AMENDMENT
      TO

    ASSET
      PURCHASE AGREEMENT

    


    Amendment
      (“Amendment”) dated ___ May 2006 by and between CYOP Systems International, Inc.
      (“Purchaser”), a _______________ 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 16 November
      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

     

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

     

    
      	1.  	
              Purchaser
                shall purchase the Asset from Owner;

            


      	 	 


    

    
      	2.  	
              Seller
                is hereby released from the obligations under the APA by this Amendment,
                and Owner succeeds to said rights and undertakes said
                obligations;

            


      	 	 


    

    
      	3.  	
              All
                payments, stock consideration and obligations of Purchaser shall
                run to
                Owner by this Amendment;

            


      	 	 


    

    
      	4.  	
              Owner
                confirms receipt of the initial deposit (specified in Exhibit B,
                Par. 1 of
                the APA) and the installments (specified in Exhibit B, Par. 3 of
                the APA)
                in accordance with the terms of the
                APA;

            


    

    
    

     

    
      
        
        

      

      
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      	5.  	
              Owner
                and Seller state that there is no default by Purchaser as of the
                current
                date, in accordance with the terms of the APA and of this
                Amendment;

            


      	 	 


    

    
      	6.  	
              The
                payment of USD $255,000 as indicated in Exhibit B of the APA as being
                due
                on 31 March 2006, shall be made on 7 June
                2006;

            


      	 	 


    

    
      	7.  	
              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 	SELLER
	CYOP Systems International, Inc.,
                by 	FutureBet Systems, Inc., by
	 	 
	 	 
	 	 
	________________________	_________________________
	
                Name:

              	Name:
	Title:	Title:
	 	 
	 	 
	
                OWNER

              	 
	FB Software, Ltd., by	 
	 	 
	 	 
	 	 
	
                _________________________
                  

              	 
	
                Name:

              	 
	
                Title:

              	 


      

    

     

    
      
        
        

      

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