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EXHIBIT 4.4




THE CONVERTIBLE DEBENTURE CONTRACT (DEBENTURE “B”) DATED JULY 2, 2002.



CONVERTIBLE DEBENTURE



	 	 	 
	July 2, 2002	 	
US$(amount)



THIS CONVERTIBLE DEBENTURE (this
“Debenture”) is executed and delivered, as of
July 2, 2002, by BINGO.COM, INC., a Florida corporation (the “Company”), as to
US$(amount) to (HOLDERS NAME) of (Holders
address) (the “Holder”).


WHEREAS, the Holder has agreed to make a loan to the Company in an amount of
US$(amount) on the terms and conditions set forth herein;


NOW THEREFORE, in consideration of the mutual agreements contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Holder hereby agrees as follows:


Section 1.     PROMISE TO PAY.


The Company promises to pay to the Holder an amount equal (amount in writing)
(U.S. $(amount)), together with simple interest at the fixed rate per annum
(the “Interest Rate”) of twelve percent (12%), with interest accruing and
payable on the outstanding principal amount of this Debenture, as further set
forth herein.


Section 2.     PAYMENT.


(a)     The Company shall pay the then outstanding principal amount of this
Debenture on July 2, 2006 in the manner set out in Section 2(b)(1). Interest
shall accrue on the principal amount from time to time outstanding under this
Debenture at the Interest Rate from the date hereof through July 2, 2004 (the
“Accrued Interest Payment Date”), but such accrued interest shall not be
payable until the Accrued Interest Payment Date. Thereafter, interest shall
accrue at the Interest Rate and be payable on the first business day (the
“Payment Date”) of each succeeding quarter through and including July 2, 2006
(each such payment date being referred to herein as a “Payment
Date”). All
principal, accrued but unpaid interest and any other amounts due hereunder
shall be due and payable at maturity on July 2, 2006.


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(b)(1)     The Company shall pay the accrued interest on the Accrued Interest
Payment Date and shall pay all other interest thereafter accrued, at the
Company’s option, in (i) cash in lawful money of United States of America, (ii)
common stock of the Company (“Company Common Stock”) or (iii) a combination of
both cash and Company Common Stock. Any amounts remaining unpaid on this
Debenture on the maturity date hereof, whether principal, interest or other
amounts due hereunder, shall be paid in full in cash or Company Common Stock on
such date. Any Company Common Stock delivered to the Holder in payment of this
Debenture as described above will be valued at $0.25 per share (“Valuation
Price”). The Company Common Stock is listed on the OTC Bulletin Board and the
Company shall take all reasonable steps to maintain such listing. Such Valuation
Price shall be equitably adjusted in the case of a Corporate Event (as
hereinafter defined) in the manner provided in paragraph (d) below.


(b)(2)     The Company hereby grants to the Holder an option pursuant to which the
Holders will have the right, but not the obligation, to elect, until the third
(3rd) anniversary of the date of this Debenture, to convert any or all of the
principal amount of this Debenture into shares of Company Common Stock at a
conversion price of $0.15 per share (the “Conversion Price”), exercisable by
written notice to the Company. Such Conversion Price shall be equitably adjusted
in the case of a Corporate Event (as hereinafter defined) in the manner
provided in paragraph (d) below.


(c)     In order to make any payments on this Debenture in Company’s Common Stock
as described above, the Company will take, until the date on which all
principal and interest on this Debenture is fully repaid, all actions necessary
or appropriate to reserve for issuance that number of shares of Company Common
Stock sufficient to permit the Company to fulfill its obligations under this
Debenture. If the Holder elects to (i) have the Company pay any portion of
accrued interest (as provided in subsection (b)(1) above), principal (upon
conversion) as provided for in subsection (b)(2) above on this Debenture or
(ii) exercise the Warrants (as defined below) by delivering shares of Company
Common Stock to the Holder, the Company shall promptly take all steps required
to cause the Holder to be issued a sufficient number of shares of Company’s
Common Stock.


(d)     If, at any time after the date hereof and prior to the date on which all
principal and interest on this Debenture is paid in full, the Company effects a
dividend or other distribution upon or in redemption of Company Common Stock
payable in Company Common Stock, other securities or other property, a
combination of outstanding shares of Company Common Stock into a smaller number
of shares of Company Common Stock, or any reorganization, split, exchange or
reclassification of Company’s Common Stock, or any consolidation or merger of
the Company with another corporation, or the sale of all or substantially all
of its assets to another corporation, in such a way that holders of outstanding
Company Common Stock shall be entitled to receive (either directly, or upon
subsequent liquidation) stock, securities or other property with respect to or
in exchange for Company Common Stock (any such event described in the foregoing
clauses being referred to as a “Corporate Event”), then as a condition of such
Corporate Event, lawful, appropriate, equitable and adequate provisions shall
be made to the terms of paragraphs (b) and (c) above whereby the Holder shall
thereafter be entitled to receive on each Payment Date (or, if applicable, the
Accrued Interest Payment Date) (under the same terms otherwise applicable to
its receipt of Company Common Stock), in lieu of or in addition to, as the case
may be, the payments specified in paragraphs (b) and (c) above, such cash,
stock, securities or other property which, when valued in a fair and equitable
manner consistent with the purposes and intent of this Debenture and when added
to the amounts being paid or Company Common Stock being issued on such Payment
Date (or, if applicable, the Accrued Interest Payment Date), discharges the
full amount of the accrued interest and principal (with respect to the maturity
date hereof) due on such date.


(e)     All payments due hereunder, whether made in the form of cash or
delivery of Company Common Stock, shall be made to the Holder’s address for
notices set forth below or at such other place as the Holder may designate to
the Company in writing.


Section 3.     VOLUNTARY PREPAYMENT.


The Company may prepay this Debenture in full or in part at any time, provided
that any such prepayment must be made in cash after providing notice to holder
of 10 working days, unless otherwise agreed to by the Holder.Early payments
under this Debenture shall not relieve the Company of its obligation to
continue to make regularly


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scheduled payments as required herein, but shall
instead reduce the principal balance due, and the Company may be required to
make fewer payments under this Debenture.


Section 4.     REPRESENTATIONS, WARRANTIES AND COVENANTS.


The Company represents, warrants and covenants to the Holder as of the date of
this Debenture:


(a)     Organization.
The Company is a corporation which is duly organized, validly
existing and in good standing under the laws of the State of Florida.


(b)     Authorization.
The Company’s execution, delivery and performance of this
Debenture has been duly authorized and does not conflict with, and will not
result in a violation of, or constitute or give rise to an event of default
under, the Company’s articles of incorporation or by-laws. Furthermore, the
execution, delivery and performance by the Company of this Debenture does not
conflict with, and will not result in a violation of, or constitute or give
rise to an event of default under any agreement or other instrument which may
be binding upon the Company or under any law or governmental regulation or
court decree or order applicable to the Company and/or its
properties. The Company has the power and authority to enter into the obligations evidenced by
this Debenture. The Company has the power and authority to own and to hold all
of its assets and properties and to carry on its business as presently
conducted. All consents and approvals required to be obtained in connection with
the execution and delivery of this Debenture and the Warrants have been
obtained.


(c)     Issued
Shares. All shares of Company Common Stock to be delivered to the
Holder pursuant to the terms of this Debenture, when issued and delivered in
accordance with the terms hereof, will be duly authorized, validly issued,
fully paid, nonassessable and free of any pre-emptive or similar rights.


(d)     Exchange Act
Reports. The Company has duly filed with the Securities and
Exchange Commission (the “SEC”) all reports, schedules, forms, statements and
other documents required to be filed by it under the Securities Exchange Act of
1934 (“Exchange
Act Reports”) since January 1, 1998. As of their respective dates, all such
Exchange Act Reports filed by the Company since such date complied in all
material respects with the requirements of the Securities Exchange Act of 1934
and the rules and regulations of the SEC promulgated thereunder applicable to
such Exchange Act Reports, and none of such Exchange Act Reports contained any
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.


(e)     Binding
Effect. This Debenture constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, except that such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
creditors’ rights generally and (ii) equitable principles that may limit the
availability of certain equitable remedies (such as specific performance) in
certain instances.


(f)     Warrants. The Company shall execute and deliver, on the date hereof, a
warrant agreement (the “Warrant Agreement”), a form of which is set forth as
Exhibit A hereto, providing for, among other things, the issuance to Holder of
warrants (the “Warrants”) to purchase ($(amount)x4) shares of Company Common
Stock at an exercise price of $0.25 per share. Such warrants shall be
exercisable for two years from the date of this Debenture.


The Company agrees that the foregoing representations, warranties and covenants
shall be continuing in nature and shall remain in full force and effect until
such time as this Debenture shall be paid in full. The Company agrees to notify
the Holder immediately of any breach by the Company of any representation,
warranty or agreement of the Company contained herein or should any
representation, warranty or agreement made herein become untrue or false at any
time. The Company further agrees to indemnify and hold the Holder harmless
against any breach by the Company of any representation, warranty or covenant
of the Company contained in this Debenture.


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Section 5.     REGISTRATION RIGHTS


(a)     At the Company’s sole expense (except for underwriting discounts and
commissions) the Company agrees to take all reasonable actions (including
preparing and filing with the SEC a registration statement (the “Registration
Statement”) on an annual basis and the prospectus forming a part thereof) as
may be necessary to have such registration statement declared effective by the
SEC at the earliest date practicable and to keep such registration statement
effective, and to comply with the provisions of the Securities Act of 1933 (the
“Securities Act”) and all applicable rules and regulations promulgated
thereunder in order to permit the Holder during such period to resell or
otherwise dispose of all of their Registered Shares (as defined below), without
further registration of the Registered Shares under the Securities Act;
provided that, before filing any such amendment or supplement, the Company will
furnish the Holder with copies of all such documents proposed to be filed and
will consider in good faith any written comments or suggested changes thereto
made by counsel designated by the Holder. Without limiting the generality of the
foregoing, the Company shall amend or supplement the Registration Statement to
increase the number of shares subject to resale by the Holder thereunder in the
event that the number of Registered Shares exceeds the number disclosed
thereunder as being available for resale by the Holder. “Registered Shares”
means all shares of Company Common Stock acquired by the Holder pursuant to the
terms of this Debenture (1) exercise of the conversion option by the Holder
with respect to the principal of this Debenture, (2) the Company’s election to
pay accrued interest in the form of shares of Company Common Stock or (3) upon
exercise of the Warrants.


(b)     Following any resale by the Holder of Registered Shares pursuant to the
Registration Statement, the Holder shall notify the Company of the number of
Registered Shares sold and the date thereof. Nothing herein shall be deemed to
require the Holder to notify the Company of any sale of Registered Shares
pursuant to Rule 144 and Regulations promulgated under the Securities Act, an
exemption from the registration requirements of the Securities Act or any other
means (other than pursuant to the Registration Statement).


(c)     The Company agrees to take all other reasonable steps to ensure that the
Holder’s resale of Registered Shares under the Registration Statement is
effected in accordance with the Securities Act and the regulations promulgated
thereunder, including:


(i)     promptly filing all Exchange Act Reports as may be necessary to update the
information relating to the Company included in the Registration Statement;


(ii)     promptly furnishing to the Holder such number of copies of such
Registration Statement, each amendment and supplement thereto, the prospectus
included in such Registration Statement and such other documents as the Holder
may reasonably request in order to facilitate the disposition of Registered
Shares;


(iii)     using its reasonable efforts to register or qualify the resales under
state securities or “blue sky” laws and taking any and all other acts that may
be necessary or advisable to enable the Holder to consummate such resales in
such jurisdictions, provided however, that the Company will not be required to
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph or subject itself to
taxation in any such jurisdiction; notifying the Holder, at any time when a
prospectus relating thereto is required to be delivered by the Holder under the
Securities Act in connection with a resale of Registered Shares, of the
occurrence of any event as a result of which the prospectus included in the
Registration Statement contains an untrue statement of a material fact or omits
any fact necessary to make the statements therein not misleading, and, at the
request of the Holder, preparing a supplement or amendment to such prospectus
or file an Exchange Act Report so that, as thereafter delivered to the
purchasers of such stock, such prospectus will not contain an untrue statement
of a material fact or omit to state any fact necessary to make the statements
therein not misleading;


(iv)     otherwise using its reasonable commercial efforts to comply with all
applicable rules and regulations of the SEC; and


(v)     in the event of the issuance of any stop order suspending the effectiveness
of the Registration Statement, or of any order suspending or preventing the use
of any related prospectus or suspending the qualification of any


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Company Common
Stock registered under such Registration Statement for sale in any
jurisdiction, using its reasonable commercial efforts promptly to obtain the
withdrawal of such order.


Section 6.     MERGER.


Notwithstanding any provision herein to the contrary, the Company shall not
consolidate or merge into or with any other person unless such person expressly
assumes all of the obligations of the Company under this Debenture.


Section 7.     DEFAULT.


The following actions and/or inactions shall constitute events of default under
this Debenture:


(a)     Default Under
This Debenture. Should the Company (i) default in the payment
of any installment of principal or interest as and within five (5) days of when
due, (ii) default in the payment of any other amount due under this Debenture
as and when due or (iii) default in the performance of any other covenant,
condition or agreement (including a Holder’s conversion option) contained in
this Debenture or the Warrant Agreements and such default shall remain
unremedied fifteen (15) days after the occurrence thereof.


(b)     Default in
Favor of Third Parties. Should the Company default under any
loan, extension of credit, security agreement, purchase or sales agreement or
any other agreement in favor of any other creditor or person that materially
impairs the ability of the Company to perform its obligations hereunder.


(c)     Insolvency. Should the suspension, failure or insolvency, however evidenced,
of the Company occur or exist.


(d)     Readjustment of
Indebtedness. Should proceedings for readjustment of
indebtedness, reorganization, bankruptcy, composition or extension under any
insolvency law be brought by or against the Company, unless, if brought against
the Company, such proceedings are dismissed within sixty (60) days after the
filing thereof.


(e)     Assignment for
Benefit of Creditors. Should the Company file proceedings for
a respite from or make a general assignment for the benefit of creditors.


(f)     Receivership.
Should a receiver of all or any material portion of the
property or assets of the Company be applied for or appointed.


(g)     Dissolution
Proceedings. Should proceedings for the dissolution or
appointment of a liquidator of the Company be commenced.


(h)     False
Statements. Should any representation, warranty or material statement
of the Company made in writing in connection with the obligations evidenced by
this Debenture prove to be incorrect or misleading in any material respect when
made.


Section 8.     HOLDERS’ RIGHTS UPON DEFAULT.


Should any one or more events of default occur or exist under this Debenture as
provided above, the Holder shall have the right, at his sole option, to
formally declare this Debenture to be in default and to accelerate the maturity
and insist upon immediate payment in full in cash of the principal balance then
outstanding under this Debenture plus accrued interest, together with
reasonable attorney’s fees, costs, expenses and other fees and charges as
provided herein, to be immediately due and payable, subject to the Companies
right of payment in Section 2(b)(1).


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Section 9.     WAIVERS.


The Company hereby waives presentment for payment, protest, notice of protest
and notice of nonpayment. The Company agrees that the Holders acceptance of
payment other than in accordance with the terms of this Debenture, or the
Holders subsequent agreement to extend or modify such repayment terms, or the
Holder’s failure or delay in exercising any rights or remedies granted to the
Holder, shall not have the effect of releasing the Company from its obligations
to the Holder. In addition, any failure or delay on the part of the Holder to
exercise any of the rights and remedies granted to the Holder shall not have
the effect of waiving any of the Holders’ rights and remedies. Any partial
exercise of any rights and/or remedies granted to the Holder shall furthermore
not be construed as a waiver of any other rights and remedies, it being the
Company’s intent and agreement that the Holders’ rights and remedies shall be
cumulative in nature. The Company further agrees that, should any event of
default occur or exist under this Debenture, any waiver or forbearance on the
part of the Holder to pursue the rights and remedies available to the Holder
shall be binding upon the Holder only to the extent that the Holder
specifically agrees to any such waiver or forbearance in writing. A waiver or
forbearance on the part of the Holder as to one event of default shall not be
construed as a waiver or forbearance as to any other event of default.


Section 10.     ATTORNEYS’ FEES.


If the Holder refers this Debenture to an attorney for collection, or files
suit against the Company to collect this Debenture, or if the Company files for
bankruptcy or other relief from creditors, the Company agrees to pay the
Holders’ reasonable attorneys’ fees. The Company shall not reimburse the Holder
for any fees or expenses of the Holders’ outside counsel incurred in connection
with the preparation, negotiation, execution and delivery of this Debenture.


Section 11.     NOTICES.


Any notice or demand which, by provision of this Debenture, is required or
permitted to be served by one party hereto to or on the other party hereto
shall be deemed to have been sufficiently given and served for all purposes (if
mailed) three (3) calendar days after being deposited, postage prepaid, in the
United States mail, registered or certified mail, or (if delivered by express
courier) one (1) business day after being delivered to such courier, or (if
delivered in person) the same day as delivery, in each case addressed (until
another address is given in writing by one party hereto to the other party
hereto) as follows:


If to the Company:



	 	 
	 	Bingo.com, Inc.

Suite 1405 — 1166 Alberni Street

Vancouver, BC

Canada, V6E 3Z3
	 	 
	If to the Holder:	 
	 	 
	 	(holders name)

(holders address)



Section 12.     GOVERNING LAW.


The Company agrees that this Debenture and the obligations evidenced hereby
shall be governed under the laws of the State of Florida.


Section 13.     SUCCESSOR AND ASSIGNS LIABLE.


The Company’s obligations and agreements under this Debenture shall be binding
upon the Company’s successors and permitted assigns. The rights and remedies
granted to the Holder under this Debenture shall inure to the benefit



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of the Holders’ respective successors and assigns, as well as to any subsequent holder
or holders of this Debenture and permitted assignees of the Warrants.


Section 14.     CAPTION HEADINGS.


     Caption headings of the sections of this Debenture are for convenience
purposes only and are not to be used to interpret or to define their
provisions. In this Debenture, whenever the context so requires, the singular
includes the plural and the plural also includes the singular.


Section 15.     SEVERABILITY.


If any provision of this Debenture is held to be invalid, illegal or
unenforceable by any court, that provision shall be deleted from this Debenture
and the balance of this Debenture shall be interpreted as if the deleted
provision never existed.


IN WITNESS WHEREOF, the Company and the Holder have each duly executed this as
of the date first written above.



	 	 	 
	 	COMPANY:
	 	 
	 	BINGO.COM, INC.
	 	 
	 	By:	 
	 	 	

        Name:

        Title:
	 	 
	 	 
	  	HOLDER:
	 	 
	  	By:	 
	 	 	

        Name:

        Title:



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