REGISTRATION RIGHTS AGREEMENT



         THIS REGISTRATION RIGHTS AGREEMENT, dated as of this 8th day of June

2000 (the "Agreement"), is made and entered into by and between eLOT, Inc., a

Virginia corporation ("Parent"), and PlasmaNet, Inc., a Delaware corporation

("Seller").



                                    Recitals



         WHEREAS, Parent, Buyer and Seller are parties to an Asset Purchase

Agreement, dated as of May 31, 2000 (the "Asset Purchase Agreement"); and



         WHEREAS, the execution and delivery of this Agreement by Parent is a

condition to Seller's obligations to effect the closing under the Asset Purchase

Agreement.



         NOW, THEREFORE, in consideration of the foregoing premises and the

agreements and representations contained herein, the parties hereto agree as

follows:



                                   ARTICLE I



                                  DEFINITIONS



         1.1  Terms Defined in Asset Purchase Agreement. Capitalized terms used

in this Agreement without definition shall have the respective meanings assigned

to such terms in the Asset Purchase Agreement.



         1.2  Definition of Terms. For purposes of this Agreement, the following

terms shall have the following meanings:



         "Agreement" has the meaning specified in the first paragraph of this

Agreement.



         "Asset Purchase Agreement" has the meaning specified in the Recitals to

this Agreement.



         "Buyer" means eLOTTONET, Inc., a Delaware corporation.



         "Parent" has the meaning specified in the first paragraph of this

Agreement.



         "Piggyback Notice" has the meaning specified in Section 2.1(a).



         "Piggyback Registration" has the meaning specified in Section 2.1(a).



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     "Registrable Securities" means shares of Parent Common Stock issued to

Seller as Purchase Shares, Initial Shares (as defined in the Strategic

Cooperation Agreement) or Subsequent Shares (as defined in the Strategic

Cooperation Agreement) excluding such shares to the extent they have been sold

or otherwise transferred by Seller or are eligible for sale under Rule 144

under the Securities Act without volume or manner of sale restrictions.



     "Securities Act" has the meaning specified in Section 2.1(a).



     "Seller" has the meaning specified in the first paragraph of this

Agreement.



     "Shelf Registration" has the meaning specified in Section 2.2(a).



     "Strategic Cooperation Agreement" means the Strategic Cooperation

Agreement of even date herewith among Parent, Buyer and Seller.





                                   ARTICLE II



                              REGISTRATION RIGHTS



     2.1  Piggyback Registrations.



          (a)  Right to Piggyback on Registrations. Whenever Parent proposes to

register any Parent Common Stock under the Securities Act of 1933, as amended

(the "Securities Act"), in an underwritten offering, Parent will give prompt

written notice (a "Piggyback Notice") to Seller and, subject to the limitations

contained in this Section 2.1(a) and Section 2.1(b), will include all

Registrable Securities with respect to which Parent has received written

request from Seller for inclusion therein within ten (10) business days after

the receipt of the Piggyback Notice (a "Piggyback Registration"). The right of

Seller to include its Registrable Securities in a Piggyback Registration

pursuant to this Section 2.1(a) shall be conditioned upon Seller's

participation in such underwriting and the inclusion of Seller's Registrable

Securities in such underwriting as provided herein. Seller shall, as a

condition to its participation in such underwritten offering, enter into an

underwriting agreement in customary form with the managing underwriter or

underwriters selected by Parent for such underwriting. If Seller disapproves of

the terms of any such underwriting, Seller may elect to withdraw therefrom by

written notice to Parent and the managing underwriter, delivered at least five

(5) business days prior to the effective date of the registration statement.



          (b)  Priority on Registrations. If the managing underwriters advise

Parent in writing that in their opinion the number of securities requested to

be included in a Piggyback Registration exceeds the number (if any) which can

be sold in such offering without adversely affecting the marketability of the

offering, Parent will include in such registration (i) first, the maximum

number of securities Parent proposes to sell which, in the opinion

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                                      -3-



of such underwriters, can be sold without adversely affecting the marketability

of the offering, and (ii) second, the maximum number of Registrable Securities

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