Exhibit 10.1

                           FIRSTBINGO.COM
               (a corporation incorporated under the
                    laws of the State of Nevada)

                          DEMAND DEBENTURE


                   Principal Amount:  $750,000.00
                          (United States)

                           Interest:  12%


ARTICLE 1. - AMOUNT AND OBLIGATIONS SECURED

1.1       Covenant to Pay

          FIRSTBINGO.COM, a corporation incorporated under the laws
of the State of Nevada (hereinafter called the "Company"), for value
received, hereby acknowledges itself indebted to and promises to pay
to or to the order of AMPANG INVESTMENTS LTD., a corporation
incorporated under the laws of the Bahamas (hereinafter called the
"Holder"), on demand, the sum of SEVEN HUNDRED AND FIFTY THOUSAND
($750,000.00) DOLLARS in lawful money of the United States of
America, at Cable Beach Court, No. 1 West Bay Street, P.O.Box
CB11728, Nassau, Bahamas, in the City of Nassau,Country of the
Bahamas.  The principal amount from time to time outstanding
hereunder shall bear interest at a rate of twelve (12%) percent per
annum, calculated monthly  before and after default and after
judgement, with interest on overdue interest at the rate aforesaid.

1.2       Demand Debenture

          This instrument shall, in all respects, be construed as a
demand debenture and the Holder may, at any time and from time to
time, make demand upon the Company to pay all or any part of the
principal amount owing hereunder, together with interest accrued and
owing thereon.

1.3       Right to Pre-pay

          The Company shall have the right, at any time and from time
to time, if not in default hereunder, to pre-pay all or any part of
the principal sum owing hereunder from time to time, together with
all interest owing thereon, without notice, bonus or penalty.

ARTICLE 2. - SECURITY

2.1       As security for payment of the principal amount and
interest and all other monies from time to time owing under this
Debenture (including realization expenses) and for the payment and
performance of all obligations herein contained, the Company hereby:


     (a)  grants, assigns, conveys, mortgages and charges as and by
          way of a fixed specific mortgage and charge, to and in
          favour of the Holder, its successors and assigns, all real
          property now or hereafter owned by the Company and all
          appurtenances, buildings and fixtures now or hereafter
          situate thereon, and all easements, licenses, privileges or
          other rights or interests as are appurtenant thereto and
          all other estate or interest of the Company therein;

     (b)  grants, mortgages and charges as and by way of a fixed and
          specific mortgage and charge to and in favour of the
          Holder, its successors and assigns all vehicles, machinery,
          tools, equipment, plant, chattels and other tangible
          personal property now or hereafter owned or acquired by the
          Company and wheresoever situate and all accessions thereto
          and any proceeds arising from the sale or disposition of
          any such property and assets; and

     (c)  grants, mortgages and charges as and by way of a first
          floating charge to and in favour of the Holder, its
          successors and assigns, the undertaking and all the other
          property and assets of the Company, both real and personal,
          moveable and immovable, of whatsoever nature and kind, both
          present and future, now owned or hereafter acquired (other
          than such of the property and assets as is effectively and
          validly charged by the fixed and specific mortgages and
          charges hereinbefore created) and including, without
          limiting the generality of the foregoing, the Company's
          present and future revenues, incomes, monies, rights,
          franchises, materials, supplies, negotiable and non-
          negotiable instruments, judgements, book debts, accounts
          receivable, and other assets both tangible and intangible,
          legal or equitable, together with its goodwill and uncalled
          capital.  Such floating charge shall in no way hinder or
          prevent the Company, until the security hereby constituted
          shall have become enforceable, from selling, alienating,
          assigning, leasing or otherwise dealing with the subject
          matter of such floating charge in the ordinary course of
          its business and for the purpose of carrying on the same;

provided that the said mortgages and charges shall not extend or
apply to the last day of the term of any lease or any agreement
therefor now held or hereafter acquired by the Company, but should
any such mortgages and charges become enforceable the Company shall
thereafter stand possessed of such last day and shall hold it in
trust to assign the same to any person who may acquire such term or
the part thereof hereby charged in the course of any enforcement of
the said mortgages and charges or any realization of the subject
matter thereof.

          All property and assets now or hereafter subject to the
said fixed and floating mortgages and charges shall be collectively
referred to herein as the "Collateral".




ARTICLE 3. - COVENANTS

3.1       General Covenants

          The Company covenants with the Holder:

     (a)  To carry on business:  The Company shall carry on and
          conduct its business in a proper and efficient manner, and
          will keep or cause to be kept proper books of account and
          make or cause to be made therein true and faithful entries
          of all dealings and transactions in relation to such
          business and will permit the Holder or its authorized
          agents to examine the same during normal business hours;

     (b)  To perform obligations:  The Company shall from time to
          time punctually observe and perform all of its obligations
          hereunder and pay and discharge all amounts payable under
          or by virtue or any lease, license, concession, franchise
          or right held by it so long as the same is of commercial
          value and benefit to it, and during such time will not
          suffer or permit any default for which any such lease,
          license, concession, franchise or right might be
          terminated, so that its interest therein may at all times
          be preserved unimpaired;

     (c)  To repair:  The Company shall, at all times repair and keep
          in repair and good order and condition, all vehicles,
          machinery, tools and equipment, chattels, furniture and
          furnishings (whether or not fixtures) used in or in
          connection with the Business and which are necessary for
          efficient operation up to a modern standard of usage, and
          renew and replace or cause to be renewed and replaced all
          and any of the same which may become worn out, dilapidated,
          unserviceable, inconvenient or destroyed, even by a
          fortuitous event, fire or other cause, and which are
          necessary for efficient operation, and, at all reasonable
          times allow the Holder or its duly authorized agent access
          to the Collateral in order to view the state and condition
          of the same;

     (d)  Not to commit waste:  Except as herein authorized, the
          Company shall not, without the previous consent, in
          writing, of the Holder, remove or destroy any of its
          buildings, plant or any structure whatsoever forming part
          of the Collateral;

     (e)  To cooperate in the event of default:  After the security
          created herein has become enforceable and the Holder shall
          have determined to enforce the same, the Company will from
          time to time execute and do all such assurances and things
          as the Holder may reasonably require for facilitating the
          realization of the Collateral and for exercising all the
          powers, authorities and discretions hereby conferred upon
          the Holder and for confirming to any purchaser of any of



          the Collateral, whether sold by the Holder pursuant to the
          terms hereof or by judicial proceedings, the title to the
          property so sold, and that the Company will, in this
          regard, give all notices and directions as the Holder may
          consider expedient;

     (f)  To maintain insurance:  The Company will insure the
          Collateral and keep the Collateral insured against loss or
          damage by any insurable peril for the full replacement cost
          thereof.  Such insurance shall be satisfactory to the
          Holder and shall name the Holder as last payee and will
          require that the Holder be given thirty (30) days' notice
          in writing of any proposed changes or cancellations of any
          such insurance and no such change or cancellation shall be
          effected without the Holder's prior written consent
          thereto; and

     (g)  Not to change name:  The Company shall not change its name
          unless ninety (90) days' prior written notice thereof has
          been given to the Holder.

3.2       Special Covenants

          The Company hereby covenants that:

     (a)  Not to permit encumbrances:  The Company shall not, without
          the prior written consent of the Holder, create or permit
          to exist any chattel mortgage, conditional sales contract,
          security interest, mortgage, construction lien, hypothec,
          charge, pledge, lien or other encumbrance or any lease in
          the nature of a title retention agreement upon their
          undertaking, property or assets or any part or parts
          thereof, whether by specific or floating charge or right of
          distress or other analogous right, ranking, purporting to
          rank or capable of ranking in priority to or pari passu
          with the charges, mortgages, liens and security interests
          provided for herein;

     (b)  Not to sell assets:  The Company shall not, directly or
          indirectly, sell, lease or otherwise dispose of or transfer
          any of the Collateral (other than inventory sold in the
          ordinary course of business) without the prior written
          consent of the Holder, which consent shall not be
          unreasonably withheld;

     (c)  Defend collateral:  The Company will defend the Collateral
          against the claims and demands of all other persons
          claiming the same of any interest therein and will promptly
          notify the Holder of the details of any such claims and
          demands and of any loss or damage to any of the Collateral;
          and





     (d)  Maintain corporate existence:  The Company shall maintain
          its corporate existence and will not amalgamate with any
          other corporation or cause or allow the corporation to
          continue under any other Act without the prior written
          consent of the Holder.

ARTICLE 4. - DEFAULT AND ENFORCEMENT

4.1       Events of Default

          There will be a default hereunder in each and every of the
events following (each of which is referred to herein as an "Event of
Default"):

     (a)  if the Company makes default in payment or performance in
          whole or in part of any of its obligations hereunder,
          including, without limitation, in the payment of interest
          and/or principal as provided in Article 1 when the same
          becomes due and payable;

     (b)  if the Company ceases, or threatens to cease carrying on
          its business or if a petition shall be filed, an order
          shall be made or an effective resolution be passed for the
          winding-up or liquidation of the Company;

     (c)  if the Company shall make a bulk sale of its assets or
          admits in writing its inability to pay its debts, or shall
          make a general assignment for the benefit of creditors, or
          any proceeding shall be instituted by or against the
          Company seeking to adjudicate it a bankrupt or insolvent,
          or seeking reorganization, arrangement, adjustment or
          composition of it or its debts under any law relating to
          bankruptcy, insolvency or reorganization or relief of
          debtors, or seeking appointment of a receiver, trustee or
          other similar official for it or for any part of its
          property;

     (d)  if any proceedings are commenced in respect of the Company
          under the Companies' Creditors Arrangement Act; or

     (e)  if any receiver, liquidator, trustee or other person shall
          lawfully take possession of the Collateral or any part
          thereof or if a distress or execution or any similar
          process be levied or enforced against any of the
          Collateral.

4.2       Waiver of Default

          The Holder may waive any breach by the Company of any of
the provisions contained herein or default by the Company in the
observance or performance of any covenant or condition to be observed
or performed by the Company herein; provided always that no act or
omission by the Holder shall extend to or be taken in any manner
whatsoever to affect any subsequent breach or default or the rights
resulting therefrom.



4.3       Remedies Upon Default

          Upon the occurrence of an Event of Default, the security
hereby constituted shall become immediately enforceable and the
Holder may:

     (a)  immediately take possession of the Collateral and, whether
          or not the Holder has done so, may sell, lease or otherwise
          dispose of the Collateral or any part thereof either as a
          whole or in separate parcels and any such sale may be by
          public auction, by tender or by private sale, with or
          without notice and with or without advertising and without
          any other formality, all of which are hereby waived by the
          Company, and such sale shall be on such terms and
          conditions (including, without limitation, such terms and
          conditions as to credit and as to upset or reserve bid or
          price) and in such manner and at such time or times as the
          Holder may execute and deliver to any purchaser of the
          Collateral or any part thereof good and sufficient deeds
          and documents for the same, the Holder, and any manager or
          assistant manager of the Holder, being irrevocably
          constituted the attorney of the Company for the purpose of
          making any such sale and executing such deeds and
          documents.  Without limiting the foregoing, in the event of
          any sale of the Collateral or any part thereof, the Holder
          or its agents and representatives may purchase any of the
          Collateral at a public or private sale;

     (b)  by instrument in writing appoint any person or persons to
          be a receiver or receivers (which term shall include a
          receiver and manager) of the Collateral or of any part
          thereof and may remove any receiver so appointed and
          appoint another in his stead and any such receiver so
          appointed shall have the power:

          (i)       to take possession of the Collateral or any part
                    thereof;

          (ii)      to carry on all or any part of the business of
                    the Company relating to the Collateral;

          (iii)     to borrow money for the purpose of the
                    maintenance, preservation or protection of the
                    Collateral or any part thereof or for carrying on
                    all or any part of the business of the Company
                    and to further charge the Collateral or any part
                    thereof in priority to the charges of this
                    Debenture as security for money so borrowed; and

          (iv)      to sell, lease or otherwise dispose of the whole
                    or any part of the Collateral at such time and
                    upon such terms and conditions and in such manner
                    as the receiver shall determine;




          provided that any such receiver shall be deemed the agent
          of the Company, and the Holder shall not be in any way
          responsible for any misconduct, negligence, acts or
          omissions of any such receiver; and

     (c)  exercise any of the other rights to which the Holder is
          entitled at law or in equity as a holder of this Debenture,
          including the right to take proceedings in any court of
          competent jurisdiction for the appointment of a receiver
          and manager, for the sale of the Collateral or any part
          thereof or for foreclosure, and the right to take any other
          action, suit, remedy or proceeding authorized or permitted
          hereunder or by law or by equity in order to enforce the
          security constituted by this Debenture.

ARTICLE 5. - EXPENSES

5.1       The Company shall pay to the Holder immediately and without
demand, the amount of all expenses and fees (including legal costs on
a scale as between solicitor and his client, being a complete
indemnity for all legal costs incurred) incurred in recovering any
monies owing hereunder or in enforcing the security hereby
constituted with interest thereon from the date of the incurring of
such expenses at the rate at which interest is payable under this
Debenture.  Such interest shall be calculated and payable daily, not
in advance, both before and after default, with interest on overdue
interest at the same rate.

ARTICLE 6. - DISCHARGE

6.1       Upon the payment by the Company to the Holder of the monies
secured by this Debenture and the satisfaction and discharge of all
of the obligations of the Company secured hereunder, the Holder
shall, at the request and at the expense of the Company, cancel and
discharge the mortgage and charge set out in this Debenture and
execute and deliver to the Company such deeds and other instruments
as shall be requisite therefor.

ARTICLE 7. - CONTINUING AND ADDITIONAL SECURITY

7.1       This Debenture shall constitute and be a continuing
security to the Holder and shall be in addition to and not in
substitution for any other security now or hereafter held by the
Holder.

ARTICLE 8. - GENERAL PROVISIONS

8.1       Notices

          Notices required or permitted to be given hereunder by one
party to the other shall be given in writing, by personal delivery or
by registered mail, postage prepaid, addressed to such other party or
delivered to such other party as follows:



     (a)  to the Company at:

          4137 Lawrence Avenue East
          Suite 115
          West Hill, Ontario M1E 2S2
          Canada

     (b)  to the Holder at:

          Cable Beach Court
          No. 1 West Bay Street
          P.O.Box CB 11728
          Nassau
          Bahamas

or at such other address as may be given by one of them to the other
in writing from time to time.  A notice given as aforesaid shall be
deemed to have been received when delivered or, if mailed, five (5)
business days following the day of mailing thereof; provided that if
a notice shall have been mailed and if regular mail service shall be
interrupted by strike or other irregularity before the deemed receipt
of such notice as aforesaid, such notice shall, unless earlier
actually received, be deemed to have been received five (5) business
days following the resumption of normal mail service.

8.2       Laws of Ontario

          This Debenture shall be governed by and construed in
accordance with the laws of the Province of Ontario.

8.3       Time of the Essence

          Time shall be of the essence of this Debenture.

8.4       Successors, Assigns

          This Debenture shall enure to the benefit of and be binding
upon the Holder and the Company and their respective successors,
assigns and legal representatives.

          IN WITNESS WHEREOF the Company has caused its corporate
seal to be hereunto affixed and this Debenture to be signed by its
duly authorized officer this 21st day of March, 2000.














SIGNED, SEALED AND DELIVERED  )
     in the presence of:      )    FIRSTBINGO.COM
                              )
                              )    Per:
                              )
                              )    Per:
                              )
                              )
                              )    AMPANG INVESTMENTS LTD.
                              )
                              )    Per:
                              )
                              )    Per:
                              )

                          DEMAND DEBENTURE





                              BETWEEN:







                           FIRSTBINGO.COM




                              - and -




                      AMPANG INVESTMENTS LTD.







                         THOMAS M. SHEPPARD
                      Barrister and Solicitor
                          488 Huron Street
                          Toronto, Ontario
                              M5R 2R3