<PAGE>

                                    EXHIBIT 10.1

                                     FORM OF
                 CONFIDENTIAL DISCLOSURE AND LICENSING AGREEMENT

         This Agreement is between and among Coinless Systems, Inc. (CSI) with a
place of business located at 3720 West Oquendo Road, Suite 101, Las Vegas, NV
89118 and located at

                                   (COMPANY).

         WHEREAS, CSI is the holder of certain technology relating to the
printing and scanning of bar-coded tickets used in gaming including U.S. Patents
No. 6,012,832, and No. 6,340,331 (hereafter referred to as `832' and `331'),
which are the subject of this Agreement; and

         WHEREAS, CSI is willing to provide to COMPANY the rights to use CSI
proprietary technology on a non-exclusive basis and under the terms and
conditions of this Agreement, for the sole purpose of allowing COMPANY to
implement (Scan After Print) technology in their gaming machines.

         NOW THEREFORE, in consideration of the above receipt of the CSI
Proprietary Materials, COMPANY agrees to receive the information and materials
under the following promises and conditions.

1.       LICENSE GRANT AND RESTRICTION:
--       ------------------------------

         CSI grants COMPANY a FREE NON-EXCLUSIVE LICENSE to use devises within
the scope of the `832' and `331' patents for the limited purpose of making,
using, offering to sell, and selling COMPANY gaming machines incorporating
devises within the scope of the `832' and `331' patents so long as such devises
are acquired from CSI or a licensed manufacturer or CSI licensed supplier.
"COMPANY gaming machines" shall not be limited to gaming machines manufactured
by COMPANY itself, but may also include gaming machines manufactured for COMPANY
by a third party for subsequent making, using, offering for sale, and sale by
COMPANY.

2.       TERMS AND TERMINATION:
--       ----------------------

         This Agreement shall continue for a period of ten (10) years from the
date of execution, (January 1, 2002), and automatically renew for additional one
(1) year periods unless terminated by one of the parties in writing at least
thirty (30) days prior to the anniversary date.

3.       NON-TRANSFERABILITY:
--       --------------------

         The license granted to COMPANY is non-transferable. COMPANY shall have
no right to sublicense third parties to make use or sell products including the
CSI Proprietary Materials.

4.       THIRD PARTY MANUFACTURER LICENSING:
--       -----------------------------------

         COMPANY agrees to have desired third party manufacturers contact CSI
directly to execute a confidentiality agreement under which CSI shall disclose
the Proprietary Materials to such third parties as necessary. COMPANY shall have
no right to sublicense third parties to make, use or sell products including the
CSI Proprietary Materials.

                                       12


<PAGE>

5.     STANDARD OF CARE:
--     -----------------

       COMPANY agrees to provide the standard of care that COMPANY uses to
protect its own proprietary materials in the protection of the CSI Proprietary
Materials, and not disclose to any third party the CSI Proprietary Materials.

6.     RELATIONSHIP BETWEEN PARTIES:
--     -----------------------------

       The relationship between CSI and COMPANY established by this Agreement
shall not be construed to make either party the agent, partner, or legal
representative of the other, nor shall this Agreement be deemed to establish a
joint venture or partnership.

7.     GOVERNING LAW:
--     --------------

       The covenants under this Agreement are subject to applicable laws and
treaties. This Agreement shall be construed according to the laws of the State
of Nevada without reference to any conflict of law rules.

8.     LIMITATION ON RIGHTS GRANTED
--     ----------------------------

       No rights, including, but not limited to rights under any patent,
trademark, copyright, or trade secret owned by CSI or owned by COMPANY are
hereby granted, other than those rights specifically provided for hereunder.

9.     CONFIDENTIAL INFORMATION:
--     -------------------------

       COMPANY and CSI agree that all materials, including written
documentations, oral discussions, and any other form of communication providing
COMPANY with information relating to the CSI Proprietary Materials are
proprietary to CSI. As such, COMPANY and CSI agree that the CSI Proprietary
Materials and any other proprietary and/or trade secret information which is
disclosed by CSI to COMPANY in connection with delivery to COMPANY by CSI of the
CSI Proprietary Materials, will be maintained by COMPANY in confidence, in
perpetuity and shall not be reverse engineered, reproduced or otherwise used by
COMPANY, its employees or agents for any purpose other than as set forth in this
Agreement, nor provided or disclosed to any third person or business entity of
any kind without the prior written consent of CSI. The disclosure by CSI to
COMPANY shall impose no obligation upon COMPANY with respect to any portion of
the received information which (i) is now, or which hereafter, through no act or
failure on the part of COMPANY becomes generally known or available; (ii) is
lawfully furnished to COMPANY by a third party and without restrictions on
disclosure; (iii) is known to COMPANY at the time of receipt of such information
shown by written documentation; or (iv) is independently developed by COMPANY
with out reference to such information as shown by written documentation. The
CSI Proprietary Materials are disclosed by CSI to COMPANY for the limited
purposes described in this Agreement, and CSI hereby consents to such limited
use. Upon expiration or termination of this Agreement, COMPANY agrees to return
all CSI Proprietary Materials to CSI. The duty of non-disclosure defined in this
paragraph shall survive the termination or expiration of this Agreement.

                                       13

<PAGE>

10.    MODIFICATION:
---    -------------

       This Agreement shall not be altered, modified, or varied except in a
writing signed by the parties.

11.    CONFIDENTIALITY OF AGREEMENT:
---    -----------------------------

       The terms and provisions of this Agreement are to remain confidential
unless otherwise agreed to in writing by both parties.

12.    DISCLOSURE OF CONFIDENTIAL INFORMATION:
---    ---------------------------------------

       COMPANY acknowledges that any unauthorized use or disclosure of the CSI
Proprietary Materials may cause irreparable damage to CSI. If an unauthorized
use or disclosure occurs as a result of the actions of COMPANY, COMPANY will
promptly notify CSI and will take, at COMPANY's expense, all steps necessary to
recover the CSI Proprietary Materials and to prevent its subsequent unauthorized
use or dissemination, including availing itself of actions for seizure and
injunctive relief. If COMPANY fails to take these steps in a timely and adequate
manner; CSI may take them in its own or COMPANY's name at COMPANY's expense.

13.    BREACH:
---    -------

       In the event of a material breach by COMPANY of any of the terms of this
Agreement, CSI shall provide COMPANY with written notice and thirty (30) days to
cure such breach. If COMPANY has failed to cure such breach within the thirty
(30) day period, this Agreement shall automatically terminate.

14.    ASSIGNMENT:
---    -----------

       The license rights granted hereunder are personal to COMPANY. COMPANY may
only assign this Agreement to a third party with prior written consent of CSI.
CSI shall have the right to review any request for assignment and accept or
refuse such assignment in its own discretion. COMPANY and CSI understand that it
is not CSI's intention to deny COMPANY the right to assign this Agreement in
circumstances where COMPANY merely alters its corporate structure.

15.    NO WAIVER:
---    ----------

       The failure of a party to enforce at any time any of the provisions of
this Agreement, or the failure to require at any time performance by the other
party of any of the provisions of this Agreement, will in no way be construed to
be a present or future waiver of such provisions, nor in any way affect the
ability of a party to enforce each and every such provision thereafter.

                                       14


<PAGE>

16.    SEVERABILITY:
---    -------------

       If any provision in this Agreement is found or held to be invalid or
unenforceable, the meaning of said provision will be construed, to the extent
feasible, so as to render the provision enforceable, and if no feasible
interpretation shall save such provision, it will be severed from the remainder
of this Agreement, as appropriate. The remainder of this Agreement shall remain
in full force and effect unless the severed provision is essential and material
to the rights or benefits received by either party.

17.    ORIGINAL EQUIPMENT MANUFACTURE:
---    -------------------------------

       This license shall not provide COMPANY with any right of, and COMPANY is
expressly prohibited from, engaging in the Original Equipment Manufacture
(hereafter "OEM") of any technology, products or components incorporating the
CSI Proprietary Materials for any third party.

18.    PUBLIC RELATIONS/USE OF NAME:
---    -----------------------------

       Each Party shall have the right to publicize the existence of this
Agreement and use the name of the other Party with prior written consent of the
other Party for the furtherance of the interests of this Agreement. Each Party
agrees to furnish each other with the exact text to be used in any publicity
regarding this Agreement and for approval, which will not be unreasonably
withheld, prior to use. Each party agrees to promptly complete a review of the
proposed publicity and deliver a response thereto.

       IN WITNESS WHEREOF, the hereto have caused this Agreement to be executed
by their respective duly authorized representatives as of the earliest date set
opposite their respective signatures herein below.

COINLESS SYSTEMS, INC.                           _______________________________

                                       15