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                                  Exhibit 99.2


                                (Form of Proxy)
                                 iwin.com, Inc.
           PROXY FOR SPECIAL MEETING OF STOCKHOLDERS -        , 2000
       (This Proxy is solicited by the Board of Directors of the Company)

The undersigned stockholder of iwin.com, Inc. hereby appoints Frederick R.
Krueger, Chief Executive Officer, and Dennis H. Cho, Assistant Secretary, and
each of them, with full power of substitution in each, proxies to vote the
shares of stock, in accordance with the undersigned's specifications, which the
undersigned could vote if personally present at the Special Meeting of
Stockholders of iwin.com, Inc. to be held at 10940 Wilshire Boulevard, Los
Angeles, California, on            , 2000, at 10:00 a.m., California Time, or
any adjournment thereof.

1.  APPROVAL OF THE MERGER AND THE AGREEMENT AND PLAN OF REORGANIZATION

    FOR                 AGAINST                       ABSTAIN
    [ ]                   [ ]                           [ ]

    proposal to approve the Merger and the Agreement and Plan of Reorganization.

2.  APPROVAL OF THE APPOINTMENT OF FREDERICK R. KRUEGER AS INDEMNIFICATION
    REPRESENTATIVE.

    FOR                 AGAINST                       ABSTAIN
    [ ]                   [ ]                           [ ]

    proposal to approve the appointment of Frederick R. Krueger as
    Indemnification Representative.

3.  APPROVAL OF OPTION GRANT TO SCOTT KAUFMAN

    FOR                 AGAINST                       ABSTAIN
    [ ]                   [ ]                           [ ]

    proposal to approve the option grant to Scott Kaufman

4.  IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
    BEFORE THE SPECIAL MEETING.

    UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR"
   2
    PROPOSAL 1, "FOR" PROPOSAL 2 AND "FOR" PROPOSAL 3


Please date and sign exactly as your name appears on the envelope in which this
material was mailed. If shares are held jointly, each stockholder should sign.
Executors, administrators, trustees, etc. should use full title and, if more
than one, all should sign. If the stockholder is a corporation, please sign full
corporate name by an authorized officer. If the stockholder is a partnership,
please sign full partnership name by an authorized person.


                                            -----------------------------

                                            -----------------------------
                                             Signature(s) of Stockholder

Dated: ------------------