EXHIBIT 4.16

World Gaming
33 St. James's Square
London, UK.
SW1Y 4JS                      www.worldgaming.com


DATE:    21 November, 2002

TO:      Mark A. Thompson

FROM:    Bruce Arrindell, General Office Manager

CC:      David Craven, Chief Executive Officer

RE:      OFFER OF EMPLOYMENT
________________________________________________________________________________

Dear Mark:

World Gaming Plc. ("World Gaming") is pleased to confirm the offer extended to
you to join the Company in the position of Operations Director reporting
directly to David Craven, CEO, beginning 01 December, 2002. This letter will
serve to confirm our understanding of your acceptance of this

COMPENSATION

Your compensation package includes the following:

         1.       Annual Base Salary of USD 120,000, to be paid semi monthly,
                  subject to normal withholdings.

         2.       Performance Bonus of up to seventy five (75%) percent of your
                  Annual Base Salary.

         3.       You will immediately be eligible for benefits which the
                  Company has in place or is undertaking to put in place
                  including life, dental and supplementary medical insurance and
                  paid vacation days, etc., in accordance with World Gaming's
                  policies and procedures.

         4.       Annual paid Vacation of twenty-five (25) working days.

         5.       Housing Allowance of USD 2,500 to be paid monthly.

         6.       A company-paid vehicle will be provided to you.

         7.       The company will reimburse you for any relocation costs (up to
                  a maximum of USD 10,000)

         8.       A share option package will be agreed upon with you at a later
                  date, subject to Board approval.

         9.       All expenses incurred for the fulfillment of job related
                  duties.

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LOCATION

Unless otherwise agreed to between the Company and the Operations Director, this
position will be based out of the Antigua office of World Gaming Plc. This
position will also require extensive travel between the company's offices
globally.

CONFIDENTIALITY AND NON-DISCLOSURE

As a condition of employment, you will be required to sign an Employee
Confidentiality Agreement. Please find the agreement attached.

TERMINATION

Your termination agreement with World Gaming plc, dated 02 June, 2002, will
remain in effect until June 30, 2003, After June 30, 2003, this agreement may be
terminated by either party giving four months notice. If the agreement is
terminated by World Gaming, a salary and allowance continuance for four months
commencing at the start of the notice period must be provided. Also, if the
agreement is terminated by World Gaining then the Company will reimburse you for
any relocation costs (up to a maximum of USD 7,500)

PREVAILING LAWS

If there is anything in this agreement which is contrary to or inconsistent with
the Labour Code of Antigua and Barbuda, the Labour Code of Antigua and Barbuda
shall prevail.

ACCEPTANCE

To indicate your acceptance of this offer, please sign below. This letter sets
forth the terms of your employment with World Gaming Plc. and supersedes any
prior representations or agreements, whether written or oral. This letter may
only be modified by a written agreement signed by you and the Chief Executive
Officer of World Gaming Plc.

We hope you agree that you have a great contribution to make to the industry by
way of World Gaming, and we look forward to the continued opportunity of working
with you to create a successful company. We are confident that your continued
employment with World Gaming Plc will prove mutually beneficial.

Sincerely,

David Craven,
Chief Executive Officer


CC:      The Compensation Committee
         World Gaming BOD

Agreed to and Accepted by:


___________________________             _____________________
Mark A. Thompson                                Date

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World Gaming
33 St. James's Square
London, UK.
SW1Y 4JS                      www.worldgaming.com


CONFIDENTIAL INFORMATION NON-DISCLOSURE AGREEMENT

THIS AGREEMENT dated the 21st day of November. 2002.

BETWEEN:

                                                                WORLDGAMING PLC.
                                           a company incorporated under the laws
                             of the United Kingdom with its place of business at
                           33 St. James' Square, London, SW1Y 4JS United Kingdom
                                                                         ("WGS")

                                        (hereinafter referred to as Worldgaming)

AND:

                                                                MARK A. THOMPSON
                                    (hereinafter referred to as the "Confidant")

WHEREAS:

         A. Worldgaming, and any and all of its subsidiary companies, and the
         Confidant are currently considering a framework within which they can
         freely discuss their existing and prospective business activities and
         operations.

         B. The parties can only properly negotiate such a business relationship
         if there is disclosure between the parties of "Confidential
         Information" which is more fully defined in paragraph 1.

         C. As a result, the panics wish to define their rights with respect to
         the said Confidential Information and to protect the rights of
         Worldgaming and its affiliates to such Confidential Information.

NOW THEREFORE in consideration of the respective covenants and agreements
hereinafter contained and it is hereby agreed as follows:

1.       DEFINITIONS

As used in this agreement, in any amendment hereof, in any documents to be
executed and delivered in connection with the completion of any activities
contemplated herein, the following words and phrases shall have the following
meanings respectively:

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         a.       "Confidential Information" means material in the possession of
                  Workgaming which is not generally available to or used by
                  others or the utility or value of which is not generally known
                  or recognized as standard practice, whether or not the
                  underlying details are in the public domain, including,
                  without limitation, all Business Information, Computer
                  Software and Computer Technology whether patentable,
                  copyrightable or not, which is acquired or developed by or on
                  behalf of Worldgaming from time to time.

         b.       "Business Information" means:

                  i.       Financial business and personal data relating to
                           clients

                  ii.      Affiliates, subsidiaries, consultants and employees
                           of Worldgaming, and

                  iii.     Business and marketing plans, strategies and methods,
                           studies, charts, plans, tables and compilations of
                           business industrial information acquired or prepared
                           by or on behalf of Worldgaming.

         c.       "Computer Software" means:

                  i.       All sets of statements or instruction, in either
                           human readable or machine readable form, that are
                           expressed, fixed, embodied or stored in any manner
                           and that can be used directly or indirectly in a
                           computer ("Computer Programs");

                  ii.      Any report format, design or drawing produced by the
                           Computer Programs; and

                  iii.     All documentation, design specifications and charts,
                           and operating procedures which support the Computer
                           Programs.

         d.       "Computer Technology" means all scientific and technical
                  information or material pertaining to any machine, appliance
                  or process, including specifications, proposals, models,
                  designs, formulae, test results and reports, analyses,
                  simulation results, tables of operating conditions, materials,
                  components, industrial skill, operating and testing
                  procedures, shop practices, know-how and show-how.

2.       LIMITATIONS ON CONFIDENTIAL INFORMATION

The Confidential Information shall not include and the Confidant shall have no
obligation with respect to any Business Information, Computer Software or
Computer Technology which:

         a.       Is disclosed to the Confidant by a third party who is acting
                  independently and at arm's length from the Confidant and
                  without knowledge of the

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                  contents of this agreement and who acquires and delivers the
                  information Lawfully and without breach of any agreement,
                  including the Confidant's breach of this agreement;

         b.       Has been, is being or will be developed by the Confidant or
                  its parent, subsidiaries, associates or affiliates
                  independently of the Confidential Information gained pursuant
                  to this agreement, but only in circumstances whereby the
                  Confidant can provide, on demand, evidence of the independence
                  of such development which would be in a form and of a nature
                  acceptable to a Canadian court of law; or

         c.       Is already in the public domain or becomes so.

3.       TERM

         a.       The term of this agreement shall be until a subsequent
                  agreement is signed by both parties commencing from the date
                  of first delivery of any Confidential Information by
                  Worldgaming to the Confidant.

         b.       The Confidant hereby agrees that any information which falls
                  within the definition of Confidential Information and which
                  was disclosed or provided to the Confidant by Worldgaming or
                  an agent or an affiliate, of Worldgaming prior to the
                  Confidant's signing of this agreement shall be deemed to be
                  included in and covered by the terms and conditions of this
                  agreement.

4.       NON -DISCLOSURE

Except as Worldgaming may otherwise consent in writing, the Confidant shall not
use other than for Worldgaming and shall not directly or indirectly publish or
otherwise disclose at any tune either during or subsequent to the Confidant's
work, any of Worldgaming's Confidential Information (whether or not conceived,
originated, discovered, or developed in whole or in part by the Confidant).

5.       COPIES AND DISTRIBUTION

The Confidential Information shall not be mechanically or electronically copied
or otherwise reproduced by the Confidant without the express written permission
of Worldgaming. In addition, the Confidant agrees that it shall not sell,
assign, sublicense or part with possession of or otherwise transfer or dispose
of the Confidential Information or any copies thereof, except as expressly
provided in this agreement.

6.       OWNERSHIP

The Confidant hereby acknowledges that, as between itself and Worldgaming,
Worldgaming is and shall remain the sole owner of alt right, title and interest
in the Confidential Information, including, but not limited to any and all
rights in copyright, patent, trade mark, and the Confidential Information and
all copies thereof which are

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supplied to the Confidant by Worldgaming shall be held in trust by the Confidant
for the benefit of Worldgaming only.

7.       RETURN OF CONFIDENTIAL INFORMATION

The Confidant shall deliver to Worldgaming promptly upon request all documents,
copies thereof and other matter's in the Confidant's possession or under its
power or control pertaining to the business of Worldgaming, including, but not
limited to, Confidential Information, and thereafter promptly to return
documents and copies thereof pertaining to the business of Worldgaming and
originating with Worldgaming that come into the Confidant's possession. In the
alternative, if so directed by Worldgaining, the Confidant shall destroy such
Confidential Information, documents and other materials and copies thereof and
shall furnish proof of such destruction to the reasonable satisfaction of
Worldgaming.

8.       SCOPE OF AGREEMENT

         a.       Neither party hereunder shall acquire by virtue of this
                  agreement any right, capacity nor power to act as an agent for
                  the other or to bind the other person, firm, or corporation,
                  except as is necessary to carry out the purpose and intent of
                  this agreement.

         b.       Both Parties hereby specifically acknowledges that this
                  agreement shall in no way detract from or limit the power of
                  either party to carry on any other negotiations or otherwise
                  deal with the other party's Confidential Information in any
                  manner whatsoever, so long as the Confidant does not disclose
                  Confidential Information.

         c.       The provision of the Confidential Information to the Confidant
                  shall be at the sole discretion of Worldgaming and nothing in
                  this agreement shall obligate Worldgaming to disclose, or
                  grant access to any particular Confidential Information to the
                  Confidant.

9.       REPRESENTATIONS

         a.       Worldgaming hereby represents and warrants that it has all
                  such rights and powers as are necessary for it to enter into
                  this agreement and to disclose the Confidential Information to
                  the Confidant as contemplated by this agreement.

         b.       The Confidant represents and warrants that it is not now a
                  party to and agrees not to enter into any agreement, business
                  relationship or to incur any obligations that may be in
                  conflict with this agreement.

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10.      INDEMNIFICATION

         a.       The Confidant hereby agrees to indemnify the company and save
                  it harmless for any and all losses, expenses, costs, including
                  legal costs, and damages resulting directly or indirectly from
                  the actions of:

                  i.       The officers, employees and agents of the Confidant;

                  ii.      The officers, employees and agents of the parent
                           corporation or any affiliate or subsidiary
                           corporation of the Confidant; or

                  iii.     Any other party who obtains access to the
                           Confidential Information either on or off the
                           Confidant's negligence or its failure to comply with
                           the terms of this agreement.

         b.       This indemnification shall survive the termination of this
                  agreement and shall not detract in any way from any other
                  rights or remedy which Worldgaming may have under this
                  agreement or otherwise in law or in equity.

11.      INJUNCTIVE RELIEF

The Confidant hereby acknowledges and expressly agrees that any breach by it of
this agreement which does or may result on loss of confidentiality of the
Confidential Information would cause Worldgaming irreparable harm for which
damages would not be an adequate remedy and, therefore, the Confidant hereby
agrees that, in the event of any breach by the Confidant of this agreement,
Worldgaming shall have the right to seek inductive relief against the continuing
or further breach by the Confidant, without the necessity of proof of actual
damages. This right to seek inductive relief without necessity proof of damage
shall be in addition to any other right which Worldgaming may have under this
agreement or otherwise in law or in equity.

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         IN WITNESS WHEREOF the parties have executed this agreement on the date
written above.

CONFIDANT'S NAME


                  ______________________
                  Mark A. Thompson


WORLD GAMING PLC.


Per:

Name:             Bruce Arrindell

Title:            General Office Manager


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