A Proposal for

                                  649.com Inc.

                           Internet "Lottery" Testing


                                    [GRAPHIC]

                         Prepared for 649.com Inc., by:
                TST Technical Systems Testing North America Inc.
                          Suite 420, 1367 West Broadway
                             Vancouver B.C. v6H 4A7
                               Ph: (604) 873-5833
                              Fax:  (604) 873-1075



                                10 December 1999


<PAGE>
Table  of  Contents

1.     EXECUTIVE  SUMMARY . . . . . . . . . . . . . . . . .          4

2.     OUR  UNDERSTANDING  OF  YOUR  REQUIREMENTS . .  . . .         5
           Overview                                                  5
           Specifications                                            5

3.     TESTING  &  EVALUATION  DETAIL . . . . . . . . . . . .        7
           Server  Evaluation                                        7
           RNG  Testing                                              7
           Artwork  Evaluation                                       8
           Statistical  and  Mathematical  Evaluation                8
           Provision  of  Test  Results  &  Certifications           8
           The  Approach                                             8
           Testing  Methodologies                                    9

4.     OUR  FEES . . .  . . . . . . . . . . . . . . . . . . . .     10
           Fixed  Price  Fee                                        10
           Payment                                                  11
           Time  Period  and  Validity                              11

5.     TIMELINES . . . . . . . . . . . . . . . . . . . . . . . .    12

6.     CUSTOMER  SERVICE  . . . . .  ..  . . . . . . . . . . .      12

7.     ACCEPTANCE  OF  PROPOSAL . . . . . . . . . . . . . . . . .   13



<PAGE>
------
1.  EXECUTIVE  SUMMARY

Technical  Systems  Testing  (TST)  is  an  internationally focused, independent
gaming  evaluation  laboratory  providing evaluation services for the gaming and
information technology industries. TST provides Gaming Product Testing Services,
Development  of  Gaming  Standards  and  Expert  Witness Services to Regulators,
Operators  and the Legal Fraternity in a variety of jurisdictions throughout the
world.  TST  is  an  independent  testing laboratory, ensuring a completely fair
evaluation of Internet and land based games and gaming systems. Furthermore, TST
carries  out  testing  of  a  number  of  Information  Technology  based systems
including  e-commerce  evaluation  and  assessment.

It  is  important to note that TST is committed to developing a long-term active
business  relationship  with  649.com  Inc.  This  will  ensure  that a mutually
beneficial service operates between the two organizations, whereby TST can offer
649.com  Inc.  key  account  status,  which,  ideally,  will lead to a preferred
contract  pricing  agreement,

TST's  personnel  base  includes  qualified  computer  scientists,  engineers,
mathematicians and information systems auditors. TST's staff possesses extensive
experience  in  professional  services covering hardware and software testing of
games  and  gaming  systems.  This  includes integration testing, development of
technical  standards  and  expert  witness  evaluations.

As  a service provider, TST will bring a broad and detailed background knowledge
and  skill  set to 649.com Inc. TST's ISO 9000 accreditation, structured testing
methodologies  and  worldwide  experience  enables  us  to  offer jurisdictional
testing, systems and procedures that are of the highest standard. Our evaluation
will  guarantee  complete  confidence  and  peace  of  mind  that the process is
performed  to  the  highest  level  of  quality  available.


<PAGE>

2.  OUR  UNDERSTANDING  OF  YOUR  REQUIREMENTS

Overview

649.com  Inc  has  contracted  Mindquake  Software  Inc. to provide them with an
interactive Java based solution for a '649-style' lottery game over the Internet
with the server based in Costa Rica. 649.com Inc. is looking for TST to quote on
the  testing  of  the randomness, security and integrity of Mindquake's software
for  both  a  "Pay  for  Play"  and  "Free  Play"  version.

Part  One

TST  will  evaluate  the  'lottery'  software  for  649.com  Inc.  against TST's
'Internet  Gaming  Standards  and  Guidelines  V2.1',  which  will  include  the
following:

*  RNG
*  Communications
*  Events  testing
*  Server  side  testing
*  Artwork
*  Security

Part  Two

Evaluation  of  Internet Gaming/Transaction/Player Tracking System. This will be
specified  in  a  separate  proposal  at  a  later  date.

Specifications

Server  Platform  (to  be  supplied  by  649.com  Inc.)

-  Sun  Solaris  Server  (Unix)

*  Apache  Internet  Server  using  Java  Server  Pages  (JASP)

*  Oracle  Database  8.1.5

*  FTP  program  for  uploading  (Cute  FTP  etc.)


<PAGE>

Client  Platform

Web  based using a standard Web Browser with a Shockwave plug in, no client side
proprietary software to down load. The browser receives HTML and JASP with Flash
Macromedia  or  Shockwave  to  produce  the  images.

RNG

Uses  the  "Secure  Random  Class"  from  the  Java  1.1.8  library.

Game  Action

The user picks 6 unique numbers 1 through 49 and then activates the game to show
balls  falling  into place and to see if the users choice produces a match. Each
game  is a unique event and will cause the RNG to pick 6 numbers 1 through 49 to
match  against  the  user.  If  there  is  an  exact  match  there is an insured
$5,000,000  USD fixed cash prize and $2,000 USD fixed cash prize for 5 out of 49
and  so  on  for  prizes  of  lesser  degrees.

Deliverables

649.com  Inc.  is  looking  for  TST  to  provide a report outlining the testing
performed  and  recommendations. Also, to give a comfort level to their insurers
and  stakeholders into whether or not the 649.com lottery game is secure, random
and  can  be  approved  by  an  independent  third  party  testing  laboratory.

Assumptions  &  Conditions

*  No  games  testing  will  be  conducted  through  TCP/IP connections that are
available  to  the  Internet.

*  649.com Inc. will provide a Sun Server, a client and 649.com system to TST to
conduct  testing  or  access  to  a  secure closed system within TST's Vancouver
Laboratory.

*  649.com  Inc.  will  ensure  that  the  Client  - Server application is fully
operational  with  TST's  laboratory, A RAS link can be established for off site
administration.

*  Transaction and accounting testing may require travel if a direct link cannot
be  established.



<PAGE>
3.  TESTING  &  EVALUATION  DETAIL

An  illustrative  scope  of  the  testing  process  is  detailed  below:

Server  Evaluation

*  Game  Evaluation

-  Artwork
-  Game  Details
-  Game  Control
-  Game  Functionality

*  Security

-  Password
-  System  changes

*  Software  Applications

-  Code  read

*  Communications

-  Security
-  Message  Authentication
-  Protocol
-  Timestamping
-  Polling  End  Player
-  Encryption
-  Interface

RNG  Testing

*  RNG

-  Localize  RNG
-  Data  Extraction
-  Data  Generation
-  RNG  Analysis


<PAGE>
Artwork  Evaluation

The  'lottery'  game  artwork  will be evaluated to ensure that the graphics are
clear,  unambiguous  and  they  comply  with  the  requirements of the Standard.

Statistical  and  Mathematical  Evaluation

Mathematical  evaluation  covers  all  relevant  areas  of  game  mathematics.
Evaluations  of  Random Number Generators (RNG) are also conducted. This process
includes:

-  Assessing  randomness  of  data

-  Suitability  of  the  period

-  Seeding  of  the  RNG

-  Mapping  of  the  RNG

Implementation  of  the  games

Provision  of  Test  Results  &  Certifications

TST  will  provide 649.com with "Compliance Reports" for areas of non-conformity
to the Standards. TST will also provide comprehensive reports on the outcomes of
testing  conducted.  The  final  report will be presented by TST to 649.com in a
format  that  is  suitable  to  be  presented  in accordance with the Standards.

The  Approach

TST will perform testing and evaluation of the 'lottery' system in compliance to
the  Internet Standard, which will ensure the standards of the software works in
an  acceptable  manner.

TST  will develop a battery of test scripts in accordance with the Standards and
these  test  scripts will ensure that all software, mathematics and artwork will
conform  to  requirements.

Non-Compliance  issues  will be raised to the attention of 649.com Inc. who will
then  review  the  non-compliant  Issues  and  discuss  how  to  rectify  the
non-conformances.  Where  649.com Inc. takes Issue with a reported non-compliant
issue,  they  may request the jurisdiction to grant a 'dispensation' in relation
to  the  non-conforming  item/s  or  ensure  that  the  non-conforming  issue is
rectified  prior  to  approval  or  certification  being  granted.

<PAGE>

Testing  Methodologies

TST's  testing  involves  a number of quality assurance policies and procedures.
The  following  list  outlines  these  tools:

-     Test  Scripts  for Software, Communications, and Games for use in the test
bed.  They  provide  detailed  instructions for the methods and procedures to be
used  when  testing  software  systems.

-     Checklists,  which are utilized to ensure all relevant tasks are completed
and  passed  prior  to  certification  or  placement  on  site  at  casinos.

-     Weekly  Status  Reports and Project Timelines are generated to ensure that
649.com  is  fully  aware  of  the  status  of  the  project  at any given time.

-     Work  Instruction  Procedures  are  used  to detail performance of certain
tasks  to  be  carried out by the Engineers. They also cover administrative work
practices.

-     Guidelines  are  used in situations where detailed procedures are not
applicable.



<PAGE>

4. OUR FEES

TST  has  provided  649.com  with  a  fixed price quotation for Part One- 'first
phase' evaluation of the completely developed software lottery package. A 'first
phase'  evaluation  is  one  complete  sweep of all test scripts relevant to the
Standards.

Testing of game hardware and software is one of TST's many core competencies. We
have  a wealth of experience in testing at the system level and at the component
level.  System  level  testing  includes  testing  of  base  software  systems,
communications  and  connectivity, security, environment testing and integration
testing.  Component  level  testing  covers game design, software evaluation and
functionality  testing,  mathematics  and  fairness  to  player.

As  new  lottery  games  are  introduced  and  the  system  is upgraded there is
increased potential for problems and errors. A comprehensive software and system
testing  strategy  will mitigate exposure and reinforce the product's image as a
well-controlled,  fair,  and  equitable  gaming  system.

Fixed  Price  Fee

Our  estimated  professional  fees  for first phase testing and evaluation Is as
follows:

Total  Price  for  Testing  &  Evaluation     CAN$  20,860.00  (excl. tax)

This  is based upon TST performing testing on 1 lottery game and RNG for 649.com
Inc.  Software  testing  takes  approximately  13  business  days.

Phase  Two

Beyond  first phase, TST can provide 649.com Inc. with a further fixed price fee
for  completion testing of non-compliant issues or will offer working on a 'time
and  materials'  basis  at  the  following  hourly  rates:

              Staff  Category                           Hourly  Rate  $CAD*

Project  Manager/Principal  Consultant                       $160.00
Senior  Consultant/Team  Leader                              $130.00
Test  Engineer                                               $100.00
Technical  Assistant                                          $85.00
     *Hourly  Rates  exclude  taxes  and  expenses



<PAGE>
Assuming  the  project commences on Monday 1a` December, it will be completed by
Friday 171" December 1999. If submission occurs beyond this date, a new timeline
will have to be developed, as TST close down over the Christmas/New Year period.

Please  refer  to the attached Project Management timeline for the time required
to  perform  the  evaluation.

Payment

Our  standard  charge out rates are based on TST's staff performing 8-hours work
per  day.  The  above  rates  do not include out of pocket expenses that will be
recharged  to  649.com  Inc.  at  cost.

Accounts  are to be settled within 30 days of receipt of Invoice. A late payment
charge  equal to 4% of the outstanding balance will be applied to invoices after
the  expiration  of  the  30-day  period.

Time  Period  and  Validity

Testing  will  utilize  one (1) Test Engineer, a Senior Consultant and a Project
Manager  reviewing  the  work  output  of  the  Engineers.

TST  will  reduce the testing time as outlined in the attached timeline chart if
more resources are available for the project. This will occur where possible and
when  requested. TST is aware there are always time Issues to complete this type
of  project  and therefore the extra manpower will be allocated, where possible,
for  the  same  cost  at  a  reduced  time  period.

This  quotation  is  valid  for  a  period  of sixty days from 26 November 1999.


<PAGE>
5.  TIMELINES

TST's  has  developed a proven record of delivering a testing service that meets
appropriate  turn  around  times  for  our  clients.  Evaluations  of  hardware,
software,  mathematical  performance and systems have been completed for various
clients  in  the  Internet  and  Fixed  Gaming  sectors  on  time and on budget.

TST  can  provide  both  high  performance  and rapid evaluations because of our
global  base  and standardized work practices. Software and Payables evaluations
can  be  continuously  conducted almost 16 hours per day, 6 days per week due to
the  different  time  zones  of our laboratories in Australia and North America.
Further  to  this,  local  staff  required  for  hardware  evaluations  can  be
supplemented by international staff to perform these evaluations. These enhanced
services are provided at no additional cost to our clients. They are part of the
standard,  highly  competitive package of services that TST provides to clients.

Under general circumstances, it is more cost effective if 3 - 4 weeks notice for
testing  services  is given. however, TST has been able to make testing services
available  within  1  week of notice. TST can supply Technical personnel on site
within  48  hours  notice,  for  International personnel and 24 hours notice for
Canadian  personnel  where  appropriate.

6.  CUSTOMER  SERVICE

TST's  customer  service  concept  is  embodied  in  our  mission  statement:

"TST  provides  gaming  authorities  and  operators  with  a  comprehensive,
independently  tailored  testing  and  evaluation  service aimed at ensuring the
highest  possible  standards  in gaming. This is achieved by a focused, customer
oriented,  multi-disciplined  team  with knowledge and experience on the leading
edge  of  today's  gaming  technology."

TST  recognizes  the  relationships  with  clients  and  customers  are  usually
long-term  partnerships.  Face to face support is provided both during and after
the  completion  of  contracts.  TST  works  closely  with clients to meet their
changing  needs which are sometimes dictated by the fluid political environment.
TST  will  sometimes  be  involved  in not just testing gaming equipment, but in
assisting  the  customers  interpret  legislation,  developing  technical
requirements,  formulating  test  scripts and providing advice on both technical
issues  and  non  technical issues such as the social implications of particular
gaming  strategies.  This provides clients with a single point source of readily
available  information  and  support.

TST  strives  to  provide  quality  service,  by  being effective, efficient and
responsive,  while  maintaining  our  independent  status  and  integrity.  TST
constantly  strives  to  meet  and  exceed  our  client's  expectation.
7.
<PAGE>
 ACCEPTANCE  OF  PROPOSAL

Our acceptance of the attached proposal is contingent upon 649.com Inc. securing
a  server  with  Oracle and Solarus applications, fully configured, on terms and
conditions  acceptable  to  649.com  Inc.

/s/  Lawrence  P.  Burbidge                /s/  Ross  Brierty

Lawrence  P.  Burbidge                     Ross  Brierty
President  &  CEO                          General  Manager
649.com  Inc.                              TST  Technical  Systems Testing North
America  INC.

10/12/99                                   10/12/99


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[649.com  Software  Analysis  Chart
Project:  649_timelineVer2
Date:  Mon  11/29/99    Page  1   ]

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[649.com  Software  Analysis  Chart
Project:  649_timelineVer2
Date:  Mon  11/29/99    Page  2   ]