CONSULTING AGREEMENT
As of September 19, 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 19th day of September, 2000,
/s/ Michael McFadden
Signature
Michael McFadden
Print Name
General Services to be provided:
Extensive research and dissemination on an on-going basis for the
purpose of developing Racingor within the pari-mutuel industry
worldwide.
