MARKETING AND LICENSE AGREEMENT
This MARKETING AND LICENSE AGREEMENT (the "Agreement") is made and entered into as of the 14th
day of January, 2000, by and between ONLINE GAMING SYSTEMS, LTD., a corporation established and
existing under the laws of the State of Delaware having its principal place of business at 200 E. Palmetto Park
Road, Suite 200, Boca Raton, FL 33431 ("OGS"), and INTERCAPITAL GLOBAL FUND, LTD,. a
corporation established and existing under the laws of Antigua having a place of business at 1411 Peel Street,
Suite 500, Montreal, Quebec, Canada H3A ("1GF").
A. OGS is actively engaged in the business of developing and marketing online computer software programs that
enable the user to create a virtual gaming operation over the Internet including those programs set forth on
Schedule A attached hereto (the "Products"); and
B. IGF is actively engaged in the utilization and operation of OGS Products pursuant to existing license
agreements between the parties; and
C. Both parties desire to establish a long term business relationship through mutual assistance.
NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, the parties agree
1.1 "Excluded Products" shall mean OGS's products not listed on Schedule A attached hereto.
1.2 "Intellectual Property Rights" shall mean any and all patents and other intellectual property rights of OGS with
respect to the Products and related technology, excluding any such rights related to Excluded Products and the
source code for any of the Products.
1.3 "IGF Operations" shall mean the IGF's offices at the above address.
1.4 "Internet Gaming Venue" shall mean any gaming organization whose gaming activities are based solely on the
Internet without any land based gaming operations.
1.5 "Level I Services" refer to IGF's responsibility to receive and report calls from Purchasers regarding technical
problems with Products. "Level 2 Services" refer to IGF'