EMPLOYMENT AGREEMENT



         AGREEMENT made as of the 30th day of December, 2003, by and between

Interactive Systems Worldwide Inc., a Delaware corporation (the "Corporation"),

and Barry Mindes ("Employee").





                              W I T N E S S E T H:





         WHEREAS, the Employee is the founder of the Corporation;





         WHEREAS, the Corporation is in the business of developing, producing,

marketing, licensing and servicing computerized sports wagering and related

systems;





         WHEREAS, the Corporation desires to continue to employ Employee as its

Chief Executive Officer and Chairman of the Board and Employee desires to

continue to serve the Corporation in such capacities; and





         WHEREAS, the Corporation desires to provide certain benefits to the

Employee upon termination of this Agreement, as herein provided.





         NOW, THEREFORE, in consideration of the mutual promises herein

contained, the parties hereto agree as follows:



         1. EMPLOYMENT. Subject to the terms and conditions herein contained,

the Corporation hereby employs Employee as its Chief Executive Officer and

Chairman of the Board and Employee hereby agrees to serve the Corporation in

such capacities.



         2. DUTIES.



            2.1 Employee agrees, during the "Term" (as hereinafter defined), to

devote his full business attention to the business of the Corporation and to

perform such duties of an executive and administrative nature as the Board of

Directors of the Corporation, acting reasonably, shall assign or direct,

consistent with his status and position as Chief Executive Officer and Chairman

of the Board, including, without limitation, such duties as would typically be

performed by persons holding similar positions in other companies.







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            2.2 Employee shall conduct himself at all times in a manner

consistent with his position with the Corporation.



         3. TERM.



            3.1 The term of Employee's employment (the "Term") shall commence on

the date hereof and shall terminate on December 31, 2005; provided that this

Agreement shall be subject to earlier termination only (i) in the event of

Employee's death; (ii) at the option of the Corporation, in the event of

Employee's "disability" (as hereinafter defined) for 90 consecutive working days

or an aggregate of 120 working days during any consecutive six month period

during the Term; (iii) for cause; or (iv) as provided in Sections 3.3, 5.2 or 7.



            3.2 For the purpose of this Agreement, "disability" shall mean any

injury or any physical or mental condition or illness which shall render

Employee unable to perform his duties in accordance with this Agreement.



            3.3 Notwithstanding anything to the contrary herein provided, the

Employee shall have the right to retire from his employment with the Corporation

at any time during the Term by giving the Corporation not less than 60 days

prior written notice. Upon the effective date of Employee's retirement, Employee

shall be entitled to the benefits referred to in Article 6.

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