THESE  SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR
THE LAWS OF ANY STATE. THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS THEY
ARE  REGISTERED  UNDER  SUCH  ACT AND  APPLICABLE  STATE  SECURITIES  LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.

                   Warrants for 600,000 shares of Common Stock


                            NTN COMMUNICATIONS, INC.
                               WARRANT CERTIFICATE


     This warrant certificate ("Warrant  Certificate")  certifies that for value
received ALLEN & COMPANY LLC or permitted assigns (the "Holder") is the owner of
the number of warrants ("Warrants")  specified above, each of which entitles the
Holder  thereof  to  purchase,  at any time on or  before  the  Expiration  Date
(hereinafter  defined) one fully paid and non-assessable  share of Common Stock,
$0.005 par value  ("Common  Stock"),  of NTN  Communications,  Inc.,  a Delaware
corporation  (the  "Company"),  at a purchase price of $1.00 per share of Common
Stock in lawful money of the United States of America in cash or by certified or
cashier's  check or a  combination  of cash and  certified or  cashier's  check,
subject to adjustment as hereinafter provided.

     1. WARRANT; PURCHASE PRICE

     Each Warrant shall entitle the Holder to purchase one share of Common Stock
of the Company and the  purchase  price  payable  upon  exercise of the Warrants
shall  initially be $1.00 per share of Common  Stock,  subject to  adjustment as
hereinafter  provided (the "Purchase  Price").  The Purchase Price and number of
shares of Common  Stock  issuable  upon  exercise of each Warrant are subject to
adjustment  as provided in Section 6. The shares of Common Stock  issuable  upon
exercise of the  Warrants  (and/or  other  shares of common stock so issuable by
reason of any  adjustments  pursuant  to Section 6) are  sometimes  referred  to
herein as the "Warrant Shares".

     2. EXERCISE; EXPIRATION DATE; TIMING OF GRANTS; VESTING

          2.1 The Warrants are exercisable,  at the option of the Holder, at any
     time after issuance and on or before the Expiration Date, upon surrender of
     this Warrant  Certificate  to the Company  together  with a duly  completed
     Notice of Exercise,  in the form attached  hereto as Exhibit A, and payment
     of an amount equal to the Purchase Price times the number of Warrants to be
     exercised.  In  the  case  of  exercise  of  less  than  all  the  Warrants
     represented  by this  Warrant  Certificate,  the Company  shall  cancel the
     Warrant  Certificate  upon the  surrender  thereof  and shall  execute  and
     deliver a new Warrant Certificate for the balance of such Warrants.

                                       1
<PAGE>

          2.2 The term  "Expiration  Date" shall mean 5:00 p.m. New York time on
     September  25,  2009,  or if such date  shall in the State of New York be a
     holiday or a day on which banks are authorized to close, then 5:00 p.m. New
     York time the next  following  date which in the State of New York is not a
     holiday or a day on which banks are authorized to close.

          2.3 200,000  Warrants (the "Up Front Warrants") will become vested and
     exercisable  as to  one-twelfth  (1/12) of the total shares of Common Stock
     issuable  hereunder  at the  end of  each  subsequent  three  month  period
     following September 25, 2002, subject to the continuous  provision by Allen
     &  Company  LLC of  general  financial  advisory  services  to the  Company
     pursuant to that letter agreement dated September 25, 2002 (the "Engagement
     Letter"). In the event of the termination of the obligation to provide such
     general advisory services to the Company pursuant to the Engagement Letter,
     the Warrants may only be exercised by the Holder to the extent  exercisable
     on  the  date  of  such  termination.  400,000  Warrants  (the  "Contingent
     Warrants") shall be issued only upon  consummation of a Private  Placement,
     as  defined  in the  Engagement  Letter,  of at least 44  million  in gross
     proceeds to the Company.

     3. REGISTRATION AND TRANSFER ON COMPANY BOOKS

          3.1 The Company shall maintain books for the registration and transfer
     of the Warrants and the  registration  and transfer of the shares of Common
     Stock issued upon exercise of the Warrants.

          3.2 Prior to due  presentment  for  registration  of  transfer of this
     Warrant Certificate,  or the shares of Common Stock issued upon exercise of
     the Warrants,  the Company may deem and treat the registered  Holder as the
     absolute owner thereof.

          3.3 Neither this Warrant nor the shares of Common Stock  issuable upon
     exercise hereof have been  registered  under the Securities Act of 1933, as
     amended (the  "Securities  Act"). The Holder will not transfer this Warrant
     or the shares of Common Stock  issuable  upon  exercise  hereof  unless (i)
     there is an effective registration covering such Warrant or such shares, as
     the case may be, under the Securities Act and applicable  states securities
     laws,  or (ii) it  first  receives  an  opinion  letter  from an  attorney,
     acceptable to the Company's board of directors or its agents,  stating that
     in the  opinion  of the  attorney  the  proposed  transfer  is exempt  from
     registration  under  the  Securities  Act and under  all  applicable  state
     securities  laws.  The Company shall  register upon its books any permitted
     transfer of a Warrant  Certificate,  upon  surrender of same to the Company
     with a written  instrument  of transfer  duly  executed  by the  registered
     Holder or by a duly  authorized  attorney.  Upon any such  registration  of
     transfer,  new Warrant  Certificate(s) shall be issued to the transferee(s)
     and the surrendered Warrant Certificate shall be canceled by the Company. A
     Warrant Certificate may also be exchanged, at the option of the Holder, for
     new  Warrant  Certificates  representing  in the  aggregate  the  number of
     Warrants evidenced by the Warrant Certificate surrendered.  Notwithstanding
     the foregoing,  this Warrant is not transferable  without the prior written
     consent of the Company;  provided that without the Company's  prior written
     consent this Warrant  Certificate,  the Warrants represented hereby, may be
     sold,  assigned  or  otherwise

                                       2
<PAGE>

     transferred  voluntarily  by the Holder to  officers  or  directors  of the
     Holder, or to the Holder's parent or subsidiary corporations.

     4. RESERVATION OF SHARES

     The Company  covenants that it will at all times reserve and keep available
out of its  authorized  Common  Stock,  solely  for the  purpose  of issue  upon
exercise of the Warrants, such number of shares of Common Stock as shall then be
issuable upon the exercise of all outstanding  Warrants.  The Company  covenants
that all shares of Common  Stock which shall be  issuable  upon  exercise of the
Warrants shall be duly and validly issued and fully paid and  non-assessable and
free from all taxes,  liens and charges with respect to the issue  thereof,  and
that upon  issuance  such shares the Company shall use its best efforts to cause
such shares to be listed on each national securities exchange,  if any, on which
the other shares of outstanding Common Stock of the Company are then listed.

     5. LOSS OR MUTILATION

     Upon receipt by the Company of reasonable  evidence of the ownership of and
the loss,  theft,  destruction or mutilation of any Warrant  Certificate and, in
the case of loss, theft or destruction,  of indemnity reasonably satisfactory to
the Company,  or, in the case of mutilation,  upon surrender and cancellation of
the mutilated Warrant Certificate, the Company shall execute and deliver in lieu
thereof a new Warrant Certificate representing an equal number of Warrants.

     6. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES DELIVERABLE

          6.1 The number of shares of Common Stock purchasable upon the exercise
     of each Warrant  (such  shares  being  referred to in this Section 6 as the
     "Warrant Shares") and the Purchase Price with respect to the Warrant Shares
     shall be subject to adjustment as follows:

               6.1.1 In case the Company  shall (i) declare a dividend or make a
          distribution  on its Common  Stock  payable  in shares of its  capital
          stock,  (ii) subdivide its outstanding  shares of Common Stock through
          stock split or  otherwise,  (iii)  combine its  outstanding  shares of
          Common Stock into a smaller number of shares of Common Stock,  or (iv)
          issue by  reclassification  of its Common  Stock  (including  any such
          reclassification in connection with a consolidation or merger in which
          the Company is the  continuing  corporation)  other  securities of the
          Company,  the number and/or nature of Warrant Shares  purchasable upon
          exercise of each Warrant  immediately  prior thereto shall be adjusted
          so that the Holder shall be entitled to receive the kind and number of
          Warrant  Shares or other  securities  of the Company  which the Holder
          would have owned or have been  entitled to receive after the happening
          of any of the events  described above, had such Warrant been exercised
          immediately  prior to the  happening  of such event or any record date
          with respect  thereto.  An adjustment  made pursuant to this Paragraph
          6.1.1 shall become  effective  retroactively  as of the record date of
          such event.

                                       3
<PAGE>

               6.1.2 In case the Company shall  distribute to all holders of its
          shares of Common Stock, or all holders of Common Stock shall otherwise
          become  entitled  to receive,  shares of capital  stock of the Company
          (other than dividends or distributions on its Common Stock referred to
          in Paragraph 6.1.1 above), or rights, options, warrants or convertible
          securities providing the right to subscribe for or purchase any shares
          of the  Company's  capital  stock , then in each  case the  number  of
          Warrant  Shares  thereafter  purchasable  upon  the  exercise  of each
          Warrant  shall be  determined  by  multiplying  the  number of Warrant
          Shares theretofore purchasable upon the exercise of each Warrant, by a
          fraction,  of which the  numerator  shall be the then Market Price Per
          Share of Common Stock (as  determined  pursuant to Section 9.2) on the
          record date mentioned below in this Paragraph  6.1.3, and of which the
          denominator  shall be the then Market  Price Per Share of Common Stock
          on such record date,  less the then fair value (as  determined  by the
          Board of Directors  of the  Company,  in good faith) of the portion of
          the shares of the Company's  capital stock other than Common Stock,  ,
          or of  such  rights,  options,  warrants  or  convertible  securities,
          distributable  with  respect  to each  share  of  Common  Stock.  Such
          adjustment  shall be made whenever any such  distribution is made, and
          shall  become  effective  retroactively  as of the record date for the
          determination of shareholders entitled to receive such distribution.

               6.1.3  In  the  event  of  any  capital   reorganization  or  any
          reclassification of the capital stock of the Company or in case of the
          consolidation or merger of the Company with another corporation (other
          than a consolidation or merger in which the outstanding  shares of the
          Company's  Common Stock are not converted  into or exchanged for other
          rights or  interests),  or in the case of any sale,  transfer or other
          disposition  to another  corporation of all or  substantially  all the
          properties and assets of the Company, the Holder of each Warrant shall
          thereafter be entitled to purchase (and it shall be a condition to the
          consummation   of   any   such    reorganization,    reclassification,
          consolidation,  merger,  sale,  transfer  or  other  disposition  that
          appropriate  provisions  shall  be  made  so that  such  Holder  shall
          thereafter  be entitled to purchase)  the kind and amount of shares of
          stock and other  securities  and property  (including  cash) which the
          Holder  would have been  entitled  to receive had such  Warrants  been
          exercised   immediately   prior   to  the   effective   date  of  such
          reorganization,   reclassification,   consolidation,   merger,   sale,
          transfer  or  other  disposition;  and in any  such  case  appropriate
          adjustments shall be made in the application of the provisions of this
          Article 6 with respect to rights and interest thereafter of the Holder
          of the Warrants to the end that the provisions of this Article 6 shall
          thereafter be applicable, as near as reasonably may be, in relation to
          any shares or other property thereafter  purchasable upon the exercise
          of  the  Warrants.  The  provisions  of  this  Paragraph  6.1.4  shall
          similarly  apply  to  successive  reorganizations,  reclassifications,
          consolidations, mergers, sales, transfers or other dispositions.

               6.1.4 Whenever the number of Warrant Shares  purchasable upon the
          exercise of each Warrant is adjusted, as provided in this Section 6.1,
          the  Purchase  Price  with  respect  to the  Warrant  Shares  shall be
          adjusted by multiplying such Purchase Price  immediately prior to such
          adjustment by a fraction,  of which the numerator  shall be the number
          of  Warrant  Shares  purchasable  upon the  exercise  of each  Warrant
          immediately  prior to such  adjustment,

                                       4
<PAGE>

          and of which the denominator  shall be the number of Warrant Shares so
          purchasable immediately thereafter.


          6.2 No adjustment in the number of Warrant  Shares  purchasable  under
     the Warrants,  or in the Purchase Price with respect to the Warrant Shares,
     shall be  required  unless  such  adjustment  would  require an increase or
     decrease of at least 1% in the number of Warrant  Shares  issuable upon the
     exercise of such  Warrant,  or in the  Purchase  Price  thereof;  provided,
     however,  that any adjustments  which by reason of this Section 6.2 are not
     required to be made shall be carried  forward and taken into account in any
     subsequent  adjustment.  All final results of  adjustments to the number of
     Warrant  Shares  and the  Purchase  Price  thereof  shall be rounded to the
     nearest one  thousandth of a share of the nearest cent, as the case may be.
     Anything in this  Section 6 to the  contrary  notwithstanding,  the Company
     shall be entitled,  but not be required, to make such changes in the number
     of Warrant Shares purchasable upon the exercise of each Warrant,  or in the
     Purchase Price thereof,  in addition to those required by such Section,  as
     it in its  discretion  shall  determine  to be  advisable in order that any
     dividend  or   distribution   in  shares  of  Common  Stock,   subdivision,
     reclassification  or  combination  of shares of Common  Stock,  issuance of
     rights,  warrants or options to purchase  Common Stock,  or distribution of
     shares of stock other than  Common  Stock,  evidences  of  indebtedness  or
     assets  (other  than  distributions  of cash out of retained  earnings)  or
     convertible or exchangeable securities hereafter made by the Company to the
     holders of its Common  Stock  shall not result in any tax to the holders of
     its Common Stock or securities convertible into Common Stock.

          6.3  Whenever  the  number  of  Warrant  Shares  purchasable  upon the
     exercise of each  Warrant or the Purchase  Price of such Warrant  Shares is
     adjusted,  as herein  provided,  the Company  shall mail to the Holder,  as
     promptly as  practicable at the address of the Holder shown on the books of
     the  Company,  a notice of such  adjustment  or  adjustments,  prepared and
     signed by the Chief  Financial  Officer or Secretary of the Company,  which
     sets forth the number of Warrant  Shares  purchasable  upon the exercise of
     each  Warrant and the  Purchase  Price of such  Warrant  Shares  after such
     adjustment,  a brief  statement of the facts  requiring such adjustment and
     the computation by which such adjustment was made.

          6.4 In the  event  that at any  time  prior to the  expiration  of the
     Warrants and prior to their exercise:

               6.4.1 the Company  shall declare any  distribution  (other than a
          cash dividend or a dividend  payable in securities of the Company with
          respect to the Common Stock); or

               6.4.2 the Company shall offer for subscription to all the holders
          of the Common Stock any additional shares of stock of any class or any
          other  securities  convertible  into  Common  Stock or any  rights  to
          subscribe thereto; or

               6.4.3 the Company shall declare any stock split,  stock dividend,
          subdivision,  combination, or similar distribution with respect to the
          Common  Stock,  regardless  of the  effect  of any  such  event on the
          outstanding number of shares of Common Stock; or

                                       5
<PAGE>

               6.4.4 the Company shall declare a dividend, other than a dividend
          payable in shares of the Company's own Common Stock; or

               6.4.5  there  shall be any  capital  change in the Company as set
          forth in Paragraph 6.1.4; or

               6.4.6  there  shall be a voluntary  or  involuntary  dissolution,
          liquidation,  or winding up of the Company  (other than in  connection
          with a consolidation,  merger,  or sale of all or substantially all of
          its property, assets and business as an entity);

(each such event hereinafter being referred to as a "Notification  Event"),  the
Company  shall cause to be mailed to the Holder,  not less than twenty (20) days
prior to the record date, if any, in  connection  with such  Notification  Event
(provided,  however,  that if there is no record  date,  or if twenty  (20) days
prior notice is impracticable, as soon as practicable) written notice specifying
the  nature of such  event and the  effective  date of, or the date on which the
books of the  Company  shall close or a record  shall be taken with  respect to,
such event. Such notice shall also set forth facts indicating the effect of such
action (to the extent  such  effect may be known at the date of such  notice) on
the  Purchase  Price  and the kind and  amount  of the  shares of stock or other
securities or property  deliverable upon exercise of the Warrants.  For purposes
here of, a business day shall mean any day other than a Saturday,  Sunday or any
other day in which  commercial  banks are  authorized by law to be closed in New
York, New York.

          6.5 The form of Warrant Certificate need not be changed because of any
     change in the Purchase  Price,  the number of Warrant Shares  issuable upon
     the exercise of a Warrant or the number of Warrants outstanding pursuant to
     this Section 6, and Warrant Certificates issued before or after such change
     may state the same  Purchase  Price,  the same number of Warrants,  and the
     same number of Warrant  Shares  issuable  upon  exercise of Warrants as are
     stated in the  Warrant  Certificates  theretofore  issued  pursuant to this
     Agreement.  The Company may, however,  at any time, in its sole discretion,
     make  any  change  in the  form of  Warrant  Certificate  that it may  deem
     appropriate and that does not affect the substance thereof, and any Warrant
     Certificates  thereafter  issued or  countersigned,  whether in exchange or
     substitution for an outstanding Warrant Certificate or otherwise, may be in
     the form as so changed.

     7. CONVERSION RIGHTS

          7.1 In lieu of exercise of any portion of the  Warrants as provided in
     Section 2.1 hereof,  the Warrants  represented by this Warrant  Certificate
     (or any portion  thereof) may, at the election of the Holder,  be converted
     into the nearest  whole  number of shares of Common Stock equal to: (1) the
     product of (a) the number of Warrants to be so converted, (b) the number of
     shares of Common Stock then  issuable upon the exercise of each Warrant and
     (c) the excess,  if any, of (i) the Market  Price Per Share (as  determined
     pursuant to Section 9.2) with respect to the date of  conversion  over (ii)
     the Purchase Price in effect on the business day next preceding the date of
     conversion,  divided by (2) the Market  Price Per Share with respect to the
     date of conversion.

                                       6
<PAGE>

          7.2  The  conversion  rights  provided  under  this  Section  7 may be
     exercised  in whole or in part and at any time and from time to time  while
     any  Warrants  remain  outstanding.  In order to  exercise  the  conversion
     privilege,  the Holder shall surrender to the Company, at its offices, this
     Warrant Certificate accompanied by a duly completed Notice of Conversion in
     the form attached  hereto as Exhibit B. The Warrants (or so much thereof as
     shall have been  surrendered for  conversion)  shall be deemed to have been
     converted  immediately  prior  to the  close  of  business  on  the  day of
     surrender of such Warrant Certificate for conversion in accordance with the
     foregoing provisions. As promptly as practicable on or after the conversion
     date,  the  Company  shall  issue and shall  deliver  to the  Holder  (i) a
     certificate  or  certificates  representing  the number of shares of Common
     Stock to which the Holder shall be entitled as a result of the  conversion,
     and (ii) if the Warrant  Certificate is being converted in part only, a new
     certificate  in principal  amount equal to the  unconverted  portion of the
     Warrant Certificate.

     8. VOLUNTARY ADJUSTMENT BY THE COMPANY

     The  Company  may,  at its  option,  at any  time  during  the  term of the
Warrants,   reduce  the  then  current  Purchase  Price  to  any  amount  deemed
appropriate  by the Board of Directors of the Company  and/or extend the date of
the expiration of the Warrants.

     9. FRACTIONAL SHARES AND WARRANTS; DETERMINATION OF MARKET PRICE PER SHARE

          9.1 Anything  contained  herein to the contrary  notwithstanding,  the
     Company  shall not be required  to issue any  fraction of a share of Common
     Stock in  connection  with the  exercise of  Warrants.  Warrants may not be
     exercised in such number as would result (except for the provisions of this
     paragraph)  in the issuance of a fraction of a share of Common Stock unless
     the Holder is  exercising  all Warrants  then owned by the Holder.  In such
     event, the Company shall, upon the exercise of all of such Warrants,  issue
     to the Holder the largest  aggregate whole number of shares of Common Stock
     called  for  thereby  upon  receipt of the  Purchase  Price for all of such
     Warrants and pay a sum in cash equal to the  remaining  fraction of a share
     of Common Stock,  multiplied  by its Market Price Per Share (as  determined
     pursuant to Section 9.2 below) as of the last  business day  preceding  the
     date on which the Warrants are presented for exercise.

          9.2 As used herein,  the "Market  Price Per Share" with respect to any
     date shall mean the closing  price per share of Company's  Common Stock for
     the trading day immediately preceding such date. The closing price for each
     such day shall be the last sale price  regular way or, in case no such sale
     takes place on such day,  the  average of the closing bid and asked  prices
     regular way, in either case on the principal  securities  exchange on which
     the  shares of Common  Stock of the  Company  are  listed  or  admitted  to
     trading,  the last sale price,  or in case no sale takes place on such day,
     the average of the closing bid and asked  prices of the Common Stock on the
     American Stock Exchange (AMEX) or any comparable  system,  or if the Common
     Stock is not reported on AMEX, or a comparable  system,  the average of the
     closing bid and asked  prices as  furnished  by two members of the National
     Association of Securities  Dealers,  Inc. selected from time to time by the
     Company for that purpose.  If such bid and asked prices are not  available,
     then  "Market  Price Per

                                       7
<PAGE>

Share" shall be equal to the fair market value of the Company's  Common Stock as
determined in good faith by the Board of Directors of the Company.

     10. REGISTRATION RIGHTS

          10.1 The Company agrees that, at any time or times  hereafter,  as and
     when it intends to register any of its securities  under the Securities Act
     ,  whether  for is own  account  and/or on behalf of  selling  stockholders
     (except in  connection  with an offering on Form S-8 or an offering  solely
     related  to an  acquisition  or  exchange  on a Form S-4 or any  subsequent
     similar  form),  the Company will notify the Holder of such  intention and,
     upon request from the Holder, will use its reasonable best efforts to cause
     the Warrant  Shares  designated  by the Holder to be  registered  under the
     Securities  Act.  The  number  of  Warrant  Shares to be  included  in such
     offering  may be  reduced  if and to the  extent  that the  underwriter  of
     securities  included  in the  registration  statement  and  offered  by the
     Company shall be of the opinion that such inclusion would adversely  affect
     the  marketing  of  the  securities  to be  sold  by the  Company  therein;
     provided,  however,  that the  percentage  of the reduction of such Warrant
     Shares shall be no greater than the  percentage  reduction of securities of
     other selling stockholders (other than with respect to selling stockholders
     holding  registration  rights senior to the registration rights accorded to
     the Holder hereunder),  as such percentage reductions are determined in the
     good faith  judgement of the Company.  The Company will use its  reasonable
     best efforts to keep such registration statement current for such period of
     time as is not otherwise  burdensome to the Company,  in no event to exceed
     90 days. All  obligations to register the Warrant Shares and/or to maintain
     a current registration  statement under this Section 10 shall expire on the
     date on which all Warrant  Shares may be sold pursuant to Rule 144(k) under
     the Securities Act.

          10.2 Any  registration  statement  referred to in Section  10.2 hereof
     shall be prepared and processed in accordance  with the following terms and
     conditions:

               10.2.1 The Holder will  cooperate in  furnishing  promptly to the
          Company  in  writing  any  information  requested  by the  Company  in
          connection  with  the  preparation,  filing  and  processing  of  such
          registration statement.

               10.2.2 To the extent  requested by an  underwriter  of securities
          included in the registration statement and offered by the Company, the
          Holder will defer the sale of Warrant  Shares for a period  commencing
          twenty (20) days prior and  terminating  one hundred twenty (120) days
          after the effective date of the registration statement,  provided that
          any  principal  shareholders  of the  Company  who  also  have  shares
          included in the registration statement will also defer their sales for
          a similar period.

               10.2.3 The  Company  will  furnish to the Holder  such  number of
          prospectuses or other documents  incident to such  registration as may
          from time-to-time be reasonably requested,  and cause its shares to be
          qualified under the blue-sky laws of those states reasonably requested
          by the Holder.

               10.2.4 The Company  will  indemnify  the Holder (and any officer,
          director or  controlling  person of the  Holder) and any  underwriters
          acting on behalf of the Holder

                                       8
<PAGE>

          against all claims,  losses,  expenses,  damages and  liabilities  (or
          actions in respect thereof) to which they may become subject under the
          Securities  Act or otherwise,  arising out of or based upon any untrue
          or alleged  untrue  statement of any material  facts  contained in any
          registration statement filed pursuant hereto, or any document relating
          thereto,  including all amendments and supplements,  or arising out of
          or based upon the  omission  or alleged  omission  to state  therein a
          material fact  required to be stated  therein or necessary to make the
          statements  therein  contained no  misleading,  and will reimburse the
          Holder (or such  aforementioned  parties) or such underwriters for any
          legal and all other expenses  reasonably  incurred in accordance  with
          investigating or defending any such claim, loss, damage,  liability or
          action;  provided,  however, that the Company will not be liable where
          the untrue or alleged untrue statement or omission or alleged omission
          is based upon  information  furnished in writing to the Company by the
          Holder or any  underwriter  obtained by the Holder  expressly  for use
          therein,  or as a result  of the  Holder's  or any such  underwriter's
          failure  to furnish  to the  Company  information  duly  requested  in
          writing by counsel for the Company specifically for use therein.  This
          indemnity  agreement  shall be in addition to any other  liability the
          Company may have. The indemnity  agreement of the Company contained in
          this  Paragraph  10.2.4 shall remain  operative  and in full force and
          effect  regardless  of any  investigation  made by or on behalf of any
          indemnified  party and shall  survive the  delivery of and payment for
          the Warrant Shares.

               10.2.5 The Holder will  indemnify  the Company  (and any officer,
          director or  controlling  person of the Company) and any  underwriters
          acting on behalf of the Company against all claims, losses,  expenses,
          damages and liabilities (or actions in respect  thereof) to which they
          may become subject under the Securities Act or otherwise,  arising out
          of or based upon any untrue or alleged untrue statement filed pursuant
          hereto, or any document  relating  thereto,  including all amendments,
          and  supplements,  or  arising  out of or based upon the  omission  or
          alleged  omission  to state  therein a material  fact  required  to be
          stated therein or necessary to make the statements  therein  contained
          not   misleading,   and,   will   reimburse   the   Company  (or  such
          aforementioned  parties) or such  underwriters for any legal and other
          expenses  reasonably  incurred in  connection  with  investigating  or
          defending any such claim, loss, damage, liability or action; provided,
          however,  that the  Holder  will be  liable as  aforesaid  only to the
          extent that such  untrue or alleged  untrue  statement  or omission or
          alleged omission is based upon information furnished in writing to the
          Company  by the  Holder  or any  underwriter  obtained  by the  Holder
          expressly for use therein, or as a result of its or such underwriter's
          failure to furnish the Company  with  information  duly  requested  in
          writing by counsel for the Company specifically for use therein.  This
          indemnity  agreement  contained in this Paragraph  10.325 shall remain
          operative and in full force and effect regardless of any investigation
          made by or on behalf of any  indemnified  party and shall  survive the
          delivery of and payment for the Warrant Shares.

               10.2.6 Promptly after receipt by an indemnified  party under this
          subsection  10.2 of notice of the  commencement  of any  action,  such
          indemnified  party will,  if a claim in respect  thereof is to be made
          against the indemnifying party, promptly notify the indemnifying party
          of the  commencement  thereof,  but  the  omission  so to  notify  the
          indemnifying party will not relieve it from any liability which it may
          have to any  indemnified  party  otherwise than under

                                       9
<PAGE>

          this  subsection  10.2. In case any such action is brought against any
          indemnified  party,  and it  notifies  the  indemnifying  party of the
          commencement  thereof,  the  indemnifying  party will be  entitled  to
          participate  in, and, to the extent that it may wish  jointly with any
          other  indemnifying  party similarly  notified,  to assume the defense
          thereof,  with counsel  reasonably  satisfactory  to such  indemnified
          party, and after notice from the indemnifying party of its election so
          to assume  the  defense  thereof,  the  indemnifying  party will not e
          liable to such  indemnified  party under this  subsection 10.2 for any
          legal or other  expenses  subsequently  incurred  by such  indemnified
          party in connection  with the defense  thereof,  other than reasonable
          costs of investigation  or  out-of-pocket  expenses or losses or costs
          incurred in collaborating the defense.

               10.2.7  Except as set forth in  subsection  10.2.8,  the  Company
          shall  bear  all  costs  and  expenses  incident  to any  registration
          pursuant to this Section 10.

               10.2.8 The Holder shall pay any and all underwriters'  discounts,
          brokerage  fees  and  transfer  taxes  incident  to  the  sale  of any
          securities  sold by such Holder pursuant to this Section 10, and shall
          pay the fees and expenses of any attorneys or accountants  retained by
          it.


     11. GOVERNING LAW

     This Warrant  Certificate  shall be governed by and construed in accordance
with the laws of the State of New York.


                                       10
<PAGE>


     IN WITNESS WHEREOF,  the Company has caused this Warrant  Certificate to be
duly executed by its officers  thereunto duly  authorized and its corporate seal
to be affixed hereon, as of this 25th day of September, 2002.


                                        NTN COMMUNICATIONS, INC.



                                        By:
                                           ------------------------------------
                                           Name:    Stan Kinsey
                                           Title:   Chief Executive Officer



                                       11
<PAGE>


                                                                 EXHIBIT A


                               NOTICE OF EXERCISE


     The undersigned hereby irrevocably elects to exercise,  pursuant to Section
2 of the  Warrant  Certificate  accompanying  this Notice of  Exercise,  _______
Warrants of the total number of Warrants  owned by the  undersigned  pursuant to
the accompanying Warrant Certificate, and herewith makes payment of the Purchase
Price of such shares in full.





                                        Name of Holder



                                        Signature

                                        Address:



                                       12
<PAGE>


                                                                 EXHIBIT B


                              NOTICE OF CONVERSION


     The undersigned hereby irrevocably elects to convert, pursuant to Section 7
of the  Warrant  Certificate  accompanying  this Notice of  Conversion,  _______
Warrants of the total number of Warrants  owned by the  undersigned  pursuant to
the  accompanying  Warrant  Certificate  into shares of the Common  Stock of the
Company (the "Shares").

     The number of Shares to be received by the undersigned  shall be calculated
in accordance  with the  provisions of Section 7.1 of the  accompanying  Warrant
Certificate.




                                        Name of Holder



                                        Signature

                                        Address:



                                       13