EXHIBIT 10.1

                           SOFTWARE LICENSE AGREEMENT

               This Agreement made as of the 27 day of October, 2006

BETWEEN:

               RNG GAMING LTD.
               9 Myrtle Street, Douglas, Isle of Man ("GRNG")

AND

               GOLDEN PALACE LIMITED
               a company organized under the laws of Antigua & Barbuda
               ("LICENSEE")

WHEREAS

A.   GRNG has all the rights in the intellectual property as set forth herein.

B.   GRNG is the owner and developer and/or has all rights to license to third
     parties the object code version of a computer software application that
     allows multiple users to participate in online blackjack games, including
     any additions, modifications, alterations, enhancements and upgrades
     thereto, and the user interface related thereto (i.e. gaming client), as
     well as the Internet gaming server software required to run the foregoing
     (i.e. gaming server), as more particularly described in SCHEDULE B (the
     "SOFTWARE"); and

C.   Licensee desires to obtain a non-transferable, limited license (without the
     right to sublicense, except as otherwise provided herein) to use the
     Software according to the terms and conditions of this Agreement, and GRNG
     has agreed to grant Licensee such license on the terms and conditions of
     this Agreement; and

D.   GRNG is willing to provide the Software to Licensee subject to the terms
     set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   DEFINITIONS.

Except as defined elsewhere in this Agreement, terms that are used in this
Agreement are defined in SCHEDULE A.


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2.   GRANT OF LICENSE - SUPPORT

2.1. LICENSE. Subject to the terms and conditions of this Agreement, GRNG grants
     to Licensee, subject to any restrictions and limitations set forth herein
     or in applicable law, a perpetual (subject only to termination in
     accordance with the terms set forth herein) non-transferable (except as
     provided herein) license to use, perform, present, and operate the Software
     for the purpose of displaying, managing and operating Online Gaming,
     through itself or through affiliates and "white label" web sites (the
     foregoing shall not be deemed to constitute a sublicense) subject to the
     terms of this Agreement including the exhibits (the "LICENSED RIGHTS").
     Accordingly, all rights granted to Licensee pursuant to this Agreement
     shall be deemed to also be granted to any affiliate of Licensee. The
     Licensed Rights shall be granted for the duration of the Term. Licensee
     shall further have the right to distribute and transmit the gaming client
     portion of the Software to Players, and to grant to Players the right to
     use the gaming client portion of the Software. GRNG will continue to have
     the right to use, modify, upgrade or license the Software, as it desires,
     provided that the rights of Licensee hereunder shall not be damaged or
     diminished in any way. GRNG shall provide Licensee with standard and
     regular modifications, upgrades or enhancements to the Software as agreed
     between the Parties from time to time, and shall be obligated to license
     all modifications, upgrades or enhancements to the Software to Licensee at
     no additional cost to Licensee. For clarity, Licensee will not receive the
     source code for the Software, but such source code shall be deposited in
     escrow in accordance with the terms set forth herein. In addition, the
     Licensed Rights shall extend to any new software applications released by
     GRNG during the Term and such new software shall be made available to
     Licensee upon the same terms and conditions as set out herein, save and
     except that there shall be no Royalty Advance, implementation costs or
     technical support costs applicable thereto. Notwithstanding anything else
     contained herein, Licensee shall be permitted (without the prior consent of
     GRNG) to grant a sublicense of the Licensed Rights to the entity which owns
     and operates www.get21.com.

2.2. RESERVATION OF RIGHTS. Other than the rights explicitly granted herein,
     Licensee shall have no other rights, express or implied, in the Software or
     any component thereof. Without limiting the generality of the foregoing,
     Licensee acknowledges that the Software, including, without limitation, any
     updates, upgrades and modifications thereto provided by GRNG, and the
     Documentation, is commercially valuable and proprietary to GRNG, and
     Licensee agrees and undertakes not to, except as permitted in this
     Agreement: (i) use the Software, or part thereof, in a service bureau or
     outsourcing arrangement in support of any third-party; (ii) sell, lease,
     sublicense or distribute the Software, or part thereof, or otherwise
     transfer the Software other than as expressly permitted herein; (iii)
     reverse engineer, decompile, disassemble, or otherwise reduce to
     human-perceivable form the Software's source code, or part thereof; (iv)
     modify, revise, enhance, or alter the Software other than for internal use
     purposes in accordance with the terms set forth herein which shall include
     modifications required in order to properly install and integrate the
     Software with Licensee's technical infrastructure; and (vi) use any backup
     or archival copies of the software components within the Software, or allow
     any third party to use such copies, for any purpose other than to replace
     an original copy in the event of the destruction of such foregoing software
     components, if the Software becomes defective, in any other computer system
     other than Licensee's, without GRNG's express prior written authorization.
     The rights set forth herein may not be pledged, mortgaged or otherwise
     encumbered by Licensee in whole or in part, except with the prior written
     approval of GRNG, such approval not to be unreasonably withheld.
     Notwithstanding the foregoing, nothing set forth herein shall prevent
     Licensee from creating or marketing products or services that are
     unrelated, or made without reference to, or use the Deliverables (as
     defined in Section 2.3 below) ("LICENSEE'S IP"); PROVIDED, HOWEVER, that,
     during the course of Licensee's development, formulation and marketing
     efforts with respect to Licensee's IP, Licensee does not violate any of the
     terms and conditions of this Agreement.


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2.3. DELIVERY OF SOFTWARE AND DOCUMENTATION. Within one hundred (100) days from
     the execution of this Agreement, GRNG shall deliver to Licensee in
     electronic form (i) a complete copy of the machine executable object code
     of the Software (the "EXECUTABLE CODE"); and (ii) Documentation relating to
     the Software necessary to run, maintain, support, and troubleshoot the
     Software (which, together with the Code shall constitute the Deliverables).
     Licensee may make copies of the Documentation for internal purposes only,
     and only as necessary to facilitate Licensee's use of the Software subject
     to the terms and conditions of this Agreement, and such copies shall remain
     GRNG's Confidential Information and Intellectual Property. Licensee shall
     have unrestricted `read' access to all Software files and databases. GRNG
     shall keep all documentation of Software files, lay-outs and database
     schemas up to date throughout the Term, and shall provide same to Licensee
     upon request from time to time throughout the Term.

2.4. INTEGRATION & SET-UP Subject to payment as further detailed in SCHEDULE C,
     GRNG shall integrate the Software with Licensee's technical infrastructure
     in accordance with Licensee's then current Application Programming
     Documentation (API). GRNG acknowledges that it has received a current copy
     of Licensee's API, and Licensee agrees that it shall provide written notice
     to GRNG of any changes thereto. Upon the completion of a successful and
     satisfactory integration to Licensee's satisfaction, in its sole
     discretion, Licensee shall provide GRNG with written confirmation of its
     acceptance of the Software ("ACCEPTANCE").

2.5. ESCROW. Not later than 20 days following Acceptance and following any
     upgrades, modifications or enhancements to the Software or new releases of
     the Software, GRNG shall deposit the source code of the Software (or
     upgrade, modification, enhancement or new release, as the case may be) in
     the hands of a reputable escrow agent, in accordance with reasonable terms
     to be agreed upon by the parties and such escrow agent. The source code
     held in escrow shall include everything required to turn the source code
     into a binary/executable code, including but not limited to build scripts
     and documentation of environmental requirements such as special compiler
     switches, operating systems, etc. Licensee shall automatically and
     immediately have the right to have access to, and use such source code (for
     the sole permitted use of utilizing the Software pursuant to the terms and
     conditions set forth herein, and in accordance with all limitations agreed
     to by Licensee pursuant to this Agreement) solely in the event of: (a)
     GRNG's bankruptcy (that remains unstayed for a period of greater than 30
     days); (b) GRNG's cessation as a going concern; (c) GRNG's demonstrated
     inability to repay its debts in the normal course of business or (d) GRNG's
     material breach of this Agreement such that Licensee is not able to use the
     licensed Software in accordance with the terms of this Agreement. In the
     event that any of the foregoing conditions ceases to be in effect, the
     source code shall be returned to escrow and Licensee's access to such
     source code shall immediately cease (following which Licensee shall certify
     that it has returned such source code and that it does not retain any
     copies thereof, in any form). Licensee acknowledges that the source code
     shall remain, at all times, the confidential and proprietary information of
     GRNG and that GRNG shall maintain and shall hold all intellectual property
     rights with respect thereto.


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2.6. USE. Licensee's sole purpose for licensing the Software will be to use it
     as part of its offering of Online Gaming.

2.7. OPERATION. Licensee shall be responsible for all aspects of operation of
     the Software and Online Gaming service vis-a-vis the Player, including but
     not limited to Player registration, Player support, financial services such
     as debit, credit and credit card clearance, credit card fraud prevention
     and Player collusion fraud prevention.

2.8. SUPPORT. Throughout the Term (as defined in Section 5.2) and in
     consideration of the technical support fee to be paid by Licensee to GRNG
     as stipulated in SCHEDULE C hereto, GRNG will provide Licensee with support
     services, as set out in SCHEDULE D.

2.9. GRNG ENHANCEMENTS. GRNG will have the obligation to license to Licensee any
     enhancements, additions or improvements developed by GRNG for the Software,
     which and when they become available to GRNG's other licensees, at no
     additional cost to Licensee.

2.10. PLAYER SUPPORT. Licensee shall have the sole responsibility to make
     available and provide to Players all customer support relating to the
     Software (or any part thereof).

2.11. INSTALLATION. GRNG shall assist Licensee in the installation and
     configuration of simple network management protocol (SNMP) agents on all
     server platforms, including Licensee's database management system. GRNG
     shall recommend trigger levels for various metrics that require further
     attention by either Licensee or GRNG.

2.12. REQUIRED SERVICE LEVEL. GRNG will provide Licensee with the specifications
     for all hardware platforms, operating systems, database management systems
     and any other ancillary products and services required to operate the
     Software to achieve a satisfactory level of service to eight thousand
     (8,000) concurrent logged-in Players. To the extent that Licensee discovers
     after launching the Games that additional servers or products are necessary
     to achieve a satisfactory level of service at the indicated number(as
     determined by the parties, acting reasonably), GRNG will pay fifty percent
     (50%) of the cost of the additional platforms, software or servers acquired
     by the Licensee in order to achieve the required service level.

2.13. SKINS. GRNG shall develop `skins' of the Software, as requested by
     Licensee and to the extent stipulated in SCHEDULE C. With respect to any
     skins which Licensee requests after Acceptance of the Software, GRNG shall
     develop such skins within fourteen (14) working days of request by
     Licensee.

3.   RESTRICTIONS ON LICENSED RIGHTS

     COMPLIANCE WITH LAWS/EXPORT RESTRICTIONS. Licensee will comply with all
     applicable laws, regulations and rules applicable to its use of the
     Software, and will not operate or allow the Software to be operated or used
     in contravention of applicable laws, rules or regulations. For avoidance of
     doubt, Licensee warrants and represents that the Software shall not be used
     in the USA and/or offered for use to US residents.


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     Furthermore, Licensee warrants and represents that to ensure that Software
     is unavailable to US residents, Licensee shall:

     o    Block any US option of real money registration.

     o    Block the US player payment method (credit cards and any additional
          payment instruments).

     o    IP block - any player, whose IP, as provided by his ISP, is originated
          in the US will be blocked from depositing money.

4.   FEES

4.1  FEES. In consideration of the grant of the Licensed Rights, Licensee will
     pay to GRNG fees in accordance with SCHEDULE C, including but not limited
     to a revenue share ("ROYALTY"). All payments of the Royalty shall be paid
     on a monthly basis by wire transfer, to an account designated in writing by
     GRNG, and shall be due, for each calendar month within fourteen (14) days
     after the end of each such calendar month.

4.2  ROYALTY ADVANCE. Notwithstanding s.4.1, Licensee shall pay to GRNG an
     advance on the Royalty ("ROYALTY ADVANCE"), in accordance with SCHEDULE C.
     The Royalty Advance shall be applied towards the Royalty otherwise due and
     payable in accordance with s.4.1 herein, and no Royalty shall be payable by
     Licensee until the Royalty Advance has been fully applied.

4.3  ROYALTY ADJUSTMENT. Notwithstanding anything else contained herein, it is
     understood and agreed that the Software is being licensed by Licensee on a
     `most favoured licensee' basis. Accordingly, if, at the end of any calendar
     year during the Term, it is determined that one or more licensees of GRNG
     have paid an effective average royalty over such calendar year which is
     less than the Royalty percentage paid by Licensee (the "Lowest Royalty
     Percentage"), Licensee shall be entitled to an adjustment ("Adjustment") of
     the Royalty paid for such calendar year equal to the difference between the
     Royalty paid by Licensee and the royalty which would have been payable by
     Licensee at the Lowest Royalty Percentage. The Adjustment shall be payable
     by way of set-off against future Royalties owing for the ensuing calendar
     year or, upon termination of the Agreement, by way of immediate payment by
     GRNG to Licensee. Throughout the Term, GRNG shall provide to Licensee all
     information, documentation and records required for Licensee to confirm
     whether an Adjustment is required.

4.4  TAXES. Licensee is solely responsible for payment of any applicable taxes
     assessed upon and payable by Licensee (including sales or use taxes,
     intangible taxes, and property taxes) resulting from its acceptance of this
     license or from its possession and use of the Software.

4.5  LATE PAYMENTS. Failure to pay any amount in accordance with this Agreement,
     on the due date, will be subject to a late charge of 1.0% per month (12%
     per year), or the maximum lawful rate, whichever is less, compounded
     monthly, until paid in full.

4.6  OTHER EXPENSES RELATED TO USE OF SOFTWARE. Licensee will be solely
     responsible for all costs arising out of or in connection with its use of
     the Software (including without limitation payment processing, payment
     fraud, collusion prevention, Player service, marketing and chat and
     Blackjack room management).


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4.7  REPORTS. Together with each payment of Royalties, Licensee shall submit to
     GRNG a Royalty report in a form mutually agreed by the parties which shall
     be certified by an authorized representative of Licensee and shall state
     the breakdown of the Rake.

4.8  RECORDS. It is agreed by the parties hereto that all computations relating
     to determination of the amounts of Royalties due and payable pursuant to
     this Agreement shall be made in accordance with internationally recognized
     and generally accepted accounting principles.

4.9  AUDIT. During the Term of this Agreement and for one (1) year after
     termination of this Agreement, GRNG shall be entitled to audit books and
     records of Licensee which pertain to this Agreement at any time, but no
     more than once a year, for the sole purpose of confirming the accuracy of
     payments due hereunder. Any such audit shall be performed upon no less then
     5 days' prior written notice, and during normal business hours and at
     GRNG's expense by recognized regional or national accounting firms with a
     presence in the UK; provided, however, if such audit reveals an
     underpayment of five percent (5%) or more of the amount that should have
     been paid to GRNG for the period audited, then Licensee shall bear the
     reasonable expense of such audit in addition to the deficiency. In the
     event of any underpayment of Royalties, Licensee shall promptly remit to
     GRNG all amounts due. In the event of any overpayment of Royalties, GRNG
     shall promptly remit to Licensee the amount of such overpayment. All
     individuals or entities participating in the audit pursuant to this Section
     shall execute a confidentiality agreement, which shall be reasonably
     approved by Licensee.

5.   TERM & TERMINATION

5.1  INITIAL TERM. The initial term of this Agreement shall be four (4) years
     commencing on the Effective Date and terminating 4 years later, unless or
     until otherwise terminated pursuant to the terms set forth herein (the
     "Initial Term").

5.2  RENEWAL TERMS. This Agreement shall automatically renew for successive
     renewal terms of one (1) year each ("Renewal Terms"), unless Licensee in
     its sole discretion gives written notice, not less than one hundred twenty
     (120) days prior to the end of the then-current term, of its intention to
     terminate this Agreement at the end of the then-current term. The Initial
     Term and any Renewal Terms shall be referred to as the "Term".

5.3  TERMINATION. This Agreement may be terminated only: (i) by Licensee, upon
     providing no less than six (6) months' prior written notice to the other
     party; (ii) by either party in the event the other party has committed a
     material breach including but not limited to payment of any amounts due
     pursuant to SCHEDULE C, infringement of Intellectual Property or breach of
     confidentiality obligations of Licensee set forth in this Agreement, all
     provided that such breach has not been cured within 30 days after written
     notice thereof has been delivered by the non-breaching party to the
     breaching party; (ii) by Licensee, upon material breach of GRNG of this
     Agreement such that Licensee is not able to use the licensed Software in
     accordance with the terms of this Agreement; or (iii) by mutual written
     agreement of the parties.


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5.4  NO TERMINATION LIABILITY. In the event of termination by either party in
     accordance with any of the provisions of this Agreement, neither party
     shall be liable to the other, as a result of such termination, for
     compensation, reimbursement or damages on account of the loss of
     prospective profits or anticipated sales or on account of expenditures,
     inventory, investments, leases or commitments in connection with the
     business or goodwill of either party.

5.5  CONSEQUENCES OF TERMINATION. Upon termination of this Agreement, the
     license granted to Licensee in this Agreement shall terminate and Licensee
     shall immediately discontinue all further use of the Software promotion,
     marketing or sale, leasing, licensing or any other distribution of the
     Software. Without limiting the generality of the foregoing, upon
     termination Licensee shall (i) promptly (within 5 days) return to GRNG any
     tangible property representing disclosed Confidential Information divulged
     by GRNG and all copies thereof; and (ii) immediately erase/delete any such
     Confidential Information held by it in electronic form, and certify as to
     such return and/or destruction. Notwithstanding the aforementioned,
     Licensee may continue, to provide maintenance and support services to its
     existing users.

5.6  TERMINATION FOLLOWING BREACH OF CONFIDENTIALITY. If Licensee breaches
     Section 12.8, GRNG may terminate the Licensed Rights and this Agreement
     with immediate effect, by giving Licensee written notice of the breach.

5.7  INSOLVENCY/BANKRUPTCY. Either party hereto may terminate this Agreement
     with immediate effect, by providing the other party with written notice, if
     the other party has experienced an event of Insolvency.

5.8  NON-EXCLUSIVE REMEDIES. The remedies set forth in this Section 5 are
     non-exclusive and any waiver of any of such rights and remedies shall not
     constitute a waiver of any other rights or remedies that either party may
     hold.

6.   INTELLECTUAL PROPERTY OWNERSHIP

6.1  SOFTWARE. GRNG DOES NOT SELL OR TRANSFER TITLE IN THE SOFTWARE, OR ANY PART
     THEREOF, TO LICENSEE, OR ANY THIRD PARTY. Other than the Licensed Rights
     and as further set forth herein, Licensee acquires no rights whatsoever in
     connection with the Software and the Documentation. Licensee shall not
     assert any claim of ownership of, or any claim to the Software or
     Intellectual Property of GRNG by reason of Licensee's use thereof or
     otherwise and shall not challenge or allow any party to challenge the
     validity of the Software or Intellectual Property or GRNG's ownership of
     the Software or Intellectual Property. It is expressly agreed that the
     ownership of all right, title and interest in the Software and any copies
     thereof, as well as any updates or new releases thereto, and any
     Intellectual Property associated therewith, is and shall remain vested
     solely in GRNG and shall be owned solely and exclusively by GRNG. Nothing
     in this Agreement shall constitute a waiver of GRNG's Intellectual Property
     Rights under any law, or be in any way construed or interpreted as such.
     Licensee shall retain sole right, title and interest to Licensee's IP, and
     nothing in this Agreement shall constitute a waiver of Licensee's
     Intellectual Property Rights in and to Licensee's IP, under any law, or be
     in any way construed or interpreted as such. GRNG shall not assert any
     claim of ownership of any rights with respect to Licensee's IP and shall
     not challenge the validity of Licensee's IP or Licensee's ownership
     thereof. Notwithstanding the above, any derivative works made pursuant to
     the request or specifications of Licensee by either party hereto
     (hereinafter: "Derivative Works") shall be jointly owned by the parties and
     no party shall act with respect to Derivative Works without the prior
     written consent of the other party.


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6.2  FURTHER ASSURANCES. At GRNG's reasonable request and sole expense, Licensee
     shall cooperate with and provide reasonable assistance to GRNG (including,
     without limitation, execution and delivery of affidavits, declarations,
     oaths, samples, exhibits, specimens and any other documentation) in order
     to protect GRNG's Intellectual Property rights to which Licensee has access
     via the exercise of the Licensed Rights.

7.   REPRESENTATIONS AND WARRANTIES

7.1  REPRESENTATIONS AND WARRANTIES OF GRNG. GRNG warrants that: (i) it has full
     power and authority to execute and deliver this Agreement and to perform
     its obligations hereunder and to consummate the transactions contemplated
     hereby. The execution and delivery of this Agreement, and the performance
     by Licensee of its obligations hereunder, and the consummation of the
     transactions contemplated hereunder, have been duly authorized by GRNG.
     This Agreement, upon execution and delivery by Licensee and GRNG, will
     constitute the legal, valid and binding obligations of GRNG, enforceable
     against GRNG in accordance with its terms, except as enforceability may be
     limited by applicable bankruptcy, insolvency, or similar laws affecting
     creditors' rights generally or by general principles of equity; (ii) it is
     authorized to enter into this Agreement, and that it is authorized to grant
     the rights contemplated to be granted in this Agreement to Licensee; (iii)
     the Software and Documentation do not infringe on any copyright, patent or
     other proprietary rights (including trade secrets) of any third party; (iv)
     the Software will be free from material errors and will operate
     substantially in accordance with the related Documentation; and (v) GRNG
     will have tested the Software using virus-checking methods and quality
     assurance procedures that are utilized by similar operators within its
     industry. In the event that GRNG fails to correct any non conformance of
     the Software or to replace the non-conforming Licensed Software within a
     reasonable period of time which shall not exceed a period of thirty (30)
     days, Licensee may elect, at its option, to terminate the Agreement. In
     such a case GRNG's sole obligation will refund to Licensee to all fees
     previously paid to GRNG by Licensee. OTHER THAN THE WARRANTIES SET FORTH
     ABOVE GRNG DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
     INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND
     FITNESS FOR A PARTICULAR PURPOSE. It is acknowledged that the foregoing
     shall not in any way derogate from GRNG's support obligations as set out in
     SCHEDULE D.

7.2  REPRESENTATIONS AND WARRANTIES OF LICENSEE. Licensee has full power and
     authority to execute and deliver this Agreement and to perform its
     obligations hereunder and to consummate the transactions contemplated
     hereby. The execution and delivery of this Agreement, and the performance
     by Licensee of its obligations hereunder, and the consummation of the
     transactions contemplated hereunder, have been duly authorized by Licensee.
     This Agreement, upon execution and delivery by Licensee and GRNG, will
     constitute the legal, valid and binding obligations of Licensee,
     enforceable against Licensee in accordance with its terms, except as
     enforceability may be limited by applicable bankruptcy, insolvency, or
     similar laws affecting creditors' rights generally or by general principles
     of equity.


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8.   INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1  BY LICENSEE. Licensee agrees to defend, indemnify and hold harmless GRNG,
     its affiliates, and its and their stockholders, directors, officers,
     employees, and assignees and shall pay all finally adjudicated losses,
     damages, fees, expenses or costs (including reasonable attorney's fees)
     (individually a "Loss" or collectively "Losses") as and when such Losses
     are suffered, arising out of or relating to third party claims or demands
     arising out of: (i) any material breach of a representation or warranty of
     Licensee in this Agreement; or (ii) Licensee's use of the Software
     (including use in combination with other software, hardware or equipment
     (the "Combination") where such Combination is a basis for the claim) where
     the Software itself is not the basis for the claim. GRNG shall promptly
     notify Licensee of any third party claim, demand, suit or proceeding, and
     Licensee will defend and continue the defense of the third party claim,
     demand, suit or proceeding at Licensee's expense. GRNG agrees to provide
     reasonable cooperation to Licensee at Licensee's expense, in the defense or
     settlement of any third party claim, demand, suit or proceeding. If
     Licensee fails to undertake and continue such defense, GRNG shall have the
     right (but not the obligation) to make and continue such defense as it
     considers appropriate, and the reasonable expenses and costs thereof,
     including but not limited to attorneys' fees, out-of-pocket costs and the
     costs of an appeal and bond thereof, together with the amounts of any
     judgment rendered against GRNG shall be paid by Licensee upon demand,
     provided the claim is indemnifiable by Licensee as provided herein. Nothing
     herein shall prevent GRNG from defending, if it so desires in its own
     discretion, any third party claim, demand, suit or proceeding at its own
     expense through its own counsel, notwithstanding that the defense thereof
     may have been undertaken by Licensee.

8.2  BY GRNG. GRNG agrees to defend, indemnify and hold harmless Licensee, its
     affiliates, and its and their stockholders, directors, officers, employees,
     and assignees and shall pay all finally adjudicated Losses as and when such
     Losses are suffered, arising out of or relating to third party claims or
     demands arising out of: (i) any material breach of a representation or
     warranty of GRNG in this Agreement; or (ii) alleging that the use of any
     part of the Software by Licensee, as granted to Licensee in this Agreement,
     infringes upon the rights of that third party to any part of the Software.
     Licensee shall promptly notify GRNG of any such claim, demand, suit or
     proceeding, and GRNG will defend and continue the defense of such third
     party claim, demand, suit or proceeding at GRNG's expense. Licensee agrees
     to provide reasonable cooperation to GRNG, at GRNG's expense, in the
     defense or settlement of any such third party claim, demand, suit or
     proceeding. If GRNG fails to undertake and continue such defense, Licensee
     shall have the right (but not the obligation) to make and continue such
     defense as it considers appropriate, and the reasonable expenses and costs
     thereof, including but not limited to attorneys' fees, out-of-pocket costs
     and the costs of an appeal and bond thereof, together with the amounts of
     any judgment rendered against Licensee shall be paid by GRNG, provided the
     claim is indemnifiable by GRNG as provided herein. Nothing herein shall
     prevent Licensee from defending, if it so desires in its own discretion,
     any such third party claim, demand, suit or proceeding at its own expense
     through its own counsel, notwithstanding that the defense thereof may have
     been undertaken by GRNG. In addition to the Indemnification obligations set
     forth above, if the Software becomes the subject of a claim as set forth in
     this Section 8.2, GRNG shall, at its discretion: (i) obtain a license from
     such third party for the benefit of Licensee; (ii) replace or modify the
     Software ("Replacement Software") so it is no longer the subject of a claim
     so long as such Replacement Software performs substantially the same
     functions as the Software; or (iii) if neither of the foregoing is
     commercially feasible, terminate this Agreement and deliver to Licensee the
     License Fee paid by Licensee to GRNG during a period of 1 year prior to the
     event that gave rise to the claim.


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8.3  LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
     OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE
     DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES FOR LOST PROFITS,
     INTERRUPTION OF BUSINESS, LOSS OF TECHNOLOGY OR LOST DATA, HOWEVER ARISING,
     OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH PARTY
     IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER UNDER THEORIES OF
     CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN
     IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
     Moreover, Licensee hereby undertakes to adopt all reasonable measures to
     limit the impact of any error or defect in the Software or any components
     or Derivatives Works thereof (by, among other things, backing up data,
     adopting procedures to identify and correct errors, replace any lost or
     damaged media and reconstruct data). IN THE EVENT THAT, NOTWITHSTANDING THE
     TERMS OF THIS SECTION, GRNG IS FOUND LIABLE FOR DAMAGES BASED ON ANY CLAIM,
     FOR ANY CAUSE OF ACTION UNDER THIS AGREEMENT. ITS TOTAL LIABILITY UNDER
     SUCH CLAIM SHALL NOT EXCEED THE ROYALTY PAYMENTS MADE BY LICENSEE TO GRNG
     HEREUNDER DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE
     EVENT THAT GAVE RISE TO SUCH CLAIM

9.   TRADEMARKS AND LOGOS

     This Agreement in no way confers upon either party the right to use,
     without such party's written consent, in any fashion the other party's
     name, trade name(s), trademarks or logos, or trade on the goodwill of the
     other.

10.  REGULATORY COMPLIANCE

     Licensee represents that it maintains a compliance program to reasonably
     protect and preserve its name, reputation, integrity, and goodwill and to
     monitor compliance with the requirements established by gaming regulatory
     authorities in various jurisdictions around the world.

11.  ASSIGNMENT

     Neither party shall have the right to assign this Agreement without the
     prior written consent of the other party, which consent shall not be
     unreasonably withheld or delayed; provided, however, that either party may
     assign this Agreement to persons or entities controlling, controlled by, or
     under common control with the assignor, affiliates of assignor or
     successors-in-interest or successors-in-title of assignor with thirty (30)
     days prior written notice to the non-assigning party (and provided that
     such parties assume all of the obligations set forth herein, in writing),
     and in the event of a merger, consolidation or acquisition of all or
     substantially all of the assets or business of such party (provided such
     successor company assumes in writing, all of the obligations set forth
     herein). This Agreement shall be binding upon and inure to the benefit of
     the successors and the permitted assigns of the respective parties hereto.


                                       10
<PAGE>


12.  GENERAL

12.1 US DOLLARS. All payment references in this Agreement are to U.S. Dollars.

12.2 ENTIRE AGREEMENT. This Agreement, including its preamble, the Schedules
     attached hereto and incorporated herein by this reference, contain the
     entire agreement between the parties hereto with respect to the subject
     matter hereof and supersede any previous understandings or agreements,
     whether written or oral, in respect of such subject matter. This Agreement
     may not be amended orally, but may be amended only by a written instrument
     signed by the parties hereto.

12.3 REQUIRED APPROVALS. The parties hereto shall obtain all necessary licenses,
     permits and approvals of this Agreement required by the any governmental
     agency, regulatory or gaming board or authority prior to the exercise of
     the Licensed Rights hereunder.

12.4 NO WAIVER. A breach of a provision hereof shall not be considered to have
     been waived or consented to unless such waiver or consent is in writing and
     signed by the party claimed to have so waived or consented. Any waiver or
     consent by a party of a breach of a provision hereof by any other party
     shall not constitute a waiver or consent of any other breach of a provision
     hereof.

12.5 RELATIONSHIP. The parties shall operate and shall be considered solely as
     independent contractors. Neither of the parties shall act or represent or
     hold itself out as having authority to act as an agent or partner of the
     other party, or in any way bind or commit the other party to any
     obligations. Any such act will create a separate liability in the party so
     acting to any and all third parties affected thereby. The rights, duties,
     obligations and liabilities of the parties shall be several and not joint
     or collective, and nothing contained in this Agreement shall be construed
     as creating a partnership, employment relationship, joint venture, agency,
     trust or other association of any kind, each party being individually
     responsible only for its obligations as set forth in this Agreement.

12.6 SEVERABILITY. Should any provision of this Agreement or in an attached
     schedules or Exhibits be held by a competent body to be illegal, invalid or
     unenforceable, such unenforceability or invalidity shall not affect the
     enforceability or validity of the remaining portions of the Agreement and
     such unenforceable or invalid portion(s) shall be severable from the
     remainder of the Agreement.

12.7 FURTHER ASSURANCES. Both parties agree to execute such other documents and
     take all such actions as the parties determine are reasonable to effect the
     terms of this Agreement.


                                       11
<PAGE>


12.8 CONFIDENTIALITY.

     12.8.1 DUTIES OF CONFIDENTIALITY. Each party hereto agrees: (i) to hold
          Confidential Information of the other party in the strictest
          confidence and protect such Confidential Information to the same
          extent and by the same means it uses to protect the confidentiality of
          its own proprietary or confidential information that it does not wish
          to disclose, but in any event, at least to a reasonable extent and by
          reasonable means; (ii) not to make use of or reproduce Confidential
          Information (other than as permitted hereunder or to perform its
          obligations hereunder); (iii) to disclose the Confidential information
          to only those of its employees and agents who have a need to know it
          in the course of their duties; and (iv) to require its employees and
          agents to protect Confidential Information in a manner commensurate
          with this Section 12.8. To this end, the parties shall obtain and
          maintain in effect written agreements with each of its employees
          and/or consultants who participate in any of the work being performed
          under this Agreement. Such agreements shall impose an obligation of
          confidence on such employees and consultants with respect to the
          Confidential Information.

     12.8.2 PUBLICITY. The parties may not publicize or make any press
          announcements regarding the arrangements with respect to the
          relationship set forth herein without the reasonable written consent
          of the other party subject to legal obligations.

     12.8.3 PLAYER DATA. GRNG acknowledges and agrees that all information
          and/or data concerning Players is the sole and exclusive property of
          Licensee and constitutes Confidential Information proprietary to
          Licensee, and shall be subject to the duties of confidentiality set
          out in this Agreement. Nothing in this Agreement shall convey any
          rights or interest whatsoever to GRNG with respect to Player
          information or data, and GRNG shall not copy, transfer, sell, use or
          access Player information or data in any manner which is not expressly
          permitted herein.

     12.8.4 INJUNCTIVE RELIEF. If either party breaches any of its obligations
          with respect to confidentiality or unauthorized use or disclosure of
          Confidential Information hereunder, the non-breaching party is
          entitled to seek equitable and injunctive relief in addition to all
          other remedies that may be available to protect its interest.

12.9 SURVIVAL. The rights and obligations pursuant to Sections 1, 2.2, 2.5, 4.1,
     4.2, 4.3, 4.4, 4.7, 5.3, 5.4, 5.7, 6, 7.1 (but only insofar as limitation
     of warranties), 8, 12, and SCHEDULE C, and those rights and obligations,
     which by their nature are designed to survive termination, shall survive
     the termination of this Agreement for any reason.

12.10 GOVERNING LAW; VENUE JURISDICTION. This Agreement, and all rights and
     obligations of the parties relating to this Agreement, shall be governed by
     and construed in accordance with the internal laws of the United Kingdom
     and shall be construed and interpreted in accordance with its laws, without
     regard to conflict of law provisions. The parties hereby submit to the
     exclusive personal jurisdiction of the courts of competent jurisdiction
     residing in London, England and each party hereby consents to the
     jurisdiction and venue of such courts.

12.11 NOTICES. Any notice required or permitted to be given hereunder shall be
     in writing and shall be served upon the other by express carrier and shall
     be considered delivered upon sender's confirmation of receipt by the
     receiving party. Such notices may alternatively be made by confirmed
     facsimile transmission, or by express mail with confirmation by express
     carrier. Any notice to GRNG shall be addressed to:



                                       12
<PAGE>


           GRNG.
           9 Myrtle Street, Douglas, Isle of Man

           Attn: CEO/CFO
           Facsimile: ______________
           Telephone: _____________

     or such other individual(s) or address(es) as may be designated in writing
     by GRNG.

     Any notice to Licensee shall be addressed to:

           Golden Palace Ltd.
           11 Old Parham Road
           St. John's Antigua

           Attn: Richard Rowe
           Facsimile: 450-635-1118
           Telephone: 450-444-7771


     or such other individual(s) or address(es) as may be designated in writing
     by Licensee.

12.12 HEADINGS. The headings to the Articles, Sections, Subsections and
     Schedules contained herein or attached hereto are for identification
     purposes only and are not to be construed as part of this Agreement. Unless
     otherwise stated, all references in this Agreement to Articles, Sections,
     Subsections and Schedules refer to Articles, Sections, Subsections and
     Schedules of this Agreement.

12.13 COUNTERPARTS. This Agreement may be executed in one or more counterparts,
     including facsimile counterparts, any one of which need not contain the
     signatures of more than one party, but all of which, taken together, shall
     constitute one and the same Agreement.

     IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have executed this Agreement as of the date set below their
respective signatures.


RNG GAMING LTD.                  GOLDEN PALACE LIMITED

By: /s/ Citron Shimon            By: /s/ Richard Rowe
---------------------            --------------------
Name: Citron Shimon              Name: Richard Rowe

Title: Chief Executive Office    Title: Chief Executive Officer

Date: October 31, 2006           Date: October 25th 2006

                                       13
<PAGE>

                                   SCHEDULE A

                                   DEFINITIONS

     1. DEFINITIONS. The following terms, when used in this Agreement with
initial capital letters, shall have the respective meanings set forth below.

          1.1. "CONFIDENTIAL INFORMATION" means the information of one party
     that is disclosed to the other party in any form whatever and marked as
     "Confidential", "Proprietary", "Discloser Private", or "Restricted" by the
     discloser, or is information of such nature that the recipient should
     reasonably know it is confidential information of the discloser. It
     includes but is not limited to the contents of the Agreement, the source
     code for the Software, Intellectual Property and all data and information
     relating to the business and affairs of a party (including information
     concerning Players) and, in the case of confidential information of GRNG,
     includes the Software and Documentation and any other proprietary and trade
     secret data and information of GRNG to which Licensee gains access.
     Confidential Information shall not include information that: (i) is or has
     become publicly known through no wrongful act or breach of any obligation
     of confidentiality; (ii) was rightfully received by the recipient on a
     non-confidential basis from a third party (provided that such third party
     is not known to the recipient to be bound by a confidentiality agreement
     with discloser or another party); (iii) that recipient can prove was
     lawfully known to recipient prior to the time it was disclosed to recipient
     by the disclosing party or learned by recipient under this Agreement; or
     was independently developed by the receiving party without access to or use
     of the disclosing party's confidential information.

          1.2. "DOCUMENTATION" means all user manuals, documents, drawings and
     other written or electronic materials pertaining to the Software or which
     is provided by GRNG in accordance therewith.

          1.3. "EFFECTIVE DATE" means November 13, 2006.

          1.4. "GAME" means the multi-player blackjack games or other
     applications based on the Software.

          1.5. "INSOLVENCY" means any of the following: the appointment of or
     the application to a court for the appointment of a liquidator,
     administrator, administrative receiver or receiver, which is not removed or
     cancelled within 30 days, any proposal by the party for or the entering
     into of a scheme or arrangement or composition with or for the benefit of
     creditors, which is not removed or cancelled within 30 days, a resolution
     or proposed resolution to wind it up, where the value of its assets is less
     than the amounts of its liabilities including any contingent or prospective
     liabilities, which is not removed or cancelled within 30 days, becoming
     unable to pay its debts as and when they fall due (excluding non-payment of
     minor debts incurred in the ordinary course of business and which do not
     pose a material threat), where execution or other process issued on a
     judgment, decree or order of any court in favor of any creditor of the
     party in respect of a liability of the same is returned unsatisfied in
     whole or in part, ceasing to carry on business, or undergoing any procedure
     comparable or analogous to any of the foregoing under the laws of any
     competent jurisdiction and "Insolvent" shall be construed accordingly.


                                       14
<PAGE>


          1.6. "INTELLECTUAL PROPERTY" means (i) patents, patent applications,
     patent disclosures and inventions (whether or not patentable and whether or
     not reduced to practice), including but not limited to any reissues,
     continuations, continuations-in-part, divisions, revisions, extensions or
     reexaminations thereof; (ii) trademarks, service marks, trade dress, trade
     names, corporate names, logos and slogans (and all translations,
     adaptations, derivations and combinations of the foregoing) and Internet
     domain names, together with all goodwill associated with each of the
     foregoing; (iii) copyrights and copyrightable works; (iv) registrations,
     applications and renewals for any of the foregoing; (v) trade secrets,
     confidential information and know-how (including but not limited to ideas,
     formulae, compositions, manufacturing and production processes and
     techniques, research and development information, drawings, specifications,
     designs, plans, proposals, technical data, financial and accounting data
     and related information); and (vi) all other intellectual property rights
     (including but not limited to mask works).

          1.7. "INTERNET" means the global computer information network commonly
     referred to as the Internet and any successor or ancillary network,
     including, without limitation, what is currently referred to as Internet.

          1.8. "LAUNCH" shall mean the date upon which the Multi player Black
     Jack tournament game operated by Licensee and based on the Software first
     becomes accessible for real money public play over the Internet;

          1.9. "LICENSED RIGHTS" shall have the meaning set forth in Article 2.1
     of this Agreement.

          1.10. "ONLINE GAMING" means the presentation of gaming applications
     via the Internet where a participant places a wager on a game or games, the
     outcome of which is uncertain.

          1.11. "OPERATORS" means Licensee's call centre representatives and/or
     risk agents who use the Software's back-end tools.

          1.12. "PLAYER(S)" means the Online Gaming customers of Licensee or any
     of Licensee's affiliates.

          1.13. "RAKE" shall mean the fee charged, in Licensee's sole
     discretion, from Players who participate in the Game.

          1.14. "USERS" means Players and Operators.

          1.15. "SKIN" means a graphic design of the client application (changes
     of colors, logos and artwork).


                                       15
<PAGE>


                                   SCHEDULE B

   Shall be furnished to the Securities and Exchange Commission upon Request



                                       16
<PAGE>


                                   SCHEDULE C

1.   ROYALTY. The Royalty shall be calculated as fifteen percent (15%) of the
     Rake.

2.   LICENSE FEE . Licensee shall pay GRNG a one time license fee equal to
     $400,000.

3.   INTEGRATION COSTS. One time Integration costs - $350,000 includes the
     integration of the Software to Licensee's back office management `cage'
     software, and 13 skins of the Software (which shall be developed by GRNG
     from time to time throughout the Term, at Licensee's discretion).,

4.   TECHNICAL SUPPORT. Technical support for the initial one year period, as
     described in SCHEDULE D equal to $150,000 the sums payable under sections
     2,3 and 4 above, totaling $ 900,000 (nine hundred thousand US dollars)
     shall be payable in eight monthly installments equal to $125,000 (one
     hundred and twenty five thousand US dollars) commencing on January 1, 2007
     and ending on August 1, 2008.

5.   ROYALTY ADVANCE. The Royalty fee which will be paid in advance shall be in
     the amount of One Hundred Thousand United States Dollars ($100,000.00 USD),
     payable as follows:

     $50,000 USD to be paid upon the Effective Date of this Agreement; and

     $50,000 USD to be paid within 30 days from the Effective Date of this
     Agreement.

6.   HARDWARE & HOSTING. Subject to Section 2.12, Licensee shall be solely
     responsible for hardware, hosting and bandwidth selection, acquisition and
     costs.


                                       17
<PAGE>



                                   SCHEDULE D

                             SERVICE LEVEL AGREEMENT

DEFINITIONS.

     In addition to the other capitalized terms defined herein and in the
     Software License Agreement (the "Agreement") to which this Service Level
     Agreement (the "SLA") is attached as SCHEDULE D, the following terms shall
     have the meanings provided below:

     "CRITICAL ERROR" A Critical Error occurs when a Primary Functionality of
     the Software is inaccessible, unusable, inoperative or degraded or retarded
     to such an extent that the User experience is materially adversely affected
     and there is no Work Around or the system crashes or locks up or there is
     data loss or corruption, or else where an Operator reports any error and
     requests it be corrected, regardless of the magnitude of the error.

     "DOWNTIME" means that the Software is inaccessible via the Internet for one
     (1) minute or more, excluding (a) normal maintenance that is routinely
     scheduled pursuant to Section 2.1 of this Schedule D for purposes of
     "updates" and "releases" to the Software, (b) downtime caused by
     malfunction of Licensee's or a third party's software or equipment or by
     Licensee's negligence, or misuse of the Software and (c) downtime arising
     out of Force Majeure events described in the Agreement.

     "HIGH ERROR" A High Error occurs when (i) a Primary Functionality of the
     Software is inaccessible, unusable, inoperative or degraded or retarded to
     such an extent that the User experience is materially adversely affected
     but a reasonable Work Around exists; or (ii) a Secondary Functionality of
     the Software is inaccessible, unusable or inoperative and there is no Work
     Around.

     "MEDIUM ERROR" A Medium Error occurs when a Secondary Functionality of the
     Software is inaccessible, unusable, inoperative or degraded or retarded to
     such an extent that the User experience is materially adversely affected
     but a reasonable Work Around exists.

     "LOW ERROR" A Low Error occurs when there is an issue of minimal impact to
     a Secondary Functionality of the Software and a reasonable Work Around
     exists.

     "PRIMARY FUNCTIONALITY" means the ability of the User to access and use the
     full functionality of the Software and without which the Software is
     inaccessible, unusable, inoperative or degraded or retarded to such an
     extent that the User experience is materially adversely affected.


                                       18
<PAGE>


     "SECONDARY FUNCTIONALITY" means functionality which supports the Primary
     Functionality of the Software but failure of which does not result in an
     inability to use the Software.

     "TECHNICAL SUPPORT" means all of the services described in this SLA.

     "WORK AROUND" means a temporary resolution that restores the service and
     operation of the Software in full accordance with the relevant
     specification without loss of functionality.

2.   SERVICE LEVEL OBJECTIVES.

2.1  SYSTEM AVAILABILITY.

     2.1.1 Subject to the terms and conditions of the Agreement and this SLA,
          GRNG shall keep the Software launched by Licensee hereunder available
          99.5% of the time on a 24/7, 365-day a year basis, agreed scheduled
          maintenance time pursuant to section 2.3 below excepted.

     2.1.2 For each minute of Downtime (where the Software does not meet the
          availability requirement set out above in Section 2.1.1) occurring
          during any calendar month to the Software that is offered by Licensee
          to User on a During All Hours basis, Licensee will be entitled to a
          payment of credit (the "SERVICE CREDIT") against amounts payable to
          GRNG under Section 2 above in such month in an amount equal to the
          product of (i) the Average Daily Revenue divided by 1440 and (ii) the
          number of minutes in such month of Downtime. For purposes of the
          foregoing, "Average Daily Revenue" shall mean with respect to any
          month (x) the sum of revenues generated in such month by the Software,
          in each case less the Royalty payable to GRNG divided by (y) the
          number of days in the applicable month. Notwithstanding the foregoing,
          in no event shall the Service Credit in any month be greater than the
          Royalty payable to GRNG under Section 2 above for such month. Licensee
          shall document each Downtime occurrence and provide such documentation
          to GRNG within ten (10) days of the occurrence, and must include a
          description of the Downtime with the time of the event, duration, and
          any diagnostic information substantiating the Downtime.

2.2  SCHEDULED DOWNTIME. Software maintenance shall be conducted by GRNG in
     accordance with a schedule which has been agreed to in advance by both
     Licensee and GRNG, acting reasonably, and shall in any case occur between
     the hours of 10:00 Greenwich Mean Time and 14:00 Greenwich Mean Time (or as
     otherwise advised in writing by GRNG from time to time so as to ensure that
     maintenance is performed during "low time"). It is understood by the
     Parties that the number of scheduled maintenance occurrences will be kept
     to a minimum and within generally acceptable levels and in conformity with
     good industry standards.



                                       19
<PAGE>


2.3  NETWORK SERVICE PROVIDER OR INTERNET OUTAGES. Subject to Clause 2.5, GRNG
     will not give Service Credit for Downtime resulting from network service
     provider outages or Internet outages resulting from failures outside the
     explicit control of GRNG. Licensee acknowledges that GRNG does not and
     cannot control the flow of data to or from GRNG's network and other
     portions of the Internet. Such flow depends in large part on the
     performance of Internet services provided or controlled by third parties.

2.4  SECURITY SHUT-DOWNS. Service Credit will not be given for any events
     resulting from any interruption in the provision of any Software
     application due to circumstances reasonably believed by GRNG to be a
     significant threat to the normal operation of the Software or integrity of
     Player data and which are outside GRNG's control. In the event of such an
     interruption or shutdown, GRNG will return the affected Software
     application to normal operation as soon as reasonably possible. Upon
     request, GRNG will provide Licensee with a copy of its security policies
     then in effect.

3.   TECHNICAL SUPPORT.

3.1  SCOPE. Licensee's authorized personnel (including senior call centre
     representatives) will be given the telephone number and email address for
     GRNG technical support personnel. GRNG shall provide 24/7 telephone support
     to Licensee on issues relating to the Software.

3.2  STANDARD TECHNICAL SUPPORT. A GRNG contact will be available for standard
     technical support between the hours of 8.00 a.m and 6.00 p.m Israel Time,
     Sunday through Thursday. Standard technical support will cover any issue
     relating to the Software.

3.3  EMERGENCY TECHNICAL SUPPORT. GRNG will provide a telephone contact number
     for use outside of the standard support hours. This contact will only be
     used when a Medium Error, High Error, Downtime or Critical Error condition
     exists.

3.4  EXCLUSIONS FROM SUPPORT SERVICES. GRNG shall have no obligation to provide
     support services for any hardware used by Licensee or for any defect or
     failure to the Software caused by the improper use by Licensee or other
     unauthorized personnel, but will nevertheless use all reasonable endeavours
     to provide the same if requested by Licensee, subject to any additional
     reasonable charge agreed by the Parties.

4.   UPDATES.

     GRNG shall periodically update the Software at no additional cost to
     Licensee, which updates shall implement bug fixes or enhancements as
     reasonably determined by GRNG in consultation with Licensee.

5.   PRIORITY LEVELS FOR TECHNICAL SUPPORT.

5.1  PRIORITY LEVELS. Problems shall be categorized by Licensee according to the
     priority levels set forth in this Section 5.


                                       20
<PAGE>


5.2  CRITICAL ERRORS. GRNG shall diagnose a Critical Error within twenty-four
     (24) hours of notification by Licensee and will implement a fix or a Work
     Around as soon as reasonably possible and in no event more than two (2)
     calendar days after initial notification by Licensee. Downtime shall be
     categorized as a Critical Error.

5.3  HIGH ERRORS. GRNG shall diagnose a High Error within forty-eight (48) hours
     of notification by Licensee and will implement a fix or a Work Around as
     soon as reasonably possible and in no event more than four (4) calendar
     days after initial notification by Licensee.

5.4  MEDIUM ERRORS. GRNG shall diagnose a Medium Error within three (3) business
     days of notification by Licensee and will implement a fix or a Work Around
     as soon as reasonably possible and in no event more than six (6) business
     days after initial notification by Licensee.

5.5  LOW ERRORS. GRNG shall diagnose a Low Error and will implement a fix or a
     Work Around as soon as reasonably possible and in no event more than twenty
     (20) business days after initial notification by Licensee.

5.6  FAILURE TO COMPLY. In the event that GRNG: (1) fails to diagnose an error
     within the applicable time frame set out herein, or (2) fails to implement
     a fix or Work Around within the applicable time frame set out herein (in
     either case, the "Deadline"), then notwithstanding anything to the contrary
     contained in this Agreement, Licensee shall not be obligated to pay, and
     GRNG shall not be entitled to receive, a Royalty with respect to any and
     all Rake charged by Licensee during the period of time from the Deadline to
     and including the date on which the error is properly diagnosed by GRNG or
     a fix or Work Around is successfully implemented by GRNG, as the case may
     be.

     For these purposes "notification" shall commence upon the notification by
     Licensee to GRNG of an error, and "days" shall mean actual, calendar days,
     not business/working days.

     Any change of the terms of this Schedule D shall be negotiated in good
     faith, mutually agreed and will have no effect unless both Parties agree to
     it in writing.



                                       21