EXHIBIT 10.24

AMENDED CONSULTING AGREEMENT DATED FEBRUARY 28, 2002, BETWEEN THE COMPANY, T.M. WILLIAMS (ROW), LTD., AND T.M. WILLIAMS

TM Williams (ROW) Inc.
TV1 02P
Anguilla
British West Indies

Attention: Mr. Donald Curtis

And

Mr. T. M. Williams
#203 Shakespeare Tower
London, England
EC2Y 8DR

      RE: Amendment to the Consultancy Agreement dated August 17, 2001

Dear Sirs:

Further to our discussion, we have agreed to amend the Consultancy Agreement between us dated August 17, 2001 as follows:

We have agreed, effective with the month commencing March 1, 2002, to substitute Clause 6 — Compensation stated herein:

“6. COMPENSATION

	In consideration of the Consultancy and the Release, the Consultant shall be entitled to receive from the Company:

6.1

for each calendar month or part thereof during the duration of the agreement the sum of twenty thousand dollars in lawful money of the United States of America (US$20,000),

payable monthly in arrears in accordance with the provisions set out below or as may be agreed in writing from time to time by the parties hereto.”

With the following Clause 6:

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“6. COMPENSATION

	In consideration of the Consultancy and the Release, the Consultant shall be entitled to receive from the Company:

6.1

for each calendar month or part thereof during the duration of the agreement 10% of the Operating Profit of said month payable on the 15th day of the following month to a maximum of US$25,000 per month. Operating Profit is defined as the total Revenue received from the business of the Company less all operating expenses for that month, but not including those expenses, whether capitalized or not, paid for additional development of the Companies software or website.”

Any and all compensation paid, or accrued, prior to March 1, 2002 is deemed fully earned and is to be retained or paid as the circumstance dictates. Please indicate your concurrence with the stated amendment by signing where indicated, below.

We thank you for agreeing to this modification to the Agreement and continue to look forward to a long and fruitful relationship.

Yours truly,

Jeremy Black
CFO, Bingo.com, Inc.

Signed by Donald R. Curtis, Director
for and on behalf of
TM Williams (ROW) Inc. in the presence of:—

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EXHIBIT 10.25

RESTRUCTURING OF THE EXISTING RELATIONSHIPS BETWEEN CYOP SYSTEMS INC.; CYOP SYSTEMS INTERNATIONAL INCORPORATED; BINGO.COM, INC.; AND BINGO.COM (CANADA) ENTERPRISES INC.

THIS AGREEMENT is made as of the 21st day of May, 2002.

BETWEEN:

CYOP SYSTEMS INC., a limited liability Company incorporated under the laws of Barbados and having its offices at Suite 29-1st Floor, Beckwith Mall, Lower Broad Street, Bridgetown, Barbados

(“CYOP BARBADOS”)

AND:

CYOP SYSTEMS INTERNATIONAL INCORPORATED, a limited liability Company incorporated under the laws of Nevada and having its offices at #406 1040 Hamilton Street, Vancouver, British Columbia, Canada

(“CYOP”)

AND:

BINGO.COM (CANADA) ENTERPRISES INC., a limited liability Company incorporated under the laws of Canada and having its offices at #1405 – 1166 Alberni Street, Vancouver, British Columbia, Canada

(“BINGO CANADA”)

AND:

BINGO.COM, INC., a limited liability Company incorporated under the laws of Florida and having its offices at #1405 – 1166 Alberni Street, Vancouver, British Columbia, Canada

(“BINGO”)

WHEREAS:

A. CYOP Barbados claims that the Software License, Technical Support, and Operation of Customer Service & Data Centre Agreement dated September 1st, 2001, with Bingo Canada continues in full force, without amendment, as of May 21, 2002; and

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B. Bingo Canada claims that CYOP Barbados agreed to amend the Software License, Technical Support, and Operation of Customer Service & Data Centre Agreement effective January 30th, 2002 and agreed to provide ad sales, ad serving and website hosting for the Bingo.com websites (“Unsigned Agreement”); and

C. CYOP claims to have performed considerable consulting services for Bingo in the support and additional development of the Bingo web site located at http:www.bigrbingo.com; and

D. CYOP claims to have performed considerable consulting services for Bingo in the support and additional development of the Bingo web site located at http:www.bingo.com; and

E. Bingo claims that the services performed by CYOP to the Bingo websites was part and parcel of the Unsigned Agreement.

THEREFORE:

In full and complete settlement of all disputes between Bingo, Bingo Canada, CYOP Barbados and CYOP, it is hereby agreed as follows:

1. Effective immediately Bingo assigns to CYOP all right, title, liabilities and interest in:

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i. the agreement between FYRC Inc. and Bingo dated September 18, 2001 concerning the Skill-Bingo Inventions, subject to written consent from FYRC Inc.;

ii. the Skill-Bingo game software;

iii. the Bingo.com-owned website located at http:www.bigrbingo.com;

iv. the trademark “BiG’r Bingo”; and

v. the BiGr bingo customer deposits

CYOP and CYOP Barbados will indemnify Bingo and Bingo Canada from all obligations and liabilities relating to or arising from the above agreement, software, trademark and customer deposits and the operation of the Skill-Bingo game and bigrbingo.com website.

2. CYOP and CYOP Barbados hereby acknowledge and certify that Bingo and Bingo Canada have no knowledge of nor any liability for the following obligations, and that CYOP and CYOP Barbados are solely responsible for and will promptly pay for the following obligations:

i. all monies owing by CYOP or CYOP Barbados to Steve Moriya (commissions, salary, & expenses) for sales prior to May 21, 2002; and

ii. all monies owing by CYOP or CYOP Barbados to Peer 1 for hosting Bingo’s servers (“Servers”), and upon payment thereof, CYOP will arrange for the immediate delivery of the Servers and all accessory equipment, in good operating condition, to Bingo.

3. CYOP and CYOP Barbados hereby grant to Bingo an irrevocable, worldwide, perpetual, license to use the current and any future version of the software program known as Skill-Bingo. Bingo may, at its option, participate in the Crediplay program or network as a preferred licensee and may offer an affiliate program substantially similar to the program which Bingo now offers through the bigrbingo.com website.

4. CYOP Barbados and CYOP will be entitled to keep any monies they may have received on or before May 21st, 2002 to a maximum of US$26,000 from advertisers who placed advertisements (“the Ads”) on the bingo.com website. If either CYOP Barbados or CYOP has received or may in the future receive any monies on this account over and above US$26,000, then CYOP will immediately forward those funds to Bingo. Bingo will continue to host and serve the Ads for those accounts as contracted.

5. CYOP will provide Bingo with the full free bingo and skill-bingo database and will refrain from copying, disclosing or using the free bingo database.

6. CYOP will provide Bingo with the full bingo email list and the full opt-in bingo email list and refrain from copying, disclosing or using same.

7. CYOP will provide Bingo with all necessary documentation to enable the successful transition

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of the management and hosting of the bingo.com website to Bingo and Bingo Canada, including but not limited to all pass codes and source and object code in its possession related to the bingo.com website and games.

8. Upon execution of this agreement and Bingo’s receipt of the database, email list, transition documentation, pass codes and source and object code referred to in Sections 5, 6 and 7, Bingo will pay CYOP US$20,000 plus a further US$6,250 upon delivery of the Servers and accessory equipment in good operating condition.

9. CYOP Barbados and CYOP hereby release Bingo and Bingo.com from all obligations, agreements and liabilities of any nature and kind, other than this Agreement. Bingo and Bingo Canada hereby release CYOP Barbados and CYOP from all obligations, agreements and liabilities of any nature and kind, other than this Agreement. Except for the obligations contained in this Agreement, no further obligations will exist between CYOP Barbados, CYOP, Bingo and Bingo Canada.

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10. The parties will account for all transactions between them prior to May 21, 2002 in a manner consistent with the presentation of accounts made by Bingo in its SEC filing of its 10Q dated May 15, 2002.

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EXHIBIT 10.26

THIS PURCHASE AND SALE AGREEMENT is made with effect as of May 21, 2002

BETWEEN:

REDRUTH VENTURES INC., a British Virgin Islands Corporation, 3076 Sir Francis Drake’s Highway P.O. Box 33463 Road Town, Tortola, BVI

(“Redruth”)

AND:

BINGO.COM, INC., a Florida Corporation, Suite 1405-1166 Alberni Street, Vancouver, British Columbia, V6E 3Z3

(The “Company”)

WHEREAS:

A. The Company is indebted to Redruth and Bingo Inc., an Anguillian corporation, pursuant to a Convertible Debenture (the “Debenture”) in the aggregate principal amount of US$1,250,000 dated as of April 16, 2001;

B. Pursuant to the Debenture, the Company issued to Redruth a Warrant (“Redruth Warrant”) dated April 16, 2001 to purchase up to 7,200,000 shares of common stock of the Company at a price of US$.25 per share;

C. Redruth has agreed to sell and transfer to the Company its interest in the Redruth Warrant in exchange for the provision by the Company to Redruth of 18 months of unused advertising inventory as detailed in the Company’s standard Insertion Order attached hereto as Schedule “A” (“Redruth IO”).

THEREFORE this Agreement witnesses the parties’ agreement as follows:

1. Redruth represents and warrants to the Company that:

(a)  the indebtedness (the “Indebtedness”) owing to Redruth under the Debenture as at May 21, 2002 is the principal sum of US$750,000 plus all accrued and unpaid interest;

(b)  it has not exercised any of its rights to acquire shares under the Redruth Warrant;

(c)  it has not done or permitted any act or thing whereby the Indebtedness, the Debenture or the Redruth Warrant has been assigned, released, discharged or encumbered, either wholly or in part.

2. Redruth hereby absolutely and irrevocably sells, assigns and transfers to the Company all of Redruth’s interest in the Redruth Warrant, free and clear of all liens and encumbrances. As consideration for the above assignment and transfer, the Company agrees to provide Redruth

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with 18 months of specified advertising inventory as set out in the Redruth IO (the “Specified Inventory”) and to serve the Specified Inventory as specified by Redruth or its affiliated companies. Redruth hereby accepts the Redruth IO and the Specified Inventory as full and final satisfaction of all of Redruth’s rights and privileges under the Redruth Warrant.

3. To give effect to Clause 2, Redruth will surrender the original Redruth Warrant to the Company, and Redruth hereby authorizes the Company to cancel the Redruth Warrant in its entirety and to release any common shares reserved for issuance by the Company under the Redruth Warrant.

4. Neither Redruth nor any of its affiliated companies will:

(a)  contact, solicit or engage in any communication with any existing clients or customers of the Company as defined in Schedule “B” attached hereto for the purpose of offering, selling or making any of the Specified Inventory available to such existing clients or customers of the Company;

(b)  possess or resell any opt-in email list belonging to the Company; and

(c)  disclose or release the terms of this Agreement without the prior written consent of the Company.

5. Redruth acknowledges that except as expressly provided herein, the Company provides the Specified Inventory under the standard terms and conditions as detailed in the Redruth IO and in the event of default by Redruth of Clause 4 herein the Company may discontinue provision of the Specified Inventory and Redruth accepts this condition without any recourse and without any warranty of any kind, either express or implied, as to any other payment by or on behalf of the Company.

6. Redruth hereby releases the Company and its affiliated and associated corporations from all obligations, agreements and liabilities of any nature and kind, other than as set out in this Agreement.

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7. This Agreement may be executed in one or more counterparts, which may be in original or facsimile copies, and all such counterparts when taken together shall constitute one and the same instrument.

The parties have executed this Assignment as evidenced below.

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TERMS & BILLING INSTRUCTIONS

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NET 30 [   ] REDRUTH VENTURES, INC. HAS PREPAID IN FULL FOR THE

MONTHLY PREPAY [  ] ENTIRE CAMPAIGN AS PER THE AGREEMENT DATED MAY 21, 2002

PREPAY IN FULL [X] Bingo.com Inc.

Payment Method

CHECK [   ]

WIRE TRANSFER [   ]

MEDIA PURCHASE DETAILS

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HOME PAGE (COLUMN 4) HARD CODED IMPRESSION OF KENO AND BIGR AND FOX CLICK THROUGH BUTTONS

MONTHLY TOTALS

BANNER CREATIVES PROVIDED:  By Client:  YES    By Bingo.com:

DATE CREATIVES FINALIZED:

REPORTING SCHEDULE:

TERMS AND CONDITIONS: This Insertion Order is subject to Publisher and Supplier Approval.

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1) This insertion order constitutes an agreement between the parties. It supersedes all prior proposals, agreements, or other communications between the parties regarding such subject matter. The return of this agreement signed by the advertiser or agent constitutes acceptance of all terms and conditions of this agreement.

2) Bingo.com recognizes the industry wide issue of ad serving discrepancies, and has adopted the following policy, which Advertisers hereby agrees to adhere to:

a) For billing purposes, Bingo.com and Advertisers will recognize a l0% discrepancy as being within acceptable industry parameters. For any discrepancies within 10%, campaigns will be billed based on our system numbers.

b) Advertisers will be supplied with a login & password to our ad serving system. This will be included in the email with the ad serving tags. Advertisers will be responsible for monitoring the discrepancies between the ad servers within the initial 48-72 hours of the campaign. After the initial 72 hours, the Advertiser is responsible to check on the numbers from time to time, and must notify Bingo.com when the discrepancy is higher than 10%.

c) Upon notification of a discrepancy higher than 10%, Bingo.com will ask that the campaign be paused until we can collectively decide how best to proceed. If Advertiser does not notify Bingo.com of discrepancy, Advertiser agrees that campaigns will be billed on system numbers, regardless of the discrepancy.

3) All advertising is subject to publisher’s approval. The publisher reserves the right to reject advertising, which is not in keeping with the publisher’s standards. The publisher’s liability for any error will not exceed the charge for the advertisement in question.

4) Advertisers assume the liability for all content of advertisements published and/or any claims arising there from made against the publisher. Advertisers agree to indemnify the publishers against any such claims and all related costs and expenses (including attorney’s fees).

5) Bingo.com has the right to pre-empt any campaign.

6) Only Written Insertion orders will be honored.

7) All gaming related client and advertisers will be required to adhere to prepayment terms.

8) Cost per Click and Cost per Acquisitions deals may be permitted however, all reporting and serving must be done off the internal software and reporting. No third party code will be permitted.

9) Non-Disclosure and Non-Circumvention Agreement

The parties hereby agree as follows:

In its sole discretion, the Disclosing Party will provide to the Receiving Party certain confidential

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and proprietary information for the limited purpose of allowing the Receiving Party to

a) Definition — For purposes of this Agreement, “Confidential Information” shall mean the information received by the Receiving Party from the Disclosing Party which is marked as Confidential and/or “Proprietary” or which would logically be considered “Confidential” and/or “Proprietary” in view of its relationship to the whole disclosure. Information initially furnished orally which was identified by the Disclosing Party as confidential and/or proprietary at the time of disclosure, shall be treated by the Receiving Party as Confidential Information.

b) Protection and Purpose — All “Confidential Information” shall be maintained in confidence by the Receiving Party, and shall not be disclosed to any third party and shall be protected with the same degree of care as the Receiving Party normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. The Receiving Party shall not use any “Confidential Information” received from the Disclosing Party except for the evaluation purposes set forth above. The Receiving Party shall not use any “Confidential Information” received from the Disclosing Party to circumvent any agreement with any Company or persons associated or affiliated with said.

c) Restrictions — The restrictions herein provided shall not apply with respect to “Confidential Information” which:

i) Is or becomes a part of the public domain without breach of this Agreement by the Receiving Party; or

ii) Is disclosed by the Disclosing Party to a third party without a commitment of confidentiality by the third party; or

iii) Is disclosed pursuant to judicial action or government regulations, provided the Receiving Party notifies the Disclosing Party prior to such disclosure and cooperates with the Disclosing Party in the event the Disclosing Party elects to legally contest and avoid such disclosure.

d) Rights and Licenses — This Agreement and the furnishing of “Confidential Information” as provided herein shall not be construed as establishing, either expressly or by implication, any grant of rights or licenses to the Receiving Party or any relationship between the parties.

e) Ownership — All tangible information and other information submitted hereunder by the Disclosing Party to the Receiving Party, shall remain the property of the Disclosing Party. If either party elects not to pursue any further business undertaking, the Receiving Party shall promptly return to the Disclosing Party all tangible information, and all copies thereof, related to “Confidential Information”.

f) Termination — This Agreement is to be construed in accordance with the laws of the Province of British Columbia and shall terminate Two (2) years from the effective date of this Agreement.

COMMENTS/ADDENDUMS:
Bingo.com Inc.

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The customer has prepaid for the inventory as shown above. Any monthly campaign not utilized by the customer will not be replaced.

SIGN AND FAX TO (604) 694-0301

CAMPAIGN CREATIVE DETAILS

CREATIVE DEADLINES

New advertisers must submit materials to bingo.com four business days prior to start date. Existing advertisers may change their banners as often as they like as long as we receive new creative by noon two business days prior to start date.

IF YOU NEED HELP DESIGNING YOUR CREATIVE, CALL US! Creative Specs for your campaign are listed below

CREATIVE SUBMISSIONS

Please send via e-mail and choose one of two options:

Send Banners along with corresponding destination URL’s in an email. Post Banners along with corresponding destination URL’s to a WWW page and send location via e-mail.

CREATIVE SPECIFICATIONS

All banners for this campaign will need to be approved by the site(s) before being posted.

All banners should be standard size and no larger than 12k per banner.

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EXHIBIT 10.27

CONSULTING AGREEMENT DATED JULY 2, 2002, BETWEEN THE COMPANY, BROMLEY ACCOUNTING SERVICES LTD AND MR. H. W. BROMLEY.

THIS AGREEMENT is made the 2nd day of July, 2002 (the “Effective Date”)

BETWEEN:

(1)  BROMLEY ACCOUNTING SERVICES LTD., a company incorporated under the laws of England & Wales with its registered office situated at 2 Iverna Court, Iverna Gardens, London, W8 6TY (the “Consultant”),

AND

(2)  BINGO.COM, INC., a company incorporated under the laws of Florida with its office situated at Suite 1405, 1166 Alberni Street, Vancouver, BC, Canada, V6E 3Z3(the “Company”),

AND

(3)  H. W. BROMLEY, businessman of 59 Prothero Road, Fulham, London, SW6 7LY (the “Executive”),

WHEREAS:

A. the Consultant has the ability to provide consultancy services to the Company, which services the Company requires in connection with the developing, financing, accounting and day-to-day operations of an Internet Bingo company operating worldwide to provide both free and Pay for Play Bingo over the Internet and throughout the world. (the “Business”);

B. the Consultant and the Company have agreed that the Consultant shall provide services as an independent contractor on the terms and conditions set out hereinbelow;

C. the Executive is employed by the Consultant and is willing and able to act as the CFO of Bingo.Com, Inc.;

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the sum of ten pounds in lawful money of the United Kingdom (GBP£10.00) paid by each of the parties hereto to the other, the respective covenants herein contained and other good and valuable consideration, the receipt and sufficiency whereof is hereby expressly acknowledged, the parties HERETO AGREE AS FOLLOWS:—

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1. INTERPRETATION

1.1 References in this Agreement to clauses, sub-clauses and schedules are to those in this Agreement and the schedules to this Agreement shall be deemed to be a part of this Agreement.

1.2 References to any provision of a statute or regulation shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 Clause headings in this Agreement are for ease of reference only and shall not affect the interpretation of this Agreement.

1.4 Words importing one gender shall be construed as importing any other gender and words importing the singular shall be construed as importing the plural and vice versa.

1.5 References to persons shall include bodies corporate and vice versa.

2. CONSULTING & EXECUTIVE SERVICES

2.1 With effect from the Effective Date, the Company engages the Consultant to provide services, in connection with the operation of the Business and the Consultant hereby accepts the engagement (the “Consultancy”).

2.2 With effect from the Effective Date, the Consultant releases the Executive from his employment to the extent necessary to give effect to the terms of this Agreement provided that any agreement made between the Company and the Executive for his services does not conflict with his obligations at any time and from time to time to the Consultant (the Release”).

3. AGENTS AND ADVICE

The Consultant shall be at liberty in the performance of its duties and in the exercise of any of the powers and discretions vested in it hereunder to employ and pay an agent to perform or assist in performing any or all of the services, duties and obligations required to be performed hereunder by the Consultant. Further the Consultant may act or rely upon the opinion or advice of or any information obtained without verifying or otherwise enquiring as to the accuracy of any information or assertions provided or from any broker, lawyer, valuer, surveyor, auctioneer or other expert whether reporting to the Company or to the Consultant or not and the Consultant, absent gross negligence or willful default, shall not be responsible for any loss occasioned by its so acting.

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4. RELATIONSHIP

4.1 The Consultant shall be an independent contractor and nothing herein shall be construed as creating a partnership, co-venture or employment relationship between the Consultant and the Company.

4.2 The Consultant shall not have the authority to obligate or bind the Company to any obligations or agreements in excess of US$25,000 without the prior authorisation of the Board of Directors of the company and, without limiting the generality of the foregoing:

4.2.1 the Consultant shall not hold itself out as having any right, power or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon the Company save and except those obligations falling within the normal course of obligations of a CFO of an organization;

4.2.2 the Consultant shall not make any representation or warranty on behalf of the Company save and except those obligations falling within the normal course of obligations of a CFO of an organization; and

4.2.3 the Consultant is not authorized to accept service of process for the Company.

4.3 The Consultant shall accept any reasonable directions issued by the Company in respect of the Business and pertaining to goals to be attained and results to be achieved during the currency of this Agreement.

4.4 For the avoidance of doubt, none of the parties hereto intends to create a partnership, joint venture or to assume partnership liability or responsibility by entering into this Agreement, rather it is the intent of the parties hereto that the rights and obligations of the parties hereto be several and not joint or joint and several.

5. DURATION

5.1 The first five months (“Trial Period”) will be a trial period. During the Trial Period the Consultant’s performance and conduct will be monitored. In addition the Consultant can consider the viability of the company. Any of the parties hereto may terminate this Agreement, at the completion of the Trial Period and within 5 days of the Trial Period completion without further notice and without prejudice to its other remedies,

5.2 This Agreement shall commence on the Effective Date and remain in full force and effect until the earlier of the first anniversary of the Effective Date or the date this Agreement is terminated forthwith .pursuant to clause 5.1 or by giving thirty (30) days’ notice thereafter, in writing, to the other parties or as per clause 9 hereof (the “Termination Date”).

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5.3 Unless this Agreement has been terminated pursuant to clause 5.1 & 9 hereof, upon the Termination Date the Consultant shall have the option to renew, by giving one (1) months notice in writing to the Company, this Agreement for a further term of up to one (1) years upon substantively the same terms as then pertain excluding clause 5.1.

6. COMPENSATION

In consideration of the Consultancy and the Release, the Consultant shall be entitled to receive from the Company:

6.1 for each calendar month or part thereof during the duration of the agreement the sum of three thousand six hundred and sixty seven pounds in lawful money of the United Kingdom (GBP£3,667),

payable monthly in arrears in accordance with the provisions set out below or as may be agreed in writing from time to time by the parties hereto.

7. COSTS AND EXPENSES

The Company shall reimburse the Consultant and/or the Executive for all out of pocket expenses reasonably incurred during the Consultancy including, without limiting the generality of the foregoing, operating expenses, airfares, accommodations, and vehicle expenses, provided that the Consultant and/or the Executive shall provide the Company with such vouchers or other evidence of actual payment of the said expenses as the Company may reasonably require.

8. CONFIDENTIALITY

None of the parties hereto shall (except under compulsion of law or by any governmental, quasi-governmental or regulatory authority of any country or territory having relevant jurisdiction) either before or after the termination of this Agreement disclose to any person not authorised by the relevant party to receive the same any confidential information relating to such party or to the affairs of such party of which the party disclosing the same shall have become possessed during the period of this Agreement and each party shall use all reasonable endeavours to prevent any such disclosure as aforesaid.

9. TERMINATION

9.1 The Executive shall not terminate this Agreement unless he has the prior written approval of the Consultant.

9.2 Any of the parties hereto may terminate this Agreement, without prejudice to its other remedies, forthwith by giving thirty (30) days’ notice in writing to the other parties if any other party either:

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9.2.1 commits a material breach of the provisions of this Agreement provided that if the breach is capable of remedy then notice shall only be given if the party in breach shall not have remedied the same within thirty (30) days of having been given notice in writing specifying the breach and requiring it to be remedied; or

9.2.2 acts or omits to act, or any of its directors, officers, employees or agents act or omit to act, in a manner which shall, in the opinion of giving notice, in any way prejudice the interests of the party giving notice or bring the name of that party giving notice into disrepute; or

9.2.3 is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of amalgamation or reconstruction and the resulting company agrees to be bound by and assume the obligations of the relevant party under this Agreement) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator or administrative receiver appointed of its assets or ceases for any reason to carry on business or takes or suffers any similar action which, in the opinion of the party giving notice, means that the other may be unable to pay its debts.

9.3 Termination of this Agreement for whatever reason shall not affect or prejudice the rights of the parties arising in any way out of this Agreement as at the date of termination and in particular, but without limitation, the right to recover damages from the other.

9.4 All provisions of this Agreement which are expressed to operate or survive in the event of termination of this Agreement shall remain in full force and effect after such termination.

10. INDEMNITY

10.1 The Company hereby agrees to indemnify and keep indemnified the Consultant (together with its directors, officers, employees and agents) from and against:-

10.1.1 any and all demands, claims, liabilities, losses, damages, costs, legal costs, professional and other expenses of any nature whatsoever including all interest and penalties, incurred or suffered by the Consultant or the Executive in connection with the Business and all or any breaches by the Consultant or the Executive of the provisions of this Agreement (including all or any act, neglect or default of the Consultant’s directors, officers, employees and agents); or

10.1.2 all actions, suits and proceedings which may be commenced, taken or made against the Consultant or the Executive or which may be incurred or which may arise directly or indirectly by reason of the provision by the Consultant or the Executive of all or any of the services under this Agreement or by reason of any act done and/or omitted to be done in relation thereto or attempting to enforce the Consultant’s rights under this indemnity, except insofar as any such claims arise from any breach of this Agreement by the Consultant.

10.2 All sums payable under clause 6 of this Agreement shall be payable by the Company immediately on demand by the Consultant in full without any deduction, withholding, counterclaim or set-off and if any such deduction or withholding is made, or any tax, duty or levy of any nature whatsoever, except taxes imposed on the Consultant and measured by the

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income of the Consultant, is required to be paid on the sum due, the Company shall immediately pay to the Consultant such additional amount as will result in the payment to and retention by the Consultant of the full amount which would have been received and retained by the Consultant but for such deduction or withholding or the imposition of any such tax, duty or levy.

11. ASSIGNMENT AND DELEGATION

11.1 The provisions of this Agreement shall be binding on and enure to the benefit of the successors and assigns of each party hereto provided that either party may not, and may not agree to, assign, transfer, charge or otherwise dispose of or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other parties.

11.2 Neither the Consultant nor the Company shall be permitted to delegate any of their duties or obligations arising under this Agreement otherwise than may be expressly agreed in writing between the Consultant and the Company.

12. FORCE MAJEURE

12.1 None of the parties shall be in breach of the provisions of this Agreement if there is any failure of performance by it of its obligations under this Agreement occasioned by any act of God, fire, act of local, national or supranational authority or government or state, war, civil commotion, embargo, strike, lock-out or other cause beyond the control of either party.

12.2 If any of the parties is unable to perform its duties and obligations under this Agreement as a direct result of the effect of one or more of such causes, such party shall give written notice to the others of such inability stating the cause in question, without delay. The operation of this Agreement (but not the provisions relating to confidentiality and the restrictive obligations of the parties) shall be suspended during the period in which the cause continues to have effect. Forthwith upon the cause ceasing to have effect, the party relying upon it shall give written notice thereof to the others.

12.3 If the cause continues to have effect for a period of more than sixty (60) days, the parties not claiming relief under this clause shall have the right to terminate this Agreement forthwith upon giving written notice of such termination to the other parties.

13. ILLEGALITY AND SEVERABILITY

If any provision of this Agreement shall become or be declared illegal, invalid or unenforceable, in whole or in part, for any reason whatsoever by any competent court, tribunal or authority in England & Wales, such provision or part thereof shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement in so far as the continued operation of this Agreement is concerned provided always that, if such deletion substantially affects or alters the commercial basis of this Agreement, the parties shall negotiate in good faith to amend and modify the provisions of this Agreement as may be necessary or desirable in the circumstances.

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14. NO WAIVER

No failure or delay on the part of either of the parties to exercise any right or remedy under this Agreement shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy as the case may be.

15. ANNOUNCEMENTS

No public announcement shall be made in respect of the subject matter of this Agreement without the prior written approval of the Consultant and provided always that the form and content of any such announcement is agreed to in writing by the Consultant.

16. NOTICES

16.1 Any notices or other communication given or made under this Agreement shall be in writing and shall be deemed to have been duly given if delivered by hand or by registered post as follows:

If to the Consultant or to the Executive to:

2 Iverna Court
Iverna Gardens
London
W8 6TY

If to the Company:

Suite 1405 — 1166 Alberini Street
Vancouver, BC
V6E 3Z3
Canada

Fax: 604-694-0301
Attention: Mr. T. M. Williams

16.2 In the event of any postal or other strike or industrial action affecting postal communications in or between England & Wales and Canada notices shall be given personally or by email.

16.3 Any such notice or other documents shall be deemed to have been received by the addressee five (5) working days following the date of dispatch if the notice or other document is sent by registered post or on the next working day after delivery if sent by hand or by email.

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17. AMENDMENTS

This Agreement may only be amended by written agreement signed by all parties.

18. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of England & Wales and the parties hereto submit to the jurisdiction of the courts of England & Wales.

19. ENTIRE AGREEMENT

This Agreement contains the entire agreement of the parties with respect to the matters covered in it and no other or prior promises, representations, agreements, negotiations or discussions, oral or written, made by either party or its employees, officers or agents shall be valid or binding.

20. COUNTERPARTS

This Agreement may be executed in separate counterparts, which together shall be construed as a single instrument.

IN WITNESS whereof the parties or their respective duly authorised representatives have executed this Agreement as of the day and year first before written.

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