CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCCOUNTANTS
    ----------------------------------------------------

We  hereby consent to the incorporation by reference in  the
registration  statement (Form S-8) pertaining to  the  Legal
Services  Plan our report, dated June 6, 2001, with  respect
to the consolidated financial statements of Playandwin, Inc.
and  Subsidiary  as of and for the year ended  February  28,
2001,   including   the  consolidated   balance   sheet   of
Playandwin,   Inc.  and  Subsidiary  (a  development   stage
company)   as   of  February  28,  2001  and   the   related
consolidated   statements   of   operations,   shareholders'
deficiency,  and cash flows for the year ended February  28,
2001  and  the  cumulative period  from  March  1,  2000  to
February 28, 2001.



/s/ Stonefield Josephson, Inc.
STONEFIELD JOSEPHSON, INC.
Certified Public Accountants

Santa Monica, California
July 5, 2001