MARKET DEVELOPMENT CONSULTING SERVICES AGREEMENT


          THIS  AGREEMENT  made as of the _____ day  of  _______,
2000 at Toronto, Ontario, Canada.


B E T W E E N:


               PLAYANDWIN,  Inc., a corporation incorporated
               under  the  laws  of  the  State  of  Nevada,
               U.S.A.;

               (hereinafter called "PWIN")
                                                OF THE FIRST PART

               - and -


               PacCanUs Inc., on behalf of a company  to  be
               incorporated under the laws of Ontario;

               (Hereinafter called "Newco")
                                               OF THE SECOND PART


          WHEREAS "RACINGO" (trademarked) is a pari-mutuel bingo-
type wager game and lottery subject to a Master License Agreement
dated October 7, 1999 between RACINGO Investments Ltd. and others
("RACINGO");

          WHEREAS  PWIN  is  a Licensee from RACINGO  Investments
Ltd.  of both the North American Off and On-Track RACINGO License
and  the  Worldwide Internet RACINGO License pursuant to  License
Agreements  made  as  of the 7th day of October,  1999,  and  may
become  a licensee of other land-based RACINGO applications  (the
"RACINGO Licenses");

          AND   WHEREAS   PWIN  and  the  Newco  have   been   in
negotiations with respect to services required by PWIN to exploit
its licenses and which can be supplied by Newco;


          AND WHEREAS Newco is familiar with the RACINGO concepts
as venues licensed to PWIN (the "RACINGO Concept").

          NOW  THEREFORE IN CONSIDERATION of the facts  expressed
in  the foregoing recitals and in consideration of the sum of One
Dollar  ($1.00)  now paid by each Party to the  other  and  other
valuable  consideration (the receipt and sufficiency of which  is
hereby  acknowledged  by  both Parties),  the  Parties  agree  as
follows:

1.   Scope of the Work

     Newco shall provide service, information and advice to  PWIN
in the following areas:

     (1)  to  help  PWIN secure a formal deal with Autotote  Inc.
          ("Autotote");

     (2)  to help PWIN prepare and follow through a critical path to
          ensure the above-noted arrangements with Autotote are acted on on
          a timely basis;

     (3)  to prepare presentations in multi-media format necessary to
          sell  the RACINGO Concept to potential buyers including
          racetracks;

     (4)  to help PWIN in choosing and recruiting the appropriate
          personnel necessary to successfully launch RACINGO; and

     (5)  to act as the strategic adviser to PWIN's Creative Review
          Board for any marketing, advertising concepts brought forward to
          promote the game in venues controlled by PWIN under the RACINGO
          Licenses.

2.   TVGN's Services and Track Acquisition Agreement
     Newco  will  enter  into a "Services and  Track  Acquisition
Agreement"  with  ODS  Technologies, L.P., a limited  partnership
incorporated under the laws of the state of Delaware, U.S.A., and
having  its principal place of business in Broomfield,  Colorado,
U.S.A.  ("TVGN")  and  the Agreement is  designed  to  yield  the
following direct benefits to PWIN:

     (1)  Deliver a critical mass of wagering and wagers necessary to
          launch RACINGO, identified as a betting handle of Five Billion
          ($5,000,000,000.00) Dollars U.S. demand from racetracks featuring
          TVGN coverage or form a combination of such tracks and other
          tracks not featuring TVGN covered, but adopting RACINGO in their
          wagering format.

     (2)  Upon launch add RACINGO to TVGN's current offering to its
          existing customers.

     (3)  Collaboration with Autotote to ensure a seamless launch of
          the game by Autotote.

     (4)  Ensure all TVGN software has been tested prior to launch.

     (5)  Cause a RACINGO dedicated show to be produced to the usual
          TVGN production standards as often as RACINGO is played.

     (6)  Extend  marketing monies through co-operative marketing
          programs including viewer research information gathering.

     (7)  Provide technology for error-free common pooling.

     (8)  Include RACINGO information on the TVGN website and link the
          PWIN RACINGO web site to the TVGN web site.

     (9)  Work together with Autotote to make filings as required on a
          state to state basis.

     (10) Cause a RACINGO fantasy game show to be produced  as  a
          promotional vehicle to raise the awareness of RACINGO in advance
          of the actual game launch.

     (11) Use best efforts to cause TVGN affiliated companies to take
          part in RACINGO promotional and game opportunities.

     (12) Where the RACINGO Concept is used in a major stakes race and
          that race is not currently covered by TVGN, TVGN will broadcast
          that race as part of its RACINGO television programming to a
          maximum of twice per month.

3.   Scopes of Services to be Covered
     The services to be provided by Newco under this Agreement as
described  in  Section  1 cover the RACINGO  Licenses  which  for
greater  certainty is confirmed to the North American land-based,
Worldwide Internet and any other land-based RACINGO License  PWIN
may operate in the future.

4.   PWIN's Obligations to Newco
     PWIN  acknowledges that in order for Newco to carry out  its
services hereunder, PWIN is obligated to do the following:

     (1)  PWIN  will  extend its minimum jackpot of  One  Million
          ($1,000,000.00) Dollars U.S. to cover "at home" RACINGO Licenses
          operations by TVGN.

     (2)  Establish PWIN corporate offices in the United  States,
          Europe and Asia as are required to support the rollout of
          RACINGO.

     (3)  Determinations of sales and marketing strategies of RACINGO.

     (4)  Funding of all sales and marketing programs for RACINGO
          where PWIN holds the license.

     (5)  Provide personnel and materials for racetrack and other
          promotional programs.

     (6)  Continual development and enhancements to RACINGO.

     (7)  Co-mingle the pools to include licensed RACINGO Product
          granted to TVGN.

5.   Compensation for Services

     (1)  PWIN shall pay Newco a fee each month for services rendered
          under Section 1 above regarding the scope of work based on:
          (1)  $350.00 per hour;
(2)  $2,400.00 per day;
(3)  $21,000.00 per month;

          and  with  respect  to  any  fees  payable  under  this
          subsection 5(a), payment will be made as to 60% in cash
          (Canadian  Dollars) and the balance  in  PWIN  publicly
          traded stock (currently common shares only) which  will
          be  transferred to Newco.  The price per share of stock
          given  to  Newco under this subsection 5(a),  shall  be
          based on the previous thirty (30) days weighted average
          trading  price  of such stock as quoted by  the  NASDAQ
          Stock Market for OTC trades in such stock and the stock
          paid  to  Newco shall be fully free trading and without
          escrow or holdback periods.  It is further agreed  that
          an  estimate  of the total stock component  of  payment
          will  be  made  and  paid in quarterly  instalments  in
          advance.  By way of illustration, if the Parties select
          a  monthly fee of $21,000.00 for each month and a  term
          of   one  year,  the  total  stock  payment  would   be
          calculated  as  follows:   $21,000.00  x  12  x  .4   =
          $100,800.00.  Where the weighted average trading  price
          during  the  previous thirty (30) days  was  $2.50  per
          share,  the  total  number of shares  would  be  40,320
          shares,  which shares would be issued in four  tranches
          of 10,080 shares in advance at the beginning of each of
          the  next four quarters immediately following the  date
          of  signing.  The Parties shall adjust such payments of
          shares at least once per year on a retro-active basis.

     (2)  PWIN shall in addition to the hourly, daily or monthly rates
          already  described, pay to Newco, if the direct benefit
          deliverables under Section 2 above are accomplished, a fee equal
          to one-half of one percent (0.5%) of PWIN's Gross Licensed
          Product Revenues as defined in Schedule A of the Internet License
          Agreement between RACINGO Investments Ltd. and Playandwin, Inc.
          dated the 7th day of October, 1999 and in Schedule A of the On-
          and Off-Track Betting License Agreement between the same parties
          of the same date, respectively, and any further similar revenues
          derived by PWIN under other RACINGO License Agreements that may
          be entered into by PWIN.

     (3)  With respect to arrangements for services and payments under
          subsection (a) of this Section 5, the Parties may select the
          hourly, daily or monthly fee upon signing and if no choice is
          made the monthly rate shall apply.  All hours spent to date prior
          to signing will be converted to the appropriate fee schedule and
          invoiced on signing.  Out-of-pocket costs will be reimbursed
          without mark-up.

     (4)  Personnel provided by Newco shall keep accurate time sheets
          with respect to services provided by them relating to this
          Agreement, and such time sheets shall be made available to PWIN
          for PWIN's review on a "when asked" basis.

     (5)  Newco  shall  be  reimbursed at cost  for  all  travel,
          accommodation, and third party expenses when agreed to by PWIN
          and the Newco.  Examples of such agreed third party expenses
          would include purchased market data, specified video or print
          production, or specialized legal or other professional advice
          pertaining to the specific issues referred to in Section 2
          hereof.

     (6)  All payments shall be made to Newco within thirty (30) days.
          Newco may audit PWIN's financial records to ensure full
          compliance of the payment of the track fees referred to in
          Section 5(b) above.

6.   Term and Cancellation

     (1)  Services to be provided by Newco under subsection (a) of
          Section 5 of this Agreement shall begin on December 1, 1999 and
          continue for one (1) year until November 30, 2000.  Such services
          shall be renewable if the Parties mutually agree.  All other
          parts of this Agreement shall continue and be enforceable by each
          Party against the other, so long as PWIN or any successor company
          owned or controlled by PWIN is a Licensee of any RACINGO concept
          or a Licensee under the RACINGO Licenses.

     (2)  Newco may without penalty on ninety (90) days' prior written
          notice given to PWIN, terminate the consulting services aspect of
          this Agreement (i.e., the services to be provided under Section
          1), save that services and fees for services, and reimbursement
          for expenses incurred shall continue during the said ninety (90)
          day period, and for greater certainty the one-half of one percent
          (0.5%) fee referred to it in Section 5(b) above and the balance
          of  this Agreement shall continue notwithstanding  such
          termination.

     (3)  PWIN may without penalty on ninety (90) days' prior written
          notice given to Newco, terminate the consulting services aspect
          of this Agreement (i.e., the services to be provided under
          Section 1), save that services and fees for services,  and
          reimbursement for expenses incurred shall continue during the
          said ninety (90) day period, and for greater certainty the one-
          half of one percent (0.5%) fee referred to it in Section 5(b)
          above  and the balance of this Agreement shall continue
          notwithstanding such termination.

7.   Notices
     Any  notice  or  other communication required  or  permitted
hereunder  will  be  in writing and will be  deemed  sufficiently
given  if  delivered by personal delivery or  sent  by  confirmed
telex, acknowledged facsimile transmission, or by registered mail
(return  receipt requested), postage pre-paid, addressed  to  the
party to which it is given:

     (1)  In the case of PWIN:

          c/o  Playandwin, Inc.
               7050 Weston Road, Suite 500
               Vaughan, Ontario
               L4L 8G7
               Attention:     Mr. Stewart Garner, President

               Telephone:     905-850-3940
               Facsimile:     905-850-5012

     (2)  In the case of the Newco:

          c/o  PacCanUs Inc.
               1920 Yonge Street
               Toronto, Ontario
               M4S 3E4
               Attention:     Mr. Richard Cousineau

               Telephone:     416-480-6691
               Facsimile:     416-487-4668

or  to  such other address as the party to be addressed may  have
specified in a notice duly given to the other parties as provided
herein.  Such notice or communication will be deemed to have been
given as of the date so delivered, facsimiled, telecopied, or, if
mailed, the earlier of the date received and ten (10) days  after
the date mailed.

8.   Public Announcements and General Provisions

     (1)  In the ordinary course of business PWIN may issue press
          releases that highlight the successes of the Newco/TVGN alliance.
          These shall be reviewed by Newco and TVGN prior to release and
          accent the promotional and business building aspects of RACINGO.
          PWIN has the right to publish a release as is, unless comments
          are received from the Newco/TVGN alliance within three (3)
          business days of the draft form of the release being formally
          presented in writing to Newco by PWIN.

     (2)  Terms of this Agreement may not be amended or varied in any
          respect except by an instrument in writing duly signed by all the
          Parties, hereto, prior to such amendment or variation taking
          effect.

     (3)  The  headings  in  this Agreement are  solely  for  the
          convenience of reference and shall be given no effect in its
          construction or interpretation.

     (4)  This Agreement shall enure to the benefit of and be binding
          upon  the Parties hereto and upon the heirs, executors,
          administrators and legal personal representatives of each of the
          Parties and their successors.  This Agreement shall not be
          assigned by either Party hereto without the consent of the other
          Party hereto.

     (5)  The Parties agree that this Agreement contains the whole
          understanding of the Parties and supersedes and replaces all oral
          or written representations and that this Agreement cannot be
          amended, modified or supplemented in any respect except by
          subsequent written agreement signed by both Parties hereto.

     (6)  This  Agreement shall be governed by and  construed  in
          accordance with the laws of Ontario, Canada, where it is made.

     (7)  The payments to be received under subsection (a) of Section
          5, shall be calculated and paid in Canadian Dollars.  The
          payments to be received under subsection (b) of Section 5, shall
          be calculated and paid in US funds and shall reflect directly
          one-half of one percent (0.5%) of the funds PWIN receives under
          its RACINGO licenses.  In all other cases, dollar amounts as
          referred to are dollars of the United States of America, unless
          the context otherwise requires.

     (8)  Time shall be of the essence of this Agreement.

     (9)  This Agreement shall take effect upon the signing of this
          Agreement by the appropriate Parties.


          IN  WITNESS  WHEREOF the Parties hereto  have  executed
this Agreement on the date first above written.


                              PLAYANDWIN, Inc.


                              Per: /s/ Stewart Garner
                                   Stewart Garner
                                   President



                              PacCanUs Inc. (for Newco, a company
                              to be incorporated)


                              Per: /s/ John S. Hayter
                                   John S. Hayter
                                   Chairman   &  Chief  Executive
                                   Officer

                           SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange
Act, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



                           Playandwin, Inc.



                           By: /s/ Stewart Garner
                              Stewart Garner, President