Opunosa Investment, Inc. – ‘SC 13D’ on 12/23/05 re: World Gaming PLC

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General Statement of Beneficial Ownership   —   Schedule 13D
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             85    254K 

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
 Under the Securities Exchange Act of 1934
(Amendment No. ___)*

World Gaming plc
------------------------------------------------------------------------------- 
(Name of Issuer)

Ordinary Shares, Par Value (Pound) .002 each
------------------------------------------------------------------------------- 
(Title of Class of Securities)

 *
------------------------------------------------------------------------------- 
(CUSIP Number)

 Opunosa Investment Inc.
------------------------------------------------------------------------------- 
 P.O. Box 0834-01668
Zona 9-A
Panama, Republic of Panama
 Phone: 44 20 79002352
 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

 December 13, 2005
------------------------------------------------------------------------------- 
 (Date of Event Which Requires Filing of this Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
     report the  acquisition  that is the subject of this  Schedule  13D, and is
     filing  this  schedule  because  of ss.ss.  240.13d-1(e),  240.13d-1(f)  or
240.13d-1(g), check the following box. |_|                            

     Note:  Schedules  filed in paper format shall include a signed original and
     five copies of the schedule,  including all exhibits.  See ss.ss. 240.13d-7
for other parties to whom copies are to be sent.                      

     * The  remainder  of this cover  page  shall be filled out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
would alter the disclosures provided in a prior cover page.           

     The  information  required in the remainder of this cover page shall not be
     deemed to be  "filed"  for the  purpose  of  Section  18 of the  Securities
     Exchange  Act of 1934 ("Act") or otherwise  subject to the  liabilities  of
     that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).                                         

*The ordinary shares of the Issuer do not have a CUSIP number.                  

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CUSIP No.                                                                                                          
---------------- --------------------------------------------------------------------------------------------------
      1.         Names of Reporting Persons.                                                                       
                 I.R.S. Identification Nos. of above persons (entities only)            OPUNOSA INVESTMENT INC.    
                                                                                                 IRS NO.: N/A      
---------------- --------------------------------------------------------------------------------------------------

      2. Check the Appropriate Box if a Member of a Group (See Instructions)                                       

                 (a)   ...........................................................................................x

                 (b)   .........................................................................................[ ]

---------------- --------------------------------------------------------------------------------------------------

      3.         SEC Use Only......................................................................................

---------------- --------------------------------------------------------------------------------------------------

      4.         Source of Funds (See Instructions)..............................................................OO

---------------- --------------------------------------------------------------------------------------------------

      5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)....................N/A

---------------- --------------------------------------------------------------------------------------------------

      6.         Citizenship or Place of Organization........................................................Panama
---------------- --------------------------------------------------------------------------------------------------

Number of        7. Sole Voting Power..............................................................................
Shares           --------------------------------------------------------------------------------------------------
Bene-ficially                                                                                                      
Owned by Each    8. Shared Voting Power...................................................................5,540,166
Reporting        --------------------------------------------------------------------------------------------------
Person With                                                                                                        
                 9. Sole Dispositive Power.........................................................................
                 --------------------------------------------------------------------------------------------------

                 10. Shared Dispositive Power.............................................................5,540,166
---------------- --------------------------------------------------------------------------------------------------

      11.        Aggregate Amount Beneficially Owned by Each Reporting Person.............................5,540,166
---------------- --------------------------------------------------------------------------------------------------

      12.        Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).......... [ ]
---------------- --------------------------------------------------------------------------------------------------

      13.        Percent of Class Represented by Amount in Row (11)...........................................10.9%
---------------- --------------------------------------------------------------------------------------------------

      14.        Type of Reporting Person (See Instructions)                                                       
                 ................................................................................................CO
                 ..................................................................................................
                 ..................................................................................................
                 ..................................................................................................
                 ..................................................................................................

---------------- --------------------------------------------------------------------------------------------------


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CUSIP No.                                                                                                          
---------------- --------------------------------------------------------------------------------------------------
      1.         Names of Reporting Persons.                                                                       
                 I.R.S. Identification Nos. of above persons (entities only)            VLADHILL PROPERTIES INC.   
                                                                                                    IRS NO.: N/A   

      2. Check the Appropriate Box if a Member of a Group (See Instructions)                                       

                 (a)   ...........................................................................................x

                 (b)   .........................................................................................[ ]

---------------- --------------------------------------------------------------------------------------------------

      3.         SEC Use Only......................................................................................

---------------- --------------------------------------------------------------------------------------------------

      4.         Source of Funds (See Instructions)..............................................................OO

---------------- --------------------------------------------------------------------------------------------------

      5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)....................N/A

---------------- --------------------------------------------------------------------------------------------------

      6.         Citizenship or Place of Organization........................................................Panama
---------------- --------------------------------------------------------------------------------------------------

Number of        7. Sole Voting Power..............................................................................
Shares           --------------------------------------------------------------------------------------------------
Bene-ficially                                                                                                      
Owned by Each    8. Shared Voting Power................................................................5,540,166(1)
Reporting        --------------------------------------------------------------------------------------------------
Person With                                                                                                        
                 9. Sole Dispositive Power.........................................................................
                 --------------------------------------------------------------------------------------------------

                 10. Shared Dispositive Power..........................................................5,540,166(1)
---------------- --------------------------------------------------------------------------------------------------

      11.        Aggregate Amount Beneficially Owned by Each Reporting Person..........................5,540,166(1)
---------------- --------------------------------------------------------------------------------------------------

      12.        Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).......... [ ]
---------------- --------------------------------------------------------------------------------------------------

      13.        Percent of Class Represented by Amount in Row (11)...........................................10.9%
---------------- --------------------------------------------------------------------------------------------------

      14.        Type of Reporting Person (See Instructions)                                                       
                 ................................................................................................CO
                 ..................................................................................................
                 ..................................................................................................
                 ..................................................................................................
                 ..................................................................................................

---------------- --------------------------------------------------------------------------------------------------

(1) Due to the fact that Vladihill Properties Inc. owns 100% of the shares of   
Opunosa Investment Inc., it is deemed to have beneficial ownership in the       
5,540,166 shares of ordinary shares of the Issuer held by Opunosa Investment    
Inc.                                                                            

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Item 1.  Security and Issuer.                                                   

       This statement relates to the ordinary shares, par value (pound) .002
each (the "Shares") of World Gaming plc, a public limited company organized     
under the laws of England and Wales (the "Issuer"). The address of the Issuer's 
principal executive office is Minerva House, 5 Montague Close, London, SE1 9BB, 
United Kingdom.                                                                 

Item 2.  Identity and Background.                                               

OPUNOSA INVESTMENT INC.                                       

       (a) This statement is filed by Opunosa Investment Inc., a corporation
organized under the laws of Panama ("Opunosa"). One hundred percent (100%) of   
the shares of Opunosa are held by Vladihill Properties Inc., a corporation      
organized under the laws of Panama.                                             

      (b) The address of Opunosa is P.O. Box 0834-01668, Zona 9-A, Panama,
Republic of Panama.                                                             

        (c) Opunosa is a corporation whose principal business is an investment
company.                                                                        

         (d) Within the last five (5) years, Opunosa has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).     

       (e) Within the last five (5) years, Opunosa has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction,
and as a result of such proceeding, was or is subject to a judgment, decree or  
final order enjoining future violations of, or prohibiting or mandating         
activities subject to United States federal or state securities laws or finding 
any violation with respect to such laws.                                        

    (f) Opunosa is organized under the laws of the Republic of Panama.

VLADIHILL PROPERTIES INC.                                     

         (a) This statement is filed by Vladihill Properties Inc., a corporation
organized under the laws of Panama ("Vladihill" and together with Opunosa,      
collectively the "Reporting Persons") the owner of one hundred percent (100%) of
the shares of Opunosa.                                                          

        (b) The address of Vladihill is P.O. Box 0834-01668, Zona 9-A, Panama,
Republic of Panama.                                                             

(c) Vladihill is a corporation whose principal business is an 
investment company.                                                             

         (d) Within the last five (5) years, Vladihill has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).   

         (e) Within the last five (5) years, Vladihill has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction,
and as a result of such proceeding, was or is subject to a judgment, decree or  
final order enjoining future violations of, or prohibiting or mandating         
activities subject to United States federal or state securities laws or finding 
any violation with respect to such laws.                                        

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      (f) Vladihill is organized under the laws of the Republic of Panama.

JOSE E. SILVA                                                 

(a) Mr. Jose E. Silva is a director of Opunosa and Vladihill. 

  (b) Mr. Silva's business address is P.O. Box 0832-00232, Panama,
Republic of Panama.                                                             

     (c) Mr. Silva is a office clerk for Morgan and Morgan. The business
address of Morgan and Morgan is P.O. Box 0832-00232, Panama, Republic of Panama.

         (d) Within the last five (5) years, Mr. Silva has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).   

         (e) Within the last five (5) years, Mr. Silva has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction,
and as a result of such proceeding, was or is subject to a judgment, decree or  
final order enjoining future violations of, or prohibiting or mandating         
activities subject to United States federal or state securities laws or finding 
any violation with respect to such laws.                                        

(f) Mr. Silva is a citizen of the Republic of Panama.         

DIANETH M. DE OSPINO                                          

(a) Ms. de Ospino is a director of Opunosa and Vladihill.     

      (b) Ms. de Ospino's business address is P.O. Box 0832-00232, Panama,
Republic of Panama.                                                             

      (c) Ms. de Ospino is a secretary for Morgan and Morgan. The business
address of Morgan and Morgan is P.O. Box 0832-00232, Panama, Republic of Panama.

(d) Within the last five (5) years, Ms. de Ospino has not been
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors).                                                                  

        (e) Within the last five (5) years, Ms. de Ospino has not been a party
to a civil proceeding of a judicial or administrative body of competent         
jurisdiction, and as a result of such proceeding, was or is subject to a        
judgment, decree or final order enjoining future violations of, or prohibiting  
or mandating activities subject to United States federal or state securities    
laws or finding any violation with respect to such laws.                        

(f) Ms. de Ospino is a citizen of the Republic of Panama.     

MARTA DE SAAVEDRA                                             

(a) Ms. de Saavedra is a director of Opunosa and Vladihill.   

        (b) Ms. de Saavedra's business address is P.O. Box 0832-00232, Panama,
Republic of Panama.                                                             

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        (c) Ms. de Saavedra is a secretary for Morgan and Morgan. The business
address of Morgan and Morgan is P.O. Box 0832-00232, Panama, Republic of Panama.

  (d) Within the last five (5) years, Ms. de Saavedra has not been
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors).                                                                  

    (e) Within the last five (5) years, Ms. de Saavedra has not been a
party to a civil proceeding of a judicial or administrative body of competent   
jurisdiction, and as a result of such proceeding, was or is subject to a        
judgment, decree or final order enjoining future violations of, or prohibiting  
or mandating activities subject to United States federal or state securities    
laws or finding any violation with respect to such laws.                        

(f) Ms. de Saavedra is a citizen of the Republic of Panama.   

Item 3.  Source and Amount of Funds or Other Consideration.                     

Pursuant to a Master Purchase Agreement, between Opunosa, Real
Entertainment Ltd, the Issuer and Interactive Systems Inc., dated October 21,   
2005 (the "Master Purchase Agreement"), Opunosa sold all of the issued share    
capital of DNI Holdings Ltd to the Issuer and Interactive Systems Inc.          
(collectively, the "Purchaser"). In consideration thereof, Opunosa received     
5,540,166 shares of ordinary shares of the Issuer on December 13, 2005. Pursuant
to the terms of the Master Purchase Agreement, Opunosa shall also receive       
additional shares of ordinary shares of the Issuer on or before January 7, 2006.
After a determination has been made as to the Second Half PBT (as such term is  
defined in the Master Purchase Agreement), Opunosa may be entitled to receive   
additional shares of ordinary shares of the Issuer. Pursuant to the terms of the
Master Purchase Agreement and with approval of the Purchaser's Board of         
Directors, Opunosa and Real Entertainment Ltd (collectively, the "Sellers")     
shall have the right to appoint a director to the Board of Directors of the     
Purchaser. The Sellers shall also be entitled to remove such director and       
appoint a successor director so long as the Sellers retain not less than 20% of 
the issued ordinary shares of the Issuer. Until the expiry of two (2) years from
the Effective Date (as such term is defined in the Master Purchase Agreement),  
the Sellers shall accept the voting directions imposed by the Purchaser's       
nominated broker in relation to any Issuer shareholder resolutions concerning   
the composition of the Purchaser's Board of Directors. A copy of the Master     
Purchase Agreement is attached herewith as an exhibit.                          

Item 4.  Purpose of the Transaction.                                            

        Pursuant to the terms of the Master Purchase Agreement, the purpose of
the transaction was for the Purchaser to (i) purchase from Opunosa all of the   
issued share capital of DNI Holdings Ltd and (ii) purchase from Real            
Entertainment Ltd certain assets and liabilities.                               

   Subject to ongoing evaluation, neither the Reporting Persons, Mr.
Silva, Ms. de Ospino nor Ms. de Saavedra have any current plans or proposals    
which relate to or would result in any of the following, other than as discussed
above:                                                                          

                 (a) The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the issuer, except as set forth 
in the Master Purchase Agreement, Opunosa shall acquire additional ordinary     
shares of the Issuer on or before January 7, 2006 and may be entitled to receive
additional shares of ordinary shares of the Issuer after a determination has    
been made as to the Second Half PBT (as such term is defined in the Master      
Purchase Agreement);                                                            

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                 (b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries; 

                (c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;                                              

                  (d) Any change in the present board of directors or management
of the issuer, including any plans or proposals to change the number or term of 
directors or to fill any existing vacancies on the board, except as set forth in
the Master Purchase Agreement and with approval of the Board of Directors of the
Purchaser, the Sellers shall have the right to appoint a director to the Board  
of Directors of the Purchasers as well as remove and appoint a successor        
director so long as the Sellers retain not less than 20% of the issued ordinary 
shares of the Issuer;                                                           

            (e) Any material change in the present capitalization or
dividend policy of the Issuer;                                                  

             (f) Any other material change in the Issuer's business or
corporate structure including but not limited to, if the issuer is a registered 
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by section 13 of the Investment  
Company Act of 1940;                                                            

              (g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of      
control of the Issuer by any person;                                            

                  (h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities            
association;                                                                    

           (i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the    
Securities Exchange Act of 1934, as amended; or                                 

            (j) Any action similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer.                                  

               (a) The following table sets forth the aggregate number and
percentage of Shares beneficially owned by the Reporting Persons herein:        

  Shares
Reporting Person                 Beneficially Owned           Percentage        
----------------                 ------------------           ----------        
Opunosa Investment Inc.               5,540,166                  10.9%          
Vladihill Properties Inc.             5,540,166                  10.9%          

          (b) For each Reporting Person under paragraph (a), the
following table sets forth the number of Shares as to which there is sole power 
to vote or direct the vote, shared power to vote or direct the vote, sole power 
to dispose or to direct the disposition, or shared power to dispose or to direct
disposition:                                                                    

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                               Sole              Sole             Shared Power of   
Reporting Person          Power to Vote  Power of Disposition  Voting or Disposition
----------------          -------------  --------------------  ---------------------
Opunosa Investment Inc.         0                 0                  5,540,166      
Vladihill Properties Inc.       0                 0                  5,540,166      


(c) None.                                   

(d) Not applicable.                         

(e) Not applicable.                         

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect  
to Securities of the Issuer.                                  

         Except as described above in Item 3, neither the Reporting Persons, Mr.
Silva, Ms. de Ospino nor Ms. de Saavedra have any contracts, arrangements,      
understandings or relationships (legal or otherwise) with any person with       
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any securities, finder's fees, joint ventures, loan or option      
arrangements, put or calls, guarantees of profits, division of profits or loss  
or the giving or withholding of proxies.                                        

Item 7.  Materials to be Filed as Exhibits.                                     

Exhibit A         Master Purchase Agreement                   
Exhibit B         Joint Filing Agreement                      

SIGNATURE                                                                       
---------                                                                       

        After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated: December 22, 2005                   OPUNOSA INVESTMENT INC.              

                       /s/ Jose E. Silva
                                --------------------------
                          Name:  Jose E. Silva
                      Title: President

                           /s/ Dianeth de Ospino
                                --------------------------
                              Name:  Dianeth de Ospino
                      Title: Secretary

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                                   VLADIHILL PROPERTIES INC.

                           /s/ Jose E. Silva
                                    --------------------------
                              Name:  Jose E. Silva
                          Title: President

                               /s/ Dianeth de Ospino
                                    --------------------------
                                  Name:  Dianeth de Ospino
                          Title: Secretary

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                                                                   EXHIBIT A

 MASTER PURCHASE AGREEMENT

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                                                                  EXECUTION COPY

 DATED OCTOBER 21 2005

(1) World Gaming Plc

(2) Interactive Systems Inc.

(3) Real Entertainment Ltd

(4) Opunosa Investment Inc

------------------------------------------------------------------------------- 

 MASTER PURCHASE
 AGREEMENT

------------------------------------------------------------------------------- 

REED SMITH LLP
 Minerva House
5 Montague Close
London SE1 9BB
 Tel: +44 (0) 20 7403 2900
 Fax: +44 (0) 20 7403 4221

 REF: JVR/LDM/728299.00001

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R E C I T A L S.....................................................................................4

1.    DEFINITIONS...................................................................................4

2.    CONDITIONS PRECEDENT; SALE AND PURCHASE OF THE BUSINESS......................................12

3.    CONSIDERATION; INTEREST......................................................................14

4.    SECOND HALF PBT; NET ASSET ADJUSTMENT; INTEREST..............................................18

5.    WARRANTIES...................................................................................22

6.    FURTHER AGREEMENTS...........................................................................24

7.    CLOSING......................................................................................27

8.    MISCELLANEOUS................................................................................28

9.    ANNOUNCEMENTS................................................................................31

SCHEDULE 1A........................................................................................33

SCHEDULE OF ASSETS.................................................................................33

SCHEDULE 2.........................................................................................44

CLOSING DELIVERIES.................................................................................44

SCHEDULE 3A........................................................................................46

WARRANTIES.........................................................................................46

SCHEDULE 3B........................................................................................55

SELLER TAX WARRANTIES..............................................................................55

SCHEDULE 3C........................................................................................56

PURCHASER'S WARRANTIES.............................................................................56

SCHEDULE 4.........................................................................................58

SELLERS' PROTECTION................................................................................58

SCHEDULE 5.........................................................................................63

RESTRICTIONS FOLLOWING ADMISSION...................................................................63

SCHEDULE 6.........................................................................................65

ESCROW ACCOUNT ARRANGEMENTS........................................................................65


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CASH COMPONENT.....................................................................................65

SCHEDULE 7.........................................................................................67

DISTRIBUTION OF CONSIDERATION......................................................................67

SCHEDULE 8.........................................................................................68

FORM OF SHARE ESCROW AGREEMENT.....................................................................68

EXHIBIT "A"........................................................................................72

CLOSING BALANCE SHEET PRO FORMA....................................................................72

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     THIS MASTER PURCHASE  AGREEMENT  (this  "Agreement") is made as of the 21st
day of October,  2005 by and among World  Gaming  plc, a  corporation  organised
under the laws of England and Wales ("World Gaming"),  Interactive Systems Inc.,
a  corporation  organised  under  the laws of  Antigua &  Barbuda  ("ISI",  and,
together with World  Gaming,  the  "Purchaser")  and Real  Entertainment  Ltd, a
corporation  organised  under the laws of Antigua & Barbuda,  ("RE") and Opunosa
Investment  Inc.  a  corporation  organised  under the laws of Panama  (the "DNI
Sellers", and together with RE the "Sellers").                                  

 R E C I T A L S

     WHEREAS,  RE owns certain Internet gaming- and/or  wagering-related  assets
located or operating in Antigua as specified herein;                            

     WHEREAS,  RE desires to sell and assign to the  Purchaser and the Purchaser
desires to purchase and assume from the Sellers,  certain assets owned by RE and
certain  liabilities of RE, all as more fully described herein on the terms more
fully described herein;                                                         

     WHEREAS,  DNI (as  defined  below) is a private  company  limited by shares
having an authorised  capital of $5,000  divided into 5,000  ordinary  shares of
$1.00  each,  1,000 of which have been  issued  fully paid or  credited as fully
paid;                                                                           

WHEREAS, the DNI Sellers own all the issued share capital of DNI; and 

     WHEREAS,  the DNI Sellers wish to sell and the Purchaser wishes to purchase
all the issued share  capital of DNI on the terms and subject to the  conditions
set out in this Agreement.                                                      

     NOW,  THEREFORE,  in consideration of the mutual covenants,  conditions and
agreements set forth herein and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as
follows:                                                                        

1.       DEFINITIONS.                                                           

1.1      Definitions.                                                           

          In  this  Agreement,   unless  the  context  requires  otherwise,  the
following words will have the following meanings:           

          "2005 PBT" shall mean the  aggregate  Profit Before Tax of RE and DNI,
         for the calendar year ending December 31, 2005 calculated as follows:

(a) The First Half PBT, plus                                

(b) The Second Half PBT.                                    

          "Accounts"  means the audited accounts for the 6-month period ended on
          the  Accounts  Date of RE and  DNI,  to be  prepared  by the  Sellers'
Accountants.                                                

"Accounts Date" means 30 June 2005.                         

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          "Acquisition"  means the  acquisition  of the Assets and the Shares by
          the Purchaser pursuant to this Agreement and all related transactions.

         "Act" means the Companies Act 1985 (UK) as amended from time to time.

          "Additional  Consideration"  means the  Second  Payment  and the Third
Payment.                                                    

          "Admission" shall mean the admission of the  Consideration  Securities
          to trading on AIM becoming effective in accordance with the AIM Rules.

          "Agreed Terms" means, in relation to a document,  such document in the
          terms agreed between the parties and signed for  identification by the
          Purchaser's   Solicitors  and  the  Sellers'   Solicitors   with  such
          alterations as may be agreed in writing  between the parties from time
to time for any reason.                                     

          "Agreement" shall mean this Master Purchase  Agreement,  together with
          any Schedules and the Exhibits  attached hereto,  as the same shall be
  amended from time to time in accordance with the terms hereof.

          "AIM" shall mean the AIM market operated by the London Stock Exchange.

          "AIM  Rules"  means the rules of AIM as  issued  by the  London  Stock
Exchange as such rules may be amended from time to time.    

          "Articles of Association"  shall mean the articles of association of a
company, as the context requires.                           

          "Assets" means the assets and agreements set out in Schedule 1A Part I
and no other assets or agreements.                          

          "Assumed  Liabilities"  means the- liabilities of RE to be transferred
to the Purchaser as set out in Schedule 1A.                 

          "Business  Day"  means a day on  which  banks  and AIM  are  open  for
          business in London (excluding Saturdays, Sundays and public holidays).

"Cash" means readily available funds denominated in Dollars.

"Charge Back" means the reversal of a Customer deposit.     

          "Closing"  and  "Closing  Date" shall have the  meanings  set forth in
Section 7.1.                                                

          "Closing  Balance  Sheet" means the balance sheets of RE and DNI as at
          the Effective Date containing:  (a) the Assets set out in Schedule 1A;
and (b) the Assumed Liabilities.                            

          "Closing  Receivables"  means any accrued revenues and receivables due
          to RE and DNI  plus any  prepayments  having  been  made by RE and DNI
          together  with all  security  deposits  held by third  parties for all
periods up to and including the Effective Date.             

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          "Conditions" means the conditions  precedent  specified in Section 2.1
of this Agreement and "Condition" means any one of them.    

          "Confidential  Information"  shall mean the terms and  details of this
          Agreement  and  all  related  agreements,  and  all  written  or  oral
          information,  or information  recorded in any other medium  including,
          but not limited to,  Customer Data,  financial  information,  business
          plans and processes, trade secrets, proprietary technical information,
          know-how, inventions,  techniques, software; documentation,  personnel
          records,  employee  lists,  stockholders,  sales data and  contractual
          arrangements between RE or DNI and a third party and used by RE and/or
          DNI in  connection  with  its  online  casino,  online  poker,  online
sportbetting or online horseracing offerings.               

          "Confidentiality  Agreements"  shall mean the  Mutual  Confidentiality
          Agreement between RE and the Purchaser,  dated August 2, 2004, and the
          Nondisclosure  Agreement  between RE and the Purchaser,  dated October
25, 2005.                                                   

          "Connected  Person"  has the meaning  given  under  Section 839 of the
Income and Corporations Tax Act 1988.                       

          "Consideration"  means the  consideration  as calculated in accordance
with Section 3                                              

          "Consideration  Securities" shall mean the WG Shares credited as fully
          paid as are allotted to the Sellers herein in accordance  with Section
          3, such WG Shares to be admitted to trading on AIM as soon as possible
          following   Closing   and  to  rank  for  all   dividends   and  other
          distributions  declared  made  or  paid  on  ordinary  shares  of  the
          Purchaser as from the Closing Date and otherwise  pari passu with such
          ordinary  shares in issue at the Closing Date,  and to be allotted and
          issued free from any Encumbrance,  and such WG Shares to be subject to
          the  restrictions  set  forth in  Schedule  5 which  shall be the only
restriction on voting rights of those WG Shares.            

          "Content"  shall mean all  material,  information,  manuals,  teaching
          materials,  creative  works,  documents,  matter,  text,  source code,
          object  code,  executable  code,  or  other  program  or  code  format
          whatsoever,   whether  not  known  or  hereinafter  developed,   data,
          graphics,   computer-generated   displays  and   interfaces,   images,
          photographs  and  works  of  whatsoever  nature,  including,   without
          limitation,  all  compilations of the foregoing and all results and/or
derivations of the expression of the foregoing.             

          "Controlling  Interest"  means an  interest  (within  the  meaning  of
          Section 24 of and  Schedule  13 Part I to the  Companies  Act 1985) in
          shares in the capital of World Gaming  conferring  in the aggregate 50
          per  cent or more of the  total  voting  rights  conferred  by all the
shares in World Gaming.                                     

          "Customer"  means:  (a) any person who has an account with RE, and has
          registered  such an account with RE by completing  the "join now" form
          on the  relevant  website and  clicking  the "submit  button"  thereby
          accepting RE's Terms of Use and recording their sign up information on

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6                                                                               
          the  databases  maintained  by World  Gaming in Antigua;  or (b) those
          persons  whose email  addresses are held by Sparklist on behalf of RE.
          Customer with respect to RE shall not include a requirement  that such
person or entity in any way use products or services.       

          "Customer Data" shall mean any data or information collected by, or in
          the possession of, RE or DNI or a Connected  Person of RE,  reasonably
          able to be identified as belonging to a specific Customer,  including,
          without  limitation,  Customer lists,  Customer  addresses  (postal or
          e-mail),  telephone  numbers,  products and services ordered,  billing
          information, credit history or creditworthiness, employment, income or
          other financial  information,  records of  transactions  and any other
          information about or obtained from individual  Customers  collected by
either party as the context may require.                    

          "DNI" means DNI Holdings Ltd., a limited  liability  company organized
in Antigua.                                                 

        "Dollars" or "$" means the currency of the United States of America.

"Domain Names" shall mean the URLs listed in Schedule 1A.   

          "Draft Statement" means the management accounts prepared in the normal
          course  and in the  normal  format  together  with a  profit  and loss
          account  prepared  in  accordance  with  Section 4.3 and setting out a
          calculation  of  Profit  Before  Tax for the  period 1 July 2005 to 31
December 2005 inclusive.                                    

          "Effective  Date" means 11.59pm (US Pacific  standard time)  September
30, 2005.                                                   

          "Encumbrance"  means any  claim,  charge,  mortgage,  security,  lien,
          option,  equity,  power of sale,  hypothecation  or other  third party
          rights of a like nature, right of pre-emption,  right of first refusal
          or  security  of any kind,  and shall not mean,  with  respect  to any
          Consideration Securities subject to any warranties, holdbacks or other
          contingencies,  such warranties, holdback or contingencies,  and shall
          not  mean  any  voting,   trading  or  other   restrictions   on  such
Consideration Securities.                                   

          "Escrow Account" shall mean: (a) the account set up in the joint names
          of the  Purchasers'  Solicitors  and the Sellers'  Solicitors  for the
          purposes of the Cash  component of the Additional  Consideration;  and
          (b) the account set up by the  Purchasers'  broker for the purposes of
          the   Securities    Consideration   component,   of   the   Additional
          Consideration as further  described in Section 3 and Schedules 6 and 8
respectively of this Agreement.                             

          "Exceptional Costs" shall mean material items which derive from events
          or  transactions  that fall  within  the  ordinary  activities  of the
          reporting entity and which  individually,  or if of a similar type, in
          aggregate,  need to be  disclosed by virtue of their size or incidence
          if the accounts  are to give a true and fair view.  In addition to the
          circumstances  outlined in  Paragraph 87 of  International  Accounting
Standard 1, specific examples of Exceptional Costs include: 

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          o    bad debt write offs and provisions relating to bad debt excluding
               Charge-Backs (so that they will not be charged in any way against
               Profit  Before  Tax in  calculating  the First Half PBT or Second
Half PBT);                                        

 o    impairment provisions charged in relation to the Assets;

          o    expenses  incurred in relation to the Acquisition  (including the
   third party costs for the audit of the Accounts); and

          o    costs and  charges  relating  to any  reorganisation  outside the
               ordinary  course of business;  o costs of  professional  advisers
outside the ordinary course of business           

          o    amortisation  and  depreciation  (in excess of scheduled  amounts
arising from the Net Assets acquired);            

          o    cost of  renewal  of the  Antigua  gaming  licence in excess of a
  pro-rated apportionment for the relevant period; and

          o    the  circumstances  outlined  in  Paragraph  87 of  International
Accounting Standard 1.                            

   "First Half PBT" means the PBT to be disclosed in the Accounts.

          "Excluded  Liabilities"  means any  liabilities  of RE other  than the
Assumed Liabilities.                                        

          "Get up" means the current visual representation or `look and feel' of
          Content  located on the websites  which are displayed  under the URL's
 listed in paragraph 4 of Schedule 1A as at the Effective Date

"Group" means RE and DNI and "Group Company" means RE or DNI

          "Intellectual  Property" and "Intellectual Property Rights" shall mean
          trade marks, service marks, trade names, logos,  copyrights,  database
          rights  and  Get up  which  may  subsist  in  any  part  of the  world
          including, where such rights are obtained or enhanced by registration,
          and  registration of such rights and  applications and rights to apply
for such registrations.                                     

 "London Stock Exchange" shall mean London Stock Exchange plc.

          "Memorandum"  shall mean the memorandum of association  (or equivalent
      by-laws as the case may be) of a company, as the context requires.

          "Net Asset  Payment" shall mean the net amount owing by the Purchasers
or the Sellers represented by the Net Asset Position.       

          "Net  Asset  Position"  shall  mean  the  net  assets  or  liabilities
          indicated  by the  Closing  Balance  Sheet as  referred  to in, and in
accordance with the provisions of, Section 4.4.             

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          "Nominated  Advisors"  shall  mean  Daniel  Stewart & Company  or such
          person as is appointed from time to time by the  Purchaser's  Board to
be the nominated advisers to the Purchaser.                 

          "Placees"  means the persons (other than the Sellers)  procured by the
          Nominated  Advisors to purchase  the  Placing  Shares  pursuant to the
terms of the Placing Agreement.                             

          "Placing  Agreement" means the agreement between the Purchaser and the
          Nominated  Advisors  relating to the placing of all the Placing Shares
entered into prior to Closing.                              

          "Placing Price" shall mean the price of the Placing Shares when issued
to the Placees.                                             

          "Placing  Shares" shall mean the WG Shares to be issued to the Placees
pursuant to the Placing Agreement.                          

   "Pounds" or "(pound)" means the currency of the United Kingdom.

          "Profit  Before Tax" or "PBT" shall mean the  aggregate  profit before
          tax of RE and DNI,  (which  following  Closing  will be derived by the
          Purchaser utilising the Assets and from DNI) as reported in accordance
          with paragraph 81 of International Accounting Standard 1 prepared in a
          manner  consistent with the profit before tax reported in the Accounts
          but to which  Exceptional  Costs shall be added back (both in relation
to the First Half PBT and Second Half PBT).                 

          "Purchaser Group" means the Purchaser and its subsidiaries and related
companies from time to time.                                

 "Purchaser's Board" means the Purchaser's Board of Directors.

          "Purchaser's  Disclosure  Letter"  means the  letter of even date with
          this  Agreement,  which  shall form part of this  Agreement,  from the
          Purchaser   to  the  Sellers   disclosing   information   constituting
exceptions to the Purchaser Warranties.                     

          "Purchaser's  Solicitors"  means  Reed  Smith LLP,  Minerva  House,  5
Montague Close, London SE1 9BB, United Kingdom.             

          "Purchaser's Warranties" means the warranties of the Purchaser set out
          in Section 5.3 and in Schedule 3C and "Purchaser's Warranty" means any
one of them.                                                

          "Reporting  Accountants"  means Kingston Smith Chartered  Accountants,
          Devonshire  House, 60 Goswell Road,  London,  EC1M 7AD or as appointed
          from time to time by the Purchaser to be Purchaser's  accountants  for
the purpose of this Agreement.                              

          "Second  Half  Accounts"  means the Draft  Statement  as  amended  and
confirmed under section 4.3(d), (e) or (f).                 

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          "Second Half PBT" comprises the PBT for the third and fourth  quarters
of 2005, ended September 30 and December 31, respectively.  

          "Sellers'  Accountants" means BDO Stoy Hayward, 8 Baker Street, London
          W1, United  Kingdom,  or such  chartered  accountants as are appointed
          from time to time by the Sellers to be the  Sellers'  Accountants  for
the purpose of this Agreement.                              

          "Sellers'  Disclosure  Letter" means the letter of even date with this
          Agreement,  which shall form part of this Agreement,  from the Sellers
to the Purchaser disclosing:                                

               (i)  information   constituting   exceptions   to  the   Sellers'
Warranties; and                         

          (ii) details of other matters referred to in this Agreement.

          "Sellers'  Solicitors"  means  Joelson  Wilson & Co., 70 New Cavendish
Street, London W1G 8AT, United Kingdom.                     

          "Sellers'  Warranties"  means the warranties of the Sellers set out in
      Schedules 3A and 3B and "Sellers' Warranty" means any one of them.

"Shares" means all of the shares of DNI.                    

          "Stock Transfer Forms" means the stock transfer forms transferring the
Shares from the DNI Sellers to the Purchaser.               

          "Taxation"  or  "Tax"  means  all  forms  of  taxation  levied  by the
          jurisdiction in which DNI is incorporated,  whether direct or indirect
          and whether levied by reference to income, profits, gains, net wealth,
          asset values,  turnover, added value or other reference and statutory,
          governmental,  state,  provincial,  duties,  contributions,  rates and
          levies (including without limitation social security contributions and
          any other  payroll  taxes),  whenever  and wherever  imposed  (whether
          imposed by way of a withholding  or deduction for or on account of tax
          or otherwise) and in respect of DNI and all penalties,  charges, costs
and interest relating thereto.                              

          "Tax  Authority"  means  any  federal,  governmental,   regulatory  or
          statutory  body  and  any  local,   district  or  municipal  authority
competent to impose and/or collect Tax.                     

          "URL"  means in the  context  of a global  computer  network a uniform
resource locator or universal resource locator.             

          "WG  Shares"  shall mean the  ordinary  shares of British  Pound 0.002
       each, credited as fully paid, in the share capital of World Gaming.

1.2 Other Defined Terms.                                              

     The following terms shall have the meanings ascribed to them in the section
set forth below:                                                      

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            Term                                             Section
            ----                                             -------
        "Closing Balance Sheet"                          4.4
           "Closing Interest"                               3.7(c)
                 "DNI Sellers"                                    Introduction
           "Debt Condition"                                 2.1(b)
           "First Payment"                                  3.3(a)
        "Maximum Consideration"                          3.1
        "Net Asset Adjustment"                           3.1
        "Ownership Limit"                                3.9
           "Placing Condition"                              2.1(a)
        "Second Payment"                                 3.4
        "Sellers' Director"                              6.5
        "Third Payment"                                  3.5

1.3 Subordinate Legislation.                                          

     References to a statutory  provision  include any  subordinate  legislation
     made from time to time under that  provision  which is in force at the date
of this Agreement.                                                    

1.4 Modifications etc. of Statutes.                                   

     References  to a statute or provision  include that statute or provision as
     from time to time modified,  re-enacted or  consolidated  whether before or
     after the date of this Agreement so far as such modification,  re-enactment
     or  consolidation  applies or is capable of  applying  to any  transactions
     entered into in accordance with this Agreement prior to Closing and (so far
     as liability thereunder may exist or can arise) shall include also any past
     statute or statutory  provision (as from time to time modified,  re-enacted
     or consolidated) which such statute or provision has directly or indirectly
     replaced,  save to the  extent  that  such  modification,  re-enactment  or
     consolidation  shall increase or extend the liability of the Sellers or the
Purchaser hereunder.                                                  

1.5 Application of the Act.                                           

     The words "holding  company" and "subsidiary"  shall have the same meanings
in this Agreement as their respective definitions in the Act.         

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1.6 Interpretation Act 1978.                                          

     The  Interpretation  Act 1978 shall apply to this Agreement in the same way
it applies to an enactment.                                           

2.   CONDITIONS PRECEDENT; SALE AND PURCHASE OF THE BUSINESS.                   

2.1 Conditions to Closing.                                            

     The  obligations of the parties under this  Agreement  shall be conditional
   upon satisfaction of the following conditions (the "Closing Conditions"):

          (a)  the Placing Agreement becoming unconditional in all respects save
               in respect of any condition therein as to this Agreement becoming
unconditional (the "Placing Condition");          

          (b)  the  Purchaser  raising  required  funds  through the  successful
placement of debt (the "Debt Condition"); and     

          (c)  approval of the Acquisition by the Purchaser's  shareholders (the
"Acquisition Condition").-                        

          The Purchaser shall use all commercially  reasonable efforts to ensure
          that the Closing  Conditions are satisfied as soon as practicable  and
in any event not later than December 14, 2005.              

          The  Purchaser  undertakes  to and agrees  with the  Sellers  that the
          directors of World Gaming will post a circular to shareholders  within
          a reasonable  time after public  announcement of the execution of this
          Agreement  stating that the directors  have  considered all aspects of
          the Acquisition and are of the opinion,  having been so advised by the
          Nominated  Advisers,  that the terms of the  Acquisition  are fair and
          reasonable and that it is in the best interests of the shareholders of
          World   Gaming  to  undertake   the   Acquisition,   and   unanimously
         recommending that its shareholders vote in favour of the Acquisition.

          The  Purchaser  will  procure  that  Admission  of  the  Consideration
  Securities takes effect as soon as possible following Closing.

          If the  Placing  Condition,  the Debt  Condition  and the  Acquisition
          Condition  are not all fulfilled (or waived by the Sellers in writing)
          on or before  December 14, 2005 (or such later date as the Sellers may
          agree),  the Sellers shall have the right to terminate  this Agreement
          ab initio and all  rights and  liabilities  of the  parties  hereunder
          shall then cease and no party  shall have any claim  against any other
          party save in respect of any  antecedent  breach of this Agreement and
          save that the Purchaser will, as it hereby  acknowledges and confirms,
          be  liable   immediately   to  pay  on  demand  up  to  a  maximum  of
          (pound)500,000  all the Seller's direct  professional fees incurred in
          connection with this Agreement  including (for the avoidance of doubt)
          all work  preparatory  hereto in connection with the subject matter of
          this  Agreement.  In the  event of any  such  termination  under  this
          section,  all revenues earned by RE pending Closing of the Acquisition
shall revert to RE absolutely.                              

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2.2 Agreements to Sell and Purchase                         

          (a)  In  reliance  on  the  Purchaser's  Warranties  and  undertakings
               contained in this Agreement RE agrees to sell to the Purchaser or
               a member of the Purchaser's Group designated by the Purchaser and
               the  Purchaser  or its  designated  member,  in  reliance  on the
               Sellers' Warranties and undertakings contained in this Agreement,
               agrees to purchase  and acquire  from RE at Closing,  the Assets,
               free from all Encumbrances and Excluded  Liabilities and together
               with  all  rights  and  advantages  attaching  thereto.  For  the
               avoidance of doubt,  following  the Closing,  ISI or a designated
             member of the Purchaser Group shall be the owner of the Assets.

          (b)  In  reliance  on  the  Purchaser's  Warranties  and  undertakings
               contained in this  Agreement,  the DNI Sellers  agree to sell the
               Shares on Closing  with full  title  guarantee  and World  Gaming
               agrees to purchase the Shares free from any  Encumbrance and with
               all rights  attached  or accruing to them at or after the date of
this Agreement.                                   

          (c)  Neither  the  Purchaser  nor the  Sellers  shall  be  obliged  to
               complete  the sale and  purchase  of any of the  Shares or Assets
               unless  the sale and  purchase  of all the  Shares  and Assets is
         completed simultaneously in accordance with this Agreement.

2.3 Continuation of business.                               

          (a)  Between the Effective Date and the Closing Date the Sellers shall
               continue to operate RE and DNI to the extent possible in the same
               manner  as prior to the  Effective  Date  and in good  faith.  To
               enable the  Sellers to do so, the  Purchaser  shall  advance  (or
               shall have  advanced)  to the Sellers on the  Effective  Date (in
               respect of the month of October 2005  revenues) and on 20 October
               2005 (in respect of the month of November  2005  revenues) and on
               20  November  2005 (in  respect  of the  month of  December  2005
               revenues)  $300,000  (on  each of  such  dates)  for the  working
               capital  required for the purpose of such business  together with
               such other working  capital as is reasonably  required and agreed
               by the Parties,  with the Parties using their best  endeavours to
               cooperate to reach such agreement  ("Working  Capital  Advance").
               All cash received in respect of the Assets at the Effective  Date
               as agreed in the  Closing  Balance  Sheet  and cash  received  in
               respect of the revenues earned after the Effective Date by RE and
               DNI from the business shall subject to Closing  taking place,  be
               held by the Sellers for the benefit of the Purchaser  Group.  The
               Sellers may deduct from this cash the Working Capital Advance for
               the months of October  2005,  November 2005 and December 2005 and
               all  liabilities  and  expenses  that have  been  paid  after the
               Effective  Date either in respect of the Assumed  Liabilities  or
               any  liabilities  incurred  between  the  Effective  Date and the
               Closing Date which would be classified as Assumed Liabilities had
they been incurred before the Effective Date.     

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          (b)  The Purchaser  hereby  undertakes to the Sellers that it will not
               withhold  any  amounts  that it is due to pay to  Sellers  in the
               ordinary course of business in relation to the period between the
Effective Date and the Closing Date.              

2.4  Transfer of Assets; Passage of Title.                  

          Upon  Closing,  title to all of the Assets shall pass to the Purchaser
          or a designated  member of the Purchaser  Group.  With effect from the
          Effective  Date,  responsibility  for the  Assumed  Liabilities  shall
          transfer to the Purchaser,  which shall  indemnify the Sellers in full
in relation thereto.                                        

2.5 Closing Date.                                           

          The Closing  shall take place on the first  business  day after all of
          the Closing  Conditions  shall have been met or such other date as may
be mutually agreed upon by the parties.                     

3.       CONSIDERATION; INTEREST.                                               

3.1 Consideration.                                          

          The Consideration shall be paid seventy-five percent (75%) in Cash and
          twenty-five   percent   (25%)  in  WG   Shares   (the   "Consideration
          Securities"),  regardless of whether the Consideration is less than or
          equal to the Maximum  Consideration,  as defined  below,  and shall be
calculated as follows (the "Consideration"):                

               (a)  If the 2005 PBT is not less  than  $15,000,000.00,  then the
                    Consideration   shall  be   $96,000,000.00   (the   "Maximum
                    Consideration"),plus  any Closing  Interest as  specified in
Section 3.7 (c);                        

               (b)  If the  2005  PBT is  less  than  $15,000,000.00,  then  the
Consideration shall be the greater of:  

(i)  six times the 2005 PBT; and        
(ii)                                    
A.  $54,000,000;  plus        
                   B.  six times the PBT for the  period 1 Oct to 31
                            December 2005 (which shall in no circumstances for
                           the purposes of this Agreement and calculation of
                           the Consideration be less than $18,000,000); plus
                       C.  six times the  excess of the First  Half PBT plus
                            the PBT for the period 1 July to 30 September 2005
                        above the sum of $9,000,000  (the  `Overage'),

plus any Closing Interest as aforesaid. 

               For the avoidance of doubt, the Consideration shall equal the sum
               of the First Payment,  the Second Payment,  the Third Payment and
any Closing Interest.                             

3.2  Manner of Payment.                                     

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               (a)  The First  Payment  shall be paid in the  amounts and manner
                    set forth in Section 3.3. The Second  Payment  shall be paid
                    in the  amounts  and manner set forth in  Section  3.4.  The
                    Third  Payment  shall be paid in the  amounts and manner set
forth in Section 3.5.                   

               (b)  The Purchaser  shall procure that the allotment and issue of
                    the  Consideration  Securities  pursuant  to this  Section 3
                    shall in all  respects  comply with all  relevant  statutory
                    provisions,  the  Memorandum  and Articles of Association of
                    the  Purchaser  and the AIM  Rules  and as soon as  possible
                    following  Closing  the  Consideration  Securities  shall be
                    admitted to trading on AIM.  Such  Consideration  Securities
                    shall be subject to the  restrictions  set forth in Schedule
5.                                      

               (c)  The Purchaser  undertakes that the Additional  Consideration
                    shall be not less  than  $18,000,000.00  plus six  times the
                    Overage in Cash and  Consideration  Securities (the "Minimum
Payment").                              

               (d)  Escrow  Payment:  A preliminary  estimate of the sums due to
                    the Sellers in respect of the Additional Consideration shall
                    be paid by the  Purchaser  into the  Escrow  Account  on the
                    seventh  day of each of  November  2005,  December  2005 and
                    January  2006 in  respect  of the  months of  October  2005,
                    November  2005  and  December  2005   respectively   for  an
                    aggregate  preliminary  payment of  $28,800,000  in Cash and
                    Consideration  Securities.  The Parties acknowledge that the
                    preliminary estimate for each of those three months shall be
                    $3,600,000   in  Cash  and   $6,000,000   in   Consideration
                    Securities  (which  cannot  be  changed  without  the  prior
written agreement of all parties).      

3.3  First Payment.                                                   

          (a)  The  first  payment  shall  equal   $54,000,000.00   (the  "First
Payment") and shall be paid in Cash upon Closing. 

3.4  Second Payment.                                                  

          (a)  The  second  payment  (the  "Second  Payment")  shall  equal  the
               Consideration less the amount of the First Payment less an amount
equal to ten percent (10%) of the Consideration.  

          (b)  The  portion  of the  Second  Payment  payable  in Cash  shall be
               determined  by  multiplying  the sum of the First Payment and the
               Second Payment by seventy-five  percent (75%) and subtracting the
               amount of the First  Payment.  The portion of the Second  Payment
               payable  in  Consideration  Securities  shall  be  determined  by
               multiplying  the sum of the First Payment and the Second  Payment
by twenty-five percent (25%).                     

          (c)  The balance of the Second  Payment  (after payment of the monthly
               sums in Cash and  Consideration  Securities  specified in Section
               3.2(d)) shall be paid into the Escrow Account in accordance  with
               Section 4.3, and shall be released from the Escrow Account to the

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             Sellers in  accordance  with Section 4.3 together  with  interest
thereon in accordance with Section 4.3.             

3.5  Third Payment.                                                   

          (a)  The Cash  portion  of the  Third  Payment  shall be paid into the
               Escrow  Account by the  Purchaser  within Two Business Days after
               determination  of the Second Half PBT in accordance  with Section
               4.3, and interest  thereon  shall accrue to the Sellers,  save as
specifically set out in Schedule 4.               

          (b)  The Consideration  Securities  portion of the Third Payment shall
               be paid into the  Escrow  Account  by the  Purchaser  within  Two
               Business  Days  after  determination  of the  Second  Half PBT in
accordance with Section 4.3.                      

          (c)  The  third   payment   shall  equal  ten  percent  (10%)  of  the
Consideration (the "Third Payment").              

          (d)  The Third  Payment  less any  Claims as that term is  defined  in
               Schedule 4 shall be released  from the Escrow  Account on October
7, 2006,                                          

     3.6  Example of Payment of  Consideration.  For the avoidance of doubt, the
          following is a sample  calculation  of the  Consideration  and payment
     schedule for the First Payment, Second Payment and Third Payment.

                                                        [Enlarge/Download Table]

                                                                                               

Description                                                     Due                   $m       

---------------------------------------------------- --------------------------- --------------
                                                                                  Example      

First Payment                                                                                  
Cash Only                                                    on Closing                   54.0 

Second Payment =  Consideration less                                                           
     First Payment less holdback for                                                           
     Third Payment                                                                             

Cash                                                      January 7, 2006                 10.8 
Shares                                                    January 7, 2006                 21.6 


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                                                                [Download Table]

                                                                              
Third Payment = 10% Holdback of Consideration                                 
Cash                                           October 7, 2006          7.2   
Shares                                         October 7, 2006          2.4   
                                                                --------------
                                                                --------------
                                                                       96.0   
                                                                ==============

3.7  Interest Payments.                                               

          (a)  Where a Cash sum other than the First  Payment is  required to be
               paid by the Purchaser  under this Section 3 on a specified  date,
               but is not  received  by the  Sellers  in  whole or in part on or
               before such date, the Purchaser  shall pay to the Sellers in full
               an amount  equal to  interest on that sum which is unpaid for the
               period  beginning  with the date in question  and ending with the
               date the unpaid sum is paid without any withholding  deduction or
set- off in respect of any taxation liability.    

          (b)  The rate of interest  due under  paragraph  (a) above shall be 4%
               per  annum  above  the base  lending  rate for the time  being of
               Barclays Bank plc.  Interest  shall accrue on a daily rate and be
compounded monthly.                               

          (c)  For the period  beginning on the Effective Date and ending on the
               day before  the  Closing  Date,  the  Purchaser  shall pay to the
               Seller,  interest (the  "Closing  Interest") on the amount of the
               First Payment, to be calculated prior to closing and paid in full
               along with the First Payment upon Closing without any withholding
        deduction or set-off in respect of any taxation liability.

          (d)  The rate of interest for the Closing  Interest  shall be: (a) for
               the month of  October  2005,  the  greater of 10% per annum or 2%
               above the then current  borrowing costs of World Gaming;  (b) for
               the month of  November  2005,  the greater of 11% per annum or 3%
               above the then current  borrowing costs of World Gaming;  and (c)
               for the month of December  2005,  the greater of 15% per annum or
       7% above the then current borrowing costs of World Gaming

     3.8  Distribution of Consideration.  The Consideration shall be distributed
amongst the Sellers in accordance with Schedule 7.          

     3.9  Price of Consideration  Securities. WG Shares issued to the Sellers as
          Consideration  Securities will be issued to the Sellers at the Placing
          Price and converted at the latest  mid-price  (pound)/$  exchange rate
          published  in the  Financial  Times on the  Business  Day prior to the
Closing Date.                                               

     3.10 Limitation on Ownership.  At no time before the second  anniversary of
          the  Effective  Date shall the Sellers'  ownership of WG Shares exceed
          twenty-nine  and  nine-tenths  percent  (29.9%) of all  outstanding WG
          Shares  (the  "Ownership  Limit").  If as a  result  of the  issue  of

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          Consideration Securities in accordance with this Section 3 the Sellers
          ownership would exceed the Ownership Limit,  then an equivalent amount
          of cash will be paid by the  Purchaser  immediately  to the Sellers in
          lieu of the  Consideration  Securities  exceeding the Ownership Limit.
          Furthermore,  the  Consideration  Securities,  when issued,  will have
          attached  to them,  and will confer  upon their  holders,  all rights,
          entitlements  and  benefits   (including   without  prejudice  to  the
          generality of the foregoing in relation to dividends, reorganisations,
          rights  issues  and  capitalisation  issues)  as though  they had been
          issued on the Closing Date ranking pari passu with all ordinary shares
in the capital of World Gaming at the Closing Date          

4.   SECOND HALF PBT; NET ASSET ADJUSTMENT; INTEREST.                           

4.1  Second Half PBT.                                                 

     The  Profit  Before Tax for the second half of calendar  year 2005 shall be
          known as the "Second Half PBT". The Sellers shall submit the aggregate
          management  accounts for the 6 months from July, to December 2005 as a
          Draft  Statement  to the  Purchaser  as soon as  practicable  after 31
          December 2005,  which shall then be agreed between the Sellers and the
          Purchaser using the procedure  described in paragraphs  4.3(d) through
          4.3(g), below.  Following such agreement,  the aggregate PBT specified
  in those management accounts shall become the Second Half PBT.

4.2  Second Half Accounts.                                            

     For  the  avoidance  of  doubt  no  costs   incurred  in  relation  to  the
          preparation  and audit of the Second Half  Accounts will be taken into
          account in  computing  the amount of Profit  Before  Tax,  however the
          actual  cost for any such audit will be paid by the Sellers in respect
          of the  period  ending  30  September  2005 and by the  Purchasers  in
          respect  of  the  period  ending  31  December  2005.  Promptly  after
          receiving  the  Sporting  Bet  reconciliation,  The  Purchasers  shall
          forward to the  Sellers  the WG Licensee  Statement  for the  relevant
          month, such statement to include the reports named Licensee Statement,
          Licensee Processing Information,  FEDEX and cheque breakdown,  Gateway
          breakdown  per  sub-licensee,  chargebacks,  licensee  racing  report,
          sub-licensee reconciliation statement, rolling reserve explanation and
weekly racing report.                                       

4.3  Procedure to agree PBT for the Second Half                       

(a)  The Draft Statement shall be prepared by the Sellers:  

               (i)  in accordance  with the  definition of Profit Before Tax and
            the specific rules noted below, and subject thereto;

               (ii) adopting   the   same   accounting   principles,   policies,
                    treatments, - categorisations and format as were used in the
                    preparation of the Accounts, as there applied,  including in
                    relation  to  the  exercise  of  accounting  discretion  and
judgment; and, subject thereto;         

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               (iii) where  neither the  definition of Profit Before Tax nor the
                    Accounts deal with a matter,  by reference to  International
                    Financial Reporting  Standards.  For the avoidance of doubt,
                    paragraph (i) shall take precedence over paragraphs (ii) and
                    (iii),   and  paragraph  (ii)  shall  take  precedence  over
paragraph (iii),                        

               and if reasonably required shall subdivide Profit Before Tax into
               2 separate  periods,  namely  Profit  Before Tax for the period 1
               July to 30 September  2005 and Profit Before Tax for the period 1
October to 31 December 2005.                      

          (b)  Profit Before Tax will be prepared on a going concern basis which
               means that it shall  exclude any effects of the change in control
               or ownership of the businesses contemplated by this Agreement and
               shall not  reappraise  the value of any of the Assets as a result
               of such change in control or ownership.  The Second Half PBT will
               be prepared in a manner consistent with that used for the Closing
               Balance  Sheet  and the Net Cash  Payment  and  there  will be no
               transaction included or omitted from the Second Half PBT which is
               not  treated  in a manner  consistent  with the  Closing  Balance
Sheet.                                            

Specific Rules                                              

          Furthermore,  in preparing the Second Half PBT there shall be excluded
as an expense (and accordingly added back):                 

               (i)  any new heads or items of costs incurred by the Purchaser or
                    Sellers that were not incurred as at the date hereof  unless
                    those  heads or items of costs are for  services  that are a
                    direct replacement for services that were incurred as at the
date hereof; and                        

               (ii) any expenses,  charges,  costs,  management fees, consulting
                    fees,  royalties,  licence  fees,  service fees of a type or
                    quantum  that  were  not  incurred  in  connection  with the
                    businesses  of RE and  DNI  that  did  not  exist  as at the
Effective Date.                         

               In  addition,  in preparing  the Second Half PBT,  there shall be
               included  as an  expense  (and  accordingly  deducted  from  PBT)
               software and all  services  costs  (including  but not limited to
               customer  support)  applied at rates  that  existed as at 22 July
               2005 irrespective of the actual costs paid after the 22 July 2005
    in relation to the business carried out by RE and DNI.

               In addition any  expenditure  not agreed  between the Sellers and
               the Purchaser (each acting reasonably) will not be included as an
     expense in relation to calculating the Second Half PBT.

               The  Draft   Statement   shall  be  certified  by  the  Reporting
Accountants as complying with the foregoing.      

          (c)  Within  five  (5)  Business  Days  after  receipt  of  the  Draft
               Statement by the Reporting Accountants,  the Purchaser shall give

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               written  notice  to  the  Sellers  stating  whether  or  not  the
               Purchaser  proposes any amendments to the Draft Statement and the
               Sellers shall,  throughout the period referred to in this Section
               4.3(d), provide the Purchaser and the Reporting' Accountants with
               full access to all records  (including  accounting  records) that
               are  reasonably  necessary  to  enable  the  Purchaser  to verify
               properly the Draft  Statement,  and the Sellers shall be entitled
               to -discuss  matters  arising with the personnel  involved in the
relevant businesses.                              

          (d)  If the Purchaser  gives notice  pursuant to Section  4.3(c) above
               that it has no proposed  amendments  to the Draft  Statement,  or
               gives no notice,  then the Draft Statement  shall  constitute the
               Second Half Accounts for the purposes of this Agreement.  Payment
               out  of the  Escrow  Account  of all  monies  due  together  with
               interest  thereon  and  release  of  the  relevant  Consideration
               Securities  shall  be made  immediately  to the  Sellers.  If the
               Purchaser gives notice within the time limit specified in Section
               4.3(c)  that  it  does  have  proposed  amendments  to the  Draft
               Statement,  it shall  within  five (5)  Business  Days of  having
               submitted  such notice to the  Sellers  inform the Sellers of the
               proposed  amendments  and the  Sellers and the  Purchaser  shall,
               within the period of five (5) Business Days following  receipt by
               the  Sellers  of such  proposed  amendments,  seek to  agree  the
proposed amendments.                              

               Payment of all monies and release of all  residual  Consideration
               Securities in respect of any undisputed items or amounts together
               with  interest  thereon  in  respect  of the  Cash  shall be made
   immediately to the Sellers out of the Escrow Account.

(e)  In the event of:                                       

               (i)  a failure by the Sellers  (not being an event  beyond  their
                    reasonable  control)  to submit the Draft  Statement  to the
                    Purchaser  within the period  referred to in Section 4.3(a);
or                                      

               (ii) any dispute between the Sellers and the Purchaser, as to any
                    matter relevant to the Draft Statement, remaining unresolved
               at the expiry of all periods referred to in Section 4.3

               such failure or dispute shall be referred to an independent  firm
               of chartered  accountants agreed by the Sellers and the Purchaser
               within five (5)  Business  Days of such failure or dispute or, in
               the  event of a  failure  to  agree  upon  the  identity  of such
               independent firm within five (5) Business Days, to an independent
               firm of chartered  accountants appointed by the then President of
               the  Institute of Chartered  Accountants  in England and Wales on
     the application of either the Sellers or the Purchaser.

          (f)  The  independent  firm of  chartered  accountants  referred to in
Section 4.3(e) shall, as applicable:              

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               (i)  prepare on behalf of the  Sellers  the Draft  Statement  and
                    submit   them  to  the   Sellers   as  soon  as   reasonably
practicable; and/or                     

               (ii) determine  any items of dispute  between  the parties and if
                    necessary or if requested to do so by either party determine
                    the  correct  treatment  of items in  relation  to the Draft
                    Statement  and  such  determination,  save  in the  case  of
                    manifest  error or fraud,  will be final and  binding on the
Purchaser and the Sellers.              

          (g)  The Sellers and the  Purchaser  shall  procure  that such firm is
               given all such  assistance and access to all such  information in
               the Sellers' and the  Purchaser's  possession  or control as such
               firm may reasonably require in order to determine the Second Half
               PBT. Any independent  firm appointed under this Section 4.3 shall
               act as  experts  and  not  as  arbitrators.  The  costs  of  such
               independent  firm shall be borne as that firm shall decide or, in
               the  absence of such  direction,  equally by the  Sellers and the
               Purchaser  (but for the avoidance of doubt will not be taken into
    account in computing the amount of Profit Before Tax).

               Any  residual  payment  of monies  and  release  of all  residual
               Consideration  Securities out of the Escrow Account together with
               all  interest  thereon  in  respect  of the  Cash  shall  be made
 immediately to the Sellers upon such determination.

          (h)  For the avoidance of doubt,  in preparing the Draft  Statement no
               account  will be taken by the  Purchaser  of any acts,  events or
               circumstances  arising after 31 December  2005, it being accepted
               that appropriate accrual will be made for liabilities assumed but
not invoiced before 31 December 2005.             

4.4  Net Asset Payment.                                               

          (a)  -Promptly  following the Effective  Date, a Closing Balance Sheet
               (in the form of the proforma attached hereto as Exhibit "A"for RE
               and DNI  shall be  prepared  by the  Reporting  Accountants.  The
               Closing Balance Sheet shall be submitted to the Sellers within 21
               days after the Effective  Date,  and shall then be agreed between
               the Sellers and the Purchaser  using the  procedure  described in
               paragraphs  4.3(d) through  4.3(g),  above, as though the Closing
Balance Sheet were a Draft Statement.             

          (b)  For the purpose of calculating  the Closing  Balance  Sheet,  the
               Domain Names,  URL, Customer Data and any other intangible assets
               shall have no value attributed to them. The Closing Balance Sheet
shall be prepared:                                

               (i)  in  accordance  with the  specific  requirements  set out in
4.4(c) and subject thereto              

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               (ii) the same  hierarchy  as set out in 4.3 (a)  (ii) and  (iii),
4.3(b) and (h).                         

          (c)  The  following  specific  requirements  will  be  applied  in the
preparation:                                      

               (i)  provision  for bad  debts  will only be made in  respect  of
                    debts of the  Closing  Balance  Sheet  that are known on the
                    Effective  Date to be  irrecoverable.  No provision  will be
                    made for doubtful  debts and no  provision  will be made for
                 debts that become irrecoverable after the Effective Date.

(ii) no other provisions will be made.            

          (d)  Upon  agreement  of the Closing  Balance  Sheet,  and in no event
               later  than the  Closing  Date,  payment in the amount of the Net
               Assets on the  Closing  Balance  Sheet  shall be either  from the
               Purchaser to the Sellers if such amount is a positive number,  or
               from the  Sellers to the  Purchaser  if such amount is a negative
               number (the "Net Asset Payment").  For the avoidance of doubt, in
               preparing the Closing  Balance Sheet and Net Asset  Position,  no
               account  will be taken by the  Purchaser  of any acts,  events or
               circumstances arising after the Effective Date, it being accepted
               that appropriate accrual will be made for liabilities assumed but
not invoiced before the Effective Date.           

4.5  Net Cash Payment                                                 

          Within  three  working  days of Closing,  the Sellers  will pay to the
          Purchaser a sum equal to (a) all cash  received up to the Closing Date
          in  respect  of the  Assets  at the  Effective  Date as  agreed in the
          Closing  Balance  Sheet and (b) cash  received  in respect of revenues
          earned after the  Effective  Date up to the Closing Date by RE and DNI
          together with any Working Capital Advance  provided by Purchaser under
          Section  2.3(a),  less all  liabilities and expenses that were paid in
          relation to the period  commencing on the Effective  Date and prior to
          the Closing Date in respect of either the Assumed  Liabilities and any
          liabilities  incurred  after the Effective  Date which would have been
          classified as Assumed  Liabilities  had they been incurred  before the
          Effective  Date and any  expenses  incurred as well as  invoices  paid
          after the Effective Date and prior to the Closing Date for carrying on
          the  business of RE and/or DNI. For this purpose the cash amounts will
          be the  amounts  recorded  as  received  or  paid as  recorded  in the
cashbooks of RE and/or DNI.                                 

5.   WARRANTIES                                                                 

5.1  Warranties of the Sellers.                                       

          The Sellers  warrant to the Purchaser and its permitted  assigns as at
         the date hereof in the terms of Schedules 3A and 3B, subject only to:

          (a)  any matter which is fairly  disclosed in the Seller's  Disclosure
               Letter  and any  matter  provided  for  under  the  terms of this
Agreement;                                        

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          (b)  any matter or thing hereafter done or omitted to be done pursuant
               to this  Agreement or otherwise at the request in writing or with
the approval in writing of the Purchaser; and     

(c)  the provisions of Schedule 4.                          

5.2  Warranties Are Separate and Independent.                         

          (a)  Save as expressly  otherwise  provided,  the Warranties  shall be
separate and independent.                         

          (b)  Any statement  qualified by the expression "so far as the Sellers
               are aware", "to the Sellers' knowledge,  information and belief",
               "known to the Sellers' or any similar  expression  shall,  unless
               otherwise  stated,  be deemed to include a further statement that
               it has been made  after  such due and  careful  enquiries  as are
               reasonable  in the  context  of the  sale of the  Shares  and the
Assets.                                           

          (c)  For the  avoidance of doubt the only assets  within DNI are those
               set out in  Schedule  1A Part II and no  additional  warranty  in
relation to DNI's assets shall be implied.        

5.3  Warranties of the Purchaser.                                     

     The  Purchaser  hereby  warrants  to  the  Sellers  in  the  terms  of  the
     Purchaser's  Warranties.  The Purchaser's  Warranties shall be separate and
     independent  and any statement  qualified by the  expression "as far as the
     Purchaser is aware" or any similar  statement  shall be deemed to include a
     further statement that it has been made after due and careful enquiry.  The
Purchaser further warrants to the Sellers as follows:                 

          (a)  Corporate  Status.  The Purchaser is a  corporation  that is duly
               organized  and  validly  existing  under the laws of England  and
               Wales with full  corporate  power and  authority  to carry on its
business as such business is now being conducted. 

          (b)  Authority for  Agreements.  This Agreement has been duly executed
               and  delivered by the Purchaser and has been duly approved by the
               Purchaser's  Board  which  will  unanimously   recommend  to  the
               Purchaser's  shareholders that this Agreement and the Acquisition
               be duly approved,  and the Purchaser has all requisite  corporate
               power and legal  capacity to execute and deliver  this  Agreement
               and any  agreement  executed and  delivered or to be executed and
               delivered  by  the  Purchaser  to  consummate  the   transactions
               contemplated  hereby,  and to perform its obligations  hereunder.
               Upon  the  approval  of  this   Agreement   by  the   Purchaser's
               Shareholders,  the execution  and delivery of this  Agreement and
               the performance of the transactions  contemplated  hereby will be
               duly and validly  authorized and approved by all corporate action
necessary on behalf of the Purchaser.             

          (c)  No Default or  Consents.  Neither the  execution  and delivery of
          this Agreement nor the carrying out of the Acquisition will:

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               (i)  violate or  conflict  with any of the terms,  conditions  or
                    provisions of either the Purchaser's  Memorandum or Articles
                    of  Association  or any  regulations  or rules by which  the
Purchaser is bound;                     

               (ii) violate,  conflict with, result in a breach of, constitute a
                    default under  (whether with or without  notice or the lapse
                    of time or both),  or accelerate or permit the  acceleration
                    of the  performance  required  by  any  contract  or  permit
applicable to the Purchaser; or         

               (iii) result in the creation of any  Encumbrance  on any property
of the Purchaser.                       

6.   FURTHER AGREEMENTS.                                                        

6.1  Share Restriction.                                               

     All Consideration Securities issued to the Sellers pursuant to the terms of
     this Agreement  shall be subject to the  restrictions  on sale and transfer
     set out in Schedule 5 and the Sellers hereby  undertake to comply with such
restrictions.                                                         

6.2  Confidentiality.                                                 

          (a)  Following  signing of this Agreement,  neither the Seller nor the
               Purchaser shall disclose any Confidential  Information (including
               for the  avoidance  of  doubt  any  information  obtained  by the
               Purchaser  regarding   ownership  of  and  corporate   structures
               relating to the  Sellers)  to any third  party  without the prior
written consent of the other.                     

          (b)  The parties  acknowledge  and agree that due to the unique nature
               of the  Acquisition,  and given  that the  Purchaser  will fund a
               significant part of the Consideration  through a public offering,
               there  may  be no  adequate  money  damages  for  any  breach  or
               threatened  breach  of the  Confidentiality  Agreements  or  this
               Section 6.2. The parties  acknowledge  that any such breach would
               result  in  irreparable  harm  to the  non-breaching  party,  and
               therefore,  the  non-breaching  party,  in the  event of any such
               breach or  threatened  breach shall be entitled to seek  specific
               performance and injunctive or other equitable relief, in addition
               to whatever  remedies it might have at law,  and shall be able to
               claim  against  the  breaching  party its costs  relating to such
proceedings, including its legal fees.            

6.3  Compliance with Regulations.                                     

     Each of the parties hereby  acknowledges and agrees that the Purchaser is a
     publicly traded company and is required to and will at all times,  and that
     the other  parties to the  Acquisition,  will at all times  comply with all
     relevant rules and regulations of the United States Securities and Exchange
     Commission  (SEC) and with all relevant laws and regulations of England and
     Wales having  application  to the parties,  including,  but not limited to,
those relating to                                                     

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     confidentiality  and  insider-trading  or  insider-dealing  provided always
     that, as the Purchaser  hereby  confirms and  acknowledges,  nothing within
     this Section or elsewhere in this  Agreement  shall  require the Sellers to
     disclose to the  Purchaser  or to any other person  information  concerning
     ownership of DNI or RE beyond the provision of details of the  shareholders
     in  and   directors   of  DNI  and  RE  and   accordingly   the   foregoing
acknowledgement shall be construed in the light of this proviso.      

6.4  Purchaser Board Appointment.                                     

     The parties agree that as soon as possible following Closing, the Purchaser
     Board will be expanded by one seat, and the Sellers shall have the right to
     appoint a director (the "Sellers' Director") to fill that seat. The Sellers
     shall from time to time, be entitled to remove such director and to appoint
     a successor  director by  delivering  written  notice to that effect to the
     Purchaser, and the Purchaser hereby undertakes to take all necessary action
     and to convene all  necessary  meetings to give effect  thereto In order to
     exercise the right  specified in the preceding  sentence,  the Sellers must
     retain not less than twenty percent (20%) of the issued  ordinary shares in
     World Gaming.  The  Purchaser  must approve,  which  approval  shall not be
unreasonably withheld or delayed, the Sellers' Director.              

6.5  Further Assurances.                                              

     The Sellers and the Purchaser each shall do all things reasonably necessary
     or desirable  and within their  control to effect the  consummation  of the
     transactions  contemplated hereby as soon as possible,  and at any time and
     from time to time after the  Closing  shall,  upon the request of the other
     party,  do or cause to be done such further acts and execute such documents
     as may be necessary or desirable to vest in the Purchaser  the Assets,  and
to evidence the Purchaser's assumption of the Assumed Liabilities.    

6.6  Conduct of Business Prior to Closing.                            

     At all times  from and  after the  execution  of this  Agreement  and until
     Closing,  the Sellers  shall procure that RE and DNI will carry on business
     solely in the  ordinary  course as carried or as at the date hereof  (which
     shall mean, among other things,  undertaking no  extraordinary  expenses or
     obligations  without the prior consent of the Purchaser such consent not to
     be unreasonably  withheld) and in accordance  with all  requirements of the
     laws  of  Antigua,  or  as  may  otherwise  be  agreed  with  the  relevant
     authorities in Antigua (save that there may not be a valid Antiguan  gaming
     licence). Without obliging the Sellers to make any further warranties other
     than the  Warranties,  the Sellers  shall give the  Purchasers  at Closing,
     access to the HTML files and graphics files that make up the websites which
     are  displayed  under the URL's  listed in paragraph 4 of Schedule 1A as at
     the Effective  Date in materially the same form as existed at the Effective
Date.                                                                 

6.7  Conduct of Business Following Closing.                           

     The Purchaser  hereby agrees that from and after Closing until December 31,
     2005, it will operate the business carried on by RE and DNI in the ordinary
     course of business  (which  shall mean,  among other  things,  incurring no
     Exceptional  Costs or obligations  which shall in any event not be included

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     in  calculating  the  Second  Half  PBT) and as  carried  on as at the date
     hereof,  and will not do anything to jeopardise  payment of the  Additional
     Consideration  to the Sellers  (including not effecting any cross promotion
     of the data base relating to such  business and  continuing to use the same
     software (except as is upgraded and released  generally by the Purchaser to
     its  licensees)  which is currently  used on the  websites not  requiring a
     change  of the  affiliate  program  tracking  URL's).  In  addition,  it is
     understood and acknowledged  that no additional costs or expenditure  shall
     be  incurred  until  January  1, 2006 in excess of those  amounts  that the
     Sellers  would have  incurred had they  continued to manage the  businesses
     carried on by RE and DNI in the same  manner as carried on before  Closing,
     and,  accordingly,  any expenditure which is not agreed between the Sellers
     and the  Purchaser  will not be included as an expense in  calculating  the
     Second  Half  PBT.  The  Purchaser  specifically  undertakes  that  it will
     continue to provide software and all services in the same manner and on the
     same  basis and for no higher  fees than were  charged  to RE as at 22 July
     2005.  Furthermore any cash or cash  equivalents  received by the Purchaser
     Group in respect of any  receivables  or revenues of the business of RE and
     DNI prior to the Effective  Date and which were not included in the Closing
     Balance Sheet shall be paid by the  Purchaser  within seven days of receipt
in full to the Sellers.                                               

6.8  Non-Solicitation; Non-Competition.                               

     For a period of three years  following the Effective Date: (a) the Sellers;
     and (b) the  Sellers  shall use  reasonable  endeavours  to ensure that all
     Connected  Persons of the  Sellers,  undertake to the  Purchasers  and each
     member of the  Purchaser  Group that they will not,  nor will any member of
     the Group, either directly or indirectly, without the prior written consent
     of the  Purchasers  (save for the benefit of the business of the Purchasers
Group):                                                               

     (a)  knowingly  canvass,  solicit or approach  any person for the supply of
          online  casino,  online poker,  online sports  betting or online horse
          race  betting  services  similar to those  carried on at the  websites
          sportsbetting.com,    racebook.com,    win4real.com   or   sexbet.com.
(Websites) as of the date of this  agreement;               
     (b)  knowingly approach any Customer as at 17 November 2005, in relation to
          business activities,  other than family members or any personal friend
or acquaintance of any natural Connected Person;            
     (c)  be engaged, concerned,  connected with or interested in (except as the
          owner of securities in (1) Purchaser, (2) any entity that acquires the
          Purchaser,  or (3) any other  entity the  ownership of  securities  of
          which does not confer  more than ten  percent of the votes which could
          be cast at a  general  meeting  for such  entity),  any  other  online
          casino,  online  poker,  online  sports  betting  or online  horserace
          betting  business  which is engaged in the supply of services the same
          as or similar to, as of the date of this agreement, the online casino,
          online poker,  online  sports  betting or online  horseracing  betting
          business carried on any of the websites  referred to in paragraph 4 of
          Schedule  1A.  For the  avoidance  of doubt  the  Sellers  and/or  the
          Connected  Persons  of the  Sellers  may at any time own any amount of
          securities  in any  entity  that  provides  services  contemplated  in
section 6.9 below.                                          

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     6.9  Notwithstanding any provision in this agreement,  the Sellers and each
          of their  Connected  Persons  shall be free at any time to operate any
          gaming  or  wagering  activities  conducted  as long  as they  are not
          conducted on the world wide web. Each of the Sellers and each of their
          Connected  Persons shall also be free to offer any ancillary  services
          such as  payment  processing  or  customer  support  to online  gaming
          websites,  or to operate online gaming websites related to bingo, keno
          or: (a) any other free game; or (b) game of chance or skill,  that are
not included in the Assets.                                 

7.  CLOSING.                                                                    

7.1  Closing.                                                         

     The consummation of the Acquisition will take place at a closing to be held
     at the offices of the Purchaser's Solicitors (the "Closing"),  and the date
     on which the Closing  takes place shall be the closing  date (the  "Closing
Date").                                                               

7.2  Obligations in relation to Closing.                              

     On the second business day prior to the anticipated date of satisfaction of
the Placing Condition:                                                

          (a)  the  documents  which the  Sellers are obliged to deliver or make
               available  pursuant to Schedule 2 shall be delivered  undated and
               shall  be held by the  Purchaser's  Solicitors  and the  Sellers'
               Solicitors (the  "Solicitors")  in escrow,  to be released to the
Purchaser upon Closing; and                       

          (b)  the  documents  which the Purchaser is obliged to deliver or make
               available  pursuant to Schedule 2 shall be delivered  undated and
               shall be held by the Solicitors in escrow,  to be released to the
Sellers upon Closing.                             

7.3  Payment of Consideration.                                        

On Closing:                                                           

          (a)  the Purchaser shall pay the First Payment as further specified in
               Section 3.3 to the following account: Barclays Bank PLC; Address:
               PO Box  15163H,  50  Pall  Mall,  London  SW1A  1QD;  Sort  Code:
               20-36-47;  Account no:  40486655;  Account name:  Joelson  Wilson
Client Premium Account;                           

          (b)  any  documents  held in escrow  pursuant  to Section 7.2 shall be
               released by the Solicitors to the parties entitled thereto, which
               shall (where applicable) be dated as of Closing by the Solicitors
 and shall take effect as of the Effective Date; and

          (d)  pursuant  to  Section  6 the  first  Sellers'  Director  that  is
               approved  by  the   Purchaser,   which   approval  shall  not  be
               unreasonably withheld or delayed shall be appointed as a director
of the Purchaser's Board.                         

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8.   MISCELLANEOUS.                                                             

8.1  The Sellers' Liability.                                          

     The  liability  of each of the  Sellers  under  or  pursuant  to any of the
     provisions of this Agreement  shall be joint and several.  Any liability to
     any  party,  under  this  Agreement  may in whole  or in part be  released,
     compounded or compromised or time or indulgence  given by the other parties
     in its absolute  discretion  as regards any of the other parties under such
     liability  without in any way  prejudicing  or affecting its rights against
     any other or others under the same or a like  liability  whether  joint and
several or otherwise.                                                 

8.2  Expenses.                                                        

     The Sellers shall bear all costs  incurred by them in  connection  with the
     preparation,  negotiation  and entry into of this Agreement and the sale of
     the Assets and the Shares and,  for the  avoidance  of doubt the  Purchaser
     shall bear all such costs incurred by it.  Furthermore  the Purchaser shall
     bear all costs,  taxes,  expenses and duties relating to the transfer to it
     of the Assets and the  Shares,  and  relating  to any  confirmatory  and/or
     ancillary transfers or assignments in connection  therewith and relating to
the issue to the Sellers of the Consideration Shares.                 

8.3  Notices.                                                         

     Any notice  required or permitted to be given under this Agreement shall be
     in  writing  and shall be  delivered  personally  or sent by  certified  or
     registered mail, postage prepaid, or sent by a recognized overnight express
courier and also sent by telefax and addressed as follows:            

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(a)  If to the Sellers to:                        
Real Entertainment Ltd.                 
PO Box W1935                            
Wood Centre                             
St. Johns                               
Antigua                                 
By fax: +44 207 900 2352                

With a copy to:                         
Sheldon Cordell                         
Joelson Wilson & Co.                    
70 New Cavendish Street                 
London W1G 8AT                          
United Kingdom                          

(b) If to the Purchaser to:                     
John Kennedy FitzGerald                 
FitzGerald Professional Corporation     
3300 Bloor Street West                  
Center Tower, 11th Floor, Suite 3140    
Toronto, Ontario, M8X 2X3               
Canada                                  
By fax: +1 416 352 1456                 

With a copy to:                         
Jeff Rodwell                            
Reed Smith LLP                          
Minerva House                           
5 Montague Close                        
London SE1 9BB                          
United Kingdom                          

8.4  Entire Agreement; Captions.                                      

     This  Agreement  and  the  agreements  to  be  executed  and  delivered  in
     connection   herewith,   together   constitute  the  entire  agreement  and
     understanding   between  the  parties  and  there  are  no   agreements  or
     commitments with respect to the transactions  contemplated herein except as
     set forth in this  Agreement.  The  Purchaser  expressly  acknowledges  and
     confirms that in entering into this Agreement and any documents referred to
     in it, it does not rely on and  shall  have no  remedy  in  respect  of any
     statement, representation, assurance or warranty (whether of fact or of law
     and whether  made  innocently  or  negligent)  of any person  other than as
expressly set out in this Agreement.                                  

8.5  Amendment; Waiver.                                               

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     Any term or provision of this  Agreement  may be amended only if in writing
     and signed by or on behalf of the Sellers and the Purchaser. The observance
     of any term or provision of this Agreement may be waived (either  generally
     or in a particular instance and either retroactively or prospectively) only
     if in writing and signed by the party to be bound by such waiver. No waiver
     by a party of any breach of this  Agreement  will be deemed to constitute a
waiver of any other breach or any succeeding breach.                  

8.6  Variation.                                                       

     No variation  of this  Agreement  shall be effective  unless in writing and
signed by or on behalf of each of the parties to this Agreement.      

8.7  Invalidity.                                                      

     If any term in this  Agreement  shall  be held to be  illegal,  invalid  or
     unenforceable,  in whole or in part,  under any  enactment  or rule of law,
     such term or part  shall to that  extent be deemed not to form part of this
     Agreement but the legality,  validity or enforceability of the remainder of
this Agreement shall not be affected.                                 

8.8  Payments.                                                        

     In the event that any payment  due under this  Agreement  or the  documents
     referred to herein would be made on a day which is not a Business Day, such
     payment will be deemed  payable on the Business Day  immediately  following
thereto.                                                              

8.9  No Third Party Beneficiaries.                                    

     Nothing  expressed or implied in this  Agreement  is intended,  or shall be
     construed, to confer upon or to give any person, firm or corporation, other
     than the parties hereto,  any rights or remedies under or by reason of this
     Agreement.  In particular,  and without  limitation,  a person who is not a
     party to this  Agreement has no right under the Contracts  (Rights of Third
Parties) Act 1999 to enforce any part of this Agreement.              

8.10 Execution in Counterparts.                                       

     For the  convenience of the parties,  this Agreement may be executed in one
     or more counterparts,  each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.          

     8.11 This  Agreement  may not be assigned by any party  hereto  without the
prior written consent of each other party hereto            

8.12 Benefit.                                                         

     This Agreement  shall be binding upon,  inure to the benefit of the parties
     hereto and their respective  successors and permitted assigns under Section
8.11.                                                                 

8.13 Governing Law and Submission to Jurisdiction.                    

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          (a)  This  Agreement  and the documents to be entered into pursuant to
               it, save as expressly  referred to therein,  shall be governed by
and construed in accordance with English law.     

          (b)  All the parties  irrevocably agree that the courts of England are
               to have  exclusive  jurisdiction  to settle any dispute which may
               arise  out  of or in  connection  with  this  Agreement  and  the
               documents  to be entered  into  pursuant  to it. All the  parties
               irrevocably  submit to the  jurisdiction of such courts and waive
               any objection to  proceedings  in any such court on the ground of
               venue or on the ground that  proceedings  have been brought in an
inconvenient forum.                               

8.14 Appointment of Process Agent.                                    

     The Sellers hereby  irrevocably  appoint Joelson Wilson & Co as their agent
     to accept  service of process in England in any legal action or proceedings
     arising out of this Agreement,  service upon whom shall be deemed completed
whether or not forwarded to or received by the Sellers.               

          (a)  The Sellers shall inform the Purchaser, in writing, of any change
               in the  address of the  process  agent of the  Sellers  within 28
days.                                             

          (b)  If such process agent ceases to be able to act as such or to have
               an address in England, the Sellers irrevocably agree to appoint a
               new process  agent in England  acceptable to the Purchaser and to
               deliver  to the  Purchaser  within  14 days a copy  of a  written
acceptance of appointment by the process agent.   

          (c)  Nothing in this Agreement shall affect the right to serve process
               in any  other  manner  permitted  by law or the  right  to  bring
               proceedings  in any other  jurisdiction  for the  purposes of the
               enforcement  or execution of any judgment or other  settlement in
any other courts.                                 

8.15 Singular/Plural; Gender.                                         

     Where the  context so requires or  permits,  the use of the  singular  form
     includes the plural,  and the use of the plural form includes the singular,
and the use of any gender includes any and all genders.               

9.   ANNOUNCEMENTS.                                                             

     Except  as  required  by any law,  rule or  regulation,  including  but not
     limited to the rules of AIM, NASDAQ or a recognised stock exchange (and, in
     such circumstances, the party so required hereby undertakes to use its best
     endeavours to consult with the other parties  hereto (and in the absence of
     such  consultation  with the other  parties to consult with those  parties'
     solicitors)  as to the nature and  content and timing of the  statement  or
     disclosure,  and not  deliberately to do anything to cause such a statement
     or disclosure or a further  statement or disclosure to be made, and to take
     full account of and  incorporate  wherever  possible the amendments  and/or
     deletions required by the other parties), no party shall issue, or cause to
     be issued, any press release or any public document or circular or make any

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     statement or disclosure to any person who is not a party to this  Agreement
     relating  to or  connected  with or arising  out of this  Agreement  or the
     matters  contained in it, without  obtaining the prior written  approval of
     the other parties  hereto in relation to its contents and the manner of its
presentation and publication or disclosure.                           

     IN WITNESS  WHEREOF,  the  Purchaser and the Sellers each have executed and
delivered this Agreement by their duly authorized representatives.    

INTERACTIVE SYSTEMS INC.                                      

By:                                                           
--------------------------                  
Name:                                                         
--------------------------                  
Title:                                                        
--------------------------                  

WORLD GAMING PLC                                              

By:                                                           
--------------------------                  
Name:                                                         
--------------------------                  
Title:                                                        
--------------------------                  

REAL ENTERTAINMENT INC                                        

By:                                                           
--------------------------                  
Name:                                                         
--------------------------                  
Title:                                                        
--------------------------                  

OPUNOSA INVESTMENT INC                                        

By:                                                           
--------------------------                  
Name:                                                         
--------------------------                  
Title:                                                        
--------------------------                  

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 SCHEDULE 1A

SCHEDULE OF ASSETS

1.    ISI Agreements (or agreements with ISI's predecessors) listed below       
which include control of player deposits held by World Gaming PLC or
its subcontractors.                                                 

- Software License Agreement dated May 10, 1999;                    
    - Provision of additional sportsbook propositions dated October 1, 2003;
   - Revised Schedule B to Provision of Additional Sportsbook Propositions
dated October 1, 2003, dated December 18, 2003; - Transaction       
Processing and Technical Support letter dated February 4, 2004; -   
Virtual Games Software Sublicense dated 21 April 2004;              
- Poker Partner Sublicense Agreement dated 24th of May 2005.        

2.    Customer lists on ISI database servers and corresponding Customer         
Agreements, subject to any relevant legislation, on the terms and   
subject to the conditions set out at                                
http://www.sportsbetting.com/terms.html                             

3.    Affiliate lists on ISI database servers and corresponding Affiliate       
Agreements http://www.sportsbetting.com/affiliates/terms.html       

4.    Any interest that RE has in the websites displayed at the following       
URLs:                                                               

-sportsbetting.com                                                  
-sportsbetting.org                                                  
-racebook.com                                                       
-racebook.org                                                       
-win4real.com                                                       
-win4real.org                                                       
-sexbet.com                                                         

The websites accessible through the above listed URLs are subject to
all third party intellectual property rights which are vested in any
pictures, photographs, Content or non-ISI software or other services
which are not owned by RE.                                          

5.    Intellectual Property Acquisition Agreement between Real Entertainment,   
Ltd and Skim New Media Ltd dated 29 June 2005                       

6.    Two Affiliate Agreements between Real Entertainment Ltd and Commission    
Junction dated 6 June 2001 and the benefit of a further unwritten   
agreement between Real Entertainment Ltd and Commission Junction.   

7.    Non-Exclusive Content Licence from Gayle Mitchell to Real Entertainment   
Ltd, dated 14 September 2005                                        

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8.    Non-Exclusive Content Licence from Jerry King to Real Entertainment Ltd,  
dated 15 September 2005                                             

9.    The receivable from World Gaming or ISI (as the case may be) in respect   
 of customer deposits held at the Effective Date (for the avoidance of
   doubt, the equivalent amount of which at 31 December 2004 was disclosed
   as a cash equivalent in the audited accounts of RE for the period ended
on 31 December 2004.)                                               

10.   Closing Receivables as agreed by the parties in the Closing Balance       
Sheet                                                               

 Liabilities of RE to be Transferred

1.    responsibilities to pay back customer deposits and winnings to            
customers                                                           

2.    responsibilities to uphold agreements with customers                      

3.    responsibilities to uphold agreements with affiliates                     

4.    open bets                                                                 

5.    other liabilities including trade creditors and accruals as agreed by     
the parties in the Closing Balance Sheet                            

 PART II

Assets owned by DNI which are included in this transaction

1.    Trademarks and Service Marks listed in Trademark List Part IV             

2.    Below is a list of all domain names which are part of the Sale and        
Purchase Agreement                                                              

1) sportsbetting.com                                                            

2) sportsbetting.org                                                            

3) racebook.com                                                                 

4) racebook.org                                                                 

5) win4real.com                                                                 

6) win4real.org                                                                 

7) sexbet.com                                                                   

8) dnihl.com                                                                    

9) racebook.at                                                                  

10) racebook.be                                                                 

11) racebook.ch                                                                 

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12) racebook.cn                                                                 

13) racebook.co.at                                                              

14) racebook.co.il                                                              

15) racebook.co.in                                                              

16) racebook.co.nz                                                              

17) racebook.co.za                                                              

18) racebook.com.ag                                                             

19) racebook.com.cn                                                             

20) racebook.com.es                                                             

21) racebook.com.gr                                                             

22) racebook.com.mx                                                             

23) racebook.com.pt                                                             

24) racebook.de                                                                 

25) racebook.dk                                                                 

26) racebook.fr                                                                 

27) racebook.gr                                                                 

28) racebook.hk                                                                 

29) racebook.ie                                                                 

30) racebook.in                                                                 

31) racebook.it                                                                 

32) racebook.jp                                                                 

33) racebook.net.nz                                                             

34) racebook.nl                                                                 

35) racebook.nu                                                                 

36) racebook.org.uk                                                             

37) racebook.ru                                                                 

38) racebook.sg                                                                 

39) sexbet.co.uk                                                                

40) sexbet.com.cn                                                               

41) sexbets.biz                                                                 

42) sexbets.info                                                                

43) sportsbetting.ag                                                            

44) sports-betting.ag                                                           

45) sportsbetting.be                                                            

46) sports-betting.be                                                           

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47) sportsbetting.ch                                                            

48) sportsbetting.cl                                                            

49) sportsbetting.cn                                                            

50) sportsbetting.co.at                                                         

51) sports-betting.co.at                                                        

52) sportsbetting.co.il                                                         

53) sportsbetting.co.im                                                         

54) sportsbetting.co.in                                                         

55) sports-betting.co.in                                                        

56) sports-betting.co.nz                                                        

57) sportsbetting.co.za                                                         

58) sports-betting.com.ag 59) sportsbetting.com.cn                              

60) sports-betting.com.cn                                                       

61) sportsbetting.com.es                                                        

62) sports-betting.com.es                                                       

63) sportsbetting.com.gr                                                        

64) sportsbetting.com.mx                                                        

65) sports-betting.com.mx                                                       

66) sportsbetting.com.pr                                                        

67) sports-betting.com.pr                                                       

68) sportsbetting.com.pt                                                        

69) sportsbetting.com.sg                                                        

70) sports-betting.com.sg                                                       

71) sportsbetting.dk                                                            

72) sports-betting.dk                                                           

73) sportsbetting.fr                                                            

74) sports-betting.fr                                                           

75) sportsbetting.gr                                                            

76) sports-betting.gr                                                           

77) sportsbetting.hk                                                            

78) sportsbetting.ie                                                            

79) sports-betting.ie                                                           

80) sportsbetting.it                                                            

81) sportsbetting.jp                                                            

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82) sports-betting.jp                                                           

83) sportsbetting.li                                                            

84) sportsbetting.net.nz                                                        

85) sports-betting.nu                                                           

86) sports-betting.org.uk                                                       

87) sportsbetting.ru                                                            

88) sportsbetting.se                                                            

89) sports-betting.se                                                           

90) sportsbetting.sg                                                            

91) sports-betting.sg                                                           

92) win4real.at                                                                 

93) win4real.be                                                                 

94) win4real.ch                                                                 

95) win4real.cn                                                                 

96) win4real.co.il                                                              

97) win4real.co.in                                                              

98) win4real.co.nz                                                              

99) win4real.co.uk                                                              

100) win4real.co.za                                                             

101) win4real.com.cn                                                            

102) win4real.com.gr                                                            

103) win4real.com.mx                                                            

104) win4real.com.pt                                                            

105) win4real.de                                                                

106) win4real.dk                                                                

107) win4real.fr                                                                

108) win4real.gr                                                                

109) win4real.hk                                                                

110) win4real.ie                                                                

111) win4real.in                                                                

112) win4real.it                                                                

113) win4real.jp                                                                

114) win4real.nl                                                                

115) win4real.nu                                                                

116) win4real.se                                                                

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117) dnihl.com                                                                  

118) racebookinfo.com                                                           

119) racebookbiz.com                                                            

120) sportsbettingbiz.com                                                       

121) sportsbetting-info.com                                                     

122) racebook.ae                                                                

123) racebook.co.cr                                                             

124) race-book.co.uk                                                            

125) racebook.com.sg                                                            

126) racebook.pl                                                                

127) sports-betting.ch                                                          

128) sports-betting.co.za                                                       

       For the avoidance of doubt there is not included in any of the Assets
       or the assets held by DNI or in this sale and purchase, domain names,
        trademarks, intellectual property rights, or unregistered rights which
    are similar to any of those domain names, trademarks, intellectual
 property rights or unregistered rights included in Schedule 1A.

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PART III - [OMITTED]

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 PART IV TRADE AND/OR SERVICE MARK LISTING

THE FOLLOWING TRADE AND/OR SERVICE MARKS OF DNI HOLDINGS LTD                    

AUSTRALIA                                                                       
---------                                                                       

                                                                [Download Table]

                                                             
Mark                             Registration No.  Class     
----                             ----------------  -----     

RaceBook.com & Device            867283            41, 42    

SPORTSBETTING.COM & Device       834603            38, 41, 42

WIN4REAL                         834602            41, 42    

WIN4REAL.COM & Device            834605            41, 42    

MOROCCO                                                      
-------                                                      

RACEBOOK                         82281             41        

SPORTSBETTING                    82280             41        

USA                                                          
---                                                          

Application Marks                Serial No.        Class     
-----------------                ----------        -----     

$1,500 WEEKLY PICK-N-WIN         78/658203         41        

$100,000 RUSH 2 RICHE$ & Design  78/655594         41        

RUSH 2 RICHES                    78/655582         41        

SPORTSBETTING INFO               76/330650         41        

SPORTSBETTING.COM                76/331011         41        

WEEKLY PICK-N-WIN                78/658196         41        

Registered Marks                 Registration No.  Class     
----------------                 ----------------  -----     

RACEBOOK.COM                     2,865,776         38        

RACEBOOK.COM                     2,865,775         41        

RACEBOOK.COM                     2,865,774         42        


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                                                                [Download Table]

                                                                      

RACEBOOK.COM & Design                        2,888,145  38            

RACEBOOK.COM & Design                        2,888,143  41            

RACEBOOK.COM & Design                        2,888,142  42            

RACEBOOK.COM & Design with Color  2,888,144  38                       

RACEBOOK.COM & Design with Color  2,890,695  41                       

RACEBOOK.COM & Design with Color  2,888,141  42                       

SEXBET                                       2,893,668  42            

SEXBET.COM                                   2,893,667  42            

SPORTSBETTING                                2,416,678  41            

SPORTSBETTING.COM                            2,416,667  41            

SPORTSBETTING.COM & Design                   2,434,774  41            

WIN4REAL                                     2,428,111  41            

WIN4REAL                                     2,685,747  41            

WIN4REAL.COM                                 2,450,589  41            

WIN4REAL.COM & Design                        2,787,126  38            

WIN4REAL.COM & Design                        2,447,574  41            

SPORTSBETTING BIZ                            2,822,085  41            

SPORTSBETTING BIZ & Design                   2,940,404  38            

SPORTSBETTING INFO & Design                  2,940,405  38            

EUROPEAN COMMUNITY                                                    
------------------                                                    

Applications                                                          

SPORTSBETTING.COM                            3536638    36, 38, 41, 42

RACEBOOK                                     2106318    38, 41        

RACEBOOK.COM logo                            2098754    38, 41        

RUSH TO RICHES                               4370326    9, 16, 41     

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                                                                [Download Table]

                                                       

RACE TO RICHES            4370995    9, 16, 41         

SCRATCH-N-MATCH           4370359    9, 16, 41         

GRIDIRON PICK'EM          4384996    9, 38, 41         

HOOPS MADNESS             4384971    9, 38, 41         

REELS OF FORTUNE          4385001    9, 38, 41         

Registered Marks                                       
----------------                                       

SPORTSBETTING.COM & logo  1354943    36, 41, 42        

WIN4REAL.COM              1354737    36, 41, 42        

SEXBET.COM                1354703    36, 41, 42        

WIN4REAL.COM & logo       1354760    36, 41, 42        

SPORTSBETTING.COM         2509230    36                

SPORTSBETTING.COM & Logo  2509206    36, 38, 41, 42    

FRANCE                                                 
------                                                 

Registered Marks                                       
----------------                                       

SPORTSBETTING.COM         023141014  36, 38, 41, 42    

SPORTSBETTING             023141013  36, 38, 41, 42    

RACEBOOK                  023160599  36, 38, 41, 42    

RACEBOOK.COM              023160601  36, 38, 41, 42    

GERMANY                                                
-------                                                

Registered Marks                                       
----------------                                       

SPORTSBETTING             30205746   35, 36, 38, 41, 42

RACEBOOK.COM              30219898   35, 36, 38, 41, 42

RACEBOOK                  30219897   35, 36, 38, 41, 42

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                                                                [Download Table]

                                                                                

UNITED KINGDOM                                                                  
--------------                                                                  

Applications                                                                    
------------                                                                    

RACEBOOK                                         2379234      35, 36, 38, 41, 42

RACEBOOK.COM                                     2379502      35, 36, 38, 41, 42

IRELAND                                                                         
-------                                                                         

Applications                                                                    
------------                                                                    

RACEBOOK                                         231915       35, 36, 38, 41, 42

RACEBOOK.COM                                     231916       35, 36, 38, 41, 42

HONG KONG                                                                       
---------                                                                       

WIN4REAL                                         B04747/2003  41                

WIN4REAL                                         04748/2003   42                

WIN4REAL.COM & design                            B12183/2002  41                

WIN4REAL.COM & design                            B09222/2002  42                

NEW ZEALAND                                                                     
-----------                                                                     

RACEBOOK                                         681143       8/41              

RACEBOOK                                         681144       8/38              

RaceBook.com & Device                            681148       8/41              

RaceBook.com & Device                            681149       8/38              

SPORTSBETTING.COM & Device                       681141       8/41              

SPORTSBETTING.COM & Device                       681142       8/38              

The following New Zealand abandoned mark applications.                          

SPORTSBETTING                                    681145       8/41              

SPORTSBETTING                                    681146       8/38              


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SCHEDULE 1B 
----------- 

THE DNI SELLERS 
--------------- 

Name and address of registered owner    Number and class of shares to be sold   

Opunosa Investment Inc                  1,000 Registered Shares                 
53rd Street                                                                     
Urbanizacion Obarrio                                                            
Swiss Tower                                                                     
16th Floor                                                                      
Panama                                                                          
Republic of Panama                                                              

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SCHEDULE 1C 
----------- 

DETAILS OF DNI
--------------

Name of Company                 DNI Holdings Ltd                                

Registered number:              13789                                           

Registered office:              Suite No. 5                                     
Mezzanine Floor 
       Wood Centre, St. John's
Antigua         

Date of incorporation:                                                          

Authorised share capital:       $5000 divided into 5000 ordinary shares of      
$1.00 each      

Issued share capital:           $1000 divided into 1000 ordinary shares of      
$1.00 each      

Directors' full names:          N.D.S. Limited                                  

Secretary's full name:          N.D.S. Limited                                  

Accounting reference date:      None                                            

Mortgages/charges over Shares   None                                            
or Company's assets:                                                            

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SCHEDULE 2
----------

CLOSING DELIVERIES

PART ONE                                                                        
--------                                                                        

Sellers' Obligations. On Closing the Sellers shall deliver or procure that there
is delivered to the Purchaser:                                                  

1.1  General.                                                         

All statutory books and records of DNI                      

     1.2  Board Resolutions of the Group Companies. On Closing the Sellers shall
procure the passing of board resolutions of:                

- Resignations of directors of DNI.                         

- Resignations of secretary of DNI.                         

1.3  Shareholder Resolutions of the Group Companies.                  

1.4  Updated Disclosure Letter.                                       

          Disclosing  events that took place  between  signing and closing  that
          might  otherwise  constitute  a  breach  of a  Warranty,  but will not
          constitute a breach unless resulting from a deliberate act or omission
          knowingly  undertaken  on the part of the Sellers to breach a Warranty
if it were repeated on Closing.                             

1.5  Share Transfers.                                                 
          (a) Executed  transfers of the Shares in favour of the  Purchaser  (or
          its nominee(s))  together with the share  certificates  for the Shares
          or, in the case of any lost certificate,  an indemnity satisfactory to
the Purchaser.                                              

1.6  Opinions.                                                        

          (a) Legal opinions of local counsel of Sellers discussing, among other
          things,  all  corporate  matters  being  addressed  or affected by the
transactions.                                               

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PART TWO                                                                        
--------                                                                        

Purchaser's Obligations. On Closing, the Purchaser shall deliver or procure that
there is delivered to the Sellers:                                              

1.1  Board  Resolutions.                                              
          (a) copies  (certified  by an officer  of the  Purchaser  to be a true
          copy) of the resolutions of the Purchaser Board issuing or authorising
          the Acquisition, payment of the First Payment and the Additional First
          Payment and the  appointment  of the Sellers'  Director to Purchaser's
Board.                                                      

1.2  Shareholder Resolutions.                                         

          Copies (certified by an officer of the Purchaser to be a true copy) of
          the   resolutions   of  the  Purchaser   Shareholders   approving  the
          Acquisition  and any other matters  required to enable Closing to take
place.                                                      

1.3  Consideration.                                                   

          (a) the payment to Sellers of the First  Payment in cleared  funds and
all interest pursuant to section 3.7.                       

(b) the Consideration Securities.                           

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 SCHEDULE 3A
 -----------

WARRANTIES
----------

 Warranties given by the Sellers

1.   Accuracy of Recitals and Schedules                                         

     1.1  The  particulars  relating to the Shares and the Assets set out in the
       recitals and the Schedules to this Agreement are true and accurate.

     1.2  All  references  in this  Schedule  to the  Seller  shall be deemed to
          include references to all Sellers and those members of the Group which
          own or control the Assets (whether directly or indirectly,  legally or
beneficially).                                              

CAPITAL                                                                         

2.  Capital                                                                     

     2.1  The Shares are fully paid and are beneficially owned and registered as
          set out in Schedules 1B and 1C free from any  Encumbrance or any claim
to, or Contract to grant, any Encumbrance.                  

     2.2  The DNI Seller is  entitled  to sell and  transfer  the full legal and
          beneficial  ownership of the Shares to the  Purchaser on the terms set
out in this Agreement.                                      

     2.3  DNI has not allotted or issued any share capital other than the shares
shown in Schedules 1B and 1C as being issued.               

     2.4  No Contract has been entered into which requires or may require DNI to
          allot or issue  any  share or loan  capital  and has not  allotted  or
          issued  any  securities  which  are  convertible  into  share  or loan
capital.                                                    

     2.5  DNI has not had any interest, or has at any time. during the period of
          6 years ending on the date of this Agreement had any interest,  in the
         share capital of any body corporate save as specified in Schedule 1C.

     2.6  Other than as specified in Schedule 1C, DNI does not have nor ever has
had, any subsidiary undertakings.                           

     2.7  The information contained in Schedules 1B and 1C is true, complete and
accurate in all material respects.                          

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ASSETS                                                                          

3.   Ownership Of Assets                                                        

     3.1  The Seller or a member of the Group is entitled  to sell and  transfer
          and the Seller is  entitled  to procure  the sale and  transfer of the
          full legal and beneficial  ownership of the Assets to the Purchaser on
the terms set out in this Agreement.                        

     3.2  The Seller has not,  nor has the  relevant  member of the Group parted
          with the ownership, possession or control of, or disposed or agreed to
          dispose of, or granted or agreed to grant any right of  pre-emption in
          respect of its estate or interest in any of the Assets or any material
portion of any copy of the Customer database .              

     3.3  None of the Assets is subject to any encumbrance  (including,  without
          limitation any debenture,  mortgage,  charge,  lien, deposit by way of
          security,  bill of sale,  lease,  hire-purchase,  credit-sale or other
          agreement  for  payment  on  deferred   terms,   option  or  right  of
          pre-emption)  or any  agreement of commitment to give or create any of
the foregoing.                                              

     3.4  The Assets  comprise  all the  material  assets  used by RE and DNI to
          produce the 2005 PBT and since 1 January 2005 no such assets have been
   transferred from RE and DNI to a third party or retained by RE.

4.   Intellectual Property Rights                                               

     4.1  All  Intellectual  Property  Rights  (to the extent  that they  exist)
          subsisting  in the assets  listed in  paragraphs 2 and 4 of Part I and
          all of Part II of Schedule 1A are  legally and  beneficially  owned by
          Seller free from any Encumbrance  (other than as specified in relation
to the New Zealand trade marks specified in Schedule 1A)..  

     4.2  The Sellers have not received:  (a) notice in writing; or (b) a formal
          notice in the last 6 months  other  than in  writing;  that any of the
          Intellectual   Property   Rights  (to  the  extent  that  they  exist)
          subsisting  in the assets  listed in  paragraphs 2 and 4 of Part I and
          all  of  Part  II  of  Schedule  1A  are  not  valid,  subsisting  and
          enforceable.  In respect of such Intellectual  Property Rights, as far
          as the Sellers are aware,  without  having made  enquiry,  all renewal
fees have been duly paid.                                   

     4.3  In respect of the Domain  Names  listed in  paragraph  2 of Part II of
          Schedule 1A there are and have been no: (a) claim in writing;  nor (b)
          formal claim in the last 6 months other than in writing, notified by a
          third party to the  Sellers,  and as far as the Sellers are aware none
          are pending or threatened or will arise, impugning the title, validity
          or  enforceability  of those URL or claiming  any right or interest in
such URL.                                                   

     4.4  No Contract or consent in respect of any of the Intellectual  Property
          Rights (to the extent that they exist) subsisting in the assets listed
          in  paragraphs 2 and 4 of Part I and all of Part II of Schedule 1A has

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          been entered into or given by the Seller or any member of the Seller's
          Group in  favour  of any third  party  and so far as the  Sellers  are
          aware,  but without  having made  enquiry,  neither the Seller nor any
          member of the  Seller's  Group is  obliged  to enter into or grant any
such Contract or consent.                                   

          4.4.1 As far as the Sellers are aware,  but  without  making  enquiry,
               there  is,  and has been,  no  infringement  of any  Intellectual
           Property Rights held by the Sellers in respect of the Assets.

          4.4.2 No: (a) claim in  writing;  nor (b)  formal  claim in the last 6
               months  other than in writing;  has been  received by the Sellers
               alleging an infringement of the Intellectual Property Rights of a
third party.                                      

     4.5  Complete and accurate copies of all licences,  sub-licences  and other
          agreements  whereby the Seller or any member of the Seller's  Group is
          licensed or  otherwise  authorised  to use the  Intellectual  Property
          Rights of a third  party or  whereby  the  Seller or any member of the
          Seller's Group  licenses or otherwise  authorises a third party to use
          Intellectual  Property  Rights  used in or held in  relation to RE are
          attached to the  Disclosure  Letter.  So far as the Sellers are aware,
          all of them are in full force and  effect,  no written  notice  having
          been given to  terminate  them,  and all material  obligations  of all
          parties  in respect of them have been  complied  with in all  material
     respects and no material disputes have arisen in respect of them.

5.   Capacity and Consequences of Sale                                          

     5.1  The Seller has the  requisite  power and  authority  to enter into and
perform this Agreement.                                     

     5.2  Save in relation to the  substitution as the contracting  party of the
          Seller or the relevant  member of the Seller's Group by the Purchaser,
          so far as the  Sellers  are aware,  compliance  with the terms of this
Agreement does not and will not:                            

      (a)  conflict with or constitute a default under any provision of:

               (i)  any  agreement  or  instrument  to which  the  Seller or any
member of the Group is a party; or      

               (ii) the  Seller's  or any member of the  Group's  memorandum  or
articles of association; or             

               (iii) any loan to or mortgage created by the Seller or any member
                    of the Group or any lien,  lease,  order,  judgment,  award,
                    injunction,  decree,  ordinance or  regulation  or any other
                    restriction  of any kind or  character  to which  any of the
                    Assets is  subject  or by which the  Seller or any member of
the Group is bound;                     

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          (b)  relieve  any other  party to a  contract  with the  Seller or any
               member  of  the  Seller's  Group  in  relation  to  such  party's
               obligations  or enable it to vary or  terminate  its  obligations
under that contract;                              

          (c)  result   in  the   creation,   imposition,   crystallisation   or
               enforcement  of  any  Encumbrance  of  any  nature  on any of the
Assets;                                           

          (d)  result in any present or future indebtedness of the Seller or any
               member of the Group becoming due and payable, or capable of being
               declared due and payable, prior to its stated maturity date or in
               any financial  facility of any of the Seller or any member of the
Group being withdrawn;                            

6.   Seller's Other Interests                                                   

     Neither the Sellers nor any member of the Group,  nor as far as the Sellers
     are  aware,  any  Connected  Person  of the  Sellers,  has any ,  direct or
     indirect interest in any business which directly competes with the business
     of the supply of online  Casino,  online  Poker,  online  Sportsbetting  or
online Horseracing carried on by RE.                                  

7.   Licences and Consents                                                      

     The Seller has all licences,  consents,  authorisations,  orders, warrants,
     confirmations,   permissions,   certificates,   approvals  and  authorities
     necessary for  conducting the RE business in Antigua and Barbuda and in the
     manner in which the RE business  is now  conducted  ("Licences").  All such
     Licences  (copies of which are  enclosed  with the  Disclosure  Letter) are
     valid and subsisting and have been complied with in all material  respects.
     To the best of the knowledge,  information and belief of the Sellers, there
     is no investigation, enquiry or proceeding outstanding which will result in
     the suspension, cancellation, material modification or revocation of any of
     the  Licences.  So far as the Sellers are aware none of such  Licences  has
     been breached in any material particular or suspended,  cancelled, refused,
modified or revoked.                                                  

ACCOUNTS AND RECORDS                                                            

8.   Accounts                                                                   

     8.1  For  the  purpose  of  this  paragraph  "Accounting  Standards"  means
International Financial Reporting Standards.                

    8.2  The Accounts (copies of which are attached to the Disclosure Letter):

          (a)  will  have been  prepared  and  audited  in  accordance  with the
               historical  cost  convention,  and in accordance  with Accounting
Standards; and                                    

          (b)  will give a true and fair view of the  financial  position of DNI
               and  RE  as at  the  Accounts  Date  and  the  results  of  their
          operations and cashflow for the six month period then ended.

9.   Books and Records                                                          

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     The  Seller's  accounting  records,  books,  ledgers,  and other  financial
     records  relating to DNI and RE are up to date and contain accurate details
of all transactions relating to RE and DNI.                           

10.  Position since Accounts Date                                               

10.1 Since the Accounts Date:                                         

          (a)  the  business  of RE has been  carried  on in a normal and proper
               manner and in the same manner  (including nature and scope) as in
the 12 months preceding the Accounts Date;        

          (b)  there has been no material  adverse  change in the  financial  or
               trading  position of RE including any material  adverse change in
               respect  of   turnover,   profits,   margins  of   profitability,
               liabilities   (actual  or  contingent)  or  expenses  (direct  or
indirect); and                                    

          (c)  neither the Seller nor any member of the Group has  entered  into
               any unusual  contract or  commitment  in relation to the business
               carried  on  by  RE,  including,   without  limitation,   capital
               expenditure,  or  otherwise  departed  from its normal  course of
trading;                                          

          (d)  the Seller has and each member of the Seller's Group has paid its
               creditors  relating to the  business  carried on by RE within the
times agreed with them;                           

11.  Insolvency                                                                 

     11.1 No receiver or  administrative  receiver or manager has been appointed
          in respect of the whole or any part of the  assets or  undertaking  of
the Seller or any member of Group (including the Assets).   

     11.2 No  administration  order  has  been  made  and no  petition  has been
          presented  for such an order in respect of the Seller or any member of
the Group.                                                  

     11.3 No meeting has been  convened at which a resolution  will be proposed,
          no resolution  has been passed,  no petition has been presented and no
          order has been made for the  winding-up of the Seller or any member of
          the  Group  or for  the  appointment  of any  provisional  liquidator.
          Neither  the  Seller nor any member of the Group has called any formal
or informal meeting of all or any of its creditors.         

     11.4 No distress,  execution or other process has been levied on or applied
          for in  respect  of any asset of the Seller or any member of the Group
(including the Assets).                                     

     11.5 Neither  the  Seller  nor any  member  of the  Group  has  stopped  or
          suspended  payment  of its  debts,  become  unable to pay its debts or
otherwise become insolvent.                                 

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     11.6 No unsatisfied  judgment,  order or award is  outstanding  against the
          Seller or any  member of the Group  and no  written  demand  under any
          insolvency  statute has been made  against the Seller or any member or
          the Group and no  distress or  execution  has been levied on, or other
process commenced against, any part of the Assets.          

     11.7 Neither  the  Seller  nor any  member  of the  Group  and  none of the
          directors  of the Seller nor any member of the Group has  consulted  a
          person qualified to act as an insolvency  practitioner  with a view to
    minimising the potential loss to the creditors of RE's business.

     11.8 In relation to the business of RE and DNI,  neither the Seller nor any
          member of the Group has given or received  any  preference,  in either
          case  within  the  period  of 2  years  ending  on the  date  of  this
Agreement.                                                  

     11.9 No  circumstances  have  arisen  which  entitle any person to take any
          action,  appoint any person,  commence proceedings or obtain any order
of the type mentioned in paragraphs 11.1 to 11.7 above.     

COMMERCIAL AND FINANCIAL                                                        

12.  Contracts and Outstanding Offers                                           

     12.1 So far as it is aware the Seller has and each  member of the Group has
          observed  and  performed  in all  material  respects all the terms and
          conditions  on  its  part  to be  observed  and  performed  under  its
     contracts listed in paragraph 1 of Schedule 1A (the "Contracts").

     12.2 The Purchaser (as successor to the Seller or such member of the Group)
          will not,  as a result  of any  obligation  which  the  Seller or such
          member of the Group has entered  into,  be required  after the date of
          this  Agreement to undertake  any work or supply any goods or services
          relating  to the  business  carried  on by RE and DNI except on normal
          commercial  terms under a Contract  entered into on or before the date
of this Agreement.                                          

     12.3 No offer, tender or the like in respect of the Assets which is capable
          of being converted into an obligation of the Seller or a member of the
          Group  by  an  acceptance  or  other  act  of  some  other  person  is
          outstanding,  except in the ordinary course of conducting the business
carried on by RE or DNI.                                    

12.4 All of the Contracts are on an arm's length basis.               

13.  Material Contracts                                                         

     13.1 So far as the Sellers are aware,  the Seller is not, nor is any member
          of the Group, a party to any material contract or arrangement relating
to the business carried on by RE which:                     

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(a)  the Seller believes may result in a loss; or           

       (b)  involves payment by reference to fluctuations in any index; or

          (c)  is for the supply of goods or services by or to the Seller or any
               member of the Group on terms under which  retrospective or future
               discounts,  price  reductions or other  financial  incentives are
given; or                                         

          (d)  is a guarantee,  indemnity,  surety or form of comfort in respect
               of the obligations of a third party, under which any liability or
contingent liability is outstanding; or           

          (e)  is for the provision of management or similar  services and which
               is not  terminable  on less than  three  months'  notice  without
compensation; or                                  

       (f)  is dependent on the guarantee or security of any other person.

14.  Agencies, Etc.                                                             

     14.1 The Seller is not,  nor is any member of the Group in  relation to the
business carried on by RE, a party to:                      

          (a)  any agreement or arrangement which restricts its freedom to carry
               on the  whole  or any part of the  business  of RE and DNI in any
               part of the world or to use or exploit  any of the Assets in such
manner as it thinks fit; or                       

          (b)  any hire purchase, conditional sale, credit sale, leasing, hiring
or similar arrangements.                          

15.  Business Names                                                             

     RE  does  not  carry  on  its  business   under  a  name  other  than  Real
     Entertainments Real Entertainment Ltd or  Sportsbetting.com,  RaceBook.com,
     Win4real.com,  Sexbet.com,  or under any of the Domain Names and,  -Sellers
     have not  received  any  notification  in  writing of a claim  which  might
     prevent RE from  continuing to carry on its business  under such names were
it to continue owning those assets.                                   

16.  Vulnerable Antecedent Transactions                                         

     Neither the Seller nor any member of the Seller's Group has been party to a
     transaction pursuant to or as a result of which any of the Assets is liable
     to be transferred or re-transferred to another person or which gives or may
     give rise to a right of  compensation or other payment in favour of another
person.                                                               

17.  Litigation and Defaults                                                    

     17.1 Neither  the  Seller  nor any  member of the Group is  engaged  in any
          civil,  criminal,  tribunal,  administrative,   arbitration  or  other
          proceedings  affecting  the  business  of RE or  DNI as  plaintiff  or

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          defendant except as plaintiff for collection of debts not exceeding an
          aggregate of $20,000 and so far as the Sellers are aware,  but without
          having  made  enquiry,  there  are  no  such  proceedings  pending  or
   threatened by or against the Seller or any member of the Group.

     17.2 So far as the Seller is aware there has not been any material  default
          by the  Seller  or any  member of the Group  under  any  agreement  or
          arrangement to which it is a party in relation to the business carried
          on by RE and no claim of any such  material  default has been made and
is outstanding.                                             

     17.3 So far as the Sellers are aware,  but without making enquiry,  neither
          the  Seller  nor  any  member  of  the  Group  is the  subject  of any
          investigation,  inquiry or  enforcement  proceedings or process by any
          governmental,  administrative  or  regulatory  body in relation to the
business of RE and DNI.                                     

EMPLOYMENT                                                                      

18.  Employees                                                                  

No employees are employed in RE and DNI has no employees.             

19.  Pensions                                                                   

Neither RE nor DNI has any pension schemes or pension obligations.    

CORPORATE                                                                       

20.  Company Law Matters                                                        

     20.1 Compliance  has been made with all legal  requirements  in  connection
          with  the  formation  of DNI and all  issues  and  grants  of  shares,
debentures, notes, mortgages or other securities of DNI.    

     20.2 The copy of the memorandum and articles of association of DNI attached
          to the Disclosure  Letter is true and complete.  Each Group Member has
          at all times  carried on its  business  and affairs in all respects in
          accordance  with its memorandum  and articles of  association  and all
such resolutions and agreements.                            

     20.3 All returns, particulars,  resolutions and other documents required to
          be filed with or  delivered  to the  relevant  authority in Antigua by
          each  Group  Member or any of its  officers  have been  correctly  and
          properly  prepared and so filed and  delivered,  and no such  returns,
          particulars,  resolutions  or other  documents  have  been so filed or
          delivered  during  the  period  of 14 days  ending on the date of this
Agreement.                                                  

     20.4 The statutory books (including all registers and minute books) of each
          Group  Member have been  properly  kept and  contain an  accurate  and
          complete  record of the  matters  which  should be dealt with in those
          books and no notice or  allegation  that any of them is  incorrect  or
should be rectified has been received. 1.1                  

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 SCHEDULE 3B
 -----------

 SELLER TAX WARRANTIES
 ---------------------

1.       DNI has paid all taxes duties and other imposts due and required to be 
paid by the relevant tax authorities in Antigua.              

2.       As far as the Seller is aware, but without having made enquiry DNI does
        not have a permanent establishment or business presence in any part of
the world other than Antigua.                                 

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 SCHEDULE 3C
 -----------

PURCHASER'S WARRANTIES
----------------------

1.   The audited balance sheets and profit and loss accounts of World Gaming plc
     and its Subsidiaries,  consolidated  where applicable,  (the "WG Accounts")
     for the year ended 31 December  2004 (the  "Balance  Sheet Date") have been
     properly  prepared  on a  consistent  basis in  accordance  with  generally
     accepted  accounting  principles,  standards and practices so as to give at
     the Balance Sheet Date a true and fair view of the then state of affairs of
     World  Gaming plc and its  Subsidiaries  and of their profit and losses for
the period ended on that date.                                        

2.   The WG Accounts contain either provisions adequate to cover, or particulars
     and notes of, all  liabilities  (whether  quantified or contingent) and all
     capital  commitments  of the World Gaming plc and its  Subsidiaries  at the
Balance Sheet Date.                                                   

3.   Since the Balance Sheet Date:                                              

     3.1  World Gaming plc and its Subsidiaries have carried on their respective
businesses in the normal and proper course;                 

     3.2  there has been no material  adverse change in the financial or trading
         position or prospects of World Gaming plc or any of its Subsidiaries;

     3.3  neither World Gaming plc nor any of its  Subsidiaries has entered into
          a  contract  or  commitment  otherwise  than in the  normal  course of
business; and                                               

     3.4  no dividends or other  distributions have been declared,  made or paid
by World Gaming plc.                                        

4.   World  Gaming  plc and its  Subsidiaries  have  good  title to all of their
     assets as shown in the WG Accounts, subject only to disposals in the normal
course of business.                                                   

5.   No order has been made,  petition  presented or  resolution  passed for the
     winding up of World  Gaming plc or any of its  Subsidiaries;  no  distress,
     execution or other  process have been levied in respect of World Gaming plc
     or any of its  Subsidiaries  during  the past  three  years;  there  are no
     outstanding or  unsatisfied  judgments or Court orders against World Gaming
     plc or any of its Subsidiaries; and there has been no material delay by the
     World  Gaming  plc  or  any of its  Subsidiaries  in the  discharge  of any
monetary obligation due to be discharged by it.                       

6.   Neither World Gaming plc nor any of its  Subsidiaries nor a person for whom
     any of them is or may be liable, vicariously or otherwise, is engaged in or
     affected by criminal or civil litigation or arbitration  proceedings which,
     individually  or  collectively,  are  or  are  likely  to  be  of  material
     importance,  and no  proceedings  are,  to  the  best  of  the  Purchaser's
knowledge and belief, threatened or pending.                          

7.   There are no material facts or circumstances  known or which, on reasonable
     enquiry,  would be known to World  Gaming plc which,  if  disclosed  to the
     Sellers,  might have influenced  them in determining  whether to accept the
     allotment  of shares of World  Gaming plc in  satisfaction  of the whole or
part of the consideration for the Shares and the Assets.              

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8.   The  Purchaser is not aware of any reason for the  significant  increase in
     the  published  price for shares in the capital of World  Gaming since June
2005.                                                                 

9.   So  far  as it  is  aware,  the  Purchaser  holds  all  necessary  permits,
     authorisations, licences and consents to enable it to carry on its business
     as a software  licensor in all parts of the world where such businesses are
conducted.                                                            

10.  So far as it is aware,  the  Purchaser has not, in carrying on its business
    activities, infringed the intellectual property rights of any third party.

11.  Neither the Purchaser nor any of its  Subsidiaries is engaged in any civil,
     criminal,  tribunal,  administrative,   arbitration  or  other  proceedings
     affecting  its business as plaintiff or defendant  except as plaintiff  for
     collection of debts not  exceeding an aggregate of $200,000,  and there are
     no such  proceedings  pending or  threatened by or against the Purchaser or
any of its Subsidiaries.                                              

12.  So far as the  Purchaser  is  aware  there  has not  been  any  default  by
     Purchaser or any of its Subsidiaries  under any agreement or arrangement to
     which it is a party and which is material in relation to its  business  and
     no  material  written  claim  of any  such  default  has  been  made and is
outstanding.                                                          

13.  So far as the  Purchaser  is aware,  neither the  Purchaser  nor any of its
     Subsidiaries  is the subject of any  investigation,  inquiry or enforcement
     proceedings or process by any  governmental,  administrative  or regulatory
body in relation to its business.                                     

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SCHEDULE 4
----------

 SELLERS' PROTECTION
 -------------------

1.   General                                                                    

1.1 The  provisions  in this  Schedule 4 shall operate to limit the liability of
the Sellers to the Purchaser  under the  Warranties,  and  otherwise  under this
Agreement  and to establish  certain  procedures  for dealings with claims under
this Agreement in relation to the Warranties and otherwise.                     

1.2 In this  Schedule  "Claim"  means a claim  against  the  Sellers  under  the
Warranties,  each of which specifies in reasonable detail the matter giving rise
to the claim,  (together with fully supporting  documentation  relating thereto)
the  nature of the claim and to the  extent  reasonably  practicable  the amount
claimed,  and including an opinion of counsel of at least 10 years standing that
such  claim  has a  reasonable  prospect  of  success  and is not  frivolous  or
vexatious.                                                                      

1.3 Right of Set-Off                                                            

     (a) The Sellers  shall have no  liability  for a Claim  unless they receive
from the  Purchaser  written  notice of the Claim in which  event if the Sellers
accept the Claim they will  satisfy it or dispute the Claim in  accordance  with
the provisions of this Schedule.                                                

     In the event of a dispute  pursuant to this Section  such dispute  shall be
resolved by reference to and in accordance  with the provisions of Paragraph 2.2
below.                                                                          

     (b) If,  prior to the date at which any  Additional  Consideration  becomes
payable,  the Purchaser  shall have given notice to the Sellers of a Claim,  the
Purchaser shall be entitled to deduct from the aggregate  amount  otherwise then
payable to the Sellers of the Additional Consideration a sum equal to the amount
of the Claim as  aforesaid.  Any amount  deducted from any payment of Additional
Consideration  pursuant to this  paragraph  1.3(b) shall be paid into the Escrow
Account, until such Claim has been settled between the Purchaser and the Sellers
or  otherwise   determined  (and  "settled"  and  "determined"  shall  have  the
respective  meanings  ascribed  thereto  in this  Schedule  4) to be held by the
Solicitors on the terms set out in Schedule 6 .                                 

     (c) In the event that the amount of a Claim exceeds any individual proposed
Additional  Consideration  payment  the  balance  may be set-off in the same way
against the next Additional Consideration payments (if any).                    

     (d) The parties shall confirm in writing to the Sellers' Solicitors and the
Purchaser's  Solicitors  immediately upon the settlement or determination of any
such dispute with respect to a Claim and to whom the amount is payable.         

2. Settlement or Determination of Claim;  Time Limit;  Maximum and Minimum claim
amounts                                                                         

2.1 Subject to the remaining  provisions of this Schedule 4, any Claim which has
become due and payable by the Sellers to the Purchaser  hereunder shall be dealt
with by the Purchaser setting-off the amount of the Claim against the Additional
Consideration in accordance with Section 1.3(b) of this Schedule and Schedule 6 

2.2 A Claim  shall be  regarded  as settled,  determined  or  withdrawn  for the
purposes of this Schedule 4 and to the extent that either:                      

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  2.2.1 the Sellers and the Purchaser shall so expressly agree in writing;

     2.2.2 the  Supreme  Court in  England  and Wales has  awarded  judgment  in
respect of the Claim (with no right of appeal); or          

     2.2.3 the Claim has been  withdrawn by the Purchaser or has otherwise  been
          struck out,  discontinued or dismissed (in which case the Claim shall,
          for the purposes of this  Schedule 4 be treated as having been settled
          for no sum and all of the monies paid into the Escrow Account shall be
          payable  to  the  Sellers  in  accordance   with  the  terms  of  this
Agreement).                                                 

2.3  Following  the  settlement  or  determination  of  any  Claim  pursuant  to
     paragraph 2.2. the Purchaser and the Sellers shall give instructions to the
     Sellers'  Solicitors and the Purchaser's  Solicitors that an amount in cash
     equal to (i) the amount paid into the Escrow  Account less (ii) a sum equal
     to the  amount (if any) for which  such  Claim  shall have been  settled or
     determined plus (iii) interest on the aggregate of (i) less (ii) held in or
     accrued in respect of the Escrow Account  Monies shall  immediately be paid
to the Sellers.                                                       

2.4. If any payment is made by the Sellers to the Purchaser under the Warranties
or under this Agreement, it shall be treated as a reduction in the Consideration
under this Agreement.                                                           

2.5 The Sellers shall have no liability in respect of any Claims unless  written
notice of a Claim is served on the Sellers  specifying in reasonable detail and,
to the extent reasonably practicable, the amount and the nature of the Claim and
giving full details of the specific matter in respect of which the Claim is made
no later than:  (a) the first  anniversary  of the Effective  Date in respect of
Warranties  1 to 7 and 12 to 20  inclusive;  and (b) 30 April 2007 in respect of
Warranties 8 to 11 inclusive;  and unless legal  proceedings  in respect of such
Claim are served on the Sellers  within six months after  written  notice of the
Claim has been given to the Sellers.                                            

2.6 Notwithstanding the provisions of this Agreement.                           

     2.6.1 the aggregate liability of the Sellers in respect of all Claims shall
be limited to the sum of $42,000,000 in cash.                                   

     2.6.2 the Sellers  will be under no liability in respect of any Claim where
the amount for which the Sellers  would be liable  under such Claim is less than
$50,000.                                                                        

     2.6.3 the Sellers will be under no liability in respect of any Claim (of or
greater than the amount specified in paragraph 2.4.2) unless the amount of their
liability in respect of such claim is (when  aggregated  with their liability in
respect of any other such claim or claims  made by the  Purchaser)  in excess of
$500,000;                                                                       

3. Actions of the Purchaser                                                     

3.1 The Sellers  shall have no  liability  to the  Purchaser  if the Claim arose
because the Sellers undertook or carried out an act, or omitted to do something,
otherwise than in the ordinary course of business, or at the written request, or

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with the written  consent,  of any member of the Purchaser Group (other than any
Group Company) whether before or after the date of this Agreement.              

3.2 The Sellers shall have no liability to the Purchaser if the claim arose as a
result of any  action  taken by a third  party  which  relates in any way to the
Content  (or any part  thereof)  on the  websites  located  at any of the  URL's
referred  to in  Schedule  1. The  Sellers  shall  not be  liable  for any Claim
asserted by any Customer or local or extra territorial authorities,  [including,
without  limitation,  the Federal  Trade  Commission,]  in  connection  with the
transfer by Sellers of Customer  Data to  Purchasers  if conducted in accordance
with Purchaser's  reasonable  instructions.  Purchasers shall indemnify and hold
harmless  Sellers and each member of Sellers' Group from any Claim in connection
with  Purchasers  acts or  omissions  with  respect to  Customer  Data.  In such
connection, (i) Seller shall provide Purchaser with prompt written notice of the
assertion of any such Claim and Purchaser  shall have the authority and power to
control the defense and/or settlement thereof, subject to the right of Seller to
participate  in any such  proceeding  at its own expense with counsel of its own
choosing,  and (ii) Seller shall not agree to the  settlement of any such claim,
action or  proceeding  without the prior  written  consent of  Purchaser,  which
consent shall not be unreasonably withheld.                                     

4. Changes in the Law                                                           

The Sellers shall have no liability whatsoever in respect of any Claim          

4.1 to the extent that the Claim would not have arisen or not been increased but
for the passing of, or any change in, after the Effective  Date,  any law, rule,
regulation,  interpretation  of  the  law  or  administrative  practice  of  any
government, governmental department, agency or regulatory body; or              

4.2 to the extent that it arises or is increased as a result of any change after
the Effective Date in the  accounting  bases,  policies or practices  applied in
preparing any accounts after Closing; or                                        

4.3 to the extent that it arises or is  increased  as a result of an increase in
rates of taxation after the Effective Date.                                     

5. Relief / set-offs against the claim                                          

     The  Sellers  shall  have no  liability  for any Claim to the extent of any
corresponding  savings by or net benefit to any member of the Purchaser Group or
DNI or the Assets arising from the transaction giving rise to the Claim.        

6. Satisfaction of claim by other persons/means; insurance                      

6.1  Nothing in this  Schedule 4 shall in any way  restrict or limit the general
obligation  at law of the  Purchaser  or the  business to  mitigate  any loss or
damage which it may suffer in  consequence of any event giving rise to any Claim
under this Agreement.                                                           

6.2 The  Sellers'  liability  in  respect  of a Claim  will  be  reduced  (after
deduction of all reasonable  expenses of recovery) to the extent that it relates
to any loss for  which the  Purchaser  Group or DNI  recovers  any  amount  from
insurance or other indemnity protection.                                        

7. Conduct of claims                                                            

7.1 If the  Purchaser  becomes  aware of any matter  which  might give rise to a
Claim under this Agreement, the following provisions shall apply:-              

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7.1.1 the  Purchaser  shall provide  written  notice of such breach of potential
breach to the Sellers and 30 Business Days to rectify such potential breach;    

7.1.2 if the claim in question is a result of or in  connection  with a claim by
or liability to a third party then,  subject to being paid all reasonable  costs
and  expenses,  the  Purchaser  shall provide to the Sellers and to the Sellers'
professional advisers reasonable access and on reasonable notice to premises and
personnel and to any relevant assets,  documents and records within their power,
possession  or control for the purpose of  investigating  the event and enabling
the Sellers to take such action as is referred to in paragraph 8.1.3 below; and 

7.1.3 the Sellers (at its their own expense) shall be entitled to take copies of
any documents or records and photograph any premises or assets as referred to in
paragraph 8.1.2 below;                                                          

7.2.1 If the claim in question is a result of or in  connection  with a claim by
or liability to a third party then the Sellers shall, at their own expense, have
the  conduct  of the  matter  which is the  subject  of the  Claim and shall act
reasonably in such conduct,  taking into account the interests of the Purchaser;
the  Purchaser  agrees not to make any  admission of  liability,  agreement,  or
compromise  with any person,  body or authority in relation to the Claim without
the prior approval in writing of the Sellers ;                                  

7.2.2 the Purchaser shall be kept reasonably  informed of all matters pertaining
to a Claim and shall be entitled to see copies of all related correspondence and
notes or other written records of telephone conversations or meetings;          

7.2.3  all  written  communications  pertaining  to a  Claim  which  are  to  be
transmitted to any statutory or governmental  authority or body whatsoever shall
be copied to the Purchaser;                                                     

7.2.4 no admission of liability  shall be made by or on behalf of the  Purchaser
and the claim  shall not be  compromised,  disposed  of or settled  without  the
written consent of the Purchaser.                                               

7.2.5 The Sellers and the Purchaser  shall,  and shall procure that all of their
agents, if any shall, keep confidential all information which they receive about
the Group, and/or the Purchaser or their affairs or business as a result of this
paragraph 7.                                                                    

8. Recovery from other persons                                                  

8.1 If at any time the  Sellers  have paid an amount in  discharge  of any Claim
under this Agreement and the Purchaser  subsequently becomes entitled to recover
from some other person (including without  limitation,  any insurers) any sum in
respect of any Claim then the Purchaser shall:                                  

8.1.1 undertake all appropriate steps to enforce or procure such recovery; and  

8.1.2 as soon as reasonably  practicable supply all information which relates to
such recovery to the Sellers including  reasonable details of any steps taken to
enforce or procure such recovery and copies of all relevant  correspondence  and
documents relating to the same; and                                             

8.1.3  account to the  Sellers in  respect  of any  amount so  recovered  (after
deduction of all costs and expenses of the recovery reasonably incurred and less
any Tax  liability  of the  Purchaser  or the  business in respect of the amount
recovered,) within 10 Business Days of making such recovery.                    

8.2 The  Sellers  shall not be liable in  respect of any Claim to the extent the
Purchaser  has  recovered  from a third  party a sum which is  referable  to the
subject  matter of the Claim has been made good or is  otherwise  paid for at no
cost whatsoever to the Purchaser.                                               

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9. Miscellaneous                                                                

9.1 The Purchaser  shall not be entitled to recover more than once in respect of
one event giving rise to a Claim.                                               

9.2 No Claim shall arise in respect of Taxation matters under the Warranties.   

9.3 The  Purchaser  undertakes to retain or to procure the retention of all such
books, records, accounts, correspondence and other papers relating to DNI and to
the Assets as are likely to be material in the context of the  liability  of the
Sellers under the  Warranties or this  Agreement  during the  subsistence of the
liability of the Sellers under the Warranties or this Agreement (as the case may
be).                                                                            

9.4 If any dispute  arises  between the parties with respect to paragraph 9.1 of
this Schedule 4 then the provisions of Schedule 6 shall apply.                  

9.5 The  provisions  of this Schedule 4 shall not apply to the Sellers where any
Claim  which  arises or is  increased,  or to the  extent  which it arises or is
increased,  as the  consequence  of, or which is  delayed  as a result of fraud,
wilful misconduct or wilful  concealment by the Sellers or any officer of any of
the Sellers.                                                                    

9.6 If any  potential  claim  shall  arise by  reason  of a  liability  which is
contingent  only, then the Sellers shall not be under any obligation to make any
payment in respect of such  claim  until such time as the  contingent  liability
ceases to be contingent and becomes actual.                                     

9.7 The  Purchaser  confirms to the Sellers  that it is not aware at the date of
this Agreement,  after  discussion  with its accountants and solicitors,  of any
matter or thing  which in its  reasonable  opinion  will or may give rise to any
Claim.                                                                          

9.8 The Purchaser  shall not be entitled to assign the  Warranties and shall not
be taken to hold the benefit of the  Warranties  for its  successors in title to
the Shares or the Assets.                                                       

9.9 A person which is not a party to this Agreement  (other than a member of the
Purchaser Group) has no right under the Contracts  (Rights of Third Parties) Act
1999 to enforce any of its terms but this does not affect the rights or remedies
of a third party which exist or are available apart from that Act.              

9.10 The  Sellers  shall not be liable for a claim  under the  Warranties  which
would not have arisen but for anything occurring after Closing.                 

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SCHEDULE 5
----------

RESTRICTIONS FOLLOWING ADMISSION
--------------------------------

For the avoidance of doubt, none of the restrictions  contained in this Schedule
5 shall apply to any  Consideration  Securities which the Sellers choose to sell
or  otherwise  dispose of to satisfy a Claim,  save that the Sellers will at all
times comply with the provisions of Section 5 of this Schedule).                

1.   Restrictions:                                                    

     The Sellers agree with the Purchaser  that, save as provided in paragraph 2
     of  these  restrictions  or  otherwise  provided  via  written  consent  by
     Purchaser or Purchaser's  Nominated Broker (the "Restrictions") , they will
     not sell, transfer, charge, pledge or otherwise dispose or agree to dispose
of any of the Consideration Securities provided that:                 

          (a)  such  restrictions  shall apply to all  Consideration  Securities
               issued to the Sellers pursuant to the terms of this Agreement for
   a period of twelve months from the Effective Date and

          (b)  all  Consideration  Securities  issued to the Sellers pursuant to
               the terms of this Agreement shall,  after the expiry of the first
               anniversary   of  the   Effective   Date,  be  without  the  sale
               restrictions  above;  however,  any sales made shall be  effected
               through Purchaser's  nominated broker and with the consent of the
               Purchaser's  provided  that the  price  and  brokers'  commission
               applicable to the disposal are overall on terms such that the net
               proceeds  to be  received  by the  Sellers  in  respect  of  such
               disposal are not less than the proceeds that would be received by
               the Seller based on market  terms  quoted by any other  reputable
               stockbroker  or  dealer  in  securities  in  respect  of the same
               disposal  as  identified  to the  nominated  broker (who shall be
               notified of the  proposed  disposal in advance and given 24 hours
               within which to match such  terms),  which  consent  shall not be
unreasonably withheld;                            

2.   For the avoidance of doubt:                                      

          (a)  all of the Restrictions shall cease to apply to any Consideration
Shares which are disposed of; and                 

          (b)  all of the Restrictions  shall cease to apply after the expiry of
24 months from the date Effective Date.           

3.   Voting Restrictions.                                             

      Subject always to Section 6.3. of the Agreement, until the expiry of
      two years from the Effective Date the Seller shall accept the voting
       directions imposed by the Purchaser's nominated broker in relation to
        any World Gaming shareholder resolutions concerning the composition of
the Purchaser's Board                                         

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          (a)  Exclusions:  The  restrictions  contained in paragraph 1 of these
restrictions shall not apply:                     

               (i)  to an acceptance of a general offer for the share capital of
                    the  Purchaser  made in  accordance  with The  City  Code on
                    Takeovers and Mergers (the "City Code") or, in response to a
                    request from the offeror,  the  provisions of an irrevocable
                    undertaking  to accept  such offer or a sale of shares to an
                    offeror  during an offer  period  (within the meaning of the
                    City Code) provided that the acceptance of any such offer is
                    given upon or after such offer  becoming  or being  declared
unconditional; or                       

               (ii) to any  compromise or  arrangement  under Section 425 of the
                    Companies  Act 1985  providing  for the  acquisition  by any
                    person (or group of persons  acting in concert  (within  the
                    meaning  of the  City  Code)  of 50 per  cent or more of the
 equity share capital of the Purchaser; or

               (iii) to any scheme of  reconstruction  under  Section 110 of the
            Insolvency Act 1986 in relation to the Purchaser; or

        (iv) to a sale pursuant to any intervening court order; or

       (v)  to any transfer for tax or estate planning purposes.

          (b)  Furthermore,  in the event that a person  who at the date  hereof
               does not have a  Controlling  Interest  in  World  Gaming,  shall
               obtain such a Controlling Interest, all of the Restrictions shall
immediately cease to apply.                       

4.   Intra-group  Transfers:  The  restrictions  contained in Section 1 of these
     restrictions   shall  not   prevent   any  title  to  or  interest  in  any
     Consideration  Securities being sold,  transferred or otherwise disposed of
     by any corporate  shareholder to its ultimate holding company or any of its
     subsidiary  undertakings,  or to any subsidiary undertaking of its ultimate
holding company provided that:                                        

     any such  transferee  shall  first  agree  with the other  parties  to this
     Agreement to be bound by the restrictions as regards such interests in such
     manner  as may be  reasonably  satisfactory  to the other  parties  to this
Agreement; and                                                        

     in the event that any such  transferee  ceases to be the  ultimate  holding
     company  or a  subsidiary  undertaking  of the  transferor  or of  such  an
     ultimate holding company, any such interest in any Consideration Securities
     will  first be  retransferred  to the  original  transferor,  its  ultimate
     holding  company or any  subsidiary  undertaking  of its  ultimate  holding
company.                                                              

5.   The Sellers agree with the Purchaser that whilst the Restrictions apply the
     sale of any  Consideration  Securities in accordance with the terms of this
Schedule 5 shall:                                                     

     (a)  take place only  following  consultation  (which for the  avoidance of
          doubt  means  reasonable  notice to the  Purchaser  to  ascertain  any
          applicable blackout periods or other applicable restrictions) with the
Purchaser on the form, value and timing of the sale; and    

     (b)  be effected only in accordance  with any  obligations  the Sellers may
have under Rule 21 of the AIM Rules.                        

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SCHEDULE 6
----------

 ESCROW ACCOUNT ARRANGEMENTS
 ---------------------------
CASH COMPONENT
--------------

This  Schedule  6 sets out the  terms on which  the  Sellers  and the  Purchaser
irrevocably  instruct the  Solicitors to control the sums to be paid pursuant to
paragraph  1.3(b)  of  Schedule  4 to this  Agreement  (together  with  interest
accruing  therein  "the  Escrow  Funds") in the Escrow  Account on trust for the
Sellers and the Purchaser.                                                      

1.   The Solicitors shall establish the Escrow Account with Barclays Bank Plc in
     a suitable  tax  efficient  jurisdiction  in their  joint  names at least 2
Business Days prior to Completion.                                    

2.   The  Escrow  Account  shall  be  maintained  as  a  separately   designated
  interest-bearing account and all the Escrow Funds shall be held therein.

3.   The Solicitors shall control the Escrow Funds in the Escrow Account.       

4.   Any payments  from the Escrow  Account  shall be made by the  Solicitors as
     soon as is  reasonably  practicable  after  receipt  by the  Solicitors  of
     written  instructions  in accordance  with this  Agreement from each of the
Sellers and the Purchaser respectively.                               

5.   The Solicitors shall be authorised to make payments from the Escrow Account
     to the Purchaser or the Sellers on receipt of written  notice signed by the
     Sellers and the Purchaser stating that pursuant to Schedule 4, a payment is
     required to be made by the Sellers to the  Purchaser  (or vice versa),  the
     amount  due shall be  transferred  in  accordance  with the  provisions  of
paragraphs 7 or 8 below (as the case may be).                         

6.   The  Solicitors  shall not deal with the Escrow Funds except in  accordance
     with the provisions of this Agreement or with written  instructions  signed
by the Sellers and the Purchaser in accordance with paragraph 5.      

7.   If any payment falls to be made out of the Escrow  Account to the Purchaser
     any payments shall be made to Joelson Wilson & Co to the following account:

         Account Name:              Joelson Wilson & Co - client premium account

Bank:                      Barclays Bank Plc                  

Sort Code:                 20-36-47                           

Account No:                40486655                           

8.   The  Solicitors  shall be  entitled to  withdraw  from the Escrow  Funds an
     amount of tax on any  interest  earned in respect  of the Escrow  Funds for
which they are or may become liable.                                  

9.   The Escrow Funds shall not be used for any other  purpose other than as set
out herein.                                                           

10.  The  Solicitors  shall  not be deemed  to be a  trustee  and shall  have no
obligations save for those set out in this Agreement.                 

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11.  The Solicitors  are authorised and directed to assume without  enquiry that
     any letter, notice or other documents purporting to be given to them by the
     Sellers  or the  Purchaser  has been  duly and  validly  given and has been
signed by a person authorised to do so.                               

12.  The   Solicitors   shall  not  be  liable  for  acting  on  any  statement,
     notification  or  instruction,  direction,  advice  or  opinion  sent by or
     contained in a letter,  notice or other  document  even though the same may
contain some error or may not be authentic.                           

13.  The  Solicitors  may make or authorise the making of any deduction or other
     withholding required by law (including,  without limitation,  in respect of
taxation) from any payment out of the Escrow Account.                 

14.  The Sellers and the Purchaser  hereby agree that neither the Solicitors nor
     their partners, employees and agents shall be liable for any loss or damage
     occurring as a result of any act or omission made by it in good faith or by
     reason of any other matter or thing (save  arising out of fraud on the part
of the Solicitors or its partners, employees or agents).              

15.  If any  notice  or  other  communication  purporting  to  conform  with the
     provisions of this Agreement fails in the reasonable  opinion of one of the
     Solicitors so to conform that Solicitor shall as soon as practicable inform
     the other  Solicitor,  and neither  Solicitor  shall be obliged to take any
     action whatsoever until it either receives a notice or other  communication
     which does so conform or  receives an  instruction  signed on behalf of the
Sellers and Purchaser.                                                

16.  If a Solicitor does so receive conflicting  instructions within the meaning
     of paragraph 15 above and accordingly takes no action,  the Solicitor shall
     not be  responsible  for any loss or expense  incurred  as a result of such
action or inaction.                                                   

17.  Notwithstanding that the Solicitors are not a party to this Agreement,  the
     Solicitors  shall be  entitled  to an  indemnity  from each of the  parties
     hereto in respect of any  liability  incurred  by the  Solicitors  in their
capacity as escrow agent under this Agreement.                        

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SCHEDULE 7
----------

 DISTRIBUTION OF CONSIDERATION
 -----------------------------

 All Consideration Securities to DNI Sellers
1/3 of the Cash Consideration to DNI Sellers
----------------------------------------
 2/3 of the Cash Consideration to RE

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SCHEDULE 8
----------

FORM OF SHARE ESCROW AGREEMENT
------------------------------

     This Escrow  Agreement is made this day of , 2005 by and among World Gaming
plc, a corporation  formed under the United Kingdom ("WG"),  Opunosa  Investment
Inc.,  a  corporation  formed  under the laws of Panama  ("Opunosa")  and Daniel
Stewart & Co., as escrow agent (the "Escrow Agent").                            

R E C I T A L S:

     A. WG and  Opunosa,  among  others,  are  parties  to that  certain  Master
Purchase  Agreement (the "MPA") dated of even date herewith,  pursuant to which,
inter alia, Opunosa will sell to WG and WG will purchase from Opunosa the shares
of DNI Holdings Limited ("DNI").                                                
     B.  Pursuant  to Section 3 of the MPA,  WG will  issue to  Opunosa  certain
Consideration  Securities subsequent to the Closing as consideration for the its
acquisition of the shares of DNI (the "DNI Shares") at Closing, which be held in
escrow by the Escrow Agent until such time as the  conditions  for their release
to Opunosa have been fulfilled.                                                 
     C. Capitalized terms used herein and not defined herein are used as defined
in the MPA.                                                                     

     In  consideration  of the mutual  covenants,  conditions and agreements set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed as follows:   

1.   Establishment of Escrow.                                                   
     1.1 Once each month from  November 2005 to January 2006 on the dates stated
in the MPA,  certain  Consideration  Securities,  the  number of which  shall be
determined  in  accordance  with the  provisions  of Section 3.4 of the MPA (the
"Second  Payment  Escrow  Shares"),  shall be  issued  and  deposited  by WG and
delivered into a share escrow  account (the "Escrow  Account") to be opened with
the Escrow Agent.                                                               
     1.2 In January 2006 certain Consideration  Securities,  the number of which
shall be determined in accordance  with the provisions of Section 3.5 of the MPA
(the "Third  Payment Escrow  Shares"),  shall be issued by WG and delivered into
the Escrow Account.                                                             
     1.3 The Second  Payment  Escrow  Shares  and Third  Payment  Escrow  Shares
(together the "Escrow Shares") shall be known herein as the Escrow Shares.      

2.   Distribution of the Escrow Shares.                                         
     2.1 General.  The Escrow  Agent shall hold the Escrow  Shares in the Escrow
Account  until such time as they are to be released in  accordance  with Section
2.2 hereof.  The Escrow Agent hereby agrees to carry out the  provisions of this
Escrow Agreement.                                                               

2.2 Release Requirements.                                             
          2.2.1 Subject  always to the  provisions  of Clause 2.2.3,  the Escrow
     Agent shall release the Second  Payment  Escrow  Shares in accordance  with
clause 4.3 under the MPA and deliver them to Opunosa.                 
          2.2.2 Subject always to the provisions of Clause 2.2.3, and subject to
     there being no outstanding  Claims under the  Warranties,  the Escrow Agent
     shall  release the Third Payment  Escrow Shares not used to satisfy  Claims
     under the  Warranties in  accordance  with the terms of the MPA and deliver
them to Opunosa.                                                      
          2.2.3  The  Escrow  Agent  shall  not sell any  Escrow  Shares  nor be
     required  to take any action in respect of any or all of the Escrow  Shares
unless it receives one of the following:                              
 (a) a written instruction executed by both WG and Opunosa; or
          (b) the final  order of a Court of  competent  jurisdiction;  (each an
"Instructing Document").                                              

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          2.2.4 If the Escrow Agent  receives an  Instructing  Document it shall
     comply strictly with any instructions  contained therein provided it is not
     prevented from doing so in accordance  with any law or regulation and if so
     prevented, shall promptly notify Opunusa in writing. The Escrow Agent shall
     not be concerned  with the  application  of any Escrow Shares other than to
act as set out in any Instructing Document.                           
          2.2.5 If the Escrow Agent  reasonably  believes that the  instructions
     set out in any  Instructing  Document  are not clear and  unambiguous,  the
     Escrow Agent in its  discretion  may suspend taking any action until it has
     received   instructions   which  it  reasonably   believes  are  clear  and
     unambiguous.  The Escrow  Agent shall have no liability to any party in the
     event it  suspends  taking  action as set out in this  Clause  2.2.5 and it
     shall not be the responsibility of the Escrow Agent to determine whether or
     not there are any  outstanding  Claims under the  Warranties and the Escrow
     Agent  shall have no  liability  to any party in the event that it releases
     any Escrow Shares in circumstances where there are outstanding Claims under
     the  Warranties  provided  always  that it  complied  with the terms of the
relevant Instructing Document when so doing.                          

3.   The Shares.                                                                
     3.1  Dividends,  Etc. Upon issuance of any Escrow Shares but effective from
the  Closing  Date,  Opunosa  shall have the right to receive  any and all bonus
rights, cash dividends,  interest and premiums declared and paid between Closing
and such  release on the  Escrow  Shares and upon  issuance  and  subject to any
voting  restrictions  specified  in the MPA,  the right to  exercise  all voting
rights available to other holders of WG ordinary shares.                        
     3.2 The  beneficial  interest in the Escrow Shares belong to Opunosa and it
shall be entitled to direct the Escrow Agent as to how any votes or other rights
deriving  from them shall be  exercised  and the Escrow  Agent shall comply with
such  directions,  except that the Escrow  Agent shall not dispose of the Escrow
Shares otherwise than in accordance with this Agreement.                        
     3.3 Compliance  with  Regulations.  WG shall procure that the allotment and
issuance of the Escrow  Shares  pursuant to this Escrow  Agreement  shall in all
respects  comply with all relevant  statutory  provisions,  the  Memorandum  and
Articles of Association of WG and the AIM Rules. The Escrow Shares, once issued,
shall be subject to the restrictions set forth in Schedule 5 to the MPA.        

4.   Escrow Agent.                                                              
     4.1 The Escrow  Agent shall not in any way be bound or affected by a notice
of modification or cancellation of this Escrow  Agreement  unless notice thereof
is given to the Escrow Agent and executed by both WG and Opunosa,  nor shall the
Escrow  Agent  be  bound  by any  modification  of its  rights  and  obligations
hereunder  unless the same shall be consented to by the Escrow Agent in writing.
The Escrow  Agent shall be entitled  to rely upon any  judgment,  certification,
demand or other  writing  delivered  to it  pursuant  to this  Escrow  Agreement
without being required to determine the  authenticity  or the correctness of any
facts stated therein,  the propriety or validity of the service thereof,  or the
jurisdiction of the court issuing any judgment.                                 
     4.2 The Escrow Agent shall not be under any duty to give the property  held
by it hereunder any greater care than it gives its own similar property.        
     4.3 The Escrow Agent may act in reliance  upon any  instrument or signature
believed by it in its  reasonable  judgment  to be  genuine,  and it may assume,
acting  reasonably,  that any person  purporting  to give any notice or make any
statement in connection  with the provisions  hereof has been duly authorized to
do so.                                                                          
     4.4 The  Escrow  Agent  may act in  reliance  upon  advice  of  counsel  in
reference  to any  matter  connected  herewith,  and shall not be liable for any
mistake of fact or error of  judgment,  or for any acts or omissions of any kind
except  as  such  act or  omission  constitutes  gross  negligence,  intentional
misconduct or fraud on the part of the Escrow Agent.                            
     4.5 Any liability of the Escrow Agent will be limited to the amount of fees
paid hereunder.                                                                 
     4.6 This Escrow  Agreement sets forth  exclusively the duties of the Escrow
Agent with respect to any and all matters pertinent hereto.  Except as otherwise
expressly  provided in this Escrow  Agreement,  the Escrow Agent shall not refer
to, and shall not be bound by, the provisions of any other agreement.           

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     4.7 Except  with  respect to claims  based  upon the Escrow  Agent's  gross
negligence,  fraud or intentional  misconduct,  WG and Opunosa shall jointly and
severally  indemnify  and hold harmless the  Indemnified  Persons to the fullest
extent legally possible against all losses, claims, liabilities, costs, charges,
expenses,   actions  or  demands  whatever  or  howsoever   incurred  which  any
Indemnified  Person  may  incur or which  may be made  against  any  Indemnified
Person. For the purposes of this Clause,  "Indemnified Person" shall mean Daniel
Stewart or any subsidiary or holding company of Daniel Stewart or any subsidiary
of such holding company, or any of their respective directors, officers, agents,
advisers and  employees  arising out of or relating to this Escrow  Agreement or
Escrow Agent's performance hereunder,  such indemnification to include all costs
and  expenses  incurred  by the Escrow  Agent,  including,  but not  limited to,
reasonable attorneys' fees and expenses.                                        

     4.8 The Escrow  Agent  shall not be  required  to  institute  or defend any
action  involving  any matters  referred to in this  Escrow  Agreement  or which
affect it or its duties or liabilities under this Escrow Agreement.             

     4.9 The Escrow Agent may resign as such following the giving of thirty (30)
days prior written  notice to WG and Opunosa.  In such event,  the duties of the
Escrow Agent shall terminate  thirty (30) days after the date of such notice (or
such earlier date as may be mutually agreeable), and the Escrow Agent shall then
deliver  the  balance  of the  Escrow  Shares  then  in its  possession  to such
successor  escrow agent as shall be appointed by the parties hereto as evidenced
by a written  notice  filed with the Escrow  Agent.  If the  parties  hereto are
unable to agree upon a  successor  or shall have  failed to appoint a  successor
prior to the  expiration of thirty (30) days following the date of any notice of
resignation  or removal,  then the acting Escrow Agent may petition any court of
competent  jurisdiction for the appointment of a successor escrow agent or other
appropriate relief, and any such resulting appointment shall be binding upon all
the parties hereto.                                                             

     4.10 Upon  termination  of this  Escrow  Agreement,  the  Escrow  Agent may
request   from  any  and  all  of  the  parties  such   additional   assurances,
certificates,   satisfactions,   releases  and/or  other  documents  as  it  may
reasonably deem appropriate to evidence the termination of this Escrow Agreement
and the other  parties  shall  deliver  the same to the Escrow  Agent as soon as
reasonably practicable.                                                         

     4.11 Opunosa acknowledges that Daniel Stewart & Co. is Nominated Advisor to
WG, and that the Escrow Agent's  performance  of its duties  hereunder as Escrow
Agent shall in no way preclude  Daniel  Stewart & Co. from  continuing to act in
that capacity for WG with respect to the terms of the MPA, any related document,
or any other transaction.                                                       

5. Notices. Any notice, direction, request, instruction,  legal process or other
instrument  to be given or served  hereunder  shall be in  writing  and shall be
delivered by courier service to all parties at the following addresses:         

To WG:                                                        
With a copy to:                                               

To Opunosa:                                                   
With a copy to:                                               

To Escrow Agent:                                              
With a copy to:                                               
Any party may change its address by written notice to each of the other parties 
given in the manner specified in this Article 5.                                

6.   Miscellaneous:                                                             
     6.1 The parties agree that this Escrow  Agreement  shall be governed by and
construed in accordance with the laws of England and Wales.                     
     6.2 The  parties  agree  that any  action  concerning  any and all  claims,
disputes or  controversies  arising out of or relating to this Escrow  Agreement
shall only be commenced in England.  The parties further agree to accept service
of any  pleadings  (and such service  shall be valid) if made to the  respective
parties at the addresses and in the manner set forth in Article 5 of this Escrow
Agreement.                                                                      

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     6.3 WG and Opunosa  agree to execute and deliver any and all  documents and
to take such further  action as shall be reasonably  required to effectuate  the
provisions of this Escrow Agreement.                                            
     6.4 This Escrow Agreement contains the entire  understanding of the parties
with respect to the subject  matter  contained  herein and shall not be modified
except by a writing signed by all the parties.                                  
     6.5 This Escrow Agreement shall inure to the benefit of and be binding upon
the parties and their respective successors and assigns.                        
     6.6 This Escrow Agreement may be executed in one or more counterparts,  all
of which when taken together shall comprise one instrument.                     

     IN WITNESS WHEREOF, the parties have executed this Escrow Agreement the day
and year first above written. WORLD GAMING plc                                  

By:     
     Name Printed:
Title:  

               OPUNOSA INVESTMENT INC.

By:     
     Name Printed:
Title:  

            DANIEL STEWART & CO.

By:     
     Name Printed:
Title:  

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 EXHIBIT "A"
 -----------

CLOSING BALANCE SHEET PRO FORMA                                                 
AND NET ASSET POSITION                                                          

                                                                [Download Table]

                                                                           
                                                    Balances    Calculation

                                                    Per         of Net     

                                                    Completion  Asset      

                                                    Balance     Position   

                                                    Sheet                  

                                                    $           $          

Intangible assets                                   x           nil        

Trade and other receivables                                                

       Trade receivables (net of provision for bad                         

       Debts)                                       x           x          

       Other receivables                            x           -          

       Prepayments and accrued income               x           x          

Cash and cash equivalents                                                  

       Cash at bank                                 x           -          

       Cash in escrow accounts (security deposits)  x           x          

       Cash in third party (customer deposits)*     x           x          

       Total Assets                                 x                      

Capital and Reserves                                (x)         -          

Trade and other payables                                                   

       Trade payables                               (x)         (x)        

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                                                                [Download Table]

                                                   
           Other payables                (x)     - 

       Accruals and deferred income  (x)       (x) 

                                     --         -- 

                                     (x)           

NET ASSET POSITION                              (x)
------------------                            -----

*i.e. held by FINCORP PROPIEDADES F.P. S.A. (No. 3-1-101-243760), a company duly
incorporated under the laws of Costa Rica whose registered office is at San     
Pedro, Montes de Oca, Costado Oeste de la Facultad de Derechos, UCR, Edificio   
Equus, 5T0 PISO, Costa Rica                                                     

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                                                                     EXHIBIT B

JOINT FILING AGREEMENT

       In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing on behalf 
of each of them of a statement on Schedule 13D (including amendments thereto)   
with respect to the ordinary shares, par value (pound) .002.                    

It is understood and agreed that each of the parties hereto is
responsible for the timely filing of such statement and any amendments thereto, 
and for the completeness and accuracy of information concerning such party      
contained therein, but such party is not responsible for the completeness and   
accuracy of information concerning the other party unless such party knows or   
has reason to believe that such information is inaccurate.                      

    It is understood and agreed that a copy of this agreement shall be
attached as an exhibit to the statement on Schedule 13D, and any amendments     
thereto, filed on behalf of the parties hereto.                                 

        IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this
22nd day of December, 2005.                                                     

                             OPUNOSA INVESTMENT INC.

                       /s/ Jose E. Silva
                                --------------------------
                          Name:  Jose E. Silva
                      Title: President

                           /s/ Dianeth de Ospino
                                --------------------------
                              Name:  Dianeth de Ospino
                      Title: Secretary

                               VLADIHILL PROPERTIES INC.

                       /s/ Jose E. Silva
                                --------------------------
                          Name:  Jose E. Silva
                      Title: President

                           /s/ Dianeth de Ospino
                                --------------------------
                              Name:  Dianeth de Ospino
                      Title: Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		10/7/06		26
		1/7/06		6
		1/1/06		36
		12/31/05		14		35			20-F,  NT 20-F
Filed on:		12/23/05
		12/22/05		8
		12/14/05		22
		12/13/05		1		6
		10/25/05		16					6-K
		10/21/05		6
		9/30/05		17
		8/2/04		16
		2/4/04		43
		12/18/03		43
		10/1/03		43
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