BINGO COM INC
2001 STOCK OPTION AGREEMENT
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<TYPE>EX-10.23
<SEQUENCE>3
<FILENAME>o06828ex10-23.txt
<DESCRIPTION>2001 STOCK OPTION AGREEMENT
<TEXT>
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                                                                   EXHIBIT 10.23


                                 BINGO.COM, INC.

                           2001 STOCK OPTION AGREEMENT


THIS AGREEMENT is entered into as of __________________________ (the "Grant
Date"), between Bingo.com, Inc., a Florida corporation (the "Corporation"), and
__________________________ (the "Optionee").


                                 R E C I T A L S

WHEREAS:

          A. The Board of Directors of the Corporation (the "Board") has
     established the Bingo.com, Inc. 2001 Stock Option Plan (the "Plan") in
     order to provide key employees, directors, advisors and consultants of the
     Corporation with a favorable opportunity to acquire shares of the
     Corporation's common stock ("Stock").

          B. The Board regards the Optionee as a key employee, director, advisor
     or consultant and has determined that it would be in the best interests of
     the Corporation and its shareholders to grant the option described in this
     Agreement to the Optionee as an inducement to remain in the service of the
     Corporation, and as an incentive for promoting Optionee's efforts during
     such service.

NOW, THEREFORE, it is agreed as follows:

1. DEFINITIONS AND INCORPORATION. Unless otherwise defined herein or the context
otherwise requires, the capitalized terms used in this Agreement shall have the
meanings given to such terms in the Plan. The terms, conditions and limitations
set forth in the Plan are hereby incorporated in and made a part of this
Agreement as if fully set forth herein. The Optionee hereby acknowledges that he
or she has received a copy of the Plan.

2. GRANT OF OPTION. Pursuant to the Plan, the Corporation hereby grants to the
Optionee as of the date hereof, the option to purchase all or any part of an
aggregate of shares of Stock (the "Option"), subject to adjustment in accordance
with Section 10 of the Plan. The Option granted to the Optionee is granted and
designated as an Incentive Stock Option under the Code.

3. OPTION PRICE. The option shall have an exercise price of US$ ______________
per share.

4. RIGHT TO EXERCISE. Subject to the conditions set forth in this Agreement and
in the Plan, the Option shall be exercisable at a minimum rate of twenty percent
(20%) per year over a period of five (5) years from the Grant Date; provided
that the Optionee has been in the continuous employment or service of the
Corporation from the Grant Date until the date on which such shares become
exercisable. Notwithstanding anything else





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contained in this Agreement and in the Plan, the Option shall be exercisable in
accordance with the following vesting schedule:

For purposes hereof, the Optionee's employment or service relationship shall be
treated as continuing uninterrupted (i) while the Optionee is on military leave,
sick leave or other bona fide leave of absence approved by the Administrator in
its sole discretion, or (ii) if the Optionee's employment or service is
transferred among the Corporation and its parents or subsidiaries.

5. SECURITIES LAW REQUIREMENTS. No part of the Option shall be exercised if
counsel to the Corporation determines that any applicable registration
requirement under the Securities Act of 1933 (the "Act") or any other applicable
requirement of Federal or state law has not been met.

6. TERM OF OPTION. The Option shall terminate in any event on the earliest to
occur of (a) five (5) years from the date of this Agreement, (b) the expiration
of the period described in Section 7 below, (c) the expiration of the period
described in Section 8 below, (d) the expiration of the period described in
Section 9 below, or (e) any other date provided in the Plan or elsewhere in this
Agreement.

7. EXERCISE FOLLOWING CESSATION OF EMPLOYMENT OR SERVICE. If the Optionee's
employment or service with the Corporation ceases for any reason or no reason,
whether voluntarily or involuntarily, with or without cause, other than by
death, Disability or Retirement, the Option (to the extent it has not previously
been exercised and is exercisable at the time of such cessation) may be
exercised within ninety (90) days after the date of such cessation.

8. EXERCISE FOLLOWING DEATH OR DISABILITY. If the Optionee's employment or
service with the Corporation ceases by reason of the Optionee's death or
Disability, or if the Optionee dies after cessation of employment or service but
while the Option would have been exercisable hereunder, the Option (to the
extent it has not previously been exercised and is exercisable at the time of
such cessation) may be exercised within twelve (12) months after the date of the
Optionee's death or cessation by reason of Disability. In case of death, the
exercise may be made by Optionee's executor or administrator of his or her
estate or by any person or persons who have acquired the Option directly from
the Optionee by bequest or inheritance; provided that such executor,
administrator or person consents in writing to abide by and be subject to the
terms of the Plan and this Agreement and such writing is delivered to the
Corporation.

9. EXERCISE FOLLOWING RETIREMENT. If the Optionee's employment or service with
the Corporation ceases by reason of Retirement, the Option (to the extent it has
not previously been exercised and is exercisable at the time of such cessation)
may be exercised within ninety (90) days after the date of the Optionee's
Retirement.

10. TIME OF CESSATION OF SERVICE. For the purposes of this Agreement, the
Optionee's employment or service shall be deemed to have ceased on the earlier
of (a) the


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date when the Optionee's employment or service in fact ceased or (b) except in
the case of Retirement, the date when the Optionee gave or received written
notice that his or her employment or service was to cease.

11. TRANSFERABILITY. The Option shall be exercisable during the Optionee's
lifetime only by the Optionee or by the Optionee's guardian or legal
representative and shall be nontransferable, except that the Optionee may
transfer all or any part of the Option by will or by the laws of descent and
distribution. Except as otherwise provided herein, any attempted alienation,
assignment, pledge, hypothecation, attachment, execution or similar process,
whether voluntary or involuntary, with respect to all or any part of the Option
or any right thereunder, shall be null and void and, at the Corporation's
option, shall cause all of the Optionee's rights under this Agreement to
terminate.

12. EFFECT OF EXERCISE. Upon exercise of all or any part of the Option, the
number of shares of Stock subject to the Option under this Agreement shall be
reduced by the number of shares with respect to which such exercise is made.

13. EXERCISE OF OPTION. The Option may be exercised by delivering to the
Corporation (a) a written notice of exercise in substantially the form
prescribed from time to time by the Administrator, and (b) full payment of the
Exercise Price for each share of Stock purchased under the Option. Such notice
shall specify the number of shares of Stock with respect to which the Option is
exercised and shall be signed by the person exercising the Option. If the Option
is exercised by a person other than the Optionee, such notice shall be
accompanied by proof, satisfactory to the Corporation, of such person's right to
exercise the Option. The Exercise Price shall be payable (i) in U.S. dollars in
cash (by check) or (ii) by delivery of shares of Stock registered in the name of
the Optionee having a Fair Market Value at the time of exercise equal to the
amount of the Exercise Price.

14. WITHHOLDING TAXES. The Company may require the Optionee to deliver payment,
upon exercise of the Option, of all withholding taxes (in addition to the
Exercise Price) with respect to the difference between the Exercise Price and
the Fair Market Value of the Stock acquired upon exercise, which payment shall
be made (a) in cash, (b) upon written approval from the Administrator, by
delivery of shares of Stock registered in the name of the Optionee and held for
a period of six (6) months or more by the Optionee, or (c) any combination of(a)
and (b) above.

15. ISSUANCE OF SHARES. Subject to the foregoing conditions, the Corporation, as
soon as reasonably practicable after receipt of a proper notice of exercise and
payment of the Exercise Price, shall deliver to the person exercising the
Option, at the principal office of the Corporation or such other location as may
be acceptable to the Corporation and such person, one or more certificates for
the shares of Stock with respect to which the Option is exercised. Such shares
shall be fully paid and nonassessable and shall be issued in the name of such
person.

16. RIGHTS AS SHAREHOLDER. Neither the Optionee nor any other person entitled to
exercise the Option shall have any rights as a shareholder of the Corporation
with respect


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to the Stock subject to the Option until a certificate for such shares has been
issued to him or her following the exercise of the Option.

17. NO RIGHTS AS TO SERVICE. Nothing in this Agreement or the Plan shall be
construed to give any person the right to remain in the employ or service of the
Corporation or any parent or subsidiary of the Corporation or to affect the
absolute and unqualified right of the Corporation and any parent or subsidiary
of the Corporation to terminate such person's employment or service relationship
at any time for any reason or no reason and with or without cause or prior
notice.

18. INVESTMENT REPRESENTATIONS. In connection with his or her acceptance of the
Option, the Optionee represents and warrants to the Corporation that he or she:

(a) is acquiring the Option, and, if applicable, will acquire the shares of
Stock subject to the Option (the "Option Shares"), for investment solely for his
or her own account and not with a view to, or for resale in connection with, any
distribution thereof within the meaning of the Act, and that he or she has no
present intention of selling, offering to sell or otherwise disposing of or
distributing the Option Shares or any portion thereof in any transaction other
than a transaction exempt from registration under the Act, and that the entire
legal and beneficial interest of the Option Shares that Optionee may acquire
pursuant to this Agreement is being acquired for, and will be held for the
account of, the Optionee only and neither in whole nor in part for any other
person;

(b) has not seen or received any advertisement or general solicitation with
respect to the sale of the Option;

(c) (i) has a preexisting personal or business relationship with the Corporation
or its officers and directors such that he or she is aware of the Corporation's
plans, operations and financial condition or (ii) has business or financial
experience such that he or she has the capacity to protect his or her own
interest in acquiring the Option and, if applicable, the Option Shares;

(d) realizes that his or her acquisition of the Option Shares would be a highly
speculative investment and that he or she is able, without impairing his or her
financial condition, to hold the Option Shares for an indefinite period of time
and to suffer a complete loss on his or her investment;

(e) understands that the Option has not been, and any Option Shares acquired by
the Optionee would not be, registered under the Act by reason of a specific
exemption under Section 4(2) of the Act, which exemption depends upon, among
other things, the bona fide nature of his or her investment intent as expressed
herein, and any Option Shares acquired by the Optionee must be held indefinitely
unless subsequently registered under the Act or an exemption from such
registration is available; and

(f) understands that any Option Shares acquired by the Optionee would constitute
restricted securities within the meaning of Rule 144 promulgated under the Act;
that the exemption from registration under Rule 144 will not be available in any
event for at least one (1) year from the date of purchase of and payment for the
Option Shares, and even


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then will not be available unless (i) a public trading market then exists for
the Shares, (ii) adequate information concerning the Corporation is then
available to the public, and (iii) other terms and conditions of Rule 144 are
complied with; and that any sale of the Option Shares may be made by him or her
only in limited amounts in accordance with such terms and conditions.

19. SHAREHOLDER APPROVAL. If the Option Shares covered by this Agreement
together with shares of Stock subject to all outstanding options under the Plan
exceed, as of the Grant Date, the number of shares of Stock which may be issued
under the Plan as last approved by the Shareholders, then this Option shall be
void with respect to such excess shares, unless Shareholder approval of an
amendment sufficiently increasing the number of shares of Stock issuable under
the Plan is obtained in accordance with the provisions of the Plan.

20. NOTICES. Any notice to the Corporation contemplated by this Agreement shall
be addressed to it in care of its President, 1166 Alberni Street, Suite 1405,
Vancouver, British Columbia, Canada V6E 3Z3, or such other address as the
Corporation may specify in a notice to the Optionee; and any notice to the
Optionee shall be addressed to him or her at the address on file with the
Corporation on the date hereof or at such other address as he or she may
hereafter designate in writing. Notice shall be deemed to have been given upon
receipt or, if sooner, five (5) days after such notice has been deposited,
postage prepaid, certified or registered mail, return receipt requested, in the
United States mail addressed to the address specified in the immediately
preceding sentence.

21. INTERPRETATION. The interpretation, construction, performance and
enforcement of this Agreement and of the Plan shall lie within the sole
discretion of the Administrator, and the Administrator's determinations shall be
conclusive and binding on all interested persons.

22. CHOICE OF LAW. This Agreement shall be governed by and construed in
accordance with the internal substantive laws (not the law of choice of laws) of
the State of California.

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of
the day and year first above written.



BINGO.COM, INC.                           OPTIONEE

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

Its:
    ----------------------------------    --------------------------------------

                                          --------------------------------------
                                          (Address)


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