UNITED STATES
                        SECURITIES AND EXCHANGE COMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

                  For the quarterly period ended June 30, 1998

[ ]  Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of
     1934

             For the transition period from __________ to __________

Commission File Number 33-55254-37

                      NORAM GAMING AND ENTERTAINMENT, INC.
        (Exact name of Small Business Issuer as specified in its charter)

                  Nevada                                   87-04853216
(State or other jurisdiction of incorporation)  IRS Employer Identification No.)

        THREE CANTON SQUARE
             TOLEDO, OHIO                                            43624
(Address of principal executive offices)                           (Zip Code)

Issuer's telephone number, including area code:  (419) 255-1515

Indicate by a check mark whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the issuer was
required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days [X] Yes [ ] No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

              Class                              Outstanding as of June 30, 1998
------------------------------------             -------------------------------
$.001 par value Class A Common Stock                    14,906,918 shares


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

BASIS OF PRESENTATION

General

     The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-QSB and, therefore, do no include
all information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows, and stockholders' deficit in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the three
months ended June 1998, are not necessarily indicative of the results that can
be expected for the year ending December 31, 1998.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 1998, the Company had $70,087 cash in the bank. There is no
certainty that the Company can meet its current financial commitments.

     The Company is a development stage Company engaged in the leasing of
facilities to charities that conduct bingo operations.

     Net loss was $175,976 for the three months ended June 30, 1998 compared
with $377,312 for the same period in 1997.

     Net revenue was $139,323 for the three months ended June 30, 1998 compared
with $167,930 for the same period in 1997 for a decrease of 17%. Cost of sales
for the three months ended June 30, 1998 were $39,253 compared to $48,310 for
the same period in 1997 for a decrease of 19%.

     General and administrative expenses were $136,263 for the three months
ended June 30, 1998 compared to $192,175 for the same period in 1997 for a
decrease of 29%. Depreciation and amortization expense was $6,347 for the three
months ended June 30, 1998 compared to $7,803 for the same period in 1997 for a
decrease of 19%. Interest expense for the three months ended June 30, 1998 was
$6,430 compared to $5,027 for the same period in 1997 for an increase of 22%.

     During the three months ended June 30, 1998 the Company issued 483,678
shares of its common stock for consulting services valued at $127,006 in
connection with the development of new overseas markets for the Company's
services.

     For the three months ended June 30, 1998 the Company had a net loss of
$127,006 and its subsidiary had a net loss of $48,970 for consolidated net loss
of $175,976. For the three months ended June 30, 1997, the Company's loss was
$296,887 and the subsidiary's loss was $80,425, for a consolidated net loss of
$377,312.

     At June 30, 1998 the Company's assets were $9,000 and the subsidiary's
total assets were $402,868 for total consolidated assets of $411,868. At June
30, 1998 total consolidated liabilities for the Company and its subsidiary were
$731,183.

     Net loss was $315,102 for the six months ended June 30, 1998 compared with
$881,973 for the same period in 1997.

     Net revenue was $335,996 for the six months ended June 30, 1998 compared
with $502,842 for the same period in 1997 for a decrease of 33%. Cost of sales
for the six months ended June 30, 1998 was $84,111 compared to $109,884 for the
same period in 1997 for a decrease of 24%.



<PAGE>


     General and administrative expenses were $341,530 for the six months ended
June 30, 1998 compared to $398,584 for the same period in 1997 for a decrease of
16%. Depreciation and amortization expense was $12,695 for the six months ended
June 30, 1998 compared to $15,525 for the same period in 1997 for a decrease of
18%. Interest expense for the six months ended June 30, 1998 was $13,610
compared to $9,927 for the same period in 1997 for an increase of 35%.

     For the six months ended June 30, 1998 the Company had a net loss of
$199,154 and its subsidiary had a net loss of $115,948 for a consolidated net
loss of $315,102.

     During the six months ended June 30, 1998 the Company issued 647,648 shares
of its common stock for consulting services valued at $199,170 in connection
with the development of new overseas markets for the Company's services.

                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits
          none


     (b)  Reports on Form 8-K
          none


                                   SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       NORAM GAMING AND ENTERTAINMENT, INC.


DATED: October 14, 1998                /S/ George C. Zilba
                                       ---------------------------------------
                                       George C. Zilba, President and Director


<PAGE>


               NORAM GAMING AND ENTERTAINMENT, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 1998
                                   (Unaudited)


ASSETS
  CURRENT ASSETS
     Cash                                                         $   70,087.01
     Loan Receivable                                                   5,000.00
     Inventory                                                        26,161.63
     Prepaid Expenses                                                 17,005.96
                                                                  -------------
        Total Current Assets                                      $  118,254.60

  PROPERTY AND EQUIPMENT                                          $  152,515.00
     Less: Accumulated Depreciation                                  (84,493.56)
        Net Property and Equipment                                    90,981.01

  OTHER ASSETS
     Security Deposits                                            $   11,951.52
     Leasehold Acq. Costs - Brandon                                   60,000.00
     Accum. Amort. - Brandon                                         (30,833.33)
        Total Other Assets                                            41,118.19
                                                                  -------------
           TOTAL ASSETS                                           $  402,867.80
                                                                  =============

LIABILITIES & STOCKHOLDERS EQUITY
  CURRENT LIABILITY
     Loans Payable                                                $  546,415.42
     Accounts Payable                                                 32,779.78
     Accrued Expenses                                                143,073.41
     Sales & Payroll Taxes                                             8,914.50
                                                                  -------------
        Total Current Liabilities                                 $  731,183.11

  STOCKHOLDERS' EQUITY
     Capital Stock                                                    14,184.80
     Paid In Capital                                               1,335,594.33
     Retained Earnings/(Deficit)                                  (1,562,144.56)
     Current Loss                                                   (115,948.88)
                                                                  -------------
        Total Stockholders' Equity                                  (328,314.31)
                                                                  -------------
           TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY                                   $  402,868.80
                                                                  =============


<PAGE>


               NORAM GAMING AND ENTERTAINMENT, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   6/30/98           6/30/97      Two Quarters 1998
                                                                                   -------           -------      -----------------
<S>                                                                             <C>               <C>               <C>         
Net Sales                                                                       $ 139,322.00      $ 167,930.00      $ 335,997.00
   Cost of Sales                                                                $  39,253.00      $  48,310.00      $  84,112.00
                                                                                ------------------------------------------------
   Gross Profit                                                                 $ 100,069.00      $ 119,620.00      $ 420,109.00
General and Administrative Expenses                                             $ 136,263.00      $ 192,175.00      $ 335,139.00

Depreciation and amortization                                                   $   6,347.00      $   7,803.00      $  12,695.00

Interest Expense                                                                $   6,430.00      $   5,027.00      $  13,610.00
                                                                                ------------------------------------------------
                                                                                $ 149,040.00      $ 205,005.00      $ 381,444.00
   Net Income (Loss) Before Other                                               $ (48,970.00)     $ (85,385.00)     $(115,948.00)
Stock issued for consulting services                                            $(127,006.00)     $(291,927.00)     $(199,154.00)

                                                                                $         --      $         --      $         --
                                                                                ------------------------------------------------
   Net Income (Loss) Before Income Tax                                          $(175,976.00)     $(377,312.00)     $(315,102.00)

Income Tax (Benefit)                                                            $         --      $         --      $         --
                                                                                ------------------------------------------------
   Net Income (Loss)                                                            $(175,976.00)     $(377,312.00)     $(315,102.00)
Net Income (Loss) per weighted average share                                    $      (0.03)     $      (0.03)     $      (0.03)

Weighted average number of common shares used to
compute net income (loss) per weighted average share                              14,000,000        13,844,457            13,500
</TABLE>


<PAGE>


               NORAM GAMING AND ENTERTAINMENT, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR SIX MONTHS ENDING JUNE 30, 1998
                                   (Unaudited)

OPERATING ACTIVITIES
Net Loss                                                               (315,102)
Adjustments to reconcile net loss to cash
provided (used) by operating activities
         Stock issued for expenses                                      199,154
         Depreciation and amortization                                   12,694

Changes in assets and liabilities
         Inventory                                                       (1,199)
         Prepaid Expenses                                                (7,847)
         Accounts payable                                               (18,416)
         Accrued expenses                                                10,360

                  NET CASH PROVIDED (USED)                                    0
                  BY OPERATING ACTIVITIES


INVESTING ACTIVITIES
         Purchase of property and equipment                                   0
         Security deposits                                                    0
                                                                       -------- 
         NET CASH PROVIDED (USED)
         BY INVESTING ACTIVITIES                                              0

FINANCING ACTIVITIES
         ProceedS from sale of common stock                             156,200
         Loan proceeds                                                   30,460
         Loan repayments                                                (62,251)
                                                                       -------- 
         NET CASH PROVIDED (USED)
         BY FINANCING ACTIVITIES                                        124,408
                                                                       -------- 
         INCREASE IN CASH AND CASH
         EQUIVALENTS                                                     61,101

         Cash and cash equivalents at
         beginning of period                                              8,985
                                                                       -------- 
         CASH AND CASH EQUIVALENTS
         AT JUNE 30, 1998                                                70,087
                                                                       ========

         SUPPLEMENTAL INFORMATION
                  Cash paid for interest                                    431


This schedule contains financial information extracted form NorAm Gaming and
Entertainment, Inc. and Subsidiary June 30, 1998 financial statements and is
qualified in its entirety by reference to such financial statements.


<PAGE>


               NORAM GAMING AND ENTERTAINMENT, INC. AND SUBSIDIARY
                          (A Development Stage Company)
        CONSOLIDATED STATES OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)


                                                                Common Stock
                                                              Par Value $.001
                                                             Shares      Amount
                                                           ----------    -------
Balances at 3/14/90 (Date of inception)                             0    $     0
         Issuance of common stock (restricted)
         at $.001 per share at 3/14/90                      1,000,000      1,000
         Net Income for period
                                                           ----------    -------

Balance at 12/31/90                                         1,000,000      1,000
         Cash received for stock subscription
         Net loss for year
                                                           ----------    -------

Balance at 12/31/91                                         1,000,000      1,000
         Net Income for year
                                                           ----------    -------

Balance at 12/31/92                                         1,000,000      1,000
         Net Income for year
                                                           ----------    -------

Balance at 12/31/93                                         1,000,000      1,000
         Issuance of common stock (restricted)
            for subsidiary at $.001 per share              10,000,000     10,000
         Net Income for year
                                                           ----------    -------

Balance at 12/31/94                                        11,000,000     11,000
         Sale of common stock (Regulation S)
         at $.10 per share at 8/30/95                       1,500,000      1,500
         Net Income for year
                                                           ----------    -------

Balance at 12/31/95                                        12,500,000     12,500
         Issuance of common stock (restricted)
         at $.001 per share for services at 7/9/96            140,000        140
         Net Income for year
                                                           ----------    -------

Balance at 12/31/96                                        12,640,000     12,640
         Issuance of common stock at $.50
         per share for services at 1/27/97                    460,000        460
         Issuance of common stock at $.6875
         per share for services at 3/19/97                    478,000        478
         Net Loss for year
                                                           ----------    -------


<PAGE>



Balances at 12/31/97                                        14,184,800    14,185
         Issuance of common stock for services at:
         .35 per share 1/12/98                                  37,500     37.5
         .35 per share 1/16/98                                  30,000     30
         .35 per share 1/16/98                                  25,000     25
         .36 per share 2/3/98                                   31,470     31.47
         .35 per share 2/13/98                                  40,000     40
         .23 per share 2/25/98                                  62,800     62.80
         .30 per share 3/20/98                                  40,000     40
         .17 per share 4/1/98                                   71,333     71.3
         .14 per share 4/13/98                                 100,000    100
         .35 per share 4/22/98                                 100,000    100
         .35 per share 4/22/98                                  20,000     20
         .35 per share 4/22/98                                  20,000     20
         .35 per share 4/22/98                                  20,000     20
         .35 per share 4/22/98                                  20,000     20
         .35 per share 4/22/98                                  20,000     20
         .25 per share 4/30/98                                  44,545     44.54
         .28 per share 6/1/98                                   42,800     42.80
         .31 per share 6/5/98                                   25,000     25
                                                            ----------   -------

Balances at 6/30/98                                         14,906,918   $250.41



<PAGE>


                              CONSULTING AGREEMENT

     This Consulting Agreement (hereinafter the "Agreement") is made this 15th
day of October, 1997, by and among Noram Gaming & Entertainment, Inc., a Nevada
corporation, and its successors and assigns, whose principal place of business
is located at Three Canton Square, Toledo, Ohio, 43625 (hereinafter the
"Company") and James P. Gagel, a Washington, D.C. resident with an address of
1511 K Street, NW, Suite 705, Washington, D.C. 20005 (hereinafter the
"Consultant").

                                 R E C I T A L S

     WHEREAS, the Board of Directors of the Company has agreed to adopt a
written agreement for compensation of the Consultant, who is a natural person,
for agreed upon services previously performed and to be performed; and

     WHEREAS, the Company desires to engage the Consultant to provide services
at the request of and subject to the satisfaction of its management, and may
avail itself of the services of the Consultant during the term hereof; and

     WHEREAS, the Consultant has previously provided certain services at the
request and subject to the approval of the management of the Company; and



<PAGE>


     WHEREAS, a general description of the nature of the agreed-upon services
performed and to be performed by the Consultant under this Agreement is listed
in the Counterpart Signature Pages attached hereto; and

     WHEREAS, the Company and the Consultant intend that this Agreement shall be
a "written compensation agreement" as defined in Rule 405 of the Securities and
Exchange Commission (the "SEC") pursuant to which the Company may issue "freely
tradeable" shares of its common stock as payment for services rendered pursuant
to an S-8 Registration Statement to be filed with the SEC by the Company.

     NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, it is agreed:

                                A G R E E M E N T

     1.   Consultant Services. The Company hereby acknowledges the employment of
          the Consultant and the Consultant hereby acknowledges acceptance of
          such employment, and have performed or will perform the services
          requested by management of the Company to the Company's satisfaction
          during the term hereof. Subject to the terms and conditions of this
          Agreement, the Consultant shall continue to provide consulting
          services at the request of the Company in connection with its general
          operations and projects during the term hereof. Any and all services
          performed by the Consultant shall be performed in accordance with the
          requests of the management of the Company. The services performed



<PAGE>


          by the Consultant hereunder have been personally rendered by the
          Consultant and no one acting for or on behalf of the Consultant,
          except those persons normally employed by the Consultant in rendering
          services to others, such as secretaries, bookkeepers and the like.
          Consultant's services include the rendering of general legal advice
          regarding the company's activities, the development of gaming
          opportunities in the United States and Latin America, and such other
          services as from time to time may be required, regarding which
          Consultant shall devote an average minimum of 15 hours per week.

     2.   Compensation. In consideration of the services performed and to be
          performed by the Consultant hereunder, shares of the Company's common
          stock shall be issued to the Consultant in the form of 25,000 share
          certificates on a monthly basis, the value of which shall not exceed
          the sum of $48,000 over the term of this Agreement. In addition,
          40,000 shares shall be issued to the Consultant on June 1, 1999, and
          Consultant shall be compensated at the rate of $200.00 per day for
          services performed away from his office, which amount may be paid in
          cash or stock at the Company's discretion.

     3.   Delivery of Shares. Subject to the filing and effectiveness of the SEC
          Forms, as provided for and defined in Paragraph 4 of this Agreement,
          and any applicable state securities filings covering the Shares, and
          also subject to Paragraph 5 of this Agreement, one or more
          certificates representing such Shares shall be delivered


<PAGE>


          to the respective Consultant, at their respective addresses listed
          above, unless another address shall be provided to the Company by any
          Consultant in writing prior to the creation of such certificate.

     4.   Preparation of Securities Registration Forms; Payment of Fees. Except
          as provided in Paragraph 5, the parties understand and agree that the
          issuance of the Shares and any Renewal Term Shares (as defined below)
          shall occur after the filing with the SEC and effectiveness of all
          required Registration Statements and other necessary securities
          documents, including, without limitation, a Form 10-SB General Form
          for Registration and a Form S-8 Registration Statement (the "SEC
          Forms"). Upon execution of this Agreement, the Company shall take such
          actions as are reasonably necessary to effect the preparation and
          filing of the SEC Forms, including the engagement of the services of a
          competent professional or professionals.

     5.   Failing to Register Securities; Issuance of Restricted Shares. If the
          Shares or Renewal Term Shares (as defined below) are not capable of
          registration with the SEC as set forth in Paragraph 4 prior to the
          expiration of this Agreement pursuant to Paragraph 11, the parties
          agree that the Shares, and Renewal Term shares if applicable, shall be
          issued to the Consultant as "restricted" shares. In such circumstance,
          the transferability of the Shares, and Renewal Term Shares if
          applicable, will be restricted by the Securities Act of 1933, as
          amended (the 


<PAGE>


          "Act"), and applicable state securities laws and regulations, and
          neither the Shares nor the applicable Renewal Term Shares will be
          eligible to be sold unless they are subsequently registered or an
          exemption form registration is available. If the Shares or Renewal
          Term Shares are issued as "restricted" shares, the certificates
          representing such Shares or Renewal Term Shares will bear appropriate
          legends referring to the restrictions on resale and transferability
          imposed by the Act and applicable state securities laws and
          regulations. If the Shares or Renewal Term Shares are issued as
          "restricted" shares, the Company shall use its best efforts to prepare
          and file a registration statement covering such Shares or Renewal Term
          Shares by the earliest practicable date.

     6.   Expenses. The Company shall pay for all ordinary and necessary
          out-of-pocket expenses incurred by the Consultant, in connection with
          the services performed or to be performed by the Consultant hereunder.

     7.   Limitation on Nature of Service. None of the services performed or to
          be performed by the Consultants and paid for by the issuance of shares
          of common stock of the Company are or shall be services related to any
          "capital raising" transaction.

     8.   Confidential Information. The Consultant acknowledges that in the
          course of performance of services under this Agreement, he has had or
          will have access to and has acquired or will acquire Confidential
          Information (as hereinafter



<PAGE>


          described) concerning the Company, its business and operations. The
          Consultant agrees that he will not disclose any Confidential
          Information to third parties or use any Confidential Information for
          any purpose other than the performance of this Agreement except as
          disclosure may be necessary or appropriate in the course of performing
          this Agreement. For purposes of this Agreement, the term "Confidential
          Information" shall include all information relating to the business of
          the Company and all processes, services and other activities engaged
          in by the Company during the term of this Agreement; provided, however
          that the term "Confidential Information" shall not include any
          information which at the time of disclosure to the Consultant is in
          the public domain, or which subsequently becomes a part of the public
          domain by publication of otherwise through no fault of the Consultant,
          or which is subsequently disclosed to the Consultant or its employees
          by a third party not in violation of any rights or obligations owed by
          such third party to the Company.

     9.   Indemnification. Each party to this Agreement (hereinafter and
          "Indemnifying Party") hereby agrees to indemnify each of the other
          parties to this Agreement (hereinafter an "Indemnified Party") for and
          hold the Indemnified Party harmless against the following: (a) any and
          all loss, liability or damage resulting from any breach or
          non-fulfillment of any agreement or obligation of the Indemnifying
          Party under this Agreement; (b) any losses, damages, fees,
          settlements, or other costs or expenses resulting form any
          misstatement of a material fact or omission


<PAGE>


          of a material fact by the Indemnifying Party contained herein or
          contained in the S-8 Registration Statement of the Company to be filed
          hereunder, to the extent that any such misstatement or omission
          contained in the Registration Statement was based upon information
          supplied by the Indemnifying Party; and (c) any and all actions,
          suits, proceedings, damages, assessments, judgments, settlements,
          costs and expenses, including reasonable attorney's fees, incurred by
          the Indemnified Party as a result of failure or refusal of the
          Indemnifying Party to defend any claim incident to or otherwise honor
          the foregoing provisions after having been given notice of and an
          opportunity to do so.

     10.  Term; Expiration. The "Effective Date" of this Agreement is the date
          of execution hereof. This Agreement shall remain in effect until
          expiration as hereinafter provided. This Agreement shall expire on the
          date that is twelve (12) months after the Effective Date, unless
          extended in accordance with Paragraph 11 hereof. Notwithstanding the
          foregoing, expiration of this Agreement pursuant to this Paragraph
          shall not alter or excuse the parties' obligations under Paragraph 3
          or Paragraph 4 of this Agreement.

     11.  Option to Renew.

          11.1 Exercise of Option. The parties that the Company shall have an
               option to renew this Agreement as to Consultant James P. Gagel
               for an additional renewal by providing written notice of such
               exercise to


<PAGE>


               Consultant James P. Gagel no later than thirty (30) days before
               the expiration of this Agreement pursuant to Paragraph 10 hereof.

          11.2 Renewal Term Compensation. If the Company exercises such option
               to renew, the terms and provisions of this Agreement shall
               continue to apply, except that additional compensation of up to
               250,000 shares of the Company's common stock (the "Renewal Term
               Shares") shall be paid to Consultant James P. Gagel in
               consideration of the services to be performed by Consultant James
               P. Gagel during such renewal term. In consultation with
               Consultant James P. Gagel, the Company shall determine the exact
               number of shares of the Company's common stock to be paid to
               Consultant James P. Gagel as Renewal Term Shares, after
               considering the value of the services to be performed by
               Consultant James P. Gagel during such renewal term and the market
               value of shares of the Company's common stock during the period
               immediately preceding the commencement of such renewal term.

     12.  Independent Contractors. The Company and the Consultant agree that the
          Consultant is an independent contractor for all services performed and
          to be performed under the terms and conditions for all services
          performed and to be performed under the terms and conditions of this
          Agreement and shall not be deemed to be the Company's agent for any
          purpose whatsoever and are not granted


<PAGE>


          any right or authority under this Agreement to assume or create any
          obligation or liability, whether express or implied, absolute or
          contingent, on the Company's behalf, or to bind the Company in any
          manner. The Consultant shall be liable for any FICA taxes, withholding
          or other similar taxes or charges arising from the issuance of any
          shares of the Company's common stock to any Consultant or any other
          compensation received hereunder, and the Consultant shall indemnify
          and hold harmless the Company therefrom; it is understood by the
          parties that the value of all such items has been taken into account
          by the parties in determining the amount of compensation for services
          rendered by the Consultant hereunder.

     13.  Representation and Warranties of the Company.

          13.1 Corporate Status. The Company is a corporation duly organized,
               validly existing and in good standing under the laws of the State
               of Nevada.

          13.2 Securities Laws. The Company shall fully comply any and all
               federal and state securities laws, rules, and regulations
               governing the issuance of any of the Shares or Renewal Term
               Shares.

          13.3 Reports with the SEC. Upon the filing and effectiveness of a Form
               10-SB, the Company will be required to file reports with the SEC
               pursuant to Section 15(d) of the Securities Exchange Act of 1934,
               as amended (the "1934 Act"), and the Company agrees that after
               the


<PAGE>


               filing and effectiveness of such Form 10-SB, and during the term
               of this Agreement and any renewal term hereunder, it will file
               with the SEC all reports required to be filed by it, and such
               reports will be true and correct in every material respect.

     14.  Representation and Warranties of Consultants. The Consultant
          represents and warrants to, and covenants with, the Company as
          follows:

          14.1 Employment. The Consultant has hereby accepted employment by the
               Company, and has agreed to perform and has performed the services
               requested by management of the Company during the term hereof.
               The services performed by the Consultant have been personally
               rendered by the Consultant, and no one acting for or on behalf of
               the Consultant.

          14.2 Limitation on Services. None of the services rendered or to be
               rendered by the Consultant and paid for by the issuance of the
               Shares or Renewal Term Shares shall be services related to any
               "capital raising" transaction.

          14.3 Valid Obligation; No Conflicts. Execution of this Agreement and
               performance of services hereunder by each Consultant constitutes
               valid and performance of services hereunder by each Consultant
               constitutes valid and binding obligations of such Consultant and
               his performance hereunder will not violate any other agreement to
               which such Consultant is a party.



<PAGE>


     15.  Miscellaneous Provisions.

          15.1 Notices. All notices or other communications required or
               permitted to be given pursuant to this Agreement shall be in
               writing and shall be considered as properly given or made if hand
               delivered, mailed from within the United States by certified or
               registered mail, or sent by prepaid telegram to the applicable
               addresses appearing in the preamble to this Agreement, or to such
               other addresses as a party may have designated by like notice
               forwarded to the other parties hereto. All notices, except
               notices of change of address, shall be deemed given when mailed
               or hand delivered and notices of change of address shall be
               deemed given when received.

          15.2 Further Assurances. At any time, and from time to time, after the
               execution hereof, each party will execute such additional
               instruments and take such action as may be reasonably requested
               by the other party to carry out the intent and purposes of this
               Agreement.

          15.3 Binding Agreement; Non-Assignability. Each of the provisions and
               agreements herein, contained shall be binding upon and ensure to
               the benefit of the personal representatives, heirs, devises,
               successors and permitted assigns of the respective parties
               hereto; however, none of the rights or obligations hereunder
               attaching to any Consultant may be


<PAGE>


               assigned, without the express written consent of the Company, and
               none of the rights or obligations hereunder attaching to the
               Company may be assigned, without the express written consent of
               the Consultant.

          15.4 Entire Agreement. This Agreement, and the other documents
               referenced herein, constitute the entire understanding of the
               parties hereto with respect to the subject matter hereof and
               supersedes and cancels any prior agreement, representation or
               communication, whether oral or written, between the parties
               relating to the transactions contemplate herein or subject matter
               hereof. No amendment, modification or alternation of the terms
               hereof shall be binding unless the same be in writing, dated
               subsequent to the date hereof and duly approved and executed by
               each of the parties hereto.

          15.5 Severability. Every provision of this Agreement is intended to be
               severable. If any term or provision hereof is illegal or invalid
               for any reason whatever, such illegality or invalidity shall not
               affect the validity of the remainder of this Agreement.

          15.6 Headings. The headings of this Agreement are inserted for
               convenience and identification only, and are in no way intended
               to describe, interpret, define or limit the scope, extent or
               intent hereof.



<PAGE>


          15.7 Counterparts. This Agreement may be executed in any number of
               counterparts, each of which shall be deemed an original, but all
               of which together shall constitute one and the same instrument.

          15.8 Governing Law. This Agreement, and the application or
               interpretation hereof, shall be governed exclusively by its terms
               and by he laws of the State of Nevada. Venue for all purposes
               shall be deemed proper within either: (a) Ottawa Lake, Michigan;
               or (b) with respect to any action relating to the rights or
               obligations hereunder of Consultant James P. Gagel, the District
               of Columbia or the State of Florida.

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement the day and year first written above.

                                            Noram Gaming & Entertainment, Inc.

                                            By: 
                                                --------------------------------
                                                     George C. Zilba, President


                                            By: 
                                                --------------------------------
                                                     James P. Gagel