MASTER LICENSE AGREEMENT

THIS AGREEMENT made as of the 7th day of October, 1999


B E T W E E N :

               WINNING GAMES INC., a
               company incorporated under
               the laws of the State of
               Illinois (hereinafter
               called "Winning")

                                                OF THE FIRST PART

               - and -

               PACCANUS INC., a company
               incorporated under the laws
               of the Province of Ontario
               (hereinafter called
               "PacCanUs")

                                               OF THE SECOND PART

               -and-

               P.E.S.T. CREATIVE GAMING
               CORPORATION, a company
               incorporated under the laws
               of the Province of Ontario
               (hereinafter called "PEST")

                                                OF THE THIRD PART

               -and-

               RACINGO INVESTMENTS LTD., a
               company incorporated  under
               the  laws  of the State  of
               Delaware      (hereinafter,
               called the "Licensee")

                                               OF THE FOURTH PART

     WHEREAS  Winning is the registered owner of the U.S. RACINGO
Rights and RACINGO Patent;

     AND  WHEREAS  PEST is the registered owner of  the  Canadian
RACINGO Rights, World RACINGO Rights and Copyright Assets;

     AND  WHEREAS  PacCanUs has a fifty (50%) percent  beneficial
interest in the Canadian RACINGO Rights, World RACINGO Rights and
Copyright Assets;

     AND  WHEREAS  Winning, PEST and PacCanUs wish  to  grant  an
exclusive  license  to the Licensee and the  Licensee  wishes  to
acquire   an   exclusive  license,  to  use,  utilize,   develop,
advertise, market, promote, sell, distribute and exploit  in  any
way,  the  RACINGO Patent, U.S. RACINGO Rights, Canadian  RACINGO
Rights,   World   RACINGO  Rights,  Copyright  Assets   and   the
Documentation;

     NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of  the mutual covenants and Agreements contained herein, and  of
other   good   and  valuable  consideration,  the   receipt   and
sufficiency  of which is hereby acknowledged, the parties  hereto
covenant and agree each with the other as follows:

1. Definitions

In this Agreement :

(a)  "Agreement"   means  this  Agreement  and   any   instrument
     supplemental or ancillary to it;

(b)  "Ancillary  Agreements"  means  all  documents,  agreements,
     certificates and instruments to be executed or delivered  by
     any  Person  under  this Agreement including  the  Unanimous
     Shareholders Agreement;

(c)  "Authorized   Representatives"  means   employees,   agents,
     counsel, accountants and other representatives authorized to
     act on behalf of a party hereto or the Licensee;

(d)  "Business  Day" means any day other than a Saturday,  Sunday
     or  statutory holiday in the Province of Ontario, or federal
     holiday in the United States of America;

(e)  "Canadian  RACINGO Rights" means all the  right,  title  and
     interest and all goodwill in the Canadian trademark RACINGO (the
     subject of an application by PEST to register the trademark,
     application number 767,826), the Canadian trademark SUPER RACINGO
     (the subject of an application by PEST to register the trademark,
     application number 767,827), the Canadian trademark  RACINGO
     HORSHOE DESIGN (the subject of an application by PEST to register
     the  trademark,  application number 856,030),  the  Canadian
     trademark RACINGO GOIN' BIG TIME (the subject of an application
     by PEST to register the trademark, application number 856,029),
     and  the Canadian trademark SULKY DESIGN (the subject of  an
     application by PEST to register the trademark, application number
     767,828) and any and all other right, title and interest and all
     goodwill  in  RACINGO in the territory of  Canada,  and  any
     respective Documentation;

(f)  "Claims"  means claims, demands, actions, causes of  action,
     damages, losses, costs, fines, penalties, interest, liabilities
     and expenses, including, without limitation, reasonable legal
     fees;

(g)  "Copyright  Assets" means the copyright  assets  more  fully
     identified  in  Schedule  "A"  hereto,  and  the  respective
     Documentation;

(h)  "Documentation"  means  all documentation  relating  to  the
     RACINGO Patent, U.S. RACINGO Rights, Canadian RACINGO Rights,
     World RACINGO Rights, RACINGO Trademarks and Copyright Assets,
     respectively,  including but not limited  to  all  technical
     documentation, system designs and specifications, flow charts,
     record and file layouts, memoranda, correspondence and other such
     documentation containing or relating to the design or structure
     of the RACINGO Patent, U.S. RACINGO Rights, Canadian RACINGO
     Rights, World RACINGO Rights, RACINGO Trademarks or Copyright
     Assets,  respectively, and any other type of information  or
     material, (in whatever form, whether human or machine readable,
     and in whatever media, existing) relating to the RACINGO Patent,
     U.S.  RACINGO Rights, Canadian RACINGO Rights, World RACINGO
     Rights or Copyright Assets, respectively, that was prepared by or
     for Winning, PEST or PacCanUs (as the case may be);

(i)  "Dollars" shall mean United States dollars;

(j)  "Governmental  Authorities" means any  applicable  Canadian,
     American or non-Canadian and non-American, federal, provincial,
     state  and  municipal agency, ministry,  crown  corporation,
     department, inspector and official;

(k)  "Licensed  Assets"  means and includes the  RACINGO  Patent,
     U.S.  RACINGO Rights, Canadian RACINGO Rights, World RACINGO
     Rights, RACINGO Trademarks, Copyright Assets, and the relevant
     Documentation;

(l)  "Licensors" means Winning, PEST and PacCanUs, collectively;

(m)  "Parties"  means  the parties to the Agreement  and  "Party"
     means any one of them;

(n)  "Patent  and  Trademark  Developers"  means  the  true   and
     complete list of all persons set forth in Schedule "B" hereto who
     either alone or in concert with others, developed, invented,
     discovered, derived, designed, modified, corrected or maintained
     the RACINGO Patent and/or the U.S. RACINGO Rights, and their
     respective Documentation;

(o)  "Permits"  means  authorizations,  registrations,   permits,
     approvals  or  licenses that can be  issued  or  granted  by
     Governmental Authorities;

(p)  "Person"  means an individual, body corporate,  partnership,
     trustee,   trust,   unincorporated  association,   executor,
     administrator or legal representative;

(q)  "RACINGO"  means the pari-mutuel bingo-type wager  game  and
     lottery  identified by the RACINGO Trademarks, the Copyright
     Assets, and all associated know-how, intellectual property and
     other materials utilized in the execution of the RACINGO game as
     held by the Licensors, including the RACINGO Patent, the RACINGO
     Trademarks, and the RACINGO game developed by PEST that was test
     marketed in Connecticut, the rules and regulations of which are
     appended hereto as Schedule "C";

(r)  "RACINGO   Patent"  means  the  United  States  Patent   No.
     5,518,239  dated  May 21, 1996, regarding a  lottery  racing
     sweepstake issued to William H. Johnston and owned by Winning;

(s)  "RACINGO  Trademarks" means the trademark RACINGO  owned  by
     Winning in the United States and the subject of its application
     to register the trademark, Application No. 75/331,278; and the
     Canadian trademark RACINGO (the subject of an application by PEST
     to  register the trademark, application number 767,826), the
     Canadian trademark SUPER RACINGO (the subject of an application
     by PEST to register the trademark, application number 767,827),
     the Canadian trademark RACINGO HORSHOE DESIGN (the subject of an
     application by PEST to register the trademark, application number
     856,030), the Canadian trademark RACINGO GOIN' BIG TIME (the
     subject of an application by PEST to register the trademark,
     application number856,029), and the Canadian trademark SULKY
     DESIGN (the subject of an application by PEST to register the
     trademark, application number 767,828), all owned by PEST in
     Canada; and the European trademark RACINGO owned by PEST, the
     subject of an application by PEST to register the trademark,
     application number 642,728;

(t)  "Shares"  means 1,000 common shares, 1,000 Class  A  Shares,
     1,000 Class B Shares, and 1,000 Class C Shares all in the capital
     of the Licensee;

(u)  "Territory" means the entire world;

(v)  "Trademark  and  Copyright Developers" means  the  true  and
     complete list of all persons set forth in Schedule "D" hereto who
     either alone or in concert with others, developed, invented,
     discovered, derived, designed, modified, corrected or maintained
     the Canadian RACINGO Rights, the World RACINGO Rights, and/or the
     Copyright Assets, and their respective Documentation;

(w)  "Unanimous  Shareholders'  Agreement"  means  the  unanimous
     shareholders'  agreement appended hereto as Schedule "E";

(x)  "U.S.  RACINGO  Rights"  means  all  the  right,  title  and
     interest and all the goodwill in the United States trademark
     RACINGO, the subject of an application by Winning to register the
     trademark, Application No. 75/331,278, and any and all other
     right, title and interest and all of the goodwill in RACINGO in
     the territory of the United States of America;

(y)  "Voting Shares" means the common shares of Licensee; and

(z)  "World  RACINGO  Rights"  means all  the  right,  title  and
     interest  and all of the goodwill in the European  trademark
     RACINGO owned by PEST, the subject of an application by PEST to
     register the trademark, application number 642,728, and any and
     all other right, title and interest and all of the goodwill in
     RACINGO which PEST currently holds or PEST or the Licensee may in
     the  future  acquire or establish world-wide, excepting  the
     territories of the United States of America and Canada.

2. Grant of License

2.1  The Licensors hereby grant the Licensee an exclusive license
to  use the Licensed Assets with respect to the use, utilisation,
development,    advertising,    marketing,    promotion,    sale,
distribution  and  exploitation in any way,  of  RACINGO  in  the
Territory  for a term of twenty (20) years from the date  hereof.
This  license  includes  the right to  manage,  develop,  market,
promote and create derivative works of the Licensed Assets.   The
ownership of all such derivative works shall be governed  by  the
provisions of Article 4 of this Agreement.

2.2   PEST  and PacCanUs hereby grant the Licensee the  exclusive
right  to  display,  reproduce, copy,  transmit  or  license  the
Copyright  Assets  and  any  relevant  Documentation,   and   the
exclusive  right  to create derivative works from  the  Copyright
Assets.

2.3  The Licensors hereby grant the Licensee an exclusive license
to  use  the  RACINGO Trademarks and the Copyright Assets  within
the Territory in connection with the advertising, promotion, use,
operation  and sale of the Licensed Assets for the term  of  this
Agreement.

2.4   As  between the Licensors and the Licensee,  the  Licensors
retain title to their assets licensed hereunder and do not convey
any  proprietary interest therein to the Licensee other than  the
rights specified herein.

2.5   The Licensee shall have the right to sub-license all or any
part of the Licensed Assets without the consent of the Licensors,
provided that the Licensee shall oblige each of its sub-licensees
to  enter  into an agreement with the Licensee whereby  the  sub-
licensee  shall  be  bound  by  predominantly  the  same   terms,
conditions  and obligations as the Licensee with respect  to  the
Licensed Assets sub-licensed.

3. Payment for the License

3.1   The  Licensee shall pay a one-time license fee of $1,000.00
to Winning for the U.S. RACINGO Rights and RACINGO Patent.

3.2   The  Licensee shall pay a one-time license fee of $1,000.00
to  PEST and PacCanUs for the Canadian RACINGO Rights, the  World
RACINGO Rights and the Copyright Assets.


                         3.3   All  license fees for the Licensed
                         Assets   payable  under  this  Agreement
                         shall  be  paid and satisfied  upon  the
                         execution  of  this  Agreement  by   the
                         issuance of the Shares from the treasury
                         of   the   Licensee,  in  the  following
                         proportions:



  Winning             - 500 common shares, 450 Class A Shares,
  450 Class B Shares, and 375 Class C Shares;

  PEST                - 100 common shares, 125 Class A Shares,
  175 Class B Shares, and 250 Class C Shares;

  PacCanUs            - 400 common shares, 425 Class A Shares,
  375 Class B Shares, and 375 Class C Shares.



                         4.  Development  and  Ownership  Of  New
                         Technologies  and  Variations   of   the
                         RACINGO

                             Trademark

4.1   The Parties contemplate that in the course of its business,
Licensee  or  its  sub-licensees may develop new technologies  or
processes for use in connection with the conduct and licensing of
RACINGO  and  related RACINGO goods and services.  In  the  event
such   new  technologies  or  processes  consist  of  or  contain
patentable material, all rights in such material for use:

(i)  in  the  United States shall be and are hereby  assigned  to
     Winning, including all rights to apply for patent protection
     of such technologies or processes; and

(ii) anywhere  outside the United States shall be and are  hereby
     assigned  to  PEST  who shall hold it subject  to  PacCanUs'
     fifty   percent  (50%)  beneficial interest,  including  all
     rights  to  apply for patent protection of such technologies
     or processes,

provided, however, that Winning, PEST and PacCanUs shall  and  do
hereby   grant  Licensee  an  exclusive  license  to   use   such
technologies or processes for the term of this Agreement  to  the
same  extent  and  pursuant to the same  conditions  Winning  has
licensed  the  RACINGO  Patent  to  Licensee  pursuant  to   this
Agreement.

4.2   The Parties contemplate that in the course of its business,
Licensee  or  its  sub-licensees may develop  variations  of  the
RACINGO  trademarks for use in connection with  the  conduct  and
licensing of RACINGO and related RACINGO goods and services.   In
the  event  of  such  trademark development,  Licensee  shall  be
responsible  for  the  clearance  and  selection  of   all   such
variations  of  the  RACINGO  trademarks.   Licensee's   use   of
variations  of  the  RACINGO  marks  shall  be  subject  to   the
Licensors' prior written approval which shall not be unreasonably
withheld.  All rights in variations on RACINGO marks used:

(i)  in  the  United States shall be owned by Winning and Winning
     shall  promptly register such marks with the  United  States
     Patent and Trademark Office; and

(ii) outside  of  the United States shall be owned  by  PEST  who
     shall  hold  it  subject to PacCanUs' fifty   percent  (50%)
     beneficial  interest, and PEST shall promptly register  such
     marks in the relevant jurisdictions,

provided, however, that Winning, PEST and PacCanUs shall  and  do
hereby  grant Licensee an exclusive license to use variations  of
the  RACINGO  marks  developed pursuant  to  the  terms  of  this
Agreement  for the term of this Agreement to the same extent  and
pursuant to their same conditions that Licensor has licensed  the
RACINGO trademarks to Licensee pursuant to this Agreement.

5. General Representations and Warranties of the Parties

      Each  Party represents and warrants to each other Party  as
follows,  and  acknowledges that each of  the  other  Parties  is
relying  on the accuracy of each such representation and warranty
in  entering  into  this  Agreement and  licensing  the  Licensed
Assets:

5.1   Corporation  organisation and  standing:  The  Party  is  a
corporation duly organised, validly existing and in good standing
under  the laws of the jurisdiction of its incorporation, and  is
duly  qualified  to  do business and is in  good  standing  as  a
foreign  corporation in all other jurisdictions where the  nature
of  its  business  or the ownership or leasing  of  its  property
requires  such  qualification, except  where  failure  to  be  so
qualified  would not have a material adverse effect on the  Party
or its business or assets.

5.2   Power  and capacity: The Party has all power  and  capacity
required to execute, deliver, and perform this Agreement, and  to
license those of the Licensed Assets to which it has valid title.

5.3   Authorisation and enforceability: The execution,  delivery,
and  performance of this  Agreement and the consummation  of  the
transactions  contemplated  hereby have  been  duly  and  validly
authorised by all necessary corporate action on the part  of  the
Party.   This Agreement is a legal, valid, and binding obligation
of  the  Party,  enforceable against it in  accordance  with  its
terms.  When  executed and delivered by the parties thereto,  all
instruments,  agreements,  writings,  consents,  assignments  and
other  documentation as delivered by the Party pursuant  to  this
Agreement  will  each  constitute a  legal,  valid,  and  binding
obligation  of  the Party, enforceable against it  in  accordance
with its terms.

5.4   No  Bankruptcy: No proceedings have been taken, are pending
or  authorised by the Party or by any other person in respect  to
the  bankruptcy, insolvency, liquidation, dissolution or  winding
up of the Party.

5.5  No violation. Neither the execution nor the delivery of this
Agreement  nor the consummation of the transactions  contemplated
hereby  (including,  without limitation, the  assignment  of  all
contracts and licences to be assigned to Licensee hereunder) will
conflict  with,  violate, or result in a breach  of  any  of  the
terms,  conditions,  or provisions of, or  constitute  a  default
under, or (with or without the giving of notice or the passage of
time or both) entitle any party to terminate or declare a default
under  the  constating documents or by-laws of the Party  or  any
contract,  agreements,  lease,  licence,  or  instrument  or  any
judgement  or decree to which the Party is a party or  to  or  by
which  the Party or those Licensed Assets owned by the Party  may
be subject or bound.

5.6   Consents, Authorizations and Registrations - All  consents,
approvals, orders and authorizations of, from or notifications to
any  persons  or Governmental Authorities required in  connection
with  the  completion of any of the transactions contemplated  by
this   Agreement,  the  execution  of  this  Agreement,  or   the
performance  of any of the terms and conditions  of  this   shall
have  been obtained on or before the execution of this Agreement.
There  shall be no injunction or order issued preventing, and  no
pending  or  threatened claim, action, litigation or  proceeding,
judicial or administrative, or investigation against any Party by
any Governmental Authority or Person for the purpose of enjoining
or  preventing the consummation of this Agreement,  or  otherwise
claiming  that  this  Agreement or the  consummation  thereof  is
improper  or would give rise to proceedings under any statute  or
rule of law.

6. Representations, Warranties and Covenants of Winning

      Winning  represents and warrants to each of  the  Licensee,
PEST and PacCanUs, as stated below, and acknowledge that each  of
the  Licensee, PEST and PacCanUs, is relying on the  accuracy  of
each  such  representation and warranty  in  entering  into  this
Agreement and licensing the Licensed Assets:

6.1   List  of  Developers: Schedule "B" sets forth  a  true  and
complete  list  of  all  Patent and  Trademark  Developers  being
persons  who  either alone or in concert with others,  developed,
invented,  discovered, derived, designed, modified, corrected  or
maintained the U.S. RACINGO Rights and RACINGO Patent  and  their
respective Documentation

6.2   Identity  of  Developers: All of the Patent  and  Trademark
Developers are:

(a)  employees  or former employees of Winning all of whose  work
     or access with respect to any of the U.S. RACINGO Rights and
     RACINGO  Patent occurred within the scope and in the regular
     course  of  their  employment, on the business  premises  of
     Winning, and using only the equipment of Winning; or

     (b)  independent    contractors   or   former    independent
          contractors  of  Winning, all of whom  have  or  as  of
          Closing  will  have executed valid and binding  written
          assignments  of all rights in any inventions  or  works
          produced  pursuant to the relationship or  relating  to
          any  of  the U.S. RACINGO Rights and RACINGO Patent  in
          form  and substance reasonably satisfactory to Licensee
          and its counsel.

6.3  Winning rights - Protection and Infringement

     (a)  Secrecy. Winning has taken reasonable security measures
          to  protect the secrecy, confidentiality, and value  of
          the RACINGO Patent and the U.S. RACINGO Rights, and all
          confidential  information  and  trade  secrets  related
          thereto.  Neither  the relevant Documentation  nor  any
          other  proprietary  information  relating  thereto,  in
          whole  or in any material part, has every been  copied,
          released, distributed, removed from Winning's  premises
          or in any way disclosed to any person; except that:

          (i)  standard  back-up copies and working  copies  have
               been  made and maintained securely under the  sole
               control of Winning;

          (ii) the  RACINGO  Patent and the U.S.  RACINGO  Rights
               have  each  been  properly issued  by  the  United
               States Patent and Trademark Office; and

          (iii)     the Patent and Trademark Developers have used
               and  had access to such  materials and information
               solely  within  the scope of their  employment  or
               contractual  relationships,  pursuant  to   valid,
               binding    and    enforceable    obligations    of
               confidentiality with respect thereto, and all  the
               Patent and Trademark Developers have returned  all
               such  materials to Winning and retained no  copies
               thereof.

     (b)  Infringement  of third party rights.  To  best  of  the
          knowledge  and  belief  of  Winning,  aside  from   any
          infringement  with  regard  to  the  Canadian   RACINGO
          Rights,  World RACINGO Rights and the Copyright Assets,
          no  infringement of any patent, copyright,  mask  work,
          trade  mark  or  service mark, or  misappropriation  or
          violation  of  any other party's proprietary  right  by
          Winning  has occurred or results from the use, copying,
          modification,  manufacture,  marketing,  promotion   or
          distribution  of  the U.S. RACINGO Rights  and  RACINGO
          Patent, and no claim or threat thereof has been made in
          respect  of any of the foregoing matters, and its  use,
          copying,   modification  distribution,  licensing   and
          commercial  exploitation by Licensee, and  its  use  by
          customers, will not infringe upon or violate any rights
          of any third party.

     (c)  Infringement of Winning rights. Other than with  regard
          to  the  Canadian RACINGO Rights, World RACINGO Rights,
          the  Copyright Assets, and a bingo betting game  called
          Bingo  Bet being conducted in Arkansas, Winning has  no
          knowledge  of  any  past  or present  infringement  of,
          misappropriation  or  violation  of,  breach   of   any
          material   obligations  with  respect  to,   or   other
          impairment  of  any  of  the U.S.  RACINGO  Rights  and
          RACINGO  Patent or unauthorised use of the U.S. RACINGO
          Rights and RACINGO Patent.

6.4  RACINGO Patents and U.S. RACINGO Rights

     (a)  Title. Winning has good and marketable right and  title
          to  all  of the U.S. RACINGO Rights and RACINGO  Patent
          and  has  the right to grant the license so granted  to
          the  Licensee  pursuant  the provisions  of  Article  2
          herein; and the U.S. RACINGO Rights and RACINGO  Patent
          is not subject to any contract of sale or licence lien,
          mortgage,   security  interest,  pledge,   encumbrance,
          charge, claim, or restriction of any kind.

     (b)  Vested  Title. Upon execution and delivery to  Licensee
          of this Agreement, and the other instruments of license
          or transfer provided for herein, Winning shall continue
          to be vested with good and marketable title to the U.S.
          RACINGO  Rights and RACINGO Patent, free and  clear  of
          all  liens,  mortgages,  security  interests,  pledges,
          encumbrances, charges, claims, and restrictions of  any
          nature  whatsoever, and upon the license  of  the  U.S.
          RACINGO  Rights  and  RACINGO  Patent  to  Licensee  in
          accordance  with  this Agreement, no further  right  or
          license or permission or consent is or will be required
          for  Licensee to use, copy, or modify the U.S.  RACINGO
          Rights  and RACINGO Patent, or (other than with respect
          to  the  Canadian  RACINGO  Rights  and  the  Copyright
          Assets)  to manufacture, market, distribute and support
          RACINGO and any other products contemplated therein.

     (c)  No  Restrictions. The U.S. RACINGO Rights  and  RACINGO
          Patent   are   not   subject  to  any  contractual   or
          governmental  restriction  which  might  prohibit   the
          consummation of the transactions contemplated  by  this
          Agreement or the use thereof.

     (d)  Related  Company.   For  the purposes  of  establishing
          rights in the RACINGO Rights as a result of its use  of
          this  mark  in  the  United States, Licensee  shall  be
          considered a related company to Winning and all  rights
          in  the U.S. RACINGO Rights in the United States  shall
          inure to the benefit of Winning.

6.5   Finders'  fees.  There  are no  claims  for  any  brokerage
commissions or finders' fees (or any basis therefor) relating  to
the  transactions contemplated by this Agreement  resulting  from
any action taken by Winning or any affiliate or agent thereof.

6.6   Accuracy of schedules. All schedules provided  pursuant  to
this  Agreement are true and complete, and Winning has  delivered
to Licensee complete and correct copies of all documents referred
to (or which in any material way relate to the matters set forth)
in such schedules.

6.7   Disclosure. No representation or warranty by Winning herein
contained,  and  no  statement made in  any  schedule  hereto  or
certificate   furnished  in  connection  with  the   transactions
contemplated  hereby,  contains  or  will  contain   any   untrue
statement of a material fact, or omits to state any material fact
necessary   to   make  the  statements  contained   therein   not
misleading.

7. Representations and Warranties of  PEST

      PEST  represents  and  warrants to each  of  the  Licensee,
Winning and PacCanUs, as stated below, and acknowledge that  each
of the Licensee, Winning and PacCanUs, is relying on the accuracy
of  each  such representation and warranty in entering into  this
Agreement and licensing the Licensed Assets:

7.1   Finders'  fees.  There  are no  claims  for  any  brokerage
commissions or finders' fees (or any basis therefor) relating  to
the  transactions contemplated by this Agreement  resulting  from
any action taken by PEST or any affiliate or agent thereof.

7.2   Accuracy of schedules. All schedules provided  pursuant  to
this  Agreement are true and complete, and PEST has delivered  to
Licensee complete and correct copies of all documents referred to
(or which in any material way relate to the matters set forth) in
such schedules.

7.3   Disclosure. No representation or warranty  by  PEST  herein
contained,  and  no  statement made in  any  schedule  hereto  or
certificate   furnished  in  connection  with  the   transactions
contemplated  hereby,  contains  or  will  contain   any   untrue
statement of a material fact, or omits to state any material fact
necessary   to   make  the  statements  contained   therein   not
misleading.

8. Representations and Warranties of  PacCanUs

      PacCanUs  represents and warrants to each of the  Licensee,
PEST  and Winning as stated below, and acknowledge that  each  of
the  Licensee,  PEST and Winning, is relying on the  accuracy  of
each  such  representation and warranty  in  entering  into  this
Agreement and licensing the Licensed Assets:

8.1   Finders'  fees.  There  are no  claims  for  any  brokerage
commissions or finders' fees (or any basis therefor) relating  to
the  transactions contemplated by this Agreement  resulting  from
any action taken by PacCanUs or any affiliate or agent thereof.

8.2   Accuracy of schedules. All schedules provided  pursuant  to
this  Agreement are true and complete, and PacCanUs has delivered
to Licensee complete and correct copies of all documents referred
to (or which in any material way relate to the matters set forth)
in such schedules.

8.3  Disclosure. No representation or warranty by PacCanUs herein
contained,  and  no  statement made in  any  schedule  hereto  or
certificate   furnished  in  connection  with  the   transactions
contemplated  hereby,  contains  or  will  contain   any   untrue
statement of a material fact, or omits to state any material fact
necessary   to   make  the  statements  contained   therein   not
misleading.

9.  Additional Representation, Warranties and Covenants  of  PEST
and PacCanUs

      PEST  and  PacCanUs represent and warrant to  each  of  the
Licensee  and Winning as stated below and acknowledges that  each
of  the Licensee and Winning are relying on the accuracy of  each
such  representation and warranty in entering into this Agreement
and licensing the Licensed Assets:

9.1   List  of  Developers: Schedule "D" sets forth  a  true  and
complete list of the Trademark and Copyright Developers being all
persons  who  either alone or in concert with others,  developed,
invented,  discovered, derived, designed, modified, corrected  or
maintained any or all of the Canadian RACINGO Rights,  the  World
RACINGO  Rights,  and  the Copyright Assets  and  the  respective
Documentation

9.2   Identity of Developers: All of the Trade Mark and Copyright
Developers are:

(a)  employees or former employees of PEST and PacCanUs,  all  of
     whose  work  or access with respect to any of  the  Canadian
     RACINGO Rights, the World RACINGO Rights or Copyright Assets
     occurred within the scope and in the regular course of their
     employment,  on the business premises of PEST  or  PacCanUs,
     and using only the equipment of PEST or PacCanUs; or

(b)  independent contractors or former independent contractors of
     PEST  or  PacCanUs, all of whom have or as of  Closing  will
     have  executed valid and binding written assignments of  all
     rights  in any inventions or works produced pursuant to  the
     relationship  or  relating to any of  the  Canadian  RACINGO
     Rights, the World RACINGO Rights or Copyright Assets in form
     and  substance reasonably satisfactory to Licensee  and  its
     counsel.

9.3  PEST and PacCanUs rights - Protection and Infringement

     (a)  Secrecy.   PEST  and  PacCanUs  have  taken  reasonable
          security    measures    to   protect    the    secrecy,
          confidentiality,  and  value of  the  Canadian  RACINGO
          Rights,  the  World  RACINGO Rights and  the  Copyright
          Assets,  and  all  confidential information  and  trade
          secrets   related   thereto.   Neither   the   relevant
          Documentation  nor  any  other proprietary  information
          relating thereto, in whole or in any material part, has
          every been copied, released, distributed, removed  from
          PESTs' or PacCanUs' premises or in any way disclosed to
          any person; except that:

          (i)  standard  back-up copies and working  copies  have
               been  made and maintained securely under the  sole
               control of PEST or PacCanUs; and

          (ii) the  Trademark and Copyright Developers have  used
               and  had access to such  materials and information
               solely  within  the scope of their  employment  or
               contractual  relationships,  pursuant  to   valid,
               binding    and    enforceable    obligations    of
               confidentiality with respect thereto, and all  the
               Trademark  and Copyright Developers have  returned
               all  such  materials  to  PEST  and  PacCanUs  and
               retained no copies thereof.

     (b)  Infringement  of third party rights.  To  best  of  the
          knowledge  and belief of PEST and PacCanUs, aside  from
          any infringement with regard to the U.S. RACINGO Rights
          and  RACINGO Patent and the possible infringement  with
          regard  to a bingo betting game called Bingo Bet  being
          conducted  in Arkansas, no infringement of any  patent,
          copyright,  mask work, trade mark or service  mark,  or
          misappropriation  or  violation of  any  other  party's
          proprietary right by PEST and PacCanUs has occurred  or
          results    from   the   use,   copying,   modification,
          manufacture,  marketing, promotion or  distribution  of
          the  Canadian RACINGO Rights, the World RACINGO  Rights
          and  Copyright  Assets, and no claim or threat  thereof
          has  been  made  in  respect of any  of  the  foregoing
          matters,    and    its   use,   copying,   modification
          distribution, licensing and commercial exploitation  by
          Licensee,  and its use by customers, will not  infringe
          upon or violate any rights of any third party.

     (c)  Infringement  of PEST and PacCanUs Rights.  Other  than
          with  regard  to the, U.S. RACINGO Rights, the  RACINGO
          Patent, and a bingo betting game called Bingo Bet being
          conducted  in Arkansas, neither PEST nor PacCanUs  have
          any  knowledge of any past or present infringement  of,
          misappropriation  or  violation  of,  breach   of   any
          material   obligations  with  respect  to,   or   other
          impairment  of  any  rights of PEST or  PacCanUs,  with
          regard  to  the  Canadian  RACINGO  Rights,  the  World
          RACINGO   Rights  or  the  Copyright  Assets   or   any
          unauthorised  use of the Canadian RACINGO  Rights,  the
          World  RACINGO  Rights or Copyright  Assets.   Autotote
          Systems  Inc.  currently owns software it developed  at
          the behest of PEST which is necessary for execution  of
          computerised  application  of  RACINGO,  but   Autotote
          Systems  Inc. has no rights whatsoever with  regard  to
          RACINGO  and  therefore  cannot utilise  said  software
          without the express consent of PEST and PacCanUs.

9.4   Canadian RACINGO Rights, World RACINGO Rights and Copyright
Assets

     (a)  Title. PEST and PacCanUs have good and marketable right
          and  title  to all of the Canadian RACINGO Rights,  the
          World RACINGO Rights and Copyright Assets, and have the
          right  to  grant the licence so granted to the Licensee
          pursuant  to  the provisions of Article 2  herein;  and
          none  of  the  Canadian RACINGO Rights,  World  RACINGO
          Rights  or Copyright Assets are subject to any contract
          of  sale  or licence lien, mortgage, security interest,
          pledge,  encumbrance, charge, claim, or restriction  of
          any kind.

     (b)  Vested  Title. Upon execution and delivery to  Licensee
          of this Agreement, and the other instruments of license
          provided  for herein, PEST and PacCanUs shall  continue
          to  be  vested  with good and marketable title  to  the
          Canadian  RACINGO Rights, the World RACINGO Rights  and
          Copyright   Assets,  free  and  clear  of  all   liens,
          mortgages,  security interests, pledges,  encumbrances,
          charges,   claims,  and  restrictions  of  any   nature
          whatsoever,  and  upon license of the Canadian  RACINGO
          Rights,  the World RACINGO Rights and Copyright  Assets
          to  Licensee  in  accordance with  this  Agreement,  no
          further right or license or permission or consent is or
          will  be required for Licensee to use, copy, or  modify
          the  Canadian RACINGO Rights, the World RACINGO  Rights
          and  Copyright Assets, or (other than with  respect  to
          the  U.S.  RACINGO  Rights and the RACINGO  Patent)  to
          manufacture, market, distribute and support RACINGO and
          any other products contemplated therein.

     (c)  No  Restrictions. None of the Canadian RACINGO  Rights,
          the  World  RACINGO  Rights  or  Copyright  Assets  are
          subject  to any contractual or governmental restriction
          which   might   prohibit  the   consummation   of   the
          transactions contemplated by this Agreement or the  use
          thereof.

     (d)  Related  Company.   For  the purposes  of  establishing
          rights in the RACINGO Trademark as a result of its  use
          of  this  mark in Canada and worldwide, except  in  the
          United  States, Licensee shall be considered a  related
          company  to  PEST and PacCanUs and all  rights  in  the
          Canadian  RACINGO  Rights and World RACINGO  Rights  in
          Canada  and  worldwide, except in  the  United  States,
          shall inure to the benefit of Pest and PacCanUs.

10.  Representations, Warranties and Covenants of the Licensee

      The Licensee represents, warrants and covenants to each  of
PEST, PacCanUs and Winning as stated below, and acknowledges that
PEST,  PacCanUs and Winning are relying on the accuracy  of  each
such  representation, warranty and covenant in entering into this
Agreement and licensing the Licensed Assets:

10.1   Regulatory  Approvals:   No  governmental  or   regulatory
authorisation approval, order, consent or filing is  required  on
the  part  of  the  Licensee, in connection with  the  execution,
delivery and performance of this Agreement and the performance of
the Licensee's obligations under this Agreement.

10.2  Finders'  Fees:  There  are no  claims  for  any  brokerage
commissions or finders' fees (or any basis therefor) relating  to
the  transactions contemplated by this  resulting from any action
taken by Licensee or any affiliate or agent thereof.

10.3  Shares:  The  Shares shall be duly and validly  issued  and
outstanding as fully paid and non-assessable and upon Closing the
Shares  shall represent all of the share capital of the Licensee.
Other  than  as itemised in the Unanimous Shareholders Agreement,
appended  hereto  as  Schedule  "E"  (to  be  entered  into  upon
execution  of this Agreement) there are no other shareholders  of
the  Licensee.  Other than as contemplated by this Agreement  and
the  Schedules attached hereto, there is no option or other right
of  any  kind  in existence, authorised or agreed to which  could
result  in  any further shares or the securities of the  Licensee
being allotted or issued or becoming outstanding.

10.4  Bona Fides:  The Licensee will not challenge the bona fides
of the Licensed Assets while this Agreement is in force.

10.5 Title:  The Licensee agrees that it will not during the term
of  this  Agreement, or thereafter, challenge the  title  or  any
rights  of the Licensors in and to the Licensed Assets or  attack
the validity of this license.

10.6  Business  and Marketing Plan:  The Licensee  shall  jointly
develop  with  the  Licensors  as soon  as  reasonable  practical
business  and  marketing plans for RACINGO and  use  commercially
reasonable  efforts to promote and facilitate the commercial  and
financial  viability  of  RACINGO.   The  Licensee  shall,  using
commercially reasonable efforts, continue to develop the business
and marketing plans for the RACINGO so that it has an opportunity
to  succeed  in the gaming market.  Quarterly meetings  shall  be
held  between the Licensee and the Licensors for the  purpose  of
developing,  adjusting and modifying, if necessary, the  business
and  marketing plans, such consultation meetings to  be  held  in
person or via telephone.

10.7  Software:  The Licensee assumes the risk as to the  quality
and performance of any software which has been or will be created
for the facilitation and operation of RACINGO.

10.8  Authorised Licensee:  The Licensee will identify itself  as
an  authorised  licensee of the Licensed  Assets  (including  the
patents and RACINGO Trademarks contained therein) and not as  the
owner of the Licensed Assets.

10.9  Taxes and License Fees:  The Licensee will pay any and  all
sales  and  use  taxes  levied or based upon  the  price  of  the
Licensed  Assets  and  the license fees payable  related  to  the
Licensed Assets.

10.10      Use of Trademarks:  The Licensee shall use the RACINGO
Trademarks only in connection with the use, operation, marketing,
promotion,  advertising or sale of RACINGO and in a manner  which
complies  with  the  standards of quality and service  which  are
usual  for  and  are  followed by the Licensee  in  offering  and
providing similar services, which standards of quality are hereby
expressly  acknowledged and affirmed by the  Licensors  as  being
acceptable   standards   for  the  use,   operation,   marketing,
promotion,  advertising or sale of RACINGO Licensed Assets.   The
Licensors  shall have the right to examine the nature and  manner
of  all uses to which the Licensee may put the RACINGO Trademarks
to  ensure  material conformity with these standards of  quality,
and  the  Licensee  shall make such changes to  its  use  of  the
RACINGO  Trademarks  as  may  reasonably  be  requested  by   the
Licensors.

10.11      Quality Control:  The Licensee agrees to maintain  the
quality  of  the Licensed Assets and the advertising,  promotion,
and  packaging  therefor  consistent  with  the  quality  of  the
Licensors'  present use, advertising, promotion and packaging  of
the  Licensed Assets, which quality standards have been  mutually
agreed  upon by the Parties.  The Licensee shall promptly  submit
to the Licensors copies of all goods, advertising, promotional or
packaging  materials to be used with the Licensed Assets  as  may
reasonably  be  requested by the Licensors.  The  Licensee  shall
make  such  changes  to said goods, advertising,  promotional  or
packaging  materials  as  may  reasonably  be  requested  by  the
Licensors.

10.12      Conform  to  Legal Requirements:  The  Licensee  shall
conform   to   all   existing  and  yet-to-be  determined   legal
requirements  of each and every jurisdiction in  which  it  shall
use, operate or market the Licensed Assets, including all laws of
each  such  jurisdiction governing patents, trademarks and  other
intellectual property rights.

10.13      Protection  or Registration of Licensee  Rights:   The
Licensee  agrees to assist Licensors, at the Licensors'  expense,
to  the extent necessary in the procurement of any protection  or
registration for the Licensed Assets, or to protect  any  of  the
Licensors'  rights  to the Licensed Assets. If  the  Licensee  so
desires,  the Licensor shall commence or prosecute any claims  or
suits  necessary to protect the Licensed Assets and the  Parties'
rights  thereto,  either in its own name or in the  name  of  the
Licensee  or  with the Licensee joined as a party  thereto.   The
Parties  shall  notify each other in writing of any infringements
or  limitations  by others in the Licensed Assets  for  goods  or
services  which  are the same as or similar to those  covered  by
this Agreement which may come to either Party's attention.

11. Indemnification

11.1  Mutual  Indemnifications for Breaches of Warranty,  etc.  -
Subject to section 11.3, the Licensee hereby covenants and agrees
with  the  Licensors and the Licensors hereby covenant and  agree
severally  with  the Licensee, and the Licensors hereby  covenant
and  agree severally with each other (the parties covenanting and
agreeing  to  indemnify another party under this Article  11  are
hereinafter individually referred to as "Indemnifying Party"  and
the  parties  that are being indemnified by another  Party  under
this  Article 11 are hereinafter individually referred to as  the
"Indemnified   Party")  to  indemnify  and  save   harmless   the
Indemnified Party, effective as and from the Closing  Time,  from
and  against any Claims which may be made or brought against  the
Indemnified Party and/or which it may suffer or incur as a result
of, or arising out of:

     (a)   any non-fulfilment of any covenant or  on the part  of
     the Indemnifying Party under this Agreement or any Ancillary
     Agreement,  or  any  incorrectness  in  or  breach  of   any
     representation   or  warranty  of  the  Indemnifying   Party
     contained in this Agreement or any Ancillary Agreement; or

     (b)  any alleged or actual infringement of any third party's
     trademark, copyright, patent, or other intellectual property
     rights,  or  any alleged or actual misappropriation  of  any
     third  party's  trade secrets by any  one  or  more  of  the
     Licensors; or

     (c)  the violation by the Licensee of any law, regulation or
     other  legal requirement as a result of the Licensee's  use,
     operation or marketing of the Licensed Assets; or

     (d)  the Licensee's use of the Licensed Assets.

11.2  Undisclosed Liabilities Indemnity - Notwithstanding Article
11.1 and without limiting the generality of Article 11.1

(a)  the  Licensors shall indemnify the Licensee from all  Claims
     arising  from  liabilities or obligations  to  Persons  that
     arise  from  the act or failure of Licensors  prior  to  the
     Closing Date that are not disclosed to the Licensee pursuant
     to Articles 5, 6, 7, 8 and 9, respectively; and

     (b)        the  Licensee shall indemnify the Licensors  from
          all  Claims arising from liabilities or obligations  to
          Persons  that arise from the act or failure to  act  of
          the  Licensee  prior to the Closing Date that  are  not
          disclosed to the Licensors pursuant to Article 10.

11.3  Limitation on Mutual Indemnification -  The indemnification
obligations of each of the Parties pursuant to Article  11.1  and
11.2 shall be subject to the following:

(a)  the  provisions  of  Articles 5, 6, 7, 8,  9  and  10  shall
     survive termination of this Agreement for any reason, for  a
     period of two (2) years.;

     (b)  the  indemnity  obligations under  Article  11.2  shall
          survive  the  termination  of  the  Agreement  for  any
          reason, for a period of two (2) years;

     (c)  there  shall  be no limit as to amount  in  respect  of
          breaches of the representations and warranties  of  the
          Parties  other  than  as specifically  limited  by  the
          provisions of the Article; and

     (d)  an   Indemnifying  Party  shall  not  be  required   to
          indemnify  an  Indemnified Party  until  the  aggregate
          Claims  sustained  by the Indemnified  Party  exceed  a
          value  of $5,000, in which case the Indemnifying  Party
          shall  be  obligated to the Indemnified party  for  all
          Claims without limit as to amount.

11.4  Procedure  for  Indemnification - The following  provisions
shall apply to any Claims for which an Indemnifying Party may  be
obligated  to  indemnify an Indemnified Party  pursuant  to  this
Agreement:

          (a)  upon receipt from a third party by the Indemnified
          Party  of  notice  of a Claim or the Indemnified  party
          becoming  aware  of  a Claim in respect  of  which  the
          Indemnified  Party  proposes to demand  indemnification
          from  the  Indemnifying  Party, the  Indemnified  Party
          shall  give  notice to that effect to the  Indemnifying
          Party with reasonable promptness, provided that failure
          to  give  such notice shall not relieve an Indemnifying
          Party from any liability it may have to the Indemnified
          Party  except to the extent that the Indemnifying Party
          is prejudiced thereby;

          (b)   in the case of Claims arising from third parties,
          the  Indemnifying Party shall have the right by  notice
          to  the  Indemnified party not later than  thirty  (30)
          days after receipt of the notice described in paragraph
          (i)  above  to  assume  the  control  of  the  defence,
          compromise  or settlement of the Claims, provided  that
          such  assumption shall, by its terms, be without  costs
          to  the  Indemnified  Party and the Indemnifying  Party
          shall  at  the Indemnified Party's request  furnish  it
          with  reasonable security against any  costs  or  other
          liabilities  to  which it may be or become  exposed  by
          reason of such defence, compromise or settlement;

          (c)  upon the assumption of control by the Indemnifying
          Party   as  aforesaid,  the  Indemnifying  Party  shall
          diligently  proceed  with the  defense,  compromise  or
          settlement of the Claims at its sole expense, including
          employment  of counsel reasonably satisfactory  to  the
          Indemnified  Party  and, in connection  therewith,  the
          Indemnified Party shall co-operate fully,  but  at  the
          expense of the Indemnifying Party, to make available to
          the  Indemnifying Party all pertinent  information  and
          witnesses  under the Indemnified Party's control,  make
          such  assignments and take such other steps as  in  the
          opinion  of  counsel  for  the Indemnifying  Party  are
          necessary  to enable the Indemnifying Party to  conduct
          such  defence;  provided always  that  the  Indemnified
          Party shall be entitled to reasonable security from the
          Indemnifying  Party  for the expense,  costs  of  other
          liabilities to which it may be or may become exposed by
          reason of such co-operation;

          (d)  the final determination of any such Claims arising
          from  third  parties, including all related  costs  and
          expenses,  will  be  binding and  conclusive  upon  the
          Parties  as to the validity or invalidity, as the  case
          may  be  of such Claims against the Indemnifying  Party
          hereunder; and

          (e)   should the Indemnifying Party fail to give notice
          to  the Indemnified Party as provided in paragraph (ii)
          above, the Indemnified Party shall be entitled to  make
          such settlement of the Claims as in its sole discretion
          may  appear advisable, and such settlement or any other
          final determination of the Claims shall be binding upon
          the Indemnifying Party.

12. Non-Competition

12.1  During the term of this Agreement, the Licensors shall not,
either alone or in partnership or with any other person, firm  or
corporation,  as principal, agent, shareholder or  in  any  other
manner  carry on or be engaged in or concerned with or interested
in,  directly or indirectly, or advise, lend money to,  guarantee
the  debts  or  obligations of, or permit its name  or  any  part
thereof to be used or employed by any person, firm or corporation
engaged  in or interested in any business which sells,  licenses,
distributes or otherwise markets products similar to  RACINGO  or
other  products that are directly competitive with RACINGO  (i.e.
lottery games relating to horse racing) within the territories of
the United States of America or Canada, or any other territory in
the  world  in which the Licensee is operating, has  targeted  or
intends to target for development.

12.2  For  a  term of two (2) years following the termination  or
expiry  of this Agreement, the Licensors shall not, either  alone
or  in partnership or with any other person, firm or corporation,
as  principal, agent, shareholder or in any other manner carry on
or  be engaged in or concerned with or interested in, directly or
indirectly,  or  advise, lend money to, guarantee  the  debts  or
obligations of, or permit its name or any part thereof to be used
or  employed  by any person, firm or corporation  engaged  in  or
interested in any business which sells, licenses, distributes  or
otherwise   markets   RACINGO   outside   of   their   respective
territories.   For greater certainty, the respective  territories
of the Licensors upon the termination or expiry of this Agreement
are as follows:

      (a)  Winning        -    the territory of the United States
of America
      (b)   PEST and PacCanUs   -    all territories outside  the
territory of the
                              United States of America.

13. Confidentiality

13.1  The  Licensee and the Licensors acknowledge and agree  that
the information which the Licensors have provided or will provide
in connection with this Agreement, including, without limitation,
the  terms  and conditions of this Agreement, are  and  shall  be
confidential  and  proprietary to the  Licensors,  and  that  the
information which the Licensees have provided or will provide  in
connection with this Agreement or the development of RACINGO, are
and  shall be confidential and proprietary to the Licensee.  Such
confidential  information includes, but is not  limited  to,  any
information  of  any  kind  whatsoever regarding  the  Licensors'
businesses  or  the Licensee's business.  The Licensors  and  the
Licensee  agree  not to use or disclose to any  third  party  the
confidential information without the prior written consent of the
parties   with   the  proprietary  interest  in  the   respective
confidential  information.   Moreover,  the  Licensors  and   the
Licensee   agree   to   restrict  dissemination   of   particular
confidential   information  to  only  those  persons   in   their
respective   organisations  who  must   have   access   to   such
confidential  information  in  order  for  the  Licensee  or  the
Licensors, respectively, to perform their obligations under  this
Agreement.   The  obligations of the Licensors and  the  Licensee
with  regard to any confidential information shall not  apply  in
respect  of  such  information that  (i)  the  Licensors  or  the
Licensee,  as  the  case may be, authorise  the  other  party  to
disclose to third parties by prior written authorisation, (ii) is
or  becomes available in the public domain, other than by an  act
or omission of the Licensee or the Licensors, respectively or any
employee,  agent or other person acting for or on behalf  of  the
Licensors  or  the Licensee, (iii) is lawfully  acquired  by  the
Licensee  or  the  Licensors, as the case may  be,  from  another
source without restriction or (iv) is ordered to be disclosed  by
a  court,  administrative agency or other governmental body  with
jurisdiction over the parties, provided the disclosing party will
first  have provided the other parties with prompt written notice
of  such  required disclosure and will take reasonable  steps  to
allow  the other parties to seek a protective order with  respect
to   the  confidentiality  of  the  information  required  to  be
disclosed.    The  Licensee  and  the  Licensors  will   promptly
cooperate  with  each other assist each other in connection  with
obtaining such protective order, at the expense of the party with
the proprietary interest in the confidential information.

13.2  The Licensee and the Licensors shall cause their respective
employees  or  third parties to whom they discloses  confidential
information  in order to perform their obligations  hereunder  to
abide by the foregoing confidentiality provisions.

13.3  Upon  the termination of this Agreement, the Parties  shall
promptly  return such confidential information to the Party  with
the  proprietary  interest in said confidential information  (and
any  copies,  extracts and summaries thereof), with  the  written
consent  of  the  Party  with  the  proprietary  interest,  shall
promptly  destroy such confidential information (and any  copies,
extracts   and   summaries  thereof)   and,   with   respect   to
electronically  stored  copies,  delete  such  records  from  any
storage unit.

13.4  The  restrictions in this Article 14 shall continue  for  a
period of two (2) years after the termination of this Agreement.

14. Termination

14.1  The  term of this Agreement shall begin on the date  hereof
and shall continue for a period of twenty (20) years, subject  to
extension or renewal by the mutual agreement of the Parties,  and
may  not  be  terminated  for any reason whatsoever  without  the
express written consent of the Licensee.

14.2  If  one  or more of the following events of  default  shall
occur,  the  non-defaulting  Party shall  have  the  right,  upon
receipt  of  the  consent  of  the Licensee,  to  terminate  this
Agreement forthwith:

(a)  A  Party  applies  for or consents to the appointment  of  a
     receiver,   trustee  or  similar  office  for  it   or   any
     substantial  part  of its property or assets,  or  any  such
     appointment is made without such applications of consent  by
     such  Party  and remain undischarged for a period  of  sixty
     (60) days; or



(b)  A   Party   consents  to  the  institution  of  a  petition,
     application,  answer, consent, default or otherwise  of  any
     bankruptcy,  insolvency  or  reorganisation  and  any   such
     proceeding   as   instituted  against  such  Party   remains
     undischarged for a period of sixty (60) days.

15. General

15.1   Notices:  All  notices,  demand  or  other  communications
required  to  be  made or given pursuant to  the  terms  of  this
Agreement  shall be in writing and shall be delivered personally,
by overnight courier, by facsimile or by prepaid registered post,
to  the parties at their respective addresses as hereinafter  set
out,  or  such  other addresses as the parties  may  subsequently
advised  in  writing.  Any notice, demand or other  communication
mailed  shall be deemed to be received on the fifth (5th) day  of
business  next  following  the  date  of  mailing,  if  delivered
personally  shall be deemed to have been received on  the  actual
day  of  delivery, and if delivered by facsimile or by  overnight
courier,  shall be deemed to have been received on the first  day
of  business  next  following the  date  the  same  as  faxed  or
delivered  by the sender to the courier.  In the event  that  the
government  postal  service shall be  disrupted  due  to  strike,
lockout   or   otherwise,   all   notices,   demands   or   other
communications shall be delivered personally or by courier.   The
following  shall be the addresses for the deliver of  notices  of
each of the parties:

          For the Licensee:

               RACINGO Investments Ltd.
               c/o CorpAmerica Inc.
               30 Old Rudnick Lane
               Dover, Delaware  19901
               Fax:  (302)736-4301

               With copies to:

               Stewart & Associates, Barristers & Solicitors
               P.O. Box 160, Suite 700
               1 First Canadian Place, 100 King Street West
               Toronto, Ontario  M5X 1C7
                    Attention:  Adam Szweras
               Fax:  (416)368-7805

               -and to-
               Aylesworth, Thompson, Phelan, O'Brien
               Suite 3000, Royal Bank Plaza, South Tower
               200 Bay Street
               Toronto, Ontario M5J 2J1

Attention: James G. McPherson
               Fax: (416) 865-1398

               -and to-

               Marshall, O'Toole, Gerstein, Murray & Borun
               6300 Sears Tower
               233 South Wacker Drive
               Chicago, Illinois  60606-6402
                    Attention:  Anthony Nimmo
               Fax:  (312) 474-0448

          For Winning:

               Winning Games Inc.
               P.O. Box 308
               8600 West North Avenue
               Maywood, Illinois  60153
                 Attention:  William H. Johnston
               Fax:  (708) 343-2564

               With a copy to:

               Marshall, O'Toole, Gerstein, Murray & Borun
               Attorneys at Law
               6300 Sears Tower
               233 South Wacker Drive
               Chicago, Illinois  60606-6402
                    Attention:  Anthony Nimmo
               Fax:  (312) 474-0448

          For PEST:

               c/o Intravest Capital Group Inc.
               155 University Avenue, Suite 501
               Toronto, Ontario
               M5H 3B7
                   Attention:  Stewart Garner
               Fax:  (416)368-3870



               With a copy to:

               Stewart & Associates, Barristers & Solicitors
               P.O. Box 160, Suite 700
               1 First Canadian Place, 100 King Street West
               Toronto, Ontario  M5X 1C7
                    Attention:  Adam Szweras
               Fax:  (416)368-7805

               -and to-

               Aylesworth, Thompson, Phelan, O'Brien
               Suite 3000, Royal Bank Plaza, South Tower
               200 Bay Street
               Toronto, Ontario M5J 2J1

Attention: James G. McPherson
               Fax: (416) 865-1398

          For PacCanUs

               1920 Yonge Street
               Toronto, Ontario
               M4S 3E4
                     Attention:  Mr. Ken Lee
               Fax:  (416)487-4668

               With a copy to:

               Aylesworth, Thompson, Phelan, O'Brien
               Suite 3000, Royal Bank Plaza, South Tower
               200 Bay Street
               Toronto, Ontario M5J 2J1

Attention: James G. McPherson
               Fax: (416) 865-1398

15.2 Further Assurances:  Each of the parties shall from time  to
time  both before and after the Closing Date take or cause to  be
taken such action and execute and deliver or cause to be executed
and  delivered to the other such documents and further assurances
as  may,  in the reasonable opinion of counsel for the other,  be
necessary or advisable to give effect to this Agreement.




15.3 Time: Time shall be of the essence of this Agreement.

15.4  Assignment:  Subject to the right of the Licensee  to  sub-
license  the  Licensed Assets as provided in  Article  2.5,  this
Agreement shall not be assigned by any party without the  written
consent  of the other and shall enure to the benefit  of  and  be
binding  upon  the  parties and their respective  successors  and
permitted assigns.

15.5  Severability:  Should any provision or provisions  of  this
Agreement  be  illegal or unenforceable,  it  or  they  shall  be
considered  separate  and severable from the  Agreement  and  its
remaining  provisions shall remain in force and be  binding  upon
the  parties  hereto as though the said illegal or  unenforceable
provision or provisions had never been included.

15.6 Enurement:  This Agreement shall enure to the benefit of and
be  binding  upon  each  of the parties  hereto  and  upon  their
respective successors and permitted assigns.

15.7 Entire Agreement:  This Agreement and the attached Schedules
(including  the Unanimous Shareholders Agreement) constitute  the
entire agreement between the parties with respect to the subject-
matter  and  supersede all prior negotiations and understandings.
No  provision  may be amended or waived except in  writing.  This
Agreement  shall  be read with all changes of  gender  or  number
required by the context.

15.8 Counterparts:  This Agreement may be executed by the parties
hereto  in two or more counterparts, all of which taken  together
shall  constitute one document and any facsimile transmission  of
this document shall be treated as if it were an original.

15.9 Headings:  The headings in this Agreement do not affect  its
interpretation.

15.10     Governing Law:  This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Delaware,
and  each  of the parties irrevocably accedes to the jurisdiction
of the courts of Delaware.

     IN WITNESS WHEREOF, the parties have executed this Agreement
under  the lands of their duly authorized officers in that regard
as of the day and year first above written.


                              P.E.S.T. CREATIVE GAMING
                              CORPORATION


                              Per:
                              _____________________________
                                   Stewart Garner

                              WINNING GAMES INC.


                              Per:
                              _____________________________
                                   William H. Johnston

                              PACCANUS INC.


                                                             Per:
_____________________________
                                   John Hayter

                              RACINGO INVESTMENTS LTD.


                                                             Per:
                         _____________________________
                                   John Hayter

                              RACINGO INVESTMENTS LTD.


                                                             Per:
                         _____________________________
                                   Stewart Garner

                              RACINGO INVESTMENTS LTD.


                                                             Per:
                         _____________________________
          William H. Johnston

                          SCHEDULE "A"

                        COPYRIGHT ASSETS

<TABLE>
<S>                   <C>       <C>              <C>
TITLE                 COUNTRY   DATE REGISTERED  REGISTRATION
                                                 NUMBER
Sulky and Rider       Canada    Jan. 20, 1995
Racingo Game Card     Canada    Jan. 20, 1995
Racingo Rules         Canada    Feb. 23, 1995
Racingo Races Card    Canada    Sept. 11, 1996
Racingo   Rules   and Canada    Sept. 11, 1996
Regulations
Racingo In The  Money Canada`   Sept. 11, 1996
Card
Super  Racingo   Race Canada    Sept. 11, 1996
Card
Racingo Play for  the Canada    Sept. 11, 1996
Day Card
Sulky and Rider       U.S.      Jan. 24, 1995
Racingo Rules         U.S.      Jan. 24, 1995
Racingo   Rules   and U.S.      Sept. 24, 1996
Regulations
</TABLE>

                          SCHEDULE "B"

             RACINGO PATENT AND U.S. RACINGO RIGHTS

                PATENT AND TRADEMARKS DEVELOPERS

                    1.   William H. Johnston.
                          SCHEDULE "C"


                  RACINGO RULES AND REGULATIONS
                          SCHEDULE "D"

   CANADIAN RACINGO RIGHTS, WORLD RACINGO RIGHTS AND COPYRIGHT
            ASSETS TRADEMARK AND COPYRIGHT DEVELOPERS

1.   Earl Clements
SCHEDULE "E"

                UNANIMOUS SHAREHOLDERS' AGREEMENT
                UNANIMOUS SHAREHOLDERS AGREEMENT


     THIS AGREEMENT made as of the 7th day of October, 1999.

B E T W E E N:

     P.E.S.T.  CREATIVE  GAMING CORPORATION,  a  corporation
     incorporated  under  the  laws  of  the   Province   of
     Ontario,

     (hereinafter sometimes called "PEST")

                                                    OF THE FIRST PART

                              - and -

     WINNING  GAMES  INC., a corporation incorporated  under
     the laws of the State of Illinois,

     (hereinafter sometimes called "Winning")

                                                   OF THE SECOND PART

                              - and -

     PACCANUS  INC.,  a corporation incorporated  under  the
     laws of the Province of Ontario,

     (hereinafter sometimes called the "PacCanUs")

                                                   OF THE THIRD PART.
                             - and -


     RACINGO  INVESTMENTS  LTD., a corporation  incorporated
     under the laws of the State of Delaware,

     (hereinafter sometimes called the "Corporation")

                                               OF THE FOURTH PART

     WHEREAS  the  Corporation has been incorporated by  articles
and   certificate  of  incorporation  dated  October   7,   1999,
(collectively, the "Articles");

     AND  WHEREAS  the  Shareholders are the owners  of  all  the
issued  and  outstanding common shares  in  the  capital  of  the
Corporation as set out in Article Two hereof;

     AND  WHEREAS  the  parties hereto  have  entered  into  this
Agreement for the purposes of, inter alia, (i) setting forth  the
manner  in  which  the  affairs  of  the  Corporation  shall   be
conducted;  (ii)  providing  for  their  respective  rights   and
obligations  arising out of or in connection with the  operations
and  affairs of the Corporation; and (iii) governing the transfer
of Shares in the Corporation;

     NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of  the  premises and the terms and conditions herein  contained,
the  receipt and sufficiency of which are hereby acknowledged  by
each  of  the parties hereto, the parties hereto agree with  each
other as follows:

                             ARTICLE 1.
                           INTERPRETATION

1.1  In this Agreement, unless the context otherwise requires:

     (a)  "Agreement" shall mean this Agreement and all preambles,
          recitals and schedules hereto, along with any amendments hereto
          or thereto;

     (b)  "Articles"  shall mean the certificate and articles  of
          incorporation of the Corporation, as amended from time to time,
          and attached hereto as Schedule "A";

     (c)  "Authorized Capital" shall mean the authorized capital of
          the Corporation as set forth in the Articles;

     (d)  "Board of Directors" shall mean the board of directors of
          the Corporation as constituted from time to time, and "Director"
          or "Directors" shall mean a member or members of the Board of
          Directors, respectively;

     (e)  "Business Plan" shall have the meaning so attributed in
          Article 5.1 (e) herein;

     (f)  "By-Laws" shall mean the by-laws of the Corporation, as
          amended and supplemented from time to time;

     (g)  "Class  A Shares" shall mean the class A shares in  the
          capital of the Corporation, with the attributes so provided in
          the Articles of the Corporation;

     (h)  "Class  B Shares" shall mean the class B shares in  the
          capital of the Corporation, with the attributes so provided in
          the Articles of the Corporation;

     (i)  "Class  C Shares" shall mean the class C shares in  the
          capital of the Corporation, with the attributes so provided in
          the Articles of the Corporation;

     (j)  "Common Shares" shall mean the Common Shares in the capital
          of the Corporation, with the attributes so provided in the
          Articles of the Corporation;

     (k)  "Intellectual Property" means the right, title and interest
          in and to the patent, trademarks, copyrights, trade secrets,
          technology and know-how identified in subsection 1.1(o) below, as
          well as any documentation, in any form, pertaining thereto;

     (l)  "Internet RACINGO License Agreement" shall mean the license
          agreement between the Corporation and Playandwin Inc. dated the
          7th day of October, 1999, attached hereto as at Schedule "D";

     (m)  "North American On- and Off-Track Betting RACINGO License
          Agreement" shall mean the license agreement between the
          Corporation and Playandwin Inc. dated the 7th day of October,
          1999, attached hereto as Schedule "E";

     (n)  "North American TVGN RACINGO License Agreement" shall mean
          the license agreement to be concluded between the Corporation and
          The TV Games Network Inc.;

     (o)  "RACINGO" shall mean the pari-mutuel bingo-type wager game
          and lottery identified by the following trademarks:

          (i)  RACINGO owned by Winning in the United States  and
               the  subject  of its application to  register  the
               trademark, Application No. 75/331,278;
          (ii) RACINGO  owned  by  PEST  in  Canada  (subject  to
               PacCanUs' 50% beneficial interest therein) and the
               subject   of  its  application  to  register   the
               trademark, Application Number 767,826;
          (iii)       SUPER  RACINGO  owned  by  PEST  in  Canada
               (subject  to  PacCanUs'  50%  beneficial  interest
               therein)  and  the subject of its  application  to
               register   the   trademark,   Application   Number
               767,827;
          (iv)       RACINGO  HORSHOE  DESIGN owned  by  PEST  in
               Canada   (subject  to  PacCanUs'  50%   beneficial
               interest   therein)  and  the   subject   of   its
               application    to    register    the    trademark,
               Application Number 856,030;
          (v)  RACINGO GOIN' BIG TIME owned by PEST in Canada (subject to
               PacCanUs' 50% beneficial interest therein) and the subject of its
               application to register the trademark, Application Number
               856,029;
          (vi) SULKY DESIGN owned by PEST in Canada  (subject to PacCanUs'
               50% beneficial interest therein) and the subject of its
               application to register the trademark, Application Number
               767,828; and
          (vii)     RACINGO owned by PEST in Europe (subject to PacCanUs'
               50% beneficial interest therein) and the subject of its
               application to register the trademark, Application Number
               642,728;

          which trademarks are all being exclusively licensed  by
          Winning, PEST and PacCanUs to the Corporation; and  all
          associated  know-how, intellectual property  and  other
          materials utilized in the execution of the RACINGO game
          as held by the Licensee, including United States Patent
          No.  5,518,239 issued to William H. Johnston on May 21,
          1996,  and owned by Winning, regarding a lottery racing
          sweepstakes,  which  patent has been  licensed  to  the
          Corporation,  and  the RACINGO game developed  by  PEST
          that  was  test marketed in Connecticut, the rules  and
          regulations  of which are appended hereto  as  Schedule
          "C".

     (p)  "Related Transferee" has the meaning ascribed thereto in
          section 6.3 hereof;

     (q)  "Related Transferor" has the meaning ascribed thereto in
          section 6.3 hereof;

     (r)  "Shareholders" shall mean collectively such of the parties
          to this Agreement as are at the relevant time holders of Shares
          in the capital of the Corporation and "Shareholder" shall mean
          such parties individually;

     (s)  "Shares" shall mean each of the Common Shares, the Class A
          Shares, the Class B Shares and the Class C Shares;

     (t)  "Total Disability" shall mean physical or mental disability
          or infirmity of such an extent that the person suffering
          therefrom is unable to resume and continue his customary work
          activities for the Corporation within a period of six (6) months
          from the commencement of such disability or infirmity; and

     (u)  "Voting Shares" shall mean the Common Shares in the capital
          of the Corporation as defined above.

1.2  The following are the schedules attached to and incorporated
in this Agreement by reference and deemed to be part hereof:

     Schedule A - Articles
     Schedule B - By-laws
     Schedule C - RACINGO Rules and Regulations
     Schedule D - Internet RACINGO License Agreement
     Schedule  E  -  North  American Land Based  RACINGO  License
     Agreement

                            ARTICLE 2.

                           SHARE OWNERSHIP

2.1   (a)   The  Shareholders acknowledge that, as  of  the  date
hereof, the Authorized Capital consists of an unlimited amount of
Common  Shares, Class A Shares, Class B Shares and Class C Shares
of which 1,000 Common Shares, 1,000 Class A Shares, 1,000 Class B
Shares  and  1,000 Class C Shares will presently  be  issued  and
outstanding  as  fully paid and non-assessable, and  the  parties
holding same are as follows:

          NAME                      NO. AND TYPE OF SHARES HELD

     PEST           100 Common Shares
     PacCanUs       400 Common Shares
     Winning        500 Common Shares

     PEST           125 Class A Shares
     PacCanUs       425 Class A Shares
     Winning        450 Class A Shares


     PEST           175 Class B Shares
     PacCanUs       375 Class B Shares
     Winning        450 Class B Shares

     PEST           250 Class C Shares
     PacCanUs       375 Class C Shares
     Winning        375 Class C Shares


     (b)  All share certificates issued by the Corporation to the
     shareholders  shall  have  the  following  legend  imprinted
     thereon:

     "THESE  SHARES  ARE  SUBJECT TO RESTRICTIONS  ON  THEIR
     TRANSFER AS CONTAINED IN A SHAREHOLDERS AGREEMENT DATED
     *  AND  IN  APPLICABLE LAW.  [A FULL COPY OF  THE  TEXT
     THEREOF  IS OBTAINABLE ON DEMAND AND WITHOUT  FEE  FROM
     THE CORPORATION.]"

     All   instruments  issued  by  the  Corporation   that   are
convertible  into shares or evidence the right to acquire  shares
shall contain a legend to similar effect.

     (c)  The Shareholders shall submit the certificates representing
          the Shares held by each of them prior to the execution of this
          Agreement to the Corporation in order that the legend set forth
          in subsection 2.1(b) hereof may be imprinted thereon.

     (d)  Only Common Shares have voting rights in the governance of
          the Corporation and its business.


2.2   Each  Shareholder hereby represents  and  warrants  to  and
covenants  with each of the other parties hereto that the  Shares
held  by  the Shareholder are and shall be owned beneficially  by
the  said  Shareholder and not as nominee of any party, free  and
clear  of  all mortgages, charges, pledges or other encumbrances.
The  representations and warranties contained in this section 2.3
shall not merge in the closing of this Agreement.

2.3  (a)   In  the  event  of  the  allotment  and  issuance   of
     additional  shares in the capital stock of the  Corporation,
     other  than those Shares presently allotted and issued,  the
     same  shall first be offered to the Shareholders  on  a  pro
     rata  basis  equal to the number of Shares in the particular
     type  of capital stock of the Corporation being issued  that
     is held by each of them at such date.

     (b)   In  the  event that any of the Shares in  the  capital
     stock   of  the  Corporation  offered  to  the  Shareholders
     pursuant to subsection 2.3(a) are not purchased and paid for
     by a particular Shareholder, all or a portion of such shares
     may  be  purchased by the other Shareholders at their option
     on a pro rata basis equal to the number of Shares (including
     those  Shares they may have purchased pursuant to subsection
     2.3(a)) in the same type of capital stock of the Corporation
     as  that  being issued that is held by each of them at  such
     date.

2.4   Dividends  will  be distributed by the Corporation  to  the
shareholders of the Corporation in the following manner:

     (a)  Class A Shares will have dividend rights only to income
          earned by the Corporation from the Internet RACINGO Licence
          Agreement, the North American Land Based RACINGO Licence
          Agreement, or TVGN RACINGO Licence Agreement, or from any other
          revenues from licenses granted to Playandwin Inc. or its
          affiliates;

     (b)  Class B Shares will have dividend rights only to income
          earned by the Corporation from any North American licencing or
          active business other than income from the Internet RACINGO
          Licence Agreement, the North American Land Based RACINGO Licence
          Agreement, the TVGN RACINGO Licence Agreement or from any other
          revenue from licence granted to Playandwin Inc. or  its
          affiliates;

     (c)  Class  C Shares will have dividend rights to all income
          streams earned by the Corporation from any licencing or active
          business outside North America or any other  income streams not
          allocated herein to the Class A Shares or the Class B Shares; and

     (d)  No dividends will be issued for the Common Shares.

2.5  Upon the sale of all of the Shares to a third party or third
parties,  the  purchase  price for all  of  the  Shares  will  be
apportioned between the different classes of the Class A, Class B
and  Class  C Shares based on the relative value of the dividends
granted within the proceeding two (2) years .

2.6   All general expenses of the Corporation will be paid before
any  dividends  are  issued, and said general  expenses  will  be
deducted from the respective gross income stream (being the gross
income  stream  from the Internet RACINGO Licence Agreement,  the
North  American  Land Based RACINGO Licence  Agreement,  or  TVGN
RACINGO  Licence Agreement on the one hand, other North  American
based  income on the second hand, and gross income from non-North
American sources and all other sources, on the third hand)  on  a
pro  rata  basis  in  proportion to the respective  gross  income
stream's  contribution  to  the  entire  gross  income   of   the
Corporation.

                             ARTICLE 3.
                             FINANCIAL

3.1  The Shareholders acknowledge that additional capital may  be
required  by  the Corporation from time to time and  that  it  is
their   intention  that  such  capital  requirements   shall   be
contributed  as  to  percent ownership of Common  Shares  of  the
Corporation.  Financing made available to the Corporation by  the
Shareholders  shall be on terms and conditions  competitive  with
financing available from United States financial institutions  or
on  terms and conditions otherwise unanimously agreed to  by  the
other   Shareholders.   Additional  financing,  unless  otherwise
agreed  to by the Shareholders, shall be obtained to the greatest
extent  possible by borrowing from a chartered bank or  an  other
acceptable interim lender.

3.2   Unless  otherwise agreed to among all of the  Shareholders,
any  guarantees,  indemnities, pledges of credit  or  other  like
agreements  with  respect to the indebtedness of the  Corporation
which  a lender or proposed lender to the Corporation requests  a
Shareholder to enter into as a condition to the lender  advancing
funds  to the Corporation shall (regardless of the terms  of,  or
who  executes, the aforesaid agreements) be borne by all  of  the
Shareholders in proportion to the number of Shares held  by  each
Shareholder.

3.3  The Shareholders agree, provided they or their nominees form
a  majority on the Board of Directors, that at the request of the
Board   of  Directors  they  shall  subordinate  all  shareholder
advances  and  their  entitlement to any interest  thereunder  to
permanent financing or other borrowing by the Corporation to  the
extent required by the Board of Directors.


                            ARTICLE 4.
                 BOARD OF DIRECTORS AND MANAGEMENT

4.1  The Board of Directors shall consist of three (3) Directors,
and  each  Shareholder shall be entitled  to  nominate  one   (1)
Director  who  shall be elected to the Board of Directors.    The
Shareholders shall elect each nominee to the Board and shall  not
reject  or  fail  to elect any said nominees.   The  Shareholders
shall  empower  the  Board of Directors  to  set  the  number  of
Directors  and  to appoint new Directors if it so  desires.   The
quorum for Board of Director meetings shall be three (3), and  if
at  a  meeting of the Board of Directors there is no quorum,  the
Board  of  Directors present at such meeting  shall  adjourn  the
meeting  for a period of no less than 48 hours at which adjourned
meeting the quorum shall be as  required above.

4.2    Each  Shareholder  will  vote  at  all  meetings  of   the
Shareholders,  and  if  such Shareholder is  a  Director  at  all
meetings  of  the  Directors, and act in all  other  respects  in
connection  with the corporate proceedings of the Corporation  in
such  manner  at  to  insure that the  individuals  who  are  the
nominees  of  the  Shareholders are  elected  and  appointed  and
maintained  in  place  from  time  to  time  as  Directors.    No
Shareholder shall exercise his voting rights to remove a Director
without  the  consent  of  the Shareholder  that  nominated  such
Director. In the event that a vacancy shall occur on the Board of
Directors  each Shareholder shall exercise his voting  rights  to
fill such vacancy with a nominee of the Shareholder who nominated
the vacating Director.

4.3  (a)      The By-laws shall provide, inter alia, that:

         (i)  the Directors shall meet at least quarterly;
         (ii) the Chairman of a meeting of the Directors shall not have a
              tie-breaking or "casting" vote; and
         (iii)     the reasonable direct expenses of each of the Directors
              incurred in connection with their activities as Directors shall
              be paid by the Corporation.

     (b)  The  parties hereto acknowledge that the By-Laws of the
          Corporation shall provide that all contracts, documents
          or  instruments in writing requiring the  signature  of
          the   Corporation  must  be  signed  by  at  least  two
          directors.  The parties hereto agree to cause the Board
          of Directors to pass and deposit with the Corporation's
          banker  a banking resolution which shall appoint  those
          parties so designated by the Board of Directors of  the
          Corporation     with   signing   authority    on    the
          Corporation's behalf.

4.4   The parties agree to cause the Board of Directors to  elect
William Johnston as President, Joe Warwick as Vice-President  and
Stewart  Garner as Secretary of the Corporation.   In  the  event
that  a  vacancy  shall occur in the office of  President,  Vice-
President  or Secretary, each Shareholder agrees to exercise  its
voting  rights  to  fill such a vacancy with  a  nominee  of  the
Shareholder whose representative or officer is, or who nominated,
such vacating officer.

4.5   Any  matter  recorded in the minutes of a  meeting  of  the
Directors  or the Shareholders of the Corporation as having  been
approved  or  agreed  upon by resolution or  otherwise  shall  be
deemed, for the purposes hereof, to have been consented to  by  a
Shareholder  only if the consent of such Shareholder  shall  have
been  indicated in writing whether by endorsement of such minutes
or otherwise.

4.6   The  auditors and accountants of the Corporation  shall  be
agreed  upon  by all of the shareholders, unanimously,  and  such
auditors  and accountants shall, at the fiscal year  end  of  the
Corporation  and  at such other times as they may  be  reasonably
requested  by  any  of  the Shareholders, make  an  audit  of  or
examine,  as the Shareholders require, the books and accounts  of
the  Corporation and for such purposes they shall have access  to
all  books of account, records and all vouchers, cheques,  papers
and  documents  of  or  which  may  relate  to  the  Corporation,
including  those of the Shareholders to the extent to which  such
books, records, vouchers, cheques, papers and documents relate to
the Corporation.


                            ARTICLE 5.
                        FUNDAMENTAL CHANGES

5.1   No  action  of the Corporation shall be taken  without  the
unanimous  consent of the Shareholders holding Voting  Shares  on
any of the following matters:

     (a)  any amendments to the Articles or By-Laws;

     (b)   any  change in the number of members of the  Board  of
     Directors from that provided for herein and any action which
     would derogate from the rights to nominate and elect Directors as
     set out above;

     (c)  any sale, transfer or other disposal of all or a substantial
     part of the assets and undertaking of the Corporation, or any
     acquisition or disposition by the Corporation of any property
     (other than inventory acquired or disposed of in the ordinary
     cause of business) having a value in excess of fifty thousand
     dollars;

     (d)  the issue or transfer of Shares or any obligations, charges,
     debts or other instruments convertible into Shares or involving
     rights to vote;

     (e)   the  winding  up, dissolution or  termination  of  the
     Corporation;

     (f)  any material change in the undertaking of any business or
     operation by the Corporation, or any transaction out of  the
     ordinary course of business of the Corporation including the
     cancellation of any material agreements or consenting to the
     cancellation of any material agreements of the Corporation;

     (g)  the payment of any dividends, redemption or repurchase of
     any Shares by the Corporation or the making of any distribution
     (including bonuses) to Shareholders or Directors;

     (h)  purchasing, leasing as an agent, acquiring, selling  or
     disposing of any real property (including any leasehold interest
     therein) or other material assets;

     (i)  transferring, assigning, charging, selling or in any other
     manner encumbering or disposing of the interest of any of the
     Shareholders hereto as a creditor of the Corporation with respect
     to shareholder's loans;

     (j)  purchasing, leasing as an agreement, acquiring, selling or
     disposing  of any real estate property (including  leasehold
     interests therein) or other material assets to arm's  length
     parties;

     (k)  appointing a receiver, seeking bankruptcy protection or any
     voluntary assignment into bankruptcy; and

     (l)  preparing and approving a business plan ("Business Plan").

5.2   No  action by the Corporation shall be taken on any of  the
following  matters  without the consent of  Shareholders  holding
three-quarters (3/4) of the Voting Shares:


     (a)                   the  borrowing of any  amount  by  the
     Corporation which, either alone or in conjunction with other
     indebtedness  of the Corporation outstanding  at  the  time,
     exceeds in the aggregate $10,000;

     (b)  the making of capital expenditures which, either alone or in
     conjunction  with other capital expenditures  in  any  given
     financial  year of the Corporation, exceed in the  aggregate
     $50,000;

     (c)  entering into by the Corporation of any contract or other
     commitment  out of the ordinary course of the  Corporation's
     business or any contract or commitment which has a term exceeding
     one (1) year; or

     (d)   the employment of any person whose gross annual salary
     exceeds $25,000.

5.3   The  Shareholders  shall  cause  their  respective  nominee
Directors to act in accordance with the terms of sections 5.1 and
5.2  and shall be strictly  responsible for the actions of  their
respective nominees.

5.4  If a Business Plan proposes any of the actions dealt with in
section  5.1, those actions shall be deemed to have received  the
unanimous  consent of the Shareholders if the Business  Plan  was
approved unanimously by the Shareholders pursuant to section 5.1.

                            ARTICLE 6.
                        GENERAL RESTRICTIONS
                       ON TRANSFER OF SHARES

6.1   Except  as  hereinafter  provided  in  this  Agreement,  no
Shareholder  shall transfer by sale, gift, bequest or  otherwise,
or encumber by pledge, assignment, mortgage, charge or otherwise,
or  otherwise  dispose  of or cease to  be  the  holder  of  (the
foregoing  being  collectively referred to  in  this  Article  as
"transfer")  any  of the Shares of which it is at  any  time  the
registered or beneficial owner, without the prior written consent
of the other Shareholders.

6.2   In  the case of any permitted transfer to any person  other
than  another Shareholder, no such transfer shall be made,  shall
be  effective  or  shall  be  registered  on  the  books  of  the
Corporation  until the proposed transferee becomes a  shareholder
party   to   this   Agreement  by  executing  the   Corporation's
counterpart  of  this  Agreement and such  other  instruments  as
counsel for the Corporation shall advise.

6.3   If  any Shareholder (a "Related Transferor") shall  request
the  other Shareholders to permit the transfer of any Shares held
by the Related Transferor to (i) a member of the immediate family
of  the Related Transferor, (ii) a trust all the beneficiaries of
whom   are  members  of  the  immediate  family  of  the  Related
Transferor,  or  (iii)  a company owned  and  controlled  by  the
Related Transferor alone or together with member of the immediate
family  of the Related Transferor (the persons described in  (i),
(ii) and (iii) being herein referred to as "Related Transferees")
the  other Shareholders shall not unreasonably withhold or  delay
giving  such consent to the proposed transfer as may be  required
under  the  applicable  provisions of the Articles  and  of  this
Agreement.   No  such  transfer from a Related  Transferor  to  a
Related Transferee shall be made, shall be effective or shall  be
registered  on  the  books of the Corporation until  the  Related
Transferee  becomes  a  Shareholder party to  this  Agreement  by
executing  the  Corporation's counterpart of this  Agreement  and
such  other  instruments  as counsel for  the  Corporation  shall
advise,  and  the Related Transferee has executed  and  delivered
such  instruments  as  shall  be  advised  by  counsel  for   the
Corporation as necessary to vest in the Related Transferor, in  a
legally effective manner, absolute discretion to vote for and  on
behalf  of the Related Transferee at all meetings of Shareholders
of the Corporation.

6.4   Upon any transferee of Shares becoming a Shareholder  party
to  this  Agreement, such transferee shall, with respect  to  the
Shares acquired and held by such transferee, have the same rights
and  obligations under this Agreement as the transferor  of  such
Shares had under this Agreement with respect to such Shares,  and
any  reference in this Agreement to the transferring party  shall
be  deemed  to  be  a reference to and including  the  transferee
party.

6.5  If any Shareholder is a body corporate, then control of such
Shareholder  may not be changed, directly or indirectly,  whether
by  operation  of  law or otherwise, without  the  prior  written
consent of the other Shareholders.  If such prior consent is  not
obtained,  and  control  of a corporate  Shareholder  changes  as
aforesaid,  then  such  Shareholder  shall  be  deemed  to  be  a
"Retiring Party" for the purposes of section 7.1 hereof.

6.6  If any Shareholder is a body corporate, it has the right  to
section  off  up  to  forty percent (40%) of its  Shares  to  key
employees  or contract personnel who are integral to the  success
of  RACINGO,  subject only to the condition that  said  assignees
become a party to this Agreement.

1


                            ARTICLE 1.
                      DEATH, TOTAL DISABILITY,
                          BANKRUPTCY, ETC.


7.1  In the event a Shareholder:

          (a)  dies; or

          (b)  meets the requirements of Total Disability; or

          (c)  is  declared bankrupt, makes an assignment for the
               benefit  of  creditors, or has a  receiving  order
               made against it; or

          (d)  has  taken steps to voluntarily dissolve or  wind-
               up,  or a court of competent jurisdiction requires
               it to be wound-up; or

          (e)   is  deemed a "Retiring Shareholder"  pursuant  to
     section 6.5; or

          (f)  becomes  subject to an order under the Family  Law
               Act,  1986  (Ontario) or any successor legislation
               thereto  or  under  the matrimonial  laws  of  any
               jurisdiction  requiring its Shares be transferred,
               charged, encumbered, attached, seized or sold; or

          (g)  is  in  breach of or in default under any  of  the
               provisions  of  this Agreement  for  greater  than
               thirty  (30)  days  after having received  written
               notice of same from the Corporation;

     such Shareholder shall be deemed a "Retiring Party".

7.2       (a)   The  other Shareholders shall have the option  to
          purchase  all  (but not less than all)  of  the  Shares
          owned by the Retiring Party on, unless otherwise agreed
          among  them,  a pro rata basis equal to the  number  of
          Shares   then  held by each Shareholder,  which  option
          shall  be  exercised by giving written  notice  to  the
          Retiring  Party or his Personal Representative  and  to
          the  Corporation within thirty (30) days  of  the  said
          event.   The Shares shall be purchased for a price  and
          in  the manner calculated and set forth in Sections 7.3
          through 7.6 hereof.

     (b)  If  any Shareholder does not take up his option for his
          pro rata proportion of the Shares of the Retiring Party
          pursuant  to  subsection 7.2(a), the  unclaimed  Shares
          shall  be used to satisfy any request made by any other
          Shareholders  who  have  indicated  in  their   written
          notice,  above, that they desire to purchase Shares  in
          excess  of their pro rata proportion.   The Corporation
          shall,  forthwith after the expiry of the option period
          specified  above, notify in writing those  Shareholders
          who indicated a desire to purchase Shares in excess  of
          their initial pro rata proportion of the existence  and
          nature of the unclaimed Shares, which Shares are to  be
          taken  up  by the notified Shareholders on a  pro  rata
          basis  equal  to the number of Shares (including  those
          taken  up  by them pursuant to subsection 7.2(a))  then
          held  by  each Shareholder, or as otherwise  agreed  to
          among such Shareholders.  Such Shareholders shall  have
          thirty  (30) days from the date of the delivery by  the
          Corporation  of  the aforesaid notice to  give  written
          notice   to   the  Retiring  Party  or   his   Personal
          Representative and to the Corporation of their exercise
          of this supplemental option.

     (c)  In the event the other Shareholders do not exercise the
          above options so as to have purchased all (and not less
          than all) of the Shares owned by the Retiring Party (in
          which  case  none of the Shares of the  Retiring  Party
          shall  be  sold to the other Shareholders  pursuant  to
          section 7.2), the  Corporation shall have the option to
          purchase  for cancellation all (but not less than  all)
          of the Shares owned by the Retiring Party, which option
          shall  be  exercised by giving written  notice  to  the
          Retiring Party or his Personal Representative  and  the
          other  Shareholders  within thirty  (30)  days  of  the
          expiry  of  the  option period specified in  subsection
          7.2(b),  for  a price and in the manner calculated  and
          set forth in sections 7.3 through 7.6 hereof.

7.3   The  purchase price for any Shares to be purchased pursuant
to  the  provisions of this Article Seven shall be equal  to  the
fair  market value of such Shares at the date that written notice
is  given  by the purchasing Shareholders or the Corporation,  as
the case may be, (hereinafter referred to as the "Purchaser"), of
their/its intention to purchase the Shares of the Retiring Party.
If  the  Purchaser  and  the  Retiring  Party,  or  his  Personal
Representative, are unable to agree as to the fair  market  value
of  the Shares to be purchased, such determination shall be  made
by  an  independent  valuator, agreed  upon  by  them  or  chosen
pursuant  to  the  provisions  of  the  Uniform  Arbitration  Law
(Delaware) (in this Article Seven referred to as the "Valuator").

7.4  In arriving at the valuation, the Valuator shall:

     (a)  be given such access to and copies of such documents as
     he shall reasonably request, including from the Corporation;

     (b)    determine  the  fair  market  value  per  Share   and
     instrument convertible into Shares of the Units  as  of  the
     appropriate date without premium for control or discount for
     minority;

     (c)   refer to and use as a guideline the valuation, if any,
     last  determined pursuant to the provisions of this  Article
     7;  and

     (d)   consider any written representations which either  the
     Purchaser or Retiring Party may make.

The  valuation determined by the Valuator in accordance with this
Article 7 shall be binding upon all of the parties hereto.

7.5   Unless other terms of sale are agreed to by the parties  to
the sale, the terms of any sale under this Article Seven shall be
as follows:

          (a)  a minimum of ten per cent (10%) of the total
          purchase price shall be paid at the time of closing by
          certified check against delivery of the relevant share
          certificates duly endorsed in blank with signatures
          guaranteed;

          (b)   the  Purchaser shall execute and deliver  to  the
          Retiring Party a promissory note in an amount equal  to
          the unpaid balance of the purchase price at the time of
          closing   (if  there  are  multiple  Purchasers,   each
          Purchaser  shall  execute and deliver to  the  Retiring
          Party  a  promissory note which shall be in  an  amount
          equal  to that proportion of the unpaid balance of  the
          purchase  price  that  the  Shares  purchased  by  each
          Purchaser are to the total number of Shares sold by the
          Retiring  Party), and the unpaid balance, if any,  from
          time  to  time outstanding of the purchase price  shall
          bear  interest from the time of closing at a  rate  per
          annum  equal to the prime lending rate charged  by  the
          Corporation's bankers, plus two percent (2%), and  such
          principal and interest shall be paid in ten (10)  equal
          annual consecutive installments commencing one (1) year
          from the time of closing;

          (c)   default  of any payment of principal or  interest
          shall,  at  the option of the holder of the  promissory
          note,  cause  the  entire balance  thereof  to  mature,
          provided  that  the Purchaser may prepay  the  same  in
          whole or in part, in reverse order of maturity, without
          notice or bonus payments;

          (d)  the closing shall be at 10:00 o'clock a.m. at the registered
          office of the Corporation on the ninety (90) days following the
          event causing one of the Shareholders to become a Retiring Party;

          (e)   on  closing, the Retiring Party shall tender  his
          resignation(s) or the resignation(s) of his nominee(s) from the
          Board of Directors and as officer(s) of the Corporation;  and

          (f)  if the Retiring Party refuses or neglects to complete the
          sale for any reason, the Purchaser shall have the right, upon
          payment of the purchase price to the credit of the Retiring Party
          in any chartered bank in the City of Toronto or the City of
          Chicago for and on behalf of and in the name of the Retiring
          Party or its nominee or nominees, to execute and deliver such
          transfers, resignations and other documents as may be necessary
          or desirable in order to complete the transaction, and to that
          end the Retiring Party hereby irrevocably constitutes the
          Purchaser his true and lawful attorney to complete  the
          transaction and execute on behalf of the Retiring Party every
          document necessary or desirable in that behalf.

                            ARTICLE 8.
                       RIGHT OF FIRST REFUSAL

8.1  Except in cases where Article Seven and Subarticle 6.6 which
shall   supersede   the  provisions  hereof,  would   apply,   no
Shareholder shall entertain offers for the purchase of his Shares
nor  make agreements for the sale, transfer or assignment of  his
Shares except upon compliance with this Article Eight and subject
to the terms and conditions hereinafter set forth:

     (a)   no  sale,  transfer or assignment of Shares  shall  be
     considered  by  a  Shareholder (the  "Selling  Shareholder")
     unless  he shall have first received a bona fide offer  (the
     "Third  Party  Offer") in writing from a  third  party  (the
     "Third  Party")  dealing at arm's length  with  the  Selling
     Shareholder,  which  Third  Party  shall  be  a  responsible
     purchaser  of good business reputation, to purchase  all  of
     the Shares of the Selling Shareholder, which offer shall  be
     irrevocable  for  a  period of sixty (60)  days,  and  shall
     provide that the purchase price shall be payable in cash  at
     the time of closing;

     (b)  if the conditions of paragraph 8.1(a) are satisfied and
     the  Selling  Shareholder is prepared to  accept  the  Third
     Party Offer, the Selling Shareholder shall, within ten  (10)
     days  of  the receipt of such offer, deliver a copy  of  the
     Third  Party  Offer, together with the Selling Shareholder's
     offer (the "Selling Shareholder's Offer") to sell all of the
     Shares  of the Selling Shareholder to the other Shareholders
     upon  the same terms and conditions as are contained in  the
     Third Party Offer;

     (c)   the  Shareholders receiving the Selling  Shareholder's
     Offer shall have the first  right and option to purchase  on
     a  pro  rata  basis  the Shares to be sold  by  the  Selling
     Shareholder for a period of thirty (30) days from  the  date
     of receipt of the Selling Shareholder's Offer such right and
     option  to be exercised before the expiration of such thirty
     (30) days by notice in writing;

     (d)    if   the   other  Shareholders  accept  the   Selling
     Shareholder's Offer within the time stipulated,  they  shall
     purchase  on  a pro rata basis (unless they otherwise  agree
     and  so stipulate in their notice of acceptance) all of  the
     Shares owned by the Selling Shareholder upon the same  terms
     and conditions as are contained in the Third Party Offer;

     (e)  if one or more of the other Shareholders is prepared to
     purchase  his pro rata portion of the Shares (the "Accepting
     Party" or "Accepting Parties", as the case may be), but  the
     other Shareholder or Shareholders are not so prepared,  then
     the  Accepting  Party or Accepting Parties  shall  have  the
     first right and option to purchase all of the Shares of  the
     Selling  on a pro rata basis equal to the number  of  Shares
     held  by  the  Accepting Parties, upon the  same  terms  and
     conditions as are contained in the Third Party offer; and,

     (f)   if  the  other Shareholders do not accept the  Selling
     Shareholder  Offer within the time stipulated  in  paragraph
     8.1(c) hereof or if the Accepting Party or Accepting Parties
     elect  not  to  exercise the right and  option  set  out  in
     paragraph  8.1(e) hereof or do not exercise the  said  right
     and   option   within  the  time  stipulated,  the   Selling
     Shareholder  shall  accept the offer of,  and  complete  the
     transaction  with,  the Third Party in accordance  with  the
     Third Party Offer.

8.2  If the completion of any sale of Shares to a Third Party  in
accordance with this Article Eight would result in the said Third
Party acquiring more than ten  per cent (10%) of the Shares, each
of   the   Shareholders  receiving  the  offer  of  the   Selling
Shareholder  (hereinafter referred to as  the  "Offerees")  shall
have  the further right, to be exercised by notice in writing  to
the   Selling  Shareholder  within  the  time  limited  for   the
acceptance  of  the Selling Shareholder's Offer, to  require  the
Selling  Shareholder to sell to the Third Party all but not  less
than  all of the Shares owned or controlled by each Offeree  upon
the same terms and conditions as are contained in the Third Party
Offer.   If any of the Offerees exercise such right, the  Selling
Shareholder shall not complete the sale of its Shares unless  all
of  the Shares of such Offerees who shall have so exercised  such
right  are  also  sold to the Third Party on the same  terms  and
conditions as are contained in the Third Party Offer.

8.3   The  provisions  of section 8.1 shall,  in  any  event,  be
subject  to  the  compliance by the Selling Shareholder  and  the
Third  Party  with applicable law and the obtaining of  requisite
approvals for transfer thereunder.  The time periods referred  to
in  section  8.1 shall be extended by the amount of time  of  any
delay or delays occasioned by a regulatory or governmental agency
which is required to give approval to a transfer thereunder.


                               ARTICLE 9.
                   CONFIDENTIALITY AND NON-COMPETITION

9.1  (a)   It is essential to the success of the Corporation that
     the  business and affairs of the Corporation be kept in  the
     strictest  confidence.  In the event of the  termination  of
     this  Agreement, each party, and in the event a  Shareholder
     ceases  to  be a Shareholder, such Shareholder shall,  until
     the  expiry  of  two  (2) years from such  event,  keep  all
     information  pertaining  to  or concerning  the  Corporation
     (other  than  as  hereinafter  provided)  in  the  strictest
     confidence and not disclose any such information to a  third
     person other than:

          (i)  an  Affiliate, Associate or Parent Corporation  of
               the  party where it is necessary for the  purposes
               of  the Corporation that such Affiliate, Associate
               or  Parent Corporation receive the information and
               provided  that the recipient Affiliate,  Associate
               or  Parent  Corporation enters into  an  agreement
               with  the  Corporation under which such Affiliate,
               Associate or Parent Corporation agrees not to  use
               such  information for any purpose other than those
               of   the  Corporation  and  to  be  bound  by  the
               provisions of this section 9.1;

          (ii) a  governmental or other authority  to  which  the
               disclosure is required by law and where  there  is
               no reasonable means to avoid such disclosure; or

          (iii)     a court determining the rights of the parties
     under this Agreement.

     (b)  The terms "Affiliate," "Associate" and "Parent Corporation"
     as  used  in this Article Fourteen shall have the respective
     meanings  ascribed  thereto in the General  Corporation  Law
     (Delaware), as amended

9.2   No party shall be obligated to keep in confidence or  shall
incur  any  liability for disclosure of information  to  a  third
party (the "recipient") of the nature aforesaid which:

     (a)   was already known to the recipient at the time of  its
     receipt as a result of the activities of the Corporation;

     (b)  was permitted to be disclosed by the party from whom it was
     obtained;

     (c)  has been public or is otherwise within the public domain at
     the time of its disclosure to the recipient;

     (d)  comes into the public domain without any breach of this
     Agreement; or

     (e)  becomes known or available to the recipient other than as a
     result of the activities of the Corporation but without  any
     breach of this Agreement by a party.

9.3  (a)   During  the  term of this Agreement, the  Shareholders
     shall  not, either alone or in partnership or with any other
     person,   firm   or   corporation,  as   principal,   agent,
     shareholder or in any other manner carry on or be engaged in
     or  concerned with or interested in, directly or indirectly,
     or advise, lend money to, guarantee the debts or obligations
     of,  or  permit its name or any part thereof to be  used  or
     employed  by any person, firm or corporation engaged  in  or
     interested   in   any   business  which   sells,   licenses,
     distributes or otherwise markets products similar to RACINGO
     or other products that are directly competitive with RACINGO
     (i.e.  lottery  games relating to horse racing)  within  the
     territories  of the United States of America or  Canada,  or
     any other territory in the world in which the Corporation or
     its  licensees  are operating, has targeted  or  intends  to
     target for development.

     (b)   For  a term of two (2) years following the termination
     or  expiry  of this Agreement, the Shareholders  shall  not,
     either  alone  or in partnership or with any  other  person,
     firm or corporation, as principal, agent, shareholder or  in
     any other manner carry on or be engaged in or concerned with
     or  interested in, directly or indirectly, or  advise,  lend
     money  to, guarantee the debts or obligations of, or  permit
     its  name or any part thereof to be used or employed by  any
     person, firm or corporation engaged in or interested in  any
     business  which  sells, licenses, distributes  or  otherwise
     markets RACINGO outside of their respective territories. For
     greater  certainty, and for the purpose of  this  subsection
     only,  the  respective territories of the Shareholders  upon
     the termination or expiry of this Agreement are as follows:

           (i)   Winning        -    the territory of the  United
States of America
           (ii)  PEST and PacCanUs   -    all territories outside
the territory of the
                                   United States of America.

     (c)   The  restrictions in subsection  9.3(a)  and  (b)  are
     acknowledged  by  each Shareholder to be separate,  distinct
     and  severable covenants and to be reasonable and valid  and
     all defenses to the strict enforcement thereof by each other
     party hereto are hereby waived by each Shareholder.

9.4   Nothing  in subsection 9.3(a) shall operate  to  prevent  a
Shareholder  or  the  Corporation or an Affiliate,  Associate  or
Parent Corporation of any of them from:

     (a)   owning  in the aggregate not more than  ten  per  cent
     (10%)  of  the  outstanding shares of any  corporation,  the
     shares of which are listed for trading on any stock exchange
     or which trade on the over-the-counter market, provided that
     such  shareholding does not constitute de facto  control  of
     such corporation; or

     (b)   acquiring  any business (whether by  the  purchase  of
     shares,  assets  or  otherwise)  for  bona  fide  commercial
     reasons  where  an  incidental part of such  business  would
     otherwise be prohibited by subsection 9.3(a); provided  that
     the  Shareholder or the Corporation or Affiliate,  Associate
     or  Parent  Corporation, as the case may be, uses  his  best
     efforts to divest himself upon reasonable terms and with all
     reasonable speed of such incidental part.


                              ARTICLE 10.
                              ARBITRATION

10.1 In the event that any disagreement arises between any of the
parties  hereto with reference to this Agreement  or  any  matter
arising hereunder and upon which the parties cannot agree  (other
than a matter governed by the provisions of Article Seven hereof)
then  every  such disagreement shall be referred  to  arbitration
pursuant  to  the  provisions  of  the  Uniform  Arbitration  Act
(Delaware) and in accordance with the provisions of this  Article
Ten.

10.2 The reference to arbitration shall be to one (1) arbitrator,
which shall be unanimously chosen by the Parties hereto.

10.3 There shall be no appeal from any award of the arbitrators.


                           ARTICLE 11
             DISTRIBUTION OF ASSETS UPON DISSOLUTION

11.1  Upon the dissolution of the Corporation, the assets of  the
Corporation shall be distributed in the following manner:

     (a)   All  right,  title and interest  in  all  Intellectual
     Property  and  goodwill relating to RACINGO  in  the  United
     States of America shall be assigned to Winning;

     (b)   All  right,  title and interest  in  all  Intellectual
     Property and goodwill relating to RACINGO outside the United
     States  of America shall be assigned to PEST who shall  hold
     said  assets  subject  to  PacCanUs'  fifty   percent  (50%)
     beneficial interest in said assets;

     (c)    Any   other  assets  of  the  Corporation  shall   be
     distributed  to  the shareholders based on their  respective
     shareholdings of the Class A Shares.

                           ARTICLE 12.
                                GENERAL

12.1  Each of the parties severally agrees to indemnify  each  of
the other parties hereto against, and reimburse each of the other
parties  for, any and all liabilities which such other  party  or
parties  may  incur or become subject to and amounts  which  such
other party or parties may pay or be required to pay which are in
excess  of  the  proportionate  share  of  the  liabilities   and
obligations  of  the parties under the terms of  this  Agreement,
provided  that nothing in this section 12.1 shall in any  way  be
deemed  to  or shall require any party to incur any liability  or
provide any funds other than as may be expressly provided for  in
any other provisions of this Agreement.

12.2  No  consent or waiver, expressed or implied, by  any  party
hereto of any breach or default by any other party hereto in  the
performance  of  his  obligations hereunder shall  be  deemed  or
construed  to  be a consent to or waiver of any other  breach  or
default in the performance by such other party of the same or any
other  obligations of such party hereunder.  Failure on the  part
of  any  party to complain of any act or failure to  act  of  any
other   party   or  to  declare  the  other  party  in   default,
irrespective  of  how  long  such failure  continues,  shall  not
constitute  a waiver by the first mentioned party of  his  rights
hereunder.

12.3    This   Agreement   shall   continue   to   be   effective
notwithstanding  the  sale of Shares by a Shareholder  howsoever,
and   this   Agreement  shall  be  binding  upon  the   remaining
Shareholders so long as there are at least two (2) Shareholders.

12.4  Any provisions of this Agreement prohibited by the laws  of
any  jurisdiction shall, as to such jurisdiction, be  ineffective
to  the  extent  of  such  prohibition without  invalidating  the
remaining terms and provisions hereof.

12.5 The Shareholders agree to sign all such documents and do all
such  things as may be necessary or desirable (including  causing
his  shares to be voted, whether at a meeting of Shareholders  or
by   way  of  resolution  in  writing)  to  more  completely  and
effectively carry out the terms and intentions of this  Agreement
and to cause the Corporation to act in the manner contemplated by
this   Agreement.   Each  Shareholder  shall  ensure   that   his
nominee(s),  if any, on the Board of Director of the  Corporation
acts in such a manner as to give effect to the provisions of this
Agreement.   If  a Shareholder's nominee fails  to  act  in  such
manner  as  to  give effect to the provisions of this  Agreement,
such  Shareholder shall cooperate in taking all such  actions  as
may  be  necessary from time to time to remove any  such  nominee
from  the  Board of Directors.  Each Shareholder shall  and  does
hereby   give   all  consents,  and  shall  cause   his   nominee
Director(s), if any, to give such consents, if any, which may  be
necessary for the purpose of effecting any transfer of any  Share
of  the  Corporation  which  is required  or  permitted  by  this
Agreement.

12.6  Each corporate Shareholder represents and warrants  to  the
other parties:

     (a)  that it has been duly incorporated and is validly subsisting
     as  a  Corporation in good standing under the  laws  of  its
     jurisdiction of incorporation and is duly licensed and qualified,
     or shall take steps to obtain such qualification on notice from
     Corporation that qualification is required all jurisdictions
     wherein the nature of its assets or the business transacted by it
     makes such licensing or qualification necessary;

     (b)  that it has the corporate power to own its assets, carry on
     its business as presently conducted and to enter into and perform
     its obligations under this Agreement;

     (c)  that this Agreement has been duly authorized, executed and
     delivered by it and constitutes a valid and binding obligation
     enforceable against it in accordance with its terms;

     (d)   that the execution, delivery and performance  of  this
     Agreement  will not violate any provisions of any indenture,
     agreement or other instrument to which it is a party or by which
     it is bound or be in conflict with, result in a breach of, or
     constitute a default under any such indenture, agreement or other
     instrument or result in the creation or imposition of a lien,
     charge or encumbrance of any nature whatsoever upon any of its
     property or assets;

     (e)  that there are no suits or proceedings pending, or to its
     knowledge  threatened, in any court or before any regulatory
     commission, board or other administrative governmental agency
     against or affecting it which will have a material adverse effect
     on its financial condition or business; and

     (f)  that all the foregoing representations and warranties shall
     be deemed to be continuing.

12.7 Any and all written notice or written communication given or
required  to be given to a party hereunder may be delivered,  or,
provided  postal service shall not be interrupted  or  threatened
with interruption, mailed in Canada by registered mail, and shall
be deemed:

     (a)  in the case of delivery to such party to have been duly
     given when the same is personally delivered to the party  if
     an  individual or to an officer of the party if the party is
     a corporation;

     (b)   if addressed to such party at its address set forth in
     the  records  of  the Corporation, and in the  case  of  the
     Corporation at its registered office address, in the case of
     dispatch by registered mail, to have been duly given at 5:00
     o'clock in the afternoon (local time of the sender)  on  the
     4th day after the same was deposited with the post office.

12.8 Nothing in this Agreement shall be deemed in any way or  for
any purpose to constitute any party a partner of, or a member  of
a joint venture or joint enterprise with, any other party to this
Agreement in the conduct of any business or otherwise.

12.9 Time shall be of the essence in this Agreement.

12.10      This Agreement constitutes the entire agreement  among
the parties and shall not be modified, amended or assigned except
with  the  consent  in writing of all of the parties  hereto.   A
consent  to  any assignment required hereunder may be arbitrarily
or unreasonably withheld until the proposed assignee executes and
delivers  such documents as, in the opinion of the legal  counsel
of  the  Corporation, are necessary to oblige himself  or  itself
hereunder.

12.11      This  Agreement  shall be governed  and  construed  in
accordance with the laws of the State of Delaware and the federal
laws of the United States of America applicable therein, and  the
courts  of  such  State  shall  have  exclusive  jurisdiction  to
ascertain any action in connection with this Agreement.

12.12     If at the time of any sale of Shares as contemplated in
this Agreement:

     (a)  there are any loans outstanding from the Corporation to
     the  selling Shareholder(s) or vice versa, such loans  shall
     be paid;  and

     (b)   there  are any securities or covenants lodged  by  the
     selling Shareholder(s) with any person or institution or any
     personal  guarantees given by the selling Shareholder(s)  or
     his  nominee(s)  to  secure any indebtedness,  liability  or
     obligation of the Corporation, the remaining parties to this
     Agreement  shall use their best efforts to have the  selling
     Shareholder(s) and any nominee(s) released therefrom.

If,  notwithstanding such best efforts, the releases as aforesaid
are  not  obtained, the remaining parties shall  deliver  to  the
selling  Shareholder(s) their indemnity in  writing  indemnifying
the  selling Shareholder(s) and his nominee(s) from any  and  all
liabilities thereunder.

12.13       Wherever the singular and masculine are used in  this
Agreement,  they  shall be construed as  if  the  plural  or  the
feminine  or the neuter had been used, where the context  or  the
party  or parties so requires, and the rest of the sentence shall
be  construed  as  if the grammatical and terminological  changes
thereby rendered necessary had been made.

12.14      This  Agreement  may be executed  by  the  parties  in
counterparts and when all parties have executed at least as  many
counterparts as there are parties, all of such counterparts shall
be  deemed  to  be  originals  and all  such  counterparts  taken
together shall constitute one and the same agreement.  Each party
to  this  Agreement  shall receive a complete set  of  originally
signed   counterparts  hereof,  and  the  set  provided  to   the
Corporation shall be kept in the minute book of the Corporation.

12.15      This Agreement shall enure to the benefit  of  and  be
binding    upon   the   parties   hereto   and   their   Personal
Representatives,  successors  and  permitted  assigns   and   any
reference to a right or an obligation of a party hereto shall  be
deemed  to  include a reference to such Personal Representatives,
successors  and permitted assigns to the extent that the  context
requires.

IN  WITNESS  WHEREOF the parties hereto have duly  executed  this
Agreement as of the date and year first above written.

                                     P.E.S.T.   CREATIVE   GAMING
     CORPORATION

                                   Per:
                              _____________________________
                                                          Stewart
                              Garner

                                                   WINNING  GAMES
                              INC.

                                   Per:
                              _____________________________
                                                       William H.
                              Johnston

                                   PACCANUS INC.

                                   Per:
                              _____________________________
                                        John Hayter

                                   RACINGO INVESTMENTS LTD.


                                                             Per:
                         _____________________________
                                        John Hayter

                                   RACINGO INVESTMENTS LTD.


                                                             Per:
                         _____________________________
                                        Stewart Garner

                                   RACINGO INVESTMENTS LTD.


                                                             Per:
                         _____________________________
                                        William H. Johnston