TRADE NAME AND TRADEMARK AGREEMENT



                  TRADE NAME AND TRADEMARK AGREEMENT ("AGREEMENT"), dated as of

July 3, 2001 (the "EFFECTIVE DATE"), by and among Sun International Hotels

Limited, a company organized under the laws of The Bahamas, Sun International

Investments Limited, a company incorporated under the laws of the British Virgin

Islands, World Leisure Group Limited, a company incorporated under the laws of

the British Virgin Islands (collectively "ASSIGNOR"), and Sun International

Management Limited, a corporation incorporated under the laws of the Switzerland

(or its nominee) ("ASSIGNEE"). References to the Assignor shall include any and

each of them.



WHEREAS, Assignor is the owner of the Logo and the Marks as defined herein.



WHEREAS, Assignee desires to acquire all worldwide right, title and interest in

and to the Marks and any and all goodwill associated with the Marks; and



WHEREAS, pursuant to the Omnibus Agreement, dated as of the date hereof,

between, among others, Assignor and Assignee (the "OMNIBUS AGREEMENT"), the

parties agreed to enter into this Agreement.



DEFINITIONS



"CONTROLLED AFFILIATES"





has the meaning set forth in the Omnibus Agreement, (and references in this

Agreement shall be to all or any of the Controlled Affiliates); PROVIDED,

HOWEVER, with respect to World Leisure Group Limited, Controlled Affiliates

shall include "Affiliates" as such term is defined in the Omnibus Agreement.



"LOGO"





means the stylised "S" logo shown at Schedule 1.





"MARKS"





means the words "SUN" and "SUN INTERNATIONAL" and the Logo, as presently or

previously used by the Assignor, its licensees or its Controlled Affiliates, and

including, without limitation, all unregistered rights and goodwill relating

thereto and including the Registered Marks, in each case only as such marks,

logos or words relate to resort, hotel, casino and gaming (including, without

limitation, online gaming) services.

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                                                                               2





"REGISTERED MARKS"





means all:





(a) registered trademarks, service marks, trade names, logos, designs, and

brands for the Marks together with all goodwill attaching thereto; and



(b) the domain names set forth in Schedule 2 together with any other domain

names registered in the name of or controlled by the Assignor or its Controlled

Affiliates, and used by the Assignor or its Controlled Affiliates in relation to

the Services.



"SERVICES"





means all:





resort, hotel, casino and/or gaming (including, without limitation, on-line

gaming) services.



1          ASSIGNMENT



1.1        NOW, THEREFORE, for good and valuable consideration of L1, the

           receipt and sufficiency of which is hereby acknowledged by the

           Assignor, the Assignor hereby irrevocably sells, transfers, assigns,

           and otherwise conveys, and shall cause its Controlled Affiliates to

           irrevocably sell, transfer, assign and otherwise convey, to the

           Assignee and its successors and assigns, all of the Assignor's and

           the Controlled Affiliates' worldwide right, title and interest in and

           to the following:



(a)        each of the Marks, including without limitation all common law rights

           thereto;





(b)        the goodwill of the Assignor's business and the Assignor's Controlled

           Affiliates' businesses symbolized by and associated with the Marks;

           and





(c)        all rights to proceeds of the foregoing, including, without

           limitation, any existing claims by the Assignor and its Controlled

           Affiliates, for past, present, or future infringement of the Marks

           and the right to sue for past infringements of the Marks.



2          REPRESENTATIONS AND WARRANTIES



The Assignor hereby represents and warrants that:

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                                                                               3





(a)        Except as expressly set forth in Schedule 3, the Assignor and its

           Controlled Affiliates have no written agreements (including, without

           limitation, any license) and no material unwritten agreements

           (including, without limitation, any license) with respect to any of

           the Marks.



(b)        The domain names set forth in Schedule 2 are registered in the name

           of Assignor or its Controlled Affiliates and are the only domain

           names registered by Assignor and its Controlled Affiliates.



(c)        The Assignor and its Controlled Affiliates have not entered into any

           agreements with respect to the use or transfer of the domain names

           set forth on Schedule 2.





(d)        The Assignor has been using the Marks continuously since 1994 in

           relation to resort, hotel, casino and gaming services.





(e)        The Marks are free and clear of all liens, judgments, claims,

           security interests or other encumbrances.





(f)        No litigation is pending and no claim has been made against the

           Assignor or its Controlled Affiliates in the three years prior to the

           date hereof or, to the knowledge of the Assignor or its Controlled

           Affiliates, is threatened, (i) alleging that any of the Marks or the

           use thereof infringes or violates any third party rights, or

           contesting the right of Assignor or its Controlled Affiliates to own,

           use or to sell, license or make available to any third party the

           Marks; or (ii) opposing or attempting to cancel or invalidate any of

           the Marks; and Assignor and its Controlled Affiliates know of no

           basis for any such claim, allegation or litigation.



(g)        Any moral rights vested in individuals in respect of Marks including,

           without limitation, the right to be identified as an author of the

           Logo and the right not to have the Logo subjected to derogatory

           treatment have been legally and irrevocably waived.



2.1        The Assignor makes no representation and gives no assurance or

           warranty that any of the Marks are capable of registration as

           registered trademarks.

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