AMENDMENT NO. 1

                                       TO

                         STRATEGIC COOPERATION AGREEMENT





                  THIS AMENDMENT NO. 1 to STRATEGIC COOPERATION AGREEMENT

("Amendment No. 1"), dated as of this 8th day of June, 2001, is made and entered

into by and among eLOT, Inc., a Virginia corporation ("Parent"), eLOTTONET Inc.,

a Delaware corporation ("Buyer"), and PlasmaNet, Inc., a Delaware corporation

("Seller").



                                    RECITALS



                  WHEREAS, Parent, Buyer and Seller are the parties to the

Strategic Cooperation Agreement dated as of June 8, 2000 (the "Agreement");



                  WHEREAS, Seller has informed Parent that Seller has delivered

to Parent a total of 2.2 million unique users pursuant to Section 2.2 of the

Agreement through March 31, 2001 (the "Qualified Unique User Base");



                  WHEREAS, Seller and Parent wish to resolve the issue of the

number of unique users actually delivered to Parent by Seller and this Amendment

No. 1 shall hereby serve to resolve such issue;



                  WHEREAS, since the signing of the Agreement, the market price

of the Parent Common Stock has declined substantially, as has the value of

unique users in the advertising market place;



                  WHEREAS, the parties desire to enter into certain agreements

to, among other things, amend the Agreement to compensate Seller for delivering

the Qualified Unique User Base, recognize the current financial and economic

marketplaces and maximize the value of the Parent Common Stock;



                  NOW, THEREFORE, in consideration of the foregoing premises,

and the agreements and representations contained herein, the parties hereto

agree as follows:





                                    ARTICLE I



                                   DEFINITIONS



                  Capitalized terms used herein without definition shall have

the respective meanings assigned to those terms in the Agreement.

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                                      -2-



                                   ARTICLE II



                           AMENDMENTS TO THE AGREEMENT



                  2.1. Amendments to ARTICLE I of the Agreement.



                  (a) The definition of the term "Average Parent Stock Price"

set forth in the Agreement is hereby deleted in its entirety and replaced with

the following:



                  "Average Parent Stock Price" means the average (rounded to the

         nearest cent) of the volume weighted averages (rounded to the nearest

         cent) of the trading prices of the Parent Common Stock on the principal

         exchange or trading market of the Parent Common Stock, as reported by

         Bloomberg Financial Markets (or such other source as Parent and Seller

         shall agree) during period (i) beginning on April 1, 2001 and ending

         June 30, 2001, with respect to the June 30, 2001 Measurement Date and

         (ii) beginning July 1, 2001 and ending September 30, 2001 with respect

         to the September 30, 2001 Measurement Date.



                  (b) The definition of the term "Maximum Quarterly Unique User

Amount" set forth in the Agreement is hereby deleted in its entirety and

replaced with the following:



                  "Maximum Quarterly Qualified Unique User Amount" has the

meaning set forth in Section 2.2(d).



                  (c) The definition of the term "Measurement Date" set forth in

the Agreement is hereby deleted in its entirety and replaced with the following:



                  "Measurement Date" means each of June 30, 2001 and September

30, 2001.



                  (d) The definition of the term "Net Advertising Revenues" set

forth in the Agreement is hereby deleted in its entirety.



                  (e) The definition of the term "Previous High Number of Unique

Users" set forth in the Agreement is hereby deleted in its entirety and replaced

with the following:



                  "Previous High Number of Qualified Unique Users" means, with

         respect to (i) the June 30, 2001 Measurement Date, two million two

         hundred thousand (2,200,000) Qualified Unique Users and (ii) the

         September 30, 2001 Measurement Date, the greater of (a) the number of

         Qualified Unique Users provided by Seller and retained by Buyer as of

         the June 30, 2001 Measurement

{PAGE}   3

                                      -3-



         Date or (b) two million two hundred thousand (2,200,000) Qualified

         Unique Users.



                  (f) The definition of the term "Promissory Note" set forth in

the Agreement is hereby deleted in its entirety and the following definition is

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