AGREEMENT BETWEEN
                        649.COM, INC. AND MILLMEDIA, S.A.


649.com,  Inc.  ("649.com"),  and  MillMedia,  S.A.  ("MillMedia"), agree to the
following  terms  and  conditions  regarding  Internet  and  related  services
("Services"):

1.     MILLMEDIA'S  RESPONSIBILITIES

MillMedia  will  arrange and manage an Internet connection for the 649.com, Inc.
server(s).  MillMedia will house 649.com's computer in secure accommodations and
will  arrange  and  manage  on  behalf  of  and  as  instructed by 649.com, data
processing services, offices, technical aspects and other  professional services
as  required  by  649.com.

2.     COSTS  AND  TERM

a.     Basic  Service:  649.com  agrees  to  compensate  MillMedia for providing
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those services expressed in this agreement, at the annual rate equivalent to the
annual  rental  costs  of  the  office/server site, staff costs and professional
costs, and any additional costs incurred on behalf of 649.com, Inc.'s operations
including  sales  and  taxes,  office lease, duties, and services imposed by any
authority,  government  or  government  agency.

b.     Term:  The  initial  term  of  this  agreement will be two years and will
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commence from the date of this agreement.  Unless terminated as provided by this
Agreement,  the  agreement  shall  thereafter automatically renew for successive
year  to  year  terms.

c.     Taxes:  MillMedia  will  pay for any and all sales and use taxes, duties,
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or  levies  imposed  by  any  authority,  government  or  government  agency  in
connection  with the Internet Services, including property taxes and MillMedia's
income  taxes.

3.     INDEMNIFICATION

649.com,  Inc.  hereby  agrees to defend, indemnify, and hold MillMedia from and
against  any and all claims, damages, judgements, penalties, costs, and expenses
(including  attorney  fees  and  court  costs  now or hereafter arising from the
enforcement  of this clause) arising directly or indirectly from all work and/or
services  conducted  or  performed  on  behalf  of  649.com, Inc.  Liability for
payment  of any services, leases, etc. incurred by MillMedia as a result of this
Agreement,  is  the  sole  responsibility  of  649.com,  Inc.

4.     GENERAL

a.     MillMedia  shall  not  assign or transfer any rights or obligations under
this  Agreement  without  649.com's  prior  written  approval;


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b.     Breach  of  any  contract  provision  by  MillMedia can only be waived in
writing;

c.     Waiver  of  any breach by MillMedia shall not be deemed to be a waiver of
any  other  breach;

d.     This  agreement constitutes the entire agreement between the parties with
respect to Internet Services, and cannot be modified without the express written
consent  of  all  parties;

e.     Neither  649.com  nor  MillMedia has made any promise, representation, or
warranty,  explicit  or  implied,  not  set  forth  in  this  contract;

f.     If  any  portion  of  this  agreement  is  held  by  a Court of competent
jurisdiction  or  mutually  agreed  on  authority,  to  be  invalid,  void,  or
unenforceable,  the  remainder  will nevertheless continue in full force without
impairment  or  invalidation;

g.     This  agreement  shall  be  governed and interpreted by the laws of Texas
applicable  to  such  contracts entirely made and performed in said jurisdiction
and  venue.

5.     NONDISCLOSURE

MillMedia  hereby  acknowledges  and  agrees  that  all information disclosed to
MillMedia  by  649.com,  whether written or oral, relating to 649.com's business
activities,  its  customer  names,  addresses,  all operating plans, information
relating  to  its  existing  services,  new  or  envisioned  649.com products or
services  and  the  development  thereof,  scientific, engineering, or technical
information,  649.com's  marketing  or  product  promotional material, including
brochures, product literature, plan sheets, and any and all reports generated to
customers,  or to MillMedia with regard to customers, unpublished list of names,
and  all  information  relating to 649.com's order processing, pricing, cost and
quotations,  and any and all information relating to 649.com's relationship with
customers  and  MillMedia,  is  considered  confidential  information,  and  is
proprietary  to,  and  is  considered  the  invaluable  trade  secret of 649.com
(collectively  "Confidential  Information").

MillMedia understands that 649.com desires to keep such Confidential Information
in  the  strictest  confidence,  and  that  MillMedia's  agreement to do so is a
continuing  condition of the receipt and possession of Confidential Information,
and  a  material provision of this agreement, and a condition that shall survive
the  termination  of  this  Agreement.  Consequently,  MillMedia  shall  use
Confidential  Information  for the sole purpose of performing its obligations as
provided  herein.  MillMedia  agrees:

i)  not  to  disclose  Confidential  Information  to  future  or  existing
competitors;

ii)  to  limit dissemination of Confidential Information to only those MillMedia
employees who have a need to know such Confidential Information in order perform
their  duties  as  set  forth  herein;


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iii)  to  return  Confidential  Information,  including  all  copies and records
thereof,  to  649.com  upon receipt of a request from 649.com, or termination of
the  agreement  as  provided  herein,  whichever  occurs  first.

6.     NONCOMPETITION

a.     MillMedia  covenants  and  agrees  that  MillMedia  will  not directly or
indirectly, own, manage, operate, join, control or work for or permit the use of
its  name  by, or be connected in any manner with, any Lottery business activity
which  is  directly competitive with any aspect of the business of 649.com, Inc.
(as  set  forth  in the business plan delivered to MillMedia herewith), which is
the same business of 649.com, Inc. as previously conducted, and as said business
may  evolve  in  the  ordinary course between the date of this Agreement and its
termination  whether  said  business is conducted by 649.com or any successor or
assign.

b.     Applicability.  The  parties  hereto  agree  that  the provisions of this
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Agreement  extend  to  the  employees  and  officers  of  their  respective
companies/businesses.  Said  principals  further  agree to provide the requisite
internal  security of the subject data within their respective organizations and
with  respect  to  any  and  all  additional  sources  who may be parties to the
transactions  or  proposed  transactions.

7.     OPTION  TO  PURCHASE

649.com shall have the option of purchasing the assets of MillMedia at the price
of  $1.00  (one  U.S.  dollar).

8.     ATTORNEYS'  FEES

Should  any  party hereto reasonably retain counsel for the purpose of enforcing
or  preventing  the  breach  of  this  Agreement, including, but not limited to,
instituting  any  arbitration  or  any  action at law or in equity, including an
action  for  declaratory  relief  or for any other judicial remedy, then if said
matter  is  settled by judicial determination (which term includes arbitration),
the  prevailing  party  (whether  at  trial  or  appeal),  shall be entitled, in
addition  to such other relief as may be granted, to be reimbursed by the losing
party for all costs and expenses incurred thereby, including, but not limited to
reasonable  attorneys'  fees  and  costs  for  the  services  rendered  to  such
prevailing  party.

IN  WITNESS  WHEREOF,  the  parties hereto, agreeing to be bound hereby, execute
this  Agreement  on  this  1st day of November 1999.


/s/  Larry Burbidge                             /s/  Larry Burbidge
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Pres and CEO                                   Pres
----------------------------                  -------------------------------

Name  &  Title                                Name  &  Title
on  behalf  of  649.com,  Inc.                on  behalf  of  MillMedia,  S.A.