<PAGE>
Exhibit 10.9


October 28, 2003

Bruce Merati
Chief Executive Officer
VirtGame Corp.
6969 Corte Santa Fe
Suite A
San Diego, CA 92121

Dear Mr. Wichinsky:

         The purpose of this letter agreement (the "Agreement") is to set forth
the terms and conditions pursuant to which McMahan Securities Co. L.P.
("McMahan") shall serve as exclusive placement agent in connection with the
proposed private offering (the "Offering") of units (the "Units") of VirtGame
Corp., a Delaware corporation (the "Company"). The terms of such Offering and
the Units shall be substantially in the form set forth in Exhibit A hereto,
which exhibit is incorporate by reference herein.

         Upon the terms and subject to the conditions of this Agreement, the
parties hereto agree as follows:

         1. APPOINTMENT. Subject to the terms and conditions of this Agreement
and subject to the Company's receipt of Lighthouse Financial, LLC and Keane
Securities Co, Inc.'s waiver of their first right of refusal hereinafter set
forth, the Company hereby retains McMahan, and McMahan hereby agrees to act as
the Company's exclusive placement agent in connection with the Offering,
effective as of the date hereof. The Company expressly acknowledges and agrees
that McMahan's obligations hereunder are on a reasonable best efforts basis only
and that the execution of this Agreement does not constitute a commitment by
McMahan to purchase the Units and does not ensure the successful placement of
the Units or any portion thereof or the success of McMahan with respect to
securing any other financing on behalf of the Company.

         2. UNIT TERMS. Each Unit shall consist of 100 shares of Series B
Convertible Preferred Stock, $0.00001 par value per share (the "Preferred
Stock") of the Company having an aggregate liquidation preference of $100,000,
and one warrant (the "Warrant") to purchase twenty-five percent (25%) of the
number of shares of common stock of the Company (the Preferred Stock and
Warrants are referred to herein as "Units") $0.00001 par value per share (the
"Common Stock"), issuable upon conversion of the Preferred Stock as of date and
time of the purchase and sale of the Units (the "Closing Date"). Subject to
compliance with applicable securities laws, the Warrant and all rights
thereunder are not transferable separate and apart from the Preferred Stock,
except to an affiliate of such Preferred Stock holder, prior to the date on
which all the outstanding shares of Preferred Stock held by such holder have
been converted into Common Stock. The price at which the Preferred Stock is
convertible into Common Stock, and the exercise price per share of Common Stock
underlying the Warrants, shall be equal to $0.70 per share. The Preferred Stock
will be convertible anytime following their issuance and the Warrants will be
exercisable for five (5) years following their issuance. The gross proceeds from
the Offering will be up to $6,000,000, with an over-allotment option to sell an
additional $4,000,000 of Units.

                                       1
<PAGE>

         3. FEES AND COMPENSATION. In consideration of the services rendered by
McMahan in connection with the Offering, the Company agrees to pay McMahan the
following fees and other compensation:

(a)      A cash fee payable immediately upon the closing of any portion of the
         Offering and equal to 10% of the aggregate selling price of the Units
         sold at such closing.

(b)      A warrant to purchase, at an exercise price of $0.70 per share, the
         number of shares of Common Stock of the Company equal to 10% of the
         number of shares into which the Preferred Stock, included in the Units
         sold by the Company in the Offering, is convertible as of the Closing
         Date payable at the last closing. Such warrants shall be in the form of
         Exhibit D.

(c)      A non-accountable expense allowance equal to 3% of the aggregate
         selling price of the Units, payable at the first closing, such
         non-accountable expense allowance not to exceed $100,000.

(d)      All amounts payable hereunder shall be paid to McMahan out of an
         attorney escrow account at the closing or by such other means mutually
         acceptable to the Company and McMahan.

         McMahan hereby acknowledges receipt of $75,000, which such amount shall
count towards any amounts due and payable to McMahan pursuant to Section 3(a)
hereof, and which such amount shall be non-refundable in the event no Units are
sold in the Offering.

         4. REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PLACEMENT AGENT.
McMahan represents and warrants to the Company and agrees that:

                  4.1 This Agreement has been duly authorized, executed and
delivered and is a valid and binding agreement in accordance with its terms.

                  4.2 The consummation of the transactions contemplated herein
will not result in any breach of any of the terms or conditions of or constitute
a material default under any agreement or instrument to which McMahan is a
party, or by which McMahan is bound, or any existing law, rule, regulation or
existing order, writ injunction or decree of any government, governmental
instrumentality, agency or body, arbitration tribunal or court, domestic or
foreign, directed to McMahan and over which such body has jurisdiction.

                  4.3 McMahan is a broker-dealer duly registered pursuant to the
provisions of the Exchange Act and is a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD") and, duly licensed as a
broker-dealer under the applicable statutes and regulations of each state in
which McMahan proposes to and does offer or sell the Units. McMahan agrees to
maintain all of the foregoing registrations in good standing throughout the term
of the offer and sale of the Units and McMahan agrees to comply with all
statutes and other requirements applicable as a broker-dealer pursuant to those
requirements or in respect of McMahan's activities in connection with the offer
or sale of the Units.

                                       2
<PAGE>

                  4.4 Pursuant to McMahan's appointment:

                           (i) McMahan will use commercial best efforts to sell
the Units but will limit offering of the Units to persons whom it has reasonable
grounds to believe and does believe are "accredited investors," as such term is
defined in Regulation D.

                           (ii) McMahan will provide each offeree with a
complete copy of the Confidential Private Placement Memorandum ("PPM") and all
amendments and supplement(s) thereto during the course of the Offering and prior
to sale.

                           (iii) McMahan will cause its counsel to timely file
all applications or other filings necessary to qualify the Units for sale or to
obtain a valid exemption from qualification to permit the lawful offer and sale
of the Units in all states in which offers and sales will be made and to
concurrently provide copies of all such filings to the Company. The Company
shall file with the SEC such forms as are necessary for an effective exemption
under Regulation D.

                           (iv) McMahan may, in its discretion, use the services
of other brokers or dealers ("Participating Dealers") in connection with the
Offering and sale of the Units and may allow and pay to such Participating
Dealers (but only as consideration for services rendered in placement of the
Units), out of the placement fee payable to McMahan by the Company on account of
the sale of the Units, an amount as determined by McMahan, in its discretion;
provided that all such Participating Dealers are members in good standing of the
NASD who are actually engaged in the investment banking or securities business
and who have executed and delivered to McMahan a Selected Dealer Agreement in
accordance with applicable NASD rules.

                           (v) In the event McMahan utilizes any sales
materials, reports or other analyses other than the PPM, McMahan will refrain
from providing any such materials to any offeree of the Units unless such
specific materials are approved in advance and in writing by the Company and a
PPM is also delivered to a purchaser before such purchaser acquires any Units.

                           (vi) Until the termination of this Agreement, if any
event affecting the Company or McMahan shall occur which, in the reasonable
opinion of the Company's counsel, should be set forth in a supplement or
amendment to the PPM, McMahan agrees to distribute such supplement or amendment
to all persons who have previously received a copy of the PPM from McMahan and
further agrees to include such supplement or amendment in all further deliveries
of the PPM. The Company will at its own expense prepare and furnish to McMahan a
reasonable number of copies of that supplement or amendment for such
distribution.

                           (vii) McMahan will promptly notify the Company in
writing: (A) when any event shall have occurred as a result of which any of
McMahan's representations or warranties herein would not be true and (B) of the
receipt of any notification with respect to the modification, rescission,
withdrawal or suspension of (a) McMahan's ability to sell Units in any
jurisdiction and (b) the qualification or registration of the Units, or of an
exemption from such registration or qualification, in any jurisdiction.


                                       3
<PAGE>

                  4.5 Neither McMahan nor any of McMahan's officers, directors
or controlling persons, has taken, directly or indirectly, any action designed,
or which reasonably might be expected, to cause or result, under the Securities
Act or otherwise, in or that has constituted, stabilization or manipulation of
the price of any security of the Company or to facilitate the sale or resale of
the Units.

                  4.6 McMahan has had the opportunity to (i) fully review all
operations, contracts, financial statements and all such other documents of, and
(ii) ask questions and receive answers concerning, the Company, and the terms
and conditions of the Offering, as well as the opportunity to obtain additional
information necessary to verify the accuracy of information furnished in
connection therewith, all to the extent it deems necessary to complete its due
diligence obligations with respect to the Company and the Offering.

                  4.7 Neither McMahan nor any of McMahan's officers, directors,
managers, members or controlling persons:

                           (i) Has been broker-dealer, placement agent or
underwriter (or performed similar functions), with respect to any registration
statement which is the subject of any pending proceeding or examination under
Section 8 of the Securities Act or is the subject of any refusal order or stop
order thereunder within five years prior to the date of this Agreement;

                           (ii) Is subject to any pending proceeding under Rule
261 or any similar rule adopted under Section 3(b) of the Securities Act or to
an order entered thereunder within five years prior to the date of this
Agreement;

                           (iii) Has been convicted within five (5) years prior
to the date of this Agreement of any felony or misdemeanor in connection with
the purchase or sale of any security or involving the making of any false filing
with the Commission;

                           (iv) Is subject to any order, judgment or decree of
any court of competent jurisdiction temporarily or preliminary restraining or
enjoining, or is subject to any order, judgment or decree or any court of
competent jurisdiction entered within five years prior to the date of this
Agreement permanently restraining or enjoining such person from engaging in or
continuing any conduct or practice in connection with the purchase or sale of
any security or involving the making of any false filing with the Commission;

                           (v) Is subject to a United States Postal Service
false representation order entered under Section 3005 of Title 39, United States
Code, within five (5) years prior to the date of this Agreement or is subject to
a temporary restraining order or preliminary injunction entered under Section
3007 of Title 391 United States Code, with respect to conduct alleged to have
violated Section 3005 of Title 391 United States Code;

                           (vi) Is subject to an order of the Commission entered
pursuant to Section 15(b), 15B(a) or 15B(c) of the Exchange Act or is subject to
any order of the Commission entered pursuant to Section 203(3) or (f) of the
Investment Advisers Act of 1940;


                                       4
<PAGE>

                           (vii) Is suspended or expelled from membership in or
suspended or barred from association with a member of an exchange registered as
a national securities exchange pursuant to Section 6 of the Exchange Act, an
association registered as a national securities association under Section 15A of
the Exchange Act, or a Canadian securities exchange or association for any act
or omission to act constituting conduct inconsistent with just and equitable
principles of trade; or

                           (viii) Is currently the subject of a Formal Order of
Investigation issue by the Commission.

                  4.8 McMahan acknowledges that the Company reserves the right
to reject any subscription in its sole discretion

         5. TERMS OF RETENTION. (a) Unless extended or terminated in writing
signed by both parties hereto, this Agreement shall remain in effect until the
Termination Date of November 21, 2003.

         (b) Notwithstanding anything herein to the contrary, the obligation to
pay the Fees and Compensation and Expenses described in Section 3, if any, and
described in all Exhibits attached hereto, each of which exhibits is
incorporated herein by reference, shall survive any termination or expiration of
the Agreement. It is expressly understood and agreed by the parties hereto that
any private financing of equity or debt or other capital raising activity of the
Company within 12 months of the termination or expiration of this Agreement,
with any investors or lenders to whom the Company was introduced by McMahan or
who was contacted by McMahan while this Agreement was in effect and disclosed to
the Company in writing, shall result in such fees and compensation due and
payable by the Company to McMahan under the same terms of Section 3 above. Upon
completion of the Offering, any future renegotiation, restructuring, revision or
other amendment of such Offering by and between the Company and the investors in
such Offering which results in the receipt of any net new funds by the Company
from such investor(s) shall be deemed to be a new financing and shall result in
additional fees and compensation due and payable by the Company to McMahan under
the terms of Section 3 above.

         6. RIGHT OF FIRST REFUSAL. Upon completion of the Offering, for a
period of one (1) year, McMahan shall have an irrevocable right of first
refusal, subject to the first right of first refusal belonging to Lighthouse
Financial Group, LLC and Keane Securities Co., Inc., to provide all private
financing arrangements for the Company (other than conventional banking
arrangements, borrowing and commercial debt financing and discrete unrelated
transactions of not more than $250,000 where no investment banking fee is being
paid). McMahan shall exercise such right in writing within five (5) business
days of receipt of a written term sheet describing such proposed transaction in
reasonable detail.

         7. INFORMATION. The Company recognizes and confirms that in completing
its engagement hereunder, McMahan will be using and relying solely on publicly
available information and on data, material and other information furnished to
McMahan by the Company or the Company's affiliates and agents. It is understood
and agreed that in performing under this engagement, McMahan will rely upon the
accuracy and completeness of, and is not assuming any responsibility for
independent verification of, such publicly available information and the other
information so furnished.


                                       5
<PAGE>

         8. OFFERS AND SALES ONLY TO ACCREDITED INVESTORS. Offers and sales of
the Units will be made only to qualified institutional buyers (as defined in
Rule 144A) and to "accredited investors" as defined in Rule 501(a) promulgated
under the Securities Act.

         9. NO GENERAL SOLICITATION. The Units will be offered only by
approaching prospective purchasers on an individual basis. No general
solicitation or general advertising in any form will be used in connection with
the Offering of the Securities. From and after the execution of this Agreement
until the completion of the Offering, the Company shall pre-clear any proposed
press release which mentions this Agreement or the Offering with McMahan.

         10. MISCELLANEOUS. This Agreement, together with the Attached Exhibits
A through D constitutes the entire understanding and agreement between the
parties with respect to its subject matter and there are no agreements or
understandings with respect to the subject matter hereof which are not contained
in this Agreement. This Agreement may be modified only in writing signed by the
party to be charged hereunder.

         If the foregoing correctly sets forth our agreement, please confirm
this by signing and returning to us the duplicate copy of this letter.

         We appreciate this opportunity to be of service and are looking forward
to working with you on this matter.

                                       Very truly yours,

                                       McMAHAN SECURITIES CO. L.P.

                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:

Agreed to and accepted
as of the date first written above:

VIRTGAME CORP.

By:
     ------------------------------
     Bruce Merati
     Chief Executive Officer




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<PAGE>

                                                                       EXHIBIT A
                                                                       ---------

                          STANDARD TERMS AND CONDITIONS

1. The Company shall promptly provide McMahan with all relevant information
about the Company (to the extent available to the Company in the case of parties
other than the Company) that shall be reasonably requested or required by
McMahan, which information shall be complete and accurate in all material
respects at the time furnished.

2. McMahan shall keep all information obtained from the Company strictly
confidential except: (a) information which is otherwise publicly available, or
previously known to, or obtained by McMahan independently of the Company and
without breach of McMahan's agreement with the Company; (b) McMahan may disclose
such information to its employees and attorneys, and to its other advisors and
financial sources on a need to know basis only and shall use best efforts to
ensure that all such employees, attorneys, advisors and financial sources will
keep such information strictly confidential; and (c) pursuant to any order of a
court of competent jurisdiction or other governmental body (including any
subpoena) or as may otherwise be required by law.

3. The Company recognizes that in order for McMahan to perform properly its
obligations in a professional manner, it is necessary that McMahan be informed
of and, to the extent practicable, participate in meetings and discussions
between the Company and any prospective purchaser of the Units, relating to the
matters covered by the terms of McMahan's engagement.

4. The Company agrees that any report or opinion, oral or written, delivered to
it by McMahan is prepared solely for its confidential use and shall not be
reproduced, summarized or referred to in any public document or given or
otherwise divulged to any other person without McMahan's prior written consent,
except as may be required by applicable law or regulation.

5. No fee payable to McMahan pursuant to any other agreement with the Company or
payable by the Company to any agent, lender or investor shall reduce or
otherwise affect any fee payable by the Company to McMahan hereunder. If McMahan
engages any other broker-dealer or other finder to assist McMahan in the
placement of the Offering, then the fees of such other broker-dealer or finder
shall be paid by McMahan.

6. The Company represents and warrants that: (a) it has full right, power and
authority to enter into this Agreement and to perform all of its obligations
hereunder; (b) this Agreement has been duly authorized and executed by and
constitutes a valid and binding agreement of the Company enforceable in
accordance with its terms; and (c) the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby do not conflict
with or result in a breach of (i) the Company's certificate of incorporation or
by-laws or (ii) any agreement to which the Company is a party or by which any of
its property or assets is bound.



                                       7
<PAGE>

                                                           EXHIBIT A (CONTINUED)

7. Nothing contained in this Agreement shall be construed to place McMahan and
the Company in the relationship of partners or joint venturers. Neither McMahan
nor the Company shall represent itself as the agent or legal representative of
the other for any purpose whatsoever nor shall either have the power to obligate
or bind the other in any manner whatsoever. McMahan, in performing its services
hereunder, shall at all times be an independent contractor.

8. This Agreement has been and is made solely for the benefit of McMahan and the
Company and each of the persons, agents, employees, officers, directors and
controlling persons referred to in Exhibit B and their respective heirs,
executors, personal representatives, successors and assigns, and nothing
contained in this Agreement shall confer any rights upon, nor shall this
Agreement be construed to create any rights in, any person who is not party to
such Agreement, other than as set forth in this paragraph.

9. The rights and obligations of either party under this Agreement may not be
assigned without the prior written consent of the other party hereto and any
other purported assignment shall be null and void.

10. All communications hereunder, except as may be otherwise specifically
provided herein, shall be in writing and shall be mailed, hand delivered, sent
by a recognized overnight courier service such as Federal Express, or sent via
facsimile and confirmed by letter, to the party to whom it is addressed at the
following addresses or such other address as such party may advise the other in
writing:

                           To the Company:

                  Bruce Merati
                  Chief Executive Officer, Chief Financial Officer,
                  Secretary and Director
                  VirtGame Corp.
                  6969 Corte Santa Fe
                  Suite A
                  San Diego, CA 92121
                  Telephone: (858) 373-5001
                  Facsimile: (858) 373-5007

                           To McMahan:

                  500 West Putnam Avenue
                  Greenwich, CT 06830
                  Attention: Jay Glassman
                  Telephone: (203) 618-3359

All notices hereunder shall be effective upon receipt by the party to which it
is addressed.


                                       8
<PAGE>


                                                                       EXHIBIT B
                                                                       ---------

                                 INDEMNIFICATION

         The Company agrees that it shall indemnify and hold harmless, McMahan,
its stockholders, directors, officers, employees, agents, affiliates and
controlling persons within the meaning of Section 20 of the Securities Exchange
Act of 1934 and Section 15 of the Securities Act of 1933, each as amended (any
and all of whom are referred to as an "Indemnified Party"), from and against any
and all losses, claims, damages, liabilities or expenses, and all actions in
respect thereof (including, but not limited to, all legal or other expenses
reasonably incurred by an Indemnified Party in connection with the
investigation, preparation, defense or settlement of any claim, action or
proceeding, whether or not resulting in any liability), incurred by an
Indemnified Party: (a) arising out of, or in connection with, any actions taken
or omitted to be taken by the Company, its affiliates, employees or agents, or
any untrue statement or alleged untrue statement of a material fact contained in
any of the financial or other information furnished to McMahan by or on behalf
of the Company or the omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; or (b) with
respect to, caused by, or otherwise arising out of any transaction contemplated
by the Agreement or McMahan's performing the services contemplated hereunder;
provided, however, the Company will not be liable under clause (b) hereof to the
extent, and only to the extent, that any loss, claim, damage, liability or
expense (i) is finally judicially determined to have resulted from McMahan's
gross negligence or bad faith in performing such services or (ii) arises out of
or is based upon the failure of McMahan, any selected dealer or any of their
respective officers, employees or agents to deliver a copy of the PPM and all
exhibits, amendments and supplements thereto to an Investor at or prior to the
sale of Units to such Investor or (iii) arises out of or is based upon any
untrue or statement of any material fact contained in the PPM or any amendment
or supplement thereto, or the omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case in reliance upon and in conformity with information furnished to the
Company by McMahan or on its behalf specifically for use in therein.

         Promptly after receipt by an Indemnified Party of notice of the
commencement of any action, such Indemnified Party will, if a claim in respect
thereof is to be made against the Company under this Exhibit B, notify the
Company in writing of the commencement thereof; but the omission so to notify
the Company will not relieve it from any liability which it may have to the
Indemnified Party otherwise than under this section except to the extent the
defense of the claim is prejudiced by such omission or delay. In case any such
action is brought against an Indemnified Party, and it notifies the Company of
the commencement thereof, the Company will be entitled to participate in, and,
to the extent it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, subject to the provisions herein
stated, with counsel reasonably satisfactory to the Indemnified Party, and after
notice from the Company to the Indemnified Party of its election so to assume
the defense thereof, the Company will not be liable to the Indemnified Party
under this section for any legal or other expenses subsequently incurred by the
Indemnified Party in connection with the defense thereof


                                       9
<PAGE>

                                                           EXHIBIT B (CONTINUED)

other than reasonable costs of investigation (provided the Company has been
advised in writing that such investigation is being undertaken). The Indemnified
Party shall have the right to employ separate counsel in any such action and to
participate in the defense thereof, but the fees and expenses of such counsel
shall not be at the expense of the Company if the Company has assumed the
defense of the action with counsel reasonably satisfactory to the Indemnified
Party.

         If the indemnification provided for herein is conclusively determined
(by an entry of final judgment by a court of competent jurisdiction and the
expiration of the time or denial of the right to appeal) to be unavailable or
insufficient to hold any Indemnified Party harmless in respect to any losses,
claims, damages, liabilities or expenses referred to herein, then the Company
shall contribute to the amounts paid or payable by such Indemnified Party in
such proportion as is appropriate and equitable under all circumstances taking
into account the relative benefits received by the Company on the one hand and
McMahan on the other, from the transaction or proposed transaction under the
Agreement or, if allocation on that basis is not permitted under applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
received by the Company on the one hand and McMahan on the other, but also the
relative fault of the Company and McMahan; provided, however, in no event shall
the aggregate contribution of McMahan and/or any Indemnified Party be in excess
of the net compensation actually received by McMahan and/or such Indemnified
Party pursuant to this Agreement.

         The Company shall not settle or compromise or consent to the entry of
any judgment in or otherwise seek to terminate any pending or threatened action,
claim, suit or proceeding in which any Indemnified Party is a party and as to
which indemnification or contribution could have been sought by such Indemnified
Party hereunder, unless such consent or termination includes an express
unconditional release of such Indemnified Party, reasonably satisfactory in form
and substance to such Indemnified Party, from all losses, claims, damages,
liabilities or expenses arising out of such action, claim, suit or proceeding.

         In the event any Indemnified Party shall incur any expenses covered by
this Exhibit B, the Company shall reimburse the Indemnified Party for such
covered expenses within ten (10) business days of the Indemnified Party's
delivery to the Company of an invoice therefor, with receipts attached. Such
obligation of the Company to so advance funds may be conditioned upon the
Company's receipt of a written undertaking from the Indemnified Party to repay
such amounts within ten (10) business days after a final, non-appealable
judicial determination that such Indemnified Party was not entitled to
indemnification hereunder.

         The foregoing indemnification and contribution provisions are not in
lieu of, but in addition to, any rights which any Indemnified Party may have at
common law hereunder or otherwise, and shall remain in full force and effect
following the expiration or termination of McMahan 's engagement and shall be
binding on any successors or assigns of the Company and successors or assigns to
all or substantially all of the Company's business or assets.



                                       10
<PAGE>

                                                                       EXHIBIT C
                                                                       ---------

                                  JURISDICTION

         The Company and McMahan each hereby irrevocably: (a) submits to the
jurisdiction of any court of the State of New York or any federal court sitting
in the State of New York for the purposes of any suit, action or other
proceeding arising out of the Agreement between the Company and McMahan which is
brought by or against the Company or McMahan; (b) agrees that all claims in
respect of any suit, action or proceeding may be heard and determined in any
such court; and (c) to the extent that the Company or McMahan has acquired, or
hereafter may acquire, any immunity from jurisdiction of any such court or from
any legal process therein, the Company and McMahan each hereby waives, to the
fullest extent permitted by law, such immunity. The prevailing party in any
litigation respecting this Agreement shall be entitled to an award of its costs,
including reasonable attorneys' fees, in connection therewith.

         The Company and McMahan each waives, and agrees not to assert in any
such suit, action or proceeding, in each case, to the fullest extent permitted
by applicable law, any claim that: (a) it is not personally subject to the
jurisdiction of any such court; (b) it is immune from any legal process (whether
through service or notice, attachment prior to judgment, attachment in the aid
of execution, execution or otherwise) with respect to it or its property; (c)
any such suit, action or proceeding is brought in an inconvenient forum; (d) the
venue of any such suit, action or proceeding is improper; or (e) this Agreement
may not be enforced in or by any such court. Each party waives any right to jury
trial in any action between them.

         Any process against the Company or McMahan in, or in connection with,
any suit, action or proceeding filed in the United States District Court for the
District of New York or any other court of the State of New York, arising out of
or relating to this Agreement or any transaction or agreement contemplated
hereby, may be served personally, or by first class mail or overnight courier
(with the same effect as though served personally) addressed to the party being
served at the address set forth in the Agreement between the Company and
McMahan.

         Nothing in these provisions shall affect any party's right to serve
process in any manner permitted by law or limit its rights to bring a proceeding
in the competent courts of any jurisdiction or jurisdictions or to enforce in
any lawful manner a judgment obtained in one jurisdiction in any other
jurisdiction.

         This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without regard to conflicts of law
principles.


                                       11
<PAGE>


December 22, 2003


Mr. Bruce Merati,
Chief Executive Officer
VirtGame Corp.
6969 Corte Santa Fe, Suite
San Diego, CA  92121

Dear Mr. Merati:

         The letter sets forth our mutual agreement to extend the termination
date of the Placement Agent Agreement, dated October 28, 2003, between VirtGame
Corp. and McMahan Securities Co. L.P. ("McMahan") from November 21, 2003 to
December 31, 2003.

         As a result of the foregoing extension, and as a condition to the
closing of the offering, McMahan agrees to provide each investor with a
supplement to VirtGame's Confidential Private Placement Memorandum in the form
attached hereto and to obtain from each investor a duly executed acknowledgement
as set forth on the attached supplement.

         Except as set forth above, all other terms and conditions of the
Placement Agent Agreement will remain in effect and unchanged.

         Please confirm your assent to this agreement by signing and returning
to us a duplicate copy of this letter.

                                            Very truly yours,

                                            McMAHAN SECURITIES CO. L.P.

                                            By:
                                                ------------------------------


Agreed to and accepted as of
the date first written above:

VIRTGAME CORP.

By:
    ---------------------------------
    Bruce Merati, President








                                       12