RACINGO TOTE SERVICES AND SOFTWARE LICENSE AGREEMENT

This Agreement is made as of the 24 day of May,  2000,

BETWEEN:

          AUTOTOTE SYSTEMS, INC., a Delaware corporation,

          ("Autotote")

          and

          PLAYANDWIN, INC., a Nevada corporation,

          ("PWIN")

WHEREAS  PWIN  helped to create and develop  a  pari-mutuel  game
known as "Racingo", which is a combination of horse racing, bingo
and   lottery  game  and  is  described  on  Schedule  B   hereto
("Racingo");

AND WHEREAS PWIN holds licenses from Racingo Investments Ltd.  to
operate  and  deliver  Racingo both  through  on-  and  off-track
betting  facilities ("On-and Off-Track Racingo") and through  the
Internet ("On-Line Racingo");

AND  WHEREAS  Autotote  is  a  leading  technology  supplier  and
operator of wagering systems, related equipment and gaming venues
in  North  America  and  around the world, providing  technology,
services  and  operations  management  primarily  to  two   major
segments  of  the industry, namely (i) pari-mutuel  wagering  and
(ii) government-sponsored or licensed lotteries;

AND WHEREAS the software for Racingo (the "Racingo Software"), as
described in Schedule C hereto, has been developed by Autotote;

AND  WHEREAS  Autotote wishes to enter into a  cross-license  and
joint  marketing  agreement with PWIN in support  of  the  market
launch of Racingo in North America initially, and to expand  into
international markets (the "Racingo Rollout"), and PWIN wishes to
enter into such an  agreement with Autotote for the same purpose.

NOW  THEREFORE THIS AGREEMENT WITNESSES that in consideration  of
the  mutual covenants and promises contained herein, and of other
good  and valuable consideration, the receipt and sufficiency  of
which  is  hereby acknowledged, the Parties hereto  covenant  and
agree each with the other as follows:
                            ARTICLE 1

                         INTERPRETATION

1.1  Definitions. In this Agreement, unless the context otherwise
requires,  the  terms set forth in Schedule "A"  shall  have  the
meanings set forth therein.

1.2    Entire  Agreement.  This  Agreement  together   with   the
agreements and other documents to be delivered pursuant  to  this
Agreement,  constitute the entire agreement between  the  Parties
pertaining to the provision of services by Autotote to PWIN,  the
corresponding  covenants provided by PWIN to  Autotote,  and  the
licensing  of  the  Racingo Software by  Autotote  to  PWIN,  and
supersedes all prior agreements, understandings, negotiations and
discussions,   whether  oral  or  written,  and  there   are   no
warranties,  representations  and other  agreements  between  the
Parties  in connection with the subject matter hereof  except  as
specifically  set forth in this Agreement or any other  agreement
or document to be delivered pursuant to this Agreement.

1.3   Extended  Meanings. In this Agreement, words importing  the
singular  number  include  the  plural  and  vice  versa;   words
importing  the masculine gender include the feminine  and  neuter
genders.

1.4   Headings.  The  division of this Agreement  into  articles,
sections,  subsections  and  paragraphs  and  the  insertion   of
headings  are  for convenience of reference only  and  shall  not
affect the construction or interpretation of this Agreement.

1.5   References. References to an article, section,  subsection,
paragraph,  schedule or exhibit shall be construed as  references
to  an  article,  section,  subsection,  paragraph,  schedule  or
exhibit to this Agreement, unless the context otherwise requires.

1.6  Currency. Unless otherwise specified, the word "dollar",  or
the symbol "$" refers to United States dollars.

1.7   Governing  Law.  This agreement shall be  governed  by  and
construed  in accordance with the internal laws of the  State  of
New York.

1.8  Schedules. The following is a list of schedules attached  to
and  incorporated into this Agreement by reference and deemed  as
part of this Agreement.

          SCHEDULE       DESCRIPTION

          "A"            Definitions

          "B"            Racingo

          "C"            Racingo Software

          "D"            Timetable
                            ARTICLE 2

                         CROSS-LICENSING

2.1  Racingo Software License.  Autotote hereby grants to PWIN an
exclusive five (5) year license (the "Racingo Software License"),
renewable for an additional five (5) years upon mutual agreement,
to  use  the  Racingo Software with respect to the use,  conduct,
delivery, sale, distribution or exploitation of Racingo under the
On-  and  Off-Track  Racingo  License  and  the  On-Line  Racingo
License.   For  greater  clarity, the  Racingo  Software  License
includes the use of the Racingo Software for or with respect to:

(a)  Fantasy Racingo; and

(b)  the   use,   conduct,   delivery,  sale,   distribution   or
     exploitation of On- and Off-Track Racingo or On-Line Racingo
     at  any  racing  track for which Autotote is  not  the  Tote
     Supplier.

2.2   Racingo  License.   PWIN  hereby  grants  to  Autotote   an
exclusive license (the "Racingo License"),  for the term of  this
Agreement,  to use the intellectual property rights and  know-how
identified  under  the  terms  "Racingo",  "Racingo  Copyrights",
"Racingo  Patent" and "Racingo Trademarks" solely  in  connection
with  and to the extent required by the provision of the services
identified in section 3.1 below.

2.3   Domain Name Transfer.  Autotote hereby assigns to PWIN  all
of  its  right,  title and interest in and  to  the  domain  name
"racingo.com"  currently  registered in  the  name  of  Autotote.
Autotote hereby covenants to take all further actions that may be
necessary  to register the foregoing transfer and to give  effect
to it.

                            ARTICLE 3

                         RACINGO ROLLOUT

3.1   Autotote's Responsibilities.  Upon the commencement of  the
Racingo  Rollout, and during the term of this Agreement, Autotote
shall provide the following services to PWIN.

   3.1.1      Technology.  Autotote shall ensure that the Racingo
   Software   enables  Racingo  common  pool  wagering   in   the
   following areas:

  (a)  for On-Line Racingo, worldwide; and

  (b)  for  On-  and Off-Track Racingo, in North America  and  in
       such  other territory for which PWIN may obtain a  license
       to conduct and market On- and Off-Track Racingo.

  3.1.2       Hosting.   Autotote  shall  provide   hosting   and
  interface services, through one or more Autotote Hubs:

  (a)  for  On-  and  Off-Track Racingo in the United  States  of
       America,  and in such other territory for which  PWIN  may
       obtain  a  license to conduct and market On- and Off-Track
       Racingo; and

  (b)  for On-Line Racingo worldwide.

  3.1.3      Integration.  Autotote shall from time to time  make
  such modifications or upgrades to the Racingo Software  as  may
  be  required to ensure the seamless integration of the  Racingo
  Software  into the Autotote Hubs and its seamless operation  on
  the Autotote Hubs.

  3.1.4      Quality  Control.    During  the  installation   and
  testing  of  the  Racingo Software on the  Autotote  Hubs,  and
  during  the  construction  and testing  of  the  Autotote  Hubs
  containing  the  Racingo Software (collectively  known  as  the
  "Racingo  System"), Autotote shall implement  adequate  quality
  control  procedures  to ensure that the  Racingo  System  shall
  operate   in  accordance  with  normal  totalisator  standards,
  including but not limited to:

  (a)  unit  testing:  as  individual component  of  the  Racingo
       System  (whether  software or hardware) is  developed,  it
       will undergo testing routines as a unique entity; and

  (b)  system  testing: as soon as the Racingo System is complete
       and  each  component  has  been integrated  into  and  has
       become  a  fully  functional part of the  Racingo  System,
       each component will tested as part of the Racingo System.

  3.1.5      Redundancy.  Autotote shall at  all  times  maintain
  sufficient redundant systems to ensure that the Racingo  System
  remains  operational  at  all times  in  accordance  with  this
  agreement, including section 7.2(b)..

  3.1.6      Wager Scheduling and Co-Ordination.   Autotote shall
  be  responsible  for  scheduling and coordinating  the  Racingo
  Wager.   Autotote shall use reasonable efforts to  ensure  that
  each Racingo Wager has a large and competitive Field Size.   In
  providing  this  service,  Autotote  shall  use  its   existing
  personnel   and  not  hire  additional  personnel,  and   shall
  dedicate  such personnel to perform this service on a full-time
  basis.

  3.1.7      Racingo System Operation. In providing  the  Racingo
  System to racing tracks, Autotote shall act in accordance  with
  the   standard  totalisator  /  pari-mutuel  service  practices
  governing  its  other  relationships with  the  various  racing
  tracks  for  which it is the Tote Supplier, including  but  not
  limited  to liquidated damages provisions (applicable  to  both
  parties),  daily  and  yearly  caps  on  liability,   and   the
  exclusion of incidental and consequential damages.

  3.1.8     Accounting.  Autotote shall be responsible for
  providing accounting services to handle payments to tracks,
  money room transfers, royalties, commissions to partners, and
  the payment of direct and indirect expenses.  Each month,
  Autotote will prepare accurate reports in accordance with
  generally-accepted accounting principles, compiling and
  analyzing the monthly expenses of providing the services set
  out in this section 3.2.   Autotote will provide such reports
  to PWIN each month in both hard copy and electronic formats.

  3.1.9      Hyperlinks.   Autotote shall  provide  and  maintain
  hyperlinks  to  the  main  Autotote Hub  carrying  the  Racingo
  Software  from  the  Autotote Web Site and all  associated  web
  sites.

  3.1.10     Telephone  Wagering.   Autotote  shall  provide  and
  maintain  a telephone betting service in the United States  for
  On- and Off-Track Racingo.

  3.1.11    Web Site Posting.  Autotote shall use reasonable
  efforts to post on the Autotote Web Site official Racingo
  results, past performance lines, information on upcoming
  Racingo events, and such other information about Racingo as
  PWIN and Autotote may agree on.

  3.1.12    State Approval.  Autotote shall make such filings  as
  may  from  time  to  time be required to  approve  Racingo  for
  gaming license purposes on a State by State basis.



  3.1.13      Representation.   Autotote  will   use   reasonable
  efforts  to  represent Racingo to the pari-mutuel  industry  in
  the most favorable manner possible.

  3.1.14    Work Reports.  Each month, Autotote shall provide  to
  PWIN  an accurate report outlining any additional modifications
  or  enhancements that may be required for the Racingo  Software
  and  the  estimated cost of such modifications or enhancements.
  Autotote  shall not commence any work on any such modifications
  or  enhancements without PWIN's prior approval of such work and
  costs.

  3.1.15     Access  and  Reports.  Autotote shall  provide  PWIN
  with  restricted  computer access to and monthly  reports  from
  the  Racingo System to permit analysis of wagering  trends  and
  racing products. Autotote shall assist PWIN in reviewing  these
  reports  with  a  view to determining the most popular  signals
  and  the  largest possible fields for Racingo,  and  developing
  new ways to increase the Racingo Wager.

  3.1.16    Financial Statements.  Autotote will provide to  PWIN
  audited  financial  results for the  sale  of  Racingo  through
  Autotote Hubs on an annual basis.

  3.1.17     Examination of Records.  PWIN shall have  the  right
  to  examine the records of Autotote with respect to Racingo  at
  any time on ten (10) days' notice. The examination shall be  at
  PWIN's  costs  unless  the examination  shall  discover  errors
  exceeding  a  5%  margin,  in which case  Autotote  shall  bear
  PWIN's examination costs.

3.2   PWIN's Covenants.  During the term of this Agreement,  PWIN
shall be responsible for the following:

  3.2.1     Offices.  PWIN shall from time to time establish  and
  staff  such PWIN corporate offices in the United States, Europe
  and  Asia  as may from time to time be required to support  the
  Racingo Rollout.

  3.2.2      Strategy.   PWIN shall from time to  time  determine
  sales and marketing strategies for Racingo.

  3.2.3      Marketing  Funding.  PWIN shall be  responsible  for
  securing  funding  for  all sales and  marketing  programs  for
  Racingo as and when required by PWIN.

  3.2.4      Racingo  Rollout Financing.  PWIN shall  provide  at
  least $3,000,000 to finance the Racingo Rollout.

  3.2.5       Promotion.   PWIN  shall  provide   personnel   and
  materials  for  Racingo racetrack promotional programs  as  and
  when required.

  3.2.6.     Development.   PWIN shall continue  the  development
  and  enhancement  of Racingo in conjunction with  the  Autotote
  development team.

  3.2.7      Jackpot Pool.  PWIN shall establish and at all times
  maintain a Jackpot Pool of at least $1,000,000 starting on  the
  date  on  which Racingo becomes available to players, and  this
  Jackpot  Pool  shall be used for all games of Racingo,  whether
  offered through Autotote or otherwise.

  3.2.8      Compliance. PWIN hereby acknowledges  that  Autotote
  is  subject to the gaming and licensing requirements of various
  jurisdictions  and  is  obliged to take reasonable  efforts  to
  determine  the  suitability of its business  associates.   PWIN
  agrees  to cooperate fully with Autotote in providing  it  with
  any  information,  of  whatever  nature,  that  Autotote  deems
  necessary or appropriate in assuring itself that PWIN  and  its
  directors,  officers and Major Shareholders  possess  the  good
  character,  honesty,  integrity, and reputation  applicable  to
  those engaged in the gaming industry.
3.3  Mutual Obligations.  During the term of this Agreement, both
parties shall observe the following terms:

   3.3.1      Prohibited  Jurisdictions.  Subject  to  subsection
   3.3.2  below,  neither party shall market,  sell,  operate  or
   make  available  On-Line Racingo or On- and Off-Track  Racingo
   in  or  to  any jurisdiction in which Racingo is not permitted
   or  licensed.  Each party shall use its best efforts to ensure
   that  On-Line  Racingo is not offered to persons  situated  in
   jurisdictions  in  which On-Line Racingo is not  permitted  by
   law  or  licensed.   For greater certainty, when  required  by
   the  law  of  any jurisdiction, the parties shall  obtain  the
   appropriate  licenses authorizing them to  engage  in  On-Line
   Racingo in that jurisdiction.

  3.3.2      On-Line Wagering Restrictions.  No wagers  shall  be
  taken   for   On-Line   Racingo  from   persons   situated   in
  jurisdictions  in  which  wagering over  the  Internet  is  not
  permitted  by law.  All On-Line Racingo provided to the  public
  will  be  Fantasy  Racingo until and unless wagering  over  the
  Internet   is  permitted  by  law,  and  then  only  in   those
  jurisdictions in which it is so permitted.

  3.3.3      Due  Diligence.   Each  party  shall  undertake  all
  appropriate   investigations  prior  to   marketing,   selling,
  operating   or   making   available  Racingo   in   any   given
  jurisdiction,  to  ensure compliance  with  the  laws  of  that
  jurisdiction.

  3.3.4       Procedural  Review.   Each  party  (the  "Reviewing
  Party") shall have the right to review from time to time  those
  operating  or  regulatory compliance procedures  of  the  other
  party (the "Reviewed Party") which have or would reasonably  be
  expected  to have a material effect on that party's ability  to
  perform  its  obligations  under this  Agreement.   Each  party
  hereby agrees to:

  (a)  as  the Reviewed Party, give the Reviewing Party access to
       its  premises, personnel and records for the  purposes  of
       said review;

  (b)  as  the  Reviewing Party, to conduct its  review  in  good
       faith  and  in accordance with the terms of this Agreement
       including   but   not   limited  to  the   confidentiality
       provisions of Article 8 below; and

  (c)  as  the  Reviewed Party, to implement such recommendations
       of  the Reviewing Party as may be necessary to ensure  the
       Reviewed  Party's  compliance  with  the  terms  of   this
       Agreement.

  3.3.5      Timetable.  The parties shall agree upon a timetable
  for  the performance of their respective obligations under this
  Agreement, which timetable shall be attached to this  Agreement
  as  Schedule  "D"  and shall be part of this  Agreement.   Both
  parties  agree  to  use  reasonable efforts  to  perform  their
  respective obligations by the times specified therefor in  said
  timetable.  Without limiting the foregoing, both parties  agree
  to  use  reasonable efforts to commence the Racingo Rollout  in
  time  for the Fall racing season.  Both parties agree to notify
  each  other of any event or circumstance that could  delay  the
  timely  performance of their obligations.  Both  parties  agree
  to  review  the timetable from time to time and to revise it as
  necessary.

                            ARTICLE 4

                         SOFTWARE RIGHTS

4.1   Ownership. Subject to the provisions of section 4.2  below,
Autotote  shall remain at all times the owner of all intellectual
property  rights  in and to the Racingo Software,  including  any
modifications or upgrades thereto.

4.2  Source Code Escrow.  Autotote agrees to place the source
code for the most recent version of the Racingo Software in
escrow ( the "Escrow Copy") with a mutually agreed upon escrow
agent,  such copy to be updated for all new developments,
enhancements, bug fixes or other necessary changes on a quarterly
basis.

       4.2.1     Release on Expiry.  Upon the expiry of the term
       of the Racingo Software License the Escrow Copy shall be
       released to Autotote.

       4.2.2     Release on Insolvency.  Upon the insolvency or
       bankruptcy of Autotote or the making of an assignment to
       its creditors:

          (a)  ownership of the Racingo Software and of all intellectual
               property rights therein shall automatically vest in PWIN without
               any further action on the part of Autotote or PWIN;

          (b)  the Escrow Copy shall be released to PWIN; and

          (c)  PWIN shall grant to Autotote an exclusive license to use the
               Racingo Software.



                            ARTICLE 5

                          COMPENSATION

5.1   Where  Autotote is the Tote Supplier.  PWIN  shall  pay  to
Autotote a fee equal to the greater of:

(a)  23%  of  PWIN's  Take-Out from all racing tracks  for  which
     Autotote is the Tote Supplier; or

(b)  1.25%  of the Racingo Wager from all racing tracks for which
     Autotote is the Tote Supplier.
5.2   Where Autotote is not the Tote Supplier. PWIN shall pay  to
Autotote  a  fee equal to 5% of PWIN's Take-Out from  all  racing
tracks for which Autotote is not the Tote Supplier.

5.3    Transaction  /  Interface  Fees.  PWIN  acknowledges  that
Autotote  shall  be  entitled to charge  each  racing  track  its
standard  transaction or interface fee of 0.125% of  the  Racingo
Wager  for  that  track,  whether or not  Autotote  is  the  Tote
Supplier for that track.

                            ARTICLE 6

                      TERM AND TERMINATION

6.1   Term  of  Agreement.   This Agreement  (not  including  the
Racingo  Software License) shall commence on the date hereof  and
shall  continue for a term of five (5) years, which term  may  be
renewed for an additional five (5) years upon mutual agreement.

6.2   Term  of  Racingo Software License.  The  Racingo  Software
License shall commence on the date hereof and shall continue  for
a  term  of  five  (5) years, which term may be  renewed  for  an
additional five (5) years upon mutual agreement.



6.3  Termination Upon Breach.

(a)  If  PWIN  breaches any material term of this Agreement,  and
     such breach continues uncured for a period of sixty (60) days,
     this Agreement (including the Racingo Software License) shall be
     terminated forthwith upon written notice by Autotote.

(b)  If, during the term of the contract, Autotote is notified by
     any regulatory agency that the conduct of business with PWIN will
     jeopardize Autotote's license or ability to be licensed to carry
     on its business, or if Autotote concludes that PWIN or any of the
     directors, officers or Major Shareholders of PWIN no  longer
     possesses the good character, honesty, integrity, and reputation
     applicable to those engaged in the legitimate gaming industry
     that PWIN's background, history, or reputation would be deemed
     unsuitable under the legislation and standards applicable to the
     gaming industry, and the foregoing state of affairs is not cured
     within thirty (30) days of receipt by PWIN of notice to that
     effect, this Agreement shall be terminated forthwith upon written
     notice by Autotote.

(c)  If  Autotote  breaches any material term of this  Agreement,
     and such breach continues uncured for a period of sixty (60)
     days, this Agreement shall be terminated forthwith upon written
     notice by PWIN.

6.4   Survival of Racingo Software License.  Notwithstanding  the
provisions of section 6.2(c) above, the Racingo Software  License
shall survive any termination of this Agreement resulting from  a
breach  by  Autotote of its obligations under section 3.1  above,
unless expressly terminated by PWIN.

                            ARTICLE 7

                 REPRESENTATIONS AND WARRANTIES
7.1    Mutual   Representations  and  Warranties.    Each   party
represents   and  warrants  the  following  to  the  other,   and
acknowledges   that   the  other  party  is   relying   on   said
representations and warranties in entering into this Agreement:
(a)  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;
(b)  the  execution of this Agreement has been authorized by  all
     requisite corporate action on its part;
(c)  this  Agreement when executed will become the  legal,  valid
     and binding obligation of the party and 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;
(d)  to  the  best of its 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;
(e)  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
(f)  it is not insolvent or bankrupt.
7.2    Representations  and  Warranties  of  Autotote.   Autotote
represents and warrants to PWIN as follows, and acknowledges that
PWIN  is  relying  on  said  representations  and  warranties  in
entering into this Agreement:
(a)  Autotote is and shall at all times be the sole and exclusive
     owner of all rights and title in and to the Racingo Software and
     the Racingo System, including but not limited to intellectual
     property rights, and if the Racingo Software incorporates any pre-
     existing works not owned by Autotote, Autotote has  a  valid
     license to incorporate said pre-existing works in the Racingo
     Software;
(b)  The  Racingo  Software and the Racingo System shall  at  all
     times  operate efficiently and without interruption  on  all
     wagering days for the term of this agreement; provided, however,
     that  there  shall not be deemed a breach of  the  foregoing
     guarantee and warranty if pari-mutuel wagering is interrupted for
     less  than thirty (30) minutes on any racing day, or if  the
     failure of the Racingo System to operate efficiently or without
     interruption shall be due to or result from one of more of the
     causes enumerated in section 11.4 below, or acts or neglect of
     PWIN, its agents or employees, or of any third party, or for any
     cause not within the control of Autotote and/or its employees.
(c)  to the best of Autotote's knowledge, information and belief,
     the  Racingo Software and the Racingo System, and  any  part
     thereof,  does  not now and shall not infringe  any  patent,
     copyright, mask work, trade mark or service mark, trade secret,
     or other intellectual property right of a third party, and does
     not now and shall not misappropriate or violate any third party's
     proprietary rights, and no claim or threat thereof has been made
     in respect of any of the foregoing matters, and the use of the
     Racingo Software and the Racingo System by PWIN will not infringe
     upon or violate any rights of any third party; and
(d)  to the best of Autotote's knowledge, information and belief,
     no person or company is infringing on Autotote's right and title
     in and to the Racingo Software or the Racingo System.
7.3   Representations and Warranties of PWIN. PWIN represents and
warrants  to Autotote as follows, and acknowledges that  Autotote
is  relying  on said representations and warranties  in  entering
into this Agreement:
(a)  PWIN   is   the  exclusive  licensee  of  the   entire   and
     unencumbered  exclusive license in and to  the  intellectual
     property  rights  and know-how identified  under  the  terms
     "Racingo", "Racingo Copyrights", "Racingo Patent" and "Racingo
     Trademarks" as they apply to On-Line Racingo and On- and Off-
     Track Racingo,  and has the full right to use, license,  and
     protect its rights therein for the term of this Agreement;
(b)  PWIN  has full right and authority under the On-Line Racingo
     License  and the On- and Off-Track Racingo License to  grant
     Autotote the license to use the Racingo Trademarks,  Racingo
     Copyrights and Racingo Patents for the purpose of providing the
     services set out in section 3.2 above, free of any liens, claims
     or encumbrances for the term of this Agreement, and there is no
     litigation pending against PWIN which would limit, restrict or
     prevent Autotote's use of the same;
(c)  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  Racingo
     Investments Ltd. has agreed to register said trademarks  and
     maintain them in good standing under all applicable laws;
(d)  the  Racingo  Patent (being U.S. Patent No. 5,518,239  dated
     May  21,  1996 for a racing lottery sweepstakes game  called
     "Racingo") was duly issued by the relevant authorities to William
     H. Johnston, who in turn duly assigned said patent to Winning
     Games Inc., an Illinois company controlled by him, which in turn
     duly granted an exclusive twenty (20) year license to Racingo
     Investments Ltd. to use the Racingo Patent and by the terms of
     said  license precluded itself from carrying on any business
     involving Racingo or any game similar to Racingo, and Racingo
     Investments Ltd. in turn duly granted an exclusive ten (10) year
     license (renewable for another ten (10) years) to PWIN to use the
     Racingo Patent with respect to On-Line Racingo worldwide and with
     respect to On- and Off-Track Racingo in Canada, the United States
     and Mexico;
(e)  the Racingo Copyrights have been duly registered and are  in
     good standing under the laws of their respective jurisdictions;
(f)  to  the  best  of PWIN's knowledge, information and  belief,
     aside  from the possible infringement with regard to a bingo
     betting game called Bingo Bet being conducted in Arkansas, no
     person or company is infringing on PWIN's license to the Racingo
     Trademarks, Racingo Copyrights, Racingo Patent;
(g)  to the best of PWIN's knowledge, information and belief, the
     Racingo Trademarks, Racingo Patent and Racingo Copyrights do not
     infringe on any patent, copyright, mask work, trade mark  or
     service mark, trade secret, or other intellectual property right
     of a third party, and do not misappropriate or violate any third
     party's proprietary rights, and no claim or threat thereof has
     been made in respect of any of the foregoing matters, and the use
     of the foregoing by Autotote pursuant to this Agreement will not
     infringe upon or violate any rights of any third party; and
(h)  PWIN and the directors, officers and Major Shareholders of
PWIN possess the good character, honesty, integrity, and
reputation applicable to those engaged in the legitimate gaming
industry and there is nothing in their respective backgrounds,
histories, or reputations that would be deemed unsuitable under
the legislation and standards applicable to the gaming industry.
7.4    Survival   of   Representations   and   Warranties.    The
representations  and warranties of the parties made  in  sections
this Article 7 will survive the termination of this Agreement for
a period of one (1) year.

                            ARTICLE 8

                         CONFIDENTIALITY

8.1  Confidential Information. Each party hereby acknowledges and
agrees that the information (the "Confidential Information")which
the  other  parties  have  provided or  will  provide  to  it  in
connection with this Agreement, including but not limited to  any
information  of  any  kind  whatsoever  regarding  the  business,
assets,  customers, financial state, or business  plans  of  such
other  parties,  is and shall be confidential and proprietary  to
the providing party (the "Proprietor").

8.2  Non-Disclosure. Each party agrees not to use or disclose any
Confidential  Information  except  for  the  purposes   of   this
Agreement.   Each  party  agrees  not  to  use  or  disclose  the
Confidential  Information without the Proprietor's prior  written
consent.    Each  party  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 said party to perform its  obligations
under  this  Agreement.  Each party shall cause every  person  or
company   (including  its  employees)  to   whom   it   discloses
Confidential  Information  in order to  perform  its  obligations
hereunder  to abide by the foregoing confidentiality  provisions.
Upon the termination of this Agreement, each party shall promptly
return  such  Confidential Information (and any copies,  extracts
and summaries thereof) to its Proprietor.
8.3   Exclusions.   The provisions of this Article  8  shall  not
apply to Confidential Information:
(a)  whose  disclosure  has been authorized  in  writing  by  its
     Proprietor prior to such disclosure;
(b)  which  is  or becomes available in the public domain,  other
     than by an act or omission of a party or any employee, agent or
     other person acting for or on behalf of that party;
(c)  which is lawfully acquired by a party to this Agreement or a
     third party from a- source other than its Proprietor without
     breach of this Agreement;
(d)  which  is internally developed by a party without breach  of
     this Agreement; or
(e)  which  is ordered to be disclosed by a court, administrative
     agency or other governmental body with jurisdiction over the
     parties, provided that the disclosing party will first  have
     provided the Proprietor with prompt written notice  of  such
     required disclosure and will take reasonable steps to allow the
     Proprietor  to seek a protective order with respect  to  the
     confidentiality of the information required to be disclosed.  The
     disclosing party will promptly co-operate with and assist the
     Proprietor in connection with obtaining such protective order, at
     the Proprietor's expense.

8.4   Remedy.   Each party further acknowledges that  irreparable
harm   and   damage  will  result  if  any  of  the  Confidential
Information is improperly used or disclosed.  In the event  of  a
breach  or threatened breach of this provision, each party shall,
in  addition  to  any other remedies which may be  available,  be
entitled to injunctive and other equitable relief in any court of
competent jurisdiction.

8.5   Public  Announcements. PWIN and  Autotote  shall  make  all
public  announcements relating to Racingo jointly, and  all  such
public  announcements shall be approved by both PWIN and Autotote
prior to publication.
8.6  Survival.  Each party's obligations under this Article 9
shall come into effect on the date hereof and shall continue
indefinitely.
                            ARTICLE 9
                         NON-COMPETITION

9.1   Autotote's  Covenant.  During the term of  this  Agreement,
Autotote  shall not, either alone or in partnership or  with  any
other   person,   firm  or  corporation,  as  principal,   agent,
shareholder or in any other manner, carry on or be engaged in  or
concerned  with  or  interested in, directly  or  indirectly,  or
advise, lend money to, guarantee the debts or obligations of,  or
permit its name or any part thereof to be used or employed by any
person,  firm  or  corporation engaged in or  interested  in  any
business which sells, licenses, distributes or otherwise  markets
Racingo or products similar to  Racingo  anywhere in the world.

9.2     PWIN's Covenant.  During the term of this Agreement, PWIN
will  not,  without Autotote's consent, enter into any agreements
bearing terms identical or substantially similar to the terms  of
this  Agreement  with  any other person  or  entity,  unless  the
agreement  relates  to an area for which Autotote  is  unable  or
unwilling to provide tote services.

                           ARTICLE 10
                         INDEMNIFICATION

10.1 Indemnity for Racingo Infringement.  Without derogation from
the indemnity provided in section 10.2 below, PWIN will indemnify
and  hold  Autotote harmless from any claim, suit  or  proceeding
brought against it based on a claim that PWIN has infringed or is
infringing  any  third  party's trademark, copyright,  patent  or
other  intellectual property right in or with respect to Racingo,
or  misappropriated  a  third  party's  trade  secrets  ("Claim")
concerning Racingo, including but not limited to U.S. Patent  No.
5,518,239 owned by William H. Johnston and/or Winning Games Inc.,
and U.S. Trademark application No. 75/331,278.

10.2  Mutual Indemnifications for Breaches of Warranty, etc. Each
party  hereby covenants and agrees with the other parties  hereto
(the  parties covenanting and agreeing to indemnify another party
under this Article 10 are hereinafter individually referred to as
"Indemnifying  Party" and the parties that are being  indemnified
by   another   Party  under  this  Article  10  are   hereinafter
individually referred to as the "Indemnified Party") to indemnify
and  save  harmless the Indemnified Party, effective as and  from
the  Closing Time, from and against any Claims which may be  made
or  brought  against the Indemnified Party and/or  which  it  may
suffer or incur as a result of, or arising out of:

(a)  any  non-fulfilment of any covenant or   obligation  of  the
     Indemnifying Party under this Agreement;

(b)  any  incorrectness  in  or breach of any  representation  or
     warranty of the Indemnifying Party contained in this Agreement;

(c)  any  alleged  or  actual infringement of any  third  party's
     trademark, copyright, patent, or other intellectual property
     rights, or any alleged or actual misappropriation of any third
     party's trade secrets by the Indemnifying Party;

(d)  the  violation by the Indemnifying Party of the gaming  laws
     and regulations of any jurisdiction; or

(e)  any  liability  of  the Indemnifying Party  or  any  act  or
     omission of the Indemnifying Party giving rise to such liability
     prior to the date hereof which has not been disclosed to the
     Indemnified Party.

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

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

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

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

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

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

10.4  Survival.  The provisions of this Article 10 shall  survive
the termination of this Agreement for a period of one (1) year.

                           ARTICLE 11

                     LIMITATION OF LIABILITY
11.1  Limitation  of Liability. In no event shall  any  party  be
liable to the other party for:
(a)  any  indirect,  special or consequential damages  including,
     without   limitation,  those  based  on  loss  of   business
     opportunities, whether or not the party had or  should  have
     had any knowledge, actual or constructive, that such damages
     might be incurred; or
(b)  damages of any kind whatsoever in excess of $250,000.
11.2    Exception   for   Intellectual   Property   Infringement.
Notwithstanding the foregoing, the limitations of  liability  set
forth  in section 11.1 above, will not apply to a breach  of  the
representation  and  warranty set out  in  sections  7.2(c)   and
7.3(g) above.
11.3 Exception for Tote Services.  Notwithstanding the foregoing,
Autotote's  liability  in  respect  of  the  representation   and
warranty  set  out in section 7.2(b) above shall  be  limited  to
liquidated damages equal to 5% of the difference between the Take-
Out  on  the day on which the Racingo System does not operate  in
accordance with said representation and warranty and the  average
Take-Out  on  the  days on which the Racingo System  operates  in
accordance  with said representation and warranty; provided  that
Autotote  shall not be liable for more than the lesser of  $5,000
per day or $25,000 per year, in liquidated damages.

11.4  Force Majeure.  Neither party shall be liable to the  other
for any failure to perform any provision of this Agreement caused
by   fire,   strike,  boycott,  picketing  or  other   industrial
disturbances,  riot,  civil commotion, theft,  vandalism,  flood,
lightening,  tempest, storm, acts of God, war, acts  of  war  and
defense,  power failure, failure of any cable or interference  by
any governmental or government agency.

                           ARTICLE 12

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

     For Autotote Systems, Inc.:

     100 Bellevue Road

     P.O. Box 6009

     Newark, Delaware, 19714

     Fax: (302) 453-8128,  Attention: Brooks Pierce

     For Playandwin, Inc.:

     7050 Weston Road, Suite 500

     Vaughan, Ontario, L4L 8G7

     Fax: (905) 850-5012,  Attention: Stewart Garner

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

12.3  Assignment.  This Agreement shall not be  assigned  by  any
party without the written consent of the other.

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

12.5  Severability. Any term or provision of this agreement which
is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective and severable from the Agreement  to
the   extent  of  such  invalidity  or  unenforceability  without
rendering  invalid  or  unenforceable  the  remaining  terms  and
provisions  of  this  Agreement  or  affecting  the  validity  or
enforceability  of  any  of  the  terms  or  provisions  of  this
Agreement in any other jurisdiction.

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

IN WITNESS WHEREOF, each of the parties has caused this Agreement
to  be executed on its behalf by one or more of its officers duly
authorised to sign, as of the date first above written.

                         AUTOTOTE SYSTEMS, INC.
                         Per: _/s/ Brooks Pierce

                              Brooks Pierce, President

                         I    have   authority   to   bind    the
                         corporation.

                         PLAYANDWIN, INC.
                         Per: _/s/ Stewart Garner

                              Stewart Garner, President

                         I    have   authority   to   bind    the
                         corporation.

F:\Corp\P\PWIN\Autotote\autotote agt may 24-00b.doc

                          SCHEDULE "A"
                           DEFINITIONS
"Agreement"  means this Agreement and any instrument supplemental
or ancillary to it.
"Autotote" means Autotote Systems, Inc.
"Autotote  Hubs" means the computers used by Autotote as  servers
for its network.
"Autotote  Web Site" means Autotote's web site at www.racingo.com
or such other web site as the parties may agree on.

"Business  Day"  means any day other than a Saturday,  Sunday  or
statutory holiday in the Province of Ontario or the State of  New
York,  or  a  federal holiday in Canada or the United  States  of
America.

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

"Confidential Information" has the meaning set out in section 8.1
of this Agreement.

"Dollars"  or the symbol "$" shall mean United States dollars.

"Escrow Copy" means a copy of the Source Code placed into  escrow
in accordance with this Agreement.

"Fantasy  Racingo" means any game of On-Line Racingo or  On-  and
Off-Track Racingo not involving actual wagers.

"Field  Size"  means the number of horses involved in  any  given
race(s)  on which a Racingo Wager is based, and shall  mean  nine
(9) horses unless the parties agree otherwise.

"Indemnified  Party" has the meaning set out in section  10.1  of
this Agreement.

"Indemnifying Party" has the meaning set out in section  10.1  of
this Agreement.

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

"Licensed  Off-Track  Betting Establishment"  means  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.

"Major  Shareholder"  means  a registered  holder  or  beneficial
owner,  in  the  aggregate, of more than 5%  of  the  issued  and
outstanding securities of PWIN of any class.

"On-   and  Off-Track  Racingo"  means  the  Racingo  game  sold,
delivered or conducted by means of 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.
"On- and Off-Track Racingo License" means the license granted  by
Racingo Investments Ltd. to Playandwin, Inc. on October 7,  1999,
to  use,  conduct, market, and deliver On- and Off-Track  Racingo
in  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  :  (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; or (v) closed-loop  in-
home  TV-based RACINGO.

"On-Line  Racingo"  means  the Racingo game  sold,  delivered  or
conducted  by  means  of  the Internet, by  which  is  meant  the
worldwide  network  of computers utilizing the  TCP/IP  protocol,
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.

"On-Line  Racingo License" means the license granted  by  Racingo
Investments Ltd. to Playandwin, Inc. on October 7, 1999, to  use,
conduct, market, and deliver On-Line Racingo worldwide.

"Parties"  means the parties to the Agreement and  "Party"  means
any one of them.

"Person"   means  an  individual,  body  corporate,  partnership,
trustee,    trust,    unincorporated    association,    executor,
administrator or legal representative.

"PEST" means P.E.S.T. Creative Gaming Corporation.

"PWIN" means Playandwin, Inc.

"Racingo" means the pari-mutuel bingo-type wager game and lottery
known as "Racingo" and identified by the Racingo Trademarks,  and
all   associated  know-how,  intellectual  property   and   other
materials  utilized  in  the  execution  of  the  Racingo   game,
including the Racingo Patent, the Racingo Trademarks, the Racingo
Copyrights,  the  rules  and regulations of  which  are  appended
hereto as Schedule B.

"Racingo Copyrights" means the Canadian copyrights for the "Sulky
and  Rider"  design  and the "Racingo Game  Card"  registered  on
January 20, 1995, the Canadian copyright for the "Racingo  Rules"
registered on February 23, 1995, the Canadian copyrights for  the
"Racingo  Races Card", "Racingo Rules and Regulations",  "Racingo
In  the Money Card", "Super Racingo Race Card" and "Racingo  Play
for  the  Day  Card" registered on September 11, 1996,  the  U.S.
copyrights  for  the "Sulky and Rider" design  and  the  "Racingo
Rules" registered on January 24, 1995, and the U.S. copyright for
the  "Racingo Rules and Regulations" registered on September  24,
1996,  all of the foregoing being licensed to Racingo Investments
Ltd.  and sub-licensed (with respect to On-Line Racingo  and  On-
and Off-Track Racingo) to Playandwin, Inc.

"Racingo  Patent"  means the United States Patent  No.  5,518,239
dated  May 21, 1996, regarding a lottery racing sweepstake issued
to  William H. Johnston, owned by Winning Games Inc., licensed to
Racingo  Investments Ltd. and sub-licensed (with respect  to  On-
Line Racingo and On- and Off-Track Racingo) to Playandwin, Inc.

"Racingo  Rollout" means the market launch of On-  and  Off-Track
Racingo  and  On-Line Racingo in Canada, the  United  States  and
Mexico,  and the subsequent market launch of On-Line  Racingo  in
the rest of the world.

"Racingo  Software" means the software developed by or on  behalf
of  Autotote  for  playing Racingo on a  computer  or  electronic
terminal and for delivering Racingo by means of the Internet or a
local area network, described in Schedule C hereto.

"Racingo  System" means the network of operational Autotote  Hubs
containing Racingo Software, by means of which Racingo is  to  be
provided to players.

"Racingo  Trademarks"  means  the trademark  "Racingo"  owned  by
Winning  in  the United States and the subject of its application
to  register the trademark, Application No. 75/331,278;  and  the
Canadian  trademark "Racingo" (the subject of an  application  by
PEST to register the trademark, application number 767,826),  the
Canadian trademark "Super Racingo" (the subject of an application
by  PEST  to register the trademark, application number 767,827),
the  Canadian trademark "Racingo Horshoe Design" (the subject  of
an  application  by  PEST to register the trademark,  application
number 856,030), the Canadian trademark "Racingo Goin' Big  Time"
(the subject of an application by PEST to register the trademark,
application  number 856,029), 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, all of the foregoing being  licensed
to Racingo Investments Ltd. and sub-licensed (with respect to On-
Line Racingo and On- and Off-Track Racingo) to Playandwin, Inc.

"Racingo  Wager" means the total sum wagered on  Racingo  by  all
players  at  a  given  racing track or betting  establishment  or
through a given venue on a given day.

"Reviewed  Party"  has the meaning assigned to it  in  subsection
3.3.4 of this Agreement.

"Reviewing  Party" has the meaning assigned to it  in  subsection
3.3.4 of this Agreement.

"Source  Code"  means  any  human-readable,  high-level  language
version  of  the  Racingo Software  capable upon  compilation  of
being translated into machine-executable object code.

"Take  Out" means PWIN's gross revenues from Racingo from a given
racing  track,  being  a portion of the Racingo  Wager  for  that
track.

"Tote  Supplier" means a supplier of totalisator  or  pari-mutuel
services.

"Winning" means Winning Games Inc.

                          SCHEDULE "B"

                          RACINGO RULES

                          SCHEDULE "C"

                        RACINGO SOFTWARE

                          SCHEDULE "D"

                            TIMETABLE