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                                                                    Exhibit 10.2


THIS AGREEMENT is made the 20th day of August 2001 (the "Effective Date")

BETWEEN:

(1)      T.M. WILLIAMS (ROW), LTD., a company incorporated under the laws of
         Anguilla with its registered office situated at The Hansa Bank Building
         - 1st Floor, The Valley, Anguilla, British West Indies (the
         "Consultant"),

AND

(2)      BINGO.COM, INC., a company incorporated under the laws of Florida with
         its office situated at Suite C200 - 4223 Glencoe Avenue, Marina del
         Ray, California 90292, United States of America

AND

(3)      T. M. WILLIAMS, businessman of #203 Shakespeare Tower, London, England,
         EC2Y 8DR (the "Executive"),

WHEREAS:

A.       the Consultant has the ability to provide, outside the United Kingdom,
         consultancy services to the Company, which services the Company
         requires in connection with the developing, establishing, financing and
         day-to-day operations of an Internet Bingo company operating worldwide
         to provide both free and Pay for Play Bingo over the Internet and
         throughout the world (the "Business");

B.       the Consultant and the Company have agreed that the Consultant shall
         provide services as an independent contractor on the terms and
         conditions set out hereinbelow;

C.       the Executive is employed by the Consultant and is willing and able to
         provide the services on behalf of the Consultant by acting as the
         interim President and CEO of Bingo.Com, Inc.


NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the sum of ten
dollars in lawful money of the United States of America (US$10.00) paid by each
of the parties hereto to the other, the respective covenants herein contained
and other good and valuable consideration, the receipt and sufficiency whereof
is hereby expressly acknowledged, the parties HERETO AGREE AS FOLLOWS:-

1.       1.       INTERPRETATION

         1.1      References in this Agreement to clauses, sub-clauses and
                  schedules are to those in this Agreement and the schedules to
                  this Agreement shall be deemed to be a part of this Agreement.

         1.2      References to any provision of a statute or regulation shall
                  be construed as a reference to that provision as amended,
                  re-enacted or extended at the relevant time.

         1.3      Clause headings in this Agreement are for ease of reference
                  only and shall not affect the interpretation of this
                  Agreement.

         1.4      Words importing one gender shall be construed as importing any
                  other gender and words importing the singular shall be
                  construed as importing the plural and vice versa.

         1.5      References to persons shall include bodies corporate and vice
                  versa.


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2.       CONSULTING & EXECUTIVE SERVICES

         2.1      With effect from the Effective Date, the Company engages the
                  Consultant to provide services, outside the United Kingdom, in
                  connection with the operation of the Business and the
                  Consultant hereby accepts the engagement (the "Consultancy").

         2.2      With effect from the Effective Date, the Consultant releases
                  the Executive from his employment to the extent necessary to
                  give effect to the terms of this Agreement provided that any
                  agreement made between the Company and the Executive for his
                  services does not conflict with his obligations at any time
                  and from time to time to the Consultant (the Release").

3.       AGENTS AND ADVICE

         The Consultant shall be at liberty in the performance of its duties and
         in the exercise of any of the powers and discretions vested in it
         hereunder to employ and pay an agent to perform or assist in performing
         any or all of the services, duties and obligations required to be
         performed hereunder by the Consultant. Further the Consultant may act
         or rely upon the opinion or advice of or any information obtained
         without verifying or otherwise enquiring as to the accuracy of any
         information or assertions provided or from any broker, lawyer, valuer,
         surveyor, auctioneer or other expert whether reporting to the Company
         or to the Consultant or not and the Consultant, absent gross negligence
         or willful default, shall not be responsible for any loss occasioned by
         its so acting.

4.       RELATIONSHIP

         4.1      The Consultant shall be an independent contractor and nothing
                  herein shall be construed as creating a partnership,
                  co-venture or employment relationship between the Consultant
                  and the Company.

         4.2      Neither the Consultant nor the Executive shall have the
                  authority to obligate or bind the Company to any obligations
                  or agreements in excess of US$25,000 without the prior
                  authorization of the Board of Directors of the Company and,
                  without limiting the generality of the foregoing:

                  4.2.1    they shall not hold themselves out as having any
                           right, power or authority to create any contract or
                           obligation, either express or implied, on behalf of,
                           in the name of, or binding upon the Company save and
                           except those obligations falling within the normal
                           course of obligations of a President and CEO of an
                           organization;

                  4.2.2    they shall not make any representation or warranty on
                           behalf of the Company save and except those
                           obligations falling within the normal course of
                           obligations of a President and CEO of an
                           organization; and

                  4.2.3    they are not authorized to accept service of process
                           for the Company.

         4.3      The Consultant and the Executive shall accept any reasonable
                  directions issued by the Company in respect of the Business
                  and pertaining to goals to be attained and results to be
                  achieved during the currency of this Agreement.

         4.4      For the avoidance of doubt, none of the parties hereto intends
                  to create a partnership, joint venture or to assume
                  partnership liability or responsibility by entering into this
                  Agreement, rather it is the intent of the parties hereto that
                  the rights and obligations of the parties hereto be several
                  and not joint or joint and several.

         4.5      The parties agree that the Executive is not an employee of the
                  Company and, as


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                  such, save as required by law, there will be no deductions for
                  any statutory withholdings. The Consultant will defend,
                  indemnify and save harmless the Company from and against any
                  liability that the Company may incur to any authority for
                  source deductions, goods and services tax, provincial sales
                  tax and any other remittance obligations arising with respect
                  to payments under this Agreement.

5.       DURATION

         5.1      This Agreement shall commence on the Effective Date and remain
                  in full force and effect until the earlier of the first
                  anniversary of the Effective Date or the date this Agreement
                  is terminated pursuant to clause 9 hereof (the "Termination
                  Date").

         5.2      Unless this Agreement has been terminated pursuant to clause 9
                  hereof, upon the Termination Date the Consultant shall have
                  the option to renew, by giving three (3) months notice in
                  writing to the Company, this Agreement for a further term of
                  up to one (1) year upon substantively the same terms as then
                  pertain.

6.       COMPENSATION

         In consideration of the Consultancy and the Release, the Consultant
         shall be entitled to receive from the Company for each calendar month
         or part thereof during the duration of the agreement the sum of twenty
         thousand dollars in lawful money of the United States of America
         (US$20,000) payable monthly in arrears in accordance with the
         provisions set out below or as may be agreed in writing from time to
         time by the parties hereto.

7.       COSTS AND EXPENSES

         The Company shall reimburse the Consultant and/or the Executive for all
         out of pocket expenses reasonably incurred during the Consultancy
         including, without limiting the generality of the foregoing, airfares,
         accommodations, and vehicle expenses, provided that the Consultant
         and/or the Executive shall provide the Company with such vouchers or
         other evidence of actual payment of the said expenses as the Company
         may reasonably require.

8.       CONFIDENTIALITY

         8.1      For the purposes of this Agreement, "Confidential Information"
                  means all confidential or proprietary facts, data, techniques,
                  materials and other information relating to the Business of
                  the Company, which may before or after the date of this
                  Agreement be disclosed or delivered to the Consultant or the
                  Executive by the Company or which may otherwise come within
                  the knowledge of the Consultant or the Executive or which may
                  be developed by the Consultant or the Executive in the course
                  of providing the services or from any other Confidential
                  Information. Confidential Information does not include:

                  (i)      any information that is presently in the public
                           domain;

                  (ii)     any information that subsequently becomes part of the
                           public domain through no fault of the Consultant or
                           the Executive;

                  (iii)    any information obtained by the Consultant or the
                           Executive from a third party with a valid right to
                           disclose it, provided that said third party is not
                           under a confidentiality obligation to the Company; or

                  (iv)     any information that was independently developed by
                           the Consultant or the Executive or was otherwise in
                           the Consultant's or the Executive's lawful possession
                           prior to receipt from the Company, other than through
                           prior disclosure by the Company, as evidenced by
                           their business records.



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         8.2      The Consultant and the Executive acknowledge that the
                  Confidential Information consists entirely of information and
                  knowledge that is the exclusive property of the Company or
                  persons from whom the Company has obtained its rights. They
                  will treat the Confidential Information in strict confidence
                  and will not disclose or permit the disclosure of the
                  Confidential Information unless otherwise required by law or
                  by a regulatory authority having jurisdiction over the
                  Company, or except as previously approved in writing by the
                  Company. They will protect such Confidential Information from
                  disclosure by exercising a standard of care as may reasonably
                  be expected to preserve its secret and confidential nature.
                  The Consultant and Executive acknowledge and agree that
                  nothing contained in this Agreement will be construed as an
                  assignment to the Consultant or the Executive of any right,
                  title or interest in the Confidential Information. All right,
                  title and interest relating to the Confidential Information is
                  expressly reserved by the Company. All documents containing
                  Confidential Information are the property of the Company.
                  Without limiting the generality of the foregoing, the
                  Consultant and the Executive hereby transfer to the Company
                  the property rights in all documents that now or hereafter may
                  contain the Confidential Information.

         8.3      The Consultant and the Executive will not use the Confidential
                  Information for any purpose other than as may reasonably be
                  required in order to provide the services.

         8.4      The Consultant and the Executive will, if required by the
                  Company, execute an agreement whereby they agree to disclose
                  to the Company all works, discoveries, inventions,
                  developments, productions, processes, improvements and work
                  products, including, but not limited to, documents, written
                  materials, programs, designs, discs and tapes resulting from,
                  derived from or otherwise related to the provision of the
                  services or the Confidential Information.

9.       TERMINATION


         9.1      The Executive shall not terminate this Agreement unless he has
                  the prior written approval of the Consultant.

         9.2      Any of the parties hereto may terminate this Agreement,
                  without prejudice to its other remedies, forthwith by giving
                  thirty (30) days' notice in writing to the other parties if
                  any other party either:

                  9.2.1    commits a material breach of the provisions of this
                           Agreement provided that if the breach is capable of
                           remedy then notice shall only be given if the party
                           in breach shall not have remedied the same within
                           thirty (30) days of having been given notice in
                           writing specifying the breach and requiring it to be
                           remedied; or

                  9.2.2    acts or omits to act, or any of its directors,
                           officers, employees or agents act or omit to act, in
                           a manner which shall, in the opinion of giving
                           notice, in any way prejudice the interests of the
                           party giving notice or bring the name of that party
                           giving notice into disrepute; or

                  9.2.3    is unable to pay its debts or enters into compulsory
                           or voluntary liquidation (other than for the purpose
                           of amalgamation or reconstruction and the resulting
                           company agrees to be bound by and assume the
                           obligations of the relevant party under this
                           Agreement) or compounds with or convenes a meeting of
                           its creditors or has a receiver or manager or an
                           administrator or administrative receiver appointed of
                           its assets or ceases for any reason to carry on
                           business or takes or suffers any similar action
                           which, in the opinion of the party giving notice,
                           means that the other may be unable to pay its debts.

         9.3      Termination of this Agreement for whatever reason shall not
                  affect or prejudice the rights of the parties arising in any
                  way out of this Agreement as at the date of


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                  termination and in particular, but without limitation, the
                  right to recover damages from the other.

         9.4      All provisions of this Agreement which are expressed to
                  operate or survive in the event of termination of this
                  Agreement shall remain in full force and effect after such
                  termination.

10.      INDEMNITY

         10.1     Subject to the constating documents of the Company and all
                  applicable laws, and with the exception of matters covered by
                  clause 4.5 of this Agreement, the Company hereby agrees to
                  indemnify and keep indemnified the Consultant (together with
                  its directors, officers, employees and agents) from and
                  against:-

                  10.1.1   any and all demands, claims, liabilities, losses,
                           damages, costs, legal costs, professional and other
                           expenses of any nature whatsoever including all
                           interest and penalties, incurred or suffered by the
                           Consultant or the Executive in connection with the
                           Business and all or any breaches by the Consultant or
                           the Executive of the provisions of this Agreement
                           (including all or any act, neglect or default of the
                           Consultant's directors, officers, employees and
                           agents); or

                  10.1.2   all actions, suits and proceedings which may be
                           commenced, taken or made against the Consultant or
                           the Executive or which may be incurred or which may
                           arise directly or indirectly by reason of the
                           provision by the Consultant or the Executive of all
                           or any of the services under this Agreement or by
                           reason of any act done and/or omitted to be done in
                           relation thereto or attempting to enforce the
                           Consultant's rights under this indemnity, except
                           insofar as any such claims arise from any breach of
                           this Agreement by the Consultant,

                  so long as the Consultant or the Executive (as applicable)
                  acted honestly and in good faith with a view to the best
                  interests of the Company and, in the case of a criminal or
                  administrative action or proceeding that is enforced by a
                  monetary penalty, the Consultant or the Executive (as
                  applicable) had reasonable grounds for believing that their
                  conduct was lawful.

         10.2     All sums payable under clause 6 of this Agreement shall be
                  payable by the Company immediately on demand by the Consultant
                  in full without any deduction, withholding, counterclaim or
                  set-off and if any such deduction or withholding is made, or
                  any tax, duty or levy of any nature whatsoever, except taxes
                  imposed on the Consultant and measured by the income of the
                  Consultant, is required to be paid on the sum due, the Company
                  shall immediately pay to the Consultant such additional amount
                  as will result in the payment to and retention by the
                  Consultant of the full amount which would have been received
                  and retained by the Consultant but for such deduction or
                  withholding or the imposition of any such tax, duty or levy.

11.      ASSIGNMENT AND DELEGATION

         11.1     The provisions of this Agreement shall be binding on and enure
                  to the benefit of the successors and assigns of each party
                  hereto provided that either party may not, and may not agree
                  to, assign, transfer, charge or otherwise dispose of or
                  subcontract any of its rights or obligations under this
                  Agreement without the prior written consent of the other
                  parties.

         11.2     Neither the Consultant nor the Company shall be permitted to
                  delegate any of their duties or obligations arising under this
                  Agreement otherwise than may be expressly agreed in writing
                  between the Consultant nor the Company.


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12.      FORCE MAJEURE

         12.1     None of the parties shall be in breach of the provisions of
                  this Agreement if there is any failure of performance by it of
                  its obligations under this Agreement occasioned by any act of
                  God, fire, act of local, national or supranational authority
                  or government or state, war, civil commotion, embargo, strike,
                  lock-out or other cause beyond the control of either party.

         12.2     If any of the parties is unable to perform its duties and
                  obligations under this Agreement as a direct result of the
                  effect of one or more of such causes, such party shall give
                  written notice to the others of such inability stating the
                  cause in question, without delay. The operation of this
                  Agreement (but not the provisions relating to confidentiality
                  and the restrictive obligations of the parties) shall be
                  suspended during the period in which the cause continues to
                  have effect. Forthwith upon the cause ceasing to have effect,
                  the party relying upon it shall give written notice thereof to
                  the others.

         12.3     If the cause continues to have effect for a period of more
                  than sixty (60) days, the parties not claiming relief under
                  this clause shall have the right to terminate this Agreement
                  forthwith upon giving written notice of such termination to
                  the other parties.

13.      ILLEGALITY AND SEVERABILITY

         If any provision of this Agreement shall become or be declared illegal,
         invalid or unenforceable, in whole or in part, for any reason
         whatsoever by any competent court, tribunal or authority in Anguilla,
         such provision or part thereof shall be divisible from this Agreement
         and shall be deemed to be deleted from this Agreement in so far as the
         continued operation of this Agreement is concerned provided always
         that, if such deletion substantially affects or alters the commercial
         basis of this Agreement, the parties shall negotiate in good faith to
         amend and modify the provisions of this Agreement as may be necessary
         or desirable in the circumstances.

14.      NO WAIVER

         No failure or delay on the part of either of the parties to exercise
         any right or remedy under this Agreement shall be construed or operate
         as a waiver thereof, nor shall any single or partial exercise of any
         right or remedy preclude the further exercise of such right or remedy
         as the case may be.

15.      ANNOUNCEMENTS

         No public announcement shall be made in respect of the subject matter
         of this Agreement without the prior written approval of the Consultant
         and provided always that the Consultant agrees to the form and content
         of any such announcement in writing.

16.      NOTICES

         16.1     Any notices or other communication given or made under this
                  Agreement shall be in writing and shall be deemed to have been
                  duly given if delivered by hand or by registered post as
                  follows:

                  If to the Consultant or to the Executive to:

                               T.M. Williams (Row) Ltd.
                               PO Box 727
                               The Valley
                               TV1 02P
                               Anguilla


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                               British West Indies

                               Fax: 264 498 3805
                               Attention:   Mr Donald R. Curtis

                  If to the Company:

                               Suite C200 - 4223 Glencoe Avenue
                               Marina del Ray
                               California 90292
                               United States of America

                               Fax: 801 457 1555
                               Attention:   Mr T.M. Williams

         16.2     In the event of any postal or other strike or industrial
                  action affecting postal communications in or between Anguilla
                  and the United States of America notices shall be given
                  personally or by facsimile.

         16.3     Any such notice or other documents shall be deemed to have
                  been received by the addressee five (5) working days following
                  the date of dispatch if the notice or other document is sent
                  by registered post or on the next working day after delivery
                  if sent by hand or by facsimile.

17.      AMENDMENTS

         This Agreement may only be amended by written agreement signed by all
         parties.

18.      GOVERNING LAW AND JURISDICTION

         This Agreement shall be governed by and construed in accordance with
         the laws of Florida and the parties hereto submit to the jurisdiction
         of the courts of Florida.

19.      ENTIRE AGREEMENT

         This Agreement contains the entire agreement of the parties with
         respect to the matters covered in it and no other or prior promises,
         representations, agreements, negotiations or discussions, oral or
         written, made by either party or its employees, officers or agents
         shall be valid or binding.

20.      COUNTERPARTS

         This Agreement may be executed in separate counterparts, which together
         shall be construed as a single instrument.


IN WITNESS whereof the parties or their respective duly authorised
representatives have executed this Agreement as of the day and year first before
written.

(SIGNATURE PAGE FOLLOWS)


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Signed by Donald R. Curtis, Director        )
for and on behalf of                        )
T.M. Williams (Row) Ltd.                    )
in the presence of:-                        )
                                            )
                                            )
"Catherine Orchard"                         )        "Donald Curtis"
------------------------------------        )        ---------------------------
Witness


Signed by Mitch White, Director             )
for and on behalf of                        )
BINGO.COM, Inc. in the presence of:-        )
                                            )
                                            )
"Jamie Lanfranco"                           )        "Mitch White"
------------------------------------        )        ---------------------------
Witness


Signed by                                   )
T.M. Williams                               )
In the presence of:-                        )
                                            )
                                            )
"Jamie Lanfranco"                           )        "T.M. Williams"
------------------------------------        )        ---------------------------
Witness