ON- AND OFF-TRACK BETTING LICENSE AGREEMENT


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

BETWEEN:

     RACINGO INVESTMENTS LTD.,
     a company incorporated under the laws of the State of
     Delaware
     (hereinafter called the "Licensor")
                                        OF THE FIRST PART

     -and-

     PLAYANDWIN, INC.,
     a corporation incorporated under the laws of the State of
     Nevada,
     (hereinafter called "PWIN")
                                        OF THE SECOND PART



                          WHEREAS  the Licensor is the  Exclusive
licensee of certain intellectual property rights and know-how  to
a   pari-mutuel  bingo-type  wager  game  known  as  RACINGO  and
variations  thereof, as more fully described in  this  Agreement,
pursuant  to a licence (the "Master License") granted by P.E.S.T.
Creative  Gaming  Corporation, PacCanus Inc., and  Winning  Games
Inc.  (collectively known as the "Master Licensors")  on  October
7th, 1999;



     AND  WHEREAS the Licensor desires to grant to PWIN a license
to  use  or  sub-license  the use of said  intellectual  property
rights and know-how, as more fully described in this Agreement;

     AND WHEREAS PWIN desires to receive a license to use or sub-
license  the use of such intellectual property rights and  agrees
to pay a fee for such rights pursuant to the terms and conditions
set forth in this Agreement;

      AND THEREFORE, in consideration of the foregoing, which are
a  part  hereof,  and  of  the mutual  covenants  and  agreements
hereinafter set forth, the parties agree as follows:

1.   1.   DEFINITIONS

(a)  "Dollars" or "$" shall mean United States dollars.

(b)  "Effective Date" shall mean the 7th day of October, 1999.

(c)   "Jackpot" shall mean the pool or pools of funds, funded  in
  accordance  with  this  Agreement and the  RACINGO  game  rules
  attached hereto as Schedule "B", from which prize moneys will be
  disbursed to winners in the RACINGO game in accordance with the
  RACINGO rules attached hereto as Schedule "B".

(d)   "Licensed Off-Track Betting Establishment" shall  mean  any
  betting establishment which provides facilities for betting  on
  horse  or  greyhound races and which is duly  licensed  by  the
  relevant governmental authority in the jurisdiction in which it
  is located.

(e)   "Licensed  Product"  shall mean the  intellectual  property
  rights and know-how of the Licensor identified under the  terms
  "RACINGO", "RACINGO Copyrights", "RACINGO Patent" and  "RACINGO
  Trademarks"  below as they apply to On- and Off-Track  wagering
  utilizing RACINGO, the RACINGO Patent, the RACINGO Copyrights and
  the  RACINGO Trademarks, and shall specifically not include the
  previously licensed products and venues identified in  Schedule
  "C" hereto.

(f)  "Licensor" shall mean Racingo Investments Ltd..

(g)    "Master   Licence"  shall  mean  the  licence   over   the
  intellectual  property  rights and  know-how  of  the  Licensor
  identified  under  the  terms "RACINGO", "RACINGO  Copyrights",
  "RACINGO Patent" and "RACINGO Trademarks" below granted by  the
  Master  Licensors to Racingo Investments Ltd. on  October  7th,
  1999.

(h)   "Master  Licensors"  shall mean  P.E.S.T.  Creative  Gaming
  Corporation, PacCanus Inc. and Winning Games Inc..

(i)   "Offer"  shall have the meaning set forth in  Section  8(b)
  below.

(j)   "On-  and  Off-Track" shall mean any  betting  or  wagering
  method  owned  or  operated by a horse racing track,  greyhound
  racing  track  or  Licensed  Off-Track  Betting  Establishment,
  including but not limited to on-track betting via mutuel tellers
  and  SAM  machines, track-owned OTB parlors, or track telephone
  account betting, which channels wagers into that tracks primary
  pari-mutuel pool.

(k)   "PWIN's Right of First Refusal" shall have the meaning  set
  forth in Section 8(b) below.

(l)   "RACINGO" means the pari-mutuel bingo-type wager  game  and
  lottery identified by the RACINGO Trademarks and all associated
  RACINGO  Copyrights, know-how, intellectual property and  other
  materials utilized in the execution of the RACINGO game as held
  by  the  Licensor, including United States Patent No. 5,518,239
  issued  to  William  H. Johnston on May 21, 1996,  regarding  a
  lottery racing sweepstakes game, which patent has been licensed
  to  Licensor, and also including the RACINGO game developed  by
  P.E.S.T.  Creative  Gaming  Corp. that  was  test  marketed  in
  Connecticut,  the rules and regulations of which  are  appended
  hereto as Schedule "B".

(m)   "RACINGO Copyrights" means the copyright assets more  fully
  identified   in  Schedule  "D"  hereto,  and  their  respective
  documentation.

(n)   "RACINGO Trademarks" means the trademark RACINGO  owned  by
  Winning in the United States and the subject of his 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,  which  trademarks   have   been
  exclusively licensed by William H. Johnston and P.E.S.T. Creative
  Gaming Corp. to Licensor.

(o)   "Territory" shall mean the territory of Canada, Mexico  and
  the  United States of America including the State of Hawaii but
  not   including  any  overseas  territories,  dependencies   or
  protectorates, nor any venue identified in Schedule "C" hereto.

2.   GRANT OF LICENSE

(a)  The Licensor hereby grants PWIN an exclusive right to use or
  sub-license the use of the Licensed Product in connection  with
  and  to  facilitate On- and Off-Track wagering,  including  the
  manufacture, marketing and sale of merchandise branded with the
  RACINGO Trademarks.

(b)   The Licensor hereby grants PWIN an exclusive licence to use
  or  sub-license the use of the RACINGO Trademarks in connection
  with the advertising, promotion, and sale of the Licensed Product
  in  the Territory throughout the term of this agreement, and to
  sell merchandise branded with the RACINGO Trademarks other than
  On-Line  (as  that  term  is defined in Schedule  "C"  hereto),
  provided that any use of the RACINGO Trademarks (including by a
  licensee  of  PWIN)  shall be subject to  the  quality  control
  provisions set out in subsection 4(c)(xi) of this Agreement.

(c)   The  Licensor  hereby grants PWIN the  exclusive  right  to
  display, reproduce, copy, transmit or license works covered  by
  the RACINGO Copyrights in connection with the Licensed Product,
  and  the  exclusive right to create derivative works  from  the
  RACINGO  Copyrights  for use in connection  with  the  Licensed
  Product, provided that such use (including use by a licensee of
  PWIN) shall be subject to the quality control provisions set out
  in subsection 4(c)(xi) of this Agreement.

(d)  The rights granted in subsections 2(a), 2(b), and 2(c) above
  include the right to manage, develop, market, promote and create
  derivative  works of the Licensed Product, provided  that  such
  rights are subject to the quality control provisions set out in
  subsections  4(c)(xi)  and 4(c)(xii)  of  this  Agreement.  Any
  derivative  works  so  created including  improvement  patents,
  software, copyrights, trademarks and all right, title  interest
  thereto  shall enure to and be assigned to the Licensor  or  as
  directed by the Licensor as required by the Master License.

(e)   The  Licensor  expressly acknowledges and agrees  that  the
  exclusive license granted above precludes the Licensor's use or
  licensing  of  the Licensed Product in connection  with  or  to
  facilitate On- and Off-Track wagering throughout the  Territory
  throughout the term of this Agreement. The Licensor retains the
  right  to use or to license the use of the Licensed Product  in
  connection with any goods, services and activities other than On-
  and Off-Track wagering in the Territory.

(f)  Notwithstanding subsections 2(a) to 2(d) above, the Licensor
  grants no license or right thereunder that it is not licensed to
  grant under the Master License.

(g)   PWIN  acknowledges that the Licensor retains all rights  to
  the  Licensed Product provided hereunder, subject to the Master
  License, and that the licence granted by the Licensor herein does
  not convey any proprietary interest in the Licensed Product  to
  PWIN other than the license as specified herein.

3.   PAYMENT

(a)   PWIN  shall pay the Licensor for the rights to the Licensed
  Product  granted hereunder in accordance with the  formula  and
  pursuant to the terms set forth in Schedule A below.

(b)  PWIN shall maintain complete, clear, accurate records of all
  payments  received by PWIN, its affiliates, or any other  party
  with  whom it has contracted in regard to the RACINGO  game  in
  connection with its use of the Licensed Product.  Such  records
  shall  be  maintained by PWIN relating to  PWIN's  use  of  the
  Licensed  Products.  The Licensor shall have the right  at  its
  expense  to  have an inspection and audit of all  the  relevant
  accounting and sales books and records of PWIN conducted by  an
  auditor reasonably acceptable to all parties. Such audit shall be
  performed  under strict confidentiality pursuant to  a  written
  agreement  consistent with the confidentiality obligations  set
  forth in Section 7 below.  Any such audit shall be conducted only
  upon reasonable written notice during normal business hours.

4.   REPRESENTATIONS, WARRANTIES AND CONVENANTS

(a)   Each party represents, warrants and covenants to the others
that:

       i.   It is a corporation duly organized, validly existing and in
        good standing under the laws of the state or province or country
        of its incorporation and has all requisite power and authority to
        enter into and perform its obligations under this Agreement;

       ii.  This Agreement when executed will become the legal, valid
        and binding obligation of the party which shall be enforceable
        against the party in accordance with its terms, except as
        enforceability may be limited by bankruptcy,  insolvency,
        reorganization and other similar laws relating to the rights of
        creditors generally;

       iii. To the best of each party's present knowledge, there is no
        material action, suit or proceeding pending against it nor, to
        the best of its knowledge; threatened against it which is likely
        to materially adversely affect its performance of its obligations
        hereunder, nor, to the best of its knowledge, are there any
        existing acts or conditions which are reasonably expected to be a
        proper basis for any such action, suit or proceeding;

       iv.  This Agreement creates no agency relationship between the
        parties hereto, and nothing herein contained shall be construed
        to place the parties in the relationship of partners or joint
        venturers, and neither party shall have the power to obligate or
        bind the other in any manner whatsoever; and

       v.   It is not insolvent or bankrupt.

(b)  The Licensor represents, warrants and covenants to PWIN that
to the best of the Licensor's present knowledge:

       i.   The Licensed Product shall perform in accordance with its
        written specifications, if any;

       ii.  The Licensor is the exclusive licensee of the entire and
        unencumbered exclusive license in and to the RACINGO Trademarks
        and has the full right to use, license, and protect its rights in
        the RACINGO Trademarks for the term of this Agreement;

       iii. The Licensor is the exclusive licensee of the entire and
        unencumbered exclusive license in and to the RACINGO Copyright
        and has the full right to use, license, and protect its rights in
        the RACINGO Copyrights for the term of this Agreement;

       iv.  The Licensor is the exclusive licensee of the entire and
        unencumbered exclusive license in and to the Licensed Product,
        including the RACINGO Patent, and has the right to grant PWIN the
        licence to use the Licensed Product free of any liens, claims or
        encumbrances for the term of this Agreement, and there is no
        litigation pending against the Licensor which would limit,
        restrict or prevent PWIN quiet use and enjoyment of the Licensed
        Product;

       v.   applications to register the RACINGO Trademarks have been
        duly made and are in good standing under the laws of  the
        jurisdictions where they have been applied for, and the Licensor
        hereby agrees to register said trademarks and maintain them in
        good standing under all applicable laws;

       vi.  The RACINGO Patent has been duly applied for by and issued
        to Winning Games Inc. by the relevant authorities, is owned by
        Winning Games Inc., and remains in good standing;

       vii. The RACINGO Copyrights have been duly registered and are in
        good standing under the laws of their respective jurisdictions as
        set out in Schedule "D" hereto;

       viii.     To the best of the Licensor's knowledge, aside from the
        possible infringement with regard to a bingo betting game called
        Bingo Bet being conducted in Arkansas, and the software developed
        by Autotote Systems Inc. for P.E.S.T. Creative Gaming Corporation
        for a computer application of RACINGO, no person or company is
        infringing on the Licensor's right, title and interest in and to
        the RACINGO Trademarks, RACINGO Copyrights, RACNGO Patent or the
        Licensed Product in the Territory, and the Licensor's use of the
        RACINGO Trademarks, RACINGO Copyright or the Licensed Product in
        the  United  States and Canada does not infringe  on  the
        intellectual property rights of any other person or company;

       ix.   The  Licensor shall indemnify and hold PWIN and  its
        directors, officers and employees harmless from and against any
        losses, damages and expenses with respect to any claim, action or
        proceeding taken or threatened by any person, firm, corporation
        or other entity relating to the business of the Licensor or
        relating to any breach by the Licensor of any provisions of the
        Agreement;

(c)  PWIN further represents, warrants and covenants that:

       i.    PWIN will not challenge the Licensor's or the Master
        Licensors' rights in and to the RACINGO Trademarks, RACINGO
        Copyrights, RACINGO Patent or Licensed Product during the term of
        this Agreement and for a period of two (2) years thereafter;

       ii.   PWIN agrees that it will not during the term of this
        Agreement, or for a period of two (2) years thereafter, challenge
        the license or any rights of the Licensor or the Master Licensors
        in and to the RACINGO Trademarks, RACINGO Copyrights, RACINGO
        Patent or Licensed Product, or attack the validity of this
        license;

       iii. PWIN further agrees that upon the expiry of the RACINGO
        Patent it will continue to use the Licensed Product and the
        patented matter contained therein only pursuant  to  this
        Agreement, or, in the event this Agreement is terminated,
        pursuant to a license from the Licensor or its Master Licensors;

       iv.  PWIN shall develop, as soon as is reasonable, practical
        business and marketing plans for On- and Off-Track RACINGO, and
        shall use commercially reasonable efforts to promote  and
        facilitate the commercial and financial viability of On- and Off-
        Track RACINGO;

       v.   PWIN shall, using commercially reasonable efforts, continue
        to develop the business and marketing plans for On- and Off-Track
        RACINGO to place itself in a situation to take advantage of
        opportunities in the On- and Off-Track gaming market.  PWIN shall
        report on its efforts to the Licensor on a quarterly basis, and
        annual consultation meetings shall be held between PWIN and the
        Licensor  for  the purpose of reviewing and planning  the
        development of On- and Off-Track RACINGO;

       vi.  PWIN assumes the risk as to the quality and performance of
        any software which has been or will be created by PWIN or on its
        behalf for the facilitation and operation of the Licensed
        Product;

       vii.  PWIN shall indemnify and hold the Licensor  and  its
        directors, officers and employees harmless from and against any
        losses, damages and expenses with respect to any claim, action or
        proceeding taken or threatened by any person, firm, corporation,
        governmental or regulatory body (of any level of government) or
        other entity relating to the business of PWIN or relating to any
        breach by PWIN of any provisions of the Agreement;

       viii.     PWIN will identify itself as an authorized licensee of
        the Licensed Product (including the patents contained therein)
        and of the RACINGO Trademarks, RACINGO Patent and RACINGO
        Copyrights, and not as the owner of the Licensed Product, RACINGO
        Copyrights or the RACINGO Trademarks;

       ix.  during the term of this Agreement, PWIN shall be considered
        a "related company" to the Licensor and the Master Licensors for
        the purpose of establishing and maintaining rights in the RACINGO
        Trademarks and any new marks developed by PWIN for use in
        connection with the Licensed Product, and all rights in these
        marks shall enure to the benefit of the Licensor and the Master
        Licensors;

       x.   PWIN will pay any and all sales and use taxes levied or
        based upon the price of the Licensed Product and the license fees
        payable related to the Licensed Product;

       xi.  PWIN shall use the RACINGO Trademarks only in connection
        with the Licensed Product and in a manner which complies with the
        standards of quality and service which are usual for and are
        followed by PWIN in offering and providing similar services,
        which standards of quality are hereby expressly acknowledged,
        affirmed and adopted by Licensor as being acceptable standards
        for the offering, sale, provision and use of the Licensed
        Product.  Licensor shall have the right to examine the nature and
        manner in which PWIN offers and provides the Licensed Product to
        ensure material conformity with these standards of quality.

       xii. PWIN agrees to maintain the quality of the advertising,
        promotion, and packaging of the Licensed Product at a level
        consistent with the quality of the Licensor's present use,
        advertising, promotion and packaging thereof, which quality
        standards have been mutually agreed upon by the Parties.  Said
        quality standards shall be reviewed and, if agreed by the
        Parties, amended once per year on each anniversary of the
        Effective Date. At each such review, PWIN shall provide to the
        Licensor samples of all advertising, promotion or packaging
        materials used in the preceding year or proposed to be used in
        the following year.  In the event said samples do not conform
        with the accepted standards of quality and use, Licensor shall
        advise PWIN, which will take reasonable steps to conform its use
        of the RACINGO Trademarks or the Licensed Product to these
        standards.  If Licensor does not advise PWIN of any  such
        nonconformity within forty-eight (48) hours of its receipt of
        said materials for inspection, this will constitute express
        acceptance of and acknowledgement that the materials conform to
        the aforesaid standards.  When using the RACINGO Trademarks or
        the Licensed Product under this Agreement, PWIN agrees to comply
        substantially with all laws pertaining to the use of trademarks
        in force in the Territory.

       xiii.     PWIN agrees to assist Licensor, at the Licensor's
        expense, to the extent necessary, in the procurement of any
        protection or registration for the RACINGO Trademarks or the
        Licensed Product, or to protect any of Licensor's rights to the
        RACINGO Trademarks or the Licensed Product. If PWIN so desires,
        Licensor shall commence or prosecute any claims or  suits
        necessary to protect the RACINGO Trademarks or the Licensed
        Product and the Parties' rights thereto, either in its own name
        or in the name of PWIN or with PWIN joined as a party thereto.
        The  Parties  shall notify each other in writing  of  any
        infringements or imitations by others in the RACINGO Trademarks
        or the Licensed Product 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.  PWIN shall not institute any suit
        or take any action on account of any such infringements or
        imitations without first obtaining the written consent of the
        Licensor so to do, which consent shall not be unreasonably
        withheld.

       xiv. PWIN shall provide a minimum of $3,000,000 for funding of
        the market launch of the Licensed Product once a sufficient
        number of horse-racing tracks, with an aggregate annual betting
        volume of $5,000,000,000, have agreed to participate in the
        launch or to host On- and Off-Track RACINGO. If PWIN determines
        that more capital is needed for bona fide business expansion,
        PWIN shall be solely responsible to make it available.

       xv.  PWIN shall:

        (1)   establish  a permanent office in the United  States
        of America;
        (2)   employ,  at its own expense, such personnel as  are
               necessary to carry out PWIN's duties hereunder;
        (3)   negotiate  and prepare contracts with horse  racing
               tracks, greyhound racing tracks, and Licensed Off-
               Track  Betting Establishments in the Territory  to
               allow  the  use  of the Licensed Product  at  said
               tracks and betting establishments; and
        (4)   pay  all  out-of-pocket  expenses  related  to  the
               market  launch of the Licensed Product,  including
               expenses  incurred by the Licensor and the  Master
               Licensors that have been pre-approved by PWIN.

       xvi.  PWIN  shall seed and maintain a minimum  Jackpot  of
        $1,000,000.  All Jackpots will be co-mingled where commercially
        feasible and permitted by law.

(d)  Except as expressly provided in this agreement, the Licensor
and  PWIN  make  no warranty, express or implied,  including  any
warranty  of merchantability or fitness for a particular purpose,
with respect to the rights to the Licensed Product or the RACINGO
Trademarks granted hereunder including any warranties  which  may
be  implied by the United Nations Convention on Contracts for the
International Sale Of Goods, which implied warranties are  hereby
specifically excluded.

5.   INTELLECTUAL PROPERTY INDEMNITY

(a)   During the term of this Agreement, the Licensor will defend
  and hold PWIN harmless from any claim, suit or proceeding brought
  against PWIN based on a claim that the Licensed Product, RACINGO
  Copyrights or RACINGO Trademarks or PWIN's use of the  Licensed
  Product, RACINGO Copyrights, or RACINGO Trademarks infringes any
  third party's trademark, copyright, patent or other intellectual
  property right, or misappropriates a third party's trade secrets
  ("Claim"), and PWIN shall provide all reasonable information and
  assistance requested by the Licensor (at the Licensor's expense)
  to handle the defence or settlement of any such Claim.

(b)    If   the   Licensed  Product  is  held  to   infringe   or
  misappropriate  the rights of any third party and  its  use  is
  enjoined, or the Licensor reasonably believes such use may become
  enjoined, the Licensor may, at its own expense and at its option,
  within a commercially reasonable time frame: (i) procure for PWIN
  the right to continue use of the Licensed Product, (ii) replace
  the   Licensed  Product  with  a  non-infringing   product   of
  substantially equivalent function or (iii) modify the  Licensed
  Product  so  it  becomes  non-infringing without  substantially
  detracting  from  its function.  If none of  the  foregoing  is
  reasonably acceptable to PWIN and the use of the Licensed Product
  enjoined, PWIN may terminate the Agreement, and PWIN shall cease
  use of the Licensed Product.

(c)   Licensor  shall  defend  and hereby  agrees  to  hold  PWIN
  harmless against any claims, suits or proceedings arising solely
  out  of  the  use  by  PWIN of the RACINGO Trademarks,  RACINGO
  Copyrights or the RACINGO Patent as authorized in this Agreement,
  and PWIN shall provide all reasonable information and assistance
  required by the Licensor (at the Licensor's expense) to  handle
  the defence or settlement of any such claim, suit or proceeding.

(d)   During  the  term of this Agreement PWIN shall  defend  and
  hereby  agrees  to hold Licensor harmless against  any  losses,
  including any damage awards, the cost of litigation and attorney
  fees, incurred by reason of any claims by third parties against
  Licensor  based  on or involving PWIN's advertising,  offering,
  sale,  performance, or use of the Licensed Product or any other
  goods or services under the RACINGO Trademarks.

(e)   The  foregoing states the Licensor's entire  liability  and
  PWIN's sole and exclusive remedy with respect to any infringement
  or misappropriation of any patent, trademarks, trade secrets or
  other intellectual property rights of any third party by PWIN.

6.   LIMITATION OF LIABILITY

In  no event shall any party be liable to the other party for any
indirect,  special  or consequential damages  including,  without
limitation,  those  based  on  loss  of  business  opportunities,
whether  or not the Licensor or PWIN had or should have  had  any
knowledge,  actual or constructive, that such  damages  might  be
incurred.    Notwithstanding  anything  to  the   contrary,   the
limitations of liability set forth in this section will not apply
to  (i)  a  breach by the Licensor or PWIN of the confidentiality
obligations set forth in section 7 below resulting in a  material
adverse effect on PWIN, (ii) fraud, acts of gross negligence,  or
wilful  misconduct, or (iii) the indemnification obligations  set
forth in section 5 above.

7.   CONFIDENTIALITY

(a)   The  Licensor acknowledges and agrees that the  information
  PWIN  has  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 PWIN.  Such confidential information includes, but
  is  not  limited  to,  any information of any  kind  whatsoever
  regarding PWIN's business.  The Licensor agrees not to  use  or
  disclose to any third party the confidential information of PWIN
  with the prior written consent of PWIN.  Moreover, the Licensor
  agrees  to  restrict  dissemination of particular  confidential
  information to only those persons in its organization who  must
  have  access to such confidential information in order for  the
  Licensor to perform its obligations under this Agreement.   The
  Licensor's   obligations  with  regard  to   any   confidential
  information shall not apply in respect of such information that
  (i) PWIN authorizes the Licensor to disclose to third parties by
  prior written authorization, (ii) is or becomes available in the
  public domain, other than by an act or omission of the Licensor
  or any employee, agent or other person acting for or on behalf of
  the  licensor, (iii) is lawfully acquired by the Licensor  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 licensor
  will first have provided PWIN with prompt written notice of such
  required disclosure and will take reasonable steps to allow PWIN
  to seek a protective order with respect to the confidentiality of
  the  information required to be disclosed.  The  Licensor  will
  promptly  cooperate  with and assist PWIN  in  connection  with
  obtaining such protective order, at PWIN's expense.

(b)   The  Licensor shall cause each employee or third  party  to
  whom the Licensor discloses confidential information in order to
  perform  its  obligations hereunder to abide by  the  foregoing
  confidentiality provisions.

(c)   Upon the termination of this Agreement, the Licensor  shall
  promptly return such confidential information (and any  copies,
  extracts and summaries thereof) to PWIN or, with PWIN's written
  consent,  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.

(d)   PWIN  acknowledges  and  agrees that  the  information  and
  Licensed  Product the Licensor has provided or will provide  in
  connection  with this Agreement, including, without limitation,
  the  terms  and conditions of this Agreement, contain  and  are
  confidential  and  proprietary  information  belonging  to  the
  Licensor.  Such confidential information includes, but  is  not
  limited to, any information of any kind whatsoever regarding the
  Licensor's business.  PWIN agrees not to use or disclose to any
  third party the confidential information of the Licensor without
  the prior written consent of the Licensor. Moreover, PWIN agrees
  to restrict dissemination of particular confidential information
  to only those persons in its organization who must have access to
  such confidential information in order for PWIN to perform their
  obligations under this Agreement.  PWIN's obligations with regard
  to  any confidential information shall not apply in respect  of
  such  information  that  (i) the Licensor  authorizes  PWIN  to
  disclose to third parties by prior written authorization, (ii) is
  or becomes available in the public domain, other than by an act
  or omission of PWIN or any employee, agent or other person acting
  for or on behalf of PWIN (iii) is lawfully acquired by PWIN 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 that PWIN will
  first have provided the Licensor with prompt written notice  of
  such required disclosure and will take reasonable steps to allow
  the  Licensor  to seek a protective order with respect  to  the
  confidentiality  of the information required to  be  disclosed.
  PWIN  will  promptly cooperate with and assist the Licensor  in
  connection  with  obtaining  such  protective  order,  at   the
  Licensor's expense.

(e)   PWIN  shall cause any employee or third party to whom  PWIN
  discloses  confidential information in  order  to  perform  its
  obligations hereunder to abide by the foregoing confidentiality
  provisions.

(f)   Upon the termination of this Agreement, PWIN shall promptly
  return  such confidential information (and any copies, extracts
  and  summaries thereof) to the Licensor or, with the Licensor's
  written  consent,  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.

(g)   The  restrictions in this section 7 shall  continue  for  a
  period of two (2) years after the termination of this Agreement.

8.   TERMINATION

(a)  The term of this Agreement shall begin on the Effective Date
  and  shall  continue  for a period of ten  (10)  years,  unless
  terminated earlier pursuant to this Section 8.  Such term shall
  automatically  renew, at PWIN's discretion, for  an  additional
  period  of ten (10) years on the same terms save this right  of
  renewal.

(b)   The Parties may by mutual agreement extend the term of this
  Agreement beyond the twenty years provided for in subsection 8(a)
  above.   If  the Parties are unable to agree on new  terms  and
  conditions for any further renewal term, the Licensor agrees to
  give PWIN written notice of any bona fide offer by a third party
  to  license the Licensed Product received by the Licensor, with
  such  notice to include the terms of such offer (the  "Offer").
  PWIN  shall then have thirty (30) days from its receipt of such
  notice  to  elect to match the Offer ("PWIN's  Right  of  First
  Refusal").  If PWIN elects not to match the Offer or  fails  to
  respond  to the Licensor within thirty (30) days, the  Licensor
  shall be free at that time to pursue a license arrangement with
  such third party.  If a license arrangement with such third party
  is  not entered into by the Licensor, any subsequent bona  fide
  offers by third parties to license the Licensed Product received
  by the Licensor shall be subject to PWIN's Right of First Refusal
  described above.  If PWIN elects to match an Offer, the parties
  shall  promptly negotiate in good faith a definitive  agreement
  which incorporates the terms of such offer.

(c)   If  one  or  more of the following events of default  shall
  occur, the non-defaulting party shall have the right to terminate
  this Agreement:

i.   A  party  breaches  any material term or condition  of  this
     Agreement  in any material respect, and such breach  remains
     uncured  or  no  steps have been taken to cure  such  breach
     within  ninety  (90)  days after the  defaulting  party  has
     written notice of such uncured breach; or


ii.  PWIN  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  ninety
     (90) days; or

iii. PWIN consents to the institution of a petition, application,
     answer,  consent,  default or otherwise of  any  bankruptcy,
     insolvency  or  reorganization and any  such  proceeding  as
     instituted  against  such party remains undischarged  for  a
     period of ninety (90) days; or

iv.  PWIN  fails  to  satisfy  its  payment  obligations  to  the
     Licensor,  as  more  specifically  detailed  in  Schedule  A
     hereto,  and  such  payment obligation  remains  outstanding
     sixty  (60)  days  after the defaulting  party  has  written
     notice of such outstanding debt;

  provided that if there is a dispute as to the applicability  or
  application  of  this  section, this  Agreement  shall  not  be
  terminated   until  the  final  decision  of  the   arbitrators
  provided  for  in subsection 9(m) hereof has been delivered  to
  the Parties.

(c)   In  the  event this Agreement is terminated for an  uncured
  material breach of its terms, including the events of default set
  out in subsection 8(d) above, the licenses granted in section 2
  hereof shall terminate forthwith, PWIN's Right of First Refusal
  shall be null and void, and  PWIN shall have no further right to
  continue to use the Licensed Product or the RACINGO Trademarks.

(d)   Upon the termination of this Agreement for any reason,  (i)
  the  terminating  party shall promptly return  or  destroy  all
  confidential information pursuant to Section 7 above  and  (ii)
  PWIN shall pay the Licensor all fees and expenses due and owing
  at the time of such termination.

(e)   Neither the Licensor or PWIN shall be considered in  breach
  of  this  Agreement or liable for any expense, loss  or  damage
  resulting from delay or prevention of performance caused by any
  act  beyond its reasonable control, including if such  lack  of
  control is related to acts of God, strikes, acts of terrorism, or
  any  other  cause whatsoever, whether similar or dissimilar  to
  those  enumerated above, beyond the reasonable control  of  the
  party.   In  the  event of any delay arising by reason  of  the
  foregoing, the time for performance shall be extended  for  the
  duration of the delay.

9.   MISCELLANEOUS

(m)   Notice.  All notices, demands, requests, reports, approvals
  and  other  communications which may be or are required  to  be
  given,  served or sent pursuant to this Agreement shall  be  in
  writing and shall be hand delivered, telefaxed/telecopied to the
  below listed numbers with the originals to follow thereafter or
  sent  by recognized overnight carrier or mailed by first class,
  registered or certified mail, return receipt requested, postage
  prepaid, addressed as follows:

     If to the Licensor:

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

     With an additional copy to:

          Anthony Nimmo
          Marshall, O'Toole, Gerstein
          6300 Sears Tower, 233 South Wacker Drive
          Chicago, Illinois  60606-6042
          Telephone: (312) 474-6300
          Facsimile: (312) 474-0448

     With an additional copy to:

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

          Telephone:  (416)777-4026
          Facsimile: (416) 865-1398

     If to PWIN:

          c/o Stewart Garner
          Playandwin, Inc.

          155 University Avenue, Suite 501

          Toronto, Ontario  M5N 3N5
          Telephone:  (416) 368-6665 ext. 14
          Facsimile:   (416) 368-3870

     With an additional copy to:

          Adam K. Szweras
          Stewart & Associates
          Suite 710, P.O. Box 160
          1 First Canadian Place, 100 King Street West
          Toronto, Ontario  M5H 7C3
          Telephone:      (416) 368-7881
          Facsimile:      (416) 368-7885

  Notices  shall  be effective when properly sent  and  received.
  Any  party can notify the others of an address change  pursuant
  to this notice provision.

(a)   Severability.   In  the  event  any  one  or  more  of  the
  provisions of  the Agreement shall for any reason be held to be
  invalid, illegal or unenforceable, the remaining provisions  of
  this  Agreement   shall  be unimpaired  and  the  parties  will
  negotiate  in  good  faith to substitute a  provision  of  like
  economic intent and effect.

(b)   Relationship of the Parties. The parties to this  agreement
  expressly state and understand that the obligations and  rights
  hereunder in no way constitute them as partners, joint ventures
  or otherwise related in any way and that no party has any power
  to bind or commit the other party in any way to a third party or
  parties under this Agreement. However, during the term of  this
  Agreement, PWIN will shall be considered a "related company" to
  the  Licensor  and  the Master Licensors  for  the  purpose  of
  establishing and maintaining rights in the RACINGO Trademarks and
  any  new marks developed by PWIN for use in connection with the
  Licensed Product.

(c)   Binding Agreement  This Agreement shall be binding upon and
  shall  inure  to the benefits of the parties hereto  and  their
  respective successors and permitted assigns.  It is the explicit
  intention of the parties hereto that no person or entity, other
  than  the parties hereto, is or shall be entitled to bring  any
  action or enforce any provision of this Agreement against either
  of the parties hereto, and that the covenants, undertakings and
  agreements se forth in this Agreement shall be solely  for  the
  benefit of and shall be enforceable only by the parties hereto or
  their respective successors or permitted assigns.

(d)   Assignment. PWIN may assign this Agreement to one of PWIN's
  affiliates or subsidiaries without the consent of the Licensor,
  so  long as PWIN continues to guarantee to the Licensor the due
  performance (including but not limited to the payment of money)
  of PWIN's obligation hereunder by the assignee.  In such a case,
  the  term  PWIN  used  herein shall  include  PWIN's  assignee.
  Otherwise,  neither  the  Licensor nor  PWIN  may  assign  this
  Agreement or any of its rights or obligations hereunder without
  the prior written consent of the other party and any attempted or
  purported assignment, delegation or other transfer in violation
  of this paragraph shall be void.

(e)   Sub-License.  PWIN may sub-license its rights hereunder  to
  the  Licensed  Product, RACINGO Trademarks, RACINGO  Patent  or
  RACINGO Copyrights to any third party without the consent of the
  Licensor, provided that such sub-license shall be on  the  same
  terms and conditions as the license granted herein and subject to
  the quality control provisions set out in subsection 4(c)(xi) of
  this Agreement.

(f)   Amendment; No Waiver.  This Agreement may not  be  amended,
  altered or modified except by an instrument in writing signed by
  both parties.  No failure or delay by any party in exercising any
  right hereunder shall operate as a waiver thereof and no single
  or  partial exercise of any right shall preclude any  other  or
  further  exercise thereof or the exercise of  any  other  right
  hereunder.




(g)   Restriction. This license is solely for the use of  RACINGO
  and the RACINGO Trademarks in On- and Off-Track wagering in the
  Territory.

(h)   Survival.   The  provisions  of  section  1  (Definitions),
  Section 3 (Payment), Section 4 (Representations, Warranties and
  Covenants), Section 5 (Intellectual Property Indemnity), Section
  6 (Limitation of Liability), Section 7 (Confidentiality), Section
  8 (Term/Termination), and Section 9 (Miscellaneous) will survive
  the  termination of this Agreement.  If no survival  period  is
  specified in said sections, the provisions thereof shall survive
  the termination of this Agreement for a period of four (4) years.

(i)   Entire  Agreement. This Agreement and all Exhibits attached
  hereto  set forth the entire understanding of the parties  with
  respect  to the subject matter hereof and supersede  any  prior
  agreements and understandings, both written and oral, which may
  have  existed between the parties with respect to  the  subject
  matter hereof.

(j)   Governing  Law.  The parties agree that this  Agreement  is
  made  in  and  under  the laws of the Licensor's  incorporating
  jurisdiction, but for convenience to both parties this Agreement
  shall  be  governed by the laws of the State of Delaware,  USA,
  which  will be the proper forum for any controversy arising  in
  connection with this Agreement and the courts of which will  be
  the exclusive forum for all such suits, actions or proceedings.

(k)  Counterparts. This Agreement may be executed in counterparts
  which,  taken together, shall constitute one Agreement and  any
  party may execute this Agreement by signing such counterpart.

(l)  Arbitration.   Any dispute, disagreements or conflicts which
  cannot be worked out to a mutually acceptable conclusion between
  the  parties  shall  be submitted to mandatory  binding,  final
  arbitration  under  the  provisions of the  Delaware  Voluntary
  Alternative Dispute Resolution Act.


(m)   Time of the Essence.  Time shall be of the essence of  this
  Agreement.


(n)   Effective on Signing. This Agreement shall take effect upon
  the signing of this Agreement by the appropriate Parties.


  IN  WITNESS  WHEREOF, authorized officers  of  the  undersigned
have  caused this Agreement to be duly executed on their  behalf,
as to the day and year first herein set forth.

                              PLAYANDWIN, INC.


                                                             Per:
                         _____________________________
                                   Stewart Garner


                              RACINGO INVESTMENTS LTD.


                                                             Per:
                    _____________________________
                                   John Hayter


                              RACINGO INVESTMENTS LTD.


                                                             Per:
                    _____________________________
                                   Stewart Garner


                              RACINGO INVESTMENTS LTD.


                                                             Per:
                    _____________________________
                                   William H. Johnston

G:\Corp\P\PWIN\Racingo\Licences to PWIN\License agr landbased
6oct99.doc


                           SCHEDULE A

                         Payment Formula


The  license fee to be paid by Playandwin, Inc. ("PWIN")  to  the
licensor  for  the use of the Licensed Product in  the  Territory
during  the  term  of this Agreement shall be  one  half  of  one
percent (0.5%) of gross revenues derived by PWIN that result from
or are attributable to use of the Licensed Product by PWIN for On-
and Off-Track wagering in the Territory, as further described  by
the following formula:


   License Fee = 0.005 x PWIN Gross Licensed Product Revenues

Licensed  Product Revenues include income derived by  PWIN  from:
(i)   the  sale  of  On-  and  Off-Track  RACINGO  tickets;  (ii)
television  or  promotion rights relating to  On-  and  Off-Track
RACINGO;  and  the sale of merchandise branded with  the  RACINGO
Trademarks and do not include On-Line (as that term is defined in
Schedule "C" hereto) sales of RACINGO or merchandise branded with
the RACINGO Trademarks.  Payment of the fees to the Licensor will
be calculated and paid quarterly by PWIN to the Licensor, with  a
year-end reconciliation.  All fees and accounts payable hereunder
shall  be  due  and  payable  by PWIN  within  thirty  (30)  days
following  the end of such quarter.  The parties acknowledge  and
agree  that PWIN shall pay the fees as directed by the  Licensor.
PWIN shall be notified of such bank account in writing signed  by
the  Licensor, prior to the date the first payment is  due.   Any
substitution of such bank account shall be upon written notice to
PWIN, signed by the Licensor.  Payment by PWIN in accordance with
such instructions shall satisfy the PWIN's obligation to pay  the
licensor  under Article 3 of this Agreement.  All  charges  under
this  Agreement  shall be paid in U.S. dollars  and  exclude  all
taxes  other  than  customs,  duties  or  charges  of  any   kind
(including, without limitation, withholding or value added taxes)
imposed  by  any federal, state or local governmental entity  for
products or services provided under this Agreement.

                          SCHEDULE "B"

                       RACINGO GAME RULES

                          SCHEDULE "C"

                        PRODUCTS EXCLUDED
    FROM THE DEFINITION OF "LICENSED PRODUCTS" IN THE LICENSE
                            AGREEMENT

     The  license  granted  over the Licensed  Products  in  this
     Agreement shall not include any intellectual property rights
     and  know-how  of  the Licensor identified under  the  terms
     "RACINGO",   "RACINGO  Patent",  "RACINGO  Copyrights"   and
     "RACINGO  Trademarks"  as they apply to  wagering  utilizing
     RACINGO,  the  RACINGO Copyrights, RACINGO  Patent  and  the
     RACINGO Trademarks in or delivered by the following venues:

     (i)   any  cruise  ship, other than one  travelling  on  the
     Mississippi river;
(ii) any     betting     establishment     located     on      an
     Indian/Native/Aboriginal/First Nations reserve;
     (iii)      any  in-flight betting establishment,  owned  and
     operated by an airline;
(iv) any  bingo  hall or group of bingo halls linked by  a  local
     area  network,  duly  licensed by the relevant  governmental
     authority of the jurisdiction in which it is located;
(v)  On-Line RACINGO (previously licensed product); or
(vi) In-Home RACINGO;

     all  of  which  are sometimes collectively  referred  to  as
     "Other Venues".

     "On-Line" shall mean via the Internet, by which is meant the
     worldwide  network  of  computers  commonly  understood   to
     provide some or all of the following features, among others:
     electronic  mail,  file  transfers  through  File   Transfer
     Protocol,  Telnet  access  to local  and  remote  computers,
     UseNet Newsgroups, Gopher access to information on local and
     remote  computers, Wide Area Information Servers, and  World
     Wide  Web  access.  "Internet"  shall  mean  the  world-wide
     network of computers commonly understood to provide some  or
     all  of  the  following features, among  others:  electronic
     mail,  file transfers through File Transfer Protocol, Telnet
     access  to  local  and remote computers, UseNet  Newsgroups,
     Gopher  access to information on local and remote computers,
     Wide  Area  Information Servers, and World Wide Web  access.
     "In-Home"  shall  mean  within  the  private  residence   of
     individuals residing in the territory delivered  by  The  TV
     Games  Network, through its existing wagering platforms  (as
     to be agreed upon between PWIN and the Licensor).


                          SCHEDULE "D"

                       RACINGO COPYRIGHTS


<TABLE>
<S>                     <C>                 <C>
TITLE                   COUNTRY             REGISTERED
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 Card Canada              Sept. 11, 1996
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>