S-8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BINGO.COM, LTD.
(Exact name of registrant as specified in its charter)

Anguilla, B.W.I.
(State or other jurisdiction of incorporation or organization) 98-0206369
(I.R.S. Employer Identification No.)

Spencer House, Box 821
The Valley, Anguilla, British West Indies
(Address of Principal Executive Offices and Zip Code)

1999 Stock Option Plan
2001 Stock Option Plan
2005 Stock Option Plan
(Full title of the plan(s))

Gerald R. Tuskey, Personal Law Corporation
Suite 1000, 409 Granville Street
Vancouver, British Columbia, Canada  V6C 1T2
(Name and address of agent for service)

604-681-9588
(Telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for service, should be sent to:

Gerald R. Tuskey
Gerald R. Tuskey, Personal Law Corporation
Suite 1000, 409 Granville Street, Vancouver, British Columbia, Canada  V6C 1T2
Telephone:  604.681-9588
Facsimile:  604.688-4933

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be Registered (1)	Proposed maximum offering price per share	Proposed Maximum aggregate offering price	Amount of registration fee
Common stock, no par value, issuable upon the exercise of options that may be granted under the 1999, 2001 and 2005 Stock Option Plans	7,120,000 shares	$0.94 (2)	$6,692,800	$787.74

 (1)           Pursuant to Rule 416(c), this Registration Statement also registers such additional shares of common stock as may become issuable pursuant to the anti-dilution provisions of the 1999, 2001 and 2005 Stock Option Plans.

(2)           Based on the last sale price of a share of our common stock as reported by The Nasdaq OTC Bulletin Board on June 23, 2005 in accordance with Rule 457(c) promulgated under the Securities Act of 1933, as amended.

In accordance with the provisions of Rule 462 promulgated under the Securities Act of 1933, this registration statement will become effective upon filing with the Securities and Exchange Commission.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

We will send or make available the documents containing the information specified in Part I of Form S-8 to individuals who participate in our 1999, 2001 and 2005 Stock Option Plans.  Copies of the 1999, 2001 and 2005 Stock Option Plans are attached as Exhibits 4.1, 4.2 and 4.3 to this Form S-8.  The form of Stock Option Agreement for use under the 1999, 2001 and 2005 Stock Option Plans are attached as Exhibits 4.4, 4.5 and 4.6 to this Form S-8.

This registration statement relates to a maximum of 7,120,000 common shares in the capital of our company issuable upon the exercise of options granted under the 1999, 2001 and 2005 Stock Option Plans.

Item 2.  Registrant Information and Employee Plan Annual Information

We will provide, without charge, to each person to whom a copy of the Section 10(a) prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference in Item 3 of Part II of this registration statement (which documents are incorporated by reference in the Section 10(a) prospectus).  Requests should be directed to the Corporate Secretary, Bingo.com, Ltd.

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REOFFER PROSPECTUS

The date of this prospectus is June 24, 2005

BINGO.COM, LTD.

Spencer House, Box 821
The Valley, Anguilla, British West Indies
Telephone:  (264) 497-8129

625,850 Shares of Common Stock

This reoffer prospectus relates to a maximum of 625,850 shares of our common stock which may be offered and resold from time to time by the selling stockholders identified in this reoffer prospectus.  It is anticipated that the selling stockholders will offer shares for sale at prevailing prices on the OTC Bulletin Board on the date of sale.  We will receive no part of the proceeds from sales made under this reoffer prospectus.  The selling stockholders will bear all sales commissions and similar expenses.  Any other expenses incurred by us in connection with this registration statement and offering and not borne by the selling stockholders will be borne by us.

The selling stockholders and any brokers executing selling orders on his behalf may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, in which event commissions received by such brokers may be deemed to be underwriting commissions under the Securities Act of 1933.

Our common shares are quoted on the OTC Bulletin Board under the trading symbol "BNGOF".  On June 23, 2005, the last reported closing price of our common stock was $0.94 per share on the OTCBB.

Our principal executive offices are located at Spencer House, Box 821, The Valley, Anguilla, B.W.I. and our telephone number is (264) 497-8129.

The common shares offered pursuant to this registration statement involve a high degree of risk.  See "Risk Factors" on page 6 of this reoffer prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. 

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REOFFER PROSPECTUS

TABLE OF CONTENTS

PROSPECTUS SUMMARY	5
THE OFFERING	5
OUR COMPANY	5
OUR BUSINESS	5
FORWARD LOOKING STATEMENTS	6
RISK FACTORS	6
INFORMATION ABOUT THE OFFERING	14
USE OF PROCEEDS	14
SELLING STOCKHOLDERS	14
PLAN OF DISTRIBUTION	15
EXPERTS	16
LEGAL MATTERS	17
MATERIAL CHANGES	17
INCORPORATION OF DOCUMENTS BY REFERENCE	17
AVAILABLE INFORMATION	17
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	17
SIGNATURES	21

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed information and financial statements and notes thereto appearing elsewhere in this reoffer prospectus.  Consequently, this summary does not contain all of the information that you should consider before investing in our common stock.  You should carefully read the entire reoffer prospectus, including the "Risk Factors" section, and the documents and information incorporated by reference into this reoffer prospectus.

THE OFFERING

Presently Outstanding Number of Shares:	26,594,603
Securities being registered:	625,850 shares of common stock held by existing shareholders and acquired on the exercise of stock options.
Securities Issued:	The 625,850 shares of common stock to be registered under this prospectus are already issued and may be sold by existing shareholders.
Use of Proceeds:	We will not receive any proceeds from the sale of shares sold by the selling shareholders.
OTC Bulletin Board Symbol:	BNGOF

Expiration Date

This offering will expire 24 months from the effective date of this prospectus.

OUR COMPANY

Our company, Bingo.com, Ltd., was incorporated on September 30, 2004, under the International Business Companies Act of Anguilla, B.W.I.  From the date of its incorporation until April 5, 2005, our Company existed solely as a wholly-owned subsidiary of Bingo.com, Inc., a publicly traded, Florida corporation.  On April 6, 2005, our Company merged with its parent company, Bingo.com, Inc. and our Company was the surviving corporation of the merger.  Our Company assumed all of the assets and liabilities of Bingo.com, Inc. upon the effective date of the merger.  The management team, assets, liabilities and business of Bingo.com, Inc. became the management team, assets, liabilities and business of our Company upon the effective date of the merger.  The principal reason for our merger with Bingo.com, Inc. was to facilitate the re-incorporation of Bingo.com, Inc. under the International Business Companies Act of Anguilla, B.W.I.

Our registered offices are located at Spencer House, Box 821, The Valley, Anguilla, British West Indies.  Our telephone number is (264) 497-8129.

We have not been involved in any bankruptcy, receivership or similar proceedings.

All dollar amounts in this prospectus are U.S. dollars.

OUR BUSINESS

Our Company is in the business of developing and operating a bingo based web portal designed to provide a variety of free and cash games and other forms of entertainment, including an online 

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community, chat rooms, contests, sweepstakes, tournaments, and more.  Our Company envisions becoming the pre-eminent bingo-based web portal on the Internet, using its bingo.com domain name and incorporating a variety of games and content to attract and retain a large number of subscribers.  Our Company's existing website has attracted over 1,200,000 registered users and served over 3,000,000,000 bingo cards since its inception.  As there are a fixed number of bingo cards (3) per player in our free games, the total number of cards served provides a direct correlation to the number of games played (over 1,000,000,000) and a general indication of the levels of Internet traffic generated by our company's website.  The levels of Internet traffic have a direct impact on our company's revenues as, generally, the greater the Internet traffic, the greater the numbers of advertisements served.  Our Company intends to continue to build on this subscriber base to further develop its online presence.

We filed our Form 10 with the Securities and Exchange Commission on June 9, 1999.  On March 19, 1997, our common stock was approved for trading on the OTCBB under the symbol "PGLB".  In January 1999, when we changed our name to Bingo.com, Inc., our OTCBB symbol was changed to "BIGG".  On July 26, 1999, we changed our trading symbol from "BIGG" to "BIGR".  On April 6, 2005, Bingo.com, Inc. effected a merger with Bingo.com, Ltd. and as a result of the merger, our OTCBB symbol was changed to "BNGOF ".

FORWARD LOOKING STATEMENTS

This reoffer prospectus contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this reoffer prospectus, the terms "we", "us", "our" and "Company" means Bingo.com, Ltd. and our subsidiaries, unless otherwise indicated.

RISK FACTORS

Much of the information included in this registration statement includes or is based upon estimates, projections or other "forward looking statements".  Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Those forward-looking statements also involve certain risks and uncertainties.  Factors, risks and uncertainties that could cause or contribute to such differences include those specific risks and uncertainties discussed below and those discussed in our Annual Report on Form 10-KSB, filed with the Securities and Exchange Commission on March 21, 2005.  The cautionary statements made in this 

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document should be read as being applicable to all related forward-looking statements wherever they appear in this document.

Our common shares are considered speculative during the development of our new business operations. Prospective investors should consider carefully the risk factors set out below.

Risks Related to Our Business

We have a limited operating history and a history of losses and expect future losses, and there can be no assurances that we will achieve and sustain profitability.

We have incurred significant net losses and negative cash flow from operations since our inception.  We incurred net losses of ($968,708) in fiscal 2002, ($235,491) in fiscal 2003 and ($71,640) in fiscal 2004 and net profit of $32,209 in the first quarter of 2005.  As of March 31, 2005, we had an accumulated deficit of $9,449,165, and during the quarter ended March 31, 2005, we provided cash of $61,435 in operating activities (during the year ended December 31, 2004, we provided cash of $190,884, in 2003 fiscal year we provided cash of $58,749 and in 2002 fiscal year we used cash of $95,275).  Although we reduced our operating costs and our cash utilization rate significantly and increased our revenues during the first quarter of 2005 and the 2004 and 2003 fiscal years, we will continue to incur sales and marketing and general and administrative expenses in the future.  As a result, we may incur losses in the future and will need to generate higher revenues in order to achieve sustainable profitability.

We may not be able to generate sufficient revenue to entirely support our operations in fiscal 2005 due to a number of factors including, among others:

-           the cost of promoting and marketing our bingo portal, especially the cost of advertising the bingo for cash site;

-           the general demand for online advertising may decrease, as may advertising rates, which would impact our advertising revenue;

-           the costs associated with developing our software and technologies, installing equipment and expanding our facilities;

-           the costs associated with hiring and retaining experienced management and staff for our operations.

-            the impact of government legislation on our advertisers and the bingo for cash site.

-            the possible lack of demand and deposits in our cash bingo site.

We are subject to risks and challenges frequently encountered by early stage companies engaged in early stage enterprises and Internet commerce.

We face risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development that may be using new and unproven business models, particularly companies engaged in Internet commerce.

These risks include:

-           our revenue forecasts may be incorrect because of our limited experience selling our products and services;

-           our ability to generate revenues will depend on selling advertising and attracting players for the bingo for cash games on a website focused on bingo entertainment;

-           as our business grows and the expectations of our customers increase, we must develop and upgrade our infrastructure, including internal controls, transaction processing capacity, data storage and retrieval systems and website to remain competitive.  We may not have the capital resources to do so;

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-           we compete with a number of larger competitors, such as Electronic Arts (Pogo.com), Yahoo! and Cyberbingo, with greater financial, capital, technical, marketing and human resources and experience than us;

-           we may not be able to continue to offer new and exciting content that is attractive and compelling to existing users;

-           our business is dependent upon the Internet for commerce and growth;

-            general economic conditions could change and adversely affect our business;

-             licensing regulations could change affecting our ability to offer bingo for cash.

We are substantially dependent on third parties for most aspects of our business.

We have chosen to pursue a strategy whereby we have outsourced many of our mission-critical business functions, including website hosting, and serving, and web server collocation.  Most of these functions are performed by a limited number of small companies.  As a result, we face increased risk that our business could be interrupted by the failure of any one of our key vendors or suppliers, and such an interruption could have a material impact on our financial position and results of operations.

We will need additional capital to continue to operate our business.

We have just recently achieved profitable operations but are not ensured of a long-term source of consistent and reliable revenue.  As of March 31, 2005, we had $157,337 in cash (December 31, 2004, - $74,032 and December 31, 2003, $34,046).  Although our cash flow is improving, we may need to obtain additional financing to grow our operations for the duration of 2005.  We are constantly looking for new sources of revenue that will help fund our business.  There can be no assurances that this will be achieved.

If we successfully raise additional funds through the issuance of debt, we will be required to service that debt and are likely to become subject to restrictive covenants and other restrictions contained in the instruments governing that debt, which may limit our operational flexibility.  We raised $1,004,750 on April 7, 2005, via a private placement of our securities under Regulation S.  If we raise additional funds through further issuances of equity securities, then those securities may have rights, preferences or privileges senior to the rights of holders of our common stock, and holders of our common stock will experience dilution.

We cannot be certain that such additional debt or equity financing will be available to us on favorable terms when required, or at all.  If we cannot raise funds in a timely manner, or on acceptable terms, we may not be able to promote our brand, develop or enhance our products and services, take advantage of future opportunities or respond to competitive pressures or unexpected requirements, and we may be required to reduce or limit operations.

If our key personnel leave the Company, our ability to succeed will be adversely affected

The future success of the Company will depend on certain key management, marketing, sales and technical personnel.  We are currently dependent on our President and Chief Executive Officer, T. M. Williams, for the success of the business.  We also rely upon consultants and advisors who are not employees.  The loss of key personnel could have a material adverse effect on our operations.  We do not maintain key-man life insurance on any of our key personnel.  The inability to attract, retain and motivate highly skilled personnel required for expansion of operations and development of technologies could adversely affect our business, financial condition and results of operations.  We cannot assure you that we will be able to retain our existing personnel or attract additional, qualified persons when required and on acceptable terms. 

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The effect of the proposed "Unlawful Internet Gambling Funding Prohibition Act".

During the 2003 fiscal year, the House Judiciary Committee of the US Government approved HR21 "Unlawful Internet Gambling Funding Prohibition Act".  This bill creates a new crime of accepting financial instruments, such as credit cards or electronic fund transfers, for debts incurred in illegal Internet gambling.  The bill enables state and federal Attorneys General to request that injunctions be issued to any party, such as financial institutions and Internet Service Providers, to assist in the prevention or restraint of illegal Internet gambling.  This bill still needs to be ratified by the Senate before it becomes passed as law.  While the legal status of Internet gambling is unclear in many jurisdictions at this time, many of our advertisers including the Company's bingo for cash games may be affected by this bill should it become law, or any other similar bill and therefore the Company's revenue stream may be affected.

The effect of United States Government Action against Websites publishing advertising for Internet gambling operators.

Current anti-Internet gambling sentiment in the United States appears to be expanding to include taking action against "publisher" websites based in the United States.  Any website which accepts advertising from Internet gambling websites is potentially at risk.  In 2003, the United States government started a grand jury investigation, led by the United States attorney's office in St. Louis, to look into American companies working with offshore casinos.  In April 2004, United States marshals seized approximately $3 million in advertising proceeds paid by an offshore casino to Discovery Networks under an "aiding and abetting" legal theory.  Many of our advertisers, including the Company's bingo for cash site, may be affected by these actions and therefore the Company's revenue stream may be affected.

We have capacity constraints and system development risks that could damage our customer relations or inhibit our possible growth, and we may need to expand our management systems and controls quickly, which may increase our cost of operations

Our success and our ability to provide high quality customer service largely depends on the efficient and uninterrupted operation of our computer and communications systems and the computers and communication systems of our third party vendors in order to accommodate any significant numbers or increases in the numbers of consumers and advertisers using our service.  Our success also depends upon our and our vendors' abilities to rapidly expand transaction-processing systems and network infrastructure without any systems interruptions in order to accommodate any significant increases in use of our service. 

We and our service providers may experience periodic systems interruptions and infrastructure failures, which we believe will cause customer dissatisfaction and may adversely affect our results of operations.  Limitations of technology infrastructure may prevent us from maximizing our business opportunities.

We cannot assure you that our and our vendors' data repositories, financial systems and other technology resources will be secure from security breaches or sabotage, especially as technology changes and becomes more sophisticated.  In addition, many of our and our vendors' software systems are custom-developed and we and our vendors rely on employees and certain third-party contractors to develop and maintain these systems. If certain of these employees or contractors become unavailable, we and our vendors may experience difficulty in improving and maintaining these systems.  Furthermore, we expect that we and our vendors may continue to be required to manage multiple relationships with various software and equipment vendors whose technologies may not be compatible, as well as relationships with other third parties to maintain and enhance their technology infrastructures.  Failure to achieve or maintain high capacity data transmission and security without system downtime and to achieve improvements in their transaction processing systems and network infrastructure could have a materially adverse effect on our business and results of operations.

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Increased security risks of online commerce may deter future use of our website, which may adversely affect our ability to generate revenue

Concerns over the security of transactions conducted on the Internet and the privacy of consumers may also inhibit the growth of the Internet and other online services generally, and online commerce in particular.  Failure to prevent security breaches could significantly harm our business and results of operations.  We cannot be certain that advances in computer capabilities, new discoveries in the field of cryptography, or other developments will not result in a compromise or breach of the algorithms used to protect our transaction data.  Anyone who is able to circumvent our or our vendors' security measures could misappropriate proprietary information, cause interruptions in our operations or damage our brand and reputation.  We may be required to incur significant costs to protect against security breaches or to alleviate problems caused by breaches.  Any well-publicized compromise of security could deter people from using the Internet to conduct transactions that involve transmitting confidential information or downloading sensitive materials, which would have a material adverse effect on our business.

We face the risk of system failures, which would disrupt our operations 

A disaster could severely damage our business and results of operations because our services could be interrupted for an indeterminate length of time.  Our operations depend upon our ability to maintain and protect our computer systems.

Our systems and operations are vulnerable to damage or interruption from fire, floods, earthquakes, hurricanes, power loss, telecommunications failures, break-ins, sabotage and similar events.  The occurrence of a natural disaster or unanticipated problems at our principal business headquarters or at a third-party facility could cause interruptions or delays in our business, loss of data or render us unable to provide our services.  In addition, failure of a third-party facility to provide the data communications capacity required by us, as a result of human error, natural disaster or other operational disruptions, could cause interruptions in our service.  The occurrence of any or all of these events could adversely affect our reputation, brand and business.

We face risks of claims from third parties for intellectual property infringement that could adversely affect our business

Our services operate in part by making Internet services and content available to our users.  This creates the potential for claims to be made against us, either directly or through contractual indemnification provisions with third parties.  These claims might, for example, be made for defamation, negligence, copyright, trademark or patent infringement, personal injury, invasion of privacy or other legal theories.  Any claims could result in costly litigation and be time consuming to defend, divert management's attention and resources, cause delays in releasing new or upgrading existing services or require us to enter into royalty or licensing agreements.

Litigation regarding intellectual property rights is common in the Internet and software industries.  We expect that Internet technologies and software products and services may be increasingly subject to third-party infringement claims as the number of competitors in our industry segment grows and the functionality of products in different industry segments overlaps.  There can be no assurance that our services do not or will not in the future infringe the intellectual property rights of third parties.  Royalty or licensing agreements, if required, may not be available on acceptable terms, if at all.  A successful claim of infringement against us and our failure or inability to license the infringed or similar technology could adversely affect our business.

Our success and ability to compete are substantially dependent upon our technology and data resources, which we intend to protect through a combination of patent, copyright, trade secret and/or trademark law. 

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We currently have no patents or trademarks issued to date on our technology and there can be no assurances that we will be successful in securing them when necessary. 

We may not be able to protect our Internet domain name, which is important to our branding strategy

Our Internet domain name, www.bingo.com, is an extremely important part of our business. Governmental agencies and their designees generally regulate the acquisition and maintenance of domain names.  The regulation of domain names in the United States and in foreign countries may be subject to change.  Governing bodies may establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names.  As a result, we may be unable to acquire or maintain relevant domain names in all countries in which we conduct business.  Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear.  Therefore, we may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights.  Third parties have acquired domain names that include "bingo" or variations thereof both in the United States and elsewhere, which may result in an erosion of our user base.

If we are unable to maintain our popularity with third party Search engines then our customer base, and therefore, our advertising revenue will not continue to grow.

Due to our limited capital we do not run large advertising campaigns.  We are, therefore, reliant on third party Search engines such as Google and Yahoo! to provide prospective customers with links to facilitate traffic to www.bingo.com. Historically, the Company's Website has been listed first when users have searched for the word "bingo" on many third party search engines.  This ranking continues today but, given the increasing competition for rankings, including the trend towards paid rankings, there can be no guarantees that the Company's Website will continue to maintain such a ranking.  The high ranking levels that the Company's Website has maintained has resulted in Bingo.com obtaining between 800 to 1200 new registrations per day which, is highly attractive to our advertisers.  We believe that these search engines are important in order to facilitate broad market acceptance of our service and thus enhance our sales.  We continue to look for new methods to optimize our ranking position with various Internet Search Engines, including the maintenance of reciprocal links with complementary third party sites.

Our financial position and results of operations will vary depending on a number of factors, most of which are out of our control

We anticipate that our operating results will vary widely depending on a number of factors, some of which are beyond our control.  These factors are likely to include:

-           demand for our online services by registered users, advertisers and consumers;

-           prices paid by advertisers using our service, which fluctuate with the changing market;

-           costs of attracting consumers to our website, including costs of receiving exposure on third-party websites and advertising costs;

-           costs related to forming strategic relationships;

-           loss of strategic relationships;

-           our ability to significantly increase our distribution channels;

-           competition from companies offering same or similar products and services and from companies with much deeper financial, technical, marketing and human resources;

-           the amount and timing of operating costs and capital expenditures relating to expansion of our operations;

-           costs and delays in introducing new services and improvements to existing services;

-           changes in the growth rate of Internet usage and acceptance by consumers of electronic commerce;

-           changes and introduction of new software e.g. Pop up blockers;

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Risks Related to Our Industry

If we are unable to meet the changing needs of our industry, our ability to compete will be adversely affected

We operate in an intensely competitive industry.  To remain competitive, we must be capable of enhancing and improving the functionality and features of our online services.  The Internet portal, the online advertising industry and the Internet gaming industry are rapidly changing.  If competitors introduce new products and services embodying new technologies, or if new industry standards and practices emerge, our existing services, technology and systems may become obsolete.  There can be no assurances that we will be successful in responding quickly, cost effectively and adequately to new developments or that funds will be available to respond at all.  Any failure by us to respond effectively would significantly harm our business, operating results and financial condition.

Our future success will depend on our ability to accomplish the following:

-           license and develop leading technologies useful in our business;

-           develop and enhance our existing products and services;

-           develop new services and technologies that address the increasingly sophisticated and varied needs of prospective consumers; and

-           respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis.

Developing Internet services and other proprietary technology entails significant technical and business risks, as well as substantial costs.  We may use new technologies ineffectively, or we may fail to adapt our services, transaction processing systems and network infrastructure to user requirements or emerging industry standards.  If our operations face material delays in introducing new services, products and enhancements, our users may forego the use of our services and use those of our competitors.  These factors could have a material adverse effect on our financial position and results of operations.

If our web portal is unable to achieve and maintain a critical mass of registered users, advertisers and consumers, we may be unable to sell advertising or to generate revenue

The success of our web portal is dependent upon achieving significant market acceptance of our site by registered users, advertisers and consumers.  Internet advertising in general is at an early stage of development and most potential advertisers have only limited experience advertising on the Internet and have not devoted a significant portion of their advertising expenditures to Internet advertising.  Our competitors and potential competitors may offer more cost-effective advertising solutions, which could damage our business.  In addition, our website may not achieve significant acceptance by registered users and consumers and therefore lower deposits in our cash bingo site.  Failure to achieve and maintain a critical mass of registered users; advertisers and consumers would seriously harm our business.

Our business may be subject to government regulation and legal uncertainties that may increase the costs of operating our web portal, limit our ability to sell advertising, or interfere with future operations of the Company

There are currently few laws or regulations directly applicable to access to, or commerce on, the Internet.  Due to the increasing popularity and use of the Internet, it is possible that laws and regulations may be adopted, covering issues such as user privacy, defamation, pricing, taxation, content regulation, quality of products and services, and intellectual property ownership and infringement.  Such legislation could expose the Company to substantial liability as well as dampen the growth in use of the Internet, decrease the acceptance of the Internet as a communications and commercial medium, or require the Company to incur significant expenses in complying with any new regulations.  

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The applicability to the Internet of existing laws governing issues such as gambling, property ownership, copyright, defamation, obscenity and personal privacy is uncertain.  The Company may be subject to claims that our services violate such laws.  Any new legislation or regulation in the United States, Canada or abroad or the application of existing laws and regulations to the Internet could damage our business.  In addition, because legislation and other regulations relating to online games vary by jurisdiction, from state to state and from country to country, it is difficult for us to ensure that our players are accessing our portal from a jurisdiction where it is legal to play our games.  We therefore, cannot ensure that we will not be subject to enforcement actions as a result of this uncertainty and difficulty in controlling access.

In addition, our business may be indirectly affected by our suppliers or customers who may be subject to such legislation.  Increased regulation of the Internet may decrease the growth in the use of the Internet or hamper the development of Internet commerce and online entertainment, which could decrease the demand for our services, increase our cost of doing business or otherwise have a material adverse effect on our business, results of operations and financial condition.

Risks Associated With Our Common Stock

Our shares are considered "Penny Stock" and are subject to the "Penny Stock" rules, which may adversely affect your ability to sell your shares

Rules 15g-1 through 15g-9 promulgated under the Exchange Act impose sales practice and disclosure requirements on certain brokers-dealers who engage in certain transactions involving Penny Stock.  Subject to certain exceptions, a Penny Stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share.  We anticipate that our shares are deemed to be Penny Stock for the purposes of the Exchange Act.  The additional sales practice and disclosure requirements imposed upon brokers-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of our shares and impede the sale of our shares in the secondary market.

Under the Penny Stock regulations, a broker-dealer selling Penny Stock to anyone other than an established customer or Accredited Investor (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.  In addition, the Penny Stock regulations require the broker-dealer to deliver, prior to any transaction involving a Penny Stock, a disclosure schedule prepared by the Commission relating to the Penny Stock market, unless the broker-dealer or the transaction is otherwise exempt.  A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities.  Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the Penny Stock held in a customer's account and information with respect to the limited market in Penny Stocks.

Substantial sales of our common stock could cause our stock price to fall.

If our stockholders sell substantial amounts of our common stock, including shares issued upon the exercise of outstanding options and warrants, the market price of our common stock could decline.  We have the following outstanding:

•       26,594,603 shares of common stock, trading at $0.94 on June 23, 2005.
•       200,000 warrants to purchase shares of common stock exercisable at $0.25.

•       3,849,150 stock options to purchase shares of common stock with exercise prices ranging from $0.05 to $0.30.

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Of the 26,594,603 outstanding shares, 13,144,478 shares are held under rule 144 of the Securities and Exchange Act of 1933 and are therefore not freely tradable.

We have not declared dividends and may never declare dividends, which may affect the value of your shares

We have never declared or paid any dividends on our common stock and do not expect to pay any dividends in the near future.

INFORMATION ABOUT THE OFFERING

This reoffer prospectus relates to a maximum of 625,850 shares of our common stock which may be offered and resold from time to time by the selling stockholders identified in this reoffer prospectus.  It is anticipated that the selling stockholders will offer shares for sale at prevailing prices on the OTC Bulletin Board on the date of sale.  We will not receive any proceeds from the sales of common stock by the selling stockholders under this reoffer prospectus.  The selling stockholders will pay for the cost of all sales commissions and similar expenses.  We will however pay for all of the costs associated with the filing of this registration statement.

USE OF PROCEEDS 

We will not receive any of the proceeds from the sale of the up to 625,850 shares of common stock by the selling stockholders which have been issued upon exercise of options issued under our 1999 and 2001 Stock Option Plans.

SELLING STOCKHOLDERS

The following table identifies the selling stockholders and indicates the amount to be offered for each of the selling stockholder's account.  The selling stockholders are not obligated to sell the shares offered in this reoffer prospectus and may choose not to sell any of the shares or only a part of the shares.  The Securities and Exchange Commission rules require that we assume that the selling stockholders sell all of the shares offered with this reoffer prospectus.

Selling Stockholder	Number of Shares Subject to Options (1)	Shares Being Registered
Mark Devereux	500,000	99,250
Jason Williams	500,000	109,000
Rosita Morandin	250,000	97,550
Richard Postgate	250,000	73,250
Shannon Harrison	200,000	53,800
John Fong	75,000	7,500
Stephen Chu	100,000	35,500
Randy Peterson	150,000	150,000
TOTAL:	2,025,000	625,850

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⁽¹⁾         Represents shares of our common stock underlying options granted to each of the named selling stockholders under the 1999 and 2001 Stock Option Plans, whether or not exercisable as of, or within 60 days of, the date of this reoffer prospectus.

Under the Securities Exchange Act of 1934, any person engaged in a distribution of the shares offered by this reoffer prospectus may not simultaneously engage in market making activities with respect to our common shares during the applicable "cooling off" periods prior to the commencement of such distribution.

In addition, and without limiting the foregoing, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of the shares by the selling stockholders.

PLAN OF DISTRIBUTION

The selling stockholders may, from time to time, sell all or a portion of their shares of our common stock on any market upon which the common stock may be quoted (currently the OTC Bulletin Board), in privately negotiated transactions or otherwise.  Such sales may be at fixed prices prevailing at the time of sale, at prices related to the market prices or at negotiated prices.  The shares of common stock being offered by this reoffer prospectus may be sold by the selling stockholder by one or more of the following methods, without limitation:

(a)   block trades in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;

(b)   purchases by broker or dealer as principal and resale by the broker or dealer for its account pursuant to this reoffer prospectus;

(c)   an exchange distribution in accordance with the rules of the applicable exchange;

(d)   ordinary brokerage transactions and transactions in which the broker solicits purchasers;

(e)   privately negotiated transactions;

(f)   market sales (both long and short to the extent permitted under the federal securities laws);

(g)   at the market to or through market makers or into an existing market for the shares;

(h)   through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and

(i)     a combination of any of the aforementioned methods of sale.

In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate.  Brokers or dealers may receive commissions or discounts from a selling stockholder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from the purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved.  Broker-dealers may agree with a selling stockholder to sell a specified number of the shares of common stock at a stipulated price per share  Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfil the broker-dealer commitment to the selling stockholders if such broker-dealer is unable to sell the shares on behalf of the selling stockholder.  Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above.  Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions.  In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares commissions as described above.

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The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 in connection with these sales.  In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.

From time to time, the selling stockholders may pledge their shares of common stock pursuant to the margin provisions of their customer agreements with their respective brokers.  Upon a default by a selling stockholder, the broker may offer and sell the pledged shares of common stock from time to time.  Upon a sale of the shares of common stock, the selling stockholder intends to comply with the prospectus delivery requirements under the Securities Act of 1933 by delivering a prospectus to each purchaser in the transaction.  We intend to file any amendments or other necessary documents in compliance with the Securities Act of 1933 which may be required in the event the selling stockholder defaults under any customer agreement with brokers.

To the extent required under the Securities Act of 1933, a post-effective amendment to this registration statement will be filed, disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commission paid or discounts or concessions allowed to such broker-dealers, where applicable.

We and the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the selling stockholders are a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M.  All of the foregoing may affect the marketability of the common stock.

All expenses of the registration statement including, but not limited to, legal accounting, printing and mailing fees are and will be borne by us.  Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling stockholder, the purchasers participating in such transaction, or both.

Any shares of common stock covered by this reoffer prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933 may be sold under Rule 144 rather than pursuant to this reoffer prospectus.

EXPERTS

Our financial statements as at December 31, 2004, filed with this prospectus and registration statement have been audited by Dohan and Company, P.A., C.P.A.'s, as set forth in their report accompanying the financial statements and are included herein in reliance upon the report, and upon the authority of the firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the common shares offered by this reoffer prospectus will be passed upon for us and the selling stockholders by Clark Wilson LLP, Vancouver, British Columbia, Canada. 

MATERIAL CHANGES

There have been no material changes to the affairs of our Company since March 31, 2005, which have not previously been described in a report on Form 10-QSB or Form 8-K.

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INCORPORATION OF DOCUMENTS BY REFERENCE

See Part II, Item 3 on page 17 herein for a list of documents filed by our company with the United States Securities and Exchange Commission (the "SEC") which are incorporated herein by reference. 

AVAILABLE INFORMATION

You should only rely on the information incorporated by reference or provided in this reoffer prospectus or any supplement.  We have not authorized anyone else to provide you with different  information.  The common stock is not being offered in any state where the offer is not permitted.  You should not assume that the information in this reoffer prospectus or any supplement is accurate as of any date other than the date on the front of this reoffer prospectus.

We file Form 8-K reports and other information with the Securities and Exchange Commission as is required by the Securities Exchange Act of 1934.  You may read and copy any reports, statements or other information we have filed at the Securities and Exchange Commission's Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549.  Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the Public Reference Rooms.  Our filings are also available on the Internet at the Securities and Exchange Commission's website at http:\\www.sec.gov.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling our business pursuant to the provision in the section entitled "Indemnification of Directors and Officers" (see below), we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The SEC allows us to "incorporate by reference" information into this registration statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this registration statement, except for any information superseded by information in this registration statement.

The following documents filed by our company with the SEC are incorporated herein by reference:

1.         The description of our common stock contained in the Registration Statement on Form SB-2/A (SEC file number 333-124560), filed with the Securities and Exchange Commission on May 17, 2005, including all amendments and reports for the purpose of updating such description.

2.         The description of our common stock contained in the Registration Statement on Form S-4/A and Form 424B4 (SEC file number 333-120120 and 333-120120-01), filed with the Securities and Exchange Commission on March 4, 2005 and March 9, 2005 respectively, which went effective on March 8, 2005, including all amendments and reports for the purpose of updating such description.

Page 17

3.         Our Annual Report on Form 10-KSB, filed on March 21, 2005.

4.         Our Quarterly Report on Form 10-QSB, filed on May 16, 2005.

5.         Our Current Report on Form 8-K, filed on April 18, 2005.

6.         Our Current Report on Form 8-K, filed on April 15, 2005.

7.         Our Current Report on Form 8-K, filed on April 7, 2005.

All documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered pursuant to this reoffer prospectus have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.  Any statement contained in a document incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this reoffer prospectus or in any subsequently filed document that is also incorporated by reference in this reoffer prospectus modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

We will provide, without charge, to each person to whom a copy the Section 10(a) prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference in Item 3 of Part II of this registration statement (which documents are incorporated by reference in the Section 10(a) prospectus). Requests should be directed to the President, Bingo.com, Ltd., Spencer House, Box 821, The Valley, Anguilla, B.W.I.  Our telephone number is (264) 497-8129.

You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http:\\www.sec.gov.

Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel

Not applicable.

Item 6.  Indemnification of Directors and Officers

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Under the Anguilla International Business Companies Act, an international business company may indemnify any officer or director provided that the person being indemnified has acted honestly and in good faith with a view to the best interests of the Company and in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.

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Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits

4.1        1999 Stock Option Plan

4.2        2001 Stock Option Plan

4.3        2005 Stock Option Plan

4.4        1999 Stock Option Agreement

4.5        2001 Stock Option Agreement

4.6        2005 Stock Option Agreement

5.         Legal Opinion of Clark Wilson LLP

23.1      Consent of Clark Wilson LLP (included in Exhibit 5)

23.2      Consent of Independent Auditors (Dohan and Company, P.A., C.P.A.'s)

Item 9.  Undertakings

(a)        We hereby undertake:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)         to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

(ii)        to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and

(iii)       to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

PROVIDED, HOWEVER, that undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)  We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be 

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deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and persons controlling our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by our company of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, our company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, Canada, on June 24, 2005.

Bingo.com, Ltd.

 /s/ T. M. Williams                                                        /s/ H. W. Bromley               

T.M. Williams,                                                             H. W. Bromley,

Chief Executive Officer and Director                             Chief Financial Officer and

                                                                                    Principal Accounting Officer

/s/ P. A. Crossgrove                      

P.A. Crossgrove, Director 

In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.

Signature                                Title                                        Date 

 /s/ T. M. Williams                  President, C.E.O.                        June 24, 2005

T.M. Williams                        and Director

 /s/ P. A. Crossgrove              Director                                      June 24, 2005

P.A. Crossgrove

 /s/ H. W. Bromley                  Chief Financial Officer                 June 24, 2005

H. W. Bromley                        and Principal Accounting

                                                Officer

Page 21

EX-4

BINGO.COM, INC.

2001 STOCK OPTION PLAN

         1. PURPOSE. The Plan is intended to provide incentive to employees, directors, advisors and consultants of the Corporation to encourage proprietary interest in the Corporation, to encourage such employees to remain in the employ of the Corporation or such directors, advisors and consultants to remain in the service of the Corporation, and to attract new employees, directors, advisors and consultants with outstanding qualifications.  

         2. DEFINITIONS. Unless otherwise defined herein or the context otherwise requires, the capitalized terms used herein shall have the following meanings:

(a) "Administrator" shall mean the Board or the Plan Committee of the Board, whichever shall be administering the Plan from time to time in the discretion of the Board, as described in Section 4 of the Plan.

(b) "Board" shall mean the Board of Directors of the Corporation.

(c) "Change of Control" shall mean, a change of control of a nature that would be required to be reported in response to Item 1 of Form 8-K required to be filed pursuant to the Exchange Act; provided that, without limitation, such a Change of Control shall be deemed to have occurred if:

(i)     the Shareholders of the Corporation approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Corporation's assets and properties; or

(ii)    any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act), other than the Corporation or any "person" who as of the date this Plan is adopted by the Board, is a director or officer of the Corporation (including any trust of such director or officer), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing fifty percent (50%) or more of the combined voting power of the Corporation's then outstanding securities; provided, however, that the following shall not constitute a "Change of Control" of the Corporation:

(a) any acquisition directly from the Corporation (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities);

(b) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation; or

(c) upon the death of any person who as of the date of this Agreement is a director or officer of the Corporation, the transfer (x) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (y) by the provisions of any living trust to the named current income beneficiaries thereof of the securities of the Corporation beneficially owned by such director or officer of the Corporation; or

Page 1

(iii)      during any period of two consecutive years during the term of this Plan, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or

(iv) the Shareholders of the Corporation approve the dissolution of the Corporation or a definitive agreement to merge or consolidate the Corporation with or into another entity in which the Corporation is not the continuing or surviving corporation or pursuant to which any shares of the Corporation's stock would be converted into cash, securities or other property of another entity, other than a merger of the Corporation in which holders of the Shares immediately prior to the merger own, either directly or indirectly, fifty percent (50%) or more of the equity interests or combined voting power of the surviving entity immediately after the merger as immediately before.

(d)   "Code" shall mean the Internal Revenue Code of 1986, as amended.

(e)   "Commission" shall mean the Securities and Exchange Commission.

(f)  "Corporation" shall mean Bingo.com, Inc., a Florida corporation.

(g) "Disability" shall mean a medically determinable physical or mental impairment which has made an individual incapable of engaging in any substantial gainful activity. A condition shall be considered a Disability only if (i) it can be expected to result in death or has lasted or it can be expected to last for a continuous period of not less than twelve (12) months, and (ii) the Administrator, based upon medical evidence, has expressly determined that Disability exists.

(h)   "Employee" shall mean an individual who is employee (within the meaning of Section 3401 of the Code and the regulations thereunder) by the Corporation.

(i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

(j) "Exercise Price" shall mean the price per Share determined by the Administrator, at which an Option may be exercised.

(k) "Fair Market Value" shall mean the value of one (1) Share, determined as follows:

(i) If the Shares are (A) listed on an exchange, the closing price as reported for composite transactions on the date of valuation, or, if no sale occurred on that date, then the mean between the closing bid and asked prices on such exchange on such date, or (B) traded on the National Market System (the "NMS") of The Nasdaq Stock Market, Inc. ("Nasdaq"), the last sale price on the date of valuation, or if no sale occurred on that date, the last sale price on the business day immediately prior to the date of valuation, or, if no sale occurred on such date, then the mean between the highest bid and lowest asked prices as of the close of business on the business day immediately prior to the date of valuation, as reported on Nasdaq;

Page 2

(ii) If the Shares are not traded on an exchange or the NMS but are otherwise traded over-the-counter, the mean between the highest bid and lowest asked prices quoted on Nasdaq as of the close of business on the date of valuation, or, if on such day such Shares are not quoted on Nasdaq, the mean between the representative bid and asked prices on such date in the United States over-the-counter market as reported by the OTC Bulletin Board or the National Quotation Bureau, Inc., or any similar successor organization; or

(iii) If neither clause (i) nor (ii) above applies, the Fair Market Value shall be determined by the Administrator in good faith. Such determination shall be conclusive and binding on all persons.

(l) "Grant Date" shall mean the date on which the granting of an Option is authorized by the Administrator or such other date as prescribed by the Administrator.

(m) "Incentive Stock Option" shall mean an option described in Section 422 of the Code.

(n) "Nonstatutory Stock Option" shall mean an option that does not meet the requirements of Section 422(b) of the Code or is not intended to be an Incentive Stock Option.

(o) "Option" shall mean any stock option granted pursuant to the Plan.

(p) "Option Agreement" shall mean a written stock option agreement evidencing the grant of an Option.

(q) "Option Limit" shall have the meaning assigned to it in Section 6.

(r) "Optionee" shall mean a Participant who has received an Option.

(s) "Participant" shall have the meaning assigned to it in Section 5(a) hereof.

(t) "Plan" shall mean this Bingo.com, Inc. 2001 Stock Option Plan, as it may be amended from time to time.

(u) "Plan Committee" shall mean a committee of two or more directors appointed by the Board to administer the Plan.

(v) "Purchase Price" shall mean the Exercise Price multiplied by the number of Shares with respect to which an Option is exercised.

(w) "Retirement" shall mean the voluntary termination of employment by an employee after qualifying for early or normal retirement under any pension plan or profit sharing or benefit plan of the Corporation or its Subsidiaries. If an employee is not covered by any such plan, "Retirement" shall mean voluntary termination of employment after the employee has attained age sixty-five (65) and after the employee has attained the tenth (10th) anniversary of his or her last preceding date of hire, or as otherwise determined in the Administrator's sole discretion.

(x) "Section 16 Participant" shall mean a Participant who is (or, in the opinion of the Administrator, may be) generally subject to the Section 16 Requirements with respect to purchases and sales of Shares or other equity securities of the Corporation.

Page 3

(y) "Section 16 Requirements" shall mean the those obligations and requirements imposed on officers and directors by Sections 16(a) and 16(b) of the Exchange Act and the rules of the Commission promulgated thereunder.

(z) "Securities Act" shall mean the Securities Act of 1933, as amended.

(aa) "Subsidiary" shall mean any subsidiary corporation as defined in Section 425(f) of the Code.

(bb) "Share" shall mean one share of Common Stock of the Corporation, adjusted in accordance with Section 10 of the Plan (if applicable).

(cc) "Shareholders" shall mean holders of Shares.

(dd) "Transfer Agent" shall mean a third-party organization retained by the Corporation to maintain the stock transfer records of the Corporation.

         3. EFFECTIVE DATE. The Plan was adopted by the Board effective May 31, 2001. Options granted prior to obtaining Shareholder approval in accordance with Section 15 of the Plan shall be granted subject to such shareholder approval and must be rescinded if such approval is not obtained in accordance with such section.

         4.        ADMINISTRATION.

                  (a) Administrator. Subject to subsection (c) below, the Plan shall be administered, in the discretion of the Board from time to time, by the Board or by a Plan Committee which shall be appointed by the Board. The Board may from time to time remove members from, or add members to, the Plan Committee. Vacancies on the Plan Committee, however caused, shall be filled by the Board. The Board shall appoint one of the members of the Plan Committee as Chairman. The Administrator shall hold meetings at such times and places as it may determine. Acts of a majority of the members of the Administrator at which a quorum is present, or acts reduced to or approved in writing by the unanimous consent of the members of the Administrator, shall be the valid acts of the Administrator.

                  (b) Powers of Administrator. The Administrator shall from time to time at its discretion select the Optionees who are to be granted Options, determine the number of Shares to be subject to Options to be granted to each Optionee and designate such Options as Incentive Stock Options or Nonstatutory Stock Options. The Administrator shall have full power and authority to operate, manage and administer the Plan and interpret and construe the Plan and the terms of all Option Agreements. The interpretation and construction by the Administrator of any provision of the Plan or of any Option or Option Agreement shall be final. No member of the Administrator shall be liable for any action or determination made in good faith with respect to the Plan or any Option.

                  (c) Disinterested Administration. If the Shares are registered under the Exchange Act and Section 16 Participants are to receive grants of Options hereunder, such grants shall be approved by the Board or by a Plan Committee, or a subcommittee of the Plan Committee or other committee of the Board, consisting solely of two or more directors, each of whom shall be a "non-employee director" within the meaning of Rule 16b-3(b)(3) of the Exchange Act and an "outside director" within the meaning of Section 162(m) of the Code.

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5.       PARTICIPATION  

(a) Eligibility. The Optionee shall be such persons (collectively, "Participants"; individually a "Participant") as the Administrator may select from among the following classes of persons, subject to the terms and conditions of Section 5(b) below:

(i)  Employees (who may be officers, whether or not they are directors) of the Corporation or of a Subsidiary and non-employees to whom an offer of employment has been extended; and

(ii) directors, advisors and consultants of the Corporation or a Subsidiary.

         Notwithstanding provisions of the first paragraph of this Section 5(a), the Administrator may at any time or from time to time designate one or more directors as being ineligible for selection as Participants in the Plan for any period or periods of time. The Administrator may, in its sole discretion and upon such terms as it deems appropriate, require as a condition of the grant of an Option to a Participant that the Participant surrender for cancellation some or all of the Options which have been previously granted to such person under this Plan or otherwise. An Option, the grant of which is conditioned upon such surrender, may have an option price lower (or higher) than the exercise price of such surrendered Option, may cover the same (or a lesser or greater) number of shares as such surrendered Option, may contain such other terms as the

Administrator deems appropriate, and shall be exercisable in accordance with its terms, without regard to the number of shares, price, exercise period or any other term or condition of such surrendered Option.

(b) Ten-Percent Shareholders. To the extent required by law or regulation, a Participant who, at the time of grant, owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Corporation or its parent shall not be eligible to receive an Option unless (i) the Exercise Price of the Shares subject to such Option is at least one hundred ten percent (110%) of the Fair Market Value of such Shares on the Grant Date.

(c) Stock Ownership. For purposes of Section 5(b) above, in determining stock ownership, a Participant shall be considered as owning the stock owned, directly or indirectly, by or for his or her brothers and sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be considered as being owned proportionately by or for its shareholders, partners or beneficiaries. Stock with respect to which such Participant holds an Option shall not be counted.

(d) Outstanding Stock. For purposes of Section 5(b) above, "outstanding stock" shall include all stock actually issued and outstanding immediately after the grant of the Option to the Optionee. "Outstanding stock" shall not include Shares authorized for issue under outstanding Options held by the Optionee or by any other person.

         6. STOCK. The stock subject to Options granted under the Plan shall be from the Corporation's authorized but unissued or reacquired Shares. The aggregate number of Shares which may be issued upon exercise of Options under the Plan at any time shall not exceed Two Million (2,000,000) Shares (the "Option Limit"), subject to adjustment as provided for in this Plan. Notwithstanding the foregoing, for so long as the Corporation shall be subject to the California Corporate Securities Law of 1968, as amended (the "California Securities Law"), in connection with the Plan and Options granted thereunder, the total number of Shares issuable upon exercise of all outstanding Options and the total number of Shares provided for under any 

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stock bonus or similar plan of the Corporation may not exceed the applicable percentage as calculated in accordance with the conditions and exclusions of Section 260.140.45 of Title 10 of the California Code of Regulations based on the Shares of the Corporation which are outstanding at the time the calculation is made. Notwithstanding the foregoing, upon the full or partial payment of any Purchase Price by the transfer to the Corporation of Shares or upon satisfaction of tax withholding provisions in connection with any such exercise or any other payment made or benefit realized under this Plan by the transfer or relinquishment of Shares, there shall be deemed to have been issued or transferred under this Plan only the net number of Shares actually issued or transferred by the Corporation. In the event any outstanding Option granted under this Plan for any reason expires or is cancelled or terminated, the Shares allocable to the unexercised portion of such Option shall again be available to be granted as Options under this Plan. Notwithstanding the previous sentence, to the extent required by Section 162(m) of the Code, Shares subject to Options which are cancelled continue to be counted against the Option Limit and if, after an Option grant, the price of Shares subject to such Option is reduced, the transaction is treated as a cancellation of the Option and a grant of a new Option and both the Option deemed to be cancelled and the Option deemed to be granted are counted against the Option Limit. The limitations established by this Section 6 shall be subject to adjustment in the manner provided in Section 10 hereof upon the occurrence of an event specified in Section 10.

         7.        TERMS AND CONDITIONS OF OPTIONS.

                  (a) Stock Option Agreements. Each Option shall be evidenced by an Option Agreement in such other form as the Administrator shall from time to time determine. Such Option Agreements need not be identical but shall comply with and be subject to the terms and conditions set forth in this Section 7.

                  (b) Nature of Option. Each Option shall state whether it is an Incentive Stock Option or a Nonstatutory Stock Option.

                  (c) Optionee's Undertaking. Each Optionee shall agree to remain in the employ or service of the Corporation and to render services for a period as shall be determined by the Administrator, from the Grant Date of the Option or such other date agreed to by the Optionee and the Corporation, but such agreement shall not impose upon the Corporation any obligation to retain the Optionee in their employ or service for any period.

                  (d) Number of Shares. Each Option shall state the number of Shares to which it pertains and shall provide for the adjustment thereof in accordance with the provisions of Section 10 hereof.

                  (e) Exercise Price; Exercise of Options. Each Option shall state the Exercise Price. To the extent required by law or regulation, the Exercise Price in the case of an Option granted to an Optionee described in Section 5(b) hereof, shall not be less than one hundred ten percent (110%) of the Fair Market Value on the Grant Date. The Exercise Price in the case of any Nonstatutory Stock Option, shall not be less than eighty-five percent (85%) of the Fair Market Value on the Grant Date. The Exercise Price in the case of any Incentive Stock Option granted to persons other than to an Optionee described in Section 5(b) hereof, shall not be less than the Fair Market Value on the Grant Date. At the sole discretion of the Administrator, any Option granted under this Plan to any Participant may be exercisable in whole or in part immediately upon the grant thereof, or only after the occurrence of a specified event and/or only in instalments, which instalments may be equal or otherwise, and which instalments may vary as to the number thereof as well as to whether any unexercised instalments are cumulative through the life of a particular Option; 

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provided that, in any event, to the extent required by law or regulation such Option shall be exercisable at a minimum rate of at least twenty percent (20%) per year over the period five years from the Grant Date for the Option in question; however, in the case of an Option granted to a Participant who is a director, consultant, advisor or officer of the Corporation, the Administrator may provide that the Option may become fully exercisable, subject to reasonable conditions such as continued employment or service to the Corporation, at any time or during any period established by the Administrator.

                  (f) Medium and Time of Payment; Notice. The Purchase Price shall be payable in full in United States dollars upon the exercise of the Option; provided, however, that if the applicable Option Agreement so provides, or the Administrator in its sole discretion otherwise approves thereof, the Purchase Price may (to the extent permitted by applicable law) be paid by the surrender of Shares in good form for transfer, owned by the person exercising the Option and having a Fair Market Value on the date of exercise equal to the Purchase Price.

         In the event the Corporation determines that it is required to withhold state, United States Federal or foreign income tax as a result of the exercise of an Option, as a condition to the exercise thereof, an Optionee must make arrangements satisfactory to the Corporation to enable it to satisfy such withholding requirements before the Optionee shall be permitted to exercise the Option. Payment of such withholding requirements may be made, in the discretion of the Administrator, (i) in cash, (ii) by delivery of Shares registered in the name of the Optionee and held for a period of six (6) months or more by the Optionee or (iii) any combination of (i) and (ii) above.

         The Optionee shall exercise an Option by completing and delivering to the Corporation, concurrently with the payment of the Purchase Price in the manner described above, an exercise notice in such form as the Administrator shall from time to time determine.

                  (g) Term and Non-Transferability of Options. Each Option shall state the time or times when all or part thereof becomes exercisable. No Option shall be exercisable after the expiration of ten (10) years (or less, in the discretion of the Administrator) from the Grant Date; except that no Incentive Stock Option granted to an Optionee described in Section 5(b) hereof shall be exercisable after the expiration of five (5) years from the Grant Date (or less, in the discretion of the Administrator). During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or the Optionee's guardian or legal representative and shall not be assignable or transferable. The Option shall not be transferable by the Optionee other than by will or the laws of descent and distribution. Any other attempted alienation, assignment, pledge, hypothecation, attachment, execution or similar process, whether voluntary or involuntary, with respect to all or any part of any Option or right thereunder, shall be null and void and, at the Corporation's option, shall cause all of the Optionee's rights under the Option to terminate.

                  (h) Cessation of Employment (Except by Death, Disability or Retirement). If an 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 pursuant to death, Disability or Retirement, such Optionee shall have the right, subject to the restrictions referred to in Section 7(g) above, to exercise the Option at any time within ninety (90) days after such cessation, but, except as otherwise provided in the applicable Option Agreement, only to the extent that, at the date of such cessation, the Optionee's right to exercise such Option had accrued pursuant to the terms of the applicable Option Agreement and had not previously been exercised.

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         For purposes of this Section 7(h), the employment relationship shall be treated as continuing intact while the Optionee is on military leave, sick leave or other bona fide leave of absence (to be determined in the sole discretion of the Administrator). The foregoing notwithstanding, in the case of an Incentive Stock Option, employment shall not be deemed to continue beyond the ninetieth (90th) day after the Optionee ceased active employment, unless the Optionee's reemployment rights are guaranteed by statute or by contract.  

                  (i) Death of Optionee. If an Optionee's employment or service with the Corporation ceases by reason of the Optionee's death, or after ceasing to be a Participant but during the period in which he or she could have exercised the Option under this Section 7, and has not fully exercised the Option, then the Option may be exercised in full, subject to the restrictions referred to in Section 7(g) above, at any time within twelve (12) months after the Optionee's death by the 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, but, except as otherwise provided in the applicable Option Agreement, only to the extent that, at the date of death, the Optionee's right to exercise such Option had accrued and had not been forfeited pursuant to the terms of the applicable Option Agreement and had not previously been exercised.

                  (j) Disability of Optionee. If an Optionee's employment or service with the Corporation ceases by reason of the Optionee's Disability, such Optionee shall have the right, subject to the restrictions referred to in Section 7(g) above, to exercise the Option at any time within twelve (12) months after such cessation by reason of Disability, but, except as provided in the applicable Option Agreement, only to the extent that, at the date of such cessation, the Optionee's right to exercise such Option had accrued pursuant to the terms of the applicable Option Agreement and had not previously been exercised.

                  (k) Retirement of Optionee. If an Optionee's employment or service with the Corporation ceases by reason of the Optionee's Retirement, such Optionee shall have the right, subject to the restrictions referred to in Section 7(g) above, to exercise the Option at any time within ninety (90) days after the date of Retirement, but only to the extent that, at the date of such cessation, the Optionee's right to exercise such Option had accrued pursuant to the terms of the applicable Option Agreement and had not previously been exercised.

                  (l) Time of Cessation of Service. For purposes of this Plan, the Optionee's employment or service shall be deemed to have ceased or be terminated on the date when the Optionee's employment or service in fact ceased or Optionee is in fact terminated.

                  (m) Rights as a Shareholder. No one shall have rights as a Shareholder with respect to any Shares covered by an Option until the date of the issuance of a stock certificate for such Shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property), distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 10 hereof.

                  (n) Modification, Extension and Renewal of Options. Within the limitations of the Plan, the Administrator may modify an Option, extend or renew outstanding Options or accept the cancellation of outstanding Options (to the extent not previously exercised) for the granting of new Options in substitution therefore. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted. With the consent of the affected Optionee, the Administrator may cancel any agreement evidencing Options. In the event of such cancellation, the Administrator may authorize the granting of new Options, which may or may not cover the same number of 

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Shares that have been the subject of the prior award, at such Exercise Price and subject to such terms, conditions and discretions as would have been applicable under this Plan had the cancelled Options not been granted.

                  (o) Substitution of Options. Notwithstanding any inconsistent provisions or limits under the Plan, in the event the Corporation acquires (whether by purchase, merger or otherwise) all or substantially all of outstanding capital stock or assets of another corporation or of any reorganization or other transaction qualifying under Section 424 of the Code, the Administrator may, in accordance with the provisions of that Section, substitute Options under the Plan for options under the plan of the acquired corporation; provided, however, that (i) the excess of the aggregate fair market value of the shares subject to an option immediately after the substitution over the aggregate option price of such shares is not more than the similar excess immediately before such substitution and (ii) the new option does not give persons additional benefits, including any extension of the exercise period.

                  (p) Forfeiture of Option Gain and Unexercised Options Held By Directors, Officers or Consultants who Engage in Certain Activities. At the discretion of the Administrator, and unless otherwise prohibited by applicable laws, an Option Agreement provided to a director, officer or consultant of the Corporation may provide that if at any time within (i) the term of an Option granted to a Optionee or (ii) within one year after the termination of such Optionee's employment or service with the Corporation for any reason or no reason or (iii) within one year after such Optionee exercises any portion of an Option, whichever is the latest, such Optionee engages in any activity in direct competition with the principal business of the Corporation, or inimical, contrary or harmful to the interests of the Corporation, including, but not limited to: (A) conduct related to Optionee's employment for which either criminal or civil penalties against Optionee may be sought, (B) violation of Corporation policies, including, without limitation, the Corporation's insider trading policy, (C) accepting employment with or serving as a consultant, advisor or in any other capacity to an employer that is in direct competition with or acting against the interests of the Corporation, including employing or recruiting any present, former or future employee of the Corporation, (D) disclosing or misusing any confidential information or material concerning the Corporation, or (E) participating in a hostile takeover attempt against the Corporation, then, at the discretion of the Administrator, (1) any Options granted under the Plan to such Optionee shall terminate effective the date on which such Optionee entered into such activity, unless terminated sooner by operation of another term or condition of the Plan, and (2) any gain realized by such Optionee from exercising all or a portion of any Option shall be paid by Optionee to the Corporation.

                  (q) Right of Set-Off. Optionee shall consent to a deduction from any amounts the Corporation owes Optionee from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay, as well as any other amounts owed to Optionee by the Corporation), to the extent of the amounts Optionee owes the Corporation, including pursuant to subparagraph

      (p) above. Whether or not the Corporation elects to make any set-off in whole or in part, if the Corporation does not recover by means of set-off the full amount Optionee owes to the Corporation, Optionee shall agree to pay immediately the unpaid balance to the Corporation.

                  (r) Other Provisions. An Option Agreement authorized under the Plan may contain such terms and provisions not inconsistent with the terms of the Plan (including, without limitation, restrictions upon the exercise of the Option) as the Administrator shall deem advisable in its sole and absolute discretion.  

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         8.        LIMITATION ON ANNUAL AWARDS.

                  (a) Limitation on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined as of the Grant Date) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year under the Plan and all other plans maintained by the Corporation or its parent, exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For the purposes of this Section 8, Incentive Stock Options shall be taken into account in the order in which they were granted.

                   (b) Limitation on Total Options Granted. As long as the Plan is in effect, at no time will Options granted to any Participant pursuant to the Plan exceed 1,000,000 Shares, subject to adjustment as provided for in Section 10.

         9.       TERM OF PLAN.  Options may be granted pursuant to the Plan until the expiration of the Plan ten (10) years after the effective date referred to in Section 3.

         10.       EFFECT OF CERTAIN EVENTS.

                  (a) Adjustments Upon Changes in Stock. The Administrator shall make or provide for such adjustments in the Option Limit, the Exercise Price and in the number or kind of shares or other securities (including shares or other securities of another issuer) covered by this Plan and outstanding Options as the Administrator in its sole discretion, exercised in good faith, shall determine is equitably required to prevent dilution or enlargement of rights of optionees that would otherwise result from (a) any stock dividend, stock split, combination of shares, issuance of rights or warrants to purchase stock, spin-off, recapitalization or other changes in the capital structure of the Corporation, (b) any merger, consolidation, reorganization or partial or complete liquidations, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. The Administrator also shall make or provide for such adjustment in the number or kind of shares of the Corporation's capital stock or other securities (or in shares or other securities of another issuer) which may be acquired pursuant to Options granted under the Plan and the number of such securities to be awarded to each Optionee as the Administrator in its sole discretion, shall determine is appropriate to reflect any transaction or event described in the preceding sentence. In the event of any such transaction or event, the Administrator may provide in substitution for any or all outstanding Options under the Plan such alternative consideration (including securities of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Options so replaced. In any case, such substitution of securities shall not require the consent of any person who is granted Options pursuant to the Plan. The determination of the Administrator as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive.

(b) Change of Control. In addition to the rights set forth in Section 10(a) above, in the event of a Change of Control, the Administrator may in its sole discretion, without obtaining Shareholder approval or the consent of any person granted Options under the Plan, take one or more of the following actions:

(i)       Accelerate the exercise dates of any outstanding Option, or make the Option fully vested and exercisable;

(ii)      Pay cash to any or all owners of Options in exchange for the cancellation of their outstanding Options; or

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(iii)     Make any other adjustments or amendments to the Plan and outstanding Options and substitute new Options for outstanding Options.

                  (c) Adjustment Determination. To the extent that the foregoing adjustments relate to securities of the Corporation, such adjustments shall be made by the Administrator, whose determination shall be conclusive and binding on all persons.

                  (d) Limitation on Rights. Except as expressly provided in this Section 10, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spinoff of assets or stock of another corporation, and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

         11.       SECURITIES LAW REQUIREMENTS.

                  (a) Legality of Issuance.  No Shares shall be issued upon the exercise of any Option unless and until the Corporation has determined that:

(i)      it and the Optionee have taken all actions required to register the offer and sale of the Shares under the Securities Act, or to perfect an exemption from the registration requirements thereof;

(ii)      any applicable listing requirement of any stock exchange on which the Shares are listed has been satisfied; and

(iii)      any other applicable provision of state, United States Federal or foreign law has been satisfied.

                  (b) Restrictions on Transfer; Representations of Optionee; Legends. Regardless of whether the offering and sale of Shares under the Plan has been registered under the Securities Act or has been registered or qualified under the securities laws of any state, the Corporation may impose restrictions upon the grant of Options and the sale, pledge or other transfer of Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Corporation and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities Act, the securities laws of any state or any other law. In the event that the sale of Shares under the Plan is not registered under the Securities Act but an exemption is available which requires an investment representation or other representation, each Optionee shall be required to represent that such Shares are being acquired for investment, and not with a view to the sale or distribution thereof, and to make such other representations as are deemed necessary or appropriate by the Corporation and its counsel. Stock certificates evidencing Shares acquired under the Plan pursuant to an unregistered transaction shall bear the following restrictive legend and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law:

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"THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY TRANSFER OR PLEDGE OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER OR PLEDGE TO COMPLY WITH THE ACT."

         Any determination by the Corporation and its counsel in connection with any of the matters set forth in this Section 11 shall be conclusive and binding on all persons.

                  (c) Registration or Qualification of Securities. The Corporation may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law. The Corporation shall not be obligated to take any affirmative action in order to cause the sale of Shares under the Plan to comply with any law.

                  (d) Exchange of Certificates. If, in the opinion of the Corporation and its counsel, any legend placed on a stock certificate representing Shares sold under the Plan is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

         12. AMENDMENT OF THE PLAN. The Board may from time to time, with respect to any Shares at the time not subject to Options, suspend or discontinue the Plan or revise or amend it in any respect whatsoever except that, without the approval of the Corporation's Shareholders, no such revision or amendment shall:

                  (a) Be made if Shareholder approval is required by applicable law, regulation or the requirements of The Nasdaq Stock Market or any exchange or interdealer network where the Shares are trading;

                  (b) Increase the number of Shares which may be issued under the Plan; or

                   (c) Amend this Section 12 to defeat its purpose.

         Without limiting the generality of the foregoing, the Administrator may amend this Plan to eliminate provisions which are no longer necessary as a result of changes in tax or securities laws or regulations, or in the interpretation thereof.

         13 FINANCIAL STATEMENTS. Each Optionee shall receive financial statements of the Corporation not less than annually.

         14 APPLICATION OF FUNDS.  The proceeds received by the Corporation from the sale of Shares pursuant to the exercise of an Option will be used for general corporate purposes.

         15 APPROVAL OF SHAREHOLDERS. The Plan must be approved by the affirmative vote of the holders of a majority of the Corporation's outstanding shares of voting capital stock on or before the date twelve (12) months from the date the Plan was adopted by the Board.

         16 GOVERNING LAW. This Plan, and the Option Agreements, shall be governed by and enforced and construed in accordance with the internal substantive laws (and not the laws of conflicts of laws) of the State of California.

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         To record the adoption of the Plan by the Board as of May 31, 2001, the Board has caused its authorized officers to sign the Plan and affix the corporate seal hereto.

                                BINGO.COM, INC.

                                By:  /s/ Shane Murphy

                                   - -------------------------------------------

                                     Shane Murphy

                                     Chairman of the Board, President

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EX-4

BINGO.COM, LTD.

1999 STOCK OPTION AGREEMENT

THIS AGREEMENT is entered into as of the ____ day of ___________, 20__ (the "Grant Date"), between Bingo.com, Ltd., an Anguilla, British West Indies corporation (the "Corporation"), and __________ (the "Optionee").

R E C I T A L S

A.                    The Board of Directors of the Corporation (the "Board") has established the Bingo.com, Ltd. 1999 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.

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

4.         RIGHT TO EXERCISE.  Subject to the conditions set forth in this Agreement and in the Plan, the Option shall be exercisable immediately upon grant.

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.

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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 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 

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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.

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 non-assessable 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 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;

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(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 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.            NOTICES.  Any notice to the Corporation contemplated by this Agreement shall be addressed to it in care of its President, Spencer House, Box 821, The Valley, Anguilla, British West Indies, 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.

20.            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.

21.            CHOICE OF LAW.  This Agreement shall be governed by and construed in accordance with the laws of Anguilla, British West Indies.

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

                                                                        BINGO.COM, LTD.

                                                                        Per:

                                                                                    Authorized Signatory

                                                                        Optionee:

                                                                        Print Name

                                                                        Signature

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EX-4

BINGO.COM, LTD.

2001 STOCK OPTION AGREEMENT

THIS AGREEMENT is entered into as of the ____ day of ___________, 20__ (the "Grant Date"), between Bingo.com, Ltd., an Anguilla, British West Indies corporation (the "Corporation"), and __________ (the "Optionee").

R E C I T A L S

A.                    The Board of Directors of the Corporation (the "Board") has established the Bingo.com, Ltd. 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.

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

4.         RIGHT TO EXERCISE.  Subject to the conditions set forth in this Agreement and in the Plan, the Option shall be exercisable immediately upon grant.

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.

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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 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 

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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.

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 non-assessable 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 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;

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(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 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.            NOTICES.  Any notice to the Corporation contemplated by this Agreement shall be addressed to it in care of its President, Spencer House, Box 821, The Valley, Anguilla, British West Indies, 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.

20.            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.

21.            CHOICE OF LAW.  This Agreement shall be governed by and construed in accordance with the laws of Anguilla, British West Indies.

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

                                                                        BINGO.COM, LTD.

                                                                        Per:

                                                                                    Authorized Signatory

                                                                        Optionee:

                                                                        Print Name

                                                                        Signature

Page 5

EX-4

BINGO.COM, INC.

NON-QUALIFIED STOCK OPTION PLAN

         The Bingo.com, Inc. Non-Qualified Stock Option Plan (the "Plan"), effective September 1, 1999, provides for the granting of options to acquire shares of common stock (the "Common Stock"), of Bingo.com, Inc., a Florida corporation (the "Company"). Stock options granted under this Plan are referred to as "Options."

1.       PURPOSES.

         The purposes of this Plan are to retain the services of valued key employees and consultants of the Company and such other persons as the Plan Administrator shall select in accordance with Section 3 below, to encourage such persons to acquire a greater proprietary interest in the Company, thereby strengthening their incentive to achieve the objectives of the shareholders of the Company, and to serve as an aid and inducement in the hiring of new employees and to provide an equity incentive to consultants and other persons selected by the Plan Administrator.

2.       ADMINISTRATION.

         This Plan shall be administered initially by the Board of Directors of the Company (the "Board"), except that the Board may, in its discretion, establish a committee composed of two (2) or more members of the Board or two (2) or more other persons to administer the Plan, which committee (the "Committee") may be an executive, compensation or other committee, including a separate committee especially created for this purpose. The Committee shall have the powers and authority vested in the Board hereunder (including the power and authority to interpret any provision of the Plan or of any Option). The members of any such Committee shall serve at the pleasure of the Board. A majority of the members of the Committee shall constitute a quorum, and all actions of the Committee shall be taken by a majority of the members present. Any action may be taken without a meeting by a written instrument signed by all of the members of the Committee and any action so taken shall be fully effective as if it had been taken at a meeting. The Board or, if applicable, the Committee is referred to herein as the "Plan Administrator."

         Subject to the provisions of this Plan, and with a view to effecting its purpose, the Plan Administrator shall have sole authority, in its absolute discretion, to (i) construe and interpret this Plan; (ii) define the terms used in the Plan; (iii) prescribe, amend and rescind the rules and regulations relating to this Plan; (iv) correct any defect, supply any omission or reconcile any inconsistency in this Plan; (v) grant Options under this Plan; (vi) determine the individuals to whom Options shall be granted under this Plan; (vii) determine the time or times at which Options shall be granted under this Plan; (viii) determine the number of shares of Common Stock subject to each Option, the exercise price of each Option, the duration of each Option and the times at which each Option shall become exercisable; (ix) determine all other terms and conditions of the Options; and (x) make all other determinations and interpretations necessary and advisable for the administration of the Plan. All decisions, determinations and interpretations made by the Plan Administrator shall be binding and conclusive on all participants in the Plan and on their legal representatives, heirs and beneficiaries.

         The Board or, if applicable, the Committee may delegate to one or more executive officers of the Company the authority to grant Options under this Plan to employees of the Company who, on the Date of Grant, are not subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to the Common Stock ("Non-Insiders"), and are not "covered employees" as such term is defined for purposes of Section 162(m)(3) of the Code 

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("Non-Covered Employees"), and in connection therewith the authority to determine: (i) the number of shares of Common Stock subject to such Options; (ii) the duration of the Option; (iii) the vesting schedule for determining the times at which such Option shall become exercisable; and (iv) all other terms and conditions of such Options. The exercise price for any Option granted by action of an executive officer or officers pursuant to such delegation of authority shall not be less than the fair market value per share of the Common Stock on the Date of Grant. Unless expressly approved in advance by the Board or the Committee, such delegation of authority shall not include the authority to accelerate vesting, extend the period for exercise or otherwise alter the terms of outstanding Options. The term "Plan Administrator" when used in any provision of this Plan other than Sections 2, 5(f), 5(m), and 11 shall be deemed to refer to the Board or the Committee, as the case may be, and to any executive officer to whom the Board or Committee, as applicable, has delegated authority to grant Options pursuant to the Plan, insofar as such provisions may be applied to persons that are Non-Insiders and Non-Covered Employees and Options granted to such persons.

3.       ELIGIBILITY.

         Options may be granted to Employees and to such other persons who are not Employees as the Plan Administrator shall select. Options may be granted in substitution for outstanding Options of another corporation in connection with the merger, consolidation, acquisition of property or stock or other reorganization between such other corporation and the Company or any subsidiary of the Company. Options also may be granted in exchange for outstanding Options. Any person to whom an Option is granted under this Plan is referred to as an "Optionee." Any person who is the owner of an Option is referred to as a "Holder."

4.       STOCK.

         The Plan Administrator is authorized to grant Options to acquire up to a total of 1,895,000 shares of the Company's authorized but unissued, or reacquired, Common Stock which shares have been reserved for this purpose. The number of shares with respect to which Options may be granted hereunder is subject to adjustment as set forth in Section 5(m) hereof. In the event that any outstanding Option expires or is terminated for any reason, the shares of Common Stock allocable to the unexercised portion of such Option may again be subject to an Option granted to the same Optionee or to a different person eligible under Section 3 of this Plan; provided however, that any cancelled Options will be counted against the maximum number of shares with respect to which Options may be granted to any particular person as set forth in Section 3 hereof.

5.       TERMS AND CONDITIONS OF OPTIONS.

         Each Option granted under this Plan shall be evidenced by a written agreement approved by the Plan Administrator (the "Agreement"). Agreements may contain such provisions, not inconsistent with this Plan, as the Plan Administrator in its discretion may deem advisable. All Options also shall comply with the following requirements:

         (a)      Number of Shares and Type of Option.

                  Each Agreement shall state the number of shares of Common Stock to which it pertains. All Options shall be Non-Qualified Stock Options, that is, options which do not qualify for treatment under Section 422 of the Internal Revenue Code of 1986, as amended ("Code") 

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         (b)       Date of Grant.

                  Each Agreement shall state the date the Plan Administrator has deemed to be the effective date of the Option for purposes of this Plan (the "Date of Grant").

        (c)      Option Price.

                  Each Agreement shall state the price per share of Common Stock at which it is exercisable. The exercise price shall be fixed by the Plan Administrator at whatever price the Plan Administrator may determine in the exercise of its sole discretion; provided that the per share exercise price for any Option granted to a "covered employee" as such term is defined for purposes of Section 162(m)(3) of the Code ("Covered Employee") shall not be less than the fair market value per share of the Common Stock at the Date of Grant as determined by the Plan Administrator in good faith; and, provided further, that Options granted in substitution for outstanding options of another corporation in connection with the merger, consolidation, acquisition of property or stock or other reorganization involving such other corporation and the Company or any subsidiary of the Company may be granted with an exercise price equal to the exercise price for the substituted option of the other corporation, subject to any adjustment consistent with the terms of the transaction pursuant to which the substitution is to occur.

         (d)       Duration of Options.

                  At the time of the grant of the Option, the Plan Administrator shall designate, subject to paragraph 5(g) below, the expiration date of the Option. In the absence of action to the contrary by the Plan Administrator in connection with the grant of a particular Option, all Options granted under this Section 5 shall expire ten (10) years from the Date of Grant.

         (e)       Vesting Schedule.

                  No Option shall be exercisable until it has vested. The vesting schedule for each Option shall be specified by the Plan Administrator at the time of grant of the Option prior to the provision of services with respect to which such Option is granted; provided, that if no vesting schedule is specified at the time of grant, the Option shall vest according to the following schedule:

          Number of Years                       Percentage of Total

      Following Date of Grant                      Option Vested

- -------------------------------------     - ---------------------------------

                One                                      20%

                Two                                      40%

               Three                                     60%

                Four                                     80%

                Five                                     100%

         The Plan Administrator may specify a vesting schedule for all or any portion of an Option based on the achievement of performance objectives established in advance of the commencement by the Optionee of services related to the achievement of the performance objectives. Performance objectives shall be expressed in terms of one or more of the following: return on equity, return on assets, share price, market share, sales, earnings per share, costs, net earnings, net worth, inventories, cash and cash equivalents, gross margin or the Company's performance relative to its internal business plan. Performance objectives may be in respect of the 

Page 3

performance of the Company as a whole (whether on a consolidated or unconsolidated basis any parent or subsidiary corporation, or any subdivision, operating unit, product or product line of either of the foregoing. Performance objectives may be absolute or relative and may be expressed in terms of a progression or a range. An Option that is exercisable (in whole or in part) upon the achievement of one or more performance objectives may be exercised only following written notice to the Optionee and the Company by the Plan Administrator that the performance objective has been achieved. 

        (f)      Acceleration of Vesting.

                  The vesting of one or more outstanding Options may be accelerated by the Plan Administrator at such times and in such amounts as it shall determine in its sole discretion. The vesting of Options also shall be accelerated under the circumstances described in Section 5(m) below.

         (g)       Term of Option.

                  Vested Options shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events: (i) the expiration of the Option, as designated by the Plan Administrator in accordance with Section 5(d) above; (ii) the date of an Optionee's termination of employment or contractual relationship with the Company or any parent or subsidiary corporation for cause (as determined in the sole discretion of the Plan Administrator); (iii) the expiration of thirty (30) days from the date of an Optionee's termination of employment or contractual relationship with the Company or any parent or subsidiary corporation for any reason other than cause, death or Disability (as defined below), unless the exercise period is extended by the Plan Administrator until a date not later than the expiration date of the Option; or (iv) the expiration of one year from termination of an Optionee's employment or contractual relationship by reason of death or Disability (as defined below), unless the exercise period is extended by the Plan Administrator until a date not later than the expiration date of the Option. Upon the death of an Optionee, any vested Options held by the Optionee shall be exercisable only by the person or persons to whom such Optionee's rights under such Option shall pass by the Optionee's will or by the laws of descent and distribution of the Optionee's domicile at the time of death, and only until such Options terminate as provided above. For purposes of the Plan, unless otherwise defined in the Agreement, "Disability" shall mean medically determinable physical or mental impairment which has lasted or can be expected to last for a continuous period of not less than twelve (12) months or that can be expected to result in death. The Plan Administrator shall determine whether an Optionee has incurred a Disability on the basis of medical evidence acceptable to the Plan Administrator. Upon making a determination of Disability, the Plan Administrator shall, for purposes of the Plan, determine the date of an Optionee's termination of employment or contractual relationship.

                  Unless accelerated in accordance with Section 5(f) above, unvested Options shall terminate immediately upon termination of employment of the Optionee by the Company for any reason whatsoever, including death or Disability. For purposes of this Plan, transfer of employment between or among the Company and/or any parent or subsidiary corporation shall not be deemed to constitute a termination of employment with the Company or any parent or subsidiary corporation. For purposes of this subsection, employment shall be deemed to continue while the Optionee is on military leave, sick leave or other bona fide leave of absence (as determined by the Plan Administrator). The foregoing notwithstanding, employment shall not be deemed to continue beyond the first ninety (90) days of such leave, unless the Optionee's re-employment rights are guaranteed by statute or by contract.

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         (h)       Exercise of Options.

                  Options shall be exercisable, in full or in part, at any time after vesting, until expiration of the Option term. If less than all of the shares included in the vested portion of any Option are purchased, the remainder may be purchased at any subsequent time prior to the expiration of the Option term. No portion of any Option for less than one hundred (100) shares (as adjusted pursuant to Section 5(m) below) may be exercised; provided, that if the vested portion of any Option is less than one hundred (100) shares, it may be exercised with respect to all shares for which it is vested. Only whole shares may be issued pursuant to an Option, and to the extent that an Option covers less than one (1) share, it is unexercisable.

                  Options or portions thereof may be exercised by giving written notice to the Company, which notice shall specify the number of shares to be purchased, and be accompanied by payment in the amount of the aggregate exercise price for the Common Stock so purchased, which payment shall be in the form specified in Section 5(i) below. The Company shall not be obligated to issue, transfer or deliver a certificate of Common Stock to the Holder of any Option, until provision has been made by the Holder, to the satisfaction of the Company, for the payment of the aggregate exercise price for all shares for which the Option shall have been exercised and for satisfaction of any tax withholding obligations associated with such exercise. During the lifetime of an Optionee, Options are exercisable only by the Optionee or a transferee who takes title to such Option in the manner permitted by Section 5(k) hereof. It shall be a condition precedent to the exercise of any Option granted hereunder that the Holder shall enter into a Stock Transfer Agreement with the Company.

         (i)       Payment upon Exercise of Option.

                  Upon the exercise of any Option, the aggregate exercise price shall be paid to the Company. The Holder may pay for all or any portion of the aggregate exercise price in cash, by certified or cashier's check, or by complying with one or more of the following alternatives:

                  (1) by delivering to the Company shares of Common Stock previously held by such Holder, or by the Company withholding shares of Common Stock otherwise deliverable pursuant to exercise of the Option, which shares of Common Stock received or withheld shall have a fair market value at the date of exercise (as determined by the Plan Administrator) equal to the aggregate exercise price to be paid by the Optionee upon such exercise;

                  (2) by delivering a properly executed exercise notice together with irrevocable instructions to a broker promptly to sell or margin a sufficient portion of the shares and deliver directly to the Company the amount of sale or margin loan proceeds to pay the exercise price; or

                  (3) by complying with any other payment mechanism approved by the Plan Administrator at the time of exercise.

         (j)       Rights as a Shareholder.

                  A Holder shall have no rights as a shareholder with respect to any shares covered by an Option until such Holder becomes a record holder of such shares, irrespective of whether such Holder has given notice of exercise. Subject to the provisions of Section 5(m) hereof, no rights shall accrue to a Holder and no adjustments shall be made on account of dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights declared on, or created in, the Common Stock for which the record date is prior to the date 

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the Holder becomes a record holder of the shares of Common Stock covered by the Option, irrespective of whether such Holder has given notice of exercise. 

         (k)       Transfer of Option.

                  Options granted under this Plan and the rights and privileges conferred by this Plan may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will, by applicable laws of descent and distribution or pursuant to a qualified domestic relations order, and shall not be subject to execution, attachment or similar process; provided however, that any Agreement may provide, or be amended to provide, that an Option to which it relates is transferable without payment of consideration to immediate family members of the Optionee or to corporations, trusts, partnerships, or limited liability companies established exclusively for the benefit of the Optionee and the Optionee's immediate family members. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any Option or of any right or privilege conferred by this Plan contrary to the provisions hereof, or upon the sale, levy or any attachment or similar process upon the rights and privileges conferred by this Plan, such Option shall thereupon terminate and become null and void.

         (l)       Securities Regulation and Tax Withholding.

                  (1) Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such shares shall comply with all relevant provisions of law, including, without limitation, Section 162(m) of the Code, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations thereunder and the requirements of any stock exchange or automated inter-dealer quotation system of a registered national securities association upon which such shares may then be listed, and such issuance shall be further subject to the approval of counsel for the Company with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of such shares.

The inability of the Company to obtain from any regulatory body the authority deemed by the Company to be necessary for the lawful issuance and sale of any shares under this Plan, or the unavailability of an exemption from registration for the issuance and sale of any shares under this Plan, shall relieve the Company of any liability with respect to the non-issuance or sale of such shares.

                  As a condition to the exercise of an Option, the Plan Administrator may require the Holder to represent and warrant in writing at the time of such exercise that the shares are being purchased only for investment and without any then-present intention to sell or distribute such shares. At the option of the Plan Administrator, a stop-transfer order against such shares may be placed on the stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided stating that such transfer is not in violation of any applicable law or regulation, may be stamped on the certificates representing such shares in order to assure an exemption from registration. The Plan Administrator also may require such other documentation as may from time to time be necessary to comply with applicable laws, including federal and state securities laws. THE COMPANY HAS NO OBLIGATION TO UNDERTAKE REGISTRATION OF OPTIONS OR THE SHARES OF STOCK ISSUABLE UPON THE EXERCISE OF OPTIONS.

                  (2) The Holder shall pay to the Company by certified or cashier's check, promptly upon exercise of an Option or, if later, the date that the amount of such obligations becomes 

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determinable, all applicable federal, state, local and foreign withholding taxes that the Plan Administrator, in its discretion, determines to result upon exercise of an Option or from a transfer or other disposition of shares of Common Stock acquired upon exercise of an Option or otherwise related to an Option or shares of Common Stock acquired in connection with an Option. Upon approval of the Plan Administrator, a Holder may satisfy such obligation by complying with one or more of the following alternatives selected by the Plan Administrator:

                           (A) by delivering to the Company shares of Common Stock previously held by such Holder, or by the Company withholding shares of Common Stock otherwise deliverable pursuant to the exercise of the Option, which shares of Common Stock received or withheld shall have a fair market value at the date of exercise (as determined by the Plan Administrator) equal to any withholding tax obligations arising as a result of such exercise, transfer or other disposition;

                           (B) by executing appropriate loan documents approved by the Plan Administrator by which the Holder borrows funds from the Company to pay any withholding taxes due under this Paragraph 2, with such repayment terms as the Plan Administrator shall select; or

                           (C) by complying with any other payment mechanism approved by the Plan Administrator from time to time.

                  (3) The issuance, transfer or delivery of certificates of Common Stock pursuant to the exercise of Options may be delayed, at the discretion of the Plan Administrator, until the Plan Administrator is satisfied that the applicable requirements of applicable securities laws and the withholding provisions of the Code have been met and that the Holder has paid or otherwise satisfied any withholding tax obligation as described in (2) above.

         (m)       Stock Dividend or Reorganization.

                  (1) If (i) the Company shall at any time be involved in the substitution of a new option for an outstanding Option, or the assumption of an Option, by a corporation, or a parent or subsidiary of such corporation, by reason of a merger, consolidation, acquisition of property or stock, separation, reorganization, or liquidation of the Company; (ii) the Company shall declare a dividend payable in, or shall subdivide or combine, its Common Stock or (iii) any other event with substantially the same effect shall occur, the Plan Administrator shall, subject to applicable law, with respect to each outstanding Option, proportionately adjust the number of shares of Common Stock subject to such Option and/or the exercise price per share so as to preserve the rights of the Holder substantially proportionate to the rights of the Holder prior to such event, and to the extent that such action shall include an increase or decrease in the number of shares of Common Stock subject to outstanding Options, the number of shares available under Section 4 of this Plan shall automatically be increased or decreased, as the case may be, proportionately, without further action on the part of the Plan Administrator, the Company, the Company's shareholders, or any Holder.

                  (2) In the event that the presently authorized Common Stock of the Company is changed into the same number of shares with a different par value, or without par value, the stock resulting from any such change shall be deemed to be Common Stock within the meaning of the Plan, and each Option shall apply to the same number of shares of such new stock as it applied to old shares immediately prior to such change.

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                  (3) If the Company shall at any time declare an extraordinary dividend with respect to the Common Stock, whether payable in cash or other property, the Plan Administrator may, subject to applicable law, in the exercise of its sole discretion and with respect to each outstanding Option, proportionately adjust the number of shares of Common Stock subject to such Option and/or adjust the exercise price per share so as to preserve the rights of the Holder substantially proportionate to the rights of the Holder prior to such event, and to the extent that such action shall include an increase or decrease in the number of shares of Common Stock subject to outstanding Options, the number of shares available under Section 4 of this Plan shall automatically be increased or decreased, as the case may be, proportionately, without further action on the part of the Plan Administrator, the Company, the Company's shareholders, or any Holder.

                  (4) The foregoing adjustments in the shares subject to Options shall be made by the Plan Administrator, or by any successor administrator of this Plan, or by the applicable terms of any assumption or substitution document.

                  (5) The grant of an Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge, consolidate or dissolve, to liquidate or to sell or transfer all or any part of its business or assets.

6.       EFFECTIVE DATE; TERM.

         Options may be granted by the Plan Administrator on or after the date as of which the Plan is effective, as first stated above (the "Effective Date"), and until this Plan is terminated by the Board in its sole discretion. Termination of this Plan shall not terminate any Option granted prior to such termination. Any Option granted by the Plan Administrator to any Covered Employee prior to the approval of this Plan by the shareholders of the Company shall be granted subject to ratification of this Plan by the shareholders of the Company within twelve (12) months after the Effective Date. If such shareholder ratification is sought and not obtained, any Options granted to Covered Employees will not be eligible for the exclusion set forth in Section 162(m)(4) of the Code with respect to the deductibility by the Company of certain compensation.

7.       NO OBLIGATIONS TO EXERCISE OPTION.

         The grant of an Option shall impose no obligation upon the Optionee to exercise such Option.

8.       NO RIGHT TO OPTIONS OR TO EMPLOYMENT.

         Whether or not any Options are to be granted under this Plan shall be exclusively within the discretion of the Plan Administrator, and nothing contained in this Plan shall be construed as giving any person any right to participate under this Plan. The grant of an Option shall in no way constitute any form of agreement or understanding binding on the Company or any parent or subsidiary corporation, express or implied, that the Company or any parent or subsidiary corporation will employ or contract with an Optionee for any length of time, nor shall it interfere in any way with the Company's or, where applicable, any parent or subsidiary corporation's right to terminate Optionee's employment at any time, which right is hereby reserved.

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9.       APPLICATION OF FUNDS.

         The proceeds received by the Company from the sale of Common Stock issued upon the exercise of Options shall be used for general corporate purposes, unless otherwise directed by the Board.

10.      INDEMNIFICATION OF PLAN ADMINISTRATOR.

         In addition to all other rights of indemnification they may have as members of the Board, members of the Plan Administrator shall be indemnified by the Company for all reasonable expenses and liabilities of any type or nature, including attorneys' fees, incurred in connection with any action, suit or proceeding to which they or any of them are a party by reason of, or in connection with, this Plan or any Option granted under this Plan, and against all amounts paid by them in settlement thereof (provided that such settlement is approved by independent legal counsel selected by the Company), except to the extent that such expenses relate to matters for which it is adjudged that such Plan Administrator member is liable for willful misconduct; provided, that within fifteen (15) days after having notice of the institution of any such action, suit or proceeding, the Plan Administrator member involved therein shall, in writing, notify the Company of such action, suit or proceeding, so that the Company may have the opportunity to make appropriate arrangements to prosecute or defend the same.

11.      AMENDMENT OF PLAN.

         The Plan Administrator may, at any time, modify, amend or terminate this Plan or modify or amend Options granted under this Plan, including, without limitation, such modifications or amendments as are necessary to maintain compliance with applicable statutes, rules or regulations; provided however, that the events triggering acceleration of vesting of outstanding Options may be modified, expanded or eliminated without the consent of Holders. The Plan Administrator may condition the effectiveness of any such amendment on the receipt of shareholder approval at such time and in such manner as the Plan Administrator may consider necessary for the Company to comply with or to avail the Company and/or the Optionees of the benefits of any securities, tax, market listing or other administrative or regulatory requirement. Without limiting the generality of the foregoing, the Plan Administrator may modify grants to persons who are eligible to receive Options under this Plan who are foreign nationals or employed outside the United States to recognize differences in local law, tax policy or custom.

Dated: September 1, 1999                BINGO.COM, INC.

                                        By: /s/ "Shane Murphy"

                                               - --------------------------------

                                        Its:     President

                                             - ----------------------------------

                                              Title 

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EX-5

Legal Opinion of Clark, Wilson

CLARK, WILSON                                                                     Barristers & Solicitors

BC's Law Firm for Business                                                             Patent & Trade-Mark Agents
800-885 W Georgia Street
Vancouver, BC  V6C 3H1
Tel.      604.687.5700

                                                                                                             Fax     604.687.6314

June 24, 2005

Bingo.Com, Ltd.
Spencer House, Box 821
The Valley, Anguilla
British West Indies

Dear Sirs:

Re:      Registration Statement on Form S-8

                        We are special counsel to Bingo.Com, Ltd. (the "Company"), a corporation continued under the laws of the British West Indies, formerly incorporated under the laws of the State of Florida.  In such capacity, we have reviewed the Registration Statement of the Company on Form S-8 (the "Registration Statement") covering an aggregate of 7,120,000 of our common shares, consisting of 1,895,000 shares (the "1999 Plan Shares") of our common stock that we may issue pursuant to stock options granted and to be granted under our 1999 Stock Option Plan (the "1999 Plan"); 3,225,000 shares (the "2001 Plan Shares") of our common stock that we may issue pursuant to stock options granted and to be granted under our 2001 Stock Option Plan (the "2001 Plan"); and 2,000,000 shares (the "2005 Plan Shares") of our common stock that we may issue pursuant to stock options granted and to be granted under our 2005 Stock Option Plan (the "2005 Plan") (the 1999 Plan Shares, 2001 Plan Shares and 2005 Plan Shares are collectively the "Optioned Shares").

                        We have examined originals or copies, certified or otherwise identified to our satisfaction of the resolutions of the directors of the Company with respect to the matters herein.  We have also examined such statutes and public and corporate records of the Company, and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinion expressed herein.  We have, for the purposes of this opinion, assumed the genuineness of all signatures examined by us, the authenticity of all documents and records submitted to us as originals and the conformity to all original documents of all documents submitted to us as certified, photostatic or facsimile copies.

                        Based upon and subject to the foregoing, and subject also to the qualifications hereinafter expressed, we are of the opinion that each Option Share to be issued by the Company and sold pursuant to the Registration Statement will be, when issued pursuant to the terms of the 1999 Plan, 2001 Plan and 2005 Plan, validly issued, fully paid and non-assessable.

                        We have attorneys admitted to practice in California, Florida, New York, Washington, Virginia and the District of Columbia, but not admitted to practice in the British West Indies ("BWI").  However, we are generally familiar with the corporate law of the BWI as presently in effect and we have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a BWI company.  This opinion letter is limited to the current federal laws of the United States, the Florida Business Corporations Act and, to the limited extent set forth above, the laws of the BWI, as such laws presently exist and to the facts 

WWW.CWILSON.COM

as they presently exist.  We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction.  We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.

                        This opinion is being furnished solely in connection with the filing of the Registration Statement with the Securities and Exchange Commission, and we hereby consent to the use of this opinion as an exhibit to the Registration Statement.  This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933, as amended.  This opinion may not be relied upon, used by or distributed to any person or entity for any other purpose without our prior written consent.

Yours truly,

CLARK WILSON LLP


  "Clark Wilson LLP"

EX-4

BINGO.COM, LTD.

2005 STOCK OPTION AGREEMENT

THIS AGREEMENT is entered into as of the ____ day of ___________, 20__ (the "Grant Date"), between Bingo.com, Ltd., an Anguilla, British West Indies corporation (the "Corporation"), and __________ (the "Optionee").

R E C I T A L S

A.                    The Board of Directors of the Corporation (the "Board") has established the Bingo.com, Ltd. 2005 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.

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

4.         RIGHT TO EXERCISE.  Subject to the conditions set forth in this Agreement and in the Plan, the Option shall be exercisable immediately upon grant.

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. 

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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 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 

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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.

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 non-assessable 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 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;

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(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 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.            NOTICES.  Any notice to the Corporation contemplated by this Agreement shall be addressed to it in care of its President, Spencer House, Box 821, The Valley, Anguilla, British West Indies, 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.

20.            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.

21.            CHOICE OF LAW.  This Agreement shall be governed by and construed in accordance with the laws of Anguilla, British West Indies. 

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

                                                                        BINGO.COM, LTD.

                                                                        Per:

                                                                                    Authorized Signatory

                                                                        Optionee:

                                                                        Print Name

                                                                        Signature

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EX-23

EXHIBIT 23.2

Consent of Dohan and Company, P.A., C.P.A.'s

Dohan and Company                                                 7700 North Kendall Drive, #200

Certified Public Accountants                                     Miami, Florida 33156-7578

A Professional Association                                        Telephone       (305) 274-1366

                                                                                    Facsimile         (305) 274-1368

                                                                                    Email               info@uscpa.com

                                                                                    Internet           www.uspca.com

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As independent public accountants, we hereby consent to the incorporation, by reference in this Form S-8 Registration Statement of our report dated February 25, 2005, included in the Bingo.com, Inc. Form 10-KSB for the year ended December 31, 2004, and to all references to our Firm included in this Form S-8 Registration Statement.

Yours truly,

/s/ Dohan and Company, CPA's

Dohan and Company, P.A.

Certified Public Accountants

 June 24, 2005

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EX-4

BINGO.COM, LTD.

2005 STOCK OPTION PLAN

1.            PURPOSE.   The Plan is intended to provide incentive to employees, directors, advisors and consultants of the Corporation to encourage proprietary interest in the Corporation, to encourage such employees to remain in the employ of the Corporation or such directors, advisors and consultants to remain in the service of the Corporation, and to attract new employees, directors, advisors and consultants with outstanding qualifications.

2.            DEFINITIONS.   Unless otherwise defined or the context otherwise requires, the capitalized terms used shall have the following meanings:

(a)        "Administrator" means the Board or the Plan Committee of the Board, whichever administers the Plan from time to time in the discretion of the Board, as described in Section 4 of the Plan.

(b)        "Board" means the Board of Directors of the Corporation.

(c)       "Change of Control" shall mean, a change of control of a nature that would be required to be reported in response to Item 1 of Form 8-K required to be filed pursuant to the Exchange Act;

(d)        "Code" means the Internal Revenue Code of 1986, as amended.

(e)         "Commission" means the Securities and Exchange Commission.

(f)          "Corporation" means Bingo.com, Ltd., an Anguilla, British West Indies corporation.

(g)         "Disability" means a medically determinable physical or mental impairment which has made an individual incapable of engaging in substantial gainful activity.  A condition shall be considered a Disability only if (i) it can be expected to result in death or has lasted or it can be expected to last for a continuous period of not less than twelve (12) months, and (ii) the Administrator, based upon medical evidence, has expressly determined that Disability exists.

(h)          "Employee" means an individual who is employed (within the meaning of Section 3401 of the Code and the regulations thereunder) by the Corporation.

(i)            "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(j)            "Exercise Price" means the price per Share determined by the Administrator, at which an Option may be exercised.

(k)         "Fair Market Value" means the average closing price of the Shares for the preceding 30 days or a combination of closing prices and average of daily bid and ask prices for the preceding 30 days or the Fair Market Value shall be determined by the Administrator in good faith.  Such determination shall be conclusive and binding on all persons.

(l)         "Grant Date" means the date on which the granting of an Option is authorized by the Administrator or such other date as prescribed by the Administrator.

(m)        "Incentive Stock Option" means an option described in Section 422 of the Code.

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(n)       "Option" means any stock option granted pursuant to the Plan.

(o)        "Option Agreement" means a written stock option agreement evidencing the grant of an Option.

(p)        "Option Limit" has the meaning assigned to it in Section 6.

(q)        "Optionee" means a Participant who has received an Option.

(r)         "Participant" has the meaning assigned to it in Section 5(a) hereof.

(s)        "Plan" means this Bingo.com, Ltd. 2005 Stock Option Plan, as it may be amended from time to time.

(t)         "Plan Committee" shall mean a committee of two or more directors appointed by the Board to administer the Plan.

(u)        "Purchase Price" means the Exercise Price multiplied by the number of Shares with respect to which an Option is exercised.

(v)       "Retirement" means the voluntary termination of employment by an employee after qualifying for early or normal retirement under any pension plan or profit sharing or benefit plan of the Corporation or its Subsidiaries.  If an employee is not covered by any such plan, "Retirement" shall mean voluntary termination of employment after the employee has attained age sixty-five (65) and after the employee has attained the tenth (10th) anniversary of his or her last preceding date of hire, or as otherwise determined in the Administrator's sole discretion.

(w)       "Securities Act" means the Securities Act of 1933, as amended.

(x)         "Subsidiary" means any subsidiary corporation as defined in Section 425(f) of the Code.

(y)        "Share" means one share of Common Stock of the Corporation, adjusted in accordance with Section 10 of the Plan (if applicable).

(z)        "Shareholders" means holders of Shares.

(aa)      "Transfer Agent" means a third-party organization retained by the Corporation to maintain the stock transfer records of the Corporation.

3.            EFFECTIVE DATE.   The Plan was adopted by the Board effective May 20, 2005.

4.            ADMINISTRATION.

(a)         Administrator.  Subject to subsection (c) below, the Plan shall be administered, in the discretion of the Board from time to time, by the Board or by a Plan Committee which shall be appointed by the Board.  The Board may from time to time remove members from, or add members to, the Plan Committee.  Vacancies on the Plan Committee, however caused, shall be filled by the Board.  The Board shall appoint one of the members of the Plan Committee as Chairman.  The 

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Administrator shall hold meetings at such times and places as it may determine.  Acts of a majority of the members of the Administrator at which a quorum is present, or acts reduced to or approved in writing by the unanimous consent of the members of the Administrator, shall be the valid acts of the Administrator.

(b)        Powers of Administrator.  The Administrator shall from time to time at its discretion select the Optionees who are to be granted Options, determine the number of Shares to be subject to Options to be granted to each Optionee.  The Administrator shall have full power and authority to operate, manage and administer the Plan and interpret and construe the Plan and the terms of all Option Agreements.  The interpretation and construction by the Administrator of any provision of the Plan or of any Option or Option Agreement shall be final.  No member of the Administrator shall be liable for any action or determination made in good faith with respect to the Plan or any Option.

5.            PARTICIPATION.

(a)        Eligibility.  The Optionee shall be such persons (collectively, "Participants"; individually a "Participant") as the Administrator may select from among the following classes of persons:

(i)         Employees (who may be officers, whether or not they are directors) of the Corporation or of a Subsidiary and non-employees to whom an offer of employment has been extended; and

(ii)        directors, advisors and consultants of the Corporation or a Subsidiary.

Notwithstanding provisions of the first paragraph of this Section 5(a), the Administrator may at any time or from time to time designate one or more directors as being ineligible for selection as Participants in the Plan for any period or periods of time.  The Administrator may, in its sole discretion and upon such terms as it deems appropriate, require as a condition of the grant of an Option to a Participant that the Participant surrender for cancellation some or all of the Options which have been previously granted to such person under this Plan or otherwise.  An Option, the grant of which is conditioned upon such surrender, may have an option price lower (or higher) than the exercise price of such surrendered Option, may cover the same (or a lesser or greater) number of shares as such surrendered Option, may contain such other terms as the Administrator deems appropriate, and shall be exercisable in accordance with its terms, without regard to the number of shares, price, exercise period or any other term or condition of such surrendered Option.

6.            STOCK.  The stock subject to Options granted under the Plan shall be from the Corporation's authorized but unissued or reacquired Shares.  The aggregate number of Shares which may be issued upon exercise of Options under the Plan at any time shall not exceed TWO MILLION (2,000,000) Shares (the "Option Limit"), subject to adjustment as provided for in this Plan.

7.            TERMS AND CONDITIONS OF OPTIONS.

(a)        Stock Option Agreements.  Each Option shall be evidenced by an Option Agreement in such other form as the Administrator shall from time to time determine.  Such Option Agreements 

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need not be identical but shall comply with and be subject to the terms and conditions set forth in this Section 7.

(b)         Optionee's Undertaking.  Each Optionee shall agree to remain in the employ or service of the Corporation and to render services for a period as shall be determined by the Administrator, from the Grant Date of the Option or such other date agreed to by the Optionee and the Corporation, but such agreement shall not impose upon the Corporation any obligation to retain the Optionee in their employ or service for any period.

(c)        Number of Shares.  Each Option shall state the number of Shares to which it pertains and shall provide for the adjustment thereof in accordance with the provisions of Section 10 hereof.

(d)        Exercise Price; Exercise of Options.  Each Option shall state the Exercise Price.  The Exercise Price in the case of any Incentive Stock Option granted shall not be less than the Fair Market Value on the Grant Date.  At the sole discretion of the Administrator, any Option granted under this Plan to any Participant may be exercisable in whole or in part immediately upon the grant thereof, or only after the occurrence of a specified event and/or only in installments, which installments may be equal or otherwise, and which installments may vary as to the number thereof as well as to whether any unexercised installments are cumulative through the life of a particular Option; provided that, in any event, to the extent required by law or regulation such Option shall be exercisable at a minimum rate of at least twenty percent (20%) per year over the period five years from the Grant Date for the Option in question; however, in the case of an Option granted to a Participant who is a director, consultant, advisor or officer of the Corporation, the Administrator may provide that the Option may become fully exercisable, subject to reasonable conditions such as continued employment or service to the Corporation, at any time or during any period established by the Administrator.

(e)         Medium and Time of Payment; Notice.  The Purchase Price shall be payable in full in United States dollars upon the exercise of the Option.

In the event the Corporation determines that it is required to withhold state, United States Federal or foreign income tax as a result of the exercise of an Option, as a condition to the exercise thereof, an Optionee must make arrangements satisfactory to the Corporation to enable it to satisfy such withholding requirements before the Optionee shall be permitted to exercise the Option.

The Optionee shall exercise an Option by completing and delivering to the Corporation, concurrently with the payment of the Purchase Price in the manner described above, an exercise notice in such form as the Administrator shall from time to time determine.

(f)         Term and Non-Transferability of Options.  Each Option shall state the time or times when all or part thereof becomes exercisable.  No Option shall be exercisable after the expiration of ten (10) years (or less, in the discretion of the Administrator) from the Grant Date.  During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or the Optionee's guardian or legal representative and shall not be assignable or transferable.  The Option shall not be transferable by the Optionee other than by will or the laws of descent and distribution.  Any other attempted alienation, assignment, pledge, hypothecation, attachment, execution or similar process, whether voluntary or involuntary, with respect to all or any part of any Option 

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or right thereunder, shall be null and void and, at the Corporation's option, shall cause all of the Optionee's rights under the Option to terminate.

(g)        Cessation of Employment (Except by Death, Disability or Retirement).  If an 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 pursuant to death, Disability or Retirement, such Optionee shall have the right, subject to the restrictions referred to in Section 7(f) above, to exercise the Option at any time within ninety (90) days after such cessation, but, except as otherwise provided in the applicable Option Agreement, only to the extent that, at the date of such cessation, the Optionee's right to exercise such Option had accrued pursuant to the terms of the applicable Option Agreement and had not previously been exercised.

For purposes of this Section 7(g), the employment relationship shall be treated as continuing intact while the Optionee is on military leave, sick leave or other bona fide leave of absence (to be determined in the sole discretion of the Administrator).  The foregoing notwithstanding, in the case of an Incentive Stock Option, employment shall not be deemed to continue beyond the ninetieth (90th) day after the Optionee ceased active employment, unless the Optionee's reemployment rights are guaranteed by statute or by contract.

(h)        Death of Optionee.  If an Optionee's employment or service with the Corporation ceases by reason of the Optionee's death, or after ceasing to be a Participant but during the period in which he or she could have exercised the Option under this Section 7, and has not fully exercised the Option, then the Option may be exercised in full, subject to the restrictions referred to in Section 7(f) above, at any time within twelve (12) months after the Optionee's death by the 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, but, except as otherwise provided in the applicable Option Agreement, only to the extent that, at the date of death, the Optionee's right to exercise such Option had accrued and had not been forfeited pursuant to the terms of the applicable Option Agreement and had not previously been exercised.

(i)         Disability of Optionee.  If an Optionee's employment or service with the Corporation ceases by reason of the Optionee's Disability, such Optionee shall have the right, subject to the restrictions referred to in Section 7(f) above, to exercise the Option at any time within twelve (12) months after such cessation by reason of Disability, but, except as provided in the applicable Option Agreement, only to the extent that, at the date of such cessation, the Optionee's right to exercise such Option had accrued pursuant to the terms of the applicable Option Agreement and had not previously been exercised.

(j)        Retirement of Optionee.  If an Optionee's employment or service with the Corporation ceases by reason of the Optionee's Retirement, such Optionee shall have the right, subject to the restrictions referred to in Section 7(f) above, to exercise the Option at any time within ninety (90) days after the date of Retirement, but only to the extent that, at the date of such cessation, the Optionee's right to exercise such Option had accrued pursuant to the terms of the applicable Option Agreement and had not previously been exercised.

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(k)        Time of Cessation of Service.  For purposes of this Plan, the Optionee's employment or service shall be deemed to have ceased or be terminated on the date when the Optionee's employment or service in fact ceased or Optionee is in fact terminated.

(l)         Rights as a Shareholder.  No one shall have rights as a Shareholder with respect to any Shares covered by an Option until the date of the issuance of a stock certificate for such Shares.  No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property), distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 10 hereof.

(m)      Modification, Extension and Renewal of Options.  Within the limitations of the Plan, the Administrator may modify an Option, extend or renew outstanding Options or accept the cancellation of outstanding Options (to the extent not previously exercised) for the granting of new Options in substitution therefor.  The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted.  With the consent of the affected Optionee, the Administrator may cancel any agreement evidencing Options.  In the event of such cancellation, the Administrator may authorize the granting of new Options, which may or may not cover the same number of Shares that have been the subject of the prior award, at such Exercise Price and subject to such terms, conditions and discretions as would have been applicable under this Plan had the canceled Options not been granted.

(n)        Substitution of Options.  Notwithstanding any inconsistent provisions or limits under the Plan, in the event the Corporation acquires (whether by purchase, merger or otherwise) all or substantially all of outstanding capital stock or assets of another corporation or of any reorganization or other transaction qualifying under Section 424 of the Code, the Administrator may, in accordance with the provisions of that Section, substitute Options under the Plan for options under the plan of the acquired corporation.

(o)       Forfeiture of Option Gain and Unexercised Options Held By Directors, Officers or Consultants who Engage in Certain Activities.  At the discretion of the Administrator, and unless otherwise prohibited by applicable laws, an Option Agreement provided to a director, officer or consultant of the Corporation may provide that if at any time within (i) the term of an Option granted to a Optionee or (ii) within one year after the termination of such Optionee's employment or service with the Corporation for any reason or no reason or (iii) within one year after such Optionee exercises any portion of an Option, whichever is the latest, such Optionee engages in any activity in direct competition with the principal business of the Corporation, or inimical, contrary or harmful to the interests of the Corporation, including, but not limited to: (A) conduct related to Optionee's employment for which either criminal or civil penalties against Optionee may be sought, (B) violation of Corporation policies, including, without limitation, the Corporation's insider trading policy, (C) accepting employment with or serving as a consultant, advisor or in any other capacity to an employer that is in direct competition with or acting against the interests of the Corporation, including employing or recruiting any present, former or future employee of the Corporation, (D) disclosing or misusing any confidential information or material concerning the Corporation, or (E) participating in a hostile takeover attempt against the Corporation, then, at the discretion of the Administrator, (1) any Options granted under the Plan to such Optionee shall terminate effective the date on which such Optionee entered into such activity, unless terminated sooner by operation of 

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another term or condition of the Plan, and (2) any gain realized by such Optionee from exercising all or a portion of any Option shall be paid by Optionee to the Corporation.

(p)         Right of Set-Off.  Optionee shall consent to a deduction from any amounts the Corporation owes Optionee from time to time (including amounts owed as wages or other compensation, fringe benefits or vacation pay, as well as any other amounts owed to Optionee by the Corporation), to the extent of the amounts Optionee owes the Corporation, including pursuant to subparagraph (o) above.  Whether or not the Corporation elects to make any set-off in whole or in part, if the Corporation does not recover by means of set-off the full amount Optionee owes to the Corporation, Optionee shall agree to pay immediately the unpaid balance to the Corporation.

(q)        Other Provisions.  An Option Agreement authorized under the Plan may contain such terms and provisions not inconsistent with the terms of the Plan (including, without limitation, restrictions upon the exercise of the Option) as the Administrator shall deem advisable in its sole and absolute discretion.

8.         LIMITATION ON ANNUAL AWARDS.

As long as the Plan is in effect, at no time will Options granted to any Participant pursuant to the Plan exceed 1,000,000 Shares, subject to adjustment as provided for in Section 10.

9.         TERM OF PLAN.  

Options may be granted pursuant to the Plan until the expiration of the Plan ten (10) years after the effective date referred to in Section 3.

10.        EFFECT OF CERTAIN EVENTS 

(a)         Adjustments Upon Changes in Stock.  The Administrator shall make or provide for such adjustments in the Option Limit, the Exercise Price and in the number or kind of shares or other securities (including shares or other securities of another issuer) covered by this Plan and outstanding Options as the Administrator in its sole discretion, exercised in good faith, shall determine is equitably required to prevent dilution or enlargement of rights of optionees that would otherwise result from (a) any stock dividend, stock split, combination of shares, issuance of rights or warrants to purchase stock, spin-off, recapitalization or other changes in the capital structure of the Corporation, (b) any merger, consolidation, reorganization or partial or complete liquidations, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.  The Administrator also shall make or provide for such adjustment in the number or kind of shares of the Corporation's capital stock or other securities (or in shares or other securities of another issuer) which may be acquired pursuant to Options granted under the Plan and the number of such securities to be awarded to each Optionee as the Administrator in its sole discretion, shall determine is appropriate to reflect any transaction or event described in the preceding sentence.  In the event of any such transaction or event, the Administrator may provide in substitution for any or all outstanding Options under the Plan such alternative consideration (including securities of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Options so replaced.  In any case, such substitution of securities shall not require the consent 

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of any person who is granted Options pursuant to the Plan.  The determination of the Administrator as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive.

(b)        Change of Control.  In addition to the rights set forth in Section 10(a) above, in the event of a Change of Control, the Administrator may in its sole discretion, without obtaining Shareholder approval or the consent of any person granted Options under the Plan, take one or more of the following actions:

(i)         Accelerate the exercise dates of any outstanding Option, or make the Option fully vested and exercisable;

(ii)        Pay cash to any or all owners of Options in exchange for the cancellation of their outstanding Options; or

(iii)       Make any other adjustments or amendments to the Plan and outstanding Options and substitute new Options for outstanding Options.

(c)         Adjustment Determination.  To the extent that the foregoing adjustments relate to securities of the Corporation, such adjustments shall be made by the Administrator, whose determination shall be conclusive and binding on all persons.

(d)       Limitation on Rights.  Except as expressly provided in this Section 10, the Optionee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spinoff of assets or stock of another corporation, and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option.   The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

11.       SECURITIES LAW REQUIREMENTS.

(a)        Legality of Issuance.  No Shares shall be issued upon the exercise of any Option unless and until the Corporation has determined that:

(i)         it and the Optionee have taken all actions required to register the offer and sale of the Shares under the Securities Act, or to perfect an exemption from the registration requirements thereof;

(ii)        any applicable listing requirement of any stock exchange on which the Shares are listed has been satisfied; and

(iii)       any other applicable provision of state, United States Federal or foreign law has been satisfied.

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(b)        Restrictions on Transfer; Representations of Optionee; Legends.  Regardless of whether the offering and sale of Shares under the Plan has been registered under the Securities Act or has been registered or qualified under the securities laws of any state, the Corporation may impose restrictions upon the grant of Options and the sale, pledge or other transfer of Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Corporation and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities Act, the securities laws of any state or any other law.  In the event that the sale of Shares under the Plan is not registered under the Securities Act but an exemption is available which requires an investment representation or other representation, each Optionee shall be required to represent that such Shares are being acquired for investment, and not with a view to the sale or distribution thereof, and to make such other representations as are deemed necessary or appropriate by the Corporation and its counsel.  Stock certificates evidencing Shares acquired under the Plan pursuant to an unregistered transaction shall bear the following restrictive legend and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law:

"THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  ANY TRANSFER OR PLEDGE OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER OR PLEDGE TO COMPLY WITH THE ACT."

Any determination by the Corporation and its counsel in connection with any of the matters set forth in this Section 11 shall be conclusive and binding on all persons.

(c)         Registration or Qualification of Securities.  The Corporation may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law.  The Corporation shall not be obligated to take any affirmative action in order to cause the sale of Shares under the Plan to comply with any law.

(d)        Exchange of Certificates.  If, in the opinion of the Corporation and its counsel, any legend placed on a stock certificate representing Shares sold under the Plan is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

12.            AMENDMENT OF THE PLAN.   The Board may from time to time, with respect to any Shares at the time not subject to Options, suspend or discontinue the Plan or revise or amend it in any respect whatsoever.

The Administrator may amend this Plan to eliminate provisions which are no longer necessary as a result of changes in tax or securities laws or regulations, or in the interpretation thereof.

13.            FINANCIAL STATEMENTS.  Each Optionee shall receive financial statements of the Corporation not less than annually. 

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14.            APPLICATION OF FUNDS.  The proceeds received by the Corporation from the sale of Shares pursuant to the exercise of an Option will be used for general corporate purposes.

15.            GOVERNING LAW.  This Plan, and the Option Agreements, shall be governed by and enforced and construed in accordance with the laws of Anguilla, British West Indies.

To record the adoption of the Plan by the Board as of May 20, 2005, the Board has caused its authorized officers to sign the Plan and affix the corporate seal hereto.

BINGO.COM, LTD.

Per:

             /s/"T. M. Williams                            

            Authorized Signatory

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