SOFTWARE LICENSE AGREEMENT

A.

Licensor licenses certain computer software utilized for the operation of Internet and Wireless gaming services (the "Software”).

B.

Licensee desires to operate an Internet / Mobile Gaming Operation and desires to obtain a limited license to utilize the Software.

C.

Accordingly, Licensor hereby licenses the Software to Licensee and Licensee hereby licenses the Software from Licensor upon the terms and conditions set forth herein.

1.

Recitals . Recitals are a material part of this Agreement.

2.

Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

a.

Authorized Client Provider : “Authorized Client Provider” shall mean a person who has, by virtue of a Client Provider Authorization issued by the Commission, been authorized to conduct interactive gaming and interactive gaming related activities within or from the Territories.

b.

Confidential Information . “Confidential Information” shall mean, without limitation, material, information, documents, software, plans, strategies, customer and vendor lists, marketing information, studies and other information owned, licensed, developed or otherwise proprietary in nature in the possession of Licensor, Licensee or their agents, respectively, which is not generally available to or used by others or the utility or value of which is not generally known or recognized as a standard practice, whether or not the underlying details are in the public domain.

c.

Games . “Games” shall mean Texas Holdem Poker. (Games are subject to change)

d.

Hardware . “Hardware” shall mean all the necessary computers, servers, routers, cabling, monitors, hard drives, back-up systems, and other equipment, as required to properly store, distribute and run the Software. Provision and maintenance of all Hardware shall be the sole responsibility of the Licensee.

e.

Interactive Gaming License . “Interactive Gaming License” shall mean a license issued by the Kahnawake Gaming Commission for hosting at certified premises for the purpose of conducting interactive gaming or interactive gaming related activities wholly situated within the Mohawk Territory of Kahnawake.

f.

Internet / Mobile Gaming Operation . A comprehensive term used to describe the Licensee’s complete online gaming business as set forth under this Agreement.

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5. 

Disruptions .

a.

Defects . Licensor will use reasonable efforts to guarantee the long term quality and integrity of the Software. However, Licensor can not guarantee that the Software is error-free. Licensee acknowledges hereby that such complete freedom of programming errors is unattainable within the software industry. If the Software fails to substantially conform to its defined specifications, Licensee may report defects (”Defects”) to Licensor in writing. Within ninety (90) days of such written notice, although with reasonable efforts to minimize such time period, Licensor shall, at its option, complete one of the following: (1) substantially correct such Defects provided that the Software has not been altered or reconfigured in any manner by Licensee or its agents, or (2) replace such portion of the Software or entire Software so long as the replacement remains within the noted specifications of the Software. If Licensor fails to substantially correct Defects within sixty (60) days of written notice by Licensee, then as Licensee’s sole remedy Licensee may terminate this Agreement with respect to such release of the Software. In the event that Licensee elects to terminate the Agreement, Licensee may recover fees paid to Licensor in accordance with the Agreement up to a maximum amount equivalent to the fees paid to Licensor by Licensee during the two months prior to termination.

b.

Temporary Disruptions . Licensee acknowledges that from time to time, as a result of numerous reasons, including, without limitation, Hardware failure, Software failure, Software maintenance, Software bugs, Software upgrades, supplier failures, or acts of God, the services and product performance provided under this Agreement by Licensor may be temporarily disrupted. Licensee acknowledges and agrees that neither Licensor, its agents nor any Licensor Parties will be liable to Licensee or any of Licensee’s customers or Licensee Parties for any special, indirect, consequential, punitive or exemplary damages, or damages for loss of profits or savings, or any other damages, costs or expenses incurred by Licensee, Licensee Parties or Licensee Users in connection with any such temporary disruptions.

6.

Government Issues.

Licensor shall not be held liable for any damages of any kind that result from any government or quasi- government legislation, policy or action.

7.

Conditions of License.

a.

Ownership of Software . All right, title and interest in and to the Software, and any copies and/or derivatives thereof and all documentation, code and logic, which describes and/or composes such software or any such derivatives shall remain the sole and exclusive property of Licensor or its agents, as the case may be, pursuant to the terms of Licensor’s agreement with its agents, if any, and Licensee shall not edit, reverse engineer, copy, emulate, create derivatives of, compile or decompile or otherwise edit, tamper or modify the Software in any way. In the event of any such editing, reverse engineering, copying, emulation, creation of derivative, compilation, decompilation, editing, tampering or modification of the Software by Licensee, Licensee shall unconditionally assign and transfer any intellectual property created by any such non-permitted act to Licensor.

b.

Force Majeure . Except as otherwise specifically provided herein, Licensor and its agents shall not be responsible for failure of performance of this Agreement due to causes beyond their control, including, without limitation, work stoppages, communications outages, fires, civil unrest, riots, rebellions, acts of God and similar occurrences.

c.

Software Format . The Software format shall remain standard as determined in Licensor’s sole discretion.

d.

Non-Exclusive Agreement . Subject only to the right of first refusal set out in sub-paragraph 12. b.1 hereof, Licensee acknowledges that this is a non-exclusive agreement and that Licensor will enter into further licensing agreements with an undefined number of other parties, and that Licensor may continue any and all such competitive and related activities without any liability to Licensee hereunder.

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e.          

Compliance with Applicable Law . Licensee shall be responsible for ensuring that Licensee, and any of its Associates, are operating the Software in compliance with any and all applicable state, provincial, national, and international laws. Licensee shall bear the sole responsibility of determining which jurisdictions have declared Internet and or mobile gaming illegal. Further, Licensee shall be solely responsible for determining which jurisdictions to accept wagers from and for which jurisdictions to market to. As such, Licensee shall stay abreast of the legality of online gaming in jurisdictions from which it accepts wagers.

f.      

Money-Laundering . Licensor has a zero-tolerance policy for money-laundering activities with respect to the use and operation of the Software and Licensee hereby represents and warrants that it will take all actions as necessary to ensure that no money-laundering activities occur through Licensee's, and Licensee’s Associates, operation of the Software.

g.  

User Bonus Restrictions. Licensee shall be solely responsible for any bonuses, incentives, comps, or free game credits given to Users by Licensee.

h.    

User Loyalty Programs . Licensee shall be solely responsible for any costs associated with operating any player loyalty or incentive programs. Such costs may include, but not be limited to, redemptions by Users for any prizes or rewards.  

8.

Term and Termination.

a.      

Term . Subject only to subparagraphs 8. c. and d.hereof, this Agreement shall commence and be deemed effective on the date when fully executed (the “Effective Date”). This Agreement shall remain in effect for a period of three (3) years from the Effective Date (the “Term”) and shall be automatically renewed indefinitely for additional one (1) year terms.

b.          

In the event Licensor completes the sale of its business interests and/or shares to a third party,and pursuant to the provision of the Assignment paragraph 8 (g), Licensee will have the option to continue to be licensed by the Licensor’s successor organization and/or receive a complete copy and full working version of the Licensor’s Software and systems as defined in Schedule A at a price to be determined by an outside valuator. By acquiring the Software and systems defined in Schedule A, Licensee will be permitted to operate as a stand alone business without further obligations to Licensor.

c.  

Licensee Default . In the event that Licensee is in default of any provision of this Agreement and has failed to cure such default, Licensor may terminate this Agreement upon written notice to Licensee effective immediately.

d.  

Party Default . This Agreement may be terminated forthwith at any time by either party upon written notice to the other party:-

(a)    

if the other party commits a material breach of this Agreement and if such breach is curable, fails to cure the breach within thirty (30) days of receiving notice of such breach from the non- breaching party;

(b)  

if a distress or execution is levied upon or against any of the chattels or property of the other party and the same is not paid within seven (7) days of the levying of the same;    

(c)      

if a resolution is passed for the winding-up of the other party, or a petition for the liquidation of the other party is presented, or an event analogous to the foregoing occurs (otherwise than for the purpose of reconstruction or amalgamation) in any jurisdiction where the other party is resident, or the other party has a receiver or an administrative receiver appointed; or    

(d)

if the other party shall cease or threaten to cease to carry on its business.

e.

Any notice of termination pursuant to this Agreement shall be in writing and sent to the other party

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f.      

Immediately upon termination for any reason whatsoever, Licensee shall return any and all copies of the Software, the Derivative Works, and any documents or materials provided by Licensor to Licensee under this Agreement. Licensee shall immediately destroy and delete all electronic copies of the same and confirm such destruction upon oath to Licensor.

g.            

Assignment. Neither party may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the non-assigning party, such consent not to be unreasonably withheld. In the event of any merger, consolidation, take-over or other corporate restructuring including, without limitation, continuance into any jurisdiction involving the requesting party or any sale or other transfer of all or substantially all of the assets of the requesting party or any change in control of the requesting party, this Agreement and the rights and duties hereunder shall be assignable by the requesting party without the prior consent of the other party.

9.

Remuneration .

a.    

Fees . A fee schedule is provided in Schedule C listing all fees associated with the setup and operation of the license by the Licensee.

a.

Initial Fee .

Subject to sub-paragraphs 12. (d) and 13, (e) hereof, Licensee shall pay Licensor a one-time, non – refundable, Licensing Acquisition Fee as the "Initial Fee" in consideration of Licensor’s consent to enter into this Agreement to Licensor’s Bank Account in accordance with Schedule C.

b.

Monthly Merchant Fee .

At such time Licensee is authorized to conduct interactive gaming and interactive gaming related activities within or from the Territories by virtue of receiving a Client Provider Authorization status issued by the Commission, Licensee shall commence paying to Licensor, a monthly merchant fee (the “Monthly Merchant Fee”). The fee schedule shall be in accordance with Schedule C and based on the total number of players registered with the Licensee. A report shall be provided to the Licensor on the 1 ^st of each month for the total number of players registered with the Licensee the previous month. This number is used to invoice the Licensee for the Monthly Merchant Fee.

c.  

Changes in Fees

All fees set out in this Clause 9 (b) and Schedule C payable to Licensor shall be subject to changes by Licensor at the end of the initial term of three years and thereafter, at the end of every year , Both parties shall review proposed changes and negotiate fee increases that are fair and equitable. If any such dispute on fee increases cannot be settled amicably through ordinary negotiation by appropriate representatives of Licensor and Licensee, the matter shall be settled by arbitration in accordance with an Arbitration Act mutually agreed upon by the parties.

d.

Taxes and other Governmental Fees .

Any charges, taxes, duties, fees, excises, tariffs or governmental fees, if any, in connection with the Licensee’s activities under this Agreement shall be the sole responsibility of the Licensee.

11.

Confidentiality

a.      

General Statement . The parties shall not disclose, publish, or disseminate Confidential Information to anyone other than those of its employees or others with a need to know, and the parties agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information.

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The parties agree not to use Confidential Information otherwise for its own or any third party’s benefit without the prior written approval of an authorized representative of the other party in each instance.

b.

Power of Attorney . Additionally, Licensee grants to Licensor a power of attorney to execute any such documents as may be required to fully assign and vest any propriety rights created by Licensee regarding the Software during the term and within the scope of this Agreement to Licensor. Such power of attorney is a power coupled with an interest and is irrevocable.

c.

Further Actions . On Licensor's request, Licensee agrees to execute such additional documents as may be necessary to appropriately and completely assign and vest in Licensor any property rights to the Software, as Licensor’s sole and exclusive property, which became vested in or inured to the benefit of Licensee during the Term of this Agreement.

d.

Return of Confidential Information . On termination of this Agreement, or at the request of Licensor before termination, Licensee shall deliver to Licensor all material in Licensee's possession relating to Licensor's business and the Software.

e. Confidentiality of Agreement . Licensee shall not disclose the contents of this Agreement or any Confidential Information to any third party who is not bound to maintain confidentiality between the parties. Licensee acknowledges that disclosure of the terms of this Agreement to third parties would cause considerable damages, which would be extremely difficult to determine, and irreparable harm to Licensor.

12.

Obligations of Licensor .

a.

Software Implementation Support . The Licensor through Illuminated Technologies shall provide Licensee technical support for the installation and implementation of Software onto Licensee’s Hardware.

b.

Additions to Software . Licensor may from time to time, at its sole discretion and election, create additional games and/or Software features, which may be added to the Software. If additional Games or features are made available as a standard part of the Software, Licensor, upon Licensee's written request, shall provide to Licensee such additional Games or features at no additional cost to Licensee. Such additional games or features shall be provided to Licensee’s Associates, if any, at Licensor’s then prevailing rates. Further, such additions or features shall not apply to unique products or features created by Licensor, or its agents, for other licensees or parties that may have contracted with Licensor for the development of a specific product or feature.

b.

1 Right of First Refusal. Licencee is hereby granted a three month right of first refusal in respect of all additional games referred to in subparagraph 12. b. herein and in Numbers 6 and 7 of Schedule A attached hereto which, without limiting the generality of the foregoing, means that any and all additional games shall be added, at no charge to Licensee’s software and website no less than three months prior to the same additional games being offered or added to other the websites of other licensees of Licensor. Thereafter, such additional games may be offered to other licensees.

Website Design and Software Customization . In accordance with Licensee’s design preferences, Licensor shall provide for the graphic design customization for the Software and Website of the Licensee gaming site. Licensee shall be responsible for the selection and payment of the URL for such Website in each language as set out in Schedule A. Additional web design services, including website development for Licensee in any additional languages agreed between the parties in writing from time to time, may be made available to Licensee in accordance with the fee schedule noted in Schedule C or as the fee schedule may be revised by Licensor from time to time.

Licensor shall have the right at any time to change the contents, format, design or any other elements within the Software at its sole discretion. If Licensee makes specific requests regarding additional contents to be included in the Software, the Licensor shall discuss with Licensee regarding the feasibility of the same and if Licensor agrees to the additional contents, it shall make such additions to the Software in accordance with the fee schedule set out in Schedule C (or as it may be revised from time to time).

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d.      

Kahnawake Gaming License. The Licensor will file to obtain an Interactive Gaming License and become a License Holder with the Kahnawake Gaming Commission. In the event that an Interactive Gaming License is not obtained by Licensor on or before November 1, 2005, Licensee shall, upon written request made by Licensee to Licensor, forthwith be entitled to a refund from Licensor in the amount of $50,000.

e.  

Customer Acquisition. T