This Agreement is made as of October, 1999.

BETWEEN:

          Satellite  Television  Asian Region Limited,  a company  organised and
          existing under the laws of Hong Kong,  having its registered office at
          8/F, One Harbourfront, 18 Tak Fung Street, Hunghom, Kowloon, Hong Kong
          ("Star TV");

AND

          eduverse.com,  a company  incorporated  under the laws of the State of
          Nevada,  having its registered office at 1135 Terminal Way, Suite 209,
          Reno, Nevada, U.S.A. 89502-2168 ("eduverse.com").

This  Agreement  comprises the Principal  Terms,  Standard  Terms and Schedule 1
appended hereto.

I.   Principal Terms

Acceptance Date:    As set out in clause 3.2 of the Standard Terms.

Delivery Schedule:  As set out in Schedule 1.

Delivery            Format:  Each Game will include the necessary HTML files and
                    SWF files required to place/position the games within a Star
                    TV web page(s),  together with the accompanying user manual,
                    if any.

Games:              At least ten (10) interactive  electronic  educational games
                    to be desStar TVed and produced by  eduverse.com  for use by
                    Star  TV,  more  particularly   described  in  the  attached
                    Schedule 1.

Revenue Sharing:    Star TV shall pay  eduverse.com a portion of the Net Revenue
                    in the manner as set out in clause 5 of the Standard Terms.

Net                 Revenue:   Net  Revenue  shall  mean  the  revenue  actually
                    received  by Star TV from  the sale of  advertising  banners
                    appearing  in the web  page(s)  where the Games are  posted,
                    less  non-recovered  costs for  producing,  maintaining  and
                    hosting such advertising banners (including, but not limited
                    to any required payments to third parties in connection with
                    generating  such  revenue,   advertising   management  fees,
                    general  sales costs,  any costs for the  production  of the
                    banner, agency fees, taxes and levies etc).

Technical
 Specification:     As set out in Schedule 1.

Term:               Subject to clause 9 of the Standard  Terms,  this  Agreement
                    shall expire on the first anniversary of the Acceptance Date
                    of the tenth Game  delivered  to Star TV as per the attached
                    Schedule 1.



                                       1
<PAGE>

II.  Standard Terms

1.   Grant of Rights

1.1  In  consideration  of Star TV allowing  eduverse.com to create links to its
     web site pursuant to clause 4 and Star TV paying to  eduverse.com a portion
     of the Net Revenue (if any)  calculated  in the manner as set out in clause
     5, eduverse.com  hereby grants to Star TV the exclusive right to broadcast,
     distribute,  re-distribute,  display, exhibit, exploit, transmit,  publish,
     project,   and  simulcast  the  Games  on  the  World  Wide  Web,   through
     www.startv.com  or other  Star TV Group  properties.  The  exclusive  right
     granted herein shall last for the Term of this  Agreement.  Notwithstanding
     the foregoing, eduverse.com may use the Games on www.freeENGLISH.com.

1.2  eduverse.com agrees not to create,  design or produce any other interactive
     electronic  educational games for any third parties prior to termination of
     this Agreement.

2.   Delivery of Contents

2.1  eduverse.com shall deliver the Games in Delivery Format to Star TV.

2.2  The Games shall be delivered in accordance with the Delivery Schedule. Time
     is of essence.

3.   Testing and Acceptance

3.1  Star TV shall, upon receipt of the Games in Delivery Format,  conduct tests
     to verify whether the Games comply with the Technical Specifications as set
     out in Schedule 1. Such tests may  include  posting  Games on a Star TV web
     page(s) for its viewers to conduct free trials of the Games.

3.2  Promptly after receipt of each Game,  Star TV shall notify  eduverse.com in
     writing  that it accepts the Game or, if Star TV decides  that such Game is
     not in compliance with the Technical  Specifications or otherwise defective
     in any  respect,  Star TV shall  so  notify  eduverse.com  in  writing  and
     identify  the  reasons  for such  decision.  eduverse.com  shall  forthwith
     implement  free  of  charge,  such  reasonable  alterations  or  reasonable
     modifications to such Game to Star TV's  satisfaction  and acceptance.  The
     date when Star TV informs  eduverse.com  in writing of its  acceptance of a
     Game(s) shall be the "Acceptance Date" of such Game.

3.3  If  eduverse.com  is  unable  to alter  and/or  modify a Game to Star  TV's
     satisfaction within one (1) month from the date of a notification  pursuant
     to clause 3.2 above with respect to such Game,  Star TV may terminate  this
     Agreement forthwith upon written notice to eduverse.com.

4.   Linking and On-Air Promotions

4.1  During the term of this Agreement, Star TV may use the then current URL for
     the games  section  on  www.freeENGLISH.com  and the  words  "eduverse.com"
     and/or  "freeENGLISH.com"  in the creation of a link from web page(s) where
     the Games are posted to the games section on www.freeENGLISH.com.

4.2  During the term of this  Agreement,  eduverse.com  may use the then current
     URL for the games section on  www.startv.com  and the words "Star TV Games"
     and/or "Star  Games"  and/or  "StarTV.com  Games" in the creation of a link
     from www.eduverse.com and/or www.freeENGLISH.com to the Star TV web page(s)
     where the Games are posted.

4.3  Any links created  pursuant to clauses 4.1 and 4.2 above will only take the
     user to the games section of the  respective web sites and shall not create
     any  framing or other  interference  with the user's  connection  to or the
     presentation or functionality of the respective web sites.

4.4  Except as set forth in clause 1.1 above,  this Agreement does not grant any
     rights to either party in respect of the intellectual property of the other
     party.



                                       2
<PAGE>


4.5  Either party may withdraw its  permission  granted  pursuant to clauses 4.1
     and 4.2 above immediately:

     a.   upon termination of this Agreement for whatever reason; or

     b.   by giving  written  notice to the  other  party if, in the  reasonable
          opinion of the party seeking  withdrawal,  the material  posted in the
          other party's web site is:

          (i)  harassing,  libellous,  abusive,  threatening,  harmful,  vulgar,
               obscene, indecent, or otherwise objectionable in any nature; or

          (ii) likely to contravene any government licence, laws, regulations or
               code of practice  applying from time to time.

4.6  Star TV may, in its sole  discretion,  promote the Games and/or  StarTV.com
     and/or  eduverse.com  and/or  freeENGLISH.com  in any  advertisements to be
     broadcast or otherwise transmitted by the Star TV channels. Notwithstanding
     the  foregoing,  Star TV will  cease to refer to  eduverse.com  in any such
     advertisements  if it is advised by eduverse.com  that such reference could
     adversely  affect  eduverse.com's  ability  to  rely  on any  exemption  or
     exclusion from  registration of its securities under the securities laws of
     any jurisdiction.

5.   Revenue Sharing of Advertising Banners

5.1  For the period starting on the Acceptance Date of the sixth Game, "Spelling
     Bee", until  termination of this Agreement,  the parties agree to share the
     Net Revenue in the following manner:

     a.   for the sale of banner  advertising  to customers  resulting  directly
          from an eduverse.com referral, Star TV shall pay to eduverse.com 57.5%
          of the Net Revenue received from such sales.
     b.   for all  other  sales of  banner  advertising,  Star TV  shall  pay to
          eduverse.com  42.5% of the Net Revenue  received from such sales.

5.2  For the avoidance of doubt,  this revenue  sharing only applies to sales of
     advertising  banners  appearing on web page(s)  where the Games are posted.
     This  clause 5 shall not apply to revenue  generated  by other web pages of
     Star TV or Star TV web  sites,  or to other  forms of  exploitation  of the
     Games.  This clause 5 shall not apply to any revenue generated prior to the
     Acceptance Date of the sixth Game, "Spelling Bee".

5.3  Within 30 days after  receiving a payment from a customer who places banner
     advertising,  Star TV shall  remit  to  eduverse.com  its  share of the Net
     Revenue with respect to such payment.

5.4  Star TV has the absolute  discretion  in  accepting or declining  any offer
     made for the purchase / sale of advertising banner(s). Star TV does not owe
     any  responsibility  or duty to  eduverse.com  to accept  referrals made by
     eduverse.com.

5.5  Nothing in this  Agreement  shall indicate or mean that either party is the
     partner or agent of the other. Neither party has the power nor the right to
     bind the other.

6.   eduverse.com's Representations and Warranties

6.1  eduverse.com warrants and represents that:

     a.   it has the full power and  authority  to enter into and  perform  this
          Agreement;
     b.   it is the  beneficial  owner of all rights  necessary  to provide  the
          Games in accordance  with this Agreement or is assigned such rights on
          such terms that  allow it to fulfil its  obligations  to Star TV under
          this  Agreement,  and, when the Games are delivered in accordance with
          this Agreement,  it will be the beneficial  owner of all rights in the
          Games or will have been  assigned such rights on such terms that allow
          it to fulfil its obligations to Star TV under this Agreement;
     c.   eduverse.com   has  obtained  all  requisite   copyright   clearances,
          licences,  permits  and  consents  with  respect to any  music,  audio
          soundtrack works or other works,



                                       3
<PAGE>


          effects,  logos,  copyrighted  materials belonging to third parties to
          enable  Star  TV to  broadcast,  distribute,  re-distribute,  display,
          exhibit,  exploit,  publish,  transmit,  project  and  simulcast  (the
          "Activities")  the Games or any  portion  thereof,  on any Star TV web
          site or otherwise making the Games or any portion thereof available to
          the public through the Internet or other digital media service;
     d.   if it is  later  discovered  that  Star  TV  will  require  additional
          licences  (including  but  not  limited  to  copyright  and  trademark
          licences) from  eduverse.com or other third parties in order to engage
          in the Activities,  eduverse.com will use its commercially  reasonable
          best  efforts to execute (and  procure  third  parties to execute) all
          documents and do all acts  necessary to effectuate  such licence or to
          perfect the rights granted herein;
     e.   Star  TV's   engagement  in  the  Activities  will  not  infringe  any
          intellectual property or privacy rights of third parties;
     f.   the Games  produced and  delivered to Star TV will be suitable for the
          purpose  intended and free from any viruses or any defects  preventing
          compliance with the Technical Specifications as set out on Schedule 1;
     g.   eduverse.com  will not  create,  produce  or deliver  any  interactive
          electronic  educational  games for any third  party other than Star TV
          where  the  theme,  format,  genre  or other  characteristics  of such
          interactive  games are  reasonably  likely to  mislead  the  public to
          believe  that  such   interactive   games  are  sequels  or  otherwise
          associated with the Games.

6.2  All  representations  and warranties  made pursuant to this Agreement shall
     survive  for a period of two  years  from the date of  termination  of this
     Agreement.

7.   Star TV's Representations and Warranties

7.1  Star TV warrants and represents that it has the full power and authority to
     enter into and perform this Agreement.

7.2  All  representations  and warranties  made pursuant to this Agreement shall
     survive  for a period of two  years  from the date of  termination  of this
     Agreement.

8.   Indemnity

8.1  eduverse.com   shall  indemnify  and  keep  indemnified  Star  TV  and  its
     employees,  officers,  directors and affiliates against all losses,  actual
     damages,  costs  and  payments  (other  than  a pure  loss  of  profits  or
     consequential  damages),  including  reasonable  legal fees  incurred  as a
     result of eduverse.com's  breach,  non-observance or non-performance of any
     term of this Agreement.

8.2  Star  TV  shall  indemnify  and  keep  indemnified   eduverse.com  and  its
     employees,  officers,  directors and affiliates against all losses,  actual
     damages,  costs  and  payments  (other  than  a pure  loss  of  profits  or
     consequential  damages),  including  reasonable  legal fees  incurred  as a
     result of Star TV's breach,  non-observance or  non-performance of any term
     of this Agreement.

8.3  If a third party  claims or  threatens  to claim that the Games and/or Star
     TV's use of the Games  infringes  any third party's  intellectual  property
     rights,  eduverse.com  shall,  at  Star  TV's  request,  assist  in  or  be
     responsible  for  any  related  legal   proceedings  and  negotiations  for
     settlement,  provided that in no event shall  eduverse.com  be empowered to
     act as the agent of Star TV or to settle in a manner detrimental to Star TV
     any such claim or threatened claim to which Star TV is or could be a party.
     eduverse.com  shall also indemnify Star TV for costs and damages  including
     reasonable  legal  fees in  connection  with any such  claim or  threatened
     claim.

8.4  The  indemnities  contained in this Agreement shall survive the termination
     of this Agreement.



                                       4
<PAGE>

8.5  Notwithstanding  anything  else  contained in this clause 8, neither  party
     shall be required to make any  indemnification  payment with respect to any
     third party claim that is paid,  settled or otherwise  resolved without the
     other  party  having  consented  in advance  to the terms of such  payment,
     settlement or resolution.

9.   Termination

9.1  Either party may terminate this Agreement:

     a.   where the other party is in breach of any term of this  Agreement  and
          (if the  breach is  capable of  remedy)  fails to remedy  such  breach
          within fourteen (14) days of receiving written notice thereof; or
     b.   upon the other  party is being  wound up,  commencing  the  process of
          liquidation or having a petition of winding-up  presented  against it;
          or
     c.   after giving the other party  thirty (30) days'  written  notice.  9.2
          Star TV may terminate  this  Agreement in  accordance  with clause 3.3
          above.

10.  Intellectual Property Rights

10.1 eduverse.com  shall own all rights,  title and  interest  worldwide  in the
     Games, including their title, theme, format, genre, characteristics, source
     code and object code.

10.2 eduverse.com  further acknowledges that, unless otherwise agreed in writing
     by the parties after the date of this Agreement,  no future compensation or
     payment  (apart from the share of Net Revenue as set out in clause 5 above)
     shall be due to  eduverse.com  or its  employees or agents or third parties
     related to  eduverse.com,  in respect of Star TV's use and  exploitation of
     the Games in accordance with this  Agreement,  regardless of the manner and
     extent  (consistent  with the  terms of this  Agreement)  to which  Star TV
     elects to exploit the Games.

11.  Miscellaneous

11.1 This  Agreement  represents  the entire  agreement  between the parties and
     supersedes  any prior  agreement  whether oral or written.  No amendment or
     variation to this  Agreement,  and no waiver of any term of this  Agreement
     shall take effect unless it is in writing and signed by both parties.

11.2 Each  provision of this Agreement  shall be severable.  If any provision is
     held invalid,  such  invalidity  shall not impair the effect of the rest of
     this Agreement.

11.3 No failure or delay on the part of either of the  parties to  exercise  any
     right  or  remedy  under  this  Agreement  shall be  construed  as a waiver
     thereof.

11.4 Neither  party shall  assign this  Agreement,  in whole or in part,  to any
     third party without the prior written consent of the other party.

11.5 Both parties shall keep the terms of this Agreement  confidential and shall
     not issue any press releases or make any public  announcements  in relation
     thereto without the prior written consent of the other. Notwithstanding the
     foregoing,  Star TV  acknowledges  that  if this  Agreement  is  deemed  to
     constitute a "material  contract"  of  eduverse.com  within the  applicable
     definition,  this  Agreement  will be required to be filed as an exhibit to
     eduverse.com's  publicly  available periodic filings with the United States
     Securities and Exchange Commission.



                                       5
<PAGE>

11.6 Any notice, request,  instruction or other documents to be given under this
     Agreement shall be in writing to the parties at their respective  addresses
     set forth  below,  or to such  other  address  as a party may  subsequently
     specify  and shall be deemed to have been  received  (i) upon  delivery  in
     person,  (ii) upon the passage of ninety-six  (96) hours  following post by
     first  class  mail,  (iii)  upon the  passage  of  twenty-four  (24)  hours
     following  post  by  overnight  receipted  courier  service  or  (iv)  upon
     transmittal by confirmed telex, facsimile or email provided that if sent by
     facsimile  or email a copy of such  notice  shall be  concurrently  sent by
     mail,  postage  prepaid,  with an indication  that the original was sent by
     facsimile or email and the date of its transmittal.

           Notices to Star TV:
           Mr. CC Fong
           8th Floor, One Habourfront
           18 Tak Fung Street
           Hunghom, Kowloon
           Hong Kong Special Administrative Region

           Fax No.: (852) 2621 8867
           Email: ccfong@startv.com

           Copy to General Counsel
           Fax. No.: (852) 2621 8636
           Email:  ellawong@startv.com


           Notices to eduverse.com

           Mr. Mark E. Bruk
           1135 Terminal Way, Suite 209
           Reno, Nevada
           U.S.A. 89502-2168

           Fax No.: (775) 332 3326
           Email: mark@eduverse.com

           Copy to General Counsel
           c/o Vaughn Barbon, eduverse dot com, Inc.
           Fax No.: (604) 623 4828
           Email: corporate@eduverse.com

11.7 This  Agreement  shall be governed by and construed in accordance  with the
     laws of Hong  Kong  Special  Administrative  Region  without  regard to the
     choice of law and  conflicts  of laws  provisions  thereof,  and each party
     hereby agrees to submit to the exclusive jurisdiction of the courts of Hong
     Kong Special  Administrative Region in connection with any disputes arising
     hereunder.



                                       6
<PAGE>

11.8 This Agreement may be signed in one or more counterparts, each of which may
     be termed an  original,  but all of which  together  shall  constitute  one
     Agreement.  Delivery of an executed counterpart of a signature page of this
     Agreement by facsimile will be effective as delivery of a manually executed
     counterpart of this Agreement.

IN WITNESS  WHEREOF the parties  hereto have  hereunto set their hands as of the
date first above written.

FOR AND ON BEHALF OF                      FOR AND ON BEHALF OF
Satellite Television Asian                eduverse.com
  Region Limited

Per:                                      Per:
    --------------------------------            --------------------------------

Name:                                     Name:
      ------------------------------            --------------------------------

Title:                                    Title:
      ------------------------------            --------------------------------



                                       7
<PAGE>

<TABLE>
                                               SCHEDULE 1

Name of Game                          Technical Specification                            Delivery Schedule
--------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                <C>
BUNNY DROP                            The objective of Bunny Drop is to guess the        November 1, 1999
                                      correct word before the bunny drops through the
                                      hatch. You have six guesses to save the bunny.
                                      Each level of play features a variety of
                                      categories, such as names of people, sports,
                                      music, and general knowledge. Bunny Drop will
                                      test your knowledge in these categories and
                                      improve your vocabulary and spelling while you
                                      are having fun! *
--------------------------------------------------------------------------------------------------------------------
SWAP GAME                             Form a sentence by unscrambling the words. You     November 1, 1999
                                      do this by swapping words and putting them in
                                      correct order.
                                      Each level of play features a variety of
                                      categories, such as names of people, sports,
                                      music and general knowledge. The Swap Game will
                                      test your knowledge of these categories and
                                      improve your grammar and vocabulary while you
                                      are having fun! *
--------------------------------------------------------------------------------------------------------------------
JUNGLE GUY                            Help The Jungle Guy escape from the vicious lion!  November 1, 1999
                                      Select the correct word that completes the
                                      sentences and save Jungle Guy from the lion.
                                      Every time a question is answered incorrectly
                                      Jungle Guy becomes increasingly tired. *
--------------------------------------------------------------------------------------------------------------------
SCRAMBLED SENTENCES                   Put each sentence in the correct order by          November 1, 1999
                                      clicking on the words one by one. Improve your
                                      grammar while you are having fun! *
--------------------------------------------------------------------------------------------------------------------
SOUND OFF                             Match all of the English words to win! When two    November 1, 1999
                                      English words are matched, the sound is
                                      pronounced through the game.
                                      Using  Sound  Off is a fun way to learn to
                                      spell and pronounce  commonly used English
                                      words. *
--------------------------------------------------------------------------------------------------------------------
SPELLING BEE                          After you hear each word, spell it correctly to    November 15, 1999
                                      make the teacher happy and go on to the next
                                      word. *
--------------------------------------------------------------------------------------------------------------------
T.B.A. by Nov 15, 1999                                                                   January 15, 2000
                                      *
--------------------------------------------------------------------------------------------------------------------
T.B.A. by Dec 15, 1999                                                                   February 15, 2000
                                      *
--------------------------------------------------------------------------------------------------------------------
T.B.A. by Jan 15, 2000                                                                   March 15, 2000
                                      *
--------------------------------------------------------------------------------------------------------------------
T.B.A. by Feb 15, 2000                                                                   April 15, 2000
                                      *
--------------------------------------------------------------------------------------------------------------------
</TABLE>

*    All Games are single player games and are developed  using a combination of
     Macromedia  Flash,  HTML and  Javascript,  with the  exception of Scrambled
     Sentences which is developed  using HTML and Javascript.  Each of the Games
     may be inserted  into and played  from within a single web page,  which web
     page may or may not contain other text and graphics.



                                       8