NET-FORCE SYSTEMS INC.



Antigua Online Gaming Wagering and Gaming Reseller Agreement


THIS AGREEMENT (the "Agreement") is entered into by and between Antigua Online
Gaming and the Reseller.


RECITALS
--------

A.   Antigua Online Gaming is in the business of producing, marketing and
     promoting on-line casino, sports book and lotteries entertainment Services
     which are accessed through the use of a personal computer, modem and/or
     direct Internet access.

B.   Reseller undertakes to have Antigua Online Gaming produce a gaming web site
     service for the Reseller web site (the "Service"), and Reseller desires to
     market and promote the Service. This Service will be advertised, marketed
     and promoted under the name "Antigua Online Gaming".

C.   Reseller desires to obtain from Antigua Online Gaming, and Antigua Online
     Gaming agrees to grant Reseller the nonexclusive right and license to
     advertise, market and promote the Service, in accordance with the following
     terms and conditions.


TERMS AND CONDITIONS
--------------------
1.
     Grant of Promotion and Distribution License.

     1.1

     Antigua Online Gaming grants to Reseller the non-exclusive,
     non-transferable right and license to advertise, market and promote the
     Service, in accordance with the terms and conditions hereof.

     1.2

     Antigua Online Gaming grants to Reseller the non-exclusive,
     non-transferable right and license to distribute to Reseller customers, in
     accordance with the terms and conditions herein, the specialized casino and
     gaming "Software" (the "Software") which enables access to the Service.
     Reseller shall not under any circumstances reverse engineer, disassemble,
     decompile, or otherwise attempt to render source code from the "Software",
     or to reproduce or distribute the "Software" in source code format.
     Reseller acknowledges and agrees that the "Software" is the proprietary
     property of Antigua Online Gaming, and that it embodies substantial
     creative rights, confidential and proprietary information, copyrights,
     trademarks and trade secrets, all of which shall remain the exclusive
     property of Antigua Online Gaming and/or its licensors. Reseller agrees to
     include such proprietary rights notices, markings or legends on any
     advertisements or promotional materials for the "Software" as Antigua
     Online Gaming shall reasonably specify from time to time. The notice shall
     be as small as possible while still remaining legible to the average
     viewer.

     1.3

     All other rights and licenses not expressly granted to Reseller herein are
     reserved by Antigua Online Gaming.

     1.4

     No payment will be made to reseller for customers who utilize Antigua
     Online Gaming's Play for Fun Services.


2.
     Obligations of Antigua Online Gaming.

     2.1

     Antigua Online Gaming will provide access to; (a) casino style games (b)
     sports book, (c) lottery ticket distribution, (c) Merchant accounts, (d)
     credit card authorization, (e) fraud control, for billing; (f) financial
     management of receivables including call reports and accounting services,
     all in accordance with standard practices and procedures. The choice of
     content for the Service, and the choice of persons retained to deliver the
     Service's, shall be determined by Antigua Online Gaming in its sole
     discretion.

     2.2

     Antigua Online Gaming shall retain the right to provide the Service in what
     ever form Antigua Online Gaming deems appropriate.



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     2.3

     Antigua Online Gaming shall retain the right to change any part of the
     Service at anytime, without notice to Reseller, in whatever manner Antigua
     Online Gaming deems appropriate.

     2.4

     Antigua Online Gaming shall retain the right to cancel any part of the
     Service at any time, without notice to Reseller, in whatever manner Antigua
     Online Gaming deems appropriate.

     2.5

     Notwithstanding anything in this Agreement, Antigua Online Gaming shall not
     be held responsible or liable for any loss of income or loss of ability to
     produce income, on the part of the Reseller, arising from any inability of
     Antigua Online Gaming to deliver the Services contemplated in this
     Agreement for any reason whatsoever, whether Antigua Online Gaming is at
     fault or whether a third party is at fault.


3.
     Obligations of Reseller.

     3.1

     Reseller shall use best commercially reasonable efforts to actively and
     effectively advertise, market and promote the Service as widely and
     aggressively as possible so as to maximize the financial benefit to
     Reseller and to Antigua Online Gaming. Reseller shall only engage in
     advertising, marketing and promotional efforts which do not violate any law
     and which reflect positively upon the business reputation of Antigua Online
     Gaming. In particular, Reseller agrees to market the product in a manner
     that is consistent with the content and style of the Service. In connection
     therewith, Antigua Online Gaming shall have the right to review and approve
     (approval shall not be unreasonably withheld) the manner and methods of
     advertising, marketing and promotion used by Reseller in connection with
     the Service. Approval may be withheld if Antigua Online Gaming determines,
     in its sole discretion, that any such activities would tend to reduce the
     value of, or would impair Antigua Online Gaming's goodwill and business
     reputation, or would expose Antigua Online Gaming to legal liability.

     3.2

     Notwithstanding any approval by Antigua Online Gaming given in accordance
     with section 3.1 of this Agreement, Antigua Online Gaming shall under no
     circumstances be held liable for, and Reseller shall indemnify, defend and
     hold Antigua Online Gaming harmless against, any and all claims asserted
     against Antigua Online Gaming by reason of Reseller's marketing and
     promotional efforts undertaken hereunder.

     3.3

     Reseller shall bear all costs and expenses incurred in connection with the
     advertising, marketing and promotion of the Service, including but not
     limited to all costs relating to the marketing.


4.
     Compensation.

     4.1

     As used herein, "Reseller Percentage" shall mean the percentage paid to
     Reseller of the actual net revenue received from a user (the "Customer")
     for approved use of the Service. The actual Reseller Percentage shall be
     equal to 25 percent (25%) of the Net Monthly Revenue. "Net Monthly Revenue"
     shall mean the total amount wagered in the casino and the sportsbook, less
     the total amount paid out as winnings in the casino and the sportsbook,
     PLUS, total sales of lottery tickets, less the invoiced cost for purchasing
     lottery tickets for the lottery ticket sales and less the amount for all
     merchant banking fees. "Player Signup" shall mean a unique player signing
     up for an account and wagering an amount greater than US$100.

     4.2

     Antigua Online Gaming shall pay Reseller monthly, in accordance with this
     contract for the preceding calendar month. Payment for the preceding month
     shall be made prior to the 20th day of each month.

     4.3

     Current months losses will be carried forward to following months to offset
     any commissions payable.


5.
     Term and Termination.


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     5.1

     This Agreement shall commence and be deemed effective on the date when
     accepted by an authorized representative of the Reseller (the "Effective
     Date"). This Agreement shall be deemed to be accepted by the Reseller when
     the Reseller chooses "YES" to the "Antigua Online Gaming WAGERING AND
     GAMING PARTNERS AGREEMENT" and hits the submit button on the Reseller
     Sign-Up page. This Agreement is in effect for a period of one (1) year (the
     "Term") with additional one (1) year extensions at Reseller's option. If
     Reseller elects to exercise this option, the option as exercised must be
     addressed to Antigua Online Gaming in writing, no later than forty five
     (45) days prior to the expiration of the Term. In addition, Antigua Online
     Gaming, after six months from the Effective Date, shall have the right to
     terminate this contract if Reseller fails to generate a minimum of three
     hundred (300) "Independent customers" in any given month for the first five
     months and five hundred (500) in any given month thereafter. Said,
     notification will be sent in writing, at least thirty (30) days prior to
     the expiration of the term. Notwithstanding anything in this Agreement
     neither party shall have the right to terminate this Agreement within the
     first six months of the Agreement.

     5.2

     Upon termination of this Agreement, Reseller shall immediately return to
     Antigua Online Gaming any and all Antigua Online Gaming materials which
     Antigua Online Gaming has a proprietary right in that are in Reseller's
     possession and/or in the possession of Reseller's agents, servants and
     employees.

     5.3

     Customers using Antigua Online Gaming's facilities and all information
     relating to these customers shall remain the property of Antigua Online
     Gaming at all times during the operation of this contract and after
     termination.


6.
     Accounting Statements.

     6.1

     All payments due to Reseller by Antigua Online Gaming shall be made on or
     before the twentieth (20) day of each month for the immediately preceding
     calendar month and shall be accompanied by a written statement which
     specifies the grossrevenues received by Antigua Online Gaming with respect
     to the Reseller customers, the number of Reseller Customers wagering and
     the calculation of the monies being paid to Reseller. Additionally,
     statements may be adjusted by Antigua Online Gaming from time-to-time to
     reflect overpayments, consumer chargebacks and/or, credits or underpayments
     by Antigua Online Gaming.

     6.2

     Antigua Online Gaming shall hold back 10% of each months payment due to
     Reseller (the "Hold Back Amount"). The Hold Back Amount shall be retained
     by WorldGaming for a period of 90 days. If the chargebacks pertaining to
     the sales made by Reseller for any given month are less than 10% of the
     Reseller Percentage, then Antigua Online Gaming shall pay the difference to
     Reseller with the next monthly installment after the 90 day hold back
     period. If the chargebacks pertaining to the sales made by Reseller for any
     given month are greater than 10% of the gross sales on which commissions
     are paid to Reseller, then Antigua Online Gaming shall adjust the payment
     due to Reseller in accordance with section 6.1 of this Agreement.


7.
     Audit Rights.

     Reseller may designate a Chartered Accountant to examine the books and
     records of Antigua Online Gaming with respect to this Agreement. Said
     examination shall be at Reseller's sole cost and expense and may be
     conducted no more than once annually during normal business hours and no
     sooner than five (5) business days after Reseller gives written notice of
     such audit to Antigua Online Gaming. Accounting statements rendered by
     Antigua Online Gaming shall be deemed conclusive if not challenged by
     Reseller within thirteen (13) months after being rendered.


8.
     Exclusivity, Non-Competition and Ownership of Service Name.

     8.1

     Reseller agrees, understands and acknowledges that Antigua Online Gaming
     may enter into Agreements of this type with third parties to promote the
     Service or a similar version thereof.

     8.2

     Reseller has not paid consideration for the use of Antigua Online Gaming's
     or Antigua Online Gaming licensors' trademarks, logos, copyrights,
     tradenames, the Servicename referred to in Recital B, or designations, and
     nothing contained in this agreement shall give Reseller any right, title or
     interest in or to any of them. Reseller acknowledges that Antigua Online

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     Gaming and Antigua Online Gaming licensors own and retain all copyrights
     and other proprietary rights in all of the foregoing, as well as any
     Software supplied by Antigua Online Gaming. Reseller shall not at any time
     during or after this agreement, assert or claim any interest in or to, or
     do anything which may adversely affect the validity or enforceability of,
     any trademark, tradename, copyright, servicemark or logo belonging or
     licensed to Antigua Online Gaming (including any act or assistance to any
     act which may infringe or lead to the infringement of any copyright in the
     "Software"). Without limiting the generality of the foregoing, Reseller
     shall not attempt to register, or assist any third party in attempting to
     register any trademark, tradename or other proprietary right with any
     governmental agency, federal, provincial, local or otherwise, or with any
     other entity or authority, without the express, unequivocal and unambiguous
     prior written consent of Antigua Online Gaming. Reseller shall not attach
     any additional trademarks, logos or trade designations to the "Software"
     and shall ensure that none of the trademarks (or any variation thereof)
     appears in any portion of Reseller's name or any name under which Reseller
     does business. Reseller shall not affix a trademark, logo or tradename of
     Antigua Online Gaming or Antigua Online Gaming Licensors to any non-Antigua
     Online Gaming product. Reseller shall not alter, erase, deface or overprint
     any proprietary rights notice on anything provided by Antigua Online
     Gaming.


9.
     Confidentiality and Non-Disclosure.

     9.1

     Reseller and Antigua Online Gaming each agrees that during the course of
     this Agreement, each may have access to and become acquainted with
     ConfidentialInformation of the other. Reseller and Antigua Online Gaming
     each specifically agrees that it shall not misuse, misappropriate or
     disclose any such Confidential Information, directly or indirectly, to any
     third party or use any such Confidential Information in any way, either
     during the Term of this Agreement or at any time thereafter. Reseller and
     Antigua Online Gaming each acknowledges and agrees that the sale or
     unauthorized use or disclosure of any such Confidential Information
     obtained by the other during the Term of this Agreement shall constitute
     unfair competition and shall cause the party owning the Confidential
     Information to suffer great and irreparable harm. Reseller and Antigua
     Online Gaming each further acknowledge and agree that, except as otherwise
     provided in this Agreement, all such Confidential Information is and will
     remain the sole and exclusive property of the disclosing party. The terms
     of this Section shall survive the expiration or termination of this
     Agreement.

9.2

     For purposes of this section 9, "Confidential Information" means (a)
     discoveries, concepts and ideas, whether patentable or not; (b) business or
     technical information, including but not limited to product or Service
     plans, designs, costs, prices and names, finances, marketing plans,
     business opportunities, personnel, research, development, and know-how; (c)
     any information designated as "confidential", "proprietary", or "secret" or
     which, under the circumstances taken as a whole, would reasonably be deemed
     to be confidential, proprietary or secret.

     9.3

     The obligations of section 9.1 shall not apply to the extent that any
     Confidential Information (a) becomes generally available to the public
     through no fault of the party to whom it was disclosed; (b) is or has been
     disclosed to such party directly or indirectly by a person under no
     obligation of non-disclosure to the disclosing party; or (c) is required to
     be disclosed under any laws, rules, regulations or governmental orders
     provided, however, that the party to whom it was disclosed shall have the
     burden of proving any of the foregoing exceptions by conclusive relevant
     evidence.

     9.4

     Notwithstanding anything to the contrary contained herein, the parties
     agree that the financial terms and conditions of this Agreement are to
     remain strictly confidential, and that neither party will disclose such
     financial terms and conditions to any third party without the prior written
     consent of the other party. This section shall not apply to disclosures
     which are required by law (such as Antigua Online Gaming reporting
     requirements), by order of a court with competent jurisdiction, or to each
     party's respective attorneys, accountants, and business advisors under a
     similar duty of confidentiality.


10.
     Representations, Warranties and Indemnity.

     10.1

     Reseller warrants, represents and covenants to Antigua Online Gaming that:
     (a) Reseller has the full legal right, power and authority to enter into
     and perform this Agreement, and to grant to Antigua Online Gaming the
     rights set forth in this Agreement; and (b) Reseller will obtain all
     necessary rights, licenses, permissions, business permits, and will comply
     with all applicable laws, rulesand regulations in this connection in
     offering the Service to end -users.


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     10.2

     Reseller agrees to indemnify and hold Antigua Online Gaming harmless, and
     further agrees to defend Antigua Online Gaming through the service of an
     attorney chosen and approved by Antigua Online Gaming, from and against any
     and all claims, liabilities, causes of action, damages, judgments, costs
     and expenses (including reasonable attorney's fees) arising out of or in
     any way connected with any breach or alleged breach by Reseller of any
     representation, warranty or agreement contained in this section 10, or
     elsewhere in this Agreement.

     10.3

     In no event shall Antigua Online Gaming be liable to the Reseller,
     Reseller's customers or any other third party claim for any indirect,
     special, or consequential damages, including lost profits, whether based
     upon a claim or action of contract, warranty, negligence, or other tort or
     breach of any statutory duty, indemnity or contribution, or otherwise
     arising out of this agreement, or the use and promotion of the Service,
     and/or any other act or omission relating to the Service in any connection
     to the sale or promotion of the Service, even if, in any such case, Antigua
     Online Gaming has been advised of the possibility of such damages.


11.
     No Representation or Guarantee Regarding Profits or Income.

     Reseller agrees, understands and acknowledges that the Antigua Online
     Gaming, it's parent company, it's sub entities, it's agents, it's officers,
     it's directors, it's shareholders, and/or accountants have made no
     representation of any nature whatsoever to Reseller and/or "Reseller's
     agents, servants and/or employees regarding profits, income, or money which
     Reseller may obtain or generate from the Service and/or from entering into
     this "Agreement" and/or from marketing and/or promoting any version of this
     Service, and/or form any other matter relating to this "Agreement" and/or
     to the subject matter of this "Agreement". Any expression by Antigua Online
     Gaming in this regard is an expression of opinion only and Reseller agrees
     understands and acknowledges that they have not been induced to, and/or
     persuaded thereby to, enter into this "Agreement" and that Reseller has
     entered in to the Agreement of their own free will and choice, without any
     force or duress, and only after thorough, complete, full, and thoughtful
     investigation and after obtaining independent advice and counsel from their
     accountant, their attorney, and their financial advisors.


12.
     Assignment.

     This Agreement and rights and duties hereunder may not be assigned or
     transferred, either in whole or in any part by Reseller without the express
     prior written consent of Antigua Online Gaming, which consent shall not be
     unreasonably withheld.


13.
     Binding Effect.

     This Agreement and the provisions hereof shall be binding upon and inure to
     the benefit of the subsidiaries, affiliates, officers, directors,
     employees, agents, families, heirs, beneficiaries, executors,
     administrators, personal representatives, successors-in-interest and
     assigns of the respective parties hereto, and any entity which acquires
     either of the respective parties hereto.


14.
     Severability.

     If it is determined by a court of competent jurisdiction that any provision
     contained in this Agreement is illegal or unenforceable, such determination
     shall solely affect such illegal or unenforceable provision and shall not
     affect the validity or enforceability of the remaining provisions of this
     Agreement.


15.
     Further Acts.

     Each party agrees to perform such further acts and to execute and deliver
     to the other party any and all further documents which are required to
     carry out the purpose and intent of this Agreement or any of the provisions
     contained herein.


16.
     Notices.

     Except as otherwise provided herein, all notices, payments, or any other
     communications provided for herein shall be in writing or emailed and shall
     be given by email or personal delivery, or by mail, certified or
     registered, postage prepaid, return receipt requested, sent to the other
     party to this Agreement to whom it is given at the address set forth below,
     or such other address as either party to this Agreement may direct by
     notice given in accordance with the provisions of this Section. All notices
     shall be deemed effective upon personal delivery, or seven (7) days


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     following deposit in the mail, or three (3) days following delivery through
     electronic mail (email):

     Email: support@starnetsystems.net


17.
     Dispute Resolution.

     17.1.

     Agreement to Submit to Binding Arbitration. Except as otherwise provided
     below, the parties agree to submit disputes between them relating to this
     Agreement and its formation, breach, performance, interpretation and
     application to binding arbitration as follows.

     17.2.

     Notice. Each party will provide written notice to the other party of any
     dispute within six (6) months of the date when the dispute first arises or
     occurs. If a party fails to provide such notice, recovery on the dispute
     will be barred.

     17.3.

     Arbitration Rules. Arbitration will be conducted in Antigua, pursuant to
     the Arbitration legislation then in effect in the Antigua. Except as
     otherwise agreed, the arbitration shall be conducted by a single
     arbitrator. The arbitration award will be final and binding and may be
     enforced in any court of competent jurisdiction.

     17.4.

     Costs and Attorneys' Fees. Unless the arbitrator finds that exceptional
     circumstances require otherwise, the arbitrator will grant the prevailing
     party in arbitration its costs of arbitration and reasonable attorneys'
     fees as part of the arbitration award.

     17.5.

     Exceptions. Neither party will be required to arbitrate any dispute
     relating to actual or threatened: (a) unauthorized disclosure of
     Confidential Information; or (b) violation of Antigua Online Gaming's
     proprietary rights. Either party will be entitled to receive in any court
     of competent jurisdiction injunctive or other equitable relief, in addition
     to damages, including court costs and fees of attorneys and other
     professionals, to remedy any actual or threatened violation of its rights
     with respect to which arbitration is not required hereunder.


18.
     Relationship of the Parties.

     This Agreement does not create a partnership or joint venture between the
     parties hereto and neither party shall have the power or authority to
     obligate or bind the other in any manner whatsoever.


19.
     Entire Agreement.

     This Agreement supersedes all prior negotiations, understandings and
     agreements between the parties hereto concerning the subject matter hereof.
     This Agreement may not be changed nor modified, nor may any provision
     hereof be waived, except in a writing signed by the parties hereto.


20.
     Governing Law.

     This Agreement shall be governed by and construed in accordance with the
     laws of Antigua.


21.
     Survival of Rights.

     Notwithstanding anything to the contrary contained in this Agreement, any
     obligations which remain executory after expiration of this Agreement shall
     remain in full force and effect until discharged by performance and such
     rights as pertain thereto shall remain in full force and effect until their
     expiration.


22.
     Headings.

     The headings used in connection with the paragraphs and subparagraphs of
     this Agreement are inserted only for purposes of reference. Such headings
     shall be not deemed to govern, limit, modify or in any other manner affect
     the scope, meaning or intent of the provisions of this Agreement, nor shall
     such headings otherwise be given any legal effect.



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