EXHIBIT 10.2


              SOFTWARE LICENSE, TECHNICAL SUPPORT, AND OPERATION OF
                    CUSTOMER SERVICE & DATA CENTRE AGREEMENT


THIS AGREEMENT is made as of the 1st day of September, 2001.

BETWEEN:

       CYOP  SYSTEMS  INC.,  a  limited  liability  company  incorporated  under
       the  laws of Barbados and having its principal  offices at Suite 29-1st
       Floor,  Beckwith Mall, Lower Broad Street, Bridgetown, Barbados

                                                                    ("LICENSOR")

AND:

       BINGO.COM  (CANADA)  ENTERPRISES INC., a limited liability company
       incorporated  under the laws of Canada and having its  principal
       offices at 3rd  Floor--1286  Homer Street, Vancouver, British Columbia,
       Canada

                                                                    ("LICENSEE")

BACKGROUND:

A.       Licensor has developed a software program known as "CrediPlay" (the
         "Software"), which is an online financial network offering Pay-for-Play
         tournaments, and Pay-per-Use integrated games, products, and services
         for licensed users, and which includes an integrated credit card and
         financial payment processing application that permits licensed users to
         access and utilize the services of credit card organizations and
         collect, record, and distribute financial payments in the course of the
         licensed users' business activities.

B.       Licensee operates and maintains an Internet portal or Website that
         hosts, operates, and organizes skill-based bingo and bingo-like games,
         tournaments and competitions and an online reference for information
         and activities relating to bingo and bingo-like games ("LICENSEE'S
         BUSINESS").

C.       Licensor has the necessary personnel,  resources,  experience,  skills,
         and background in the operation of a customer  service and data centre
         to  effectively  operate and manage  those  functions  for  Licensee's
         Business.

D.       Licensee  has  requested  Licensor to grant a license for the  Software
         and to provide  services  for the operation of Licensee's customer
         service and data centre.

E.       The  parties  have  agreed to enter  into this  Agreement  on the terms
         and  conditions  set forth in this Agreement.

AGREEMENTS:

In consideration of the mutual covenants and agreements set forth in this
Agreement, the parties agree as follows:



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                      PART I--DEFINITIONS & INTERPRETATION

1.       DEFINITIONS

1.1      DEFINITIONS. In this Agreement:

         "ASP" means an application service provider selected by Licensor from
         time to time to host and operate the Software on the ASP's computer
         server for access by Licensee, Sublicensees and Customers;

         "APPROVED FINANCIAL INSTITUTION" means a bank, credit union, trust
         company, investment or brokerage firm, or other financial institution
         which appears on the list attached as Schedule A to this Agreement,
         which Schedule A may be modified by Licensee from time to time;


         "BINGO TOURNAMENT" means a bingo or bingo-like tournament, game, or
         competition hosted on or accessed from Licensee's or Sublicensee's
         computer systems, servers, or Website, regardless of the name of such
         tournament, game or competition;

         "CONVERSION RATIO" means, at any time, the ratio then in effect as
         determined or established by the Rules and Regulations for converting
         Customer Payments into Customer Credits and vice versa, and which will
         initially be $0.01 for 1 Customer Credit, subject to change under the
         Rules and Regulations;

         "CUSTOMER" means any person who gains access to Licensee's or
         Sublicensee's Website via the Internet for the purpose of participating
         in a Bingo Tournament, and who pays the applicable Network Maintenance
         Fees and the applicable Tournament Entrance Fees;

         "CUSTOMER CREDITS" means an electronic unit of participation, which is
         recorded and used by the Software to allow Customers access to and
         participation in a Bingo Tournament;

         "CUSTOMER PAYMENTS" means all funds collected from Customers, whether
         by credit card, debit card, cheque, cash, or any other means;

         "CUSTOMER INFORMATION" means all data relating to Customers collected
         and stored by the Software or by Licensee's or Sublicensee's Website
         including, without limiting the generality of the foregoing, name,
         address, telephone number, telecopier number, e-mail address, credit
         card numbers and expiration dates, information on other types of
         payments or fees, activities on the Internet, activities on the
         Website, and the amount of Customer Payments and Customer Credits;

         "DOCUMENTATION" means any and all documentation accompanying or
         describing the Software, specifically including any localized version
         of the Documentation created by Licensor or Licensee and all
         supplements and new versions of the foregoing items;

         "DOWNLOADABLE SOFTWARE" means the portion of the Software, if any, that
         must be present on a Customer's computer in order for that Customer's

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         computer to have access to a Bingo Tournament and which may be
         downloaded or obtained by the Customer via the Internet as a java
         applet;

         "EFFECTIVE DATE" means the date of this Agreement;

         "ESCROW AGENT" means an independent third party selected, from time to
         time, by Licensee to hold the Software, including without limitation
         all source code materials, pursuant to the Escrow Agreement (if and
         when required by Licensee);

         "ESCROW AGREEMENT" means the agreement to be entered into between
         Licensor, Licensee and Escrow Agent pursuant to Section 4.3, as amended
         from time to time;

         "INITIAL SET UP FEE" means the sum of $50,000;

         "INTERNET" means the worldwide collection of computer networks and
         gateways that use the TCP/ IP suite of protocols to communicate with
         one another;

         "LICENSE TERM" has the meaning set out in Section 3.3;

         "LICENSE FEES" means, in respect of any period of time, an amount equal
         to 25% of the Network Maintenance Fees collected by or on behalf of
         Licensee for that period of time for Bingo Tournaments hosted or
         operated on or accessed from Licensee's Website, subject to adjustment
         under Section 8.4;

         "LICENSOR'S CASH ACCOUNT" means an account opened and maintained by
         Licensor for the benefit of Licensee or a Sublicensee with an Approved
         Financial Institution for the deposit and withdrawal of cash payments
         for and on behalf of Licensee or Sublicensee, as the case may be;

         "LICENSEE'S CONFIDENTIAL INFORMATION" has the meaning set out in
         Section 10.4;

         "LICENSOR'S CONFIDENTIAL INFORMATION" has the meaning set out in
         Section 10.1;

         "MASTER CD" means a compact disc containing the Downloadable Software,
         which may be used to mass produce compact discs for delivery of
         Downloadable Software to Customers when and if Licensee elected to use
         such delivery mechanism;

         "NETWORK MAINTENANCE FEES" means the fees expressed in Customer Credits
         and determined or established by the Rules and Regulations from time to
         time, which the Customer must pay to Licensee or Sublicensee to
         register with, and to gain access to Bingo Tournaments, but the Network
         Maintenance Fees do not include the Tournament Entrance Fees;

         "RULES AND REGULATIONS" means the instructions and guidelines developed
         or modified from time to time by Licensee to govern all aspects of a
         Bingo Tournament, including, without limitation, the rules of play that
         Customers must adhere to, the distribution of the Customer Payments,
         the method and ratio for conversion of Customer Payments into Customer
         Credits and vice versa, the eligibility and entrance requirements and
         criteria for Bingo Tournaments, the amount of Network Maintenance Fees,


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                                                                         Page 4

         and the allocation and distribution of the Tournament Entrance Fees,
         with the initial Rules and Regulations attached hereto as Schedule B;

         "SERVICE FEES" means, in respect of any period of time, an amount equal
         to 5% of the Network Maintenance Fees collected by or on behalf of
         Licensee for that period of time, for Bingo Tournaments hosted or
         operated on or accessed from Licensee's Website, subject to adjustment
         under Section 8.6;

         "SERVICES TERM" has the meaning set out in Section 5.4;

         "SOFTWARE"--further to the description set forth in the recitals--means
         the source code form (in all data formats) of the current and any
         future version of Licensor's software programs known as "CrediPlay" and
         specifically includes the most current release of any localized version
         of the Software by Licensor and any Updates to any such program from
         time to time;

         "SUBLICENSEE" means any party to whom Licensee grants a sublicense to
         use the Software in the Territory for the support or operation of Bingo
         Tournaments conducted by the Sublicensee;

         "SUBLICENSE FEES" means, in respect of any period of time, an amount
         equal to 26% of the Network Maintenance Fees collected by or on behalf
         of a Sublicensee for that period of time for Bingo Tournaments hosted
         or operated on or accessed from the Sublicensee's Website;

         "SUBLICENSEE INITIALIZATION FEES" means, in respect of any Sublicensee
         appointed by Licensee, a mutually agreed fee payable to Licensor for
         services rendered by Licensor to initialize and make the Software
         accessible for use by that Sublicensee and its Customers;

         "SUBLICENSEE SERVICE FEES" means, in respect of any period of time, an
         amount equal to 10% of the Network Maintenance Fees collected by or on
         behalf of a Sublicensee for that period of time for Bingo Tournaments
         hosted or operated on or accessed from the Sublicensee's Website;

         "SPECIFICATIONS" means all specifications and requirements for the
         Software set forth in Licensor's standard documentation as modified or
         supplemented in writing and signed or approved by Licensor;

         "SUPERVISOR" means Licensee's Chief Financial Officer;

         "TERRITORY" has the meaning set out in Section 3.2;

         "TRADEMARKS" means all Licensor-owned trademarks related to the
         Software;

         "TOURNAMENT ENTRANCE FEES" means the amount of Customer Credits that
         the Customer elects to pay towards the winner's prize for Bingo
         Tournaments, which amount will be retained in a holding account until
         the completion of the applicable Bingo Tournament, and the sum of all
         Tournament Entrance Fees paid for a specific Bingo Tournament will be
         the prize that Customers compete to win in accordance with the Rules
         and Regulations;


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                                                                          Page 5


         "UPDATES" means any bug fixes, patches, error corrections,
         enhancements, improvements, supplements, upgrades, and new versions of
         the Software which Licensor makes available at any time to any of its
         customers or business associates with or without charge;

         "WARRANTY PERIOD" means the period during which the grant of license
         and rights made by Licensor to Licensee under this Agreement remains in
         effect;

         "WEB PAGE" means a document or file that is formatted using HTML and
         that is intended to be accessible to Customers with a web browser;

         "WEBSITE" means a series of interconnected Web Pages; and

         "WITHHOLDING" means any deduction or withholding made by an Approved
         Financial Institution from the remittance of converted Network Services
         Fees by Licensor to Licensee or any Sublicensee.

2.       INTERPRETATION

2.1      GENDER AND NUMBER.  Words  expressed  in one gender  include all
         genders,  and the  singular  includes the plural, and vice versa.

2.2      HEADINGS. Headings have been inserted into this Agreement for
         convenience of reference only and they do not affect the interpretation
         of this Agreement.

2.3      RECITALS AND  SCHEDULES.  The recitals and schedules to this Agreement
         are  incorporated  by reference and form part of this Agreement.

2.4      CURRENCY.  All  references to dollar  amounts are  references to lawful
         currency of the United States of America, unless expressly stated to be
         otherwise.

2.5      AMBIGUITIES. Ambiguities, inconsistencies, or conflicts in this
         Agreement will not be strictly construed against the drafter of the
         language but will be resolved by applying the most reasonable
         interpretation under the circumstances, giving full consideration to
         the parties' intentions at the time this Agreement is entered into.

                  PART II--SOFTWARE LICENSE & TECHNICAL SUPPORT

3.       OWNERSHIP, TERRITORY, AND LICENSE TERM

3.1      OWNERSHIP. As between the parties, Licensor owns and will retain all
         right, title, and interest in and to the Software and the
         Documentation, except for the limited license rights specifically
         granted in this Agreement. In addition, Licensee agrees that any
         derivative software technology or products developed by or on behalf of
         Licensee (with or without the consent of Licensor) using or based upon
         the Software or the Documentation will be the sole property of
         Licensor, and Licensee will, upon request by Licensor, execute an
         assignment and transfer of rights in such derivative software
         technology, products, or documentation in favour of Licensor.


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                                                                          Page 6


3.2      TERRITORY. The license and rights granted to Licensee will apply
         worldwide (the "Territory").

3.3      LICENSE TERM. The license and rights granted to Licensee will have
         effect from the Effective Date and continue until otherwise terminated
         pursuant to this Agreement (the "License Term").

4.       GRANT

4.1      PERPETUAL WORLDWIDE LICENSE. Licensor grants to Licensee an
         irrevocable, worldwide, perpetual license to use the Software in and
         throughout the Territory for the support and operation of Licensee's
         Business. The above license includes the right to concurrently utilize
         the Software on all computer systems, servers, and Websites which host
         or support Licensee's Business from time to time, to distribute and
         sublicense the Downloadable Software to Customers as necessary, and to
         create and maintain copies of the Software for back-up and security
         purposes. The above license includes the right to grant sublicenses to
         Sublicensees to use the Software in the Territory for the support and
         operation of Bingo Tournaments hosted or conducted by the Sublicensees,
         provided that the terms of the sublicenses shall be on such same terms
         and conditions as Licensee may from time to time require. The above
         license does not include the right to modify, improve, or create
         derivative software, technology, or products from the Software, or to
         use the Software for any activities that are not in the ordinary course
         of Licensee's Business. Licensor covenants and agrees that Licensee
         will, for the duration of this Agreement, have the exclusive right to
         use the Software in the Territory for the support and operation of an
         Internet portal or Website to host Bingo Tournaments as conducted by
         Licensee or its Sublicensees from time to time.

4.2      SOFTWARE HOSTING SERVICES. Licensor will engage the services and
         computer facilities of an ASP to host the Software on the ASP's
         computer server for access by Licensee, Sublicensees and Customers.
         Licensor warrants and covenants that the hosting services and
         facilities of the ASP will at all times satisfy the performance
         requirements set out in Schedule C.

4.3      DELIVERY BY LICENSOR TO ESCOW AGENT. When and if required by Licensee,
         Licensor will enter into an Escrow Agreement on terms and conditions
         reasonably required by Licensee. Upon execution of the Escrow
         Agreement, Licensor will immediately deliver to the Escrow Agent, at no
         additional cost to Licensee, one complete copy of the Software to be
         held pursuant to the Escrow Agreement, which delivery will include all
         source code materials for the Software, and from time to time
         thereafter, Licensor will deliver to the Escrow Agent, at no additional
         cost to Licensee, the following materials to be held pursuant to the
         Escrow Agreement:

         (a)      current versions of the Software, Specifications, and
                  Documentation, in such format and on such media as Licensee
                  may require to install and operate the Software on Licensee's
                  computer systems and servers, and to grant and support
                  Sublicenses of the Software in accordance with this Agreement,
                  when and if the same are released pursuant to the Escrow
                  Agreement; and

         (b)      a Master CD containing the Downloadable Software (including
                  Upgrades thereto).


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                                                                          Page 7


4.4      INTERNET ACCESS BY CUSTOMERS. Licensor will permit and facilitate
         Customers to:

         (a)      have access to the Software through Licensee's Website; and

         (b)      download and install the Downloadable Software on Customers'
                  computers.


4.5      FINANCIAL  TRANSACTIONS  AND  BINGO  TOURNAMENT  PARTICIPATION. As part
         of the  Software,  Licensor  will provide Licensee and Sublicensees a
         financial  transaction  processing and Bingo Tournament  participation
         system to allow:


         (a)      Customers to deposit, through the use of credit cards, debit
                  cards, cheques, cash, or any other method of payment, the
                  Customer Payments, to convert the same into Customer Credits
                  at the Conversion Ratio, and vice versa, to receive payment of
                  the converted amount of Customer Credits and to obtain
                  detailed reports on the status of transactions involving
                  Customer Payments and Customer Credits;

         (b)      Customers  to gain  access  to and  participate  in Bingo
                  Tournaments  in  accordance  with the Rules and Regulations;
                  and

         (c)      Licensee and Sublicensees to collect, directly or through a
                  Software administrator, Network Maintenance Fees, to monitor
                  and administer the collection and distribution of Tournament
                  Entrance Fees, to pay License Fees, Service Fees, Sublicense
                  Fees, and Sublicensee Service Fees, and to obtain detailed
                  transaction reports on Customer Payments, Customer Credits,
                  Network Maintenance Fees, License Fees, Service Fees,
                  Sublicense Fees, and Sublicensee Service Fees.

4.6      SUPPORT  OBLIGATIONS OF LICENSOR.  Licensor will,  during the License
         Term,  provide the following support at no additional cost to Licensee
         or Sublicensees:

         (a)      Licensor will use commercial best efforts to create, acquire
                  or develop new Upgrades or Documentation that will implement,
                  facilitate and support the effective, timely and accurate
                  performance of all services which Licensor has agreed to
                  provide herein, and to implement, accommodate and support the
                  Rules and Regulations, and to make all new Upgrades and
                  Documentation immediately available to Licensee;

         (b)      maintain and upgrade its staff and facilities to enable it to
                  carry out its obligations under this Agreement and the Rules
                  and Regulations in the most effective, timely, and accurate
                  manner that is technologically possible;

         (b)      technical assistance to promptly respond to and resolve
                  difficulties encountered by Licensee or Sublicensees with the
                  Software, such assistance to be available by e-mail,
                  telecopier, and telephone facilities 24 hours per day, 7 days
                  per week, 365 days per year; and

         (c)      software programming services to promptly correct errors and
                  overcome problems with the Software, to enhance the
                  effectiveness of the Software and to enable the Software to
                  effectively operate on or be accessed from Licensee's and
                  Sublicensee's computer systems and Websites.

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                                                                          Page 8


              PART III--OPERATION OF CUSTOMER SERVICE & DATA CENTRE

5.       ENGAGEMENT OF LICENSOR

5.1      ENGAGEMENT AND RESPONSIBILITIES. Licensee hereby engages Licensor to
         operate the customer service centre and data centre for Licensee's
         Business on the terms and conditions set out in this Agreement.
         Licensor will be responsible to provide and manage all staff,
         equipment, and facilities necessary for the operation of:

         (a)      the  customer  service  centre to receive  and  promptly  and
                  effectively  reply to and  process requests for information
                  and service from present, potential, and future Customers; and

         (b)      the data centre to promptly and accurately process and issue
                  financial, management, and Customer reports for Licensee's
                  Business (in a form and by such deadlines as the Supervisor
                  may reasonably require from time to time) and to issue and
                  process payments of funds to Customers based on converted
                  Customer Credits in accordance with the Rules and Regulations.

         Licensor hereby accepts the above engagement and agrees to carry out
         the above duties and responsibilities in accordance with this Agreement
         and the reasonable targets and requirements and directions of Licensee
         from time to time. Licensor agrees its duties and responsibilities may
         be reasonably modified, reduced, or increased at Licensee's request
         from time to time to meet the requirements of Licensee's Business.

5.2      COVENANTS. Licensor will report to the Supervisor. Licensor will comply
         with all lawful instructions and directions given by Licensee. Licensor
         will not represent itself as being a partner of Licensee nor as having
         any proprietary interest in the Licensee's Business or the intellectual
         property developed by Licensee. Licensor will not commit or purport to
         commit Licensee to any financial obligation or liability, without the
         prior approval of the Supervisor.

5.3      INDEPENDENT CONTRACTOR. Licensor is and will be deemed to be an
         independent contractor and will provide or procure its own office,
         equipment, and staff to complete its responsibilities and duties under
         this Part III. Licensor will register and pay applicable employer
         premiums under Workers Compensation legislation and will pay all income
         taxes and statutory remittances on payments received from Licensee.
         Licensor may, at its sole cost and liability, contract with
         subsidiaries, affiliates, and third parties to provide portions of the
         services and facilities which Licensor is required to provide under
         this Part, provided that Licensor will continue to remain responsible
         for the due performance of its obligations under this Part.

5.4      RENEWABLE SERVICES TERM. Subject to the provisions for termination set
         forth in this Agreement, the term of Licensee's engagement under this
         Part (the "Services Term") will be for an initial period of 3 years
         commencing on the Effective Date. Thereafter, the Services Term may be
         renewed by mutual written agreement of the parties for successive 3
         year periods, until:

         (a)      Licensor's  engagement  under this Part is  terminated  by
                  either party in  accordance  with this Agreement; or,

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                                                                          Page 9


         (b)      either party gives written notice to the other party at least
                  90 days prior to the end of the initial Services Term or any
                  renewal thereof, that the first party elects not to renew the
                  engagement of Licensor for a further Services Term and
                  following such notice, the engagement of Licensor under this
                  Part will terminate on the last day of the current Services
                  Term.

5.5      SERVICES FOR SUBLICENSEES. Licensor will provide the above-stated
         services for the operation of a customer service centre and data centre
         for any Sublicensees appointed by Licensee from time to time.


             PART IV--COLLECTION & DISTRIBUTION OF CUSTOMER PAYMENTS
                          AND LICENSOR'S CASH ACCOUNTS


6.       CUSTOMER PAYMENTS


6.1      LICENSOR'S CASH ACCOUNTS. Licensee authorizes Licensor to establish,
         maintain or operate one or more Licensor's Cash Accounts for the
         deposit of Customer Payments and for the withdrawal of payments
         authorized by this Agreement. When requested by Licensee, Licensor will
         promptly transfer cash amounts between Licensor's Cash Accounts.
         Licensor acknowledges and agrees that Licensee will be the sole owner
         of all Customer Payments made by Customers of Licensee and that all
         funds deposited into Licensor's Cash Accounts as a result of Customer
         Payments from Customers of Licensee pursuant to this Agreement and the
         Rules and Regulations will be held in trust by Licensor for Licensee,
         subject to the express provisions of this Agreement which entitle
         Licensor to withdraw interest and fees from Licensor's Cash Accounts.
         At Licensee's request, Licensor will execute a form of general security
         interest or other agreement prepared by Licensee's solicitors to
         confirm Licensee's beneficial ownership of all Customer Payments made
         by Customers of Licensee, subject to the above mentioned exclusions in
         favour of Licensor.

6.2      COLLECTION OF CUSTOMER PAYMENTS FOR LICENSEE. Licensee hereby appoints
         Licensor as its agent to use the Software to collect and record the
         Customer Payments in a timely and accurate manner. The Customer
         Payments will be made and retained in US currency. Licensor will
         deposit the Customer Payments in one or more of Licensor's Cash
         Accounts. Upon deposit into Licensor's Cash Accounts, all Customer
         Payments made by Customers of Licensee will be the property of Licensee
         and will be held in trust by Licensor, provided:

         (a)      all interest earned on the Licensor's Accounts will be for the
                  sole benefit of Licensor (and Licensee hereby waives and
                  disclaims all rights and title to such interest in favour of
                  Licensor) and such interest may be withdrawn from Licensor's
                  Cash Accounts by Licensor at any time; and

         (b)      all fees payable to Licensor pursuant to this Agreement may be
                  withdrawn from Licensor's Cash Accounts by Licensor as and
                  when such fees are due and payable (and Licensee hereby
                  authorizes Licensor to make such withdrawals).

         Following such deposit, no Customer will have any property rights in


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         the Customers Payments or in Licensor's Cash Accounts. Customers'
         rights will then be limited to the Customer Credits as set out in
         Article 7 of this Agreement and the Rules and Regulations. Licensor
         agrees to remit the balance of converted Network Maintenance Fees to
         Licensee as set out in Article 8 of this Agreement.

6.3      COLLECTION OF CUSTOMER PAYMENTS FOR SUBLICENCEES. Licensor will act as
         agent for any Sublicensees appointed by Licensee from time to time, to
         use the Software to collect and record the Customer Payments made by
         Customers of Sublicensees in a timely and accurate manner. The Customer
         Payments will be made and retained in US currency. Licensor will
         deposit the Customer Payments in one or more of Licensor's Cash
         Accounts. Upon deposit into Licensor's Cash Accounts, all Customer
         Payments made by Customers of a Sublicensee will be the property of
         that Sublicensee and will be held in trust by Licensor, provided:

         (a)      all interest earned on the Licensor's Accounts will be for the
                  sole benefit of Licensor (and Licensee will cause Sublicensee
                  to waive and disclaim all rights and title to such interest in
                  favour of Licensor) and such interest may be withdrawn from
                  Licensor's Cash Accounts by Licensor at any time;

         (b)      all fees payable in to Licensor for the Sublicence to this
                  Agreement may be withdrawn from Licensor's Cash Accounts by
                  Licensor as and when such fees are due and payable (and
                  Licensee will cause Sublicensee to authorize Licensor to make
                  such withdrawals).

         At Licensee's request, Licensor will execute a form of general security
         interest or other agreement prepared by Licensee's solicitors to
         confirm a Sublicensee's beneficial ownership of all Customer Payments
         made by Customers of that Sublicensee, subject to the above mentioned
         exclusions in favour of Licensor.

6.4      BOOKS AND RECORDS. On the second business day of each month Licensor
         will issue a transaction statement to Licensee detailing the
         calculation, collection, and deposit of the Customer Payments and all
         applicable Licensor's Cash Accounts for the immediately preceding
         month. If Licensee has appointed Sublicensees, Licensor will issue
         separate statements for the Customer Payments relating to each
         Sublicensee's Website. Licensor will maintain books of account and
         records relating to the Customer Payments and all applicable Licensor's
         Cash Accounts and will take reasonable measures to ensure that these
         books and records are accurate. Upon reasonable notice of not less than
         10 days, Licensee or a Sublicensee may, at its expense, inspect such
         books of account and records. If an inspection determines that Licensor
         has not collected or deposited the correct amount of the Customer
         Payments collected or deposited, then Licensor will immediately make
         the necessary adjusting payment. If Licensor has incorrectly collected
         and deposited Customer Payments by a figure of greater than 0.5% for
         the period covered by the inspection, then Licensor will bear the cost
         of that inspection.

6.5      FINANCIAL SERVICE CHARGES AND CHARGE-BACKS. Notwithstanding any other
         provision of this Agreement, Licensor will bear the cost of all fees,
         service charges, however described or named, payable to credit card
         companies, banks, credit unions, trust companies, investment or
         brokerage firms or financial institutions for the collection, deposit,
         investment, handling and remittance of Customer Payments and other
         payments referred to in this Agreement and the operation of Licensor's
         Cash Accounts. If any Customer Payment that is made by credit card or


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         debit card is subsequently reversed by the processing financial
         institution (referred to as a "charge-back"), then such charge-back
         will be the responsibility of the Licensee or Sublicensee whose
         Customer Payment is subject to the charge-back, and Licensor shall be
         entitled to withdraw the amount of the charge-back from the funds held
         in trust for the responsible Licensee or Sublicensee in the Licensor's
         Cash Accounts.

7.       CUSTOMER ACCOUNTS

7.1      ESTABLISHMENT OF CUSTOMER ACCOUNTS. Upon receipt of a Customer Payment,
         Licensor will use the Software to establish a separate account for that
         Customer. Licensor will use the Conversion Ratio to determine the
         amount of Customer Credits to be added to that Customer's account in
         respect of the Customer Payment. Licensor will immediately update and
         at all times maintain an accurate record of the amount of Customer
         Credits in a Customer's account, in accordance with the Rules and
         Regulations and this Agreement. The Software's user interface and the
         reports issued to Customers and Licensee may, for ease of reference,
         understanding and operation, show the Customers' accounts in US
         currency, however, this depiction does not grant the Customers' any
         rights in the Licensor's Cash Accounts.

7.2      INCREASING CUSTOMER CREDITS. Licensor will increase the amount of
         Customer Credits in a Customer's account if and to the extent that:

         (a)      the  Customer  is  entitled, under the Rules and Regulations,
                  to  receive  all or part of the Tournament Entrance Fees for a
                  specific Bingo Tournament;

         (b)      the Customer makes additional Customer Payments;

         (c)      the Customer is entitled, under the Rules and Regulations, to
                  a  refund  of any  Network Maintenance Fees or Tournament
                  Entrance Fees previously paid by the Customer;

         (d)      a third party  transfers  his or her  Customer  Credits to the
                  Customer in  accordance  with the Rules and Regulations;

         (e)      an entry in required to correct one or more errors in the
                  Customer's account; or

         (f)      any other increase is authorized under the Rules and
                  Regulations.

7.3      DECREASING  CUSTOMER  CREDITS.  Licensor  will  decrease  the amount of
         Customer  Credits in a  Customer's account if and to the extent that:

         (a)      the Customer is required,  under the Rules and Regulations, to
                  pay Network  Maintenance Fees for a specific Bingo Tournament;

         (b)      the  Customer,  under the Rules and  Regulations,  elects to
                  pay  Tournament Entrance Fees for a specific Bingo Tournament;

         (c)      the Customer  demands  conversion  of the  Customer  Credits


<PAGE>

                                                                         Page 12


                  in his or her account and payment of the converted Customer
                  Credits to the Customer's credit card or other account;

         (d)      the  Customer  transfers  his or her  credits to a third party
                  in  accordance  with the Rules and Regulations;

         (e)      an entry is required to correct one or more errors in the
                  Customer's account; or

         (f)      any other deduction is authorized under the Rules and
                  Regulations.

         Using the Software, Licensor will initiate and record prior notice to
         the Customer of each proposed decrease in the amount of Customer
         Credits and enable the Customer to record his or her approval of such
         decrease by sending the appropriate command through the Software.

7.4      CONVERSION AND WITHDRAWAL OF CUSTOMER CREDITS. At any time, a Customer
         of a Licensee or Sublicensee may authorize the conversion and
         withdrawal of the Customer Credits, or a portion of the Customer
         Credits, remaining in the Customer's account. Upon receipt of such
         authorization, Licensor will immediately use the Software to decrease
         the Customer's account by the requested amount of Customer Credits (up
         to the remaining Customer Credits available), and to convert the
         applicable credits into US currency according to the Conversion Ratio,
         and immediately withdraw and remit the converted amount of Customer
         Credits in US currency from funds held in trust in Licensor's Cash
         Accounts for Licensee or Sublicensee, as the case may be, to the
         Customer's credit card or other account in accordance with the Rules
         and Regulations, and any applicable national, federal, state,
         provincial, municipal, or other laws.

7.5      CUSTOMER ACCOUNT RECORDS. Upon a request by a Customer, Licensor will,
         using the Software, immediately provide that Customer with an accurate
         transaction record of that Customer's account, which will display the
         amount of Customer Credits in that Customer's account, the amount of
         Network Maintenance Fees and Tournament Entrance Fees paid by that
         Customer, the amount of Tournament Entrance Fees deposited to that
         Customer's account for winning a Bingo Tournament as defined in the
         Rules and Regulations, the total deposits made to that Customer's
         account, and the total withdrawals from the account made by that
         Customer. Licensor will provide this report in a secure, confidential
         electronic form on Licensee's or Sublicensee's Website, in a format
         suitable for downloading by that Customer via the Internet.

8.       NETWORK  MAINTENANCE FEES, LICENSE FEES, SERVICE FEES, SUBLICENSE FEES,
         SUBLICENSEE SERVICE FEES, INTIAL SETUP FEE AND SUBLICENSEE
         INITIALIZATION FEE

8.1      NETWORK MAINTENANCE FEES. Licensee will be the sole owner of all
         Network Maintenance Fees paid by Customers of Licensee and each
         Sublicensee will be the sole owner of all Network Maintenance Fees paid
         by Customers of that Sublicensee, regardless of the place, account, or
         manner in which the Network Maintenance Fees are collected, stored,
         recorded, deposited, or held.

8.2      COLLECTION OF NETWORK MAINTENANCE FEES. Using the Software, Licensor
         will deduct and collect the Network Maintenance Fees from the

<PAGE>

                                                                         Page 13

         Customers' accounts on behalf of Licensee and Sublicensees. The Network
         Maintenance Fees will be initially expressed in Customer Credits and
         will be recorded in separate accounts for Licensee and each
         Sublicensee. At the end of each month Licensor will use the Conversion
         Ratio to convert the Network Maintenance Fees in Licensee's and
         Sublicensees' accounts into US currency. Until paid to Licensee or
         Sublicensees, Licensor will hold the converted Network Maintenance Fees
         in trust for Licensee or Sublicensees in a separate account at an
         Approved Financial Institution, with interest accruing on this account
         for the benefit of Licensor.

8.3      LICENSE FEES AND SUBLICENSE FEES. As consideration for the grant of
         license and rights by Licensor and for the issuance of the warranties
         and representations by Licensor, Licensee hereby agrees to pay, or will
         direct its Software administrator to pay, to Licensor the applicable
         License Fees. Licensee will pay only one set of License Fees regardless
         of the number of computer systems or servers that the Software is
         installed on or utilized in the course of Licensee's Business. Licensee
         will pay, or will direct its Software administrator to pay, Sublicense
         Fees for each sublicense granted by Licensee.

8.4      MINIMUM MONTHLY LICENSE FEE. Commencing on the Effective Date, Licensee
         will pay Licensor a minimum monthly license fee of $60,000 for each
         complete calendar month, inclusive of License Fees and Sublicense Fees
         payable for that month. The amount by which the minimum monthly license
         fees for a completed calendar month exceeds the License Fees and all
         Sublicense Fees paid for that month, if any, will be paid by Licensee
         to Licensor within 14 days of the last day of that month.

8.5      SERVICE FEES AND SUBLICENSEE SERVICE FEES. Licensee will pay, or will
         direct its Software administrator to pay, Service Fees to Licensor. The
         Service Fees will be calculated for each calendar month and paid to
         Licensor within 14 days after the end of the applicable calendar month.
         Licensee will pay, or will direct its Software administrator to pay,
         Sublicensee Service Fees for each sublicense granted by Licensee.

8.6      MINIMUM MONTHLY SERVICE FEE. Commencing on the Effective Date, Licensee
         will pay a minimum monthly service fee of $18,000 for each complete
         calendar month, inclusive of the Service Fees and Sublicensee Service
         Fees payable for that month. The amount by which the minimum monthly
         service fees for a completed calendar month exceeds the Service Fees
         and all Sublicensee Service Fees for that calendar month will be paid
         by Licensee to Licensor within 14 days after the end of the calendar
         month.

8.7      INITIAL SETUP FEE AND SUBLICENSEE INITIALIZATION FEES. Licensee will
         pay Licensor the Initial Setup Fee as the one-time consideration for
         services rendered by Licensor to initialize and make the Software
         accessible for use by Licensee and its Customers. The Initial Setup Fee
         will be due and payable on the date the Software is first initialized
         and made accessible for use by Licensee and its Customers. Licensee
         will pay Licensor a one-time Sublicensee Initialization Fee for each
         Sublicensee appointed by Licensee, payable on the date the Software is
         first initialized for the Sublicensee and its Customers.

8.8      TAXES. The Initial Setup Fee, and all License Fees, Service Fees,
         Sublicense Fees, Sublicensee Service Fees and Sublicensee
         Initializations Fees will be subject to all laws and regulations now or
         hereafter in existence requiring the deduction or withholding of
         payment for income or other taxes and duties payable by or assessable
         against Licensor. Licensee will have the right to make such deductions
         and withholdings and to remit the same to the government or agency

<PAGE>
                                                                         Page 14


         concerned and such action will fulfill Licensee's obligation to pay the
         applicable amount of License Fees, Service Fees, Sublicense Fees,
         Sublicensee Service Fees and Sublicensee Initialization Fees to
         Licensor. Licensor will indemnify and save Licensee harmless from all
         such taxes and duties.

8.9      REMITTANCE OF CONVERTED  NETWORK  MAINTENANCE FEES. Within 14 calendar
         days after the end of each calendar month, commencing 30 days after the
         Effective Date, Licensor will remit from Licensor's Cash Accounts;

         (a)      to Licensor, or as Licensor directs, the Initial Setup Fee and
                  all applicable License Fees, Service Fees, Sublicense Fees,
                  Sublicensee Service Fees and Sublicensee Initialization Fees,
                  less Withholding for the preceding month subject to any
                  adjustments or reconciliation payments required from time to
                  time pursuant to this Agreement;

         (b)      to Licensee, or as Licensee directs, the balance of the
                  converted Network Maintenance Fees paid by Customers of
                  Licensee for the preceding calendar month, less the Initial
                  Setup Fee and applicable License Fees, Service Fees, and
                  Withholding on the aforesaid fees, and adjustments or
                  reconciliation payments required from time to time pursuant to
                  this Agreement; and

         (c)      to each Sublicensee, or as that Sublicensee directs, the
                  balance of the converted Network Maintenance Fees paid by
                  Customers of that Sublicensee for the preceding calendar
                  month, less the Sublicensee Initialization Fee, Sublicense
                  Fees, Sublicensee Service Fees and Witholding on the aforesaid
                  fees, and adjustments or reconciliation payments required from
                  time to time pursuant to this Agreement.

8.10     BOOKS AND RECORDS. Licensor will issue a monthly statement detailing
         the calculation and payment of Network Maintenance Fees, License Fees,
         Service Fees, Sublicense Fees and Sublicensee Service Fees to accompany
         each payment of converted Network Maintenance Fees to Licensee. If
         Licensee has appointed Sublicensees, Licensor will issue separate
         statements and payments for the Network Maintenance Fees, Sublicense
         Fees, and Sublicensee Service Fees relating to each Sublicensee's
         Website. This statement will be conclusive as to the contents thereof,
         except for manifest errors and omissions. Licensor will maintain books
         of account and records relating to Network Maintenance Fees, License
         Fees, Service Fees, Sublicense Fees and Sublicensee Fees and will take
         reasonable measures to ensure that these books and records are
         accurate. Upon reasonable notice of not less than 10 days, Licensee or
         Sublicensee may, at its expense, inspect such books of account and
         records. If an inspection determines that Licensor has not paid the
         correct amount of Network Maintenance Fees, License Fees, Service Fees,
         Sublicense Fees, or Sublicensee Service Fees, then the parties will
         make the necessary adjusting payment within 14 calendar days after such
         determination. If Licensor has underpaid the correct amount of the
         Network Maintenance Fees, or overpaid the correct amount of License
         Fees, Service Fees, Sublicense Fees, or Sublicense Service Fees, by
         more than 2%, then Licensor will bear the cost of the inspection.

8.11     INTEREST ON OVERDUE PAYMENTS. Licensor will pay to Licensee or
         Sublicensee, as the case may be, interest at the rate of 2% per month,
         compounded monthly, on all payments of funds due and owing to Licensee
         or Sublicensee under this Agreement and which have become overdue.


<PAGE>
                                                                         Page 15


         Interest will accrue at the aforesaid rate on a daily basis until the
         outstanding payments have been made.

8.12     PRE-CONDITION TO WITHDRAWAL OF FEES. Notwithstanding any other
         provision of this Agreement, Licensor will not be entitled to withdraw
         any fees or payments from Licensor's Cash Accounts if Licensor is in
         default of its obligations or breach of its warranties and
         representations under this Agreement.

9.       TOURNAMENT ENTRANCE FEES

9.1      COLLECTION OF TOURNAMENT ENTRANCE FEES. Using the Software, Licensor
         will deduct and collect the Tournament Entrance Fees from Customers'
         accounts. The Tournament Entrance Fees will be initially expressed in
         Customer Credits and will be recorded in a separate account for the
         applicable Bingo Tournament.

9.2      DISTRIBUTION OF TOURNAMENT ENTRANCE FEES. Upon completion of each Bingo
         Tournament, Licensor will cause the collected Tournament Entrance Fees
         to be distributed to Customers, in accordance with the Rules and
         Regulations. Nothing in this Agreement gives Licensee, Licensor, or any
         Sublicensee any property in or rights to the Tournament Entrance Fees,
         and no part of the Tournament Entrance Fees will be distributed to
         Licensee, Licensor, or any Sublicensee.

9.3      BOOKS AND RECORDS. On the second business day of each month Licensor
         will issue a statement to Licensee detailing the collection,
         calculation and distribution of the Tournament Entrance Fees for the
         immediately preceding month. Licensor will maintain books of account
         and records relating to the Tournament Entrance Fees and will take
         reasonable measures to ensure that these books and records are
         accurate. Upon reasonable notice of not less than 10 days, Licensee or
         a Sublicensee may, at its expense, inspect such books of account and
         records. If an inspection determines that Licensor has not collected or
         distributed the correct amount of the Tournament Entrance Fees, then
         Licensor will immediately make the necessary adjusting payment to the
         Customers suffering an underpayment. If Licensor has overpaid or
         underpaid out the Tournament Entrance Fees to Customers by a figure of
         greater than 0.5% for the period covered by the inspection, then
         Licensor will bear the cost of that inspection. If Licensee has
         appointed a Sublicensee or Sublicensees, then Licensor will issue
         separate statements for the Tournament Entrance Fees relating to each
         Sublicensee's Website.

            PART V--CONFIDENTIAL, CUSTOMER, & PROPRIETARY INFORMATION

10.      CONFIDENTIALITY

10.1     LICENSOR'S CONFIDENTIAL INFORMATION. The Software, the Documentation,
         and any other source code, computer program listings, techniques,
         algorithms, and processes and technical and marketing plans or other
         sensitive business information, including all materials containing said
         information, which are supplied by Licensor to Licensee is the
         confidential information of Licensor (the "Licensor's Confidential
         Information").

10.2     RESTRICTIONS  ON USE.  Licensee  agrees that,  except as allowed under
         this  Agreement or as authorized in writing by Licensor, Licensee will:

<PAGE>
                                                                         Page 16


         (a)      preserve and protect the confidentiality of all of the
                  Licensor's Confidential Information;

         (b)      not disclose to any third party the existence,  source,
                  content,  or substance of the Licensor's Confidential
                  Information or make copies of the Licensor's Confidential
                  Information;

         (c)      not deliver any of the  Licensor's  Confidential  Information
                  to any third party,  or permit the Licensor's Confidential
                  Information to be removed from Licensee's premises;

         (d)      not use any of the  Licensor's  Confidential  Information in
                  any way other than as  provided  in this Agreement; and

         (e)      not disclose,  use, or copy any  third-party  information or
                  materials  received in confidence by Licensee for the purposes
                  of this Agreement.

10.3     LIMITATIONS.  Information is not considered to be the Licensor's
         Confidential  Information if Licensee can demonstrate that it:

         (a)      is already or otherwise becomes publicly known through no act
                  of Licensee;

         (b)      is lawfully received from third parties subject to no
                  restriction of confidentiality;

         (c)      can be shown by  Licensee  to have been  independently
                  developed  by it  without  the use of the Licensor's
                  Confidential Information;

         (d)      is required or authorized by applicable law, regulation, or by
                  administrative,  quasi-judicial, or judicial order or decree
                  to be disclosed; or

         (e)      is authorized in writing by Licensor to be disclosed, copied,
                  or used.

10.4     LICENSEE'S CONFIDENTIAL INFORMATION. The Customer Information, all
         information, data, specifications, documentation, and software listings
         relating to Licensee's Business, and any other source code, computer
         program listings, techniques, algorithms, and processes and technical
         and marketing plans or other sensitive business information, including
         all materials containing said information, which Licensee may from time
         to time disclose or impart to Licensor is the confidential information
         of Licensee (the "Licensee's Confidential Information").

10.5     RESTRICTIONS ON USE. Licensor agrees that, except as authorized in
         writing by Licensee, Licensor will:

         (a)      preserve and protect the confidentiality of all of the
                  Licensee's Confidential Information;

         (b)      not disclose to any third party the existence, source,
                  content, or substance of the Licensee's Confidential
                  Information or make copies of the Licensee's Confidential
                  Information;

<PAGE>

                                                                         Page 17



         (c)      not deliver any of the  Licensee's  Confidential  Information
                  to any third party,  or permit the Licensee's Confidential
                  Information to be removed from Licensor's premises;

         (d)      not use any of the  Licensee's  Confidential  Information in
                  any way other than as  provided  in this Agreement;

         (e)      not disclose,  use, or copy any third party  information or
                  materials  received in confidence by Licensor for the purposes
                  of this Agreement; and

         (f)      require that each of its employees who work on or have access
                  to the materials that are the subject of this Agreement sign a
                  suitable confidentiality and work-for-hire/ assignment
                  agreement and be advised of the confidentiality and other
                  applicable provisions of this Agreement.

10.6     LIMITATIONS.  Information is not considered to be the Licensee's
         Confidential  Information if Licensor can demonstrate that it:

         (a)      is already or otherwise becomes publicly known through no act
                  of Licensor;

         (b)      is lawfully received from third parties subject to no
                  restriction of confidentiality;

         (c)      can be shown by  Licensor  to have been  independently
                  developed  by it  without  the use of the Licensee's
                  Confidential Information;

         (d)      is required or authorized by applicable law, regulation, or by
                  administrative,  quasi-judicial, or judicial order or decree
                  to be disclosed; or

         (e)      is authorized in writing by Licensee to be disclosed, copied,
                  or used.

10.7     LICENSEE  REPORTS.  Licensor  will ensure that all  reports and
         statements  to be provided to Licensee or
         Sublicensees  by the  Software  are in a secure,  confidential
         electronic  form in a format  suitable for downloading by Licensee or
         Sublicensees via the Internet.

11.      CUSTOMER INFORMATION

11.1     Customer Information. Licensor acknowledges and confirms that Licensee
         holds all right, title, and interest in the Customer Information.
         Nothing in this Agreement gives Licensor any property or interest in
         the Customer Information. Licensor will preserve, safeguard, and not
         disclose to any third party any Customer Information that Licensor may
         be in possession of. Licensor may use the Customer Information to
         further the interests of the Licensee's Business.

11.2     CUSTOMER REPORTS.  Nothing in this Agreement  restricts  Licensor from
         recording,  storing,  manipulating, and extracting  Customer
         Information  solely for the purpose of producing the Customer reports
         described in Part III.

<PAGE>
                                                                         Page 18

12.      TRADEMARKS

12.1     RIGHT TO USE. Further to the rights granted to Licensee by Licensor,
         Licensor hereby grants to Licensee and Sublicensees the right to use
         and display Trademarks solely to the extent reasonably necessary to
         disclose to third parties Licensee's rights to use the Software and
         Licensor's ownership interest in the Software and Documentation.
         Licensee will display the Licensor's trademarks on Licensee's and
         Sublicensee's Websites in a manner as agreed between the parties.

13.      NON-DISCLOSURE

13.1     NON-DISCLOSURE. Neither party will disclose any of the terms of this
         Agreement to any third party without first obtaining the consent of the
         other party, save and except where such disclosure is required or
         authorized by applicable law, regulation, or by administrative,
         quasi-judicial, or judicial order or decree to be disclosed.

                         PART VI--WARRANTIES & INDEMNITY

14.      WARRANTIES AND INDEMNITY

14.1     GENERAL WARRANTIES. Licensor warrants as follows:

         (a)      during the Warranty Period the media containing each portion
                  of the Software and the Downloadable Software (except for
                  modifications made by Licensee) will, under normal use, be
                  free of defects in materials and workmanship, the Software and
                  the Downloadable Software will operate and perform in
                  accordance with the Specifications and the Documentation, and
                  the media containing the Software and the Downloadable
                  Software will allow the Licensee to replicate the Software and
                  the Downloadable Software;

         (b)      Licensor is the sole and exclusive owner of all rights,
                  whether  registered or unregistered,  in the Software, the
                  Downloadable Software, and the Documentation;

         (c)      the Software and the Downloadable Software are not subject to
                  any restriction or to any mortgages, liens, pledges, charges,
                  security interests, encumbrances, or claims or to any rights
                  of others or any kind or nature whatsoever which may prevent,
                  or may be breached by, the grant of license and rights to the
                  Licensee;

         (d)      the Software, the Downloadable Software, and the Documentation
                  do not encroach or infringe upon or misappropriate any
                  copyrights, trademarks, trade secrets, or any other
                  proprietary or contractual rights of third parties;

         (e)      Licensor has not entered into any agreement or arrangement of
                  any kind whatsoever which may have any restricting affect upon
                  Licensor's rights and authority to grant the license and
                  rights to Licensee;

         (f)      Licensor has not entered into any agreement or arrangement of
                  any kind whatsoever which may have any restricting affect upon
                  Licensor's rights and ability to carry out its
                  responsibilities under this Agreement;

<PAGE>
                                                                         Page 19



         (g)      Licensor will not, for the duration of the License Term,
                  provide any management or financial services or support to any
                  third parties conducting business competitive to the
                  Licensee's Business, other than Sublicensees that propose to
                  operate or acquire an internet portal to host bingo
                  tournaments and competitions as conducted by Licensee from
                  time to time;

         (h)      Licensor  will use best  commercial  efforts to  promote  and
                  serve the best  interests  of  Licensee  and Sublicensees;

         (i)      Licensor will provide to all Sublicensees appointed by
                  Licensee from time to time the services and facilities
                  required to be provided to Licensee pursuant to this
                  Agreement, subject to such enhancements or limitations as
                  Licensee may require;

         (j)      Licensor  will not interfere  with or interrupt  the
                  contractual  relationship  between  Licensee and its
                  Sublicensees; and

         (i)      the execution, delivery, and the performance and completion of
                  this Agreement by Licensor have been duly authorized by all
                  necessary corporate resolutions of the directors and
                  shareholders of Licensor, as necessary, and the terms of this
                  Agreement are valid and binding obligations of Licensor.

14.2     INDEMNITY AND LIMITATION OF LICENSOR'S LIABILITY. Licensor agrees to
         indemnify, hold harmless, and defend Licensee and its Sublicensees,
         directors, officers, employees, and agents from and against all claims,
         defence costs (including reasonable attorney's fees and disbursements),
         judgments, and other expenses arising out of or on account of such
         claims, including without limitation claims of:

         (a)      alleged infringement or violation of any trademark, copyright,
                  trade secret, right of publicity or privacy (including but not
                  limited to defamation), patent, or other proprietary right
                  with respect to the Software or Documentation as delivered to
                  Licensee;

         (b)      any use of  confidential or proprietary  information or trade
                  secrets Licensor has obtained from sources other than
                  Licensee;

         (c)      any misrepresentation or breach of warranty by Licensor or any
                  negligent act, omission, or breach of Licensor in the
                  performance of this Agreement (and for greater certainty, the
                  failure of Licensor to provide a Sublicensee the services and
                  facilities contemplated in this Agreement or a breach of
                  warranty or misrepresentation by Licensor to a Sublicensee
                  shall constitute a breach by Licensor of this Agreement); and

         (d)      Licensor's failure to comply with federal, provincial, state,
                  or local law.


         Licensee agrees that Licensor's maximum aggregate liability under this
         Section will be limited to the lesser of (i) $5,000,000 and (ii) the
         aggregate amount of the Initial Setup Fee and all License Fees, Service
         Fees, Sublicense Fees and Sublicensee Service Fees paid or payable by
         Licensee during the term of this Agreement and the term of Licensor's


<PAGE>
                                                                         Page 20


         engagement under Part III. Any claim for indemnity by Licensee under
         this Section must be initiated or documented in writing prior to the
         second anniversary of the date on which Licensee first becomes aware of
         circumstances which entitle Licensee to claim financial recovery from
         Licensor under this Section. This Section will survive termination of
         this Agreement or any Part of this Agreement.

            PART VII--CANCELLATION, TERMINATION, & DISPUTE RESOLUTION

15.      CANCELLATION AND TERMINATION

15.1     CANCELLATION. If Licensee does not pay the License Fees, the Service
         Fees, the Sublicense Fees or the Sublicensee Services Fees (if the
         Sublicense Fees or Sublicensee Service Fees are applicable at a given
         time), then Licensor may cancel this Agreement and thereafter neither
         party will have any liability or obligation to the other in respect of
         the matters set out in this Agreement.

15.2     TERMINATION.  A party may terminate  this  Agreement by issuing  notice
         in writing to the other party,  if any of the following events occurs:

         (a)      the other party is in breach of any provision of this
                  Agreement and fails to cure such breach within 14 days after
                  notice of such breach is received;

         (b)      the other party is subject to voluntary or involuntary
                  proceedings which may lead to the dissolution or winding up of
                  its corporate existence, to a declaration of bankruptcy or
                  insolvency against it, to the appointment of a receiver or
                  receiver-manager in respect of its assets or to the assignment
                  of its assets for the benefit of one or more of its secured or
                  unsecured creditors; or

         (c)      the other party ceases to carry on business in the ordinary
                  course.

15.3     TERMINATION FOR CONVENIENCE.  Licensee or Licensor may at any time
         terminate  Licensor's  engagement under Part III, on 3 months written
         notice.

15.4     ADDITIONAL RIGHT OF TERMINATION BY LICENSEE. In addition to Sections
         15.2 and 15.3, Licensee may immediately terminate Licensor's engagement
         under Part III of this Agreement at any time by providing written
         notice to Licensor if Licensee has reasonable grounds to believe
         Licensor has committed an act of fraud or dishonesty in the course of
         its engagement under Part III, whether or not such act has resulted in
         actual loss or damage to Licensee.

15.5     EFFECTS. Upon cancellation or termination of this Agreement, the
         parties will remain liable to each other for any defaults that occurred
         prior to the cancellation or termination. Licensee and all Sublicensees
         will immediately cease using the Software and Documentation and return
         all copies of the Software and Documentation, and the Licensor's
         Confidential Information, to Licensor. Licensor will immediately return
         all of the Licensee's Confidential Information, including the Customer
         Information, to Licensee. Licensor will, at Licensee's direction,
         continue to perform its obligations and duties under this Agreement to
         the date of termination and will cooperate fully with Licensee to
         ensure that other staff or contractors of Licensee become familiar with
         the content and status of the services and responsibilities assigned to
         Licensor.

<PAGE>
                                                                         Page 21


16.      DISPUTE RESOLUTION AND GOVERNING LAW

16.1     ARBITRATION. The parties agree to submit any dispute arising out of or
         in connection with this Agreement to binding arbitration in Vancouver,
         British Columbia before a single arbitrator, appointed by agreement of
         the parties (or, if they are unable to reach agreement within 21
         calendar days, appointed by a justice of the British Columbia Supreme
         Court) pursuant to the provisions of this Section, and to the extent
         not inconsistent with this Agreement, the Commercial Arbitration Act
         (British Columbia), the International Commercial Arbitration Act
         (British Columbia), and the Rules of the British Columbia International
         Commercial Arbitration Centre. The parties agree that such arbitration
         will be in lieu of either party's rights to assert any claim, demand,
         or suit in any court action, provided that either party may elect
         either binding arbitration or a court action with respect to a breach
         by the other party of such party's proprietary rights, including
         without limitation any trade secrets, copyrights, or trademarks. Any
         arbitration will be final and binding and the arbitrator's order will
         be enforceable in any court of competent jurisdiction.

16.2     GOVERNING LAW AND VENUE. The validity, construction, and performance of
         this Agreement will be governed by the laws of British Columbia, and
         the applicable laws of Canada, and, subject to Section 16.1, all claims
         and lawsuits, or either, in connection with this Agreement must be
         brought in the courts of British Columbia.

                          PART VIII--GENERAL PROVISIONS

17.      GENERAL

17.1     ENTIRE AGREEMENT, MODIFICATION, AND WAIVER. The Agreement, including
         the recitals and schedules, constitutes the entire agreement between
         the parties and replaces and supersedes any and all representations,
         negotiations, or agreements previously existing between the parties.
         This Agreement may only be modified by the prior written approval of a
         duly authorized representative of each party. The failure by Licensee
         or Licensor to enforce at any time, or for any period of time, the
         provisions of this Agreement, will not be interpreted to be a waiver of
         the right of either party to enforce any such provision.

17.2     NOTICES. All notices or demands under this Agreement will be via
         messenger, overnight delivery services, telecopier, or mail to the
         address of the receiving party specified on page one, above, and will
         be deemed complete upon receipt.

17.3     ASSIGNMENT. Licensee or Licensor may assign or subcontract this
         Agreement or any of their respective rights and obligations under this
         Agreement, or any Part of this Agreement, to another person or entity,
         upon giving the other party 14 days advance notice, which notice will
         include the name of the proposed assignee or subcontractor. Despite the
         foregoing, no such assignment or subcontract will operate to release
         either Licensee or Licensor from responsibility for the due performance
         of its obligations under this Agreement. The terms of this Agreement
         will be fully binding upon, enure to the benefit of, and be enforceable
         by the parties and their respective successors and permitted assigns.



17.4     INJUNCTIVE RELIEF. It is understood and agreed that a breach of any

<PAGE>
                                                                         Page 22

         provision of this Agreement by either party may cause the other
         irreparable harm for which recovery of money damages would be
         inadequate and that either party will therefore be entitled to obtain
         timely injunctive relief to protect its rights under this Agreement in
         addition to any and all remedies at law.

17.5     TIME OF THE ESSENCE.  Time is of the essence in this  Agreement and all
         obligations  of the parties under this Agreement.

17.6     FURTHER ASSURANCES. The parties agree to do all such further acts and
         execute such further documents as may be reasonably necessary to
         effectively carry out the terms and intent of this Agreement and to
         assure to Licensee all of the rights and privileges in the Software and
         the Documentation.

17.7     PUBLIC DISCLOSURE. Licensor and Licensee are, or will become, either a
         reporting issuer or controlled by a reporting issuer. Accordingly, each
         party will have the right, notwithstanding any other provision
         contained in this Agreement, to make such public disclosure relating to
         this Agreement and Licensee's use of and rights in the Software as may
         be required to comply with Licensor's and Licensee's obligations to
         make full disclosure of its affairs to the public and to regulatory and
         stock exchange officials.

17.8     SEVERABILITY. If any of the terms or provisions of this Agreement are
         determined to be invalid, unlawful, or unenforceable to any extent,
         such term or provision will be severed from the remaining terms and
         provisions which will continue to be valid to the fullest extent
         permitted by law.

17.9     COUNTERPARTS. This Agreement may be executed and delivered in
         counterparts and by telecopier with the same effect as if the parties
         had concurrently executed and delivered the same original copy of this
         Agreement.

17.10    FORCE MAJEURE. Neither party will be held responsible for damages
         caused by any delay or default due to any contingency beyond its
         control preventing or interfering with its performance under this
         Agreement.

17.11    NO THIRD PARTY RIGHTS. This Agreement is not for the benefit of any
         third  party,  and will not be considered to grant any remedy to any
         third party whether or not referred to in this Agreement.

<PAGE>
                                                                         Page 23


17.12    AGENCY. The parties are separate and independent legal entities. Except
         as expressly set out herein, this Agreement will not constitute either
         Licensee or Licensor as an agent, representative, partner, joint
         venturer, or employee of the other party for any purpose. Neither party
         has the authority to bind the other or to incur any liability on behalf
         of the other, nor to direct the employees of the other.


TO EVIDENCE THEIR AGREEMENT, the parties have executed this Agreement as of the
date written on page one, above.

Accepted and Agreed by Licensee:       Accepted and Agreed by Licensor:

BINGO.COM (CANADA) ENTERPRISES INC.    CYOP SYSTEMS INC.

by:                                    by:
-----------------------------------    --------------------------------
Authorized Signatory                   Authorized Signatory

by:                                    by:

-----------------------------------    --------------------------------
Authorized Signatory                   Authorized Signatory

WE HAVE AUTHORITY TO BIND THE          WE HAVE AUTHORITY TO BIND THE
CORPORATION                            CORPORATION




<PAGE>


                                   SCHEDULE A


List of Approved Financial Institutions.

CIBC
HSBC Bank of Canada
Royal Bank of Canada
Scotia Bank (Bank of Nova Scotia)
TD Canada Trust



<PAGE>


                                   SCHEDULE B

BINGO.COM, INC.

PLAY4PAY SKILL-BINGO

This page states the Terms and Conditions under which you may use any
PAY-TO-PLAY web site operated by or for Bingo.com, Inc. (the "Web Site"). Please
read these Terms and Conditions of Use for the Web Site (the "Terms and
Conditions") carefully. Any use of the Web Site will constitute your acceptance
of and be subject to these Terms and Conditions. If you do not accept the Terms
and Conditions stated here, please refrain from using the Web Site. Bingo.com,
Inc. (the "Company") may revise these Terms and Conditions at any time by
updating this posting. You should visit this page periodically to review the
Terms and Conditions, because they are binding on you.

SECTION 1. PAY-TO-PLAY TRANSACTIONS.

All financial transactions relating to the Web Site are handled and processed by
CYOP Systems, Inc. ("CYOP") under contract with the Company. You agree that CYOP
will be solely responsible for the proper handling of and accounting for all
funds involved in such transactions, including compliance with all applicable
laws and regulations, and the Company shall not in any event whatsoever be
liable to you, and you hereby release any claim and agree to indemnify the
Company, for any loss or damage relating to or arising from any default or
negligence of CYOP.

You will ensure that only the authorized user of a credit card will enter
information for or use that credit card for any transaction relating to the Web
Site on your account. You will be liable, jointly and severally with the
authorized user of the credit card, for any charges to any credit card used on
your account, and for any harm or charges that result from any unauthorized use
by any person of any credit card on your account, including termination of your
account.

The user of a credit card on your account will be asked to agree to, and
reaffirm, any charges that CYOP will make to the credit card. The user's
agreement to and reaffirmation of those charges constitutes your representation
and warranty to the Company and CYOP that you have authority to use that credit
card, agree to be liable for the reaffirmed charges, and authorize CYOP to
charge that credit card.

You agree to promptly notify CYOP and the Company of any changes to any entered
credit card information including, without limitation, account number,
expiration date, or billing address. You also agree to immediately notify CYOP
and the Company if an entered credit card expires, is stolen, or is cancelled
for any reason.

You may access your account information with ease and in a timely fashion, upon
compliance with any applicable identification requirements. You may credit
winnings back to your credit card up to the same amount of the initial charge at
any time prior to settlement of that charge by the credit card issuer. CYOP will
send to you by cheque at your entered billing address any winnings above the
initial charge. There will be an additional service fee for this service.

The Company may at any time issue a warning, temporarily suspend, indefinitely
suspend or terminate your membership account, or pursue any other remedies that
may be available to the Company, if you breach this agreement. These conditions
also apply to situations in which required member information cannot be verified
or authenticated. You hereby grant to the Company a security interest in any


<PAGE>

                                                                        Page 26


funds that may be in your account from time to time to secure your obligations
hereunder, and you agree to sign such documents and provide such further
assurances as the Company may request to confirm and enforce that security
interest.

Members whose accounts have been terminated may not access any member services
in any manner for any reason without the express prior written consent of the
Company. Active members may not knowingly allow any user whose membership has
been terminated to use the active member's account, User ID, or password.

SECTION 2. COMPANY'S LIABILITY.

The Company makes no claims that the Web Site or the Materials it presents are
appropriate or may be lawfully accessed, used or downloaded in the jurisdiction
in which you are located. Access to the Materials may not be legal by certain
persons or in certain jurisdictions. Your access to the Web Site is at your own
risk and you are responsible for compliance with the laws of your jurisdiction.

The Material may contain inaccuracies or typographical errors. The Company makes
no representations about the accuracy, reliability, completeness or timeliness
of the Material or about the results to be obtained from the Web Site or the
Material. Use of the Web Site or the Material is at your own risk. Changes are
periodically made to the Web Site and may be made at any time.

THE COMPANY DOES NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR-FREE OR THAT
THE WEB SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL
CONTENT. IF YOUR USE OF THE WEB SITE OR THE MATERIAL RESULTS IN THE NEED FOR
SERVICING OR REPLACING EQUIPMENT OR DATA, THE COMPANY IS NOT RESPONSIBLE FOR
THOSE COSTS.

THE WEB SITE AND MATERIAL ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY
CONDITIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW,
THE COMPANY DISCLAIMS AND YOU HEREBY WAIVE ALL EXPRESS AND IMPLIED CONDITIONS
AND WARRANTIES, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY
CONDITION OR WARRANTY OF MERCHANTABILITY, DURABILITY, COMPATIBILITY,
NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS OR FITNESS FOR A PARTICULAR PURPOSE.
THE COMPANY MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS,
OPERATION OR TIMELINESS OF THE MATERIAL, SERVICES, TEXT, GRAPHICS, PHOTOGRAPHS
OR LINKS CONTAINED IN THE WEB SITE.

SECTION 3. LIABILITY LIMITATIONS.

IN NO EVENT SHALL THE COMPANY OR ANY THIRD PARTIES MENTIONED AT THE WEB SITE BE
LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION ANY INCIDENTAL
OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR
BUSINESS INTERRUPTION) RESULTING FROM ANY USE OF OR INABILITY TO USE THE WEB
SITE OR THE MATERIAL, REGARDLESS OF WHETHER BASED ON WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER
THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


YOU AGREE THAT THE LIABILITY OF THE COMPANY AND ANY PARENT, SUBSIDIARIES,
ASSOCIATED OR AFFILIATED COMPANIES AND THEIR RESPECTIVE DIRECTORS, OFFICERS,

<PAGE>

                                                                         Page 27


AGENTS AND EMPLOYEES, FOR ALL CLAIMS ARISING FROM OR RELATING TO THE WEB SITE,
THE MATERIAL OR THE USE THEREOF, AND WHETHER ARISING OUT OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, SHALL NOT
EXCEED IN CUMULATIVE AGGREGATE THE AMOUNT OF US$100.

No action, regardless of form, arising from or relating to the Web Site, the
Material or the use thereof, may be brought by you against the Company more than
SIX MONTHS after the cause of action has arisen.

SECTION 4. USE OF MATERIAL.

The contents of the Web Site, including without limitation the text, graphics,
photographs, images, software and other material ("Material"), are protected by
copyright under both United States and foreign laws. Downloading, digitization,
input, storage and printing of protected works all constitute acts of
reproduction under copyright law. Unauthorized use of the Material will violate
copyright, trade-mark and other laws. Except as expressly provided herein, you
may not use, download, upload, copy, print, display, perform, record, copy,
reproduce, publish, license, post, transmit or distribute any information, data,
software code, documents, text, photographs, images, graphics, audio or video
from the Web Site in whole or in part without the prior written permission of
Bingo.com, Inc.

The Company authorizes you to view and download a single copy of the Material on
the Web Site only to the extent necessary for you to use the Web Site strictly
in accordance with these Terms and Conditions and solely for your personal,
non-commercial use. You must retain all copyright and other proprietary notices
contained in the original Material on any copy you make of the Material. You may
not sell or modify the Material or reproduce, display, publicly perform,
distribute or otherwise use the Material in any way for any public or commercial
purpose.

BINGO.COM and other related marks, names, slogans, logotypes and logos set forth
on the Web Site are trade-marks or service marks of the Company. Any other
company, product, trade or service names set forth on the Web Site are used for
identification purposes only and may be trade-marks of their respective owners.
These Terms and Conditions do not authorize you to use any trade-marks or
services marks of the Company or of any other party.

You may not use any device, software, or routine to interfere or attempt to
interfere with the normal operation of the Web Site, or any transactions
conducted through the Web Site If you violate any of these Terms and Conditions,
your permission to use the Material automatically terminates, you must
immediately destroy any copies you have made of the Material and you will be
liable to the Company for any damage associated with the violation.

SECTION 5. USER SUBMISSIONS.

You may not give false information or intentionally hide required information at
the time of registration. Upon registration, you must choose a User ID to
represent yourself to others, and a password. You may not select as a User ID
the name of another person, or a name that violates trade-mark, copyright, or
other proprietary right. You are entirely responsible for maintaining the
confidentiality of your password. You are liable for all activities conducted
through your User ID, and any consequences and charges that arise from such use,
including any use resulting from any disclosure of your password. You are hereby


<PAGE>
                                                                         Page 28


warned that no staff member of Bingo.com is permitted to ask for your password
online. Although your internet service may allow a feature that `remembers' a
password, use of this feature is strongly discouraged as it may make it possible
for third parties to access your User ID and account.

Generally, any communication that you post to the Web Site is considered to be
non-confidential. If particular Web Site pages permit the submission of
communications which will be treated by the Company as confidential, that fact
will be stated in the Company's Privacy Policy. By posting communications to the
Web Site, you automatically grant the Company a royalty-free, perpetual,
irrevocable nonexclusive universe-wide license to use, reproduce, modify,
publish, edit, translate, distribute, perform, and display the communication
alone or as part of other works in any form, media or technology, whether now
known or hereafter developed, and to sublicense such rights.

As a user, you are responsible for all communications and are responsible for
the consequences of those communications. You must not do or permit any of the
following things: post or arrange the exchange of material in which copyright
subsists, unless you are the copyright owner or have the permission of the
copyright owner to post it; post or arrange the exchange of material that
reveals trade secrets, unless you own them or have the permission of the owner;
post or arrange the exchange of material that infringes on any other
intellectual property rights of others or on the privacy or publicity rights of
others; post or arrange the exchange of material that is illegal, obscene,
defamatory, threatening, harassing, abusive, hateful, disruptive or embarrassing
to another user or any other person or entity; post or arrange the exchange of
any sexually-explicit images; post advertisements or solicitations of business;
post or arrange the exchange of chain letters or pyramid schemes; or impersonate
another person.

The Company does not represent or guarantee the truthfulness, accuracy, or
reliability of any communications posted by other users or endorse any opinions
expressed by users. You acknowledge that any reliance on material posted by
other users will be at your own risk.

The Company may, but is not obligated to, monitor and screen communications
posted by users. If notified by a user of communications which allegedly do not
conform to these Terms and Conditions, the Company may investigate the
allegation and determine in good faith and its sole discretion whether to remove
or request the removal of the communication. You agree to immediately remove
material if requested by the Company. The Company has no liability or
responsibility to users for performance or non-performance of such activities.
The Company reserves the right to expel users and prevent their further access
to its web sites for violating these Terms and Conditions or the law, and the
Company reserves the right to block the posting of or remove communications
which the Company believes to be abusive, illegal or disruptive.
Some of the Company's games reward successful players with prizes that can take
the form of cash or other miscellaneous prizes. The operation of the game and
the awarding of the prize to you must be lawful under all laws and regulations
applicable in the jurisdiction in which you are located in order for you to be
eligible for prizes. Without limitation, players who reside in Quebec or outside
of the United States or Canada (excluding Quebec), or who are under 18 years of
age, are not eligible to receive some of the prizes offered elsewhere by the
Company.

<PAGE>
                                                                         Page 29


Furthermore, to be eligible for a cash prize, you must provide the Company with
specific personal individual information for income tax purposes. This specific
information includes: full legal name, complete address (city, state, country
and zip/postal code), a social security number (social insurance number in
Canada) and date of birth. All information must be completed in full as
described in our Affidavit of Eligibility (copy available on the Web Site) and
must be accurate in order to receive a prize. If information is not provided or
cannot be verified, you will not be eligible to receive a prize.

Bingo.com also reserves the right to use the collected personal information in
advertising, promotional and/or marketing materials as described in our Rules
section and the Liability and Publicity Release on our prize claim form, copies
of which are available on the Web Site.

SECTION 6. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

If you believe that your work has been copied in a way that constitutes
copyright infringement, please provide the Company's copyright agent the written
information specified below. This procedure is exclusively for notifying the
Company that your copyright has been infringed.

An electronic or physical signature of the person authorized to act on behalf of
the owner of the copyright interest;

A description of the copyrighted work that you claim has been infringed upon;

A description of where the material that you claim is infringing is located on
the site;

Your address, telephone number, and e-mail address;

A statement by you that you have a good-faith belief that the disputed use is
not authorized by the copyright owner, its agent, or the law;

A statement by you, made under penalty of perjury, that the above information in
your notice is accurate and that you are the copyright owner or authorized to
act on the copyright owner's behalf.

THE COMPANY'S COPYRIGHT AGENT FOR NOTICE OF CLAIMS OF COPYRIGHT INFRINGEMENT ON
ITS SITE CAN BE REACHED AS FOLLOWS:


Bingo.com Copyright Agent
Bingo.com, Inc.
1286 Homer St., Suite 300
Vancouver, BC
V6B 2Y8
Tel. 604-647-6407
Fax 604-647-6422


SECTION 7. USER INFORMATION.

Subject to the Company's Privacy Policy, the Company may use the information it
obtains relating to you, including your IP address, name, mailing address, email
address and use of the Web Site, for its internal business and marketing
purposes and may disclose the information to third parties for such purposes.

SECTION 8. LINKS TO OTHER WEB SITES.


<PAGE>
                                                                         Page 30


The Web Site may contain links to third party web sites. These links are
provided solely as a convenience to you and not as an endorsement by the Company
of the contents on such third-party web sites. The Company is not responsible
for the content of linked third-party sites and does not make any
representations regarding the content or accuracy of materials on such third
party web sites. If you decide to access linked third-party web sites, you do so
at your own risk.

SECTION 9. COMPLIANCE WITH EXPORT CONTROL AND OTHER LAWS.

The laws of the United States and other jurisdictions control the export, import
and use of products, services and information. You agree to comply with all laws
and regulations applicable to the export, import or use of the Materials, and
more particularly you agree not to export, import or use the Materials, or
permit the export, import or use of the Materials, in contravention of any
applicable laws or regulations. By downloading the Materials, you represent and
warrant to the Company that you are not a person or in a jurisdiction to which
such export or import is prohibited, and that you are not a person by whom, or
in a jurisdiction in which, such use is prohibited by any applicable laws or
regulations.

SECTION 10. INDEMNITY.

You agree to defend, indemnify and hold harmless the Company, its officers,
directors, employees and agents, from and against any claims, actions or
demands, including without limitation reasonable legal and accounting fees,
alleging or resulting from your use of the Material or your breach of the Terms
and Conditions. The Company shall provide notice to you of any such claim, suit,
or proceeding and shall assist you, at your expense, in defending any such
claim, suit or proceeding.

SECTION 11. GENERAL.

These Terms and Conditions are governed by the internal substantive laws of the
Province of British Columbia, Canada, without respect to its conflict of laws
principles. If any provision of these Terms and Conditions is found to be
invalid by any court having competent jurisdiction, the invalidity of such
provision shall not affect the validity of the remaining provisions of these
Terms and Conditions, which shall remain in full force and effect. No waiver of
any term of these Terms and Conditions shall be deemed a further or continuing
waiver of such term or any other term. Except as expressly provided in the
Company's Privacy Policy, Legal Notices or material on particular web pages,
these Terms and Conditions constitute the entire agreement between you and the
Company with respect to the use of the Web Site.

Select the Game you want to play and click the Play Game button. This will take
you into that particular game, where you'll join the other players in the
"waiting room" until the game starts. Since each game is designed for a specific
number of players, a game will start only when that room is full of players.
When the required number of players have entered the room, a 5 second countdown
clock will start on screen, giving you time to loosen up your mouse fingers and
get ready to play!


<PAGE>
                                                                         Page 31



When the game list pops up you will see multiple games being displayed on the
list. Each game has different variables that create different types of games.
These are displayed in different columns for ease of use.

Credits: Each Customer Credit is the equivalent of $0.01, and is calculated in
U.S currency.

Game Name: We name the games so you can tell them apart. Aren't we thoughtful!

Game Type: The game type is the style of bingo you are playing for. Currently we
only have 5 in-a-row, but patterns and much much more are coming soon.

No. Cards: Currently you can only play a 6 card game. In the future you will be
able to play 6 - 12 - 18 cards. Your choice!

No. Players: We are running 10, 20 and 50 player games at this time. The game
list will display the amount of people allowed in a game as well as the amount
of people already waiting for you to join. A game must be full before it starts
and remember, the more people playing against you, the bigger the winnings.

Ball Speed: This is a game of skill. To up the skill factor or lower it we can
drop the balls as slow or as fast as we want. We currently have three settings.
Slow, Normal and Fast. Entry Fee: The entry fee is the amount of money you are
paying to play each game. This money goes into a prize pool and is 100% split by
the winners.

NMF: The Network Maintenance Fee is how we can afford to give you all this fun
and not take part of the pot. This money is used to operate our system and
improve on what we've already given you.

Prize Pool: You will notice two parts to the prize pool. The first part is an
image of a trophy with a number on it. This trophy tells you what kind of a
payout applies to this game.

This image represents the Winner Takes All payout. You got it 100% of the prize
pool goes to the 1st place winner.

This image represents Top 5 Winners payout. In this case the pot is split
between the 5 top players.

The Second part represents the total amount of money in the pool when the game
is full.

Play!: Now you know what all the variables are. Choose the game you want to play
and click on the play button at the end of the line to launch the game.

<PAGE>
                                                                         Page 32


SECTION 1. INFORMATION COLLECTION AND USE

Bingo.com, Inc in partnership with CYOP Systems International Inc. will not
sell, share, or rent information collected through the CrediPlay Network to
others in ways different from what is disclosed in this statement.

SECTION 2. REGISTRATION

In order to join the CrediPlay network, a user must first complete the
registration form on one of our affiliate websites. During registration, a user
is required to give contact information (such as name and email address) and
financial information (such as credit card number and expiration date). This
information is used to contact the user about CrediPlay's services for which
they have expressed interest as well as for billing purposes. Users should also
find out if they are required, in their region, to report these earnings for
income tax purposes.

Where it is optional for the user to provide demographic information (such as
income level and gender) or other unique identifiers, the user may opt out, but
is encouraged to provide this information so that CYOP Systems and its
affiliates can provide a more personalized experience on its sites.

SECTION 3. LOG FILES

CYOP Systems uses IP addresses to analyze trends, administer the site, track
users' movements, and gather broad demographic information of aggregate use. IP
addresses are not linked to personally identifiable information.

SECTION 4. SHARING

CYOP Systems will share aggregated demographic information with our partners.
This is not linked to any personal information that can identify any individual
person. If CYOP Systems' partners with another party to provide the CrediPlay
Service, when the user signs up for CrediPlay, names and other contact
information that is necessary for the third party to provide the CrediPlay
service will be shared.

SECTION 5. LINKS

This web site may contain links to other sites. Please be aware that CYOP
Systems is not responsible for the privacy practices of other sites unless they
are direct affiliates to CrediPlay. Users are encouraged to be aware when they
leave CrediPlay, to read the privacy statements of each and every web site that
collects personally identifiable information. This privacy statement applies
solely to information collected by CrediPlay.

SECTION 6. SURVEYS & Contests

From time to time the site requests information from users via surveys or
contests. Participation in these surveys or contests is completely voluntary and
the user therefore has a choice whether or not to disclose this information.
Requested information may include contact information (such as name and shipping


<PAGE>
                                                                         Page 33


address), and demographic information (such as zip code, age level). Contact
information will be used to notify the winners and award prizes. Survey
information will be used for purposes of monitoring or improving the use and
satisfaction of this site.

SECTION 7. SECURITY

CrediPlay takes every precaution to protect user and member information. When
users or members submit sensitive information via a CrediPlay affiliate site,
that information is protected both online and off-line.

When the registration form asks users to enter sensitive information (such as
credit card number and/or social security number), that information is encrypted
and is protected with the best encryption software in the industry - SSL. While
on a secure page, such as our order form, the lock icon on the bottom of Web
browsers such as Netscape Navigator and Microsoft Internet Explorer becomes
locked, as opposed to un-locked, or open, as it is when the user is just
'surfing'.

CYOP Systems uses 128-bit SSL encryption to protect sensitive information
online, and also do everything possible to protect user-information off-line.
All users' information, not just the sensitive information mentioned above, is
restricted in our offices. Only employees who need the information to perform a
specific job (for example, a billing clerk or a customer service representative)
are granted access to personally identifiable information. Our employees must
use password-protected screen-savers when they leave their desk. When they
return, they must re-enter their password to re-gain access to your information.
Furthermore, ALL employees are kept up-to-date on security and privacy
practices. Every quarter, as well as any time new policies are added, employees
are notified and/or reminded about the importance CYOP Systems places on
privacy, and what they can do to ensure that user and member information is
protected. Finally, the servers that store personally identifiable information
are kept in a secure environment, behind a locked cage.

SECTION 8. SPECIAL OFFERS

CYOP Systems will send all new members a welcoming email to verify password and
username. CYOP Systems will also send regular newsletters to CrediPlay members.
Established members will occasionally receive information on products, services,
special deals, and a newsletter. Out of respect for the privacy of our users, we
present the option to not receive these types of communications. Please see the
choice and opt-out section below.

SECTION 9. SITE AND SERVICE UPDATES

CYOP Systems will also send the users site and service announcement updates via
email or phone. Members are not able to un-subscribe from service announcements,
which contain important information about the service. We do this in order to
communicate with the user regarding requested services and issues relating to
their account. Correction/Updating Personal Information: If a user's personally
identifiable information changes (such as the zip code), or if a user no longer
desires our service, CYOP Systems will endeavor to provide a way to correct or


<PAGE>
                                                                         Page 34


update that information. This can usually be done through the user's Account
manager when logging in.

SECTION 10. CHOICE/OPT-OUT

Users who no longer wish to receive our newsletter or promotional materials from
CYOP Systems' partners may opt-out of receiving these communications by
un-subscribing through their account manager.

Users of our sites are always notified when their information is being collected
by any outside parties. We do this so our users can make an informed choice as
to whether they should proceed with services that require an outside party, or
not.

SECTION 11. NOTIFICATION OF CHANGES

If we decide to change this privacy policy, we will post changes on our Homepage
so our users are always aware of what information we collect, how we use it, and
under what circumstances, if any, we disclose it. If at any point we decide to
use personally identifiable information in a manner different from that stated
at the time it was collected, we will notify users by way of an email. Users
will have a choice as to whether or not we use their information in this
different manner. We will use information in accordance with the privacy policy
under which the information was collected.


<PAGE>
                                                                         Page 35


                                   SCHEDULE C


                        PERFORMANCE SPECIFICATIONS OF ASP

This document describes the performance specifications for the services of the
ASP selected to host the Software (referred to as the "Provider").

1.       DEFINITIONS

In this Schedule, the following terms shall have the meanings set forth below:

"CLIENT" shall mean any one or more of Licensee, Sublicensees and Customers as
defined in the attached Agreement.

"NETWORK AVAILABILITY" shall be the percentage of time that the Provider's
Systems are available to carry network traffic between the Software and the
Point of Access.

"POINT OF ACCESS" shall mean Provider's border router which is used to establish
connectivity from Provider's systems to its Internet service provider and the
public Internet.

"PROVIDER'S SYSTEMS" shall be the entire physical operation(s) provided to host
the Software. This includes all networks and servers, hardware and software
utilized in the provision of services located behind the Point of Access.

"SERVER AVAILABILITY" shall be the percentage of time that the servers used to
host the Software are operational and are successfully executing the necessary
web and database server software.

"SOFTWARE AVAILABILITY" shall be the percentage of time that the hosted Software
is accessible by the Software shall be considered accessible unless (insert
qualification, e.g., if there is a complete loss of access by the Client).

"SYSTEM AVAILABILITY" means the availability of the Software combined with the
availability of Provider's systems, for access by Client to receive the
services.

"SYSTEM AVAILABILITY PERIOD" shall be defined as twenty-four (24) hours per day,
seven days per week less the agreed system maintenance period.

"SYSTEM MAINTENANCE PERIOD" shall mean the time period from (insert maintenance
time period) during which Software access and services are not available because
of required system maintenance, upgrades, and other Provider's Systems' hosting
requirements.


2.       PERFORMANCE STANDARDS

2.1 Provider is responsible for delivery of Software access services on the
Provider's Systems up to and including the Point of Access. Provider shall
monitor and manage capacity to endeavor to meet commitments regarding disk
space, CPU usage, system alarms, connectivity (routers and firewalls) and
bandwidth are within operating parameters. The services shall meet the following
performance standards as measured during (insert measurement period), excluding
any System Maintenance Period:

o    Server Availability = (insert number)%+/-(insert number for variance)%


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o    System Availability = (insert number)%+/-(insert number for variance)%

o    Software Availability = (insert number)%+/-(insert number for variance)%

o    Network Availability = (insert number)%+/-(insert number for variance)%

2.2 Provided agrees to provide and allocate [insert amount, eg as percentage,
memory capacity or number of servers] server space and [insert size] bandwidth
for hosting of the Software.

3.       PROBLEM RESOLUTION STANDARDS

3.1 Provider shall respond to incidents that have been reported by the Client
within the time parameters described as follows: (insert Provider's support
service response times, depending on level of severity)

4.       NETWORK ARCHITECTURE

4.1 Provider shall contract with its Internet service provider(s) to ensure that
network packet loss does not exceed 1 percent from the Point of Access to the
termination point of the Internet Service Provider's uplink to the public
Internet.

4.2 Provider shall implement redundant networking devices: routers, firewalls,
switches and balancing devices.

4.3 The Provider's Systems shall support public Internet access through diverse
paths and routing to enable disaster recovery.

4.4 Network packets shall travel the round-trip length of the Provider's Systems
in (insert time in milliseconds) or less. This shall be measured using a
standard ping test from a designated Software database server to the end of the
Point of Access.

4.5 Provider shall deploy a firewall to filter out network traffic that is not
accessing the Software and load balancing devices. The servers to which the load
balancer is directing traffic shall not receive packets directly from the
Internet.

The Provider's Systems shall include reasonable attacker defences and security
measures. The Provider's Systems shall be configured with reasonable security
measures regarding data theft (through SSL encryption) and unautho-rized network
access from other subnets within Provider.

4.6 Any packet processed by the Internet router and forwarded to the Software
servers shall first be examined by an intrusion detection ("ID") system. The ID
system shall be configured to monitor for network attacks, Java Server attacks,
Web Server attacks, Server system attacks, and take appropriate measures should
an incident occur. In the event of an attack, the offensive packets shall either
be stopped at the Point of Access, edge router, or firewall, or be redirected to
another location for further investigation and prosecution, and prevented from
entering the Provider's Systems.

4.7 Unauthorized traffic between Client and other software that is hosted on
Provider's Systems, shall be denied.

5.       PROVIDER SYSTEMS SERVICES

5.1 Provider shall define the Software network and systems architecture and in
turn specify which hardware and/or software is required to perform the services.


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5.2 Provider shall procure, at its cost and expense, hardware and/or software
used to meet Provider's obligations under this Agreement. Provider shall
maintain and support platform operating systems, including required patches.
Provider shall periodically review and apply new patches for operating systems
as necessary to perform the services.

5.3 Provider shall monitor server utilization levels and acquire additional
hardware as necessary to perform the services.

5.4 Provider shall carry spare parts inventory in sufficient quantities to
support the services. Such spares will not include CPU or memory. These shall be
provided under Provider's support contract with the relevant hardware vendor.

6.       SERVER AND DATABASE ARCHITECTURE

6.1 Web and database servers shall support high availability and fault tolerance
through the use of multiple web servers and a clustered database server
configuration.

6.2 Configuration shall be highly secured through the utilization of a hardened
server architecture which is based upon open standards.

7.       REPORTING

7.1 Provider shall provide to Client (insert how often, e.g., weekly) summary
Software access reports and summary reports of Server Availability, System
Availability, Software Availability and Network Availability.

7.2 When emergency maintenance that results from hosting server, network or
other Provider Systems' failure is required, Provider will provide a reasonable
amount of lead-time and arrange, with the Client, a solution that lessens the
impact on the Client.

7.3 Provider will provide e-mail notification to the Client prior to scheduled
maintenance windows and as soon as possible in the event of emergency
maintenance.

8.       DATA BACKUPS AND RECOVERY

8.1 Provider shall perform data backup with rotation to off-site storage
occurring as follows:

            (a)   Hot (partial) backups of the database shall be performed at a
                  minimum of daily intervals.

            (b)   Full backups of the web servers shall be performed at a
                  minimum of weekly intervals.

            (c)   Cold (full) backups of the database shall be performed at a
                  minimum of weekly intervals as part of the scheduled
                  maintenance window.

8.2 Recovery requests under (insert size limit) shall be completed within
(insert number) hours using the most recent version of the backup. Backups
consist of data, databases, applications, and all configuration pieces required
to restore the Client data.