Exhibit 10.19 - Revised License Agreement between us and Compte De Sierge


                          PROPRIETARY TECHNOLOGY USAGE
                          LICENSE AGREEMENT - AMENDED
                                    PREAMBLE

        This Agreement made effective this 10th day of September, 1999, is made
and entered into by and between POWER DIRECT, INC., a corporation incorporated
in the State of Delaware, USA, having an office at 4291 Meridian Street, Suite
29, Bellingham, WA 98226  ("Power") and COMPTE DE SIERGE ACCOMODATIVE
CORPORATION, a corporation incorporated in Panama City, Panama ("Compte"),
whereby Compte at the direction of its directors shall license Power to utilize
certain Proprietary Technology in connection with the CardStakes.com.

ARTICLE I TITLE

        This Agreement is an Amendment to the "Greeting Card Lotto(TM)
Proprietary Technology Usage" Agreement made effective on the 28th of April,
1999, entered into by and between POWER DIRECT, INC., and COMPTE DE SIERGE
ACCOMODATIVE CORPORATION.

        This Amended Proprietary Technology Usage License Agreement entered into
by and between Compte and Power may hereinafter be referred to as the "Amended
Agreement".


ARTICLE 2 RECITALS

A.      WHEREAS, Power (Power Direct, Inc.) is a public company participating on
        the OTC Bulletin Board with its primary business in investment and joint
        ventures; and,

B.      WHEREAS, Compte (Compte De Sierge Accomodative Corporation) is a private
        company specializing in designing software systems for the
        CardStakes.com web site to be operated on the Internet; and,

C.      WHEREAS, Power will have a worldwide exclusive license in perpetuity to
        the Proprietary Technology, however with no legal right to any sub
        license, unless with consent of Compte and on similar terms and
        conditions to the terms and conditions contained in this Amended
        Agreement, and;

D.      WHEREAS, Compte is ready, willing and able to license the Proprietary
        Technology Usage to Power, upon the basis that Compte will be providing
        the Proprietary Technology to produce the Cardstakes.com web site; and,

E.      WHEREAS, Power, having had the opportunity to evaluate the potential of
        the Proprietary Technology, along with having had the opportunity to
        evaluate the potential for meeting the profit objectives, desires a
        License be granted by Compte.

NOW THEREFORE, in consideration of the premises, other good and valuable
consideration, the receipt and sufficiency is hereby acknowledged by the
parties, and the mutual covenants and agreements recited hereinafter, the
parties hereto agree as follows:

Section 2.1     Definitions

In this Amended Agreement, the Preamble, Recitals, this Section and the
Schedules hereto, unless the context otherwise requires:

2.1.1   "Amended Agreement" means this Amended Agreement and all Schedules
        attached hereto;

2.1.2   "Power" means Power Direct Inc., a publicly traded corporation formed in
        the State of Delaware, USA, their successors and assigns;

2.1.3   "Compte" means COMPTE DE SIERGE ACCOMODATIVE CORPORATION, a corporation
        formed in Panama City, Panama;

2.1.4   "Business Day" means a day other than a Saturday, Sunday, statutory
        holiday or day that is declared by any governmental authority to be a
        civic holiday in the jurisdiction in which an event contemplated hereby
        is to take place;

2.1.5   "Proprietary Technology" means the proprietary software and systems
        owned and developed by Compte;

2.1.6   "License Fee" means the portion of gross sale revenue, defined as five
        percent (5%) of the gross revenue paid to Compte by Power as licensee of
        the said Proprietary Technology;

2.1.7   "External Audit" means the annual audit to be conducted by an
        independent Certified Public Accountant firm selected by Power at its
        expense;

2.1.8   "Sweepstakes" means, including, without limitation, the following:

        (a)     production and communication of the CardStakes.com web site,
                utilizing all or any portion of the Proprietary Technology;

        (b)     organization of secure accounting of virtual sweepstakes
                tickets, processing of sweepstakes winners;

        (c)     the development, planning and operation of one or more
                sweepstakes to be operated and such other business opportunities
                as may arise pursuant to the Proprietary Technology in
                accordance with this Agreement;

        (d)     all other permitted sweepstakes activities pursuant to
                applicable law and permits and licenses derived thereunder for
                each jurisdiction;

2.1.9   "Country of Domicile" means Panama including all geographical territory
        under the control of the Sovereignty of the country of Panama or any
        other suitable alternatives.

2.1.10  "Sweepstakes Parameters" shall refer to Sweepstake design and procedures
        which establish and define the prize structure, sweepstakes rules and
        all other parameters;

2.1.11  "Gross Revenue" shall mean any and all gross revenue from the
        Sweepstakes due and/or paid, from whatever source derived, to Compte
        without duplication, which can be attributed in any manner to some
        portion of the Proprietary Technology;  i.e., the Proprietary Technology
        forms at least a part of the consideration, whether expressly recited or
        not, for the revenue paid.

        Specific examples of Gross Revenue, without intending to limit the scope
        of its definition, include the gross ticket (Sweepstakes) dollar volume,
        etc.

2.1.12  "Internal Audit" means the quarterly audit to be conducted by a auditor
        appointed by Compte at its expense;

2.1.13  "Startup Budget" means the approved startup budget with respect to
        Sweepstakes as Attached in Schedule "A" hereunder;

2.1.14  "Person" means any individual, partnership, limited partnership,
        syndicate, sole proprietorship, company or corporation with or without
        share capital, unincorporated association, trust, trustee, executor,
        administrator or other legal personal representative, regulatory body or
        agency, government or governmental agency, authority or entity however
        designated or constituted.

2.1.15  "Proprietary System(s)" shall by definition, and by agreement of the
        parties hereto, also include:

        (a)     The Proprietary Technology Software as described in this Amended
                Agreement dated effective the 10th  day of September, 1999,
                between Power and Compte;

        (b)     Any device, system, system component, method or process that may
                be used for purchasing the product on the CardStakes.com web
                site.

2.1.16  "Proprietary Technology" means all technology and confidential
        information considered by Power/Compte to be proprietary technology
        (including without limitation, Proprietary Systems) and all other
        information and/or know how of any kind whatsoever, however developed,
        acquired or used by Power, and/or Compte, used to operate the
        CardStakes.com web site excluding any information already known to the
        public and in the public domain;

2.1.17  "Operation Center" means the Sweepstakes command and control
        center located in the appropriate location to be determined;

2.1.18  "$" means currency of the United States of America.

Section 2.2     Capitalized Terms.

        Subsequent capitalized terms not defined heretofore are defined in the
        specific sections in which they are referenced.

Section 2.3     Interpretation.

        The captions and the emphasis of the defined terms have been inserted
        for convenience and do not define the scope of any provision.

Section 2.4     Compliance with Laws.

        The parties shall conduct their affairs in strict accordance with all
        applicable laws and regulations, and that such policies will govern
        their conduct with respect to the transaction contemplated by this
        Amended Licensing Agreement in all respects.

Section 2.5     Time of the Essence of the Agreement.

        Unless otherwise specifically provided in this Amended Agreement, time
        will be of the essence of this Amended Agreement and of the transactions
        contemplated by this Amended Agreement.

REPRESENTATIONS AND WARRANTIES AND GRANT OF LICENSE FOR PROPRIETARY TECHNOLOGY
AND GRANT OF RIGHT OF FIRST REFUSAL:

Section 3.1     Representations and Warranties of POWER.

        POWER warrants and represents to Compte, and acknowledges that in
        reliance thereon Power may warrant and represent to Compte and/or their
        Related Entities the following:

3.1.1   POWER is a corporation in good standing under the laws of USA;

3.1.2   POWER has full authority and capacity to execute this Amended Agreement;

3.1.3   POWER is authorized to enter into this Amended Agreement, and to carry
        out its terms to the full extent required.

Section 3.2     Representations and Warranties of Compte.

        COMPTE warrants and represents to Power, and acknowledges that in
        reliance thereon Compte may warrant and represent to Power and/or their
        Related Entities the following:

3.2.1   Compte has the power and capacity to provide the Proprietary Technology
        for the production of CardStakes.com web site as contemplated herein;

3.2.2   Compte is authorized to enter into and execute this Amended Agreement on
        behalf of itself;

3.2.3   Compte is authorized to carry out the terms of this Amended Agreement to
        the full extent in respect to the granting of license rights herein;

3.2.4   Neither the execution and delivery of this Amended Agreement, nor
        granting of exclusive license rights contemplated herein will violate
        any of the terms and provisions of the memorandum or bylaws or articles
        of incorporation of Compte, or its Related Entities, or any order,
        decree, statute, by-law, regulation, covenant, and agreement;

3.2.5   Compte and its employees shall, at all times, conduct the development of
        the Proprietary Technology in accordance with all applicable laws
        worldwide.

Section 3.3     GRANT OF LICENSE FOR PROPRIETARY TECHNOLOGY

3.3.1   Grant of Exclusive Licenses.

        Subject to the terms and conditions of this Amended Agreement, Compte
        grants an exclusive use only license, in perpetuity, worldwide, to Power
        to the extent necessary to conduct the CardStakes.com web site.

3.3.2   Grant of Exclusive Sub-Licenses.

        Subject to the terms and conditions of this Amended Agreement, Power may
        with the consent of Compte grant sublicenses to third parties with new
        terms agreeable to Compte in respect to the Proprietary Technology, to
        the extent necessary to produce the CardStakes.com web site in
        accordance with the Sweepstakes Parameters.

3.3.3   Proprietary Technology.

        Save and except for the technology associated with CardStakes.com that
        is and shall remain proprietary to Compte, to the extent that Compte,
        will expend time, effort, money to make enhancements to the Proprietary
        Technology, that involve the use or enhancement of the Proprietary
        Technology resulting in new technology, the parties hereby acknowledge
        that such new technology shall not extinguish or derogate from the
        original Proprietary Technology of Compte and that all proprietary
        right, title, and interest in and to the new technology and enhanced
        Proprietary Technology shall be the properties of Compte.

3.3.4   Preservation of Data.

        All data compiled in connection with the Proprietary Technology will be
        copied or otherwise preserved and archived on storable media by Compte
        to ensure that all Proprietary Technology in the form of data is backed
        up in the case of any loss or damage to the original data for the
        benefit of the parties and delivered from time to time upon request by
        any party.

3.3.5  Grant of Right of First Refusal to Acquire Proprietary Technology.

        Compte shall not sell, assign, transfer, convey, encumber or other
hypothecate the Proprietary Technology to any Person except as specified in this
Sub Section 3.3.5.  In the event Compte desires to sell, assign, transfer,
convey, encumber or otherwise hypothecate the Proprietary Technology, or any
portion thereof, to any Person, Compte shall give first to Power notice
(Hereinafter described) of Compte's desire to sell, assign, convey, encumber or
otherwise hypothecate the Proprietary Technology, or any part thereof, and Power
shall have the right to purchase such Proprietary Technology, on the terms and
subject to the conditions specified in this Sub Section 3.3.5.

        (a)     Notice shall be given by Compte to Power and shall consist of an
                offer to sell to Power the Proprietary Technology, or portion
                thereof, that Compte then desires to sell, assign, transfer,
                convey, encumber or otherwise hypothecate, to which shall be
                attached a statement of intention to sell, assign, transfer,
                convey, encumber or otherwise hypothecate, as the case may be;
                the name and address of any prospective purchaser, assignee,
                transferee, or mortgagee, as the case may be;  and the terms and
                conditions of such sale, assignment, transfer, conveyance,
                encumbrance, or other hypothecation ("Notice").

        (b)     Power shall have the option for sixty (60) days after receipt of
                the Notice to purchase all or any portion of the Proprietary
                Technology that Compte then desires to sell, assign, transfer,
                convey, encumber or other hypothecate, at the price and on the
                terms and subject to the conditions specified in the Notice.
                Within twenty (20) business days after receipt of Notice, Power
                shall deliver to Compte a written election to purchase such
                Proprietary Technology.

        (c)     The purchase price of the Proprietary Technology that Compte
                desires to sell, assign, transfer convey, encumber or otherwise
                hypothecate shall be the lesser of

                (1)     that purchase price specified in the Notice or

                (ii)    that purchase price as specified in Paragraph (f) of
                        this Section 3.3.5.

        (d)     In the event the Proprietary Technology which Compte desires to
                sell, assign, transfer, convey, encumber or otherwise
                hypothecate is not purchased by Power  pursuant to the option
                specified in Paragraph (c) of this Section 3.3.5, Compte shall
                have no obligation to sell any of the Proprietary Technology to
                Power;  but, rather Compte may dispose of such Proprietary
                Technology in any lawful manner on the terms and conditions as
                specified in the Notice;  provided, however, Compte shall not
                sell, assign, transfer, convey, encumber or otherwise
                hypothecate any Proprietary Technology to any other person or
                persons on terms and conditions different than those specified
                in the Notice without first giving Power the option for that
                period specified in Paragraph (b) of this Section 3.3.5.

        (e)     The closing of any purchase and sale of the Proprietary
                Technology pursuant to the provisions of this Section 3.3.5
                shall take place at the principal office of Power at such date
                designated by Power, which date shall not be later than the last
                day of the sixty (60) day option period described in Paragraph
                (b) of this Section 3.3.5.

        (f)     Purchase Price.

                (i)     The purchase price for the Proprietary Technology sold
                        pursuant to this Agreement shall be "fair market value"
                        as determined pursuant to Paragraph (f) as of the date
                        of the event causing the purchase and sale.

                (ii)    The "fair market value" of the Proprietary Technology
                        shall be determined by an independent appraiser selected
                        jointly by the parties.  The determination of fair
                        market value by that appraiser shall obligate, and be
                        conclusive for, all parties to this Agreement.

                (iii)   If the parties are unable to agree on the selection of
                        an appraiser within thirty (30) days after the event
                        causing purchase and sale, each party shall select an
                        independent appraiser within twenty (20) days after
                        expiration of that thirty (30) day period.  The two (2)
                        appraisers so selected shall each independently appraise
                        the Proprietary Technology and, if the difference in
                        those two (2) appraisals does not exceed five percent
                        (5%) of the lower of those two (2) appraisals, the fair
                        market value shall be conclusively deemed to equal the
                        average of those two (2) appraisals.  If either party
                        fails to select and independent appraiser within the
                        time required by this Paragraph (f), the fair market
                        value of the Proprietary Technology shall be
                        conclusively deemed to equal the appraisal of the
                        appraiser timely selected by the other party.

                (iv)    If the difference between the two (2) appraisals
                        referred to above exceeds five percent (5%) of the lower
                        of those two (2) appraisals, the two (2) appraisers
                        selected shall select a third (3rd) appraiser who shall
                        also independently appraise the Proprietary Technology
                        and whose appraisal shall be conclusively deemed to be
                        the fair market value of the Proprietary Technology.

                (v)     The parties shall share and pay equally the fees and
                        expenses of any appraiser named jointly, but each party
                        shall be responsible for the fees and expenses of any
                        appraiser named solely by that party.  Each party shall
                        bear and pay that party's expenses in presenting
                        evidence to the appraisers.

                (vi)    In determining that purchase price, the appraisers
                        appointed pursuant to this Agreement shall consider all
                        opinions and relevant evidence submitted to them by the
                        parties, or otherwise obtained by them, and shall
                        specify their determination in writing together with
                        their opinions and the considerations on which their
                        opinions are based, with a signed counterpart to each
                        party, within sixty (60) days after commencing the
                        appraisal.

Section 3.4     Bankruptcy or Insolvency of Compte.

        In the event Compte files for bankruptcy or similar protection pursuant
        to the bankruptcy laws of the United States of America or any other
        jurisdiction, not withstanding the provisions of Paragraph 7.1 of this
        agreement, such event shall be considered conclusively by all parties as
        the delivery by Compte to Power of the Notice, and in which event Power
        shall have the right to purchase the Proprietary Technology on the terms
        and conditions subject to the provisions specified in Section 3.3.5 of
        this Agreement.

ARTICLE 4       REVENUE STREAM

Section 4.1     Revenue Stream.

        The parties agree that in consideration for the foregoing licenses,
        Power shall agree that a non-refundable running License Fee shall be
        payable by Power directly to Compte on the basis of a Revenue Stream
        from the operations of the CardStakes.com web site.

        An amount of five percent (5%) Gross Revenue shall be paid to Compte,
        including, without limitation, revenue derived from any and all things
        of value (paid directly or indirectly), for the right to support,
        sponsor or play the Sweepstakes, and for the right to use in any way
        Proprietary Systems or any other portion of the Proprietary Technology.

Section 4.2     Payment Terms.

        The parties agree that the applicable amount payable shall be tendered
        to Power in successive weekly payments by close of business within the
        next five (5) Business Days (excluding any statutory holiday) of each
        and every week in which payment is being calculated and received in the
        Power bank account, and remitted to such bank designated by Power in
        accordance with Power's instructions and in U.S. Dollars at the bank
        information to be specified by written notice.

Section 4.3     Statement of Ticket Sales.

        Each remittance shall be accompanied by a weekly statement of Gross
        Revenue and Gross Receipts for each Sweepstake, which shall be subject
        to verification by Power's designated accountants and, which statement
        shall disclose the total Gross Revenue and total Net Revenue, the method
        used to calculate the ticket sales, other non-sweepstakes revenue and
        payment, and the amount due Power.  All such statements shall be in a
        form determined in accordance with generally accepted accounting
        principles and acceptable to Power (See also Comprehensive Audit and
        Accounting Procedures in Article 9 below).

ARTICLE 5       NO ABATEMENT

Section 5.1     No Abatement.

        The parties hereto agree that there shall be no abatement or reduction
        of the monies due from the Power to Compte for any reason.

Section 5.2     Access to Business and Records.

        At all times during the subsistence of this Amended Agreement the duly
        authorized representatives of Compte shall, at their sole risk and
        expense and at reasonable intervals and times, have access to Power and
        to all records and other data and information relating to the
        CardStakes.com web site which is in the possession of the Power.

Section 5.3     Notice of Disputes.

        Either party shall provide the other party with written notice of any
        material dispute or matter as between  Power or Compte.

Section 5.4     Non-disclosure Except as Required by Law.

        All information and data concerning or derived from the Operation of the
        CardStakes.com web site shall be kept confidential and, except to the
        extent required by law or by regulation or policy of any securities
        commission, stock exchange or other regulatory body, shall not be
        disclosed to any person in strict confidence without the prior consent
        of both parties, which consent shall not unreasonably be withheld.

ARTICLE 6       ACQUISITION OF REVENUE STREAM

Section 6.1     Cash Payments.

6.1.1   A total cash payment in Canadian Currency of $300,000.00 is to be paid
        to Compte by Power as partial payment for the purchase of a license.

6.1.2   These payments are to be made in three equal installments with the time
        as shown herein:

        (a)     1st Payment paid upon signing of the Agreement made effective
                on 28th of April, 1999.

        (b)     2nd Payment paid upon completion of Alpha Testing.

        (c)     3rd Payment due upon the completion of the Beta Testing.


Section 6.2     Stock Payments.

        A stock payment of 6,000,000 Shares (Six Million Shares) of power common
        restricted stock with a one year hold period in two equal installments
        with 3,000,000 shares to be paid upon signing of the Agreement made
        effective on 28th of April, 1999, and the remaining 3,000,000 shares to
        be paid upon commencing operations.


ARTICLE 7       TERMINATION AND RELATED MATTERS

Section 7.1     Termination for Insolvency.

        Any entry by Power into an agreement and/or general assignment for the
benefit of creditors, voluntary or involuntary, or in the event Power does not
exercise its option to purchase the Proprietary Technology granted by the
provisions of Section 3.5 of this Amended Agreement, any petition by Compte for
reorganization or other relief under the bankruptcy laws of the United States of
America, or any other jurisdiction, shall result in an immediate termination of
all rights granted, licensed or assigned hereunder, from Compte to Power,
without cost to or further consideration from Power.

Section 7.2     Termination for Material Default.

        Subject to Article 13 (FORCE MAJEUR), a non-defaulting party may
terminate this Amended Agreement upon the occurrence of any material default or
breach by the defaulting party of any as follows:

7.2.1   The non-defaulting party will notify the defaulting party in writing of
        the occurrence of a material default of this Amended Agreement;

7.2.2   The defaulting party will have a period of ten (10) days from delivery
        of the written notice in which to either:

        (a)     correct or remedy the material default of this Amended Agreement
                in a manner satisfactory to the non-defaulting party acting
                reasonably;

        (b)     the default of this Amended Agreement which is acceptable to the
                non-defaulting party acting reasonably;

Section 7.3     Right to Cure Material Default.

        Subject to Article 12 (Arbitration) below, if the defaulting party fails
        to correct or remedy the material default of this Amended Agreement or
        provide the non-defaulting party with an acceptable plan for the remedy
        or the correction of the material default of this Amended Agreement, the
        non-defaulting party may terminate this Amended Agreement upon ten (10)
        days written notice to the defaulting party.

Section 7.4     Surrender in Case of Termination.

        Should a termination take effect, Power shall within twenty (20)
        Business Days promptly return to Compte all documents and other material
        containing or in any way relating to Proprietary Technology.

Section 7.5     Survival of Obligations.

        In the event of any termination, all obligations of the parties existing
        prior to termination and all obligations, whether known or unknown at
        the time of termination, stemming from the act or omissions of a given
        party while this Agreement was in force and effect, shall remain an
        obligation of the given party until discharged.

ARTICLE 8       SUBLICENSING/ASSIGNMENT/LIENS/ENCUMBRANCES

Section 8.1     No Charge or Encumbrance.

        Power agrees not to, or not to purport to, assign, pledge, cause any
lien, encumbrance or more generally any cloud of title whatsoever to affect all
or any part of the Proprietary Technology. The parties hereto agree and
understand that the purpose of this clause is to insure that in case of any
termination of rights licensed hereunder, as provided herein, title to the
licensed rights respecting the Proprietary Technology will be free and clear of
any cloud on title.

ARTICLE 9       REPORTING / ACCOUNTING / AUDIT / PAYMENTS

Section 9.1     Monthly Reporting.

        Power shall make daily online and monthly written report, as provided
herein, available to Compte stating as to each period including but not limited
to the amount of Gross Revenue, and the amount due to Compte for the License Fee
under the terms of this Amended Agreement.

Section 9.2     Audit and Records.

        Power shall keep true and accurate records and books of account, in
sufficient detail to enable the fees payable to Compte hereunder to be
determined, showing the annual audited summary of Gross Revenue including a
summary of amounts paid pursuant to Article 4 hereof during the course of this
Amended Agreement, which records and books of account shall be open for
inspection and independent audit by the other parties, or a duly appointed agent
of a party upon reasonable advance notice and during Power's usual business
hours.  In the event a party has such independent audit performed and it reveals
that Power has underpaid Compte by at least $10,000 (Ten Thousand Dollars), then
Power shall reimburse the party that undertook such audit for the reasonable
costs of such audit.

Section 9.3     Certification of Reports.

        Each monthly report contemplated herein shall be accompanied by a
written certification from an authorized officer of Power as to the accuracy of
the report.

Section 9.4     Nil Report.

        Should no sums be due, a report shall nevertheless be rendered to
document the facts and circumstances surrounding the no sums due situation.

Section 9.5     Report Due Date.

        All monthly reports due hereunder shall be filed within 20 days after
the close of each month.

ARTICLE 10      TERM

        Unless earlier terminated according to the provisions herein, this
Amended Agreement shall continue in force and effect in perpetuity.

ARTICLE 11      CONFIDENTIALITY

Section 11.1    Non-disclosure.

        All information disclosed or furnished by one party to the other,
whether orally or in writing, in connection with the transaction contemplated
hereunder shall be deemed to be proprietary and confidential information of the
disclosing party, save and except to the extent that such confidential
information must be disclosed by law.  The receiving party agrees that for the
term of this Amended Agreement plus a period of seven (7) years after the date
of earlier termination of this Amended Agreement, it shall not disclose any
proprietary and confidential information to any third party nor use the
information for any purpose other than acting in the best interest of and to
protect the interest of each party hereto.

Section 11.2    Permitted disclosure.

        The provisions of Section 11.1 notwithstanding, the receiving party may
disclose any such information without the prior written consent of the other
party, if such disclosure is required lawfully by any governmental agency, court
of competent jurisdiction or is otherwise required to be disclosed by law, but
only to the extent of such requirement; provided, however, that before making
any such disclosure, such party will provide to the other party prior written
notice of such contemplated disclosure and an adequate opportunity to interpose
objections to such disclosure or to take such other action as is necessary to
assure the confidential nature of such information.

ARTICLE 12      ARBITRATION/CONSTRUCTION/APPLICABLE LAW

Section 12.1    AAA

        Any controversy or claim arising out of or relating to this Amended
Agreement, or breach thereof, shall be settled by arbitration in accordance with
the International Arbitration Rules of the American Arbitration Association, in
Seattle, Washington, or such other jurisdiction neutral to both parties within
the United States that the parties shall in writing agree, and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof.

Section 12.2    Attornment.

        By the execution of this Amended Agreement each of the parties
irrevocably and unconditionally, with respect to any matter or thing arising out
of or pertaining to this Amended Agreement, hereby attorns and submits to the
jurisdiction of the arbitration hearing to be conducted under the International
Arbitration Rules of the American Arbitration Association, in Seattle,
Washington, by this reference thereto.

Section 12.3    Selection of Arbitrators.

        The arbitration shall be before three neutral arbitrators all of whom
shall be of the State Bar of Washington, actively engaged in the practice of law
for at least ten (10) years to be selected in accordance with the International
Arbitration Rules of the American Arbitration Association and shall proceed
under the expedited procedures of the said Rules, irrespective of the amount in
dispute.

Section 12.4    Choice of Law and Attornment.

        The parties further agree to be bound by the laws of the State of
Washington, but are hereby deemed to have submitted to the said jurisdiction of
the American Arbitration Association in Seattle, Washington, by this reference
thereto, which shall apply the laws of the State of Washington in the
interpretation of this Amended Agreement.

Section 12.5    Remedies.

12.5.1  Authority.

        The arbitrators shall have the authority to award any remedy or relief
that a court of the State of Washington could order or grant, including, without
limitation, specific performance of any obligation created under this Amended
Agreement, the awarding of punitive damages, the issuance of an injunction, or
the imposition of sanctions for abuse or frustration of the arbitration process.

12.5.2  Damages Inadequate.

        Each of the parties confirm that damages at law may be an inadequate
remedy for a breach or threatened breach of this Amended Agreement and agrees
that in the event of a breach or threatened breach of any provision the
respective rights and obligations hereunder shall be enforceable by specific
performance, injunction pending an arbitration hearing, or other equitable
remedy that may be granted pending an arbitration hearing to maintain the status
quo.

12.5.3  Escrow

        Pending the outcome of the arbitration, the parties shall place in
escrow with the American Arbitration Association as escrow agent the monies or
subject matter in dispute.  The escrow agent shall be entitled to release such
monies or subject matter in dispute as directed by the arbitrators in the award,
unless the parties agree otherwise in writing.

ARTICLE 13      FORCE MAJEURE

        Each party shall be excused from any breach or default with respect to
this Amended Agreement to the extent that the party was prevented from
performance by reason of anything beyond the party's control and not reasonably
avoidable such as a strike or other labor disturbance, act of any governmental
authority or agency, fire, flood, wind, storm or any act of God, or the act or
omission of any party not controlled by that party.  No party shall be liable to
the other party for any delay in or failure of performance under this Agreement
due to a Force Majeure.  Any such delay in or failure of performance shall not
constitute default or give rise to any liability for damages.  The existence of
such causes of delay or failure shall extend the period of performance to such
extent as is mutually determined by the parties to be necessary to enable
complete performance by a party if reasonable diligence is exercised after the
causes or delay or failure have been removed.

ARTICLE 14      NOTICES

Section 14.1    Notice Requirements.

14.1.1  All notices for the purpose of this Amended Agreement shall be deemed to
        be properly served when in writing and sent by tele-copier or facsimile,
        to the other party at the address set forth in the opening paragraph of
        this Amended Agreement, or to such substitute address as such party may
        from time to time designate in writing to the other.

14.1.2  Each party shall cause all notices which may in any way affect the
        obligations and responsibilities of the other party to be directed or
        forwarded to that other party as the case may be and agrees to forward
        all notices effecting the Proprietary Technology that may be received
        from third parties to the other party.

14.1.3  An accidental omission in the giving of, or failure to give, a notice
        required by this Amended Agreement will not invalidate or affect in any
        way the legality of any meeting or other proceeding in respect of which
        such notice was or was intended to be given.

14.1.4  A party may change its address by giving written notice of such change
        to the other.

14.1.5  A document sent by telex or facsimile will be deemed to be received on
        the first Business Day after valid transmission.

ARTICLE 15      INDEMNITY FOR MATERIAL BREACH

Section 15.1    Mutual Indemnities.

        Each party shall indemnify, defend and hold the other harmless from and
against all claims, demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries and deficiencies, including interest, penalties and
reasonable attorney's fees, that the other may incur as a result of any material
breach by the other of any terms, representations or warranties hereof.

ARTICLE 16      NON-WAIVER

Section 16.1    No Waiver.

        The failure by either party to enforce at any time any of the provisions
of this Amended Agreement, or any rights in respect thereto, or to exercise any
election herein provided, shall in no way be considered to be a waiver of such
provisions, rights or elections, or in any way to affect the validity of this
Amended Agreement.  The exercise by a party of any of its rights herein or any
of its elections under the terms of covenants herein shall not preclude or
prejudice that party from exercising the same or any other right it may have
under this Amended Agreement or law, irrespective of any previous action or
proceeding taken by that party hereunder.

ARTICLE 17      INVALIDITY/ILLEGALITY OF PART AGREEMENT

Section 17.1    Entire Agreement/Written Modification.

        This Amended Agreement sets forth the entire intent of and understanding
between the parties hereto with respect to the subject matter hereof, supersedes
all prior discussions, negotiations and Agreements between them, and may be
amended only by a written agreement signed by both parties.

Section 17.2    Partial Invalidity / Severability.

        If any provision of this Agreement or any part of any provision (in this
section called the "Offending Provision") is declared or becomes unenforceable,
invalid or illegal for any reason whatsoever including, without limiting the
generality of the foregoing, a decision by any competent courts, legislation,
statutes, bylaws or regulations or any other requirements having the force of
law, then the remainder of this Amended Agreement will remain in full force and
effect as if this Amended Agreement has been executed without the Offending
Provision, but amended so as to be capable of being interpreted in a manner that
is most consistent with the original intention of the parties as stated herein.


ARTICLE 18      FURTHER ASSURANCES

        The parties hereby covenant and agree to do the things, to attend the
meetings and to execute the further documents, Agreements, and assurances that
may be deemed necessary or advisable from time to time in order to carry out the
terms and conditions of this Amended Agreement in accordance with their true
intent.

ARTICLE 19      INTERPRETATION

Section 19.1    Interpretation of Amended Agreement.

        For all purposes of this Amended Agreement, except as otherwise
expressly provided or as the context otherwise requires:

19.1.1  The headings will be considered as provided for convenience only and as
        not forming a part of this Amended Agreement, and will not be used to
        interpret, define or limit the scope, extent or intent of this Amended
        Agreement or any of its provisions;

19.1.2  The word "including", when following any general term or statement, is
        not to be construed as limiting the general term or statement to the
        specific items or matters set forth or to similar items or matters, but
        rather as referring to all other items or matters that could reasonably
        fall within the broadest possible scope of the general term or
        statement;

19.1.3  Accounting terms not otherwise defined have the meanings assigned to
        them in accordance with generally accepted U.S. GAAP;

19.1.4  A reference to a statute includes every regulation made pursuant
        thereto, all amendments to the statute or to any such regulation in
        force from time to time, and any statute or regulation which supplements
        or supersedes such statutes or any such regulation;

19.1.5  A reference to an entity includes any entity that is a successor to such
        entity;

19.1.6  Words importing the masculine gender include the feminine or neuter,
        words in the singular include the plural, and for greater certainty, End
        Users includes all its Related Entities formed at the relevant time, and
        vice versa.

ARTICLE 20      EXECUTION

Section 20.1    Counterparts.

        This Amended Agreement may be executed in one or more counterparts
and/or via one document exchanged between the parties and/or their attorneys,
Federal Express or facsimile machine.  Each part or facsimile shall for all
purposes be deemed an original.

        IN WITNESS WHEREOF, the parties have caused this Amended Agreement to be
executed at Vancouver, British Columbia and Panama City, Panama, effective as of
the date first written above.


COMPTE DE SIERGE ACCOMODATIVE CORPORPORATION

By:  /s/ Mario Vargas Barguil
         --------------------
         Mario Vargas Barguil, Esquire, Director


POWER DIRECT, INC.

By:  /s/ Jack Sha
         --------------------
         Jack Sha, President


By:  /s/ Ferdinand Marehard
         --------------------
         Ferdinand Marehard, Secretary Treasurer