AGREEMENT


DATED this 1st day of May 2002.


BY AND BETWEEN:

     649.COM, INC. a company with offices in Vancouver, Canada

                                                      (referred to as "649.com")

AND:

     WEBLINK MANAGEMENT S.A. with offices in San Jose, Costa Rica

                                                      (referred to as "WebLink")

WHEREAS:

     -    WebLink is a service, administration and management company, based in
          Costa Rica;
     -    649.com is a publicly traded company trading in the USA;
     -    649.com requires a computer server that is capable of managing their
          Internet connection and running the Company's software program;
     -    WebLink will provide a computer server to run the Company's software
          program and will host the Server and arrange /manage an Internet
          connection for the Company;
     -    649.com has no funds to pay WebLink for the services required and
          WebLink is prepared to defer the cash payment for services rendered
          until such a time that the Company is generating revenue.

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

     1.   WebLink will provide the Company with a Computer Server and will
          provide and host an Internet connection to run the Company's software
          program.

     2.   Ownership of the Computer will remain the property of WebLink.

     3.   WebLink will also provide offshore administration services including
          customer support and technical support and any other professional
          services, as required.

     4.   In consideration for the services to be provided by WebLink, 649.com
          will pay WebLink a monthly payment of US$5,000.00 plus any additional
          costs incurred on behalf of the Company, commencing on May 1st 2002.
          These payments shall


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          be deferred and paid on or before May 1st 2005, or as and when the
          company starts earning revenue from the sale of Licenses and/or
          Royalties, whichever is the sooner.

     5.   This Agreement has an initial term of three years and will
          automatically renew year by year, unless WebLink fails to perform its'
          duties as set forth in this Agreement. In this event, 649.com may
          cancel this Agreement on 30 days written notice.

     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 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 WebLink Management S.A. Sabana Sur, 25 Metros South
                    from Bancrecen, San Jose, Costa Rica


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                                      -3-


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

          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/ Andre Gabrie Cardos
----------------------                          -------------------------
649.com, Inc.                                   WebLink Management S.A.


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