CONSULTING AGREEMENT

As  of  September 25, 2000, I have been engaged as a consultant  with
Playandwin,  Inc.  (the "Company"). In that role I have  advised  and
will  continue  to  advise the Company concerning bona-fide  business
matters as generally described below. I will receive, as part  of  my
compensation  for these services, common stock of the Company  in  an
amount   to   be  determined.  I  hereby  acknowledge  the  following
representations to the Company.

I  certify  that  I have not, and do not intend to, consult  with  or
advise the Company, as part of this Agreement, in connection with the
offer or sale of its securities in a capital-raising transaction, and
have  not  and will not directly or indirectly promote or maintain  a
market for the Company's securities. I enter into this agreement as a
natural  person  on my own behalf, not on behalf of any  corporation,
partnership, or other entity.

Signed this 25th day of September, 2000,




/s/ Sandy Maini
Signature


Sandy Maini
Print Name

General Services to be provided:
Legal and Paralegal related services.