BINGO COM INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>b313329_ex10-3.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                 BINGO.COM, INC.
                       BINGO.COM (CANADA) ENTERPRISES INC.
                        Suite C200 - 4223 Glencoe Avenue
                        Marina del Ray, California 90292


                                                                  April 16, 2001

To: SHANE MURPHY
    201 - 1688 Cypress  Street
    Vancouver, British Columbia
    V6J 5J1

Re: Employment Agreement

In consideration of the BVI/RRV Transaction and the covenants and agreements
made by BVI/RRV, Bingo.com Canada and Bingo.com under subsections 2(d), 2(e),
2(f) and 2(g) of this Agreement, you have agreed to enter into this Agreement to
specify the terms and conditions of your employment with Bingo.com and Bingo.com
Canada going forward. This Agreement will commence on the closing date of the
BVI/RRV Transaction (the "Commencement Date") and will replace and supersede the
written employment agreement dated June 17, 1999 between you and Bingo.com and
Bingo.com Canada. Your employment will continue until terminated in accordance
with the provisions of this Agreement.

1. Definitions

In this Agreement:

     (a)  "Agreement" means this letter agreement and schedules attached to this
          letter agreement, as amended or supplemented from time to time.

     (b)  "BVI/RRV" means Redruth Ventures Inc., a British Virgin Islands
          corporation and Bingo, Inc. an Anguillia corporation.

     (c)  "BVI/RRV Transaction" means the loan by way of convertible debenture
          transaction between BVI/RRV and Bingo.com.

     (d)  "Bingo.com" means Bingo.com, Inc., a company incorporated under the
          laws of Florida.

     (e)  "Bingo.com Canada" means Bingo.com (Canada) Enterprises Inc., a
          company incorporated under the laws of British Columbia.

     (f)  "Board" means the board of directors.

     (g)  "Business of the Group" means (i) the business of being an online
          provider of bingo-based games and entertainment and a producer of
          entertainment products and services; and (ii) any other material
          business carried on from time to time by any member of the Group.
<PAGE>

     (h)  "Cause" includes, without limiting the usual meaning of just cause
          under the common law or the laws of British Columbia or the United
          States of America:

          (i)  your conviction of a crime (indictable level or penalized by
               incarceration or a lesser crime involving moral turpitude); or

          (ii) any act of fraud, misappropriation, dishonesty, embezzlement or
               similar conduct against any member of the Group.

     (i)  "Competitive Business" means any business or enterprise that competes
          with the Business of the Group.

     (j)  "Confidential Information" means all confidential or proprietary
          facts, data, techniques and other information relating to the Business
          of the Group which may before or after the date of this Agreement be
          disclosed to you by any member of the Group or which may otherwise
          come within your knowledge or which may be developed by you in the
          course of your employment or from any other Confidential Information.

     (k)  "Group" means Bingo.com, Bingo.com Canada and their affiliates and
          subsidiaries.

     (l)  "Intellectual Property Rights" means all rights in respect of
          intellectual property including, without limitation, all patent,
          industrial design, integrated circuit topography, know-how, trade
          secret, privacy and trade-mark rights and copyright, to the extent
          those rights may subsist anywhere in the universe.

     (m)  "Person" means any individual, partnership, limited partnership, joint
          venture, syndicate, sole proprietorship, company or corporation with
          or without share capital, unincorporated association, trust, trustee,
          executor, administrator or other legal personal representative,
          regulatory body or agency, government or governmental agency or entity
          however designated or constituted.

     (n)  "Works" means copyrightable works of authorship including, without
          limitation, any technical descriptions for products, user guides,
          illustrations, advertising materials, computer programs (including the
          contents of read only memories) and any contribution to such
          materials.

2.   Employment

The terms of your employment will be as follows:

     (a)  Position and Responsibilities: You will serve in the offices of
          President and Chief Executive Officer of the Group's parent company,
          Bingo.com, reporting to the Board of Bingo.com. You will perform or
          fulfil such duties and responsibilities as the Board of Bingo.com may
          reasonably prescribe from time to time or as are incidental to the
          position of President and Chief Executive Officer of a parent company,
          subject to the laws of Florida and the memorandum, articles and
          by-laws of Bingo.com. You will provide the Board of Bingo.com with
          such information regarding the affairs of the Group as the Board of
          Bingo.com may require, and at all times you will conform to the
          reasonable instructions and directions of the Board of Bingo.com.

                                       -2-
<PAGE>

          You will also serve in the offices of President and Chief Executive
          Officer of Bingo.com Canada reporting to the Board of Bingo.com
          Canada. You will perform or fulfil such duties and responsibilities as
          the Board of Bingo.com Canada may reasonably prescribe from time to
          time or as are incidental to the position of President and Chief
          Executive Officer, subject to the Company Act (British Columbia) and
          the memorandum and articles of Bingo.com Canada. At all times you will
          conform to the reasonable instructions and directions of the Board of
          Bingo.com Canada.

     (b)  Director: You will serve as a director of both Bingo.com Canada and
          Bingo.com if so elected or appointed and subject to the memorandum,
          articles and by-laws of Bingo.com Canada and Bingo.com and the laws of
          British Columbia and Florida.

     (c)  Scope of Duties: During your employment, you will devote the whole of
          your time, attention and abilities during normal business hours to the
          duties hereby granted and accepted and you will give the Group the
          full benefit of your knowledge, expertise, technical skill and
          ingenuity.

     (d)  Salary: Subject to subsection 2(g) and the following, during the first
          year of your employment, you will receive a salary in the amount of
          US$175,000; during your second year of your employment, you will
          receive a salary in the amount of US$200,000; and during the third
          year of your employment, you will receive a salary in the amount of
          US$225,000 (in each case, the "Salary"). Thereafter, your Salary will
          be reviewed annually on or before the anniversary of the Commencement
          Date and may be adjusted by the Group (although in no case will it be
          less than US$225,000). Notwithstanding the foregoing, until such time
          as the Group is in a positive cash flow position, you will receive a
          salary in the amount of Cdn$10,000 per month (the "Temporary Salary").
          For so long as is necessary to repay the Loan, each month the
          difference between your Salary and your Temporary Salary will be
          applied by the Group to repayment of the Loan under subsection 2(g).
          Thereafter, each month the Group will use any and all positive cash
          flow to top up your Temporary Salary until it reaches the level of
          your Salary. Immediately upon the first month that the Group is able
          to pay your full Salary under this provision, the provision regarding
          your Temporary Salary will cease to be in effect and from that date
          forward the Group will pay you your full Salary, provided that the
          positive cash flow comes from regular operations and not an unusual
          event as generally understood under Canadian GAAP. All salary will be
          payable in accordance with the Group's standard salary payment
          schedule.

     (e)  Stock Options: As of the date of this Agreement, you have outstanding
          stock options to purchase 1,100,000 common shares in the capital of
          Bingo.com (the "Options"). The Options will remain in force and effect
          and are summarized as follows:

          (i)  Options to purchase 600,000 of the common shares are subject to
               the terms and conditions of Bingo.com's 1999 Non-Qualified Stock
               Option Plan. The exercise price of those Options was re-priced on
               June 29, 2000 to $0.75 per common share. The Options may not be
               exercised until the 1999 Non-Qualified Stock Option Plan has been
               approved by the shareholders of Bingo.com; and

          (ii) Options to purchase the remaining 500,000 of the common shares
               are subject to the terms and conditions of Bingo.com's 1999
               Non-Qualified Stock Option Plan. The exercise price of those
               Options is $0.44 per common share. The Options

                                       -3-
<PAGE>

               may not be exercised until the 1999 Non-Qualified Stock Option
               Plan has been approved by the shareholders of Bingo.com.

          In consideration of you entering into this Agreement, BVI/RRV hereby
          covenants and agrees that it will vote its shares of Bingo.com to
          approve the 1999 Non-Qualified Stock Option Plan and the 2000 Stock
          Option Plan. The Options will vest immediately upon the later of the
          following: (i) the date that Bingo.com receives the necessary
          shareholder approval under paragraph (i) or (ii) above, as applicable;
          and (ii) the first anniversary of the Commencement Date. In addition,
          in the event your Options have not fully vested pursuant to this
          subsection and your employment is terminated pursuant to subsection
          5(c) or 5(d), any unvested Options will immediately vest upon the date
          that written notice of termination is given. Notwithstanding anything
          contained in the 1999 Non-Qualified Stock Option Plan, the 2000 Stock
          Option Plan or any stock option agreement, in the event your
          employment with the Group is terminated for any reason whatsoever, you
          will have one year following your last day of employment to exercise
          any vested Options. All other terms of the Options remain the same.

          The parties hereby acknowledge that under a Second Amended and
          Restated Option Agreement dated December 13, 2000 (the "Option
          Agreement"), the Options to purchase 600,000 common shares referenced
          in paragraph (e)(i) above are subject to an anti-dilution provision,
          which will be triggered by an event. The parties hereby agree that
          notwithstanding any future share issuances by Bingo.com, the issuance
          of shares in connection with the BVI/RRV Transaction is the event that
          will trigger the anti-dilution provision. The parties also agree that
          notwithstanding anything contained in the Option Agreement, the
          anti-dilution provision will not terminate upon the closing of the
          BVI/RRV Transaction or the issuance of shares in connection with the
          BVI/RRV Transaction and the Board of Bingo.com will approve an
          amendment to the Option Agreement to so provide.

     (f)  Common Shares: In consideration of you entering into this Agreement,
          on the Commencement Date (being the closing date of the BVI/RRV
          Transaction), Bingo.com will issue 750,000 common shares in the
          capital of Bingo.com (the "Shares") to you. Subject to any securities
          laws, regulations, rulings, policies, notices or orders of any
          securities regulatory authority having application, the Shares will be
          validly issued and outstanding fully paid and non-assessable common
          shares of the Company registered in the name of and beneficially owned
          by you, free and clear of all voting restrictions, resale
          restrictions, trade restrictions, liens, charges or encumbrances of
          any kind whatsoever. The Shares will be held in escrow for a period of
          one year following the Commencement Date. The Shares will be released
          to you upon the earlier of: (i) the last day of the escrow period; and
          (ii) the date that your employment is terminated pursuant to
          subsection 5(b), 5(c) or 5(d) of this Agreement. If, prior to the end
          of the escrow period, your employment is terminated pursuant to
          subsection 5(a) of this Agreement, then you will surrender and gift
          back the Shares to Bingo.com. You agree that when requested by
          Bingo.com, you will execute and deliver any documents and perform any
          acts reasonably required in order to carry out the intent of this
          subsection.

     (g)  Loan: You acknowledge and agree that the Group made a salary advance
          to you, without interest (the "Loan"). You agree to repay the Loan in
          accordance with the payment schedule set out under subsection 2(d) of
          this Agreement. If this Agreement is terminated for any reason
          whatsoever prior to repayment of the Loan, then the Group agrees that:

                                       -4-

<PAGE>

          (i)  it will not deduct the Loan or any interest thereon, if any, from
               any salary or other amount due and owing to you under this
               Agreement including, without limitation, the Severance Amount;
               and

          (ii) it will forgive the balance of the Loan and any interest thereon,
               if any.

     (h)  Vacation Entitlement: You will receive paid vacation equal to four
          weeks per annum, pro-rated for any partial year of employment. Your
          vacation must be taken in accordance with the Group's vacation policy
          in effect from time to time.

     (i)  Medical Insurance and Other Benefits: You will have the same rights as
          all other executive employees to participate in any medical insurance,
          health insurance, life and accident insurance programs as are now or
          may hereafter be established by the Group for the benefit of its
          executive employees.

          You will have the benefits provided, from time to time, in accordance
          with the practise of the Group.

     (j)  Travel Expenses: The Group will reimburse you for all reasonable
          travelling and other out-of-pocket expenses actually and properly
          incurred by you in connection with your duties under this Agreement,
          provided that you first furnish statements and vouchers for all such
          expenses to the Group in a timely fashion.

     (k)  Location: You will work out of Bingo.com Canada's office in Vancouver,
          British Columbia.

     (l)  Indemnification and Liability Insurance: The Group agrees, subject to
          obtaining any necessary court approval, to indemnify you, your heirs
          and personal representatives, against all costs, charges and expenses,
          including an amount paid to settle an action or satisfy a judgment,
          actually and reasonably incurred by you, including an amount paid to
          settle an action or satisfy a judgment in a civil, criminal or
          administrative action or proceeding to which you are made a party
          because of being or having been a director or officer of Bingo.com
          Canada or Bingo.com, including an action brought by Bingo.com Canada
          or Bingo.com, if:

          (i)  you acted honestly and in good faith with a view to the best
               interests of the Bingo.com Canada or Bingo.com, as applicable;
               and

          (ii) in the case of a criminal or administrative action or proceeding,
               you had reasonably grounds for believing your conduct was lawful.

3.   Assignment of Interest in Inventions

As consideration for your employment, you covenant and agree as follows:

     (a)  Disclosure: You will make prompt and full disclosure to the Group of
          any discovery, invention, development, production, process or
          improvement relating to the Business of the Group, conceived, made,
          improved upon or participated in by you, solely or jointly, in the
          course of or relating to your employment with Bingo.com Canada or
          Bingo.com (the "Inventions").

                                       -5-

<PAGE>

     (b)  Assignment: You agree that the Group will hold all Intellectual
          Property Rights in respect of the Inventions for the exclusive benefit
          of the Group and you agree not to claim or apply for registration or
          challenge the Group's registration of any such Intellectual Property
          Rights. Your acceptance of the terms of this Agreement constitutes
          your absolute, unconditional and irrevocable assignment, transfer and
          conveyance of all past, present and future right, title, benefit and
          interest in and to all Intellectual Property Rights in respect of the
          Inventions. You hereby waive in favour of the Group all claims of any
          nature whatsoever that you now or hereafter may have for infringement
          of any Intellectual Property Rights for the Inventions so assigned to
          the Group. To the extent that copyright may subsist in the Inventions,
          you hereby waive all past, present and future moral rights you may
          have.

     (c)  Intellectual Property Protection: By your acceptance you irrevocably
          agree the Inventions and all related Intellectual Property Rights will
          be the absolute and exclusive property of the Group. The Group may
          apply for patent, copyright or other intellectual property protection
          in their names or, where such procedure is proper, in your name,
          anywhere in the world. You will, at the Group's request, execute all
          documents and do all such acts and things considered necessary by the
          Group to obtain, confirm or enforce any Intellectual Property Rights
          in respect of the Inventions. If the Group requires but is unable to
          secure your signature for any such purpose in a timely manner, you
          hereby irrevocably nominate, constitute and appoint Bingo.com and any
          duly authorized officer or agent of Bingo.com (the "Attorney") as your
          true and lawful attorney, to act for you and in your behalf and stead
          to execute and deliver any such documents and instruments and to do
          all other lawfully permitted acts, matters and things to carry out the
          intent of this provision, with the same legal force and effect as if
          executed or done by you, and for the aforesaid purpose you hereby
          grant and give to such Attorney full and absolute power and authority
          to do any and all acts, matters and things in respect of the aforesaid
          purpose.

     (d)  Copyrights in Works: Any Works created by you in the course of your
          duties as an employee with Bingo.com Canada or Bingo.com are subject
          to Section 13(3) of the Copyright Act (Canada) and to the "work for
          hire" provisions of sections 101 and 201 of the United States
          Copyright Law, Title 17 of the United States Code. All right, title
          and interest to copyrights in all Works that have been or will be
          prepared by you within the scope of your employment will be the
          property of the Group. You acknowledge and agree that, to the extent
          the provisions of the Copyright Act (Canada) or the copyright laws of
          the United States do not vest in the Group the copyrights to any
          Works, you hereby irrevocably assign to the Group all right, title and
          interest to copyrights which you may have in any Works. You will
          disclose to the Group all Works, will execute and deliver all
          applications, registrations and documents relating to the copyrights
          in the Works and will provide assistance to secure the Group's title
          to the copyrights in the Works. The Group will be responsible for all
          expenses incurred in connection with the registration of all
          copyrights. You hereby waive any moral rights which you may have under
          the Copyright Act (Canada) or similar legislation anywhere in the
          world or otherwise with respect to the Works.

4.   Obligations of Employment

You further covenant and agree as follows:

                                       -6-

<PAGE>

     (a)  Performance and Duty: Throughout your employment you will well and
          faithfully serve the Group and use all reasonable endeavours to
          promote the interests of the Group. You will act honestly, in good
          faith and in the best interests of the Group. You will adhere to all
          applicable policies of the Group.

     (b)  Business of the Group: You will not, during your employment with
          Bingo.com Canada and Bingo.com, engage in any business, enterprise or
          activity that is contrary to or detracts from the due performance of
          the Business of the Group.

     (c)  Confidentiality: You will retain all Confidential Information
          developed, utilised or received by each member of the Group in the
          strictest confidence and will not disclose or permit the disclosure of
          Confidential Information in any manner other than in the course of
          your employment with and for the benefit of the Group or as required
          by law or a regulatory authority having jurisdiction. You will not use
          Confidential Information for your own personal benefit or permit it to
          be used for the benefit of any Person other than a member of the
          Group, either during your employment with Bingo.com Canada and
          Bingo.com or thereafter. You will take all reasonable precautions to
          prevent any Person from having unauthorized access to Confidential
          Information or use of it. In particular, you will not copy, modify or
          part with any Confidential Information, in whole or in part, unless it
          is required to carry out your duties under this Agreement. All copies
          of Confidential Information, and all documents and electronic or other
          records which now or hereafter may contain Confidential Information,
          are and will remain the exclusive and absolute property of the Group.

     (d)  Exceptions: Any obligations specified in subsection 4(c) will not
          apply to the following:

          (i)   any information that is presently in the public domain;

          (ii)  any information that subsequently becomes part of the public
                domain through no fault of yours;

          (iii) any information obtained by you from a third party with a valid
                right to disclose it, provided that said third party is not
                under a confidentiality obligation to the Group; or

          (iv)  any information that was independently developed by you or was
                otherwise in your lawful possession prior to receipt from a
                member of the Group, other than through prior disclosure by a
                member of the Group, as evidenced by your business records.

     (e)  Restrictions: You agree to comply with all of the restrictions set
          forth below at all times during your employment and for a period of
          one year after the termination of your employment and this Agreement:

          (i)  you will not, either individually or in conjunction with any
               Person, as principal, agent, director, officer, employee,
               investor or in any other manner whatsoever, directly or
               indirectly, engage in or become financially interested in an
               internet-based Competitive Business. The foregoing will not
               prevent you from holding any class of publicly held shares of a
               company, partnership or other organization provided that you,
               alone or in conjunction with any other Person, will not directly
               or indirectly hold more than 5% percent of the shares of any such
               class;

                                       -7-

<PAGE>

         (ii)  you will not, either directly or indirectly, on your own behalf
               or on behalf of others, solicit, divert or appropriate or attempt
               to solicit, divert or appropriate to any Competitive Business,
               any Business or actively sought prospective Business of the Group
               or any customers with whom any member of the Group has current
               agreements relating to the Business of the Group, or with whom
               you have dealt, or with whom you have supervised negotiations or
               business relations, or about whom you have acquired Confidential
               Information in the course of your employment;

         (iii) you will not, either directly or indirectly, on your own behalf
               or on behalf of others, solicit, divert or hire away, or attempt
               to solicit, divert, or hire away, any independent contractor or
               any person employed by the any member of the Group or persuade
               or attempt to persuade any such individual to terminate his or
               her contract or employment with any member of the Group; and

         (iv)  you will not directly or indirectly impair or seek to impair the
               reputation of any member of the Group, nor any relationships that
               any member of the Group has with its employees, independent
               contractors, customers, suppliers, agents or other parties with
               which any member of the Group does business or has contractual
               relations.

     (f)  No Personal Benefit: You will not receive or accept for your own
          benefit, either directly or indirectly, any commission, rebate,
          discount, gratuity or profit from any Person having or proposing to
          have one or more business transactions with any member of the Group,
          without the prior approval of the Board of such member of the Group.

     (g)  Customer Contacts: During your employment you will communicate and
          channel to the Group all knowledge, business and customer contacts and
          any other information that could concern or be in any way beneficial
          to the Business of the Group. Any such information communicated as
          aforesaid will be and remain the property of the Group notwithstanding
          the subsequent termination of your employment.

     (h)  Return of Property: Upon termination of your employment, you will
          promptly return to the Group all Group property including all written
          information, tapes, discs or memory devices and copies thereof, and
          any other material on any medium in your possession or control
          pertaining to the Business of the Group, without retaining any copies
          or records of any Confidential Information whatsoever. You will also
          return any keys, pass cards, identification cards or other property
          belonging to a member of the Group.

5.   Termination

     (a)  Resignation: If for any reason you should wish to leave the Group, you
          will provide the Boards of Bingo.com Canada and Bingo.com with two
          months' prior written notice of your intention.

     (b)  With Cause: The Group may terminate your employment at any time for
          Cause, immediately after delivery to you by the Board of Bingo.com of
          a notice of termination of your employment for Cause, in which case
          you will not be entitled to receive any further amounts (except for
          amounts, if any, accrued under this Agreement up to the date of
          termination of your employment and unpaid at the date of such
          termination), severance

                                       -8-

<PAGE>

          pay, notice, payment in lieu of notice or damages of any kind and you
          will have thereupon released all claims and entitlements thereto,
          without limitation.

     (c)  Without Cause: The Group may terminate your employment without Cause
          at any time, by having the Board of Bingo.com provide you with 30
          days' prior written notice. In the event your employment is terminated
          pursuant to this subsection 5(c), the Group will pay to you
          immediately upon such termination a lump sum amount equal to 12
          months' Salary, based on your Salary in effect immediately prior to
          such termination (the "Severance Amount").

     (d)  Constructive Dismissal: If there is a change (other than a change that
          is clearly consistent with a promotion) in your position, duties,
          title or level of responsibility within the Group without your consent
          or a reduction in your compensation, benefits or any other form of
          remuneration under this Agreement without your consent, you may
          terminate your employment immediately by providing written notice to
          the Boards of Bingo.com Canada and Bingo.com, within a reasonable
          amount of time of the change, specifying that you believe you have
          been constructively dismissed. If you terminate your employment
          pursuant to this subsection, then you will be entitled to the
          Severance Amount.

     (e)  Limitation: You understand that if your employment is terminated
          pursuant to subsection 5(c) or 5(d), then you will be limited to the
          Severance Amount and that upon providing you with the Severance Amount
          the Group will have satisfied all of its contractual, common law and
          statutory obligations. You will not be entitled to receive any further
          severance pay, notice, payment in lieu of notice or damages of any
          kind and you will not be entitled to receive any further amounts
          (except for amounts, if any, accrued under this Agreement up to the
          date of termination of your employment and unpaid at the date of such
          termination) and you will have thereupon released all claims and
          entitlements thereto including, without limitation, any claims and
          entitlements under the Employment Standards Act (British Columbia).
          The Severance Amount will be subject to all source deductions and
          other deductions required to be deducted and remitted under applicable
          provincial or federal laws of Canada or Group policy.

6.   Agreement Voluntary and Equitable

The parties agree that you each have carefully considered and understand the
terms of employment contained in this Agreement, that the terms are mutually
fair and equitable, and that you each have executed this Agreement voluntarily
and of your own free will.

7.   Irreparable Harm

You acknowledge and agree that any breach of section 3, subsection 4(c) or
subsection 4(e) of this Agreement by you will cause irreparable harm to the
Group and in addition to all of the remedies available to the Group by law, the
Group will be entitled to equitable relief including without limitation,
injunctive relief to ensure your compliance with section 3 and subsections 4(c)
and 4(e) of this Agreement.

8.   Assignment and Enurement

You may not assign this Agreement, any part of this Agreement or any of your
rights under this Agreement without the prior written consent of Bingo.com
Canada and Bingo.com. This Agreement


                                      -9-
<PAGE>

enures to the benefit of and is binding upon the parties and their respective
heirs, executors, administrators, successors and permitted assigns.

9.   Severability

If any provision or portion of this Agreement is determined to be invalid or
unenforceable for any reason, then that provision or portion will be severed
from this Agreement. The rest of this Agreement will remain in full force and
effect.

10.  Entire Agreement

This Agreement contains the whole agreement between the parties with respect to
your employment with Bingo.com Canada and Bingo.com, and there are no
representations, warranties, collateral terms or conditions, express or implied,
other than as set forth in this Agreement. This Agreement supersedes any written
or oral agreement or understanding between the parties. No change or
modification of this Agreement will be valid unless it is in writing and
initialled by all parties.

11.  Notice

Any notice required or permitted to be given hereunder must be in writing and
will be sufficiently given or made if delivered or sent by registered mail to
the address of the parties set out on page 1 hereof. Any notice so given will be
deemed to have been given and to have been received on the day of delivery if it
is a business day and otherwise on the next succeeding business day or, if
mailed, on the third business day following the mailing thereof (excluding each
day during which there exists any interruption of postal services due to strike,
lockout or other cause). Addresses for notice may be changed by giving notice in
accordance with this section.

12.  Non-waiver

No failure or delay by you or by Bingo.com Canada or Bingo.com in exercising any
power or right under this Agreement will operate as a waiver of such power or
right. Any consent or waiver by you or by Bingo.com Canada or Bingo.com to any
breach or default under this Agreement will be effective only in the specific
instance and for the specific purpose for which it was given.

13.  Survival of Terms

The provisions of sections 1, 3, 5 and 7 and of subsections 4(c), 4(e), 4(g) and
4(h) of this Agreement will survive the termination of your employment and this
Agreement.

14.  Further Assistance

The parties will execute and deliver any documents and perform any acts
necessary to carry out the intent of this Agreement.

15.  Time

Time is of the essence of this Agreement.

16.  Governing Laws

This Agreement will be construed in accordance with and governed by the laws of
British Columbia and the laws of Canada applicable in British Columbia.

                                      -10-
<PAGE>

17.  Counterparts

This Agreement may be executed in two or more counterparts, each of which will
be deemed to be an original and all of which will constitute one Agreement.

BINGO.COM (CANADA) ENTERPRISES INC.         BINGO.COM, INC.

By: /s/ Shane Murphy                        By: /s/ David Chalk
   ---------------------------------           --------------------------------
   Name:  Shane Murphy, President

                                            Name: David Chalk, Director
                                                 ------------------------------
                                            By: /s/ Stephen C. Camps
                                                -------------------------------

                                            Name: Stephen C. Camps, Director
                                                 -----------------------------



BINGO, INC.                                 REDRUTH VENTURES INC.

By:/s/ Donald Curtis                        By: /s/ Mitch White
   ---------------------------------           --------------------------------

Name/Title:Donald Curtie, Director          Name/Title: Mitch White, Officer
           -------------------------                   ------------------------

I acknowledge and accept the terms and conditions of my employment with
Bingo.com Canada and Bingo.com as set out above.

DATED this 16th day of April 2001.

                                            /s/ Shane Murphy

                                            -------------------------------
                                            SHANE MURPHY

                                      -11-


</TEXT>
</DOCUMENT>
