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                                                                     EXHIBIT 4.1

                  WARRANT AGREEMENT dated as of April 19, 2000 between NTN
Communications, Inc., a Delaware corporation (the "Company"), and Starr
Securities, Inc. ("Starr") and GunnAllen Financial, Inc. ("GunnAllen" and,
together with Starr, sometimes referred to as the Underwriters").

                              W I T N E S S E T H:

                  WHEREAS, the Company proposes to issue to GunnAllen warrants
("Warrants") to purchase up to an aggregate of 42,000 shares (the "Shares") of
common stock of the Company, par value $.005 per share (the "Common Stock"); and

                  WHEREAS, the Underwriters have agreed pursuant to the
underwriting agreement (the "Underwriting Agreement") dated April 14, 2000
between the Underwriters and the Company, to act as the underwriters in
connection with the Company's proposed public offering (the "Public Offering")
of 2,000,000 shares of Common Stock at an initial public offering price of $3.00
per share of Common Stock; and

                  WHEREAS, the Warrants issued pursuant to this Agreement are
being issued by the Company to the Underwriters or officers, directors or
partners of the Underwriters and members of the selling group (the "Selling
Group") and/or their officers, directors or partners, in consideration for, and
as part of the Underwriters' compensation in connection with, the Underwriters
acting as the underwriters pursuant to the Underwriting Agreement;

                  NOW, THEREFORE, in consideration of the foregoing premises,
the payment by the Underwriters to the Company of an aggregate of Forty-Two
Dollars and No Cents ($42.00) ($42.00 from GunnAllen), the agreements herein set
forth and other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

I.       GRANT. THE UNDERWRITERS, AND/OR THEIR DESIGNEES WHO ARE OFFICERS,
         DIRECTORS OR PARTNERS OF THE UNDERWRITERS OR MEMBERS OF THE SELLING
         GROUP IN CONNECTION WITH THE PUBLIC OFFERING, ARE HEREBY GRANTED THE
         RIGHT TO PURCHASE, AT ANY TIME FROM APRIL 14, 2000 UNTIL 5:00 P.M., NEW
         YORK CITY TIME, ON APRIL 14, 2005 (THE "WARRANT EXERCISE TERM"), UP TO
         AN AGGREGATE OF 42,000 SHARES AT AN INITIAL EXERCISE PRICE (SUBJECT TO
         ADJUSTMENT AS PROVIDED IN ARTICLE 8 HEREOF) OF $3.75 PER SHARE.

II.      WARRANT CERTIFICATES. THE WARRANT CERTIFICATES (THE WARRANT
         CERTIFICATES") DELIVERED AND TO BE DELIVERED PURSUANT TO THIS AGREEMENT
         SHALL BE IN THE FORM SET FORTH AS EXHIBIT A ATTACHED HERETO AND MADE A
         PART HEREOF, WITH SUCH APPROPRIATE INSERTIONS, OMISSIONS, SUBSTITUTIONS
         AND OTHER VARIATIONS AS REQUIRED OR PERMITTED BY THIS AGREEMENT.

III.     EXERCISE OF WARRANTS.


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         A.       Cash Exercise. The Warrants initially are exercisable at a
                  price of $3.75 per Share, payable in cash or by check to the
                  order of the Company, or any combination of cash or check,
                  subject to adjustment as provided in Article 8 hereof. Upon
                  surrender of the Warrant Certificate with the annexed Form of
                  Election to Purchase duly executed, together with payment of
                  the Exercise Price (as hereinafter defined) for the Shares
                  purchased at the Company's principal offices, currently
                  located at The Campus, 5966 La Place Court, Suite 100,
                  Carlsbad, California 92008, the registered holder of a Warrant
                  Certificate ("Holder" or "Holders") shall be entitled to
                  receive a certificate or certificates for the Shares so
                  purchased. The purchase rights represented by each Warrant
                  Certificate are exercisable at the option of the Holder
                  hereof, in whole or in part (but not as to fractional shares
                  of the Common Stock). In the case of the purchase of less than
                  all the Shares purchasable under any Warrant Certificate, the
                  Company shall cancel said Warrant Certificate upon the
                  surrender thereof and shall execute and deliver a new Warrant
                  Certificate of like tenor for the balance of the Shares
                  purchasable thereunder.

         B.       Cashless Exercise. At any time during the Warrant Exercise
                  Term, the Holder may, at its option, exchange this Warrant, in
                  whole or in part (a "Warrant Exchange"), into the number of
                  Shares determined in accordance with this Section 3.2, by
                  surrendering this Warrant at the principal office of the
                  Company or at the office of its transfer agent, accompanied by
                  a notice stating (i) such Holder's intent to effect such
                  exchange, (ii) the number of Shares to be exchanged and (iii)
                  the date on which the Holder requests that such Warrant
                  Exchange occur (the "Notice of Exchange"). The Warrant
                  Exchange shall take place on the date specified in the Notice
                  of Exchange or, if later, the date the Notice of Exchange is
                  received by the Company (the "Exchange Date"). Certificates
                  for the Shares issuable upon such Warrant Exchange and, if
                  applicable, a new warrant of like tenor evidencing the balance
                  of the Shares remaining subject to this Warrant, shall be
                  issued as of the Exchange Date and delivered to the Holder
                  within five (5) business days following the Exchange Date. In
                  connection with any Warrant Exchange, this Warrant shall
                  represent the right to subscribe for and acquire the number of
                  Shares (rounded to the next highest integer) equal to (i) the
                  number of Shares specified by the Holder in its Notice of
                  Exchange (the "Total Number") less (ii) the number of Shares
                  equal to the quotient obtained by dividing (A) the product of
                  the Total Number and the existing Exercise Price (as
                  hereinafter defined) by (B) the current market value of a
                  share of Common Stock. For purposes of this Section 3.2, the
                  term "current market value" shall mean the (i) last reported
                  sale price on the last trading day or, in case no such
                  reported sale takes place on such day, the average last
                  reported sale price for the last three (3) trading days, in
                  either case as officially reported by the principal securities
                  exchange on which the Common Stock is listed or admitted to
                  trading, or by the Nasdaq National Market or SmallCap Market
                  (referred to hereinafter as "NASDAQ") if the Common Stock is
                  not listed or admitted to trading on any national securities
                  exchange but is listed or quoted upon NASDAQ, or (ii) if the
                  Common Stock is not traded on a national securities exchange
                  or NASDAQ, the closing bid price on the last trading day, or,
                  in case no such reported bid takes place on such day, the
                  average closing bid price for the last three (3) trading days,
                  as furnished by NASDAQ or similar organization if NASDAQ is no
                  longer reporting such information, or (iii) if the Common
                  Stock is not listed upon a principal exchange or quoted on


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                  NASDAQ, but quotes for the Common Stock are available in the
                  OTC Bulletin Board or "pink sheets" the closing bid price on
                  the last trading day, or, in case no such bid takes place on
                  such day, the average closing bid price for the last three (3)
                  trading days as furnished on the OTC Bulletin Board or (iv) in
                  the event the Common Stock is not traded upon a principal
                  exchange and not listed on NASDAQ and quotes are not available
                  on the OTC Bulletin Board, the price as determined in good
                  faith by resolution of the Board of Directors of the Company,
                  based on the best information available to it.

IV.      ISSUANCE OF CERTIFICATES.

         A.       Issuance. Upon the exercise of the Warrants, the issuance of
                  certificates for the Shares shall be made forthwith (and in
                  any event within five (5) business days thereafter) without
                  charge to the Holder thereof including, without limitation,
                  any tax which may be payable in respect of the issuance
                  thereof, and such certificates shall (subject to the
                  provisions of Article 5 hereof) be issued in the name of, or
                  in such names as may be directed by, the Holder thereof;
                  provided however, that the Company shall not be required to
                  pay any tax which may be payable in respect of any transfer
                  involved in the issuance and delivery of any such certificates
                  in a name other than that of the Holder and the Company shall
                  not be required to issue or deliver such certificates unless
                  or until the person or persons requesting the issuance thereof
                  shall have paid to the Company the amount of such tax or shall
                  have established to the satisfaction of the Company that such
                  tax has been paid.

         B.       Form of Certificates. The Warrant Certificates and
                  certificates representing the Shares shall be executed on
                  behalf of the Company by the manual or facsimile signature of
                  the present or any future Chairman or Vice Chairman of the
                  Board of Directors or president or Vice President of the
                  Company under its corporate seal reproduced thereon, attested
                  to by the manual or facsimile signature of the present or any
                  future Secretary or Assistant Secretary of the Company.
                  Warrant Certificates shall be dated the date of execution by
                  the Company upon initial issuance, division, exchange,
                  substitution or transfer. The Warrant Certificates and, upon
                  exercise of the Warrants, in part or in whole, certificates
                  representing the Shares shall bear a legend substantially
                  similar to the following:

                  "The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended (the
                  "Act"), and may not be offered or sold except (i) pursuant to
                  an effective registration statement under the Act, (ii) to the
                  extent applicable, pursuant to Rule 144 under the Act (or any
                  similar rule under such Act relating to the disposition of
                  securities), or (iii) upon the delivery by the holder to the
                  Company of an opinion of counsel, reasonably satisfactory to
                  counsel to the Company, stating that an exemption from
                  registration under such Act is available. "

V.       RESTRICTION ON TRANSFER OF WARRANTS. THE HOLDER OF A WARRANT
         CERTIFICATE, BY ITS ACCEPTANCE THEREOF, COVENANTS AND AGREES THAT THE
         WARRANTS ARE BEING ACQUIRED AS AN INVESTMENT AND NOT WITH A VIEW TO THE
         DISTRIBUTION THEREOF, AND THAT THE WARRANTS MAY NOT BE


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         SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF, IN
         WHOLE OR IN PART, FOR A PERIOD OF ONE (1) YEAR FROM THE DATE HEREOF,
         EXCEPT TO OFFICERS, DIRECTORS OR PARTNERS OF THE UNDERWRITERS OR TO ANY
         MEMBER OF THE SELLING GROUP PARTICIPATING IN THE DISTRIBUTION TO THE
         PUBLIC OF THE COMMON STOCK AND/OR THEIR RESPECTIVE OFFICERS OR
         PARTNERS.

                  In connection with the transfer or exercise of Warrants, the
purchaser and Holder agree to execute any documents which may be reasonably
required by counsel to the Company to comply with the provisions of the Act and
applicable state securities laws.

VI.      PRICE.

         A.       Initial and Adjusted Exercise Price. The initial exercise
                  price of each Warrant shall be $3.75 per Share. The adjusted
                  exercise price shall be the price which shall result from time
                  to time from any and all adjustments of the initial exercise
                  price in accordance with the provisions of Article 8 hereof.

         B.       Exercise Price. The term "Exercise Price" herein shall mean
                  the initial exercise price or the adjusted exercise price,
                  depending upon the context.

VII.     REGISTRATION RIGHTS.

         A.       Registration Under the Securities Act of 1933. The Warrants
                  and the Shares have not been registered for purposes of public
                  distribution under the Securities Act of 1933, as amended (the
                  "Act").

         B.       Registrable Securities. As used herein the term "Registrable
                  Security" means each of the Shares and any shares of Common
                  Stock issued upon any stock split or stock dividend in respect
                  of such Shares; provided, however, that with respect to any
                  particular Registrable Security, such security shall cease to
                  be a Registrable Security when, as of the date of
                  determination, (i) it has been effectively registered under
                  the Act and disposed of pursuant thereto, (ii) registration
                  under the Act is no longer required for the immediate public
                  distribution of all or any portion of such security or (iii)
                  it has ceased to be outstanding. The term "Registrable
                  Securities" means any and/or all of the securities falling
                  within the foregoing definition of a "Registrable Security. "
                  In the event of any merger, reorganization, consolidation,
                  recapitalization or other change in corporate structure
                  affecting the Common Stock, such adjustment shall be made in
                  the definition of "Registrable Security" as is appropriate in
                  order to prevent any dilution or enlargement of the rights
                  granted pursuant to this Article 7.

         C.       Piggyback Registration. If, at any time during the seven years
                  following the date of this Agreement, the Company proposes to
                  prepare and file any new registration statement or
                  post-effective amendments thereto covering equity or debt
                  securities of the Company, or any such securities of the
                  Company held by its shareholders (other than pursuant to a
                  Form S-4 or pursuant to a Form S-8 or comparable forms) (for
                  purposes of this Article 7, collectively, a "Registration
                  Statement"), it will, with respect to each


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                  such registration statement and amendment, give written notice
                  of its intention to do so by registered mail ("Notice"), at
                  least thirty (30) days prior to the filing of each such
                  Registration Statement, to all holders of the Registrable
                  Securities. Upon the written request of such a holder (a
                  "Requesting Holder"), made within twenty (20) days after
                  receipt of the Notice, that the Company include any of the
                  Requesting Holder's Registrable Securities in the proposed
                  Registration Statement, the Company shall, as to each such
                  Requesting Holder, use its best efforts to effect the
                  registration under the Act of the Registrable Securities which
                  it has been so requested to register ("Piggyback
                  Registration"), at the Company's sole cost and expense and at
                  no cost or expense to the Requesting Holders (other than
                  underwriting discounts and commissions applicable to the sale
                  of such Registrable Securities and the fees and disbursements,
                  if any, of counsel or any advisor to the Requesting Holders),
                  provided that, if such Registration Statement relates to an
                  underwritten public offering and the managing underwriter
                  advises the Company and the Requesting Holders that the number
                  of Registrable Securities which can be included in such
                  offering must be limited, priority will be given to any
                  securities proposed to be offered and sold by the Company,
                  and, thereafter, the Requesting Holders will agree to reduce
                  the number of Registrable Securities included in such
                  Registration Statement on a pro rata basis with any other
                  selling security holder on whose behalf other securities of
                  the Company may be included therein for registration.
                  Notwithstanding the provisions of this Section 7.3, the
                  Company shall have the right at any time after it shall have
                  given written notice pursuant to this Section 7.3
                  (irrespective of whether any written request for inclusion of
                  Registrable Securities shall have already been made) to elect
                  not to file any such proposed Registration Statement, or to
                  withdraw the same after the filing but prior to the effective
                  date thereof.

         D.       Demand Registration

                  1.       At any time during the Warrant Exercise Term, any
                           "Demand Holder" (as such term is defined in Section
                           7.4(d) below) of the Registrable Securities shall
                           have the right (which right is in addition to the
                           piggyback registration rights provided for under
                           Section 7.3 hereof), exercisable by written notice to
                           the Company (the "Demand Registration Request"), to
                           have the Company prepare and file with the Securities
                           and Exchange Commission (the "Commission"), on one
                           occasion for all Demand Holders, at the sole expense
                           of the Company (other than underwriting discounts and
                           commissions applicable to the sale of the Registrable
                           Securities which are the subject of the Demand
                           Registration Request, and the fees and disbursements,
                           if any, of counsel or any advisor to the Demand
                           Holder), a Registration Statement and such other
                           documents, including a prospectus, as may be
                           necessary (in the opinion of both counsel for the
                           Company and counsel for such Demand Holder), in order
                           to comply with the provisions of the Act, so as to
                           permit a public offering and sale of the Registrable
                           Securities by the holders thereof, for nine (9)
                           consecutive months; provided, however, that the
                           Company shall not be required to effect such
                           registration if, in the opinion of counsel for the
                           Company, all of such Registrable Securities can be
                           sold publicly, pursuant to Rule 144 or otherwise,
                           without registration under the


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                           Act; provided further, that neither Underwriter
                           (and/or any person who may acquire Warrants and/or
                           Registrable Securities from such Underwriter or
                           transferees of such Underwriter) shall be entitled to
                           exercise any registration right pursuant to this
                           Section 7.4(a) without the prior written consent of
                           the other Underwriter. Any such demand request by the
                           Holders shall coincide with the availability of the
                           Company's audited financial statements, unless the
                           holders demanding registration agree to pay the costs
                           to the Company of any special audit which may be
                           required under the rules and regulations of the
                           Securities and Exchange Commission. Notwithstanding
                           anything to the contrary herein contained, the
                           Company may postpone, for not more than 90 days, the
                           filing of a Registration Statement under this Section
                           7.4(a) (or suspend the use of any Registration
                           Statement filed under this Section 7.4 for a period
                           of not more than 30 days) for valid business reasons,
                           including the acquisition or divestiture of assets,
                           public filings with the Commission, pending corporate
                           developments and similar events.

                  2.       The Company covenants and agrees to give written
                           notice of any Demand Registration Request to all
                           holders of the Registrable Securities within ten (10)
                           days from the date of the Company's receipt of any
                           such Demand Registration Request. After receiving
                           notice from the Company as provided in this Section
                           7.4(b), holders of Registrable Securities may request
                           the Company to include their Registrable Securities
                           in the Registration Statement to be filed pursuant to
                           Section 7.4(a) hereof by notifying the Company of
                           their decision to have such securities included
                           within ten (10) days of their receipt of the
                           Company's notice.

                  3.       In addition to the registration rights provided for
                           under Section 7.3 hereof and subsection (a) of this
                           Section 7.4, at any time during the Warrant Exercise
                           Term, any Demand Holder (as defined below in Section
                           7.4(d)) of Registrable Securities shall have the
                           right, exercisable by written request to the Company,
                           to have the Company prepare and file with the
                           Commission, on one occasion in respect of all holders
                           of Registrable Securities, a Registration Statement
                           so as to permit a public offering and sale of such
                           Registrable Securities for nine (9) consecutive
                           months; provided, however, that all costs incident
                           thereto shall be at the expense of the holders of the
                           Registrable Securities included in such Registration
                           Statement; and, provided further, that the Company
                           shall not be required to effect such registration if,
                           in the opinion of counsel for the Company, all of
                           such Registrable Securities can be sold publicly,
                           pursuant to Rule 144 or otherwise, without
                           registration under the Act; and, provided, further,
                           that neither Underwriter (and/or any person who may
                           acquire Warrants and/or Registrable Securities from
                           such Underwriter or transferees of such Underwriter)
                           shall be entitled to exercise any registration right
                           pursuant to this Section 7.4(c) without the prior
                           written consent of the other Underwriter. If a Demand
                           Holder shall give notice to the Company at any time
                           of its or their desire to exercise the registration
                           right granted pursuant to this Section 7.4(c), then
                           within ten (10) days after the Company's receipt of
                           such notice, the


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                           Company shall give notice to the other holders of
                           Registrable Securities advising them that the Company
                           is proceeding with such registration and offering to
                           include therein the Registrable Securities of such
                           holders, provided they furnish the Company with such
                           appropriate information in connection therewith as
                           the Company shall reasonably request in writing.
                           Notwithstanding contained herein shall require the
                           Company to undergo an audit of its financial
                           statements other than in the ordinary course of
                           business.

                  4.       The term "Demand Holder" as used in this Section 7.4
                           shall mean any holder or any combination of holders
                           of Registrable Securities, if included in such
                           holders' Registrable Securities are that aggregate
                           number of Shares (including Shares already issued and
                           Shares issuable pursuant to the exercise of
                           outstanding Warrants) as would constitute 50% or more
                           of the aggregate number of Shares (including Shares
                           already issued and Shares issuable pursuant to the
                           exercise of outstanding Warrants) included in all of
                           the Registrable Securities, but in any event not less
                           than 30,000 Shares.

         E.       Covenants of the Company With Respect to Registration. The
                  Company covenants and agrees as follows:

                  1.       In connection with any registration under Section 7.4
                           hereof, the Company shall file the Registration
                           Statement as expeditiously as possible, but in no
                           event later than forty-five (45) days following
                           receipt of any demand therefor (unless delayed by the
                           failure of a holder of Registrable Securities to
                           promptly furnish such information necessary to
                           complete such registration statement), shall use its
                           best efforts to have any such Registration Statement
                           declared effective at the earliest possible time and
                           shall furnish each holder of Registrable Securities
                           such number of prospectuses as shall reasonably be
                           requested.

                  2.       The Company shall pay all costs, fees and expenses in
                           connection with all Registration Statements filed
                           pursuant to Sections 7.3 and 7.4(a) hereof (excluding
                           any underwriting discounts and commissions which may
                           be incurred in connection with the sale of any
                           Registrable Securities and fees of counsel or any
                           advisor to the Holders of Registrable Securities)
                           including, without limitation, the Company's legal
                           and accounting fees, printing expenses, and blue sky
                           fees and expenses.

                  3.       The Company will take all reasonably necessary action
                           which may be required in qualifying or registering
                           the Registrable Securities included in a Registration
                           Statement for offering and sale under the securities
                           or blue sky laws of such states as are reasonably
                           requested by the holders of such securities, provided
                           that the Company shall not be obligated to execute or
                           file any general consent to service of process or to
                           qualify as a foreign corporation to do business under
                           the laws of any such jurisdiction.


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                  4.       The Company shall indemnify any holder of the
                           Registrable Securities to be sold pursuant to any
                           Registration Statement and any underwriter or person
                           deemed to be an underwriter under the Act and each
                           person, if any, who controls such holder or
                           underwriter or person deemed to be an underwriter
                           within the meaning of Section 15 of the Act or
                           Section 20(a) of the Securities Exchange Act of 1934,
                           as amended ("Exchange Act"), against all loss, claim,
                           damage, expense or liability (including all expenses
                           reasonably incurred in investigating, preparing or
                           defending against any claim whatsoever) to which any
                           of them may become subject under the Act, the
                           Exchange Act or otherwise, arising from such
                           Registration Statement to the same extent and with
                           the same effect as the provisions pursuant to which
                           the Company has agreed to indemnify the Underwriters
                           contained in Section 5 of the Underwriting Agreement
                           and to provide for just and equitable contribution as
                           set forth in Section 6 of the Underwriting Agreement.

                  5.       Any holder of Registrable Securities to be sold
                           pursuant to a Registration Statement, and its
                           successors and assigns, shall severally, and not
                           jointly, indemnify, the Company, its officers and
                           directors and each person, if any, who controls the
                           Company within the meaning of Section 15 of the Act
                           or Section 20(a) of the Exchange Act, against all
                           loss, claim, damage or expense or liability
                           (including all expenses reasonably incurred in
                           investigating, preparing or defending against any
                           claim whatsoever) to which they may become subject
                           under the Act, the Exchange Act or otherwise, arising
                           from information furnished in writing by or on behalf
                           of such holder, or its successors or assigns, for
                           specific inclusion in such Registration Statement to
                           the same extent and with the same effect as the
                           provisions contained in Section 5 of the Underwriting
                           Agreement pursuant to which the Underwriters have
                           agreed to indemnify the Company and to provide for
                           just and equitable contribution as set forth in
                           Section 6 of the Underwriting Agreement.

                  6.       Nothing contained in this Agreement shall be
                           construed as requiring any Holder to exercise his
                           Warrants prior to the initial filing of any
                           Registration Statement or the effectiveness thereof.

                  7.       The Company shall deliver promptly to each holder of
                           Registrable Securities participating in the offering
                           copies of all correspondence between the Commission
                           and the Company, its counsel or auditors and all
                           memoranda relating to discussions with the Commission
                           or its staff with respect to the Registration
                           Statement and permit each holder of Registrable
                           Securities and underwriters to do such investigation,
                           upon reasonable advance notice, with respect to
                           information contained in or omitted from the
                           Registration Statement as it deems reasonably
                           necessary to comply with applicable securities laws
                           or rules of the National Association of Securities
                           Dealers, Inc. ("NASD"); provided that each such
                           holder of Registrable Securities agrees not to
                           disclose such information without the prior consent
                           of the Company. Such investigation shall include
                           access to books, records and properties and
                           opportunities to discuss the business of the Company
                           with its officers and


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<PAGE>   9


                           independent auditors, all to such reasonable extent
                           and at such reasonable times and as often as any such
                           holder of Registrable Securities or underwriter shall
                           reasonably request.

                  8.       If required by the underwriter in connection with an
                           underwritten offering which includes Registrable
                           Securities pursuant to Article 7, the Company shall
                           enter into an underwriting agreement with one or more
                           underwriters selected for such underwriting, such
                           agreement shall contain such representations,
                           warranties and covenants by the Company and such
                           other terms as are customarily contained in
                           agreements of that type used by the underwriters. If
                           required by the underwriter, the holders of
                           Registrable Securities shall be parties to any
                           underwriting agreement relating to an underwritten
                           sale of their Registrable Securities and may, at
                           their option, require that any or all the
                           representations and warranties of the Company to or
                           for the benefit of such underwriters shall, to the
                           extent that they may be applicable, also be made to
                           and for the benefit of such holders of Registrable
                           Securities. Such holders of Registrable Securities
                           shall not be required to make any representations or
                           warranties to or agreements with the Company or the
                           underwriters except as they may relate to such
                           holders of Registrable Securities and their intended
                           methods of distribution.

VIII.    ADJUSTMENTS OF EXERCISE PRICE AND NUMBER OF SHARES.

         A.       Computation of Adjusted Price. In case the Company shall at
                  any time after the date hereof pay a dividend in shares of
                  Common Stock or make a distribution in shares of Common Stock,
                  then upon such dividend or distribution the Exercise Price in
                  effect immediately prior to such dividend or distribution
                  shall forthwith be reduced to a price determined by dividing:

                  1.       an amount equal to the total number of shares of
                           Common Stock outstanding immediately prior to such
                           dividend or distribution multiplied by the Exercise
                           Price in effect immediately prior to such dividend or
                           distribution, by

                  2.       the total number of shares of Common Stock
                           outstanding immediately after such issuance or sale.
                           For the purposes of any computation to be made in
                           accordance with the provisions of this Section 8. 1,
                           the following provisions shall be applicable: Common
                           Stock issuable by way of dividend or other
                           distribution on any stock of the Company shall be
                           deemed to have been issued immediately after the
                           opening of business on the date following the date
                           fixed for the determination of stockholders entitled
                           to receive such dividend or other distribution.

         B.       Subdivision and Combination. In case the Company shall at any
                  time subdivide or combine the outstanding shares of Common
                  Stock, the Exercise Price shall forthwith be proportionately
                  decreased in the case of subdivision or increased in the case
                  of combination.

         C.       Adjustment in Number of Shares. Upon each adjustment of the
                  Exercise Price pursuant to the provisions of this Article 8,
                  the number of Shares


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                  issuable upon the exercise of each Warrant shall be adjusted
                  to the nearest full Share, by multiplying a number equal to
                  the Exercise Price in effect immediately prior to such
                  adjustment by the number of Shares issuable upon exercise of
                  the Warrants immediately prior to such adjustment and dividing
                  the product so obtained by the adjusted Exercise Price.

         D.       Reclassification Consolidation Merger etc. In case of any
                  reclassification or change of the outstanding shares of Common
                  Stock (other than a change in par value to no par value, or
                  from no par value to par value, or as a result of a
                  subdivision or combination), or in the case of any
                  consolidation of the Company with, or merger of the Company
                  into, another corporation (other than a consolidation or
                  merger in which the Company is the surviving corporation and
                  which does not result in any reclassification or change of the
                  outstanding shares of Common Stock, except a change as a
                  result of a subdivision or combination of such shares or a
                  change in par value, as aforesaid), or in the case of a sale
                  or conveyance to another corporation of the property of the
                  Company as an entirety, the Holders shall thereafter have the
                  right to purchase the kind and number of shares of stock and
                  other securities and property receivable upon such
                  reclassification, change, consolidation, merger, sale or
                  conveyance as if the Holders were the owners of the shares of
                  Common Stock underlying the Warrants immediately prior to any
                  such events at a price equal to the product of (x) the number
                  of shares issuable upon exercise of the Warrants and (y) the
                  Exercise Price in effect immediately prior to the record date
                  for such reclassification, change, consolidation, merger, sale
                  or conveyance as if such Holders had exercised the Warrants.

         E.       Determination of Outstanding Shares of Common Stock. The
                  number of shares of Common Stock at any one time outstanding
                  shall include the aggregate number of shares issued or
                  issuable upon the exercise of options, rights, warrants and
                  upon the conversion or exchange of convertible or exchangeable
                  securities (excluding shares issuable upon the exercise of
                  options and warrants outstanding on the date hereof).

         F.       Dividends and Other Distributions with Respect to Outstanding
                  Securities. In the event that the Company shall at any time
                  prior to the exercise of all Warrants declare a dividend
                  (other than a dividend consisting solely of shares of Common
                  Stock or a cash dividend or distribution payable out of
                  current or retained earnings) or otherwise distribute to its
                  shareholders any monies, assets, property, rights, evidences
                  of indebtedness, securities (other than shares of Common
                  Stock), whether issued by the Company or by another person or
                  entity, or any other thing of value, the Holder or Holders of
                  the unexercised Warrants shall thereafter be entitled to
                  receive, upon the exercise of such Warrants, in addition to
                  the shares of Common Stock or other securities receivable upon
                  the exercise thereof, the same monies, property, assets,
                  rights, evidences of indebtedness, securities or any other
                  thing of value that they would have been entitled to receive
                  at the time of such dividend or distribution. At the time of
                  any such dividend or distribution, the Company shall make
                  appropriate reserves to ensure the timely performance of the
                  provisions of this Section 8.6.

IX.      EXCHANGE AND REPLACEMENT OF WARRANT CERTIFICATES.

         A.       Exchange. Each Warrant Certificate is exchangeable without
                  expense,


                                      -10-
<PAGE>   11


                  upon the surrender hereof by the registered Holder at the
                  principal executive office of the Company, for a new Warrant
                  Certificate of like tenor and date representing in the
                  aggregate the right to purchase the same number of Shares in
                  such denominations as shall be designated by the Holder
                  thereof at the time of such surrender.

         B.       Replacement. Upon receipt by the Company of evidence
                  reasonably satisfactory to it of the loss, theft, destruction
                  or mutilation of any Warrant Certificate, and, in case of
                  loss, theft or destruction, of indemnity or security
                  reasonably satisfactory to it, and reimbursement to the
                  Company of all reasonable expenses incidental thereto, and
                  upon surrender and cancellation of the Warrants, if mutilated,
                  the Company will make and deliver a new Warrant Certificate of
                  like tenor, in lieu thereof.

X.       ELIMINATION OF FRACTIONAL INTERESTS. THE COMPANY SHALL NOT BE REQUIRED
         TO ISSUE CERTIFICATES REPRESENTING FRACTIONS OF SHARES OF COMMON STOCK
         AND SHALL NOT BE REQUIRED TO ISSUE SCRIP OR PAY CASH IN LIEU OF
         FRACTIONAL INTERESTS, IT BEING THE INTENT OF THE PARTIES THAT ALL
         FRACTIONAL INTERESTS SHALL BE ELIMINATED BY ROUNDING ANY FRACTION UP TO
         THE NEAREST WHOLE NUMBER OF SHARES OF COMMON STOCK.

XI.      RESERVATION AND LISTING OF SECURITIES. THE COMPANY SHALL AT ALL TIMES
         RESERVE AND KEEP AVAILABLE OUT OF ITS AUTHORIZED SHARES OF COMMON
         STOCK, SOLELY FOR THE PURPOSE OF ISSUANCE UPON THE EXERCISE OF THE
         WARRANTS, SUCH NUMBER OF SHARES OF COMMON STOCK AS SHALL BE ISSUABLE
         UPON THE EXERCISE THEREOF. THE COMPANY COVENANTS AND AGREES THAT, UPON
         EXERCISE OF THE WARRANTS AND PAYMENT OF THE EXERCISE PRICE THEREOF, ALL
         SHARES OF COMMON STOCK ISSUABLE UPON SUCH EXERCISE SHALL BE DULY AND
         VALIDLY ISSUED, FULLY PAID, NON-ASSESSABLE AND NOT SUBJECT TO THE
         PREEMPTIVE RIGHTS OF ANY SHAREHOLDER. AS LONG AS THE WARRANTS SHALL BE
         OUTSTANDING, THE COMPANY SHALL USE ITS BEST EFFORTS TO CAUSE ALL SHARES
         OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANTS TO BE LISTED
         ON OR QUOTED BY THE EXCHANGE UPON WHICH THE COMPANY'S COMMON STOCK IS
         THEN LISTED OR QUOTED.

XII.     NOTICES TO WARRANT HOLDERS. NOTHING CONTAINED IN THIS AGREEMENT SHALL
         BE CONSTRUED AS CONFERRING UPON THE HOLDER OR HOLDERS THE RIGHT TO VOTE
         OR TO CONSENT OR TO RECEIVE NOTICE AS A SHAREHOLDER IN RESPECT OF ANY
         MEETINGS OF SHAREHOLDERS FOR THE ELECTION OF DIRECTORS OR ANY OTHER
         MATTER, OR AS HAVING ANY RIGHTS WHATSOEVER AS A SHAREHOLDER OF THE
         COMPANY. IF, HOWEVER, AT ANY TIME PRIOR TO THE EXPIRATION OF THE
         WARRANTS AND THEIR EXERCISE, ANY OF THE FOLLOWING EVENTS SHALL OCCUR:

         1.       the Company shall take a record of the holders of its shares
                  of Common Stock for the purpose of entitling them to receive a
                  dividend or distribution payable otherwise than in cash, or a
                  cash


                                      -11-
<PAGE>   12


                  dividend or distribution payable otherwise than out of current
                  or retained earnings, as indicated by the accounting treatment
                  of such dividend or distribution on the books of the Company;
                  or

         2.       the Company shall offer to all the holders of its Common Stock
                  any additional shares of capital stock of the Company or
                  securities convertible into or exchangeable for shares of
                  capital stock of the Company, or any option, right or warrant
                  to subscribe therefor; or

         3.       a dissolution, liquidation or winding up of the Company (other
                  than in connection with a consolidation or merger) or a sale
                  of all or substantially all of its property, assets and
                  business as an entirety shall be proposed;

then, in any one or more of said events, the Company shall give written notice
of such event at least twenty (20) days prior to the date fixed as a record date
or the date of closing the transfer books for the determination of the
shareholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, options or warrants, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such
notice shall specify such record date or the date of closing of the transfer
books, as the case may be. Failure to give such notice or any defect therein
shall not affect the validity of any action taken in connection with the
declaration or payment of any such dividend or distribution, or the issuance of
any convertible or exchangeable securities or subscription rights, options or
warrants, or any proposed dissolution, liquidation, winding up or sale.

XIII.    NOTICES. ALL NOTICES, REQUESTS, CONSENTS AND OTHER COMMUNICATIONS
         HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY
         MADE WHEN DELIVERED, TELECOPIED OR MAILED BY REGISTERED OR CERTIFIED
         MAIL, RETURN RECEIPT REQUESTED:

                  1.       If to a registered Holder of the Warrants, to the
                           address of such Holder as shown on the books of the
                           Company; or

                  2.       If to the Company, to the address set forth in
                           Section 3 of this Agreement or to such other address
                           as the Company may designate by notice to the
                           Holders.

XIV.     SUPPLEMENTS AND AMENDMENTS. THE COMPANY AND THE UNDERWRITERS MAY FROM
         TIME TO TIME SUPPLEMENT OR AMEND THIS AGREEMENT WITHOUT THE APPROVAL OF
         ANY HOLDERS OF WARRANT CERTIFICATES IN ORDER TO CURE ANY AMBIGUITY, TO
         CORRECT OR SUPPLEMENT ANY PROVISION CONTAINED HEREIN WHICH MAY BE
         DEFECTIVE OR INCONSISTENT WITH ANY PROVISIONS HEREIN, OR TO MAKE ANY
         OTHER PROVISIONS IN REGARD TO MATTERS OR QUESTIONS ARISING HEREUNDER
         WHICH THE COMPANY AND THE UNDERWRITERS MAY DEEM NECESSARY OR DESIRABLE
         AND WHICH THE COMPANY AND THE UNDERWRITERS DEEM NOT TO ADVERSELY AFFECT
         THE INTERESTS OF THE HOLDERS OF WARRANT CERTIFICATES.


                                      -12-
<PAGE>   13


XV.      SUCCESSORS. ALL THE COVENANTS AND PROVISIONS OF THIS AGREEMENT BY OR
         FOR THE BENEFIT OF THE COMPANY AND THE HOLDERS INURE TO THE BENEFIT OF
         THEIR RESPECTIVE SUCCESSORS AND ASSIGNS HEREUNDER.

XVI.     TERMINATION. THIS AGREEMENT SHALL TERMINATE AT THE CLOSE OF BUSINESS ON
         APRIL 19, 2008. NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT WILL
         TERMINATE ON ANY EARLIER DATE WHEN ALL WARRANTS HAVE BEEN EXERCISED AND
         ALL THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANTS HAVE BEEN RESOLD
         TO THE PUBLIC; PROVIDED, HOWEVER, THAT THE PROVISIONS OF SECTION 7.5
         SHALL SURVIVE SUCH TERMINATION UNTIL THE CLOSE OF BUSINESS ON APRIL 19,
         2011.

XVII.    GOVERNING LAW. THIS AGREEMENT AND EACH WARRANT CERTIFICATE ISSUED
         HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE
         STATE OF NEW YORK WITH RESPECT TO CONTRACTS MADE AND TO BE WHOLLY
         PERFORMED IN SAID STATE AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
         ACCORDANCE WITH THE LAWS OF SAID STATE. THE COMPANY, THE UNDERWRITERS
         AND ANY OTHER REGISTERED HOLDER OR HOLDERS AGREE OF THE WARRANT
         CERTIFICATES (1) AGREE THAT ANY LEGAL SUIT, ACTION OR PROCEEDING
         ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE INSTITUTED
         EXCLUSIVELY IN NEW YORK STATE SUPREME COURT, COUNTY OF NEW YORK, OR IN
         THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK,
         (2) WAIVE ANY OBJECTION WHICH THE THEY MAY HAVE NOW OR HEREAFTER TO THE
         VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND (3) IRREVOCABLY
         CONSENT TO THE JURISDICTION OF THE NEW YORK STATE SUPREME COURT, COUNTY
         OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
         DISTRICT OF NEW YORK IN ANY SUCH SUIT, ACTION OR PROCEDURE. THE
         COMPANY, THE UNDERWRITERS AND ANY OTHER REGISTERED HOLDER OR HOLDERS OF
         THE WARRANT CERTIFICATES, WARRANTS OR THE SHARES FURTHER AGREE TO
         ACCEPT AND ACKNOWLEDGE SERVICE OF ANY AND ALL PROCESS WHICH MAY BE
         SERVED IN ANY SUIT, ACTION OR PROCEEDING IN THE NEW YORK STATE SUPREME
         COURT, COUNTY OF NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE
         SOUTHERN DISTRICT OF NEW YORK, AND AGREE THAT SERVICE OF PROCESS UPON
         THEM MAILED BY CERTIFIED MAIL TO THEIR RESPECTIVE ADDRESSES SHALL BE
         DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THEM IN ANY
         SUCH SUIT, ACTION OR PROCEEDING. IN THE EVENT OF LITIGATION BETWEEN THE
         PARTIES ARISING HEREUNDER, THE PREVAILING PARTY SHALL BE ENTITLED TO
         COSTS AND REASONABLE ATTORNEY'S FEES.

XVIII.   BENEFITS OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL BE
         CONSTRUED TO GIVE TO ANY PERSON OR CORPORATION, OTHER THAN THE COMPANY
         AND THE UNDERWRITERS AND ANY OTHER REGISTERED HOLDER OR HOLDERS OF THE
         WARRANT CERTIFICATES, WARRANTS OR THE SHARES, ANY LEGAL OR EQUITABLE
         RIGHT, REMEDY OR CLAIM UNDER THIS AGREEMENT; AND THIS AGREEMENT SHALL
         BE FOR THE SOLE AND EXCLUSIVE


                                      -13-
<PAGE>   14


         BENEFIT OF THE COMPANY AND THE UNDERWRITERS AND ANY OTHER HOLDER OR
         HOLDERS OF THE WARRANT CERTIFICATES, WARRANTS OR THE SHARES.

XIX.     COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
         COUNTERPARTS AND EACH OF SUCH COUNTERPARTS SHALL FOR ALL PURPOSES BE
         DEEMED TO BE AN ORIGINAL, AND SUCH COUNTERPARTS SHALL TOGETHER
         CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.


                                      -14-
<PAGE>   15


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, as of the day and year first above written.


[SEAL]                                     NTN COMMUNICATIONS, INC.


                                           By:    /s/ Stanley B. Kinsey
                                              ----------------------------------
                                           Name:  Stanley B. Kinsey
                                           Title: Chief Executive Officer and
                                                  Chairman of the Board

Attest:


       /s/ Kendra S. Berger
--------------------------------------
Name:  Kendra Berger
Title: Chief Financial Officer
        and Secretary                      STARR SECURITIES, INC.


                                           By:         /s/ Martin Vegh
                                              ----------------------------------
                                           Name:  Martin Vegh
                                           Title:  President

                                           GUNNALLEN FINANCIAL, INC.


                                           By:         /s/ Howard Davis
                                              ----------------------------------
                                           Name:
                                           Title:


                                      -15-
<PAGE>   16


                                    EXHIBIT A

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (1) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (11) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF SECURITIES), OR (111) UPON THE DELIVERY BY THE HOLDER TO
THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE
COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.

THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE
                 5:00 P.M., NEW YORK TIME, ______________, 200_
No. W-                                                         ________ Warrants

                               WARRANT CERTIFICATE

                  This Warrant Certificate certifies that ________________ or
registered assigns is the registered holder of _______ Warrants to purchase, at
any time from ______________ until 5:00 P.M. New York City time on
______________, 200_ ("Expiration Date") up to _______ shares ("Shares") of
fully-paid and nonassessable common stock, par value $.005 per share ("Common
Stock"), of NTN Communications, Inc., a Delaware corporation (the "Company"), at
the initial exercise price, subject to adjustment in certain events (the
"Exercise Price"), of $_____ per Share upon surrender of this Warrant
Certificate and payment of the Exercise Price at an office or agency of the
Company, but subject to the conditions set forth herein and in the warrant
agreement dated as of ____________ ("Warrant Agreement") between the Company,
Starr Securities, Inc. and GunnAllen Financial, Inc. Payment of the Exercise
Price may be made in cash, or by certified or official bank check in New York
Clearing House funds payable to the order of the Company, or any combination of
cash or check, or in accordance with Section 3.2 of the Warrant Agreement.

                  No Warrant may be exercised after 5:00 P.M., New York City
time, on the Expiration Date, at which time all Warrants evidenced hereby,
unless exercised prior thereto, shall thereafter be void.

                  The Warrants evidenced by this Warrant Certificate are part of
a duly authorized issue of Warrants issued pursuant to the Warrant Agreement,
which Warrant Agreement is hereby incorporated by reference in and made a part
of this instrument and is hereby referred to in a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Company and the holders (the words "holders" or "holder" meaning the registered
holders or registered holder) of the Warrants.


                                      -16-
<PAGE>   17


                  The Warrant Agreement provides that upon the occurrence of
certain events, the Exercise Price and/or number of the Company's securities
issuable thereupon may, subject to certain conditions, be adjusted. In such
event, the Company will, at the request of the holder, issue a new Warrant
Certificate evidencing the adjustment in the Exercise Price and the number
and/or type of securities issuable upon the exercise of the Warrants; provided,
however, that the failure of the Company to issue such new Warrant Certificates
shall not in any way change, alter, or otherwise impair, the rights of the
holder as set forth in the Warrant Agreement.

                  Upon due presentment for registration of transfer of this
Warrant Certificate at an office or agency of the Company, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided
herein and in the Warrant Agreement, without any charge except for any tax, or
other governmental charge imposed in connection therewith.

                  Upon the exercise of less than all of the Warrants evidenced
by this Certificate, the Company shall forthwith issue to the holder hereof a
new Warrant Certificate representing such number of unexercised Warrants.

                  The Company may deem and treat the registered holder(s) hereof
as the absolute owner(s) of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose
of any exercise hereof, and of any distribution to the holder(s) hereof, and for
all other purposes, and the Company shall not be affected by any notice to the
contrary.

                  All terms used in this Warrant Certificate which are defined
in the Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.

                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed under its corporate seal.

Dated:                                      NTN COMMUNICATIONS, INC.
       -------------------
                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:

Attest:


----------------------------------
Name:
Title:
[SEAL]

                                      -2-
<PAGE>   18

                         [FORM OF ELECTION TO PURCHASE]

                  The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to purchase Shares and herewith
tenders in payment for such Shares cash or a certified or official bank check
payable in New York Clearing House Funds to the order of _____________________
in the amount of $_______ all in accordance with the terms hereof. The
undersigned requests that a certificate for such Shares be registered in the
name of ____________________, whose address is _____________________ and that
such Certificate be delivered to whose address is ___________________________.

[ ] The Undersigned hereby elects to exercise of the Warrants held by it in
accordance with Section ___ of the Warrant Agreement dated ______________, 2000.

Dated:                            Signature: ___________________________________
                                  (Signature must conform in all respects to
                                  name of holder as specified on the face of the
                                  Warrant Certificate.)


                        (Insert Social Security or Other
                          Identifying Number of Holder)


<PAGE>   19


                              [FORM OF ASSIGNMENT]

                  (To be executed by the registered holder if such holder
desires to transfer the Warrant Certificate.)

                  FOR VALUE RECEIVED _________________________________ hereby
sells, assigns and transfers unto


--------------------------------------------------------------------------------
                  (Please print name and address of transferee)


this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint __________________________,
Attorney, to transfer the within Warrant Certificate on the books of the
within-named Company, with full power of substitution.


Dated:                            Signature:
                                            -----------------------------------
                                  (Signature must conform in all respects to
                                  name of holder as specified on the face of the
                                  Warrant Certificate.)



                        (Insert Social Security or Other
                          Identifying Number of Holder)