printer-friendly

Sample Business Contracts

Master Software Sub License Agreement - Casino Marketing SA and Gamingtech Corp.

Sponsored Links

                     MASTER SOFTWARE SUB LICENSE AGREEMENT

This Agreement made as of the 29th day of November, 1999.

BETWEEN:

               CASINO MARKETING S.A. a body corporate with offices at the City
               of San Jose, Costa Rica (the "Master Licensee")

OF THE FIRST PART

AND

              GAMINGTECH CORPORATION a body corporate with offices at Belize
              City, Belize, Central America ("Gamingtech").

                                            OF THE SECOND PART

     WHEREAS Gamingtech is in the gaming software licensing business.

     AND WHEREAS the Master Licensee is in the business of selling software
gaming licenses and wishes to sub license the Software.

     AND WHEREAS Gamingtech owns certain interactive gaming software and the
Master Licensee desires to license the object code for such software.

     AND WHEREAS Gamingtech is willing to grant the Master Licensee a non
exclusive, non transferable license to the object code for such software for
subsequent sub licensing, subject to the terms and conditions of this Agreement.

     NOW THEREFORE, in consideration of the mutual promises, covenants and
obligations contained herein, the parties agree as follows:

1.   INTERPRETATION

1.1.   Words and phrases used herein have the following meaning:

1.1.1. "Agreement" means this Master Software Sub License Agreement, including
       Schedules "A", "B", "C" and "D" attached hereto.

1.1.2. "Business" means the operation and management of an online Internet
       entertainment and game playing website, including all satellite or
       additional websites using the Software by any and all persons or
       corporations as permitted hereunder.

1.1.3. "Client Software" means the user interface portion of the Software.

1.1.4  "Dollar" or '$' means United States dollars.

Page 1
<PAGE>

1.1.5.  "Electronic Distribution" means the electronic delivery of computer
        software using on-line services, the Internet, phone lines, cable
        systems, servers, satellite or other public or private access network or
        electronic communication mediums.

1.1.6.  "End User" means an individual whom the Master Licensee, or any
        permitted third party, permits to access and utilize, but not to further
        distribute, the Software

1.1.7.  "Gross Revenues". means gross income which is received by any PCI Sub
        Licensee in connection with that PCI Sub Licensee's operation of a
        Business utilizing the Software, which shall be calculated, with respect
        to each server and database operated using the Software by a PCI Sub
        Licensee, as the total dollars wagered on all games less all payoffs,
        but before any operating, administrative or other expenses, federal,
        provincial, or foreign sales, excises or other taxes or tariffs imposed
        on the use of the Software. For the purposes of this Agreement Gross
        Revenues shall not include any negative amount. Where Gross Revenues
        from the Business of a PCI Sub Licensee for a period result in a
        negative number, Gross Revenues for that particular PCI Sub Licensee for
        that period shall be deemed to be zero.

1.1.8.  "Master License Fee" means the aggregate $100,000 payable by the Master
        Licensee to Gamingtech pursuant to Clause 5.1 hereof

1.1.9.  "License Fees" means the fees payable by the Master Licensee to
        Gamingtech pursuant to Clause 5.3.

1.1.10. "Software" means the object code versions of the computer software
        described in Schedule "A" herein.

1.1.11. "Master License" means the limited night to sub license the Software
        provided to the Master Licensee hereunder.

1.1.12. "CM Sub License" means the limited right to use the Software which is
        provided to a third party by the Master Licensee in accordance with the
        terms of this Agreement and pursuant to a duly executed CM Sub License
        Agreement.

1.1.13. "CM Sub Licensee" means a third party holding a CM Sub License.

1.1.14. "CM Sub License Agreement" means the form of agreement set out in
        Schedule D hereto.

1.1.15. "Set Up Fee" means the $40,000 payable by the Master Licensee to
        Gamingtech in respect of each and every CM Sub License, pursuant to
        Clause 5.2 hereof

1.2.    Currency

Unless otherwise indicated, all dollar amounts referred to in this Agreement are
expressed in United States Dollars.

1.3     Sections and Headings

        The division of this Agreement into sections and the insertion of
        headings are for

Page 2
<PAGE>

     convenience of reference only and shall not affect the interpretation of
     this Agreement. Unless otherwise indicated, any reference in this Agreement
     to a section or a Schedule refers to the specified section of or Schedule
     to this Agreement.

1.4. Number, Gender and Persons

     In this Agreement, words importing the singular number only shall include
     the plural and vice versa, words importing gender shall include all genders
     and words importing persons shall include individuals, corporations,
     partnerships, associations, trusts, unincorporated organizations,
     governmental bodies and other legal or business entities.

1.5. Accounting Principles

     Any reference in this Agreement to generally accepted accounting principles
     refers to generally accepted accounting principles as approved from time to
     time by the Canadian Institute of Chartered Accountants or any successor
     institute. This reference shall not be construed so as to imply any
     attornment to Canadian jurisdiction or laws.

1.6. Time of Essence

     Time shall be of the essence of this Agreement.

1.7. Severability

     If any provision of this Agreement is determined by a court of competent
     jurisdiction to be invalid, illegal or unenforceable in any respect, such
     determination shall not impair or affect the validity, legality or
     enforceability of the remaining provisions hereof, and each provision is
     hereby declared to be separate, severable and distinct.

1.8. Successors and Assigns

     This Agreement shall inure to the benefit of and shall be binding on and
     enforceable by the parties and, where the context so permits, their
     respective successors and permitted assigns.

1.9. Amendment and Waivers

     No amendment or waiver of any provision of this Agreement shall be binding
     on any party unless consented to in writing by such party. No waiver of any
     provision of this Agreement shall constitute a waiver of any other
     provision, nor shall any waiver constitute a continuing waiver unless
     otherwise expressly provided.

1.10 Schedules

     The following Schedules are attached to and form part of this Agreement:

     Schedule A - Software
     Schedule B - End User License Agreement
     Schedule C - Description of Software
     Schedule D - CM Sub License Agreement

2.   GRANT OF MASTER SUB LICENSE

Page 3
<PAGE>

2.1  Master Sub-License: Subject to the terms and conditions hereof Gamingtech
     hereby grants to the Master Licensee and the Master Licensee accepts from
     Gamingtech: (1) a worldwide, nonexclusive non transferable right to sub
     license the Software only in connection with the Business to be operated by
     a CM Sub Licensee pursuant to the terms of an executed CM Sub License
     Agreement and to permit the CM Sub Licensee to transmit the Client Software
     only in object code form to End Users by means of Electronic Distribution;
     and (ii) a worldwide, non-exclusive non transferable right to permit a CM
     Sub Licensee, pursuant to the terms of an executed CM Sub License
     Agreement, to grant to End Users the right to use the Client Software in
     object code form, only while connected to a server on which the server
     component of the Software is installed.

2.2  End User License Agreement: The Master Licensee shall ensure that all CM
     Sub Licensees display to End Users an End User License Agreement ("EULA")
     prior to download of the Client Software by End User. Such EULA shall
     contain provisions which exclude Gamingtech and its parent and subsidiary
     corporations from all liabilities related to the End Users use of the
     Client Software, and in any event shall contain provisions substantially
     similar to those contained in Schedule "B" hereto. The EULA shall be
     provided in a format that the End User may download onto End User's hard
     disk. The Master Licensee shall ensure that all CM Sub Licensees require
     all End Users to either accept or reject the terms and conditions of the
     EULA by means of a point and click mechanism or other mechanism acceptable
     to Gamingtech prior to the download of the Client Software and, in the
     event End User rejects the EULA, End User shall not be permitted to
     download the Client Software. The Master Licensee agrees that the mechanism
     used by the Master Licensee and all CM Sub Licensees to require End Users
     to accept or reject the EULA shall be in a form which will record and store
     all End Users acceptance of the EULA for future reference.

2.3. Restrictions: Neither the Master Licensee nor any CM Sub Licensee shall
     authorize or permit any third party, to reverse engineer, decompile or
     disassemble the Software or to attempt to do the same. If the Master
     Licensee becomes aware of the source code of the Software it shall not make
     use of or disclose the same to any party.

2.4. No Further Sub-License: The Master Licensee shall have no night to sub
     license or otherwise make available the rights granted to it hereunder
     except in accordance with an executed CM Sub License Agreement. The Master
     Licensee shall not make any changes to the form of the CM Sub License
     Agreement which shall, in the sole opinion of Gamingtech, diminish the
     rights of or increase the liability of Gamingtech or the Master Licensee to
     any third party. A CM Sub Licensee shall have no right to sub-license or
     otherwise make available the rights granted to the CM Sub Licensee by the
     Master Licensee to any third party (related or otherwise) and such rights
     shall only be used by the CM Sub Licensee in connection with its operation
     of the Business which shall be comprised of the installation of the
     Software on one server for each CM Sub Licensee and the maintenance of one
     data base only and which may include multiple websites with individual
     URL's which are directed to such single server and single database
     permitted for each CM Sub Licensee.

2.5. No Business by Master Licensee: The Master Licensee shall not operate any
     Business and shall not permit any parent, associate, affiliate or third
     party to operate any Business except

Page 4
<PAGE>

     pursuant to the terms of an executed CM Sub License Agreement.

3.   GOVERNMENT APPROVALS

3.1  The Master Licensee warrants and represents that it has or will have
     obtained prior to commencing any activities pursuant to this Agreement, all
     required government approvals and permits as of the date of this Agreement
     in order to sub license the Software as provided herein and will ensure
     that all CM Sub Licensees hold all required government approvals and
     permits in order to use the Software in their Business, including Internet
     gaming licenses, and to operate their Business and that they will maintain
     such approvals and pen-nits throughout the term of this Agreement and any
     CM Sub License Agreement and obtain any government approvals and permits
     that subsequently become required during the term of this Agreement or any
     CM Sub License Agreement.

OWNERSHIP

4.1  Software: Except for the limited distribution and sub license rights
     granted to the Master Licensee hereunder, Gamingtech retains all right,
     title and interest, including intellectual property rights, in and to the
     Software, as between Gamingtech, the Master Licensee and all CM Sub
     Licensees.

4.2  Proprietary Rights Notices: Neither the Master Licensee nor any CM Sub
     Licensee shall remove any copyright or other proprietary rights notices
     contained within the Software.

5.   PAYMENT

5.1  Master License Fee: In consideration of the nights granted by Gamingtech to
     the Master Licensee hereunder, the Master Licensee shall pay Gamingtech
     the Master License Fee as to $30,000 upon execution of this Agreement and
     shall pay Gamingtech four (4) $17,500 license fee payments, the first of
     which shall be due on the date which is three (3) months from the date
     hereof and shall make three (3) subsequent $17,500 payments to Gamingtech
     on the dates which are six (6), nine (9) and twelve (12) months from the
     date of this Agreement, respectively. Interest shall accrue on the balance
     of $70,000 represented by the four $17,500 payments at the rate of six (6%)
     percent per annum calculated annually and payable quarterly at the same
     time as the four payments are to be made.

5.2  Master License Fees: In respect of each and every CM Sub License Agreement,
     the Master Licensee shall pay Gamingtech a Set Up Fee of $40,000 and shall
     pay Gamingtech monthly License Fees as set forth in Clause 5.3. Each CM Sub
     Licensee shall acquire an appropriate server for installation of the
     Software and shall acquire all appropriate third party software, including,
     without limiting the generality of the foregoing, the following third party
     software:

              Crystal Reports 7.0
              PC Anywhere
              MSSQL 6.5 or 7.0
              Microsoft NT Server with SP4

Page 5
<PAGE>

5.3.  License Fees: As further consideration of the rights granted to the Master
      Licensee hereunder, the Master Licensee shall pay to Gamingtech an ongoing
      License Fee calculated as 15% of the Gross Revenue of each and every CM
      Sub Licensee for the term of each CM Sub License Agreement and any
      extensions thereof.

5.4.  Payment: The Master Licensee shall pay License Fees to Gamingtech under
      Clause 5.3 on a monthly basis commencing 45 days after each particular CM
      Sub Licensee commences a Business as determined by Gamingtech. License
      Fees shall be calculated monthly and paid within fifteen (15) days of the
      end of each month thereafter and the Master Licensee shall include, with
      each payment of License Fees, a report specifying the Gross Revenue earned
      by each and every CM Sub Licensee during the period. Any net loss or
      negative revenues of a CNI Sub Licensee in a particular month shall be
      treated as zero Gross Revenues for the month for that CM Sub Licensee and
      there is no carry forward of such amounts in the subsequent calculation of
      Gross Revenues for that CM Sub Licensee.

5.5   The obligation of the Master Licensee to pay Set Up Fees or License Fees
      to Gamingtech in respect of a CM Sub License shall not be diminished or
      suspended, in any respect because of the failure of a CM Sub Licensee to
      make any type of payment to the Master Licensee under the terms of a CM
      Sub License Agreement.

5.6   Website: The Master Licensee and all CM Sub Licensees shall be responsible
      for all website design, construction and all costs associated therewith.

5.7.  Taxes: The Master Licensee and each CNI Sub Licensee shall be responsible
      for paying all use, sales or value added taxes, duties or governmental
      charges, whether presently in force or which come into force in the
      future, related to the deliveries and payments hereunder or under the
      terms of a CM Sub License Agreement.

5.8.  Records: The Master Licensee and each CM Sub Licensee will maintain, in
      accordance with generally accepted accounting principles, complete and
      accurate books and records in respect of this Agreement, all CM Sub
      License Agreements and the CM Sub Licensee's operation of a Business and
      the Gross Revenue and other amounts received in connection therewith and
      all License Fees due or paid to Gamingtech thereunder.

5.9.  Audit: Gamingtech shall have the right, on reasonable notice to the Master
      Licensee to a cause the Master Licensee, no more often than once in any
      twelve (12) month period, in respect of the Master License or a particular
      CM Sub License, to appoint an independent third party to examine the
      Master Licensee's books and records, or to cause the Master Licensee to
      appoint an independent third party to examine a CM Sub Licensees books and
      records, in each case, during regular business hours, in order to verify
      compliance with the terms of this Agreement or any CM Sub License
      Agreement. Any such audit shall be at the expense Gamingtech unless the
      audit reveals an underpayment by the Master Licensee or a PCI Sub Licensee
      of greater than five (5%) percent in which case the audit shall be at the
      expense of the Master Licensee or the CM Sub Licensee, as the case may be.
      The Master Licensee shall forthwith pay to Gamingtech the amount of any
      deficiency identified by the audit.

5.10. Notwithstanding the provisions of Clause 5.2, the Master Licensee shall
      not be required to pay a Set Up Fee to Gamingtech in respect of the first
      CM Sub License granted by the Master Licensee only, however the Master
      Licensee shall pay all License Fees in respect of such first CM Sub
      License as set out in Clause 5.3. This Clause 5.9 represents a one time
      only exemption from the obligation of the Master Licensee to pay the Set
      Up Fee in respect of one CM Sub Licensee only.

6.    SUPPORT

6.1.  Upgrades: Provided that the Master Licensee or any CM Sub Licensee is not
      then in default hereunder or under the terms of a CM Sub License
      Agreement, during the term of this Agreement Gamingtech shall provide
      certain upgrades to the Software, designated as such by Gamingtech, to the
      Master Licensee or any such CM Sub Licensee,

Page 6
<PAGE>

     at no cost. All upgrades to the Software shall be considered Software for
     the purposes of this Agreement. Upgrades to the Software shall consist of
     new games and language localization, as designated as such from time to
     time by Gamingtech.

6.2. Other Services: If services beyond Gamingtech's warranty obligations are
     requested by the Master Licensee or any CM Sub Licensee and Gamingtech
     elects to provide such service, the Master Licensee or the CM Sub Licensee
     as the case may be, shall be required to pay additional fees for such
     services on the basis of the applicable rates then in effect for
     Gamingtech, but Gamingtech shall be entitled to terminate such service at
     any time, without notice. Any work performed outside of the hours of 8:30
     a.m. to 5:30 p.m., local time of the place where services are performed,
     Monday through Friday exclusive of Belizian statutory holidays, shall be
     charged at the applicable overtime rates.

6.3. Responsibility for Toll Charges: For any of the services referred to in
     Clause 6.2 it shall be the Master Licensee's responsibility to pay for or
     reimburse Gamingtech for any toll charges incurred in order to respond to
     inquiries or to obtain access to the particular system by telephone.

6.4. Responsibility for Payment: The Master Licensee shall be invoiced the
     amounts calculated under Clause 6.2 at the end of the month in which
     services were provided. The Master Licensee shall be required to pay
     invoices received within thirty (30) days following receipt failing which
     interest shall be payable thereon at the rate of twenty-four (24%) per cent
     per annum. If services were performed for the benefit of a CM Sub Licensee,
     the Master Licensee shall be responsible for payment unless the Master
     Licensee has not been informed of the services prior to the provisions
     thereof, and has objected to its payment obligations.

GAMINGTECH WARRANTIES, REPRESENTATIONS AND COVENANTS

     Gamingtech warrants, represents and covenants to the Master Licensee that:

7.1. Capacity: It has the necessary capacity to enter into this Agreement.

7.2. No Infringement: To the best of its knowledge, information and belief, the
     rights of the Master Licensee as provided hereunder will not infringe upon
     any patents or copyrights of

Page 7
<PAGE>

     any third party.

7.3  IP Tracking: Gamingtech warrants that the IP tracking capability of the
     Software will enable the Master Licensee and any CM Sub Licensee to
     monitor/track traffic emanating   from a satellite website properly
     configured, maintained and connected to a server on which the Software is
     properly installed.

7.4. Program Error: Gamingtech warrants that if program errors (defects in the
     Software which prevent substantial conformance to the Software
     Specifications set out in Schedule C hereto) occur during the term of this
     Agreement then, provided that:

     iii.  the Master Licensee provides prompt notice to Gamingtech of such
           program error;
     iv.   the Master Licensee provides a full and complete disclosure of the
           program error and any input or output necessary to assess the same;
     V.    this Agreement remains in effect and the Master Licensee is not then
           in default hereunder;
     vi.   the Master Licensee allows Gamingtech access to the Software via the
           Internet at any and all times and from such place as Gamingtech may
           reasonably designate from time to time;
     vii.  the Software or the server on which the Software was originally
           installed has not been modified by the Master Licensee or any third
           party; and
     viii. provided the program error can be reproduced on Gamingtech's current
           Software.

     Gamingtech will use reasonable efforts to correct such errors within 60
     days following receipt of notice from the Master Licensee of such defects.
     If the parties hereto disagree as to whether a program error is
     Gamingtech's responsibility hereunder, it shall be the Master Licensee's
     obligation to demonstrate and document the program error in the Software.
     The Master Licensee acknowledges that its only remedy available in relation
     to the occurrence of a program error and the only remedy of a CM Sub
     Licensee in respect of a program error, shall be to require Gamingtech to
     use reasonable efforts to correct the same and that Gamingtech shall not be
     liable for any damages resulting from the occurrence of a program error
     however caused, subject to Section 10.

7.5. Upgrades: During the term of this Agreement Gamingtech shall provide the
     Master Licensee with upgrades as provided in Clause 6.2. As a result,
     Gamingtech's warranty obligations hereunder are contingent on the
     MasterLicensee being able to reproduce the error conditions on Gamingtech's
     current Software. If the error conditions shall not be so reproduced, the
     error conditions shall not be considered to be errors within the Software
     and therefore Gamingtech shall not be required to perform further services
     in relation to the error conditions stated in Clause 7.4.

7.6. Backup Copy: The Master Licensee agrees to maintain and shall cause all CM
     Sub Licensees to maintain a current backup copy of the Software and to make
     the same available to Gamingtech at Gamingtech's request.

7.7  Non Warranty Items: Examples of service not covered by Gamingtech's
     warranty include, but are not limited to:

     i.    service required due to failure of hardware;

Page 8
<PAGE>

      ii.   service required due to unauthorized modification to the Software or
            interference caused by third party software installed on a server;
      iii.  service required due to improper installation of Software, if the
            Software has not been installed by Gamingtech;
      iv.   failure of software other than the Software as defined hereunder;
      v.    force majeure;
      vi.   default or negligence of the Master Licensee;
      vii   improper use or misuse of the Software or the hardware; and
      viii. providing operating services, accessories or supplies.

7.8.  No obligation to CM Sub Licensee: Gamingtech shall have no obligation to
      any CM Sub Licensee in connection with any matter, including warranty
      matters related to the Software and shall only be obligated to deal with
      the Master Licensee in respect of any and all warranty matters.

7.9.  Limitation: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT THE SOFTWARE IS
      PROVIDED AND SUB LICENSED "AS IS" AND THERE ARE NO WARRANTIES,
      REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL,
      ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE,
      COURSE OF PERFORMANCE OR SERVICE PROVIDED HEREUNDER OR IN CONNECTION
      HEREWITH BY GAMINGTECH. EXCEPT AS EXPRESSLY PROVIDED HEREIN GAMINGTECH
      DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABLE QUALITY,
      NONINFRINGEMENT, MERCHANTABILITY, DURABILITY OR FITNESS FOR A PARTICULAR
      PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT
      LIMITED TO STATEMENTS REGARDING PERFORMANCE OF THE SOFTWARE, WHICH IS NOT
      CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY
      GAMINGTECH.

7.10. No Variation: NO AGREEMENTS VARYING OR EXTENDING THE ABOVE WARRANTY OR
      LIMITATIONS WILL BE BINDING ON GAMINGTECH UNLESS IN WRITING AND SIGNED BY
      AN AUTHORIZED REPRESENTATIVE OF GAMINGTECH.

8.    MASTER LICENSEE'S WARRANTIES, REPRESENTATIONS AND COVENANTS

The Master Licensee warrants, represents and covenants to Gamingtech as follows
and acknowledges that Gamingtech is relying on such warranties, representations
and covenants in entering into this Agreement and the transactions contemplated
in this Agreement:

8.1   Capacity: The Master Licensee has the necessary capacity to enter into
      this Agreement and shall use or permit the use of the Software only in
      accordance with in compliance with the laws of the Jurisdiction in which a
      Business is conducted by a CM Sub Licensee or the Software is to be used
      and in accordance with generally accepted gaming industry standards and
      practices.

Page 9
<PAGE>

8.2. Access: In order to satisfy any warranty matters, the Master Licensee shall
     provide Gamingtech with access to the Software in use by all CM Sub
     Licensees via the Internet using such software for such purposes as
     Gamingtech may determine.

8.3. Bandwidth: Master Licensee will ensure that all CM Sub Licensees supply an
     adequate amount of bandwidth to ensure remote access by Gamingtech for the
     purpose of warranty maintenance and upgrades.

8.4  Master Licensee Business: The Master Licensee shall not conduct the
     Business or use the Software in connection with the Business and shall only
     sub license the Software, or pen-nit the use of the Software pursuant to
     executed CM Sub License Agreements.

8.5. No Modification: The Master Licensee shall not modify the terms of the CM
     Sub License Agreement from that form set out as Schedule D hereto in any
     manner which, in the sole opinion of Gamingtech would reduce the rights of
     or increase the liability of Gamingtech to any third party without, in each
     case, first obtaining the written approval of Gamingtech. Any consent to a
     modification of the CM Sub License Agreement shall not be deemed or
     considered a continuing consent to modifications and all modified CM Sub
     License Agreements shall require the prior written approval of Gamingtech.

9.   INFRINGEMENT

9.1. Defence and Settlement: If notified promptly and in writing of any action
     (and all prior related claims) brought against the Master Licensee alleging
     that the Master Licensee's use of the Software under this Agreement
     infringes any valid Canadian or United States patent or copyright,
     Gamingtech may, subject as provided below, defend and settle that action at
     its expense and may, subject as provided below, pay the costs and damages
     of any type finally awarded against the Master Licensee in the action, but
     is not obligated to do so, and provided that (i) Gamingtech shall have sole
     control of the defense of any such action and all negotiations for its
     settlement or compromise; and (ii) the Master Licensee and where applicable
     those for whom the Master Licensee is responsible, cooperates fully with
     Gamingtech in its defense of the action. If the Master Licensee receives
     notice of a valid claim or demand regarding infringement, or if the use of
     the Software shall be prevented by injunction, Gamingtech shall, at its
     option and expense either (i) procure for the Master Licensee the right to
     continued use of the Software as provided hereunder, (ii)modify the
     Software so that it is no longer infringing, (iii)replace the Software with
     computer software of equal capability, or (iv) terminate this Agreement as
     to the infringing Software; provided that Gamingtech agrees that it will
     exercise any of the options (1) to (iii) prior to exercising option (iv)
     if, in Gamingtech's opinion, such options are commercially feasible to
     Gamingtech. The foregoing indemnification does not extend to any claim
     arising out of a modification to the Software by any party other than
     Gamingtech to the extent such claim would not have arisen had such
     modification not been made, any combination of the Software with any other
     software or hardware to the extent such claim would not have an' sen had
     such combination not been made, or the use or distribution of the Software
     other than as permitted under this Agreement or a CM Sub License Agreement
     and the Master Licensee shall indemnify and hold Gamingtech harmless from
     any infringement arising therefrom. THE FOREGOING STATES THE ENTIRE
     LIABILITY AND OBLIGATIONS OF GAMINGTECH TO THE MASTER LICENSEE OR ANY CM
     SUB LICENSEE AND THE

Page 10
<PAGE>

      EXCLUSIVE REMEDY OF THE MASTER LICENSEE OR ANY CM SUB LICENSEE WITH
      RESPECT TO ANY ALLEGED INTELLECTUAL PROPERTY INFRINGEMENT.

10.   LIMITATION OF LIABILITY

10.1. Limitation of Liability: IN NO EVENT WILL GAMINGTECH OR ANY ASSOCIATE,
      AFFILIATE, PARENT OR SUBSIDIARY CORPORATION OF GAMINGTECH, BE LIABLE TO
      THE MASTER LICENSEE OR ANY CM SUB LICENSEE FOR INCIDENTAL, INDIRECT,
      SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM
      LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS
      AGREEMENT OR ANY CM SUB LICENSE AGREEMENT OR THE USE OR PERFORMANCE OF THE
      SOFTWARE, OR OTHER GAMINGTECH PROVIDED MATERIAL OR SERVICES WHETHER IN AN
      ACTION IN CONTRACT OR TORT INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND
      WHETHER OR NOT GAMINGTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
      DAMAGES.

10.2. Aggregate Liability: Without limiting the general exclusion of liability
      as provided in Clause 10.1, the liability of Gamingtech and any of its
      associates, affiliates, parent or subsidiary corporations to the Master
      Licensee whether for negligence, breach of contact, misrepresentation or
      otherwise shall in respect of a single occurrence or a series of
      occurrences shall in no circumstances exceed the $ 100,000 aggregate cash
      payments actually made to Gamingtech as the Master License Fees under
      Clause 5.1 of this Agreement.

11.   MASTER LICENSEE INDEMNIFICATION

11.1  Indemnification: The Master Licensee agrees to indemnify and save
      Gamingtech and its associates, affiliates, parent or subsidiary
      corporations harmless from and against any and all claims, demands, costs
      and liabilities (including all reasonable legal and attorney fees and
      expenses) of any kind whatsoever, arising directly or indirectly out of
      claims brought by CM Sub Licensee, End Users or any third party, and/or
      brought under any law, including without limitation any government
      department or agency as a result of (i) the combination or use of the
      Software with any other software, hardware or other material, (ii) the
      transmission of the Client Software or the use of the Client Software by
      an End User, (iii) breach of Section 8 warranties; (iv) the operation and
      management of a Business by any CM Sub Licensee; or (v) any act or
      omission by the Master Licensee or a CM Sub Licensee regarding the use of
      the Software.

12.   CONFIDENTIALITY

12.1  Proprietary Information: Documentation and information (including
      electronically, orally or visually disclosed information) are confidential
      and "Proprietary Information" for the purposes of this Section 12 if (a)
      it is designated as confidential or proprietary, by letter, stamp or
      legend (b) it would be apparent to a reasonable person, familiar with the
      disclosing party's business or the industry in which it operates, that
      such information is of a confidential or proprietary nature, or the
      disclosing party, within ten (10) days of a disclosure, indicates

Page 11
<PAGE>

      to the receiving party that such disclosure is confidential. Proprietary
      Information shall not include information defined as Proprietary
      Information above which the receiving party can conclusively establish (1)
      was in the possession of the receiving party at the time of disclosure;
      (ii) prior to or after the time of disclosure becomes part of the public
      domain without the act or omission of the party to whom it was disclosed;
      (111) is disclosed to the receiving party by a third party under no legal
      obligation to maintain the confidentiality of such information; or (iv)
      was independently developed by the receiving party. All such Proprietary
      Information shall be treated confidentially by the receiving party and its
      employees, contractors and agents and shall not be disclosed by the
      receiving party without the disclosing party's prior written consent.
      However, the receiving party may disclose Proprietary Information of the
      disclosing party in accordance with judicial or other governmental order,
      provided that receiving party shall give the disclosing party reasonable
      notice prior to such disclosure and shall comply with any applicable
      protective order or equivalent.

12.2. Treatment of Proprietary Information: Neither party shall in any way
      duplicate all nor any part of the other party's Proprietary Information,
      except in accordance with the terms and conditions of this Agreement. Each
      party shall have an appropriate agreement with each of its employees,
      contractors, agents and sub licensees having access to the other party's
      Proprietary Information sufficient to enable that party to comply with all
      the terms of this Agreement. Each party agrees to protect the other's
      Proprietary Information with the same standard of care and procedures
      which it uses to protect its own trade secrets and confidential or
      proprietary information of like importance and, in any event, shall adopt
      or maintain procedures reasonably calculated to protect such Proprietary
      Information.

12.3. Further Treatment of Proprietary Information: Each party agrees to hold
      the other party's Proprietary Information in trust and confidence for such
      party and not to use the same other than as expressly authorized under
      this Agreement. Each party agrees not to disclose any such Proprietary
      Information without the prior written consent of the other, to anyone
      other than that party's employees, contractors and agents who have a need
      to know same to carry out the rights granted hereunder.

12.4. Action to Protect: Each party shall promptly report to the other any
      actual or suspected violation of the terms of this Section 12, and shall
      take all reasonable steps to prevent, control or remedy such violation.

12.5  Equitable Relief In recognition of the unique and proprietary nature of
      the information disclosed by the parties, it is agreed that each party's
      remedies for a breach by the other of its obligations under this Section
      12 shall be inadequate and the disclosing party shall, in the event of
      such breach be entitled to equitable relief, including without limitation,
      injunctive relief and specific performance, in addition to any other
      remedies provided hereunder or available at law.

12.6  Proprietary Information: For the purposes of this Agreement the Software,
      and all upgrades or modifications and all materials related thereto shall
      be treated as Proprietary Information of Gamingtech disclosed to the
      Master Licensee and all information relating to the clients of the Master
      Licensee shall be treated as Proprietary Information of the Master
      Licensee disclosed to Gamingtech.

Page 12
<PAGE>

13.   TERMINATION

13.1. Term: The term of this Agreement shall be three (3 )) years commencing on
      the date hereof provided that this Agreement shall automatically renew for
      two successive three (3) year terms provided that: (i) the Master Licensee
      is not in default hereunder at the termination of the then current three
      (3) year term; (1i) the Master Licensee has not been in default during
      such term for a period of sixty (60) days on a cumulative, not consecutive
      basis and; (iii) no CM Sub Licensee is in default as at the termination of
      the then current term of this Agreement. This Agreement may be terminated
      by either party in the event of any material breach by the other party
      hereto which continues after thirty (3 0) days written notice of said
      breach (which notice shall, in reasonable detail, specify the nature of
      the breach) by the non-defaulting party to the defaulting party. A
      material breach shall include, without limitation, any breach of Sections
      2, 3, 4, 5, 8 and 12.

13.2. Effect of Termination: Upon the termination of this Agreement by any party
      and for any reason, the rights and licenses granted to the Master Licensee
      by Gamingtech and all CM Sub License Agreements shall terminate
      immediately and the Master Licensee shall and shall cause all CM Sub
      Licensees to cease use of the Software and shall, at the option of
      Gamingtech, return to Gamingtech or destroy all copies of the Software in
      the possession of the Master Licensee and all CM Sub Licensees and
      Gamingtech shall be entitled to unilaterally take any and all steps or
      actions they may deem necessary to strictly enforce this Clause 13.2.

13.3. License Fees: No termination of this Agreement shall release the Master
      Licensee from its obligations to pay Gamingtech Set Up Fees or License
      Fees which accrued prior to such termination or which shall accrue to
      Gamingtech after the effective date of such termination as a result of
      the continued use of the Software after the termination of this Agreement,
      nor shall any termination have the effect of releasing the Master Licensee
      from the provisions of Section 12 which provisions shall survive the
      termination of this Agreement.

13.4  Non Payment: Notwithstanding anything contained herein, non payment by the
      Master Licensee or any CM Sub Licensee of any Set Up Fees or License Fees
      provided for herein or in a CM Sub License Agreement, at the times
      specified therein, shall entitle Gamingtech to immediately terminate this
      Agreement or in the case of a defaulting CM Sub Licensee, to cause the
      Master Licensee to terminate the CM Sub License Agreement, as the case may
      be, and in such event Gamingtech shall be entitled to unilaterally take
      any and all such actions it may deem necessary to prevent the continued
      use of the Software.

14.   REMEDIES

14.1. If the Master Licensee breaches any of its obligations hereunder and such
      breach remains unremedied for a period of twenty-one (2 1) days from
      notice thereof, Gamingtech shall be entitled to seek equitable relief to
      protect its interests herein including but not limited to injunctive or
      other equitable relief, it being acknowledged by the Master Licensee that
      Gamingtech would suffer irreparable harm and that damages do not form an
      adequate remedy.

Page 13
<PAGE>

14.2. If the Master Licensee fails to completely abide by any term, condition or
      covenant of this Agreement or otherwise commits a breach of this Agreement
      and such breach remains unremedied for a period of twenty-one (2 1) days
      from notice thereof, then Gamingtech may, at its option, immediately
      terminate this Agreement by providing written notice as such to the Master
      Licensee.

14.3. If the Master Licensee becomes insolvent or files a petition in
      Bankruptcy, has filed against it an involuntary petition in Bankruptcy or
      a Receiver is appointed over the assets of the Master Licensee, or the
      Master Licensee commits an act of Bankruptcy, then Gamingtech may, at its
      option, immediately terminate this Agreement by written notice as such to
      the Master Licensee.

14.4. If this Agreement is terminated in accordance with the provisions hereof
      the Master License Fee as provided for in Clause 5.1 will be deemed to
      have been paid for the use of the Software during the time it was in the
      possession of the Master Licensee and as a result, in such event, the
      Master Licensee will not be entitled to any refund of the Master License
      Fee, or any portion thereof

15.   NOTICES

15.1. Notices: Any notice required or permitted to be given under the terms of
      this Agreement shall be in writing and given by personal delivery or sent
      by registered mail, postage prepaid, or by fax, to Gamingtech at 35
      Barrack Road, Belize City, Belize, Central America and in the case of the
      Master Licensee at the following address: 40" Street, 2 d Avenue, Suite
      208, San Jose, Costa Rica. Either party may change its address for notice
      by notice to the other party in the manner prescribed above. Any notice
      given pursuant to this Section shall be deemed to have been received on
      the date actually received.

16.   GENERAL

16.1. Applicable Law: This Agreement shall be governed by and construed in
      accordance with the laws of the Country of Belize and the parties attom to
      the jurisdiction of the courts of Belize in respect of all matters
      relating to the interpretation or enforcement of this Agreement.

16.2. Survival: The provisions of Sections 4, 7, 8, 9, 10, 11, 12, 13, 14, and
      16 shall survive any termination of this Agreement until expressly waived
      in writing by the party for whom they are of benefit or terminated by a
      further written agreement of the parties.

16.3. Enforceability: If any provision of this Agreement is declared by a court
      of competent jurisdiction to be invalid, illegal or unenforceable, such
      provision or part thereof which is necessary to render the provision
      valid, legal and enforceable, shall be severed from the agreement and the
      other provisions and the remaining part thereof of that provision shall
      remain in full force and effect.

16.4. Further Assurances: The parties agree to do all such things and to execute
      such further documents as may reasonably be required to give full effect
      to this Agreement.

Page 14
<PAGE>

16.5.  Entire Agreement: This Agreement constitutes the entire agreement between
       the parties concerning the subject matter hereof and cancels and
       supersedes any prior understandings and agreements between the parties
       hereto with respect thereto. There are no representations, warranties,
       terms, conditions, undertakings or collateral agreements, expressed,
       implied or statutory, between the parties other than as expressly set
       forth in this Agreement.

16.6.  Remedies: The remedies expressly stated in this Agreement shall be in
       addition to and not in substitution for those generally available at law
       or in equity, except as otherwise limited herein.

16.7.  Assignment: Neither party may assign this Agreement nor the rights
       granted hereunder without the prior written consent of the other which
       consent shall not be unreasonably withheld; provided that either party
       may assign this Agreement to a successor corporation in the event of a
       merger or other reorganization in which it is not the surviving entity;
       and provided further that Gamingtech may assign all or any part of its
       rights under this Agreement to a parent, affiliate or wholly-owned
       subsidiary; provided, in every such case, that any such successor or
       assignee organization is able to perform under this Agreement and agrees
       to be bound by the terms hereof

16.8.  Counterparts: This Agreement may be executed simultaneously in two or
       more counterparts, each of which shall be deemed to be an original and
       all of which together shall constitute one and the same instrument.

16.9.  Publicity: The Master Licensee shall not and shall ensure that all CM Sub
       Licensees shall not refer to Gamingtech nor to this Agreement or any CM
       Sub License Agreement in public releases or advertising without securing
       the prior written approval of Gamingtech.

16.10. Independent Contractors: The parties to this Agreement are independent
       contractors. No relationships of principal to an agent, master to a
       servant, employer to employee, franchiser to franchisee, partner or joint
       venturers is established hereby between the parties. Neither party has
       the authority to bind the other nor incur any obligation on its behalf.
       Gamingtech shall not take part in, have any control over or participate
       in the business of the Master Licensee or the Business of any CM Sub
       Licensee, it being the express intention and understanding of the parties
       that the CM Sub Licensees shall conduct the Business and that Gamingtech
       supply the Software only as described herein. The payment by the Master
       Licensee or CM Sub Licensees of Royalties as provided in Clause 5.3 shall
       not, and the parties hereto confirm and agree that the same shall not
       constitute any nor be construed as any participation in the business of
       the Master Licensee or the Business any CM Sub Licensee by Gamingtech.

16.11. Force Majeure: Notwithstanding anything to the contrary contained in this
       Agreement, the failure or delay in performance by either Gamingtech or
       the Master Licensee, other than in respect of the performance of payment
       obligations, shall be excused to the extent it is caused by an event
       beyond the party's control, provided that the party prevented from or
       delayed in rendering performance notifies the other party immediately and
       in detail of the commencement and nature of such cause, and provided
       further that such party uses its best efforts to render performance in a
       timely manner, utilizing to such ends all resources reasonably required
       in the circumstances. If such event continues beyond sixty (60) days,

Page 15
<PAGE>

     either party may terminate this Agreement.  Without limiting the generality
     of the foregoing, the failure of a CM Sub Licensee to make payments to the
     Master Licensee pursuant to the terms of the CM Sub License Agreement,
     shall not constitute a force majeure with respect to the Master Licensee's
     obligations to make payments to Gamingtech as provided herein.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first written above.

                                         GAMINGTECH CORPORATION


                                         Per:  /s/ Richard Latham
                                         --------------------------------------
                                         Richard Latham, President


                                         CASIONO MARKETING S.A.

                                         Per:  /s/ Victor Ramirez
                                         --------------------------------------
                                         Victor Ramirez

Page 16
<PAGE>

                                 SCHEDULE "A"

The software is a Java based virtual casino identified as a package called
CasinoCasino which resides on a Gamingtech server located in Belize City,
Belize.

Page 17
<PAGE>

                                 SCHEDULE "B "

End User License Agreement

A. ELIGIBILITY:

1. The casino is restricted to individuals of legal age of majority only. You
cannot play under any circumstances if you are not at least eighteen years of
age. Minors may not play. Participation in the activities and games of the
Internet casino is open only to the residents of those jurisdictions where such
participation is legal and not prohibited. Participation in the activities and
the games of the Internet casino is void wherever prohibited by law.

2. Player understands that the game is for entertainment value only. Player
understands and acknowledges that no purchase is necessary or required to play
the games. If a player wishes to play without betting money, he/she may do so,
on the free site only.

3. Employees of the Internet casino, the company, its licensees, distributors,
wholesalers, affiliates, subsidiaries, advertising, promotion or other agencies,
media partners, retailers and members of the immediate families of each are not
eligible to participate in the games.

B. OTHER CONDITIONS

Player is not required to participate in the Game and such participation, if
elected by Player, is at Players sole option, discretion and risk. Materials of
the game (whether electronically obtained or obtained by other means) are
automatically void if counterfeited, mutilated, forged, altered or tampered with
in any way, if illegal, mechanically or electronically reproduced, obtained
outside authorized legitimate channels or if they contain printing, production,
typographical, mechanical, electronic or any other errors. Any and all materials
submitted for prize claims become the property of the company and will not be
returned. The company is not responsible for lost, late, illegal, incomplete,
damaged, mutilated, misdirected, or postage due mail, requests, prize claims or
entries. Liability for materials of the game containing any error is limited to
replacement. Errors due to the computer hardware and software is the sole
responsibility of the of the end user, not the company. No refunds shall be
given. Taxes, if any, on any prize is players sole responsibility. By accepting
prize and/or winnings, Player consents to use his/her name for advertising and
promotional purposes without additional compensation except where prohibited by
law. Player, by acceptance of prize, acknowledges compliance with all rules
herein. The company makes no representations or warranties, implicit or
explicit, as to the legal right for player to participate in the game nor shall
any of the companies employees, licensees, distributors, wholesalers,
affiliates, subsidiaries, advertising, promotion or other agencies, media
partners, agents or retailers have the authority to make any such
representations or warranties. The company shall not be required to maintain
user names or passwords and if player misplaces, forgets, loses, or is otherwise
unable to enter the Internet casino because of anything other than company
error, if a player should give away, tell, share or lose their account number
and password, the Internet casino will not be responsible and will not be held
liable for any claims regarding that account. The terms and conditions contained
herein may be modified and/or amended only by the company posting such
modification and/or amendments in the Terms and Conditions section of the
website. The company shall not be liable for computer malfunctions nor attempts
by player to participate in the game by methods, means or ways not intended by
the company. The company reserves the right to cancel players account for any
reason and issue any

Page 18
<PAGE>

balance in players account at the time of such cancellation. The terms and
conditions contained herein represents the complete, final and exclusive
agreement between the player and the company.

C. PLAYER AGREES AND BECOMES A PARTY TO THE RULES

By entering the website, opening an account at the website, playing the casino,
use and reuse of such an account, participation in the game, or acceptance of
any prize, player hereby represents, warrants and certifies all of the
following:

1. Player fully understands, agrees to, becomes a party to and shall abide by
all rules, regulations, terms and conditions contained herein and as such rules,
regulations, terms and conditions may change from time to time.

2. Player is over the age of legal majority, i.e. player is an "adult" as that
term is legally defined in player's jurisdiction

3. Player shall not allow any other person or third party including, without
limitation, any minor, to use or reuse players account, access and/or use any
materials or information from the website, accept any prize, or participate in
any games.

4. Player has the full, complete and unrestricted legal right to participate in
the game and players participation in the game is not prohibited in the players
jurisdiction.

5. Player does not find the game or the website to be offensive, objectionable,
unfair, nor indecent.

6. Player understands that the game is for entertainment value only. Player
understands and acknowledges that no purchase is necessary or required to play
the game. If a player wishes to play without betting money, he/she may do so, on
the free site only.

7. Player shall hold the company, its employees, officers, director, licensees,
distributors, wholesalers, affiliates, subsidiaries, advertising, promotion or
other agencies, media partners, agents and retailers harmless and shall
indemnify the same form any and all cost, expenses, liabilities and damages
whatsoever that may arise as a result of the players:

(i) entry, use, or reuse of the website
(1i) use of any materials at the website
(iii) entry, use or reuse of the casino server (iv) participation in the game,
or
(v) the acceptance of any prize

8. Player understands that the terms Internet casino are the trademarks, service
marks, and trade names of the companies and player obtains no rights to such
terms, nor any other terms, graphics, text, concepts or methodologies, using the
website and the material contained therein.

9. Players interest in the game and the website is personal, and not
professional. Players entering the casino is solely for the players own personal
entertainment and any other entrance, access, use or reuse of the casino or the
website is strictly prohibited.

10. Player shall periodically review at a rate not less than once monthly these
terms and conditions of the Internet casino posted at the website.

Page 19
<PAGE>

11. Players shall not have any cause or night of action for damages or otherwise
against Gamingtech Corporation, the owner of the gaming software or any of their
associates, affiliates, parent or subsidiary corporations and the Player hereby
expressly waives any and all such causes or rights of action.

12. Players shall not participate in the games, open, use or reuse an account,
enter the website, or the casino, nor accept any prize if player does not fully
understand, agree to, become a party to, and shall abide by, without exception,
all rules, regulations, terms and conditions contained herein and as such rules,
regulations, terms and conditions may change from time to time.

Page 20
<PAGE>

SCHEDULE

Description of Casino Casino Software

Casino Casino is a JAVA based Internet casino software package that allows
customers to set up and operate an Internet based casino site subject to proper
licensing, hardware and bandwidth to be supplied by the customer. Casino Casino
offers the following games: Blackjack, Camibean Poker, Baccarat, Pai Gow Poker,
Slots (8 different types), Roulette, Craps, and Video Poker (4 different types).
Casino Casino was designed to operate over the Internet with no requirement for
downloading of any software in advance. This is made possible by using the JAVA
development platform, which will operate on any personal computer that is
connected to the Internet. The Casino Casino software consists of three main
daemons or servers, namely Games, Commerce and BankFurther descriptions of each
are contained herein. All three daemons are thread based, any new requests start
a new thread. Once the service is finished the thread is terminated. Since the
lifetime of the thread is minimal the overhead of a large number of players is
minimal. The Software is designed for optional performance with the Internet
Explorer 4.0 or higher browser.

1. The gaming engine is responsible for running the random number generator
(RGN) used in all the games. The advantage of this central engine is that as new
games are developed they can be plugged into this central engine, with out the
need for a complete re-write. The number generator is based on the "lagged
Fibonacci method". The initial seed is also randomly generated using standard
Java calls to obtain a number between 0 and 232 (4 billion).This action occurs
on the server side to which the player has no access. If a player disconnects
during a game, i.e.: blackjack, then the player is awarded a loss.

2. The database engine keeps track of all the players and gaming transactions
and adheres to the RDBMS & object orientated computing environment. All
transactions are tracked by administrative software that is based on Microsoft
SQL. Player information is available to the casino operator, online using a
loaded java applet, that operates in the Microsoft Internet Browser. Operators
can generate certain reports on the status of players, actual bank transactions
with flags and the status of the games. The operator is provided access to this
database by entering a username and password to ensure security. Multiple on-
line reports can be generated simultaneously because each query will launch a
new Internet window. Operators can be on-line and monitor any or all players in
real time by refreshing their view windows as often as required and some of the
reports that are required to be monitored continuously are set to auto-refresh
ever one minute.

Operators can also add or remove players from the site, issue credits or debits
and check the overall performance of all the games and players per game by date,
historically, demographically or by the various modes of payment.

3. The commerce engine is responsible for interfacing to the credit card
processor. The player must fill out an on-line application provided by the
Casino Casino software package that includes all relevant address and contact
information. The player is instructed to select a password. After the form is
completed the player is issued a username by the Commerce software which
forwards the details to the auto-email engine which sends out a "welcome to
casino" email message with username and password. The player logs in through the
browser using the username and password. The player is now presented with the
option to register a credit card from which funds will be debited to play the
casino games. The credit card number and expiry date as well as the customer

Page 21
<PAGE>

information are stored together on the Commerce server in a SQL database format.
The player then can deposit funds into his/her account to use at any or all of
the games offered by the Casino Casino software. At this point the software will
forward the customer information and the credit card information to an online
credit card processing facility ( for example Secure Bank.com) This third party
is responsible for validating the credit card and customer information through a
"scrubbing" process. If the customer is in good standing a message will be sent
back to the Commerce server and the customer will be notified that the funds are
available and can begin gaming immediately. If the customer does not pass the
credit test, he is notified that the transaction has failed and he is unable to
proceed.

Unless configuration can be completed remotely, we require the client to ship
the server to our office and we can perform the initial set up. Once the server
is returned and is on-line our staff need to have continuous access through PC
Anywhere to remotely log onto the server to perform any maintenance, repairs or
upgrades as determined necessary. Adequate bandwidth or connection speed of at
least 256k is required for proper operation and maintenance of the Casino Casino
Software which will be provided by the casino operators.

Security of the games server is the responsibility of the Master Licensee or a
CM Sub Licensee. We require that the Master Licensee or a CM Sub Licensee
implement Secure Socket Layer ("SSL") on the server on which the Software is
installed. Gamingtech will assist the Master Licensee with the installation of
SSL at no cost.

The operating parameters for each game are as follows:

Blackjack: There are 8 decks in the dealing shoe. The shoe is reshuffled after
each hand. This adheres to rules including, double down on any hand, four split
any same cards, double down on splits and insurance. There is no surrender.

Carribean Poker: This is a single deck shoe and is re-shuffled after every hand.
The games uses the standard rules for payout.

Slots: The payout of the slots is governed by the number of graphic icons on the
wheels and the use of the RNG. There are three wheels and the RNG is used to
stop each of the wheels at different locations. Adjustment of the odds is
hardcoded.

Video Poker: Video poker is a single deck deal and is re-shuffled after every
play. The games use the rules for payout, as posted on each of the machines.
Players may throw away the whole hand if they wish.

Roulette: The roulette uses the RNG for each wheel spin. As long as the player
stays on the game the game will list, on the left side of the display window, a
history of the numbers that have been generated by the game. The list is 15
numbers long. The 16' number will be displayed at the top of the list and the I"
number will be dropped from the list.

Craps: The RNG is used for each roll of the dice. The payout is set as per the
standard rules of Craps.

Baccarat: There are eight decks in the dealing shoe. The object of the game is
to wager that either the player's hand will win, the banker's hand will win, or
that the game will result in a tie. If the

Page 22
<PAGE>

player wins by betting on the banker, the bank will receive a 5% commission on
the bet. The odds for the tie are 8 to 1. The shoe is reshuffled after each
hand.

Pai Gow Poker: Pai Gow Poker is played with a deck of 53 cards, a standard deck
plus one wild joker. The goal as a player is to beat both of the dealer's hands.
If the player only beats one of the dealer's two hands, then the game results in
a tie. Each time the player wins, the bank gets a 5% commission on the amount
bet. The rules and odds are based on standard rules.

The Master Licensee and each CM Sub Licensee shall assume all responsibility for
any and all security issues relating to the use of the Software in connection
with the Business. Any adjustments to the home page, graphics, etc, are the
responsibility of the casino operator.

Gamingtech's warranty shall only be applicable where the Master Licensee or CM
Sub Licensee has not altered the system on which the Software is operating (
hardware, software and connectivity), from the configuration originally
installed by Gamingtech and implemented by the server operator at the time the
Business is commenced. Any software installed by the casino operator must be
approved by Gamingtech. Gamingtech will not be responsible for the Master
Licensee's server or any of the CM Sub Licensee's servers or their data, at any
time.

Page 23
<PAGE>

                                  SCHEDULE D

           SOFTWARE SUB LICENSE AGREEMENT

           This Agreement made as of the - day of  ___

BETWEEN:
           _________________________________ a body corporate with offices at
           (the "Licensee")

                                                      OF THE FIRST PART

AND

                         CASINO MARKETING S.A. a body corporate with offices at
                         San Jose, Costa Rica ("Licensor").

                                                      OF THE SECOND PART

       WHEREAS Licensor is in the gaming software sub licensing business.

       AND WHEREAS Licensor holds the certain rights to sub license, certain
interactive gaming software under a Master Sub License Agreement and the
Licensee desires to license the object code for such software and Licensor is
willing to grant the Licensee a non exclusive license to the object code for
such software subject to the terms and conditions of this Agreement.

       NOW THEREFORE, in consideration of the mutual promises, covenants and
obligations contained herein, the parties agree as follows:

1.     INTERPRETATION

       Words and phrases used herein have the following meaning:

1.1.1. "Agreement" means this Software Sub License Agreement, including
       Schedules "A", "B" and "C" attached hereto.

1.1.2. "Business" means the operation and management of an online Internet
       entertainment and game playing website utilizing the Software.

1.1.3. "Client Software" means the user interface portion of the Software.

1.1.4  "Dollar" or "$" means United States dollars.

1.1.5. "Electronic Distribution" means the electronic delivery of computer
       software using on-line services, the Internet, phone lines, cable
       systems, servers, satellite or other public or private access network or
       electronic communication mediums.

Page I
<PAGE>

1.1.6.  "End User" means an individual whom the Licensee permits to access and
        utilize, but not to further distribute, the Software.

1.1.7.  "Gross Revenues" means gross income which is received by the Licensee or
        any affiliate or associate of the Licensee in connection with the
        Business utilizing the Software, which shall be calculated as the total
        dollars wagered on all games less all payoffs, but before any operating,
        administrative or other expenses, governmental sales, excises pr other
        taxes or tariffs imposed on the use of the Software. For the purposes of
        this Agreement Gross Revenues shall not include any negative amount.
        Where Gross Revenues for a period result in a negative number, Gross
        Revenues for that period shall be deemed to be zero.

1.1.8.  "License Fee" means the monthly payments to be made by the Licensee to
        the Licensor pursuant to Clause 5.2 hereof.

1.1.9.  "Software" means the object code versions of the computer software
        described in Schedule "A" herein.

1.1.10. "Set Up Fee" means the fee payable to Licensor pursuant to Clause 5.1
        hereof

1.2.    Currency

        Unless otherwise indicated, all dollar amounts referred to in this
        Agreement are expressed in United States Dollars.

1.3.    Sections and Headings

        The division of this Agreement into sections and the insertion of
        headings are for convenience of reference only and shall not affect the
        interpretation of this Agreement. Unless otherwise indicated, any
        reference in this Agreement to a section or a Schedule refers to the
        specified section of or Schedule to this Agreement.

1.4.    Number, Gender and Persons

        In this Agreement, words importing the singular number only shall
        include the plural and vice versa, words importing gender shall include
        all genders and words importing persons shall include individuals,
        corporations, partnerships, associations, trusts, unincorporated
        organizations, governmental bodies and other legal or business entities.

1.5.    Accounting Principles

        Any reference in this Agreement to generally accepted accounting
        principles refers to generally accepted accounting principles as
        approved from time to time by the Canadian Institute of Chartered
        Accountants or any successor institute. This reference shall not be
        construed so as to imply any attornment to Canadian jurisdiction or
        laws.

1.6.    Time of Essence

        Time shall be of the essence of this Agreement.

Page 2
<PAGE>

1.7   Severability

      If any provision of this Agreement is determined by a court of competent
      jurisdiction to be invalid, illegal or unenforceable in any respect, such
      determination shall not impair or affect the validity, legality or
      enforceability of the remaining provisions hereof, and each provision is
      hereby declared to be separate, severable and distinct.

1.8.  Successors and Assigns

      This Agreement shall enure to the benefit of and shall be binding on and
      enforceable by the parties and, where the context so permits, their
      respective successors and permitted assigns.

1.9.  Amendment and Waivers

      No amendment or waiver of any provision of this Agreement shall be binding
      on any party unless consented to in writing by such party. No waiver of
      any provision of this Agreement shall constitute a waiver of any other
      provision, nor shall any waiver constitute a continuing waiver unless
      otherwise expressly provided.

1.10  Schedules

      The following Schedules are attached to and form part of this Agreement:

          Schedule A    Software
          Schedule B    End User License Agreement
          Schedule C    Description of Software

2.    GRANT OF LICENSE

2.1.  Sub-License: Subject to the terms and conditions hereof Licensor hereby
      grants to the Licensee and the Licensee accepts from Licensor: (1) a
      worldwide, non-exclusive, nontransferable license to use the Software only
      in connection with the Business and to transmit the Client Software only
      in object code form to End Users by means of Electronic Distribution; and
      (11) a worldwide, non-exclusive, non-transferable license to use and to
      grant to End Users the right to use the Client Software in object code
      form, only while connected to a server on which the server component of
      the Software is installed.

2.2   End User License Agreement: The Licensee shall display to End Users an End
      User License Agreement ("EULA") prior to download of the Client Software
      by End User. Such EULA shall contain provisions which exclude the
      Licensor, the owner of the Software and their associates, affiliates,
      parent and subsidiary corporations from all liabilities related to the End
      Users use of the Client Software, and in any event shall contain
      provisions substantially similar to those contained in Schedule "B"
      hereto. The EULA shall be provided in a format that the End User may
      download onto End User's hard disk. The Licensee shall require all End
      Users to either accept or reject the terms and conditions of the EULA by
      means of a point and click mechanism or other mechanism acceptable to
      Licensor prior to the download of the Client Software and, in the event
      End User rejects the EULA, End User shall not be permitted to download the
      Client Software. The Licensee agrees that the mechanism used

Page 3
<PAGE>

      by the Licensee to require End Users to accept or reject the EULA shall be
      in a form which will record and store all End Users acceptance of the EULA
      for future reference.

2.3.  Restrictions: The Licensee shall not, and shall not authorize any third
      party to, reverse engineer, decompile or disassemble the Software or to
      attempt to do the same. If the Licensee becomes aware of the source code
      of the Software it shall not make use of or disclose the same to any
      party.

2.4.  No Further Sub-License: The Licensee shall have no right to sub-license or
      otherwise make available the rights granted to the Licensee in Clause 2.1
      to any third party (related or otherwise) and such rights shall only be
      used by the Licensee in connection with its operation of the Business
      which shall be comprised of the installation of the Software on one server
      and the maintenance of one data base only.

3.    GOVERNMENT APPROVALS

3.1   The Licensee warrants and represents that it has or will have obtained
      prior to commencing the Business, all required government approvals and
      permits in order to use the Software in its Business and to operate its
      Business, including an Internet gaming license as required, and that it
      will maintain such approval and permits throughout the term of this
      Agreement and obtain any government approvals and permits that
      subsequently become required during the term of this Agreement or any
      extensions thereof

3.2.  The Licensee shall take such actions as it deems necessary in order to
      prohibit participation in the activities and games of the Software where
      prohibited by law.

OWNERSHIP

4.1.  Software: Except for the limited rights granted to the Licensee hereunder,
      Gamingtech Corporation retains all right, title and interest, including
      intellectual property rights, in and to the Software.

4.2.  Proprietary Rights Notices: The Licensee shall not remove any copyright or
      other proprietary rights notices contained within the Software.

PAYMENT

5.1.  Set Up Fee: In consideration of the rights granted by Licensor to the
      Licensee hereunder, the Licensee shall pay Licensor as the initial Set Up
      Fee, the sum of $ _____ upon execution of this Agreement and shall pay the
      Licensor monthly License Fees as set forth in Clause 5.2. Licensee shall
      acquire an appropriate server for installation of the Software and shall
      acquire all necessary third party software, including, without limiting
      the generality of the foregoing, the following third party software:

                         Crystal Reports 7.0
                         PC Anywhere

Page 4
<PAGE>

                         MSSQL 6.5 or 7.0
                         Microsoft NT Server with SP4

5.2.  License Fees: As further consideration of the rights granted by Licensor
      to the Licensee hereunder, the Licensee shall pay to the Licensor monthly
      License Fees calculated as ! % of Gross Revenue for the entire ten-n of
      this Agreement and any extensions thereof

5.3.  Payment: The Licensee shall pay License Fees to the Licensor under Clause
      5.2 on a monthly basis commencing at the end of the first month after the
      Licensee commences the Business. License Fees shall be calculated monthly
      and paid within fifteen (15) days of the end of each month and the
      Licensee shall include, with each payment of License Fees, a report
      specifying the Gross Revenue earned during the period. Any net loss or
      negative revenues in a particular month shall be treated as zero Gross
      Revenues for the month and there is no carry forward of such amounts.

5.4.  Website: The Licensee shall be responsible for all website design,
      construction, maintenance and all costs associated therewith.

5.5.  Server: The Licensee shall be responsible for the proper configuration,
      custody, maintenance and control of the server upon which the Software is
      installed and in respect of all third party software installed thereon.

5.6.  Taxes: The Licensee shall be responsible for paying all use, sales or
      value added taxes, duties or governmental charges, whether presently in
      force or which come into force in the future, related to the deliveries
      and payments hereunder.

5.7.  Records: The Licensee will maintain, in accordance with generally accepted
      accounting principles complete and accurate books and records in respect
      of its operation of the Business and the Gross Revenue and other amounts
      received in connection therewith and all License Fees due or paid
      hereunder.

5.8.  Audit: The Licensor shall have the right, on reasonable notice to the
      Licensee, no more often than once in any twelve (12) month period, to
      appoint an independent third party to examine the Licensee's books and
      records, during regular business hours, in order to verify the Licensee's
      compliance with the terms of this Agreement. Any such audit shall be at
      the expense of the party initiating the audit unless the audit reveals an
      underpayment of greater than five (5%) percent in which case the audit
      shall be at the expense of the party initiating the audit. The Licensee
      shall forthwith pay to the Licensor, the amount of any deficiency
      identified by the audit.

6.    SUPPORT

6.1.  Upgrades: Provided that the Licensee is not then in default hereunder,
      during the term of this Agreement Licensor shall provide certain upgrades
      to the Software, designated as such by Licensor, to the Licensee at no
      cost. All upgrades to the Software shall be considered Software for the
      purposes of this Agreement. Upgrades to the Software shall consist of new
      games and language localization, as designated as such from time to time
      by Licensor.

Page 5
  5.3.
<PAGE>

6.2.  Other Services: If services beyond Licensor's warranty obligations are
      requested by the Licensee and if Licensor elects to provide such service,
      the Licensee shall be required to pay additional fees for such services on
      the basis of the applicable rates then in effect for Licensor, but
      Licensor shall be entitled to terminate such service at any time, without
      notice. Any work performed outside of normal business hours shall be
      charged at the applicable overtime rates.

6.3.  Responsibility for Toll Charges: For any of the services referred to in
      sub-paragraph 6.2 it shall be the Licensee's responsibility to pay for or
      reimburse Licensor for any toll charges incurred in order to respond to
      inquiries or to obtain access to the particular system by telephone.

6.4.  Responsibility for Payment: The Licensee shall be invoiced the amounts
      calculated under sub-paragraph 6.2 at the end of the month in which
      services were provided. The Licensee shall be required to pay such
      invoices within thirty (30) days following receipt failing which interest
      shall accrue and be payable thereon at the rate of twenty-four (24%) per
      cent per annum.

7.    LICENSOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS

      Licensor warrants, represents and covenants to the Licensee that:

7.1.  Capacity: It has the necessary capacity to enter into this Agreement.

7.2.  No Infringement: To the best of its knowledge, information and belief, the
      sub-license of the Software to the Licensee as contemplated herein will
      not infringe upon any patents or copyrights of any third party.

7.3.  Program Error: Licensor warrants that if program errors (defects in the
      Software which prevent substantial conformance to the Software
      Specifications set out in Schedule "C" hereto) occur during the term of
      this Agreement then, provided that:

      i.   the Licensee provides prompt notice to Licensor of such program
           error;
      ii   the Licensee provides a full and complete disclosure of the program
           error and any input or output necessary to assess the same;
      iii. this sub-license remains in effect and the Licensee is not then in
           default hereunder;
      iv.  the Licensee allows Licensor or any third parties identified by the
           Licensor, access to the Software via the Internet, with adequate
           bandwidth as determined by Licensor,
      v.   at any and all times and from such place as Licensor may designate
           reasonably from time to time;
      vi.  the Software or the server on which the Software was originally
           installed has not been modified by the Licensee or any third party;
           and
      vii. provided the program error can be reproduced on Licensor's current
           Software.

      Licensor will use reasonable efforts to correct such errors within 60 days
      following receipt of notice from the Licensee of such defects. Licensor's
      obligation to correct a program error is specifically conditional on the
      satisfaction of all conditions described in Sub-Clause 7.3(i) through
      7.3(vi). If the parties hereto disagree as to whether a program error is
      Licensor's

Page 6
<PAGE>

      responsibility hereunder, it shall be the Licensee's obligation to
      demonstrate and document the program error in the Software. The Licensee
      acknowledges that its only remedy available in relation to the occurrence
      of a program error shall be to require Licensor to use reasonable efforts
      to correct the same and that neither Licensor nor its associates,
      affiliates, parent or subsidiary corporations shall be liable for any
      damages resulting from the occurrence of a program error however caused,
      subject to Section 10.

7.4.  Upgrades: During the term of this Agreement Licensor shall provide the
      Licensee with upgrades as provided in Clause 6.2. As a result, Licensor's
      warranty obligations hereunder are contingent on the Licensee being able
      to reproduce the error conditions on Licensor's current Software. If the
      error conditions shall not be so reproduced, the error conditions shall
      not be considered to be errors within the Software and therefore Licensor
      shall not be required to perform further services in relation to the error
      conditions stated in Clause 7.3.

7.5.  Backup Copy: The Licensee agrees to maintain a current backup copy of the
      Software and to make the same available to Licensor at Licensor's request.

7.6.  Non-Warranty Items: Examples of service not covered by Licensor's warranty
      include, but are not limited to:

      i.    service required due to failure of hardware;
      ii.   service required due to unauthorized modification to the Software;
      iii.  service required due to improper installation of Software, if the
            Software has not been installed by Licensor;
      iv.   interference of third party software, installed on the server, on
            the functionality of the software;
      v.    failure of software other than the Software as defined hereunder;
      vi.   force majeure;
      vii.  default or negligence of the Licensee;
      viii. improper use or misuse of the Software or the hardware; and
      ix.   providing operating services, accessories or supplies.

7.7.  Limitation: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT THE SOFTWARE IS
      PROVIDED AND LICENSED "AS IS" AND THERE ARE NO WARRANTIES, REPRESENTATIONS
      OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE,
      OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE, COURSE OF PERFORMANCE
      OR SERVICE PROVIDED HEREUNDER OR IN CONNECTION HEREWITH BY THE LICENSOR OR
      ANY THIRD PARTY. EXCEPT AS EXPRESSLY PROVIDED HEREIN LICENSOR DISCLAIMS
      ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, NON-
      INFRINGEMENT, MERCHANTABILITY, DURABILITY OR FITNESS FOR A PARTICULAR
      PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT
      LIMITED TO STATEMENTS REGARDING PERFORMANCE OF THE SOFTWARE, WHICH IS NOT
      CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY LICENSOR.

7.8.  No Variation: NO AGREEMENTS VARYING OR EXTENDING THE ABOVE WARRANTY OR
      LIMITATIONS WILL BE BINDING ON THE LICENSOR OR ANY THIRD PARTY UNLESS IN
      WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LICENSOR

Page 7
<PAGE>

8.   THE LICENSEE'S WARRA TIES, REPRESENTATIONS AND COVENANTS

     The Licensee warrants, represents and covenants to Licensor as follows and
     acknowledges that Licensor is relying on such warranties, representations
     and covenants in entering into this Agreement and the transactions
     contemplated in this Agreement:

8.1. Capacity: The Licensee has the necessary capacity to enter into this
     Agreement and shall use the Software only in accordance with in compliance
     with the laws of the jurisdiction in which the Business in conducted and in
     accordance with generally accepted gaming industry standards and practices.

8.2. Unauthorized Use: Licensee will not permit any third party other than an
     End User, to use the Software for any purpose.

9.   INFRINGEMENT

9.1. Defence and Settlement: If notified promptly and in writing of any action
     (and all prior related claims) brought against the Licensee alleging that
     the Licensee's use of the Software under this Agreement infringes any valid
     Canadian or United States patent or copyright, Licensor may, subject as
     provided below, defend and settle that action at its expense and may,
     subject as provided below, pay the costs and damages of any type finally
     awarded against the Licensee in the action, but is not obligated to do so,
     and provided that (1) Licensor shall have sole control of the defense of
     any such action and all negotiations for its settlement or compromise; and
     (ii) the Licensee and where applicable those for whom the Licensee is
     responsible, cooperates fully with Licensor in its defense of the action.
     If the Licensee receives notice of a valid claim or demand regarding
     infringement, or if the use of the Software shall be prevented by
     injunction, Licensor shall, at its option and expense either (1) procure
     for the Licensee the right to continued use of the Software as provided
     hereunder, (ii)modify the Software so that it is no longer infringing,
     (110replace the Software with computer software of equal capability, or
     (iv) terminate this Agreement as to the infringing Software; provided that
     Licensor agrees that it will exercise any of the options (1) to (111) prior
     to exercising option (iv) if, in Licensor's opinion, such options are
     commercially feasible to Licensor. The foregoing indemnification does not
     extend to any claim arising out of a modification to the Software by any
     party other than Licensor to the extent such claim would not have arisen
     had such modification not been made, any combination of the Software with
     any other software or hardware to the extent such claim would not have
     arisen had such combination not been made, or the use or distribution of
     the Software other than as permitted under this Agreement and the Licensee
     shall indemnify and hold Licensor harmless from any infringement arising
     therefrom. THE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATIONS OF
     LICENSOR AND THE EXCLUSIVE REMEDY OF THE LICENSEE WITH RESPECT TO ANY
     ALLEGED INTELLECTUAL PROPERTY INFRINGEMENT.

Page 8
<PAGE>

10.   LIMITATION OF LIABILITY

10.1. Limitation of Liability: IN No EVENT WILL GAMINGTECH CORPORATION, THE
      LICENSOR OR ANY ASSOCIATE, AFFILIATE, PARENT OR SUBSIDIARY CORPORATION OF
      EITHER OF THEM, BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR
      CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF
      USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
      OR THE USE OR PERFORMANCE OF THE SOFTWARE, OR OTHER Licensor PROVIDED
      MATERIAL WHETHER IN AN ACTION IN CONTRACT OR TORT INCLUDING BUT NOT
      LIMITED TO NEGLIGENCE AND WHETHER OR NOT GAMINGTECH CORPORATION OR THE
      LICENSOR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. Aggregate Liability: Without limiting the general exclusion of liability
      as provided in Clause 10.1, the liability of the Licensor, the owner of
      the Software and any of their associates, affiliates, parent or subsidiary
      corporations to the Licensee whether for negligence, breach of contact,
      misrepresentation or otherwise shall in respect of a single occurrence or
      a series of occurrences shall in no circumstances exceed the cash payments
      actually made to Licensor as the Set up Fee under Clause 5.1 of this
      Agreement.

11.   THE LICENSEE INDEMNIFICATION

11.1. Indemnification: The Licensee agrees to indemnity and save the Licensor,
      the owner of the Software and their associates, affiliates, parent or
      subsidiary corporations harmless from and against any and all claims,
      demands, costs and liabilities (including all reasonable legal and
      attorney fees and expenses) of any kind whatsoever, arising directly or
      indirectly out of claims brought by End Users or any third party, and/or
      brought under any law, including without limitation any government
      department or agency as a result of (i) the Licensee's combination or use
      of the Software with any other software, hardware or other material, (ii)
      the Licensee's transmission of the Client Software or the use of the
      Client Software by an End User, (111) breach of Section 8 warranties; (iv)
      the Licensee's operation and management of the Business; or (v) any act or
      omission by the Licensee regarding the use of the Software except in
      accordance with Section 2.

12.   CONFIDENTIALITY

12.1. Proprietary Information: Documentation and information (including
      electronically, orally or visually disclosed information) are confidential
      and "Proprietary Information" for the purposes of this Section 12 if (a)
      it is designated as confidential or proprietary, by letter, stamp or
      legend (b) it would be apparent to a reasonable person, familiar with the
      disclosing party's business or the industry in which it operates, that
      such information is of a confidential or proprietary nature, or the
      disclosing party, within ten (10) days of a disclosure, indicates to the
      receiving party that such disclosure is confidential. Proprietary
      Information shall not include information defined as Proprietary
      Information above which the receiving party can conclusively establish
      /(1)/ was in the possession of the receiving party at the time of
      disclosure; (11) prior to or after the time of disclosure becomes part of
      the public domain without the act or omission of the party to whom it was
      disclosed; (111) is disclosed to the

Page 9
<PAGE>

      receiving party by a third party under no legal obligation to maintain the
      confidentiality of such information; or (iv) was independently developed
      by the receiving party. All such Proprietary Information shall be treated
      confidentially by the receiving party and its employees, contractors and
      agents and shall not be disclosed by the receiving party without the
      disclosing party's prior written consent. However, the receiving party may
      disclose Proprietary Information of the disclosing party in accordance
      with Judicial or other governmental order, provided that receiving party
      shall give the disclosing party reasonable notice prior to such disclosure
      and shall comply with any applicable protective order or equivalent.

12.2  Treatment of Proprietary Information: Neither party shall in any way
      duplicate all nor any part of the other party's Proprietary Information,
      except in accordance with the terms and conditions of this Agreement. Each
      party shall have an appropriate agreement with each of its employees,
      contractors and agents having access to the other party's Proprietary
      Information sufficient to enable that party to comply with all the terms
      of this Agreement. Each party agrees to protect the other's Proprietary
      Information with the same standard of care and procedures which it uses to
      protect its own trade secrets and confidential or proprietary information
      of like importance and, in any event, shall adopt or maintain procedures
      reasonably calculated to protect such Proprietary Information.

12.3. Further Treatment of Proprietary Information: Each party agrees to hold
      the other party's Proprietary Information in trust and confidence for such
      party and not to use the same other than as expressly authorized under
      this Agreement. Each party agrees not to disclose any such Proprietary
      Information without the prior written consent of the other, to anyone
      other than that party's employees, contractors and agents who have a need
      to know same to carry out the rights granted hereunder.

12.4. Action to Protect: Each party shall promptly report to the other any
      actual or suspected violation of the terms of this Section 12, and shall
      take all reasonable steps to prevent, control or remedy such violation.

12.5. Equitable Relief: In recognition of the unique and proprietary nature of
      the information disclosed by the parties, it is agreed that each party's
      remedies for a breach by the other of its obligations under this Section
      12 shall be inadequate and the disclosing party shall, in the event of
      such breach be entitled to equitable relief, including without limitation,
      injunctive relief and specific performance, in addition to any other
      remedies provided hereunder or available at law.

12.6  Proprietary Information: For the purposes of this Agreement the Software,
      and all upgrades or modifications and all materials related thereto shall
      be treated as Proprietary Information of Licensor disclosed to the
      Licensee.

13.   TERMINATION

13.1. Term: The initial term of this Agreement will be for a period of two (2)
      years. Provided that the Licensee is not in default under the terms of
      this Agreement at the end of a current two year term and has not been in
      default hereunder for a period of sixty (60) or more days, on a cumulative
      not consecutive basis, during the current term, the Licensee will have the
      option

Page 10
<PAGE>

      of renewing this Agreement 90 days prior to the end of the initial term,
      for an additional two (2) year term on the same terms provided herein
      except for the Set Up Fee obligations under Clause 5.1 and this Clause
      13.1 shall not be applicable to the renewal terms. This Agreement may be
      terminated by either party in the event of any material breach by the
      other party hereto which continues after thirty (30) days written notice
      of said breach (which notice shall, in reasonable detail, specify the
      nature of the breach) by the non-defaulting party to the defaulting party.
      A material breach shall include, without limitation, any breach of
      Sections 2, 3, 4, 5, 8 and 12.

13.2. Effect of Termination: Upon the termination of this Agreement the rights
      and licenses granted to the Licensee by Licensor hereunder shall terminate
      immediately and the Licensee shall cease all use of the Software and
      shall, at the option of Licensor, return to Licensor or destroy all copies
      of the Software in the possession of the Licensee and Licensor shall be
      entitled to unilaterally take any and all steps or actions they may deem
      necessary to enforce this Clause 13.2.

13.3. License Fees: No termination of this Agreement shall release the Licensee
      from its obligations to pay Licensor any License Fees which accrued prior
      to such termination or which shall accrue after the effective date of such
      termination as a result of the Licensee's use of the Software after the
      termination of this Agreement, nor shall any termination have the effect
      of releasing the Licensee from the provisions of Section 12 which
      provisions shall survive the termination of this Agreement.

13.4. Non Payment: Notwithstanding anything contained herein, non payment by the
      Licensee of any License Fees provided for herein, at the times specified
      herein, shall entitle Gamingtech Corporation and the Licensor to
      immediately terminate this Agreement and in such event Gamingtech
      Corporation and the Licensor shall be entitled to take any and all such
      actions it may deem necessary to prevent the continued use of the
      Software.

13.5. Termination of Master License: Notwithstanding any other provision hereof
      the Licensee acknowledges that the rights of Licensor to sub license the
      Software as provided for herein, is described under the terms of Master
      Sub License Agreement made between the Licensor and Gamingtech Corporation
      of Belize City, Belize and that a default by the Licensor under the terms
      of the Master Sub License Agreement may result in the termination of the
      Master Sub License Agreement, which in turn may result in the termination
      of this Agreement. In the event of such termination Gamingtech Corporation
      is given the right, which right is hereby recognized and confirmed by the
      Licensee, to take any and all such steps as Gamingtech Corporation may
      determine necessary to prevent the continued use the Software by the
      Licensee. In event of the termination of this Agreement by virtue of the
      termination of the Master Sub License Agreement, and provided that the
      Licensee is not then in default hereunder, the Licensee shall be permitted
      to terminate this Agreement and shall be entitled to contact Gamingtech
      Corporation directly and negotiate any continued use of the Software on
      such terms as may be negotiated, without compensation to the Licensor and
      similarly, in such circumstances, Gamingtech Corporation shall be entitled
      to contact the Licensee or otherwise negotiate with the Licensee with
      respect to the Licensee's continued use of the Software, without
      interference by the Licensor or compensation of any nature to the
      Licensor.

14.   LICENSOR REMEDIES

Page 11
<PAGE>

14.1. If the Licensee breaches any of its obligations hereunder, the Licensor
      shall be entitled to seek equitable relief to protect their interests
      herein and in the Software including but not limited to injunctive or
      other equitable relief, it being acknowledged by the Licensee that the
      Licensor would suffer irreparable harm and that damages do not form an
      adequate remedy.

14.2. If the Licensee falls to completely abide by any term, condition or
      covenant of this Agreement or otherwise commits a breach of this
      Agreement, then Licensor may, at its option, immediately terminate this
      Agreement by providing written notice as such to the Licensee.

14.3. If the Licensee becomes insolvent or files a petition in Bankruptcy, has
      filed against it an involuntary petition in Bankruptcy or a Receiver is
      appointed over the assets of the Licensee, or the Licensee commits an act
      of Bankruptcy, then Licensor may, at its option, immediately terminate
      this Agreement by written notice as such to the Licensee.

14.4. If this Agreement is terminated in accordance with the provisions hereof
      the Set Up Fee as provided for in Clause 5.1 will be deemed to have been
      paid for the use of the Software provided during the time it was in the
      possession of the Licensee and as a result, in such event, the Licensee
      will not be entitled to any refund of the Set Up Fee or any License Fees,
      or any portion thereof.

15.   NOTICES

15.1  Notices: Any notice required or permitted to be given under the terms of
      this Agreement shall be in writing and given by personal delivery or sent
      by registered mail, postage prepaid, or by fax, to Casino Marketing S.A.
      at 40th Street, 2 d Avenue, Suite 20 8, San Jose, Costa Rica and 1 n the
      case of the Licensee at the following address: ________________________.
      Either party may change its address for notice by notice to the other
      party in the manner prescribed above. Any notice given pursuant to this
      Section shall be deemed to have been received on the date actually
      received.

16.   GENERAL

16.1. Applicable Law: This Agreement shall be governed by and construed in
      accordance with the laws of Costa Riac and the parties attorn to the
      courts of Costa Rica in respect of the enforcement or interpretation of
      this Agreement.

16.2. Survival: The provisions of Sections 4, 5, 9, 10, 11, 12, and 14 shall
      survive any termination of this Agreement until expressly waived in
      writing by the party for whom they are of benefit or terminated by a
      further written agreement of the parties.

16.3. Enforceability: If any provision of this Agreement is declared by a court
      of competent jurisdiction to be invalid, illegal or unenforceable, such
      provision or part thereof which is necessary to render the provision
      valid, legal and enforceable, shall be severed from the agreement and the
      other provisions and the remaining part thereof of that provision shall
      remain in full force and effect.

Page 12
<PAGE>

16.4.  Further Assurances: The parties agree to do all such things and to
       execute such further documents as may reasonably be required to give full
       effect to this Agreement.

16.5.  Entire Agreement: This Agreement constitutes the entire agreement between
       the parties concerning the subject matter hereof and cancels and
       supersedes any prior understandings and agreements between the parties
       hereto with respect thereto. There are no representations, warranties,
       terms, conditions, undertakings or collateral agreements, expressed,
       implied or statutory, between the parties other than as expressly set
       forth in this Agreement.

16.6.  Remedies: The remedies expressly stated in this Agreement shall be in
       addition to and not in substitution for those generally available at law
       or in equity.

16.7.  Waiver: No waiver of any provision of this agreement by a party shall be
       enforceable against that party unless it is in writing and signed by an
       authorized officer of that party.

16.8.  Assignment: Neither party may assign this Agreement nor the rights
       granted hereunder without the prior written consent of the other which
       consent shall not be unreasonably withheld; provided that either party
       may assign this Agreement to a successor corporation in the event of a
       merger or other reorganization in which it is not the surviving entity;
       and provided further that Licensor may assign all or any part of its
       rights under this Agreement to a parent, affiliate or wholly-owned
       subsidiary; provided that any such organization is able to perform under
       this Agreement and agrees to be bound by the terms hereof.

16.9.  Counterparts: This Agreement may be executed simultaneously in two or
       more counterparts, each of which shall be deemed to be an original and
       all of which together shall constitute one and the same instrument.

16.10. Publicity: Licensee shall not refer to Gamingtech Corporation, the
       Licensor nor to this Agreement in public releases or advertising without
       securing the prior written approval of Gamingtech Corporation or the
       Licensor, as the case may be.

16.11. Independent Contractors: The parties to this Agreement are independent
       contractors. No relationships of principal to an agent, master to a
       servant, employer to employee, franchiser to franchisee, partner or joint
       venturers is established hereby between the parties. Neither party has
       the authority to bind the other nor incur any obligation on its behalf.
       Licensor shall not take part in, have any control over or participate in
       the Business, it being the express intention and understanding of the
       parties that the Licensee shall conduct the Business and that Licensor
       supply the Software only as described herein. The payment by the Licensee
       of License Fees as provided in Clause 5.2 shall not, and the parties
       hereto confirm and agree that the same shall not constitute any nor be
       construed as any participation in the business of the Licensee by
       Licensor.

16.12. Force Majeure: Notwithstanding anything to the contrary contained in this
       Agreement, the failure or delay in performance by either Licensor or the
       Licensee, other than the performance of payment obligations, shall be
       excused to the extent it is caused by an event beyond the party's
       control, provided that the party prevented from or delayed in rendering
       performance notifies the other party immediately and in detail of the
       commencement and nature of such cause, and provided further that such
       party uses its best efforts to render performance in a timely manner,
       utilizing to such ends all resources reasonably required in

Page 13
<PAGE>

       the circumstances. If such event continues beyond sixty (60) days, either
       party may terminate this Agreement.

16.13. Gamingtech: The parties acknowledge that Gamingtech Corporation is not a
       party to this Agreement and that there is no privity of contract between
       Gamingtech Corporation and the Licensee. The parties at knowledge that
       the rights of Gamingtech Corproation as provided for or referred to
       herein shall nonetheless be exercisable by Gamingtech Corporation
       directly or through the Licensor and any attempt to enforce such rights
       directly or indirectly shall be considered lawful and enforceable by the
       Licensee.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first above written.

                                         CASINO MARKETING S.A.


                                         Per:   ________________________________


                                                ________________________________


                                         Per:   ________________________________


                                         Name:  ________________________________


                                         Title: ________________________________

Page 14
<PAGE>

                                 SCHEDULE "A"

The software is a Java based virtual casino identified as a package called
CasinoCasino which resides on a Gamingtech Corporation server located at Belize
City, Belize.

Page 15
<PAGE>

                                 SCHEDULE "B "

End User License Agreement

A.   ELIGIBILITY:

1.   The casino is restricted to individuals of legal age of majority only. You
cannot play under any circumstances  if you are not at least eighteen years of
age. Minors may not play. Participation in the activities and games of the
Internet casino is open only to the residents of those jurisdictions where such
participation is legal and not prohibited. Participation in the activities and
the games of the Internet casino is void wherever prohibited by law.

2.   Player understands that the game is for entertainment value only. Player
understands and acknowledges that no purchase is necessary or required to play
the games. If a player wishes to play without betting money, he/she may do so,
on the free site only.

3.   Employees of the Internet casino, the company, its licensees, distributors,
wholesalers, affiliates, subsidiaries, advertising, promotion or other agencies,
media partners, retailers and members of the immediate families of each are not
eligible to participate in the games.

B.   OTHER CONDITIONS

Player is not required to participate in the Game and such participation, if
elected by Player, is at Players sole option, discretion and risk. Materials of
the game (whether electronically obtained or obtained by other means) are
automatically void if counterfeited, mutilated, forged, altered or tampered with
in any way, if illegal, mechanically or electronically reproduced, obtained
outside authorized legitimate channels or if they contain printing, production,
typographical, mechanical, electronic or any other errors. Any and all materials
submitted for prize claims become the property of the company and will not be
returned. The company is not responsible for lost, late, illegal, incomplete,
damaged, mutilated, misdirected, or postage due mail, requests, prize claims or
entries. Liability for materials of the game containing any error is limited to
replacement. Errors due to the computer hardware and software is the sole
responsibility of the of the end user, not the company. No refunds shall be
given. Taxes, if any, on any prize is players sole responsibility. By accepting
prize and/or winnings, Player consents to use his/her name for advertising and
promotional purposes without additional compensation except where prohibited by
law. Player, by acceptance of prize, acknowledges compliance with all rules
herein. The company makes no representations or warranties, implicit or
explicit, as to the legal right for player to participate in the game nor shall
any of the companies employees, licensees, distributors, wholesalers,
affiliates, subsidiaries, advertising, promotion or other agencies, media
partners, agents or retailers have the authority to make any such
representations or warranties. The company shall not be required to maintain
user names or passwords and if player misplaces, forgets, loses, or is otherwise
unable to enter the Internet casino because of anything other than company
error, if a player should give away, tell, share or lose their account number
and password, the Internet casino will not be responsible and will not be held
liable for any claims regarding that account. The terms and conditions contained
herein may be modified and/or amended only by the company posting such
modification and/or amendments in the Terms and Conditions section of the
website. The company shall not be liable for computer malfunctions nor attempts
by player to participate in the game by methods, means or ways not intended by
the company. The company reserves the right to cancel players account for any
reason and issue any

Page 16
<PAGE>

balance in players account at the time of such cancellation. The terms and
conditions contained herein represents the complete, final and exclusive
agreement between the player and the company.

C.   PLAYER AGREES AND BECOMES A PARTY TO THE RULES

By entering the website, opening an account at the website, playing the casino,
use and reuse of such an account, participation in the game, or acceptance of
any prize, player hereby represents, warrants and certifies all of the
following:

1.   Player fully understands, agrees to, becomes a party to and shall abide by
all rules, regulations, terms and conditions contained herein and as such rules,
regulations, terms and conditions may change from time to time.

2.   Player is over the age of legal majority, i.e. player is an "adult" as that
term is legally defined in player's jurisdiction

3.   Player shall not allow any other person or third party including, without
limitation, any minor, to use or reuse players account, access and/or use any
materials or information from the website, accept any prize, or participate in
any games.

4.   Player has the full, complete and unrestricted legal right to participate
in the game and players participation in the game is not prohibited in the
players Jurisdiction.

5.   Player does not find the game or the website to be offensive,
objectionable, unfair, nor indecent.

6.   Player understands that the game is for entertainment value only. Player
understands and acknowledges that no purchase is necessary or required to play
the game. If a player wishes to play without betting money, he/she may do so, on
the free site only.

7.   Player shall hold the company, its employees, officers, director,
licensees, distributors, wholesalers, affiliates, subsidiaries, advertising,
promotion or other agencies, media partners, agents and retailers harmless and
shall indemnify the same form any and all cost, expenses, liabilities and
damages whatsoever that may arise as a result of the players:

(i)   entry, use, or reuse of the website
(ii)  use of any materials at the website
(iii) entry, use or reuse of the casino server
(iv)  participation in the game, or
(v)   the acceptance of any prize

8.   Player understands that the terms Internet casino are the trademarks,
service marks, and trade names of the companies and player obtains no rights to
such terms, nor any other terms, graphics, text, concepts or methodologies,
using the website and the material contained therein.

9.   Players interest in the game and the website is personal, and not
professional. Players entering the casino is solely for the players own personal
entertainment and any other entrance, access, use or reuse of the casino or the
website is strictly prohibited.

10.  Player shall periodically review at a rate not less than once monthly these
terms and conditions of the Internet casino posted at the website.

Page 17
<PAGE>

11.  Players shall not have any cause or right of action for damages or
otherwise against Licensor, the owner of the gaming software or any of its
associates, affiliates, parent or subsidiary corporations and the Player hereby
expressly waives any and all such causes or rights of action.

12.  Players shall not participate in the games, open, use or reuse an account,
enter the website, or the casino, nor accept any prize if player does not fully
understand, agree to, become a party to, and shall abide by, without exception,
all rules, regulations, terms and conditions contained herein and as such rules,
regulations, terms and conditions may change from time to time.

Page 18
<PAGE>

                                 SCHEDULE "C"

Description of Casino Casino Software

Casino Casino is a JAVA based Internet casino software package that allows
customers to set up and operate an Internet based casino site subject to proper
licensing, hardware and bandwidth to be supplied by the customer. Casino Casino
offers the following games: Blackjack, Carribean Poker, Slots (4 different
types), Roulette, Craps, and Video Poker (4 different types). Casino Casino was
designed to operate over the Internet with no requirement for downloading of any
software in advance. This is made possible by using the JAVA development
platform, which will operate on any personal computer that is connected to the
Internet. The Casino Casino software consists of three main daemons or servers,
namely Games, Commerce and Bank. Further descriptions of each are contained
herein. All three daemons are thread based, any new requests start a new thread.
Once the service is finished the thread is terminated. Since the lifetime of the
thread is minimal the overhead of a large number of players is minimal. The
Software is designed for optional performance with the Internet Explorer 4.0 or
higher browser. While compatable with other browsers, the Software may display
irregularities using such browsers and will display anomalies if a User is
behind a firewall or proxy server. The JAVA code compiled is most compatible
with IE4.0's ire (JAVA Run time Environment) native to each browser.

1.   The gaming engine is responsible for running the random number generator
(RGN) used in all the games. The advantage of this central engine is that as new
games are developed they can be plugged into this central engine, with out the
need for a complete re-write. The number generator is based on the "lagged
Fibonacci method". The initial seed is also randomly generated using standard
Java calls to obtain a number between 0 and 2 32 (-4 billion).This action occurs
on the server side to which the player has no access. If a player disconnects
during a game, ie: blackjack, then the player is awarded a loss.

2.   The database engine keeps track of all the players and gaming transactions
and adheres to the RDBMS & object orientated computing environment. All
transactions are tracked by administrative software that is based on Microsoft
SQL. Player information is available to the casino operator, online using a
loaded java applet, that operates in the Microsoft Internet Browser. Operators
can generate certain reports on the status of players, actual bank transactions
with flags and the status of the games. The operator is provided access to this
database by entering a username and password to ensure security. Multiple on-
line reports can be generated simultaneously because each query will launch a
new Internet window. Operators can be on-line and monitor any or all players in
real time by refreshing their view windows as often as required and some of the
reports that are required to be monitored continuously are set to auto-refresh
every one minute.

Operators can also add or remove players from the site, issue credits or debits
and check the overall performance of all the games -and players per game by date
or historically.

3.   The commerce engine is responsible for interfacing to the credit card
processor. The player must fill out an on-line application provided by the
Casino Casino software package that includes all relevant address and contact
information. The player is instructed to select a password. After the form is
completed the player is issued a username by the Commerce software which
forwards the details to the auto-email engine which sends out a "welcome to
casino" email message with

Page 19
<PAGE>

username and password. The player logs in through the browser using the username
and password. The player is now presented with the option to register a credit
card from which funds will be debited to play the casino games. The credit card
number and expiry date as well as the customer information are stored together
on the Commerce server in a SQL database format. The player then can deposit
funds into his/her account to use at any or all of the games offered by the
Casino Casino software. At this point the software will forward the customer
information and the credit card information to an online credit card processing
facility ( for example Secure Bank.com) This third party is responsible for
validating the credit card and customer information through a "scrubbing"
process. If the customer is in good standing a message will be sent back to the
Commerce server and the customer will be notified that the funds are available
and can begin gaming immediately. If the customer does not pass the credit test,
he is notified that the transaction has failed and he is unable to proceed.

Adequate bandwidth or connection speed is required for proper operation and
maintenance of the Casino Casino Software,

The operating parameters for each game are as follows:

Blackjack: There are 8 decks in the dealing shoe. The shoe is reshuffled
approximately 3/4 of the way through but not always at the same place. The RNG
will generate the shuffle location as the deck approaches the 3/4 mark. Also if
the player leaves the game and re-enters a re-shuffle will occur. This adheres
to standard Las Vegas rules including, double down on any hand, split any same
cards, double down on splits and insurance. There is no surrender.

Carribean Poker: This is a single deck shoe and is re-shuffled after every hand.
The games uses the standard Las Vegas rules for payout.

Slots: The payout of the slots is governed by the number of graphic icons on the
wheels and the use of the RNG. There are three wheels and the RNG is used to
stop each of the wheels at different locations. Adjustment of the odds is
hardcoded.

Video Poker: Video poker is a single deck deal and is re-shuffied after every
play. The games use the standard Las Vegas rules for payout, as posted on each
of the machines. Players may throw away the whole hand if they wish.

Roulette: The roulette uses the RNG for each wheel spin. As long as the player
stays on the game the game will list, on the left side of the display window, a
history of the numbers that have been generated by the game. The list is 15
numbers long. The 16th number will be displayed at the top of the list and the
1st number will be dropped from the list. The minimum bet is 5 dollars and the
max bet is 100 dollars.

Craps: The RNG is used for each roll of the dice. The payout is set as per the
rules of Craps, Las Vegas.

The Licensee shall assume all responsibility for any and all security issues
relating to the use of the Software in connection with the Business. Any
adjustments to the home page, graphics, etc, are the responsibility of the
casino operator.

Page 20