed to have been
        received when delivered or transmitted by telecopy or, if mailed,
        forty-eight (48) hours after 12:01 a.m. on the day following the day of
        the mailing thereof; provided that if any such notice, request, demand
        or other communication shall have been mailed and if regular mail
        service shall be interrupted by strikes or other irregularities, such
        notices, requests, demands or other communications shall be deemed to
        have been received forty-eight (48) hours after 12:01 a.m. on the day
        following the resumption of normal mail service.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d) | The waiver by any party of a breach of this Agreement
    does not constitute a waiver or other breaches or rights under this
    Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (e) | Delays or non-performance of any obligations under
    this Agreement caused by events beyond the control of the party having the
    obligation, shall not be a breach of this Agreement. The time of carrying
    out the obligation shall extend for a period equal to the time over which
    the conditions existed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (f) | The headings in this Agreement are for reference
    purposes only and cannot be used to construe the terms of the agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (g) | This Agreement does not establish a joint venture or
    partnership between the Licensor or Licensee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (h) | Time is of the essence of this Agreement and each
    part thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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

| | DOT COM (ANTIGUA) LTD.     |                           
| | -------------------------- | --------------------------
| |                            |                           
| | Per:                       |                           
| |                            | Authorized Signing Officer
| |                            |                           
| | Per:                       |                           
| |                            | Authorized Signing Officer
| |                            |                           
| | THE CYBERBINGO CORPORATION |                           
| |                            |                           
| | Per:                       |                           
| |                            | Gonzalo Gomez             
| |                            |                           

SCHEDULE "A"

SOFTWARE

The Software shall mean a licensed data processing program or
micro program consisting of a series or sequence of signals, or instructions,
statements, or fonts stored on any media in machine readable form, and any
related licensed materials such as, but not limited to, graphics, flow charts,
logic diagrams, manuals, and listing made generally available by dot com for use
in connection with the licensed programs.

This License Agreement provides for the Licensee's use of one
(1) copy of the Licensor's back-end management system and/or database, with
multiple front-ends. This License Agreement shall also include the Licensee's
right to operate a free Internet Bingo game, making use of the same game
management system and the Old Software, which will contain a second back-end
management system and player database. At no time throughout the Term shall the
Licensee operate a duplicate back-end management system and database without the
express written consent of the Licensor.

The Bingo Software shall consist of one back-end management
system in addition to an inventory of Bingo Patterns, Bingo Gifs, Bingo Voice
Callers and Announcers, such to be agreed to by the parties from time to time.
The Casino Software system shall operate on the same back-end management system
and database used to operate the Bingo Software and will contain at least one
(1) Internet Casino, which shall include games of chance which includes, but is
not limited to, blackjack, craps, roulette, video poker and slot machines and
other games which may be added from time to time by the Licensor.



SCHEDULE "B"

ROYALTY SLIDING SCALE

|AMOUNT OF NET MONTHLY SALES | PERCENTAGE OF NET MONTHLY SALES PAYABLE AS A
    ROYALTY
|--------------------------- | --------------------------------------------------------
|$0 - 500,000                | 25%                                                     
|$500,001 - $2,000,000       | 23%                                                     
|$2,000,001 +                | 21%                                                     

NOTES

All numbers are in US dollars.

The sliding scale will be applied as follows:

$0 to $500,000: $ 125,000 (25%)

$500,001 to $$2 MM $ 345,000 (23%)

$2 MM to $6 MM $ 840,000 (21%)

TOTAL ROYALTY FOR MONTH: $ 1,310,000.00



SCHEDULE "C"

[SOFTWARE SUPPORT AGREEMENT]