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                                                                     EXHIBIT 4.5

                                                               EXECUTED ORIGINAL

[CANACCORD CAPITAL LOGO]

April 10,2003

CryptoLogic Inc.
1867 Yonge Street
7th Floor
Toronto, Ontario
Canada M4S 1Y5

Attention: Bob Stikeman - Vice-Chairman and Lewis Rose - President & CEO

Dear Sirs:

   PROPOSED LISTING AND POSSIBLE FUND RAISING ON THE LONDON STOCK EXCHANGE

We write to confirm and agree the terms and conditions on which Canaccord
Capital (Europe) Limited ("Canaccord") will be awarded the mandate (the
"Mandate"), to act as Sponsor, Financial Advisor and Broker to CryptoLogic Inc.
(the "Company" or "CryptoLogic") in connection with the Company's listing on the
London Stock Exchange's techMARK index (the "Listing") and any possible fund
raising associated therewith. The purpose of this letter is to set forth our
understanding of our engagement by the Company in respect of the Listing and
said fund raising (outlined in Schedule "B"). The completion of the Listing and
any possible fund raising shall be subject to, amongst other things as outlined
below, due diligence by Canaccord to our complete satisfaction and the receipt
of all necessary regulatory approvals which the Company agrees to use its best
efforts to obtain.

It is understood that this letter is an agreement in principle and is subject to
the execution by the Company and Canaccord of a formal Sponsor and Broker
Agreement and a formal Agency Agreement (the "Agreements") in a form
satisfactory to both parties. Additionally, Canaccord will use its reasonable
endeavours, subject to compliance with applicable laws and regulations and
internal compliance procedures, to provide research coverage for the Company.

In the event that for any reason no Agreements are executed, no legal obligation
will result from this letter except for any obligations of the Company to
Canaccord pursuant to paragraphs 4,6 and 7.

The Agreements shall include, without limitation, the terms listed below:

1.       DUE DILIGENCE

Canaccord and its legal advisers will be given access to the Company's
corporate, financial and other records for the purposes of conducting due
diligence, if required, in respect of the Company and the Listing and fund
raising. Due diligence shall be completed to Canaccord's complete satisfaction
prior to the completion of the Listing.

                       Canaccord Capital (Europe) Limited

          MEMBER OF THE LONDON STOCK EXCHANGE AND REGULATED BY THE SFA

              CANACCORD CAPITAL (EUROPE) LIMITED IS A WHOLLY OWNED
                      SUBSIDIARY OF CANACCORD HOLDINGS LTD

          FIRST FLOOR BROOK HOUSE 27 UPPER BROOK STREET LONDON W1K 7QF
                     TEL: 020 7518 2777 FAX: 020 7518 2778/9

                                www.canaccord.com

                 CANACCORD CAPITAL (EUROPE) LIMITED IS A LIMITED
                    COMPANY REGISTERED IN LONDON REG: 2814897

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2.       SPONSOR AND BROKER

The Company will appoint Canaccord as its Sponsor and Broker, conditional upon
the successful completion of the Listing, at the date of the announcement of the
Listing. The appointment of Sponsor and Broker shall continue until the first
anniversary of the Listing. If the parties thereafter agree to continue their
relationship either party may terminate Canaccord's appointment under this
clause by three months' notice in writing to the other party. In the event of
termination under this clause Canaccord shall not be liable to repay any part of
its annual retainer which has been paid in advance.

3.       LISTING FEES, ONGOING RETAINERS AND TIMING

The Company will pay to Canaccord the following fees (plus, if applicable, VAT):

     1.  A Sponsor and Broker fee of(pound)125,000 of which(pound)25,000 is a
         non-refundable deposit to be paid on the signing of this agreement; and
         the remainder is due on the successful admission of the Company to the
         London Stock Exchange;

     2.  The Company shall pay Canaccord a retainer at a rate of(pound)50,000
         per annum (plus, if applicable, VAT). The Sponsor retainer is payable
         in half-yearly instalments in advance, the first said payment to be
         made on Listing; and

     3.  It is anticipated that the Listing process would take between 12 and 14
         weeks from the signing of our engagement letter, depending on the level
         of preparedness with regard to the documentation of the Company.

4.       EXPENSES

The Company will pay all of the reasonable direct expenses and fees of Canaccord
incurred in connection with the Mandate including Canaccord's legal counsel, and
consultants and specialists, if required, and all reasonable out-of-pocket costs
directly incurred by Canaccord. The payment of these expenses will be due upon
the Listing. An initial refundable retainer of (pound)25,000 shall be deposited
with Canaccord to draw down on for expenses. Individual expense items in excess
of (pound)1,000 shall be subject to the Company's prior approval. Canaccord
shall also provide the Company with a schedule of costs it will incur in
connection with the Listing within one week of the execution of this agreement.

All reasonable fees and expenses shall be payable by the Company upon receiving
an invoice from Canaccord and shall be payable by the Company whether or not the
Listing is completed, terminated or withdrawn.

5.       PUBLICITY

As is standard in the UK, the Company shall consult with Canaccord in the making
of any material public announcements and in particular shall not make any
announcement concerning the subject matter of the mandate, whether formal or
informal, without Canaccord's prior written consent, unless the Company is
required to do so by any applicable laws or stock exchange rules, in which case
the

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Company shall use its reasonable efforts to notify Canaccord in writing prior to
making of such announcement.

6.       TERMINATION

The Company shall be entitled to terminate the Mandate at anytime prior to the
Listing by providing Canaccord with written notice of its intention to withdraw.
In the case of Termination, the Company and Canaccord will mutually agree a
reasonable breakup fee, not to exceed (pound)100,000, based on actual costs and
efforts expended. The Company shall be entitled to return of the initial
refundable deposit, less incurred expenses up to the date of withdrawal and will
be released from all other obligations, except those that explicitly state that
they survive termination, in this agreement and the Agreements (if executed).

7.       INDEMNITY

The Company covenants and agrees to indemnify Canaccord as provided for in
Schedule "A" attached hereto.

This letter agreement will be governed by and construed in accordance with the
laws of England and Wales and the parties submit to the non-exclusive
jurisdiction of the English courts.

If this letter accurately reflects your understanding of the terms of our
agreement, please so indicate by executing and returning to us the enclosed copy
of this letter.

Yours faithfully,

Canaccord Capital (Europe) Limited

/s/ Paul Reynolds
---------------------------

Agreed and Accepted this 9 day of APRIL 2003

CryptoLogic Inc.

/s/ James Ryan
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                                   SCHEDULE "A"
                                    INDEMNITY

CryptoLogic Inc. (the "Indemnitor) hereby agrees to indemnify and hold Canaccord
Capital (Europe) Limited and/or any of its subsidiary companies or holding
companies and/or divisions and/or affiliated companies including Canaccord
Capital Corporation and Canaccord Holdings Ltd. (hereinafter referred to as the
"Adviser") and each and every one of the directors, officers, employees and
shareholders of the Adviser (together hereinafter referred to as the
"Personnel") harmless from and against any and all expenses, losses, claims,
actions, damages or liabilities, whether joint or several (including the
aggregate amount paid with the prior approval of the Company in reasonable
settlement of any actions, suits, proceedings or claims), and the reasonable
fees and expenses of its counsel that may be incurred in advising with respect
to and/or defending any claim that may be made against the Adviser to which the
Adviser and/or its Personnel may become subject or otherwise involved in any
capacity under any statute or common law or otherwise insofar as such expenses,
losses, claims, damages, liabilities or actions arise out of or are based,
directly or indirectly, upon the performance of professional services rendered
to the Indemnitor by the Adviser and its Personnel hereunder or otherwise in
connection with the matters referred to in the attached letter agreement,
provided, however, that this indemnity shall not apply:

(a)      to any liability in respect of any breach of any duties or liability
         which the Adviser may have under FSA rules or any liability the Adviser
         may incur under the Financial Services Act 1986 or the Financial
         Services and Markets Act 2000 or other applicable rules or regulations;
         or

(b)      to the extent that a court of competent jurisdiction in a final
         judgment that has become non appealable shall determine that:

         i.  in the event that, the Adviser or its Personnel, or third parties
             it has engaged, including legal counsel, consultants and
             specialists have been reckless, negligent or dishonest or have
             committed any fraudulent act in the course of such performance; and

        ii.  the expenses, losses, claims, damages or liabilities, as to which
             indemnification is claimed, were directly or indirectly caused by
             the recklessness, negligence, dishonesty or fraud referred to in
             (i).

If for any reason (other than the occurrence of any events itemised in (a) and
(b) above) the foregoing indemnification is unavailable to the Adviser or
insufficient to hold it harmless, then the Indemnitor shall contribute to the
amount paid or payable by the Adviser as a result of such expense, loss, claim,
damage or liability in such proportion as is appropriate to reflect not only the
relative benefits received by the Indemnitor on the one hand and the Adviser on
the other hand but also the relative fault of the Indemnitor and the Adviser, as
well as any relevant equitable considerations provided that the Indemnitor shall
in any event contribute to the amount paid or payable by the Adviser as a result
of such expense, loss, claim, damage or liability any excess of such amount over
the amount of the fees received by the Adviser hereunder.

Provided that none of the events itemised in (a) and (b) above have occurred,
the Indemnitor agrees that in case any legal proceeding shall be brought against
the Indemnitor and/or the Adviser and/or Personnel by any governmental
commission or regulatory authority or any stock exchange or other entity having
regulatory authority, either domestic or foreign, the Indemnitor and/or the
Adviser and Personnel of the Adviser shall be required to testify in connection
therewith or shall be required to respond to procedures designed to discover
information regarding, in connection with, or by reason of the performance of
professional services rendered to the Indemnitor by the Adviser, the Adviser
shall have the right to employ its own counsel in connection therewith, and the
reasonable fees and expenses of such counsel as well as the reasonable costs and
out-of-pocket

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expenses incurred by the Adviser and its Personnel in connection therewith shall
be paid by the Indemnitor as they occur.

Promptly after receipt of notice of the commencement of any legal proceeding
against the Adviser or any of its Personnel or after receipt of notice of the
commencement of any investigation, which is based, directly or indirectly, upon
any matter in respect of which indemnification may be sought from the
Indemnitor, the Adviser will notify the Indemnitor in writing of the
commencement thereof and, throughout the course thereof, will provide copies of
all relevant documentation to the Indemnitor, will keep the Indemnitor advised
of the progress thereof and will discuss with the Indemnitor all significant
actions proposed.

The indemnity and contribution obligations of the Indemnitor shall be in
addition to any liability which the Indemnitor may otherwise have, shall extend
upon the same terms and conditions to the Personnel of the Adviser and shall be
binding upon and enure to the benefit of any successors, assigns, heirs and
personal representatives of the Indemnitor, the Adviser and any of the Personnel
of the Adviser. The foregoing provisions shall survive the completion of
professional services rendered under the attached letter of agreement or any
termination of the authorization given by the attached letter of agreement for a
period of 3 years from the signing of this agreement.

MONEY LAUNDERING REGULATIONS

The Indemnitor agrees to provide such evidence of its identity and that of
directors, partners, trustees and controllers of the Indemnitor or firm and of
all connected shareholders and parties as the Adviser may reasonably require in
order to comply with its obligations under the legislation and regulations
against money laundering and drug trafficking. The Adviser may cease to act for
the Indemnitor if it fails to comply and may at any time make such disclosures
to the competent authorities as are reasonable as a result of such failure or
otherwise upon suspecting that the Indemnitor or any such connected party is
involved in money laundering.

DATA PROTECTION ACT

The Indemnitor hereby consents to the Adviser using all information it maintains
about the Indemnitor in order to send details of other services offered by the
Adviser that it considers may be of interest to the Indemnitor.

COMPLIANCE

The Indemnitor confirms to the Adviser that it will not breach any contractual,
legal, regulatory or other obligation by entering into this letter agreement and
that the Indemnitor knows of no matter as a result of which it would not be able
to give this confirmation were it required to repeat it at any time during the
term of this letter. The Indemnitor confirms that it will at all times comply
with all such obligations.

/s/ Paul Reynolds                         for Canaccord Capital (Europe) Limited
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/s/ James Ryan                            for CryptoLogic Inc.
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                                   SCHEDULE"B"
                                  DECEMBER 2002
                                CRYPTOLOGIC INC.
                 INDICATIVE TERM SHEET FOR POSSIBLE FUND RAISING

ISSUER:                    CryptoLogic Inc. (the "Company").

AGENT:                     Canaccord Capital (Europe) Limited.

PLACING:                   Common Shares.

AMOUNT:                    To be determined.

PRICE:                     Priced in the context of the market on a day leading
                           up to the marketing, and as agreed to by the Company
                           and Canaccord.

JURISDICTIONS:             Sales to European institutional investors and if
                           mutually agreed, to North American investors as well,
                           under applicable regulations.

TYPE OF TRANSACTION:       Placement by the Company to Institutional Investors,
                           subject to a formal Placing Agreement.

LISTING:                   The Common Shares are currently listed on the Toronto
                           Stock Exchange and NASDAQ.

COMMISSION:                The Company will pay cash commission of 5.75 per cent
                           on the gross proceeds of the Placing, payable on
                           closing. The commission and Listing fee will be
                           deducted from the gross proceeds of the Placing and
                           Open Offer.

USE OF PROCEEDS:           The proceeds will be used, inter alia, to provide
                           working capital for the Company.

CLOSING DATE:              May 2003 or such other date as agreed to by the
                           Company and Canaccord.

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