NET-FORCE SYSTEMS INC.


Draft dated:   [insert month here], [day], [year]


                    SOFTWARE AND MARKETING LICENSE AGREEMENT


Agreement dated oo.

Between:

          Netforce Entertainment Inc.
          with registered offices at
          P.O. Box 1301, 60 Nevis St.
          St. John's, Antigua, W.I.
          ("Licensor")

          and

          o        o
          o  o  [insert address]
          o  o
          ("Licensee")


Whereas:

A.   Licensor licenses the casino software;

B.   Licensee  wishes to the market and promote  wagering on Games on the Casino
     by prospective customers utilizing software licensed from the Licensor;

C.   Licensor  has  agreed to license  the  casino  software  to  Licensee  in a
     non-exclusive   agreement,  in  accordance  with  the  provisions  of  this
     Agreement;

NOW THEREFORE,  in consideration of the premises and mutual covenants herein set
forth, the parties agree as follows:

1.   Definitions

(a)  "Casino" the Internet gaming software offered for licensing by Licensor;

(b)  "Royalty" has the meaning attributed thereto in section 6(a);

(c)  "Confidential  Information" means any information  concerning the property,
     business  or  affairs  of  Licensor  including,   without  limitation,  all
     information   relating  to  existing  and  potential  customers  (including
     Customer  Information),   suppliers,  markets,  marketing  and  advertising
     arrangements, contracts, products, financial information, technology, trade
     secrets, formulae,  applications,  methodologies and know-how,  relating to
     any part of the Licensor's  business,  whether  reduced to written form, or

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                             NET-FORCE SYSTEMS INC.


     ascertained  by inspection or verbal  communication  or  demonstration,  or
     otherwise made available,  but excluding information which was known to the
     Licensee  prior to the time of disclosure  thereof,  information  which was
     generally  available  to the  public or was  otherwise  part of the  public
     domain at the time of disclosure;  or information  which becomes  generally
     available  to the  public or  otherwise  part of the  public  domain  after
     disclosure, other than through any act or omission of the Licensee.

(d)  "Customer  Information"  shall mean all data collected or stored respecting
     Licensor's  customers  including,  without  limiting the  generality of the
     foregoing, name, address, phone and fax number, e-mail address, credit card
     numbers and  expiration  dates or  information  on other types of payments,
     amounts wagered and frequency of wagering;

(e)  "Downloadable Software" shall mean the portion of the Software that must be
     resident on a  customer's  computer in order for the customer to access the
     Casino and play the Games;

(f)  "Games" shall mean the casino style games, sportsbook, lottery, pari-mutuel
     and other games that are played on the Casino using the Software.

(g)  "Master  CD"  shall  mean the  compact  disc  containing  the  Downloadable
     Software that may be used to mass-produce compact discs for delivery to the
     Operator's customers.

(h)  "Net Monthly Revenue" shall mean, with respect to Licensee's Customers, for
     any given calendar month:

     the total of:

     (i)       the total amount wagered on Games in the Casino, less winnings on
               Games;

     (ii)      membership  or other fees that may be charged to customers by the
               Operator   that  are  not  related  to  currency   conversion  or
               transaction processing;

     less the total of:

     (iii)     all taxes,  fees or other  amounts  imposed by any  government or
               regulatory body;

     (iv)      any bonus amount or  complementary  amount credited to Licensee's
               Customers.

     but shall not  include  any tax  credits or other  concessions  received by
     Operator.

(i)  "Licensee's  Customers"  those customers of the Licensee who make wagers on
     Games on an account opened by Licensee;

(j)  "Software"  shall  mean  the  computer  programs  and  system  that  enable
     customers  to access  the  Casino,  play the  Games and make  wagers on the
     Casino, and without limitation includes the Downloadable  Software and Java
     applets that are used to play the Games.

2.   Grant of Software and Marketing License

(a)  Licensor  grants a  non-exclusive  non-transferable  right and  license  to
     Licensee to market and promote wagering on Games on the Casino to customers
     throughout  the world  (subject  to section  5(e)) in  accordance  with the
     provisions  of this  Agreement.  Licensee  acknowledges  that Licensor will
     continue to directly market and promote the wagering on Games on the Casino
     software to  prospective  customers and that it will continue to enter into
     licensing and other  arrangements  with third parties to market and promote
     the wagering on Games on the Casino, during the term of this Agreement.

(b)  Licensor grants to Licensee the non-exclusive,  non-transferable  right and
     license to  distribute  to Licensee's  Customers,  in  accordance  with the
     provisions  of this  Agreement,  any  part of the  Software  that  Licensor
     designates  and  provides  to Licensee  for that  purposes,  including  the
     Downloadable  Software  and Java  applets  and  graphical  artwork  or text
     designated for use by Licensee.  Licensee shall not under any circumstances
     modify in any way, reverse engineer,  disassemble,  decompile, or otherwise
     attempt to render source code from the Software or  Downloadable  Software,
     or to reproduce or  distribute  the  Software or  Downloadable  Software in
     source code format.  Licensee  acknowledges  and agrees that part or all of
     the  Software  and  Downloadable  Software is the  proprietary  property of


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                             NET-FORCE SYSTEMS INC.




     Licensor or others that have licensed its use to Licensor, that it embodies
     substantial  creative  rights,  confidential  and proprietary  information,
     copyrights,  trademarks  and trade  secrets,  all of which shall remain the
     exclusive  property  of  Licensor,   such  party  and/or  their  respective
     licensors.  Licensee  agrees to include such  proprietary  rights  notices,
     markings or legends on any advertisements or promotional  materials for the
     Software or Downloadable Software as Licensor shall reasonably specify from
     time to time.

3.   Fees Payable by Licensee

(a)  Licensee shall pay a one-time non-refundable license fee to Licensor in the
     amount of $oo US, upon the signing of this Agreement by Licensor.

(b)  Licensee shall pay a monthly standby fee ("Standby Fee") to Licensor in the
     amount of $oo US during  the term of this  Agreement,  payable on the first
     day of each  calendar  month,  commencing  with the second  calendar  month
     following  the  calendar  month during which the first wager is made on the
     Casino by one of  Licensee's  Customers.  The Standby Fee shall be prorated
     for any period,  which is less than a complete  calendar  month. If the Net
     Monthly  revenue for a calendar month exceeds $oo US,  Licensor will refund
     the Standby Fee paid by Licensee to Licensor in respect of such month.  The
     refund shall be paid at the same time as the  Commission  for such month is
     paid, pursuant to section 6.

4.   Presentation of Casino Software by Licensor

(a)  Licensor will, at its own expense,  offer the Games and the Casino software
     in the manner that it determines is  appropriate,  in its sole  discretion,
     having  regard  to  the  requirements  imposed  by any  software  licensing
     requirements,  the terms of any license issued by a governmental  authority
     or  any  governmental  requirements,  and  any  legal  requirements  in any
     relevant  jurisdiction  applicable to operation of the Games, the Casino or
     to  customers  wagering on Games on the Casino.  Licensor  will in its sole
     discretion determine, without notice to Licensee:

     (i)       the configuration and graphical interface of the Casino and which
               Games will be available on the Casino; and

     (ii)      the   transaction   processing,   banking  and  other   operating
               arrangements  for the operation of Casino and  transactions  with
               customers and Licensee;

     Licensor will provide  reasonable notice and information to Licensee of any
     resulting  change in operation  of the Casino;  it is  understood  that the
     timing thereof will depend on the circumstances. Licensee acknowledges that
     certain  aspects  of the  operation  of the Casino and of the Games will be
     determined by  governmental  authorities,  Licensor or pursuant to software
     license requirements, including the odds for the Games.

(b)  Licensor will at its own expense  provide to Licensee a copy of the current
     version  of the  Downloadable  Software  in the form of a single  copy of a
     version of the Master CD and may also  provide  access to Java  applets for
     use by Licensee's  Customers on Licensee's  website.  Licensor will arrange
     for the Games to be  operated  so that  customers  wagering on Games on the
     Casino on an account  opened by Licensee can be  identified  as  Licensee's
     Customers. Licensor will also provide to Licensee a copy of any revision or
     upgrade of the  Downloadable  Software or Java applet,  subject to Licensee
     reimbursing  Licensor for any fee or charge  directly  related to Licensee,
     imposed on Licensor for doing so. Licensee  acknowledges that other parties
     or Licensor may own the Software and that  Licensee  will acquire no rights
     in the  Software  pursuant  to  this  Agreement  or  otherwise,  except  as
     expressly provided in this Agreement.

(c)  Licensor will arrange for Licensee to have access to the database and other
     information concerning Licensee's Customers. All Customer Information shall
     be the  property  of  Licensor  and  Licensee  will be entitled to use such
     information only in accordance with this Agreement.

(d)  Licensee acknowledges that there could be interruptions in the operation of
     the Casino.  Notwithstanding anything in this Agreement, Licensor shall not
     be  responsible  or liable  for any loss of income  or loss of  ability  to

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                             NET-FORCE SYSTEMS INC.





     produce income,  on the part of Licensee,  arising from any interruption of
     operation of or access to the Casino,  for any reason  whatsoever,  whether
     Licensor or a third party is at fault.

5.   Obligations of the Licensee

(a)  Licensee  will,  at its own  expense,  use its best  efforts  to market and
     promote prospective customers to open an account with the licensee's casino
     web-site  and make wagers on Games on the Casino,  in  accordance  with the
     provisions of this Agreement.

(b)  Licensee will, at its own expense, implement and maintain a website(s), and
     all uniform resource  locators  related thereto,  to promote and market the
     Games and Casino,  to provide a method for a prospective  customer to apply
     to open an account with the Licensee and to provide a method for a customer
     to download from Licensee's web-site the part of the Software that Operator
     designates and provides to Licensee for that purposes,  pursuant to section
     2(b). Licensee shall remove from each website operated by Licensee any part
     of the Software (including Java applets) as directed by Licensor.

(c)  Licensee will be solely responsible for its website(s) and for the material
     appearing on them. Licensee represents and warrants that it will not use on
     the  website(s) or otherwise use in its  operations  any material  which is
     libelous,  unlawful or otherwise  unsuitable.  Unsuitable material includes
     but is not limited to material  which target persons under 18 years of age,
     displays  child  pornography  or other  illegal  acts,  promotes  violence,
     promotes   discrimination  based  on  race,  sex,  religion,   nationality,
     disability,   sexual  orientation  or  age,  promotes  illegal  activities,
     constitutes   false   advertising   or  violates  or  infringes   upon  the
     intellectual property rights of others.

(d)  Licensee  shall  ensure  that such  website(s),  any  promotional  material
     distributed  by  Licensee  in  electronic  or  other  form  and any  banner
     advertising,  web links or other  arrangements  made by Licensee to promote
     the  Games and  Casino  will  comply  with all of  Licensor's  requirements
     including  displaying  any statement  required by Licensor  concerning  the
     Software,  the proprietary  rights of Licensor or other parties therein and
     any  use of the  names  of  Licensor  or  other  parties.  The  application
     information  for a  prospective  customer  shall  meet  all  of  Licensor's
     requirements.  Licensee  shall  display  on the web  sites  the  Terms  and
     Conditions  of  Play  that  are  required  by  Licensor.  All  advertising,
     marketing  and  promotion  used by License and the content of each web site
     shall,  at the option of  Licensor,  be revised or  modified as directed by
     Licensor.

(e)  Licensee  will, at its own expense,  reproduce and distribute to Licensee's
     Customers duplicate copies of each Master CD (and updates thereof) provided
     by Licensor to Licensee.  Licensee  shall ensure that the packaging for the
     copies of the Master CD, as well as any logo imprinted on the compact disk,
     shall  display  all  proprietary  rights  symbols  such  as  copyright  and
     trademark, as required by Licensor.

(f)  Licensor   acknowledges  that  governmental   authorities   impose  certain
     conditions  on the  operation  of the Games and  Casino  and the use of the
     Software. Licensor may adopt reasonable policies or requirements concerning
     the marketing and promotion of the Games and Casino,  the  acceptance of or
     dealing with customers, and other aspects of the operation of the Games and
     Casino.   Licensee  will  conduct  itself  and  its  operations  in  strict
     compliance  with all such policies or  requirements  of Licensor.  Licensee
     will conduct all aspects of its  operations in strict  compliance  with all
     applicable laws of all relevant jurisdictions.  Licensor may adopt policies
     that it will not allow  Licensee to accept wagers from any person  resident
     in  specific  countries  and to prevent  persons  from using the  Software,
     Games, or the Casino as a  money-laundering  vehicle.  Licensee will comply
     with such policies.

(g)  Licensee will conduct its business as an  independent  contractor  and will
     enter into all  arrangements  for the  purchase  of goods and  services  in
     connection with its business operations in its own name and not in the name
     of or on behalf of Licensor. Licensee will upon request by Licensor provide
     full particulars of each commitment or arrangement made by Licensee for the
     purchase  of  goods  or  services,   including   arrangements   for  banner
     advertising,   web  linking   arrangements  or  other  Internet   marketing
     arrangements.  Licensee will provide evidence satisfactory to Licensor that
     Licensee has satisfied all of its liabilities therefor. If Licensor, acting
     reasonably, determines that Licensee has been delinquent in satisfying such
     obligations  and that may  prejudice  the Licensor or the  operation or the

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                             NET-FORCE SYSTEMS INC.




     Casino, then Licensor may, after providing notice to licensee and providing
     that  Licensee  does not submit  evidence of payment to Licensor  within 48
     hours,  make payments of any  liabilities of Licensee to third parties,  on
     behalf of Licensee,  and may deduct from any amount  payable by Licensor to
     Licensee  the amount of such  payments,  plus a  reasonable  administrative
     processing charge therefor.

(h)  Licensee may enter into "reseller"  arrangements pursuant to which Licensee
     may share with a third  party  ("Reseller")  a portion  of the  Commission,
     subject  to the  approval  of  Licensor,  which  shall not be  unreasonably
     withheld.  Licensee  will  prevent each  Reseller  from  entering  into any
     similar  arrangement with another party,  pursuant to which Reseller shares
     any revenue  arising from the Commission  with another party.  Licensee may
     enter into  arrangements with Resellers for the referral of other Resellers
     provided that Licensor approves such arrangements.

(i)  Licensee  will  indemnify  and  save  harmless   Licensor,   its  officers,
     directors, employees and contractors from all liabilities, losses, expenses
     or claims, including legal fees, arising from the operations of Licensee or
     from any breach by Licensee of any obligation to Licensor.

(j)  Licensor  will not be liable to  Licensee  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,  the  playing  of or  wagering  on the  Games  or the use of the
     Casino,  or any act or  omission  relating  to the  Games or  Casino or the
     marketing and promotion thereof.

(k)  Licensee  shall pay to Licensor all expenses  incurred by Licensor that are
     attributable to Licensee's Customers including:

     (i)       royalty or other payments to third parties in connection with the
               use of Software;

     (ii)      fees for processing of payments for Licensee's Customers;

     (iii)     a reasonable  charge for customer  service provided to Licensee's
               Customers; and

     (iv)      a reasonable  charge for other  expenses  arising  from  services
               provided  to  Licensee's   Customers   including   telephone  and
               telecommunication expenses.

     Licensee  acknowledges  that Licensor may arrange for telephone numbers and
     accounts for customer  support access by Licensee's  Customers and Licensee
     shall pay that all expenses  incurred by Licensor in connection  therewith.
     Such  telephone  numbers and accounts and accounts shall be the property of
     Licensor and Licensor may make use thereof  following  termination  of this
     Agreement.  Any tax credits or similar  concessions in connection with such
     accounts shall not be part of Net Monthly Revenue.

(l)  The  Licensee  shall be  responsible  for  obtaining  and  maintaining  all
     necessary  licenses for the operation of an Internet Gaming business in the
     jurisdiction in which the Licensee chooses to operate.

6.   Payment of Royalty

(a)  Licensee  will pay a Royalty  ("Royalty")  to  Licensor  for the use of the
     casino software,  based on the Net Monthly Revenue of the Casino,  for each
     calendar  month,  attributable  to wagers made on the Casino by  Licensee's
     Customers, computed in accordance with Schedule A.

(b)  The  Royalty for a  particular  month will be payable no later than 31 days
     following the end of such month.  Licensor will provide a statement showing
     the computation of the Royalty.




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                             NET-FORCE SYSTEMS INC.




7.   Term and Termination

(a)  The term of this Agreement commenced effective on [             ] and shall
     continue  in  effect  until [          ]. The term  shall be  automatically
     renewed  indefinitely  for one year periods  unless  Licensee gives written
     notice to Licensor of termination of this Agreement, at least 90 days prior
     to the end of any period.  Licensor may terminate  this Agreement by giving
     written  notice to Licensee at least [90 days]  months  prior to the end of
     any term. Provided,  however, Licensor shall not give notice of termination
     in the first term of this Agreement.

(b)  Notwithstanding  any other provision of this Agreement this Agreement shall
     at the option of Licensor  terminate upon the  termination of any agreement
     for the use by Licensor of the Software.

(c)  Licensor may terminate  this Agreement at any time upon five days notice if
     the  Licensee  is more than 15 days in arrears in paying the Standby Fee or
     is in arrears in paying any third  party  supplier  of goods or  services a
     material  amount.  Licensee shall be allowed to cure such breach during the
     notice period.  For purposes of this section, a material amount shall be an
     amount in excess of $5,000 US.

(d)  Licensor may  terminate  this  Agreement at any time upon 15 days notice if
     the Licensee  becomes  bankrupt or insolvent or ceases carrying on business
     for any reason.

(e)  Licensor may terminate  this Agreement at any time upon five days notice if
     Licensee  conducts  its  operations  in a manner  which in the  opinion  of
     Licensor,  acting  reasonably,  would  result  in  the  termination  of any
     agreement  concerning  the  Software,  the loss of any license  issued by a
     governmental  body  concerning  the  wagering on Games or  operation of the
     Casino,  or  otherwise  materially  prejudices  or impairs  the  conduct by
     Licensor of its operations or business.

(f)  Upon termination of this Agreement:

     (i)       Licensee  shall  immediately  return to  Licensor  any and all of
               materials  (including  Software,  Downloadable  Software and Java
               applets in all forms,  graphical  or text  elements  provided  by
               Licensor  and all media  containing  same,) in which  Licensor or
               other  party  has  any  rights,  that  are in the  possession  of
               Licensee, his agents, and employees;

     (ii)      Representative will remove all banners and text links;

     (iii)     All rights and licenses  granted to Licensee under this Agreement
               shall terminate.

(g)  Upon  termination of this  agreement  Licensor shall pay all amounts due to
     Licensee  within  90 days of  termination  of  this  agreement  (or as soon
     thereafter as practical  having  regard to paragraph 6) and Licensee  shall
     pay  Licensor  any amounts due to Licensor  prior to payment of any balance
     due by Licensor.

8.   Licensee's Relationship with Customers and Employees/Contractors

(a)  Licensee  will not  during the term of this  Agreement  and  following  the
     termination of this  Agreement  directly or indirectly  solicit,  interfere
     with or  endeavor to direct or entice away from  Licensor  any  customer of
     Licensor,  including the Licensee's  Customers.  This  provision  shall not
     apply to any dealing by Licensee  with  Licensee's  Customers in connection
     with accounts with Licensor opened by Licensee,  provided that Licensee has
     not in any manner used Confidential Information in connection therewith and
     otherwise complies with all of the provisions of this Agreement.

(b)  Licensee will not during the term of this Agreement and for a period of two
     (2) years  following the  termination  of this  Agreement  interfere  with,
     entice away, or otherwise  attempt to obtain the withdrawal of any employee
     or independent contractor of Licensor.



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                             NET-FORCE SYSTEMS INC.




9.   Licensor's Relationship with Customers and Employees/Contractors

Licensor will not during the term of this Agreement:

(a)  use any of the database or other information  provided by Licensee pursuant
     to this Agreement concerning Licensee's  Customers,  referred to in section
     4(c),  to directly or  indirectly  solicit,  interfere  with or endeavor to
     direct or entice away from Licensee, Licensee's Customers;

(b)  interfere with,  entice away or otherwise  attempt to obtain the withdrawal
     of any employee or independent contractor of the Licensee.

10.  Regulatory Issues

(a)  The Licensee  warranties  to the Licensor  that it will, to the best of its
     abilities, conduct its Internet Gaming business in legal jurisdictions. The
     Licensee   acknowledges   that  Netforce   Entertainment   Inc.   bears  no
     responsibility  nor  provides  any  specific  direction,  consultation,  or
     interpretation  as to what specific  jurisdictions or target markets may be
     considered legal or otherwise for Internet Gaming operators.

(b)  The  licensee   shall  be  solely   responsible   for   determining   which
     jurisdictions they choose to market to and from where wagers are received.

(c)  The Licensee shall be solely  responsible  for  determining the legality of
     accepting wagers from whichever  jurisdictions they choose to market to and
     from where wagers are received.

(d)  The Licensee  shall  indemnify  Netforce  Entertainment  Inc. for any legal
     costs and fines that arise from any legal  action  taken by a  governmental
     agency or authority as a result of the Licensee  choosing to accept  wagers
     from any jurisdiction  that determines or has determined,  or may determine
     in the future, that Internet wagering is illegal.

11.  Confidentiality

(a)  Licensee  shall  not  disclose,   publish,   or  disseminate   Confidential
     Information or to anyone and Licensee agrees to take reasonable precautions
     to prevent any  unauthorized  use,  disclosure,  publication,  access to or
     dissemination thereof.  Licensee agrees not to use Confidential Information
     for its own or any third party's benefit without the prior written approval
     of an authorized representative of the Licensor in each instance.

(b)  Licensee  shall not disclose the terms or contents of this Agreement to any
     third  party.  Notwithstanding  the  foregoing,   Licensee  may  make  such
     disclosure  to its  professional  advisors,  who are bound to maintain  the
     confidentiality thereof, or as required by applicable law, provided that it
     provides   notice  to  Licensor  of  the  particulars   thereof.   Licensee
     acknowledges  that  disclosure  of the terms of Agreement to third  parties
     would cause considerable  damage to Licensor with respect to the present or
     future dealings it has or may have with any other parties with which it has
     or proposes to have a business  relationship  concerning  the  marketing or
     promotion of the Casino.  Accordingly,  if Licensee breaches the provisions
     of this section,  Licensor  shall be entitled to terminate  this  Agreement
     forthwith upon notice to Licensee.

12.  Notices

Unless otherwise provided in Agreement,  any notice provided for under Agreement
shall be in writing and shall be sufficiently given if delivered by courier,  if
transmitted  by  facsimile  with  an  original  signed  copy  delivered   within
twenty-four hours thereafter,  or mailed by prepaid registered post addressed to
Licensor or Licensee at their  respective  addresses  set forth below or at such
other than current address as is specified by notice.

          To Licensor:          Suite #10, Woods Centre, P.O. Box W-645
                                St John's, Antigua, WI
                                Fax:     268.481.1999
                                Copy by E-Mail (for information purposes only):
                                netforce@candw.ag


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<PAGE>


                             NET-FORCE SYSTEMS INC.




          To Licensee:          o o o
                                Fax:     o o o
                                Copy by E-Mail (for information purposes only):
                                o o o

Notice  shall be  deemed to be  effective  upon  delivery,  if  delivered,  upon
facsimile  transmission  if  transmitted  by  facsimile,  or five  business days
following mailing, if mailed.

13.  Entire Agreement and Schedule

The parties agree that  Agreement and its Schedule  constitute  the complete and
exclusive statement of the terms and conditions between the parties covering the
performance hereof and cannot be altered,  amended or modified except in writing
executed by an authorized representative of each party.

14.  Arbitration

All disputes  arising in connection with this Agreement shall be finally settled
under the Rules of Conciliation and Arbitration of the International  Chamber of
Commerce by a single arbitrator appointed in accordance with such rules, and the
place of arbitration shall be St. John's,  Antigua, West Indies, or as otherwise
agreed by the parties.  Provided,  however,  should any dispute arise under this
Agreement,  the parties shall endeavor to settle such dispute  amicably  between
them.  In the event that the parties  fail to agree upon an  amicable  solution,
such dispute shall be determined by arbitration as aforesaid.

15.  Parties to Act Reasonably

The parties  agree to act  reasonably in exercising  any  discretion,  judgment,
approval  or  extension  of time that may be  required to effect the purpose and
intent of  Agreement.  Whenever  the  approval or consent of a party is required
under Agreement, such consent shall not be unreasonably withheld or delayed.

16.  Time to be of the Essence

Time is of the essence.

17.  Number and Gender

In this  Agreement the use of the singular  number  includes the plural and vice
versa the use of any gender includes all genders, and the word "person" includes
an  individual,  a trust,  a  partnership,  a body  corporate  and  politic,  an
association and any other incorporated or unincorporated organization or entity.

18.  Captions

Captions or descriptive  words at the  commencement of the various  sections are
inserted  only for  convenience  and are in no way to be  construed as a part of
Agreement or as a limitation  upon the scope of the particular  section to which
they refer.

19.  Non-assignability

This  Agreement  is personal to the  Licensee and the Licensee may not assign or
transfer  any of its rights or  obligations  under  Agreement  without the prior
written consent of Licensor.




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<PAGE>


                             NET-FORCE SYSTEMS INC.




20.  Benefit

This Agreement shall enure to the benefit of and be binding upon the parties and
their respective successors and permitted assigns.

21.  Waiver

No condoning,  excusing or waiver by any party hereto of any default,  breach of
non-observance  by any other party hereto,  at any time or times with respect to
any covenants or conditions herein contained,  shall operate as a waiver of that
party's rights  hereunder with respect to any continuing or subsequent  default,
breach or nonobservance,  and no waiver shall be inferred from or implied by any
failure to exercise any rights by the party having those rights.

22.  Further Assurances

Each of the parties  hereto hereby  covenants and agrees to execute such further
and other  documents and  instruments and to do such further and other things as
may be necessary to implement and carry out the intent of Agreement.

23.  Cumulative Rights

All rights and  remedies of Licensor are  cumulative  and are in addition to and
shall not be deemed to  exclude  any other  rights or  remedies  allowed  by law
except as specifically  limited hereby. All rights and remedies may be exercised
concurrently.

24.  Prior Agreements

This Agreement,  including its Schedules,  contains all of the terms agreed upon
by the parties  with respect to the subject  matter  herein and  supersedes  all
prior agreements,  arrangements and understandings with respect thereto, whether
oral or written.

25.  Severability

If any part of Agreement is  unenforceable  because of any rule of law or public
policy, such unenforceable  provision shall be severed from Agreement,  and this
severance shall not affect the remainder of the Agreement.

26.  No Partnership

Notwithstanding  anything in this Agreement, no part of this Agreement,  nor the
Agreement  as a whole shall be  construed  as creating a  partnership  or agency
relationship  between the parties.  If any part of this Agreement  should become
construed as forming a partnership  or agency  relationship,  that part shall be
amended such that no partnership or agency  relationship  is created,  but, that
part achieves what it was originally intended to achieve.

27.  Dollar Amounts

All references to money or specific dollar amounts in this Agreement are in
United States Dollars.

28.  Interpretation

In the  interpretation  of this Agreement or any provision  hereof, no inference
shall be drawn in favor of or  against  any party by virtue of the fact that one
party or its agents may have drafted this Agreement or such provision.






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<PAGE>


                             NET-FORCE SYSTEMS INC.




In witness whereof the parties have executed Agreement.


                                                Netforce Entertainment Inc.

                                                Per:


                                                --------------------------------
                                                President



Witness                                         [                           ]





                                                [Licensee                   ]

                                                Per:


                                                --------------------------------
                                                [Title                      ]



Witness                                         [                           ]


































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<PAGE>


                             NET-FORCE SYSTEMS INC.




                                   SCHEDULE A

Licensee will pay the Royalty to Licensor,  based on the Net Monthly  Revenue of
the Licensee's Casino,  for each calendar month,  attributable to wagers made on
the Casino by Licensee's Customers as follows:


  Net Monthly Revenue of Licensee's Customers       Royalty Payable To Licensor
                                                    as % of Net Monthly Revenue
                                                      of Licensee's Customers
-----------------------------------------------     ----------------------------
0 to $500,000                                                 40%
$500,001 to $1,000,000                                        35%
$1,000,001 to $5,000,000                                      30%
$5,000,001 to $10,000,000                                     27.5%
In excess of $10,000,000                                      25%


The  following  transaction  costs and fees will be  payable by  Licensee.  Such
costs,  fees and the  following  reserve will be in addition to monthly  royalty
fees paid by Licensee:

<TABLE>
<CAPTION>
Expenses incurred by           Pursuant to section 5(j)
Operator that are
attributable to Licensee's
Customers
--------------------------     -----------------------------------------------------------
<S>                            <C>
Merchant costs:                Discount rate 6.0%
Reserve (on a rolling
basis):                        10% if chargebacks are less than 5% of Commission
                               25% for 180 days if chargebacks exceed 5% of Commission
Transaction fee:               $1.60 per transaction applied to both debit and credit
                               transactions
Alternative Processors         Determined at the discretion of Netforce Entertainment Inc.
Chargeback:                    $25.00 per chargeback transaction
Payout processing fee:         $5.00 per payout
</TABLE>

The above costs and fees are subject to change, based on market rates.






















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