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Memorandum of Agreement - Inc. and Antico Holdings SA

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Memorandum of Agreement

Entered into this 30/th/ day of September, 1999.

by and between,Inc ("Pker")


Antico Holdings SA ("Antico")
(in course of formation)


     i)    Pker has acquired from UniNet Technology Inc the world wide licensing
           rights to the url/domain for licensing gaming software,
           marketing, opt-in advertising, banner ads and e-commerce.

     ii)   Pker has purchased a licensing and programming agreement with ASF
           Software Inc. which allows them use and/or sub-license their multi-
           player poker gaming software.

     iii)  Pker has paid to set up 2 servers and 2 tape back-ups in Costa Rica
           to run the ASF software

     iv)   Pker is not in the business of owning or operating an on-line gaming
           site but is in the business of selling turnkey gaming software

     v)    Antico wishes to purchase from Pker a turnkey sub-license to own and
           operate a gaming site.

     vi)   Antico wishes to sub-lease from Pker the right to use the url
  to own and operate an on-line gaming site.

     vii)  Antico has no internet marketing expertise to develop the gaming site
           into a viable operation.

     viii) Pker has the expertise and the skill set to bring players to an on-
           line poker casino.

     NOW THEREFORE for valuable consideration given and received, the parties
     hereby agree as follows

     1.   Pker hereby agrees to provide Antico with the world wide rights to use
          the URL to operate an on-line gaming site on the

          The term of this license expire July 16, 2098

     2.   Antico hereby agrees to purchase from Pker a turnkey gaming site which

     3.   a)   The non exclusive license to use the ASF Software at the
 web site as more fully described in the Sub-licensing
          agreement attached annexure "A" and

          b)   The servers which have been installed by TicoNet

          The term of this license shall be for a period of 1 year and shall be
          automatically renewed unless cancelled in writing on 90 days notice.

     4.   The purchase consideration for the turnkey gaming software sublicense
          shall be the sum of US$200,000 payable over 4 years. Payments shall be
          made at the rate of $50,000 p.a. plus interest at 6% p.a. The first
          payment to be made within 12 months of signing hereof an annually

     4.   In consideration for the licensing rights to exclusively use the
 url to operate an on-line casino./card-room and for
          Pker's undertaking the marketing of the web-site, Antico will pay Pker
          a fee based on 20% of each deposit that is made by a player signing up
          to play poker or any other card or casino game that Antico may offer
          now or in the future. The expected average deposit is $250 and Pker
          will therefore earn $50 from each deposit received by Antico.

     5.   Antico hereby irrevocably appoints Pker to be their exclusive
          marketing agent.

     6.   Pker will market the casino site for Antico by advertising the
          facility on the internet and in main-line magazines. Pker will also
          develop an opt-in newsletter to promote the website.

     7.   Pker will use their best efforts to develop into the busiest
          gaming portal on the Internet. The portal will direct traffic to the
 multi-player poker game.

     8.   Payments in respect of the marketing fees will be made by Antico to
          Pker monthly in arrears.

     9.   Antico is aware that Pker will be marketing and selling gaming
          software sub-licenses to other potential casino and/or card-room
          operators who will compete with Antico.

               /s/ C. Barbosa                     /s/ * * * * *
               ----------------------             --------------------------
      Inc.                     Antico Holdings SA
               C. Barbosa                         * * * * *