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Exhibit 10.11

                              MCOM Management Corp


June 11, 2001


BY DHL COURIER
--------------

Virtgame.com, Corp.
12625 High Bluff Drive, Suite 205A
San Diego, CA 92130

Attn: Mr. Joseph Paravia




Financial Consulting Agreement
------------------------------
Our File: 2532-V




Dear Sirs:

Formalizing our earlier discussions, this is to acknowledge and confirm the
terms of our Financial Consulting Agreement ("Agreement") as follows:

1.   Virtgame.com Corp. (the "Company") hereby engages MCOM Management Corp.
     ("MCOM") and MCOM hereby agrees to render services to the Company as a
     financial consultant, strategic planner and advisor and as further
     described herein.

2.   Duties. During the term of this Agreement, MCOM shall provide advice and
     consult with the Company concerning management, marketing, strategic
     planning, corporate organization and structure, expansion of services, and
     shall review and advise the Company regarding its overall progress, needs
     and condition. MCOM agrees to provide on a timely basis the following
     enumerated services plus additional services contemplated thereby:

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         a.   Assist the Company in obtaining financing or partial financing as
              needed.
         b.   Assist the Company in the implementation of short range and long
              term strategic planning to fully develop and enhance the Company's
              operations, resources, products and services;
         c.   Assist the Company in the implementation of a marketing program
              with a view toward broadening the markets for its products and
              services, particularly in the area of marketing to state
              governments;
         d.   Assist the Company in development of third party marketing
              partnerships, particularly with respect to the Company's "Play for
              Fun" casino strategy.
         e.   Assist the Company in coordinating the publicity surrounding any
              strategic or marketing "significant event" which will increase
              visibility of the Company and materially affect the Company.
         f.   Arrange and conduct at least four meetings for the Company with
              brokerage firms for the purpose of introducing the Company.
         g.   Coordinate both U.S. and international road shows at the Company's
              request.

3.   TERM. The term of this Agreement shall be for a six month period commencing
     upon April 1, 2001.

4.   COMPENSATION. As compensation for its services hereunder, the Company shall
     issue to MCOM:

         a.   A warrant or option agreement to purchase 300,000 shares of the
              Company's common stock at $0.25 per share, such warrant or option
              agreement to include piggyback registration rights.

         b.   As compensation for any funds raised by the Company through its
              Bridge Loan Subscription from any individual or investment banking
              company introduced to the Company by MCOM, the Company shall pay
              to MCOM a ten percent (10%) cash finder's fee and a ten percent
              (10%) finder's fee payable in a warrant to purchase the Company's
              common stock at $0.25 per share, such warrant agreement to include
              piggyback registration rights.

         d.   Should the Company be successful in raising capital from any
              individual or investment banking company introduced to the Company
              by MCOM through an investment vehicle other than the aforesaid
              Private Placement, any compensation due MCOM shall be negotiated
              on a case by case basis.

         e.   Reimbursement of expenses -- MCOM will be reimbursed for all its
              reasonable expenses, including authorized travel expenses incurred
              on behalf of the Company in this matter. MCOM will seek prior
              approval for any single expenditure in excess of $500.

6.   CONFIDENTIALITY. MCOM will not disclose to any other person, firm,
     corporation, nor use for its own benefit during or after the term of this
     Agreement, any trade secrets

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     or other information designated as confidential by the Company which is
     acquired by MCOM in the course of its performing services hereunder. (A
     trade secret is information not generally known to the trade, which gives
     the Company an advantage over its competitors. Trade secrets can include,
     by way of example, products or services under development, production
     methods and processes, sources of supply, customer lists, marketing plans
     and information concerning the filing or pendency of patent applications.)
     Any financial advice rendered by MCOM pursuant to this Consulting Agreement
     may not be disclosed publicly in any manner without the prior written
     approval of MCOM.

7.   INDEMNIFICATION. The Company agrees to indemnify and hold MCOM harmless
     from and against all claims, damages, liabilities, costs or expenses,
     including reasonable attorney fees (collectively the "Liabilities") joint
     and several, arising out of the performance of this Consulting Agreement,
     whether or not MCOM is a party to such dispute. This indemnity shall not
     apply however, and MCOM shall indemnify and hold the Company, its
     affiliates, control persons, officers, employees and agents harmless from
     and against all Liabilities, where under arbitration a final determination
     that MCOM engaged in gross recklessness and willful misconduct in the
     performance of its services hereunder which gave rise to the losses, claim,
     damage, liability cost expense sought to be recovered hereunder (but
     pending any such final determination, the indemnification and reimbursement
     provision of this Consulting Agreement shall apply and the Company shall
     perform its obligations hereunder to reimburse MCOM for its expenses.) The
     provisions of this paragraph shall survive the termination and expiration
     of this Agreement.

 8.  DILUTION. Regarding the aforementioned issuance of shares of common stock
     and warrants, if at any time the Company shall (1) declare a dividend or
     make a distribution on the Common Stock payable in shares of its capital
     stock (whether shares of Common Stock or of capital stock of any other
     class); (ii) subdivide, reclassify or recapitalize its outstanding Common
     Stock into a greater number of shares; (iii) combine, reclassify or
     recapitalize its outstanding Common Stock into a smaller number of shares,
     or (iv) issue any shares of its capital stock by reclassification of its
     Common Stock (including any such reclassification in connection with a
     consolidation or a merger in which the Company is the continuing
     corporation), the amount of Common Stock issued to MCOM or its designees at
     the time of the record date of such dividend, distribution, subdivision,
     combination, reclassification or recapitalization shall be adjusted so that
     MCOM or its designees shall be entitled to receive the aggregate number and
     kind of shares which it would have owned and been entitled to receive by
     virtue of such dividend, distribution, subdivision, combination,
     reclassification or recapitalization. Any adjustment required by this
     paragraph shall be made immediately after the record date, in the case of a
     dividend or distribution, or the effective date, in the case of a
     subdivision, combination, reclassification or recapitalization.

     We enclose two (2) original Agreements. If this Agreement is in accordance
     with your understanding, please confirm by signing and returning to MCOM
     Management Corp. one (1) original, retaining the other for your files.

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AGREED TO BY MCOM MANAGEMENT CORP.:




Mr. Michael C.O. Morfit
President





AGREED TO BY VIRTGAME.COM CORP.




Mr. Joseph Paravia President

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December 12, 2001


BY DHL COURIER
--------------

Virtgame.com, Corp.
5230 Carroll Canyon Road
San Diego, CA 92121

Attn: Mr. Scott A. Walker


FINANCIAL CONSULTING AGREEMENT
------------------------------
OUR FILE: 2532-V



Dear Sirs:

This is to acknowledge and confirm the terms of our Financial Consulting
Agreement ("Agreement") as follows:

1. Virtgame.com Corp. (the "Company") hereby engages MCOM Management Corp.
("MCOM") and MCOM hereby agrees to render services to the Company as a financial
consultant, strategic planner and advisor and as further described herein.

2. Duties. During the term of this Agreement, MCOM shall abandon all of its
outside business interests and provide advice and consult with the Company
concerning management, marketing, strategic planning, corporate organization and
structure, expansion of services, and shall review and advise the Company
regarding its overall progress, needs and condition. MCOM agrees to provide on a
timely basis the following enumerated services plus additional services
contemplated thereby:

         a.   Assist the Company in obtaining financing or partial financing as
              needed.
         b.   Assist the Company in the implementation of short range and long
              term strategic planning to fully develop and enhance the Company's
              operations, resources, products and services;
         c.   Assist the Company in the implementation of a marketing program
              with a view toward broadening the markets for its products and
              services;
         d.   Assist the Company in obtaining licensing contracts, particularly
              licenses for the Company's Server Platform and Sportsbook Module.
         e.   Assist the Company in coordinating the publicity surrounding any
              strategic or marketing "significant event" which will increase
              visibility of the Company and materially affect the Company.
         f.   Arrange and conduct at least four meetings for the Company with
              brokerage firms for the purpose of introducing the Company.
         g.   Coordinate both U.S. and international road shows at the Company's
              request.

3. Term. The term of this Agreement shall be for a two-year period commencing
upon October 1, 2001. MCOM for the past six months has exclusively worked on
Virtgame. Michael Morfit, the president of MCOM relocated his family to San
Diego from July to September to take a hands on approach.  During the past six

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months MCOM has been an integral part of the following.

         -Developing and implementing Virtgame Las Vegas with Leo George, Scott
         Walker, and Bob Stupak.
         -Assisting in solidifying both the Codere and Caliente Relationship.
         -Creating a relationship with Tel-Nor and Conax.
         -Discussing merger and acquisition proposals with American Wagering and
         the Silver Nugget.
         -Assisting in all corporate filings and legal filings.
         -Interviewing and hiring an I.R. firm
         -Initiated and currently negotiating with Dr. Ho.com.
         -Attended 3 gaming conferences on Virtgame's behalf
         -Assisting in shareholder relations.
         -meeting with potential investors

In summary MCOM has been an integral part of Virtgame's survival and will be a
key element in Virtgame's explosive future.

4. Compensation. As compensation for its services hereunder, the Company shall
issue to MCOM:

         a. A monthly fee of $12,500.00, which pay shall be considered
         retroactive to July, 2001, at which time MCOM abandoned each of its
         outside business interests in order to work exclusively for the
         Company. The payments from July 31 through December 31, 2001,
         inclusive, i.e. $75,000, shall be deemed to have been paid as of the
         date of this contract by reason of the Company having forgiven a loan
         of $75,000 from the company due to MCOM having exercised 300,000
         options. With respect to an additional loan from the Company to MCOM in
         the amount of $15,500 due to MCOM having exercised 62,000 options,
         $15,000 of such loan shall be deemed forgiven in view of MCOM having
         paid to Mr. Jerry Jacobs $15,000 for a residence in San Diego from July
         to November.1f monthly fee cannot be paid in cash, said amount shall be
         paid in shares of common stock in the company. The price of said shares
         shall be calculated based on the average price of the stock for the
         thirty-day period before the date of calculation.

         b. As compensation for any funds raised by the Company through any
         vehicle that MCOM participates in, the Company shall pay to MCOM a five
         percent (5%) cash fee and a five percent (5%) fee payable in a warrant
         to purchase the Company's common stock at the price (per share) of the
         offering, such warrant agreement to include piggyback registration
         rights and cashless exercise provisions. This provision shall remain in
         force until March 31, 2002, at which time the parties shall discuss.

         c. An option agreement to purchase 500,000 shares of the company's
         common stock at $0.10 per share. Such option agreement shall be issued
         from the Company's plan of 1997.

         d. A 10% cash payment for any licensing fees and/or monthly account
         fees and/or credit card transaction fees brought to the Company by
         MCOM.

         e. With respect to any major licensing agreement brought to the Company
         by MCOM (MCOM is presently working on potential agreements with Dr. Ho,
         Conax and VectorMax), MCOM shall receive a five-year warrant agreement
         for 250,000 at $1.00, such warrant agreement to include piggyback
         registration rights and cashless exercise provisions.

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         f. Reimbursement of expenses -- MCOM will be reimbursed for all its
         reasonable expenses, including authorized travel expenses incurred on
         behalf of the Company in this matter. MCOM will seek prior approval for
         any single expenditure in excess of $500.

6. Confidentiality. MCOM will not disclose to any other person, firm,
corporation, nor use for its own benefit during or after the term of this
Agreement, any trade secrets or other information designated as confidential by
the Company which is acquired by MCOM in the course of its performing services
hereunder. (A trade secret is information not generally known to the trade,
which gives the Company an advantage over its competitors. Trade secrets can
include, by way of example, products or services under development, production
methods and processes, sources of supply, customer lists, marketing plans and
information concerning the filing or pendency of patent applications.) Any
financial advice rendered by MCOM pursuant to this Consulting Agreement may not
be disclosed publicly in any manner without the prior written approval of MCOM.

7. Indemnification. The Company agrees to indemnify and hold MCOM harmless from
and against all claims, damages, liabilities, costs or expenses, including
reasonable attorney fees (collectively the "Liabilities") joint and several,
arising out of the performance of this Consulting Agreement, whether or not MCOM
is a party to such dispute. This indemnity shall not apply however, and MCOM
shall indemnify and hold the Company, its affiliates, control persons, officers,
employees and agents harmless from and against all Liabilities, where under
arbitration a final determination that MCOM engaged in gross recklessness and
willful misconduct in the performance of its services hereunder which gave rise
to the losses, claim, damage, liability cost expense sought to be recovered
hereunder (but pending any such final determination, the indemnification and
reimbursement provision of this Consulting Agreement shall apply and the Company
shall perform its obligations hereunder to reimburse MCOM for its expenses.) The
provisions of this paragraph shall survive the termination and expiration of
this Agreement.

8. Dilution. Regarding the aforementioned issuance of shares of common stock and
warrants, if at any time the Company shall (1) declare a dividend or make a
distribution on the Common Stock payable in shares of its capital stock (whether
shares of Common Stock or of capital stock of any other class); (ii) subdivide,
reclassify or recapitalize its outstanding Common Stock into a greater number of
shares; (iii) combine, reclassify or recapitalize its outstanding Common Stock
into a smaller number of shares, or (iv) issue any shares of its capital stock
by reclassification of its Common Stock (including any such reclassification in
connection with a consolidation or a merger in which the Company is the
continuing corporation), the amount of Common Stock issued to MCOM or its
designees at the time of the record date of such dividend, distribution,
subdivision, combination, reclassification or recapitalization shall be adjusted
so that MCOM or its designees shall be entitled to receive the aggregate number
and kind of shares which it would have owned and been entitled to receive by
virtue of such dividend, distribution, subdivision, combination,
reclassification or recapitalization. Any adjustment required by this paragraph
shall be made immediately after the record date, in the case of a dividend or
distribution, or the effective date, in the case of a subdivision, combination,
reclassification or recapitalization.

We enclose two (2) original Agreements. If this Agreement is in accordance with
your understanding, please confirm by signing and returning to MCOM Management
Corp. one (1) original, retaining the other for your files.

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AGREED TO BY MCOM MANAGEMENT CORP.:




Mr. Michael C.O. Morfit
President




AGREED TO BY VIRTGAME.COM CORP.




Leo I. George