2ndAMENDMENT TO


**ASSET
      PURCHASE AGREEMENT**





Amendment
      (“Amendment”) dated June 22, 2006 by and between CYOP Systems International,
      Inc. (“Purchaser”), a Nevada corporation with a principal address of 1022 Sixth
      Street, Unit A, Hermosa Beach, CA 90254-4819, FutureBet Systems, Inc., properly
      known as FB Systems, Inc. (“Seller”), a Nevis corporation with a registered
      address of PO Box 642, Main Street, Charlestown, Nevis, West Indies and FB
      Software, Ltd. (“Owner”) a Nevis corporation with a registered address of PO Box
      642, Main Street, Charlestown, Nevis, West Indies, to Asset Purchase Agreement
      (“APA”) by and between Purchaser and Seller dated November 16,
      2005.





Whereas,
      Purchaser and Seller entered into the APA in order for Purchaser to acquire
      the
      Software Code of Future Bet Systems, version 2.4 (“Asset”); and





Due
      to a
      mistake in the name, Seller does not have the right to sell the Asset, as Seller
      is neither the owner nor a licensee thereof; and





Whereas,
      FB Software, Ltd. (“Owner”), pursuant to an Amendment to Asset Purchase
      Agreement dated May 9, 2006 by and between the Purchase, Seller and Owner,
      succeeded to all rights and obligations under the APA; and




Notwithstanding,
      Purchaser desires to complete the purchase of the Asset, on the terms and
      conditions expressed in the APA, with the following modifications:





1.
            Owner
                states that there is no default by Purchaser as of the current date,
                in
                accordance with the terms of the APA and of this
                Amendment;





2.
            The
                payment of USD $255,000 as indicated in Exhibit B of the APA as being
                due
                on March 31, 2006, shall be made on or before August 7, 2006 or upon
                a
                declaration of effectiveness from the Securities and Exchange Commission
                of the Purchaser’s registration statement on Form SB-2 (“Closing Payment”)
                whichever is earlier;






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3.
            Purchaser
                agrees to instruct Cornell Capital Partners, LP to make as a priority
                the
                Closing Payment directly to the Owner as the Owner shall indicate
                in
                writing;




4.
            Owner
                agrees that Purchaser shall be allowed to immediately release the
                software
                associated with the FutureBet System (as defined in the APA) in its
                current state;





5.
            Purchaser
                agrees to make all suggested graphic changes to such released software
                within 120 days from the date of this Agreement;
                and





6.
            The
                APA is in all other respects ratified and
                confirmed.








Signed
      on
      the date first above written. Facsimile signatures shall be enforceable and
      admissible in evidence as would original ink signatures.





PURCHASER


CYOP
      Systems International, Inc., by








_________________________


Name:


Title:





OWNER


FB
      Software, Ltd., by






_________________________


Name:


Title:






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