ANTIGUA AND BARBUDA
                               -------------------
                                    A.D. 2001
                                    ---------

THIS AGREEMENT made the 1st day of August, 2001
BETWEEN  AMERICAN  INTERNATIONAL  BANK LTD., (In  Receivership) of Woods Centre,
Friars  Hill Road,  St.  John's  Antigua  and  Barbuda  (hereinafter  called the
"Landlord")  which  expression  where the  context  so admits  had  include  the
Reversioner  for the time being expectant upon the terms created of the ONE PART
and NET FORCE  ENTERTAINMENT  Inc.  having its  registered  office  situated  at
ROBERTS  &  CO.  of  Upper  Nevis  Street,  St.  John's,   Antigua  and  Barbuda
(hereinafter called the "Tenant") of the Other Part.
WHEREAS:
1.   The Landlord is the lessor of property  situate at Woods Centre  aforesaid,
     known as the Mezzanine floor,  containing 10,375 Sq. feet more or less, and
     the Tenant being  desirous of renting Suite #10 therein,  measuring a total
     of approximately  240 Sq. ft, a section of the said Mezzanine  floor,  from
     the Landlord.
2.   WITNESSETH AS FOLLOWS:
     The Landlord  hereby  contracts with the Tenant to rent to the Tenant,  the
     aforementioned   suite  containing  by   admeasurement   240  square  feet,
     (hereinafter  known as the  "demised  premises")  TO HOLD the same unto the
     Tenant  for the term of 1 year from the 1st day of  August  2001 to the 1st
     day of  August  2002,  paying  therefore  a monthly  rental of  EC$1,680.00
     inclusive of water,  and  electricity  on the First day of each  subsequent
     month.


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                                       .2.


AN ADDITIONAL  SUM of  EC$1,680.00  shall be paid to the Landlord on the date of
the execution of this Agreement in the form of a security  deposit,  which shall
be returnable to the Tenant less  deductions due to the Landlord,  in respect of
arrears of rent or any damage done to the premises and or fixtures and fittings,
or equipment  belonging to the  Landlord,  not being the result of fair wear and
tear.
3.   THE TENANT HEREBY COVENANTS WITH THE LANDLORD:
(i)       To pay the  reserved  rents and deposits on the days and in the manner
          aforesaid.
(ii)      To pay all  Solicitors  costs as stipulated by the Antigua and Barbuda
          Bar Association, with regard to the preparation of this agreement.
(iii)     To pay all  charges in respect  of  telephones,  used by the Tenant in
          respect of the said premises.
(iv)      To permit the Landlord or his agents at all reasonable  times to enter
          and examine the state of repair of the demised and forthwith to repair
          and amend in a proper  and  workmanlike  manner  any  damage for which
          written notice shall be given to the Tenant or left on the premises.
(v)       To permit  the  Landlord  with  workmen  and  others to enter upon the
          premises for the purposes of the  repairing,  altering or renewing any
          part of the  premises,  during the period for which,  the  Landlord is
          responsible for these repairs or the sewers,  drain or watercourses of
          the said building or the adjoining premises.


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                                       .3.


(vi)      Not to make any  alterations  in or additions to the premises  without
          the previous consent of the Landlord.
(vii)     Not to assign or underlet  the  premises or any part  thereof  without
          the previous  written consent of the Landlord,  and which consent must
          not be unreasonably with-held.
(viii)    To keep  the  leased  area of the  premises  in a  clean and  sanitary
          condition at all times.
(ix)      Not to store or bring upon the  premises  any  articles of a specially
          combustible, inflammable, or dangerous nature and not to do, to permit
          or suffer,  anything to be done by reason whereof the present,  or any
          future  policy of Insurance  against fire on the building of which the
          demised  premises  form  part  may be  increased  and to  repay to the
          Landlord all sums paid by way of increased  premium  occasioned by the
          permitted  use by the Tenant,  or any gas or  electrical  machinery or
          other appliances in the Tenant's business or otherwise.
(x)       To use the premises for the  operation of an Internet  Gaming  Virtual
          Casino and Sports Book only.
4.   THE LANDLORD HEREBY COVENANTS with the Tenant as follows:
     (1)  To keep the external parts of the premises in good repair.
     (2)  That the Tenant  paying the rent hereby  reserved,  and  observing and
          performing the several covenants, and stipulations herein, on his part
          contained,  shall  peaceably  hold, and enjoy,  the demised  premises,
          during the said term without any interruption by the landlord,  or any
          persons rightfully claiming under or in trust for him.


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                                       .4.


     (3)  To keep the premises insured against loss or damage (unless  resulting
          from some act or default of the Tenant in consequence  whereof payment
          of the insurance  shall be refused and subject to the  provisions  for
          determination  hereinafter contained) and to rebuild and reinstate the
          damage  property.  And if the  premises or any part  thereof  shall in
          consequence of such damage be unfit for occupation for carrying on the
          business  of the  Tenant  then  the  rent  hereby  reserved  or a fair
          proportion  thereof  according  to the nature and extent of the damage
          sustained shall be suspended until the demised premises shall again be
          rendered fully fit for the occupation and any dispute  concerning this
          clause shall be determined by a rental  arbitration in accordance with
          the  Arbitration  Act Cap 47 of the Law of  Antigua &  Barbuda  or any
          statutory enactment in that behalf for the time being in force.
5.   PROVIDED ALWAYS AND IT IS HEREBY AGREED as follows:
     (1)  If the rent hereby  reserved or any part  thereof  shall be unpaid for
          thirty days after becoming payable (whether formally demanded or not),
          or if any covenant on the Tenants part herein contained,  shall not be
          performed or observed or if the Tenant for the time being shall become
          bankrupt or enter into any composition  with his creditors,  or suffer
          any distress or execution to be levied on his goods,  or if the Tenant

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                                       .5.


          shall enter into liquidation,  whether compulsory, or voluntary, (save
          for the purpose of the reconstruction and amalgamation) then in any of
          the said  cases,  it  shall be  lawful  for the  Landlord  at any time
          thereafter  to re-enter  upon the  premises or any part thereof in the
          name of the whole,  and  thereupon  this  agreement  shall  absolutely
          determine,  but  without  prejudice  to the  right  of  action  of the
          Landlord  in  respect of any  breach of the  Tenant  covenants  herein
          contained.
     (2)  That the  Landlord  will on the written  request of the Tenant made at
          least six calendar  months  before the  expiration  of the term hereby
          created and if there shall not at the time of such request be existing
          breach or  non-observance  of any of the  covenants on the part of the
          Tenants  hereinbefore  contained at the expense of the Tenant grant to
          them a  tenancy  for  the  farther  term  of one  (1)  year  from  the
          expiration  of the said term at a rent to be agreed  and in default of
          agreement then at a rent to be determined by  arbitration  pursuant to
          the  Arbitration  Act Cap.  47 of the Laws of  Antigua & Barbuda  1992
          Revised  Edition and  containing  the like  covenants  and provisos as
          therein contained with exception of the present covenant for renewal.
     (3)  The  Tenant  may from  time to time  during  the said  term and at the
          expiration of the term hereby created,  disannex,  remove,  repossess,
          and  convert  to their  own use,  any  erections  or  fixtures  now or
          hereafter to be erected fixed or made at their  costs upon the demised


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                                       .6.


          premises,  for the purpose of their business as hereinbefore expressed
          doing as little injury as may be to the said premises by such removal,
          and making good such injury as may unavoidably be done.
     (4)  Any  notice  required  to be served  hereunder  shall be  sufficiently
          served if served at least 60 days  before its date of  termination  on
          the Tenant or left addressed to the Tenant at his place of business at
          the demised  premises or left at the Tenants  current  address and any
          notice for the Landlord  shall be served if sent to them by registered
          post or served at least 60 days before its date of  termination on any
          agent  authorized  by him to receive or who have in fact on his behalf
          collected the rent of the demised premises.
IN WITNESS WHEREOF the parties have set their hands the day and year first above
written.

THE COMMON SEAL of American         )
International Bank (In receivership )
was hereunto affixed by:            ) /s/ Edward St. Clair Smith
EDWARD ST. CLAIR SMITH              )..................................
Receiver Manager                    )
                                    )
/s/ signature                       )
.....................................)

THE COMMON SEAL of NET              )
                                    )
FORCE INTERTAINMENT Inc.,           ) /s/ Terry Bowering
was hereunto affixed by:            )..................................
TERRY BOWERING                      )
                                    )
/s/ signature                       )
.....................................)