December 20, 2000


          Mr. Stewart Garner, President
          PlayandWin, Inc.
          7050 Weston Rd. Suite # 500
          Vaughan, Ontario
          L4L 8G7


          Subject: SCL Terms of Engagement

          Dear Stewart,

          This shall confirm our discussions with respect to
          the engagement of Simmonds Capital Limited ("SCL")
          as a financial advisor to PlayandWin, Inc.
          ("PWIN").  The following is a non-binding letter
          of intent, which shall be followed by a more
          formal, binding agreement.

          Scope of the Assignment:

          Simmonds Capital Limited shall provide the
          following financial advisory services to PWIN.

          1.   Preparation of a written business plan.

          2.   Facilitation of the acquisition of Comp-U-Race, Inc.
               ("CUR") by PWIN.

          3.   Due diligence report regarding the business opportunity
               and condition of PWIN.

          4.   Introduction and facilitation of a private placement
               financing in the amount of up to US$ 5 million and not less
               than US$ 500,000 to be completed on terms and in a timetable
               which shall be agreeable to both parties.


          Fees:

          As consideration for the above services, PWIN
          shall agree to pay SCL the following:

          1.   A work fee of 1 million shares for completion of a
               business plan and closing of a merger between Comp-U-Race,
               Inc. ("CUR") and PWIN.

          2.   Upon raising an initial US$ 500,000 ("initial funding")
               through the sale of PWIN treasury shares at a price per
               share to be agreed upon between PWIN and SCL (the "initial
               financing price"), SCL shall receive 500,000 warrants
               ("initial warrants") with an exercise price equal to the
               initial financing price.

          3.   For each additional US$ 500,000 in financing, over and
               above the initial funding, raised by SCL through the sale of
               PWIN treasury shares, SCL shall receive 500,000 warrants
               ("additional warrants").  The price per PWIN treasury share
               sold to investors shall be agreed upon between PWIN and SCL,
               but shall be no less than the PWIN market price at the time
               of the offering (the "subsequent financing price"), which
               subsequent financing price can fluctuate during the term of
               this agreement.  The exercise price of the additional
               warrants shall be the lesser of:

               i.   The initial financing price;
               ii.  The initial financing price, less 50% of the difference
                    between the initial financing price and the subsequent
                    financing price (insofar as the subsequent financing price
                    is greater than the initial financing price).  For greater
                    certainty, a formula shall be employed to calculate the
                    exercise price of each respective tranche of additional
                    warrants.1

               but in no circumstance shall the exercise
               price of any of the additional warrants be
               less than $0.25 per common share of PWIN.

          4.   SCL shall be entitled to reimbursement of all
               reasonable out of pocket expenses, subject to the prior
               approval of PWIN, in excess of US$ 250.00.

          Term:

          The term of engagement shall be from December 22,
          2000 through December 31, 2001. The engagement may
          be terminated upon 30 days written notice by
          either party.

          We look forward to working with you and your
          management on the achievement of your growth goals
          for the company.

          Sincerely,



          John G. Simmonds
          Chairman and CEO


          Agreed on this _____________ day of December 2000.
          On behalf of PlayandWin, Inc.


_______________________________
1 Warrant exercise price = initial financing price -
(average of the subsequent financing price - initial
financing price)/2