EXHIBIT 10.20

                              Employment Agreement

This employment agreement (the "Agreement") is made and entered into as of the
5th day of June 2017 (the "Effective Date"), by and between Newgioco Group,
Inc., an Ontario corporation having an address at Suite 701 - 130 Adelaide St.
W., Toronto, ON M5H 2K4 (the "Corporation") and Donal Carroll (the "Employee"),
having an address at ***********, Toronto, ON ****** (the Employee and the
Corporation are collectively referred to as the "Parties").

WITNESSETH:

WHEREAS, the Corporation is engaged in the business of owning and operating
online and offline leisure betting stores and agencies; and

WHEREAS, the Employee has represented that he has the experience, background and
expertise necessary to enable him to perform the duties and services hereinafter
set forth for the Corporation; and

WHEREAS, the Employee is considered by the Corporation to be a key employee
providing valuable services to the Corporation; and

WHEREAS, based on such representation, and the Corporation's reasonable due
diligence, the Corporation wishes to employ the Employee as its Chief Financial
Officer and in such other capacities as mutually agreed to by the Corporation
and the Employee, and the Employee wishes to be so employed, in each case, upon
the terms hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements herein contained, and other good and valuable
consideration, the Parties agree as follows:


  1.      DEFINITIONS.  As used herein, the following terms shall have the
          following meanings:

  1.1     "Affiliate" means any Person controlling, controlled by or under
          common control with the Corporation.

  1.2     "Board" means the Board of Directors of the Corporation.

  1.3     "Change of Control" means:

          (i)    any change in the holding or possession, direct or indirect, of
                 the power to direct or cause the direction of the management
                 and policies of a person, whether through the ownership of
                 voting securities, by contract, or otherwise of the Corporation
                 as a result of which a person, or group of persons acting
                 jointly or in concert within the meaning of the Securities and
                 Exchange Act of 1934; or
          (ii)   the sale or lease to a person, or group of persons acting
                 jointly or in concert within the meaning of the Securities and
                 Exchange Act of 1934, of (a) assets which aggregate more than
                 50% of the assets (measured by fair market value) of the
                 Corporation or (b) assets which generated during the
                 Corporation's last completed fiscal year or are expected to
                 generate during the Corporation's current fiscal year more than
                 50% of the operating income or cash flow of the Corporation.


                                       - 1 -
<PAGE>
  1.4     "Person(s)" means any individual or entity of any kind or nature,
          including any other person as defined in Section 3(a)(9) of the
          Securities Exchange Act of 1934, and as used in Sections 13(d) and
          14(d) thereof.


  2.      Employment

  2.1     Agreement to Employ.  Effective as of the Effective Date, the
          Corporation hereby agrees to employ the Employee in the position of
          Chief Financial Officer subject to the terms and conditions set out in
          this Agreement, and the Employee hereby confirms his acceptance of the
          same.

  2.2     Duties.  As detailed in Section 3, the Employee will perform the
          duties of his position and those which, from time to time, may be
          assigned to him by the Corporation, acting reasonably and consistent
          with the role of Chief Financial Officer.

          The Employee will report to the Chief Executive Officer. The
          Employee's compensation and performance will be reviewed annually.

  2.3     Commencement and Term.  The employment of the Employee shall commence
          on June 5, 2017 (the "Commencement Date") and shall continue
          indefinitely, subject to termination pursuant to the provisions of
          this Agreement.


  3.      Duties and Conditions of Employment

  3.1     Responsibilities.  The Employee's position with the Corporation, the
          job description and duties and responsibilities of the role are
          detailed in Schedule "A" attached to this Agreement.  During the term
          of this Agreement the Employee shall, subject to the overall direction
          and control of the Chief Executive Officer:

          (i)    diligently and faithfully serve the Corporation and carry out
                 those responsibilities as are necessary to perform the
                 functions and responsibilities associated with the position of
                 Chief Financial Officer of the Corporation and detailed in
                 Schedule A of this employment agreement,
          (ii)   comply with the standards, procedures, directions and
                 regulations set out by the Corporation; and
          (iii)  take the utmost care to promote the Corporation's interests and
                 goodwill.

  3.2     Acknowledgements.  The Employee acknowledges that he is a fiduciary of
          the Corporation and agrees to be found by his fiduciary obligations
          during his employment and following the termination of his employment
          for any reason.  The Employee's fiduciary duties shall be supplemental
          to any other obligations he has under this Agreement.

  3.3     Place of Employment.  The Employee shall serve his duties in Ontario,
          Canada and expressly agrees that the Corporation does not currently
          participate in statutory employer programs, including, but not limited
          to Canadian federal and provincial employee deductions, health
          programs and pension plans.




                                       - 2 -
<PAGE>
  3.4     Representations.  The Employee represents and warrants to the
          Corporation that:

          (i)    there exists no written agreement or contract which restricts
                 him from (i) being employed by the Corporation; or (ii) from
                 performing the duties assigned to him pursuant to this
                 Agreement,
          (ii)   in the performance of his duties for the Corporation, he shall
                 not improperly bring to the Corporation or use any trade
                 secrets, confidential information or other proprietary
                 information of any third party; and
          (iii)  he will not infringe the intellectual property rights of any
                 third party.


  4.      Compensation, Benefits and Expenses

  4.1     Salary.  The compensation payable to the Employee for his services
          hereunder is set forth in Schedule "B" attached to this Agreement.

  4.2     Review.  The Employee's base salary will be reviewed by the
          Corporation on an annual basis at the end of the calendar year, and
          the Corporation or the Board of Directors of the Corporation will, in
          its sole discretion, make, and confirm in writing, any increases in
          the Employee's salary.

  4.3     Equipment.  The Corporation will provide the Employee with certain
          equipment, such as a laptop or printer, for the Employee's use.  Such
          equipment shall be the property of the Corporation.

  4.4     Employee Benefits.  The Employee shall be entitled to participate in
          any and all employee benefits plans offered or that may be in effect
          from time to time by the Corporation to its employees, subject to the
          terms and conditions of such employee benefit plans, as may be amended
          by the Corporation at its sole discretion from time to time.  The
          Employee's entitlement to participate in the benefit plans will
          commence immediately following his Commencement Date subject to any
          probationary period required under such plan.

  4.5     Vacation.  The Employee shall be entitled to five (5) weeks' vacation
          in each calendar year (pro-rated for part years of employment).  The
          timing of any vacation shall be mutually agreed upon by the Employee
          and the Corporation.

          The Corporation expects the employee to monitor his paid time away
          from work and ensure that it is within the approved allotments and in
          accordance with the Corporation's policy.  If you exceed your
          allotments for paid time away from work, the Corporation reserves the
          right to periodically reclaim any amounts to cover such time from the
          Employee's pay.

  4.6     Holidays.  The Employee shall be entitled to all statutory holidays
          and any statutory holiday pay calculated in accordance with the
          Employment Standards Act, 2000 (Ontario), in effect in the Province of
          Ontario or the minimum requirements of such other legislation as may
          then be applicable.

  4.7     Shares of Common Stock Issued for Compensation.  Any Shares of Common
          Stock that may be issued pursuant to this Agreement are intended to be
          exempt from the registration requirements of the Securities Act of

                                       - 3 -
<PAGE>
          1933, as amended (the "Securities Act"), pursuant to Regulation D and
          shall bear a "restricted legend."  In connection with the Employee's
          acquisition of Shares, the Employee represents and warrants to the
          Corporation that (i) the Employee will not sell or otherwise transfer
          the Shares during the period in which they are subject to forfeiture
          and without registration under the Securities Act or an exemption
          therefrom; (ii) the Employee has such knowledge and experience in
          financial and business matters that the Employee is capable of
          evaluating the merits and risks of the Employee's investment in the
          Shares and is able to bear such risks; (iii) the Employee is acquiring
          the Shares for the Employee's own account, for investment purposes
          only and not with a view to distribute or resell such securities in
          whole or in part.  The Employee shall also complete and execute the
          investor questionnaire attached hereto as Schedule C simultaneously
          with the execution of this Agreement.  The Corporation hereby warrants
          and represents that the Shares when issued will be duly authorized and
          validly issued, fully paid and nonassessable.


  5.      Termination

  5.1     For cause.  The Corporation may terminate the Employee's employment,
          without notice or pay in lieu thereof, at any time for just cause.

          Just cause includes, but is not limited to:

          (i)    any wilful breach, habitual neglect or demonstrated failure by
                 the Employee in his performance of the duties required under
                 this Agreement in a competent and professional manner;
          (ii)   commission, by the Employee, of any act of gross negligence or
                 misconduct;
          (iii)  dishonesty, fraud, or any act of moral turpitude;
          (iv)   being in a conflict of interest, failing to honour his
                 fiduciary or loyalty duties to the Corporation (including the
                 duty to act in the best interests of the Corporation), and
                 refusal to obey reasonable and appropriate directions and
                 instructions of the Corporation or the Chief Executive Officer;
          (v)    the Employee's conviction of, guilty or no contest plea to, or
                 confession of guilt to a criminal, provincial or regulatory
                 offence directly or indirectly relevant to the duties of his
                 employment or that would, in the Corporation's sole judgment
                 acting reasonably, impact negatively upon the Business or
                 public image of the Corporation;
          (vi)   the Employee's breach of Subsection 3.4 of this Agreement; and
          (vii)  any act or omission amounting to just cause as defined by the
                 common law.

  5.2     Effect of Termination for just cause.  In the event that the
          Employee's employment is terminated for just cause, the Corporation
          shall pay the Employee's base salary earned by the employee up to the
          date of termination of employment.

  5.3     Without Cause.  The Corporation may terminate the Employee's
          employment at any time without just cause by providing the Employee
          with Six (6) months' Compensation in lieu of notice of termination of
          employment if termination occurs within Twelve (12) months of the
          Commencement Date or, Six (6) months' Compensation plus One (1)
          additional months' Compensation each complete year of service in lieu
          of notice of termination of employment if termination occurs after


                                       - 4 -
<PAGE>
          Twelve (12) months from the Commencement Date to a combined maximum of
          Eighteen (18) months' Compensation.  "Compensation" for the purposes
          of this Section means base salary plus bonus actually earned for the
          bonus year last completed prior to termination.  Any money paid as
          part of a separation package will be subject to the deductions and
          withholdings required by law.  The right to receive bonus payments
          will not extend beyond the date of termination of employment
          regardless of whether or not the Employee is entitled to notice of
          termination of employment pursuant to statue, an employment contract
          the common law or an order of a court or tribunal.  No further Common
          Stock or Options shall be granted subsequent to the date of
          termination of the Employee's employment.  The Employee may exercise
          Options to the extent such Options are exercisable in accordance with
          the Corporation's Equity Incentive Plan.  In no event shall the
          separation package be less than the minimum pay in lieu of notice of
          termination and severance pay (if applicable) required by the
          Employment Standards Act, 2000 (Ontario).

  5.4     Termination by Employee.  The Employee may terminate the Employee's
          employment with the Corporation upon giving the Corporation three (3)
          weeks written notice.  The Corporation may, at its option, elect to
          terminate the employment of the Employee prior to the expiry of the
          three-week notice period.  If the Corporation does make such an
          election, the Corporation shall pay to the Employee the Base Salary
          that the Employee would have earned if the Employee had worked the
          Employee's regular hours of work for the balance of the three-week
          notice period.

  5.5     Return of property.  Upon any termination of the Employee's employment
          under this Agreement, the Employee shall immediately deliver and
          return to the Corporation any and all property of the Corporation in
          the possession or control of the Employee.

  5.6     Surviving Conditions.  Notwithstanding any termination of the
          Employee's employment with the Corporation for any reason, the
          provisions of Article 6 of this Agreement shall continue in full force
          and effect following such termination of employment.


  6.      Trade Secrets, Confidentiality, Non-Solicitation and Non-Competition

  6.1     Trade Secrets.  The Employee acknowledges and agrees that:

          (i)    in the course of performing his duties and responsibilities, he
                 will have access to and will be entrusted with Confidential
                 Information (as defined below), the disclosure of which to
                 competitors of the Corporation or to the general public, or the
                 use of same by the Employee or any competitor thereof, would be
                 highly detrimental to the interests of the Corporation;
          (ii)   the Employee shall not, either during the term of this
                 Agreement and following the termination of the Agreement,
                 directly or indirectly, disclose to any person or in any way
                 make use of (other than for the benefit of the Corporation), in
                 any manner, any Confidential Information, provided that such
                 Confidential Information shall be deemed not to include
                 information that is or becomes generally available to the
                 public other than as a result of disclosure by the Employee.




                                       - 5 -
<PAGE>
  6.2     Inventions and Patents.  The Corporation shall be entitled to the
          benefit and exclusive ownership of any inventions or improvements in
          products, processes, or other things that may be made or discovered by
          the Employee while he is in the service of the Corporation, and all
          patents, copyrights, trade marks and other intellectual property for
          the same.

  6.3     Confidentiality.  Confidential Information means information, whether
          or not originated by the Employee, that relates to the business or
          affairs of the Corporation and its affiliates, their clients or
          suppliers and is confidential or proprietary to the Corporation, their
          affiliates or their clients or suppliers.  Confidential information
          includes, but is not limited to, the following types of information
          and other information of a similar nature (whether or not reduced to
          writing or designated or marked as confidential):

          (i)    work product resulting from or related to work or projects
                 performed or to be performed by the Corporation;
          (ii)   information relating to any discoveries, know how, inventions,
                 designs, works of authorship, ideas, contributions,
                 developments, processes, compositions, techniques or any
                 improvements thereof and legally recognized proprietary rights
                 prior to any public disclosure thereof, including by not
                 limited to information regarding acquiring, protecting,
                 enforcing and licensing proprietary rights (including patents,
                 copyrights and trade secrets);
          (iii)  internal Corporation personnel and financial information,
                 vendor names and other vendor information, purchasing and
                 internal cost information, internal services and operational
                 manuals;
          (iv)   marketing and development plans, price and cost data, price and
                 fee amounts, pricing and billing policies, quoting procedures,
                 marketing techniques and methods of obtaining business,
                 forecasts and forecast assumptions and volumes, and future
                 plans and potential strategies of the Corporation which have
                 been or are being discussed, customer names and customer
                 information;
          (v)    contracts and their contents, client services, data provided by
                 clients and the type, quantity and specifications of products
                 and services purchased, leased, licensed or received by clients
                 of the Corporation; and
          (vi)   all confidential information of the Corporation which becomes
                 known to the Employee as a result of employment with the
                 Corporation, which the Employee, acting reasonably, believes is
                 confidential information of the Corporation or which the
                 Corporation takes measures to protect, provided that the
                 Employee is aware or aught to be aware of such measures.

  6.4     Confidential information does not include:

          (i)    the general skills, general knowledge and experience gained
                 during the Employee's employment;
          (ii)   information publicly known without breach of this Agreement; or
          (iii)  information, the public disclosure of which is required to be
                 made by any law, regulation, government authority or court (to
                 the extent of the requirement), provided that before disclosure
                 is made, notice of the requirement is provided to the
                 Corporation where it is within the Employee's control to
                 provide such notice, and to the extent possible in the
                 circumstances, the Corporation is afforded an opportunity to
                 dispute the requirement.
                                       - 6 -
<PAGE>
  6.5     Non-compete.  During the Term of the Agreement and, for a period of
          twenty-four (24) months immediately following the termination of the
          Employee's employment with the Corporation, Employee shall not:
          compete, or participate as a shareholder, director, officer, partner
          (limited or general), trustee, holder of a beneficial interest,
          employee, agent of or representative in any business competing
          directly with the Companies without the prior written consent of the
          Corporation or its affiliates, which may be withheld in the
          Corporation's sole discretion; provided, however, that nothing
          contained herein shall be construed to limit or prevent the purchase
          or beneficial ownership by Employee of less than five percent of any
          security registered under Section 12 or 15 of the Securities Exchange
          Act of 1934;

  6.6     Non-solicitation.  The Employee shall not, either during the term of
          this Agreement and for a period of Twenty-four (24) months after the
          date of termination, for whatever reason and with or without just
          cause: either individually or in conjunction with any person,
          Corporation or other legal entity, in any manner whatsoever, solicit,
          directly or indirectly, for his own account or on behalf of anyone
          competing or endeavouring to compete with the Corporation, any
          customer or client of the Corporation or who was a customer or client
          of the Corporation or that was pursued as a prospective client by the
          Employee on behalf of the Corporation.  The Employee further agrees
          that he shall not, during the same time, directly or indirectly
          solicit or induce any person employed by the Corporation to leave such
          employment.  The Employee acknowledges and agrees that the agreements
          and covenants contained is this Section are essential to protect the
          Business of the Corporation;

  6.7     Assurances.  Employee expressly acknowledges that all of the
          provisions of this Section 6 of this Agreement have been bargained for
          and Employee's agreement hereto is an integral part of the
          consideration to be rendered by the Employee which justifies the rate
          and extent of the compensation provided for hereunder, further, the
          employee acknowledges and agrees that the agreements and covenants
          contained in this Section are essential to protect the business of the
          Corporation and:

          (i)    that if it is determined that the Employee has breached a term
                 of this Section, the Employee shall indemnify the Corporation
                 against all losses, damages, liabilities and expenses
                 (including legal fees and any recruitment fees for any
                 replacement employee or individual working on contract),
                 related to or arising out of or in connection with such breach;
                 and
          (ii)   notwithstanding the provision of (a) above, a breach by the
                 Employee of the covenants in this Section could result in
                 irreparable loss to the Corporation and consequently, if the
                 Employee breaches any of such provisions, the Corporation shall
                 have, in addition to and not in lieu of, any other rights and
                 remedies available to them under law or in equity (including
                 pursuant to (a) above), the right to obtain injunctive relief
                 to restrain any such breach or threatened breach and to have
                 the provisions of this Section specifically enforced by any
                 court of competent jurisdiction.


  7.      General

  7.1     Further Assurances.  Each Party from time to time at the request of
                                       - 7 -
<PAGE>
          the other Parties and without further consideration shall execute any
          other documents and take any further actions as the requesting Party
          may reasonably require to more effectively complete any matter
          provided for in this Agreement.

  7.2     Indemnification.  The Corporation and each of its subsidiaries shall,
          to the maximum extent provided under applicable law, indemnify and
          hold the Employee harmless from and against any expenses, including
          reasonable attorney's fees, judgments, fines, settlements and other
          legally permissible amounts ("Losses"), incurred in connection with
          any proceeding arising out of, or related to, Employee's employment by
          the Corporation, other than any such Losses incurred as a result of
          the Employee's negligence or willful misconduct.  The Corporation
          shall, or shall cause a subsidiary thereof to, advance to the Employee
          any expenses, including attorney's fees and costs of settlement,
          incurred in defending any such proceeding to the maximum extent
          permitted by applicable law.  Such costs and expenses incurred by the
          Employee in defense of any such proceeding shall be paid by the
          Corporation or applicable subsidiary in advance of the final
          disposition of such proceeding promptly upon receipt by the
          Corporation of (a) written request for payment; (b) appropriate
          documentation evidencing the incurrence, amount and nature of the
          costs and expenses for which payment is being sought; and (c) an
          undertaking adequate under applicable law made by or on behalf of the
          Employee to repay the amounts so advanced if it shall ultimately be
          determined pursuant to any non-appealable judgment or settlement that
          the Employee is not entitled to be indemnified by the Corporation or
          any subsidiary thereof.

  7.3     Notices.  All notices and other communications hereunder shall be in
          writing and shall be given by hand-delivery to the other Party or by
          registered or certified mail, return receipt requested, postage
          prepaid, addressed as follows:

          If to the Employee:
                              Donal Carroll
          Address:            ***********
                              Toronto, Ontario, Canada ******

          If to the Corporation:
                              Newgioco Group, Inc.
          Address:            130 Adelaide Street West, Suite 701
                              Toronto, Ontario, Canada M5H 2K4

          or to such other address as either Party shall have furnished to the
          other in writing in accordance herewith.  Notices and communications
          shall be effective when actually received by the addressee.

  7.4     Withholding.  The Corporation may withhold from any amounts payable
          under the Agreement, such federal, state and local income,
          unemployment, social security and similar employment related taxes and
          similar employment related withholdings as shall be required to be
          withheld pursuant to any applicable law or regulation.

  7.5     Entire Agreement.  This Agreement constitutes the entire agreement
          between the parties and supersedes all prior representations,
          understandings, warranties, covenants and agreements with respect to
          the subject matter of this Agreement.  There are no oral
          representations or warranties among the parties of any kind respecting
          the subject matter of this Agreement on which the Employee, and the
          Corporation rely in entering into this Agreement.
                                       - 8 -
<PAGE>
  7.6     Amendments.  This Agreement may not be amended or modified otherwise
          except by a written agreement executed by all the Parties hereto or
          their respective successors or legal representatives.

  7.7     Legislative Compliance.  It is the Parties' mutual intent that this
          Agreement shall, and shall be interpreted so as to, comply with all
          applicable legislation governing employment and labour standards.
          Should any term of this Agreement fail to meet any applicable
          legislated standard, then the common law shall govern.

  7.8     Applicable Law and Attornment.  This Agreement shall be governed by
          and construed in accordance with the laws of the Province of Ontario
          exclusively and shall be treated in all respects as an Ontario
          contract.  Each Party shall attorn to the exclusive jurisdiction of
          the courts of Ontario for the settlement of any dispute arising out of
          this Agreement.

  7.9     Severability.  Any covenant or provision in this Agreement determined
          to be illegal or unenforceable, in whole or in part, shall be deemed
          not to affect or impair the validity of any other covenant or
          provision of this Agreement and the covenants and provisions are
          declared to be separate and distinct.  Any term determined to be
          illegal or unenforceable shall be severed from this Agreement to the
          extent of such illegality or unenforceability without affecting the
          remaining terms of this Agreement

  7.10    Successors and Assigns.  The Employee may not assign any of his rights
          or obligations under this Agreement.  This Agreement shall be binding
          upon and inure to the benefit of the heirs, executors, administrators
          and legal or personal representatives of the Employee upon the
          successors and assigns of the Corporation.

  7.11    Survival.  The provisions of this Agreement, which by their nature,
          extend beyond the term of this Agreement shall survive any termination
          of this Agreement.

  7.12    Waiver.  The waiver of a breach of any provision of this Agreement
          shall not operate or be construed as a waiver of any subsequent breach
          of the same or any other provision hereof.

  7.13    Legal Advice.  The Employee hereby represents and warrants to the
          Corporation and acknowledges and agrees that he has had the
          opportunity to seek independent legal advice prior to the execution
          and delivery of this Agreement.


                             (Signature Page Follows)














                                       - 9 -
<PAGE>
This Agreement constitutes the entire Employment Agreement and there are no
other verbal or written agreements or statements.

I have read, understood and accept the terms and conditions of this Agreement.

DATED at Toronto, Ontario, as of June **, 2017.

EMPLOYEE                                     WITNESSED BY



___________________________________          ___________________________________
Name: Donal Carroll                          Name:



NEWGIOCO GROUP




    ________________________________
Name:	Michele Ciavarella
Title:	Chief Executive Officer





































                                       - 10 -
<PAGE>

                                   Schedule "A"

Title:          Chief Financial Officer

Reporting to:   Chief Executive Officer

Primary Duties of the Chief Financial Officer:

  a.    provide financial leadership to manage the Corporation and its
        subsidiaries in the best interests of the Corporation;
  b.    serve as the Corporation's liaison to analysts and financial rating
        agencies;
  c.    communicate in a timely fashion with the Audit Committee, and the Board
        on material financial and accounting matters affecting the Corporation;
  d.    ensure the corporation maintains an appropriate capital structure to
        support its annual budget, and strategic plans;
  e.    ensure the Corporation and its subsidiaries have sufficient liquidity to
        implement the Corporation business plans;
  f.    provide general supervision and management of the day-to-day financial
        and accounting affairs of the Corporation within the guidelines
        established by the Board, consistent with decisions requiring prior
        approval of the Board and the Board's expectations of Management;
  g.    provide required regulatory certifications regarding the Corporation and
        its activities as required by applicable securities laws;
  h.    ensure appropriate financial, risk, accounting and auditing policies and
        procedure of the Corporation are developed, maintained, approved and
        disclosed, as appropriate;
  i.    with the CEO:
        (i)    provide leadership in setting and communicating the mission,
               vision, principles, values and strategic plan, in conjunction
               with the Board;
        (ii)   lead the growth of the Corporation's businesses in a profitable
               and sustainable manner;
        (iii)  ensure the development of an annual budget for the Corporation
               and recommend it to the Board for review and, in the Board's
               discretion, approval, and ensure the implementation of the
               budget;
        (iv)   provide the board assurance that the proper systems are in place
               to identify and manage business risks and that such risks are
               acceptable to the Corporation and are within the guidelines
               established by the Audit Committee and the Board;
        (v)    ensure the accuracy, completeness, integrity and appropriate
               disclosure of the Corporation's financial statements and other
               financial information through appropriate policies and
               procedures;
        (vi)   establish and maintain the Corporation's disclosure controls and
               procedures through appropriate policies and procedures;
        (vii)  as required by applicable law, establish and maintain the
               Corporation's internal controls over financial reporting through
               appropriate policies and procedures;
        (viii) ensure that the Corporation has complied with all regulatory
               requirements for the Corporation's financial information,
               reporting, disclosure requirements and, when applicable, internal
               controls over financial reporting;
  j.	with the Board, the CEO and other members of management, as needed, to
        ensure appropriate and timely disclosure of material information;
  k.	carry out any other appropriate duties and responsibilities assigned by the
        Board or the CEO.



<PAGE>



                                   Schedule "B"

                                   Compensation


Base Salary:     Your monthly base salary shall be US$9,000 (gross) based on
                 full-time active employment, and reviewable annually at the
                 Corporation's discretion ("Base Salary").  Base Salary and
                 other compensation paid to you will be subject to applicable
                 statutory withholdings and payable in accordance with the
                 Corporation's usual payroll practices.

Stock Warrants:  The Company shall grant to the Chief Financial Officer Warrants
                 to purchase five hundred thousand (500,000) shares of the
                 common stock of Newgioco Group, Inc (a Delaware corporation) at
                 an exercise price of $1.00 per share (the "Warrant Award").
                 This Warrant Award is granted outside the 2016 Equity Incentive
                 Plan of the Company adopted August 8, 2016 and shall vest on
                 date of the employment commencement.  The Warrant Award shall
                 be further documented by a Warrant agreement in the form
                 customarily used by the Company for Warrant awards, with all
                 terms consistent with this Agreement.  Further grants of shares
                 or options will be decided on the basis of merit and
                 Corporation performance.

Annual Bonus:    Shall be determined on an annual basis by the Compensation
                 Committee of the Board of Directors of Newgioco Group, Inc.
                 You will be eligible to receive an annual bonus as determined
                 by the Compensation Committee based on merit, Corporation
                 performance and other factors that may be determined from time
                 to time and mutually agreed to between yourself and the Chief
                 Executive Officer.  This bonus is not guaranteed, is paid only
                 at the discretion of the Corporation, and the Corporation
                 reserves the right to modify, suspend or discontinue such bonus
                 at any time without any obligation to replace the bonus or to
                 otherwise compensate you in respect thereof.

Expenses:        The Corporation shall reimburse you for all reasonable
                 business-related expenses incurred by you during your
                 employment in the course of performing your duties, which are
                 consistent with the Corporations' policies in effect from time
                 to time, with respect to travel, entertainment and other
                 business expenses.
















<PAGE>
                                   Schedule "C"

                        Accredited Investor Questionnaire

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

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

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

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

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

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

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

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

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

Dated:  _________________________________________,  2017.

______________________________
Print name of Subscriber

By: __________________________
        Signature

______________________________
Print name of Signatory (if different from Subscriber)

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

CONFIRMATION OF APPLICABLE PORTION OF ACCREDITED INVESTOR DEFINITION

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

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

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

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

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

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

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

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

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

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

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

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

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




<PAGE>

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


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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>

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

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

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

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

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

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

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

  ____  (v) a person that is recognized or designated by the securities
            regulatory authority or, except in Ontario and Quebec, the regulator
            as
            (a) an accredited investor, or
            (b) an exempt purchaser in Alberta or British Columbia after
                September 14, 2005; or

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



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











<PAGE>

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

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

1.  About your investment

Type of securities:     [Instruction:  Include a short description, e.g., common
                        shares]
                        10% Convertible Debentures with Warrants

Issuer:                 NEWGIOCO GROUP, INC.

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

SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER

2.   Risk acknowledgement

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

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

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

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

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


3.   Accredited investor status                                    Your initials

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

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





<PAGE>

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

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

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

4.  Your name and signature

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


First and last name (please print):  ___________________________________________

Signature: _____________________________________    Date: ______________________

SECTION 5 TO BE COMPLETED BY THE SALESPERSON

5.   Salesperson information

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

First and last name of salesperson (please print):

                                     ___________________________________________

Telephone:  ________________________    Email: _________________________________

Name of firm (if registered): __________________________________________________

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

6.   For more information about this investment

For investment in a non-investment fund

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







<PAGE>

For investment in an investment fund

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

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

Form instructions:

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

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

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



































<PAGE>