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                                                                    EXHIBIT 10.3

                                   AGREEMENT

  THIS AGREEMENT (the "Agreement"), dated the 2nd day of July, 2001, is made and
entered into by and between Virtgame.com Corp. (hereinafter referred to as
"VGTI"), a Public Company incorporated pursuant to the laws of Delaware, and R.
Stephen Sarli (hereinafter referred to as "Consultant").

P R E A M B L E:

  WHEREAS, VGTI desires to engage the Consultant as its general management
consultant; and

  WHEREAS the Consultant has performed the abovementioned services for a
substantial amount of time without compensation and VGTI is desirous of
continuing of continuing the relationship; and

  WHEREAS the Consultant wishes to continue to provide the above stated services
to VGTI;

  NOW, THEREFORE, in consideration for the Consultant's agreement to render the
hereinafter described services, as well as of the premises, the sum of TEN ($10)
DOLLARS, and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the Parties, intending to be legally bound, hereby
agree as follows:

WITNESSETH:

                                  ARTICLE ONE
                              CONSULTANT SERVICES

1.1 The Consultant shall perform the following services for VGTI:

(a) Consultant shall work with VGTI to further develop its management structure
and its Board of Directors, and to plan its strategy in acquiring companies that
will meld with VGTI's development plans. Consultant will also review any and all
prospective joint ventures and strategic partners, and comment on the
desirability and feasibility of said joint ventures/strategic partners, and will
develop plans of action for any general plans for expansion as required.

(b) VGTI hereby irrevocably agrees to keep Consultant apprised of all material
matters involving the VGTI, as required to permit Consultant to fully, properly
and legally perform its duties hereunder.

(c) Consultant shall submit reports to VGTI on its progress.



                                  ARTICLE TWO
                        FEES, EXPENSES, AND TERMINATION


2.1 Fees

(a) The Consultant shall be entitled to a fee of $125,000 payable in cash on a
monthly basis beginning July 2, 2001and ending December 31, 2001 or payable by
issuance of 500,000 free trading shares of VGTI common stock within 10 working
days of the execution of this agreement for the sum of $125,000, said sum having
been earned by Consultant.
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2.2 Expenses

The Company shall be responsible for all reasonable expenses Sarli may incur in
performing services under this Agreement. However, all expenses over $500 in any
month must be pre-approved by the Company.

2.3 Term

This agreement shall be for a period of 1 year.



                                 ARTICLE THREE
                                 MISCELLANEOUS

3.1 All notices, demands or other written communications hereunder shall be in
writing, and unless otherwise provided, shall be deemed to have been duly given
on the first business day after mailing by United States registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:

TO CONSULTANT:

And

TO VGTI: 5230 Carroll Canyon Rd., Suite 318, San Diego, California 92121;

in each case, with copies to such other address or to such other persons as any
Party shall designate to the others for such purposes in the manner herein above
set forth.

3.2 Time shall be of the essence in this Agreement.

3.3 This Agreement may be executed in one or more counterparts, each of which
when so executed shall constitute an original and all of which together shall
constitute one and the same agreement.

3.4 This Agreement, constitutes the entire agreement between the parties hereto.
There are not and shall not be any verbal statements, representations,
warranties, undertakings or agreements between the parties and this Agreement
may not be amended or modified in any respect except by written instrument
signed by the parties hereto.

3.5 This Agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of New York.
Any and all disputes arising under this Agreement whether as to interpretation,
performance or otherwise, shall be subject to the exclusive jurisdiction of the
Courts of the State of New York.  Each of the parties hereto hereby irrevocably
agrees to the jurisdiction of the Courts of the State of New York.

3.6 The parties hereto shall sign such further and other papers, cause such
meetings to be held, resolutions passed and by-laws enacted, exercise their vote
and do or cause to be done all such other acts and things as maybe necessary or
desirable in order to give full force and effect to this Agreement and every
part thereof.

3.7 The headings used herein are inserted for convenience of reference only and
shall not affect the construction of, or interpretation of, this Agreement.

3.8 In the event that any Article or section of this Agreement is held to be
invalid or unenforceable by a court of competent jurisdiction, such invalidity
or unenforceability shall not affect the remainder of the provisions hereof, but
such part shall be fully severable, and this Agreement
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shall be construed and enforced as if such invalid or unenforceable part had
never been inserted herein and the parties do hereby agree that they would have
signed this Agreement without such invalid or unenforceable part included
herein.

3.9 In this Agreement words importing the singular number only shall include the
plural and vice versa; and words importing the masculine gender shall include
the feminine and vice versa.

3.10 This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, legal personal representatives,
successors and permitted assigns.

3.11 Where the date for the expiry of any time period or for the closing of any
thing hereunder expires or falls upon a day which is not a Business Day, the
time so limited extends to and the thing shall be done on the day next following
that is a Business Day.


  IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and year first above written.

SIGNED, SEALED AND DELIVERED
in the presence of


                   "Company"

                   VIRTGAME.COM CORP.
                   a Delaware corporation


                   By:  /S/  BRUCE MERATI
                      ------------------------------
                      Chief Operating Officer


                   "Consultant"


                   /S/  R. STEPHEN SARLI
                   ---------------------------------
                        R. Stephen Sarli