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Exhibit 10.4

GROGAN FINANCIAL SERVICES, INC.

2620 S. Maryland Parkway #359
Las Vegas, NV 89109
702 737 7005
fax 702 737 4676
EMAIL: CEO@GROGANFINANCIAL.COM

MEMO TO: ERNEST MOODY, PRESIDENT                       SEPTEMBER 22, 2000
         ACTION GAMING

         MARK BRADLEY, PRESIDENT                       TERM SHEET
         PLAYERS NETWORK


TERM SHEET BETWEEN THE PLAYERS NETWORK,  INC.  ("PLAYERS" AND OR "THE COMPANY"),
AND ACTION GAMING, INC. ("ACTION").

This Term Sheet  summarizes  the material  business  points  agreed upon to date
which will form the basis of a Definitive Agreement (the "Definitive Agreement")
between The Players Network,  Inc.  ("Players"  and/or "The Company") and Action
Gaming,  Inc.  ("Action") in connection  with investment by Action into Players,
and related mutual strategic alliances.

WHEREAS, it is the intention of The Players Network to develop various broadband
entertainment  venues  within the gaming  industry  with the latest  technology,
including gaming educational products, and creating a gaming internet portal for
casino players;

WHEREAS,  it is the goal of Action Gaming to seek investments  within the gaming
industry  which  will help to  promote  gaming  products  which it  designs  and
creates, as well as internet sites which it owns and operates for the purpose of
casino play and product promotion;

THEREFORE, IT IS SET FORTH:

PLAYERS AND ACTION UNDERSTANDINGS:

It is agreed, subject to a Definitive Agreement,  being approved by the Board of
Directors of both companies,  and a signed formalized Stock Purchase  Agreement,
that Action Gaming, and or its assignees,  shall invest into The Players Network
corporation in the following manner:

INVESTMENT:


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Action Gaming,  and or its assignees,  shall invest  $250,000 (Two Hundred Fifty
Thousand Dollars) in the purchase of Common Stock A of The Player Network,  at a
price of $.55 (fifty five cents) per share.  Such Stock shall be  restricted  as
subject to  securities  regulations.  Such Action  assignees,  if any,  shall be
acceptable to Players, not to be unreasonably withheld.

That by this First Purchase (First  Closing),  Action shall be granted an option
(Option  #1) for six months from the date of closing of the First  Purchase,  to
invest an additional  $250,000 for common stock purchase at $.70 (seventy cents)
per share.

That by the First Purchase,  Action and/or its assignees,  would have a 12 month
option  (Option #2) to acquire  750,000 common shares of Players common stock at
$1.00 per share.

That if Action exercises  Option #2 before the six month period elapses,  Action
will gain a third option (Option#3),  that Action can purchase 750,000 shares at
$1.50 per share within an 18 months of the First Closing.

Attached to all these options,  is that Action must notify the Company, at least
twenty  business  days before the due date of its  intention  to exercise or not
exercise.

RECAP OF INVESTMENT.

First Closing              $250,000             454,545 shares ($.55 per share)
Option #1 (6 months)        250,000             357,143 shares  ($.70)
Option #2 (12 mos.)         750,000             750,000 shares  ($1.00)
Option #3 (18 mos.)       1,125,000             750,000 SHARES  ($1.50)
                          ---------             --------------
                         $2,375,000             2,311,688 shares


ACCELERATED  DISCOUNT: If Action were to exercise Option #1 within 4 months from
the First  Closing,  shares could be  purchased at $.65 per share;  if Option #2
were exercised within 8 months from the First Closing, shares could be purchased
at $.90 per share. If Option #3 is exercised within a 12 month period from First
Closing, then shares could be purchased at $1.30 per share.

DUE DILIGENCE. Prior to signing the Definitive Agreement,  Action would have the
right to inspect the books and records of the Company,  during  normal  business
hours. Action would receive all notice of Players Board action between September
1, 2000 and the closing on the Definitive Agreement.

PLAYERS OBLIGATIONS. By this investment, Players agrees to the following:

         1.       The  Company  may issue up to  $200,000  at or above  $.70 per
                  share in the next 90 days from the date of First Closing.  For
                  a six month  period,  no  additional  shares or options can be
                  issued at less than $1.25 per share without Action's  approval
                  except for the previously mentioned dollar amount..


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         2.       The President of the Company,  Mr. Mark  Bradley,  would grant
                  Action the right of first  refusal to  purchase  any shares he
                  owns, when an offer is made by bona fide third part.

         3.       Players  grants  Action  the  right to name one  member to the
                  current five member board of directors, and another member who
                  is so  qualified  if such board is expanded to seven  members.
                  The second board member shall be acceptable to Players, not to
                  be unreasonably withheld.

         4.       Players  management  agrees  that  it  will,  prior  to  First
                  Closing, submit to Action and the Players Board of Directors a
                  one-year  operating  budget  which  will  be  maintained  as a
                  working  document,  amended from time to time. The Chairman of
                  the  Company's  Finance  Committee  of the Board of  Directors
                  shall be the Action designated board member,  and for a period
                  of one year the  Finance  Chairman  shall have veto power over
                  any capital  expenditure or lease,  over $15,000,  outside the
                  submitted budgetary scope of the Company, that such veto power
                  shall not be unreasonably  withheld.  After First Closing, the
                  Board would have  approval  power on any stock or option plans
                  brought forth by management.

STRATEGIC  ALLIANCES.  As part of this  investment  and in an on-going  business
relationship  with Action,  Players agrees to the following  strategic  alliance
operations:

         5.       Players  Network  will  highlight  all  Action  games  on  all
                  channels  or sites or wherein  Players  supplies  internet  or
                  hotel  programming  content.  That MultiPlay  (TM)  videopoker
                  games will be the  highlighted  videopoker  game of  preferred
                  choice  within  all  Players  Network  sites,  or  contractual
                  content packages to clients. Action may waive this exclusivity
                  if any client  totally  refuses  to  highlight  such  specific
                  games,  or that a particular  casino does not offer  MultiPlay
                  games.

         6.       Action Gaming shall have an on-going  banner ad, or acceptable
                  link, on its Home Page that directs visitors to a "Play Casino
                  Games" or dot com name  location  (top half) as  designated by
                  Action  Gaming,  and in  banner  ads or in  the  index  bar on
                  related  Players  Network  pages;  that such  design  look and
                  positioning  shall fit in the  context  of the  over-all  page
                  design;

         7.       Players  Network  shall  provide  without  cost,  except where
                  noted,  Players  Network  content  to  any  and  all  websites
                  controlled  by, or operated by Action Gaming et. al.,  however
                  not as a method to circumvent Players potential client base.

      Such examples might be:

                  o        Players  General  Store  would be  located  on Action
                           sites,  in  which  Action  et.al.   would  receive  a
                           percentage  of revenue  for sales  generated  through
                           such sites;

                  o        Players Network would provide how-to-play  videopoker
                           and  casino  educational  content  (video  library or
                           streaming  video)  with a nominal  $150 per month per
                           individual  internet site, and the pass-through  cost

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                           of  bandwidth,  on Action or affiliate  Action gaming
                           internet sites or in Action multimedia formats;

                  o        Players would provide to Action designated sites live
                           streaming  educational  broadcasts,  or other  gaming
                           news  sports  content as  requested  by  Action,  and
                           Action  would  pay  for  the  pass-through   cost  of
                           bandwidth per site.

                  o        Players  will  seek  to  have  IGT  develop   further
                           educational  videos  for their  game  products  which
                           include Action designs.

         8.       Players and Action  shall work  together so that Action  shall
                  be,  without  cost,  a Sponsor of the Player  webcast at World
                  Gaming Expo, and Players will provide  software video content,
                  and live streaming  webcasts to Action Gaming's booth (Skytron
                  set-up) at the World Gaming Expo this coming October,  subject
                  to  having  appropriate  technology  available  at the  Action
                  booth.

         9.       Players and Action are separate and  individual  corporations,
                  and  both  acknowledge  that  they  will  mutually  seek to be
                  supportive to each other's  product lines,  and seek to create
                  with each other additional joint venture strategic alliances.


FURTHERMORE, IT IS RESOLVED:

INVESTMENT  OPPORTUNITIES.  That Players shall offer to Action, if Players deems
appropriate,  the opportunity to participate in any corporate investment project
that Players might consider that would require outside investors.

          That Action  would have a first right of refusal to  participate  on a
parity basis on any Company Stock Investment Plan offered to outside  investors,
and/or a right to match any other major investor's  proposed investment into the
Company.

         Players  agrees  that it would  help  Action  in the  normal  course of
business to create Action's own streaming  video live web cast sites,  using the
latest technology;  or to produce live video poker tournaments for Action Gaming
designated sites (i.e. videopoker.com);  that Action may consider to develop its
own programming,  cable or internet. That such costs shall be negotiated between
parties to rates favorable and acceptable to Action.


MISCELLANEOUS PROVISIONS:

         That as part of this  transaction,  and the efforts in facilitating and
negotiating this Investment,  that Players has hired Grogan Financial  Services,
Inc.,  as a  negotiator-consultant,  and he shall be paid a fee in the amount of
20,000 shares of Common A stock of the Company,  priced at $.55 per share. It is
also  acknowledged  that Grogan Financial  Services also is consultant to Action

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Gaming,  and both  parties are aware of this  transaction,  and find it mutually
acceptable.

         That Players and Action sales people,  or their agents,  may cross-sell
and merchandise each other's products for commission income.

         That  Action  shall   create  a  link  from  its  two  primary   sites:
videopoker.com and  actiongaming.com to  PlayersNetwork.com,  and to those other
sites Action feels as  appropriate.  Such links might be for the Gamblers Store,
Educational  streaming,   or  the  general  Home  Page  site,  as  Action  deems
appropriate.

FINALLY, IT IS UNDERSTOOD:

These  negotiations  are  confidential and shall not be released or discussed by
either  party  without the prior  written  consent of the other party  except to
their Board of Directors, their attorneys and accountants in the ordinary course
of business.


Respectfully submitted:

Stephen Grogan, President
Grogan Financial Services, Inc.


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