**EXHIBIT
        4.4**













CRYPTOLOGIC INC.

2005
        SHARE PURCHASE PLAN





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CRYPTOLOGIC INC.

2005
        SHARE PURCHASE PLAN



1.

                    Purpose.




The purpose of the CryptoLogic Inc. Share Purchase Plan (the
        “Plan”) is to provide eligible employees and eligible Consultants of
        CryptoLogic Inc. (“CryptoLogic” or the “Corporation”), and certain
        of its Affiliates, with added incentive in their employment with or engagement by the
        Corporation, by facilitating the acquisition of CryptoLogic common shares by such employees
        or Consultants of CryptoLogic and its Affiliates, by providing financial assistance towards
        the purchase or acquisition of Common Shares under the Plan, by way of purchases in the
        open market by the Corporation or its designated agent on behalf of Participants, thereby
        aligning the interests of employees and Consultants with those of CryptoLogic shareholders.
        Participation in the Plan is entirely voluntary and no employee or Consultant of
        CryptoLogic or its Affiliates is obliged, as a term or condition of employment or
        otherwise, to participate in the Plan, and failure to participate shall not in any way
        affect employment.



2.

                    Definitions.




For the purposes of the Plan, the following terms shall have the following
        meanings:



(a)

                    “Affiliate” shall mean (i) any corporation that
                        is controlled, directly or indirectly by the Corporation; and (ii) any
                        other entity in which the Corporation has an equity interest or with which
                        the Corporation has a significant business relationship.




(b)

                    “Board” shall mean the board of directors of the
                        Corporation.




(c)

                    “Change in Control” shall mean:




(i)

                    the initial acquisition by any person, or any persons acting
                        jointly or in concert (as determined by the Securities Act (Ontario)),
                        whether directly or indirectly, of voting securities of the Corporation
                        which, together with all other voting securities of the Corporation held by
                        such persons, constitutes, in the aggregate, more than 20% of all
                        outstanding voting securities of the Corporation;




(ii)

                    an amalgamation, arrangement or other form of business
                        combination of the Corporation with another corporation which results in
                        the holders of voting securities of that other corporation holding, in the
                        aggregate, more than 50% of all outstanding voting securities of the
                        corporation resulting from the business combination;




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(iii)

                    a sale, disposition, lease or exchange to or with another
                        person or persons (other than a corporation that is a subsidiary of the
                        Corporation as defined in the Securities Act (Ontario)) of property of the
                        Corporation representing 50% or more of the net book value of the assets of
                        the Corporation, determined as of the date of the most recently published
                        audited annual or unaudited quarterly interim financial statements of the
                        Corporation; or




(iv)

                    a change in the composition of the Board over any twelve
                        month period such that more than 50% of the persons who were directors of
                        the Corporation at the beginning of the period are no longer directors at
                        the end of the period, unless such change is a consequence of normal
                        attrition.




(d)

                    “Committee” shall mean any two members of the
                        Compensation Committee of the Board.




(e)

                    “Common Shares” means common shares in the
                        capital of the Corporation purchased under the Plan or Company Match Shares
                        that have vested.




(f)

                    “Company Match Funds” means that amount of cash
                        credited to a Participant’s Purchase Account, equal to 50% of the
                        Participant’s contribution to the Purchase Account, subject to a
                        maximum of $2,500 per annum per Participant.




(g)

                    “Company Match Shares” means Common Shares
                        purchased with Company Match Funds that are subject to a vesting period
                        equal to the greater of 12 months from the applicable Exercise Date and the
                        date the Common Shares are fully paid for.




(h)

                    “Consultant” means a person or company, other
                        than an employee, senior officer or director of the Corporation,
                        that:




(i)

                    is engaged to provide services to the Corporation or a
                        Designated Affiliate, other than services provided in relation to a
                        distribution,




(ii)

                    provides the services under a written contract with the
                        Corporation or a Designated Affiliate, and




(iii)

                    spends or will spend a significant amount of time and
                        attention on the affairs and business of the Corporation or a Designated
                        Affiliate,




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and includes, for an individual consultant, a company of which the
        individual consultant is an employee or shareholder, and a partnership of which the
        individual consultant is an employee or partner.



(i)

                    “Corporation” shall mean CryptoLogic Inc., and
                        any successor corporation thereto.




(j)

                    “Date of Termination” shall mean the actual date
                        of termination of employment of the employee, and excludes any period
                        during which the employee is in receipt of or is eligible to receive any
                        statutory, contractual or common law notice or compensation in lieu thereof
                        or severance or damage payments following the actual date of termination;
                        “Date of Termination” also includes the actual date on which a
                        Participant ceases to be an Eligible Employee.




(k)

                    “Designated Affiliate” shall mean any Affiliate
                        which has been designated by the Committee as eligible to participate in
                        the Plan with respect to its eligible employees.




(l)

                    “Eligible Consultant” means a Consultant that
                        has been approved for participation by the Committee.




(m)

                    “Eligible Employee” means, subject to Section 3
                        hereof, full time employees of CryptoLogic and Designated
                        Affiliates.




(n)

                    “Eligible Participant” means an Eligible
                        Employee or Eligible Consultant of CryptoLogic and Designated
                        Affiliates.




(o)

                    “Exercise Date” shall mean the last day of an
                        Offering Period on which the Toronto Stock Exchange is open for
                        business.




(p)

                    “Fair Market Value” of the Common Shares shall
                        mean the weighted average trading price of the Common Shares as reported on
                        the Toronto Stock Exchange for the ten trading days immediately preceding
                        the date as of which such value is being determined, or if there shall be
                        no reported transactions for such date, on the next preceding date for
                        which transactions are reported, and if the Common Shares are not then
                        listed on the Toronto Stock Exchange, on such other stock exchange where
                        the average trading volume of the Common Shares in the immediately
                        preceding month has been highest.




(q)

                    “Holding Company” means a holding company owned
                        and controlled by an Eligible Participant.




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(r)

                    “Offering Period” means the period of eleven
                        consecutive business days in each quarter designated by the Committee in
                        which Eligible Employees may elect to participate in the Plan.




(s)

                    “Participant” means an Eligible Employee or
                        Eligible Consultant who has elected on his or her own behalf or on behalf
                        of his or her RRSP or on behalf of his or her Holding Company to
                        participate in the Plan by submitting a Share Purchase Plan
                        Agreement.




(t)

                    “Purchase Account” has the meaning ascribed to
                        it in paragraph 6(a) hereof.




(u)

                    “Purchase Price” of a Common Share shall mean
                        the Fair Market Value of a Common Share on the day preceding the Exercise
                        Date within an Offering Period. If such price contains a fraction of one
                        tenth of one cent, the Purchase Price shall be increased to the next higher
                        tenth of one cent.




(v)

                    “Regulations” means the regulations made
                        pursuant to this Plan, as same may be amended from time to time.




(w)

                    “Share Purchase Plan Agreement” means an
                        agreement to purchase shares under the Plan in accordance with the
                        Regulations.




3.

                    Eligibility




(a)

                    Eligible Participants. For any
                        Offering Period participation in the Plan shall be open to each employee of
                        the Corporation or any Designated Affiliate, provided that to be eligible
                        such employee must have at least six months continuous employment with the
                        Corporation or an Affiliate and must customarily work for at least 20 hours
                        per week as of the first day of any such Offering Period, and those
                        Consultants as determined to be eligible by the Committee. No right to
                        purchase Common Shares hereunder shall accrue under the Plan in favor of
                        any person who is not an Eligible Participant as of the first day of the
                        relevant Offering Period. For purposes of the Plan, the term
                        “employee” shall not include any individual who performs
                        services for the Corporation or any Designated Affiliate pursuant to an
                        agreement (written or oral) that classifies such individual’s
                        relationship with the Corporation or any Designated Affiliate as other than
                        an employee of the Corporation or any Designated Affiliate, regardless of
                        whether such individual is at any time determined to be an employee of the
                        Corporation or any Designated Affiliate.




(b)

                    Eligible Purchases. The
                        Corporation reserves the right to accept or reject purchases of less than
                        100 common shares.






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4.

                    Effective Date of Plan.




The Plan shall become effective on February 9, 2005



5.

                    Participation During an Offering
                        Period.




Each Eligible Participant shall be granted the right to participate in the
        Plan on the first day of each Offering Period, which right shall be exercised automatically
        on the Exercise Date for such Offering Period, for each Eligible Participant that enrolls
        in the Plan during the Offering Period.



6.

                    Basis of Participation.




(a) Enrolment: Payroll
        Deduction, Cash Payment and Contribution Limits. Subject to the
        Regulations and compliance with applicable rules prescribed by the Committee, each Eligible
        Participant shall be entitled to enroll in the Plan as of the first day of any Offering
        Period which begins on or after such employee or Consultant has become an Eligible
        Participant.



To enroll in the Plan, an Eligible Participant shall make a request in
        accordance with the Regulations, to the Corporation or its designated agent, at the time
        and in the manner prescribed by the Committee, specifying the number of shares to be
        purchased which will be used to calculate the amount payable to the Corporation by bank
        draft or certified cheque, or with respect to employees only, the amount of payroll
        deduction to be applied to the compensation paid to the employee by the employee’s
        employer while the employee is a Participant in the Plan. Unless otherwise determined by
        the Committee, the aggregate contribution that an Eligible Participant may make shall not
        exceed 10%, or such higher amount not exceeding 15%, of the Participant’s annual
        compensation (before withholding or other deductions) paid to him or her during the
        Offering Period by the Corporation or any Designated Affiliates, such annual compensation
        calculated on a rolling 12-month basis. The Committee may adopt rules with respect to
        rounding up or rounding down the number of shares purchased under the Plan, for any
        Participant, in a manner consistent with the Participant’s participation limit under
        the Plan. Subject to compliance with applicable rules and Regulations prescribed by the
        Committee, the Participant’s request shall become effective on the first day of the
        Offering Period following the day the Corporation or its designated agent receives such
        request.



The amount of each payroll deduction specified in such request for each such
        payroll period shall be a whole percentage of a Participant’s compensation, unless
        otherwise determined by the



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Committee to be a whole dollar amount, in either case not to exceed 10 %
        (the aggregate contribution that an Eligible Participant may make shall not exceed such
        higher percentage, not to exceed 15%, as may be determined by the Committee), of the
        Participant’s annual compensation (before withholding or other deductions) paid to
        him or her during the Offering Period by the Corporation or any Designated Affiliates, such
        annual compensation calculated on a rolling 12-month basis. Payroll deductions (and any
        other amount paid under the Plan) shall be made for each Participant in accordance with
        such Participant’s request until such Participant’s participation in the Plan
        terminates, such Participant makes a new request that changes the amount of payroll
        deductions, the Participant elects to suspend his or her participation in the Plan, or the
        Plan terminates, all as hereinafter provided.



A Participant may change the amount of his or her payroll deduction
        effective as of the first day of any Offering Period by so directing the Corporation or its
        designated agent at the time and in the manner specified by the Committee. The Committee
        may establish rules and Regulations limiting the frequency with which Participants may
        change, discontinue and resume payroll deductions under the Plan and may impose a waiting
        period on Participants wishing to resume payroll deductions following discontinuance. The
        Committee also may change the rules and Regulations regarding discontinuance of
        participation or changes in participation in the Plan. Except to the extent otherwise
        determined by the Committee, a Participant may not change the amount of his or her payroll
        deduction effective as of any date other than the first day of a Offering Period, except
        that a Participant may elect to suspend his or her participation in the Plan as provided in
        Section 8.



Payroll deductions for or cash payments from each Participant shall be
        credited to a purchase account established and maintained on behalf of the Participant on
        the books of the Participant’s employer or such employer’s designated agent, or
        in the case of a Consultant, such Consultant’s engaging party or such engaging
        party’s designated agent (a “Purchase Account”). Unless otherwise
        specified by the Committee, payroll deductions or cash payments shall be credited to a
        Participant’s Purchase Account in local currency. On each Exercise Date, the amount
        in each Participant’s Purchase Account together with the Company’s Matching
        Funds will be converted into Canadian dollars and will be applied to purchase on the
        Toronto Stock Exchange that number of Common Shares determined by dividing the Canadian
        dollar amount by the Purchase Price. No interest shall accrue at any time for
        any



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amount credited to a Purchase Account of a Participant except where
        otherwise required by local law as determined by the Committee.



(b)

                    Methods of
                        Participation.




(i) The Committee may, in its discretion, establish additional procedures
        whereby Eligible Participants may participate in the Plan by means other than payroll
        deduction, including, but not limited to, delivery of funds by Participants in a lump sum
        or automatic charges to Participants’ bank accounts. Any method of participating
        shall be subject to such rules and conditions as the Committee may establish from time to
        time. The Committee may at any time amend, suspend or terminate any participation
        procedures established pursuant to this paragraph without prior notice to any Participant
        or Eligible Participant.



(ii) The Committee may, subject to Part 6 of the Toronto Stock Exchange Rule
        Book, post to the account it may establish for each Eligible Participant without charge,
        that number of shares that it may purchase from time to time through the facilities of the
        Toronto Stock Exchange for bonus or other incentive awards to Eligible
        Participants.



7.

                    Purchase Accounts, Certificates and
                        Corporation’s Matching Contribution.




The Common Shares and Company Match Shares purchased on an Exercise Date by
        or for a Participant, as the case may be, shall be posted to such Participant’s
        Purchase Account as soon as practicable after, and credited to such Participant’s
        Purchase Account as of, such Exercise Date. Except as provided in Sections 8 and 9, a
        Participant will be issued his or her share certificate(s) when his or her participation in
        the Plan is terminated or the Plan is terminated, unless the Participant requests delivery
        of a certificate representing shares that have been fully paid for by the Participant, or
        in the case of Company Match Shares, vested pursuant to the Plan, in which case, the
        Participant will be entitled to receive such certificate(s) as soon as practicable
        following the Participant’s request.



Participants may obtain information on their Purchase Accounts by contacting
        the administrator of the Plan or its duly designated delegate at any time. In addition,
        information regarding the entries made to each Participant’s Purchase Account, the
        number of Common Shares or Company Match Shares purchased and the applicable Purchase Price
        shall be made available, either in writing or electronically, to each Participant on a
        quarterly basis or more frequently as determined by the Committee. The maximum number of
        Common Shares that may be purchased by a Participant for an Offering Period shall be
        determined under Section 3.



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The Committee may permit or require that Common Shares not fully paid for by
        the Participant or Company Match Shares be deposited directly with a broker designated by
        the Committee (or a broker selected by the Committee) or to a designated agent of the
        Corporation, and the Committee may utilize electronic or automated methods of share
        transfer. The Committee may require that shares not fully paid for by the Participant or
        Company Match Shares be retained with such broker or agent for a designated period of time
        (and may restrict dispositions during that period) or may establish other procedures to
        permit tracking of disqualifying dispositions of such shares or to restrict transfer of
        such shares. Payroll deductions will be applied, subject to the discretion of the
        Committee, to reduce any amounts owing by the Participant under the Plan.



Dividends (including stock dividends and dividends in kind) or other
        distributions on the Common Shares or Company Match Shares purchased pursuant to the Plan,
        less any applicable withholding taxes, will be credited to each Participant’s
        Purchase Account as of the dividend payment date or distribution date, as the case may be,
        and shall be delivered as soon as practicable to the Participant, except with respect to
        distributions on the Company Match Shares, which will be subject to vesting. The Committee
        may require that shares purchased under the Plan shall automatically participate in a
        dividend reinvestment plan or program maintained by the Corporation.



8.

                    Suspension or Termination of
                        Participation.




A Participant may request the Committee to suspend his or her participation
        in the Plan and the Committee may grant such suspension on compassionate
        grounds.



Upon any suspension of participation, the Participant’s payroll
        deductions shall cease. The Common Shares purchased will be retained in the
        Participant’s Purchase Account for a period of 12 months from the commencement of the
        suspension, and if the Participant does not direct the Corporation to resume deductions or
        otherwise pay for the balance owed in full before the expiry of the 12 months, the Common
        Shares may, at the discretion of the Committee, be sold by the Company and the proceeds may
        be applied to reduce any amounts owed by the Participant under the Plan, with the excess
        cash credited to such Participant’s Purchase Account, less the Company Match Funds
        which will be returned to the Corporation. Company Match Shares credited to the
        Participant’s Purchase Account may, at the discretion of the Committee, continue to
        vest in accordance with the Plan or be sold by the Company with the proceeds of sale to be
        returned to the Company. A Participant who elects to suspend participation in the Plan
        shall be permitted to resume participation in the Plan by making a new request at the time
        and in the manner described in Section 6 hereof.



If the Participant dies, terminates employment with the Corporation or the
        Designated Affiliate for any reason, or otherwise ceases to be an Eligible Participant,
        such Participant’s participation in the Plan shall immediately terminate. The cash
        credited to such Participant’s Purchase Account on the Date of Termination (less the
        Company Match Funds which will be returned to the Corporation), shall be delivered as soon
        as



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practicable to such Participant or his or her beneficiary or legal
        representative, as the case may be, without interest (except where required by local law),
        and, upon the election of the Participant or his or her beneficiary or legal
        representative, either certificate(s) for the number of Common Shares, other than Company
        Match Shares, held for his or her benefit or the Fair Market Value of such shares will be
        delivered to such Participant, beneficiary or legal representative. Whether a termination
        of employment has occurred shall be determined by the Committee. The Committee may also
        establish rules regarding when leaves of absence or change of employment status will be
        considered to be a termination of employment, and the Committee may establish termination
        of employment procedures for the Plan which are independent of similar rules established
        under other benefit plans of the Corporation and its Affiliates.



If the
        Participant is terminated with legal cause, the Corporation may in its discretion, sell the
        Common Shares and apply the proceeds to extinguish any financial obligations the former
        employee may then have under the Plan, with the balance of any such proceeds to be remitted
        to the employee. Company Match Shares and Company Match Funds will not be applied to reduce
        any financial obligations of the former employee under the Plan.



If the
        Participant is terminated without legal cause, the Corporation in its discretion may
        withhold from any termination payment any amount owing by the employee under the
        Plan.



9.

                    Vesting.




The Committee may establish rules with respect to vesting of Company Match
        Shares and Company Match Funds. Once Company Match Shares have vested, they are Common
        Shares for purposes of the Plan.



10.

                    Termination or Amendment of the Plan.




The Plan shall terminate on May 1, 2014, unless earlier terminated by action
        of the Board or the Committee, in which case notice of such termination shall be given to
        all Participants, but any failure to give such notice shall not impair the effectiveness of
        the termination.



Such termination shall not impair any rights under the Plan that shall have
        vested on or prior to the date of such termination. If at any time the number of Common
        Shares available for purchase under the Plan in the open market are not sufficient to
        satisfy the number of Common Shares that could otherwise be purchased in each Purchase
        Account at that time, the Board or Committee may determine an equitable basis of
        apportioning available Common Shares among all Participants.



The Board or the Committee may amend the Plan from time to time in any
        respect for any reason; provided, however, no such amendment shall (a) materially adversely
        affect the terms and conditions under which Common Shares may be purchased under the Plan
        during the Offering Period in which such amendment is to be effected, or



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(b) increase the maximum number of Common Shares which may be purchased
        under the Plan, and provided further, that no such amendment shall be of any effect unless
        the prior approval of the Toronto Stock Exchange, if required, has been
        obtained.



Upon termination of the Plan, the number of full Common Shares held for each
        Participant’s benefit shall be issued as soon as practicable to such Participant and
        the cash equivalent of any fractional share so held, and the cash, if any, credited to such
        Participant’s Purchase Account, shall be distributed (without interest, except where
        required by local law) as soon as practicable to such Participant.





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11.
        Change in Control.



In order to maintain the Participants’ rights in the event of any
        Change in Control of the Corporation, upon such Change of Control the Committee will have
        discretion to terminate forthwith the current Offering Period, which shall thereupon end,
        and the cash credited to all Participants’ Purchase Accounts shall be applied to
        purchase Common Shares pursuant to Sections 6 and 7, and the Plan shall immediately
        thereafter terminate.



12.

                    Non-Transferability.




Rights acquired under the Plan are not transferable and may be exercised
        only by a Participant, and any attempted transfer shall be null and void and without
        effect. If a Participant in any manner attempts to transfer, assign or otherwise encumber
        his or her rights or interest under the Plan, such act shall be treated as an election by
        the Participant to discontinue participation in the Plan pursuant to Section 8.



13.

                    Shareholder’s Rights.




No Eligible Participant or Participant shall by reason of the Plan have any
        rights of a shareholder of the Corporation until he or she shall acquire Common Shares as
        herein provided. Except as otherwise provided herein, a Participant shall have the rights
        of a shareholder of the Corporation upon the acquisition of Common Shares under the Plan. A
        Participant may only exercise the voting rights attached to such Common Shares by providing
        voting instructions to the Committee or its designated agent.



14.

                    Administration of the Plan.




The Plan shall be administered by the Committee. In addition to the power to
        amend or terminate the Plan pursuant to Section 9, the Committee shall have full power and
        authority to: (i) interpret and administer the Plan and any instrument or agreement entered
        into under the Plan; (ii) establish such rules and regulations and appoint such agents as
        it shall deem appropriate for the proper administration of the Plan; (iii) designate which
        Affiliates will participate in the Plan; and (iv) make any other determination and take any
        other action that the Committee deems necessary or desirable for administration of the
        Plan, including by way of illustration the delegation of any of its power and authority to
        one or more individuals and the exclusion of Participants obligations due to hardship.
        Decisions of the Committee shall be final, conclusive and binding upon all persons,
        including the Corporation or its Affiliates, any Participant and any other employee of the
        Corporation or its Affiliates. A majority of the members of the Committee may determine its
        actions and fix the time and place of its meetings. The Committee may delegate to one or
        more individuals the day-to-day administration of the Plan. The Corporation and the
        Designated Affiliates shall pay all expenses incurred in the administration of the Plan, as
        determined by the Corporation. No Board or Committee member shall be liable for any action
        or determination made in good faith with respect to the Plan or any rights granted
        thereunder.



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15.

                    Miscellaneous.




Except
        as otherwise expressly provided herein, (i) any request, election or notice under the Plan
        from an Eligible Participant or Participant shall be transmitted or delivered to the
        Corporation or its designated agent and, subject to any limitations specified in the Plan,
        shall be effective when received by the Corporation or its designated agent and (ii) any
        request, notice or other communication from the Corporation or its designated agent that is
        transmitted or delivered to Eligible Participants or Participants shall be effective when
        so transmitted or delivered. The Plan, and the Corporation’s obligation to sell and
        deliver Common Shares hereunder, shall be subject to all applicable Canadian federal and
        provincial laws and foreign laws, and all rules and regulations thereunder, and to such
        approval by any regulatory or governmental agency as may, in the opinion of counsel for the
        Corporation, be required.



16.

                    Committee Rules for Other Jurisdictions.




The Committee may adopt rules or procedures relating to the operation and
        administration of the Plan to accommodate the specific requirements of local laws and
        procedures. Without limiting the generality of the foregoing, the Committee is specifically
        authorized to adopt rules and procedures regarding handling of payroll deductions,
        conversion of local currency, payroll tax, withholding procedures, tax reporting and
        handling of stock certificates which vary with local requirements. Rules and procedures so
        adopted will be reflected in Schedule A. In the event of a discrepancy between the
        provisions hereof and the provisions of Schedule A applicable to a particular jurisdiction,
        the provisions of Schedule A shall apply in the jurisdiction so indicated.



17.

                    No Enlargement of Employee Rights.




Nothing contained in the Plan shall be deemed to give any Eligible
        Participant the right to be retained in the employ of the Corporation or any Affiliate or
        to interfere with the right of the Corporation or any Affiliate to discharge any Eligible
        Participant at any time.



18.

                    Limit of the Corporation’s Liability.




The Corporation shall use its best judgment in selecting the trustee, broker
        or agent from time to time under the Plan but neither the Corporation nor any of its
        directors or officers shall be under any liability or obligation with respect to any loss
        of or diminution in the value of the assets held under the Plan by reason of any negligent
        or willful act or default on such part of such trustee, broker or agent.



19.

                    Market Conditions.




Any and all risks resulting from any market fluctuations or conditions of
        any nature and affecting the price of Common Shares are assumed by the
        Participant.



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20.

                    Schedules.




The schedules attached hereto shall form an integral part of this Plan. When
        the Committee designates an Affiliate as eligible to participate in the Plan, the Committee
        may amend the schedules as required to address such eligibility requirements, limitations
        and distinctions as may be mandated by local law or as may facilitate compliance with local
        law in respect of the employees of such newly designated Affiliate.



21.

                    Regulations.




This Plan is subject to the Regulations that may be adopted by the Committee
        from time to time.



22.

                    Governing Law.




The Plan, any related agreements (such as an enrollment form), and all
        determinations made and actions taken pursuant thereto, shall be governed by the laws of
        the province of Ontario and construed in accordance therewith without giving effect to
        principles of conflicts of law.



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Schedule “A”



CRYPTOLOGIC INC.

2005
        SHARE PURCHASE PLAN

REGULATIONS



1.

                    In these Regulations, words defined in this Plan and not
                        otherwise defined herein will have the same meaning as set forth in this
                        Plan.


2.

                    Subject to the Plan and to any determination to the contrary
                        by the Committee from time to time, participation may be initiated by the
                        delivery to the Vice-President, Human Resources of the Corporation of a
                        duly completed Share Purchase Plan Agreement in the form of Schedule
                        “B”, as the same may be amended from time to time.


3.

                    Unless otherwise determined by the Board, “Offering
                        Period” will be in effect for the eleven business day period
                        commencing on the second business day following public disclosure of the
                        Corporation’s interim quarterly or year end financial
                        statements.


4.

                    For the purposes of this regulation, Participants who have
                        purchased Common Shares, either (i) by bank draft or certified cheque or
                        (ii) on an installment basis through regular payable deductions
                        (“Payroll Plan”), shall be deemed to have purchased their
                        Common Shares on the last date of the Offering Period during which the
                        Participant purchased their Common Shares, pursuant to a Share Purchase
                        Plan Agreement.


5.


(a)

                    Until otherwise determined by the Committee, if a
                        Participant elects to pay for the Shares under a Payroll Plan, the
                        Corporation (or the applicable Affiliate) will deduct substantially
                        equivalent amounts from payments to the Participant so that the full amount
                        of the purchase price will be paid by the Participant by the end of the
                        twelfth month following the last day of the month of the Open Period during
                        which the Participant purchased Common Shares under the Plan (the
                        “Installment Period”). For example, if a Participant purchased
                        Common Shares under the Plan during an Open Period in ●
                        2005, the deductions
                        will be calculated such that the purchase price for the Shares will have
                        been paid in full by ●, 2005.


(b)

                    Until otherwise determined by the Committee, a Participant
                        may at any time and from time to time prior to the expiry of the
                        Installment Period, pay in full, the total balance outstanding to the
                        Corporation for the




Schedule “A”

                    1


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purchase of all Common Shares, as specified in the Participant’s Share
        Purchase Plan Agreement.

6.

                    If the legal representative of a Participant who has died
                        exercises the purchase rights of the Participant or the Participant’s
                        RRSP or the Participant’s Holding Company in accordance with the
                        terms of the Plan, the Corporation will have no obligation to issue the
                        Common Shares until evidence satisfactory to the Corporation has been
                        provided by the legal representative that the legal representative is
                        entitled to act on behalf of the Participant or his RRSP or Holding Company
                        to purchase the Common Shares under this Plan.


7.

                    Share certificates representing the number of Common Shares
                        in respect of which purchases have been made by a Participant under the
                        Plan will be issued only upon payment in full of the relevant purchase
                        price. These share certificates will be held for safekeeping by the
                        Secretary of the Corporation, unless the Participant directs the Secretary
                        otherwise.








Schedule “A”

                    2


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Schedule “B”



CRYPTOLOGIC INC.

2005
        SHARE PURCHASE PLAN



SHARE
        PURCHASE PLAN AGREEMENT



[To be
        attached]



Schedule “B”

                    1




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