SETTLEMENT AGREEMENT

THIS AGREEMENT is made as of the  ___  day of _______________,
2001,

BETWEEN:

     PLAYANDWIN, INC., a corporation incorporated  under  the
     laws of the State of Nevada ("PWIN"),

     - and -

     STEWART  GARNER, an individual resident in the  Province  of
     Ontario ("Garner")

WHEREAS Garner formerly actedis currently acting as President and
director  of PWIN and resignedis expected to resign as  president
and  director of PWIN on ______________, 2001;upon the completion
of  a  reverse  take-over transaction between  PWIN  and  another
company;

AND  WHEREAS PWIN has no outstanding debts owed to Garner because
Garner  has assigned to various third parties all debts  owed  by
PWIN to him or his associates or affiliates;

NOW  THEREFORE THIS AGREEMENT WITNESSES THAT in consideration for
the  mutual  premises and covenants contained herein,  and  other
good  and valuable consideration, the receipt and sufficiency  of
which is hereby acknowledged by both parties, the Parties to this
Agreement hereby agree as follows:

1.     Mutual  Release.   Subject  to  and  conditional  on   the
performance of the covenants contained herein, each Party  hereby
remises,  releases  and forever discharges  the  other  from  all
actions,  causes  of  action,  suits,  debts,  accounts,   bonds,
covenants,  contracts,  costs, claims and demands  whatsoever  in
connection with, or in any way related to:

(a)  the employment or retainer of Garner as President and senior
     officer of PWIN, and his resignation from said positions;

(b)  Garner's  acting as a director of PWIN, and his  resignation
     from said positions; and

(c)  Garner's  actions  during his term  as  President,  director
     and/or senior officer of PWIN.

2.    Termination  Payments.  Notwithstanding the  provisions  of
section 1 above, PWIN shall pay to Garner the sum of US$70,000 in
ten  (10) equal monthly instalments of US$7,000 each, payable  on
the 15th day of each month commencing on November 15, 2001.  PWIN
itself shall be solely responsible for said payments to Garner.

3.    Buy-Out.  PWIN may satisfy its obligation under  section  2
above  by  making one lump-sum payment of US$60,000 to Garner  at
any time before January 15, 2002, in which case PWIN shall not be
obliged to make the payments prescribed in section 2 above.

4.    Governing  Law.  This Agreement shall be  governed  by  and
construed in accordance with the laws of the Province of  Ontario
and the federal laws of Canada applicable therein.

5.    Independent  Legal Advice. Each Party  hereby  acknowledges
having  been  advised  to  obtain independent  legal  counsel  in
respect of the execution of this Agreement and the completion  of
the transactions contemplated herein.  To the extent that a Party
declines to receive independent legal counsel in respect  of  the
Agreement,  it waives the right, should a dispute later  develop,
to  rely  on its lack of independent legal counsel to  avoid  its
obligations,  to seek indulgences from the other Parties,  or  to
otherwise  attack  the  integrity  of  the  Agreement   and   the
provisions thereof, in whole or in part.

6.   Counterparts.  This Agreement may be executed by the Parties
in  one  or more counterparts by original or facsimile signature,
each of which when so executed and delivered shall be an original
and  such counterparts shall together constitute one and the same
instrument.

7.     Assignments.   This  Agreement  or  any  requirements   or
obligations  hereunder may not be assigned by any  party  without
the express written consent of all the parties.

8.   Enurement.  This Agreement shall enure to the benefit of and
be  binding upon the Parties and their respective successors  and
permitted assigns.


IN   WITNESS  WHEREOF  the  parties  hereto  have  executed  this
Agreement as of the day and year first above written.

                              PLAYANDWIN INC.


                              Per:_________________________
                              Authorized Signing Officer
                              I have authority to bind the
                              corporation.



_____________________________ _______________________________
Witness                       Stewart Garner