<PAGE>

                                    AGREEMENT


                  License Agreement entered into as of the 17th day of March,
2000 (the "Effective Date") by and between International Sports Wagering Inc., a
corporation organized under the laws of the State of Delaware, having its
principal place of business at 201 Lower Notch Road, Little Falls, New Jersey
07424 ("Licensor") and Global Interactive Gaming, Inc., a corporation organized
under the laws of the State of Delaware ("Licensee").

                                  ARTICLE ONE

                             BACKGROUND OF AGREEMENT


                  A. Licensor is the owner of certain patents and technical
information relating to wagering and contests on sporting events.


                  B. Licensor is making certain modifications to its "Licensed
Technology" (as defined herein ) to meet specifications agreed to by Licensor
and Licensee and set forth in the "Functional Requirements" (as defined herein).


                  C. Licensee wishes to acquire a License to use the Licensed
Technology as it is modified to meet such specifications.


                  D. Contemporaneous with the execution of this Agreement the
parties and/or certain of their Affiliates are entering into another license
agreement covering a different territory, a Warrant Agreement, two Escrow
Agreements and an amendment to certain Non-Disclosure Agreements.

                                   ARTICLE TWO

                                   DEFINITIONS

                  Section 2.1. Definitions.

                  "Affiliate" means a person that directly or indirectly,
through one or more intermediaries, controls, or is controlled by, or is under
common control with a specified person; provided, however, that except for
purposes of Section 3.7, with respect to Prisma Sports & Media AG and Prisma
iVentures AG, such term shall include only such persons controlled by Prisma
Sports & Media AG and Prisma iVentures AG. For purposes hereof, the term
"control" (including the correlative terms "controlled by" and "under common
control voting" means the power to vote a majority of the voting rights or to
appoint a majority of the directors of any person.


                  "Designated Locations" means the offices or facilities of
Licensee at which Licensee's computer servers are located on the Effective Date
or at any time during the Term as to which Licensor is notified in writing by
Licensee from time to time.

<PAGE>

                  "Documentation" means the materials listed on Exhibit A that
Licensor previously provided to Licensee, that describe generally the
functionality of the Licensed Software as it exists on the Effective Date and
which is in use in the State of Nevada, and such other materials prepared by
Licensor from time to time in accordance with the requirements of this
Agreement.

                  "Field of Use" means all business activities in which the
Licensed Technology is legally useable, other than Lotteries and transactions or
business activities involving the trading of stocks, bonds, options to acquire
or sell stock, warrants, commodities, currency, derivative securities and
similar instruments over the Internet or through a stock or other exchange or
quotation system.

                  "Government Regulatory Requirements" means any United States
or foreign federal, state, municipal or local law, rule, regulation, ordinance,
order or other requirement relating to the Licensed Technology or the licensing
thereof by Licensor or the use thereof by Licensee, one of its Affiliates or
other permitted user thereof.

                  "Gross Profit" when used in connection with (a) advertising,
merchandising and other activities related to (but not including) Transactions
using, or Wagering uses or applications of, the Licensed Technology, means the
gross revenue relating thereto less the direct expenses specifically related
thereto (such as credit card fees), without deduction for any operating expenses
related thereto, and (b) games, contests and other competitions other than
Wagering, means the gross revenue relating thereto (including, but not limited
to, subscription fees paid by users of any service relating to such games,
contests and other competitions), less the direct expenses specifically related
thereto (such as prizes, license fees to teams, leagues and/or broadcasters and
credit card fees), without deduction for any operating expenses related thereto;
provided that any fees paid to Licensee's Affiliates shall not be subtracted
from gross revenue in order to determine Gross Profit.

                  "Handle" means the total amount Wagered by players by means of
the Licensed Technology and/or through the System employing the Licensed
Technology, in whole or in part, without deduction for any payments or expenses
other than credit card fees.

                  "Hold" means the Handle minus the amount paid out to winners
of Wagers that have been decided at the time of computation of the Hold, but
without deduction for any other payments or expenses other than credit card
fees.

                  "Improvement" means any modification of, or Enhancement to,
the Licensed Technology conceived by Licensor or Licensee during the Term, which
is useable by Licensee in the Field of Use.

                  "Licensed Software" means the software described in Exhibit C
attached hereto in Object Code form including all modifications, Improvements
and Enhancements thereto in accordance with this Agreement in order to provide
the functionality in substantially the form described in Exhibit C.

                                       2

<PAGE>

                  "Licensed Technology" means the Patents, Technical Information
and Licensed Software.

                  "Lotteries" means games of chance in which (i) players select
or are given entries from among a series of choices and (ii) winners or winning
entries are selected at random or on a basis that cannot be controlled by the
players.

                  "NDA" means those certain Non-Disclosure Agreements by and
between each of Prisma Sports & Media AG and En Passant Ltd., and Licensor dated
September 30, 1999, as the same may be amended or modified from time to time.

                  "Object Code" means a form of software code resulting from the
translation or processing of a computer program in Source Code form by a
computer into machine language or intermediate code, which thus is in a form
that would not be convenient to human understanding of the program logic, but
which is appropriate for execution or interpretation by a computer and has been
compiled using a known, commercially available and current (but not necessarily
the latest) version program.

                  "Patents" means the United States and foreign patents and
applications owned by Licensor and listed or described on Schedule 1 hereto
which are applicable to the Licensed Technology and any patents issued during
the Term pursuant to such patent applications, and all continuations,
continuations-in-part, divisions, reissues, and re-examinations thereof that are
applicable to the Licensed Technology.

                  "Products" means the Licensed Software and the Documentation
provided to Licensee by Licensor pursuant to this Agreement.

                  "Project" means certain modifications to the Licensed
Technology that are required in order to meet the Functional Requirements and
the Milestones (as defined herein).

                  "Proprietary and Confidential Information" means (a) the
Licensed Technology and any and all elements thereof, and (b) all other
information relating to Licensor's or Licensee's business or affairs, including,
but not limited to, technical or nontechnical data, formulae, tools, patterns,
plans, compilations, programs, devices, methods, techniques, drawings,
processes, financial data, lists of actual or potential customers, players or
suppliers, marketing plans and business strategies; provided that, Proprietary
and Confidential Information shall not include information that the receiving
party can demonstrate (i) is or has become generally available to the public
other than as a result of unauthorized disclosure by the receiving party or
persons to whom the receiving party has made such information available; (ii)
was available to the receiving party on a non-confidential basis prior to
receipt thereof from the disclosing party as evidenced by written or other
tangible documentation or other evidence in receiving party's files prior to the
Effective Date, or is received thereafter by the receiving party from a third
party lawfully entitled to such information without continuing restrictions on
the use thereof; (iii) is required to be disclosed pursuant to a requirement of
a court or government agency or in connection with judicial or governmental
proceedings; provided, however, that, prior to any disclosure pursuant to this
clause (iii), the party required to disclose the information shall have given
notice to the other party of any proposed disclosure and given the other party a

                                       3

<PAGE>

reasonable opportunity to interpose an objection or obtain a protective order,
requiring that the Proprietary and Confidential Information to be disclosed be
used only for the purposes for which the order was issued, or in connection with
such judicial proceedings, as applicable, or (iv) is approved for release or
disclosure in writing without restriction by disclosing party's authorized
representative.

                  "Software Defect" means a defect in the Licensed Software
which renders the System on which the Licensed Software is being utilized, or
the Licensed Software, unusable in a live environment for the acceptance and
processing of Wagers or other Transactions.

                  "Source Code" means native language program that will be
compiled or assembled by a commercially available and current (but not
necessarily the latest) version program and, to the extent that the following
documentation is in existence as of the Effective Date and as such documentation
may be changed to reflect the modifications, Enhancements and Improvements
required by the Project: system level documentation, including definitions,
screen layouts, naming conventions, database layouts, libraries, flow charts,
algorithms, processes, methodologies, logic diagrams, formulas and other related
materials that are necessary to provide sufficient information to enable a
skilled programmer/analyst to understand the program logic and perform
maintenance and make enhancements to the program.

                  "System" and "System Environment" means the hardware and
operating system software selected by Licensee after consultation with Licensor,
as the same may be modified from time to time as necessary to meet the
Functional Requirements.

                  "Technical Information" means know-how, trade secrets, and
technical data not commonly known and used relating to the Licensed Technology
and the System or System Environment, that is required or useful in order to use
the Licensed Technology, and which Technical Information is in the possession of
Licensor on the Effective Date and any time thereafter.

                  "Territory" means the United States and its territories,
except that Licensor reserves the right for itself and its licensees to use the
Licensed Technology for Wagering solely within the State of Nevada in such
manner as to prohibit any access from any jurisdiction outside the State of
Nevada.

                  "Transactions" means any transactions, other than Wagers, for
which Licensee is using the Licensed Technology or for which the Licensed
Technology is useable.

                  "Wagers" (including the correlative terms Wagering, Wagered,
and the like) means all transactions considered to be wagers by the Governmental
Regulatory Requirement of any relevant jurisdiction, other than Lotteries.

                  "Warrant Agreement" means that certain Warrant Agreement dated
as of the date hereof issued by Licensor to Licensee or any of Licensee's
Affiliates.

                                       4

<PAGE>

                  Section 2.2. Additional Definitions.

                  In addition to the foregoing defined terms, the following
terms are defined in the section listed opposite such term:


                  Defined Term                            Section Reference
                  ------------                            -----------------
                  "AAA"                                   15.19
                  "Acceptance"                            4.4
                  "Acceptance Notice"                     4.4
                  "Acceptance Testing"                    4.4
                  "Bankruptcy"                            7.2(b)(iii)
                  "Bonus"                                 5.10
                  "Carry Forward Amount"                  5.4
                  "Concept Notice"                        4.3
                  "Concept Testing"                       4.3
                  "Default"                               7.2(b)
                  "Deliverables"                          4.2
                  "Early Deliverables"                    5.10
                  "Effective Date"                        Introductory Paragraph
                  "Enhancements"                          4.10
                  "Escrow Agent"                          5.6
                  "Escrow Agreement"                      5.6
                  "Escrow Account"                        5.6
                  "First Year Minimum"                    5.2(a)
                  "FOURS Software"                        4.8
                  "Functional Requirements"               4.2
                  "Future Minimum"                        5.2(c)
                  "Indemnified Claim"                     11.3
                  "Indemnified Party"                     11.3
                  "Indemnifying Party"                    11.3
                  "Infringement Claim"                    11.1
                  "License"                               3.1(a)
                  "Licensee"                              Introductory Paragraph
                  "Licensor"                              Introductory Paragraph
                  "Milestones"                            4.2
                  "Minimum"                               5.2(c)
                  "Percentage Fee"                        5.3
                  "PRMs"                                  4.6
                  "Second Year Minimum"                   5.2(b)
                  "Selling Shareholders                   2.1
                  "Software Escrow Agent"                 Article 13
                  "Software Warranty Services"            10.1
                  "Taxes"                                 5.8
                  "Term"                                  7.1
                  "Testing"                               4.2
                  "Warranty Period"                       8.6

                                       5

<PAGE>

                                  ARTICLE THREE

                                GRANT OF LICENSE

                  Section 3.1. Scope of License.

                  (a) Licensor hereby grants to Licensee, subject to the terms
and conditions of this Agreement, an exclusive license (the "License") to use
the Licensed Technology, in the Field of Use, within the Territory and at the
Designated Locations.

                  (b) The Licensee shall not, directly or indirectly, use the
Licensed Technology to accept Wagers from any person known to Licensee after
reasonable inquiry to be located in any jurisdiction from which, to the best of
Licensee's knowledge after reasonable inquiry, it is illegal to do so or in any
other way that, to the best of Licensee's knowledge after reasonable inquiry, is
not permitted by the laws of any relevant jurisdiction. As used herein
"reasonable inquiry" means Licensee's reasonable efforts consistent with
standards prevailing in the industry and the then currently available
technologies, to determine the location of a person placing a Wager.

                  (c) Use of the Licensed Software shall consist of either
copying any portion of the software programs from storage units or media into a
central processing unit, or the processing of data with the programs, or both.

                  (d) Except as otherwise specifically permitted herein,
Licensee shall not sell, assign, distribute, provide, license, sub-license,
lease, sublease, or grant any right to use, or otherwise transfer the Licensed
Technology or the Products, directly or indirectly, to or through third parties,
other than to players or other persons intending to make or place Wagers or
other Transactions legally through means of the Licensed Technology and/or the
Licensee's System, utilizing the Licensed Software.

                  (e) During the Term, Licensor covenants and agrees to pay all
filing and maintenance fees relating to the Patents in the jurisdictions set
forth on Schedule 1 hereto. Licensor shall, upon the written request of
Licensee, file and use commercially reasonable efforts to prosecute the Patents
in any jurisdictions not set forth on Schedule 1, as Licensor may be so
requested by Licensee, provided that Licensee agrees to pay all reasonable
out-of-pocket expenses in connection therewith, including but not limited to,
filing fees, legal and other fees of prosecuting the Patents and, if any such
Patents are issued, all maintenance fees related thereto.

                  Section 3.2. Copying Rights.

                  Licensee may copy, duplicate or reproduce the Products and the
Technical Information as many times as the Licensee, in its reasonable
discretion, deems necessary, consistent with reasonable business requirements,
in its use of the Licensed Technology, including for backup, test, archival or
disaster recovery purposes. Any copy which Licensee makes of the Products or
Technical Information, in whole or in part, is, and shall remain, the property
of Licensor. Licensee shall reproduce and include in their entirety and without
alteration, Licensor's patent numbers, copyright, trademark and other
proprietary rights notices on any copy of any Product or Technical Information,
in the manner designated by Licensor from time to time by notice to Licensee.

                                       6

<PAGE>

                  Section 3.3. Reservation of Rights.

                  The Products and Licensed Technology are the sole and
exclusive property of Licensor. Licensor reserves all rights not expressly
granted pursuant to this Agreement, including without limitation, all rights to
derivative works (as defined under any relevant intellectual property law) in
and to the Products and Licensed Technology. This Agreement is not a sale of the
Products or Licensed Technology or any copy or part thereof, and Licensee shall
have no title to or ownership interest in the Products or Licensed Technology,
or any copies or part thereof, regardless of the form in which the original and
any copies may exist. Licensee acknowledges that the Products are protected by
patent, trademark and copyright law, including international treaties, and other
laws protecting intellectual property.

                  Section 3.4. Prohibited Actions by Licensee.

                  Licensee shall not (i) decompile, disassemble,
reverse-assemble, analyze or otherwise examine the Licensed Technology for
reverse engineering thereof or any similar purpose, (ii) copy or otherwise
duplicate the Licensed Technology except as permitted in this Agreement, or
(iii) modify the Licensed Technology in any manner except as specifically
permitted by Licensor. Any modification of the Licensed Technology by any person
other than Licensor, or otherwise approved by Licensor, shall immediately
terminate any warranty issued by Licensor with respect to the Licensed
Technology.

                  Section 3.5. Confidentiality.

                  (a) Each party hereto acknowledges that the Proprietary and
Confidential Information of the other party or its Affiliates constitutes
valuable assets and trade secrets of the other party and its Affiliates, has not
been published and is protected by civil and criminal law and that the use and
disclosure thereof must be carefully and continuously controlled. Accordingly,
during the Term of this Agreement and at all times thereafter, each party agrees
that:

                      (i) it will hold the other party's Proprietary and
Confidential Information in strict confidence and will use commercially
reasonable efforts to protect such Proprietary and Confidential Information from
any use, reproduction, publication, disclosure, or distribution except as
specifically authorized by this Agreement;

                      (ii) it will not, and will cause its directors and
officers, and will use it best efforts to cause its employees not to, sell,
lease, sublease, license, sublicense, assign, transfer, distribute, disclose or
grant any right to use or otherwise make available any Proprietary and
Confidential Information of the other party, or the benefit thereof, to others,
except as authorized by the terms and conditions of this Agreement. Each party
will also use commercially reasonable efforts to cause its agents and
representatives not to, sell, lease, sublease, license, sublicense, assign,
transfer, distribute, disclose or grant any right to use or otherwise make
available any of the other party's Proprietary and Confidential Information, or
the benefit thereof, to others, except as authorized by the terms and conditions
of this Agreement;

                                       7

<PAGE>

                      (iii) it will not remove or permit to be removed from any
item embodying the other party's Proprietary and Confidential Information any
notice placed thereon indicating the confidential nature and/or the proprietary
right of the other party in such items;

                      (iv) it will honor, reproduce and include the patent,
trademark and copyright notices and other proprietary notices (in the form
reasonably specified by the party which owns such patents, trademarks and
copyrights) on all copies, in any form, including partial copies and excerpts,
of the Proprietary and Confidential Information of the other party;

                      (v) it will (A) limit access to the other party's
Proprietary and Confidential Information to those of its directors, officers,
employees, agents, representatives, consultants and, it the case of Licensee,
its sublicensees in connection with their employment or sublicense, who have a
need to use the Proprietary and Confidential Information for the purposes
intended under this Agreement in connection with their employment, (B) prohibit
access to the other party's Proprietary and Confidential Information by any
third party without the prior written consent of the party owning such
information and (C) require the foregoing persons to execute nondisclosure
agreements to the same effect as this Section 3.5 in all material respects; and

                      (vi) in the event the other party becomes aware that any
person or entity (including, but not limited to, any of its employees) is
taking, threatens to take or has taken any action which would violate any of the
foregoing provisions were that person or entity a party to this Agreement, such
party shall promptly and fully advise the other party (with written confirmation
as soon as practicable thereafter) of all facts known to such party concerning
such action or threatened action. Neither party shall in any way aid, abet or
encourage any such action or threatened action. Each party shall use
commercially reasonable efforts to prevent such action or threatened action,
including, but not limited to, assigning any cause of action it may have related
to the violation of the foregoing provisions to the other party, and each party
shall do all reasonable things and to cooperate in all reasonable ways in this
regard as may be requested by the other party. Should either party request the
assistance of the other party regarding a violation of this Section 3.5 by
someone other than an employee or agent of such party, the other party shall
reimburse the party making such request for its reasonable expenses in
connection with such assistance.

                  (b) Each party's commercially reasonable efforts and
obligations as provided in this Section 3.5 shall mean employing procedures with
respect to the Proprietary and Confidential Information which are no less
restrictive than the strictest procedures established or employed by that party
to protect its own Proprietary and Confidential Information.

                                       8

<PAGE>

                  Section 3.6. Responsibility for Consultants and Sublicensees;
 Patent Assignment Agreements.

                  Each party shall be responsible for the activities of the
consultants retained by such party in connection with the performance of this
Agreement and, in the case of Licensee, its sublicensees, in the event that any
such consultants or sublicensees violate the terms of the non-disclosure
agreements contemplated by Section 3.5(a)(v) or any other provision of this
Agreement. Licensor agrees to cause its officers, employees and consultants to
sign agreements by which such officers, employees and consultants agree, among
other things, to assign to Licensor any inventions conceived in connection with
their employment or retention by Licensor, which agreements shall be in
substantially the form heretofore provided to Licensee.

                  Section 3.7. Sublicensing Rights.

                  Licensee shall have the right to sublicense the Licensed
Technology to any person or entity in the Territory, subject to the following
conditions:

                  (a) If such sublicense is to an Affiliate of Licensee, the
fees payable to Licensor by Licensee (calculated on a Percentage Fee basis)
shall be equal to the fees payable to Licensor (calculated on a Percentage Fee
basis) had the sublicense not been granted and the activity for which the
sublicense was granted had been conducted directly by the Licensee.

                  (b) If such sublicense is to a non-Affiliate of Licensee, the
fees payable to Licensor by Licensee (calculated on a Percentage Fee basis)
shall be no less that 85% of the fees payable to Licensor (calculated on a
Percentage Fee basis) had the sublicense not been granted and the activity for
which the sublicense was granted had been conducted directly by the Licensee.

                  (c) All such sublicenses shall contain provisions relating to
inspection of records and audit rights substantially the same in all material
respects as those contained in Article Six hereof; such sublicenses shall not be
assignable or further sublicensable without the prior written consent of
Licensor; and such sublicenses shall be specifically subject to the provisions
of this License Agreement.

                  (d) Copies of all such sublicenses shall be provided to
Licensor promptly after execution thereof; in the event that a sublicense
contains terms and conditions that are not related to the subject matter of this
License, such provisions may be redacted prior to giving copies thereof to
Licensor.

                  (e) All sublicenses shall contain provisions similar in all
material respects to those contained in Sections 3.1, 3.2, 3.3, 3.4, 3.5, 6.1,
6.2, 10.3, 11.2, 12.1, 12.2, and shall be specifically subject to the terms of
this Agreement.

                  (f) At Licensor's request, Licensee shall, at Licensee's sole
cost and expense, use commercially reasonable efforts to enforce the provisions
referred to in clause (e) above of all sublicenses.

                                       9

<PAGE>

                  Section 3.8. Use of SportXction Mark.

                  At the request of Licensee, Licensor shall grant to Licensee
without payment of any additional fee, the right to use the mark "SportXction"
in connection with the use of the Licensed Technology.

                                  ARTICLE FOUR

                   EMPLOYMENT AGREEMENTS; PRODUCT DEVELOPMENT;
                             PROJECT REVIEW MEETINGS

                  Section 4.1. Employment Agreements.

                  Upon execution of this Agreement, Barry Mindes and Bernard
Albanese shall have executed employment agreements with Licensor which
employment agreements shall (a) be for a term ending no sooner than the
scheduled date for delivery of the last Milestone set forth in Exhibit D, (b)
contain provisions prohibiting Mr. Mindes and Mr. Albanese from competing with
the business of Licensor and Licensee during the term of their respective
employment agreements and until the later to occur of three years from the
Effective Date or one year following the termination or nonrenewal of such
employment agreement and (c) such other provisions as the parties thereto may
agree.

                  Section 4.2. Project Development.

                  The Project Functional Requirements ("Functional
Requirements") attached hereto as Exhibit C describe criteria, characteristics
and specifications of performance which the Licensee and the Licensor have
negotiated and to which the Licensee and Licensor have agreed relating to the
Licensed Software. The Deliverable Milestones ("Milestones") attached hereto as
Exhibit D contain the estimated dates, which Licensee and Licensor have
negotiated and to which Licensee and Licensor have agreed, by which the
deliverables described therein ("Deliverables") are to be delivered. Licensor
shall use all resources reasonably required to meet each of the agreed upon
Milestones described in Exhibit D. After delivery of Deliverables required for
each Milestone, the Deliverables shall be installed and subjected to Concept
Testing, Acceptance Testing and Beta Testing (collectively "Testing") as
hereinafter described. The time required for installation and Testing of the
Deliverables and training and support by Licensor is not included in the
estimated delivery dates set forth on Exhibit D. The period of time during which
Licensor is involved in such installation, Testing, training and support shall
be added to the time period allowed for completing any Milestone.

                  Section 4.3. Proof of Concept.

                  Upon modification of the existing Licensed Software in order
to meet the Functional Requirements in accordance with each of the Milestones,
the Licensed Software as so modified will be subjected to proof of concept
testing ("Concept Testing") in accordance with a System Concept Protocol to be
mutually agreed upon by the parties. Licensor shall give notice to Licensee (the
"Concept Notice") advising Licensee of the date Licensor and Licensee jointly
shall perform Concept Testing thereof, at Licensor's facility, in order for
Licensee, in the exercise of its reasonable judgment, to determine whether or
not such Licensed Software, as modified, meets the Functional Requirements

                                       10

<PAGE>

required by the applicable Milestone in all material respects. Licensee shall
have its representatives present at Licensor's facility to observe such Concept
Testing. If the Licensed Software, as modified, fails to pass the Concept
Testing, Licensor shall further modify such Licensed Software so that it meets
the Functional Requirements required by the applicable Milestone in all material
respects and passes the Concept Testing. In the event that Licensee believes
that the Licensed Software does not pass the Concept Testing because it does not
meet the Functional Requirements required by any Milestone, Licensee shall
within five (5) days after such Concept Testing give written notice to Licensor
describing in reasonable detail the reasons why the Functional Requirements of
the applicable Milestone have not been met. Licensor shall repeat the foregoing
process until the modifications to the Licensed Software pass the Concept
Testing. Upon passing the Concept Testing, Licensee and Licensor shall each sign
a document stating that the Concept Testing has been passed.

                  Section 4.4. Acceptance Testing.

                  Upon passing the Concept Testing referred to in Section 4.3,
Licensor shall send that number of the members of Licensor's technical staff as
Licensor and Licensee shall mutually agree, to the facility designated by
Licensee for the purpose of installing the applicable Licensed Software on the
System provided by Licensee. Prior to installation of the Licensed Software,
Licensee shall demonstrate to Licensor's reasonable satisfaction that all
equipment, communications, interfaces, facilities and other necessary System
adjuncts provided by Licensee are properly sized, installed, configured and
operating. Licensor shall install the Licensed Software on the System and System
Environment provided by Licensee. After installation of the applicable Licensed
Software, the Licensed Software will be subjected to acceptance testing
("Acceptance Testing") in accordance with a System Acceptance Protocol to be
mutually agreed upon by the parties. Licensor shall give notice to Licensee (the
"Acceptance Notice") advising Licensee that the System is ready for Licensee to
perform Acceptance Testing thereof in order for Licensee, in the exercise of its
reasonable judgment, to determine whether or not such Licensed Software, as
installed into the full System and System Environment with interfaces to third
party applications and other software systems as set forth in the Functional
Requirements and accessible by Licensee's end users, meets the Functional
Requirements required by the applicable Milestone in all material respects.
Representatives of the Licensee shall be present to observe such Acceptance
Testing. If the Licensed Software, as installed into the full System and System
Environment as provided above, fails to pass the Acceptance Testing, Licensor
shall further modify such Licensed Software so that it meets the Functional
Requirements required by the applicable Milestone in all material respects and
passes the Acceptance Testing. In the event that Licensee believes that the
Licensed Software does not pass the Acceptance Testing because it does not meet
the Functional Requirements required by any Milestone, Licensee shall within
five (5) days after such Acceptance Testing give written notice to Licensor
describing in reasonable detail the reasons why the Functional Requirements of
the applicable Milestone have not been met. Licensor shall repeat the foregoing
process until the modifications to the Licensed Software pass the Acceptance
Tests. The Licensed Software, as so modified, shall be deemed to be accepted in
connection with each Milestone (each, an "Acceptance") when Licensee, in good
faith and in its reasonable judgment, applying general computer software
industry standards, determines that the Functional Requirements required by the
applicable Milestone have been proven in all material respects. Upon passing the
Acceptance Testing, Licensee and Licensor shall each sign a document stating
that the Acceptance Testing has been passed. Any use of the Licensed Software by

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<PAGE>

Licensee for any commercial purpose other than testing shall be deemed to be
Acceptance.

                  Section 4.5. Beta Testing.

                  Upon passing the Acceptance Testing referred to in Section
4.4, Licensee shall, at its sole cost and expense, perform all such Beta Testing
and provide Licensor with all data reflecting the results thereof. At least ten
(10) days prior to commencement of Beta Testing, Licensee shall give written
notice to Licensor of the date on which such Beta Testing shall begin. Licensor
may have its representatives present at Licensee's facility to observe the
conduct of the Beta Tests. If in the course of such Beta Testing, "bugs" or
other problems with the Licensed Software appear, Licensee shall give notice to
Licensor and Licensor shall remedy such bugs or other problems in the following
manner: (a) if the bug or problem is a recurring problem but is not reproducible
by Licensee, Licensor shall render reasonable assistance to Licensee in locating
it; (b) if the bug or problem is a Software Defect that is recurring and is
reproducible, Licensor shall, as promptly as is practicable, (i) determine the
cause of the Software Defect, (ii) develop the means for curing such Software
Defect and (iii) implement the cure, and (c) if the bug or problem does not
impede use of the Licensed Software in a material manner, Licensee and Licensor
shall mutually determine in their good faith judgment, applying computer
software industry standards, whether Licensor shall correct the bug or problem,
(i) in the manner as set forth in clause (b) above or (ii) in a subsequent
release of the Licensed Software.

                  Section 4.6. Project Review Meetings.

                  Licensor shall conduct Project Review Meetings ("PRMs") at
Licensor's headquarters with Licensee and its representatives at least monthly.
At each PRM, there will be detailed reviews of process, issues, scheduling and
Deliverables or system components. In the event that any material Deliverables
set forth in the applicable Milestone have not been delivered in all material
respects, Licensor will consult with the Licensee in order to establish means of
achievement of the Milestone. If, not less than 90 days after the Milestone,
such Deliverable has not been delivered, Licensee may, at Licensee's sole cost
and expense, retain a consultant, reasonably acceptable to Licensor, to assist
Licensor in preparing the Deliverables so that they may meet the applicable
Functional Requirement in all material respects. In connection with assistance
provided by any consultant retained by Licensee as herein provided, Licensor
agrees to make available to such consultant, for use only at Licensor's
facility, the Source Code for the portion of the Licensed Technology with
respect to which such consultant is rendering assistance, provided that such
consultant signs a confidentiality agreement to the same effect as provided in
Section 3.5 hereof. Licensor further agrees to cooperate with and provide
reasonable assistance to such consultant to the extent necessary in preparing
the Deliverables so that they may meet the applicable Functional Requirement in
all material respects.

                                       12

<PAGE>

                  Section 4.7. Consultation.

                  Upon request of Licensee, Licensor will advise and consult
with Licensee on matters relating to the use of the Licensed Software for
Wagering, Transactions, contests and competitions involving sports.

                  Section 4.8. FOURS Software.

                  Not less than 90 days prior to the date scheduled for delivery
of the modifications to the Licensed Software described in Milestone C, Licensee
shall give written notice to Licensor advising Licensor whether or not Licensee
intends to use the Licensed Software as proposed to be modified with respect to
Wagering on FOURS ("FOURS Software"). If Licensee advises Licensor that Licensee
intends to use the FOURS Software, Licensor shall use commercially reasonable
efforts to modify the Licensed Software to meet the applicable Milestone for
Wagering on FOURS. If Licensor develops the FOURS Software at the request of
Licensee as aforesaid, Licensor shall be entitled to the Percentage Fee relating
to FOURS, whether or not Licensee uses the FOURS Software alone, in combination
with any other Software, or does not use the FOURS Software developed by
Licensor. If Licensee advises Licensor that Licensee will not use the FOURS
Software developed by Licensor, Licensor shall be relieved of any obligations to
develop the FOURS Software, without any reduction in any of the Fees payable to
Licensor hereunder. If Licensee does not so advise Licensor that Licensee
intends to use the FOURS Software, then Licensor shall be under no obligation to
modify the Licensed Software to meet the applicable Milestone for Wagering on
FOURS and Licensee shall be under no obligation to pay any fees to Licensor with
respect to Wagering on FOURS, provided that no portion of the Licensed
Technology is used in connection with Wagering or other Transactions relating to
FOURS.

                  Section 4.9. Training and Documentation.

                  (a) Licensor shall provide training and support services to
Licensee at the time, place and in the manner mutually agreed by the parties.

                  (b) Licensor shall provide to Licensee the Documentation and
any changes thereto prepared in order to reflect the modifications, Enhancements
and Improvements required by the Project including but not limited to user level
documentation that contains sufficient definitions, user instructions, screen
layouts, functional descriptions of the Licensed Software, operating
instructions and examples of common business solutions to enable a user to use
the program for its intended purposes.

                  Section 4.10. Enhancements.

                  Upon the request of Licensee, Licensor shall use commercially
reasonable efforts, consistent with its other business commitments and
consistent with the efficient and expeditious consummation of the Project, to
design, develop and provide enhancements to the Licensed Software in addition to
the Milestones set forth in the Functional Requirements ("Enhancements"),
provided that the design and development of such Enhancements do not
unreasonably interfere with Licensor's ability to meet the Milestones and if
requested, install such Enhancements on the Licensee's operating system, at a

                                       13

<PAGE>

fee of $150 per man hour during the first year after the Effective Date, which
hourly rate may be increased by Licensor annually thereafter to no more than
105% of the hourly rate existing during the prior year, plus reasonable travel,
living and communications expenses if Licensor's employees or representatives
are requested to be present at any facility of Licensee. All such Enhancements
shall remain the property of Licensor but shall be deemed Licensed Software
hereunder. The Licensee acknowledges that development of any such Enhancements
are likely to adversely impact the estimated delivery dates set forth in the
Milestones. If Licensor is unable or unwilling to design, develop or provide
such Enhancements, Licensee may, at Licensee's sole cost and expense, engage a
consultant to do so and Licensor agrees to render reasonable assistance to such
consultant in connection therewith, provided that such activities do not
unreasonably interfere with Licensor's ability to meet the Milestones.

                                  ARTICLE FIVE

                                     PAYMENT

                  Section 5.1. General.

                  In consideration for the grant of the License with respect to
the Licensed Technology, Licensee shall pay to Licensor the greater of the
Minimum or the Percentage Fees, each as described below:

                  Section 5.2. Minimum.

                  (a) For the period from the Effective Date through February
15, 2001, Licensee shall pay to Licensor at the rate of $3 million per annum
(the "First Year Minimum"), payable as follows: (i) $500,000 for the period from
the Effective Date through May 15, 2000 plus $750,000 for the three-months
commencing May 16, 2000, and (ii) $750,000 for each of the three-month periods
commencing on August 16 and November 16, 2000, in the manner provided in
Sections 5.5 and 5.6.

                  (b) For the 12-month period from February 16, 2001 through
February 15, 2002, the Licensee shall pay to Licensor a minimum of $5,000,000
(the "Second Year Minimum") payable at the rate of $1,250,000 on the 16th day of
February, May, August and November, 2001, in the manner provided in Sections 5.5
and 5.6.

                  (c) For the 12-month period commencing on February 16, 2002,
and each 12-month period thereafter during the Term, the annual minimum ("Future
Minimum") shall increase to 120% of the Minimum that was paid or payable to
Licensor during the prior 12-month period. (For example, the Minimum for the
12-month period from February 16, 2002 through February 15, 2003 shall be
$6,000,000 (120% of $5,000,000), and the Minimum for the 12-month period
beginning February 16, 2003 and ending February 15, 2004 shall be $7,200,000,
and so on, throughout the Term unless and until this Agreement is terminated as
herein provided). (The First Year Minimum, Second Year Minimum and Future
Minimums are collectively referred to as the "Minimums" and individually
sometimes referred to as a "Minimum"). Each Minimum shall be paid to Licensor at
the rate of one-quarter of the total amount of such Minimum on the 16th day of

                                       14

<PAGE>

February, May, August and November of each calendar year in the manner provided
in Sections 5.5 and 5.6.

                  Section 5.3. Percentage Fee.

                  Licensee shall pay to Licensor the aggregate percentage fee
calculated as set forth in Sections 5.3(a), (b), (c) and (d) (collectively the
"Percentage Fee") described below, to the extent that for each three-month
period commencing on and after February 16, 2001, the Percentage Fee calculated
on a cumulative basis, reduced by the amount that the Carry Forward Amount, if
any, exceeds the Minimum paid or payable for the relevant three-month period.
The Percentage Fee, if any, shall be paid to Licensor on the tenth business day
following the end of each calendar quarter, with respect to the calendar quarter
immediately preceding the date such payment is due.

                  (a) Percentage Fee - Wagering (other than FOURS). With respect
to all revenue generated by or for the benefit of Licensee, any of its
Affiliates or any of its sublicensees, directly or indirectly, from Wagering
activities utilizing the Licensed Technology, in whole or in part, other than
Wagering on FOURS as described below, the Percentage Fee shall be the lesser of
(i) 25% of the Hold, or (ii) 1% of the Handle.

                  (b) Percentage Fee - Wagering on FOURS. With respect to all
revenue generated by or for the benefit of Licensee, any of its Affiliates or
any of its sublicensees, directly or indirectly, from Wagering relating to
FOURS, utilizing the Licensed Technology, in whole or in part, the Percentage
Fee shall be the lesser of (i) 17 1/2% of the Hold or (ii) 0.7% of the Handle;
provided, however, that (except as provided in Section 4.8) in the event that
the Licensed Technology is not used in whole or in part in connection with
Wagering on FOURS, Licensor shall not be entitled to receive a Percentage Fee
with respect thereto.

                  (c) Percentage Fee - Non-Wagering. With respect to all revenue
generated by or for the benefit of Licensee, any of its Affiliates or any of its
sublicensees, directly or indirectly, from (i) games, contests or other
competitions (including, but not limited to, FOURS) not involving Wagering and
(ii) subscription fees paid by users or players, in each case, utilizing the
Licensed Technology, in whole or in part, the Percentage Fee shall be 25% of the
Gross Profit related thereto; provided, however, that in the event that the
Licensed Technology is not used in whole or in part in connection with any of
the revenue generating activities set forth in clause (i), (ii) and (iii) above,
Licensor shall not be entitled to receive a Percentage Fee with respect thereto.

                  (d) Percentage Fee - Advertising, Merchandising and the like.
With respect to all revenue from advertising and merchandising and all other
revenue related to Wagering, including Wagering on FOURS, and/or non-Wagering
activities (but not including revenue generated as described in subclauses (a),
(b) and (c) of this Section 5.3) generated by or for the benefit of Licensee,
any of its Affiliates or any of its sublicensees, directly or indirectly,
through the use of the Licensed Technology, in whole or in part, the Percentage
Fee shall be 25% of the Gross Profit related thereto.

                                       15

<PAGE>

                  Section 5.4. Credit for Minimum.

                  For each 12-month period commencing after February 15, 2001
that the Licensee is not required to pay a Percentage Fee because the Percentage
Fee as calculated in Sections 5.3(a), (b), (c) and (d) above is not in excess of
the Minimum for that 12-month period, the Licensee shall be permitted to carry
forward the difference between the Minimum and the Percentage Fee (the "Carry
Forward Amount"). The Carry Forward Amount may be used by Licensee to reduce
future Percentage Fees that are payable to Licensor hereunder, provided that in
no event shall Licensor be paid less than (i) the relevant Minimum with respect
to any 12-month period or (ii) the relevant portion of the Minimum payable with
respect to any three-month period within any 12-month period.

                  Section 5.5. Initial Payment.

                  On the Effective Date, Licensee shall pay to Licensor
$1,250,000, which amount covers the period from the Effective Date through
August 15, 2000.

                  Section 5.6. Escrow.

                  Licensee has deposited with Citibank N.A., New York, New York
(the "Escrow Agent") into an escrow account (the "Escrow Account"), the Minimum
fee for the 12-month period commencing on August 16, 2000 and ending August 15,
2001. The Agreement among the parties and Citibank N.A. by which the Escrow
Account was set up is referred to as the "Escrow Agreement." Commencing on
August 16, 2000 and the 16th day of November, February and May thereafter during
the Term, (a) the portion of Minimum fee for the forthcoming three-month period
shall be paid to Licensor, without any requirement for notice to Licensee, out
of the Escrow Account in accordance with the terms of Section 5.2 of this
Agreement and the Escrow Agreement, and (b) the Licensee shall deposit into the
Escrow Account an amount equal to the portion of Minimum fee for the quarter
commencing one year after the date such deposit into the Escrow Account is to be
made, such that the Escrow Account shall always contain the Minimum fee due to
Licensor for the ensuing 12-month period. The parties shall cause the escrow
agent to invest the funds held in escrow as mutually agreed. All interest earned
on the amount in escrow, after payment of the fees of the escrow agent, shall be
paid to Licensee. Licensee shall continue to deposit sums into the Escrow
Account in accordance with Section 5.2 and the Escrow Agreement, unless (i)
Licensor is subject to Bankruptcy, (ii) Licensee has been issued an arbitral
award stating that Licensor is in Default as provided in Section 7.2, or (iii)
this Agreement has been terminated as herein provided.

                  Section 5.7. Immediately Available Funds.

                  All payments made to Licensor by Licensee or the escrow agent,
or by Licensee into the Escrow Account, shall be wire transferred in U.S.
dollars, in immediately available funds, to an account designated by Licensor,
or the escrow agent, as the case may be.

                                       16

<PAGE>

                  Section 5.8. Taxes.

                  Licensee shall be responsible for payment of all franchise,
sales, use, property, excise, value-added, or other federal, state, municipal or
local taxes (other than gaming taxes) imposed by or pursuant to, any
Governmental Regulatory Requirements, relating to the Licensed Technology, the
System and/or the License, or use thereof or the activities contemplated by this
Agreement ("Taxes") except for (i) Taxes based solely on Licensor's net income
and (ii) any Taxes directly related to Wagering. Licensor and Licensee shall
each pay their proportionate share of any Taxes directly related to Wagering and
any gaming Taxes, calculated in the manner described set forth on Exhibit E. If
Licensor is required to pay any Taxes based upon the License granted hereunder
or on Licensee's use of the Licensed Technology, Documentation, hereunder or
otherwise (in each case, other than its proportionate share of Taxes calculated
as set forth on Exhibit E hereto), then the amount of such Taxes shall be billed
to and paid by Licensee. If Licensee is required by law to withhold from any
amount owed or payable to Licensor, Licensee shall withhold any amount required
to be withheld and shall pay such amount to the applicable tax authority when
due and provide Licensor with an original receipt or other reasonable evidence
from such tax authority for the amount so withheld and paid.

                  Section 5.9. Interest Charge.

                  Any payments due under this Agreement which are not paid when
due shall accrue interest at a rate of 12% per annum until such payments have
been made.

                  Section 5.10. Bonus.

                  In the event that the Deliverables that are required to meet
Milestone A have passed the required Concept Testing and Acceptance Testing
prior to the date specified in Exhibit D therefor (such Deliverables, the "Early
Deliverables"), Licensee shall pay Licensor a bonus (the "Bonus") calculated in
the following manner. For each day prior to the Milestone A delivery date
specified in Exhibit D that Licensor provides the Early Deliverables, Licensee
shall pay to Licensor $5,000, up to a maximum of $600,000. Fifty percent (50%)
of any such Bonus shall be paid to by Licensee to Licensor promptly after it is
determined that it is due and payable in accordance herewith and fifty percent
(50%) shall be paid 9 months thereafter.

                                  ARTICLE SIX

                        INSPECTION; RECORDS; AUDIT RIGHTS

                  Section 6.1. Inspection.

                  Licensor shall have the right to inspect any of Licensee's or
any sublicensees premises, including without limitation, the Designated
Locations, upon reasonable notice given and during normal business hours, to
verify that the Licensed Technology is being used and protected as specified
herein; provided that any such inspection shall not unreasonably disrupt any of
Licensee's business activities; and provided further that any inspection of a
sublicensee's premises shall be conducted through the Licensee (with Licensor's
representatives having the right to participate in such inspection), all
communications with such sublicensee shall be exclusively through the Licensee
and Licensor shall have no direct communication with any such sublicensee.

                                       17

<PAGE>

                  Section 6.2. Royalty Reports.

                  (a) Commencing on the 25th day of May, 2001 and on the 25th
day of July, November and February thereafter during the Term (i) Licensee
shall, and shall contractually require all sublicensees to, furnish to Licensor,
with respect to the three-month period immediately prior to the date of the
statement, and for the 12-month period or portion thereof in question, on a
cumulative basis, a written statement (certified by the Chief Financial Officer
of Licensee or such sublicensee), in such form and with such detail as Licensor
may reasonably require, setting forth (i) the Handle, Hold, Gross Profit
generated during such quarter, as a result of the use of the System and/or and
the Licensed Technology, or any part thereof, (ii) the calculation of, and
method of calculating, the Percentage Fees and (iii) such other information
relating to the computation of the fees owed to Licensor under this Agreement as
Licensor may reasonably request from time to time. All such statements shall to
the extent practicable be generated directly by the System or using the Licensed
Software.

                  (b) Licensee shall, and shall contractually require all of its
sublicensees to, keep accurate written records of all activities relating to the
Handle, Hold, Gross Profit and calculation of the Percentage Fees. Such records
shall be retained by Licensee or its sublicensees during the Term and for a
period of at least two (2) years thereafter. Upon reasonable notice and during
regular business hours, Licensee shall, and it shall contractually require its
sublicensees to, make available such records for audit by Licensor or its
representatives to verify the accuracy of the statements provided to Licensor;
provided that any audit of a sublicensee shall be conducted through the
Licensee, all communications with such sublicensee shall be exclusively through
the Licensee and Licensor shall have no direct communication with any such
sublicensee unless Licensee fails to fulfill the requirements of Section 3.7(f).
In the event it is determined that the fees paid to Licensor hereunder were less
than the fees to which Licensor was entitled as provided herein, Licensee shall
immediately pay such fees plus interest as provided in Section 5.9, and Licensee
shall pay all reasonable, out-of-pocket expenses of Licensor or its
representatives relating to such audit, including, but not limited to the
reasonable, out-of-pocket expenses of traveling to Licensee's or its
sublicensees' facilities or otherwise, and reasonable, out-of-pocket living
expenses while at Licensee's or its sublicensees' facility. In the event that,
more than twice during the Term, it is determined that the fees paid to Licensor
hereunder were less than 90% of the fees to which the Licensor was entitled in
accordance with the terms of this Agreement, Licensee shall be deemed to be in
material breach of this Agreement and Licensor, in addition to any other rights
or remedies to which it is entitled, shall have the right to terminate this
Agreement forthwith.

                                  ARTICLE SEVEN

                          TERM AND TERMINATION; DEFAULT

                  Section 7.1. Term.

                  This Agreement shall commence on the Effective Date and shall
terminate upon expiration of the last to expire of the Patents (the "Term").
Upon the expiration of the Term of this Agreement in accordance with this
Section 7.1, Licensee shall hold a fully paid up exclusive license to the
Licensed Technology in the Territory, in the Field of Use.

                                       18

<PAGE>

                  Section 7.2. Termination Events.

                  (a) Mutual Consent. This Agreement may be terminated at any
time by mutual consent of the parties.

                  (b) Default. This Agreement may be terminated by either party
upon written notice of termination for Default by the other party. A party shall
be deemed to be in "Default" of this Agreement if: -------

                      (i) in the case of Licensee, Licensee fails to make any
                  payment to Licensor or into the Escrow Account, required by
                  this Agreement when due, and such failure remains unremedied
                  for a period of thirty (30) business days after written notice
                  thereof is given by Licensor to Licensee; provided that if
                  more than two payments required to be made by Licensee to
                  Licensor hereunder during any year during the Term are not
                  made when due, thereafter the notice period required by this
                  Section 7.2(b)(i) shall be reduced to five (5) days;

                      (ii) except as provided in Section 7.2(c), such party has
                  breached or otherwise failed to observe a material obligation
                  imposed upon such party by this Agreement which if curable,
                  has not been cured within thirty (30) days after written
                  notice thereof has been given by the other party, unless such
                  breach is not susceptible of being cured within thirty (30)
                  days and such party has taken steps to cure such breach and is
                  using diligent efforts to cure such breach, provided that in
                  any event such breach has been cured within ninety (90) days
                  after notice of such breach is given by the other party; or

                      (iii) such party shall have been subject to "Bankruptcy"
                  which shall mean, (A) the entry of a decree or order for
                  relief of such party by a court of competent jurisdiction in
                  any involuntary case involving such party under any
                  bankruptcy, insolvency, or other similar law now or hereafter
                  in effect; (B) the appointment of a receiver, liquidator,
                  assignee, custodian, trustee, sequestrator, or other similar
                  agent for such party; (C) the filing with respect to such
                  party of a petition in any such involuntary bankruptcy case,
                  which petition remains undismissed for a period of 90 days or
                  which is dismissed or suspended pursuant to Section 305 of the
                  U.S. Bankruptcy Code (or any corresponding or comparable
                  provision of any foreign, future federal or state bankruptcy
                  or insolvency law); or (D) the commencement by such party of a
                  voluntary case under any bankruptcy, insolvency, or other
                  similar law now or hereafter in effect.

                  (c) Failure to Meet Milestones. In the event that Licensor has
not provided a Deliverable by the date which is 90 days after the Milestone date
for such Deliverable, Licensee may give notice to Licensor that Licensee
desires, in accordance with the terms of Section 4.6 and at Licensee's sole cost
and expense, to retain a consultant to assist Licensor in modifying the Licensed
Software so that it meets the Functional Requirements required by the relevant
Milestone. Licensor agrees, in accordance with the terms of Section 4.6, to
cooperate with and provide reasonable assistance to such consultant to the
extent necessary in preparing the Deliverables so that they may meet the
applicable Functional Requirement in all material respects. In the event that
Licensee elects to so retain a consultant, and at least 120 days after such
consultant has been retained by Licensee and has provided assistance to
Licensor, the Functional Requirements for the relevant Milestone still have not

                                       19

<PAGE>

been met, the parties may renegotiate the terms of this Agreement or the
Licensee may terminate this Agreement by giving not less than thirty (30) days
prior written notice, provided that during such notice period, Licensor has not
provided the relevant Deliverable to Licensee. In the event of such termination
by Licensee, the Licensee shall not be entitled to a refund of any amounts
previously paid to Licensor; provided, however, that Licensor has used all
resources reasonably required to meet the applicable Functional Requirements
required by the Milestone. In the event of a termination by Licensee pursuant to
this Section 7.2(c), each party shall continue to be bound by the terms of the
NDA. Notwithstanding anything to the contrary provided in this Agreement, the
remedy set forth in this Section 7.2(c) shall be the sole and exclusive remedy
of Licensee and sole liability of Licensor, for failure of Licensor to provide a
Deliverable in accordance with any of the Milestones set forth in the Functional
Requirements.

                  (d) By Licensee. Licensee shall have the right to terminate
this Agreement in the event that:

                      (i) Licensee is enjoined from using any of the Licensed
                  Technology in any portion of the Territory resulting in a
                  material adverse effect on Licensee's business, provided
                  however that, in lieu of such termination, Licensee, at its
                  option, may cease to use such Licensed Technology in such
                  affected portion of the Territory and may obtain a reduction
                  in the Minimum as shall be determined through agreement
                  between the parties or, if no agreement can be reached, by
                  arbitration as herein provided;

                      (ii) the Licensed Technology (other than any modification,
                  Enhancement or Improvement requested by Licensee or developed
                  by Licensor in order to meet the Functional Requirements) is
                  found, by a court of last resort not subject to appeal, to
                  infringe the patent or other intellectual property rights of a
                  third party; or

                      (iii) any of the Patents are held to be invalid or
                  unenforceable, provided that if any Patents or any specific
                  claims in any such Patents are held to be invalid or
                  unenforceable, but the Licensee is still able to make gainful
                  use of the Licensed Technology, Licensee shall not have the
                  right to terminate this Agreement.

                  (e) By Licensor. Licensor shall have the right to terminate
this Agreement in the event that Licensee is in material breach of this
Agreement and has failed after thirty (30) days written notice from Licensor to
take active steps to cure such breach.

                  Section 7.3. Obligations Upon Termination.

                  Upon the effective date of termination of this Agreement for
any reason, other than the expiration of the Term or pursuant to Section 7.1
herein, Licensee shall immediately (i) discontinue use of the Products and
Licensed Technology and all portions thereof, and (ii) return to Licensor
forthwith all such Products, Licensed Technology and all other Proprietary and
Confidential Information of Licensor in its possession to Licensor, including
all copies or partial copies thereof.

                                       20

<PAGE>

                                  ARTICLE EIGHT

                   REPRESENTATIONS AND WARRANTIES OF LICENSOR

                  Licensor represents and warrants to Licensee as follows:

                  Section 8.1. Power and Authority.

                  Licensor has all requisite power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. This Agreement has been duly authorized,
executed and delivered by Licensor, constitutes the valid and binding agreement
of Licensor and is enforceable against Licensor in accordance with its terms.

                  Section 8.2. Conflicting Instruments.

                  (a) The execution and delivery by Licensor of this Agreement
does not, and the consummation of the transactions contemplated hereby will not
(i) violate any provision of the articles of incorporation or by-laws of
Licensor or (ii) conflict with or result in a breach of, create an event of
default (or an event that, with the giving of notice or lapse of time or both,
would constitute an event of default) under, or give any third party the right
to accelerate any obligation under, any agreement, mortgage, license, lease,
indenture, instrument, order, arbitration award, judgment or decree to which
Licensor is a party or by which Licensor is bound or affected.

                  (b) The execution and delivery by Licensor of this Agreement
do not, and the consummation of the transactions contemplated hereby will not,
result in a violation of, or require any authorization, approval, consent or
other action by, or require any registration, declaration or filing with or
notice to, any court or pursuant to any statute, law, rule, regulation or
ordinance applicable to Licensor; except that Licensor must give notice of the
execution of this Agreement to the Nevada gaming authorities and provide them
with a copy of this Agreement. There is no pending or, to the best knowledge of
Licensor, threatened action, suit, proceeding or investigation against Licensor
before or by any court or governmental body or agency (i) to restrain or prevent
the consummation of the transactions contemplated by this Agreement or (ii) that
might affect the rights of Licensor or Licensee in any material respect with
respect to the License.

                  Section 8.3. Patents.

                  Schedule 1 sets forth a true and complete list as of the date
of this Agreement of all patents, pending patent applications and applications
therefor owned or filed by or licensed to Licensor and all jurisdictions wherein
such patents have been granted, are pending or for which an application is being
made.

                  Section 8.4. Title.

                  The Licensed Technology is original to, and was developed by,
Licensor. Except as set forth in Exhibit F, Licensor has all right, title and
interest in and to the Licensed Technology free and clear of all liens, charges,
encumbrances and claims whatsoever and the Licensed Technology is not subject to
any restriction with respect to its transferability pursuant to this Agreement.
No third party, including any past, present or future director, officer,
employee, incorporator, agent or stockholder or Affiliate of Licensor has or

                                       21

<PAGE>

shall have grounds for any claims against Licensor in respect of the ownership
the Licensed Technology.

                  Section 8.5. Infringement.

                  Except as set forth in Exhibit F, there is no action, suit,
claim, proceeding, inquiry or investigation pending or, to the best knowledge of
the officers and directors of Licensor, threatened, against or affecting
Licensor, either at law or in equity, or before or by any arbitrator or any
federal, state, local or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign alleging that the
Licensed Technology infringes the rights of third parties or is invalid or
unenforceable, and none of the officers or directors of Licensor know of any
basis for any of the foregoing.

                  Section 8.6. Conformity to Functional Requirements.

                  For one year following each Acceptance as obtained in
accordance with the terms of Section 4.4 hereof (each a "Warranty Period"), the
Licensed Software as so accepted and further modified in accordance with the
terms of Section 4.5 hereof, under normal use and service on the System
Environment, shall conform in all material respects to the Functional
Requirements and shall contain no Software Defects that Licensor using
commercially reasonable efforts and applying computer software industry
standards cannot cure; provided however, that (i) the Licensed Software is used
in conformity with Licensor's instructions and Licensee has installed the latest
software update, work around, patch, correction or release supplied by Licensor,
(ii) Licensor will not be obligated to remedy any Software Defect caused by
Licensee's or any third party's modification or misuse of the Licensed Software
or any non-reproducible Software Defect and (iii) with respect to any
non-reproducible Software Defect, this Section 8.6 shall in no way limit the
obligations of Licensor set forth in Section 4.5 hereof. Notwithstanding
anything to the contrary herein provided, Licensor shall have no responsibility
or liability for defects in the System or System Environment provided by
Licensee, defects in any telecommunications lines or facilities provided by or
at the request of Licensee, the network or network design provided by Licensee
on which the Licensed Software as modified in order to meet the Functional
Requirements is intended to be installed and operated.

                  Section 8.7. SportXction.

                  Licensor warrants that the mark "SportXction" in the form
attached as Exhibit G has been registered by the U.S. Patent and Trademark
Office and is owned by Licensor.

                  Section 8.8. Limitation on Warranties.

                  Notwithstanding anything to the contrary herein provided,
except as provided in Section 8.6, Licensor makes no representation or warranty
with respect to any modification, Enhancement or Improvement to the Licensed
Software made at the request of Licensee in order to meet the Functional
Requirements or otherwise requested by Licensee, and Licensor makes no warranty
with respect to any Licensed Technology relating to FOURS.

                                       22

<PAGE>

                                  ARTICLE NINE

                   REPRESENTATIONS AND WARRANTIES OF LICENSEE


                  Licensee represents and warrants to Licensor as follows:

                  Section 9.1. Power and Authority.

                  Licensee is a limited liability company duly organized under
the laws of the State of Delaware. Licensee has all requisite power and
authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. This Agreement
has been duly authorized, executed and delivered by Licensee, constitutes the
valid and binding agreement of Licensee and is enforceable against Licensee in
accordance with its terms.

                  Section 9.2. Conflicting Instruments.

                  (a) The execution and delivery by Licensee of this Agreement
does not, and the consummation of the transactions contemplated hereby will not
(i) violate any provision of the Certificate of Formation of Licensee or Limited
Liability Company Agreement among the members of Licensee or (ii) conflict with
or result in a breach of, create an event of default (or an event that, with the
giving of notice or lapse of time or both, would constitute an event of default)
under, or give any third party the right to accelerate any obligation under, any
agreement, mortgage, license, lease, indenture, instrument, order, arbitration
award, judgment or decree to which Licensee is a party or by which Licensee is
bound or affected.

                  (b) The execution and delivery by Licensee of this Agreement
do not, and the consummation of the transactions contemplated hereby will not,
result in a violation of, or require any authorization, approval, consent or
other action by, or require any registration, declaration or filing with or
notice to, any court or administrative or governmental body pursuant to any
statute, law, rule, regulation or ordinance applicable to Licensee. There is no
pending or, to the best knowledge of Licensee, threatened action, suit,
proceeding or investigation against Licensee before or by any court or
governmental body or agency (i) to restrain or prevent the consummation of the
transactions contemplated by this Agreement or (ii) that might affect the rights
of Licensor or Licensee in any material respect with respect to the License.

                                   ARTICLE TEN

                          WARRANTY SERVICES AND CLAIMS

                  Section 10.1. Software Warranty Services.

                  (a) Except as provided herein, Licensee does not warrant that
the use or operation of the Licensed Technology will be uninterrupted or free
from Software Defects.

                  (b) During the Warranty Period, Licensor shall, at its sole
expense, except as otherwise provided in Section 10.1(b) below, provide the
following services (the "Software Warranty Services"):

                                       23

<PAGE>

                      (i) Licensor shall use its commercially reasonable
                  efforts, consistent with computer software industry standards,
                  as reasonably applied, to respond to and investigate suspected
                  Software Defects; provided Licensee complies with its
                  obligations described in Section 10.2 below, and provided that
                  Licensee (together with Licensor's assistance in accordance
                  with Section 4.5 hereof if necessary) can successfully
                  reproduce and document the Software Defect. Licensor and
                  Licensee shall assist one another in a reasonable manner to
                  reproduce and document any Software Defect so that attempts
                  can be made to correct it in accordance herewith. Licensee and
                  Licensor shall cooperate with one another in all reasonable
                  ways to cure any Software Defect. Software Defects may be
                  investigated and corrected by Licensor's personnel at
                  Licensor's offices and by investigating and remedying such
                  Software Defects by remote, network access to Licensee's
                  System, subject to the provisions of Section 10.2(e).
                  Resolution may take the form of a written response,
                  supplementary documentation, work-around, coding change,
                  product patch, or other correctional aids; provided that if
                  the problem is cosmetic, minor or does not effect gainful use
                  of the Licensed Software, the correction may be incorporated
                  into a future release of the Licensed Software to be prepared
                  by Licensor. Licensor will use its commercially reasonable
                  efforts to respond to a request for assistance within a
                  reasonable time following the initial contact from Licensee
                  and use commercially reasonable efforts to correct any
                  Software Defect as promptly as practicable. Prior to notifying
                  Licensor about a Software Defect, Licensee shall use
                  commercially reasonable efforts to attempt to cure such
                  Software Defect with its own personnel.

                      (ii) If Licensor, in its reasonable judgment, determines
                  that the Software Defect was attributable to a cause other
                  than a programming error by Licensor, or if Licensor performs
                  Software Warranty Services outside Licensor's offices or
                  outside Licensor's normal business hours (and in the
                  immediately preceding instance, with the consent of Licensee),
                  then Licensee shall pay Licensor for the Licensor's attempts
                  at correcting the Software Defect, or such Software Warranty
                  Services, as the case may be, on a time and materials basis at
                  Licensor's then prevailing rates, and Licensee shall reimburse
                  Licensor for reasonable out-of-pocket travel expenses, meals,
                  lodging and communications expenses, if Licensor is required
                  to have its employees at any facility of Licensee. If Licensee
                  disagrees with Licensor's determination as set forth above,
                  the parties shall use their respective commercially reasonable
                  efforts to resolve their dispute as promptly as practicable.

                  Section 10.2. Conditions to Software Warranty Services.


                  Licensor's obligations to provide Software Warranty Services
are subject to the following:

                      (a) Licensee shall appoint persons who are technically
                  skilled in the preparation and maintenance of computer
                  software to receive telephone and e-mail assistance from
                  Licensor. Licensee may change the appointed support contact
                  persons no more frequently than once every thirty (30) days by
                  providing written notice to Licensor of such change.

                                       24

<PAGE>

                      (b) Licensee shall provide Licensor at no charge with
                  access to and use of the Designated Locations, as well as all
                  utilities and data communications resources, as reasonably
                  necessary for Licensor to provide the Software Warranty
                  Services. Licensee shall allow Licensor to use upon its
                  request at no charge (to the extent not prohibited by
                  Licensee's agreements with third parties) all required
                  diagnostic programs and all documentation available which
                  pertain to the Systems on which the Licensed Software is
                  installed.

                      (c) When reporting a Software Defect, Licensee shall: (i)
                  provide initial analyses and description of the Software
                  Defect, (ii) use commercially reasonable efforts to eliminate
                  any telecommunication line, hardware, operating System
                  software and third party application software deficiencies,
                  (iii) capture all relevant data and documentation, all
                  operating conditions and other operating information and fully
                  supply Licensor's maintenance and support service
                  representatives with requested diagnostic information
                  necessary to reproduce the Software Defect, and (iv) promptly
                  implement any remedial, corrective or work-around procedure(s)
                  recommended by Licensor and fully describe any limitations
                  imposed by such corrections or work-arounds provided that such
                  remedial, corrective or work-around procedures do not impair
                  Licensee's ability to use the Licensed Software substantially
                  in the manner described in Agreement.

                      (d) Licensee shall provide Licensor with network access to
                  Licensee's System via telecommunications lines to the extent
                  necessary for Licensor to perform Software Warranty Services.

                      (e) Notwithstanding anything to the contrary herein
                  provided, in the event that the Licensed Software is modified
                  by any party other than Licensor unless specifically approved
                  by Licensor or pursuant to Section 4.6 or Section 7.2 (c)
                  herein, all warranties made by Licensor hereunder with respect
                  to the Licensed Software shall be of no further force or
                  effect.

                  Section 10.3. Disclaimers of Warranties.

                  (a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,
THE PRODUCTS, LICENSED TECHNOLOGY AND THE SOFTWARE WARRANTY SERVICES PROVIDED BY
LICENSOR HEREUNDER ARE LICENSED AND PROVIDED WITHOUT ANY WARRANTY AS TO THEIR
PERFORMANCE, ACCURACY, OR FREEDOM FROM ERROR, OR AS TO ANY RESULTS GENERATED
THROUGH THEIR USE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

                  (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,
NOTHING IN THIS LICENSE AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR
WARRANTY BY LICENSOR OF THE VALIDITY OF ANY OF THE PATENTS, TRADEMARKS OR
COPYRIGHTS OR THE ACCURACY, SAFETY, OR USEFULNESS FOR ANY PURPOSE, OF ANY
PROPRIETARY AND CONFIDENTIAL INFORMATION, OR LICENSED SOFTWARE AT ANY TIME MADE
AVAILABLE BY LICENSOR.

                                       25

<PAGE>

                                 ARTICLE ELEVEN

                                 INDEMNIFICATION

                  Section 11.1. By Licensor.

                  During the Term, Licensor shall indemnify and hold Licensee
harmless from and against any fine, penalty, loss, liability and expense
(including reasonable attorneys' fees and court costs) incurred by Licensee as a
result of any claim, demand or action ("Infringement Claim") against Licensee
based on, related to or arising out of any claim that any Licensed Technology
infringes or misappropriates any patent or other intellectual property right of
a third party; provided, however, that Licensor shall have no liability pursuant
to this Section 11.1 or otherwise for any Infringement Claim to the extent such
Infringement Claim is proximately caused by (a) the misuse or unapproved
modification of the Licensed Technology by Licensee, (b) the failure by Licensee
to use corrections updates, fixes, work-arounds or new releases provided by
Licensor, (c) the modification or Improvement or Enhancement of any of the
Licensed Technology by any person other than Licensor, or someone specifically
approved by Licensor, (d) the use of the Licensed Technology in combination with
software programs, data, hardware or equipment not provided or approved by
Licensor, or (e) any modification, Improvement or Enhancement requested by
Licensee in order to meet the Functional Requirements set forth on Exhibit C or
otherwise or any Licensed Technology relating to FOURS. In the event of an
Infringement Claim for which Licensor is responsible, or if in Licensor's
reasonable judgment an Infringement Claim for which Licensor is responsible is
likely to be made, Licensor may, at its option and expense, or if a
nonappealable final judgment against Licensee with respect to an Infringement
Claim is entered, or in connection with an Infringement Claim, a temporary
restraining order or injunction is issued against Licensee's use of any Licensed
Technology, Licensor shall, at its expense, either (i) procure the right for
Licensee to continue using the Licensed Technology in accordance with this
Agreement or (ii) replace or modify the Licensed Technology in a functionally
equivalent manner so that such Licensed Technology becomes noninfringing. In the
event that the above remedies are not available within ninety (90) days of the
date any judgment described in the foregoing sentence becomes final and
nonappealable or of the date of the issuance of any temporary restraining order
or injunction described in the foregoing sentence, Licensee shall have the
option to terminate this Agreement upon thirty (30) days' notice to Licensor
without waiver of any additional remedies available at law or in equity in
respect of any breach of Licensor's representations and warranties in Section 8
of this Agreement and without any obligation to make additional payments to
Licensor hereunder provided that Licensee shall thereupon cease use of any of
the licensed Technology in accordance with Section 7.3. In the event that any
such Infringement Claim relates to only a portion of the Licensed Technology,
Licensee shall, unless Licensee determines in its reasonable discretion that the
portion of the Licensed Technology is material to the use of the overall
Licensed Technology, cease using only such portion of the Licensed Technology,
and a reduction in any payments provided for herein shall be made to reflect the
value of such portion as determined by agreement between the parties or by
arbitration. Licensor shall indemnify and hold Licensee harmless from and
against any and all fines, penalties, losses, liabilities and expenses
(including reasonable attorneys' fees and court costs) arising from the breach
by Licensor of any provision of this Agreement.

                                       26

<PAGE>

                  Section 11.2. By Licensee.

                  During the Term, Licensee shall indemnify and hold Licensor
harmless from and against any fines, penalties, losses, liabilities and expenses
(including reasonable attorneys' fees and court costs) incurred by Licensor as a
result of (i) any Infringement Claim against Licensor based on, related to or
arising out of any claim that any modification, Enhancement or Improvement of
the Licensed Technology by Licensor in order to meet the Functional Requirements
or relating to FOURS by any person other than Licensor or any person
specifically approved by Licensor, (ii) any breach by Licensee of any provision
of this Agreement or (iii) any claim that the use of the Licensed Technology
violates any Government Regulatory Requirements or otherwise violates any
federal, state or local law, rule, or regulation of the United States or any
other jurisdiction in which the Licensed Technology is being used by Licensee or
any players.

                  Section 11.3. Conditions to Indemnification.

                  The foregoing indemnities shall be contingent upon (i) the
indemnified party ("Indemnified Party") giving prompt written notice to the
other party ("Indemnifying Party") of any claim, demand or action for which
indemnity is sought (an "Indemnified Claim") and (ii) the Indemnified Party
fully cooperating in the defense or settlement of any Indemnified Claim at the
expense of the Indemnifying Party. The Indemnifying Party shall have sole
control over the defense of any Indemnified Claim; provided that the Indemnified
Party may, in its discretion and at its sole cost and expense participate in any
such defense with counsel of its own choice. The Indemnifying Party shall obtain
the prior written consent of the Indemnified Party to any settlement thereof,
which consent shall not be unreasonably withheld or delayed unless such
settlement involves only the payment of money damages or royalties that the
Indemnifying Party has paid or has agreed to pay.

                  Section 11.4. Prosecution of Infringement; Prior Art.

                  (a) Each party shall promptly notify the other party of any
possible infringement by a third party of the Licensed Technology known to such
party. If Licensor and Licensee agree (or, failing agreement, should an
independent patent counsel appointed jointly by the parties advise) that such
third party's products fall within the scope of any of the rights associated
with the Licensed Technology, Licensor may commence proceedings in respect of
such infringement within ninety (90) days of Licensee's notice thereof to
Licensor or on receipt of advice from independent patent counsel, whichever
occurs later, and agrees to permit Licensee to join as co-plaintiff (at
Licensee's sole cost and expense) if Licensee so desires. If Licensor fails to
so commence proceedings, Licensee shall be entitled (at Licensee's sole cost and
expense) to prosecute the infringers, joining Licensor as a party plaintiff in
any such action. The party commencing such litigation shall have control over
the litigation and any settlement thereof. Recoveries in any patent infringement
proceeding shall be for the benefit of both parties in proportion to the
expenses incurred by each of them in connection with such proceedings. Each
party shall cooperate and lend assistance to the other party in connection with
any such proceedings.

                  (b) Licensee shall bring to Licensor's attention any prior art
or other information known to Licensee or hereafter acquired by Licensee which
is relevant to the patentability or validity of any of the Products and which
might cause a court to restrict, narrow or render invalid any patent, trademark,
copyright or other intellectual property rights of Licensor. Licensee shall

                                       27

<PAGE>

particularly specify such prior art or other information to Licensor at the time
it learns thereof and not less than ninety (90) days prior to bringing any
action against Licensor asserting the invalidity of any of the Patents.

                  Section 11.5. Negotiation of Licenses.

                  If Licensor and Licensee should agree (or, failing agreement,
should an independent patent counsel appointed jointly by the parties advise)
that a patent owned by or licensed to a third party would be infringed by the
use of the Licensed Technology other than with respect to any modification,
Improvement or Enhancement requested by Licensee in order to meet the Functional
Requirements or otherwise or any Licensed Technology relating to FOURS, then
Licensor will use commercially reasonable efforts to obtain at its expense a
license under such patent from the owner or licensee thereof which would enable
Licensee to continue to use such Licensed Technology; provided that if the
infringement relates to any modification, Improvement or Enhancement requested
by Licensee in order to meet the Functional Requirements or otherwise, or
relates to FOURS, then Licensee will use commercially reasonable efforts to
obtain at its expense a license under such patent from the owner or licensee
thereof which would enable Licensee to continue to use the Licensed Technology.
Should Licensor not obtain such license for Licensee, Licensee may directly
negotiate and obtain such license from the third party. Upon obtaining such
license, provided that such license has been negotiated by Licensee in good
faith and on an arms length basis, Licensee shall credit in full any royalty
paid to the third party for such license against any amount Licensee would
otherwise owe Licensor pursuant to this Agreement; provided that the credit
against the amount owed to Licensor pursuant to this Agreement shall in no event
exceed 33 1/3% of the Fees payable to Licensor hereunder for any period during
which Fees are payable hereunder.

                  Section 11.6. Assertion of Infringement Claims.

                  Licensee shall not, and it shall cause its officers,
directors, employees, agents, representatives and sublicensees not to, assert or
encourage any other person, firm or entity to assert or participate in any claim
that the Patents or any other portion of the Licensed Technology is not valid or
not enforceable, or that the Licensed Technology or any portion thereof
infringes any intellectual property rights of any other person, firm or entity.

                                 ARTICLE TWELVE

                            LIMITATIONS OF LIABILITY

                  Section 12.1. EXCLUDED DAMAGES.

                  NEITHER PARTY SHALL HAVE ANY LIABILITY FOR INDIRECT,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING, BUT NOT LIMITED TO, LOSS OF
REVENUE OR ANTICIPATED PROFITS, OR LOST BUSINESS.

                                       28

<PAGE>

                  Section 12.2. LICENSOR'S LIMITATION OF LIABILITY

                  EXCEPT AS PROVIDED IN SECTION 7.2(c), UNTIL SUCH TIME AS THE
DELIVERABLES HAVE BEEN PROVIDED, LICENSOR'S TOTAL LIABILITY TO LICENSEE FOR
BREACH OF CONTRACT AND FOR ALL OTHER CLAIMS (INCLUDING TORT CLAIMS) OTHER THAN
WILLFUL BREACH OR INTENTIONAL MISCONDUCT ARISING IN CONNECTION WITH THIS
AGREEMENT, OR THE PRODUCTS OR LICENSED TECHNOLOGY, SHALL NOT EXCEED THE TOTAL
AMOUNT OF PAYMENTS MADE BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT;
THEREAFTER, LICENSOR'S LIABILITY SHALL BE LIMITED TO THE FEES PAID TO LICENSOR
DURING THE 12-MONTH PERIOD PRIOR TO ANY SUCH ALLEGED BREACH.

                                ARTICLE THIRTEEN

                                   SOURCE CODE

                  Section 13.1. Software Escrow Agent.

                  Licensor hereby agrees to deliver to Fort Knox Escrow
Services, Inc. (the "Software Escrow Agent"), promptly after the date hereof,
pursuant to the terms of the escrow agreement entered into among Licensor,
Licensee and the Software Escrow Agent on the date hereof, the Source Code.
Licensor hereby covenants that it shall deposit promptly with the Software
Escrow Agent any modifications, updates, new releases, Improvements or
Enhancements relating to such Source Code.

                  Section 13.2. Release of Source Code from Escrow.

                  In the event, and only in the event that (i) Licensor shall
have been subject to Bankruptcy as provided in Section 7.2(b)(iii), or (ii) an
arbitral award is granted to Licensee in which award the arbitrators have
determined that Licensor has defaulted in a material respect under this
Agreement (other than a breach described in Section 7.2(c) for which the remedy
set forth in Section 7.2(c) is Licensee's sole and exclusive remedy), then
Licensor shall make available to Licensee for use only in Licensor's facility
the Source Code or whatever portion is necessary to resolve the breach by
Licensor and to otherwise enjoy the benefits of the Licensed Technology, unless
(a) Licensor has no facility, or (b) such facility is not at least equivalent in
all material respects, to Licensor's existing facility in Little Falls, New
Jersey, in which event Licensee may use the Source Code or such portion of the
Source Code in a facility of Licensee located in the New York City metropolitan
area or in Licensee's main technical facility in the U.S. or Europe. If the
Source Code is used in Licensee's facility, appropriate safeguards shall be
maintained to prevent disclosure or mishandling of the Source Code.

                                       29

<PAGE>

                                ARTICLE FOURTEEN

                               RESTRICTIVE RIGHTS

                  Section 14.1. Restrictions on Licensee.

                  During the Term, Licensee or any of its Affiliates shall not
use any software that is competitive with the Licensed Technology; provided that
nothing shall preclude Licensee from utilizing any other technology in
conjunction with the Licensed Technology so long as Licensee continues to pay to
Licensor the Fees payable pursuant to Section 5. In the event that Licensee
elects not to request that Licensor modify the Licensed Software for use in
connection with Wagering on FOURS, Licensor shall not be entitled to any fees
with respect to Wagering on FOURS, and Licensee, with respect to FOURS, shall
not be subject to any of the foregoing restrictions.

                  Section 14.2. Restrictions on Licensor.

                  During the Term, Licensor or any of its Affiliates shall not
use any system or software or conduct any business (other than Lotteries) in the
Territory that is competitive with the business of Licensee or competitive with
the proposed business of the Licensee contemplated by this Agreement.

                                 ARTICLE FIFTEEN

                                  MISCELLANEOUS

                  Section 15.1. Amendment.

                  No amendment, modification or discharge of this Agreement, and
no waiver hereunder, shall be valid or binding unless set forth in writing and
signed by the parties hereto.

                  Section 15.2. Assignment; Subcontracting; Affiliate
Transactions.

                  (a) Licensee shall not, except as permitted by Section 3.7
herein, directly or indirectly, by operation of law or otherwise, assign,
delegate, sublicense or subcontract any of its rights or obligations under this
Agreement without the prior written consent of Licensor.

                  (b) Licensor shall not, except as permitted by the prior
written consent of Licensee, which consent may be withheld in Licensee's sole
discretion, assign any or all of its rights and obligations hereunder; provided
that Licensor may subcontract portions of the activities required of Licensor
hereunder as long as (i) Licensor remains responsible therefor, (ii) Licensor
gives Licensee notice of the name of such subcontractor promptly after Licensor
enters into any such subcontract, (iii) such subcontractor signs a
confidentiality agreement to the same effect as Section 3.5 of this Agreement
and signs a patent assignment agreement that is similar in all material
respects, to that previously furnished to Licensee, and (iv) if such subcontract
is of a material portion of Licensor's responsibilities hereunder, Licensor
gives notice thereof to Licensee at least five (5) days prior to entering into
such subcontract. In the event that Licensor obtains Licensee's prior written
consent to subcontract the performance of any of its obligations hereunder,
Licensor shall be responsible for any payment to any subcontractor for the
performance thereof.

                  (c) All transactions between each of Licensor and Licensee,
and their respective Affiliates, shall be conducted in good faith on an
arms-length basis.

                                       30

<PAGE>

                  Section 15.3. Travel and Living Expenses.

                  In addition to the Fees or other payments by Licensee to
Licensor provided herein, Licensee shall pay, or reimburse, Licensor for all
reasonable, and out-of-pocket costs of traveling from Licensor's facility to
Licensee's facility and all reasonable, and out-of-pocket living and
communications expenses while working at Licensee's facility in connection with
the Project.

                  Section 15.4. Attorneys' Fees.

                  In the event any party (i) obtains from a court of competent
jurisdiction injunctive relief of any nature with respect to any matter arising
under this Agreement or (ii) seeks judicial intervention to obtain enforcement
of any arbitral award relating to any matter arising under this Agreement, such
party shall be entitled to recover from the other party its reasonable
out-of-pocket attorneys' fees and costs (as determined by a court of competent
jurisdiction).

                  Section 15.5. Further Assurances.

                  Licensee and Licensor shall each, upon the request of the
other party hereto, from time to time, execute and deliver such further
documents and do such further acts as the other party may reasonably request in
order fully to effect the purpose of this Agreement.

                  Section 15.6. Right and Remedies.

                  Except as provided in Section 7.2(c), each and every right and
remedy granted to each of the parties under this Agreement shall be cumulative
and in addition to any other right or remedy therein specifically granted or now
or hereafter existing in equity, at law, by virtue of statute or otherwise, and
may be exercised by each of the parties from time to time concurrently or
independently and as often and in such order as such party may deem expedient.
Any failure or delay on the part of either party in exercising any such right or
remedy, or abandonment or discontinuance of steps to enforce the same, shall not
operate as a waiver thereof or affect such party's right thereafter to exercise
the same.

                  Section 15.7. Binding Effect.

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

                  Section 15.8. Counterparts.

                  For the convenience of the parties, this Agreement may be
executed in as two or more counterparts. It shall not be necessary that the
signature of or on behalf of each party appears on each counterpart, but it
shall be sufficient that the signature of or on behalf of each party appears on
one or more of the counterparts.

                                       31

<PAGE>

                  Section 15.9. Entire Agreement.

                  This Agreement (including the Exhibits and Schedules hereto)
constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof, and it supersedes all prior oral or written agreements,
commitments or understandings with respect to the matters provided for herein,
except as set forth in the NDAs.

                  Section 15.10. Expenses.

                  Except for costs and expenses specifically assumed by a party
under, or imposed upon a party pursuant to, this Agreement, each party hereto
shall pay its own expenses incident to this Agreement.

                  Section 15.11. Export of Products.

                  Licensee agrees that it will not, directly or indirectly,
export or re-export, or knowingly permit the export or re-export of, the
Products, or any technical information about the Products that is in violation
of any Governmental Regulatory Requirements.

                  Section 15.12. Force Majeure.

                  Each party shall be excused from performance of this Agreement
and shall not be liable for any delay (other than a delay in a payment
obligation) in whole or in part caused by the occurrence of any contingency
beyond the reasonable control of such party. These contingencies include,
without limitation, war, sabotage, insurrection, riot or other act of civil
disobedience, act of public enemy, failure or delay in transportation, act of
government or any agency or subdivision thereof affecting the terms of this
Agreement or otherwise, judicial action, labor dispute, accident, fire,
explosion, flood, severe weather or other act of God.

                  Section 15.13. Governing Law; Forum Selection and
Jurisdiction.

                  This Agreement, the rights and obligations of the parties
hereto, and any claims or disputes relating thereto, shall be governed by and
construed in accordance with the laws of the State of New York without regard to
principles of conflict of laws.

                  Section 15.14. Independent Contractors.


                  The relationship between Licensor and Licensee under this
Agreement is that of independent contractors only. Nothing in this Agreement
shall be construed so as to constitute Licensor and Licensee as partners or
joint venturers, or either party hereto as the employee or agent of the other
party hereto, or in any other manner other than as independent contractors.
Neither party shall have any power or authority to bind the other party in any
transaction with a third party.

                  Section 15.15. Notices.

                  All notices, demands, requests, or other communications which
may be or are required to be given, served, or sent by any party to any other
party pursuant to this Agreement shall be in writing and shall be mailed by
first-class' registered or certified mail, return receipt requested, postage

                                       32

<PAGE>

prepaid, or transmitted by hand delivery (including delivery by courier),
telegram or facsimile, addressed as follows:

                  (i)      If to Licensor:

                           International Sports Wagering Inc.
                           201 Lower Notch Road
                           Little Falls, New Jersey  07424
                           Attention: President
                           Fax:  973-256-8211


                           with a copy to:

                           Richard M. Hoffman, Esq.
                           Friedman Kaplan & Seiler LLP
                           875 Third Avenue
                           New York, New York  10022-6225
                           Fax:  212-355-6401


                  (ii)     If to Licensee:

                           Global Interactive Gaming, Inc.
                           c/o Stephan Haimo
                           Gibson Dunn & Crutcher LLP
                           200 Park Avenue
                           New York, New York  10166
                           Fax:  212/351-4035


                  with copies to:

                           Chris Manno, Esq.
                           Willkie Farr & Gallagher
                           787 Seventh Avenue
                           New York, New York  10019-6099
                           Fax:  212-728-8111


                           and


                           Stephan H. Haimo, Esq.
                           Gibson, Dunn & Crutcher LLP
                           200 Park Avenue
                           New York, New York  10166-0193
                           Fax:  212-351-4035

                  Section 15.16. Severability.

                  (a) If any part of any provision of this Agreement or any
other agreement, document or writing given pursuant to or in connection with
this Agreement shall be invalid or unenforceable under applicable law, said part
shall be ineffective to the extent of such invalidity or unenforceability only,

                                       33

<PAGE>

without in any way affecting the remaining parts of said provision or the
remaining provisions of this Agreement.

                  (b) This License Agreement shall be construed without regard
to any presumption or other rule requiring construction hereof against the party
drafting this Agreement or causing it to be drafted.

                  Section 15.17. Survival.

                  (a) The provisions of Sections 3.5, 6.2, 7.3, 12.1, 12.2,
15.4, 15.17, 15.19 and 18 of this Agreement shall survive the termination of
this Agreement, regardless of the reason for such termination.


                  (b) Upon termination of this Agreement due to breach by
Licensee under Sections 6.2(b) or 7.2(b) herein, any unexercised portion of the
Warrant shall be void and of no further force or effect without any further
action by any of the parties hereto or thereto.

                  Section 15.18. Waiver.

                  Neither the waiver by any of the parties hereto of a breach of
or a default under any of the provisions of this Agreement, nor the failure of
any of the parties, on one or more occasions, to enforce any of the provisions
of this Agreement or to exercise any right or privilege hereunder shall
thereafter be construed as a waiver of any subsequent breach or default of a
similar nature, or as a waiver of any of such provisions, rights or privileges
hereunder.

                  Section 15.19. Arbitration.

                  Any dispute or controversy under this Agreement shall be
finally resolved in binding arbitration to be held in New York, New York,
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association (the "AAA"). The arbitration panel shall consist of three
arbitrators appointed in accordance with such Rules, all of whom shall have
experience with computer software and licensing matters as finally determined by
the AAA. All testimony shall be transcribed and any award shall be accompanied
by written findings of fact and a written statement of reasons for the decision
and such findings and written materials shall be deemed to be Proprietary and
Confidential Information. All costs of the arbitration including but not limited
to reasonable attorney's fees and costs of investigating and pursuing the
arbitration, expert witnesses and other similar expenses (a) may be awarded to
the prevailing party in arbitration as the arbitrators see fit if such party's
expenses are less that $1 million and (b) shall be awarded by the arbitrators to
such prevailing party in proportion to the success of such party's claims if
such party's expenses are $1 million or more. Judgment upon any award made in
such arbitration may be entered and enforced in and by any court of competent
jurisdiction. Notwithstanding the foregoing, each party shall preserve the right
to seek injunctive or other interim relief in aid of arbitration before a court
of competent jurisdiction. Both parties consent to any suit, action or
proceeding being brought for such purpose to be brought exclusively in the
federal or state courts sitting in New York, New York. Both parties irrevocably
waive any objection that they now have or hereafter may have to the laying of
venue of any suit, action or proceeding brought in any such court and further
irrevocably waive any claim that any such suit, action or proceeding brought in
any such court has been brought in an inconvenient forum. Each party hereby

                                       34

<PAGE>

designates the following as their agents for service of all process pursuant to
this Agreement:

                  Licensor:                       United Corporate Services Inc.
                                                  15 East North Street
                                                  Dover, DE  19901

                  Licensee:                       Corporation Service Company
                                                  1013 Centre Road
                                                  Wilmington, DE  19805

                  Section 15.20. Benefit of this Agreement.

                  It is the explicit intention of the parties hereto that no
person or entity other than the parties hereto is or shall be entitled to bring
any action to enforce any provision of this Agreement against either of the
parties hereto, and that the covenants, undertakings, and agreements set forth
in this Agreement shall be solely for the benefit of, and shall be enforceable
only by, the parties hereto or their respective successors and assigns as
permitted hereunder.

                                 ARTICLE SIXTEEN

                                    PUBLICITY

                  Except as required by law, neither party shall issue any press
release or similar document concerning this Agreement without the other party's
prior written consent thereof which consent shall not be unreasonably withheld
or delayed.

                                ARTICLE SEVENTEEN

                                     MARKING

                  Licensee shall place in a conspicuous location on all Products
and Licensed Technology covered by any claim of a Patent, Trademark or
Copyright, the appropriate notice in accordance with relevant U.S. or foreign
intellectual property law. Licensee shall also mark each Product and Licensed
Software with the number of each relevant Patent and, to respond to any request
for disclosure under 35 U.S.C. 287(b)(4)(B) by only notifying Licensor of the
request for disclosure. Licensee shall place marking prominently on the Licensed
Product and in a location which Licensee would find satisfactory for posting a
legal notice that it wants its customer to see. Licensee shall also provide any
comparable marking that may be required by the laws of any relevant foreign
country.

                                       35

<PAGE>

                                ARTICLE EIGHTEEN

                             INTEGRATION OF LICENSES

                  This License Agreement is entered into concurrently with
another license agreement of even date herewith (the "GIG, AG License"; together
with this License Agreement, the "Licenses") by and between Licensor and Global
Interactive Gaming AG ("GIG, AG"; together with Licensee, the "Licensees"). The
terms of the GIG, AG License shall apply to the terms hereof mutatis mutandis,
and the Licenses shall be construed as one and the same instrument for all
purposes including, but not limited to, the following:

                  (a) Any payment by Licensee to Licensor of the initial payment
pursuant to Section 5.5 hereof, the Minimum, the Percentage Fees or the Bonus,
as the case may be, pursuant to the terms hereof shall constitute payment of the
initial payment pursuant to Section 5.5 of the GIG, AG License, the Minimum, the
Percentage Fees or the Bonus, as the case may be, under the terms of the GIG, AG
License;

                  (b) Any Carry Forward Amount calculated pursuant to the terms
hereof shall constitute the Carry Forward Amount under the terms of the GIG, AG
License;

                  (c) All amounts deposited into the Escrow Account as required
pursuant to the terms hereof shall constitute deposits into the Escrow Account
as required under the terms of the GIG, AG License;

                  (d) Any accrual of interest on payable and unpaid amounts due
hereunder shall not be cumulative with the accrual of interest on payable and
unpaid amounts due under the Prisma License;

                  (e) Any default or breach by any of the parties hereto
pursuant to the terms hereof shall constitute a default and breach by such party
under the terms of the GIG, AG License;

                  (f) The Licensees shall be mandatorily joined in any
arbitration or litigation by or against Licensee commenced pursuant to the terms
hereof and for all purposes shall be treated as one party therein, and any award
or judgment rendered in any such proceeding shall be deemed enforceable by or
against, as the case may be, the Licensees as one party;

                  (g) The Licensees shall be jointly and severally liable under
the Licenses;

                  (h) Termination of this License Agreement shall constitute
termination of the GIG, AG License; and

                  (i) Performance by Licensor or Licensee of their respective
obligations under this License Agreement shall constitute performance by such
party under the GIG, AG License.

                       [Signature page follows this page]

                                       36

<PAGE>



                  IN WITNESS WHEREOF, the undersigned have executed this
Agreement, or have duly caused this Agreement to be duly executed on their
behalf, as of the date first written above.



                                             INTERNATIONAL SPORTS WAGERING INC.



                                             By:______________________________
                                                Name:  Barry Mindes
                                                Title: Chairman of the Board


                                                GLOBAL INTERACTIVE GAMING, INC.


                                             By:______________________________
                                                Name:  Peter Sprogis
                                                Title: President