AGREEMENT


DATED this 15th day of July 2002.


BY AND BETWEEN:

     649.COM, INC. a company with offices at Suite1001, 1166 Alberni Street,
     Vancouver, Canada

                                                      (referred to as "649.com")

AND:

     SYNTEC SOFTWARE with offices in San Jose, Costa Rica

                                                       (referred to as "Syntec")

WHEREAS:

     -    Syntec is in the business of on-line software development;
     -    649.com is a publicly traded company trading in the USA;
     -    649.com has developed an instant lottery Software Program which is
          incomplete and inoperable and requires multi-upgrades, new web design
          and sound;
     -    Syntec is capable of completing and upgrading the Software Program and
          making it into a fully operational system;
     -    649.com has no funds to pay Syntec for the work required; and
     -    Syntec is prepared to retain a copy of the completed software source
          code as partial payment and defer the balance of the cash payment for
          work to be performed.

NOW THEREFORE for valuable consideration given and received and by their mutual
covenants, the parties hereby agree as follows:

     1.   Syntec has agreed to re-develop the 649.com instant lottery Software
          Program game client interface in Flash and provide a full management
          suite and tracking system and the integration of the cashier system.

     2.   Syntec has agreed to move the database from Oracle and create a
          database in MYSQL.

     3.   In consideration for the work to be performed by Syntec in upgrading
          the software system, Syntec shall retain a copy of the completed
          software Source Code as partial payment for work performed and shall
          also be entitled to a cash


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          payment of US$30,000.00 which shall be deferred and paid on or before
          December, 30, 2005 or as and when the company starts earning revenue
          from the sale of Licenses and/or Royalties, whichever is the sooner.

     4.   649.com will pay Syntec a monthly fee of $10,000 for technical
          support, beta testing, maintenance and upgrades. The fee shall
          commence December, 1, 2002 but shall be deferred.

     5.   Syntec will complete a play for fun instant on-line lottery software
          program by December, 30, 2002 and will complete a pay for play model
          by the end of April, 2003 which completion date may be extended on
          written notice from Syntec. Such extension shall not be for more than
          90 days

     6.   This Agreement will enure to the benefit of and be binding upon the
          parties hereto and their respective successors and permitted assigns.

     7.   This Agreement constitutes the entire agreement between the parties
          with respect to the subject matter hereof and supersedes all prior
          agreements, understandings, negotiations and discussions, whether
          written or oral. There are no conditions, covenants, agreements,
          representations, warranties or other provisions, express or implied,
          collateral, statutory or otherwise, relating to the subject matter
          hereof except as herein provided.

     8.   Time will be of the essence of this Agreement.

     9.   This Agreement will be construed, interpreted and enforced in
          accordance with, and the respective rights and obligations of the
          parties will be governed by, the laws of the state of Texas and the
          federal laws of the United States applicable therein without reference
          to its choice of law rules, and each party hereby submits to the
          jurisdiction of the state of Texas and all courts competent to hear
          appeals therefrom.

     10.  No amendment or waiver of any provision of this Agreement will be
          binding on either party unless consented to in writing by such party.
          No waiver of any provision of this Agreement will constitute a waiver
          of any other provision, nor will any waiver constitute a continuing
          waiver unless otherwise provided.

     11.  If any provision or any part thereof is held by a court of competent
          jurisdiction, after appeals there from have been exhausted, to be
          unenforceable, invalid or illegal, then it will be severable or deemed
          to be limited in respect of such territory and time to the extent
          necessary to render such provision enforceable, valid or legal, and
          the remaining provisions will remain valid and binding.

     12.  Any notice or other documents required or permitted to be given under
          this Agreement will be in writing and may be given by personal
          service, telecopier or


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          by prepaid registered mail, posted in Canada or by certified mail,
          posted in the United States, and addressed to the proper party at the
          address stated below:

               a.   if to Syntec Software

                    ------------------------------

                    ------------------------------

                    ------------------------------

               b.   if to 649.com Inc.
                    1001 - 1166 Alberni Street
                    Vancouver, British Columbia
                    Canada

          or to such other address as any party may specify by notice. Any
          notice sent by telecopier will be deemed conclusively to have been
          effectively given and received at the time of successful transmission.
          Any notice sent by registered mail as aforesaid will be deemed
          conclusively to have been effectively given and received on the fifth
          business day after posting; but if at the time of posting or between
          the time of posting and the fifth business day thereafter there is a
          strike, lockout or other labour disturbance affecting postal service,
          then such notice will not be effectively given until actually
          received.

     13.  This Agreement may be executed in several counterparts, each of which
          will be deemed to be an original and all of which will together
          constitute one and the same instrument. Delivery of an executed copy
          of this Agreement by electronic facsimile transmission, telecopy,
          telex, or other means of electronic communication producing a printed
          copy will be deemed to be execution and delivery of this Agreement on
          the date of such communication by the party so delivering such copy.


IN  WITNESS WHEREOF the parties have executed and delivered this Agreement as of
the  date  first  written  above.





/s/  John Buddo                                /s/ Philippe Gabrie
---------------------------                    --------------------------------
649.com, Inc.                                  Syntec Software


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