INSTANT ON-LINE LOTTERY LICENSE AGREEMENT



ENTERED INTO THIS         DAY OF       2003



BETWEEN


649.COM  INC
------------
('LICENSOR') incorporated in the State of Nevada, USA with offices in Vancouver,
Canada.

AND


_____________________________,
("LICENSEE")  incorporated  in  ________________  with  offices  in
____________________________




WHEREAS

     -    Licensor  has developed a proprietary instant on-line Lottery software
          program
 .
     -    Licensor  is  in  the  business  of  selling  on-line  gaming software
          Licenses  to  operate a lottery game and wishes to license the 649.com
          Inc  software  program  ('649  Software')  to  Licensee

     -    Licensee  is  desirous of purchasing a 649 Software license to operate
          an  Internet  lottery  gaming  site.


NOW THEREFORE in consideration of the mutual promises, covenants and obligations
contained  herein,  and  for  valuable consideration, receipt of which is hereby
acknowledged,  the  Licensor  hereby  agrees to provide to Licensee a License to
operate  an  instant  on-line Lottery game on a non-exclusive basis on the terms
and  conditions  outlined  in  this  Agreement;


                                        1
<PAGE>
1.   DEFINITIONS
     -----------


     AGREEMENT           Shall  mean  this  Instant  On-Line  Lottery  License
                         Agreement

     CREDIT  CARD
     PROCESSOR           Shall  mean  a  company  that  processes  credit  card
                         transactions.

     CURRENCY            Unless  otherwise  indicated,  all  dollar  amounts are
                         expressed  in  United  States  Dollars.

     EFFECTIVE           Shall  mean  the date the Agreement has been signed and
     DATE                accepted  by  all  parties.

     END  USER           Shall mean an individual the Licensee permits to access
                         and  utilize,  but  not  to  further  distribute,  the
                         software.

     GROSS               Shall  mean  the  revenue generated from the sale of on
     REVENUE             line  Lottery  tickets.

     LICENSE             Shall  mean  the  limited  right  to  use  the software
                         program  provided  to the licensee by the licensor on a
                         non-exclusive  basis.

     LOTTERY             shall mean the game of selecting 6 random numbers using
                         the  649  Software.

     HARDWARE            Shall  mean  all  the  necessary  computers,  servers,
                         routers,  cabling,  monitors,  hard-drives,  back-up
                         systems  and  other  equipment  as  determined  by  the
                         Licensor  in  its  absolute  discretion  that  may  be
                         required  to properly store, distribute and run the 649
                         software.

     ROYALTY             Shall  mean  the  fees  payable to Licensor by Licensee
                         pursuant  to  Schedule  "E".
     FEE                 for  each  ticket  sold.


     649  SOFTWARE       Shall  mean  the  object  code  version of the computer
                         software  program  provided  to  Licensee  by Licensor.



2    THE  SOFTWARE
     -------------

     The  Licensor  hereby  agrees to provide to Licensee a License to operate a
     649  Lottery  style  game  on  a  non-exclusive  basis  as  follows

          a)   THE  LICENSE
               ------------
               Licensor  hereby  grants  to  the  Licensee  a License to use the
               Licensors proprietary software program, subject to the provisions
               of  sub-paragraph  2(c)  below  (the  "  License") for use of the
               Licensors  current version of its web based management system and
               client  software  and  server  software  which  interfaces with a
               Credit  Card  Processing  System.


                                        2
<PAGE>
          b)   HARDWARE
               --------

                    i)   The  Software to be provided by the Licensee shall load
                         and  operate  on  a minimum computer hardware equipment
                         configuration  as  set  out  in  Schedule  'G'

                    ii)  Licensor  shall retain the right to make changes to the
                         above  configuration  as  necessary,  at  their  sole
                         discretion  .


          c)   USAGE
               -----
                    i)   The  Licensor  hereby  grants  to  the  Licensee,  on a
                         non-exclusive  basis,  the  right  to use a copy of the
                         Software  utilizing  a  URL  in  a  legal jurisdiction.
                    ii)  The  Licensee  shall not copy or distribute or cause to
                         be  copied  or distributed the Software for any purpose
                         except  as provided herein, without the written consent
                         of  the  Licensor.
                    iii) The  Licensor  will  provide  the  Licensee  with  an
                         affiliation  program  that will enable Licensee to link
                         third  party  web sites to their site. The program will
                         provide  the Affiliates with the ability to check stats
                         and  track  their  players  accounts
                    iv)  The  Licensee  shall  not  (and  shall not authorize or
                         permit  any  third  party),  to  reverse  engineer,
                         de-compile or disassemble the Software or attempt to do
                         so. If the Licensee becomes aware of the source code of
                         the Software, it shall not make use of or disclose same
                         to  any  party.
                    v)   The Licensor shall have the right at any time, at their
                         discretion,  to  make  changes  and  upgrades  to  the
                         software  program,  wholly  or  partially. However, the
                         Licensee  shall  have the right to refuse to accept the
                         software  changes.

          d)   TRANSACTION  PROCESSING  SYSTEMS.  Licensor  shall  install  a
               transaction  processing  system  that  will  allow  Licensee's
               customers  to  deposit  funds via the Internet through the use of
               credit  cards  accepted  by  a  Credit Card Provider. Alternative
               methods of payment, such as wire transfers, money orders, Western
               Union,  Netteller, and Firepay may also be available but Licensee
               shall  have  no  ownership  right  to  the  processing  system.

          e)   SOFTWARE  OWNERSHIP. Except for the License rights granted to the
               Licensee  in  terms hereof, the Licensor retains all right, title
               and  interest, including the Intellectual property rights, in and
               to  the  Software  provided  to  the  Licensee.

          f)   NON-EXCLUSIVE  AGREEMENT.  Licensee  acknowledges  that this is a
               non-exclusive  agreement  and that Licensor will sell licenses to
               as  many  other  parties as are willing to enter into a licensing
               agreement  with  Licensor.

          g)   RANDOM  NUMBER GENERATOR Also referred to as 'RNG' shall mean the
               numbers  that  are randomly selected by the computer for the game
               using  variable  criteria over which neither the Licensor not the
               Licensee  has  any  control  over.


                                        3
<PAGE>
3    DELIVERY  AND  INSTALLATION
     ---------------------------

          a)   DELIVERY  SCHEDULE.  The  Licensor  shall  deliver or cause to be
               delivered  the Licensor's current Client Server program within 45
               days from the date the graphics have been completed.

          b)   SITE  PREPARATION  AND  INSTALLATION. The Licensor shall load and
               certify  the installation of the Software within 15 days from the
               delivery  of  the client server. The Licensee shall reimburse the
               Licensor  for  any out-of-pocket expenses expended at the request
               of  the  Licensee.



4    CONDITIONS  OF  LICENSE
     -----------------------

     a)   OWNERSHIP OF SOFTWARE. All right, title and interest in and to the 649
     Software,  and  any  copies  thereof and all documentation, source code and
     logic,  which  describes and/or composes such software remains the sole and
     exclusive  property of Licensor or its agents, as the case may be, pursuant
     to  the  terms  of  Licensor's  agreement  with  its  software  supplier.

     b)   FORCE  MAJEUR.  Except  as  otherwise  specifically  provided  herein,
     neither  Licensor nor Licensee and/or their agents shall be responsible for
     failure  of  performance  due  to  causes  beyond  their control, including
     without  limitation,  work  stoppages,  internet  connection  going  down,
     software  hacking  that  shuts  down  Licensees  site, fires, civil unrest,
     riots,  rebellion,  acts  of  God  and  similar  occurrences.

     c)   649  LOTTERY  FORMAT.  The  Lottery  lobby  format  may  be changed by
     licensee  with  licensors  written  approval  at  licensee's  sole  cost.

     d)   ACCESS  TO  SOURCE  CODE. The Licensor shall control possession of the
     Source  Code  and  regulate distribution thereof but shall provide Licensee
     with  limited access. Licensee shall be prohibited from any re-distribution
     of  the  Source  Code  which  will  be  regarded  as  a  felony.


5    TERM
     ----

     TERM.  This  Agreement  shall  commence and be deemed effective on the date
     when  fully executed (the "Effective Date"). This Agreement shall remain in
     effect  for a period of 3 years (the "Term) from the effective date and may
     be  renewed at the option of the Licensee for a further period of 3 years .
     There will be no further Licensing fees due or payable for the privilege of
     extending  the  term.  The  Royalty  fees shall continue into the new term.


                                        4
<PAGE>
6    PAYMENTS  AND  FEES
     -------------------

     LICENSING FEE. Licensee shall pay Licensor a one time, non-refundable fully
     earned  fee  equal  to  the  amount specified in Schedule "C" hereto as the
     "Initial  Fee"  in consideration of Licensor's granting .Licensee a license
     to  use  the  Licensors  Software  Program.

     INSURANCE  Licensor  has  arranged  for Pims Insurance of London to provide
     Licensee  with an insurance policy to guarantee a first prize of 1 million.
     The  cost of taking out this insurance policy is 66,000. If Licensee wishes
     to  take  out this cover, Licensee will negotiate with Pims directly and be
     responsible  fort  the  costs.

     ROYALTY  FEES.  Licensee shall pay to Licensor a continuing monthly Royalty
     fee  fee  as  set out in Schedule "E". Royalty fees are payable to Licensor
     within 15 days after the end of each month. In the event the Licensee is at
     any  time  in  default  of payment of the maintenance fees for more than 21
     days, Licensor may immediately cancel this agreement without further notice
     unless  Licensor in writing gives the Licensee an extension. In the event a
     default  occurs  more  than 2 x in any quarter, the Licensor shall have the
     right  to  cancel  this  agreement  without  further  notice.

     PAYMENTS  AFTER  TERMINATION.  Upon  termination  of this Agreement for any
     reason  other  than  the  default  of  the  Licensor, the Licensor shall be
     entitled  to immediate payments and partial payments that occurred prior to
     the date of termination and for which the Transferor has not yet been paid.

     GOVERNMENT  LICENSING  FEES:  Licensee  will  be responsible to pay for any
     government  licensing  fees in the country they intend to operate pout of..


7    TERMINATION
     -----------

     FAILURE TO PAY FEES. Licensor may terminate this Agreement at any time upon
     10  days  written  notice  if  Licensee  is more than 15 days in arrears in
     paying any monthly fees due or owing to Licensor after same becomes due and
     owing  under  the  terms  of  this  agreement.

     TERMINATION  FOR  BREACH. Licensee may terminate this Agreement at any time
     upon  10  days notice if Licensor is materially in breach of this Agreement
     for  a  period  of more than 15 days. Licensor shall be allowed to cure the
     breach  during  the  notice  period, thus pre-empting Licensee's ability to
     terminate  the  Agreement  in  accordance  with  this  section.

     ACTS  OF  INSOLVENCY.  The Licensor may terminate this Agreement by written
     notice  to  the  Licensee  if  the  Licensee  becomes insolvent, suffers or
     permits  the  appointment of a receiver for its business or assets, becomes
     subject  to  any  proceeding under any bankruptcy or insolvency law whether
     domestic  or  foreign,  or  is  wound  up  or  liquidated,  voluntarily  or
     otherwise.  If Licensor becomes insolvent, is placed in receivership, or in
     Bankruptcy,  this  Agreement  will  terminate  and  all  software  shall be
     returned  to  the  Licensor.

     CUSTOMER  INFORMATION.  Upon  termination  of  this Agreement, all Customer
     Information shall remain the sole and exclusive property of Licensee.


                                        5
<PAGE>
     RETURN  OF  SOFTWARE.  Should  this  Agreement be terminated by Licensor on
     account  of Licensee's default pursuant to this Agreement, the Licensor may
     repossess  any and all Services by directing Licensee in writing to deliver
     all  records,  notes  data,  memoranda,  of  any  nature  that are in their
     possession  or  under their control and return the Software Source Code and
     any  other  Software  programs,  that  Licensor  provided  Licensee, within
     fifteen  (15) days to the Licensor and at Licensee's expense to the nearest
     convenient  location  of  the  Licensor.  Should  Licensee  terminate  this
     Agreement  the  same  terms  and  conditions  as  above apply for return of
     Software.


     FORCE MAJEUR EVENT. In the event that either party is unable to perform any
     of  its  obligations  under this Agreement, or to enjoy any of its benefits
     because  of natural disasters, or communications line failure not the fault
     of the affected party (hereinafter referred to as a "Force Majeure Event"),
     the  party  who  has  been so affected shall immediately give notice to the
     other  party  and  shall do everything possible to resume performance. Upon
     receipt  of  such  notice,  all  obligations  under this Agreement shall be
     immediately suspended. If the period of nonperformance exceeds fifteen (15)
     days from the receipt of notice of the Force Majeure event, the party whose
     ability  to  perform  has  not been affected may, by giving written notice,
     terminate  this  Agreement.

     ILLEGAL  ACTS.  Licensee  undertakes  not to perform any illegal actions or
     transactions  on Licensees Lottery web site. Any adult content and/or proof
     of  money  laundering will be regarded as illegal acts for purposes of this
     agreement.  Upon  written  Notice  from  the  Licensor  that  Licensee  is
     committing  an  illegal  act,  Licensee  shall  immediately  take action to
     terminate  the  illegal  act.  If not cured within 5 working days, Licensor
     may,  at  its sole option, terminate this agreement without further notice.


8    INDEMNIFICATION
     ---------------

     LIMITATION  ON  INDEMNIFICATION.  Except  as  otherwise  provided  herein,
     Licensee  acknowledges and agrees that neither Licensor nor its agents, nor
     any  of  their  respective  members,  shareholders,  directors,  officers,
     employees  or representatives (collectively the "Licensor Parties") will be
     liable  to the Licensee or any of the Licensee's customers for any special,
     indirect, consequential, punitive or exemplary damages, or damages for lost
     profits  or  savings, in connection with this Agreement, its performance or
     breach.  If  despite the foregoing limitations, any of the Licensor parties
     should  become  liable  to Licensee or any other person (a "Claimant"), the
     maximum aggregate liability of the Licensor Parties shall be limited to the
     lesser  of  the actual amount of loss or damage suffered by Claimant or the
     sum of Licensee's fees payable by the Licensee to Licensor for the 3 months
     prior  to  the  loss.

     ACTIVITIES OF LICENSEE. Licensee shall indemnify, defend and hold harmless,
     Licensor  and  its  agents  and  all  Licensor  Parties  (the  "Indemnified
     Parties")  from  and  against  all  damages,  losses,  costs  and  expenses
     (including  actual legal fees and costs), fines and liabilities incurred by
     or  awarded  against  any  of  the  Indemnified  Parties in connection with
     Licensee's  activities under this Agreement, including, without limitation,
     claims  brought  by  a  person  using  or  relying  on  any advice given or
     publication  produced  and  distributed  by  Licensee  or by any Government
     Agency.


                                        6
<PAGE>
     DISRUPTIONS.  Licensee  acknowledges that from time to time, as a result of
     hardware failure, software failure, hurricanes, natural disasters, supplier
     failures, or acts of God, the services provided under this Agreement may be
     temporarily  disrupted.  Licensee  acknowledges  and  agrees  that  neither
     Licensor,  its agents nor any Licensor employees will be liable to Licensee
     or  any  of  Licensee's customers for any special, indirect, consequential,
     punitive  or  exemplary damages, or damages for loss of profits or savings,
     in  connection  with  these  temporary  disruptions.

     GOVERNMENT ISSUES. Licensor shall not be held liable for any damages of any
     kind  which  may result from any government legislation or policy which may
     affect  or  terminate  this  License or result in the Licensees Lottery web
     site  being  shut  down.

9    CONFIDENTIALITY
     ---------------

     Licensee shall not disclose the Confidential Information of Licensor to any
     third  party  without  the  prior  written  consent  of Licensor, nor shall
     Licensee  disclose  the  terms  or  contents of this Agreement to any third
     party who is not bound to maintain the confidentiality between the parties.

10   GOVERNMENT  APPROVALS
     ---------------------

     The  Licensee  warrants  and  represents  that it has or will have obtained
     prior to commencing any activities pursuant to this Agreement, all required
     government  approvals and permits as of the date of this Agreement in order
     to  use and/or operate the Software as provided herein and will ensure that
     Licensee  holds  all  required government approvals and permits in order to
     use  the  Software in their Business, (including Internet gaming licenses),
     and  that they will maintain such approvals and permits throughout the term
     of  this  Agreement.

11   OBLIGATIONS  OF  LICENSOR
     -------------------------

     TO  PROVIDE  THE RESOURCES. Licensor shall provide the resources (excluding
     the  URL  and  Web Page Design) to enable Licensee to operate their own 649
     Lottery  game.

     REPAIRS.  Licensor  shall make all reasonable efforts to repair and correct
     (in  an  expedient  manner)  any  problems that may arise from time to time
     which  would  cause  Licensee to be unable to perform its obligations under
     this  Agreement.  Licensor shall be contactable 24/7 to take urgent problem
     calls  from  the  Licensee.  The parties agree that the calls must be of an
     urgent  nature  which  would  cover  the  following  instances

          a)   The  software  has  crashed
          b)   The  software  is  not  operating  in  a  manner that would allow
               players  to  play  the  game  in  a  normal  manner


                                        7
<PAGE>
12   OBLIGATION  OF  LICENSEE
     ------------------------

     CUSTOMER/TECHNICAL  SUPPORT.  Licensee  will  provide  their customers with
     technical  support  on a 24 hour 7 days a week basis. Licensor will provide
     software  Technical  support  to  Licensee.

     OVERALL  GRAPHICS. Graphics for the Lottery web site shall be determined by
     and  implemented  at  the  expense  of  Licensee.



13   OPERATION  OF  SOFTWARE
     -----------------------

     URL'S.  Licensee  may  operate  their website only as a single URL with the
     name  specified  as  the  "Licensee  URL  Name"  in  Schedule  "B".

     WARRANTY.  Licensor  warrants  that the Random Number Generator used by the
     software  for  purposes of producing the 6 winning numbers are generated in
     an  unbiased  manner.



14   INTELLECTUAL  PROPERTY
     ----------------------

     Except  as  otherwise  provided  for herein, the following provisions shall
     apply  with respect to copyrightable works, ideas, discoveries, inventions,
     applications  for  patents,  and  patents  (collectively,  "Intellectual
     Property"):

          a)   LICENSEE'S  INTELLECTUAL  PROPERTY

               The  Licensee  shall  not  hold  any interest in any Intellectual
               Property  except  for  Copyrights  of  the website for Graphic or
               Graphic  Design  created  by  or  for  the  Licensee.

          b)   DEVELOPMENT  OF  INTELLECTUAL  PROPERTY

               Any items of Intellectual Property discovered or developed by the
               Licensor  (or  the  Licensor's  employees) for the benefit of the
               Licensee  during  the  term of this Agreement shall automatically
               become  the  property  of  the  Licensor.

               Furthermore,  software  features  specifically  developed  by the
               Licensor  for  and  paid  by  the  Licensee  shall  be deemed the
               Intellectual  Property  of the Licensor, however, if there are to
               be  any  exclusivity  and  royalty  conditions  regarding  such
               features,  those  conditions  shall be mutually agreed in writing
               before  such  development  begins.



15   ACCOUNTING
     ----------

     RECORDS.  Licensee  shall track and maintain statistical records of all web
     site  activity,  transactions  and  tickets  sold on the Lottery website by
     Licensees  customers. Licensee shall provide to Licensor at the end of each
     month  a  copy  of  the  daily  deposit  amount  and the daily profit/loss.


                                        8
<PAGE>
     Licensee  acknowledges  that  Licensor has access to the web site data base
     but  not  to  the  players  data  base.

     ACCOUNTING  REPORTS.  Licensee  shall provide weekly accounting reports, as
     required  and/or  as  requested  by  Licensor.

     ARCHIVE  PERIOD.  Licensee  shall  archive  and  maintain  the  accounting
     information  for  a  period  of  1  year.


16   CUSTOMER  DATA
     --------------

     DATABASE.  Licensee  shall  maintain  a  database  containing  the Customer
     Information.  Licensee  will  provide  Licensor  with  statistics  of total
     deposits,  average  player  deposits  , number of new players and number of
     sign-ups or other information that Licensor may require to maintain records
     and  calculate  Royalty  fees.


17   REGULATORY  ISSUES
     ------------------

     Licensee  shall  be  solely responsible for determining the jurisdiction in
     which it chooses to accept and/or to receive wagers. Licensee will not take
     money  wagers  from  the  citizens  of jurisdictions specified by Licensor.


18   WEB  SITE
     ---------

     Licensee shall construct and maintain the entire website where the Software
     is  to  be  made  available  to  Licensee's  customers.  The single Uniform
     Resource  Locator  ("URL")  must  be  provided  by Licensee to market their
     Lottery  website


19   ARBITRATION
     -----------

     Any  controversy  or claim arising out of or relating to this agreement, or
     breach  of  this  agreement,  shall  be settled by binding arbitration, and
     judgment  on  the  award  rendered  by the arbitrator may be entered in any
     court  having jurisdiction. There shall be 1 arbitrator, mutually agreeable
     to  the  parties,  or  if the parties cannot agree on an arbitrator, then a
     court in a competent jurisdiction shall appoint one. The losing party shall
     pay all the expense of the arbitration. The arbitrator shall be selected in
     such  jurisdiction  as determined by Licensor. The parties agree to proceed
     in  the  jurisdiction  selected  by  the  Licensor.  Either  party may take
     alternative  action  to  arbitration  in  a  court of law in a jurisdiction
     specified  by  the  Licensor.


20   RELATIONSHIP  OF  PARTIES
     -------------------------

     Except  as specifically provided herein, nothing contained in the Agreement
     shall  be  construed  to constitute either party as a partner, employee, or
     agent  of  the other, nor shall either party have any authority to bind the
     other  in  any  respect,  it  being  intended  that  each  shall  remain an
     independent  contractor  responsible  for  its  own  actions.


                                        9
<PAGE>
     Furthermore,  it  is  understood  and agreed between the parties that for a
     period of two years from the effective date, the Licensee shall not employ,
     hire  or contract with or in any manner have any of the Licensors employees
     (including  consultants  actively  working  for  the  Licensor) work either
     directly  or  indirectly  for  the  Licensee or their associates or agents,
     without  the written approval of the Licensor, which may be refused without
     reason.


21   REPRESENTATION  OF  UNDERSTANDING
     ---------------------------------

     All  parties  and  signatories to this Agreement acknowledge and agree that
     the  terms  of this Agreement are contractual and not mere recital, and all
     parties and signatories represent and warrant that they have carefully read
     this  Agreement,  have  fully  reviewed its provisions with their attorney,
     know  and understand its contents and sign the same at their own free will.
     It  is  understood  and  agreed  by  all  parties  and  signatories to this
     Agreement  that  execution  of  this  Agreement may affect their rights and
     liabilities to a substantial degree and with the full understanding of that
     fact,  they represent that the covenants provided for in this Agreement are
     in  their  respective  best  interests.


22   CONSEQUENTIAL  DAMAGES
     ----------------------

     In  no  event shall either party be liable for consequential damages caused
     by  the  other  party  unless  there  is  negligence  by  either  party.


23   CONFIDENTIAL  AND  PROPRIETARY  INFORMATION
     -------------------------------------------

     Both  parties  recognize  that  they  have  and/or  shall  have copyrights,
     products,  costs,  business  affairs, trade secrets, technical information,
     product  design  information,  and  other  proprietary  information
     (collectively,  "Information")  which  are  valuable,  special,  and unique
     assets.

          a)   LICENSEE'S  BUSINESS  INFORMATION

               The Licensor agrees not to knowingly distribute, either orally or
               written,  any  information  of  the  Licensee, including specific
               operational  statistics  or results, to a third party without the
               prior  written  approval  of  the  Licensee.

          b)   LICENSOR'S  INTELLECTUAL  PROPERTY

               The Licensee agrees that the Software provided by the Licensor to
               the  Licensee  is the sole property of the Licensor regardless of
               any  payments,  fees or other considerations made to the Licensor
               by  the  Licensee.

          c)   UNAUTHORIZED  DISCLOSURE  OF  INFORMATION

               If  it appears that either party has disclosed (or has threatened
               to  disclose)  Information  in  violation  of this Agreement, the
               other  party  shall  be entitled to an injunction to restrain the
               other  party  from  disclosing,  in  whole  or  in  part,  such
               information,  or from providing any services to any party to whom


                                       10
<PAGE>
               such  information  has been disclosed or may be disclosed pending
               resolution  for  any arbitration filed to resolve a dispute as it
               relates  to  this Agreement. Neither party shall be prohibited by
               this  provision  from  pursuing other remedies, including a claim
               for  losses  and  damages.


          d)   CONFIDENTIALITY  AFTER  TERMINATION  OF  AGREEMENT

               The  confidentiality provisions of this Agreement shall remain in
               full  force and effect after the termination of this Agreement. A
               violation  of  sub-paragraphs  25(a)  or  25(b)  above shall be a
               material  violation  of  this  Agreement.


24   ENTIRE  AGREEMENT
     -----------------

     This  Agreement  constitutes  the  entire Agreement between the parties and
     signatories  and all prior and contemporaneous conversations, negotiations,
     possible  and  alleged  agreements,  and  representations,  covenants,  and
     warranties,  express  or  implied,  oral  or  written,  with respect to the
     subject  matter  hereof,  are  waived, merged herein and superseded hereby.
     There are no other agreements, representations, covenants or warranties not
     set  forth  herein,  the terms of this Agreement may not be contradicted by
     evidence  of  any  prior  or contemporaneous agreement. The parties further
     intend and agree that this Agreement constitutes the complete and exclusive
     statement  of  its  terms  and  no  extrinsic  evidence  whatsoever  may be
     introduced  in  any  judicial  or arbitration proceeding, if any, involving
     this Agreement. No part of this Agreement may be amended or modified in any
     way unless such amendment or modification is expressed in writing signed by
     all  parties  to  this  Agreement.

25   FAXED  COPY
     -----------

     When  all  of  the  parties and signatories have executed this agreement it
     shall  become  effective.  A  faxed  copy  of this signed agreement will be
     binding  upon  the  parties  hereto.


26   GOVERNING  LAW
     --------------

     The  parties  and  signatories  to  this Agreement agree that all questions
     respecting  the  execution,  construction, interpretation or enforcement of
     this  Agreement,  or  the rights obligations and liabilities of the parties
     and  signatories  hereto,  shall  be  determined  in  accordance  with  the
     applicable provisions of the laws of British Columbia, Canada or such other
     jurisdiction  as  specified  by  the  Licensor.



27   JURISDICTIONAL  CONSENT
     -----------------------

     The parties hereto expressly and irrevocably consent to the jurisdiction of
     the  courts  of  the British Columbia, Canada or such other jurisdiction as
     selected  by  the  Licensor  at their sole option. Any action brought by or
     against  either  party  in  connection  with  the  performance,


                                       11
<PAGE>
     termination,  or breach of this Agreement shall be brought in the courts of
     British Columbia, Canada or as selected by Licensor, and the parties hereby
     agree  that courts of such county(ries) shall be a convenient and exclusive
     forum  for  the  hearing  of  any  such  action.

28   NOTICES
     -------

     All  notices  or other documents under this Agreement shall be by email and
     in  writing  and  delivered personally or mailed by certified mail, postage
     prepaid,  addressed  to  the party being noticed at its last known address.

29   NON-WAIVER
     ----------

     The failure of any party to insist upon the prompt and punctual performance
     of  any term or condition in this Agreement, or the failure of any party to
     exercise  any  right or remedy under the terms of this Agreement on any one
     or  more occasions shall not constitute a waiver of that or any other term,
     condition,  right,  or  remedy  on  that or any subsequent occasion, unless
     otherwise  expressly  provided  for  herein.

30   HEADINGS
     --------

     Headings  in  this Agreement are for convenience only and shall not be used
     to  interpret  or  construe  its  provisions.

31   BINDING  EFFECT
     ---------------

     The  provisions  of  this  Agreement shall be binding upon and inure to the
     benefit of each of the parties and their respective successors and assigns.
     Nothing  expressed  or  implied  in this Agreement is intended, or shall be
     construed,  to confer upon or give any person, partnership, or corporation,
     other  that  the  parties,  their  successors and assigns, any benefits, or
     rights  under  or  by reason of this Agreement, except to the extent of any
     contrary  provision  herein  contained.

32   AUTHORITY
     ---------

     The  parties  hereto  represent  and warrant that they possess the full and
     complete authority to covenant and agree as provided in this Agreement and,
     if applicable, to release other parties and signatories as provided herein.
     If  any  party  is  a  corporation,  the signatory for any such corporation
     represents  and  warrants  that  they  possess  the authority and have been
     authorized  by  the  corporation  to  enter  into  this  Agreement.

33   ATTORNEYS  FEES
     ---------------

     Should it be necessary to institute any action to enforce the terms of this
     Agreement,  the  parties hereby agree that the prevailing party in any such
     action  shall  be entitled to recover its reasonable attorneys' fees, which
     shall  include all costs of litigation, including, but not limited to court
     costs,  filing  fees,  and  expert  witness  fees but shall not include any
     traveling  expenses. Further, the attorney fees and costs include the costs
     for  any  appeals.  This  paragraph shall remain separate from any judgment
     entered  to  enforce  its  terms  and shall entitle the prevailing party to
     attorneys  fees  and  costs  incurred  in  connection  with  post  judgment
     collection  and  enforcement  efforts.


                                       12
<PAGE>
34   SEVERABILITY
     ------------

     If  any  provision of this Agreement is held by a court to be unenforceable
     or invalid for any reason, the remaining provisions of this Agreement shall
     be  unaffected  by  such holding. If the invalidation of any such provision
     materially  alters  the  agreement  of  the parties, then the parties shall
     immediately  adopt  new  provisions  to  replace those, which were declared
     invalid.




35   EXHIBITS  INCORPORATED  BY  REFERENCE
     -------------------------------------

     All  schedules  referred to herein are incorporated by reference and are so
     incorporated  for  all  purposes.

36   ASSIGNMENT  OF  THIS  AGREEMENT
     -------------------------------

     This  License  agreement  may not be sold assigned, pledged, encumbered, or
     transferred by the Licensee without the written consent of Licensor, not to
     be  unreasonably  withheld.

37   NOTICE  BY  EMAIL  Licensor  and  Licensee  may  give  Notice to each other
     -----------------
     by  email  which will be binding upon the parties hereto provided a copy of
     the  email  is  faxed  or  sent  by  mail  to the other party within 3 days
     thereafter.




----------------------------------
649.COM INC. - LICENSOR





----------------------------------
                  -  LICENSEE


                                       13
<PAGE>
                                  SCHEDULE "A"
                                  ------------


LICENSEE'S URL to be used as the domain name for the gateway page is

      __________________________



                                  SCHEDULE "B"
                                  -------------



INITIAL FEES: Shall be the sum of $250,000 payable as follows
------------

     a)   $50,000  upon  signing  hereof
     b)   Balance  at  time  the  649  software  has been, loaded onto Licensees
          servers.




                                  SCHEDULE "C"
                                  ------------



LOCATION OF SERVERS
-------------------

Licensee  shall  maintain  the  computer  servers  in  any jurisdiction of their
choice.




                                  SCHEDULE "D"
                                  ------------


THE  ROYALTY  FEE:     Licensee  will  pay Licensor a monthly Royalty Fee of  5%
of the price of each ticket sold by License, directly or indirectly.


                                  SCHEDULE "E"
                                  ------------

The server hardware required to run the 649 Software shall comprise ;



                                       14
<PAGE>