EXHIBIT 10.17

               SUBSCRIPTION, DEBT SETTLEMENT AND RELEASE AGREEMENT

TO:      PACIFIC LOTTERY CORPORATION (THE "CORPORATION")

The undersigned (hereinafter referred to as the "Subscriber") hereby agrees to
subscribe for the number of common shares (the "Common Shares") of the
Corporation set forth below for the aggregate consideration set forth below,
representing a subscription price of $0.30 per Common Share, upon and subject to
the terms and conditions set forth in the attached "Terms and Conditions of
Subscription of Common Shares of Pacific Lottery Corporation and Debt
Settlement", of which this face page is attached hereto and forms part thereof.

<TABLE>


<S>                                                    <C>
Lottery & Wagering Solutions Inc.                       Number Number of Common Shares: 7,962,620
----------------------------------------------                                          ---------
(Name of Subscriber - please print)                     Aggregate Consideration:  US$  1,513,897
                                                                                  ---------------
By: /s/ Miles Greenberg                                 Number of Common Shares Currently Held:
----------------------------------------------                                                 -------------
                                                        for a principal and is not a trust company
 Chief Financial Officer & Secretary                    or an insurer or, a portfolio manager,
----------------------------------------------          in either case, purchasing as trustee or
(Official Capacity or Title if                          agent for accounts fully managed by
Subscriber is a Corporation - please print)             it, complete the following:


Miles Greenberg                                         Name of Principal ----------------------------------
----------------------------------------------
Please print name of individual whose                   Principal's address
signature appears above if different                                        --------------------------------
than the name of the Subscriber printed above
                                                        ----------------------------------------------------
8201 Peters Road , Suite 1000
-----------------------------------
(Subscriber's Address)

Fort Lauderdale, Florida, USA 33324
-----------------------------------

945-916-2610
-----------------------------------
(Telephone Number)

65-0675901
-----------------------------------
Social Security Number or
IRS Employer Identification



Register the Common Shares as set forth below:          Deliver the Common Shares as set forth below:

Lottery & Wagering Solutions Inc.                       Lottery & Wagering Solutions Inc.
-----------------------------------------------         -----------------------------------------------
Name                                                    Name

-----------------------------------------------         -----------------------------------------------
Account reference, if applicable                        Account reference, if applicable

8201 peters Road, Suite 1000                            8201 Peters Road, Suite 1000
-----------------------------------------------         -----------------------------------------------
Address                                                 Address

Ft. Lauderdale, FL 33324                                Ft. Lauderdale, FL 33324
-----------------------------------------------         -----------------------------------------------

                                                        945-916-2610
                                                        -----------------------------------------------
                                                        Telephone number
</TABLE>
         ACCEPTANCE: The Corporation hereby accepts the above subscription upon
and subject to the terms and conditions set forth in the "Terms and Conditions
of Subscription for Common Shares of Pacific Lottery Corporation and Debt
Settlement" attached hereto.

Pacific Lottery Corporation                                       April 7, 2003

Per: /s/ David Aftergood

         THIS IS THE FIRST PAGE OF A SUBSCRIPTION AGREEMENT COMPRISED OF 8 PAGES
(NOT INCLUSIVE OF SCHEDULES). THE SUBSCRIBER MUST PROVIDE THE INFORMATION
REQUESTED ON THIS FACE PAGE AND EXECUTE THIS AGREEMENT BY EXECUTING THIS FACE
PAGE. COMPLETE SCHEDULE "A" - PARTICULARS OF THE SUBSCRIBER, SCHEDULE "B" - FORM
4C, CORPORATE PLACEE REGISTRATION FORM, IF APPLICABLE, SCHEDULE "C" -
CERTIFICATE OF UNITED STATES ACCREDITED INVESTOR, AND RETURN ONE FULLY EXECUTED
COPY OF EACH OF THESE DOCUMENTS (WHERE APPLICABLE) TO THE CORPORATION.

<PAGE>


TERMS AND CONDITIONS OF SUBSCRIPTION OF COMMON SHARES
OF PACIFIC LOTTERY CORPORATION AND DEBT SETTLEMENT

RECITALS

WHEREAS the Corporation is indebted to the Subscriber in the amount of the
Indebtedness; and
WHEREAS the Subscriber has agreed to subscribe for Common Shares of the
Corporation in an amount equal to the indebtedness to accept such Common Shares
in full settlement and final payment in respect of the Indebtedness;
WHEREAS in consideration of the Subscriber entering into this Agreement and
subscribing for Common Shares, the Corporation agrees to issue Common Shares,
upon the terms and conditions herein set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and agreements herein contained, it is mutually declared, covenanted and agreed
by and between the parties as follows.


1. DEFINITIONS

1.1  In this Agreement, including the recitals hereof, unless the context
     otherwise requires:

     (a)  "Acquisition" means the acquisition of all the issued and outstanding
          shares of EMSI by the Corporation in accordance with the Acquisition
          Agreement;

     (b)  "Acquisition Agreement" means the agreement of purchase and sale,
          dated May 30, 2002, between Corporation as purchaser and Richard W.
          Devries Professional Corporation as vendor pursuant to which the
          Corporation will acquire all of the issued and outstanding shares of
          EMSI in exchange for 18,333,333 Preferred Shares, including but
          without limitation, such other agreement which amends or supercedes
          this agreement;

     (c)  "Agreement" means this agreement, including "Terms and Conditions of
          Subscription of Common Shares of Pacific Lottery Corporation and Debt
          Settlement" and the accompanying face page, as amended from time to
          time;

     (d)  "Business" means the business carried on by and proposed to be carried
          on by the Corporation including, without limitation, the development
          and implementation of on-line lottery systems for international
          jurisdictions, including Vietnam;

     (e)  "Closing" means the delivery and payment for the Common Shares to take
          place at 10:00 a.m. on the Closing Date or such other time as the
          Corporation may determine;

     (f)  "Closing Date" means a date on which a Closing occurs;

     (g)  "Common Share" means one (1) fully paid and non-assessable common
          share in the share capital of the Corporation;

     (h)  "Consolidation" means the consolidation of the Corporation's common
          shares on the basis of 10 old common shares for one new common share,
          which consolidation was effective November 13, 2002;

     (i)  "Contracts" means all material agreements, including the Acquisition
          Agreement and indentures, contracts, leases, deeds of trust, licences,
          options, instruments, security agreements, mortgages, bonds or other
          commitments, whether written or oral to which the Corporation is a
          party;

     (j)  "Corporation" means Pacific Lottery Corporation;

     (k)  "Employees" means all full and part-time employees and consultants of
          the Corporation;

     (l)  "EMSI" means Emerging Market Solutions International Inc., a company
          organized under the laws of Barbados;

     (m)  "EMSI Contract" means the undated contract, entitled "Contract for the
          Provision of Equipment and Services Between Detetour, Corporation for
          Development of New Technology and Tourism, a wholly state owned
          corporation of the Government of Vietnam and EMSI", to implement an
          on-line lottery program in Ho Chi Minh City;

     (n)  "Encumbrance" means any lien, claim, mortgage, charge, pledge,
          encumbrance, security interest, voting trust, shareholder agreement or
          any other right, claim or equity of or in favour of a third Person;

     (o)  "Exchange" means the TSX Venture Exchange or any successor thereto;

     (p)  "Financial Statements" means the audited consolidated financial
          statements of the Corporation for the financial years ended December
          31, 2000 and 2001 and the unaudited restated consolidated financial
          statements of the Corporation for the nine (9) month interim period
          ended September 30, 2002 ;

     (q)  "Indebtedness" means the total Settlement Amount paid by the
          Subscriber to the Corporation for the Common Shares pursuant to Clause
          2.1 hereof;

     (r)  "Person" means any individual, corporation, partnership, trustee or
          trust or unincorporated association and pronouns that have a similarly
          extended meaning;

     (s)  "Preferred Shares" means the preferred shares in the capital of the
          Corporation;
<PAGE>

     (t)  "Settlement Amount" means a subscription amount of
         $0.30 per Common Share;

     (u)  "Shareholders" means the holders of Common Shares of the Corporation;

     (v)  "Subscriber" means that person or entity whose name is set forth on
          the face page hereof; and

     (w)  "Subsidiary" has the meaning defined under the Business Corporations
          Act (Alberta).


<PAGE>

1.2  In this Agreement the headings of the articles and clauses are inserted for
     convenience of reference only and shall not affect the meaning or
     construction thereof.

1.3  In this Agreement, words importing the singular include the plural, words
     importing the masculine gender include the feminine and vice versa.

1.4  In this Agreement all dollar amounts are expressed in Canadian dollars,
     unless otherwise indicated.

2. SUBSCRIPTION FOR COMMON SHARES AND SETTLEMENT OF DEBT
2.1  The Subscriber hereby irrevocably subscribes for and agrees to purchase
     from the Corporation, subject to the terms and conditions set forth herein,
     the number of Common Shares as set forth on the face page hereof at the
     Settlement Amount per Common Share and the total Indebtedness as set forth
     on the face page hereof and the Corporation accepts such subscription for
     Common Shares in accordance with the terms hereof.

2.2  The Subscriber agrees to pay for the Common Shares subscribed for hereunder
     by setting off the amount of the Indebtedness owed by the Corporation to
     the Subscriber. The Subscriber agrees to accept the Common Shares
     subscribed for hereunder in full settlement and final payment of all
     amounts of whatsoever nature owed by the Corporation in respect of the
     Indebtedness.

Subject to the allotment, issuance and delivery of the Common Shares
     contemplated herein, the Subscribed hereby remises, releases and forever
     discharges the Corporation and its board of directors, officers, agents,
     employees, assigns, subsidiaries and successors of and from all actions,
     causes of action, claims, debts, suits, duties, accounts, bonds, covenants,
     contracts, claims and demands of whatsoever nature which the Subscriber
     has, has ever had, or may have, concerning or arising in respect of the
     Indebtedness, or any matter whatsoever related thereto. The Subscriber
     further agrees that no action, suit or complaint will be initiated or
     pursued by the Subscriber or on the Subscriber's behalf against the
     Corporation in respect of the Indebtedness.

2.3  The Subscriber hereby acknowledges that acceptance of the subscription is
     subject to rejection or allotment, in whole or in part, by the Corporation.

2.4  Subject to the terms hereof, this subscription will be effective upon its
     acceptance by the Corporation and subject to receipt of all applicable
     regulatory and stock exchange approvals.

3.   COMPLETION OF SCHEDULES
3.1  The Subscriber undertakes to complete, execute and return the following
     documents along with one (1) fully executed copy of this Agreement to the
     Corporation:

     (a)  SCHEDULE "A", Particulars of Subscriber;
     (b)  SCHEDULE "B", Form 4C, Corporate Placee Registration Form (if
          applicable); and
     (c)  SCHEDULE "C", Certificate of United States Accredited Investor.

3.2  The Subscriber shall complete, execute and return to the Corporation as
     soon as possible on request by the Corporation any additional documents,
     questionnaires, notices and undertakings as may be required by regulatory
     authorities, stock exchanges and applicable law.

4.   CLOSING
4.1  The Closing will be completed at the offices of Borden Ladner Gervais LLP,
     counsel for the Corporation, 2300, 530 - 8th Avenue S.W., Calgary, Alberta,
     T2P 3S8 on April 4, 2003 or such earlier or later date or time as the
     Corporation shall determine (the "Closing Date").


<PAGE>

4.2  Certificates representing the Common Shares will be available for delivery
     at the applicable Closing.

4.3  The Subscriber hereby irrevocably authorizes the Corporation, in its sole
     discretion:

     (a)  to act as it representative at the Closing and to execute in his name
          and on his behalf all closing receipts and documents required;

     (b)  to complete or correct any errors or omissions in any form or
          document, including this Agreement, provided by the undersigned; and

     (c)  to receive on the undersigned's behalf any certificates representing
          the Common Shares subscribed for hereunder.

4.4  The Corporation shall be entitled to rely on delivery of a facsimile copy
     of this Agreement and acceptance by the Corporation of such Agreement shall
     be legally effective to create a valid and binding agreement between the
     Subscriber and the Corporation in accordance with the terms hereof.

5.   ACKNOWLEDGMENTS OF SUBSCRIBER 5.1 The Subscriber acknowledges and agrees
     that:
     (a)  it has been independently advised as to restrictions with respect to
          trading in the Common Shares imposed by applicable securities
          legislation in the jurisdiction in which it resides, confirms that no
          representation has been made to it by or on behalf of the Corporation
          with respect thereto, acknowledges that it is aware of the
          characteristics of the Common Shares, the risks relating to an
          investment therein and of the fact that it may not be able to resell
          the Common Shares except pursuant to exemptions under applicable
          securities legislation and regulatory policy and that the Common
          Shares may be subject to resale restrictions and may bear a legend to
          this effect;
     (b)  the Common Shares will be subject to statutory resale restrictions
          during which the Common Shares may not be resold without a further
          statutory exemption being available to a Subscriber or without an
          appropriate discretionary order pursuant to applicable securities laws
          being obtained;
     (c)  no securities commission or similar regulatory authority has reviewed
          or passed on the merits of the Common Shares;
     (d)  there is no government or other insurance covering the Common Shares;

     (e)  there are risks associated with the purchase of the Common Shares;

     (f)  there are restrictions on the Subscriber's ability to resell the
          Common Shares and it is the responsibility of the Subscriber to
          ascertain what these restrictions are and to comply with these
          restrictions before selling the Common Shares;

     (g)  the Corporation has advised the Subscriber that the Corporation is
          relying upon an exemption from the requirements to provide the
          Subscriber with a prospectus and to sell the Common Shares through a
          person or company registered to sell Common Shares under the
          Securities Act (Alberta) ("Alberta Act");

     (h)  the decision to execute this Agreement and purchase the Common Shares
          agreed to be purchased hereunder has not been based upon any oral or
          written representation as to fact or otherwise made by or on behalf of
          the Corporation, and that the decision is based entirely upon the
          Subscriber's review of information which has been filed by the
          Corporation with the Alberta Securities Commission, British Columbia
          Securities Commission, Ontario Securities Commission or the TSX
          Venture Exchange in compliance, or intended compliance, with
          applicable securities legislation (collectively the "Public Record");

     (i)  the Subscriber has not purchased the Common Shares as a result of any
          form of general solicitation or advertising, including advertisements,
          articles, notices or other communications published in any newspaper,
          magazine or similar media or broadcast over radio, television or
          internet or any seminar or meeting whose attendees have been invited
          by general solicitation or general advertising;


<PAGE>

     (j)  the Subscriber is aware that no prospectus has been filed with any
          securities commissions in connection with the sale of the Common
          Shares, and it is purchasing the Common Shares pursuant to an
          exemption from the prospectus requirements under applicable securities
          laws and, as a consequence: (i) it is restricted from using most of
          the civil remedies available under securities legislation; (ii) it may
          not receive information that would otherwise be required to be
          provided to it under securities legislation; and (iii) the Corporation
          is relieved of certain obligations that would otherwise apply under
          securities legislation;

     (k)  the Subscriber has been advised to consult its own legal advisors with
          respect to applicable resale restrictions and the Subscriber is solely
          responsible (and the Corporation is not responsible whatsoever) for
          compliance with applicable resale restrictions;

     (l)  this Agreement is not enforceable by the Subscriber unless and until
          it has been accepted by the Corporation;

     (m)  the Subscriber and each beneficial purchaser for whom the Subscriber
          is acting are resident at the address set out on the face page of this
          Agreement;

     (n)  the representations and warranties of the Subscriber contained herein
          will be true and correct both as of the execution of this Agreement
          and as of the Closing Date and shall survive the completion of the
          issuance of the Common Shares;

     (o)  the Subscriber is purchasing the Common Shares for investment only and
          not with a view to resale or distribution and will resell the Common
          Shares only in accordance with the provisions of applicable securities
          legislation and stock exchange rules;

     (p)  if an individual, the Subscriber is of full age of majority and is
          legally competent to execute this Agreement and take all action
          pursuant thereto;

     (q)  this Agreement has been duly and validly authorized, executed and
          delivered by and constitutes a legal, valid, binding and enforceable
          obligation of the Subscriber;

     (r)  the Subscriber, or, where the Subscriber is not purchasing as
          principal, each beneficial purchaser, has such knowledge in financial
          and business affairs as to be capable of evaluating the merits and
          risks of its investment and is able to bear the economic risk of loss
          of its investment;

     (s)  the Subscriber understands that the sale and delivery of the Common
          Shares is conditional upon such sale being exempt from the
          requirements as to the filing of a prospectus or upon the issuance of
          such orders, consents or approvals as may be required to permit such
          sale without the requirement of filing a prospectus;

     (t)  if the Subscriber is a corporation, syndicate, partnership or other
          form of unincorporated organization, the person executing this
          Agreement on behalf of the Subscriber has the necessary power and
          authority to do so and the Investment contemplated hereby has been
          duly authorized by all necessary action of the Subscriber;

     (u)  if required by applicable securities legislation, policy or order or
          securities commission, stock exchange or other regulatory authority,
          the Subscriber will execute, deliver, file and otherwise assist the
          Corporation in filing such reports, undertakings and other documents
          with respect to the issue of the Common Shares; and

     (v)  the Common Shares have not been registered under the Securities Act of
          1933 (the "1933 Act"), as amended, or under any state securities or
          "blue sky" laws, and therefore cannot be offered or sold in the United
          States without registration under the 1933 Act and the securities laws
          of all applicable states of the United States, unless an exemption
          from registration is available or registration is not required
          pursuant to Regulation S under the 1933 Act and the Corporation has no
          obligation or present intention of filing a registration statement
          under the 1933 Act in respect of the Common Shares.


<PAGE>

6.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER
The Subscriber is resident in the United States of America and hereby
represents, warrants and covenants to the Corporation (which representations,
warranties and covenants shall be true and correct on the date hereof and at the
Closing Date with the same force and effect as if they had been made as at the
Closing Date, and which shall survive Closing), and acknowledges that the
Corporation and its counsel is relying thereon, that the Subscriber is
purchasing the Common Shares, as principal, for its own account (and not for the
benefit of any other person) and further confirms that the representations and
warranties set forth in Schedule "C" attached hereto are true and that it is an
"Accredited Investor" as that term is defined in Schedule "C" hereof, and has
concurrently executed and delivered a completed representation letter in the
form as set forth in Schedule "C" attached hereto.

7. REPRESENTATIONS,WARRANTIES AND COVENANTS OF THE CORPORATION

7.1  The Corporation hereby represents, warrants and covenants to the Subscriber
     (which representations, warranties and covenants shall be true on the date
     hereof and on the Closing Date with the same force and effect s if they had
     been made on the Closing Date and which shall survive Closing), and
     acknowledges that the Subscriber is relying thereon as follows:

     (a)  each of the Corporation and its Subsidiaries (if any) has been duly
          incorporated, organized and is validly existing as a corporation in
          good standing under the laws of its jurisdiction of incorporation,
          with corporate power and authority to own, lease and operate its
          property and assets, to conduct its Business as now conducted and as
          proposed to be conducted, in the case of the Corporation, and to carry
          out the provisions of this Agreement, and, where required, has been
          duly qualified as an extra provincial or foreign corporation for the
          transaction of business and is in good standing under the laws of each
          other jurisdiction in which it owns or leases properties or conducts
          any business;

     (b)  the Corporation has not sustained, since December 31, 2001, being the
          date of the last audited financial statements of the Corporation, any
          material loss or interference with its business from fire, explosion,
          flood or other calamity, whether or not covered by insurance, or from
          any labour dispute or court or governmental action, order or decree or
          from any regulatory body having jurisdiction;

     (c)  the Public Record and any other filings made by the Corporation with
          any securities authorities or the Exchange are at the respective dates
          thereof, true and correct, contain or contained no misrepresentation
          and constitute disclosure of all material facts pertaining to the
          Corporation or the Subsidiaries as required under applicable
          securities laws in the Province of Alberta and the Corporation does
          not have any confidential filings with any securities regulatory
          authority or the Exchange;

     (d)  the Corporation has no knowledge of any material change (actual,
          anticipated, contemplated or threatened, whether financial or
          otherwise) in the Business, affairs, operations, assets or liabilities
          (contingent or otherwise) or capital of the Corporation or the
          Subsidiaries (if any), which has not been generally disclosed in the
          Financial Statements or on SEDAR and reported to the applicable
          securities authorities and the Corporation does not have any knowledge
          of any material adverse information in regard to the current and
          prospective operations of the Corporation or the Subsidiaries (if
          any), which has not been disclosed on SEDAR;

      (e) the Corporation has all necessary corporate power, authority and
          capacity to carry on the Business as it is now being conducted and
          to own, lease and operate the properties and assets now owned,
          leased and operated, and is duly qualified to carry on the Business
          as now being conducted and to own, lease and operate their respective
          properties and assets;


<PAGE>

     (f)  the Corporation has all the necessary corporate power, authority, and
          capacity to execute this Agreement, and to issue the Common Shares to
          the Subscriber pursuant to the terms of this Agreement;

     (g)  at the Closing Time, all necessary corporate action will have been
          taken by the Corporation to allot and authorize the issuance of the
          Common Shares and upon receipt of payment therefor, the Common Shares
          issued by the Corporation will be validly issued as fully-paid and
          non-assessable;

     (h)  the Corporation is a "reporting issuer" within the meaning of the
          Securities Act (Alberta), and the Securities Act (British Columbia),
          and its Common Shares are listed for trading on the Exchange;

     (i)  the authorized capital of the Corporation consists of an unlimited
          number of Common Shares and Preferred Shares of which only 5,241,397
          Common Shares are issued and outstanding and 250,000 Preferred Shares
          are issued and outstanding.

     (j)  other than Applied Gaming Solutions International Inc. and EMSI, which
          will be acquired immediately prior to the Closing, the Corporation
          does not have any Subsidiaries and owns no shares or equity interest
          of any other body corporate or other entity nor any rights, warrants
          or other securities convertible into shares of any other body
          corporate or entity;

     (k)  all of the issued and outstanding Common Shares are fully paid and
          non-assessable, and there are outstanding no other shares, warrants,
          rights, securities convertible into shares or any other evidence
          whatsoever of an interest in the capital of the Corporation, except
          for options to purchase 227,985 Common Shares under the Corporation's
          option plan, and no Person has any agreement, warrant, option or right
          capable of becoming an agreement for the purchase, subscription or
          issuance of any securities of the Corporation or the issuance of the
          un-issued shares in the capital of the Corporation;

     (l)  all of the issued and outstanding shares of the share capital of the
          Corporation have been duly authorized and validly issued as fully paid
          and non-assessable;

     (m)  since December 31, 2001, being the date of the last audited financial
          statements of the Corporation: (i) there has not been any change in
          the share capital of the Corporation, except as set forth in the
          Public Record; (ii) the Corporation has not incurred any liabilities
          or obligations (absolute, accrued, contingent or otherwise) or entered
          into any transactions not in the ordinary course of business that are
          material to the Corporation, except as set forth in the Public Record
          and in the Corporation's press releases; and (iii) there has not been
          any material adverse change, or any development involving a
          prospective material adverse change (including prospective material
          adverse changes arising from pending or, to the best of the
          Corporation's knowledge, threatened claims or contingent liabilities),
          in or affecting the general affairs, management, financial position,
          business, prospects, shareholders' equity or results of operations of
          the Corporation;

     (n)  since September 30, 2002, neither the Corporation nor any of the
          Subsidiaries has, directly or indirectly, declared or paid any
          dividends or declared or made any other distribution on any of their
          shares of any class and except for the exchange of Preferred Shares
          for Common Shares pursuant to the Debt Conversion has not, directly or
          indirectly, redeemed, purchased or otherwise acquired any of their
          outstanding securities or agreed to do so;


<PAGE>

     (o)  there are no shareholder loans owing to or by the Corporation or any
          of the Subsidiaries and neither the Corporation nor any of the
          Subsidiaries is party to or bound by any agreement of guarantee,
          indemnification, assumption or endorsement or any other like
          commitment of the obligations, liabilities, contingent or otherwise,
          or indebtedness of any other person, firm or company;

     (p)  each of the Corporation and its Subsidiaries has good and marketable
          title to all movable property owned by it which is material,
          individually or in the aggregate, to the Corporation and any real or
          immovable property held under lease by the Corporation or a
          Subsidiary, which is material, individually or in the aggregate, to
          the Corporation is held by it under valid, subsisting and enforceable
          leases with such exceptions as are not material, individually or in
          the aggregate, to the Corporation;

     (q)  no consent, approval, permit, authorization, order or filing with any
          court or governmental agency, the securities authorities or any other
          jurisdiction or agency is required by the Corporation or necessary for
          the execution, delivery and the performance by the Corporation of its
          obligations under this Agreement other than such consents, approvals,
          authorizations, registrations or qualifications, as may be required by
          the Exchange, including, without limitation, the consent of the
          Exchange and the Shareholders of the Corporation with respect to the
          acquisition by the Subscriber of the Common Shares, the issuance to
          the Subscriber of the Common Shares, all of which will be obtained by
          the Corporation prior to the Closing Time;

     (r)  the execution and delivery of the Agreement, and all other agreements,
          the execution of which is contemplated hereby by the Corporation, and
          the observance and performance of the terms and provisions of any such
          agreements on its part to be observed and performed and the completion
          of the transactions provided for in the Agreement, do not constitute a
          violation of applicable law or a violation or breach of the constating
          documents or by-laws of the Corporation or any provision of any
          Contract to which the Corporation is a party or by which it is bound,
          or any order, writ, injunction, decree, statute, rule, by-law or
          regulation applicable to the Corporation; would not constitute a
          default (nor would with the passage of time or the giving of notice or
          both or otherwise, constitute a default) under any Contract to which
          the Corporation is a party or by which it is bound; and would not
          result in the creation or imposition of any Encumbrance on any of the
          Units or any property or assets of the Corporation. The Agreement and
          all documents and agreements contemplated to be delivered by it
          thereunder constitute legal, valid and binding obligations of the
          Corporation enforceable against it in accordance with the terms
          thereof, subject, however, to limitations with respect to enforcement
          imposed by law in connection with bankruptcy or similar proceedings
          and to the extent that equitable remedies such as specific performance
          and injunction are in the discretion of the court from which they are
          sought;

     (s)  there is no agreement that would constitute a "unanimous shareholder
          agreement" within the meaning of the Business Corporations Act
          (Alberta), or any other agreement, exists among any shareholders
          and/or any other Person in respect of the Corporation;


<PAGE>

     (t)  the minute books of the Corporation contain accurate and complete
          copies of the constating documents of the Corporation, which documents
          include, without limitation, all articles of incorporation and any and
          all articles of amendment; there are no outstanding applications or
          filings which would alter in any way the constating documents or
          corporate status of the Corporation except for such as may be required
          to give effect to the matters disclosed in or contemplated by this
          Agreement; no resolutions or by-laws have been passed, enacted,
          consented to or adopted by the directors or shareholders of the
          Corporation except as are contained in the minute books thereof; and
          the corporate records of the Corporation have been maintained in
          accordance with all applicable statutory requirements and are complete
          and accurate in all material respects;

     (u)  the Corporation has not committed an act of bankruptcy, taken any
          proceeding to have itself declared bankrupt or wound-up, as the case
          may be, taken any proceeding to have a receiver appointed over any
          part of its assets, had any encumbrancer or receiver take possession
          of any of its property, had any execution or distress become
          enforceable or levied upon any of its property or had any petition for
          a receiving order in bankruptcy filed against it;

     (v)  the books of account and financial records of the Corporation fairly
          and correctly set out and disclose in all material respects the
          current financial position of the Corporation, all transactions
          involving the Corporation have been accurately recorded in its books
          and records, and all vacation pay, bonuses, commissions and other
          payments relating to each of the Employees of the Corporation are
          reflected in the books of the Corporation;

     (w)  the Financial Statements have been prepared in accordance with
          Canadian GAAP applied on a basis consistent with those of the
          preceding fiscal periods; present fully, fairly and correctly the
          assets, accrued and contingent liabilities and financial position of
          the Corporation on a consolidated basis as at the dates thereof and
          the results of the operations and the changes in financial positions
          for the periods then ended; are in accordance with the books and
          records of the Corporation; contain and reflect all necessary
          adjustments for a fair presentation of the results of operations and
          the financial position of the businesses of the Corporation for the
          periods covered thereby; and contain and reflect adequate provision or
          allowance for all reasonably anticipated liabilities, expenses and
          losses of the Corporation;

     (x)  except as otherwise disclosed herein, since September 30, 2002, the
          Corporation has carried on the Business and conducted its operations
          and affairs only in the ordinary and normal course consistent with the
          past practice and there has not been any off balance sheet obligations
          not represented in the Financial Statements;

     (y)  the Corporation has not guaranteed or otherwise given security for or
          agreed to guarantee or give security for any liability, debt or
          obligation of any other Person, and the Corporation is not indebted to
          any of the shareholders or to any former shareholder thereof in any
          manner whatsoever, except as disclosed in the Financial Statements;

     (z)  except as otherwise disclosed to the Subscriber in the disclosure
          letter of the Corporation's counsel dated December 12, 2002 or in the
          Financial Statements, there are no judgments or executions outstanding
          or pending against the Corporation, nor are there any suits, actions
          or legal, administrative, arbitration or other proceedings or
          governmental investigations affecting the Business, operations,
          prospects, property or affairs of the Corporation pending or
          threatened, against the Corporation which might adversely affect the
          Corporation's Business, financial condition, properties and assets,
          prospects, operations or the conduct of the Business; (


<PAGE>


     aa)  the Corporation has conducted and is now conducting its Business and
          the assets of the Corporation have been and are now being used in
          material compliance with all statutes, regulations, by-laws, orders,
          covenants, restrictions or plans of all federal, provincial, regional
          or municipal authorities, agencies or boards applicable to the
          Business and the Corporation holds all licences and permits necessary
          for the carrying on of the Business (collectively the "LICENSES") and
          such Licenses are in good standing, the Corporation is not in material
          default under any such statutes, regulations, by-laws, orders,
          covenants, restrictions or plans applicable to it or to the Business,
          and no notices have been received that the Business is not being
          conducted or that any of the property and assets of the Corporation or
          the Business are not being used in compliance with all applicable
          statutes, regulations, by-laws, orders, covenants, restrictions or
          plans of all federal, provincial, regional and municipal authorities,
          agencies and boards having jurisdiction over the Business or the
          Corporation;

     (bb) the Corporation is not in default under or in breach of any material
          term of any Contract to which it is a party or by which it is bound or
          of any material obligation to which it is subject and there exists no
          state of facts which, after notice or lapse of time or both, or
          otherwise would constitute a default under or a breach of any such
          obligation or of a term of any such Contract; such Contracts
          constitute valid and binding obligations of the Corporation; all such
          Contracts are in good standing and in full force and effect and the
          Corporation is entitled to all of the benefits thereunder, as
          applicable; and such Contracts are not subject to re-negotiation or
          cancellation resulting from the transactions set forth herein;

     (cc) the Corporation and its Subsidiaries hold all of the permits, licences
          and like authorizations necessary for them to carry on their business
          in each jurisdiction where such business is carried on, each of such
          permits, licenses and like authorizations is in good standing, and the
          Corporation and its Subsidiaries are not in default with respect to
          filings to be effected or conditions to be fulfilled in order to
          maintain such permits, licenses or like authorizations in good
          standing, except where such default, individually or in the aggregate,
          would not have a material adverse effect on the general affairs,
          management, financial position, business, prospects, shareholders'
          equity or results of operations of the Corporation;

     (dd) the Corporation and its Subsidiaries are not in violation of any law,
          ordinance, administrative or governmental rule or regulation or court
          decree applicable to them, which violation, non-compliance or failure
          to obtain would, individually or in the aggregate, have a material
          adverse effect on the general affairs, management, financial position,
          business, prospects, shareholders' equity or results of operations of
          the Corporation or its Subsidiaries, or which might reasonably be
          expected to materially and adversely affect the consummation by the
          Corporation of the transactions contemplated by this Agreement;

     (ee) the Corporation is not aware of any legislation, regulations or
          probable legislative or regulatory changes which would materially and
          adversely affect the business, prospects or operations of the
          Corporation or its Subsidiaries or the financial position,
          shareholders' equity or results of operations of the Corporation;

     (ff) as at the Closing Date, to the best of the Corporation's knowledge,
          the financial position of the Corporation and the Subsidiaries will be
          at least as good and the assets and liabilities of the Corporation and
          its Subsidiaries will not have materially changed from that which is
          shown in the consolidated restated unaudited financial statements of
          the Corporation for the nine month period ended September 30, 2002,
          except for changes resulting from: (i) the transactions set forth in
          its Filing Statement dated January 31, 2003; and (ii) operations and
          transactions in the ordinary course of business and provided that such
          changes, individually or in the aggregate, do not have a material
          adverse effect on the financial position of the Corporation and its
          Subsidiaries;

<PAGE>

     (gg) the Corporation is or will, on or prior to the Closing Date, be a
          "QUALIFYING ISSUER" within the meaning of Multilateral Instrument
          45-102-Resale of Securities, is not a "CAPITAL POOL COMPANY" within
          the meaning of Policy 2.4 of the Exchange, has or prior to the Closing
          Date will have filed a current annual information form in accordance
          with the provisions of the applicable securities laws and the
          Corporation shall maintain the listing of the Common Shares on the
          Exchange and the Corporation's status as a reporting issuer (or the
          equivalent) under the applicable securities laws and as a "QUALIFYING
          ISSUER" under the aforementioned multilateral instrument for 120 days
          following the Closing Date and, thereafter, the Corporation shall use
          its best efforts to maintain the listing of the Common Shares on the
          Exchange and the Corporation's status as a reporting issuer (or the
          equivalent) under the applicable securities laws and as a "QUALIFYING
          ISSUER" under the aforementioned multilateral instrument;

     (hh) there is no person, firm or corporation acting or, to the
          Corporation's knowledge, purporting to be acting for the Corporation
          entitled to any commission, brokerage or finder's fee payable by or on
          behalf of the Corporation in connection with this Agreement or any of
          the transactions contemplated hereunder;

     (ii) no notice has been received by the Corporation of any complaints filed
          by any of the Employees thereof against the Corporation claiming that
          the Corporation has violated any applicable employee or human rights
          or similar legislation or of any complaints or proceedings of any kind
          involving the Corporation or any of the Employees of the Corporation
          before any labour relations board, and there are no outstanding orders
          or charges against the Corporation under any applicable health and
          safety legislation.

     (jj) there have been no health, safety, or environmental occurrences
          affecting the Business of a nature or type, including without
          limitation, the presence of any industrial disease or any long term
          occupational illness in the work place or among any of the Employees,
          which did result in an action or claim against the Corporation by any
          of its Employees, former Employees or their respective dependants,
          heirs or legal personal representatives or under any applicable
          insurance programs, workers' compensation laws or other environmental
          requirements;

     (kk) with such exceptions as are not material to the Corporation (and for
          the purposes hereof, such amounts do not exceed $10,000): (i) the
          Corporation has duly and on a timely basis filed all tax returns
          required to be filed by it, has paid all taxes due and payable by it
          and has paid all assessments and reassessments and all other taxes,
          governmental charges, penalties, interest and other fines due and
          payable by it and which are claimed by any governmental authority to
          be due and owing and adequate provision has been made for taxes
          payable for any completed fiscal period for which tax returns are not
          yet required to be filed; (ii) there are no agreements, waivers or
          other arrangements providing for an extension of time with respect to
          the filing of any tax return or payment of any tax, governmental
          charge or deficiency by the Corporation and there are no actions,
          suits, proceedings, investigations or claims threatened or pending
          against the Corporation or any of its Subsidiaries in respect of
          taxes, governmental charges or assessments or any matters under
          discussion with any governmental authority relating to taxes,
          governmental charges or assessments asserted by any such authority;
          and (iii) the Corporation and each of the Subsidiaries have withheld
          from all payments made to any of their officers, directors, employees
          and non-residents of Canada and other people with respect to whom they
          are required by law to withhold any payments pursuant to the Income
          Tax Act (Canada) or any other applicable legislation, or in respect of
          goods and services tax, the amount of all taxes, including but not
          limited to income tax, Canada pension plan contributions, employment
          insurance commission premiums, premiums payable under workman
          compensatory legislation and other deductions required to be withheld
          therefrom and have paid the same to the proper tax or other receiving
          officers within the time required under any applicable tax
          legislations;

<PAGE>



     (ll) neither the Corporation nor any of the Subsidiaries is the owner of or
          under any agreement to own any real property;

     (mm) the Corporation is not aware of a claim of any infringement or breach
          by the Corporation or a Subsidiary of any industrial or intellectual
          property rights of any other person, nor has the Corporation or a
          Subsidiary received any notice nor is the Corporation otherwise aware
          that the use of the business names, trademarks, service marks and
          other industrial or intellectual property of the Corporation or a
          Subsidiary infringes upon or breaches any industrial or intellectual
          property rights of any other person;

     (nn) the Corporation has, to the best of its knowledge, disclosed and
          provided to the Subscriber all material information and material facts
          relating to it and the Subsidiaries and their respective assets,
          liabilities and undertakings and such material information and
          material facts are true and correct as at the time disclosed or
          provided and the Corporation has not withheld, and will not withhold,
          from the Subscriber any information relating to the Corporation or the
          Subsidiaries or to the offering that would be material to the
          Subscriber purchasing Units;

     (oo) if the Investment is made, the Subscriber shall have the right to
          designate at least two members of the Corporation's board of
          directors, which designates will be appointed by the existing board of
          directors at the Closing and nominated as part of the management slate
          each time the shareholders of the Corporation are asked to vote for
          the directors of the Corporation;

     (pp) the Corporation has obtained the consent of the Exchange to the
          transactions contemplated by this Agreement;

     (qq) the Corporation has obtained, or will prior to Closing obtain, the
          consent or approval in writing from holders of not less than 50% plus
          one share of the issued and outstanding Common Shares of the
          shareholders of the Corporation in a manner acceptable to the Exchange
          in respect of the transactions contemplated by this Agreement;

     (rr) the Consolidation was effective as at November 13, 2002;

     (ss) the Acquisition has been, or will prior to Closing be, completed in
          accordance with the terms of the Acquisition Agreement;

     (tt) no person is entitled to any royalties or any other interests in any
          revenue of the Corporation with or derived from the utilization of any
          intellectual or proprietary information or equipment of the
          Corporation, or otherwise;

     (uu) the Corporation has the necessary personnel, suppliers, licenses and
          other matters may be required to effect its implementation and
          management of the Ho Chi Minh City, Vietnam, on-line lottery system;

<PAGE>

     (vv) the EMSI Contract is currently and will on the Closing Date be legally
          valid and binding and there is no imminent threat or possibility of
          the termination of the EMSI Contract; and

     (ww) the Corporation will use its best and reasonable commercial efforts
          within nine (9) months of the Closing Date to install, commission and
          commence operations of an on-line lottery system.

8.   RESALE RESTRICTIONS AND LEGENDING OF COMMON SHARES
8.1  The Subscriber acknowledges that any resale of the Common Shares will be
     subject to resale restrictions contained in the securities legislation
     applicable to each Subscriber.

8.2  Each Subscriber is responsible for seeking appropriate legal advice to
     determine the applicable resale restrictions and for complying with same.

8.3  The Subscriber acknowledges that a legend will be placed on the
     certificates representing the Common Shares and Warrants to the effect that
     the Common Shares and Warrants represented by such certificates are subject
     to a restricted period and may not be traded until the expiry of such
     restricted period except as permitted by applicable securities legislation.

9.   NOTICE
9.1  Any notice or other communication or instrument required or permitted to be
     given or delivered hereunder shall be in writing and shall be well and
     sufficiently given and delivered if enclosed in a sealed envelope, and
     given or delivered during regular office hours, to the parties at their
     respective addresses as follows:

                TO THE SUBSCRIBER:
                At the address of the Subscriber shown on the face page hereof.
                TO THE CORPORATION:
                Pacific Lottery Corporation
                2937 - 19th Street NE
                Calgary, Alberta
                T2P 0T8

9.2  Any notice so given shall be conclusively deemed to have been given when
     delivered, if given or delivered personally.

9.3  Either party may change its address for notice here-under by notice given
     in the foregoing manner.

10.  GENERAL

10.1 Each party shall from time to time, and at all times, do such further acts
     and execute and deliver all such further instruments, deeds and documents
     as shall be reasonably required in order to fully perform and carry out the
     terms of this Agreement and to comply with applicable securities
     legislation.

10.2 This Agreement may not be assigned by either party.

10.3 Except as otherwise provided herein, this Agreement shall enure to the
     benefit of and shall bind the parties hereto and their respective
     successors and any permitted assigns.

10.4 Nothing herein contained shall be read or construed as creating between the
     parties hereto their relationship of agents, partners or joint venturers.

10.5 Time is of the essence in this Agreement.

10.6 This Agreement may only be amended by written agreement signed by the
     Corporation and the Subscriber.

10.7 The terms of this Agreement express and constitute the entire agreement
     between the parties hereto pertaining to the subject matter hereof and no
     implied covenant or liability of any kind is created or shall arise by
     reason of these presents or anything in this Agreement contained.

<PAGE>

10.8 This Agreement shall be governed and interpreted in accordance with the
     laws of the Province of Alberta and shall for all purposes be deemed to
     have been made in the Province of Alberta and the parties hereto
     irrevocably attorn to the jurisdiction of the courts of the Province of
     Alberta, and all representations and warranties contained herein shall
     survive the execution of this Agreement.

10.9 No waiver by either party hereto of any provision hereof shall be effective
     unless in writing, and a waiver shall affect only the matter, and the
     occurrence thereof, specifically identified in the writing granting such
     waiver and shall not extend to any other matter or occurrence.

10.10 This Agreement may be executed in several counter-parts, each of which
     when so executed shall be deemed to be an original, and all of which when
     taken together shall institute one and the same Agreement.

10.11 Upon execution by the parties hereto this Agreement shall be deemed to be
     effective and shall be deemed to be entered into on the day and year first
     above written.