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                                                                    EXHIBIT 10.5



THIS SOFTWARE SUPPLY AND SUPPORT AGREEMENT (this "Agreement") IS ENTERED INTO AS
OF THIS 13th DAY OF MARCH, 1998, BY AND BETWEEN:

                     INTERTAINET OVERSEAS LICENSING LIMITED

                              a Cyprus corporation,
                     with its principal place of business at
                               51 Prodromos Street
                                   Office 101
                                    Strovolos
                                 Nicosia, Cyprus

                    (referred to in this Agreement as "IOL"),

                                     - and -

                          WORLDWIDE MEDIA HOLDINGS N.V.

                       a Netherlands Antilles corporation,
                     with its principal place of business at
                                  P.O. Box 504
                                 Scharlooweg 81
                          Curacao, Netherlands Antilles

          (referred to in this Agreement as "Marketing Representative")

        WHEREAS, Marketing Representative is a party to that certain agreement
entitled "Appointment of Marketing Representative" dated as of March 13, 1998,
by and among Marketing Representative, IOL, Cyberluck Curacao N.V., a
Netherlands Antilles company ("Cyberluck"), and Bardenac Holdings N.V., a
Netherlands Antilles company ("Bardenac") which agreement was amended by that
certain agreement entitled "Amended and Restated Appointment of Marketing
Representative" dated as of March 13, 1998, (collectively the "Appointment
Agreement");

        WHEREAS, Cyberluck is the holder of that certain gaming license, License
No. 1668/JAZ (the "Gaming License"), issued by the government of the Netherlands
Antilles, which Gaming License permits, among other things, the appointment of
Information Providers permitted to establish a virtual casino on the Internet
(the "Casino"), with the gaming computer server located in Curacao;




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        WHEREAS, Bardenac is Information Provider to Cyberluck for the Casino
pursuant to that certain written agreement by and among Bardenac, Cyberluck, and
IOL, and is the owner of the Casino;

        WHEREAS, IOL is in the business of providing certain software and
software and hardware management services for the operation of software and
hardware in connection with the taking and processing of bets for casino games
offered by virtual casinos on the Internet;

        WHEREAS, Marketing Representative wishes to use certain software of IOL
and to obtain certain software and hardware management services from IOL in
connection with its rendering of certain Marketing Services to the Casino as
defined in the Appointment Agreement;

        WHEREAS, IOL wishes to permit Marketing Representative to use certain
software and to render certain software management services to Marketing
Representative; and

        WHEREAS, Marketing Representative and IOL desire to enter into this
Agreement upon the terms and conditions set forth below.

        NOW, THEREFORE, in consideration of the premises and mutual promises and
covenants set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, IOL and Marketing
Representative hereby agree as follows:

1.      DEFINITION OF TERMS

        As used in this Agreement, the following capitalized terms, not
otherwise defined herein, have the meanings indicated:

        ADVERTISING TARGET - the term "Advertising Target" shall mean the
        minimum expenditure by Marketing Representative on advertising in each
        one-month period during the currency of this Agreement and any renewals,
        and shall be the sum set out in Schedule "A" to this Agreement;

        COMMENCEMENT DATE - the term "Commencement Date" shall mean March 13,
        1998 so long as all of the following have occurred;

        (a)     IOL has been satisfied that Marketing Representative has been
                appointed as a marketing representative under the Appointment
                Agreement, that the Gaming License permits the appointment of
                marketing representatives, that the Gaming License has been
                granted by a governmental authority acceptable to IOL, that the
                Appointment Agreement permits Marketing Representative to
                provide marketing services to the Casino, that all regulatory
                requirements have been complied with (including the approval of
                Marketing Representative as a Marketing Representative of the
                holder of the Gaming License, if required), and that the Gaming
                License is in good standing;




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        (b)     Customization has been substantially completed pursuant to
                Schedule "B" to the Agreement;

        (c)     Ninety percent (90%) of the fee for initial Customization has
                been paid pursuant to Schedule "B" of the Agreement.

        CUSTOMIZATION - the term "Customization" shall mean the provision by IOL
        to Marketing Representative of its standard commercial application,
        version 2.1 or greater, in which the graphics, sounds and texts have
        been customized to the specifications of Marketing Representative based
        on replacements (in form, content and quantity reasonably acceptable to
        IOL) provided by Marketing Representative to IOL at the time of payment
        of the fee for initial Customization ("Custom Client Software
        Application").

        INTELLECTUAL PROPERTY RIGHTS - the term "Intellectual Property Rights"
        shall mean all copyrights (including, without limitation, the exclusive
        right to reproduce, distribute copies of, display and perform the
        copyrighted work and to prepare derivative works), copyright
        registrations and applications, trademark rights (including, without
        limitation, registrations and applications), patent rights, trade names,
        maskwork rights, trade secrets, moral rights, author's rights,
        algorithms, rights in packaging, goodwill and other intellectual
        property rights, as may exist now and/or hereafter come into existence,
        and all renewals and extensions thereof, regardless of whether any of
        such rights arise under the laws of the United States or any other
        state, country or jurisdiction, and all derivatives of any of the
        foregoing.

        IOL SERVICES - the term "IOL Services" shall mean:

        (a)     the system of services implemented by IOL and its affiliates and
                third party providers and used by or on behalf of Marketing
                Representative in the provision of the Marketing Services to the
                Casino, including a limited license for the Custom Client
                Software Application and an electronic cash settlement system
                (collectively, the "IOL System");

        (b)     the provision and operation in the jurisdiction from which the
                Gaming License has been issued of a gaming server to operate the
                IOL System;

        (c)     monitoring of the IOL System;

        (d)     the provision of technical support for the IOL System including
                both general computer software and hardware support;

        (e)     a system of accounting and reporting to Marketing
                Representative;

        (f)     management of the IOL System;

        (g)     Customization;



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        (h)     the provision of all "bug" fixes, modifications, enhancements
                and upgrades issued to the standard commercial version of the
                Custom Client Software Application;

        (i)     the provision, if offered by IOL to its customers generally, of
                a Web-site design service and maintenance system; and

        (j)     the provision of support, in English, to the end-users of
                Marketing Representative in their use of the IOL System. 

        IOL USER DATA - The term "IOL User Data" shall mean that portion of the
        User Data that is part of the electronic cash settlement system.

        MARKETING REPRESENTATIVE USER DATA - The term "Marketing Representative
        User Data" shall mean the User Data exclusive of the IOL User Data.

        NET WIN - The term "Net Win" shall mean the difference between aggregate
        end-user losses and aggregate end-user winnings

        SALES TARGET - The term "Sales Target" shall mean the minimum sales
        revenue to be generated by Marketing Representative during the currency
        of this Agreement and any renewals, and shall be the amount set out in
        Schedule "A" to this Agreement.

        UNITED STATES END-USER - The term "United States end-user" shall mean
        any end-user who indicates on the registration screen of the IOL System
        to IOL or Marketing Representative that he has a mailing or billing
        address located in the United States or in any district, commonwealth,
        territory, or possession of the United States (collectively the "United
        States").

        USER DATA - The term "User Data" shall mean gaming computer server
        records accumulated in the IOL System, including, without limitation,
        all information about the end-users and all end-user transactions,
        whether gaming or otherwise.

        All amounts are in U.S. dollars.

2.      IOL SERVICES

        During the term of this Agreement and any extensions, IOL shall provide
the IOL Services to Marketing Representative in accordance with the terms set
forth in this Agreement.

        (a)     RIGHT TO SUB-CONTRACT. - Marketing Representative acknowledges
                and agrees that IOL shall have the right at all times to
                subcontract to one or more third party providers, whether or not
                affiliates of IOL, all or part of the IOL Services, subject to
                the same material terms and conditions relating to unauthorized
                access and the confidentiality of the User Data and information
                relating to Marketing Representative as provided herein;
                provided, however, that IOL shall have first 




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                obtained the written agreement of any affiliated third party
                provider that Marketing Representative shall be an intended
                third-party beneficiary of any such subcontract with rights,
                subject to the limitations of this Agreement, to enforce such
                subcontract against the third party provider; and provided,
                further, that no such subcontract shall release, or shall be
                construed to release, IOL from any of its obligations under this
                Agreement.

        (b)     EFFECT OF MAJOR CHANGE - It is acknowledged and understood that
                the IOL System's ability to perform or provide certain financial
                functions may be limited by the constraints imposed by IOL's
                agreements with banking or financial entities. IOL represents
                and warrants that such constraints do not currently materially
                interfere with Marketing Representative's use of the IOL System
                or with IOL's performance of its obligations under this
                Agreement. In the event that any such constraints in the future
                materially interfere with Marketing Representative's use of the
                IOL System or with IOL's performance hereunder, Marketing
                Representative may, in its reasonable discretion, treat any such
                constraint as a Major Change as defined in Section 2(h) below.
                If Marketing Representative does not terminate this Agreement
                under Section 2(h) on account of such constraints, this
                Agreement shall be deemed amended to the extent required in
                order that IOL may comply with the constraints imposed by such
                third party contracts. 

        (c)     ACCESS TO IOL SYSTEM - As of the Commencement Date and subject
                to the availability of the computer gaming server and to IOL's
                band width capacity on the Internet, IOL shall provide Marketing
                Representative's end-users with real-time access to the IOL
                System for the purpose of utilizing the IOL Services and
                Marketing Representative with real-time access to the logs
                generated by the IOL System; 

                (i)     NO DOWN-TIME LIABILITY - IOL shall not be liable to
                        Marketing Representative or its end-users for any
                        down-time in the IOL System, whether scheduled or
                        unscheduled; provided, however, that IOL shall give
                        Marketing Representative five (5) days prior notice of
                        any scheduled down-time within IOL's control or of which
                        IOL is aware.

                (ii)    STORAGE AND COMPUTER FACILITIES - IOL agrees to provide
                        an amount of data storage and data processing capacity,
                        adequate to accommodate the data processing and storage
                        needs of Marketing Representative.

                (iii)   RESPONSE TIME - IOL shall not be liable to Marketing
                        Representative or its end-users for any delay in
                        response time within the IOL System. 


        (d)     ACCESS TO MARKETING REPRESENTATIVE USER DATA - IOL agrees to
                provide Marketing Representative with real-time access by
                electronic means to the Marketing Representative User Data. This
                access will be by way of personal computer using the Windows NT
                Operating System (PC) provided by the Marketing Representative.
                IOL further agrees to use its best efforts to provide 



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                Marketing Representative with copies of all written or
                electronic communications between end-users and IOL, provided
                that such communications are not related to electronic cash
                settlements with end-users.

        (e)     STORAGE OF USER DATA - IOL agrees to store and maintain at its
                expense the Marketing Representative User Data. Marketing
                Representative and IOL specifically acknowledge and agree that,
                except as authorized in this Agreement, no party other than
                Marketing Representative, IOL and any third party provider
                reasonably acceptable to Marketing Representative shall have
                access to or use of the Marketing Representative User Data. IOL
                warrants and represents that the Marketing Representative User
                Data shall be kept confidential and shall not be disclosed to
                any third party, unless such disclosure is approved in advance
                by Marketing Representative.

                (i)     UNAUTHORIZED ACCESS TO USER DATA - Marketing
                        Representative hereby acknowledges and agrees that any
                        attempt by Marketing Representative, its employees,
                        agents or end-users to access without authority any part
                        of the User Data or any part of the IOL System, except
                        as authorized herein, is a direct violation of the terms
                        and conditions of this Agreement. For purposes of this
                        Section 2(e)(i), the term "access" shall include,
                        without limitation, any attempt to copy, download,
                        manipulate, reverse engineer, export or transfer any
                        part of the User Data or the IOL System without the
                        prior written consent of IOL. IOL shall have the right,
                        its sole and absolute discretion, to stop providing the
                        IOL Services in the event it reasonably determines that
                        Marketing Representative, its employees, agents or
                        end-users have gained unauthorized access to the IOL
                        System. IOL shall resume providing the IOL Services when
                        it is reasonably satisfied that such unauthorized access
                        is no longer available. Continued attempts by Marketing
                        Representative, its employees, agents or end-users to
                        gain unauthorized access to the IOL System shall be
                        considered a breach of this Agreement. IOL shall provide
                        written notice to Marketing Representative of such
                        attempts. If an end-user is reasonably determined to be
                        responsible for such repeated attempts, IOL shall, in
                        its sole and absolute discretion, have the right to bar
                        such end-user access to the IOL Services and the IOL
                        System. If Marketing Representative, its employees, or
                        its agents are reasonably determined to be responsible
                        for such repeated attempts, IOL shall have the right, in
                        its sole and absolute discretion, to terminate this
                        Agreement immediately with or without notice to
                        Marketing Representative.

                (ii)    COMPLIANCE WITH REGULATORY REQUIREMENTS - Marketing
                        Representative acknowledges and agrees that IOL shall be
                        under no obligation to disclose any User Data to
                        Marketing Representative that IOL is precluded from
                        disclosing by applicable law, statute, or regulation.
                        Notwithstanding anything foregoing to the contrary, IOL
                        shall use its best efforts to meet its obligations under
                        this Agreement regarding the 




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                        User Data, including, without limitation, providing
                        Marketing Representative with the information that
                        Marketing Representative requires to comply with any
                        applicable law, statute, or regulation, including,
                        without limitation, the reporting requirements of the
                        Gaming License. 

        (f)     TECHNICAL SUPPORT SERVICES - IOL shall provide Marketing
                Representative with start up support without additional charge,
                for a period of time up through and including thirty (30) days
                following the processing of the first live end-user transaction
                through the IOL system. Additional start up support services
                will, at the specific request of Marketing Representative, be
                provided by IOL for an amount mutually agreed upon by the
                parties on a case-by-case basis.

        (g)     SYSTEM IMPROVEMENTS - IOL reserves the right to improve, change
                or otherwise modify the IOL System, the IOL Services, or any
                part of them as deemed appropriate by IOL from time to time, and
                in the sole and absolute judgment of IOL. Marketing
                Representative specifically acknowledges and agrees that IOL may
                from time to time make changes to the IOL System and/or the IOL
                Services which do not materially affect IOL's performance or the
                terms and conditions of this Agreement. IOL will make every
                reasonable effort to provide prior written notice of any such
                changes to Marketing Representative and will use its best
                efforts to minimize the disruption of access to the IOL System
                by Marketing Representative and end-users.

        (h)     CHANGES INDUCED BY THIRD PARTY - IOL shall use its best efforts
                to give Marketing Representative thirty (30) days' prior written
                notice of the implementation of any changes to the IOL System
                and/or the IOL Services which are induced or mandated by a third
                party and which substantially, materially or adversely alter the
                terms of this Agreement or any of the features of the IOL
                Services (hereinafter collectively referred to as a "Major
                Change"). Within ten (10) days of receipt of such notice or
                implementation of any Major Change, whichever shall first occur,
                Marketing Representative may elect to exercise its option
                pursuant to Section 11(b) (ii) hereof to terminate this
                Agreement. If Marketing Representative does not exercise its
                option to terminate this Agreement, then the Major Change,
                including any new charges, terms or conditions created thereby,
                shall become effective and binding on Marketing Representative
                on the date of its implementation.

        (i)     CUSTOMIZATION - IOL will provide a Custom Client Software
                Application pursuant to the delivery schedule attached hereto as
                Schedule "B".

        (j)     NO OBLIGATION TO SERVICE ALL END-USERS - IOL may prohibit
                certain end-users access to the IOL System if, in its reasonable
                discretion, it deems it necessary, at any time or times, whether
                to comply with the laws or regulations of any governmental
                agency or authority, for credit risk purposes or for any other
                reason; provided, however, that IOL shall use its best efforts
                to give Marketing 



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                Representative prompt written notice of IOL's decision to
                prohibit access to certain end-users, which notice shall
                include, without limitation, the identity of the end-user and
                the facts and circumstances underlying IOL's shall not
                unreasonably refuse Marketing Representative's request to
                reinstate the access of any end-user if access was denied as a
                result of a gaming rather than an electronic cash issue. Nothing
                in this Section 2(j) shall limit, or be construed to limit,
                IOL's rights under Section 2(e)(i) hereof.

        (k)     MARKETING REPRESENTATIVE TO SET LIMITS - Betting limits on the
                IOL System shall initially be as set out in Schedule "B" to this
                Agreement and shall be altered from time to time by Marketing
                Representative by notice in writing to IOL, subject to IOL's
                approval, which approval may not be unreasonably withheld.

3.      COMPENSATION TO IOL

        (a)     COMPENSATION - In consideration of the supply of the Custom
                Client Software Application to Marketing Representative and the
                agreement to provide IOL Services to Marketing Representative in
                connection with its obligation to supply Marketing Services (as
                defined in the Appointment Agreement) to the Casino, Marketing
                Representative shall pay to IOL the fees, charges, costs and
                other compensation set out in this Agreement and specified in
                Schedule "A" to this Agreement and shall include:

                (i)     CUSTOMIZATION FEE - Fees for initial Customization as
                        set out in Schedule "A". Should IOL, through no failure
                        on Marketing Representative's part, fail to commence
                        operating the Custom Client Software Application within
                        ninety (90) days of the date of execution of this
                        Agreement, then IOL shall refund to Marketing
                        Representative the fee for initial Customization.

                (ii)    ADDITIONAL CUSTOM PROGRAMMING SERVICES - If Marketing
                        Representative desires additional custom programming
                        services and if IOL, acting reasonably, agrees to do so
                        on a case-by-case basis, then IOL shall provide such
                        services for an amount mutually agreed upon by the
                        parties on a case-by-case basis;

                (iii)   FEES INCURRED IN CONNECTION WITH REGULATORY COMPLIANCE -
                        All reasonable out-of-pocket charges incurred by IOL on
                        the Marketing Representative's behalf in connection with
                        the reporting and filing requirements on Marketing
                        Representative's behalf mandated by the Gaming License;
                        and

                (iv)    ADDITIONAL INCIDENTAL EXPENSES - such additional
                        incidental expenses as IOL shall reasonably incur on
                        Marketing Representative's behalf including, without
                        limiting the generality of the foregoing, wire transfer




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                        costs and the cost of service and technical support
                        attributable to Chargebacks, etc. 

        (b)     PAYMENT - Payment shall be made in accordance with the payment
                schedule set out in Schedule "A" and this Agreement. IOL
                reserves the right to procure payment from Marketing
                Representative by invoice by electronic debit, or combination
                thereof, as follows:

                (i)     INVOICE - IOL may invoice Marketing Representative
                        periodically for the amounts due and owing from
                        Marketing Representative to IOL. IOL shall credit any
                        fees and costs that were paid in advance against such
                        invoice and render a net amount owing for the previous
                        period in addition to the prepayment of new fees and
                        costs due in the current period. IOL may deliver such
                        invoice by facsimile transmission or other written
                        notice to Marketing Representative. Marketing
                        Representative shall make payment within fifteen (15)
                        days after the invoice is received. In addition, all
                        sums past due for twenty (20) days shall thereafter
                        accrue interest thereon with such interest at the rate
                        of the lesser of one and one half percent (1.5%) per
                        month and the maximum amount allowed by law.

                (ii)    ELECTRONIC DEBIT - Marketing Representative acknowledges
                        that, whether or not invoiced IOL shall be entitled to
                        retain from the Net Win, any and all costs, charges, and
                        fees provided for in this Agreement. By execution of
                        this Agreement, Marketing Representative expressly
                        acknowledges IOL's right to make any and all such debits
                        from the Net Win of the Casino it has collected for
                        Bardenac. IOL will provide to Marketing Representative
                        no later than the fifteenth (15th) business day of each
                        month, an itemized statement detailing the transactions
                        and related debits for the calendar month immediately
                        preceding. 

        (c)     SUSPENSION OF IOL SERVICES - In the event that any undisputed
                invoice for a material amount is not paid within twenty-five
                (25) days after the date payment is due, and IOL is unable to
                electronically debit the payment, IOL may, in addition to any
                other rights and remedies it may have under this Agreement, at
                law or in equity, suspend Marketing Representative's access to
                the IOL Services until such amount is paid in full.

        (d)     LOCAL TAXES - IOL is not currently subject to any local taxes in
                the Netherlands Antilles on account of rendering the IOL
                Services under this Agreement. In the event that IOL should
                become subject to any such local taxes, IOL shall promptly
                notify Marketing Representative in writing, and the parties
                shall agree to a mutually acceptable adjustment in the fees to
                be received by IOL the IOL Services.

        (e)     MARKETING REPRESENTATIVE'S INDEMNITY OF IOL - Marketing
                Representative acknowledges that, in addition to the obligations
                of Marketing Representative to 




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                pay IOL as set out in this Agreement, IOL is owed an on-going
                monthly service fee (the "Monthly Service Fee") by Bardenac for
                providing the IOL Services for the Custom Client Software
                Application during the term of this Agreement. Marketing
                Representative agrees to indemnify and hold IOL harmless from
                and against any failure or refusal by Bardenac to pay the
                Monthly Service Fee; provided, however, that Marketing
                Representative's obligation to indemnify IOL shall be expressly
                conditioned upon the following:

                (i)     The Monthly Service Fee shall not exceed in any given
                        month;

                (ii)    IOL shall have given Bardenac written notice of default
                        in respect of any failure or refusal by Bardenac to pay
                        the Monthly Service Fee, which notice shall provide a
                        period of not less than thirty (30) days within which
                        Bardenac may cure its default;

                (iii)   IOL shall have sent Marketing Representative a copy of
                        any notice of default from IOL to Bardenac;

                (iv)    IOL shall have continued to make all payments of the
                        Marketing Fee due from Bardenac to Marketing
                        Representative; and

                (v)     Upon receipt of any notice of default from IOL to
                        Bardenac, Marketing Representative shall have the option
                        to terminate this Agreement if, within sixty (60) days
                        of its receipt of such notice, Marketing Representative
                        is not appointed the marketing representative for
                        another Information Provider reasonably and mutually
                        acceptable to Marketing Representative and IOL.

4.      PAYMENT OF MARKETING FEE 

        (a)     ACKNOWLEDGEMENT OF MARKETING FEE OWED BY BARDENAC - IOL
                acknowledges and agrees that the Appointment Agreement provides
                for the payment by Bardenac to Marketing Representative of a fee
                (the "Marketing Fee") in consideration of the rendering of
                Marketing Services equal to *** of the Net Win of the Casino
                generated from end-user use of the Custom Client Software
                Application.

        (b)     ACKNOWLEDGMENT OF DIRECTION TO PAY - IOL also acknowledges and
                agrees that Bardenac has authorized IOL as its agent to be in
                possession of the Net Win of the Casino and to pay the Marketing
                Fee directly to Marketing Representative on Bardenac's behalf as
                set forth in this Section 4.

        (c)     PAYMENT OF FEE - IOL shall pay Marketing Representative the
                Marketing Fee on behalf of Bardenac on a periodic basis selected
                by Marketing Representative, but not more frequently than daily.
                Subject to the Rolling Reserve as defined below, the periodic
                payments shall be based on the Net Win resulting from the
                settlements of end-user transactions. IOL represents and
                warrants that the 




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--------------
*** Confidential information has been omitted and filed separately with the
    Commission.

<PAGE>   11

                settlement of an end-user transaction will take place no later
                than five (5) days following the transaction. All payments of
                the Marketing Fee shall be made by wire transfer to an account
                specified in writing by Marketing Representative.

        (d)     ROLLING RESERVE - Subject to a true-up as set out below, IOL
                shall be entitled to hold back from each payment of the
                Marketing Fee a sum not to exceed five (5%) percent of the
                amount otherwise due to Marketing Representative as an estimate
                of all end-users' Chargebacks, as defined below. Marketing
                Representative acknowledges end-users' Chargebacks may be
                incurred after the period in which the Marketing Fee is earned
                and, accordingly, authorizes IOL to retain a sum not to exceed
                five (5%) percent of the amount that Marketing Representative
                would otherwise receive as a reserve for a period of one hundred
                and eighty (180) days.

        (e)     MONTH END TRUE-UP - At the end of each calendar month, IOL shall
                perform a reconciliation of the Net Win of the Casino during
                that month to determine the actual Marketing Fee due and owing
                to Marketing Representative from Bardenac and shall pay to
                Marketing Representative by the tenth day of the following
                month, the shortfall, if any, between the amounts actually paid
                to Marketing Representative during such month and the amount
                actually owing to Marketing Representative for such month. The
                reconciliation shall include without limitation, the Net Win,
                incidental expenses incurred on Representative's behalf, any
                interim payments of the Marketing Fee, and the Rolling Reserve.

        (f)     ACCOUNTING - Unless Marketing Representative, within forty-five
                (45) days after delivery of any month end true-up calculation
                and payment, if any, notifies IOL in writing that it objects to
                any item or computation set forth on the month end true-up, such
                month end true-up shall be binding upon the parties. If
                Marketing Representative and IOL are unable to agree upon the
                computation or calculation of the month end true-up within
                thirty (30) days after any notice of objection has been given by
                Marketing Representative to IOL and the amount of the dispute
                exceeds Twenty-Five Thousand Dollars ($25,000), an independent
                accounting firm mutually agreed upon by Marketing Representative
                and IOL within 10 days after the expiration of such 30-day
                period (the "Accounting Firm") shall resolve the disputed items
                and determine the month end true-up within 30 days after its
                acceptance of its appointment in such capacity. Any
                determination by the Accounting Firm shall be binding upon the
                parties. In addition, the Accounting Firm shall be authorized to
                determine which of the parties is the prevailing party in any
                dispute, and whichever party is not determined to be the
                prevailing party shall bear all of the fees, costs, and expenses
                of the Accounting Firm. In the event that the Accounting Firm is
                appointed, IOL shall cause IOL's then existing independent
                auditors to provide the Accounting Firm, Marketing
                Representative and its independent auditors full access to all
                books and records and working papers to the extent necessary to
                enable Marketing Representative and its independent auditors to
                verify each month end true-up. 



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5.      FINANCIAL AND OTHER INFORMATION

        IOL shall maintain full and complete books of account and other records
reflecting the results of operations of the Casino in accordance with Canadian
generally accepted accounting principles consistently applied (or such other
accounting method approved in writing by Marketing Representative). The
financial information that IOL shall furnish or cause to be furnished to
Marketing Representative shall include, without limitation, the following: any
and all accounting records necessary to audit and verify the Net Win, the
Marketing Fee, Rolling Reserve, month end true-up calculations, and any other
fees or revenues referred to in the Agreement.

6.      CHARGEBACKS

        (a)     Marketing Representative acknowledges that it is the policy of
                IOL's electronic cash settlement system provider to negotiate
                and pay, where it in its sole and absolute judgment deems
                advisable, all chargebacks received by IOL's clearing bank and
                to issue, when it considers it advisable, a credit to any
                end-user who questions any IOL transaction appearing on the
                end-user's statement (collectively referred to in this Agreement
                as "Chargebacks"). Marketing Representative further acknowledges
                the full and complete authority of such provider or any
                subsequent provider to accept or reject Chargebacks and/or issue
                credits, as it in its sole and absolute judgment deems
                appropriate, without incurring any liability to Marketing
                Representative for any such actions. Marketing Representative
                agrees to conduct its activities at all times hereunder in
                accordance with the chargeback and credit policies of such
                provider and to fully comply with any rules and regulations that
                it may issue from time to time relating to the implementation of
                such policies.

        (b)     IOL represents and warrants that its agreements with banks and
                other financial institutions permit such banks and financial
                institutions to terminate such agreements if the level of
                Chargebacks exceeds one percent (1%) of gross credit card
                deposits processed for a period of two (2) months or longer.
                Marketing Representative agrees that if such banks or financial
                institutions terminate their agreements with IOL on this basis
                on account of the gross credit card deposits processed under
                this Agreement, IOL shall be entitled to terminate this
                Agreement in accordance with Section 11(a) (i) below.


7.      RIGHTS IN DATA

        The parties hereto shall have the below listed rights of ownership in
the User Data.

        (a)     OWNERSHIP OF USER DATA - Marketing Representative shall own all
                right, title, and interest in and to the Marketing
                Representative User Data and all data contained therein.
                Marketing Representative shall permit IOL access to and use of
                the Marketing Representative User Data but only for purposes
                that are directly related to the performance of IOL's
                obligations under this Agreement. 




                                       12
<PAGE>   13

                IOL agrees that it shall not access or use all or any portion of
                the Marketing Representative User Data for any other purpose.
                IOL further agrees that it shall not disclose all or any portion
                of the Marketing Representative User Data, to any third party,
                except as permitted under this Agreement, and shall strictly
                maintain the confidentiality of the Marketing Representative
                User Data. In the event that IOL is required by applicable law
                or otherwise to disclose all or any portion of the Marketing
                Representative User Data, IOL shall give Marketing
                Representative at least ten (10) days advance written notice of
                such required disclosure, if possible, and shall cooperate with
                Marketing Representative's efforts, if any, to contest such
                disclosure.

                Notwithstanding the foregoing, Marketing Representative shall
                have no right, title or interest in or access to any User Data,
                if such right, title, interest, or access is prohibited by
                applicable law; provided, however, that nothing herein shall
                relieve, or shall be construed to relieve, IOL of its
                obligations to prevent disclosure of all or any portion of the
                User Data except as permitted hereunder, or to maintain the
                strict confidentiality of the User Data.

        (b)     DATA SECURITY PROCEDURES - IOL agrees to utilize reasonable
                security measures to protect and preserve the integrity of the
                User Data and the IOL System and to prevent unauthorized access
                to the User Data.

8.      RIGHTS IN CASINO

        Except as provided for in this Agreement, Marketing Representative shall
        have no right, title, or interest in or to the Casino, the Net Win or
        any other revenues of the Casino, the Gaming License, the IOL System,
        the System Improvements, or the Custom Client Software Application.
        Nothing in this Agreement shall create, or shall be construed to create,
        any other interest in or on behalf of Marketing Representative. IOL
        acknowledges and agrees that Marketing Representative is an independent
        contractor and licensee under this Agreement and that IOL shall not make
        any statement or take any action which may be construed to imply or
        impute any other relationship with or role of Marketing Representative,
        whether as a partner, a joint venturer, an owner, or otherwise.

9.      REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS OF MARKETING 
        REPRESENTATIVE

        Marketing Representative represents, warrants, and covenants as follows:

        (a)     GAMING LICENSE - Marketing Representative is the marketing
                representative referred to in the Appointment Agreement. All
                regulatory requirements to which Marketing Representative is
                subject have been, or within sixty (60) days after the
                Commencement Date will be, complied with. To the best of
                Marketing Representative's knowledge, the Gaming License is in
                good standing, Marketing Representative has full power and
                authority to operate pursuant to the Gaming 



                                       13
<PAGE>   14

                License, and the Appointment Agreement and the Gaming License
                are in full force and effect. Marketing Representative shall
                comply with the requirements of the Gaming License during the
                term of this Agreement and any extensions thereof.

        (b)     AUTHORIZED TO DO BUSINESS - that it is duly incorporated and
                existing under the laws of the jurisdiction of its incorporation
                and is authorized to do business in the jurisdiction from which
                the Gaming License has been issued and the gaming server is to
                be located.

        (c)     MARKETING AND PROMOTION OF THE CUSTOM CLIENT SOFTWARE
                APPLICATION -

                (i)     Marketing Representative acknowledges that it is the
                        sole responsibility of Marketing Representative to
                        solicit end-users for the Custom Client Software
                        Application.

                (ii)    Marketing Representative hereby agrees to employ its
                        best efforts to diligently market and promote the Custom
                        Client Software Application to prospective end-users.

                (iii)   All marketing and promotional efforts shall be created,
                        implemented and paid for by Marketing Representative and
                        shall be submitted to IOL for its approval as to medium
                        and content before being implemented, which approval IOL
                        shall not unreasonably withhold. If Marketing
                        Representative shall not have received IOL's disapproval
                        of a submission within one (1) business day of IOL's
                        receipt, IOL shall be deemed to have given its approval.
                        The parties agree that Marketing Representative shall
                        make all such submissions to IOL by facsimile
                        transmission or electronic mail and that IOL may respond
                        by any method other than electronic mail.

                (iv)    Before the Commencement Date, IOL will provide Marketing
                        Representative with its standard guidelines as to
                        acceptable marketing and promotional efforts, and
                        Marketing Representative agrees that it will abide by
                        them (as amended or supplemented from time to time by
                        IOL).

                (v)     Marketing Representative agrees to spend a minimum of
                        the Advertising Target provided for in Schedule "A" to
                        this Agreement.

                (vi)    Marketing Representative acknowledges that this
                        Agreement may be terminated by IOL in accordance with
                        the termination provisions set out in Section 11(a) (i)
                        below in the event that the advertising guidelines in
                        force from time to time are not complied with,
                        advertising or promotion is undertaken without
                        requesting IOL's prior written consent or is 




                                       14
<PAGE>   15

                        undertaken despite notice of disapproval having been
                        given or if the Advertising Target is not met.

                (vii)   Marketing Representative shall provide copies of
                        receipted invoices at one-month intervals as prima facie
                        proof that is satisfying its Advertising Target. At
                        IOL's request, at any time or times, Marketing
                        Representative will provide such additional independent
                        verification that it is meeting the Advertising Target
                        as its auditors may determine is necessary.

        (d)     TRADEMARKS AND URL - Marketing Representative represents and
                warrants that it is the owner or licensee of certain trademarks
                and universal resource locators ("URLs"), both registered and
                unregistered, in the names set out in Schedule "A", as amended
                from time to time, and has the exclusive right to use such
                trademarks and URLs in the jurisdiction from which the Gaming
                License has been issued and in which the server is to be
                located.

        (e)     SALES TARGET - Marketing Representative represents and warrants
                that it intends to meet the Sales Target set out in Schedule "A"
                of the Agreement and acknowledges that IOL may terminate this
                Agreement in accordance with Section 11(a) (i) below if the
                Sales Target is not met.

        (f)     EXCLUSIVE USE OF IOL SERVICES - Marketing Representative agrees
                that at all times during the term of this Agreement it shall
                utilize the IOL System exclusively for rendering the Marketing
                Services to the Casino; provided, however, that nothing herein
                shall prohibit or prevent Marketing Representative from using
                all or any portion of the Marketing Representative User Data for
                any purpose unrelated to the marketing of any other virtual
                casino on the Internet. Should IOL have any reasonable evidence
                that any Confidential Information provided to Marketing
                Representative has been used by Marketing Representative in the
                operation of casino software technology not provided by IOL then
                IOL shall have the right to terminate this agreement in
                accordance with the termination provisions set out in Section
                11(d) below.

        (g)     UNAUTHORIZED ACCESS TO THE IOL SYSTEM - except as expressly
                authorized in this Agreement, Marketing Representative agrees
                not to attempt to gain electronic access to the IOL System, or
                in any way to use, download or modify any data, files or
                software programs incidental to the use of the IOL System or to
                permit unauthorized third party access to the IOL System.

        (h)     PROGRAMMING CONTENT - Marketing Representative agrees to observe
                and comply with all local, national and international laws,
                rules and regulations (including Internet codes of practice or
                conduct), now existing or which may hereafter be enacted,
                regarding the transmission, content or advertising of a virtual
                casino.



                                       15
<PAGE>   16

        (i)     LIMITED RESALE OF IOL SERVICES - except as expressly provided
                herein, Marketing Representative shall not sell, transfer,
                publish, disclose, display or otherwise make available to any
                third party, any portion of the IOL System or the IOL Services.
                IOL acknowledges that Marketing Representative intends to
                solicit end-users to use the IOL Services and to provide them
                with access to the IOL System. Marketing Representative is
                hereby authorized to solicit end-users to use the IOL Services
                on a limited, "per transaction" basis. Marketing Representative
                is not authorized however, to sell or otherwise permit wholesale
                access to the IOL system to any third party which has not itself
                directly contracted with IOL, or contracted through an IOL
                approved network of entities, for the IOL Services.

        (j)     SUB-CONTRACTING - Marketing Representative shall not
                sub-contract its obligations under this Agreement without the
                consent of IOL, which consent may not be unreasonably withheld,
                except to a company with which it is affiliated or related and
                for whose obligations the Marketing Representative remains
                liable.

        (k)     BETTING LIMITS - The Betting Limits for the games offered on the
                Casino shall be as set forth on Schedule "B" to this Agreement.
                Marketing Representative shall not increase any of the Betting
                Limits without the consent of IOL, which consent shall not be
                unreasonably withheld. 

10.     REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS OF IOL

        IOL represents, warrants, and covenants as follows:

        (a)     IOL is a corporation duly organized, validly existing and in
                good standing under the laws of the Country of Cyprus.

        (b)     The execution and delivery of this Agreement to Marketing
                Representative and the transactions contemplated hereby have
                been duly authorized by all necessary corporate action of IOL.
                The execution and delivery of this Agreement and the
                consummation of the transactions contemplated by it will not
                conflict with or result in breach of the terms, conditions or
                provisions of or constitute a default under the certificate of
                incorporation or bylaws of IOL or any agreement or instrument
                under which IOL is obligated. IOL has full legal right, power
                and authority to enter into this Agreement and perform its
                obligations under this Agreement.

        (c)     There is no claim, litigation or proceeding, pending or, to the
                knowledge of IOL, threatened, and there exists no basis or
                grounds for any such suit, action, proceeding, claim or
                investigation which prevents or materially affects, or would
                prevent or materially affect, the ability of IOL to enter into
                this Agreement or to consummate the transactions contemplated
                herein.




                                       16
<PAGE>   17

        (d)     IOL is not subject to any charter, bylaw, mortgage, lien,
                judgment, contract or other restriction of any kind which would
                prevent the consummation of the transactions contemplated by
                this Agreement.

        (e)     No authorization, consent or approval of any public body or
                authority, including, without limitation, any state, country, or
                jurisdiction regulating gaming or gambling, is necessary on the
                part of IOL for the consummation by IOL of the transactions
                contemplated by this Agreement. All necessary approvals of the
                parties under any contracts, commitments or understandings to
                which IOL is, a party required to permit consummation of the
                transactions in accordance with this Agreement have been
                obtained. IOL is not otherwise a party to any contract or
                subject to any other legal restriction that would prevent or
                restrict complete fulfillment of any terms and conditions of
                this Agreement or compliance with any of the obligations under
                it.

        (f)     By itself and/or through its subcontractors or affiliates
                approved by Marketing Representative, IOL has, and throughout
                the term of this Agreement or any renewal will have, all the
                necessary technology, licenses, authority, capital, and
                qualified personnel to perform its obligations hereunder.

        (g)     Nothing that IOL provides that is or will be contained in the
                IOL System does or will violate or infringe any Intellectual
                Property Right of any third party, and the IOL System, the
                System Improvements, and the Client Custom Software Application
                as and when installed and delivered by IOL to Marketing
                Representative shall be free of any third party claim of
                infringement of any patent, trademark or copyright.

        (h)     IOL has, and throughout the term of this Agreement or any
                renewal will have, good title to the IOL System, the System
                Improvements, and the Custom Client Software Application and has
                the right to sell and/or to license them to Marketing
                Representative free of any proprietary rights of any other party
                or any other encumbrance of any kind or description.

        (i)     IOL has not sold, assigned, leased, licensed or in any other way
                disposed of or encumbered all or any portion of the rights
                granted to Marketing Representative hereunder.

        (j)     IOL is solely responsible for and shall pay all sums due any and
                all parties engaged by IOL in connection with the installation
                and delivery of the IOL System, the System Improvements, and the
                Custom Client Software Application who are entitled to receive
                compensation in respect thereof.

        (k)     The IOL System, the System Improvements, and the hardware
                recommended by IOL are each merchantable and fit for the purpose
                for which Marketing Representative is purchasing, licensing, or
                using them under this Agreement 




                                       17
<PAGE>   18

        (l)     The IOL System conforms to IOL's published functional
                specifications. IOL shall, at its own expense, correct any
                defects in the IOL System that cause the IOL System to fail to
                conform to IOL's published functional specifications and that
                significantly affect its performance in accordance with those
                specifications, provided that Marketing Representative has
                notified IOL of any such defects. IOL's published functional
                qualifications for the IOL System include, without limitation,
                the following: 

                (i)     The random number generator is a UNIX based 32-bit
                        application, normally distributed, and unpredictable.

                (ii)    Only one (1) random number generator is used for all
                        end-users connected to the Custom Client Software
                        Application at any given time.

                (iii)   Eight (8) decks of cards are used for each card game,
                        which decks are shuffled after each hand. The IOL System
                        may accommodate more or fewer decks of cards and
                        shuffles, as may be requested by Marketing
                        Representative, which request IOL shall not unreasonably
                        refuse.

                (iv)    For all games, whether card or otherwise, the rules of
                        play of the New Jersey Gaming Commission are in force.
                        The IOL System may accommodate and operate according to
                        the rules of play of other jurisdictions or regulatory
                        authorities, including the Nevada Gaming Commission and
                        the Australian Gaming Regulations, where needed for a
                        particular game.

                (v)     Only non-United States end-users shall be able to obtain
                        access to, play on, and/or place bets with the Casino,
                        and all United States end-users will be prohibited and
                        prevented from obtaining access to, playing on, and/or
                        placing bets with the Casino.

        (m)     IOL shall not, by any means or method, send, or cause to be
                sent, to any end-user any money to any address located in the
                United States.

        (n)     The Custom Client Software Application is fit for the purpose
                for which Marketing Representative is purchasing, licensing,
                and/or intending to use it under this Agreement. IOL shall, at
                its own expense, correct any defects in the Custom Client
                Software Application that significantly affect the performance
                of the Custom Client Software Application in accordance with
                Marketing Representative's intended purpose, provided that
                Marketing Representative has notified IOL of any such defects.

        (o)     Upon the request of Marketing Representative and/or any
                regulatory authority or agency of any state, country, or
                jurisdiction, IOL shall, at no cost to IOL, make the random
                number generator(s) and the games' logic of the IOL System, the
                System Improvements, and the Custom Client Software Application





                                       18
<PAGE>   19

                available to independent computer hardware and software
                laboratories or agencies for testing and verification of, among
                other things, the published functional specifications and the
                representations, warranties, and covenants in respect of the IOL
                System and System Improvements set forth herein. Nothing in this
                Section 10(o) shall relieve Marketing Representative of its
                obligations to maintain the confidentiality of the aspects of
                the IOL System and the System Improvements that are propriety to
                IOL as provided for under this Agreement. Any such laboratories
                or agencies shall be required to enter into a confidentiality
                agreement in respect of the IOL System and the portions being
                tested.

11.     TERM AND TERMINATION

        Subject to the provisions for termination set forth below, this
Agreement shall become effective upon execution by both parties hereto and shall
expire five (5) years from the Commencement Date, after the expiration of which,
this Agreement shall automatically be renewed for consecutive additional one (1)
year terms upon the same terms and conditions (with the exception of payment of
the fee for initial Customization) unless either party provides the other with
no more than ninety (90) and not less than sixty (60) days written notice prior
to the expiration of the term or any additional term of its intention to
terminate this Agreement.

        (a)     IMMEDIATE TERMINATION BY EITHER PARTY - In addition to any other
                remedies provided herein, either party may terminate this
                Agreement during its initial term or any renewal term
                immediately upon written notice to the other party, in the event
                of any of the following:

                (i)     MATERIAL BREACH - the other party commits a material
                        breach of any term or condition of this Agreement
                        (including but not limited to a breach for nonpayment of
                        any fees and charges due under this Agreement), and the
                        breach cannot be cured or can be cured but is not cured
                        within (i) thirty (30) days after receipt of notice in
                        writing from the non-breaching party; or (ii) in the
                        event that any such breach (other than a breach for
                        nonpayment of fees and charges) can be cured but cannot
                        reasonable be cured within thirty (30) days, then within
                        such longer period of time (not to exceed sixty (60)
                        days as is required to cure the breach, provided the
                        breaching party promptly commences and diligently
                        pursues remedial action to completion.

                (ii)    INSOLVENCY - the other party files a voluntary petition
                        in bankruptcy or files a petition seeking or acquiescing
                        in any relief for itself under any present or future
                        statute or law relating to bankruptcy, insolvency or
                        other relief by debtors; or seeks or consents to or
                        acquiesces in the appointment of any trustees, receiver
                        or liquidator of all or any part of its property, or
                        admits in writing its inability to pay its debts
                        generally as they become due.



                                       19
<PAGE>   20

                (iii)   DISSOLUTION - the other party is dissolved (other than
                        by way of a re-organization) or otherwise ceases to
                        engage in its normal business operations and is unable
                        thereby to fulfill its obligations under this Agreement.

        (b)     TERMINATION BY MARKETING REPRESENTATIVE - In addition to any
                other remedies provided herein, including the remedy for
                material breach provided for in Section 11(a) (i), Marketing
                Representative shall have the right to terminate this Agreement
                as follows:

                (i)     NON-PERFORMANCE - Immediately upon written notice to IOL
                        in the event that IOL fails to provide the IOL Services
                        pursuant to the provisions of Section 2 of this
                        Agreement and such failure results in Marketing
                        Representative not having access to the IOL Services
                        during any continuous twenty-one (21) day period. It is
                        understood and agreed that the provisions of this
                        Section 11(c) (i) shall not apply to any failure to
                        perform on the part of IOL resulting from "force
                        majeure," as defined in Section {-417(g), provided that
                        such "force majeure" does not result in a continuous
                        interruption of the business operations of IOL for a
                        period of time exceeding thirty (30) days.

                (ii)    MAJOR CHANGES - Within a period of thirty (30) days
                        following receipt of notice or the implementation of a
                        Major Change in accordance with the provisions of
                        Section 2(f), Marketing Representative shall have the
                        option to immediately terminate this Agreement.

                (iii)   VIOLATION OF LAWS - Immediately upon written notice to
                        IOL in the event that IOL is convicted of violating in
                        the course of its performance hereunder, any local,
                        state or federal laws, rules and regulations pertaining
                        to gambling on the Internet.

                (iv)    CRIMINAL CONVICTION - Immediately upon written notice to
                        IOL in the event that any principal of IOL is convicted
                        in a criminal proceeding and Marketing Representative
                        determines in its sole discretion, that such conviction
                        has harmed the general goodwill of Marketing
                        Representative, or the general goodwill of the Internet
                        gambling industry as a whole.

                (v)     VIOLATION OF LAW BY MARKETING REPRESENTATIVE
                        -Immediately upon written notice to IOL that Marketing
                        Representative has determined in its sole discretion
                        that rendering all or any portion of the Marketing
                        Services would be a violation of civil or criminal laws
                        of any state, country, or jurisdiction, including,
                        without limitation, the laws of the United States.

        (c)     TERMINATION BY IOL - In addition to any other remedies provided
                herein, including the remedy for material breach provided for in
                Section 11(a) (i), IOL shall have the right to terminate this
                Agreement as follows:



                                       20
<PAGE>   21

        (i)     GAMING LICENSE - Should Cyberluck lose, terminate or fail to
                renew the Gaming License, or should Bardenac lose, terminate, or
                fail to renew its agreement with Cyberluck or any regulatory
                authority, the effect of which is to terminate the ability of
                Marketing Representative to provide the Marketing Services, then
                Marketing Representative shall be entitled, within sixty (60)
                days of such occurrence, to transfer its services to another
                holder of a valid and acceptable gaming license (or provider of
                services to such holder), upon the reasonable approval of IOL,
                failing which IOL shall be entitled to terminate this Agreement
                in accordance with the provisions of Section 11(a) (i). IOL
                shall not provide the IOL Services to the Marketing
                Representative at any time that it is not providing its services
                to or on behalf of the holder of a valid gaming license.

        (ii)    VIOLATION OF LAWS - Immediately upon written notice to Marketing
                Representative in the event that Marketing Representative is
                convicted of violating in the course of its performance
                hereunder, any local, state or federal laws, rules and
                regulations pertaining to gambling on the Internet, including
                any violation which would constitute a breach of Marketing
                Representative's warranty and representation set forth in
                Section 9(h) hereof.


        (iii)   CRIMINAL CONVICTION - Immediately upon written notice to
                Marketing Representative in the event that any principal of
                Marketing Representative is convicted in a criminal proceeding
                and IOL reasonably determines in its sole discretion, that such
                conviction has harmed the general goodwill of IOL, or the
                general goodwill of the Internet gambling industry as a whole.

        (iv)    UNAUTHORIZED ACCESS - Immediately upon written notice to
                Marketing Representative, in the event of repeated attempts to
                gain unauthorized electronic access to the IOL System, as set
                forth in Section 2(c) (i) hereof.

        (v)     LOSS OF GAMING LICENSE - Immediately upon written notice to
                Marketing Representative, in the event the Gaming License is
                lost or is in default and, if as a result of that default, the
                holder of the Gaming License is precluded from operating a
                virtual casino.

        (vi)    CHANGE OF LICENSING JURISDICTION'S REQUIREMENTS - Immediately
                upon written notice to Marketing Representative, in the event
                that the licensing jurisdiction is no longer acceptable to IOL.

        (vii)   TERMINATION OF APPOINTMENT OF MARKETING REPRESENTATIVE -
                Immediately on termination of Marketing Representative's
                appointment under the Appointment Agreement or Bardenac's loss
                of status as the Information Provider of Cyberluck.



                                       21
<PAGE>   22

        (viii)  VIOLATION OF LAW BY IOL - Immediately upon written notice to
                Marketing Representative that IOL has determined in its sole
                discretion that rendering all or any portion of the IOL Services
                would be a violation of civil or criminal laws of any state,
                country, or jurisdiction, including, without limitation, the
                laws of the United States.

        (d)     EFFECT OF TERMINATION -

                (i)     Except as set out below, no termination hereunder shall
                        have the effect of relieving either party of its
                        obligation to pay to the other party any and all fees,
                        charges and costs and allocations which have accrued
                        prior to such termination.

                (ii)    In the event that either party terminates this Agreement
                        within ninety (90) days of the Commencement Date because
                        of any action by any gaming regulatory authority, IOL
                        shall return to Marketing Representative the sum of One
                        Hundred Twenty-Five Thousand Dollars ($125,000), and the
                        Agreement shall have no further force or effect.

                (iii)   In the event of any termination, other than a
                        termination related to the termination of the Gaming
                        License, IOL shall continue to operate the Casino for
                        ninety (90) days after the termination, and shall pay
                        Marketing Representative the Marketing Fee as provided
                        for in this Agreement. During such 90-day period, IOL
                        shall accept no new end-users as players at the Casino.
                        During and for a reasonable time after such 90-day
                        period, IOL shall cooperate with any effort by Marketing
                        Representative to transfer its end-users to another
                        virtual casino, including, without limitation,
                        transferring the Marketing Representative User Data and
                        account information and balances as instructed by
                        Marketing Representative.

12.     CUSTOMER'S EQUIPMENT

        Marketing Representative shall be responsible, at its expense, for the
procurement of all equipment and related software which are required in order
for Marketing Representative to have access to the IOL System.

        (a)     TITLE TO SOFTWARE AND GRANT OF LIMITED LICENSE - Marketing
                Representative hereby acknowledges and agrees that the ownership
                of each non-commercial program of operating and/or application
                software, including source codes provided to Marketing
                Representative under this Agreement, is and, at all times under
                this Agreement, shall remain in the name of IOL or its third
                party provider, as the case may be, and that no ownership
                interest in or to such software is transferred to Marketing
                Representative by this Agreement. Marketing Representative
                understands and agrees that Marketing Representative is
                prohibited from sub-licensing, reselling or distributing such
                software to any third party without the express written consent
                of IOL. IOL hereby grants to 




                                       22
<PAGE>   23

                Marketing Representative during the term of this Agreement a
                personal, non-transferable and non-exclusive right to use the
                software solely for the purposes of accessing the IOL Services
                and solely on Marketing Representative's equipment. Upon
                termination of this Agreement, Marketing Representative shall
                immediately return to IOL all copies of such software including
                any back-up copies, and shall destroy any copies of such
                software stored in any computer memory or storage medium.

        (b)     LIABILITY FOR DOWNTIME OR LOSS OF DATA NO - Notwithstanding
                anything contained herein to the contrary IOL shall have no
                liability during any period of downtime of the IOL System and/or
                Marketing Representative's equipment or during delays in the
                providing of the IOL Services or for any loss of User Data
                caused by or resulting from: 

                (i)     Failure in computers or computer-related equipment
                        maintained solely by Marketing Representative;

                (ii)    computers, computer-related equipment or software used
                        by IOL in the performance of its obligations hereunder
                        being taken down or made inoperable pursuant to a
                        request by Marketing Representative;

                (iii)   any defects or changes in Marketing Representative-owned
                        or leased software;

                (iv)    Marketing Representative's request to discontinue use of
                        any IOL provided or non-infringing third-party software;
                        or

                (v)     any act categorized and defined as "force majeure" in
                        Section 17(g) herein or any other failure in electrical,
                        lighting, air conditioning, data processing,
                        telecommunication equipment or telecommunication
                        networks that is beyond IOL's reasonable control, and in
                        any such case, whether or not such failure results from
                        the gross negligence or intentional misconduct of IOL.

13.     PROPRIETARY RIGHTS, CONFIDENTIALITY, SECURITY AND ACCESS

        The rights, duties and obligations of the parties hereto with respect to
intellectual property rights, confidentiality, security and access, shall be as
set forth herein below.

        (a)     INTELLECTUAL PROPERTY RIGHTS - Marketing Representative
                acknowledges and agrees that the software that operates the IOL
                System (including all non-commercial operating and/or
                application software for accessing the IOL Services), except any
                such software which is a commercially available product or in
                the public domain, is propriety to IOL and all applicable rights
                thereto to patents, copyrights, trade marks, trade secrets
                (including, but not limited to algorithms, routines, screen
                formats and displays, and communications techniques) and all
                other proprietary rights embodied or contained in the IOL 




                                       23
<PAGE>   24

                System is, and shall remain, the sole and exclusive property of
                IOL. Marketing Representative further acknowledges and agrees
                that, by obtaining access to the IOL System, Marketing
                Representative is not receiving any interest in, or title to,
                any part thereof, including, but not limited to, hardware,
                software, operating systems, profiling techniques or any other
                proprietary methods embodied in the IOL System.

        (b)     Marketing Representative Confidential Information - IOL agrees
                to use commercially reasonable best efforts to maintain the
                confidentiality of any information regarding the business
                affairs of Marketing Representative which is (a) disclosed to
                IOL by Marketing Representative and clearly designated in
                writing as "Confidential", or (b) which is transmitted
                electronically from Marketing Representative to IOL pursuant to
                this Agreement; provided, however, that IOL shall only maintain
                the same standards of confidentiality with respect to such
                confidential information as IOL maintains for the same or
                similar confidential data relating to its own business affairs
                and provided further, if such data or information is in, or
                enters the public domain, or is already within IOL's knowledge
                or possession prior to disclosure from Marketing Representative
                to IOL, then IOL shall not be liable to Marketing Representative
                for its unauthorized disclosure. Marketing Representative
                acknowledges and agrees that no right of confidentiality shall
                apply to:

                (i)     any information that was developed by IOL prior to the
                        disclosure of similar information by Marketing
                        Representative to IOL;

                (ii)    any information which is, or subsequently becomes part
                        of the public domain;

                (iii)   any information or intellectual property which is
                        independently developed by IOL, and

                (iv)    any information or intellectual property that is
                        lawfully obtained by IOL from third parties.

        (c)     IOL CONFIDENTIAL INFORMATION - Marketing Representative shall
                maintain the confidentiality of (a) the IOL System; (b) any
                information which is disclosed by IOL to Marketing
                Representative which is clearly designated by IOL in writing as
                "Confidential"; and (c) the business terms (including quantum of
                fees and payment terms) of this Agreement and the Appointment
                Agreement, except in all cases such disclosures that Marketing
                Representative or its affiliates may be required to make
                pursuant to applicable securities laws and regulations. It is
                mutually agreed and understood that no claim of confidentiality
                will apply to any information that,

                (i)     was developed by Marketing Representative or rightfully
                        in its possession prior to the disclosure to Marketing
                        Representative of similar information by IOL;



                                       24
<PAGE>   25

                (ii)    is or subsequently becomes a part of the public domain;

                (iii)   is independently developed by Marketing Representative;
                        or

                (iv)    that is lawfully obtained by Marketing Representative
                        from third parties.

        (d)     GOVERNMENTAL AND REGULATORY DISCLOSURE - in the event that IOL
                is compelled to disclose any information relating to Marketing
                Representative as the result of any bona fide written order from
                any government agency, regulatory body of court of law, IOL
                shall have the right, upon no less than ten (10) business days
                written notice to Marketing Representative, if possible, to
                release the information requested in any such order and to fully
                cooperate with any such governmental agency, regulatory body or
                court of law.

        (e)     BANKING NETWORK DISCLOSURE - IOL reserves the right, in the sole
                and absolute discretion of IOL, to disclose any and all
                information regarding transactions settled through the
                electronic cash software to: (a) any acquiring or issuing bank
                which settles credit card, debit card, check transactions or
                other financial transactions on behalf of Marketing
                Representative and/or its end-users; (b) any of the bank card
                associations (including, but not limited to, VISA, MasterCard,
                Discover and American Express); (c) any third party processor
                which provides computer processing services to the acquiring or
                issuing bank, and (d) any agent of Marketing Representative
                under contract with the acquiring or issuing bank, or any of the
                bank card associations.

        (f)     INDUSTRIAL DISCLOSURE - IOL reserves the right, in the sole and
                absolute discretion of IOL, to disclose information regarding
                the IOL Services rendered by IOL to Marketing Representative to
                various industry trade groups or associations, provided that
                such information shall be in a statistical format only, and not
                discernible as information specifically relating to Marketing
                Representative, any end-user of Marketing Representative, or any
                individual sales transaction.

        (g)     ENFORCEMENT PROVISIONS - if either Marketing Representative or
                IOL commits a breach, or threatens to commit a breach of any of
                the provisions of this Section 13, then the party against whom
                the breach has been committed or threatened shall have the right
                to bring an action for injunctive relief or any other action at
                law or equity to specifically enforce the terms of this section,
                it being acknowledged and agreed that any such breach, or
                threatened breach could cause irreparable injury and that money
                damages would not provide an adequate remedy to the injured
                party.

14.     STANDARD OF CARE AND REMEDIES

        (a)     STANDARD OF CARE OF IOL - IOL agrees to use reasonable care in
                providing the Services pursuant to the terms of this Agreement.



                                       25
<PAGE>   26

        (b)     MARKETING REPRESENTATIVE'S SOLE REMEDY FOR IOL'S FAILURE TO
                PERFORM - Except as expressly provided in this Agreement to the
                contrary, Marketing Representative's damages for any failure on
                the part of IOL, for a reason within IOL's control, to perform
                the IOL Services with reasonable care, shall be limited to
                Marketing Representative's reasonable out-of-pocket expenses, as
                could not have been reasonably mitigated by Marketing
                Representative, to a maximum of the Marketing Fee earned in the
                three months prior to termination or the fee for initial
                Customization, whichever is greater. Should IOL, through no
                failure on Marketing Representative's part and except for
                reasons beyond its control, fail to commence operating the
                Custom Client Software Application within ninety (90) days of
                the date of execution of this Agreement, then IOL shall refund
                to Marketing Representative the fee for initial Customization.

        (c)     NOTICE OF CLAIMS - It is a condition precedent to Marketing
                Representative's right to receive any amounts pursuant to this
                paragraph 14 that any claims made by Marketing Representative be
                asserted in writing, within eighteen (18) months of the date on
                which Marketing Representative first knew, or should reasonable
                have known, of the damages alleged in the claim.

15.     INDEMNIFICATION

        (a)     Each party (the "Indemnifying Party") will indemnify, defend and
                hold harmless the other party and its affiliates and their
                respective officers, directors, employees and agents (the
                "Indemnified Party") from and against any and all losses,
                liabilities, claims, obligations, costs and expenses (including
                reasonable attorneys' fees and the cost and expenses of
                litigation), which result from, arise in connection with or are
                related in any way to any breach by the Indemnifying Party of
                any of its representations, warranties, and covenants set forth
                herein.

        (b)     If a third party asserts any claim or allegation which, if
                proven, would constitute a breach by the Indemnifying Party of
                any of its representations, warranties or covenants set forth in
                this Agreement, the Indemnifying Party shall be promptly
                notified of such claim by the Indemnified Party and given
                control of the defense and/or settlement thereof. If any such
                claim or action shall be brought against an Indemnified Party
                and it shall notify the Indemnifying Party thereof, the
                Indemnifying Party shall be entitled to participate therein and,
                to the extent that it wishes, to assume the defense thereof with
                counsel reasonably satisfactory to the Indemnified Party. After
                notice from the Indemnifying Party to the Indemnified Party of
                its election to assume the defense of such claim or action, the
                Indemnifying Party shall not be liable to the Indemnified Party
                under this Section 15(b) for any legal or other expenses
                subsequently incurred by Indemnified Party in connection with
                the defense thereof.

        (c)     No Indemnifying Party shall, without the prior written consent
                of the Indemnified Party, effect any settlement of any pending
                or threatened proceeding in respect of which any Indemnified
                Party is a party and indemnity 




                                       26
<PAGE>   27

                could have been sought hereunder by such Indemnified Party,
                unless such settlement includes an unconditional release of such
                Indemnified Party from all such liability on claims that are the
                subject matter of such proceeding. The foregoing states the
                entirety of the parties' obligations (contractual, common-law or
                otherwise) with respect to any claim by any third-party;
                provided, however, nothing in this Section shall limit either
                Marketing Representative's or IOL's rights in case of any breach
                of any covenant contained in this Agreement.

        (d)     Notwithstanding anything in this Section 15 to the contrary, in
                the event that, by reason of a claim by a third party of
                infringement by IOL (or by Marketing Representative arising from
                the IOL System, the System Improvements, or the Custom Client
                Software Application provided by IOL under this Agreement),
                Marketing Representative is temporarily or preliminarily
                enjoined from using all or any portion of the IOL System, then,
                if IOL is unable, within ten (10) days from the signing of the
                order of injunction, to provide Marketing Representative with
                non-infringing software or software applications, Marketing
                Representative shall, in addition to all other available
                remedies, have the right to obtain a license from the third
                party to continue with the use of the IOL System, the System
                Improvements, and/or the Custom Client Software Application, and
                IOL shall reimburse Marketing Representative for any
                license/settlement fee paid by Marketing Representative to the
                third party.

        (e)     Notwithstanding anything in this Section 15 to the contrary,
                each party's obligation to indemnify the other party shall be
                limited by the damage provision set forth in Section 14 hereof.

16.     DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY

        (a)     OTHER THAN AS SPECIFICALLY EXPRESSED IN THIS AGREEMENT, IOL
                MAKES NO WARRANTIES REGARDING THE SERVICES, EITHER EXPRESSED OR
                IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
                MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE

        (b)     MARKETING REPRESENTATIVE'S SOLE AND EXCLUSIVE REMEDY, AND IOL'S
                SOLE AND EXCLUSIVE LIABILITY, FOR ANY AND ALL DAMAGES ARISING
                OUT OF THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF
                WARRANTY, NEGLIGENCE, OR OTHERWISE, SHALL BE AS EXPRESSLY
                PROVIDED HEREIN.

        (c)     IN NO EVENT SHALL IOL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
                INCIDENTAL OR SPECIAL DAMAGES INCURRED BY MARKETING
                REPRESENTATIVE OR ANY THIRD PARTY AS A RESULT OF THE PROVIDING
                BY IOL OF IOL SERVICES PURSUANT TO THIS AGREEMENT, REGARDLESS OF
                WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED TO, OR
                COULD HAVE BEEN REASONABLY FORESEEN, BY IOL.



                                       27
<PAGE>   28

        (d)     EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT
                SHALL IOL BE LIABLE FOR ANY DAMAGES INCURRED BY MARKETING
                REPRESENTATIVE OR ANY THIRD PARTY (AS A RESULT OF TERMINATION OF
                THIS AGREEMENT OR OTHERWISE) ARISING FROM MATTERS OUTSIDE OF
                IOL'S DIRECT CONTROL OR ON ACCOUNT OF THE ACTIONS OF ANY GAMING
                REGULATORY AGENCY.

17.     GENERAL PROVISIONS

        (a)     ENTIRE AGREEMENT - this Agreement and its incorporated Schedules
                constitute the entire agreement between IOL and Marketing
                Representative, and supersedes all previous communications and
                negotiations, whether written or oral. The terms and conditions
                of this Agreement shall prevail over any additional or
                conflicting terms of any purchase order, letter or memorandum
                submitted to IOL by Marketing Representative. No modification of
                this Agreement shall be binding unless it is in writing and
                signed by both parties hereto.

        (b)     NO PARTNERSHIP OR JOINT VENTURE - Marketing Representative and
                IOL are independent contractors and neither party is the legal
                representative, agent, joint venturer, partner, or employee of
                the other party under this Agreement or for any purpose
                whatsoever. Except as permitted under this Agreement, neither
                party has any right or authority to assume or create any
                obligations of any kind or to make any representation or
                warranty on behalf of the other party, whether express or
                implied, or to bind the other party in any respect whatsoever

        (c)     FURTHER DOCUMENTS - Each party agrees to,

                (i)     perform any further acts and execute and deliver any
                        further documents which may be reasonably necessary to
                        carry out the provisions of this Agreement, and

                (ii)    at all times act in good faith so as to preserve for the
                        other party the benefits intended under this Agreement.

        (d)     REPRESENTATIONS AND WARRANTIES TO SURVIVE - Any representations
                and warranties in this Agreement shall survive the signing of
                this Agreement. Each of the agreements, rights, duties and
                obligations of the parties contained in this Agreement shall
                survive the termination of this Agreement to the extent
                necessary to fulfill its purpose, including to permit end-users
                to withdraw their funds from the IOL System.

        (e)     NOTICE - any notice, and copy thereof, that a party to this
                Agreement is required or may desire to deliver to the other
                party, shall be delivered by facsimile to the phone number set
                out below with a confirming copy sent by mail, certified or
                registered, return receipt requested, proper postage prepaid to
                the other party. 



                                       28
<PAGE>   29

                Such notice shall be deemed delivered on the first (lst)
                business day following the facsimile transmission provided that
                the sender can reasonably demonstrate its receipt.

               IF TO IOL:

                      Intertainet Overseas Licensing Limited
                      51 Prodromos Street, Office 101
                      Strovolos
                      Nicosia, Cyprus
                      Telephone:
                      Facsimile 011-357-2-313 916

               With a copy to:

                      CryptoLogic Inc.
                      1867 Yonge Street
                      Toronto, Ontario
                      M4S 1Y5
                      Attention: President
                       Telephone: 416 545-1455
                       Facsimile: 416 454-1454

               IF TO MARKETING REPRESENTATIVE:

                      Worldwide Media Holdings N.V.
                       P.O. Box 504
                      Scharlooweg 81
                      Curacao, Netherlands Antilles
                      Telephone:
                      Facsimile:

               With a copy to :

                      Lorenz Alhadeff Cannon & Rose, LLP
                      550 West "C" Street, 19th Floor
                      San Diego, CA 92101
                      Attention:    Robert K. Edmunds, Esq.
                      Telephone:    (619) 231-8700
                      Facsimile:    (619) 238-8323

        (f)     TIME LIMITATION - No action, regardless of form, arising out of
                this Agreement, may be brought by either party more than three
                (3) years after such cause of action has accrued.



                                       29
<PAGE>   30

        (g)     FORCE MAJEURE - The parties shall not be liable for any failure
                to perform its obligations under this Agreement because of acts
                of God, nature, or a federal, state or local government agency,
                war, civil disturbance, labor disputes, the inability or refusal
                of a common carrier to provide communications capabilities, or
                of an arm's length third party provider to continue to provide
                service or any other cause beyond the parties' control.

        (h)     GOVERNING LAW/VENUE - If, at any time, there is any dispute,
                question, or difference of opinion between the parties
                concerning or arising out of (i) this Agreement, (ii) the
                construction, meaning, operation or effect of any provision of
                this Agreement, or (iii) concerning the rights, duties, or
                liabilities of any party under this Agreement, the parties shall
                without delay confer in good faith to settle it, but if they
                fail to settle it, then upon application of either party, the
                matter shall be submitted to International Arbitration of the
                American Arbitration Association for binding arbitration before
                three (3) arbitrators, one to be chosen by each of the parties
                and the third by the two thus chosen The arbitrators shall be
                bound by, and shall determine the factual and legal issues
                presented at the arbitration according to, the substantive law
                of the country of Bermuda ("Bermuda"). The parties further agree
                that the arbitration shall take place in Bermuda. Each of the
                parties hereby irrevocably and unconditionally waives any
                objection to personal jurisdiction and the laying of venue of
                any transactions contemplated hereby in binding arbitration in
                Bermuda as set forth above, and hereby further irrevocably and
                unconditionally waives and agrees not to plead or claim in any
                court in any state, country, or jurisdiction that any such
                arbitration has been brought in an inconvenient forum or in
                violation of any rights protected by any constitutional,
                statutory, or other body or provision of law of any state,
                country, or jurisdiction.

        (i)     SUCCESSORS AND ASSIGNS - No interest or right of any party under
                this Agreement shall be assigned or transferred in any manner by
                such party to any person or entity unless wholly owned by the
                parent of the assignor, except as permitted under this Agreement
                or otherwise without the express written consent of the other
                party, which consent may not be unreasonably withheld, and any
                such attempted unpermitted or consented to assignment or
                transfer shall be null and

        (j)     WAIVER - No waiver of any term, covenant, condition or
                obligation of this Agreement or any breach thereof shall be
                effective unless granted in writing. The waiver by any of the
                parties of any term, covenant, condition or obligation contained
                in this Agreement or any breach thereof, shall not be deemed to
                be a waiver of any other term, covenant, condition or obligation
                contained in this Agreement.

        (k)     INVALIDITY - Should any portion of this Agreement be held to be
                invalid, unenforceable or void, such holding shall not have the
                effect of invalidating or voiding the remainder of this
                Agreement and the parties hereby agree that the 



                                       30
<PAGE>   31

                portion held invalid, unenforceable or void, shall, if possible,
                be deemed amended or reduced in scope, or otherwise be stricken
                from the Agreement, to the extent required for the purposes of
                the validity and enforcement hereof.

        (l)     DELAY NOT A WAIVER - Any delay, waiver or omission by either
                party to exercise any right or power arising from any breach or
                default of the other party of any of the terms, provisions or
                covenants of this Agreement shall not be construed to be a
                waiver of any subsequent breach or default of the same or any
                other term, provision or covenant of this Agreement.

        (m)     CONSTRUCTION - The captions contained in this Agreement are for
                the convenience of the parties and shall not be construed to
                limit or otherwise define the scope of this Agreement. This
                Agreement shall not be deemed to have originated with either
                party. Words used herein in the singular, where the context so
                permits, shall be deemed to include the plural and vice versa.
                The words 'and' and 'or' have both conjunctive and disjunctive
                meanings, and 'each', 'any' and 'all' mean 'each and every'

        (n)     COUNTERPARTS - This Agreement may be executed in one or more
                counterparts, by facsimile, each of which shall be deemed an
                original and all of which, taken together, shall constitute a
                single agreement. All signatories agree to execute a conformed
                copy of this Agreement within thirty (30) days of the execution
                of counterparts thereto; provided however that the parties'
                failure to do so shall have no effect upon the validity of this
                Agreement.


                  [Remainder of Page Intentionally Left Blank]




                                       31
<PAGE>   32



               IN WITNESS WHEREOF each of the parties hereto has caused this
Agreement to be executed on its behalf by a duly authorized officer as of the
date first set forth above.

                                   "IOL"

                                   INTERTAINET OVERSEAS LICENSING LIMITED, 
                                   a Cyprus corporation



                                   By: /s/ PARIS LENAS
                                      ----------------------------------------
                                   Name: Paris Lenas
                                        --------------------------------------
                                   Title:
                                         -------------------------------------


                                   "MARKETING REPRESENTATIVE"

                                   WORLDWIDE MEDIA HOLDINGS N.V.,
                                   a Netherlands Antilles corporation


                                   By: /S/ Equity Trust (Curacao) nv
                                      --------------------------------------
                                   Name: Evert Rakers
                                   Title: Managing Director





            [Signature Page to Software Supply and Support Agreement]




                                       32
<PAGE>   33

       SCHEDULE "A" TO THE SOFTWARE SUPPLY AND SUPPORT AGREEMENT BETWEEN:

                   INTERTAINET OVERSEAS LICENSING LIMITED AND

                          WORLDWIDE MEDIA HOLDINGS N.V.

               This schedule is to be read in conjunction with the Agreement
between the two parties noted above. Where there are any differences between the
text of the Agreement and the contents of this Schedule A, this Schedule A shall
take precedence.

               FEES, CHARGES AND ALLOCATIONS

        (a)    All fees and amounts are in U.S. dollars.

        (b)    FEE FOR INITIAL CUSTOMIZATION: *** paid or payable as 
               follows:

                (i)     *** already paid as good faith deposit before the
                        execution of this Agreement;

                (ii)    *** payable on the Commencement Date; and

                (iii)   *** payable thirty (30) days after the Commencement
                        Date.

        (c)    Fee for subsequent Customization (i.e. after delivery of the
               Custom Client Software Application): - Marketing Representative
               will pay IOL a fee for such subsequent Customization in an amount
               mutually agreed upon by the parties on a case-by-case basis. Fees
               for subsequent Customization will be payable on installation;
               provided, however, that ten percent (10%) of the fees for
               subsequent Customization shall not be due to IOL until thirty
               (30) days after the installation.

        (d)    Interest will be charged on any past due balances of the parties
               at the rate of 1.5% per month on the outstanding balance
               including any interest previously assessed. Initial betting
               limits: See Schedule "B."

        (e) INITIAL BETTING LIMITS: See Schedule "B".




                                       A-1

--------------
*** Confidential information has been omitted and filed separately with the
    Commission.
<PAGE>   34
                                     TARGETS

        ADVERTISING TARGET - Throughout the term of this Agreement and any
        renewal, Marketing Representative shall spend Ten Thousand Dollars
        ($10,000) per month in respect of the Marketing Services.

        SALES TARGET - Sales Revenue of Two Hundred Fifty Thousand Dollars
        ($250,000) per calendar quarter , which target shall not be in effect or
        enforceable until January 1, 1999.

                          URL AND TRADEMARK INFORMATION

               Marketing Representative is licensed to use the trademark:

               Casino Australia

               IOL acknowledges and agrees that Marketing Representative may use
or develop universal resource locators (URL) and trademarks of its own in
connection with its rendering of the Marketing Services and that IOL shall nor
have any right, title, or interest in or to any such URL or trademarks. Such URL
and trademarks include, without limitation:

               1.     Casino Australia




                                      A-2

<PAGE>   35
                 SCHEDULE "B" TO THE SOFTWARE SUPPLY AND SUPPORT
                               AGREEMENT BETWEEN:

                   INTERTAINET OVERSEAS LICENSING LIMITED AND

                          WORLDWIDE MEDIA HOLDINGS N.V.



                              Contract Deliverables

        All of the following shall be included within the Fee for Initial
Customization and shall be substantially installed by March 13, 1998, and the
balance shall be installed no later than April 12, 1998:

        A.      Available For March 13th Launch

        ECASH

        1.      Disallow all accounts with mailing or billing addresses in the
                USA, from purchasing ECASH to play live gambling.

        DOWNLOAD FILES

        Provide a self-extracting installation file for the single-game of
        Blackjack.

        Provide a self-extracting installation file for the standard 5-game
        suite of games Caribbean Poker, Slots, Blackjack, Video Poker and
        Roulette (no Sports Book).

        Provide self-extracting installation files with modular, individual-game
        download for each of Craps and Baccarat.

        Replace the screens ccw2.bmp, casi_int.bmp and backgrnd.bmp (along with
        associated image files) with files provided by Worldwide.

        Remove all MIDI files.

        Replace the sound files f57.wav, f86.wav and f87.wav with files provided
        by Worldwide.

        Remove all references to "InterCasino" in each file that is part of the
        installation.

        Replace "InterCasino" on Desktop icon with "Casino"



                                      B-1
<PAGE>   36
        ALL GAMES

        (iv)    Implement keyboard play that is consistent in all games. See
                Attachment A for the Unified Keyboard Interface with
                CryptoLogic.

        (v)     Modify the "HELP" navigation button and the "Rules" menubar
                selection on each game to refer to web page help.

        (vi)    Remove all references to "InterCasino" in game text and images.

        (vii)   Remove crown logo.


        CRAPS

        No change to play of game.

        Change Default Limits to the following:

        Minimum       Maximum

        $1.00         $500



        ROULETTE

        Remove "00" from table and wheel. Reconfigure the numbers on the wheel
        and the table layout to conform to the Standard European table.

        Continue to provide the American Roulette variation with both "0" and
        "00".

        Incorporate a dialog box that explains how to decrease the bet when the
        maximum bet is exceeded.

        Change Default Limits to the following:

        Minimum       Maximum

        $1.00         $100



                                      B-2
<PAGE>   37
        BLACKJACK

        No change to play of game.

        Change Default Limits to the following:

        Minimum       Maximum

        $1.00         $500



        KENO

        Not offered a March 13th.



        VIDEO POKER

        Change the "Max Bet" button functionality to play properly (auto-deal) .

        Modify the button display on "Deal/Draw" to only display "Deal" or
        "Draw" at the proper time.

        Add "10's or Better" as a fifth video poker variation.

        Include denominations of lc, 5c and 10c as allowable bets.

        Change Default Limits to the following:

        Minimum       Maximum

        $0.01         $5 x 5 coins



        CARIBBEAN POKER

        1)      No change to play of game.

        2)      Change Default Limits to the following:

        Minimum       Maximum

        $1.00         $100



                                      B-3
<PAGE>   38
        RED DOG

        Not offered on March 13th.



        PAI GOW POKER

        Not offered on March 13th.

        SLOTS

        1)      Include denominations of lc, 5c and 10c as allowable bets.

        2)      Change Default Limits to the following:

        Minimum       Maximum

        $0.01         $5 x 3 coins



        BACCARAT

        No change to limits or play of game.

        No change to Default Limits:

        Minimum       Maximum

        $5.00         $100



        B.      AVAILABLE 30 DAYS AFTER MARCH 13TH LAUNCH

        DOWNLOAD FILES

        1)      Provide self-extracting installation files with modular
                individual-game download for each of Video Poker, Slots,
                Caribbean Poker, Roulette Keno, Red Dog, Pai Gow, and Sports
                Book.



                                      B-4
<PAGE>   39
        ALL GAMES

        Modify the use of "Chips-In-Hand" to something less confusing.

        Display winnings in dollars and not just betting units. For example,
        "You Win 9" should read, "You Win $45" if the betting unit is $5.



        CRAPS

        Change Default Limits to the following:

        Minimum              Maximum

        $0.25                $100 inside bets
        $1.00 table min.     No max on aggregate inside bets
        $1.00 outside bets.  $300 outside bets
        $25 max on each ___________


        ROULETTE

        1)      Leave winning bids on the table.

        2)      The marker needs to be placed on top of the winning bids (i.e.
                indicating winning bets).

        3)      Provide $0.05 and $0.25 chips

        4)      Change Default Limits to the following:

        Minimum              Maximum

        $0.25                $100 inside bets
        $1.00 table min.     No max on aggregate inside bets
        $1.00 outside bets.  $300 outside bets
        $25 max on each ___________


        BLACKJACK

        1.      No change from March 13th.



                                      B-5
<PAGE>   40
        KENO

        1.      Change pay table per input from Worldwide

        2.      Make noise when numbers hit,



        VIDEO POKER

        1)      Change "Jacks or Better" variation to play 9/6 instead of 8/5 or
                provide a 8/5 progressive.

        2)      Change deuces on "Deuces Wild" game to make them standout.



        CARIBBEAN POKER



        RED DOG

        A raise should trigger a draw, but will not implement because we need to
        let the player change his/her mind to increase or decrease the amount of
        the ante.



        PAI GOW POKER

        Change the play of the game so that the hand is not forfeit if the
        player attempts to use a two-card low hand that is higher than the rank
        of the five-card hand. Instead, display a message and require the player
        to correct the mistake.



        SLOTS

        Change pay tables per input from Worldwide.

        Remove "ghosting" on the reels.

        Add five and eight-line slots.

        Light-up pay table according to the number of coins played (may be in
        CDROM distribution only).

        Allow number of active symbols to vary per reel (e.g., cherries on first
        reel, 2 cherries on second reel and 8 cherries on third reel).



                                      B-6
<PAGE>   41
        Modify the symbols on the reels so that the red 7s (light versus dark
        color) are easier to distinguish from each other.

        Implement the odds/payout tables so that they can be denomination
        dependent.



        BACCARAT

        1.      No change from March 13th.



                                      B-7