EXHIBIT 10.10
                            SUBSCRIPTION AGREEMENT
                              (Canadian Dollar)

TO:     NEWGIOCO GROUP, INC.
RE:     PURCHASE OF UNITS OF NEWGIOCO GROUP, INC.

Subject to the terms and conditions contained in this subscription agreement,
including the terms and conditions set forth in Schedule "A" hereto, the
undersigned (the "Purchaser"), hereby irrevocably subscribes for and agrees to
purchase the number of units (the "Units" or the "Purchased Securities") of
NEWGIOCO GROUP, INC. (the "Corporation") as set forth below at a purchase price
of CDN$1,000 per Unit (the "Purchase Price").

______________________________________
(Name of Purchaser - please print)

By: __________________________________
(Authorized Signature)

______________________________________
(Please print name of individual whose
signature appears above if different
than the name of the Purchaser printed
above.)

______________________________________
(Subscriber's Address)
______________________________________
(Telephone Number)
______________________________________
(Fax Number)
______________________________________
(Email Address)

                             Number of Units:     __________________________

                    Aggregate Purchase Price: CDN$__________________________

If the Purchaser is signing as finder
for a principal and the Purchaser is not
a trust company or a portfolio manager,
in either case, purchasing as trustee or
finder for accounts fully managed by it,
complete the following:
______________________________________
(Name of Principal)
______________________________________
(Principal's Address)

Register the Purchased Securities as set forth below:
______________________________________
(Name)
______________________________________
(Account reference, if applicable)
______________________________________
(Address)




                                      1
<PAGE>

Deliver the Purchased Securities as set forth below:
______________________________________
(Name)
______________________________________
(Account reference, if applicable)
______________________________________
(Contact Name)
______________________________________
(Address)
______________________________________
(Telephone Number)

The Purchased Securities form part of a larger offering of 1,800 Units by the
Corporation (the "Offering") to close on or about February 15, 2018 or such
other date mutually agreed between the Purchaser and the Corporation (the
"Closing Date"). The maximum Offering will result in gross proceeds to the
Corporation of CDN$1,800,000. The Corporation may, at its discretion, elect to
complete the Offering for proceeds of less than CDN$1,800,000 or less than 1,800
Units and in one or more tranches.

Each Unit is comprised of (i) a debenture of the Corporation in a principal
amount of CDN$1,000 with a term of two (2) years from the date of issuance (the
"Maturity Date") and bearing interest at the rate of ten (10%) percent per
annum (the "Debenture"), (ii) 250 common share purchase warrants of the
Corporation (the "Warrants") and (iii) 160 shares of restricted common stock
issued pursuant to an exemption under Rule 144 of the US Securities and Exchange
Act (the "Subscription Shares"). The whole or any part of the principal
amount of the Debenture plus any accrued and unpaid interest may be convertible
at the option of the debentureholder into common shares of the Corporation at a
price (the "Conversion Price") equal to the lessor of US$0.50 (U.S. Fifty
Cents) per share or the offering price per share of the proposed Initial Public
Offering of the Corporation's common stock on a Canadian stock exchange
("IPO Price") at any time up to the Maturity Date. The right of conversion
in the Debenture may be accelerated by the Corporation if the closing price of
the Corporation's common stock exceeds 200% of the Conversion Price for a
period of 20 trading days in a 30 day period at any time up to the Maturity Date
as more specifically set out in the Debenture. Each Warrant will entitle the
holder to acquire one (1) common share of the Corporation within twenty-four
(24) months from the Closing Date and each Warrant will have an exercise price
equal to the lessor of US$0.625 (U.S. Sixty-Two point five Cents) or 125% of the
IPO Price (the "Exercise Price"). The Warrant exercise may be accelerated by
the Corporation if the closing price of the Corporation's common stock exceeds
200% of the Exercise Price for a period of 20 trading days in a 30 day period at
any time up to the expiration date as more specifically set out in the Warrant
Certificate. The Terms and Conditions of Subscription for Units is attached
hereto as Schedule "A", the form of the Debenture is attached hereto as
Schedule "B", the form of Warrant is attached hereto as Schedule "C" and
the Accredited Investor Certificate is attached hereto as Schedule "D". All
dollar amounts referred to in this agreement are in Canadian dollars unless
otherwise noted.

ACCEPTANCE: The Corporation hereby (i) accepts the above subscription subject to
the terms and conditions contained in this subscription agreement; and (ii)
agrees that the Purchaser shall be entitled to rely on such representations and
warranties of the Corporation contained in the subscription agreement.

                                NEWGIOCO GROUP, INC.
Date:  February ____, 2018      Per:____________________________________
                                    Michele Ciavarella, Chief Executive Officer

                                      2
<PAGE>

                                 SCHEDULE "A"

                            TERMS AND CONDITIONS OF
                            SUBSCRIPTION FOR UNITS
                             NEWGIOCO GROUP, INC.

1.  Description of Debentures

The debenture forming part of the Purchased Securities (the "Debenture") shall
be governed by provisions of the Debenture of the Corporation, the form of which
is appended hereto as Schedule "B". The Debentures yield interest at the
rate of 10% per annum payable on maturity of the Debentures. The Debentures
mature two (2) years from the date of issue provided that the Corporation may
prepay all or any part of the Debenture prior to maturity without notice or
penalty, except that the Purchaser shall receive a minimum of five (5) months of
interest. The Debentures are unsecured obligations of the Company and shall rank
pari passu with each other. The principal amount and plus any accrued and unpaid
interest shall be convertible at the option of the holder at a price equal to
the lessor of US$0.50 (U.S. Fifty Cents) per share or the IPO Price per share at
any time up to the Maturity Date, which may be accelerated by the Corporation if
the closing price of the Corporation's common stock exceeds 200% of the
Conversion Price for a period of 20 trading days in a 30 day period at any time
up to the Maturity Date as more specifically set out in the Debenture.

2.  Description of Warrants

The warrants forming part of the Purchased Securities (the "Warrants") shall be
governed by the provisions of warrant certificates (the "Warrant Certificates")
of the Corporation, the form of which is appended hereto as Schedule "C".
Subject to the anti-dilution and other adjustment provisions contained in the
Warrant Certificates, each Warrant shall entitle the holder thereof to acquire
one common share of the Corporation at any time on or before 5:00 (Toronto time)
on the date that is twenty-four (24) months from the Closing Date (the "Warrant
Shares"). Each Warrant will have an exercise price equal to the lessor of
US$0.625 (U.S. Sixty-Two point five Cents) or 125% of the IPO Price (the
"Exercise Price"). The Warrant exercise may be accelerated by the Corporation if
the closing price of the Corporation's common stock exceeds 200% of the Exercise
Price for a period of 20 trading days in a 30 day period at any time up to the
expiration date as more specifically set out in the Warrant Certificate.

3.  Description of the Restricted Common Shares

None of the shares of common stock to which this subscription agreement relates
(the "Subscription Shares") have been registered under the United States
Securities Act of 1933, as amended (the "US Securities Act"), or any U.S. state
securities laws, and, unless so registered, none may be offered or sold,
directly or indirectly, in the United States or to U.S. persons (as defined
herein) except in accordance with the provisions of Regulation S under the US
Securities Act, pursuant to an effective registration statement under the US
Securities Act, or pursuant to an available exemption from, or in a transaction
not subject to, the registration requirements of the US Securities Act and in
each case only in accordance with applicable state securities laws.

4.  Acknowledgments re: Hold Periods and Resale Restrictions

The Purchaser on its own behalf and (if applicable) on behalf of others for whom
it is contracting hereunder, understands and acknowledges the following:



                                      3
<PAGE>

    (a) The Debentures, Warrants and Subscription Shares (collectively, the
        "Purchased Securities") are subject to statutory hold periods or resale
        restrictions and the Warrants forming part of the Purchased Securities,
        the Warrant Shares and the Subscription Shares and the shares issued on
        the conversion of the Debentures (Warrants, Warrant Shares,
        Subscription Shares and shares issued on conversion of the Debenture
        being collectively referred to herein as the "Underlying Securities")
        will be subject to statutory hold periods or resale restrictions;

    (b) The Purchaser, and (if applicable) others on whose behalf the Purchaser
        is contracting hereunder, have been advised to consult their own legal
        advisers in connection with any applicable statutory hold periods and
        resale restrictions relating to the Purchased Securities and the
        Underlying Securities and no representation has been made respecting
        applicable statutory hold periods or resale restrictions relating to
        such securities;

    (c) The Certificates representing the Purchased Securities and the
        Underlying Securities may be endorsed with a legend setting out resale
        restrictions under applicable securities legislation;

    (d) The Purchaser, and (if applicable) others on whose behalf the Purchaser
        is contracting hereunder, are solely responsible (and the Corporation is
        not in any way responsible) for compliance with applicable hold periods
        and resale restrictions, including without limitation the filing of any
        documentation and, if applicable, the payment of any fees with any
        applicable securities regulatory authority, and the Purchaser, and (if
        applicable) others on whose behalf the Purchaser is contracting
        hereunder, are aware that the Purchaser, and (if applicable) such
        others, may not be able to resell the Purchased Securities or the
        Underlying Securities, except in accordance with limited exceptions
        under applicable securities legislation and regulatory policies and the
        Purchaser and, if applicable, others on whose behalf the Purchaser is
        contracting hereunder, will not sell, resell or otherwise transfer the
        Purchased Securities or the Underlying Securities, except in compliance
        with applicable laws; and

    (e) No market currently exists for the Warrants and no liquid market may
        exist for the Underlying Securities.

5.  Delivery and Payment

Unless other arrangements are agreed by the Corporation, the following must be
delivered to your broker , not later than 5:00 p.m. (Toronto time) on the day
immediately preceding the Closing Date:

    (a) One signed copy of this subscription agreement with the relevant
        "accredited investor" certification completed in Schedule "D", as
        applicable;

    (b) The aggregate Purchase Price payable for the Purchased Securities by way
        of a certified cheque or bank draft payable to your broker; and

    (c) Such other documents as may be required pursuant to terms of this
        subscription agreement.





                                      4
<PAGE>

6.  Closing

This subscription is subject to acceptance by the Corporation, as described
below. A Debenture, a Warrant Certificate and a Common Shares Certificate
endorsed by the Corporation representing the Purchased Securities will be
available for delivery to the Purchaser in Toronto, Ontario, on the Closing Date
against payment of the aggregate Purchase Price for the Purchased Securities.

7.  Acceptance Subscription

This subscription may be accepted in whole only and the right is reserved to the
Corporation to refuse to accept any subscription. Confirmation of acceptance or
rejection of this subscription will be forwarded to the Purchaser promptly after
the acceptance or rejection of this subscription by the Corporation. If this
subscription is rejected, the Purchaser understands that any certified cheque,
bank draft, wire transfer or other method of payment delivered by the Purchaser
to the broker or the Corporation c/o the law firm of Beard Winter, LLP
representing the Purchase Price will be promptly returned to the Purchaser
without interest or deduction.

8.  Acknowledgments re: Prospectus Exemptions, etc.

The Purchaser acknowledges and agrees, on its own behalf and (if applicable) on
behalf of others for whom the Purchaser is contracting hereunder, that the sale
of the Purchased Securities to the Purchaser, or (if applicable) to such others,
is conditional upon, among other things, such sale being exempt from the
requirement to file a prospectus or deliver an offering memorandum in respect of
such sale or upon the issuance of such rulings, orders, consents or approvals as
may be required to permit such sale without complying with the requirement to
file a prospectus or deliver an offering memorandum.

The Purchaser also acknowledges and agrees, on its own behalf and (if
applicable) on behalf of others for whom it is contracting hereunder, that: (i)
the Purchaser, and (if applicable) such others have not received, requested or
been provided with, nor have any need to receive, a prospectus, offering
memorandum, sales or advertising literature or similar disclosure document
relating to the Offering and/or the business and affairs of the Corporation and
that the decision to enter into this subscription agreement and purchase the
Purchased Securities has not been based upon any verbal or written
representation as to fact or otherwise made by or on behalf of the Corporation
or any officer, director, employee or agent of the Corporation and that such
decision is based entirely upon the form of Debenture attached as Schedule "B"
and the form of Warrant Certificate attached as Schedule "C" to this
subscription agreement and information set out in this subscription agreement,
(ii) there has not been any advertisement of the Purchased Securities in printed
public media, radio, television or telecommunications, including electronic
display such as the Internet; and (iii) Beard Winter LLP is acting as counsel to
the Corporation and is not acting as counsel to the Purchasers of Purchased
Securities.

The Purchaser acknowledges that the Corporation may be required by law to
provide applicable securities regulatory authorities with a list setting forth
the identities of the beneficial purchasers of the Purchased Securities and the
Purchaser agrees to use its best efforts to comply with such laws, if required.

The Purchaser, on its own behalf and (if applicable on behalf of others for whom
the Purchaser is contracting hereunder, understands and acknowledges that: (i)
the Purchased Securities have not been nor will be registered under the United


                                      5
<PAGE>

States Securities Act of 1933, as amended (the "US Securities Act") nor any
applicable state securities laws and may not be offered or sold or re-offered or
resold, directly or indirectly, in the United States or to any United States
person (as defined in Regulation S under the U.S. Securities Act, a "U.S.
Person"), unless such securities have been registered under the U.S. Securities
Act, and any applicable state securities laws, or are otherwise exempt from such
registration; and (ii) certificates representing the Purchased Securities may
bear a legend to such effect.

9.  Conditions to Closing

The Purchaser acknowledges and agrees that as the Offering will not be qualified
by a prospectus, the Offering is subject to the condition that the Purchaser, or
(if applicable) others for whom the Purchaser is contracting hereunder, execute
and return to the Corporation, as applicable, all relevant documentation
required by applicable securities legislation, regulations, rules and policies.

10. Representations, Warranties and Covenants of the Purchaser

The Purchaser, on its own behalf and (if applicable) on behalf of others for
whom the Purchaser is contracting hereunder, represent, warrant and covenant to
and with the Corporation (and acknowledges that the Corporation, and its counsel
are relying thereon) as follows:

    (a) Jurisdiction of Residence - the Purchaser, or (if applicable) any
        beneficial purchaser for whom the Purchaser is contracting hereunder, is
        resident in the jurisdiction set forth on the first page of this
        agreement and the purchase by and sale to the Purchaser, or any such
        beneficial purchaser, of the Purchased Securities is being made in
        accordance with the applicable securities legislation of such
        jurisdiction;

    (b) Prospectus Exempt Purchase - Canadian Purchaser - if the Purchaser or
        (if applicable) any beneficial purchaser for whom the Purchaser is
        contracting hereunder, is resident in a province of Canada or is
        otherwise subject to the securities laws of a province of Canada, the
        Purchaser, on its own behalf and (if applicable) on behalf of any such
        beneficial purchaser makes the representations, warranties and covenants
        set out in Schedule "D", to this subscription agreement, as applicable,
        with the Corporation and the Purchaser, and (if applicable) any such
        beneficial purchaser, may avail itself of one or more of the categories
        of prospectus exempt purchasers listed in Schedule "D";

    (c) Agent Purchasing for Principal(s) - if the Purchaser is acting as agent
        for one or more beneficial purchasers: (i) each such beneficial
        purchaser is purchasing as principal for its own account and not for the
        benefit of any other person; and (ii) each such principal can, and does,
        make the representations, warranties and covenants set out herein as are
        applicable to such principal by virtue of its jurisdiction of residence
        or by virtue of it being subject to the applicable securities
        legislation of such jurisdiction, and (if applicable) any beneficial
        purchaser for whom the Purchaser is contracting hereunder, acknowledges
        that such schedule forms part of and is incorporated into this
        subscription agreement;

    (d) Capacity - (i) if the Purchaser, or (if applicable) any beneficial
        purchaser for whom the Purchaser is contracting hereunder, is an
        individual, the Purchaser, or such beneficial purchaser, as the case may


                                      6
<PAGE>

        be, has attained the age of majority and is legally competent to execute
        this subscription agreement and to perform all actions required pursuant
        hereto; (ii) if the Purchaser, or any beneficial purchaser for whom the
        Purchaser is acting, is a corporation, partnership, unincorporated
        association or other entity, the Purchaser, or such beneficial
        purchaser, as the case may be, has the legal capacity and competence to
        enter into and be bound by this subscription agreement and to take all
        actions required pursuant thereto and the Purchaser further certifies
        that all necessary approvals of directors, shareholders or otherwise
        have been given and obtained;

    (e) Authority - (i) if the Purchaser is acting as agent for one or more
        beneficial purchasers, the Purchaser is duly authorized to execute and
        deliver this subscription agreement and all other necessary
        documentation in connection with such subscription on behalf each such
        principal and this subscription agreement has been duly authorized,
        executed and delivered by the Purchaser on behalf of each such
        principal; and (ii) the entering into of this subscription agreement and
        the completion of the transactions contemplated herein will not result
        in the violation of any of the terms and provisions of any law
        applicable to, or the constating documents of, the Purchaser or of any
        beneficial purchaser for whom the Purchaser is acting or of any
        agreement, written or oral, to which the Purchaser or any beneficial
        purchaser for whom the Purchaser is acting is a party or by which the
        Purchaser or such beneficial purchaser is bound;

    (f) Enforceability - this subscription agreement has been duly and validly
        authorized, executed and delivered by the Purchaser (on its own behalf
        and, if applicable, on behalf of any beneficial purchaser) and, upon
        acceptance by the Corporation this subscription agreement will
        constitute a legal, valid and binding contract of the Purchaser, or (if
        applicable) any beneficial purchaser for whom the Purchaser is acting,
        enforceable against the Purchaser, or (if applicable) any such
        beneficial purchasers, in accordance with its terms;

    (g) Purpose - If the purchaser is not an individual, the Purchaser has not
        been created solely or primarily to use exemptions from the registration
        and prospectus exemptions under applicable securities legislation and
        has a pre-existing purpose other than to use such exemptions;

    (h) No Representation re: Resale, Refund, Future Price or Listing - no
        person has made any written or oral representation to us:

        (i)     That any person will resell or repurchase the Purchased
                Securities;
        (ii)    That any person will refund the Purchaser Price other than as
                may be provided in this subscription agreement; or
        (iii)   Relating to the future price or value of the Purchased
                Securities;

    (i) Investment Experience - the Purchaser, or (if applicable) any beneficial
        purchaser for whom the Purchaser is contracting hereunder, has
        knowledge and experience with respect to investments of this type and
        the Purchaser, or (if applicable) any such beneficial purchaser, is
        capable of evaluating the merits and risks thereof and obtaining
        competent independent business, legal and tax advice regarding this
        investment;



                                      7
<PAGE>

    (j) Proceeds of Crime - The funds representing the subscription amount which
        will be advanced by the Purchaser, or (if applicable) any beneficial
        purchaser for whom the Purchaser is contracting hereunder, to the
        Corporation hereunder will not represent proceeds of crime for the
        purposes of the Proceeds of Crime (Money Laundering) Act (Canada) (the
        "PCMLA") and the Purchaser, or (if applicable) any beneficial purchaser
        for whom the Purchaser is contracting hereunder, acknowledges that the
        Corporation may in the future be required by law to disclose the
        Purchaser's, or (if applicable) any beneficial purchaser for whom the
        Purchaser is contracting hereunder, name and other information relating
        to this Subscription Agreement and the Purchaser's, or (if applicable)
        any beneficial purchaser for whom the Purchaser is contracting
        hereunder, subscription hereunder, on a confidential basis, pursuant to
        the PCMLA. To the best of its knowledge (a) no portion of the
        subscription amount to be provided by the Purchaser, or (if applicable)
        any beneficial purchaser for whom the Purchaser is contracting
        hereunder, (i) has been or will be derived from or related to any
        activity that is deemed criminal under the law of Canada, the United
        States, or any other jurisdiction, or (ii) is tendered on behalf of a
        person or entity who has not been identified to the Purchaser, or (if
        applicable) any beneficial purchaser for whom the Purchaser is
        contracting hereunder. The Purchaser, or (if applicable) any beneficial
        purchaser for whom the Purchaser is contracting hereunder, shall
        promptly notify the Corporation if the Purchaser, or (if applicable)
        any beneficial purchaser for whom the Purchaser is contracting
        hereunder, discovers that any of such representations ceases to be
        true, and to provide the Corporation with appropriate information in
        connection therewith; and

    (k) Additional Filings - The Purchaser, or (if applicable) any beneficial
        purchaser for whom the Purchaser is contracting hereunder, shall
        execute, deliver, file and otherwise assist the Corporation with filing
        all documentation required by the applicable securities laws and any
        other applicable securities legislation to which the Purchaser, or (if
        applicable) any beneficial purchaser for whom the Purchaser is
        contracting hereunder, may be subject, within the time limits
        prescribed to permit the subscription for and issuance of, the Units
        and thereafter for any subsequent exchange thereof.

The Purchaser acknowledges that the representations, warranties and covenants
made by the Purchaser in this Subscription Agreement are made by the Purchaser
with the intent that they may be relied upon by the Corporation and its counsel
to, among other things, determine the eligibility of the Purchaser, or (if
applicable) the eligibility of others on whose behalf the Purchaser is
contracting hereunder, to purchase the Purchased Securities under relevant
securities legislation including, without limitation, the availability of
exemptions from the registration and prospectus requirements of applicable
securities legislation in connection with the issuance of the Purchased
Securities to the Purchaser. The Purchaser further agrees that by accepting the
Purchased Securities on the Closing Date the Purchaser shall be representing and
warranting that such representations, warranties and covenants are true as at
the Closing Date, with the same force and effect as if they had been made by the
Purchaser on such date. The Purchaser undertakes to immediately notify the
Corporation of any change in any statement or other information relating to the
Purchaser or others on whose behalf the Purchaser is contracting set forth
herein that takes place prior to Closing.




                                      8
<PAGE>

11. Representations, Warranties and Covenants of the Corporation

The Corporation hereby represents, warrants and covenants to the Purchaser
(and/or to any others on whose behalf the Purchaser is contracting hereunder),
that as of the date of this Subscription Agreement and as of the Closing Date:

    (a) The Corporation is a valid and subsisting corporation duly incorporated
        and in good standing under the laws of its jurisdiction of
        incorporation;

    (b) The Corporation will reserve and set aside a sufficient number of
        authorized and unissued Common Shares of the Corporation to issue to
        the Purchaser the Common Shares issuable in connection with the
        exercise of the Warrants and such Common Shares will, when issued and
        delivered upon such exercise, be duly and validly issued as fully paid
        and non-assessable shares of the Corporation;

    (c) This Subscription Agreement and the Offering have been duly authorized
        by all necessary corporate action on the part of the Corporation and
        constitute valid obligations of the Corporation legally binding upon it
        and enforceable in accordance with its terms;

    (d) The Corporation has all requisite corporate power and authority to carry
        on its business as now and proposed to be carried on and to own, lease
        and operate its material properties, business and assets, or the
        interests therein;

    (e) The Corporation is not a party to any actions, suits or proceedings
        which could have a material adverse effect on the assets, liabilities,
        financial condition, business, capital or prospects of the Corporation
        and, to the best of the Corporation's knowledge, no such actions, suits
        or proceedings are pending or threatened.

12. Acknowledgment and Waiver

The Purchaser, on its own behalf and/or on behalf of others for whom the
Purchaser is contracting hereunder, has acknowledged that the decision to
purchase the Purchased Securities was made solely on the basis of publicly
available information. Accordingly, the decision to acquire the Purchased
Securities has also been made on the basis of currently available public
information.

13. Survival

This Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the Corporation and the undersigned for a
period of two (2) years from the Closing Date notwithstanding the completion of
the purchase of the Purchased Securities.

14. Governing Law

This Subscription Agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario and the laws of Canada applicable
therein. The Purchaser, on its own behalf and (if applicable) on behalf of
others for whom the Purchaser is contracting hereunder, hereby irrevocably
attorn to the jurisdiction of the courts of the Province of Ontario with respect
to any matters arising out of this agreement.


                                      9
<PAGE>

15. Costs

All costs and expenses incurred by the Purchaser (including any fees and
disbursements of any counsel retained by the Purchaser) relating to its purchase
of the Purchased Securities shall be borne by the Purchaser.

16. Assignment

This Subscription Agreement is not transferable or assignable, in whole or in
part, by the Purchaser or (if applicable) by others on whose behalf the
Purchaser is contracting hereunder.

17. Entire Agreement and Headings

This Subscription Agreement (including the schedules hereto) contains the entire
agreement of the parties hereto relating to the subject matter hereof and there
are no representations, covenants or other agreements relating to the subject
matter hereof except as stated or referred to herein. This agreement may only be
amended or modified in any respect by written instrument only. The headings
contained herein are for convenience only and shall not effect the meanings or
interpretation hereof.

18. Language

The parties hereto confirm their express wish that this agreement and all
documents and agreements directly or indirectly relating thereto be drawn up in
the English language. Les parties reconnaissent leur volonte expresse que la
presente convention, ainsi que tous les documents et contrats qui s'y
rattachent, directement ou indirectment, soient rediges en anglais.

19. Time of Essence

Time shall be of the essence of this Subscription Agreement.

20. Currency

Unless otherwise specified, all dollar amounts referred to in this Subscription
Agreement are in Canadian dollars.

21. Counterparts and Facsimile Deliveries

This Subscription Agreement may be executed in one or more counterparts, each of
which counterparts when executed shall constitute an original and all of which
counterparts so executed shall constitute one and the same instrument. The
Corporation shall be entitled to rely on delivery of a facsimile copy of this
Subscription Agreement, including the completed schedules attached hereto, and
acceptance by the Corporation of any such facsimile copy shall be legally
effective to create a valid and binding agreement between the parties hereto in
accordance with the terms hereof.

22. Consent to Collection and Use of Personal Information

The Purchaser acknowledges that this subscription agreement requires the
Purchaser to provide certain personal information to the Corporation ("Personal
Information"). Such information is being collected by the Corporation for the
purposes of completing the proposed issuance of the Units, which includes,
without limitation, determining the Purchaser's eligibility to purchase the
Units under applicable securities laws, preparing and registering certificates
representing the Underlying Securities and completing filings required by the

                                     10
<PAGE>

securities commissions, and/or other securities regulatory authorities. The
Purchaser agrees that the Purchaser's Personal Information may be disclosed by
the Corporation to: (a) securities commissions and/or other securities
regulatory authorities, (b) the Corporation's registrar and transfer agent, and
(c) any of the other parties involved in this subscription, including legal
counsel, and may be included in record books in connection with this
subscription. In the case of such information is being collected indirectly by
them for the purpose of the administration and enforcement of the applicable
securities laws and the Purchaser authorizes the indirect collection of such
information by them. The Purchaser consents to the foregoing collection, use and
disclosure of the Purchaser's Personal Information by the securities
commissions, the TSX Venture Exchange and/or other securities regulatory
authorities. The title, business address and business telephone number of the
public official in Ontario who can answer questions about the Ontario Securities
Commission's indirect collection of the information is the Administrative
Assistant to the Director of Corporate Finance, Telephone (416) 593-8086,
Ontario Securities Commission, Suite 1903, Box 5520 Queen Street West, Toronto,
Ontario M5H 3S8.

23. Risk Factors

Purchase of Debentures pursuant to this Offering should only be made after
consulting with independent and qualified sources of investment and tax advice.
Investment in the Debentures at this time is speculative due to the stage of the
Corporation's development. An investment in Debentures is appropriate only for
Subscribers who are prepared to invest money for two (2) years and who have the
capacity to absorb a loss of some or all of their investment. Subscribers must
rely on management of the Corporation. Any investment in the Corporation at this
stage involves a high degree of risk. The following additional risk factors are
inherent in an investment in the Debentures:

    1.  Redemptions:  There can be no assurance that if additional funding is
        required by the Corporation to redeem any or all of the Debentures on
        maturity, that such financing will be available on terms satisfactory
        to the Corporation, or at all. If the Corporation does not have
        sufficient funds on hand to redeem any or all of the Debentures and its
        assets do not mature or cannot be sold quickly enough, it will not be
        able to redeem any or all of the Debentures on maturity.

    2.  Debentures have no security:  The Debentures offered pursuant to this
        Offering Memorandum are unsecured obligations and will rank pari passu
        among themselves and subordinate to all secured obligations of the
        Corporation.

    3.  Tax Consequences:  The tax consequences associated with an investment in
        the Debentures may be subject to changes in federal and provincial tax
        laws. There can be no assurance that the tax laws will not be changed
        in a manner that will adversely affect tax consequences to Subscribers
        holding or disposing of the Debentures.

    4.  No Right to Vote:  Bondholders will have no right to vote on matters
        relating to the Corporation. Exclusive authority and responsibility for
        managing the Corporation rests with management of the Corporation and
        those persons, consultants and advisors retained by management on
        behalf of the Corporation. Accordingly, Subscribers should appreciate
        that they will be relying on the good faith, experience, expertise and
        ability of the directors and officers of the Corporation and other
        parties for the success of the business of the Corporation.


                                     11
<PAGE>

    5.  Systemic Risk: Credit risk may arise through a default by one of several
        large institutions that are dependent on one another to meet their
        liquidity or operational needs, so that a default by one institution
        causes a series of defaults by the other institutions. This is
        sometimes referred to as a "systemic risk" and may adversely affect
        financial intermediaries, such as clearing agencies, clearing houses,
        banks, securities firms and exchanges, with which the Corporation
        and/or the other parties that may have impact on the Debentures
        interact on a daily basis.

    6.  Limited History:  The Corporation has limited operational history.
        Accordingly, there is limited information available to a Subscriber
        upon which to base an evaluation of the Corporation and its business
        and prospects. The Corporation is in the early stages of its business
        and therefore is subject to the risks associated with early stage
        companies, including uncertainty of revenues, markets and
        profitability, the need to raise additional funding, the evolving and
        unpredictable nature of the Corporation's business and the ability to
        identify, attract and retain qualified personnel. There can be no
        assurance that the Corporation will be successful in doing what it is
        required to do to overcome these risks. No assurance can be given that
        the Corporation's business activities will be successful.

    7.  Illiquid Investment:  An investment in the Bond of the Corporation is an
        illiquid investment. There is currently no public market through which
        the Bond of the Corporation may be resold.

    8.  No Deposit Insurance:  The Debentures are not insured against loss
        through the Canada Deposit Insurance Corporation or any other insurance
        company or program.

    9.  No Independent Counsel:  No independent counsel has been retained on
        behalf of the Subscribers; and no independent counsel has conducted any
        due diligence and reviewed the structure and the documentation of the
        Offering on their behalf to assess potential issues and risks for
        Debenture Holders.

    10. Competitive Industry:  The regulated gaming industry in Italy in which
        the Corporation operates is, and will continue to be, very competitive.
        There is no assurance that the Corporation will be able to continue to
        compete successfully or that the level of competition and pressure on
        pricing will not affect its margins.

    11. General Market Risk:  The Corporation and its affiliates may be
        adversely affected by a general deterioration in economic conditions or
        a deterioration affecting specific industries, products or geographies:
        A recession or downturn in the economy or the deterioration in the
        economic conditions affecting specific industries, geographic locations
        and/or products could make it difficult for the Corporation and its
        affiliates to originate new business and maintain existing business.

    12. Liquidity Risk:  If the Corporation requires new capital, it may need to
        raise additional funds. If it is unable to raise such capital, it would
        need to curtail its growth and its business, and its ability to service
        or redeem Debentures could be adversely impacted.

In addition, a Subscriber should refer to the section entitled "Risk Factors" in
the most recent Form 10-K filing of the Corporation and any amendments thereto
which are available at www.sec.gov/archives/edgar/data.

                                     12
<PAGE>

                                  SCHEDULE "B"
                                   DEBENTURE

















                                                           No. D-____________


                               NEWGIOCO GROUP, INC.


                  Convertible Debenture due February ____, 2020

                          Convertible into Common Shares
                             of Newgioco Group, Inc.

                Holder:         ______________________________
                Amount:         ______________________________
                Commencement Date:  February ____, 2018


























                                     13
<PAGE>

                              TABLE OF CONTENTS
ARTICLE 1 - INTERPRETATION                                                    16
    Section 1.1     Definitions                                               16
    Section 1.2     Interpretation not Affected by Headings, etc.             17
    Section 1.3     Deemed Notice of Debenture                                17
    Section 1.4     Applicable Law                                            17
    Section 1.5     Accounting Terms                                          18
    Section 1.6     Day not a Business Day                                    18
    Section 1.7     Currency                                                  18

ARTICLE 2 - THE DEBENTURE                                                     18
    Section 2.1     Terms, Form and Denomination of Debenture                 18
    Section 2.2     Certification by Company                                  18
    Section 2.3     Replacement of Debenture                                  18
    Section 2.4     Payment of Principal and Interest                         19
    Section 2.5     Ownership of Debenture                                    19
    Section 2.6     Redemption of Debenture                                   19
    Section 2.7     Redemption Price                                          19
    Section 2.8     Places of Payment                                         19
    Section 2.9     Notice of Redemption                                      19
    Section 2.10    Cancellation of Retired Debentures                        20

ARTICLE 3 - NO SECURITY                                                       20
    Section 3.1     No Security                                               20

ARTICLE 4 - DEFAULT AND ENFORCEMENT                                           20
    Section 4.1     Events of Default                                         20
    Section 4.2     Acceleration of Default                                   20
    Section 4.3     Enforcement of Security                                   21
    Section 4.4     Holder not Obliged to Institute Proceedings               22
    Section 4.5     Application of Proceeds of Realization                    22
    Section 4.6     Rights and Remedies Cumulative                            22

ARTICLE 5 - CONVERSION OF DEBENTURES INTO COMMON SHARES                       23
    Section 5.1     Conversion into Common Shares                             23
    Section 5.2     Manner of Exercise of Right to Convert into
                    Common Shares                                             23
    Section 5.3     Partial Conversion                                        24
    Section 5.4     Adjustment of Conversion Basis                            24
    Section 5.5     No Requirement to Issue Fractional Shares                 27
    Section 5.6     Certificate as to Adjustment                              27
    Section 5.7     Notice of Special Matters                                 28
    Section 5.8     Company to Reserve Shares                                 28
    Section 5.9     Cancellation of Converted Debentures                      28
    Section 5.10    Conversion of Legended Debentures                         28

ARTICLE 6 - PARTICULAR COVENANTS OF THE COMPANY                               28
    Section 6.1     Payment of Principal and Interest                         28
    Section 6.2     To Carry On Business                                      28

ARTICLE 7 - SATISFACTION AND DISCHARGE                                        28
    Section 7.1     Cancellation and Destruction                              28
    Section 7.2     Payment Set Aside in Trust                                28
    Section 7.3     Release from Covenants                                    29

ARTICLE 8 - SUCCESSOR COMPANIES                                               29
    Section 8.1     Certain Requirements                                      29
    Section 8.2     Vesting of Powers in Successor                            29

ARTICLE 9 - MISCELLANEOUS                                                     29
    Section 9.1     Notice to the Holder and to the Company                   29
                                     14
<PAGE>

This Debenture has not been and will not be qualified under the Securities Act
(Ontario) or under applicable securities laws in any other province or territory
of Canada, and may not be offered or sold in Canada or to, or for the account or
benefit of, a resident of Canada except in certain transactions exempt from the
prospectus and registration requirements of applicable securities laws therein.
This Debenture has not been registered under the U.S. Securities Act of 1933 or
the securities laws of any state of the United States and cannot be offered,
sold, pledged or otherwise transferred or assigned in the United States or to a
resident of the United States unless an exemption from such registration
requirements is available. This Debenture has not been and will not be qualified
for sale or registered under the laws of any other jurisdiction and any
transferee should refer to the securities laws of any jurisdiction applicable to
them.


                             NEWGIOCO GROUP, INC.
            (incorporated under the laws of the State of Delaware)

No. D-__________                                             $__________________

                     Debenture due February ____, 2020

NEWGIOCO GROUP, INC. (hereinafter referred to as the "Company"), FOR VALUE
RECEIVED, hereby promises to pay to ________________________ (the "Holder"),
subject to the provisions hereof (the provisions hereof are hereinafter
collectively referred to as the "Debenture"), on February ____, 2020, or on such
other date as the principal amount hereof may become due in accordance with the
provisions of the Debenture, on presentation and surrender of this Debenture,
the sum of _________________________ (CDN$____________) Canadian Dollars and,
subject to the provisions of this Debenture, to pay interest on the principal
amount hereof at the rate of ten (10%) per cent per annum on the Maturity Date
(as hereinafter defined), which interest shall be payable before as well as
after maturity and both before and after default and judgment, with interest on
amounts in default at the same rate, and with no compounding of interest all in
accordance with the terms and conditions hereof.

























                                     15
<PAGE>

                          ARTICLE 1 - INTERPRETATION

Section 1.1     Definitions.  In this Debenture, unless there is something in
the subject matter or context inconsistent therewith:

"Applicable Laws" means the laws applicable to the Company at any relevant time;

"Business Day" means a day on which banks are open for business in Toronto,
Ontario other than a Saturday, Sunday or civic or statutory holiday in Toronto,
Ontario;

"Commencement Date" means the effective date of original issue of this
Debenture, being February ____, 2018;

"Common Shares" means the shares in the capital stock of the Company designated
as common shares in the Company Articles with the voting rights attached thereto
of one (1) vote for each issued and outstanding common share, as such shares
exist at the commencement of business on the Commencement Date; provided that in
the event of a subdivision, redivision, reduction, combination, consolidation,
reclassification or other changes thereof, or successive such subdivisions,
redivisions, reductions, combinations, consolidations, reclassifications or
other changes, then, subject to adjustments, if any, having been made in
accordance with the provisions of Article 5 hereof, "Common Shares" shall
thereafter mean the shares resulting from such subdivision, redivision,
reduction, combination, consolidation, reclassification or other change;

"Company" means Newgioco Group, Inc. and every Successor Corporation which shall
have complied with the provisions of Article 8;

"Company Articles" means the Certificate of Incorporation of the Company and any
amendments thereof;

"Conversion Basis" means, at any relevant time, the number of Common Shares
which may be obtained upon the conversion of this Debenture pursuant to Section
5.1, as adjusted up to that time in accordance with Section 5.4;

"Conversion Price" means, at any relevant time, the price per Common Share at
which the Holder may obtain Common Shares upon the conversion of this Debenture
pursuant to Section 5.1, being at a price equal to the lessor of US$0.50 (U.S.
Fifty Cents) per share or the IPO Price per share at any time up to the Maturity
Date, which may be accelerated by the Corporation if the closing price of the
Corporation's common stock exceeds 200% of the Conversion Price for a period of
20 trading days in a 30 day period at any time up to the Maturity Date as more
specifically set out in the Section 5.1(2);

"Conversion Ratio" means the number of Common Shares received on the conversion
of the whole or part of this Debenture pursuant to the Conversion Price;

"Corporate Reorganization" means, in respect of a corporation, any transaction
whereby all or substantially all of its undertaking, property and assets would
become the property of any other Person whether by way of arrangement,
reorganization, consolidation, amalgamation, merger, transfer, sale, continuance
into any other jurisdiction of incorporation or otherwise;

"Date of Conversion" has the meaning attributed thereto in subsection 5.2(2);

"Debenture" means this Debenture due February ____, 2020 of the Company;



                                     16
<PAGE>

"Director" means a director of the Company for the time being and "Directors"
means the board of directors of the Company or, if duly constituted and whenever
duly empowered, the executive committee of the board of directors of the Company
for the time being, and reference to action by the directors means action by the
directors of the Company as a board or action by the said executive committee as
such committee;

"Event of Default" has the meaning attributed thereto in Section 4.1;

"IPO" means the price of the common shares of Newgioco offered for sale under
the initial public offering of the Corporation on a Canadian stock exchange;

"Maturity Date" means February ____, 2020;

"Offering" means the offering of 1,800 Units by the Company to close on or about
February 15, 2018 which may result in gross proceeds to the Company of
CDN$1,800,000 with each such Unit being comprised of (i) a debenture of the
Corporation in a principal amount of CDN$1,000 with a term of two (2) years from
the date of issuance (the "Maturity Date") and bearing interest at the rate of
ten (10%) percent per annum (the "Debenture"), (ii) 250 common share purchase
warrants of the Corporation (the "Warrants") and (iii) 160 shares of restricted
common stock issued pursuant to an exemption under Rule 144 of the US Securities
and Exchange Act (the "Common Shares").

"Person" means any individual, partnership, limited partnership, joint venture,
syndicate, sole proprietorship, company or corporation with or without share
capital, unincorporated association, trust, trustee, estate trustee, or other
legal personal representative or other entity howsoever designated or construed;

"Redemption Price" has the meaning attributed thereto in Section 2.7;

"Specified Number of Common Shares" means the number of Common Shares that
results on the conversion of the whole or any part of the Debenture into Common
Shares pursuant to the Conversion Price;

"Successor Corporation" means any corporation continuing from and which acquires
all or substantially all of the undertaking, property and assets of the Company
pursuant to any Corporate Reorganization;

"Transfer Agent" means the law firm of Beard Winter LLP with its office situate
at 130 Adelaide Street West, Suite 701, Toronto, Ontario, or such other transfer
agent as the Company may, from time to time, appoint with respect to the
Debenture by giving written notice to the Holder, as herein provided.

Section 1.2     Interpretation not Affected by Headings, etc.  The division of
this Debenture into Articles, sections, subsections and clauses, and the
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation hereof.

Section 1.3     Deemed Notice of Debenture.  The Holder of this Debenture, and
all Persons claiming through or under such Holder, shall be deemed to have
notice of, and shall be bound by, the provisions of this Debenture.

Section 1.4     Applicable Law.  This Debenture shall be governed by and
construed in accordance with the laws of the Province of Ontario and the laws of
Canada applicable therein without reference to any conflicts of law provisions
and shall be treated in all respects as an Ontario contract.



                                     17
<PAGE>

Section 1.5     Accounting Terms.  All accounting terms which are not
specifically defined herein shall be construed in accordance with Canadian
generally accepted accounting principles consistently applied.

Section 1.6     Day not a Business Day.  If any day on or before which any
action is required or permitted to be taken hereunder is not a Business Day,
then such action shall be required or permitted to be taken on or before the
requisite time on the next succeeding day that is a Business Day.

Section 1.7     Currency and Conversion.  Except where otherwise stated, all
references to currency herein are expressed in Canadian Dollars. For the
purposes of converting US dollars into Canadian dollars as required for the
purposes of this Debenture, the daily exchange rate as published on the Bank of
Canada website on the date of conversion of the Debenture or other applicable
date shall be used for this purpose.


                            ARTICLE 2 - THE DEBENTURE

Section 2.1     Terms, Form and Denomination of Debenture.

    (a) This Debenture shall be designated as a "Debenture due February ____,
        2020".

    (b) The outstanding principal amount of this Debenture shall bear interest
        from and including the Commencement Date to but excluding the Maturity
        Date, as applicable, at the rate of ten (10%) per cent per annum with
        no compounding of interest payable on the Maturity Date, provided that
        the Company may prepay at anytime the whole or any part of this
        Debenture in accordance with section 2.4(c).


Section 2.2     Certification by Company.  This Debenture shall not be
obligatory or entitle the Holder to the benefit hereof until it has been
executed by or on behalf of the Company and certified by the Transfer Agent, and
certification by the Transfer Agent of any Debenture shall be conclusive
evidence as against the Company that this Debenture so certified has been duly
issued and is a valid obligation of the Company and that the Holder is entitled
to the benefit hereof.

Section 2.3     Replacement of Debenture.

    (a) In case this Debenture shall be mutilated, defaced, lost, destroyed or
        stolen, the Company, subject to Applicable Laws, shall issue and the
        Transfer Agent shall certify and deliver a new Debenture of like date
        and tenor as the one mutilated, defaced, lost, destroyed or stolen in
        exchange for and in place of and upon cancellation of such Debenture
        and in lieu of and in substitution for such mutilated, defaced, lost,
        destroyed or stolen Debenture, and the new Debenture shall be entitled
        to the benefit hereof and rank equally in accordance with its terms
        with all other Debenture.

    (b) Upon the application for the issue of a new Debenture pursuant to this
        Section 2.3, the Holder shall bear the costs of the issue thereof and
        in case of loss, destruction or theft shall, as a condition precedent
        to the issue thereof, provide to the Transfer Agent such evidence of
        ownership and of the loss, destruction or theft of the Debenture so



                                     18
<PAGE>

        lost, destroyed or stolen as shall be satisfactory to the Transfer
        Agent and the Company in their discretion and the Holder may also be
        required to provide an indemnity in amount and form satisfactory to the
        Transfer Agent and the Company in their discretion.

Section 2.4     Payment of Principal and Interest.

    (a) The principal and interest of this Debenture will be payable when due in
        Canadian Dollars by cheque payable to the Holder or, at the Holder's
        option, will be payable by wire transfer to such account and at such
        location as may be specified by written notice from the Holder to the
        Company given not less than ten (10) Business Days prior to the date of
        payment. For greater certainty, any such payment by wire transfer in
        accordance with the Holder's specifications shall satisfy and fully
        discharge the Company's obligations in respect thereof.

    (b) Subject to the other provisions herein, the outstanding principal amount
        of this Debenture and all accrued interest shall be repaid by cheque or
        wire transfer on the Maturity Date against presentation and surrender
        hereof at the offices of the Transfer Agent in the City of Toronto,
        Ontario, or as otherwise agreed in writing between the Company and the
        Holder.

    (c) The outstanding principal and accrued interest under this Debenture may
        be prepaid in whole or in part at any time or times by the Corporation
        by giving not less than ten (10) Business Days notice as set forth in
        Section 2.9 prior to the date of payment, without bonus or penalty,
        provided that the Holder shall receive a minimum payment on account of
        interest that is equal to five (5) months interest.

Section 2.5     Ownership of Debenture.  The Person in whose name this Debenture
is registered shall for all the purposes of this Debenture be and be deemed to
be the owner thereof and payment of or on account of the principal or the
interest thereon shall be made, subject to any express provisions hereof to the
contrary, only to or upon the order in writing of such Person.

Section 2.6     Redemption of Debentures.  This Debenture shall be redeemable by
the Company at any time or times prior to the Maturity Date.

Section 2.7     Redemption Price.  The price payable by the Company on the
redemption of the Debentures shall be equal to the principal amount of the
Debentures to be redeemed, together with accrued and unpaid interest in the form
of cash on the principal amount of the Debentures to be redeemed, to but
excluding the Maturity Date (the applicable price, including accrued and unpaid
interest in the form of cash, at which Debentures may be redeemed being referred
to as the "Redemption Price").

Section 2.8     Places of Payment.  The Redemption Price of this Debenture shall
be payable in cash upon presentation and surrender of this Debenture at the
principal office of the Transfer Agent in Toronto, Ontario, and/or at such other
places (if any) as may be specified by the Company in the notice of redemption
or as otherwise agreed in writing only between the Company and the Holder.

Section 2.9     Notice of Redemption.  The Company shall provide the Holders
with at least ten (10) Business Days of a notice of redemption if such
redemption is occurring prior to the Maturity Date. No notice of redemption of
this Debenture need be given by the Company to the Holders for the redemption of
this Debenture on the Maturity Date.


                                     19
<PAGE>

Section 2.10    Cancellation of Retired Debentures.  All Debentures redeemed by
the Company under the provisions of this Article 2 shall be forthwith cancelled
and shall not be reissued.


                           ARTICLE 3 - NO SECURITY

Section 3.1     No Security.  This Debenture is an unsecured obligation of the
Company and shall rank pari passu with each of the other debentures issued by
the Company as part of the Offering irrespective of the date of issue of such
debentures.


                    ARTICLE 4 - DEFAULT AND ENFORCEMENT

Section 4.1     Events of Default.  Each of the following events is herein
sometimes referred to as an "Event of Default":

    (i)     default in the payment of any principal or interest on this
            Debenture as and when the same shall become due and payable, and
            continuance of such default for a period of five (5) Business Days
            after the date on which written notice of such failure, requiring
            the Company to remedy the same, shall have been given by the
            Holder;

    (ii)    the institution of bankruptcy or insolvency proceedings against the
            Company, or the institution of proceedings seeking reorganization
            or winding-up of the Company under the Bankruptcy and Insolvency
            Act (Canada) or any other bankruptcy, insolvency or analogous laws,
            or the issuing of sequestration or process of execution against the
            Company or any substantial part of its property, or the appointment
            of a receiver or manager of the Company or of any substantial part
            of its property, and, in each case, the continuance of any such
            proceedings unstayed, undischarged and in effect for a period of
            fifteen (15) days from the date thereof; or

    (iii)   the institution by the Company of proceedings to be adjudicated
            bankrupt or insolvent, or the consent by it to the institution of
            bankruptcy or insolvency proceedings against it, or the filing by
            it, or the passing of a resolution authorizing the filing by it, of
            a petition or answer or consent seeking reorganization or relief
            under the Bankruptcy and Insolvency Act (Canada) or any other
            bankruptcy, insolvency or analogous laws, or the consent by it to
            the filing of any such petition or to the appointment of a receiver
            of the Company or of any substantial part of its property, or the
            making by it of a general assignment for the benefit of creditors,
            or the Company's admitting in writing its inability to pay its
            debts generally as they become due or taking corporate action in
            furtherance of any of the aforesaid purposes.

Section 4.2     Acceleration of Default.  In case any Event of Default has
occurred and is continuing, the Holder may in his, her or its discretion,
declare the principal of and interest on this Debenture and other moneys payable
hereunder to be due and payable and, the same shall forthwith become immediately
due and payable to the Holder and the Company shall forthwith pay to the Holder
the principal of and accrued and unpaid interest on this Debenture with such
interest to be paid in cash not Common Shares and all other moneys payable
hereunder together with subsequent interest thereon, at the rate borne by this


                                     20
<PAGE>

Debenture, from the date of the said declaration until payment is received by
the Holder, such subsequent interest to be payable in cash not Common Shares at
the times and places in and according to the tenor of the Debenture.

Section 4.3     Enforcement of Security.  In case any Event of Default has
occurred and the Holder has declared the principal of and interest on this
Debenture and other moneys payable hereunder to be due and payable pursuant to
Section 4.2, the Holder may (to the extent permitted by law):

    (i)     Appoint a Receiver - by instrument in writing appoint any person
            qualified under applicable legislation, whether an officer or
            employee of the Holder or not, to be a receiver (which term shall
            include a receiver and manager) of the Company; and, subject to the
            provisions of the instrument appointing such receiver, any such
            receiver so appointed shall have power (to the extent permitted by
            law):

        (A) to carry on (or to concur in the carrying on of) all or any part of
            the business of the Company,

        (B) to make any arrangement or compromise which the receiver shall
            consider expedient,

        (C) to borrow money on the security of the assets of the Company for the
            purpose of the maintenance, preservation or protection of the
            business of the Company or for carrying on all or any part of the
            business of the Company,

        (D) to sell, lease or otherwise dispose of the whole or any part of the
            assets of the Company (or to concur therein) at public auction, by
            public tender or by private sale, with or without advertisement,
            for cash or upon credit or partly for cash and partly for credit,
            at such time and upon such terms and conditions as the receiver
            shall determine with or without notice and with or without
            advertising and without any formality all of which are hereby
            waived by the Company, with power to vary or rescind any contract
            or sale or other contract, buy at any such auction, resell with or
            under any of the powers conferred hereunder without being
            answerable for any loss and adjourn any sale from time to time; and
            the receiver may execute and deliver to any purchaser of the assets
            of the Company or any part thereof good and sufficient deeds and
            documents for the same, the receiver being irrevocably constituted
            the attorney of the Company for the purpose of making any such sale
            and executing such deeds and documents, provided that such receiver
            shall be deemed the agent of the Company and not that of the Holder
            and the Holder shall not be in any way responsible for any
            misconduct, negligence or non-feasance of any such receiver, his
            servants, agents or employees. To facilitate the foregoing powers,
            any such receiver may, to the exclusion of all others, including
            the Company, enter upon, use and occupy all premises owned or
            occupied by the Company wherein the assets of the Company may be
            situate, maintain the assets of the Company upon such premises,
            borrow money and use assets of the Company directly in carrying on
            the Company's business or as security for loans or advances to
            enable him to carry on the Company's business or otherwise, as such
            receiver shall, in his discretion, determine;




                                     21
<PAGE>

    (ii)    Further Rights - exercise any of the other rights to which the
            Holder is entitled as holder of this Debenture, including the right
            to take proceedings in any court of competent jurisdiction for the
            appointment of a receiver or manager, for the sale of the assets of
            the Company or any part thereof or for foreclosure;

    (iii)   Power of Attorney - act as attorney for the Company (and the
            Company grants to the Holder its irrevocable power of attorney,
            which power shall be binding upon the Company and all third
            parties) to execute and deliver on behalf of the Company all
            documents and instruments as may be necessary to effect the
            transfers, assignments and enforcement procedures contemplated in
            this Section 4.3; and

    (iv)    Holder May Purchase Company's Assets - the Holder may become (and
            any subsidiary, agent or representative of the Holder may become) a
            purchaser at any sale of the assets of the Company, whether made
            under the powers of sale contained in this Debenture or pursuant to
            judicial proceedings.

Section 4.4     Holder not Obliged to Institute Proceedings.  The Holder shall
not be liable or accountable for any failure to enforce the rights and remedies
of the Holder herein and shall not be bound to institute proceedings for the
purpose of collecting, enforcing or realizing the same for the purpose of
preserving any right of the Holder, the other Holders, the Company or any other
Person in respect of the same.

Section 4.5     Application of Proceeds of Realization.  Upon enforcement of the
rights and remedies of the Holder herein, any net profits of carrying on the
business of the Company and the net proceeds of realization of any assets of the
Company shall be applied by the Holder or the receiver, interim receiver or
receiver-manager, if any, subject to claims ranking in priority to this
Debenture:

    (i)     firstly, in payment of all costs, charges and expenses of and
            incidental to the appointment of the receiver, interim receiver or
            receiver-manager, and the exercise by such person of all or any of
            the powers aforesaid, including his reasonable remuneration and all
            outgoings properly paid by him;

    (ii)    secondly, in payment of all costs, charges and expenses of the
            Holder incidental to the enforcement of this Debenture and the
            exercise by the Holder of all or any of the powers aforesaid,
            including all outgoings properly paid by such Holder;

    (iii)   thirdly, in payment of all outstanding indebtedness then due and
            payable pursuant to this Debenture; and

    (iv)    fourthly, in payment of all claims ranking subordinate to this
            Debenture, by remitting any surplus to the Company.

Section 4.6     Rights and Remedies Cumulative.  All rights and remedies of the
Holder set out in this Debenture shall be cumulative and no right or remedy
contained herein is intended to be exclusive but each shall be in addition to
every other right and remedy contained herein or in any existing or future
security document or now or hereafter existing at law or in equity or by
statute. The taking of a judgment or judgments with respect to any of the
obligations hereby secured shall not operate as a merger of any of the covenants
contained in this Debenture.

                                     22
<PAGE>

            ARTICLE 5 - CONVERSION OF DEBENTURES INTO COMMON SHARES

Section 5.1     Conversion into Common Shares.

    (1) Upon and subject to the provisions, conditions and adjustments of this
        Article 5, the Holder of this Debenture shall have the right, at his,
        her or its option, at any time prior to the Close of Business on the
        last Business Day immediately preceding the Maturity Date, to obtain,
        in respect of each one thousand ($1,000) dollars principal amount of
        this Debenture converted, the Specified Number of Common Shares, to be
        issued as fully paid and non-assessable shares from treasury, the
        subscription price for such Common Shares to be paid and satisfied by
        the surrender by the Holder to the Transfer Agent of all or any
        integral multiple of one thousand ($1,000) dollars of this Debenture
        provided, for greater certainty, that (i) the Holder's right to
        exercise his, her or its conversion rights under Section 5.1 shall not
        exist in the event of any prior notice of redemption has been given by
        the Company and (ii) if any Debenture shall fail to be redeemed on the
        Maturity Date when such redemption was required to be made, the right
        to convert into Common Shares under this Section 5.1 shall again apply.

    (2) The Company shall have the right to accelerate the right of conversion
        in all Debentures at any time by causing such right to expire at the
        close of business on the day next preceding a specified date (the
        "Debenture Acceleration Date"), if the closing price of the
        Corporation's common stock exceeds 200% of the IPO Price per share on
        any twenty trading days within a period of thirty days ending no more
        than five trading days prior to the date on which the Company gives
        notice to the Holder of its election to accelerate the Debenture.

    (3) The right of conversion pursuant to this Article 5 shall extend only to
        the maximum number of whole Common Shares into which the aggregate
        principal amount and accrued interest of this Debenture surrendered in
        exercise of the conversion rights at any one time that may be obtained
        in accordance with the provisions of subsection 5.1(1). Fractional
        interests in Common Shares shall be adjusted for in the manner provided
        in Section 5.5.

Section 5.2     Manner of Exercise of Right to Convert into Common Shares.

    (1) The Holder of a Debenture desiring to exercise his, her, its rights
        under Section 5.1 in whole or in part to convert into Common Shares
        shall surrender such Debenture to the Transfer Agent at its office in
        the City of Toronto, Ontario, together with the conversion form
        prescribed in Schedule "B" hereto or any other written notice in a form
        satisfactory to the Transfer Agent acting in its sole discretion, in
        either case duly executed by the Holder or his, her or its estate
        trustees, legal representatives, or attorney duly appointed by an
        instrument in writing in the form of Schedule "B" attached to this
        Debenture and executed in a manner satisfactory to the Transfer Agent,
        exercising his, her or its right to convert into Common Shares in
        accordance with the provisions of this Article 5. Thereupon, the
        Holder, subject to compliance with all reasonable requirements of the
        Transfer Agent, shall be entitled to be entered in the books of the
        Company as at the Date of Conversion (or such later date as is
        specified in subsection 5.2(2)), as the holder of the number of Common
        Shares specified in subsection 5.2(1) and, as soon as practicable
        thereafter, the Company shall deliver or cause to be delivered to the


                                     23
<PAGE>

        Holder or, subject as aforesaid, his, her or its nominee or assignee,
        (a) a certificate or certificates for such Common Shares; (b)
        certificates for Common Shares with respect to the interest payment
        pursuant to Section 2.4; and, (c) if applicable, a cheque for any
        amount payable under Section 5.5. The Debenture or the portion hereof
        that is surrendered to the Company in payment for Common Shares shall
        be cancelled.

    (2) For the purposes of this Article 5, a Debenture shall be deemed to be
        surrendered in exercise of conversion rights under Section 5.1 on the
        date (the "Date of Conversion") on which it is so surrendered in
        accordance with the provisions of this Article 5 and, in the case of a
        Debenture so surrendered by post or other means of transmission, on the
        date on which it is received by the Transfer Agent at its office
        designated in subsection 5.2(1). If a Debenture is surrendered upon
        conversion into Common Shares in accordance with the provisions of this
        Article 5 on any day on which the Transfer Agent is closed, the Person
        entitled to receive Common Shares upon the exercise of conversion
        rights hereunder shall become the shareholder of record of such Common
        Shares as at the date on which the Transfer Agent is next open.

Section 5.3     Partial Conversion.

    (1) The conversion rights under Section 5.1 may be exercised with respect to
        any part of this Debenture, provided such part is an integral multiple
        of one thousand ($1,000) dollars and all accrued and unpaid interest
        thereon, and all references in this Debenture to exercise of conversion
        rights and surrender of this Debenture in payment of the subscription
        price of Common Shares shall be deemed to include exercise of
        conversion rights with respect to any such part.

    (2) The Holder of any Debenture of which part only is transferred to the
        Company in payment of the subscription price of Common Shares shall,
        upon the exercise of his, her or its right to convert into Common
        Shares or the right of the Company to require such conversion surrender
        such Debenture to the Transfer Agent and the Transfer Agent shall
        cancel the same and shall, without expense to the Holder, forthwith
        certify, and deliver to the Holder a new Debenture or Debentures
        identical in all material respects to this Debenture, but in an
        aggregate principal amount of the Debenture so surrendered with respect
        to which the Holder has not exercised, his, her or its conversion
        rights.

Section 5.4     Adjustment of Conversion Basis.

    (1) If and whenever the Company shall (i) subdivide or redivide the
        outstanding Common Shares into a greater number of shares (ii) reduce,
        combine or consolidate the outstanding Common Shares into a smaller
        number of shares; or (iii) issue any Common Shares (or securities
        convertible into or exchangeable for Common Shares) to the holders of
        all or substantially all of the outstanding Common Shares or any other
        class of shares of the Company by way of a stock dividend (other than
        the issuance of Common Shares as interest payments on the Debentures),
        the number of Common Shares which may be obtained pursuant to Section
        5.1 for each one thousand ($1,000) dollars principal amount of this
        Debenture as of the effective date of such subdivision, redivision,
        reduction, combination or consolidation or on the record date for such
        issue of Common Shares (or securities convertible into or exchangeable
        for Common Shares) by way of a stock dividend, as the case may be,

                                     24
<PAGE>

        shall be increased, in the case of the events referred to in (i) and
        (iii) above, in the proportion which the number of Common Shares
        outstanding after such subdivision, redivision or dividend bears to the
        number of Common Shares outstanding before such subdivision, redivision
        or dividend, or shall be decreased, in the case of the events referred
        to in (ii) above, in the proportion which the number of Common Shares
        outstanding after such reduction, combination or consolidation bears to
        the number of Common Shares outstanding before such reduction,
        combination or consolidation. Any such issue of Common Shares by way of
        a stock dividend shall be deemed to have been made on the record date
        fixed for such stock dividend for the purpose of calculating the number
        of outstanding Common Shares under this subsection 5.4(1) or subsection
        5.4(2), (3) or (4) and, in the case where securities convertible into
        or exchangeable for Common Shares are distributed, shall include the
        number of Common Shares that would have been outstanding had such
        securities been converted into Common Shares on such record date.

    (2) If at any time prior to the first anniversary date of the Commencement
        Date the Company shall fix a record date for the issuance of rights,
        options or warrants to all or substantially all of the holders of its
        outstanding Common Shares or any other class of shares of the Company,
        entitling them to subscribe for or purchase Common Shares (or
        securities exchangeable for or convertible into Common Shares or a
        combination of Common Shares and such exchangeable or convertible
        securities) at a price per share (or having a conversion or exchange
        price per share) less than the IPO Price, the number of Common Shares
        which may be obtained pursuant to Section 5.1 for each one thousand
        ($1,000) dollars principal amount of this Debenture shall be adjusted
        immediately after such record date by multiplying the Conversion Basis
        in effect on such record date by a fraction, (i) the numerator of which
        shall be the total number of Common Shares outstanding on such record
        date plus the total number of Common Shares offered for subscription or
        purchase (or into which the convertible or exchangeable securities so
        offered are convertible or exchangeable), and (ii) the denominator of
        which shall be the total number of Common Shares outstanding on such
        record date plus a number of Common Shares equal to the number arrived
        at by dividing the aggregate price of the total number of additional
        Common Shares offered for subscription or purchase (or the aggregate
        conversion or exchange price of the convertible securities so offered)
        by the IPO Price; to the extent that any such rights, options or
        warrants are not so issued or any such rights, options or warrants are
        not exercised prior to the expiration thereof, the number of Common
        Shares which may be obtained pursuant to Section 5.1 for each one
        thousand ($1,000) dollars principal amount of this Debenture shall be
        re-adjusted to that which would then be in effect based upon the number
        of Common Shares (or securities convertible into or exchangeable for
        Common Shares) actually issued upon the exercise of such rights,
        options or warrants, as the case may be.

    (3) If and whenever the Company shall fix a record date for the making of a
        distribution (other than any distributions constituting dividends paid
        in the ordinary course) to all or substantially all the holders of its
        outstanding Common Shares or any other class of shares of the Company
        of (i) shares of the Company of any class other than Common Shares, or
        (ii) rights, options or warrants or other securities of the Company
        which are convertible into or exchangeable for Common Shares (excluding
        those referred to in subsection 5.4(2); or (iii) evidences of its
        indebtedness (excluding those referred to in subsection 5.4(2); or (iv)
        property or other assets of the Company or any Subsidiary of the

                                     25
<PAGE>

        Company, then, in each such case, the number of Common Shares which may
        be obtained pursuant to Section 5.1 for each one thousand ($1,000)
        dollars principal amount of the Debenture shall be adjusted immediately
        after such record date by multiplying the Conversion Basis in effect on
        such record date by a fraction (v) the numerator of which shall be the
        total number of Common Shares outstanding on such record date
        multiplied by the IPO Price, and (vi) the denominator of which shall be
        the total number of Common Shares outstanding on such record date
        multiplied by the lessor of $0.50 (US Fifty Cents) or the IPO Price,
        less the fair market value (as determined by the Directors, subject to
        the approval of any regulatory body having jurisdiction over the
        Company, which determination, absent manifest error, shall be
        conclusive) of such shares or rights, options or warrants or evidences
        or indebtedness or assets so distributed; any Common Shares owned by or
        held for the account of the Company or any Subsidiary of the Company
        shall be deemed not to be outstanding for the purpose of any such
        computation to the extent that such distribution is not so made, the
        number of Common Shares which may be obtained pursuant to Section 5.1
        for each one thousand ($1,000) dollars principal amount of this
        Debenture shall be re-adjusted to that which would then be in effect if
        such record date had not been fixed or to that which would then be in
        effect if such record date had not been fixed or to that which would
        then be in effect based upon such share or rights, options or warrants
        or other securities or evidences of indebtedness or property or other
        assets actually distributed, as the case may be.

    (4) In case of the reclassification of the Common Shares at any time
        outstanding (other than any subdivision, redivision, reduction,
        combination of consolidation of Common Shares into a greater or lesser
        number of Common Shares) or change of the Common Shares into other
        shares, or in case of a Corporate Reorganization of the Company, (other
        than a Corporate Reorganization which does not result in a
        reclassification of the outstanding shares), the Holder of the
        Debenture if he, she or it shall thereafter exercise his, her or its
        rights to obtain Common Shares under Section 5.1, in whole or in part,
        shall be entitled to receive, and shall accept, in lieu of the number
        of Common Shares to which he, she or it was therefore entitled upon
        exercise of such conversion rights, the kind and amount of shares and
        other securities or property which such Holder would have been entitled
        to receive as a result of such reclassification, change or Corporate
        Reorganization, as the case may be, if on the effective date thereof,
        he, she or it had been the registered holder of the number of Common
        Shares to which he, she or it was theretofore entitled upon exercise of
        such Holder's rights to obtain Common Shares under Section 5.1. If
        necessary, appropriate adjustments shall be made in the application of
        the provisions set forth in this Article 5 with respect to the rights
        and interests thereafter of the Holder to the end that the provisions
        set forth in this Article 5 shall thereafter correspondingly be made
        applicable as nearly as may be possible in relation to any shares or
        other securities or property thereafter deliverable upon the exercise
        its rights to obtain Common Shares under Section 5.1. Any such
        adjustments shall be approved by the Directors, subject to the approval
        of any regulatory body having jurisdiction over the Company, and shall
        be set forth in a notice given to the Holder in accordance with Article
        9 hereof and, absent manifest error, shall for all purposes be
        conclusively deemed to be an appropriate adjustment.




                                     26
<PAGE>

    (5) In any case in which this Section 5.4 shall require that an adjustment
        shall become effective immediately after a record date for an event
        referred to herein, the Company may defer, until the occurrence of such
        event, issuing to the Holder the additional Common Shares issuable by
        reason of the adjustment upon a conversion pursuant to Section 5.1 made
        after such record date and before the occurrence of such event. The
        Company shall deliver or cause to be delivered to the Holder in any
        such case an appropriate instrument evidencing the Holder's right to
        receive such adjustment and the right to receive any distributions made
        on such additional Common Shares declared in favour of holders of
        record of Common Shares on and after the Date of Conversion or such
        later date as such holder would, but for the provisions of this
        subsection 5.4(5), have become the holder of record of such additional
        Common Shares pursuant to subsection 5.2(2).

    (6) The adjustments provided for in this Section 5.4 are cumulative,
        shall in the case of the resulting adjustments to the Conversion Price
        be computed to the nearest one-tenth (1/10th) of one (1) cent and shall
        apply to successive subdivisions, redivisions, reductions,
        combinations, consolidations, distributions, issues or other events
        resulting in any adjustment under the provisions of this Section 5.4.
        Notwithstanding any other provision of this Section 5.4, no adjustment
        of the Conversion Basis and Conversion Price shall be required in
        respect of any such event unless such adjustment would require an
        increase or decrease of at least one (1%) per cent in the Conversion
        Basis then in effect. Any adjustments which by reason of the preceding
        sentence of this subsection 5.4(6) are not required to be made shall be
        carried forward and taken into account on any subsequent adjustment.


    (7) If any questions arise with respect to the adjustments provided in this
        Section 5.4 and except with respect to matters where a decision of the
        Directors is expressly stated herein to be conclusive, such questions
        shall be determined by the Company's Auditors, subject to the consent
        of any regulatory body having jurisdiction over the Company and such
        determination, absent manifest error, shall be binding upon the Company
        and the Holder.

Section 5.5     No Requirement to Issue Fractional Shares.  The Company shall
not be required to issue fractional Common Shares upon the conversion rights
pursuant to this Article 5. If any fractional interest in a Common Share would,
except for the provisions of this Section 5.5, be deliverable upon the
conversion of any principal amount of Debentures, the Company shall, in lieu of
delivering any certificate of such fractional interest, satisfy such fractional
interest by paying to the Holder of such surrendered Debentures an amount of
lawful money of Canada equal (computed to the nearest whole cent, and one-half
of a cent being rounded up) to the appropriate fraction of the deemed value of a
Common Share.

Section 5.6     Certificate as to Adjustment.  The Company shall from time to
time immediately after the occurrence of an event which requires an adjustment
or readjustment as provided in Section 5.4, deliver a certificate of the
President of the Company to the Holder, and the Transfer Agent specifying the
event requiring such adjustment or re-adjustment and the results thereof,
including detailed calculations and, upon giving such certificate, such
adjustment or readjustment shall be conclusive and binding on all parties in
interest. No such notice need be given under this Section 5.6 if the Company has
given notice under Section 5.7 covering all the relevant facts in respect of
such event.

                                     27
<PAGE>

Section 5.7     Notice of Special Matters.  The Company agrees that so long as
any Debenture remains outstanding, it will give notice to the Holder, in the
manner provided in Article 9, and the Transfer Agent of its intention to fix a
record date for any event mentioned in Section 5.4 which may give rise to an
adjustment in the Conversion Basis, and, in each case, such notice shall specify
the particulars of such event and the record date and the effective date for
such event. Such notice shall be given not less than fourteen (14) days prior to
such applicable record date.

Section 5.8     Company to Reserve Shares.  The Company agrees that it will
reserve and keep available out of its authorized Common Shares and solely for
the purpose of issue upon exercise of conversion rights under the Debentures as
provided in this Article 5, the maximum number of Common Shares as shall then be
issuable upon the exercise of the conversion rights under Section 5.1 inclusive
of the obligations of the Company to pay interest on the Debentures in the form
of Units.

Section 5.9     Cancellation of Converted Debentures.  Subject to subsection
5.3(2), all Debentures with respect to which the conversion rights under the
provisions of this Article 5 are exercised shall be immediately cancelled.

Section 5.10    Conversion of Legended Debentures.  Upon the exercise of
conversion rights under Debentures bearing a legend, the certificates
representing the Common Shares issued upon exercise of the conversion rights
under such Debentures and all certificates issued in exchange therefor or in
substitution thereof, shall bear such legend as is determined to be required for
compliance with Applicable Laws, or the requirements of a securities regulatory
authority, if any.


              ARTICLE 6 - PARTICULAR COVENANTS OF THE COMPANY

Section 6.1     Payment of Principal and Interest.  The Company will duly and
punctually pay or cause to be paid to the Holder, the principal of and interest
on the Debentures of which he, she or it is the Holder, on the dates, at the
places and in the manner provided for in this Debenture.

Section 6.2     To Carry On Business.  Subject to the express provisions hereof,
the Company will carry on and conduct its business in a proper and efficient
manner (which shall include, without limitation, the maintenance of books of
account in accordance with International Financial Reporting Standards
consistently applied) and, subject to the express provisions hereof, it will do
or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence.


                   ARTICLE 7 - SATISFACTION AND DISCHARGE

Section 7.1     Cancellation and Destruction.  All matured Debentures, forthwith
after payment thereof, shall be cancelled by the Transfer Agent and delivered to
or to the order of the Company. All Debentures cancelled or required to be
cancelled under this or any other provision of this Debenture may be destroyed
by the Company.

Section 7.2     Payment Set Aside in Trust.

    (1) The Company shall be entitled to set aside in trust any moneys to be
        applied to the payment of the principal of the Debentures with the Bank
        to be paid to the Holder of this Debenture upon due presentment and
        surrender thereof in accordance with the provisions of this Debenture.
                                     28
<PAGE>

    (2) Upon the Company, pursuant to this Section 7.2, setting aside in trust
        any moneys to be applied to the payment of the principal of the
        Debentures, the principal represented by each Debentures in respect of
        which such moneys have been so set aside shall be deemed to have been
        paid and the Holder thereof shall thereafter have no right in respect
        thereof except that of receiving payment in accordance with subsection
        7.2(1) of the moneys so set aside by the Company (without interest on
        such monies), upon due presentment and surrender hereof, subject always
        to the provisions of Section 7.3.

Section 7.3     Release from Covenants.  Upon the principal of all the
Debentures and interest thereon and other moneys payable hereunder have been
paid or satisfied, the Holder shall, at the request and at the expense of the
Company, execute and deliver to the Company such deeds or other instruments as
shall be requisite to release the Company from its covenants contained herein.


                         ARTICLE 8 - SUCCESSOR COMPANIES

Section 8.1     Certain Requirements.  The Company shall not enter into any
Corporate Reorganization, unless:

    (i)     the Successor Company shall execute, prior to or contemporaneously
            with the consummation of such Corporate Reorganization, such
            instruments as are necessary or advisable to evidence the
            assumption by the Successor Company of all of the obligations of
            the Company, as the case may be, under this Debenture;

    (ii)    such Corporate Reorganization shall be upon such terms as to
            preserve and not to impair any of the rights and powers of the
            Holder hereunder; and

    (iii)   no condition or event shall exist as to the Company or the Successor
            Company either at the time of or immediately after such Corporate
            Reorganization and after giving full effect thereto or immediately
            after the Successor Company complying with the provisions of
            subsection 8.1(i) above which constitutes or would constitute an
            Event of Default hereunder.

Section 8.2     Vesting of Powers in Successor.  Whenever the conditions of
Section 9.1 have been duly observed and performed, the Successor Company shall
possess and from time to time may exercise each and every right and power of the
Company, under this Debenture in the name of the Company or otherwise and any
act or proceeding by any provision of this Debenture required to be done or
performed by the directors or any officers of the Company may be done and
performed with like force and effect by the directors or the like officer or
officers of such Successor Company.


                             ARTICLE 9 - MISCELLANEOUS

Section 9.1     Notice to the Holder and to the Company.

Any notice in writing required or permitted to be given hereunder shall be
sufficiently given if delivered personally or mailed by registered mail, postage
prepaid, addressed as follows:




                                     29
<PAGE>

To the Company at:                  130 Adelaide St. W.
                                    Suite 701
                                    Toronto, Ontario
                                    M5H 2K4

                                    Attention:
                                    Michele Ciavarella, C.E.O.

To the Holder at:                   ___________________________
                                    ___________________________
                                    ___________________________

In all cases with a copy to:        Beard Winter LLP
                                    Barristers and Solicitors
                                    Suite 701, 130 Adelaide Street W.
                                    Toronto, ON
                                    M5H 2K4

                                    Attention:
                                    Julian L. Doyle

Any such notice given by personal delivery shall conclusively be deemed to be
received on the date of the actual delivery thereof and when given by registered
mail, shall conclusively be deemed to be received on the seventh (7th) Business
Day following the date of mailing. When any party giving ay notice knows, or
ought to know, of any disruption in the operation of the postal system which may
affect the delivery of mail in the ordinary course, any such notice shall not be
mailed but shall be given by personal delivery.

Any party may at any time give notice in writing to the other party of any
change of address of the party giving such notice, and from and after the giving
of such notice, the address therein specified shall be deemed to be the address
of such party for the giving of notices hereunder.


                         (SIGNATURE PAGE FOLLOWS)
























                                     30
<PAGE>

IN WITNESS WHEREOF, the Company has caused this Debenture to be signed by its
proper officer on its behalf as of the _____ day of February, 2018.

NEWGIOCO GROUP, INC.
by:     _____________________
Name:   Michele Ciavarella
Title:  C.E.O.

Certified countersigned and
registered by the Transfer Agent:

BEARD WINTER LLP

by:     ______________________________
Name:   Julian L. Doyle
Title:  Partner












































                                     31
<PAGE>

                                  SCHEDULE "C"
                    COMMON SHARE PURCHASE WARRANT CERTIFICATE


No. ____________


                   Certificate for ____________ Warrants

                        NOT EXERCISABLE AFTER 5:00 P.M.,
                  EASTERN STANDARD TIME, ON FEBRUARY ____, 2020

                              NEWGIOCO GROUP, INC.

                    COMMON SHARE PURCHASE WARRANT CERTIFICATE

THIS CERTIFICATE CERTIFIES THAT ___________________________ or its registered
assigns is the registered holder (the "Holder") of the number of Warrants set
forth above, each of which represents the right to purchase one (1) fully paid
and non-assessable common share (the "Common Share") of NEWGIOCO GROUP, INC., a
corporation organized under the laws of the State of Delaware (the "Company"),
at the Exercise Price (as hereinafter defined), by surrendering this Warrant
Certificate, with the form of Election to Purchase attached hereto duly executed
and by paying in full the Exercise Price (the Common Shares issuable upon
exercise of the Warrants being referred to herein as the "Warrant Shares") at
the principal office of the Company as set forth below. No Warrant may be
exercised after 5:00 P.M., Eastern Standard Time, on February ____, 2020 (the
"Expiration Date"). All Warrants evidenced hereby shall thereafter become void.

Prior to the Expiration Date, subject to any applicable laws, rules or
regulations restricting transferability and to any restriction on
transferability that may appear on this Warrant Certificate, the Holder shall be
entitled to transfer this Warrant Certificate, in whole or in part, upon
surrender of this Warrant Certificate at the principal office of the Company
with the form of assignment set forth hereon duly executed. Upon any such
transfer, a new Warrant Certificate or Warrant Certificates representing the
same aggregate number of Warrant Shares will be issued in accordance with
instructions in the form of assignment.

1.  Exercise of the Warrants

At any time prior to the Expiration Date, the Holder shall be entitled to
exercise some or all of the Warrants represented by this Warrant Certificate and
purchase an equal number of Common Shares upon surrender of this Certificate at
the principal office of the Company, together with:

    (i)     the form of Election to Purchase annexed hereto duly executed; and

    (ii)    a certified cheque of bank draft, payable at par, in Canadian
            currency, to or to the order of the Company, in the amount of the
            Exercise Price per Warrant (as hereinafter determined) multiplied by
            the number of Warrants being so converted.

The exercise price per Warrant to be exercised shall be at a price equal to the
lessor of US$0.625 (U.S. Sixty-Two point five Cents) or 125% of the IPO Price
(the "Exercise Price"). Upon the exercise of less than all of the Warrants to
purchase the Common Shares evidenced by this Warrant Certificate, there shall be
issued to the Holder a new Warrant Certificate in respect of the Warrants not


                                     32
<PAGE>

exercised. The "IPO Price" shall mean the price of the common shares of the
Company offered for sale under the initial public offering of the Corporation on
a Canadian stock exchange. For the purposes of converting US dollars into
Canadian dollars as required for the purposes of this Warrant, the daily
exchange rate as published on the Bank of Canada website on the date of exercise
of the Warrant or other applicable date shall be used for this purpose.

2.  Fractional Shares

The Company shall not be required to issue fractional shares upon the exercise
of some or all of the Warrants represented by this Warrant Certificate.

3.  Limitation

This Warrant Certificate shall not entitle the Holder to any of the rights of a
shareholder of the Company, including, without limitation, the right to vote, to
receive dividends and other distributions, or to attend or receive any notice of
meetings of stockholders or any other proceedings of the Company.

4.  Registration of Warrant Certificates

The Company shall number and register the Warrant Certificates in a warrant
register maintained by the Company as they are needed. The Company may deem and
treat the registered holder(s) of the Warrant Certificates as the absolute
owner(s) thereof for all purposes. Upon request by a Holder requesting such
information for the purpose of obtaining a consent, waiver or other action of
Holders, the Company will notify that Holder as to the identity and address of
record of the other Holders.

5.  Transfer of Warrant Certificate and Warrant Shares

    (1) The Company shall from time to time register the transfer of any
        outstanding Warrant Certificates in the warrant register upon surrender
        thereof accompanied by a written instrument or instruments of transfer
        in form reasonably satisfactory to the Company duly executed by the
        Holder or Holders thereof or by the duly appointed legal representative
        thereof or by a duly authorized attorney. Upon any such registration of
        transfer, the Company shall issue as promptly as practicable in any
        event within three (3) Business Days (as hereinafter defined) after
        receipt of such notice of transfer of a new Warrant Certificate to the
        transferee(s). As used in the Warrant Certificate, the term "Business
        Day" means any day which is not a Saturday, Sunday or statutory holiday
        in the City of Toronto.

    (2) Warrant Certificates may be exchanged at the option of the Holder(s)
        thereof when surrendered to the Company at the address set forth herein
        for another Warrant Certificate or Warrant Certificates of like tenor
        and representing the right to purchase in the aggregate a like number
        of Warrant Shares; provided that the Company shall not be required to
        issue any Warrant Certificates representing any fractional Warrant
        Shares.

    (3) The Company shall pay all expenses, taxes and other charges payable in
        connection with the preparation, issuance and delivery of new Warrant
        Certificates, including, without limitation, any transfer or stamp
        taxes.




                                     33
<PAGE>

6.  Lost, Stolen, Mutilated or Destroyed Warrant Certificates

If any Warrant Certificate shall be mutilated, lost, stolen or destroyed, the
Company shall issue, execute and deliver, in exchange and substitution for and
upon cancellation of such mutilated Warrant Certificate, or in lieu of or in
substitution for such lost, stolen or destroyed Warrant Certificate, a new
Warrant Certificate representing an equivalent number of Warrants or Warrant
Shares. If required by the Company, the Holder of the mutilated, lost, stolen or
destroyed Warrant Certificate must provide an affidavit of loss and an indemnity
reasonably sufficient to protect the Company from any loss which it may suffer
if the Warrant Certificate is replaced. Any new Warrant Certificate shall
constitute an original contractual obligation of the Company, whether or not the
allegedly lost, stolen, mutilated or destroyed Warrant Certificate shall be at
any time enforceable by any person.

7. Cancellation of Warrant Certificates

Any Warrant Certificate surrendered upon the exercise of Warrants or for
exchange or transfer, or purchased or otherwise acquired by the Company, shall
be cancelled and shall not be reissued by the Company; and, except as provided
in Section 1 with respect to the exercise of less than all of the Warrants
evidenced by a Warrant Certificate or in Section 5 with respect to an exchange
or transfer, no Warrant Certificate shall be issued hereunder in lieu of such
cancelled Warrant Certificate. Any Warrant Certificate so cancelled shall be
destroyed by the Company.

8. Issuance of Common Shares

As promptly as practicable after the date on which part or all of the Warrants
represented by this Warrant Certificate are exercised (the "Date of Exercise")
of any Warrants and in any event within three (3) Business Days after receipt of
the Election to Purchase, the Company shall issue, or cause its transfer agent
to issue, a certificate or certificates for the number of non-fractional Warrant
Shares (the "Common Share Certificate"), registered in accordance with the
instructions set forth in the Election to Purchase. All Warrant Shares issued
upon the exercise of any Warrants shall be legally and validly authorized and
issued and outstanding, fully paid, non-assessable, free of pre-emptive rights
and free from all taxes, liens, charges and security interests in respect of the
issuance thereof. Each person in whose name any such Common Share Certificate is
issued shall be deemed for all purposes to have become the holder of record of
the Common Shares represented thereby on the Date of the Exercise of the
Warrants resulting in the issuance of such shares, irrespective of the date of
issuance or delivery of such Common Share Certificate.

The Company shall pay all expenses, taxes and other charges payable in
connection with the preparation, issuance and delivery of new Common Share
Certificates, including, without limitation, any transfer or stamp taxes.

9. Reservation of Common Shares; Listing

The Company shall reserve and keep available, free from pre-emptive rights, for
issuance upon the exercise of Warrants, the maximum number of its authorized but
unissued Common Shares which may then be issuable upon the exercise in full of
all outstanding Warrants.






                                     34
<PAGE>

10. No Impairment

The Company shall not by any action, including, without limitation, amending its
articles of incorporation or through any reorganization, transfer of assets,
consolidation, amalgamation, combination, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid, or seek to avoid the
observation or performance of any of the terms of the Warrants, the Warrant
Certificates or this Certificate, but will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate to protect the rights of the Holders against
impairment. Without limiting the generality of the foregoing, the Company shall
obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under the Warrants. In case any securities
other than the Common Shares ("Other Securities") shall be issued or sold, or
shall become subject to issue upon the conversion or exchange of any stock (or
Other Securities) of the Company (or any other issuer of Other Securities) or to
subscription, purchase or other acquisition pursuant to any rights or options
granted by the Company (or such other issuer or Person), for a consideration per
share of Other Security such as to dilute the purchase rights evidenced by the
Warrants, the computations, adjustments and readjustments provided for in
Section 11 with respect to the Exercise Price and the number of Warrant Shares
shall be made as nearly as possible in the manner so provided and applied so as
to protect the Holders against the effect of such dilution.

11. Adjustment of Exercise Price

Subject to the provisions of this Section 11, the Exercise Price in effect from
time to time shall be subject to adjustment, as follows:

    (1) In the event that the Company shall (i) declare a dividend or make a
        distribution on the outstanding Common Shares in additional Common
        Shares, (ii) subdivide or reclassify the outstanding Common Shares into
        a greater number of shares, or (iii) consolidate, combine or reclassify
        the outstanding Common Shares into a fewer number of shares, the
        Exercise Price in effect immediately after the record date for such
        dividend or distribution or the effective date of such subdivision,
        consolidation, combination or reclassification, as the case may be,
        shall be adjusted so that it shall equal the price determined by
        multiplying the Exercise Price in effect immediately prior thereto by a
        fraction, of which the numerator shall be the number of Common Shares
        outstanding immediately before such dividend, distribution,
        subdivision, consolidation, combination or reclassification, and of
        which the denominator shall be the number of Common Shares outstanding
        immediately after such dividend, distribution, subdivision,
        consolidation, combination or reclassification. Any Common Shares
        issuable in payment of a dividend shall be deemed to have been issued
        immediately prior to the record date or other applicable date cited in
        Sections 11(2) or 11(3) for the purpose of calculating the number of
        outstanding Common Shares under Sections 11(2) or 11(3). Such
        adjustment shall be made successively whenever any event specified
        above shall occur.

    (2) In the event that the Company shall fix a record date for the issuance
        of rights, options, warrants or convertible or exchangeable securities
        to all or substantially all holders of its Common Shares entitling them
        (for a period which, by its express terms, expires within forty-five
        (45) days after such record date) to subscribe for or purchase Common
        Shares at a price per share less than the Fair Market Value of a Common

                                     35
<PAGE>

        Share on such record date, the Exercise Price shall be adjusted
        immediately thereafter so that it shall equal the price determined by
        multiplying the Exercise Price in effect immediately prior thereto by a
        fraction, of which the numerator shall be the number of Common Shares
        outstanding on such record date plus the maximum number of Common
        Shares which the aggregate offering price of the total number of Common
        Shares so offered would purchase at the Fair Market Value per share,
        and of which the denominator shall be the number of Common Shares
        outstanding on such record date plus the number of additional Common
        Shares offered for subscription or purchase. Such adjustment shall be
        made successively whenever such a record date is fixed. To the extent
        that any such rights, options, warrants or convertible or exchangeable
        securities are not so issued or expire unexercised, the Exercise Price
        then in effect shall be readjusted to the Exercise Price which would
        then be in effect if such unissued or unexercised rights, options,
        warrants or convertible or exchangeable securities had not been
        issuable. As used in this Warrant Certificate, the term "Fair Market
        Value" means the price at which a buyer and seller would transfer a
        Common Share both being fully informed of all relevant information and
        neither being under any compulsion to buy or sell, as the case may be
        and, for the purposes of this Section 11(2), shall, at the request of a
        Holder, be determined by the Company's Board of Directors in good faith
        and on a reasonable basis.

    (3) In the event that the Company shall fix a record date for the making of
        a distribution to all or substantially all holders of Common Shares (i)
        of shares of any class other than its Common Shares or (ii) of the
        evidence of its indebtedness or (iii) of assets or (iv) of rights,
        options, warrants or convertible or exchangeable securities, then in
        each such case the Exercise Price in effect immediately thereafter
        shall be determined by multiplying the Exercise Price in effect
        immediately prior thereto by a fraction, of which the numerator shall
        be the total number of Common Shares outstanding on such record date
        multiplied by the Fair Market Value per share on such record date, less
        the aggregate fair market value as determined in good faith by the
        Company's Board of Directors of said shares or evidences of
        indebtedness or assets or rights, options, warrants or convertible or
        exchangeable securities as distributed, and of which the denominator
        shall be the total number of Common Shares outstanding on such record
        date multiplied by such Fair Market Value per share. Such adjustment
        shall be made successively whenever such a record date is fixed;
        provided, however, that in no event shall the Exercise Price be less
        than zero. In the event that such distribution is not so made, or that
        such distribution, by its express terms, is intended to be made, and is
        in fact made, to all holders of Warrant Shares upon exercise of their
        respective Warrants, the Exercise Price then in effect shall be
        readjusted to the Exercise Price which would then be in effect if such
        record date had not been fixed.

12. Warrant Acceleration Rights

At any time on or after the first anniversary of the issue date of this Warrant
Certificate, the Company shall have the right to accelerate any or all Warrants
at any time by causing them to expire at the close of business on the day next
preceding a specified date (the "Warrant Acceleration Date"), if the closing
price of the Corporation's common stock exceeds 200% of the Exercise Price per
share on any twenty Trading Days (as hereinafter defined) within a period of
thirty consecutive Trading Days ending no more than five Trading Days prior to
the date on which the Company gives notice to the Holder of its election to
accelerate the Warrant.
                                     36
<PAGE>

13. No Adjustment to Exercise Price

No adjustment in the Exercise Price in accordance with the provisions of Section
11 need be made unless such adjustment would amount to a change of at least one
(1.0%) per cent in such Exercise Price, provided, however, that the amount by
which any adjustment is not made by reason of the provisions of this Section 12
shall be carried forward and taken into account at the time of any subsequent
adjustment in the Exercise Price.

14. Adjustment of Number of Shares

Upon each adjustment of the Exercise Price pursuant to Section 11, each Warrant
shall thereupon evidence the right to purchase that number of Warrant Shares
(calculated to the nearest hundredth of a share) obtained by multiplying the
number of Warrant Shares purchasable immediately prior to such adjustment upon
exercise of the Warrant by the Exercise Price in effect immediately prior to
such adjustment and dividing the product so obtained by the Exercise Price in
effect immediately after such adjustment.

15. Reorganizations

In the event of any capital reorganization, other than in the cases referred to
in Section 11(1), or the consolidation, amalgamation, merger or other
combination of the Company with or into another corporation (other than a
consolidation, amalgamation, merger or other combination in which the Company is
the continuing corporation and which does not result in any reclassification of
the outstanding Common Shares or the conversion of such outstanding Common
Shares into shares of other stock or other securities or property), or the sale,
transfer or conveyance of the property of the Company as an entirety or
substantially as an entirety (collectively such actions being hereinafter
referred to as "Reorganizations"), there shall thereafter be deliverable upon
exercise of any Warrant (in lieu of the number of Warrant Shares theretofore
deliverable) the number of shares of stock or other securities of property to
which a holder of the number of Warrant Shares which would otherwise have been
deliverable upon the exercise of such Warrant would have been entitled upon such
Reorganization if such Warrant had been exercised in full immediately prior to
such Reorganization. In the event of any Reorganization, appropriate adjustment,
as determined in good faith by the Company's Board of Directors, shall be made
in the application of the provisions herein set forth with respect to the rights
and interests of Holders so that the provisions set forth herein shall
thereafter be applicable, as nearly as possible, in relation to any shares or
other property thereafter deliverable upon exercise of Warrants. Any such
adjustment shall be made by and set forth in a supplemental agreement prepared
by the Company or any successor thereto, between the Company and any successor
thereto, and shall for all purposes hereof conclusively be deemed to be an
appropriate adjustment. The Company shall not effect any such Reorganization,
unless upon or prior to the consummation thereof the successor corporation, or
if the Company shall be the surviving corporation in any such Reorganization and
is not the issuer of the shares of stock or other securities or property to be
delivered to holders of Common Shares outstanding at the effective time thereof,
then such issuer, shall assume by written instrument the obligation to deliver
to the Holder of any Warrant Certificate such shares of stock, securities, cash
or other property as such holder shall be entitled to purchase in accordance
with the foregoing provisions.






                                     37
<PAGE>

16. Notice of Certain Actions

In the event the Company shall (a) declare any dividend payable in stock to the
holders of its Common Shares or make any other distribution in property other
than cash to the holders of its Common Shares, (b) offer to the holders of its
Common Shares rights to subscribe for or purchase any shares of any class of
stock or any other rights or options, or (c) effect any reclassification of its
Common Shares (other than a reclassification involving merely the subdivision or
combination of outstanding Common Shares) or any capital reorganization or any
consolidation, amalgamation, merger or other combination (other than a
consolidation, amalgamation, merger or other combination in which no
distribution of securities or other property is made to holders of Common
Shares) or any sale, transfer or other disposition of its property, assets and
business substantially as an entirety, or the liquidation, dissolution or
winding up of in the Company; then, in each such case, the Company shall cause
notice of such proposed action to be mailed to each Holder at least thirty (30)
days prior to such action. Such notice shall specify the date on which the books
of the Company shall close, or a record be taken, for determining holders of
Common Shares entitled to receive such stock dividend or other distribution or
such rights or options, or the date on which such reclassification,
reorganization, consolidation, amalgamation, combination, merger, sale,
transfer, other disposition, liquidation, dissolution, winding up or exchange
shall take place or commence , as the case may be, and the date as of which it
is expected that holders of record of Common Shares shall be entitled to receive
securities or other property deliverable upon such action, if any such date has
been fixed. Such notice shall be mailed in the case of any action covered by
paragraph (a) and (b) of this Section 15, at least ten (10) days prior to the
record date for determining holders of the Common Shares for purposes of
receiving such payment or offer, and in the case of any action covered by this
paragraph (c), at least ten (10) days prior to the record date to determine
holders of Common Shares entitled to receive such securities or other property.

17. Certificate of Adjustment

The Company shall perform any computations and determine any adjustments
required to be made under this Certificate (the "Adjustment") and shall cause an
independent nationally recognized firm of chartered accountants selected by the
Company to verify each Adjustment. As promptly as practicable after determining
any Adjustment, and upon receipt of the aforementioned verification, the Company
shall prepare a certificate executed by the President of the Company setting
forth such Adjustment and mail such certificate to each Holder (an "Adjustment
Notice"). The Adjustment Notice shall include in reasonable detail (a) the
events precipitating the Adjustment, (b) the computations relating to such
Adjustment, and (c) the Exercise Price and the number of shares or the
securities or other property purchasable upon exercise of each Warrant after
giving effect to such Adjustment. In the event that the Holders of Warrants
entitling such Holders to purchase a majority of the Warrant Shares subject to
purchase upon exercise of Warrants at the time outstanding (the "Required
Interest") shall disagree with any Adjustment, the Required Interest shall give
notice thereof (the "Dispute Notice") to the Company within fifteen (15) days
after the Adjustment Notice. Upon receipt of the Dispute Notice, the Company
shall promptly engage an independent nationally recognized firm of chartered
accountants acceptable to the Required Interest to make an independent
determination of such disputed Adjustment (the "Independent Adjustment"). The
Independent Adjustment shall be final and binding on the Company and all
Holders. If the disputed Adjustment and the Independent Adjustment differ by an
amount of three (3%) per cent or less of the value of the disputed Adjustment,
then the costs of conducting the independent determination shall be borne by the
Required Interest (pro rata, in accordance with the number of Warrants held by

                                     38
<PAGE>

each, with each subject Holder jointly and severally liable); if the disputed
Adjustment and the Independent Adjustment differ by more than three (3%) per
cent of the disputed Adjustment, then the costs of conducting the independent
determination shall be borne entirely by the Company; provided that in each case
costs separately incurred by the Company and any Holders shall be separately
borne by them.

18. Warrant Certificate Amendments

Irrespective of any adjustments pursuant to this Section 17, Warrant
Certificates theretofore or thereafter issued need not be amended or replaced,
but certificates thereafter issued shall bear an appropriate legend or other
notice of any adjustments; provided the Company may, at its option, issue new
Warrant Certificates evidencing Warrants in such form as may be approved by its
Board of Directors to reflect any adjustment in the Exercise Price and number of
Warrant shares purchasable under the Warrants.

19. Fractional Shares

The Company shall not be required upon the exercise of any Warrant to issue
fractional Warrant Shares which may result from adjustments in accordance with
this Section 18 to the Exercise Price or number of Warrant Shares purchasable
under each Warrant. If more than one Warrant is exercised at one time by the
same Holder, the number of Warrant Shares which shall be issuable upon the
exercise thereof shall be computed based on the aggregate number of Warrant
Shares purchasable upon exercise of such Warrants.

20. Payment of Taxes and Charges

The Company will pay all taxes (other than income taxes or other similar taxes
personal to the Holders, including without limitation, non resident withholding
taxes) and other government charges payable in connection with the issuance or
delivery or transfer of the Warrants and the initial issuance or delivery of
Warrant Shares upon the exercise of any Warrants and payment of the Exercise
Price.

21. Changes to Agreement

The Company, when authorized by its Board of Directors, with the written consent
of Holders of Warrants entitling such Holders to purchase a majority of the
Warrant Shares subject to purchase upon exercise of the Warrants outstanding at
such time, may amend or supplement this Certificate, except that no amendment
which (i) increases the Exercise Price or reduces the number of Warrant Shares
or otherwise economically impairs the value of the Warrants or (ii) amends the
provisions of Sections 11, 12, 13, 14, 15, 16, 17 and 18 shall be enforceable
against a Holder who has not consented in writing to such amendment.

22. Assignment

All the covenants and provisions of this Certificate by or for the benefit of
the Company or the Holders shall bind and inure to the benefit of their
respective successors and assigns.

23. Successor to Company

In the event that the Company consolidates, amalgamates, merges or otherwise
combines with or into any other corporation or sells, transfers or otherwise
conveys its property, assets and business substantially as an entirety to a
successor corporation or entity, the Company shall prior to such events becoming

                                     39
<PAGE>

effective, have such successor corporation or other entity assume by a written
instrument each and every undertaking covenant and condition of this Certificate
to be performed and observed by the Company, and such successor corporation or
other entity shall be deemed, upon the closing of such merger, amalgamation,
combination, consolidation, conveyance or sale, to have so assumed such
liabilities.

24. Notices

Any notice or demand required by this Certificate to be given or made by any
Holder to or on the Company shall be sufficiently given or made if such notice
is in writing and sent by first-class or registered mail, postage prepaid,
addressed as follows:


    NEWGIOCO GROUP, INC.
    c/o 130 Adelaide St. W.
    Suite 701
    Toronto, Ontario
    M5H 2K4
    Attention:  Michele Ciavarella, C.E.O.

With a copy to:

    Beard Winter LLP
    130 Adelaide St. W.
    Suite 701
    Toronto, Ontario
    M5H 2K4
    Attention:  Julian L. Doyle

Any notice or demand required by this Certificate to be given or made by the
Company to or on any Holder shall be sufficiently given or made if such notice
is in writing and sent by first-class or registered mail, postage prepaid,
addressed to such Holder and sent to the address set below such Holder's name on
the attached signature pages or, if a subsequent Holder, the address of such
Holder on the Company's warrant register.

Any notice or demand required by this Certificate to be given or made by the
Company to or on any Holder shall be sufficiently given or made, whether or not
such Holder receives the notice, five (5) days after mailing, if sent by
first-class or registered mail, postage prepaid, addressed to such Holder at its
last address as shown on the books of the Company. Otherwise, such notice or
demand shall be deemed given when received by the party entitled thereto.

25. Defects in Notice

Failure to file any certificate or notice or to mail any notice, or any defect
in any certificate or notice pursuant to this Certificate shall not affect in
any way the right of any Holder or the legality or validity of any adjustment
made pursuant to Section 11 hereof.

26. Governing Law

This Certificate and each Warrant Certificate issued hereunder shall be governed
by the laws of the State of Delaware applicable therein without regard to
principles of conflicts of laws thereof



                                     40
<PAGE>

27. Standing

Nothing in this Certificate expressed and nothing that may be implied from any
of the provisions hereof is intended, or shall be construed, to confer upon, or
give to, any person or corporation other than the Company and the Holders any
right, remedy or claim under or by reason of this Certificate or of any
covenant, condition, stipulation, promise or agreement contained herein; and all
covenants, conditions, stipulations, promises and agreements contained in this
Certificate shall be for the sole and exclusive benefit of the Company and its
successors and the Holders.

28. Headings

The descriptive headings of the sections of this Certificate are inserted for
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.

29. Counterparts

This Certificate may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.

30. Availability of the Agreement

The Company shall keep copies of this Certificate available for inspection by
Holders during normal business hours. Copies of this Certificate may be obtained
upon written request addressed to the Company at the address set forth in
Section 23.

31. Entire Agreement

This Certificate, including Schedules referred to herein and the other
agreements and writings specifically identified herein or contemplated hereby,
is complete, reflects the entire agreement of the parties with respect to its
subject matter, and supersedes all previous written or oral negotiations,
commitments and writings.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed.

DATED as of the _____ day of February, 2018.

NEWGIOCO GROUP, INC.

By:     _________________________________
Name:   Michele Ciavarella
Title:  C.E.O.












                                     41
<PAGE>

                              FORM OF ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby irrevocably sells, assigns and
transfers unto the assignee named below all of the rights of the undersigned
represented by the within Warrant Certificate, with respect to the number of
Warrants to purchase Common Shares set for below:


Name of Assignee _____________________           No. of Warrants________________

Address: _____________________________

         _____________________________

         _____________________________
and does hereby irrevocably constitute and appoint ___________________________
true and lawful attorney, to make such transfer on the books of NEWGIOCO GROUP,
INC. maintained for that purpose, with full power of substitution in the
premises.

DATED:____________________________      ____________________________________
                                        Signature

(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)



































                                     42
<PAGE>

                           FORM OF ELECTION OF PURCHASE

The undersigned hereby irrevocably elects to exercise ____________________ of
the Warrants represented by the Warrant Certificate and to purchase the Common
Shares issuable upon the exercise of said Warrants, and requests that
certificates for such shares be issued and delivered as follows:

ISSUE TO:   _________________________________________________________________
            (NAME)
_____________________________________________________________________________
(ADDRESS, INCLUDING POSTAL CODE)
_____________________________________________________________________________
(S.I.N. OR OTHER IDENTIFICATION NUMBER)

DELIVER TO: _________________________________________________________________
            (NAME)
at___________________________________________________________________________
(ADDRESS, INCLUDING POSTAL CODE)

In full payment of the purchase price with respect to the exercise of Warrants
to purchase Common Shares, the undersigned hereby tenders payment of
US$___________________ by certified cheque, cashier's cheque or money order
payable to the order of the Company.

If the number of Warrants to purchase the Common Shares hereby exercised is less
than all the Warrants represented by this Warrant Certificate, the undersigned
requests that a new Warrant Certificate representing the number of such full
Warrants not exercised be issued and delivered as follows:

ISSUE TO:   _________________________________________________________________
            (NAME)
_____________________________________________________________________________
(ADDRESS, INCLUDING POSTAL CODE)
_____________________________________________________________________________
(S.I.N. OR OTHER IDENTIFICATION NUMBER)

DELIVER TO: _________________________________________________________________
            (NAME)
at___________________________________________________________________________
(ADDRESS, INCLUDING POSTAL CODE)

In full payment of the purchase price with respect to the exercise of Warrants
to purchase Common Shares, the undersigned hereby tenders payment of
US$___________________ by certified cheque, cashier's cheque or money order
payable to the order of the Company.

If the number of Warrants to purchase the Common Shares hereby exercised is less
than all the Warrants represented by this Warrant Certificate, the undersigned
requests that a new Warrant Certificate representing the number of such full
Warrants not exercised be issued and delivered as follows:










                                     43
<PAGE>

ISSUE TO:   _________________________________________________________________
            (NAME)
_____________________________________________________________________________
(ADDRESS, INCLUDING POSTAL CODE)
_____________________________________________________________________________
(S.I.N. OR OTHER IDENTIFICATION NUMBER)

DELIVER TO: _________________________________________________________________
            (NAME)
_____________________________________________________________________________
(ADDRESS, INCLUDING POSTAL CODE)

Date:   __________________      _____________________________________
                                Signature

(Signature must conform in all respects to name of holder as specified on the
face of the Warrant Certificate.)

PLEASE INSERT S.I.N. OR TAX I.D. NUMBER OF HOLDER __________________________









































                                     44
<PAGE>

                                  SCHEDULE "D"

        TO BE COMPLETED BY SUBSCRIBERS UNDER ACCREDITED INVESTOR EXEMPTION
                      ACCREDITED INVESTOR CERTIFICATE

In connection with the purchase of Debentures of the Corporation by the
undersigned subscriber or, if applicable, the principal on whose behalf the
undersigned is purchasing as agent (the "Subscriber" for the purposes of this
Schedule D), the Subscriber hereby represents, warrants, covenants and certifies
to the Corporation that:

    1.  The Subscriber is resident in the jurisdiction as set forth on the face
        page of this Subscription Agreement or is subject to the securities
        laws of such jurisdiction;

    2.  The Subscriber is purchasing the Debentures as principal for its own
        account or a fully managed account;

    3.  The Subscriber is an "accredited investor" within the meaning of
        National Instrument 45 106 entitled "Prospectus Exemptions", section
        73.3(2) of the Securities Act (Ontario) and the regulations promulgated
        thereunder, by virtue of satisfying the indicated criterion as set out
        in Appendix A to this Accredited Investor Certificate;

    4.  The Subscriber was not created or used solely to purchase or hold
        securities as an "accredited investor" as described in paragraph (m) of
        the attached Appendix A of this Schedule A;

    5.  Upon execution of this Schedule A by the Subscriber, this Schedule A
        shall be incorporated into and form a part of the Subscription
        Agreement; and

    6.  The Subscriber acknowledges that he has requested and is satisfied that
        this Subscription Agreement and all documentation related thereto be
        drawn up in the English language. Le soussigne reconnait qu'il a
        exige que cette contrat d'abonnement ainsi que toutes les autres
        documents qui s'y rattachent soit redige et execute en anglais et
        s'en declare satisfait.

The foregoing representations and warranties are true an accurate as of the date
of this certificate and will be true and accurate as of Closing Date. If any
such representations and warranties shall not be true and accurate prior to
Closing Date, the Subscriber shall give immediate written notice of such fact to
the Corporation.

Dated:  _________________________________________,  2018.

______________________________
Print name of Subscriber

By: __________________________
        Signature

______________________________
Print name of Signatory (if different from Subscriber)

______________________________
Title
               IMPORTANT: PLEASE MARK THE CATEGORY OR CATEGORIES
               IN APPENDIX A ON THE NEXT PAGE THAT DESCRIBES YOU.
                                     45
<PAGE>

                                  APPENDIX A

      CONFIRMATION OF APPLICABLE PORTION OF ACCREDITED INVESTOR DEFINITION

NOTE: THE INVESTOR MUST INITIAL BESIDE THE APPLICABLE PORTION OF THE DEFINITION
BELOW.

Accredited Investor   (defined in section 1.1of the National Instrument 45 106,
in the Province of Ontario in section 73.3(1) of the Securities Act (Ontario)
and regulations promulgated thereunder, means:

____    (a) a Canadian financial institution, or an authorized foreign bank
            named in Schedule III of the Bank Act (Canada) (and, in Ontario, a
            Schedule I, II or III bank); or

____    (b) the Business Development Bank of Canada incorporated under the
            Business Development Bank of Canada Act (Canada); or

____    (c) a subsidiary of any person referred to in paragraphs (a) or (b), if
            the person owns all of the voting securities of the subsidiary,
            except the voting securities required by law to be owned by
            Directors of that subsidiary; or

____    (d) a person registered under the securities legislation of a
            jurisdiction of Canada, as an adviser or dealer; or

____    (e) an individual registered under the securities legislation of a
            jurisdiction of Canada as a representative of a person referred to
            in paragraph (d); or

____    (e.1)   an individual formerly registered under the securities
            legislation of a province, territory or other permissible
            jurisdiction of Canada, other than an individual formerly registered
            solely as a representative of a limited market dealer under one or
            both of the Securities Act (Ontario) or the Securities  Act
            (Newfoundland and Labrador); or

____    (f) the Government of Canada or a jurisdiction of Canada, or any crown
            corporation, agency or wholly owned entity of the Government of
            Canada or a jurisdiction of Canada; or

____    (g) a municipality, public board or commission in Canada and a
            metropolitan community, school board, the Comite de gestion de la
            taxe scolaire de l'ile de Montreal or an intermunicipal
            management board in Quebec; or

____    (h) any national, federal, state, provincial, territorial or municipal
            government of or in any foreign jurisdiction, or any agency of that
            government; or

____    (i) a pension fund that is regulated by either the Office of the
            Superintendent of Financial Institutions (Canada) or a pension
            commission or similar regulatory authority of a jurisdiction of
            Canada; or

____    (j) an individual who, either alone or with a spouse, beneficially owns,
            directly or indirectly, financial assets having an aggregate
            realizable value that before taxes, but net of any related
            liabilities, exceeds $1,000,000; or

                                     46
<PAGE>

            (Note: if an individual qualifies as an accredited investor under
            this category (j), such individual must complete, sign and deliver
            a Risk Acknowledgement Form set out in Appendix B.)

____    (j.1)   an individual who beneficially owns financial assets having an
            aggregate realizable value that, before taxes but net of any
            related liabilities, exceeds $5,000,000; or

____    (k) an individual whose net income before taxes exceeded $200,000 in
            each of the two most recent calendar years or whose net income
            before taxes combined with that of a spouse exceeded $300,000 in
            each of the two most recent calendar years and who, in either case,
            reasonably expects to exceed that net income level in the current
            calendar year; or

            (Note: if an individual qualifies as an accredited investor under
            this category (k), such individual must complete, sign and deliver
            a Risk Acknowledgement Form set out in Appendix B.)

            (Note: if individual accredited investors wish to purchase through
            wholly-owned holding companies or similar entities, such purchasing
            entities must qualify under paragraph (t) below, which must be
            initialled.)

____    (l) an individual who, either alone or with a spouse, has net assets of
            at least $5,000,000; or

            (Note: if an individual qualifies as an accredited investor under
            this category (l), such individual must complete, sign and deliver
            a Risk Acknowledgement Form set out in Appendix B.)

____    (m) a person, other than an individual or investment fund, that has net
            assets of at least $5,000,000 as shown on its most recently
            prepared financial statements; or

____    (n) an investment fund that distributes or has distributed its
            securities only to

            (a) a person that is or was an accredited investor at the time of
                the distribution, or

            (b) a person that acquires or acquired securities in the
                circumstances referred to in sections 2.10 and 2.19 of National
                Instrument 45-106 or of Quebec Regulation 45-106, as
                applicable, or

            (c) a person described in paragraph (a) or (b) that acquires or
                acquired securities under section 2.18 of National Instrument
                45-106 or of Quebec Regulation 45-106, as applicable, or

____    (o) an investment fund that distributes or has distributed securities
            under a prospectus in a jurisdiction of Canada for which the
            regulator or, in Quebec, the securities regulatory authority, has
            issued a receipt; or

____    (p) a trust company or trust corporation registered or authorized to
            carry on business under the Trust and Loan Companies Act (Canada)
            or under comparable legislation in a jurisdiction of Canada or a


                                     47
<PAGE>

            foreign jurisdiction, acting on behalf of a fully managed account
            managed by the trust company or trust corporation, as the case may
            be; or

____    (q) a person acting on behalf of a fully managed account managed by that
            person, if that person is registered or authorized to carry on
            business as an adviser or the equivalent under the securities
            legislation of a jurisdiction of Canada or a foreign jurisdiction,
            or

____    (r) a registered charity under the Income Tax Act (Canada) that, in
            regard to the trade, has obtained advice from an eligibility
            adviser or an adviser registered under the securities legislation
            of the jurisdiction of the registered charity to give advice on the
            securities being traded; or

____    (s) an entity organized in a foreign jurisdiction that is analogous to
            any of the entities referred to in paragraphs (a) to (d) or
            paragraph (i) in form and function; or

____    (t) a person in respect of which all of the owners of interests, direct,
            indirect or beneficial, except the voting securities required by
            law to be owned by directors, are persons that are accredited
            investors; or

            (Note: if you are purchasing as an individual, accredited investors
            paragraph (k) above must be initialed rather than paragraph (t))

____    (u) an investment fund that is advised by a person registered as an
            adviser or a person that is exempt from registration as an adviser;
            or

____    (v) a person that is recognized or designated by the securities
            regulatory authority or, except in Ontario and Quebec, the
            regulator as

            (a) an accredited investor, or

            (b) an exempt purchaser in Alberta or British Columbia after
                September 14, 2005; or

____    (w) a trust established by an accredited investor for the benefit of the
            accredited investor's family members of which a majority of the
            trustees are accredited investors and all of the beneficiaries are
            the accredited investor's spouse, a former spouse of the accredited
            investor or a parent, grandparent, brother, sister, child or
            grandchild of that accredited investor, of that accredited
            investor's spouse or of that accredited investor's former spouse.



         [The remainder of this page has been left blank intentionally.]








                                     48
<PAGE>

                                  APPENDIX B
                                FORM 45-106F9
                   FORM FOR INDIVIDUAL ACCREDITED INVESTORS

SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER

1.  About your investment

Type of securities: [Instruction:  Include a short description, e.g.,
                    common shares]

                    10% Convertible Debentures with Warrants
Issuer:             NEWGIOCO GROUP, INC.

Purchased from:     [Instruction:  Indicate whether securities are purchased
                    form the issuer or a selling security holder.]
                    NEWGIOCO GROUP, INC.

2.   Risk acknowledgement

This investment is risky.  Initial that you understand that:       Your initials

Risk of loss - You could lose your entire investment of
$____________________.                                                     _____
[Instruction:  Insert the total dollar amount of the investment.]

Liquidity risk - You may not be able to sell your investment
quickly - or at all.                                                       _____

Lack of information - You may receive little or no information about
your investment                                                            _____

Lack of advice - You will not receive advice from the salesperson
about whether this investment is suitable for you unless the sales
person is registered. The salesperson is the person who meets with,
or provides information to, you about making this investment. To
check whether the salesperson is registered, go to
www.aretheyregistgered.ca.                                                 _____


3.   Accredited investor status                                    Your initials

You must meet at least one of the following criteria to be able to
make this investment. Initial the statement that applies to you.
(You may initial more than one statement.) The person identified in
section 6 is responsible for ensuring that you meet the definition
of accredited investor. That person, or the sales person identified
in section 5, can help you if you have questions about whether you
meet these criteria.

* Your net income before taxes was more than $200,000 in each of the
2 most recent calendar years, and you expect it to be more than
$200,000 in the current calendar year. (You can find your net income
before taxes on your personal income tax return.)                          _____






                                     49
<PAGE>

* Your net income before taxes combined with your spouse's was more
than $300,000 in each of the 2 most recent calendar years, and you
expect your combined net income before taxes to be more than
$300,000 in the current calendar year.                                     _____

* Either alone or with your spouse, you own more than $1 million in
cash and securities, after subtracting any debt related to the cash
and securities.                                                            _____

* Either alone or with your spouse, you have net assets worth more
than $5 million. (Your net assets are your total assets (including
real estate) minus your total debt.)                                       _____

4.  Your name and signature

By signing this form, you confirm that you have read this form and you
understand the risks of making this investment as identified in this form.


First and last name (please print):  ___________________________________________

Signature: _____________________________________    Date: ______________________

SECTION 5 TO BE COMPLETED BY THE SALESPERSON

5.   Salesperson information

[Instruction: The sales person is the person who meets with, or provides
information to, the purchaser with respect to making this investment. That could
include a representative of the issuer or selling security holder, a registrant
or a person who is exempt from the registration requirement.]

First and last name of salesperson (please print):

                                     ___________________________________________

Telephone:  ________________________    Email: _________________________________

Name of firm (if registered): __________________________________________________

SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER

6.   For more information about this investment

For investment in a non-investment fund

[Insert name of issuer/selling security holder] NEWGIOCO GROUP, INC.
[Insert address of issuer/
selling security holder]                        Suite 701, 130 Adelaide St. W.,
                                                Toronto, Ontario M5H 2K5
[Insert contact person name, if applicable]     Mike Ciavarella
[Insert telephone number]                       *******
[Insert email address]                          ceo@newgiocogroup.com
[Insert website address, if applicable]






                                     50
<PAGE>

For investment in an investment fund

[Insert name of investment fund]
[Insert name of investment fund manager]
[Insert address of investment fund manager]
[Insert telephone number of investment fund manager]
[Insert email address of investment fund manager]
[If investment is purchased from a selling security holder, also
insert the name, address, telephone number and email address of selling security
holder here]

For more information about prospectus exemptions, contact your local securities
regulator. You can find contact information at www.securities-administrators.ca.

Form instructions:

1.  This form does not mandate the use of a specific font size or style but the
    font must be legible.

2.  The information in sections 1, 5 and 6 must be completed before the
    purchaser completes and signs the form.

3.  The purchaser must sign this form.  Each of the purchaser and the issuer or
    selling security holder must receive a copy of this form signed by the
    purchaser.  The issuer or selling security holder is required to keep a copy
    of this form for 8 years after the distribution.