ASSIGNMENT OF LICENSES

TO:       PLAYANDWIN CANADA INC.

FROM:     PLAYANDWIN, INC. ("PWIN")

For good and valuable consideration, the receipt of which is
hereby acknowledged, PWIN does hereby assign unto PLAYANDWIN
CANADA INC.:

1.   all  of PWIN's rights and obligations under the license
     agreement for Internet RACINGO between PWIN and Racingo
     Investments  Ltd. dated October 7, 1999 (the  "Internet
     License Agreement");

2.   all  of PWIN's rights and obligations under the license
     agreement for on- and off-track betting RACINGO between
     PWIN and Racingo Investments Ltd. dated October 7, 1999
     (the "On- and Off-Track License Agreement");

3.   all  of  PWINs right, title and interest in and to  all
     licenses over On-Line RACINGO (as that term is  defined
     in  the Internet License Agreement) granted to PWIN  by
     Racingo  Investments  Ltd.  pursuant  to  the  Internet
     License Agreement;

4.   all  of PWIN's right, title and interest in and to  all
     licenses  over On- and Off-Track RACINGO (as that  term
     is  defined in the On- and Off Track License Agreement)
     granted to PWIN by Racingo Investments Ltd. pursuant to
     the On- and Off-Track License Agreement; and

5.   all of PWIN's rights and obligations under the right of
     first  refusal over RACINGO delivered through any other
     venue  other  than the venues covered by  the  Internet
     License  Agreement  and the On- and  Off-Track  License
     Agreement, granted to PWIN by Racingo Investments  Ltd.
     on October 7, 1999.

Executed at Toronto, Ontario, Canada
This  ____ day of ________________, 2001.

                         PLAYANDWIN, INC.


                         Per: __________________________
                              Authorized Signing Officer

                       ACKNOWLEDGEMENT

TO:       PLAYANDWIN, INC.

FROM:     PLAYANDWIN CANADA INC.

The   undersigned   acknowledges  receipt   of   the   above
assignment.

Executed at Toronto, Ontario, Canada
This  ____ day of ________________, 2001.

                         PLAYANDWIN CANADA INC.


                         Per: __________________________
                              Authorized Signing Officer