CONSULTING AGREEMENT

THIS  AGREEMENT,  dated for reference the  1st day of June 1999 ( the "reference
date")

BETWEEN:

649.com,  Inc.  , a company incorporated in the Province of British Columbia and
having  its principal place of business at 1320-925 West Georgia St.; Vancouver,
BC  V6C  3L8

 ("'Company")

AND:

Mindquake  Software  Inc.,  a  corporation  organized  under the laws of British
Columbia  and having its principal place of business at 300 - 1168 Hamilton St.,
Vancouver,  BC  Canada  V6B  2S2;

("Consultant")

WITNESSES  THAT:

A.     The  Company  is  in  the  business  of  Internet  Gaming

B.     Consultant  is  in  the  business  of  providing  strategic  technology
consulting  and  software  development  services;

C.          Company  and Consultant wish to enter into an independent contractor
arrangement  whereby  Consultant shall perform certain services on the terms and
conditions  set  forth  in  this  Agreement.

NOW  THEREFORE  in  consideration  of  the  mutual promises and covenants herein
contained,  the  parties  hereby  covenant  and  agree  as  follows:

                          General Terms and Conditions
                          ----------------------------

Definitions
-----------

1.          Unless  the  context  requires  otherwise, the following terms shall
have  the  meanings  set  out  below  when  used  in  this  Agreement:

a)   "Confidential  Information"  means  trade secrets and other information not
generally known to the public, that Is owned by Company or Consultant, or by any
company  affiliated,  associated or related to Company or  Consultant, or by any
of  their  respective  suppliers,  customers  or  other  business  partners.
Confidential  information includes, without limitation, all Developments, source
code  and  related  documentation.  financial
information,  legal,  corporate,  marketing,  product,  research,  technical,
manufacturing,  personnel,  customer  and  supplier  information  and  any other
information,  in whatever form or media, specifically identified as confidential
by a party, or the nature of which is such that it would generally be considered
confidential  in  the industry in which that party operates, or which that party
is  obligated  to  treat  as  confidential  or  proprietary;

b)  "Consultant's  Property"  means  the  know-how,  techniques,  technologies,
methods,  concepts,  inventions  and  programs  owned  by  Consultant  prior  to
commencing  the Services and used by Consultant in performing the Services, that
are  identified  in  a  schedule  to  this  Agreement:

<PAGE>

c)  "Developments"  means  all  inventions,  improvements, discoveries, computer
software,  and  other results arising from or relating to the Services performed
by  Consultant  for  Company  (including, where applicable, all scripts, models,
specifications,  source  code,  design  documents,  creations,  artwork,  text,
graphics,  photos,  pictures,  and  music);  and

d)  "Employees"  means  the  one or more individuals who are employees(s) of, or
independent contractors engaged by, Consultant and who will actually perform the
Services.

Particulars  of  Services
-------------------------

2.          General  Obligations  of  the  Parties  Consultant shall perform the
Services  described  in  Schedule
"1 ". Company shall pay Consultant for the Services in accordance with the terms
and  conditions
set  out  in  Agreement.

3.          Term of Agreement - This Agreement shall be deemed to have come into
force  and  effect  as  of
the  reference  date  set out on the face page and continues in affect until the
end of the Term identified in Schedule "1", unless one of the parties terminates
the  Agreement  in  accordance
with  its  termination  provisions.

4.          Project  Manager  - Consultant's primary contact at Company shall be
the  "Project  Manager"  identified  in  Schedule "1". The Project Manager shall
provide  Consultant  with  general instructions and guidance with respect to the
performance  of  the  Services.

Fees  and  Expenses
-------------------

5.          Payment  - As full and complete consideration for the performance of
the Services, Company shall pay Consultant the 'Fees' stipulated In Schedule "1"
plus  all  applicable taxes. Unless otherwise indicated in Schedule "1", Company
shall  pay fees due Consultant within ten calendar days after receipt by Company
of  an  invoice for those fees. Consultant may charge late fees of 1.5 per month
or portion thereof for lets payment of any amount owing under this Agreement and
if any payment becomes more then 45 days overdue, may suspend performance of the
Services  until  such  payment  is  made.

6.          Invoices  -  If  payment  is  due  upon achievement of an identified
milestone,  Consultant  shall  invoice
Company  for the Services upon achievement of the milestone. In any other event,
unless otherwise indicated in Schedule "1", Consultant shall invoice Company for
the  Services  it performs on a monthly basis in arrears. Each invoice submitted
to  Company by Consultant shall detail the nature of the Services performed, the
Fees  payable, and the basis on which the calculation of the Fees has been made.

7.          Expenses  -  Company  shall  reimburse Consultant for all reasonable
expenses  incurred  by  the  Employees  as  the  result of Company requiring the
Employees  to  travel  outside  of Greater Vancouver, and for all other expenses
pre-approved  by  Company.

8.          Reimbursement  of  Expenses  -  Consultant shall submit invoices for
expenses  and  shall  attach  the  applicable receipts when these are reasonably
available.  Company  shall  reimburse  expenses  within  ten business days after
receipt  by  Company  of  the  Invoices.

Independent  Contractor  Status
-------------------------------

9.     Nature  of  Relationship  -  Consultant  shall perform the Services as an
independent  contractor,  and  nothing  contained  In  this  Agreement  shall be
construed  to  create or imply a joint venture, partnership, principal-agent, or
employment  relationship  between  the  parties  or  between  Company  and  the
<PAGE>

Employees.  Unless  Company  specifically authorizes Consultant in writing to do
so,  neither  Consultant  nor the Employees shall act or purport to be acting as
the  legal  agent  of  Company, end neither Consultant nor the Employee(s) shall
enter  or  purport to enter into any agreement on behalf of Company or otherwise
bind  or  purport  to  bind  Company  or cause Company to incur liability in any
manner  whatsoever.

10.          No Employment Payments or Benefits - Consultant hereby covenants to
pay, at Consultant's expense, all income taxes, unemployment Insurance premiums,
federal  pension  plan  premiums,  workers'  compensation contributions, and all
other  taxes,  charges  and contributions which competent government authorities
levy  or  require  to  be  paid  on  behalf  of  Consultant  or  the  Employees.

Consultant's  Obligations
-------------------------

11.          Representations and Warranties - Consultant represents and warrants
to,  and  covenants  with  Company  that:

a)  Consultant  :hall  observe  and comply with all applicable laws, ordinances,
codes  and  regulations of governmental agencies, including federal, provincial,
state,  municipal and local governing bodies, of any country having jurisdiction
over  the  Services  or  any  part  thereof;  and

b)  Consultant shall take all reasonable precautions to protect the integrity of
Company's  computer systems and, where applicable, Company's customer's computer
systems,  including  without  limitation,  taking reasonable steps to ensure the
Employees comply with any Company policies in this regard of which Consultant Is
made  aware  of  in  a  timely  fashion.

Company's  Obligations
----------------------

12.          Indemnity  -  Company  shall indemnify and save harmless Consultant
and  its  respective  agents,  independent  contractors, directors, officers and
employees  from  and  against  any  and  all  damages, losses, injuries, claims,
demands,  actions,  liabilities,  costs and expenses (including reasonable legal
fees)  incurred  or  made  against  Consultant  arising,  either  directly  or
indirectly,  from  any  negligent  or  wrongful  acts)  or omissions of Company.

13.          Access  -  Company  shall  provide  to Consultant any assistance or
access  to  information  and  facilities  reasonably  required  by Consultant to
perform  Its  obligations  under  this  Agreement.

14.          Care/Insurance  for  any Item of Consultant's Property on Company's
Site  -  Company  acknowledges  that  during  the  term  of  this  Agreement and
thereafter  certain items of Consultant's Property may from time to time be left
at  Company's site. Company agrees that it shell take reasonable care to protect
these  items  from  lose  or  damage  which  shall  not  be  less than the care,
protection,  security  measures,  and  shelter  from  adverse  environmental
conditions,  that  Company provides for its own property. Company further agrees
that  it  shall  obtain/maintain  adequate  insurance  against  the  loss  of
Consultant's Property and shall upon request, deliver evidence of such insurance
to  Consultant  for  inspection.

15.          Licenses  for  Third  Party Software - If Consultant Indicates that
third party software is required to perform the Services and does not undertake,
In writing, to provide the identified software, then Company shall ensure it has
acquired  the licenses or permissions, necessary to enable Consultant to utilize
this  software  in  the  performance  of  the  Services.

<PAGE>
Termination  of  Agreement
--------------------------

16.          Payment  upon  Termination  -  If  either  party  terminates  this
Agreement,  Company  shall  pay  Consultant  for  Services  performed  up to the
effective date of termination. If the Fees for Services under this Agreement are
based  on  Consultant  achieving  identified  milestones.  Company  shall  pay
Consultant  up  to  and  Including  the  last  milestone  achieved  prior to the
effective  date of termination. In addition, Company shall pay to Consultant the
hourly  rate  specified  in  Schedule  "1"  multiplied by the number of hours of
Services that, Consultant can  demonstrate, were performed between the date that
milestone  was  achieved  and  the  effective  date  of  termination.

17.          Return  of Materials, Equipment and Confidential Information - Upon
termination  or  expiration  of  this  Agreement, or at any time upon request by
either  party  (the  "disclosing  party"),  the  other     party (the "receiving
party")  shell  immediately  deliver  up  to the disclosing party, at disclosing
party's  own  expense  and  risk,  all  Confidential  Information and all copies
thereof,  and  all  other     materials,  documents,  information,  contracts,
equipment,  materials  and  property,  except  items     licensed  to  Company
hereunder,  in  the  receiving  party's  possession,  charge, control or custody
which  it obtained from or which is owned by the disclosing party, its customers
or  suppliers.     Each  party shall return any equipment, materials or property
furnished  to  it  by  the  other party in     the some condition as it was when
originally  furnished,  reasonable  wear  and  tear  excepted.

Confidentiality
---------------

18.          Confidential Information - Each party acknowledges that in order to
enable  Consultant  to  perform  the Services properly, Company will disclose to
Consultant  or  allow  Consultant  access  to,  and  Consultant will disclose to
Company or allow Company access to, Confidential Information. Each party further
acknowledges  that this information has been acquired through the expenditure of
time,  effort  and money and that certain items of Consultant's Property contain
or  embody  Confidential  Information.

19.          Exclusion  -  The  non-disclosure  obligations under this Agreement
shall  not  apply  to  Confidential
Information  which  the  receiving  party  can  establish:

a)  is,  or becomes, readily available to the public other then through s breach
of  this  Agreement;

b)  is  disclosed,  lawfully and not In breach of any contractual or other legal
obligation,  to  it  by  a  third  party;  or

c)  through  written  records,  was known to it or developed by it, prior to the
date  of  first  disclosure  of  the       Confidential  Information  under this
Agreement.

20.          Ownership of Confidential Information - Consultant and Company each
acknowledge  and  agree     that  they  shall  not  acquire  any right, title or
interest  in  or  to  the  other party's Confidential     information under this
Agreement.

21.          Limited  Disclosure, Use and Reproduction - During the term of this
Agreement  and  thereafter,  each  party shell maintain in strict confidence all
Confidential  Information of the other party     disclosed to it, or to which it
obtains  access, as a result of this Agreement. Consultant and     Company shall
not, and shall take all reasonable steps to ensure their respective employees do
not, directly or indirectly, disclose, allow access to, transmit or transfer the
other  party's     Confidential  Information  to  a  third  party  without  the
disclosing  party's  consent,  or  use  or     reproduce  such  Confidential
information,  in  any  manner,  except  as reasonably required to fulfil     the
purposes  of this Agreement. The receiving party shall ensure that every copy it
makes  of  the     other  party's Confidential Information is clearly marked, or
otherwise  identified as confidential and proprietary to the other party, and is
stored  in a secure location while in the receiving party's possession, control,
charge  or  custody.  Notwithstanding  the foregoing, If the receiving party can
establish  it  is required by law to disclose Confidential Information, it shall
be  permitted,  to  the  extent required, to do so, provided that notice of this
requirement  to  disclose is first delivered to the disclosing party, so that it
may  contest  this  potential  disclosure.
<PAGE>

Ownership  and  Licensing  of  Developments  and  Certain  Items of Consultant's
--------------------------------------------------------------------------------
Property
--------

22.          Ownership of Developments - Company shall be the exclusive owner of
the  Developments  and  of  all  Intellectual  property  rights  In  and to such
Developments.  Consultant  hereby  assigns  to     Company  all right, title and
interest  throughout  the  world and universe, Including without     limitation,
all  copyrights,  trade-marks,  trade  secrets,  patent  rights,  and  any other
intellectual     property  right  in  and  to each Development, effective at the
time  each  is  created.

23.          License  for  Consultant's  Property  - Consultant hereby grants to
Company,  a  perpetual non- exclusive, personal, non-transferable license to use
each  item of Consultant's Property delivered     to Company by Consultant under
this  Agreement,  solely  for  the  purposes  and  to  the extent set     out in
Schedule  "  1".  It  no  specifics are included under the heading "Consultant's
Property" in     Schedule "1", the licensed Consultant's Property may be used by
only one Individual at a time     and solely for Company's own internal business
purposes.

24.          Restrictions - Company shall not, without the prior written consent
of  Consultant:

a)  modify  or in any way sitar the whole or any part of an Item of Consultant's
Property;

b)  exceed  the licensed use of Consultant's Property set out in this Agreement;

c)  translate  or  reverse  engineer  the  whole  or  any  part  of  an  Item of
Consultant's  Property;

d)  authorize or acquiesce in the use of Consultant's Property by a person other
than  the  Company  or  an        employee  of  the  Company;

e)  remove  any proprietary notices, labels or marks from Consultant's Property;

f)  defeat  any  protection  method  used for preventing the unauthorized use of
Consultant's  Property;  or

g)  copy any item of Consultant's Property, other than to make one archival copy
of  any  item  of  software  included  therein, to be stored In a locked, secure
location  and  executed  only  if  the  operating  copy of that software becomes
unusable.  For  the  purposes  of  this  Agreement, copying means copying in any
manner, except copying that naturally results from the execution of software, or
from  the  regular  back-up  of  the  computer  systems in which the software Is
installed.

25.          If Company breaches any of the terms of the license granted for any
item  of Consultant's     Property, Consultant may terminate the license for ell
Items  of  Consultant's  Property,  by     delivering  written  notice  of  its
intention  to  do  so  to  Company. Upon termination of the license,     Company
shall  Immediately  return to Consultant every item of Consultant's Property, in
its  possession,  custody  or  control.

26.          Disclosure  of  Developments  -  Consultant agrees to make full and
prompt  disclosure  of  all  Developments  to  the  Project  Manager.

27.          Further  Acts  -  Consultant agrees to cooperate fully with Company
and  to  ensure  the Employees cooperate fully with the Company, both during and
after  the  termination  of  this Agreement, with     respect to signing further
documents  and  doing such acts and other things reasonably requested by Company
to  confirm  the  transfer of ownership of the Developments, the waiver of moral
rights  therein,  and  to  obtain  or enforce patent, copyright, trade secret or
other  protection  for  Developments.  Consultant  shall  not  receive  any
consideration  or royalties in respect of such transfer of ownership, beyond the
Fees,  provided  that  the  expense  of  obtaining or enforcing the Intellectual
property  protection  shall  be  borne  by  Company."

<PAGE>

Limitation  of  Liability
-------------------------

28.          THE  PARTIES AGREE THAT THEIR RESPECTIVE RIGHTS AND OBLIGATIONS ARE
LIMITED  TO  THE  EXPRESS     UNDERTAKINGS  MADE  IN THIS AGREEMENT, AND THAT NO
TERMS,  REPRESENTATIONS, CONDITIONS OR     WARRANTIES, INCLUDING ANY WARRANTY OR
CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR     PURPOSE. PERFORMANCE,
OR  DURABILITY,  FOR  ANY  WORK  PRODUCT  RESULTING  FROM THE PERFORMANCE OF THE
SERVICES, ANY ITEM OF CONSULTANT'S PROPERTY LICENSED HEREUNDER, OR FOR ANY THIRD
PARTY     PRODUCT,  WHETHER  RECOMMENDED  BY CONSULTANT OR NOT, SHALL BE IMPLIED
BETWEEN  THEM.

29.          WITH  THE  EXCEPTION OF THE INDEMNIFICATION SET OUT HEREIN, NEITHER
PARTY  NOR  THEIR  RESPECTIVE     AFFILIATES,  DIRECTORS.  OFFICERS OR EMPLOYEES
SHALL  BE  LIABLE  TO THE OTHER PARTY FOR ANY ECONOMIC,     COMMERCIAL, SPECIAL,
CONSEQUENTIAL,  INCIDENTAL,  EXEMPLARY  OR  INDIRECT  DAMAGES, EVEN IF THEY HAVE
SEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, INCLUDING WITHOUT LIMITATION, LOSS
OF  BUSINESS  REVENUE     OR  EARNINGS, LOST DATA, LOST PROFITS, OR A FAILURE TO
REALIZE  EXPECTED  SAVINGS.

30.          WITH  THE  EXCEPTION OF THE INDEMNIFICATION SET OUT HEREIN, NEITHER
PARTY'S  LIABILITY TO THE OTHER     PARTY IN CONNECTION WITH THIS AGREEMENT, NOR
THE  LIABILITY  OF  THEIR  RESPECTIVE  AFFILIATES,  DIRECTORS,     OFFICERS  OR
EMPLOYEES,  SHALL  EXCEED THE TOTAL AMOUNT PAID BY COMPANY TO CONSULTANT FOR THE
SERVICES  ASSOCIATED  WITH  SUCH  LIABILITY.

31.          THESE  LIMITATIONS,  EXCLUSIONS AND DISCLAIMERS SHALL APPLY WHETHER
AN  ACTION,  CLAIM  OR DEMAND     ARISES PROM A BREACH OF WARRANTY OR CONDITION,
BREACH  OF CONTRACT, NEGLIGENCE, STRICT LIABILITY     OR ANY OTHER KIND OF CIVIL
LIABILITY  CONNECTED  WITH  THIS  AGREEMENT.

General
-------

32.          Enforcement  -  Each party acknowledges end agrees that damages may
not  be  en  adequate  remedy  to compensate for any breach of the other party's
intellectual  property rights, and     accordingly agree that in addition to any
and  all  other  .remedies  available, they shall each be     entitled to obtain
relief  by  way  of  a temporary or permanent injunction to enforce such rights.

33.          Maximum  Protection  Permitted/Severability  -  If any provision of
this  Agreement  is  declare  excessively  broad, it shall be construed so as to
afford  Consultant  the maximum protection     permissible by law. If any one or
more  of the provisions of this Agreement shall for any reason     be held to be
invalid,  illegal,  or  unenforceable  In any respect, any such provision shall,
unless     Consultant  elects  otherwise,  be  severable from this Agreement, In
which event this Agreement     shall be construed as if such provision had never
been  contained  herein.

34.          Dispute Resolution/Mediation - The Project Manager, Key Contact and
signatories  to this Agreement, and their successors or designates shall work in
good faith to resolve any disputes     that arise under this  Agreement. Where a
dispute  arises  out  of or in connection with this     Agreement that cannot be
resolved  by these persons, and it Is not related to either party     obtaining,
protecting  or  enforcing its intellectual property rights, the parties agree to
seek  an     amicable  settlement  of  that dispute by mediation. If the parties
cannot  agree on a  mediator, the     parties shall make application to court to
appoint  one.  The mediation shall be held in Vancouver, B.C. in accordance with
the  British  Columbia International Commercial Arbitration Centre's  ("BCICAC")
"Procedures  for  Cases  under  the  Commercial  BCICAC Rules'. and the costs of
mediation  shall  be  shared  equally  between  the  parties.

<PAGE>


35.          Notice  -  Any notices, reports or other communications required or
permitted  to  be  given  under  this Agreement shall be in writing and shall be
sufficient  if  delivered  by hand or sent by double registered mail, courier or
facsimile  addressed  to Company or Consultant at their respective     addresses
shown  on  the  first  page  of  this Agreement, to the attention of the Project
Manager  in     the  case of Company, and to the attention of the Key Contact in
the  case of Consultant, or to     such other address or Individual as one party
advises  the  other  party  in  writing. Any such     notices, reports, or other
communications  shall  be deemed to have been received by the party(ies) to whom
they  were  addressed  upon delivery by hand, double registered mail, courier or
facsimile  (provided  that the receiver acknowledges receipt of the facsimile In
some  fashion)  when     received.

36.          Survival  -  Any  provision  of this Agreement which, by its nature
would  survive  the termination or performance of this Agreement shall remain in
full  force  after  the performance of this Agreement or its termination for any
reason.

37.          Assignment  - Neither party May assign this Agreement or any of Its
rights or obligations hereunder, without the other party's prior written consent
which  shall  not  be  unreasonably     withhold  or  delayed.

38.          Whole  Agreement/Modification - This Agreement is comprised of this
document and the attached Schedules, In the event of any conflict or discrepancy
between  this  document  and a Schedule, the terms of this document shall govern
unless  the  language in a Schedule indicates that it is the     specific Intent
of  the  parties  to  overrule  or to supplement a particular provision of 'this
document.     This  Agreement  supersedes  all previous dealings, understandings
and expectations of the parties and constitutes the whole agreement with respect
to  the  transactions contemplated hereby, and     there are no representations,
warranties,  conditions,  or  collateral agreements between the parties     with
respect  to  such  transactions  except  an  expressly set out herein and In the
Instrument(s), if     any, executed and delivered pursuant hereto. No amendment,
modification,  supplement  or  other     purported  alteration of this Agreement
Mall  be  binding  upon a party unless in writing signed by     them or on their
behalf  by  a  duly  authorized  representative(s).

39.          Governing Law - This Agreement shall be governed by and interpreted
In  accordance  with  the  laws  of British Columbia, excluding rules of private
International  low  that  load  to  the application     of the laws of any other
jurisdiction.  The  courts  of  British  Columbia  shall  have the non-exclusive
jurisdiction  to  hear  any  matter  arising  in connection with this Agreement.

40.          Counterparts  -  This Agreement may be executed in counterparts, or
facsimile  counterparts,  each     of  which  when  executed  by  either  of the
parties  shelf  be  deemed  to  be  an  original and such     counterparts shall
together  constitute  one  and  the  same  Agreement.

The  parties  executed  this Agreement on the date(s) set out below after having
the  opportunity to discuss this Agreement with their legal advisors. Each party
represents  and  warrants  that  its  respective signatory is duly authorized to
execute  this  Agreement  an  its  behalf.

COMPANY:  649. com, Inc.                    CONSULTANT:  Mindquake Software Inc.


By:  /s/  Chris  Wright                     By:  /s/  Shawn  Thomas


Name:  Chris Wright                         Name:  Shawn  Thomas

Title:  CEO                                 Title:  Senior  Partner

Date:  June  1st,  1999                     Date:  June  22/99


<PAGE>
                               SCHEDULE  "1"

                   PARTICULARS  OF  CONSULTANT  AGREEMENT
                     BETWEEN  CONSULTANT  AND  COMPANY

1.  Services

a)     Feature  Requirements  Specification

b)     Design  Document  Creation

c)     Website  development

d)     Internet  application  development

Locations(s)  where  work  to  be  performed:  et  Consultant's  site;  300  -
1168Hamilton  St.,     Vancouver,  8C  Canada  V88  282.

2.  Term

Start  Date:  May  1st,  1999

End  Date:   When  complete

3.  Key  Contact  for  Consultant

    Jesse  Dougherty

4.  Project  Manager  for  Company

    Chris  Cooper

5.  Fees

a)  Senior  Partners:  Consultant  will charge Company - 160 per hour, plus GST.

b)  Application Development: Consultant will charge Company $ 100 per hour, plus
GST.

c)  Website  (HTML) Authoring: Consultant will charge Company 075 per hour, plus
GST.

6.  Consultant's  GST  No.

    888611472RT

7.  Equipment,  Materials  Supplied

    Not  applicable


8.  Consultant's  Property

    Not  applicable.




COMPANY:  649.com,  Inc.                   CONSULTANT:  Mindquake  Software Inc.
By:  /s/  Chris Wright                      By:  /s/  Shawn  Thomas