SOFTWARE  DEVELOPMENT AGREEMENT FOR
                     THE PLAYANDWIN WEB SITE


                            BETWEEN:




                        PLAYANDWIN, INC.


                             - and -


                  INTERNET SPORTS NETWORK INC.







             made as of the ___ day of January, 2000
















          THIS  SOFTWARE DEVELOPMENT AGREEMENT FOR THE PLAYANDWIN
WEB SITE is made as of the ___ day of January, 2000.

          BETWEEN:


                         PLAYANDWIN, INC.,
                         a corporation incorporated under
                         the laws of the State of Nevada

                         (herein referred to as "PlayandWin")

                                                OF THE FIRST PART

                         - and -

                         INTERNET SPORTS NETWORK INC.,
                         a  corporation  incorporated  under  the
laws of the
                         State of Florida,

                         (herein referred to as "ISNI")

                                               OF THE SECOND PART




          WHEREAS  PlayandWin  and ISNI wish  to  enter  into  an
Agreement  whereby  ISNI  would  create  and  establish   certain
contests or games necessary to implement the project set  out  in
the Scoping Document;

          NOW   THEREFORE  this  Agreement  witnesseth  that   in
consideration of good and valuable consideration, the receipt and
sufficiency  of which is hereby acknowledged, the parties  hereto
agree as follows:






          ARTICLE 1 - DEFINITIONS

1.1  In  this  Agreement,  the following  terms  shall  have  the
     following meanings respectively ascribed thereto:

(1)  "Acceptance   Period"  means  a  certain  period   of   time
     commencing on satisfactory completion of each of the milestones
     set out in the Schedule of Deliverables as more particularly
     defined in Article 8;

(2)  "Acceptance Testing" means the procedures to be followed by
parties hereto and the independent testing firm retained and paid
by PlayandWin as more particularly set out on Schedule "A" to
this Agreement;
(3)  " Affilliate" shall mean any corporation or entity that
controls, is controlled by or is under common control with a
Party, as the context indicates;
(4)  "Agreement" means this agreement and the Schedule appended
hereto;
(5)  "Arbitrator" means a person or entity mutually agreed upon
by PlayandWin and ISNI;
(6)  "Article" means an article of this Agreement;
(7)  "Business" means the business of PlayandWin which is the
development, marketing, promotion, sale and operation of a
particular pari-mutuel, `bingo-type' wagering system known as
Racingo, both offline and online. PlayandWin plans to introduce
interactive Internet gambling based games and the marketing and
sale of ancillary products. The first game to be developed is to
be Fantasy Racingo, an online version of the offline game
Racingo;
(8)  "Commencement  Date" means the date on which  ISNI  receives
     written notification from the Escrow Agent that it has received
     the payment contemplated by Section 4.1(a);

(9)  "Confidential Information" means all information received by
     one  party  from the other in connection with  the  Project,
     excluding that information which:

          (i)  is  or  becomes generally available to the  public
               other  than  as  a result of a disclosure  by  one
               party to the other party;

          (ii) was  available  to one party on a non-confidential
               basis  prior to its disclosure by the other party;
               or

          (iii)      becomes  available to one party  on  a  non-
               confidential  basis from a source other  than  the
               other  party,  who  is not otherwise  bound  by  a
               confidentiality agreement with one party or is not
               otherwise prohibited, either by statute or  common
               law,  from  disclosing such information  to  third
               parties.

(10) "Construction and Testing" means the development phase  that
     produces the live interactive version of the Research, Design and
     Creative Concepts  and the testing of the PlayandWin Web Site by
     ISNI;

(11) "Content"  shall  mean  data, text,  information,  graphics,
     Links,  Marks,  and other material, in any  form  or  medium
     whatsoever, and whether owned by PlayandWin or by a third party,
     that is provided or supplied by the PlayandWin to ISNI for use as
     part of the PlayandWin Web Site and Fantasy Racingo;

(12) "Design  Revisions"  means  the revisions  by  ISNI  to  the
     Research, Design and Creative Concepts;

(13) "Force Majeure" means the circumstances where the failure of
     a party to perform its obligations under this Agreement, in whole
     or in part, is caused by an act of force majeure, including, but
     not limited to, an act of God, strike, walkout, public enemy,
     war, civil commotion, riots, judicial or governmental order,
     other requirement of law or any other cause beyond the reasonable
     control of such party;

(14) "   "Intellectual  Property  Claim"  means  an  action   for
     infringement as more particularly described in Section 7.6;

(15) "Link"   shall mean a URL hidden  behind a formatting option
     that may take the form of a coloured item of text (such as a URL
     description), logo, button, banner or image and which allows a
     user to automatically and directly transfer to such other URL,
     that is, to move to or between Internet pages, sites or within a
     document; the term shall also include the act of moving to or
     between such locations as the context may require;

(16) "Mark"  shall mean any trademark, trade name, service  mark,
     design mark, logo, emblem, domain name, URL or other distinctive
     brand  element (whether registered or not) used to  identify
     PlayandWin or ISNI or their respective products or services (as
     the case may be);

(17) "Net Revenue" shall mean gross revenues generated by Playand
     Win or ISNI from advertising, sponsorship or other forms  of
     revenue less any direct third party costs related thereto;

(18) "Fantasy   Racingo  game"  means  the  interactive  fantasy,
     application and gaming system to be designed and developed by
     ISNI for PlayandWin;

(19) "Project" means all of the services to be provided  by  ISNI
     to PlayandWin pursuant to this Agreement and is comprised of the
     following phases; (i) Research, Design and Creative Concepts,
     (ii) Design Revisions, (iii) Construction and Testing, and (iv)
     Deployment;

(20) "Research, Design and Creative Concepts" means the  detailed
     design and testing creative specifications that will by used by
     ISNI  to build the Fantasy Racingo game as more particularly
     described in Section 2.2;

(21) "Schedule of Deliverables" means the services to be provided
     by ISNI to PlayandWin during the Research, Design and Creative
     Concepts phase as identified by milestones, deliverables, budget,
     date  of  completion and payment amount on the  Schedule  of
     Deliverables appended as Schedule "A" to this Agreement;

(22) "Scoping Document" means the document to be prepared by ISNI
and captioned "Scoping Document - Final" dated on or about
Feburary  15, 2000 as mutually amended by PlayandWin and ISNI
setting out the objectives and requirements to design and develop
the Fantasy Racingo game;
(23) "Section" means a section of this Agreement;
(24) "Termination Event" means a circumstance which may
constitute a ISNI default or a PlayandWin default as more
particularly described in Sections 5.2 and 5.3 respectively;
(25) "Year 2000 Compliant" means that neither the performance nor
functionality of the PlayandWin Web Site is affected by dates
prior to, during or after the year 2000 and in particular that
all software,  applications and systems designed and developed by
ISNI for PlayandWin are architected to enable the following
capabilities:
(1)  (i)  Date, data, century recognition;

(2)  (ii) Calculations that accommodate same century, cross
century, multi century formulas and date values;
          (iii)     Date data interface values that reflect and include the
               indication of the century or correctly imply the century;

(3)  (iv)  Year 2000 is recognized as a leap year; provided  that
     all other inter-facing technology designed and developed  by
     parties other than ISNI exchange accurate date and date related
     data with the software applications and systems designed and
     developed by ISNI.


                      ARTICLE 2 - SERVICES

2.1  ISNI Services
     Subject to the terms and conditions of this Agreement and in
     compliance with the time lines specified herein,  ISNI  will
     develop  the Fantasy Racingo game and all related  software,
     applications and systems for the fully functional  operation
     of  the   Fantasy Racingo game in accordance with the  Final
     Scoping  Document.  The games will be operated,  hosted  and
     maintained by ISNI.

2.2  Design and Creative Concepts

     The first phase of the Project shall be the establishment of
     the  detailed design and testing creative specifications and
     visual  representations  that  will  be  used  by  ISNI   to
     construct  the  Fantasy  Racingo game.  In  this  phase  the
     functional  and technical details are addressed on  a  micro
     level  by the interface and technical team of ISNI in  order
     to  determine  the  manner in which  the  applications  will
     function  in the front and back end of the  Fantasy  Racingo
     game. ISNI will complete sufficient research and testing  to
     validate  its design assumptions, methodologies and software
     selection.   Upon  completion of  the  Research  Design  and
     Creative Concepts, PlayandWin and its advisors shall approve
     in  writing,  the  "look and feel" characteristics,  graphic
     user  interface,  Content,  Links,  artistic  elements   and
     specifications,   such  approval  not  to  be   unreasonably
     withheld or delayed.

2.3  Experimental Development of a Prototype

     As  part of the Research Design and Creative Concepts phase,
     ISNI  will  provide  a prototype for demonstration  purposes
     only  which will illustrate the functionality and  the  look
     and  feel of the application but will not execute all of the
     functional  aspects of the Project.  PlayandWin acknowledges
     that the look and feel of this prototype may not be the same
     as  the  final  look  and  feel of  the  application.   This
     prototype   shall  be  completed  and  made   available   to
     PlayandWin   within   a   commercially   reasonable   period
     subsequent  to signing of the Agreement but not  later  than
     ninety (90) days from the date of this Agreement.

2.4  Construction and Testing

     The third phase of the Project shall be the construction and
     testing  of  the Fantasy Racingo game in which  the  quality
     assurance  procedures of ISNI will ensure that  the  Fantasy
     Racingo  game operates completely error free in all material
     respects and such quality assurance procedure shall include:

     1)   Unit Testing - as individual components are developed, they
       will undergo testing routines as unique entities;

     2)   System Testing - as soon as the Fantasy Racingo game is
       complete,  each "unit" is integrated and becomes  a  fully
       functional web application and is tested as part of the system;

     3)   Use of Testing - an internal  Fantasy Racingo launch will
       occur upon completion of the system testing.
1.2
     4)   ISNI shall have no responsibility for errors or defects
       arising from interfacing applications, software and systems
       designed and developed by parties other than ISNI.

2.5  Time to Complete

     The   Research,   Design  and  Creative   Concepts,   Design
     Revisions,  Construction and Testing, and Deployment  phases
     of  the  Project shall be completed in accordance  with  the
     milestones  and  timelines  specified  in  the  Schedule  of
     Deliverables.



                ARTICLE 3 - PLAYANDWIN SERVICES

     PlayandWin acknowledges that ISNI's obligations in Article 2
     of this Agreement are expressly conditional upon PlayandWin:

     1)    providing adequate access to all computer systems  and
       software required to complete the Project;

     2)    providing adequate access to all PlayandWin  personnel
       involved with the Project;

     3)   completing all tasks that are assigned to PlayandWin in the
       Final Scoping Document in a timely manner;

     4)    providing  content as specified in the  Final  Scoping
       Document; and

     5)    purchasing on a timely basis all hardware and software
       including, but not limited to, any licenses and support, database
       licenses  and other items identified in the Final  Scoping
       Document.


                   ARTICLE 4 - PAYMENT TERMS

4.1  Payments by PlayandWin

     PlayandWin  shall  pay the amount of the ISNI  fees  as  per
     schedule "B". .

     Ongoing Payments by PlayandWin

4.2  (a)On completion of each milestone, ISNI shall notify the independent
testing  firm  retained and paid by PlayandWin  and  provide  the
independent  testing firm with all relevant materials,  documents
and information with respect to the services rendered by ISNI  in
connection  with  that  milestone. The independent  testing  firm
shall  use  its best efforts to issue a report within  seven  (7)
days and, in any event, no later than fourteen (14) days from its
receipt  of  such materials, documents and information  regarding
its  opinion  as to the number of deficiencies, if any,  and  the
classification of such deficiencies in accordance  with  Schedule
"B".  PlayandWin shall release payments to ISNI within three  (3)
business  days from its receipt of a report from the  independent
testing firm in accordance with Schedule "B".

(b)  If the independent testing firm identifies certain remedial work
that  needs  to  be  performed in order  to  have  the  milestone
satisfactorily completed, ISNI shall undertake such remedial work
or if the independent testing firm does not issue a report within
fourteen  (14) days of its receipt of the aforesaid  notification
from  ISNI,  the  independent testing firm  shall  be  deemed  to
confirm that the milestone has been satisfactorily completed.  In
the  event of a dispute between ISNI and the independent  testing
firm  retained  by PlayandWin, the matter shall  be  referred  to
arbitration and the decision of the Arbitrator shall be final and
binding  upon PlayandWin and ISNI shall comply with the  decision
of the arbitrator with respect to the release of funds;






4.3  Expenses

     In  addition to the fees to be paid to ISNI pursuant to this
     Agreement,  ISNI will also be reimbursed for all  reasonable
     disbursements and expenses that are incurred in  the  normal
     course of the Project, provided that any item of expense  in
     excess  of  two hundred ($200.00) dollars shall require  the
     written   pre-approval  of  PlayandWin.    Such   reasonable
     disbursements and expenses will include, but not be  limited
     to,  reasonable  travel expenses, storage  media,  and  long
     distance  calls  and a one (1%) per cent administrative  fee
     charged  by ISNI on all disbursements and expenses permitted
     by this Section 4.3.

4.4  Invoicing

     ISNI  shall issue the appropriate invoices to PlayandWin  at
     the  appropriate  times  as  Milestones  are  completed   as
     specified in the Scope of Work.  All such invoices shall  be
     payable  by  PlayandWin in accordance with  Section  4.2(b).
     ISNI  shall not invoice PlayandWin for any additional  costs
     that  have not been approved in writing by PlayandWin.   The
     invoices issued by ISNI shall contain detailed time records.
     Amounts  which are outstanding after thirty (30)  days  from
     the date of the invoice will be charged interest at the rate
     of one (1%) per cent per month.

4.5  Taxes

     The  fees  payable  by PlayandWin to ISNI pursuant  to  this
     Agreement are exclusive of federal, provincial, sales,  duty
     or  other taxes now or hereafter levied or imposed  on  such
     fees.  All applicable taxes to be paid by PlayandWin will be
     added  to  the  invoice amount and shown as a separate  line
     item.   It  is acknowledged that no GST shall be  levied  on
     fees  or expenses charged to PlayandWin as PlayandWin  is  a
     non-resident of Canada.

4.6  No Variation from Fees

     ISNI and PlayandWin acknowledge that the fees set out in the
     Schedule  of  Deliverables are intended as fixed  and  final
     costs  except that ISNI may increase such fees by an  amount
     not  to  exceed five (5%) per cent and on completion of  the
     Design  Revisions phase of the Project such fees may not  be
     increased by ISNI by more than five (5%) per cent.




4.7  Arbitrator's Fees

     The  fees of the Arbitrator charged in connection with  this
     Agreement shall be paid exclusively by the party losing  the
     arbitration  as  determined by the Arbitrator.  The  initial
     deposit  of  two thousand, five hundred dollars required  on
     account  of  the  Arbitrator's fees shall be established  by
     each  of PlayandWin and ISNI contributing one thousand,  two
     hundred fifty ($1,250) dollars.


                ARTICLE 5 - TERM AND TERMINATION

5.1  Term

     This  Agreement shall commence on the date of this Agreement
     and  will  continue in effect until terminated  pursuant  to
     Section 5.2 or 5.3.

                               --



pwinf10m
5.2  Termination Event Due to ISNI Default

     Any  one  of  the  following will constitute a  "Termination
     Event" as a result of a ISNI default:
     If  ISNI fails:

(1)  (i)  to substantially perform any of the services set out in
     Article 2 or fails to meet the milestones specified  in  the
     Schedule  of Deliverables or the time periods stipulated  in
     Article 2 by two (2) weeks or more;

(2)  (ii)  to  perform, satisfy or comply with any other material
     obligations, covenants or other provisions contained in this
     Agreement; and in each case, such failure remains unremedied (if
     capable of being remedied) for a period of fourteen (14) days
     after PlayandWin has given written notice thereof to ISNI;
     (iii)If  ISNI fails to perform or is otherwise in breach  of
          its  obligations under this Agreement for an  aggregate
          period  of  sixty  (60) days during the  term  of  this
          Agreement by reason of Force Majeure;
     (iv) The bankruptcy or insolvency of ISNI, the filing against
          ISNI of a petition in bankruptcy, the making of an assignment for
          the benefit of a creditor, the appointment of a receiver, or the
          institution by or against ISNI of any other type of insolvency
          proceeding; and
     (v)  If ISNI shall fail to satisfactorily perform the services or
          make any royalty payments as they come due as contemplated in
          section 10.2 hereof.
5.3  Termination Event Due to PlayandWin Default

     Any  one  of  the  following will constitute a  "Termination
     Event" as a result of a PlayandWin default:

1.2  If PlayandWin fails:

(1)  (i)   to  substantially  perform any of  its  functions  and
     obligations outlined in the Final Scoping Document;

(2)  (ii)  to  perform, satisfy or comply with any other material
     obligations, covenants or other provisions contained in  the
     Agreement;

               and  in  each case such failure remains unremedied
               (if  capable  of being remedied) for a  period  of
               fourteen  (14)  days after ISNI has given  written
               notice thereof to PlayandWin;
               (iii)If   PlayandWin  fails  to  perform   or   is
               otherwise in breach of its obligations under  this
               Agreement  for an aggregate period of  sixty  (60)
               days  during the term of this Agreement by  reason
               of Force Majeure;

               (iv)The  bankruptcy or insolvency  of  PlayandWin,
               the  filing  against PlayandWin of a  petition  in
               bankruptcy,  the making of an assignment  for  the
               benefit  of  a  creditor,  the  appointment  of  a
               receiver,   or  the  institution  by  or   against
               PlayandWin   of  any  other  type  of   insolvency
               proceeding; and

                         (v)If  PlayandWin  fails  to  make   the
                         payments  as  contemplated  by   Section
                         4.1(a)  and  4.1(b)  within  the   times
                         prescribed for such payments.

5.4  Obligations of ISNI upon Termination by PlayandWin

     Upon  the  termination of this Agreement as a  result  of  a
     Termination  Event, as defined in Section 5.2,  ISNI  agrees
     that   it  will  return  all  content  and  other  materials
     belonging to PlayandWin .

5.5  Obligations of PlayandWin upon Termination by ISNI

     Upon  the  termination of this Agreement as a  result  of  a
     Termination  Event,  as defined in Section  5.3,  PlayandWin
     will  be responsible for payment of any unpaid fees to date,
     not  in  dispute,  and any accrued interest  on  outstanding
     amounts.   With  respect to any work  in  progress  for  its
     services rendered by ISNI but not billed to PlayandWin,  the
     Arbitrator shall be requested to make a determination on the
     value  of such work in progress to PlayandWin and PlayandWin
     shall   be  responsible  for  paying  the  amount   of   the
     Arbitrator's determination to ISNI.

5.6  Provisions Which Operate Following Termination

     Notwithstanding  any termination of this Agreement  for  any
     reason  whatsoever, the provisions of Article 6, Article  7,
     Article  10  and  any  other  provision  of  this  Agreement
     necessary  to give efficacy thereto shall continue  in  full
     force and effect following any such termination.


                  ARTICLE 6 - CONFIDENTIALITY

     Each party agrees:

     (a)  except as required by law, to keep for a period of five
          (5) years all Confidential Information confidential and
          not  to disclose or reveal any Confidential Information
          to  any person other than those employed by a party  or
          engaged  on  behalf  of a party who  are  actively  and
          directly  participating in the Project or who otherwise
          need  to  know  the  Confidential Information  for  the
          purpose  of  the Project and to cause those persons  to
          observe the terms of this provision; and

     (b)  not to use the Confidential Information for any purpose
          other than in connection with the Project.

          Each  party will be responsible for its breach  of  the
          terms  of  this provision or the breach by the  persons
          entitled to the Confidential Information referred to in
          paragraph (a) above.

          In  the event that a party is requested pursuant to, or
required by applicable law, or, regulation, or, by legal process,
to  disclose any Confidential Information, such party agrees that
it  will  provide  the  other party with prompt  notice  of  such
request(s)  to  enable  it to seek a protective  order  or  other
appropriate remedy.

          In  addition, unless otherwise required by law, neither
party  nor its representatives will, or without the other party's
prior  written consent, disclose to any person (other than  those
actively   and   directly  participating  in  the  Project)   any
information about the Project, or the terms, conditions or  other
facts relating thereto.

          Each  party  agrees to indemnify and save harmless  the
other   party  from  all  costs,  liabilities  and  any  expenses
whatsoever   arising   from   the  unauthorized   disclosure   of
confidential information contrary to this provision.

          Each  party  acknowledges that  the  other  party  will
suffer  irreparable injury in the event of a breach or threatened
breach  of  this confidentiality provision.  Each  party  further
agrees  that  in such event, the other party shall  be  entitled,
without prejudice to the rights and remedies available to it,  to
equitable  relief, including an injunction to enjoin  any  breach
of,  or,  any threatened breach or, an order to enforce  specific
performance, of any part of this confidentiality provision.

          It  is  further understood and agreed that no delay  or
failure  by  a party in exercising any right, power or  privilege
hereunder shall operate as a waiver thereof, nor shall any single
or  partial  exercise  thereof  preclude  any  other  or  further
exercise  thereof or the exercise of any other  right,  power  or
privilege hereunder.

            ARTICLE 7 - INTELLECTUAL PROPERTY RIGHTS


7.0 Ownership

     ISNI Ownership It is expressly acknowledged and agreed that
     ISNI or its licensors are the owners of all Content of ISNI,
     all ISNI Technology, all deliverables set out in the
     Schedule of Deliverables and in the Scoping Document and all
     other materials created by or for ISNI and incorporated into
     the games and contests provided hereunder (together, the
     "ISNI Intellectual Property") and Play andWin has no right,
     title or interest, whether by way of license or otherwise,
     in the ISNI Intellectual Property except as may be expressly
     provided for in this Agreement.


7.1  Assignment of Intellectual Property Rights

     ISNI shall be the owner of all of the Intellectual Property
     Rights, including, without limitation all developed source
     code and PlayandWin assigns all  Intellectual Property
     Rights to ISNI from time to time immediately on the creation
     of such rights, including, without limiting the generality
     of the foregoing, all development created by  PlayandWin or
     its agents related to the games or contests.  ISNI may in
     its absolute discretion attend to the registration of
     copyright or such other registrations of the Intellectual
     Property Rights that it deems appropriate. PlayandWin agrees
     that ISNI, its assignees and their licensees are not
     required to designate PlayandWin or its employees or
     representatives as the author of any developments.
     PlayandWin hereby waives and will waive and will cause each
     of its employees and representatives to waive in whole in
     favour of ISNI all rights of integrity and other moral
     rights which PlayandWin of its employees or representatives
     may have in the developments in order to permit ISNI to
     modify, edit and incorporate the developments into the ISNI
     Games.


7.2  Non-Compete

     ISNI  shall not use  the proprietary software, applications,
     and systems that has been developed under this Agreement for
     PlayandWin to design or develop software, applications,  and
     systems for a game or contest that are substantially similar
     to  the  Racingo  game for any person, firm  or  corporation
     involved  in  a  business that is directly competitive  with
     PlayandWin's Business as currently carried on as at the date
     of this Agreement.

7.3  License

       During  the term of this Agreement and any renewal hereof,
     ISNI  grants to Customer the right to create Links from  the
     Customer Site to the ISNI Site for purpose of accessing  the
     ISNI  Games  for  its  customers in the  Defined  Territory.
     During  the term of this Agreement PlayandWin grants  a  non
     exclusive  royalty free, irrevocable, perpetual  license  to
     ISNI  to  create Links from PlayandWin's web site to  ISNI's
     server for the purpose of accessing the games, and a license
     to  use,  reproduce, modify, edit, copy,  distribute  and/or
     display the PlayandWin Content in ISNI's games and contests,
     advertising, marketing and promotional material relating  to
     the  ISNI games and contests or any part thereof and on  any
     and all of its website(s).

7.4  Enhancements

     All  enhancements,  modifications and  improvements  to  the
     software, applications and systems designed and developed by
     ISNI for the PlayandWin , shall be owned by ISNI.

7.5  Intellectual Property Indemnification

      Each party agrees to indemnify the other party in the event
     that  any  of  the Content, intellectual property  or  other
     materials   provided  to  the  other  party   infringe   the
     intellectual property rights of any corporation  or  person.
     Each  party  agrees  to  indemnify the  other  and  save  it
     harmless from any and all costs, including reasonable  legal
     costs,   loss   damages,  liability,  claims   and   demands
     (collectively an "Intellectual Property Claim") in excess of
     $100,000  incurred by or made against either  party  to  the
     extent  that either parties's performance of its obligations
     under   this   agreement  infringes  any  such  intellectual
     property  rights.   Each party agrees to  pay  all  damages,
     costs,  and legal fees awarded therein against either  party
     provided that either party promptly notifies the other party
     in writing, of an Intellectual Property Claim.


7.6  Claim for Infringement

     If  the Fantasy Racingo game developed by ISNI is determined
     by  a final judgment of a court of competent jurisdiction to
     constitute an infringement of any other parties intellectual
     property rights and, as a result, the permitted use  of  the
     PlayandWin Web Site is prohibited, ISNI will, in addition to
     honoring the foregoing indemnity in Section 7.5, at its sole
     option and expense, either:


     1.3             1)   procure from the owner of the infringed
               intellectual property rights such intellectual property rights
               for the benefit of PlayandWin;

     1.4             2)    modify the Fantasy Racingo game or the
               infringing part or parts thereof so that it is non-infringing or
               replace same with a substitute of equal quality approved by
               PlayandWin, acting reasonably, provided that the substitute will
               perform substantially to the same or better level of performance
               and functionality; or

          3)   subject to Section 10.2, refund the fees already received
               from PlayandWin for the work performed on the module in which the
               infringement resulted.


7.7  Limit of Liability

     NO PARTY GIVES ANY REPRESENTATIONS, WARRANTIES, COVENANTS
     AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT
     LIMITATION ANY OTHER IMPLIED WARRANTIES Of MERCHANTABLE
     QUALITY, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR
     PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF
     DEALING OR COURSE OF PERFORMANCE.


In addition not withstanding anything contained in this agreement
each parties liability to the other Party in all other
circumstances shall be strictly limited to direct damages (which,
for greater certainty, shall not include any indirect, third
party, special, incidental, consequential or exemplary expenses,
costs, liability, loss or damage whatsoever (even if that Party
has been advised of the possibility of such damages), not. to
exceed the amounts payable by PlayandWin to ISNI under this
agreement paid preceding twelve (12) months, and in any event,
not more than One Million Dollars ($1,000,000).In no event shall
ISNI be liable whatsoever for any claims relating to the games or
contests, including, without limitation, that any round of the
games or contests has been incorrectly or improperly performed,
or the failure to award a player for winning any round if such
failure was either out of ISNI's reasonable control, including,
if any third party provided ISNI incorrect information, and ISNI
shall not be liable for failing to verify such information.



                 ARTICLE 8 - ACCEPTANCE PERIOD

     Commencing  on  the  date that ISNI notifies  PlayandWin  in
     writing  that it has satisfactorily completed the Deployment
     phase of the Project. PlayandWin's independent testing  firm
     shall   have  one  hundred  and  twenty  (120)   days   (the
     "Acceptance  Period"), to verify that  the  Fantasy  Racingo
     game  is  performing  substantially in accordance  with  the
     specifications set out in the Final Scoping Document and the
     Research,  Design  and Creative Concepts.   If,  during  the
     Acceptance Period, PlayandWin in writing notifies ISNI of  a
     defect, ISNI shall correct such defect within ten (10)  days
     (or  such  longer period of time as may be consented  to  by
     PlayandWin, acting reasonably), at no additional  charge  to
     PlayandWin.

     The  Acceptance  Period will expire at the earlier  of:  the
     date  PlayandWin provides written acceptance of the  Fantasy
     Racingo game;

     1)   one hundred and twenty (120) days following the commencement
       of the Acceptance Period if ISNI has not been notified, in
       writing, of any non-compliance with the PlayandWin Web Site; or

     2)    one  hundred  and twenty (120) days following  written
       notification from ISNI that any defect noted by PlayandWin's
       independent testing firm has been corrected, provided that
       PlayandWin concurs that such defect  has been corrected and that
       ISNI has not been notified of any additional defect.


           ARTICLE 9 - MODIFICATIONS AND MAINTENANCE

9.1  Additions  and  Modifications to  the  PlayandWin  Web  Site
     Content

     ISNI acknowledges that up-dating the contents of the Racingo
     game  agrees  that, upon receiving new or  modified  content
     from PlayandWin, the Fantasy Racingo game will be updated in
     accordance  with  the ongoing maintenance  agreement  to  be
     negotiated between the parties and described in Section 9.3.

9.2  Additional Modifications to Specifications

     ISNI  agrees, within seven (7) days of receiving  additional
     detailed  specifications  from  PlayandWin,  to  provide   a
     quotation  to PlayandWin for each requested function  (other
     than  those already described in Article 2) or modifications
     thereto,  including the elapsed time to  develop,  test  and
     implement   the   requested  functions  and  all   documents
     including  source  code.  Upon acceptance  from  PlayandWin,
     ISNI  agrees to implement such additional specifications  or
     modifications in a prompt and timely fashion,  according  to
     the agreed implementation period set out in the quotation.


9.3  Termination of Maintenance Period

     PlayandWin  acknowledges that ISNI will be relieved  of  its
     obligations  pursuant to this Article 9 if and only  to  the
     extent  that any error, malfunction or defect in the  system
     is  caused  by any action or inaction of PlayandWin  or  any
     software   or   other  intellectual  property  provided   by
     PlayandWin   or  installed  by  PlayandWin  without   ISNI's
     involvement.


        ARTICLE 10 - ADVERTISING AND SPONSORSHIP REVENUE

10.1 Advertising and Sponsorship Revenue

     INSI  shall  have  the  non-exclusive  right  to  sell   all
     advertising and sponsorship on PlayandWin and Affiliate  web
     sites,  subject  to  PlayandWin advertising  guidelines  and
     mutually  agreed  upon  rate  card  rates  .  INSI  and  its
     Affiliates  shall be entitled to retain all advertising  and
     sponsorship Net Revenues generated as a result,  subject  to
     the  royalty payments to PlayandWin set out in section  10.2
     PlayandWin  reserves the right to reject any advertising  or
     sponsorship  which  it,  in  its  sole  discretion,   acting
     reasonably,  determines  is in contravention  of  PlayandWin
     advertising guidelines.




10.2 Royalties to Play and Win


                         INSI  and  its Affiliates shall  pay  an
                         annual  royalty  equal to  twenty  (20%)
                         percent    of   all   advertising    and
                         sponsorship  Net Revenues  generated  by
                         INSI   and   its  Affiliates  sell   all
                         advertising    and    sponsorship     on
                         PlayandWin  and  Affiliate  web   sites.
                         Royalty   payments  shall   be   payable
                         quarterly  within thirty  days  of  each
                         quarter end.

10.3    Royalties to INSI
     Play  and Win and its Affiliates shall pay an annual royalty
     equal   to   twenty   (20%)  percent  of  all   advertising,
     sponsorship or other Net Revenues generated by Play and  Win
     and  its  Affiliates from Fantasy Racingo or the  PlayandWin
     Web site. Royalty payments shall be payable quarterly within
     thirty days of each quarter end.



                 ARTICLE 11 - MUTUAL INDEMNITY

11.1 Indemnification

     Both  during  and  after the termination of this  Agreement,
     each  party shall indemnify and save harmless the other  and
     its  employees, officers, directors, agents and  others  for
     whom  it  is responsible at law, from any and all claims  at
     law  or  in  equity, and expenses relating to those  claims,
     that  may  arise and any loss, cost, expense or damage  that
     the indemnified party may incur or suffer in connection with
     the  subject  matter  of this Agreement  including,  without
     limiting  the generality of the foregoing, a breach  of  the
     confidentiality obligation set out in Article 6,  except  to
     the  extent   that  the  claims are  caused  by  indemnified
     party's own negligence or misconduct.  Provided that  in  no
     event  shall either party be liable to the other for a claim
     for  indemnification in an amount exceeding $1,000,000  plus
     the  total  development costs of the game plus all royalties
     paid  to  INSI.   In  the  interest  of  certainty,  it   is
     acknowledged  and agreed that ISNI shall not be  liable  for
     the  products and services received by PlayandWin from third
     parties   or  the  failure  of  PlayandWin  to  secure   the
     appropriate gaming licenses.




                ARTICLE 12 - YEAR 2000 COMPLIANT

     2.1. Year 2000

     All  applications, systems and software being  designed  and
     developed  by ISNI with respect to this Agreement  are  Year
     2000  Compliant.   ISNI  shall have  no  responsibility  for
     errors  or  defects  arising from interfacing  applications,
     software and systems designed and developed by parties other
     than ISNI that are not Year 2000 Compliant.

                      ARTICLE 13 - GENERAL

13.1 Governing Law

     This Agreement shall be exclusively governed by, and
     construed in accordance with, the laws applicable in the
     Province of Ontario, Canada (without reference to conflicts
     of laws principles).  All courts within the Province of
     Ontario, Canada shall have the exclusive jurisdiction to
     adjudicate any dispute arising out of this Agreement.  Each
     Party hereby: (a) submits and attorns to the exclusive
     jurisdiction of the federal or provincial courts located in
     Toronto, Ontario; and (b) consents to service of process
     being effected upon the other Party by registered mail sent
     to the address set forth in this Agreement; (c) agrees not
     to seek, request, claim or pursue trial by jury; and (d)
     agrees not to seek, request, claim or pursue any right,
     claim or entitlement to any punitive or exemplary damages
     whatsoever.


13.2 Invalidity of Provision

     Any  provision  of  this  Agreement that  is  prohibited  or
     unenforceable  in  any  jurisdiction  will,   as   to   that
     jurisdiction,   be  ineffective  to  the   extent   of   the
     prohibition  or  unenforceability without  invalidating  the
     remaining   provisions   and   any   such   prohibited    or
     unenforceable  provision  will  not  invalidate  or   render
     unenforceable such provision in any other jurisdiction.  For
     any provision so severed there will be deemed substituted  a
     like  provision to accomplish the intent of the  parties  as
     closely  as  possible  to  the  provision  as  drafted,   as
     determined  by  any court or arbitrator having  jurisdiction
     over  any  relevant proceedings, to the extent permitted  by
     the applicable law.


13.3 Entire Agreement

     This  Agreement  and  its  schedule constitutes  the  entire
     agreement  between  the parties pertaining  to  the  subject
     matter  thereof.   There are no warranties,  conditions,  or
     representations  (including  any  that  may  be  implied  by
     statute) and there are no agreements in connection with such
     subject  matter except as specifically set forth or referred
     to   herein.   No  reliance  is  placed  on  any   warranty,
     representation, opinion, advice or assertion of fact made by
     any  party or its directors, officers, employees or  agents,
     except  to  the  extent that the same has  been  reduced  to
     writing and included as a term of this Agreement.



13.4 Independent Contractor

     ISNI   acknowledges  that,  in  performing  the  terms   and
     conditions  set forth in this Agreement, ISNI is working  as
     an independent contractor.  Nothing in this Agreement should
     be  construed as or shall constitute a partnership or  joint
     venture between ISNI and PlayandWin.

13.5 Notices

     Any  notice  to be given hereunder shall be deemed  to  have
     been  duly  given  if reduced to writing, signed  by  or  on
     behalf  of  the  party giving such notice and  delivered  by
     hand,  mailed  by prepaid registered mail or transmitted  by
     telecopier and addressed as follows:

     to PlayandWin :     PlayandWin, Inc.
                    Suite 501
                    155 University Avenue,
                    Toronto, Ontario
                    M5H 3B7

                    Attention:     Stewart Garner, President
                    Telecopier:    (416) 368-3870


     to ISNI:            Internet Sports Network Inc.
                    225 Richmond Street West, Suite 403,
                    Toronto, Ontario
                    M5V 1W2
                    Attention:     Leo Nat
                    Telecopier:    416-599-8228

     Copy to:            Donahue & Partners
                              Barristers and Solicitors
                              Suite 1800
                    222 Bay Street
                    Toronto, Ontario
                    M5K 1H6
                    Attention:     Anthony Kramreither
                    Telecopier:    416-943-2735

     Or  at  such other address or telecopier number as any party
     hereto may have specified in writing and given to the  other
     party.

     Any  notice given by registered mail shall be deemed to have
     been  received by the parties to whom the same is  addressed
     on the fifth (5th) business day following the day upon which
     such notice has been deposited in a post office with postage
     and  cost of registration prepaid.  Any notice given by hand
     or  by  telecopier shall be deemed to have been received  by
     the  parties  to  whom such notice is so  delivered  on  the
     following business day.

13.6 Time

     Time shall be of the essence in this Agreement.

13.7 Currency in United States Funds

     All  references to currency in this Agreement are references
     to lawful currency of the United States.

13.8 Assignment

     This  Agreement  may  not be assigned by  ISNI  without  the
     written  consent  of  PlayandWin.   This  Agreement  may  be
     assigned  by  PlayandWin to a non-arm's  length  corporation
     without  the  consent  of  ISNI,  provided  that  PlayandWin
     remains  jointly and severally responsible with its assignee
     for all obligations under this Agreement.

13.9 Acknowledgement

     ISNI may include a discreet one-line statement to the effect
     that  it  is  the  developer  of PlayandWin's  Web  Site  on
     PlayandWin's Web Site, in a location format to be  specified
     by  PlayandWin, but may include no other mention of its name
     or  services  anywhere else on PlayandWin's  Web  Site.   If
     desired  by  ISNI,  the mention of its name  may  include  a
     hypertext link to its home page.


                                1
                          SCHEDULE "A"

              Description Of Racingo Game and Rules


HOW TO PLAY RACINGO

1.) TO PLAY
Select 3 (three) horses in each of the three designated races to
finish first, second or third or ask for a "quick pick". Then
match the numbers picked on your RACINGO card with the official
numbers of the horses finishing 1st, 2nd, or 3rd, in each of the
designated races. The picks do not have to be in the exact order
of finish for you to mark your card. Multiple cards may be played
simultaneously.
2.) TO WIN

POOL A: Match the numbers of either shaded diagonal line;

POOL B: Match the numbers of the four unshaded squares;

POOL C: Match the numbers to complete the shaded "X";

POOL D: Match all nine numbers on your RACINGO card in any order
in the designated

                 races;

POOL E: Match all nine numbers in the exact order of finish.

3.) LATE SCRATCHES

When a late scratch occurs and it effects your RACINGO card, the
next highest appropriate number will be substituted.

A copy of the rules may be obtained by any patron upon request.
The five game pools will be funded equally from the amounts
wagered.



RULES



1.)  RACINGO is a proposition wager, which is based upon the
  outcome of three designated pari-mutual races. It is played by
  matching the numbers on a RACINGO ticket (see figure 1) with the
  numbers of the betting interests finishing first, second or third
  in the designated races, not necessarily in exact order. RACINGO
  has no connection with any other pool.

2.)  This wager may be places at all ticket-issuing machines and
  may require the use of printed bet slips. The minimum
  denomination of RACINGO tickets will be $2.00. A copy of these
  rules may be obtained by any OTB patron upon request. Notice of
  the availability of these rules will be prominently displayed.

3.)  The takeout for this wager will be twenty-five (25) percent.

4.)  The races, which are part of this wager, will be
  predetermined and will be indicated in the racing information
  provided to OTB patrons. The official results of each leg will be
  based on the official order of finish as posted by the host track
  stewards.

5.)  In the event of a scratch of a betting intest after wagering
  has begun on RACINGO, substitution will be to the next highest
  unused runner available. In the event that the highest runner is
  used or scratched, substitution will proceed via a wrap-around
  method to the lowest numbered runner and come forward until an
  available runner has been reached. Substitution for scratched
  entries will always begin with the lowest numbered scratched
  entry in that leg of the wager. Substitutions will take place
  only after all official scratches have been  posted by the host
  track stewards in the official results of each leg.

Example:

Selection                                     Available Runners

1-9-11    1 2 3 4 5 6 7 8 9 10 11 12

            Scratch 11
xx

            Scratch 12
xx

            Scratch 1                         xx

            1 is substituted with 2

            9

            11 is substituted with 3. The new wager is 2-9-3.

            11-1-9 is replaced with 3-2-9



6.)  If less than three (3) betting interests finish a given leg,
  that leg will be scratched. If a leg is scratched for any reason,
  no additions to the jackpot prizes will be made and that entire
  current RACINGO pool will be refunded. If there are more than 12
  betting interests in a race, 13, 14 etc. will be part of the
  field and will be considered as one betting interest.

7.)  In the event of a dead heat(s) in any of the three legs,
  squares on RACINGO tickets containing any of the dead heated
  entries in that leg shall be considered matching squares. Squares
  containing dead heated entries in the correct order of finish in
  that leg shall be considered exact matching squares pursuant to
  qualification for prize E as detailed below.

8.)  Program numbers are synonymous with saddlecloth numbers.

9.)  Wagering on RACINGO will cease prior to running of the first
  RACINGO leg which is run, regardless of its order on the RACINGO
  ticket.

10.) RACINGO will consist of the following prizes categories (see
  figure 2):

A)   The DIAGINAL

B)    The DIAMOND

C)   The X

D)   The FULL CARD IN ANY ORDER (JACKPOT) (Excluding the FULL
  CARD IN ANY EXACT ORDER)

11.) Determination of Winners- Winners for each prize will be
  determined by matching squares on the RACINGO ticket in the
  patterns as described below (see figure 2):

A)   Matching Squares

  1.)  For Prizes, A, B, C and D a matching square is defined as a
     square which contains the program number of a betting interest
     finishing either first or second or third in that RACINGO leg.
     The order of the betting interest on the RACINGO ticket for that
     race does not need to be exact in order for a given square to be
     a match.

  2.)  For Prize E a matching square is defined as a square which
     contains the program number of a betting interest finishing first
     or second or third in that RACINGO leg in the exact position it
     finished in the race.

B)   Winning Tickets- Winning RACINGO tickets are determined as
  follows:

  1.)  For Prize A- The DIAGONAL- Matching three (3) squares on the
     ticket in one of the following patterns:

     a)   upper left with middle center and lower right, or

     b)   lower left with middle center and upper right

  2.)  For Prize B- The DIAMOND- Matching four (4) squares on the
     ticket in the

     following pattern:

     middle left with upper and lower center and middle right.

       3) For Prize C- The X- Matching five (5) squares on the
ticket in the following

           pattern:

           upper and lower left with middle center and upper and
lower right.

       4) For Prize D- The FULL CARD IN ANY ORDER (Excluding the
FULL CARD IN

           EXACT ORDER) - Matching all squares on the ticket
disregarding the exact order

           of finish for first, second and third in each race.

      5) For Prize E- The FULL CARD IN EXACT ORDER- Matching all
squares on the

          ticket. All selections must appear on the ticket in
exact order of finish for first,

          second and third. In the event of a dead heat(s) for
any position a square will be

          considered an exact match if it contains any of the
betting interests dead heated for

          that position.

Within each prize category all winning tickets will be calculated
as in a Win pool.

Additional matching squares on any winning ticket will be
disregarded.

12)  Each winning ticket will qualify for only one prize based on
  the following order of precedence:

  1)   Prize E

  2)   Prize D

  3)   Prize C

  4)   Prize B

  5)   Prize A

Prize amounts will be based on the pari-mutual distribution of
each prize category. The order of precedence will determine the
prize category in which a particular winning ticket is
calculated.

13)  The net amount if the RACINGO pool will allocated to the
  various prize categories as follows:

  1.   Prize A - 20 percent

  2.   Prize B - 20 percent

  3.   Prize C - 20 percent

  4.   Prize D - 20 percent

  5.   Prize E - 20 percent

The payoff for each prize will be separately calculated on a pari-
mutual basis considering both the number of winning dollars
qualifying for that particular prize and the total amount
allocated to that prize category plus any applicable carryover as
in the case of Prized D and E.

Prizes D and E are separate Jackpot prizes. The pool for each
jackpot prize will consist of the current allocation of the net
RACINGO pool plus applicable carryover, if any. If no winning
tickets are sold for a particular Jackpot pool, 100 percent of
that total pool will then be carried over to the next RACINGO
wager. In the event that there is no pari-mutual ticket properly
issued which correctly designates a winner for a specific lower
prize (A, B or C) the portion of the net pool allocated for that
prize will be divided equally and added to the carryover or
distribution of the Jackpot prizes (D and E).

14)  In the event that the Association decides to discontinue
  this wager, the current pool allocation to the Jackpot prizes
  plus any applicable carryovers will be distributed on a specific
  date chosen by the Association, pending at leas two weeks notice
  to the public, and in the following manner:

  Prize E: If no winning tickets are sold matching all squares
  on the ticket in the exact of finishing for first, second and
  third, the winning payoff for Prize D will be the sum of the
  net pool for Prize E and the net pool from Prize D;

  Prize D: If no winning tickets are sold matching all squares
  on the ticket in the exact order of finish for first, second
  and third for Prize E AND if no winning tickets are sold
  matching all squares on the ticket in any order of finish for
  first, second and third for Prize D, then the net pool from
  Prize E plus the net pool from Prize D will be added to the
  pool for Prize C; should no winning tickets be sold for Prize
  D yet winning tickets should be sold for Prize E, then the net
  pool from Prize D will be added to the net pool for the next
  prize category down the list (C, B or A), based on the order
  of precedence, containing at least one winning ticket, but if
  no winning ticket is sold for prizes C, B or A then the net
  pool for Prize D will be added to Prize E;

  Prize C:  If a winning ticket is sold matching five squares in
  the pattern of upper and lower left with middle center and
  upper and lower right, the winning payoff for Prize C will be
  the sum of the net pool from Prize E, the net pool from Prize
  D and net pool from Prize C; (assumes no winning tickets from
  Prizes E and D).

  If no winning tickets are sold matching five squares in the
  pattern of upper and lower left with middle center and upper
  and lower right for Prize C AND if no winning tickets are sold
  for Prizes E and D then the net pool from Prize E and the net
  pool from Prize D and the net pool from Prize C will be added
  to the net pool for Prize B;

  Prize B:  If no winning ticket is sold matching four squares
  in the pattern of middle left with upper and lower center and
  middle right, for Prize B AND if no winning tickets are sold
  for Prizes E, D and C then the net pool from Prizes E, D, C
  and B will be added to the net pool for Prize A.

  Prize A:  If no winning ticket(s) is sold matching three
  squares on a ticket in either of the following patterns: a)
  upper left with middle center and lower right, or b) lower
  left with middle center and upper right for Prize A, then the
  net pool from Prizes E, D, C, B and A will be paid to all
  ticket holders of the current RACINGO wager.

15)  Quick Pick will be available. Anything NOT marked on a bet
slip will be a Quick Pick number.
                          SCHEDULE "B"

                            Payments

For the purposes of this Agreement, the following shall apply:

Payment for Statement of Work
In consideration of the services performed by ISNI as described
in the Statement of Work, PlayandWin shall pay ISNI as per the
conditions below:


Amount Due                    Date Due

$25,000                  Due upon signing of this Agreement.

$106,650                 Due30 days upon completion of the
                         creative and project specifications by
                         ISNI and their approval by Playand Win.
                         This approval will not be unreasonably
                         withheld or delayed.


$195,525                 Due upon the successful launch of the
                         Fantasy Racingo game software as
                         developed by ISNI.

$53,325                  Due 60 days following the successful
                         launch of the Racingo  game software as
                         developed by ISNI and written approval
                         from Play and Win of successful launch
                         of  the FantasyRacingo game. This
                         approval will not be unreasonably
                         withheld or delayed.

________
$380,000  Total Amount Payable


All amounts in US currency