POKER COM INC, 10SB12G, 2000-01-28

POKER COM INC
10SB12G, 2000-01-28

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________________

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR 12(g)

POKER.COM INC.
(Name of small business issuer as specified in its charter)

Florida 98-0199508
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

#1502 - 1166 Alberni Street
Vancouver, British Columbia, Canada, V6E 3Z3
(Address, including postal code, of registrant's principal executive offices)

(604) 689-5998
(Telephone number including area code)

Securities to be registered under Section 12(b) of the Exchange Act: None

Securities to be registered under Section 12(g) of the Exchange Act:
Common Stock

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POKER .COM INC.
Form 10 - SB

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Part 1

Page
<S> <C>
Item 1 Description of Business 3

Item 2 Management Discussion and or Plan of Operation 22

Item 3 Description of Property 29

Item 4 Security Ownership of Certain Beneficial Owners
Management 30

Item 5 Directors, Executive Officers, Promoters and control persons 30

Item 6 Executive Compensation 31

Item 7 Certain Relationships and Related Transactions 33

Item 8 Description of Securities 34

Part 11

Page
Item 1 Market Price of and Dividends on the Regsitrant's
Common Equity and Other Shareholder matters 35

Item 2 Legal Proceedings 36

Item 3 Changes in and Disagreements with Accountants on Accounts 36

Item 4 Recent Sale of Unregistered Securities 36

Item 5 Indemnification of Directors and Officers 37

Part F/S Index to Financial Statements 39

Part 111

Item 1 Index to Exhibits 48
</TABLE>

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PART 1

Item 1 Description of Business
-----------------------

General Development of business

The company was incorporated in Florida on May 3/rd/, 1989 as Sparta Ventures
Corp., In 1998 the company entered into an Agreement with Thermal Ablation
Technologies Canada Inc ("Thermal") which had developed a thermal balloon
ablation system to eliminate dysfunctional uterine bleeding. The Company's
obligation was to raise $3 million to pursue the development of a prototype
unit. As a result of this agreement the Company changed its name to Thermal
Ablation Technology Corporation on October 8/th/, 1998 The company raised
$150,000 in a private placement which it invested into Thermal but was unable to
raise any further capital with a result that the deal collapsed. The company
retained a 6% interest in Thermal with no further obligation. As the company had
up until this time no operating entity it started to scout around for a business
opportunity and on reviewing the possibility of purchasing the domain/url
www.Poker.com, the Company entered into a purchase agreement with UniNet
Technology Inc. ("UniNet") on July, 16/th/ 1999 to purchase the worldwide rights
to use and market the URL/Domain www.poker.com for a purchase consideration of
$100,000, the issuance of 500,000 shares and a 4% royalty. On August 10, 1999
the company changed its name to Poker.com Inc.

The company is now engaged on the Internet in the business of selling turnkey
on-line gaming casino and software sub-licenses and marketing www.poker.com as a
poker card room and a gaming portal. The Company (through its wholly owned
subsidiary, Casino Marketing SA ("CasinoM") entered into a Master Sub-Licensing
Agreement with GamingTech Corporation (a wholly owned subsidiary of Chartwell
Technology Inc.) whereby GamingTech provided to Casino Marketing the world
rights to sell Casino software licenses. The Company will earn revenue from
license fees, royalty fees, advertising and e-commerce.

To induce GamingTech to provide CasinoM with the world wide rights to sell their
software licenses CasinoM agreed to purchase a Software License from GamingTech
for $100,000 which will enable CasinoM to sell software sub-licenses and sell
multiple Casino links to a sub-licensees master casino for $30,000 each.

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The company's principal offices are located at Suite 1502, 1166 Alberni Street,
Vancouver, British Columbia, V6E 3Z3, Canada. The company's telephone number is
(604) 689-5998, and the fax number is (604) 683-6013.

Prior to October, 1999 the company had not been engaged in any active business
and had not earned any revenue.

The Internet

The Internet is, without a doubt, the fastest growing telecommunications medium
in history. Although the Internet only began to become extensively used by
businesses and individuals in 1993, in that six year period, it has grown from
virtually nothing to boast an estimated 81 million users worldwide. It took only
5 years for the Internet to reach 50 million users. This compares to 38 years
for radio, 13 years for television, and 10 years for cable. All accounts of the
future for this amazing medium predict continued growth. And we agree. The
Internet is as nothing encountered by our society to date. It allows us all to
become publishers of information (or content) that can be viewed by anyone in
the world. It allows companies to sell goods and services to a global and
rapidly growing market. It allows customers to quickly and easily survey the
offerings of thousands of suppliers. It eases communications and it tests the
sovereignty of governments whose power and influence have always depended upon
physical borders.

The convergence of computers and communications that has manifested itself in
the Internet is rapidly changing the world around us. Banking, books, stock
trading, groceries, and yes, even gambling are now being offered on the
Internet. A mere 5 years ago, few people had not even heard of the Internet, let
alone used it. Now, it is almost everywhere and the Internet is rushing headlong
towards ubiquity. Newspaper and television ads now feature the distinctive
http://www.mybusiness.com/. News shows and press articles direct viewers and
readers to "find out more on the web". The Internet is smashing long held
paradigms and forcing almost every company in the world to re-evaluate its
business plan in the face of this stampeding medium.

Gambling has also entered this digital age. Despite great skepticism, at-home
gambling via the Internet established itself in 1998.

- - Excerpted from Wagering on the Internet - a strategic analysis of the online
gambling industry by River City Group, LLC and Christiansen Capital Advisors,
Inc.

With increased consumer support for e-commerce, and a growing confidence in
making secure financial transactions online, it is expected that the Internet
will soon become a primary source for seeking out and evaluating entertainment
choices. Those websites that offer entertainment-driven content with a high
level of interactivity through chat and multimedia will attract the most
traffic. The interactive component is also evolving, with the convergence of the
Internet and the latest video streaming techniques. Fun, participation, and
information combine to offer a complete entertainment experience. www.poker.com
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offers all of these components.

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Figure 1. Internet Population

[GRAPH APPEARS HERE]

Worldwide
---------

1995 1996 1997 1998 1999 2000 2001 2002 2003
25,000 30,000 35,000 142,000 214,000 266,000 358,000 430,000 502,000

[GRAPH APPEARS HERE]

US Only
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1995 1996 1997 1998 1999 2000 2001 2002 2003
25,000 30,000 35,000 63,000 86,000 109,000 132,000 155,000 173,000

Source: Christiansen Cummings Associates Inc.

Competitive Business

Competition

The online gaming market is new, rapidly evolving and intensely competitive and
the Company expects that competition will further intensify in the future.
Barriers to entry are minimal, and current and new competitors can launch new
sites at a relatively low cost.

The Company believes that the principal competitive factors in its online market
are brand recognition, selection, variety of value-added services, ease-of-use,
site content, quality of service, and technical expertise. Many of the Company's
potential competitors have longer operating histories, larger customer bases,
greater brand recognition and greater financial, marketing and other resources
than the Company. The Company is aware that certain of its competitors have and
may continue to adopt aggressive policies and devote substantially more
resources to website and systems development than the Company. Increased
competition may result in reduced operating margins, loss of market share and a
diminished brand franchise.

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However, to compete with the existing software developers and direct traffic to
the Company's sub-licensees, the Company has established www.poker.com as a
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gaming Portal to encourage potential subscribers to visit the site by offering
them general gaming information, free games, free e-mail, an entry point to
visit a sub-licensees gaming site, a chat line and forum, a retail e-commerce
facility. Based on the portal the company expects to generate substantial
traffic to its site. The company has also entered into various contracts to
purchase traffic and key words from www.galore.com and [email protected]
-------------- -------------------
respectively which will result in a much higher traffic count to their web site
than to most other gaming sites on the Internet.

The Internet has changed the face of gaming, taking it beyond the confines of
political and physical boundaries and into the virtual world. More importantly,
it has broadened the user base to include every country across the globe.

Internet Gaming Companies

A number of public and private companies are competing for market share
in the Internet Gaming world.

CryptoLogic Inc. (Toronto Stock Exchange: CRY)
CRY is a public company traded on the Toronto Stock Exchange.
Cryptologic is a well-known licensor in the software/technology side of
the industry. The Company charges licensees an up-front $250,000
licensing fee for use of its 19 casino games, as well as charging 50%
of each licensee's net revenue. CRY has two primary technologies.
"E-cash" software is an efficient and secure application that utilizes
proprietary real-time cryptographic technology to enable secure
Internet commerce and information transmission. Internet casino
software was first released in 1996 and licensed through the
wholly-owned subsidiary Internet Overseas Licensing Limited (IOLL).
IOLL's 12 licensees comprise one of the largest segments of the online
casino market. CRY's expertise consists of: Internet software
development; Internet communications; client/server applications; data
security and random number generation; international banking;
mathematics; 3D graphics; and animation.

Starnet Communications International Inc. (NASD OTC BB: SNMM)
Starnet is primarily a developer, licensor, and provider of online
gaming technology and websites. Starnet currently offers online gaming
services through its own World Gaming Services, Inc. subsidiary that
only serves clientele outside of North America, and through it Softec
Systems Carribean, Inc. subsidiary that licenses turnkey online gaming
packages to independent licensees. As at the end of June 1999, Starnet
had launched websites for 42 licensees. Virtual casino offerings
include more than 22 different games such as blackjack, pai gow poker,
roulette, and craps. A live sports book is also operational.

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Starnet charges its licensees a US $100,000 up-front fee, consulting
fees, and a percentage of each licensee's net revenues (based on a
graduated calculation from 40% of the first US $100,000 down to 15% of
any net revenues over US $5,000,000).

Chartwell Technology Inc. (Alberta Stock Exchange: CWH)
Prior to becoming involved in the Internet gaming industry, Chartwell
was an oil and gas exploration and development based in western Canada.
With its acquisition of Gateway Technology Inc. in January 1998, the
Company now licenses Java-based Internet Gaming software. The Company's
licensing fee charges are $100,000.

Atlantic International Entertainment, Ltd. (NASD OTC BB:AIEE)
AIEE develops and markets interactive products and services focused on
two major sectors of the gaming industry interactive gaming & wagering
and information technology products and services. AIEE develops and
markets worldwide private network and interactive gaming and wagering
products including its proprietary flagship products, Internet Casino
Extension, also known as ICE. AIEE licenses its products to licensed
casino operators and sports wagering businesses for a fee of $250,000
to $350,000, depending on the types of products licensed. AIEE has
entered into eleven license agreements for the ICE product. The company
licenses the "webSports" sportsbook software system to casino operators
and sports book businesses. AIEE has entered into seven license
agreements for the "webSports" product.

Intertops Antigua, International Gaming & Entertainment Ltd.
Intertops operates an online casino and sportsbook. The casino is based
in Antigua. The sportsbook accepts US and Canadian currencies.

You Bet International, Inc. (NASDAQ: UBET)
UBET is a technology company that specializes in live online event
wagering. UBET is an innovator in the areas of content development,
network deployment, and management services. UBET currently provides an
interactive race and sports environment. UBET's Chairman is also the
founder and largest shareholder of Silicon Gaming, Inc. (SGIC).

Youbet.com, Inc., which recently changed from YouBet International,
Inc. to reflect its interest in developing an e-commerce business, is a
development stage company engaged in developing PC-based propriety
communications software technology to be utilized by consumers for
online entertainment purposes. The Company has developed proprietary
technology in both the computer and horse racing industries.

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YouBet is a "closed-loop" Intranet system operating in selected states.
Thus, the potential market that YouBet can target is narrow. To place a
wager on YouBet's system, a customer must open an account with YouBet,
open a separate account with Ladbrokes Call-A-Bet, wait for the CD to
arrive in the mail, and install it.

Virtual Gaming Technologies, Inc. (NASD OTC BB: VGTI)
VGTI has developed expertise in gaming, software development and
network integration. It is currently developing an interactive gaming
service and virtual casino on the Internet.

PlayStar Wyoming Holding Corp. (NASD OTC BB: PSCKF)

Through its PlayStar Limited and Antigua Casino Subsidiaries, operates,
promotes and commercializes interactive software-based games of chance.
PSCKF's games are offered as an online service accessible worldwide on
the Internet.

CyberGames Inc. (NASD OTC BB: CYGA)
CYGA (formerly known as World gaming Inc.), an owner of four
traditional hotel-based casinos in Costa Rica, acquired 5 Internet
casinos in 1998. Currently, CYGA is developing three more online
casinos, an operational management and reporting services, and an
Internet credit card clearing system with the goal of becoming a
fully-integrated Internet services company for the gaming industry.
CYGA expects to go online with its projects during 1999 as it begins to
implement its growth plan.

Global Games Corp. (NASD OTC BB: GLOW)
GLOW develops and licenses software for Internet gaming and
non-wagering games on the Internet. GLOW also develops software for
commercial Internet services including credit card processing and
online check transactions. In addition, GLOW provides management
services and consulting to operators of gaming establishments outside
the US.

Total Entertainment Inc. (NASD OTC BB: TTLN)
TTLN licenses software for Internet gaming. TTLN also provides secure
automated transaction processing and proprietary software for Internet
clients. In addition, TTLN provides entertainment management, marketing
and consulting services.

Boss Media AB (Sweden - www.bossmedia.com)
-----------------
Boss Media AB, develops turnkey solutions for online casinos. The
Company grants licenses for products needed to create and maintain an
online gaming business. The Company provides software, a game server
payment system, website design, a marketing platform and services. The
product line includes

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"Seven Card Stud" and "Roulette". Its two subsidiaries are located in
Antigua. Boss Casinos Ltd. focuses on the daily technical maintenance
and operation processing of financial transactions.

Private Companies

MicroGaming - (South Africa)
A private company based in South Africa, MicroGaming develops and sells
turnkey Internet casino systems to casino operators and entrepreneurs
for a licensing fee of $100,000 (five casino-based games). MicroGaming
also assists in the areas banking services, and general
consulting/marketing services.

The company, in selling Casino links for $35,000, have created a highly
competitive environment

And expect to sell a substantial number of Casino links.

The Company also recognised the fact that the poker card room software that they
had purchased from ASF Games is now 2/nd/ generation and are negotiating to
purchase a new 3/rd/ generation software licence to compete more aggressively in
the marketplace. This software should be available to the Company by mid
February, 2000.

Government Regulation of the Internet

There are currently no requirements set out by Government Regulations for
approval of Development and/or sale of gaming software or sale of gaming
licenses. The Company does not operate a gaming site and is therefore not
subject to the regulations proposed under the 'Kyle' bill ( see 'Risks' ). The
Company does not propose to sell any gaming licenses to any USA or Canadian
entities.

The Company may be subject, both directly and indirectly, to various laws and
regulations relating to its proposed business, although there are few laws or
regulations directly applicable to access to the Internet. However, due to the
increasing popularity and use of the Internet, it is possible that a number of
laws and regulations may be adopted with respect to gaming on the Internet. Such
laws and regulations may cover issues such as user privacy, pricing, content,
copyrights, distribution and characteristics and quality of products and
services. Furthermore, the growth and development of the market for online
commerce may prompt calls for more stringent consumer protection laws that may
impose additional burdens on those companies conducting business online. The
enactment of any additional laws or regulations may impede the growth of gaming
on the Internet which could, in turn, decrease the demand for the Company's
products and services and increase the Company's cost of doing business, or
otherwise have an adverse effect on the Company.

The applicability to the Internet of existing laws in various jurisdictions
governing issues such as property ownership, sales and other taxes, libel and
personal privacy is uncertain and could expose the Company to substantial
liability. Any new legislation or regulation, or the application of existing
laws and regulations to the Internet could have a material adverse effect on the
Company.

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The impact of the Kyl Bill, if it is approved by Congress, would make it illegal
for anyone from the USA to operate a Casino in the USA or take wagers in the USA
or to place wagers in the USA. This could have an negative impact on the revenue
generated by the Company's licensees who may derive the bulk of their revenue
from wagers emanating from the USA which will in turn affect the revenue earned
by the Company from the sub-licensees.

Internet Gaming Industry Regulation

In July 1998, the US Senate voted to largely prohibit gambling on the Internet.
Under the legislation, operators of illegal Internet gambling sites could be
sentenced to up to four years in jail and fined up to $20,000. Gamblers who
illegally bet via the Internet could receive a jail sentence of up to three
months and a fine of either $500 or three times the amount bet. Some
Internet-based "fantasy" or "rotisserie" sports league activities would be
exempt from the ban. However, in August 1998 the US House of Representatives
overwhelmingly voted down the legislation. On March 23, 1999, Senator Kyl
(R-Arz.) submitted Bill S.692 to the Senate for consideration. The Bill was
passed in November 1999 but it is still questionable as to whether the House of
Representatives would view it any differently from the last Internet gaming bill
which was turned down.

The move on the part of the federal government to ban Internet gambling is a
departure from gambling policy. The federal government has typically left the
issue up to the authority of the state governments, resulting in wide range of
attitudes towards gambling. Most states allow some type of gambling, whether it
be full casinos, card rooms, pari-mutuel tracks or state-operated lotteries.
Only two states, Hawaii and Utah, prohibit all forms of gaming.

These opinions have now become common knowledge from various gaming industry
analysts including excerpts from Bear Sterns review of the Gaming Industry
published in January, 2000 And from leading gaming industry experts such as Sue
Schneider

Current Internet Gambling Enforcement

Senator Jon Kyl released his proposed "Internet Gambling Prohibition Act" on
March 29, 1999. A similar Bill, also proposed by Senator Kyl, failed to pass in
1998. The current proposed 28 page Bill attempts to ban most forms of gambling
on the Internet within US borders. There is no prohibition on individuals
placing bets over the Internet. Only "gambling businesses", within US
jurisdiction, are proposed to be prohibited. The Bill also outlines several
exemptions, some of which are summarized below:

. The basic proposal states that it shall be unlawful for a person engaged in
a gambling business to use the Internet or any other interactive computer
service to place, receive, or otherwise make a bet or wager. The
significance of the language is that it does not illegalize the act of
gambling on the Internet. Only gambling businesses based and operated
within US borders are affected.

. Penalties for violators include fines in the amount of total wagers
received, or $20,000, whichever is greater, and jail time up to four years.
This is significant and, if approved, will limit new participants.

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. Several types of gambling are exempted. These include fantasy sports
leagues, state lotteries, and certain activities under the Interstate
Horseracing Act 1978.

. The bill provides that interactive computer service providers shall have no
liability for hosting illegal gambling businesses.

State Role in Prohibition of Internet Gambling

Residents in states prohibiting gambling may circumvent anti-gaming laws by
logging into the Internet. Several states have taken the initiative to curtail
Internet gambling within their borders by taking legal action against the
website operators. In the following section, measures taken by state offices to
prosecute Internet and offshore gambling operations that have transacted
business within their states are summarized.

Nevada - In July 1997, Nevada became the first state to pass a law outlawing
Internet gambling site. In addition, the law allows for the prosecution of those
accepting bets from Nevada residents. The Senate Bill 318 is the first statute
to expressly allow licensed race and sports books, off-track betting operators
and casinos to accept wagers via the Internet.

Minnesota - The Minnesota Attorney General sued Wager Net Web, a Las Vegas-based
company that was preparing to offer sports betting over the Internet, for
consumer fraud when the company advertised that its service was legal. The
company intended the service to be set up and run by another company located
outside the US Subsequently, the company filed an appeal with the state court of
appeals claiming that the state did not have jurisdiction over the company since
it was not based in Minnesota. In December 1997, a Minnesota state court ruled
that the Attorney General does indeed have jurisdiction to prosecute Internet
gambling companies. The state is seeking a court order to stop the advertising
and civil penalties of at least $25,000. The case reached the Minnesota State
Supreme Court, where on May 8, the state court upheld the lower court's ruling.
The court, however, did not address the issue of whether Internet gambling
itself is illegal.

Wisconsin and Missouri - The Coeur d'Alene Indian Tribe of Idaho, Unistar
Entertainment and Executone Information Systems are being sued by the attorneys
general of Wisconsin and Missouri over the operation of a national online
lottery. The tribe claims that it has the authorization to operate the lottery
under the Indian Gaming Regulatory act of 1988 since the computer server
operating the games is located on the reservation. The states contend that the
gambler must be physically present on the reservation when gambling as opposed
to using the Internet. The lawsuit seeks injunctions to stop the operation of
the gambling sites in Wisconsin, in addition to fines and consumer restitution.

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applications by Missouri residents. When the company accepted wagers by
undercover agents in Missouri, criminal charges were filed against the company's
president. The case is still pending.

Environmental Laws

As the Company business is exclusively conducted on the Internet, the Company is
not impacted by any environmental issues.

Full Time Employees.

The Company is currently managed by Charlo Barbosa, the President and COO and Mr
Michael Jackson, the CEO who works full time in the affairs of the Company. The
company contracts out their Investor Relations department, accounting
department, Sales and their technical department.

Y2K Compliance

The company's software have been programmed for Y2K compliance.

Business of the Company

The Company has formulated a business model which is being developed in three
phases. Each phase is interrelated and overlaps with each other.

Phase 1

In Phase 1, the Company acquired from UniNet the world wide rights to use and
license the url/domain Poker.com. The company also purchased a license from ASF
Software Inc. ("ASF") which entitled the Company to sub-license ASF's
multi-player `Texas Hold Em' poker software to a third party operator.

The company sold the exclusive rights to use the URL www.poker.com for the
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operation of an online gaming site and sold a sub-license to use the ASF
software to operate a multi-player poker card-room and casino under the
www.poker.com domain to Antico Holdings SA (`Antico') of Costa Rica. Under this
- -------------
agreement the company will earn revenue from marketing and directing traffic to
the sub-licensee's web-site of 20% of the deposits from each player that signs
up to play poker.

The Company has developed an opt-in advertising program and will earn revenue
from sponsors of the opt-in newsletter program as well as from sales of banner
advertising and retail e-commerce product. Poker.com, Inc. intends to partner
with some of the largest sites on the Internet that offer products and services
such as www.amazon.com (for books on poker, gambling and the strategy of
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winning), and www.travelocity.com (for airfare tickets to gaming destinations
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and travel in general). Poker.com will have its own electronic shopping cart
system selling t-shirts, hats, cards and numerous other items.

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Phase 2

Phase 2 is dedicated to developing a sub-licensing program. The Company through
its wholly owned subsidiary, Casino Marketing SA has entered into a Master Sub-
license Agreement with Gamingtech Corporation ("Gamingtech") ( a wholly owned
subsidiary of Chartwell Technologies Inc ("Chartwell") software developers)
which enables the company to market Chartwell's Java based gaming software
systems and earn Licensing fees and ongoing royalty fees. The Company has
recently set up servers in Costa Rica incorporating the Chartwell software which
the Company has sold to Antico Holdings SA who will operate a Master Casino and
provide Technical and Administrative services to the Company's future sub-
licensees. The software incorporates 19 Casino games played for real money. The
Company is also in negotiation with ASFSoftware to represent them under a Master
Sub-License Agreement which will enable the company to offer prospective buyers
an alternative range of gaming software.

ASF has developed several multi-player games similar to the `Texas Hold Em'
multi-player poker now offered at the www.poker.com site. Due to the complexity
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and rich graphical content of this type of software, it requires downloading
onto the user's computer hard drive or a CD-Rom version while the Java based
Chartwell games require no downloading.

To capitalize on the vast pool of potential players worldwide, Poker.com, Inc.
will offer software to its sub-licensees in different language, as they become
available from the Licensors, such as Chinese, Spanish, German, French, and
Japanese. Each sub-licensee will also be required to become a regular sponsor of
opt-in newletter program .

Games

The Chartwell games include the following

Pai-gow Caribbean Poker
Blackjack Baccarat
Roulette Craps
Sic Bo Video Poker
Slots

Services

Poker.com, Inc., through its service agreement with Antico, will be able to
provide sub-licensees the following:

. Initial Internet gaming license
. A virtual casino "theme"
. Sophisticated visual and sound effects to create a total gaming
experience
. Real-time wagering o Secure encrypted merchant accounts and
electronic fund transfers
. Analysis of all gaming data, including win/loss and monitoring of
players' activities
. Administration and complete 24hr, 7 days per week support services
. Monitoring of all fund flows

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. Hosting of server software

Phase 3

During Phase 3, the Company intends to rapidly build market share through the
development of the www.poker.com web-site as a gaming portal. It is the
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Company's goal to create a comprehensive gaming portal that will offer gaming
enthusiasts and novice players alike, the best in gaming information and
software, variety of entertainment and casino games (both free and for money
wagering) and a friendly easy-to-use interface.

Free E-mail

In conjunction with the development of the portal, Poker.com will offer
free web-based e-mail accounts similar to that of www.hotmail.com.
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Users can log in and check their e-mail from any browser, anywhere in
the world. Revenue will be generated via banner advertising that will
appear at the top of the user's inbox, outbox, saved and sent message
screens for maximum exposure. Advertisers will be charged $5 per 1000
email ads. The Company estimates that it will host 20,000 e-mail
accounts by the middle of next year. Assuming that an average user
would be checking his e-mail 4 times a day, this would generate 16
impressions per user which would result in 320,000 impressions a day -
generating revenue of approximately $584,000 per year.

Banner Advertising

The Company will offer premium banner space for up to 10 gaming sites.
The sites featured will have a 200-word description plus sample screen
shots of their web site. They will be charged up to $5,000 per month
for each featured site. All banners will be rotated once per hour to
ensure that each advertiser attains maximum exposure. Projected banner
revenue is estimated at $600,000 per year.

Affiliation Programs

Although the Company will derive revenue from affiliation programs to
other casino sites, it has not been included as potential revenue as it
is currently difficult to quantify.

The Company's Master Software Sub-Licensing Agreement acquired by CasinoM from
GamingTech is valid for 3 years commencing November, 1999 with two automatic
renewals of 3 years each for a total period of 9 years provided that the
agreement has not been breached.

Internet on-line gaming is a global business operating 365 days a year 24 hours
a day and is not subject to seasonal conditions.

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As the Company only provides gaming software acquired from and developed by
third party providers, the company carries no inventory nor does it require
research and development capital.

Marketing Strategy

The obvious leveraging power of the Poker.com domain will be immediately
utilized at all levels of the marketing strategy. Due to the very nature of a
`portal' there will be a revolving roster, and each casino will be linked
directly under a specific game-link word. Eventually, the portal will develop as
a search engine, which will give the Company the ability to negotiate marketing
deals with virtually every interactive entertainment software developer. The
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Company will require that each sub-licensee and affiliate contribute to the
advertising campaigns that the portal coordinates. Each casino sub-licensee will
become a sponsor of the poker.com newsletter.

Poker.com, Inc. has developed a comprehensive marketing program that is now
being implemented, as real money is currently being wagered at the poker.com
site. The program will be customized for specific cultures, including
prospective Asian, European, South American, Australian and South African
players. As well, the Company's marketing expertise and resources will enhance
the ability of its sub-licensees to market their gambling sites. Poker.com,
Inc.'s management will assist in coordinating the marketing programs of its
sub-licensees and will be actively involved in their development and
implementation.

The Company has established its marketing office in Vancouver, BC, Canada. From
this marketing office, the Company intends to promote its sub-licensees'
Internet gaming websites.

Overview of Operations

Poker.com is presently in its initial growth stage. Key strategic developments
to date have included the purchase of the URL www.poker.com in order to
capitalize on the globally recognized brand name `poker', the Master sub-license
agreement entered into with Chartwell/Gamingtech. and the pending Master
sub-license agreement with ASF as well as the development of Poker.com as a
gaming portal. Poker.com possesses, what management considers to be, the most up
to date gaming technology at the most competitive pricing on the internet which
will enable the company to sell a substantial number of sub-licenses and become
one of the largest Internet gaming software sellers on the Internet.

The company's infrastructure consists of a management team including Charlo
Barbosa who acts as President and Michael Jackson, who acts as CEO , who conduct
the day to day management of the company with a group of consultants who are
providing investor relations support, sales and marketing , accounting and
technical support. The company, in selling turnkey gaming software licenses,
provides the hardware and software systems to enable the gaming sub-licenses to
operate a casino or multi-player poker card room. The company also offers their
licensees introduction to server hosting facilities, administration and banking
services as well as legal services in various global jurisdictions.

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The company's first sub-licensee, Antico Holdings SA, ("Antico") who are located
in Costa Rica, initially purchased the ASF multi-player poker gaming sub-license
to operate a card-room subsequently purchased a GamingTech software sub-license
to operate an on-line Casino. The company has set up server facilities in Costa
Rica, which they have sold, with the sub-licenses, to Antico. The purchase price
for the Multi-player Poker software including 2 servers was $200,000 plus an
ongoing marketing fee of 20% of all deposits made on the site while the purchase
price of the Casino sub-license including the software and 2 servers was $65,000
plus a royalty fee of 25% of the ongoing net profit generated from their Casino.
Antico have agreed to provide to the Company's future sub-licensees full
Technical and Administrative support including credit card processing and
banking.

With the Master sub-license agreements in place, the company expects to achieve
rapid market penetration and earn substantial revenue from on-going royalty
fees.

The Business Plan

Executive Summary

Introduction

Poker.com, Inc. is an Internet Gaming software licensing and marketing Company
that has secured the world wide rights to market the www.poker.com web-site for
-------------
on-line gaming and the world wide rights to market GamingTech Java based Casino
software and ASF Games multi-player poker licenses.

Poker.com Inc. is actively working towards establishing www.poker.com as the
-------------
leading Internet brand name for gaming software. The company is also utilizing
its marketing potential and its widely recognized domain to position itself as
one of the foremost Internet gaming portals.

Poker.com has no intention of owning nor operating any Internet gaming operation
but will act exclusively as marketing agents and software sub-licensors in order
to sell casino and multi-player poker software. The company will derive its
revenue from selling gaming software licenses and from on going monthly royalty
payments from sub-licensees operating their own casinos and multi-player poker
card rooms. Revenue will also be generated from marketing fees, advertising,
banner sales and e-commerce affiliations.

The company is building up a strong infrastructure to achieve its objectives to
become the leading gaming sub-licensor on the Internet and expects to become the
largest Internet software supplier within 6 months.

Background

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Poker.com, Inc. began trading as a publicly listed company on the NASD OTC
Bulletin Board exchange under the symbol 'PKER' on August 19, 1999. Poker.com,
Inc. has the exclusive worldwide rights to market the www.poker.com URL until
-------------
the year 2098. These rights were acquired from UniNet Technology Inc., which had
purchased them from the registered owner of the URL, Alacorp.

The company sold their first Multi-Player software license to Antico Holdings SA
who launched their card-room for money wagering on October 12/th/ 1999. On
November 30/th/ 1999 the Company through their wholly owned subsidiary `Casino
Marketing SA.' entered into a world wide Master Sub-License agreement with
GamingTech Corporation (a wholly owned subsidiary of Chartwell Technologies
Inc.) who have developed a suite of 18 internet Java based casino games, which
entitles Poker.com to sell Casino sub-licenses and thereby generate License Fees
and monthly royalty payments. The company is currently negotiating with 10
potential licensees to purchase the Casino licenses.

On December 5/th/ 1999 the Company was informed by ASF Games that they have
agreed to enter into a sub-licensing agreement whereby Poker.com is granted the
world wide rights to sell Multi-player poker software and retain a licensing fee
and a monthly royalty from revenue generated by sub-licensees.

Through its exclusive worldwide license to market the www.poker.com URL, the
-------------
Company has created a number of revenue-generating strategies, which are being
implemented and which should produce substantial revenue commencing beginning
January, 2000.

Corporate Philosophy

Management of Poker.com, Inc. realized that it would be a costly and lengthy
process to develop its own gaming software and compete with a number of
established software developers to become sub-licensors. The company decided
that in order to take advantage of the lucrative on-line gaming market, it would
enter into a Master sub-licensing agreement which would allow the company to
sell gaming sub-licenses and earn licensing fees and royalties without the costs
associated with software development and upgrades as new technology is
developed. This will allow the company to rapidly establish brand awareness and
a commanding Internet presence.

Business Development

The Company is developing its business model in 3 phases which are overlapping

In Phase 1, which started on the 12/th/ October 1999, the Company will derive
revenue from marketing the poker.com domain and directing traffic to Antico's
multi-player poker site in Costa Rica. The Company will earn 20% of each deposit
made by a player that the Company directs to Antico's multi-player poker room at
www.poker.com.
- -------------

During this phase the Company will also be launching its opt-in newsletter. The
term opt-in means that the respondent has actively subscribed to the newsletter.
Poker.com, Inc. will also offer free web-based e-mail accounts similar to that
of Hotmail.com.

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In phase 2, the Company entered into a Master Sub-licensing Agreement with
Chartwell Technologies Inc which will enable the to sell gaming software
systems. The Company expects to earn up to $30,000 for each sub-license they
sell and to earn a royalty fee of up to 15% from each sub-licensee's gross
revenue. The company is also in negotiation with ASF to acquire a Master
Sub-license Agreement.

Phase 3 involves the development of the poker.com portal as the site of choice
by Internet gaming enthusiasts and the marketing of banner ads.

Portal Development

The primary objective of the www.poker.com web-site is to drive traffic to the
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multi-player poker card-room and casino, and to build the site into one of the
Internet's top gaming portals, while developing brand loyalty that will
translate into return visits to the site. It is the Company's goal to create a
comprehensive gaming portal that will offer gaming enthusiasts and novice player
alike, the best in gaming information and software, variety of entertainment and
casino games, and a friendly easy-to-use interface. The site will constantly be
updated to reflect not only the technological and creative advances in the
gaming industry but the Company's commitment to long-term growth and excellence.
In addition, the site will offer a number of value-added services to encourage
visitors to come back to the site regularly including free-e-mail and a
comprehensive list of all the online gaming sites on the Internet.

Although the Company is not the first online gaming portal and software
licensing company, Poker.com, Inc. has already made www.poker.com one of the
-------------
most highly trafficked gaming sites on the Internet. With one of the most widely
recognized brand names on the Internet, an aggressive marketing strategy, and a
full spectrum of the best casino games available, Poker.com, Inc. expects to
become the leading gaming portal on the web.

Software Licensing

Poker.com, Inc. will generate significant revenues by sub-licensing gaming
software from Chartwell and other gaming software developers. The software
technologies will be sub-licensed to prospective and existing casino operators.
These types of licensing agreements open up significant opportunities to add a
host of alternative casino and card games. It is anticipated that horseracing
and a sports-book will also be added in the future. Revenue-sharing agreements
will be entered into with other software developers, whereby the Company will
share in the licensing fees and royalty fees.

In the future, it is anticipated that the Company may directly develop and/or
acquire software technologies.

Marketing Strategy

Poker.com, Inc., with its exclusive rights to market the unique www.poker.com
-------------
domain, will derive revenue from marketing the poker.com multi-player poker
card-room and casino, licensing fees and ongoing royalties from gaming software
sub-licensees. Further marketing initiatives that will be implemented include:
an opt-in newsletter program, banner advertising and retail e-commerce sales.

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<PAGE>

Poker.com Inc. has purchased a license from ASF Software Inc. ("ASF") which they
have sub-licensed to Antico Holdings SA with the exclusive rights to use the URL
www.poker.com to operate an online gaming site and the sub-licensing rights to
- -------------
use the ASF software to operate a multi-player poker card-room and casino.

As one of the first components of a comprehensive marketing plan, the Company
has contracted with Excite@Home (Nasdaq: ATHM) to position the poker site on the
-----------
www.excite.com search engine with links using ten of the most popular poker and
- --------------
gambling key words. The company has also entered into an agreement with
Galore.com, an Internet portal and search engine, which has agreed to direct up
to 900,000 unique visitors to the www.poker.com web-site per month.
-------------

Poker.com., Inc., by virtue of its widely recognized domain alone, is positioned
to become the dominant poker gaming site on the web. As a portal, it will be a
collaborative gaming website where leading casino operators mutually co-exist
and offer the full spectrum of casino games available. In this way, they are
able to deliver gaming content to the greatest number of participants possible.
The end result is more traffic and additional revenues. As a premier gaming
portal, www.poker.com will eventually lead the way in this emerging growth
-------------
market.

Poker.com, Inc.'s free e-mail service to subscribers further encourages them to
return to the site on a daily basis.

Poker.com, Inc. will also promote its users to access its chat rooms. Chat rooms
have become a cornerstone of Internet interactivity over the past year. Ninety
five percent of all major websites have chat functionality. Similarly, thirty
percent of all web activity is chat related. According to Jupiter Research, by
2002, the chat room market will grow to 64 million users.

Poker.com, Inc.'s primary strategy is to promote the www.poker.com brand and
-------------
strive for an industry leadership position by:

. Providing an interesting, friendly and high-interest content site
. Focusing on sub-licensing Casino gaming software
. Providing an innovative and easy-to-use software program
. Acquiring customers efficiently
. Maximizing customer retention and loyalty by offering great content
. Constantly expanding its customer base through multiple marketing
channels

Through the use of multiple marketing channels, the Company believes it will be
able to reduce its reliance on any one source of customers, maximize brand
awareness and lower average customer acquisition costs. The Company will promote
its brands through an aggressive marketing campaign using a combination of
online and traditional advertising.

Online consumers can easily fall into Internet patterns and evidence suggests
that they do not switch online allegiances easily. Poker.com, Inc. will also
work at making www.poker.com a starting point for the novice gambler and will
-------------
capitalize on this opportunity for capturing consumer loyalty. Thus, as traffic
flows to the www.poker.com site, the Company will fully capitalize on the
-------------
interest of these potential players by offering virtually instant access to a
variety of Java-based casino games. The cross-platform nature of Java makes it
possible to play these games on all major operating systems with no downloading
required. This is also a major convenience for users who have slower connections
to the Internet.

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<PAGE>

Marketing channels include:

Online Advertising

The Company will advertise on the sites of major Internet content and
service providers, and targeted gaming-related sites. This will include
search engines and portals.

Traditional Offline Advertising

Consumers use offline media channels to research, acquire and service
what they spend money for online. The Company will purchase traditional
advertising and may attempt to partner with certain traditional media
companies to attract new customers. Poker.com, Inc.'s traditional
advertising efforts may include radio advertising and print advertising
in gaming-related publications, including Cardplayer and Poker Digest.

Strategic Alliances

The Company will form strategic alliances with major Internet content
and service providers in order to enhance its new customer acquisition
efforts, increase purchases by current customers and expand brand
recognition. The Company will increase the number of alliances it has
established with search engines and negotiate to secure exclusive
rights, where possible, to place gaming banner advertisements and
integrated links to the Poker.com, Inc. sites on certain gaming-related
pages.

Direct Marketing Techniques

The Company will employ direct marketing techniques to target new and
existing customers with communications and promotions.

Opt-in Newsletter

Poker.com, Inc. will be launching its opt-in newsletter in December
1999. The term opt-in means that the respondent has actively subscribed
to the newsletter. Thus, the newsletter is entirely unsolicited and
spam-free. It can also be personalized and include information based on
demonstrated customer preferences and prior usage.

Poker.com, Inc. will attract new subscribers through its webmaster
affiliations, paying $.20 to these webmasters for each new sign-up. The
Company expects to gain 15,000 new subscribers in the first month,
increasing at a rate of 20% per month thereafter. Two newsletter
mailings will be distributed each week. The opt-in newsletter is
expected to generate revenues of approximately $1 million for
Poker.com, Inc. within its first year of operation.

Banner Advertisements

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<PAGE>

Banner advertisements are rectangular graphical/text images that can be
positioned in strategic locations on web pages and search engines on
the Internet. When a potential customer clicks on a banner, the
customer's browser points the customer to the advertiser's homepage.
Poker.com, Inc. will pay for banner advertisements on a variety of web
pages and search engines and participate in banner exchange programs.
As well, the Company may enter into agreements with webmasters to place
Company banner advertisements on their homepage in exchange for a
commission for each unique customer who clicks through to the
www.poker.com homepage, or for a percentage of the profits generated by
-------------
the webmasters.

Submissions to Search Engines

Potential customers often discover new websites on the Internet from
listings on search engines such as Excite.com, Yahoo.com, and
Galore.com. The Company will submit its Universal Resource Locator
("URL") and a brief description of its Internet casino gaming website
to various search engines so that the information is available to
potential customers who use search engines to locate Internet gaming
sites. The Company has entered into a $340,000 Contract with Excite to
purchase "key words" such as poker, blackjack and bingo . The effect of
searching such a key word is that each time a surfer types in the word
'poker' or 'blackjack' or 'bingo' a www.poker.com banner is
-------------
immediately and prominently displayed.

Retail E-Commerce/Affiliation Programs

Poker.com, Inc. intends to enter into affiliation agreements with such
popular, high-traffic E-commerce websites as Amazon.com and
Travelocity.com. These alliances will assist in drawing traffic to the
Poker.com, Inc. web-site when gaming-related inquiries are made through
these other high traffic sites. These affiliations will also become an
additional source of revenue, as Poker.com, Inc. will receive a
commission fee for each purchase/transaction made at these affiliate
sites directed from the www.poker.com site.
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Distribution of CD-ROMs

America Online (AOL) became the largest Internet Service Provider in
the United States by distributing millions of its CDs and floppy disks.
This promotional technique worked. AOL now hosts nearly one third of
the Internet users in the United States. Therefore, apart from the
ability to download the game directly off the Internet, a customer will
be able to play the casino games on the www.poker.com website by using
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a free companion CD-ROM. Poker.com, Inc. plans to make this CD-ROM
accessible to potential players. For example, the Company has
distributed a number of CD-Rom discs via CardPlayer Magazine.

Mission Statement

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<PAGE>

It is Poker.com, Inc.'s mission to become the largest and best developed gaming
portal site on the Internet. With exclusive rights to develop and market the
www.poker.com domain, the Company will leverage its online presence through a
- -------------
multitude of marketing programs.

By offering the highest level of gaming content in this sector, a variety of
games and ease of use, Poker.com, Inc. seeks to provide its Internet audience
with a truly entertaining experience that will consistently increase the flow of
traffic to the site over time. The Company will offer the latest games and
software technology and new ways to ensure that sub-licensees and casino
operators maintain a competitive advantage over other Internet gaming providers.

It is also Poker.com, Inc.'s mission to position itself as a strong and credible
name in the Internet gaming industry. The Company is only developing
relationships with reputable and established casino software developers who
offer fair and reliable software games. This will help to reassure customers
that there are no trust or security issues.

Outlook

Management is committed to the objective of building shareholder value through
long-term growth in revenues and net income.

The Company's objective is to offer existing and prospective sub-licensees the
most up-to-date technology and games available. This will provide them with a
competitive edge in order to support their growth. Management believes that
there is an extraordinary future for online gaming and that Poker.com, Inc.,
with its unique brand name, is poised to become a dominant force in this market.
The Company is currently positioning itself to capture a substantial share of
the Internet gaming market.

Item 2 Management Discussion and or Plan of Operation

The Company has had no active business operation from inception to August, 1999
when the Company sold their first Poker card-room sub-license to Antico Holdings
SA ("Antico").

In September, 1999 the Company raised $500,000 through a private placement under
a Rule 504 exemption and have recently obtained a commitment from three entities
to invest $360,000 in a private placement under a rule 506 exemption.

This Form 10-SB contains forward-looking statements. The words, "anticipate",
"believe", expect", "plan", "intend", "estimate", "project", "could", "may",
"foresee", and similar expressions are intended to identify forward-looking
statements. The following discussion and analysis should be read in conjunction
with Poker.Com's Financial Statements and Notes thereto and other financial
information included elsewhere in this Form 10-SB which contains, in addition to
historical information, forward-looking statements that involve risks and
uncertainties. Poker.Com's actual results could differ materially from the
results discussed in the forward-looking statements. Factors that could cause or
contribute to such differences include those discussed below, as well as those
discussed elsewhere in this Form 10-SB.

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<PAGE>

The company will start generating cash flow from marketing the Poker.com web
site and from banner advertising on the Poker.com Portal from January, 2000. The
company expects to earn approximately $30,000 per month from marketing the poker
card-room, $25,000 per month from Banner Advertising and $20,000 from news
letter revenue. Revenue from these 3 sources is expected to generate
approximately $75,000 per month. The Company also expects to sell 3 licenses per
month and earn licensing fees of $90,000 per month and Royalty fees from Casino
sub-licensees to commence in or about March, 2000 which should generate another
$50,000 per month. Unless something unforeseen happens, Management is of the
opinion that the company should generate a minimum of $215,000 revenue per month
commencing April, 2000.

The costs associated with earning this revenue comprises office rental, Investor
Relations, selling costs, legal and accounting and marketing for a expenditure
of approximately $100,000 per month.

The company is negotiating to purchase new multi-player poker gaming software
from a third party supplier which the Company will provide to Antico which will
allow the Company to sell 3/rd/ generation software licenses to potential third
party card-room licensees. This will enable the company to earn greater
licensing fees and substantially higher royalty fees. The cost of the new
software will be approximately $30,000 in cash and 100,000 shares of stock.

The Master sub-licensing agreement with GamingTech allows the company to provide
sub-licensees with all technology and gaming upgrades without any further cost
to the Company, the costs being borne by GamingTech and ASF.

The Company has a commitment to pay Chartwell $17,500 per quarter for the
purchase of their Software License, commencing February, 2000 and have entered
into contract with Excite@home
-----------
From whom they have purchased the keywords' poker, blackjack and bingo' at a
cost of $14,666 per month for the first quarter of 2000 and increasing to
$28,000 per month for the 2/nd/ quarter, $30,175 Per month for the 3/rd/ quarter
and $39,800 per month for the 4/th/ quarter.

The Company believes that with the proposed injection of $360,000 from a private
placement the company is positioned to finance its development pending positive
cash flow revenue from operations starting in March, 2000.

The company's main expense during the next 12 months is for marketing and
operating costs. In the event revenue from existing and future sub-licensees
does not reach the projections contemplated in this business model, the Company
would cut back on their advertising/marketing and promotion costs by re-selling
portion of the keywords purchased on excites search engine and reduce the office
staff and costs associated with Investor relations which does not generate
revenue to the company. The company could possibly reduce overhead costs to
$15,000 per month.

The GamingTech technology enables the company to sell multiple Casino links to
third party websites. The company proposes to sell the links for $30,000 and
also intends to give away links to web masters who web sites with high traffic
which they can direct to their Casino Link. In this

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<PAGE>

way the company will be able to "give away" a substantial number of Casino links
and earn substantial revenue from on going royalty payments. With the unique
knowledge and networking of the company's management the company believes that
they will have sold/given-away more Casino licenses than any other gaming
software supplier on the Internet by April, 2000.

The financial projections attached indicate a continuous increase in revenue.
This is based on revenue from new casino operators and from operators spending
more marketing dollars as their revenue increases. The increase is also based on
revenue generated from selling advertising banners on the www.poker.com portal.
-------------

The company does not expect any change to their projected revenue stream from
inflation. The company may decide to discount the selling price of the Casino
links if sales of licenses slowed down.

The company does not expect to significantly increase their number of total
employees or contractors during the next 12 months.

There are certain risks associated with Internet on-line gaming which may affect
the company's projected revenue stream such as the following

Risks Related to Government Legislation

Risks Related to Wagering Statutes and Regulations

Internet Gaming Industry Regulation

In July 1998, the US Senate voted to largely prohibit gambling on the Internet.
Under the legislation, operators of illegal Internet gambling sites could be
sentenced to up to four years in jail and fined up to $20,000. Gamblers who
illegally bet via the Internet could receive a jail sentence of up to three
months and a fine of either $500 or three times the amount bet. Some
Internet-based "fantasy" or "rotisserie" sports league activities would be
exempt from the ban. However, in August 1998 the US House of Representatives
overwhelmingly voted down the legislation. On March 23, 1999, Senator Kyl
(R-Arz.) submitted Bill S.692 to the Senate for consideration. The Bill was
passed in November, 1999 but it is still questionable as to whether the House of
Representatives would view it any differently from the last Internet gaming
bill.

Current Internet Gambling Enforcement

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<PAGE>

no prohibition on individuals placing bets over the Internet. Only "gambling
businesses", within US jurisdiction, are proposed to be prohibited. The Bill
also outlines several exemptions, some of which are summarized below:

. Several types of gambling are exempted. These include fantasy sports
leagues, state lotteries, and certain activities under the Interstate
Horseracing Act 1978.

. The bill provides that interactive computer service providers shall have no
liability for hosting illegal gambling businesses.

State Role in Prohibition of Internet Gambling

Wisconsin and Missouri - The Coeur d'Alene Indian Tribe of Idaho, Unistar
Entertainment and Executone Information Systems are being sued by the attorneys
general of Wisconsin and

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<PAGE>

Missouri over the operation of a national online lottery. The tribe claims that
it has the authorization to operate the lottery under the Indian Gaming
Regulatory act of 1988 since the computer server operating the games is located
on the reservation. The states contend that the gambler must be physically
present on the reservation when gambling as opposed to using the Internet. The
lawsuit seeks injunctions to stop the operation of the gambling sites in
Wisconsin, in addition to fines and consumer restitution.

Missouri - In May 1998 a Missouri judge upheld a civil lawsuit against
Interactive Gaming and Communications Corporation (IGCC) by the state's attorney
general. IGCC was found to have violated state consumer-protection law, fined
$66,000 and ordered to "reject and refuse" all applications by Missouri
residents. When the company accepted wagers by undercover agents in Missouri,
criminal charges were filed against the company's president. The case is still
pending.

Risk Factors Related to Poker.com, Inc.'s Operations

Limited Operating History

Poker.com, Inc. has a short operating history on which to base an evaluation of
its business and prospects. The Company's prospects must be considered in light
of the risks, expenses and difficulties frequently encountered by companies in
their early stage of development, particularly companies in new and rapidly
evolving markets such as online commerce. Such risks include, but are not
limited to, possible inability to respond promptly to changes in a rapidly
evolving and unpredictable business environment and the risk of inability to
manage growth. To address these risks, the Company must, among other things,
develop and expand its customer base, successfully implement its business and
marketing strategies, continue to develop and upgrade website and
transaction-processing systems, provide superior customer service, respond to
competitive developments, and attract and retain qualified personnel. If the
Company is not successful in addressing such risks, it may be materially
adversely affected.

Dependence on Continued Growth of Online Commerce

The Company's long-term viability is substantially dependent upon the widespread
consumer acceptance and use of the Internet as a medium of commerce. Use of the
Internet as a means of effecting monetary transactions is at an early stage of
development, and demand and market acceptance for recently introduced services
and products over the Internet remains uncertain. The Company cannot predict the
extent to which consumers will be willing to shift their gaming habits to online
casinos.

The Internet may not become a viable commercial marketplace for a number of
reasons, including potentially inadequate development of the necessary network
infrastructure, delayed development of enabling technologies and inadequate
performance improvements. In addition, the Internet's viability as a commercial
marketplace could be adversely affected by delays in the development of services
or by increased government regulation. Changes in or insufficient availability
of telecommunications services to support the Internet also could result in
slower response times and adversely affect usage of the Internet generally and
Poker.com, Inc. in particular. Moreover, adverse publicity and consumer concern
about the security of transactions

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<PAGE>

conducted on the Internet and the privacy of users may also inhibit the growth
of commerce on the Internet. If the use of the Internet does not continue to
grow or grows more slowly than expected, or if the infrastructure for the
Internet does not effectively support growth that may occur, the Company would
be materially adversely affected.

Competition

There can be no assurance that the Company will be able to compete successfully
against current and future competitors. New technologies and the expansion of
existing technologies may increase the competitive pressures on the Company. In
addition, many companies that allow access to transactions through network
access or Web browsers promote the Company's competitors and could charge the
Company a substantial fee for inclusion.

Need for Additional Funds

The Company's capital requirements depend on several factors, including the rate
of market acceptance, the ability to develop and expand the Company's customer
base, the level of expenditures for sales and marketing, the cost of website
development and upgrades, and other factors. If capital requirements vary
materially from those currently planned, the Company may require additional
financing sooner than anticipated. Regardless of when needed, there can be no
assurance that financing will be available in amounts or on terms acceptable to
the Company, if at all. If equity securities are issued in connection with a
financing, dilution to the Company's shareholders may result, and if additional
funds are raised through the incurrence of debt, the Company may become subject
to restrictions on its operations and finances.

Rapid Technological Change

To become and remain competitive, the Company intends to develop, enhance and
improve the responsiveness, functionality and features of proposed sites and
develop new features to meet customer needs. The Internet is characterized by
rapid technological change, changes in user and customer requirements and
preferences, frequent new product and service introductions and the emergence of
new industry standards and practices that could render the Company's proposed
websites, technology and systems obsolete. The Company's success will depend, in
part, on its

27
<PAGE>

ability to license leading technologies useful in its business, enhance its
proposed services, develop new services and technology that address the needs of
its proposed customers, and respond to technological advances and emerging
industry standards and practices on a cost-effective and timely basis. If the
Company is unable to use new technologies effectively or develop and adapt its
websites, proprietary technology and transaction-processing systems to customer
requirements or emerging industry standards, it would be materially adversely
affected.

System Damage or Failure

Poker.com, Inc.'s sub-licensees' systems are vulnerable to damage from
earthquake, fire, floods, power loss, telecommunications failures, break-ins and
other unforeseen events. Poker.com, Inc.'s business is dependent upon its
sub-licensees' communications hardware and computer hardware being operational.
A substantial interruption in these systems would adversely affect Poker.com,
Inc.'s business.

Dependence on the Communications Infrastructure of the Internet for Transmitting
Information

Poker.com, Inc. and its sub-licensees utilize electronic communications and the
Internet infrastructure to send and receive information. Poker.com, Inc.'s
future success will depend, in significant part, upon the maintenance and growth
of this infrastructure and any failure or interruption may have a material
adverse effect on Poker.com, Inc.'s business. To the extent that this
infrastructure continues to experience an increased numbers of users, increased
frequency of use of increased bandwidth requirements of users, Poker.com, Inc.
cannot be certain that this infrastructure will be able to support the demands
placed on it or that the performance or reliability of this infrastructure will
not be adversely affected. Outages and delays in sending or receiving data as a
result of damage to portions of this infrastructure could also affect Poker.com,
Inc.'s ability to transmit information.

Online Security Risks

If Poker.com, Inc.'s sub-licensees' systems and controls are unable to handle
online security risks, its business will be adversely affected. These systems
use packet filters, fire-walls, and proxy servers which are all designed to
control and filter the data. However, advances in computer capabilities, new
discoveries in the field of cryptography, or other events or developments may
make it easier for someone to compromise or breach the technology used by
Poker.com, Inc. and its sub-licensees to protect subscribers' transaction data.
If such a breach of security were to occur, it could cause interruptions in
services and loss of data or cessation in service. This may also allow someone
to introduce a "virus", or other harmful component causing an interruption or
malfunction.

To the extent that activities of Poker.com, Inc. involve the storage and
transmission of information such as credit card numbers, security breaches could
damage Poker.com, Inc. `s reputation and expose the Company to a risk of loss or
litigation and possible liability.

Key Personnel

28
<PAGE>

The Company's success is currently dependent on the ability and experience of
its senior management namely; Charlo Barbosa, its President/Chief Operating
Officer and Michael Jackson its CEO. In order to manage anticipated growth, the
Company has outsourced Investor relations, marketing and administration.
Competition for personnel, particularly persons having Internet marketing
development and other technical expertise, is intense, and there can be no
assurance that the Company will hire additional, qualified personnel. The
inability of the Company to retain and attract the necessary personnel or the
loss of services of any of its key personnel could have a material adverse
effect on the Company.

Other Risk Factors

The Company operates in a rapidly changing environment that involves numerous
other risks, many of which are beyond the Company's control and which could have
a material adverse effect on business, revenues, operating results and financial
condition. However, Poker.com, Inc.'s management believes that it is taking
necessary steps, wherever possible, to address the key risks to which it will be
exposed as it progresses with its planned course of action.

Penny Stock.

Poker.com's securities are subject to the SEC "penny stock" regulations which
may limit the ability of broker-dealers to sell Poker.Com's securities and
shareholders' ability to sell their shares in the secondary market. The
Securities and Exchange Commission has adopted a number of rules to regulate
"penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4,
15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934.
The rules require broker-dealers to make certain disclosures regarding penny
stocks to potential buyers, and make a determination based upon information
provided by the potential buyer about such buyer's suitability for investing in
penny stocks. There may be a limited market for penny stocks, due to the
regulatory burdens on broker-dealers. The market among dealers may not be
active. Investors in penny stock often are unable to sell stock back to the
dealer that sold them the stock. The mark ups or commissions charged by the
broker-dealers may be greater than any profit a seller may make. Because of
large dealer spreads, investors may be unable to sell the stock immediately back
to the dealer at the same price the dealer sold the stock to the investor. In
some cases, the stock may fall quickly in value. Investors may be unable to reap
any profit from any sale of the stock, if they can sell it at all.

Item 3 Description of Property
-----------------------

The Company's headquarters and executive offices are located at #1502-1166
Alberni Street, Vancouver. British Columbia . Canada and the telephone number is
(604) 689-5998. The company leases on a month to month basis, approximately
1,500 sq,ft of space at the aforementioned office, from Virtualynx Internet Inc.
a company which is owned by Charlo Barbosa, President of the Company. The
monthly rental including reception, administration and technical services is
approximately US$3,500 per month.

29
<PAGE>

Item 4 Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the outstanding Common Stock of the company owned
of record or beneficially owned by each person of record, or was known by the
company to own beneficially more than 5% of the company's common stock, and the
name of the shareholding of each Officer and Director and all officers and
Directors as a group

<TABLE>
<CAPTION>
Name Shares Owned Percentage of shares Owned
<S> <C> <C>
Charlo Barbosa (1) (2) 347,500 6.1%
1605-7281 Cambie Street
Vancouver V6P 3H4

Michael Jackson (1)(3) 225,000 3.9%
1574 Angus Drive,
Vancouver. V6J 4H3

ALL EXECUTIVE OFFICERS
AND DIRECTORS AS A GROUP 572,500 10.0%
(Two Individuals)
</TABLE>

All shares are held beneficially and of record and each record shareholder has
sole voting and investment power.

(1) These individuals are Officers and Directors of the Company and may be
deemed to be "parents or founders" of the Company as that term is defined
in the Rules and regulations promulgated under the 1933 Act. Does not
include stock options.

(2) Includes 85,000 stock options.

(3) Includes 100,000 stock options.

Item 5 Directors, Executive Officers, Promoters and control persons

The following table sets forth the name, age and position of each Director of
the Company.

<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Charlo Barbosa 29 President, Chief Operating Officer,
Member of the board of Directors
</TABLE>

30
<PAGE>

<TABLE>
<S> <C> <C>
Michael Jackson 55 Secretary, Chief Executive Officer
Member of the board of Directors
</TABLE>

Mr. Barbosa and Mr. Jackson have served as Directors of Poker.com since July 16,
1999. Each Director will serve until the next annual meeting of shareholders and
their respective successors are elected and qualified. Charlo Barbosa currently
devotes part time to the operation of the business.Michael Jackson currently
devotes full time to the operation of the business.

Officers and Directors of the Company
-------------------------------------

Charlo Barbosa, Director. President and COO
Mr. Barbosa is the president of Virtualynx Internet Inc., a successful
web-hosting company with offices in Vancouver, BC, San Jose, Ca and
Irvine, Ca. The principal place of business of Virtualynx is #1502-1166
Alberni Street, Vancouver. Virtualynx has in excess of 800 web-hosting
clients with over 3000 domains registered. The Company has been in
business since April, 1996 and is now the third largest customer of
Abovenet Communications (ABOV-Nasdaq) with 45 servers in San Jose and
servers in Palo Alto. Prior to 1996 Mr Barbosa was for 3 years senior
accountant at Samoth Capital Corporation, a publicly traded company on
the Toronto Stock Exchange.

Michael Jackson, Director, Secretary, CEO
Mr. Jackson began his career as a corporate and securities lawyer for
11 years before becoming a real estate developer and investment banker.
Mr. Jackson has been a Director and President of Hillcon Developments
Ltd.,("Hillcon") a real estate development company for the past 6
years. The principal place of Business for Hillcon is 3830 Bridgeport
Road, Richmond. BC. Mr Jackson has acted as in-house counsel for a
number of public and private companies but has not been a director of
any publicly traded company during the past 5 years.

Item 6 Executive Compensation
----------------------

Compensation of Directors and Officers

The President and CEO are not yet paid a salary but earn a fee of 5% of
the gross revenue generated by the company. The President and CEO may
be paid a Salary as soon as the Company is in a positive cash flow
position.

SUMMARY COMPENSATION TABLE

31
<PAGE>

The following table sets forth compensation awarded to, earned by or
paid to Mr. Barbosa and Mr. Jackson for the designated fiscal years. No
executive officer had an annual salary and bonus in excess of $100,000
during the past three fiscal years. Pursuant to paragraph (a)(5) of
Item 402 of Regulation S-B, the table omits columns that are not
applicable to Mr Barbosa or Mr Jackson's compensation.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
(a) (b) (c) (d)

Name and Principal Year Other Annual Securities,
Position Compensation Underlying
($) Options
/SARs (#)
- -----------------------------------------------------------------------
<S> <C> <C> <C>
- -----------------------------------------------------------------------
Charlo Barbosa 1999 $10,850 (1) 85,000
President and Director
- -----------------------------------------------------------------------
1998 -- --
- -----------------------------------------------------------------------
1997 -- --
- -----------------------------------------------------------------------
Michael Jackson, Chief 1999 $10,850 (2) 100,000
Operating Officer and
Director
- -----------------------------------------------------------------------
1998 -- --
- -----------------------------------------------------------------------
1997 -- --
- -----------------------------------------------------------------------
</TABLE>

(1) Mr. Barbosa is compensated by the company in an amount equal to 5% of the
gross revenue generated by the company.
(2) Mr. Jackson is compensated by the company in an amount equal to 5% of the
gross revenue generated by the company.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information concerning grants of
stock options pursuant to stock option plans to the named Executive
Officers during the year ended December 31, 1999.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)

Name Number of Securities % of Total Exercise or Base Expiration Date
Underlying Options/SARS Granted Price ($/Sh)
Options/SARS to Employees in
Granted Fiscal Year
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
Charlo Barbosa 70,000 14.9% $1.00 December, 31,2004
President and Director
- --------------------------------------------------------------------------------------------------------------------
Michael Jackson, Chief 100,000 21.2% $1.00 December,31, 2004
Operating Officer and
Director
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

32
<PAGE>

Aggregated Option/SAR Exercise in Last Fiscal Year and FY-End Option/SAR Values

The following table sets forth certain information concerning exercises of
stock options pursuant to stock option plans by the named Executive Officer
during the year ended December 31, 1999 and stock options held at year end.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)

Name Shares Acquired on Value Realized ($) Number of Securities Value of Unexercised
Exercise (#) Underlying In-the-Money
Unexercised Options/SARs at
Options/SARs at FY-End ($)
FY-End (#)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
Charlo Barbosa 0 0 0 0
- ----------------------------------------------------------------------------------------------------------------------
Michael Jackson 0 0 0 0
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Stock Options Granted

On December 15, 1999, Poker.Com granted options on 470,000 common stock,
with an exercise price of $1 per share, 240,000 of which expire
June 30, 2001, and 230,000 of which expire December 31, 2004.

No options have been exercised to date.

The Company may in the future create retirement, pension, insurance and
reimbursement plans covering its Officers and Directors. At the present
time, no such plans exist. No advances have been made by the Company to any
of its Officers and Directors.

Item 7 Certain Relationships and Related Transactions
----------------------------------------------

In July, 1999 Poker.com Inc acquired the world wide rights to the URL
www.poker.com from UniNet in exchange for $100,000 plus 500,000 restricted
- -------------
shares of the common stock of Poker.com Inc plus a 4% royalty on gross income.
Michael Jackson, a Company Director is also a Director of UniNet.. UniNet
acquired the world wide rights to the url www.poker.com
-------------

33
<PAGE>

from Alacorp in an arms length transaction and agreed to pay Alacorp $100,000
plus 250,000 restricted shares plus a 4% royalty. Michael Jackson and Charlo
Barbosa (both Directors of Poker.com Inc) each earned 125,000 restricted shares
from UniNet as a finders fee and for orchestrating the deal.

Item 8 Description of Securities
-------------------------

The description of the company's capital stock, following, is a summary which is
subject to and qualified by the articles of incorporation and the bylaws, which
are included as exhibits to the registration statement and by applicable state
law.

Common Stock
- ------------

The authorised Common Stock of the Company consists of 100,000,000 shares of
Common Stock at $0.01 par value per share. And 5,000,000 shares of preferred
stock, par value $0.01

The preferred stock may be issued from time to time, with such designations,
preferences, conversion rights, qualifications, limitations, restrictions
thereof as shall be stated and expressed in the resolution or resolutions
provided for the issuance of such Preferred -Stock adopted by the Board of
Directors pursuant to the authority of this paragraph given. No preferred shares
have been issued to date.

The Company trades on the NASD. OTC BB under the symbol PKER

The holders of common stock are entitled to dividends, out of funds legally
available therefore, when and as declared by the Board of Directors of the
Company (the "Board of Directors"). The Board of Directors has never declared a
dividend and does not anticipate declaring a dividend in the future. Each
outstanding share of common stock entitles the holder thereof to one vote per
share on all matters and cumulative voting is not provided for in connection
with the election of the Board of Directors. The holders of common stock have no
pre-emptive or subscription rights.

Warrants
- --------

The Company has authorised the issuance of 500,000 warrants which were part of
the Units sold under the Private Placement 24/th/ September, 1999. The Units
comprised on 1 share at $1 plus 1 warrant convertible into I share exercisable
at $1. The warrants are exercisable commencing March, 1, 2000 until December,
30/th/, 1999.

No Cumulative Voting
- --------------------

34
<PAGE>

The holders of shares of Common Stock of the Company do not have cumulative
voting rights, which means that the holders of more than 50% of such outstanding
shares, voting for the election of Directors, can elect all of the Directors to
be elected, if they so choose, and, in such event, the holders of the remaining
shares will not be able to elect any of the Company's Directors.

Change of Control
- -----------------

In terms of the Section 7 of the by-laws of the corporation, a person acquiring
control shares of the Corporation must file an acquiring person statement with
the Corporation, failing which the Corporation may, at the discretion of its
Board of Directors, redeem the control shares at the fair market value thereof,
at any time during the 60 day period after the last acquisition of such control
shares.

PART 11

Item 1 Market Price of and Dividends on the Company's Common Equity and other
Shareholder Matters

There is a limited public market for the common stock of the company, which
currently trades of the NASD OTC.BB under the symbol "PKER". The company's
common stock has traded on the OTC B.B. as PKER since the 19/th/ August, 1999.
The shares have traded within the last two fiscal years as follows;

High Low
---- ---
1998
1/ST/ Quarter 75c 37c
2nd Quarter 56c 25c
3rd Quarter $2.06 50c
4th Quarter $2.31 67c

1999
1/ST/ Quarter 75c 37c
2nd Quarter 50c 31c
3rd Quarter 2.93 49c
4th Quarter 1.28 60c

The above quotations have been provided by Bloomberg Professional and reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

35
<PAGE>

As of December 1, 1999 there were 4,700,000 shares of common stock outstanding,
held by 45 shareholders of record and by various broker/dealers on behalf of an
indeterminate number of street name shareholders.

To date the company has not paid any dividends on such Common Stock and does not
expect to pay any dividends in the foreseeable futures. Payment of any dividends
will be dependent upon future earnings, if any, the financial condition of the
Company, and other factors as deemed relevant by the Company's Board of
Directors.

Item 2 Legal Proceedings

The Officers and Directors of the Company certify that to the best of their
knowledge and belief, neither the Company nor any of its Officers and Directors
are parties to any legal processing of litigation. Further, the Officers and
Directors know of no threatened or contemplated legal proceedings or litigation.

Item 3 Changes in and Disagreements with Accountants

None

Item 4 Recent Sale of Unregistered Securities

Set forth below is information regarding the issuance and sales of securities of
the Company without registration since formation of the Company. No such sales
involved the use of an underwriter and no commissions were paid in connection
with the sales of any securities.

a) On June, 27, 1998 the Company authorised the issuance of a total of
3,000,000 common shares of Thermal Ablation Technology Corporation
(now 'Poker.com Inc.") to certain subscribers under a Private
placement under Rule 504 of Regulation D whereby the company raised
the sum of $150,000. The issuance of the common stock was exempt from
registration under Rule 504 of Regulation D and Section 3(b) of the
Securities Act of 1933 as amended.

b) On February, 26/th/ 1999, the company issued a total of 200,000 shares
of restricted common stock at a subscription price of $0.50c per share
to a certain subscriber to a Private placement under Rule 504 of
Regulation D whereby the company raised the sum of $100,000. The
issuance of the common stock was exempt from registration under Rule
504 of Regulation D section 4(6) and Section 3(b) and 4(2) of the
Securities Act of 1933 as amended.

Date Subscriber Number Share Price Total
---- ---------- ------ ----------- -----
<S> <C> <C> <C> <C>
Feb 26, 1999 Saint Hilaire Limited 200,000 $0.50c $100,000
</TABLE>

36
<PAGE>

c) On September 17, 1999, the Company issued a total of 500,000 shares of
restricted common stock to UniNet Technology, Inc., in respect of the
purchase of the URL/Domain www.poker.com. The offer and the sale of
-------------
the stock were exempt from registration under Rule 504 of Regulation D
under Section 3(b) of the Securities Act of 1933, as amended. If the
exemption under Rule 504 of Regulation D is not available, then
Poker.Com believes that this offering is also exempt under Rule 506
and under Section 4(2) of the Securities Act of 1933, as amended. The
management of Uninet was intimately familiar with Poker.Com's
financial condition and its status as a development stage company, and
had access to all relevant financial information concerning the
company.

If the foregoing exemptions are not available, then management
believes that the offer and sale was also exempt under Regulation S
and beyond the jurisdiction of Section 5 of the Securities Act of
1933, as amended. Both Poker.Com and Uninet Technologies, Inc. have
their principal executive offices in Vancouver, British Columbia,
Canada. All aspects of the transaction, and all communications
concerning the transaction, took place in Vancouver, British Columbia,
Canada.

d) On September, 24/th/ 1999 the Company authorised the issuance of a
total of 500,000 common shares of Poker.com Inc plus 1 warrant per
share exercisable at $1 to certain subscribers to a Private placement
under Rule 504 of Regulation D whereby the company raised the sum of
$500,000. The issuance of the common stock was exempt from
registration under Rule 504 of Regulation D and Section 3(b) and 4(2)
of the Securities Act of 1933 as amended and the Washington
Administrative Code 460-44A-300 and 460-44A-504. The shares were sold
only to persons whom the issuer reasonably believes are accredited
investors as defined in 17CFR 230.501(a) and are purchasing for
investment purposes and not with the view to or for sale in connection
with a distribution of a security.

<TABLE>
<CAPTION>
Date Subscriber Number Share Price Total
---- ---------- ------ ----------- -----
<S> <C> <C> <C> <C>
24/th/ September, 1999 Roi, David 150,000 $1.00 $150,000

24/th/ September, 1999 Charlo Barbosa 100,000 $1.00 $100,000

24/th/ September, 1999 EuroCapital Holdings AVV 250,000 $1.00 $250,000
</TABLE>

These shares have not yet been issued.

Item 5 Indemnification of Directors and Officers

The Company's Articles of Incorporation provide that the Company must indemnify
its directors and officers, to the fullest extent permitted under the Florida
Business Corporation Act against all liabilities incurred by reason of the fact
that the person is or was a director or officer, or fiduciary of an employee
benefit plan, of another corporation, partnership, joint venture, trust,
employee benefit or other enterprise.

37
<PAGE>

The effect of these provisions is potentially to indemnify the Company's
directors and officers from all costs and expenses of liability incurred by them
in connection with any action, suit or proceeding in which they are involved by
reason of their affiliation with the Company.

38
<PAGE>

PART F/S

Index to Financial Statements

<TABLE>
<S> <C>
Report of Independent Auditors F1

Balance Sheets as of September, 30/th/ ,1999 (unaudited),
December 31, 1998 and 1997 F2

Statement of Operations for the period from May 3/rd/ 1989 (inception) to
September 30, 1999 (unaudited), for the nine months ended September 1999 and
1998 (unaudited) and for the years ended
December 31, 1998 and 1997 F3

Statement of Cash Flows for the period from May 3/rd/ 1989 (inception) to
September 30, 1999 (unaudited), for the nine months ended September 1999 and
1998 (unaudited) and for the years ended December 31, 1998 and 1997 F4

Statement of Stockholders Equity (Deficit) from May, 1989 (inception)
To December 31, 1998 F5

Notes to the Financial Statements F6
</TABLE>

39
<PAGE>

AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS

We have audited the balance sheets of Thermal Ablation Technologies Corporation
as at June 30, 1999, December 31, 1998 and December 31, 1997 and the statements
of operations, cash flows and shareholders' equity for the six months ended
June 30, 1999, the years ended December 31, 1998 and 1997 and for the cumulative
period from inception, May 3, 1989, to June 30, 1999. These financial statements
are the responsibility of the company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of Thermal Ablation Technologies Corporation as
at June 30, 1999, December 31, 1998 and December 31, 1997 and the results of
operations and its cash flows for the six months ended June 30, 1999, the years
ended December 31, 1998 and 1997 and for the cumulative period from inception,
May 3, 1989, to June 30, 1999, in accordance with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in note 1 to the financial
statements, the Company has no established source of revenue and is dependent on
its ability to raise substantial amounts of equity funds. This raises
substantial doubt about its ability to continue as a going concern. These
financial statements do not include and adjustments that might result from the
outcome of this uncertainty.

Vancouver, Canada "Grant Thorton"
July 8, 1999 Chartered Accountants

40
<PAGE>

F-2

Poker.com, Inc.
(formerly Thermal Ablation Technologies Corporation
and Sparta Ventures Corp.)
(A Development Stage Company)
Balance Sheets
U.S. Dollars

<TABLE>
<CAPTION>
September 30, December 31,
-----------------------------------------------------------
1999 1998 1997
ASSETS (Unaudited)
<S> <C> <C> <C>
Curent Assets
Cash 31,982 5,898 --
Advances to related party 200,000 17,223 --
----------------------------------------------------------

Total Current Assets 231,982 23,121 --

Investment 1 90,298 --
Fixed Assets 377,440
----------------------------------------------------------

Total Assets 609,423 113,419 --
==========================================================

LIABILITIES

Current Liabilities
Accounts Payable 82,426 12,350 --
Advances from related party 334,834
----------------------------------------------------------

Total Liabilities 417,260 12,350 --

Share Capital
Authorized
-- 100,000 shares of common stock, $0.01
par value
-- 5,000,000 shares of preferred stock,
$0.01 par value issued and outstanding
-- 4,700,000 common shares
(1998 - 4,000,000; 1997 - 1,000,000) 47,000 40,000 10,000
Additional paid-in capital 463,000 120,000
Subscription received 100,000
----------------------------------------------------------

Total Share Capital 510,000 260,000 10,000

Accumulated Deficit (317,837) (158,931) (10,000)

Total Shareholders' (Deficiency) Equity 192,163 101,069
----------------------------------------------------------

Net Liabilities and Capital Deficiency 609,423 113,419
==========================================================
</TABLE>

The accompanying notes are an integral part of
these financial statements.

41
<PAGE>

F-3

Poker.com, Inc.
(formerly Thermal Ablation Technologies Corporation
and Sparta Ventures Corp.)(A development Stage Company)
Statement of Operations
U.S. Dollars

<TABLE>
<CAPTION>
Cumulative, Nine months
Inception to ended Year ended
September, 30 September 30, December 31,
-------------------------------------------------------------------------------------
1999 1999 1998 1998 1997
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Revenue

Sale of Casino Licenses 200,000 200,000 -- -- --
Interest 977 71 608 906 --
-------------------------------------------------------------------------------------

Gross Revenue 200,977 71 608 906 --

Cost of Licenses Sold 135,000 135,000 -- -- --
Website development and maintenance 5,716 5,716 -- -- --

Gross Margin 60,261 59,355 608 906 --
-------------------------------------------------------------------------------------

General and Administrative Expenses

Professional fees 87,199 15,771 60,541 71,428 --
Management and consulting fees 112,254 40,573 22,764 61,681 --
Rent 25,668 14,228 -- 11,460 --
Office supplies and services 3,920 1,580 545 2,340 --
General corporate expenses 6,615 5,099 209 1,516 --
Corporate Promotion 2,215 713 1,083 1,412 --
-------------------------------------------------------------------------------------

Total General and Administrative 237,801 77,964 85,142 149,387 --
Expenses

Investment written down 140,297 140,297 -- -- --
-------------------------------------------------------------------------------------

Net Income (Loss) for period (317,837) (158,906) (84,534) (148,931) --

Weighted average number of shares 4,181,553 2,042,096 2,536,986 1,000,000
outstanding

Net Loss Per Share (0.04) (0.04) (0.06)
</TABLE>

The accompanying notes are an integral part of
these financial statements.

42
<PAGE>

F-4

Poker.com Inc.
(formerly Thermal Ablation Technologies Corporation
and Sparta Ventures Corp.)(A Development Stage Company)
Statement of Shareholders' Equity
Incorporation, May 3, 1989 to December 31, 1998
U.S. Dollars

<TABLE>
<CAPTION>
Total
Additional Shareholders'
Number Par Paid in Shares Equity
of Shares Value Capital Subscribed Deficit (Deficiency)
<S> <C> <C> <C> <C> <C> <C>
Issuance of Shares on
August 2, 1991 at
$0.01 per share 1,000,000 10,000 -- -- -- 10,000

Net loss, year ended
December 31, 1991 -- -- -- -- (10,000) (10,000)
---------------------------------------------------------------------------------------

Balance, December 31, 1991 1,000,000 -- -- -- (10,000) --

Issuance of shares on June 27, 3,000,000 30,000 120,000 -- -- 150,000
1998 at $0.05 per share

Share subscription received,
200,000 shares at $0.50 -- -- -- 100,000 -- 100,000

Net loss, year ended
December 31, 1998 -- -- -- -- (148,931) (148,931)
---------------------------------------------------------------------------------------

Balance, December 31, 1998 4,000,000 40,000 120,000 100,000 (158,931) 101,069
=======================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

43
<PAGE>

F-5

Poker.com, Inc.
(formerly Thermal Ablation Technologies Corporation
and Sparta Ventures Corp.)
(A Development Stage Company)
Statement of Cash Flows
U.S. Dollars

<TABLE>
<CAPTION>
Cumulative 9 months
Inception to ended Year ended
September 30 September 30 December 31,
---------------------------------------------------------------------
1999 1999 1998 1998 1997
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C>
Cash Flow from Operating Activities

Net Income (Loss) for the period (317,838) (158,906) (84,534) (148,931) --
Transactions affecting funds invested
in working capital
-- advances to related party (200,000) (182,777) (66,213) (17,223) --
-- advances from related party 334,834 334,834 -- --
-- increase in accounts payable 82,426 70,076 16,406 12,350 --
-- investment written down 140,297 140,297 -- --
---------------------------------------------------------------------

Net Cash Flow from Operating Activities 39,720 203,524 (134,341) (153,804) --
---------------------------------------------------------------------

Cash Flow from Investing Activities

Acquisition of Fixed Assets (337,440) (337,440) --
Acquisitions of Investment (140,298) (50,000) (5,000) (90,298) --

Cash Flow from Financing Activities

Proceeds from sale of common stock 510,000 250,000 150,000 250,000 --

Increase (Decrease) in Cash during Period 31,892 26,084 10,659 5,898 --

Cash at the Beginning of the Period -- 5,898 -- --

Cash at the End of the Period 31,892 31,982 10,659 5,898 --
=====================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>

F-6

Poker.com Inc.
(formerly Thermal Ablation Technologies Corporation
and Sparta Ventures Corp.)
(A Development Stage Company)

Notes to the Financial Statements
June 30, 1999
U.S. Dollars

1. Nature of Operations

The Company was incorporated in the State of Florida on May 3, 1989
and remained inactive until June 27, 1998. The name of the Company was
changed from Sparta Ventures Corp. to Thermal Ablation Technologies
Corporation on October 23, 1998.

The Company has not engaged in any commercial operations and has
liabilities in excess of assets of $86,201. The ability of the Company
to continue as a going concern is dependent upon its ability to raise
equity funds to settle its liabilities and for use in future
administrative and investment activities.

2. Significant Accounting Policies

Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting period.
The principal area requiring the use of management estimates is the
determination of the appropriate carrying values for the Company's
investment. Actual results could differ from those estimates.

Investments - Investments in which the Company does not have
significant influence are recorded at the lower of cost and estimated
market value.

Translation of Foreign Currencies - Monetary assets and liabilities
are translated at the exchange rate in effect at the balance sheet
date and non-monetary assets and liabilities at the exchange rate in
effect at the time of acquisition or issue. Revenues and expenses are
translated at the rates in effect at the time of the transaction.
Exchange gains and losses arising on translation are included in net
income or loss for the period.

Financial Instruments - The company has various financial instruments,
including cash, receivables, and payables. The carrying values of
these financial instruments approximate their fair values.
<PAGE>

F-7

3. Advances to and from Related Party

The advances to and from a related party are to and from a management
company that employs the Company's executive officers. The balance
owing at June 30, 1999 consists of costs incurred by the management
company for the benefit of the Company. No interest has been charged
on the advances or loans.

4. Long Term Investment

The Company holds a 6% equity interest in Thermal Ablation
Technologies Canada Ltd., a private British Columbia company that is
engaged in the development of a device for use in the medical
treatment of menorrhagia. During the six months ended June 30, 1999,
the Company determined to sell this investment. The Company has
recorded a valuation allowance to reflect uncertainty in the net
realizable value of the investment.

5. Income Taxes

At June 30, 1999, the Company has net operating losses carried forward
of approximately $345,000 that may be offset against future taxable
income through 2019. The potential tax benefits of the losses are
offset by a valuation allowance of the same amount as there is a
substantial probability that the losses will expire unused.
Accordingly, no value of the potential tax benefit is reflected in the
financial statements.

6. Share Capital

During the year ended December 31, 1998 the Company adopted a stock
option plan that permits the directors of the Company to grant to
employees, officers and directors of the Company options to purchase
up to an aggregate of 2,000,000 common shares of the Company. No
options have yet been granted.

7. Related Party Transactions

The company paid the following expenses to companies that employ the executive
officers of the Company:

<TABLE>
<CAPTION>
Six months ended Year ended Year ended
June 30, 1999 December 31, 1998 December 31, 1997
<S> <C> <C> <C>
Management and $22,573 $48,400 --
consulting fees
Rent 14,228 11,460 --
Office supplies and 646 1,179 --
Services
</TABLE>

46
<PAGE>

PART III

Item 1. Index to Exhibits

Exhibit
Number Name

2.1 Articles of Incorporation, restated as amended on September 11, 1998
and August 9, 1999

2.2 By Laws

3.1 Specimen Share Certificate of Common Stock

3.2 Warrant Agreement*

6.1 Agreement between UniNet Technology Inc. and Poker.com

6.2 Agreement between Poker.com and Antico Holdings

6.3 Agreement between Poker.com and the Directors Remuneration

6.4 Agreement between Casino Marketing and Gamingtech

6.5 Agreement between Poker.com and ASF Games

27.1 Financial Disclosure Schedule

*To be filed by amendment.

SIGNATURES

Pursuant to the requirements Section 12 of the Securities Exchange Act of 1934,
the Registrant has duly caused this report or amendment to be signed on its
behalf by the undersigned thereunto duly authorized.

POKER.COM, Inc.

By /s/ Michael Jackson
--------------------
Michael Jackson.
Chief Executive Officer and Director

48
<PAGE>

Index to Exhibits

2.1 Articles of Incorporation, restated as amended on September 11, 1998
and August 9, 1999

2.2 By Laws

3.1 Specimen Share Certificate of Common Stock

3.2 Warrant Agreement*

6.1 Agreement with UniNet Technology Inc. dated July 16, 1999.

6.2 Agreement between Poker.com and Antico Holdings dated September 30,
1999

6.3 Agreement with Michael Jackson and Charlo Barbosa dated July 16, 1999

6.4 Master Software Sublicence Agreement between Casino Marketing and
Gamingtech dated November 29, 1999

6.5 Licensing and Programming Agreement with ASF Software, Inc. dated
November 29, 1999

27.1 Financial Disclosure Schedule

*To be filed by amendment.

<PAGE>

Exhibit 2.1

AMENDED AND RESTATED
ARTICLES OF INCORPORATION

Poker.com Inc.

The undersigned subscriber to these Articles of Incorporation, a natural
person competent to contract, hereby forms a corporation under the laws of the
State of Florida.

ARTICLE I
NAME

The name of the corporation is Poker.com Inc.

ARTICLE II
NATURE OF THE BUSINESS

This corporation shall have the power to engage in any business permitted
under the laws of the United States and of the State of Florida.

ARTICLE III
AUTHORIZED SHARES

The capital stock of this corporation shall consist of 100,000,000 shares
of common stock having a par value of $0.01 per share, and 5,000,000 shares of
preferred stock having a par value of $0.01 per share.

The preferred stock may be issued from time to time, with such
designations, preferences, conversion rights, cumulative, relative,
participating, optional or other rights, qualifications, limitations, or
restrictions thereof as shall be stated and expressed in the resolution or
resolutions provided for the issuance of such preferred stock adopted by the
Board of Directors pursuant to the authority in this paragraph given.

ARTICLE IV
INITIAL CAPITAL

The amount of capital with which this corporation shall commence business
shall be not less than One Hundred ($100.00) Dollars.

ARTICLE V
TERM OF EXISTENCE
<PAGE>

This corporation shall have perpetual existence.

ARTICLE VI
INITIAL ADDRESS

The initial address of the principal place of business of this corporation
in the State of Florida shall be a3161 N.W. 47/th/ Avenue, Suite 214, Lauderdale
Lakes, FL 33319. The Board of Directors may at any time and from time to time
move the principal office of this corporation to any location within or without
the State of Florida.

ARTICLE VII
DIRECTORS

The business of this corporation shall be managed by its Board of
Directors, the number of such directors shall be not less than one (1) and,
subject to such minimum may be increased or decreased from time to time in the
manner provided in the By-Laws. The number of persons constituting the initial
Board of Directors shall be 1.

ARTICLE VIII
INITIAL DIRECTORS

The names and addresses of the initial Board of Directors are as follows:

Stanley Bo Fineberg 3161 N.W. 47/th/ Terrace
Suite 214
Lauderdale Lakes, FL 33319

ARTICLE IX
SUBSCRIBER

The name and address of the person signing these Articles of Incorporation
as subscriber is:

Eric P. Littman
Suite 202
1428 Brickell Avenue
Miami, FL 33131

ARTICLE X
VOTING FOR DIRECTORS

The Board of Directors shall be elected by the Stockholders of the
corporation at such time and in such manner as provided in the By-Laws.
<PAGE>

ARTICLE X1
CONTRACTS

No contract or other transaction between this corporation and any person,
firm or corporation shall be affected by the fact that any officers or directors
is such other party or is, or at some time in the future becomes, an officer,
director or partner of such other contracting party, or has now or hereafter a
direct or indirect interest in such contract.

ARTICLE XII
INDEMNIFICATION OF OFFICERS AND DIRECTORS

This corporation shall have the power, in its By-Laws or in any resolution
of its stockholders or directors, to undertake to indemnify the officers and
directors of this corporation against any contingency or peril as may be
determined to be in the best interests of this corporation, and in conjunction
therewith, to procure, at this corporation's expense, policies of insurance.

ARTICLE XIV
FLORIDA STATUTES

The corporation expressly elects not to be governed by the provisions of
Sections 607.108 and 607.109, Florida Statutes.

ARTICLE XV
RESIDENT AGENT

The name and address of the initial resident agent of this corporation is:

Eric P. Littman
Suite 202
1428 Brickell Avenue
Miami, FL 33131

<PAGE>

EXHIBIT 2.2

BYLAWS
OF
POKER.COM INC.
(A FLORIDA CORPORATION)

ARTICLE ONE - OFFICES

Section 1. Principal Office. The principal office of Poker.com Inc., a
----------------
Florida corporation (the "Corporation"), shall be located at such place
determined by the Board of Directors of the Corporation (the "Board of
Directors") in accordance with applicable law.

Section 2. Other Offices. The Corporation may also have offices at such
-------------
other places, either within or without the State of Florida, as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.

ARTICLE TWO - MEETINGS OF SHAREHOLDERS

Section 1. Place. All annual meetings of shareholders shall be held at
-----
such place, within or without the State of Florida, as may be designated by the
Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Special meetings of shareholders may be held at such
place, within or without the State of Florida, and at such time as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

Section 2. Time of Annual Meeting. Annual meetings of shareholders shall
----------------------
be held on such date and at such time fixed, from time to time, by the Board of
Directors, provided, that there shall be an annual meeting held every calendar
year at which the shareholders shall elect a board of directors and transact
such other business as may properly be brought before the meeting.

Section 3. Call of Special Meetings. Special meetings of the shareholders
------------------------
shall be held if called in accordance with the procedures set forth in the
Corporation's Articles of Incorporation (the "Articles of Incorporation") for
the call of a special meeting of shareholders.

Section 4. Conduct of Meetings. The Chairman of the Board of Directors (or
-------------------
in his absence, the President, or in his absence, such other designee of the
Chairman of the Board of Directors) shall preside at the annual and special
meetings of shareholders and shall be given full discretion in establishing the
rules and procedures to be followed in conducting the meetings, except as
otherwise provided by law or in these Bylaws.

1
<PAGE>

Section 5. Notice and Waiver of Notice. Except as otherwise provided by
---------------------------
law, written or printed notice stating the place, date and time of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by first-class
mail or other legally sufficient means, by or at the direction of the Chairman
of the Board, President, or the persons calling the meeting, to each shareholder
of record entitled to vote at such meeting. If the notice is mailed at least
thirty (30) days before the date of the meeting, it may be done by a class of
United States mail other than first class. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the
shareholder at the address appearing on the stock transfer books of the
Corporation, with postage thereon prepaid. If a meeting is adjourned to another
time and/or place, and if an announcement of the adjourned time and/or place is
made at the meeting, it shall not be necessary to give notice of the adjourned
meeting unless the Board of Directors, after adjournment, fixes a new record
date for the adjourned meeting. Whenever any notice is required to be given to
any shareholder, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether signed before, during or after the time of the
meeting stated therein, and delivered to the Corporation for inclusion in the
minutes or filing with the corporate records, shall constitute an effective
waiver of such notice. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the shareholders need be specified in any
written waiver of notice. Attendance of a person at a meeting shall constitute a
waiver of (a) lack of or defective notice of such meeting, unless the person
objects at the beginning to the holding of the meeting or the transacting of any
business at the meeting, or (b) lack of or defective notice of a particular
matter at a meeting that is not within the purpose or purposes described in the
meeting notice, unless the person objects to considering such matter when it is
presented.

Section 6. Business and Nominations for Annual and Special Meetings.
--------------------------------------------------------
Business transacted at any special meeting shall be confined to the purposes
stated in the notice thereof. At any annual meeting of shareholders, only such
business shall be conducted as shall have been properly brought before the
meeting in accordance with the requirements and procedures set forth in the
Articles of Incorporation. Only such per-sons who are nominated for election as
directors of the Corporation in accordance with the requirements and procedures
set forth in the Articles of Incorporation shall be eligible for election as
directors of the Corporation.

Section 7. Quorum. Shares entitled to vote as a separate voting group may
------
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Except as otherwise provided in the Articles of
Incorporation or applicable law, shares representing a majority of the votes
pertaining to outstanding shares which are entitled to be cast on the matter by
the voting group constitute a quorum of that voting group for action on that
matter. If less than a quorum of shares are represented at a meeting, the
holders of a majority of the shares so represented may adjourn the meeting from
time to time. After a quorum has been established at any shareholders' meeting,
the subsequent withdrawal of shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting

2
<PAGE>

or any adjournment thereof Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting.

Section 8. Voting Rights Per Share. Each outstanding share, regardless of
-----------------------
class, shall be entitled to vote on each matter submitted to a vote at a meeting
of shareholders, except to the extent that the voting rights of the shares of
any class are limited or denied by or pursuant to the Articles of Incorporation
or the Florida Business Corporation Act.

Section 9. Voting of Shares. A shareholder may vote at any meeting of
----------------
shareholders of the Corporation, either in person or by proxy. Shares standing
in the name of another corporation, domestic or foreign, may be voted by the
officer, agent or proxy designated by the bylaws of such corporate shareholder
or, in the absence of any applicable bylaw, by such person or persons as the
board of directors of the corporate shareholder may designate. In the absence of
any such designation, or, in case of conflicting designation by the corporate
shareholder, the chairman of the board, the president, any vice president, the
secretary and the treasurer of the corporate shareholder, in that order, shall
be presumed to be fully authorized to vote such shares. Shares held by an
administrator, executor, guardian, personal representative, or conservator may
be voted by such person, either in person or by proxy, without a transfer of
such shares into his name. Shares standing in the name of a trustee may be voted
by such person, either in person or by proxy, but no trustee shall be entitled
to vote shares held by such person without a transfer of such shares into his
name or the name of his nominee. Shares held by or under the control of a
receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of
creditors may be voted by such person without the transfer thereof into his
name. If shares stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the Secretary of the Corporation
is given notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so provided,
then acts with respect to voting shall have the following effect: (a) if only
one votes, in person or by proxy, his act binds all; (b) if more than one vote,
in person or by proxy, the act of the majority so voting binds all; (c) if more
than one vote, in person or by proxy, but the vote is evenly split on any
particular matter, each faction is entitled to vote the share or shares in
question proportionally; or (d) if the instrument or order so filed shows that
any such tenancy is held in unequal interest, a majority or a vote evenly split
for purposes hereof shall be a majority or a vote evenly split in interest The
principles of this paragraph shall apply, insofar as possible, to execution of
proxies, waivers, consents, or objections and for the purpose of ascertaining
the presence of a quorum.

Section 10. Proxies. Any shareholder of the Corporation, other person
-------
entitled to vote on behalf of a shareholder pursuant to law, or attorney-in-fact
for such persons may vote the shareholder's shares in person or by proxy. Any
shareholder of the Corporation may appoint a proxy to vote or otherwise act for
such person by signing an appointment form, either personally or by his
attorney-in-fact. An executed telegram or cablegram appearing to have

3
<PAGE>

been transmitted by such person, or a photographic, photostatic, or equivalent
reproduction of an appointment form, shall be deemed a sufficient appointment
form. An appointment of a proxy is effective when received by the Secretary of
the Corporation (the "Secretary") or such other officer or agent which is
authorized to tabulate votes, and shall be valid for up to 11 months, unless a
longer period is expressly provided in the appointment form. The death or
incapacity of the shareholder appointing a proxy does not affect the right of
the Corporation to accept the proxy's authority unless notice of the death or
incapacity is received by the Secretary or other officer or agent authorized to
tabulate votes before the proxy authority under the appointment is exercised. An
appointment of a proxy is revocable by the shareholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest.

Section 11. Shareholder List. After fixing a record date for a meeting of
----------------
shareholders, the Corporation shall prepare an alphabetical list of the names of
all its shareholders who are entitled to notice of the meeting, arranged by
voting group with the address of, and the number and class and series, if any,
of shares held by each. The shareholders' list must be available for inspection
by any shareholder for a period of ten (10) days prior to the meeting or such
shorter time as exists between the record date and the meeting and continuing
through the meeting at the Corporation's principal office, at a place identified
in the meeting notice in the city where the meeting will be held, or at the
office of the Corporation's transfer agent or registrar. Any shareholder of the
Corporation or such person's agent or attorney is entitled on written demand to
inspect the shareholders' list (subject to the requirements of law), during
regular business hours and at his expense, during the period it is available for
inspection. The Corporation shall make the shareholders' list available at the
meeting of shareholders, and any shareholder or agent or attorney of such
shareholder is entitled to inspect the list at any time during the meeting or
any adjournment The shareholders' list is prima facie evidence of the identity
of shareholders entitled to examine the shareholders' list or to vote at a
meeting of shareholders.

Section 12. Action Without Meeting. Any action required or permitted by
----------------------
law to be taken at a meeting of shareholders may be taken without a meeting or
notice if a consent, or consents, in writing, setting forth the action so taken,
shall be dated and signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all voting groups and shares entitled to vote
thereon were present and voted with respect to the subject matter thereof, and
such consent shall be delivered to the Corporation, within the period required
by Section 607.0704 of the Florida Business Corporation Act, by delivery to its
principal office in the State of Florida, its principal place of business, the
Secretary or another officer or agent of the Corporation having custody of the
book in which proceedings of meetings of shareholders are recorded. Within ten
(10) days after obtaining such authorization by written consent, notice must be
given to those shareholders who have not consented in writing or who are not
entitled to vote on the action, in accordance with the requirements of Section
607.0704 of the Florida Business Corporation Act.

4
<PAGE>

Section 13. Fixing Record Date. For the purpose of determining
------------------
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purposes, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
(70) days, and, in case of a meeting of shareholders, not less than ten (10)
days, before the meeting or action requiring such determination of shareholders.
If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders or the determination of
shareholders entitled to receive payment of a dividend, the date before the day
on which the first notice of the meeting is mailed or the date on which the
resolutions of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof, except where the Board of Directors fixes a
new record date for the adjourned meeting.

Section 14. Inspectors and Judges. The Board of Directors in advance of
---------------------
any meeting may, but need not, appoint one or more inspectors of election or
judges of the vote, as the case may be, to act at the meeting or any adjournment
thereof. If any inspector or inspectors, or judge or judges, are not appointed,
the person presiding at the meeting may, but need not, appoint one or more
inspectors or judges. In case any person who may be appointed as an inspector or
judge fails to appear or act, the vacancy may be filled by the Board of
Directors in advance of the meeting, or at the meeting by the person presiding
thereat. The inspectors or judges, if any, shall determine the number of shares
of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots and consents, hear and determine
all challenges and questions arising in connection with the right to vote, count
and tabulate votes, ballots and consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the person presiding at the meeting, the inspector or inspectors
or judge or judges, if any, shall make a report in writing of any challenge,
question or matter determined by him or them, and execute a certificate of any
fact found by him or them.

Section 15. Voting for Directors. Unless otherwise provided in the
--------------------
Articles of Incorporation, directors shall be elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present.

ARTICLE THREE

DIRECTORS
- ---------

Section 1. Number; Term; Election; Qualification. The number of directors
-------------------------------------
of the Corporation shall be fixed from time to time, within the limits specified
by the Articles of Incorporation, by resolution of the Board of Directors.
Directors shall be elected in the manner

5
<PAGE>

and hold office for the term as prescribed in the Articles of Incorporation.
Directors must be natural persons who are 18 years of age or older but need not
be residents of the State of Florida, shareholders of the Corporation or
citizens of the United States.

Section 2. Resignation; Vacancies; Removal. A director may resign at any
-------------------------------
time by giving written notice to the Board of Directors or the Chairman of the
Board. Such resignation shall take effect at the date of receipt of such notice
or at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
In the event the notice of resignation specifies a later effective date, the
Board of Directors may fill the pending vacancy (subject to the provisions of
the Articles of Incorporation) before the effective date if they provide that
the successor does not take office until the effective date. Director vacancies
shall be filled, and directors may be removed, in the manner prescribed in the
Corporation's Articles of Incorporation.

Section 3. Powers. The business and affairs of the Corporation shall be
------
managed by the Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised and done by the shareholders.

Section 4. Place of Meetings, Meetings of the Board of Directors, regular
-----------------
or special, may be held either within or without the State of Florida.

Section 5. Annual Meetings. Unless scheduled for another time by the
---------------
Board of Directors, the first meeting of each newly elected Board of Directors
shall be held, without call or notice, immediately following each annual meeting
of shareholders.

Section 6. Regular Meetings. Regular meetings of the Board of Directors
----------------
may also be held without notice at such time and at such place as shall from
time to time be determined by the Board of Directors.

Section 7. Special Meetings and Notice. Special meetings of the Board of
---------------------------
Directors may be called by the President or Chairman of the Board and shall be
called by the Secretary on the written request of any two directors. At least
forty-eight (48) hours' prior written notice of the date, time and place of
special meetings of the, Board of Directors shall be given to each director.
Except as required by law, neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting. Notices to
directors shall be in writing and delivered to the directors at their addresses
appearing on the books of the Corporation by personal delivery, mail or other
legally sufficient means. Subject to the provisions of the preceding sentence,
notice to directors may also be given by telegram, teletype or other form of
electronic communication. Notice by mail shall be deemed to be given at the time
when the same shall be received. Whenever any notice is required to be given to
any director, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before, during or after the meeting, shall
constitute an effective waiver of such notice. Attendance of a director at a
meeting shall constitute a waiver of notice of such meeting and a waiver of any
and all

6
<PAGE>

objections to the place of the meeting, the time of the meeting and the manner
in which it has been called or convened, except when a director states, at the
beginning of the meeting or promptly upon arrival at the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened.

Section 8. Quorum and Required Vote. A majority of the Prescribed number
------------------------
of directors determined as provided in the Articles of Incorporation shall
constitute a quorum for the transaction of business and the act of the majority
of the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors, unless a greater number is required by the
Articles of Incorporation. Whenever, for any reason, a vacancy occurs in the
Board of Directors, a quorum shall consist of a majority of the remaining
directors until the vacancy has been filled. If a quorum shall not be present at
any meeting of the Board of Directors, a majority of the directors present
thereat may adjourn the meeting to another time and place without notice other
than announcement at the time of adjournment. At such adjourned meeting at which
a quorum shall be present, any business may be transacted that might have been
transacted at the meeting as originally notified and called.

Section 9. Action Without Meeting. Any action required or permitted to be
----------------------
taken at a meeting of the Board of Directors or committee thereof may be taken
without a meeting if a consent in writing, setting forth the action taken, is
signed by all of the members of the Board of Directors or the committee, as the
case may be, and such consent shall have the same force and effect as a
unanimous vote at a meeting. Action taken under this Section 9 is effective when
the last director signs the consent, unless the consent specifies a different
effective date. A consent signed under this Section 9 shall have the effect of a
meeting vote and may be described as such in any document.

Section 10. Conference Telephone or Similar Communications Equipment
--------------------------------------------------------
Meetings. Directors and committee members may participate in and hold a meeting
- --------
by means-of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in such a meeting shall constitute presence in person at the
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground the
meeting is not lawfully called or convened.

Section 11. Committees. The Board of Directors, by resolution adopted by
----------
a majority of the whole Board of Directors, may designate from among its members
an executive committee and one or more other committees, each of which, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the business and affairs of the
Corporation except where the action of the full Board of Directors is required
by applicable law. Each committee must have two or more members who serve at the
pleasure of the Board of Directors. The Board of Directors, by resolution
adopted in accordance with this Article Three, may designate one or more
directors as alternate members of any committee, who may act in the place and
stead of any absent member or members at any meeting of such committee.
Vacancies in the membership of a committee may be filled only by the Board of
Directors at a regular or special meeting of the Board of Directors. The

7
<PAGE>

executive committee shall keep regular minutes of its proceedings and report the
same to the Board of Directors when required. The designation of any such
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed
upon it or such member by law.

Section 12. Compensation of Directors. The directors may be paid their
-------------------------
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed SUM for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Similarly, members of special or standing committees may be allowed
compensation for attendance at committee meetings or a stated salary as a
committee member and payment of expenses for attending committee meetings.
Directors may receive such other compensation as may be approved by the Board of
Directors.

ARTICLE FOUR

OFFICERS
- --------

Section 1. Positions. The officers of the Corporation may consist of a
---------
Chairman of the Board, a Chief Executive Officer, a President, one or more Vice
Presidents (any one or more of whom may be given the additional designation of
rank of Executive Vice President or Senior Vice President), a Secretary, a Chief
Financial Officer and a Treasurer. Any two or more offices may be held by the
same person. Officers other than the Chairman of the Board need not be members
of the Board of Directors. The Chairman of the Board must be a member of the
Board of Directors.

Section 2. Election Of Specified Officers by Board. The Board of
---------------------------------------
Directors at its first meeting after each annual meeting of shareholders shall
elect a Chairman of the Board, a Chief Executive Officer, a President, one or
more Vice Presidents (including any Senior or Executive Vice Presidents), a
Secretary, a Chief Financial Officer and a Treasurer.

Section 3. Election or Appointment of Other Officers. Such other officers
-----------------------------------------
and assistant officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors, or, unless otherwise specified herein,
appointed by the Chairman of the Board. The Board of Directors shall be advised
of appointments by the Chairman of the Board at or before the next scheduled
Board of Directors meeting.

Section 4. Compensation. The salaries, bonuses and other compensation of
------------
the Chairman of the Board and all officers of the Corporation to be elected by
the Board of Directors pursuant to Section 2 of this Article Four shall be fixed
from time to time by the Board of Directors or pursuant to its direction. The
salaries of all other elected or appointed officers of the Corporation shall be
fixed from time to time by the Chairman of the Board or pursuant to his
direction.

8
<PAGE>

Section 5. Term: Resignation: Removal: Vacancies. The officers of the
-------------------------------------
Corporation shall hold office until their successors are chosen and qualified.
Any officer or agent elected or appointed by the Board of Directors or the
Chairman of the Board may be removed, with or without cause, by the Board of
Directors, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed. Any officer or agent appointed by the Chairman
of the Board pursuant to Section 3 of this Article Four may also be removed from
such office or position by the Board of Directors or the Chairman of the Board,
with or without cause. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise shall be filled by the Board of
Directors, or, in the case of an officer appointed by the Chairman of the Board,
by the Chairman of the Board or the Board of Directors. Any officer of the
Corporation may resign from his respective office or position by delivering
notice to the Corporation, and such resignation shall be effective without
acceptance. Such resignation shall be effective when delivered unless the notice
specifies a later effective date. If a resignation is made effective at a later
date and the Corporation accepts the future effective date, the Board of
Directors may fill the pending vacancy before the effective date if the Board
provides that the successor does not take office until such effective date.

Section 6. Chairman of the Board. The Chairman of the Board shall preside
---------------------
at all meetings of the shareholders and the Board of Directors. The Chairman of
the Board shall also serve as the chairman of any executive committee.

Section 7. Chief Executive Officer. Subject to the control of the Board
-----------------------
of Directors, the Chief Executive Officer, in conjunction with the President,
shall have general and active management of the business of the Corporation,
shall see that all orders and resolutions of the Board of Directors are carded
into effect and shall have such powers and perform such duties as may be
prescribed by the Board of Directors. In the absence of the Chairman of the
Board or in the event the Board of Directors shall not have designated a
Chairman of the Board, the Chief Executive Officer shall preside at meetings of
the shareholders and the Board of Directors. The Chief Executive Officer shall
also serve as the vice-chairman of any executive committee.

Section 8. President. Subject to the control of the Board of Directors,
---------
the President, in conjunction with the Chief Executive Officer, shall have
general and active management of the business of the Corporation and shall have
such-powers and perform such duties as may be prescribed by the Board of
Directors. In the absence of the Chairman of the Board and the Chief Executive
Officer or in the event the Board of Directors shall not have designated a
Chairman of the Board and a Chief Executive Officer shall not have been elected,
the President shall preside at meetings of the shareholders and the Board of
Directors. The President shall also serve as the vice-chairman of any executive
committee.

Section 9. Vice Presidents. The Vice Presidents, in the order of their
---------------
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President and the Chief Executive Officer, perform
the duties and exercise the powers of the President. They shall perform such
other duties and have such other powers as the Board of Directors, the Chairman
of the Board or the Chief Executive Officer shall prescribe or as the

9
<PAGE>

President may from time to time delegate. Executive Vice Presidents shall be
senior to Senior Vice Presidents, and Senior Vice Presidents shall be senior to
all other Vice Presidents.

Section 10. Secretary. The Secretary shall attend all meetings of the
---------
shareholders and all meetings of the Board of Directors and record all the
proceedings of the meetings of the shareholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors and shall keep in safe custody the seal of the Corporation
and, when authorized by the Board of Directors, affix the same to any instrument
requiring it. The Secretary shall perform such other duties as may be prescribed
by the Board of Directors, the Chairman of the Board, the Chief Executive
Officer or the President.

Section 11. Chief Financial Officer. The Chief Financial Officer shall be
-----------------------
responsible for maintaining the financial integrity of the Corporation, shall
prepare the financial plans for the Corporation and shall monitor the financial
performance of the Corporation and its subsidiaries, as well as performing such
other duties as may be prescribed by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President.

Section 12. Treasurer. The Treasurer shall have the custody of corporate
---------
funds and, securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Chairman of the Board and the Board of Directors at its regular meetings or
when the Board of Directors so requires an account of all his transactions as
Treasurer and of the financial condition of the Corporation. The Treasurer shall
perform such other duties as may be prescribed by the Board of Directors, the
Chainman of the Board, the Chief Executive Officer or the President.

Section 13. Other Officers: Employees and Agents. Each and every other
------------------------------------
officer, employee and agent of the Corporation shall possess, and may exercise,
such power and authority, and shall perform such duties, as may from time to
time be assigned to such person by the Board of Directors, the officer so
appointing such person or such officer or officers who may from time to time be
designated by the Board of Directors to exercise such supervisory authority.

ARTICLE FIVE

CERTIFICATES FOR SHARES
- -----------------------

Section 1. Issue of Certificates. The shares of the Corporation shall be
---------------------
represented by certificates, provided that the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be

10
<PAGE>

uncertificated shares. Any such resolution shall not apply to shares represented
by a certificate until such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by certificates (and upon request every holder
of uncertificated shares) shall be entitled to have a certificate signed by or
in the name of the Corporation by the Chairman of the Board or a Vice Chairman
of the Board, or the Chief Executive Officer, President or Vice President, and
by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, representing the number of shares registered in
certificate form.

Section 2. Legends for Preferences and Restrictions on Transfer. The
----------------------------------------------------
designations, relative rights, preferences and limitations applicable to each
class of shares and the variations in rights, preferences and limitations
determined for each series within a class (and the authority of the Board of
Directors to determine variations for future series) shall be summarized on the
front or back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the Corporation will furnish the
shareholder a full statement of this information on request and without charge.
Every certificate representing shares that are restricted as to the sale,
disposition, or transfer of such shares shall also indicate that such shares are
restricted as to transfer, and there shall be set forth or fairly summarized
upon the certificate, or the certificate shall indicate that the Corporation
will furnish to any shareholder upon request and without charge, a full
statement of such restrictions. If, the Corporation issues any shares that are
not registered under the Securities Act of 1933, as amended, or not registered
or qualified under the applicable state securities laws, the transfer of any
such shares shall be restricted substantially in accordance with the following
legend:

"THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER
ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY
APPLICABLE STATE LAW, OR (2) AT HOLDERS EXPENSE, AN OPINION (SATISFACTORY TO THE
CORPORATION) OF COUNSEL (SATISFACTORY TO THE CORPORATION) THAT REGISTRATION IS
NOT REQUIRED."

Section 3. Facsimile Signatures. Any and all signatures on the
--------------------
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.

Section 4. Lost Certificates. The Board of Directors may direct a new
-----------------
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Corporation may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost or
destroyed

11
<PAGE>

certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost or
destroyed.

Section 5. Transfer of Shares. Upon surrender to the Corporation or the
------------------
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

Section 6. Registered Shareholders. The Corporation shall be entitled to
-----------------------
recognize the exclusive rights of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Florida.

Section 7. Redemption of Control Shares. As provided by the Florida
----------------------------
Business Corporation Act, if a person acquiring control shares of the
Corporation does not file an acquiring person statement with the Corporation,
the Corporation may, at the discretion of the Board of Directors, redeem the
control shares at the fair value thereof at any time during the 60-day period
after the last acquisition of such control shares. If a person acquiring control
shares of the Corporation files an acquiring person statement with the
Corporation, the control shares may be redeemed by the Corporation, at the
discretion of the Board of Directors, only if such shares are not accorded full
voting rights by the shareholders as provided by law.

ARTICLE SIX

GENERAL PROVISIONS
- ------------------

Section 1. Dividends. The Board of Directors may from time to time
---------
declare, and the Corporation may pay, dividends on its outstanding shares in
cash, property, stock (including its own shares) or otherwise pursuant 1:6 law
and subject to the provisions of the Articles of Incorporation.

Section 2. Reserves. The Board of Directors may by resolution create a
--------
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.

Section 3. Checks. All checks or demands for money and notes of the
------
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

12
<PAGE>

Section 4. Fiscal Year. The fiscal year of the Corporation shall end on
-----------
December 31 of each year, unless otherwise fixed by resolution of the Board of
Directors.

Section 5. Seal. The Board of Directors may adopt a corporate seal by
----
resolution. The corporate seal, if adopted, shall have inscribed thereon the
name and state of incorporation of the Corporation. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

Section 6. Gender. All words used in these Bylaws in the masculine gender
------
shall extend to and shall include the feminine and neutral genders.

ARTICLE SEVEN

AMENDMENT OF BYLAWS
- -------------------

Except as otherwise set forth herein, these Bylaws may be altered, amended
or repealed or new Bylaws may be adopted at any meeting of the Board of
Directors at which a quorum is present, by the affirmative vote of a majority of
the directors present at such meeting.

<PAGE>

Exhibit 3.1

NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA

NUMBER SHARES

POKER.COM INC.

AUTHORIZED COMMON STOCK: 100,000,000 SHARES
PAR VALUE: $.01

THIS CERTIFIES THAT

SPECIMEN

IS THE RECORD HOLDER OF

--Shares of POKER.COM INC. Common Stock--

transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, THE TRANSFER
QUALIFIES FOR AN EXEMPTION FROM OR EXEMPTION TO THE REGISTRATION PROVISIONS
THEREOF.*

Witness the facsimile seal of the Corporation and the facsimile signature of its
duly authorized officers.

Dated:

/s/ Michael Jackson
---------------------
Secretary

[CORPORATE SEAL]
/s/ Charlo Barbosa
---------------------
<PAGE>

President

NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT

Countersigned & Registered:

INTERWEST TRANSFER CO., INC.
P.O. BOX 17136
SALT LAKE CITY, UTAH 84117

COUNTERSIGNED
Transfer Agent - Authorized Signature

By ___________________

* As Applicable

<PAGE>

Exhibit 6.1

MEMORANDUM OF AGREEMENT

Executed as of the 16/th/ day of July, 1999

Between Uninet Technologies ("Uninet") and Thermal Ablation Technologies
Corporation ("Thermal") a public company trading on the OTC.BB

1. Uninet warrants and represents that

a) It has acquired from ALA Corp. ("Alacorp") in an arms length
transaction, the exclusive world wide paid-up license to use the
internet URL/ domain name, Poker.com ("Poker").

b) The license is freely assignable, and in good standing and subject
only to a payment of $100,000 to Ala Corp and a royalty payment
payable to AlaCorp of 4% of all revenue earned by the license holder
through the poker.com web site including marketing revenue from any
Casino operated as Poker.com.

c) The term of the license is for 99 years which may convert to a fully
owned asset (see para 10) and may only be terminated by AlaCorp if its
holder causes Alacorp to be in violation of any law (national or
international) or ceases through insolvency or bankruptcy, to operate
a business that makes use of the license, for operating a Casino
(directly or indirectly), selling advertising banners and creating a
commercial site for the purpose of generating revenue.

d) Uninet has agreed to enter into this agreement with Thermal on the
following terms

i) UniNet hereby sub-licenses to Thermal the exclusive world
wide license to use the url/domain name Poker.com for
purposes of creating an on-line gaming portal and web site
and generating revenue from selling gaming software sub-
licenses, marketing, e-commerce and banner advertising.

2. Thermal warrants that

a) Thermal Ablation Technologies Corporation ("Thermal" is duly
incorporated and in good standing under the laws of the State of
Florida.

b) The authorized capital stock of Thermal consists of 100,000,000 common
shares, par value $0.01 per share and 30,000,000 preferred shares, par
value $0.01 per share

c) Thermal has issued 4,200,000 common shares, which are fully paid and
non assessable (the "issued shares")

d) 3,300,000 of the issued shares are unrestricted and freely tradable,
subject to compliance with applicable securities laws (the "free
trading shares"
<PAGE>

e) 900,000 of the issued shares are "restricted securities" as defined in
Rule 144 promulgated under the U/S Securities Act of 1933 and subject
to resale restrictions imposed thereunder the (the "restricted
shares")

f) 400,000 of the restricted shares are held by associates of Thermal and
subject to additional resale restrictions imposed under the US
securities Act of 1933

g) Quotes for the sale and purchase of Free Trading Shares are published
by the National Association of Securities Dealers Inc on its over the
counter Bulletin Board under the symbol "TABT"

h) That it will immediately apply to change its corporate name to
Poker.com Inc and apply for a new symbol on the OTC.B.B.

3. In consideration for the exclusive marketing rights and licensing rights
granted by UniNet to Thermal, Thermal will pay UniNet and/or their nominees
(all figures are in US dollars).

a) 500,000 newly issued common shares of Thermal

b) $100,000 licensing payment payable to Alacorp on closing

c) 4% of total gross revenue earned by Thermal from any source including
marketing revenue from the Casino site which will be payable directly
to Alacorp quarterly.

4. Thermal warrants and represents that

a) As of today, they have current accounts payable of no more than
$20,000 (Cad) before audit fees.

b) that CeBu is owned approx. $68,000 for Investor relations, management
services, rent and office supplies and services for which Cebu has
agreed accept 68,000 restricted shares in Thermal to be issued from
treasury unless the company issues under 504 at $0.50c in which event
Cebu will receive 100,000 shares in lieu of the 68,000 or 50,000
shares if at $1.00

c) that the company owns 6,000 shares of Thermal Ablation Technologies
Canada Ltd ("TATC") that are subject to a shareholders agreement (the
"TATC Shares") which Thermal are attempting to sell back to TATC or
third party purchaser.

5. Uninet and their associates undertake to assist Thermal in raising up to
$500,000 in order to provide initial working capital for marketing, pay
AlaCorp $100,000.

6. The parties agree to enter into a formal license agreement incorporating
such terms and conditions, warranties and representations are normally
included in a license agreement for use of a domain name.

7. The license agreement entitles UniNet/Thermal to make all such design
changes and provide such content to the web page in order to create a
commercially viable site.
<PAGE>

8. This agreement supercedes any prior written or verbal discussion or
agreement entered into between the parties.

9. The domain name Poker.com will revert to Uninet without compensation if:

a.) Thermal or its representative default under the terms of this
agreement or fail to perform as provided herein.

b.) Thermal, or it's representatives, cause Alacorp to be in violation of
any law (national or international). The parties acknowledge that the
proposed Kyl bill is not included in this representation and the
parties will deal with alternative means of conducting their business
so that they are not in contravention of any laws that may shut down
their business operation or result is substantial fines or penalties.

c.) Thermal ceases to operate the business through insolvency/bankruptcy

10. The url/domain name Poker.com will be transferred to Thermal for $1.00 at
such time as Alacorp has earned $1 million from royalty payments.

11. Closing shall take place on transfer of the license from UniNet to Thermal
to be effected by payment to Alacorp of the $100,000.

12. The parties wish to disclose that Michael Jackson is a Director of UniNe
Technology Inc and Thermal Ablation Technologies Corp

/s/ Michael Jackscon /s/ Charlo Barbosa
-------------------------- ----------------------------------
Uninet Technologies Thermal Ablation Technologies Corporation

<PAGE>

Exhibit 6.2

Memorandum of Agreement

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

by and between

Poker.com,Inc ("Pker")

and

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

Whereas

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

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

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

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

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

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

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

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

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

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

The term of this license expire July 16, 2098

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

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

b) The servers which have been installed by TicoNet

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

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

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

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

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

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

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

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

/s/ C. Barbosa /s/ Ricardo Lara Gamboa
---------------------- --------------------------
Poker.com Inc. Antico Holdings SA
C. Barbosa Ricardo Lara Gamboa

<PAGE>

Exhibit 6.3

Agreement of Contract

Entered into this 16/th/ day of July, 1999

Between

Thermal Ablation Technologies Corp ("Thermal")

And

Michael Jackson and Charlo Barbosa ("Management")

Whereas

. Thermal has changed its business focus to become an Internet marketing and
entertainment public company which requires management to achieve its
objectives

. Michael and Charlo have the expertise to manage the affairs of the company
and develop Thermals business plan

Now therefore, for valuable consideration given and received and for their
mutual covenants, the parties agree as follows

1. Thermal has agreed to employ Management to operate the company on a day to
day basis which will include the management of the Public company, its
filings and accounting and its public relations. It will include creating
an opt-in advertising program, establishing retail affiliations for e-
commerce retail sales and setting up an Internet Portal for Poker.com, as
well as the acquisition of sub-licensing agreements to enable Thermal to
act as re-sellers of gaming software.

2. Management has agreed to accept the appointment and will undertake the
responsibilities set out in para 1 above.

3. The term of the contract shall be for 12 months and shall automatically be
renewed annually unless cancelled at the end of any term

4. Management shall be entitled to remuneration based on 5% of the gross
revenue earned by Thermal or $5,000 p.m whichever is the greater. Payment
shall be made monthly in arrears.

5. Thermal shall be responsible for all expenses incurred by management
including, office, staff, telephones, fax, internet access, travel,
entertainment, advertising and third party
<PAGE>

expenses including legal, accounting, investor relations, printing and,
notwithstanding the foregoing, all other expenses associated with the
management and operation of Thermal from a corporate and a business
standpoint.

6. Management shall be issued 100,000 options each at $1.00 per share and may
at their discretion request the Board top authorize the issue of options as
to employees or contractors under the NASD rules.

7. Thermal is aware that Mr Barbosa is President and a control shareholder of
Virtualynx Internet Inc ("Virtualynx") which is a web-hosting company and
will continue to operate virtualynx but will spend that amount of time as
is required to manage Thermal as President. Mr Barbosa has interests in
other business operations which he will continue. Parties acknowledge that
there is no conflict of interest as Virtualynx is synergistic to Thermal's
operations.

8. Thermal is aware that Mr Jackson is Present of UniNet Capital Corporation
and Hillcon Developments Ltd an Investment Banking and Real Estate
Development company respectively, and will continue to operate those two
companies but will spend that amount of time as is required to manage
Thermal as Secretary. Parties acknowledge that there is no conflict of
interest.

9. Thermal is aware that management will receive 250,000 restricted shares
from UniNet Technologies Inc. for `finding' and structuring the purchase of
the url/domain Poker.com.

/s/ Charlo Barbosa /s/ Charlo Barbosa
---------------------------------- ---------------------------------
Thermal Ablation Technologies Corp Charlo Barbosa

/s/ Michael Jackson /s/ Michael Jackson
---------------------------------- ---------------------------------
Thermal Ablation Technologies Corp Michael Jackson

<PAGE>

Exhibit 6.4

MASTER SOFTWARE SUB LICENSE AGREEMENT

This Agreement made as of the 29"' 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

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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

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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

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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

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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,

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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

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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;

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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.

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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

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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

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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.

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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.

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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.

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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,

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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

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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.

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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

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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.

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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.

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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

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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

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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.

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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.

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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.

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1.7 Severability

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

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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

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<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.

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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

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<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

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<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.

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<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

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<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.

12.5. 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.

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

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<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

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<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.

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<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.

16.6. 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

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<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: ________________________________

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<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.

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<PAGE>

SCHEDULE "B "

End User License Agreement

A. ELIGIBILITY:

B. OTHER CONDITIONS

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<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

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

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.

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.

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.

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<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.

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<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.

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.

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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.

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

<PAGE>

Exhibit 6.5

LICENSE AND PROGRAMMING AGREEMENT

THIS AGREEMENT, (hereinafter, "the Agreement") is made on this 10/th/ day of
August,1999, (the "Effective Date"), by and between ASF Software Inc. .a
corporation organized and existing under the Belize International Business
Companies Act 1990, Central America, and having its principal place of business
at Island Galleria, Coconut Drive, Ambergris Cay, San and Poker.com Inc. with
its head office at Suite 1502- 1166 Alberni Street, Vancouver, British Columbia,
Canada.

WHEREAS, the Company has experience in the development of software for Internet
gaming.

WHEREAS, the Site desires to license from the Company and operate the Company's
Software for all internet gaining site as further described herein.

Now, therefore, in consideration of tile mutual covenants and promises set forth
herein, the parties hereto agree as follows:

1. Entire Agreement

This Agreement, including all appendixes and referenced attachments, constitutes
the entire agreement between Site and Company and supersedes .111 proposals,
agreements, oral and written, between the parties on the subject matter.

2. Software License and Other Services

The Company herewith agrees to provide the following services (including tile
software licenses as set forth below, the "Services") oil a non-exclusive basis
and subject to these terms and conditions.

a. License

The Company shall provide a software license, subject to the provisions of
sub paragraph 2(c). below, (hereinafter referred to as the "License") for
use of the Company's current version of its Back End Management System
which includes a Communications Server Program, a Player Database System
using MS SQL and the capability to interface the Player Database System to
UniClicck Check, Master merchant Credit Card processing system, hereinafter
referred to as the ("Software"). Furthermore, the Company shall provide
from time to time as the Company deems necessary, updates or enhancements
to the current features provided in the Software free of charge.

b. Hardware Compatibility

The Company agrees the Software as delivered shall load and operate on a
minimum computer equipment configuration as listed herein below:

Data Server: A Duct Pentium Pro 333 Mhz computer with a 16
gigabyte SCSI RAID hard disk and 512K RAM.
<PAGE>

Game Server: A Pentium 300 Mhz computer with a 2 gigabyte hard disk and
256K RAM.

The Site shall provide its own hardware meeting or exceeding these
requirements-

Network and Database. The network software must be Microsoft Windows NT
version as directed by the Company and using a Microsoft SQL database.

c. Usage and Distribution

The Company shall grant usage and distribution rights to the Site on an
non-exclusive basis as follows:

1) The rights to use a copy of the Software utilizing a URLs in a
legal jurisdiction for the Site.

2) The unlimited right to use, distribute, or sub-license the Client
Games.

Except as specifically set forth above, the Site shall not copy or
distribute or cause to be copied or distributed the Software for any other
purpose except as provided herein without the written consent of the
Company.

3. Performance of Services

The Services provided herein and the manner in which the Services am to be
performed and the specific hours to be worked by the Company shall be determined
by the Company. The Site shall rely on the Company to work as many hours as may
be reasonably necessary to fulfill the scheduling obligations under this
Agreement.

4. Delivery and Installation

Both parties understand time is of the essence and shall make their best efforts
to expedite the delivery of the Software as follows:

a. Delivery Schedule

The Company shall deliver or cause to be delivered the Company's current
Client Server program upon die receipt of the 501A License payment due upon
signing of this Agreement.

b. Site Preparation and Installation

Page 2
<PAGE>

The Company shall load and certify the installation of the Software on
hardware provided by the Site. The Site shall reimburse the Company for any
out-of-pocket expenses associated with travel and subsistence for this
effort.

5. Acceptance

Acceptance of the Software shall occur upon delivery of the Software as set
forth in paragraph 4(a).

6. Limited Warranty and Legality

Upon delivery, the Company acknowledges to the best of its ability that the
Software is free of defects or imperfections for a period of ninety days from
delivery. Any errors that create on screen error messages and which can be
reproduced by the Site on the Company's or mutually agreeable test computer
system that are found in the delivered Software during the warranty period shall
be corrected in a reasonable time frame, as determined by industry standards, at
the Company's expense. Furthermore, the Company warrants & represents that the
games are based on standard random number generation and that the Software has
not been modified to the favor of any specific player or the Site. At the Site's
option and sole expense the Site may select an Internationally recognized
Accounting & Consulting firm to view the Software Source Code and verify the
randomness of the random number generators at the offices of the Company.

The Company shall only be responsible for errors that are reproducible in the
Software as delivered by the Company, and not for any errors created because Of
Other programs, hardware, or changes not made by the Company.

Company hereby disclaims all other warranties of any kind as to the Software
whether stated or implied, including any warranty of merchantability or fitness
for a Particular purpose, even if the Company has been advised of that purpose.

The Site has conducted an independent investigation into the legality of the
intended use of the Software and hereby releases Company from any responsibility
with respect to any Present or intervening illegality of such use.

Site shall indemnify and hold Company harmless Company and all claims, liability
or damage arising from or related to any alleged or actual illegal use of the
Software. In the event of any such illegality, Site shall not be excused from
its obligations to the Company hereunder.

7. Payment to Company.

All Payments shall be made by the Site to the Company as provided herein below:

a. Software License

Page 3
<PAGE>

1) The License price for the Software, hardware and Client Games shall be
One Hundred and Thirty Five Thousand U.S. Dollars payable as follows;
Fifty percent upon the Signing of this Agreement Twenty-five percent
within 14 day of the Effective Date and Twenty-five percent to be paid
----
within 30 days from the Effective Date.

2) A continuing license fee equal to twenty percent of all revenues
derived from the use of the Software at the Site less payments to
customers shall be paid to the Company for ongoing Software support
and upgrades to the existing Software.

b. Payments After Termination

Upon termination of this Agreement for any reason other than the default of
the Company, the Company shall be entitled to payments and Partial Payments
that occurred prior to the date of termination and for which the Company
has not yet been paid.

Furthermore, all Services and Schedules provided herein by the Company shall be
suspended if any payments, fees or invoices are in arrears and shall remain
suspended until such time the arrears have been paid or until the Company elects
to continue working with the Site.

8. Expenses of Company

The Company "I be entitled to reimbursement from the Site for reasonable and
mutually agreeable travel expenses, if any, that relate to this Agreement.

9. Term/Termination

a. Term

The Term hereunder shall begin upon the Effective Date and shall continue
for a period of one year, and automatically be renewed annually unless
terminated in writing by either party giving the other party 90 days
notice, and for as long as either party is not in default of this
Agreement. Both parties agree that the License and Confidentiality
provisions of this Agreement shall remain in full force and effect after
the termination of this Agreement.

b. Default

Either party has the right to terminate this Agreement if the other party
breaches or is in default of its obligations hereunder and such default is
incapable of cure or which, being capable of cure, has not been cured
within thirty (30) days after receipt of notice of such default (or such
additional cure period as the non-defaulting party may authorize).

c. Acts of Insolvency

Page 4
<PAGE>

The Company may terminate this Agreement by written notice to the Site if
the Site becomes insolvent, suffers or permits the appointment of a
receiver for its business or assets, becomes subject to any proceeding
under any bankruptcy or insolvency law whether domestic or foreign, or has
wound up or liquidated, voluntarily or otherwise. If Company becomes
insolvent, is placed in receivership, or in Bankruptcy, this Agreement will
terminate but Site may without further compensation retain the License and
distribution rights granted herein to the Software.

d. Force Majeure Event

In the event that either party is unable to perform any of its obligations
under this Agreement, or to enjoy any of its benefits because of natural
disasters; or communications line failure not the fault of the affected
party (hereinafter referred to as a "Force Majeure Event"), the party who
has been so affected shall immediately give notice to the other party and
shall do everything possible to resume performance. Upon receipt of such
notice, all obligations under this Agreement shall be immediately
suspended. If the period of nonperformance exceeds fifteen (15) days from
the receipt of notice of the Force Majeure Event, the party whose ability
to perform, has not been affected may, by giving written notice, terminate
this Agreement.

However, delays in delivery due to Force Majeure Events shall automatically
extend the delivery date for a period equal to the duration Of such Events;
any warranty period affected by a Force Majeure Event shall likewise be
extended for a period equal to the duration of such Event.

e. Return of Software

Should this Agreement be terminated by Company on account of Site's default
pursuant to this Agreement, the Company may repossess any and all the
Services by directing Site in writing to deliver all records, notes, data,
memoranda, of any nature that am in their possession or under their control
within thirty (30) days to the Company and at Site's expense to the nearest
convenient location of the Company.

10. Relationship of Parties

11 is understood by the Parties that the Company is an independent contractor
with respect to the Site, and not an employee of the Site. The Site shall not
provide fringe benefits, including health insurance benefits, paid vacation, or
any other employee benefits for the benefit Of the Company. Furthermore, it is
understood and agreed by the parties that for a period of two years the Site
shall not hire, or contract with or in any manner have any of the Company's
employees work for the Site without prior written approval of the Company.

Page 5
<PAGE>

11. Consequential Damages

In no event shall either party be liable for consequential damages caused by the
other party unless there is negligence by either party.

12. Intellectual Property

Except as otherwise provided for herein, the following provisions shall apply
with respect to copyrightable works, ideas, discoveries, inventions,
applications for patents, and patents (collectively, "Intellectual Property"):

a. Site's Intellectual Property

The Site shall not hold any interest in any Intellectual Property except
for Copyrights of the site for Graphic or Graphics Design created by or for
the Site.

b. Development of Intellectual property

Any items of Intellectual Property discovered or developed by the Company
(or the Company's employees) for the benefit of the Site during the term of
this Agreement shall automatically become the property of the Company.

Furthermore, software features specifically developed by the Company for
and paid by the Site shall be deemed the intellectual property of the
Company, however, if there are to be any exclusivity and royalty conditions
regarding such features, those conditions shall be mutually agreed in
writing before such development begins.

13. Confidential and Proprietary information

Both parties recognize that they have and/or shall have copyrights, products,
costs. business affairs, trade secrets, technical information, product design
information, and other Proprietary information (collectively, "Information'
which are valuable, special and unique assets.

a. Site's Business information

The Company agrees that the Company shall not knowingly distribute, either
orally or written, any Information of the Site, including specific
operational statistics or results, to a third party without the prior
written approval of the Site.

b. Company's Intellectual property

The Site agrees that the Software provided by the Company to the Site are
the sole Property of the Company regardless of any payments, fees or other
considerations made to the Company by the Site.

c. Unauthorized Disclosure of Information

Page 6
<PAGE>

If it appears that either party has disclosed (or has threatened to
disclose) Information in violation of this Agreement, the other party shall
be entitled to an injunction to restrain the other party from disclosing,
in whole or in part, such Information, or from providing any Services to
any party to whom such Information has been disclosed or may be disclosed
pending resolution for any arbitration filed to resolve a dispute as it
relates to this Agreement. Neither party shall be prohibited by this
provision from pursuing other remedies, including a claim for losses and
damages.

d. Confidentiality After Termination of Agreement

The confidentiality provisions of this Agreement shall remain in M force
and effect after the termination of this Agreement A violation of sub-
paragraphs 13(a). or 13(b). above shall be a material violation of this
Agreement.

14. Return of Records

Upon termination of this Agreement, both Party's shall deliver all records,
notes, data, memoranda, of any nature that am in their possession or under their
control and that are the other Party's property or relate to the other Party's
business operations.

15. Notices

All notices required or permitted under this Agreement shall be in writing and
shall be deemed delivered when delivered in person or deposited in the United
States mail, postage prepaid, addressed as follows:

Attn: Ramon Nunez

Company: ASF Software

Island Galleria, Coconut Drive

Ambergris Cay, San Jose, Belize, Central America

Attn: Nancy Ross

Site: Antico Holdings AVV

c/o First independent Trust (Aruba) AVV

Sun Plaza, L.G. Smith Blvd. 160

Oranjestad. Aruba

Such addresses may be changed from time to time by either party providing
written notice in the manner set forth above.

Page 7
<PAGE>

16. Amendment

This Agreement may be modified or amended, if the amendment is made in writing
and is signed by both parties.

17. Severability

If any provision of this Agreement shall be held to be invalid or unenforceable
for any reason, the remaining provisions shall continue to be valid and
enforceable. If arbitration finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.

18. Waiver

The Failure of either party to enforce any provision of this Agreement shall not
be construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this Agreement.

No term or provision hereof shall be deemed waived and no breach excused unless
such waiver or consent shall be in writing and signed by the party claimed to
have waived or consented.

19. No Contingencies or Changes

It is agreed by the Company that tile Software has been created and is not
contingent upon uncertain events or engineering which shall not have occurred
until after the contract is awarded. This does not include changes requested by
the Site or other factors that are not under the Company's direct control.

20. Taxes

Site shall pay all taxes arising from the sale of the Software, except for any
tax based on Company's income.

21. Assignment

Neither party shall assign or subcontract its obligations under this Agreement,
in whole or in part, or any interest therein, without the other party's written
consent Such consent shall not be unreasonably withheld.

22. Miscellaneous

a. Applicable Law

This Agreement shall be governed by the laws of the Country of Belize.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement and do each
hereby warrant and represent that their respective signatory whose

Page 8
<PAGE>

signature appears below has been and is on the date of the Agreement duly
authorized by all necessary and appropriate corporate action to execute this
Agreement and have caused this Agreement to become effective as of the date
first above written.

ASF Software, Inc. of Belize

By: /s/ Ramon Nunez
----------------------------------
Ramon Nunez,
Title: President

Attest: /s/ Jose Sosa
------------------------------
Name: Jose Sosa
Title:

By: /s/ Michael Jackson
------------------------------
Name: Michael Jackson
Title: Director

Page 9

<PAGE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>

<S> <C> <C> <C>
<PERIOD-TYPE> 9-MOS YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1999 JAN-01-1998 JAN-01-1997
<PERIOD-END> SEP-30-1999 DEC-31-1998 DEC-31-1997
<CASH> 31,982 5,898 0
<SECURITIES> 1 90,298 0
<RECEIVABLES> 200,000 17,223 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 231,983 113,419 0
<PP&E> 377,440 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 609,423 113,419 0
<CURRENT-LIABILITIES> 417,260 12,350 0
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 510,000 260,000 10,000
<OTHER-SE> 0 0 0
<TOTAL-LIABILITY-AND-EQUITY> 609,423 113,419 0
<SALES> 200,000 0 0
<TOTAL-REVENUES> 200,071 906 0
<CGS> 135,000 0 0
<TOTAL-COSTS> 135,000 0 0
<OTHER-EXPENSES> 83,680 149,837 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> 0 0 0
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> 0 0 0
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 140,297 0 0
<CHANGES> 0 0 0
<NET-INCOME> (158,906) (148,931) 0
<EPS-BASIC> (0.04) (0.06) 0
<EPS-DILUTED> (0.04) (0.06) 0

</TABLE>