D Angelo Brands Inc Watch

from 10QSB/A ~5 pages Material Contract

from 10QSB ~5 pages Material Contract

from 10QSB 1 page Demand Promissory Note...

from 10QSB 1 page Demand Promissory Note

from 8-K ~10 pages Escrow Agreement

from 8-K 1 page Settlement Agreement

from 8-K 1 page 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

from 10QSB ~5 pages Letter of Intent With Trackpower, Inc.

from 10QSB 1 page Engagement Agreement With Simmonds Capital

from 10QSB ~5 pages Hub Agreement With Penn National

from 10QSB 1 page Letter of Intent With Penn National

from S-8 1 page Consulting Agreement as of September 25, 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 25th Day of September, 2000, /S/ Deborah K. Talbert Signature Deborah K. Talbert Print Name General Services to Be Provided: Legal and Paralegal Related Services

from S-8 1 page Consulting Agreement as of September 25, 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 25th Day of September, 2000, /S/ Loree Richards Signature Loree Richards Print Name General Services to Be Provided: Legal and Paralegal Related Services

from S-8 1 page Consulting Agreement as of September 25, 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 25th Day of September, 2000, /S/ Sandy Maini Signature Sandy Maini Print Name General Services to Be Provided: Legal and Paralegal Related Services

from S-8 1 page 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/ Steve Pelosini Signature Steve Pelosini Print Name General Services to Be Provided: Consultant Who Specializes in Legislation and Pari-Mutuel Licensing in Europe, While Focusing Immediately in Italy

from S-8 1 page 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/ Peter Tassiopoulos Signature Peter Tassiopoulos Print Name General Services to Be Provided: Consultant to Canadian Racetracks, Liaisons With the Candaian Pari-Mutuel Association for Regulatory Approval, Province by Province

from S-8 1 page 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/ Vito Santioli Signature Vito Santioli Print Name General Services to Be Provided: Itsp Writer Who Installs, Manages and Upgrades Software at the Canadian Racetracks

from S-8 1 page 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/ Richard Woolsey Signature Richard Woolsey Print Name General Services to Be Provided: Consults on a Part-Time Basis on the Canadian Gaming Business Specializing in Quebec

from S-8 1 page 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/ Susan Clemments Signature Susan Clemments Print Name General Services to Be Provided: Graphic Artist and Business Plan Writer. Advises US on Further Enhancing Our Corporate Image and Presentations

from S-8 1 page 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/ Marco Durante Signature Marco Durante Print Name General Services to Be Provided: Consults on a Part-Time Basis in Co-Ordinating Our Hardware Installations and Movement Throughout the United States