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                                                                    EXHIBIT 10.2


                        LICENSING AND MARKETING AGREEMENT


         THIS LICENSING AND MARKETING AGREEMENT ("LICENSING AND MARKETING
AGREEMENT") is made as of January 1, 2001 (the "EFFECTIVE DATE") by and between
NTN Communications, Inc., a Delaware corporation, with offices located at 5966
La Place Court, Carlsbad, CA 92008 ("NTN") and BUZZTIME, Inc., a Delaware
corporation, with offices located at 5966 La Place Court, Carlsbad, CA 92008
(the "BUZZTIME").


                                    RECITALS

     A.  BUZZTIME desires to license to NTN the elements of its core proprietary
         technologies, trademarks and content, as well as Improvements thereto,
         as necessary for the distribution of the BUZZTIME Content by NTN to the
         Commercial Market.

     B.  BUZZTIME is in the business of developing and producing content and
         technology for distribution by: (1) NTN to the Commercial Market (as
         hereinafter defined); and (2) BUZZTIME to the Consumer Market (as
         hereinafter defined).

     C.  NTN desires to license to BUZZTIME the elements of the NTN proprietary
         technologies, trademarks and Content as necessary for distribution of
         the BUZZTIME Content by BUZZTIME to the Consumer Market and for purpose
         of enabling BUZZTIME to furnish its core proprietary technologies,
         trademarks and content to NTN.

     D.  Each of NTN and BUZZTIME desires to promote the other Party and its
         respective products and service offerings via various media.

     E.  Each of NTN and BUZZTIME desires to set forth their respective rights,
         duties and obligations in this Licensing and Marketing Agreement.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the Parties hereto, intending to be legally bound hereby,
agree as follows:

ARTICLE 1: DEFINITIONS

THE FOLLOWING TERMS WHEN USED IN THIS LICENSING AND MARKETING AGREEMENT, WHETHER
SINGULAR OR PLURAL, SHALL (UNLESS EXPRESSLY PROVIDED HEREIN OR UNLESS THE
CONTEXT OTHERWISE REQUIRES) HAVE THE FOLLOWING RESPECTIVE MEANINGS:

1.1      "AFFILIATE" means any person or entity in which either Party or any
         owner, majority shareholder, officer or director of either Party has
         any direct beneficial or ownership interest or is a joint venture
         partner.


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1.2      "BUZZTIME BUSINESS" means that business conducted by BUZZTIME, which
         includes distribution of BUZZTIME Content to the Consumer Market, and
         specifically excludes the distribution of BUZZTIME Content to the
         Commercial Market.

1.3      "BUZZTIME CONTENT" means all Content (other than advertising Content)
         owned by or licensed to BUZZTIME (or any of its Affiliates) and used in
         the BUZZTIME Business.

1.4      "BUZZTIME CONTENT LICENSE" means the license granted in Article 2.3.

1.5      "BUZZTIME MARKS" means all present and future trademarks and service
         marks owned by or licensed to BUZZTIME and used in the BUZZTIME
         Business.

1.6      "BUZZTIME PLAYER DATA" means personal player information and data
         captured by BUZZTIME.

1.7      "BUZZTIME PREMIUM GAMES" means games that utilize original content that
         has not been previously provisioned for, or made available to players
         as part of, any BUZZTIME game.

1.8      "BUZZTIME TECHNOLOGIES" means those portions of the following
         Technology that stores, organizes, manipulates, provides and otherwise
         exploits trivia questions and answers (known as the "trivia backend")
         and database Technology, to the extent that either of the foregoing
         Technologies are required or useful to distribute, exploit and support
         the BUZZTIME Content on the NTN Network.

1.9      "BUZZTIME TECHNOLOGIES LICENSE" means the License granted in Article
         2.1, as depicted in Schedule "A".

1.10     "BUZZTIME TRADEMARK LICENSE" means the License granted in Article 2.2.

1.11     "COMMERCIAL ACTIVATION DATE" means the date the BUZZTIME Premium Games
         are first made available to players.

1.12     "COMMERCIAL MARKET" means the market comprised of commercial business
         establishments and venues that provide goods and services to multiple
         consumers including, but not limited to, restaurants, sports bars,
         hotel rooms, hotel lobbies/lounges, hospitals, stadiums, coliseums,
         entertainment/hospitality locations, cruise line and recreational
         facilities (specifically excluding consumer wireless mobile devices and
         content that is also generally intended for use outside of any specific
         commercial venue) and other "out-of-home" environments.

1.13     "COMPOSITE MARK" means a trademark that consists of: (i) a BUZZTIME
         Mark used in combination with any trademark owned by NTN or licensed to
         NTN by any third party; and ii) an NTN Mark used in combination with
         any trademark owned by BUZZTIME or licensed to BUZZTIME by any third
         party.



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1.14     "CONFIDENTIAL INFORMATION" means all confidential and proprietary
         information disclosed by one Party or any of its Affiliates to the
         other Party or any of its Affiliates, including: (i) information
         disclosed in writing and marked "confidential," (ii) information
         disclosed orally and identified as confidential at the time of
         disclosure, (iii) information which the receiving Party knows or has
         reason to know is confidential, trade secret or proprietary information
         of the disclosing Party, (iv) in the case of BUZZTIME, the BUZZTIME
         Technologies, whether disclosed to NTN on, before or after the date of
         this Licensing and Marketing Agreement; and (iv) in the case of NTN,
         the NTN Technologies, whether disclosed to BUZZTIME on, before or after
         the date of this Licensing and Marketing Agreement.

1.15     "CONSUMER MARKET" means the consumer market comprised of Internet and
         online services, interactive television, mobile telephones, consumer
         wireless networks, hand-held devices and other consumer platforms
         available to, or accessible by, the general public, but specifically
         excluding the Commercial Market.

1.16     "CONTENT" means any information or data in any format, whether or not
         interactive in nature, including graphics and text, other than the
         BUZZTIME Technologies and the NTN Technologies and excluding player
         data, Usage Data, and advertising.

1.17     "DERIVATIVE WORKS" means a work based upon one or more preexisting
         works, such as a translation, abridgment, condensation, or any other
         form in which a work may be recast, transformed, or adapted, or a work
         consisting of editorial revisions, annotations, elaborations, or other
         modifications which, as a whole, represent an original work of
         authorship; and any "compilation" which is a work formed by the
         collection and assembling of preexisting materials or of data that are
         selected, coordinated, or arranged in such a way that the resulting
         work as a whole constitutes an original work of authorship, and
         including collective works.

1.18     "IMPROVEMENTS" means bug fixes, error corrections, improvements,
         modifications, enhancements, additions, extensions, new releases, new
         versions, upgrades, updates, Derivative Works, next generation
         replacement products, translations and localizations

         (a)      of the BUZZTIME Technologies developed, owned or acquired by
                  or licensed to BUZZTIME; or

         (b)      of the NTN Technologies developed, owned, or acquired by or
                  licensed to NTN.

1.19     "INTELLECTUAL PROPERTY RIGHTS" means all patent rights, copyright
         rights (including, but not limited to, rights in music and audiovisual
         works), trademark rights, trade secret rights, design rights and
         confidentiality rights and any other intellectual property rights
         recognized by the law of each applicable jurisdiction.

1.20     "NTN BUSINESS" means the business conducted by NTN, which includes the
         distribution of Content to the Commercial Market, and specifically
         excluding the distribution of BUZZTIME Content to the Consumer Market.



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1.21     "NTN CONTENT" means all Content (other than advertising Content) owned
         by or licensed to NTN and used in the NTN Business.

1.22     "NTN MARKS" means all present and future trademarks and service marks
         owned by or licensed to NTN and used in the NTN Business.

1.23     "NTN NETWORK" means NTN's interactive television network, featuring
         sports, trivia and various interactive games which are broadcast to the
         Commercial Market.

1.24     "NTN PLAYER DATA" means personal player information and data collected
         by NTN, such as that data included in NTN's Players Plus(R) database.

1.25     "NTN TECHNOLOGIES" means those portions of the following Technology in
         which NTN has any right, title or interest: Technology (known as
         Broadcast Director Software Referee) that enables the recording of live
         event data in a form capable of being broadcast over the NTN Network.

1.26     "NTN TECHNOLOGIES LICENSE" means the License granted in Article 2.5, as
         depicted in Schedule "A".

1.27     "NTN TRADEMARK LICENSE" means the License granted in Article 2.4.

1.28     "PARTY" means a party to this Licensing and Marketing Agreement.

1.29     "STANDARD NTN CONTENT FORMAT" means the data format of the BUZZTIME
         Content delivered to NTN for use in the NTN Business as set forth in
         Schedule "B".

1.30     SUPPORT SERVICES" means the services to be provided by BUZZTIME as
         specified in Articles 4.5 and 4.6.

1.31     "TECHNOLOGY" means hardware, software (including source code, object
         code, and executable code), firmware, ideas, algorithms, tools,
         techniques, methods, processes, trade secrets, information, technical
         data, technical databases, technical data compilations and collections
         (but in any case excluding trivia questions and databases thereof),
         documentation, designs, inventions (whether or not patentable),
         improvements, enhancements and technology.

1.32     "TERM" is defined in Article 12.1.

1.33     "USAGE DATA" means information and data captured as a result of use of
         the BUZZTIME Content as distributed by NTN.



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                          ARTICLE 2: GRANT OF LICENSES

2.1      BUZZTIME Technologies License. BUZZTIME hereby grants to NTN, subject
         to any contractual restrictions governing the usage of any BUZZTIME
         Technologies imposed by pre-existing agreements with third parties
         (other than Affiliates), a non-transferable (except as expressly
         permitted by this Licensing and Marketing Agreement), exclusive (as
         against third parties and as against BUZZTIME), perpetual, worldwide,
         royalty-free License to use, customize and exploit the BUZZTIME
         Technologies and to sublicense only to the extent necessary to enable
         the distribution by NTN of the BUZZTIME Content to the Commercial
         Market.

2.2      BUZZTIME Trademark License.

         (a)      Grant of Rights. BUZZTIME hereby grants to NTN an exclusive,
                  non-transferable (except as expressly permitted in this
                  License and Marketing Agreement), perpetual, worldwide,
                  royalty-free license:

                  (i)      to use the BUZZTIME Marks (either alone or as part of
                           any Composite Mark) in connection with distribution
                           of the BUZZTIME Content by NTN to the Commercial
                           Market; and

                  (ii)     to apply jointly with BUZZTIME for registration of
                           the Composite Marks for use by NTN in the NTN
                           Business, but NTN will not otherwise register or seek
                           protection for any BUZZTIME Marks or Composite Marks,
                           without the prior written consent of BUZZTIME, which
                           consent may be withheld in BUZZTIME'S sole discretion

                  provided, that the Trademark License granted under this
                  Article 2.2(a) is subject to: (i) in the case of BUZZTIME
                  Marks licensed to BUZZTIME by third parties, any contractual
                  restrictions governing the usage of such BUZZTIME Marks
                  imposed by agreements with third parties (other than
                  Affiliates), and (ii) in the case of BUZZTIME Marks owned by
                  BUZZTIME, any contractual restrictions governing the usage of
                  such BUZZTIME Marks imposed by agreements with third parties
                  (other than Affiliates) existing at the time at which BUZZTIME
                  obtains ownership of such BUZZTIME Marks. BUZZTIME shall
                  concurrently with making available the BUZZTIME Marks advise
                  NTN of any contractual restrictions of the type described in
                  this Article 2.2(a) that apply to the use of the BUZZTIME
                  Marks in the NTN Business. The license set forth in Article
                  2.2(a)(i) is sublicensable only to the extent necessary to
                  enable the distribution, promotion, marketing and advertising
                  by NTN of the BUZZTIME Content in and to the Commercial
                  Market. The license set forth in Article 2.2(a)(ii) is not
                  sublicensable.



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         (b)      Use of BUZZTIME Marks. NTN hereby agrees that it shall:

                  (i)      use the BUZZTIME Marks (either alone or as part of
                           any Composite Mark) in accordance with BUZZTIME'S
                           then-current trademark guidelines set out in Schedule
                           "C" as amended from time to time to protect
                           BUZZTIME'S rights (which such trademark guidelines
                           shall be consistent with and in no event be more
                           onerous than those guidelines applicable to
                           BUZZTIME'S other distributors); provided, that
                           BUZZTIME shall provide NTN with reasonable (taking
                           into account the nature of the changes made to the
                           trademark guidelines and the then-current use of the
                           BUZZTIME Marks in NTN's Business) notice of any such
                           change; and

                  (ii)     not do or cause anything to be done that may
                           adversely affect BUZZTIME's title in the BUZZTIME
                           Marks or call into question the validity of that
                           title or the registration of the BUZZTIME Marks.

2.3      BUZZTIME Content License. BUZZTIME hereby grants to NTN, subject to any
         contractual restrictions governing the usage of the BUZZTIME Content
         imposed by pre-existing agreements with third parties (other than
         Affiliates) including, without limitation, any rights of approval
         and/or payment of any incremental cost directly attributable to the
         distribution of such BUZZTIME Content, a non-transferable (except as
         expressly permitted by this Licensing and Marketing Agreement),
         perpetual, worldwide, royalty-free License to use, customize (including
         but not limited to modification, editing and augmenting) and exploit
         BUZZTIME Content created prior to and existing at December 31, 1999
         ("Pre-Existing Content") as set forth in Schedule "D", along with any
         updates made by BUZZTIME to the Pre-existing Content, in the NTN
         Business and to sub-License the BUZZTIME Content to the extent
         necessary to enable distribution of the BUZZTIME Content by NTN to the
         Commercial Market. The license granted herein includes rights to any
         and all new BUZZTIME Content created by BUZZTIME during the ordinary
         course of business from and after December 31, 1999 ("Additional
         BUZZTIME Content"); however, at any time after the initial five (5)
         years of the Term, should BUZZTIME elect to terminate the creation and
         development of Additional BUZZTIME Content, BUZZTIME shall provide NTN
         with twelve (12) months' written notice prior to the effective date of
         such termination.

2.4      NTN Trademark License.

         (a)      Grant of Rights. NTN hereby grants to BUZZTIME a
                  non-transferable (except as expressly permitted in this
                  License and Marketing Agreement), worldwide, royalty-free
                  license for so long as BUZZTIME shall provide Content to NTN
                  pursuant to the license granted in Article 2.3:

                  (i)      to use the NTN Marks and the Composite Marks in
                           connection with distribution of the BUZZTIME Content
                           to, and promotion of NTN by BUZZTIME in, the Consumer
                           Market;



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                  (ii)     to apply jointly with NTN for registration of the
                           Composite Marks for use by BUZZTIME in the BUZZTIME
                           Business, but BUZZTIME will not otherwise register or
                           seek protection for any NTN Marks or Composite Marks,
                           without the prior written consent of NTN, which
                           consent may be withheld in NTN's sole discretion

                  provided, that the trademark license granted under this
                  Article 2.4 is subject to: (i) in the case of NTN Marks
                  licensed to NTN by third parties, any contractual restrictions
                  governing the usage of such NTN Marks imposed by agreements
                  with third parties (other than Affiliates), and (ii) in the
                  case of NTN Marks owned by NTN, any contractual restrictions
                  governing the usage of such NTN Marks imposed by agreements
                  with third parties (other than Affiliates) existing at the
                  time at which NTN obtains ownership of such NTN Marks. NTN
                  shall concurrently with making available the NTN Marks and
                  Composite Marks advise BUZZTIME of any contractual
                  restrictions of the type described in this Article 2.4 that
                  apply to the use of the NTN Marks or Composite Marks in the
                  BUZZTIME Business. The license set forth in this Article 2.4
                  is sublicensable only to the extent necessary to enable the
                  distribution, promotion, marketing, and advertising by
                  BUZZTIME of the BUZZTIME Content to the Consumer Market.

         (b)      Use of NTN Marks. BUZZTIME hereby agrees that it shall:

                  (i)      use the NTN Marks and the Composite Marks in
                           accordance with NTN'S then-current trademark
                           guidelines set out in Schedule "E" as amended from
                           time to time to protect NTN'S rights (which such
                           trademark guidelines shall be consistent with and in
                           no event be more onerous than those guidelines
                           applicable to NTN'S other distributors); provided,
                           that NTN shall provide BUZZTIME with reasonable
                           (taking into account the nature of the changes made
                           to the trademark guidelines and the then-current use
                           of the NTN Marks and Composite Marks in BUZZTIME'S
                           Business) notice of any such change; and

                  (ii)     not do or cause anything to be done that may
                           adversely affect NTN's title in the Composite Marks
                           or NTN Marks or call into question the validity of
                           that title or the registration of the Composite Marks
                           or NTN Marks.

2.5      NTN Technologies License. NTN hereby grants to BUZZTIME, subject to any
         contractual restrictions governing the usage of any NTN Technologies
         imposed by pre-existing agreements with third parties (other than
         Affiliates), a non-transferable (except as expressly permitted by this
         Licensing and Marketing Agreement), worldwide, royalty-free license to
         use, customize and exploit the NTN Technologies only to the extent
         necessary to enable BUZZTIME to fulfill its obligations under this
         Licensing and Marketing Agreement for so long as BUZZTIME shall provide
         Content to NTN pursuant to the license granted in Article 2.3.



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                  ARTICLE 3: LICENSED MARKETS AND TERRITORIES

3.1      NTN Market. The Licenses granted to NTN hereunder are limited to the
         Commercial Market. NTN is expressly prohibited from providing the
         BUZZTIME Content to the Consumer Market. NTN shall not enter into any
         agreements with third parties for distribution of the BUZZTIME Content
         to the Consumer Market without BUZZTIME's prior written consent, which
         consent shall not be unreasonably withheld; BUZZTIME shall respond to
         any such request from NTN as soon as practicable. From and after the
         Effective Date, NTN will include a provision in any and all agreements
         with third parties for licensing of the BUZZTIME Content prohibiting
         such third parties from distributing the BUZZTIME Content to the
         Consumer Market.

3.2      BUZZTIME Market. The Licenses granted to BUZZTIME hereunder are limited
         to the Consumer Market. BUZZTIME is expressly prohibited from providing
         the BUZZTIME Content directly to the Commercial Market. BUZZTIME shall
         not enter into any agreements with third parties for distribution of
         the BUZZTIME Content to the Commercial Market, without NTN's prior
         written consent, which consent shall not be unreasonably withheld; NTN
         shall respond to any such request from BUZZTIME as soon as practicable,
         unless a specific period to time for such response is otherwise agreed
         to by NTN in writing. From and after the Effective Date, BUZZTIME will
         include a provision in any and all agreements with third parties for
         licensing of the BUZZTIME Content prohibiting such third parties from
         distributing the BUZZTIME Content to the Commercial Market.

                   ARTICLE 4: IMPLEMENTATION OF TECHNOLOGIES

4.1      Technology Transfer.

         (a)      BUZZTIME will as soon as reasonably practicable after
                  execution of this Licensing and Marketing Agreement deliver
                  copies of all tangible embodiments of the BUZZTIME
                  Technologies to NTN to enable NTN to distribute the BUZZTIME
                  Content and shall concurrently with any such transfer advise
                  NTN of any contractual restrictions of the type described in
                  Article 2.1 that apply to the use of the BUZZTIME Technologies
                  by NTN in the NTN Business.

         (b)      NTN will as soon as reasonably practicable after execution of
                  this Licensing and Marketing Agreement deliver copies of all
                  tangible embodiments of the NTN Technologies to BUZZTIME to
                  enable BUZZTIME to fulfill its obligation to broadcast live
                  events to NTN as defined in this Agreement.

4.2      Improvements.

         (a)      BUZZTIME will provide NTN with a minimum of one (1) year's
                  notice prior to implementation of any material Improvements to
                  the BUZZTIME Technologies;



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         (b)      NTN will provide BUZZTIME with a minimum of one (1) year's
                  notice prior to implementation of any material Improvements to
                  the NTN Technologies;

         (c)      in the event either Party implements any such Improvements
                  prior to one (1) year from the date of such notice,

                  (i)      BUZZTIME will maintain the BUZZTIME Technologies, as
                           existing at time such notice is given, to enable NTN
                           to continue distribution of the BUZZTIME Programs;

                  (ii)     NTN will maintain the NTN Technologies, as existing
                           at time such notice is given, to enable BUZZTIME to
                           continue to fulfill its obligation to broadcast live
                           events to NTN as defined in this Agreement.

         (d)      the Parties will negotiate in good faith regarding the
                  transition to material Improvements in the event either Party
                  is required to incur material costs in connection with
                  implementation of any such Improvements including, but not
                  limited to, maintenance of

                  (i)      a modified version of the BUZZTIME Technologies by
                           BUZZTIME to assist NTN during the transition period;

                  (ii)     a modified version of the NTN Technologies by NTN to
                           assist BUZZTIME during the transition period;

         (e)      BUZZTIME shall at all times maintain and support the current
                  version of the BUZZTIME Technologies in use by NTN during the
                  Term. Should NTN agree to use an improved version of the
                  BUZZTIME Technologies, that improved version will become the
                  new current version for purposes of this Licensing and
                  Marketing Agreement.

4.3      Account Manager. BUZZTIME shall within ninety (90) days following the
         execution of this Licensing and Marketing Agreement appoint an account
         manager ("ACCOUNT MANAGER") who shall be dedicated to acting as the
         main liaison between BUZZTIME and NTN. BUZZTIME shall ensure that the
         Account Manager shall:

         (a)      keep NTN informed regarding the BUZZTIME Business as such
                  plans or activities with respect thereto may affect the NTN
                  Business, including by providing NTN with advance notification
                  of any: (i) proposed Improvements pursuant to 4.2; (ii) impact
                  such Improvements may have on the BUZZTIME Programs as
                  distributed by NTN; (iii) third party software or client
                  plug-ins under consideration by BUZZTIME for inclusion in the
                  BUZZTIME Business for which NTN must pay; and (iv) responding
                  to any further reasonable requests for information made by
                  NTN;



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         (b)      communicate NTN's suggestions for Improvements, interests and
                  any concerns to an appropriate senior person within BUZZTIME.
                  BUZZTIME will consider in good faith NTN's opinion regarding
                  the desirability of any proposed modifications suggested by
                  either Party of the Core Technologies taking into
                  consideration, inter alia, the cost to BUZZTIME of deployment
                  of such modification, the deployment of such modification by
                  NTN in the NTN Business and the need for BUZZTIME to deploy
                  such modification to maintain BUZZTIME's competitiveness;

         (c)      advise NTN of and provide NTN with access to relevant web
                  sites and other relevant communications vehicles generally
                  available to BUZZTIME'S distributors for the purpose of
                  communication between BUZZTIME and NTN and the dissemination
                  to and ready access by NTN of support service information; and

         (d)      invite NTN to attend all relevant conferences and seminars
                  organized by BUZZTIME that are open to its distribution
                  partners and provide NTN with appropriate details of those
                  events.

4.4      Account Liaison. NTN shall within ninety (90) days following the
         execution of this Licensing and Marketing Agreement appoint an account
         liaison who shall be the main liaison between NTN and BUZZTIME.

4.5      Support Services. The Parties agree to provide, either themselves or
         through any of their Affiliates, for a period to extend the longer of:
         i) five (5) years from the Effective Date or ii) until termination of
         the obligation of BUZZTIME to provide new BUZZTIME Content per Article
         2.3, support services comparable to the support services and service
         levels provided by the Parties to their distributors or customers as
         part of each Party's Business.

4.6      Support and Maintenance Agreement. As soon as reasonably practicable
         following the execution of this Licensing and Marketing Agreement, the
         Parties shall negotiate in good faith with to enter into a support and
         maintenance agreement to provide support services of the type referred
         to in Article 4.5 on such terms and conditions as shall be mutually
         agreed upon. Such service level agreement shall include, but is not
         limited to:

         (a)      maintenance and upgrading of the BUZZTIME Programs and
                  BUZZTIME Technologies, exclusive of development or
                  customization specific to the NTN Network;

         (b)      maintenance and upgrading of the NTN Technologies,

         (c)      each Party to have full rights to utilize and incorporate
                  Improvements;

         (d)      maintenance and upgrades to the BUZZTIME Technologies made by
                  BUZZTIME in the ordinary course of business



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         (e)      maintenance and upgrades to the NTN Technologies made by NTN
                  in the ordinary course of business

                             ARTICLE 5: PROGRAMMING

5.1      Programming. The BUZZTIME Content shall be programmed as follows:

         (a)      Structure. BUZZTIME will develop and maintain the original
                  programming existing and in use as of the Effective Date for
                  distribution by NTN to the Commercial Market; however, NTN
                  shall determine the "look and feel" of the BUZZTIME Content
                  for use in the NTN Business.

         (b)      Content. NTN will program the BUZZTIME Content in its sole
                  discretion in accordance with the Programming Principles (as
                  defined below). Nothing in this Licensing and Marketing
                  Agreement shall be deemed to create any obligation of NTN to
                  accept or use any BUZZTIME Content.

         (c)      QB1/Predict the Play Studio Production. BUZZTIME will produce,
                  in substantially its current form, the program known as
                  "QB1/Predict the Play" for NTN during the initial five (5)
                  years of the Term, including through conclusion of the
                  2005/2006 football season. No fee therefor shall be paid by
                  NTN during the initial two (2) years of QB1/Predict the Play
                  production by BUZZTIME. During the three (3) years immediately
                  subsequent to such two (2) year period, NTN shall pay BUZZTIME
                  a production fee of $175 per game produced; however, in the
                  event BUZZTIME produces a QB1/Predict the Play application for
                  a third party at any time during such three (3) year period,
                  the production fee payable by NTN to BUZZTIME for QB1/Predict
                  the Play will be directly offset by any QB1/Predict the Play
                  production fees collected by BUZZTIME from any such third
                  party during the course of such production by BUZZTIME for
                  that third party.

         (d)      Graphics. Each Party will make available to the other Party
                  any and all graphics developed by such Party for the BUZZTIME
                  Content as distributed by NTN to the Commercial Market. Each
                  Party will retains all right, title and interest to and of any
                  such graphics provided pursuant to this Article 5.1.

5.2      Acquisition and Use of Content by NTN. NTN:

         (a)      in its sole discretion and at its sole cost and expense, may
                  create, author and/or acquire Content for programming to be
                  distributed by NTN to the Commercial Market including by
                  developing relationships with third party Content providers;
                  provided, however, that NTN shall not acquire entertainment
                  and game content directly from any third party provider during
                  the initial five (5) years of the Term; rather, NTN shall
                  extend to BUZZTIME a right of first refusal during such period
                  to develop relationships directly with any and all third party
                  entertainment and game content providers for the purpose of
                  acquiring Content for programming to be distributed by NTN,
                  and, BUZZTIME, in turn, will provide such content to



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                  NTN pursuant to the terms of this Licensing and Marketing
                  Agreement. Any such Content acquired by BUZZTIME for
                  distribution by NTN pursuant to this Article 5.2 must meet
                  NTN's programming quality and feature standards, including but
                  not limited to branding aspects of such Content, as well as
                  any and all related features and benefits in any form
                  whatsoever, as determined by NTN in its sole discretion;

         (b)      shall adhere to the following programming principles
                  ("PROGRAMMING PRINCIPLES") in the usage of all BUZZTIME
                  Content licensed hereunder:

                  (i)      NTN may modify, edit or augment any BUZZTIME Content
                           subject to the terms of the BUZZTIME Content License;

                  (ii)     shall comply with all contractual restrictions of the
                           type described in Article 2.3 applicable to the
                           BUZZTIME Content and of which NTN is advised pursuant
                           to Article 5.3(a)(i) hereinbelow;

                  (iii)    NTN shall immediately cease distribution of any
                           BUZZTIME Content as to which BUZZTIME advises NTN
                           that BUZZTIME has become aware or has been advised is
                           in breach or is alleged to be in breach of any
                           contractual limitations to which such BUZZTIME
                           Content is subject or which is alleged to infringe
                           any third party Intellectual Property Rights;

         (c)      shall use its commercially reasonable efforts so as to
                  optimize the consumer appeal of the BUZZTIME Content as
                  distributed by NTN hereunder and BUZZTIME'S image and identity
                  as it occurs therein;

         (d)      shall employ, at NTN's sole expense, a content staff member
                  who may reside at BUZZTIME offices for the purpose of: i)
                  communicating with the designated Account Manager per Article
                  4.2; and ii) managing the acquisition and use of the BUZZTIME
                  Content per the License granted pursuant to Article 2.3;

         (e)      shall feature BUZZTIME branding with the intent to present
                  BUZZTIME Content as being owned by BUZZTIME immediately prior
                  to, during and immediately following each game that features
                  the BUZZTIME Content, with a portion of such branding to occur
                  on the BUZZTIME Content screen, as distributed by NTN
                  hereunder;

         (f)      shall not, and shall not permit any third parties to,
                  distribute the BUZZTIME Content to the Consumer Market during
                  the Term; and

         (g)      shall not cause any BUZZTIME Premium Games to be released,
                  directly or by any third party, prior to the Commercial
                  Activation Date without the prior written approval of
                  BUZZTIME.



                                      -12-
<PAGE>   13

5.3      Furnishing of BUZZTIME Content. BUZZTIME:

         (a)      shall deliver copies of all tangible embodiments of the
                  Pre-existing Content to NTN as soon as reasonably practicable
                  after execution of this Licensing and Marketing Agreement;

         (b)      shall cause to be furnished to NTN all BUZZTIME Content in the
                  Standard NTN Content Format, and shall concurrently therewith
                  advise NTN of any contractual restrictions of the type
                  described in Article 2.3 that apply to the use of such
                  BUZZTIME Content by NTN in the NTN Business;

         (c)      shall provide NTN with unlimited access to the BUZZTIME
                  Content database for the purposes of this Agreement subject to
                  the provisions of Article 2.3;

         (d)      shall deliver copies of all tangible embodiments of any and
                  all updates to the BUZZTIME Content to NTN on a quarterly
                  basis; provided, however, that the obligation to provide
                  updates shall expire simultaneously with any termination
                  BUZZTIME's obligation to provide Additional BUZZTIME Content
                  pursuant to Article 2.3;

         (e)      shall, after exercise of its right to cease providing new
                  BUZZTIME Content pursuant to Article 2.3, utilize its
                  relationships with third party Content providers to
                  facilitate, on a commercially reasonable basis and pursuant to
                  Article 5.2 (a), the acquisition by NTN of Content from those
                  third parties;

         (f)      shall not, and shall not permit any third parties to,
                  distribute the BUZZTIME Content to any Commercial Market
                  during the Term;

         (g)      shall not cause any BUZZTIME Premium Games to be released,
                  directly or by any third party, prior to the Commercial
                  Activation Date of such BUZZTIME Premium Games without the
                  prior written approval of NTN;

         (h)      shall advise and obtain NTN's prior written consent with
                  respect to any incremental cost payable by NTN to any third
                  party (other than an Affiliate) that is: i) directly
                  attributable to the use of such BUZZTIME Content in the NTN
                  Business in the Commercial Market (which NTN shall pay if it
                  uses such BUZZTIME Content);

         (i)      shall negotiate in good faith with NTN for development of
                  exclusive content or customization of the BUZZTIME Content
                  upon request of NTN, at rates and pursuant to terms as
                  mutually agreed between the Parties.



                                      -13-
<PAGE>   14

                             ARTICLE 6: ADVERTISING

6.1      Right to Sell Advertising. NTN has the exclusive right to sell
         advertising for insertion in the BUZZTIME Content distributed by NTN to
         the Commercial Market; provided, however, in consideration of the
         licenses granted and the performance by BUZZTIME hereunder, BUZZTIME
         has the right to utilize:

         (a)      two (2) fifteen second (:15) ad screens per hour of BUZZTIME
                  programming to be distributed by NTN in connection with the
                  BUZZTIME Content to the Commercial Market; and

         (b)      on an "as available" basis (inventory that has not been sold
                  to third parties) as determined solely by NTN, two (2) fifteen
                  second (:15) ad screens per hour of BUZZTIME programming to be
                  distributed by NTN in connection with the BUZZTIME Content to
                  the Commercial Market,

         subject to the terms and conditions of NTN's standard advertising
         agreement and payment of production charges by BUZZTIME, if necessary,
         pursuant to the then prevailing NTN advertising rate card (no media
         placement fee to be paid to NTN). NTN shall make available to BUZZTIME
         any and all technology necessary to enable BUZZTIME to undertake
         commercially reasonable efforts to produce its own ads for the purposes
         of defraying NTN production costs. At any time after the initial six
         (6) years of the Term, NTN may elect to terminate BUZZTIME's right to
         utilize any or all of the ad screens pursuant to (a) and (b) of Article
         6.1, by providing BUZZTIME with twelve (12) months' written notice
         prior to the effective date of such termination; provided, however,
         that NTN may not terminate for so long as BUZZTIME continues to provide
         BUZZTIME Content per Article 2.3. Further, the advertising rights
         granted to BUZZTIME under this Article 6 shall terminate simultaneously
         with any termination by BUZZTIME of its obligations to provide
         Additional BUZZTIME Content to NTN as provided in Article 2.3.

6.2      Use of Advertising Screens. Any and all such advertising screens will
         be utilized by BUZZTIME solely for BUZZTIME, its Affiliates and
         distribution partners and all advertising content shall relate only to
         BUZZTIME, its Affiliates and distribution partners. No single
         advertisement under this Article 6.2 may run more than once per hour.
         The number of ad screens available to BUZZTIME hereunder may be
         increased at any time or from time to time on an "as available" basis
         as determined solely by NTN.

6.3      Advertising Leads and Marketing. BUZZTIME and NTN will share
         advertising leads and will carefully coordinate their marketing
         efforts. All sales of advertising to be inserted in BUZZTIME Content as
         distributed by NTN will be made in accordance with an advertising rate
         card for BUZZTIME Content to be established by NTN.

6.4      Promotion of NTN by BUZZTIME. BUZZTIME shall utilize its best efforts
         to provide promotion of NTN in the Consumer Market.



                                      -14-
<PAGE>   15

                             ARTICLE 7: USAGE DATA

7.1      Collection and Sharing of Usage Data. Subject to all applicable laws
         and regulations, NTN shall own any and all rights to Usage Data, or
         other information relating to use of the BUZZTIME Content as
         distributed by NTN to the Commercial Market. However, NTN will share
         aggregated Usage Data with BUZZTIME from time to time. With NTN's prior
         written consent, BUZZTIME may collect information provided by or
         relating to users of the BUZZTIME Content as distributed by NTN to the
         Commercial Market subject to strict compliance with each of the
         BUZZTIME and NTN privacy policies. Upon request, BUZZTIME shall provide
         a written description of how it proposes to use Usage Data.

7.2      User Data. BUZZTIME owns all right, title and interest in and to the
         BUZZTIME Player Data. NTN owns all right, title and interest in and to
         the NTN Player Data. The Parties may share such player data from time
         to time during the Term, as mutually agreed.

                           ARTICLE 8: CONFIDENTIALITY

8.1      Treatment of Confidential Information. Each Party and each of its
         respective Affiliates will maintain in confidence the other Party's
         Confidential Information and will not disclose, divulge or otherwise
         communicate such Confidential Information to any persons other than
         their employees with a need to know, or use such Confidential
         Information for any purpose, except as otherwise provided or permitted
         under the terms of this Licensing and Marketing Agreement and hereby
         agrees to exercise reasonable precautions including, without
         limitation, use of written agreements to prevent and restrain the
         unauthorized disclosure of such Confidential Information by any of its
         directors, officers, employees, consultants, subcontractors,
         sublicensees or agents. The provisions of this Article 8 will survive
         termination of this Licensing and Marketing Agreement.

8.2      Release from Restrictions. The provisions of Article 8.1 will not apply
         to any Confidential Information disclosed pursuant to this Licensing
         and Marketing Agreement or otherwise which:

         (a)      was known or used by the receiving Party or its Affiliates
                  (unless known on account of research or development done by or
                  on behalf of the disclosing Party and distributed to the
                  receiving Party or its Affiliates pursuant to confidentiality
                  restrictions) prior to its date of disclosure to the receiving
                  Party, as evidenced by the written records of the receiving
                  Party or its Affiliates;

         (b)      either before or after the date of the disclosure to the
                  receiving Party, is lawfully disclosed without restriction to
                  the receiving Party or its Affiliates by a third party (other
                  than an Affiliate) rightfully in possession of the
                  Confidential Information (but only to the extent of the rights
                  received from and limitations imposed by such third party);



                                      -15-
<PAGE>   16

         (c)      either before or after the date of the disclosure to the
                  receiving Party, becomes published or available to the public
                  through no fault or omission on the part of the receiving
                  Party or its Affiliates;

         (d)      is required to be disclosed by the receiving Party or its
                  Affiliates to comply with applicable laws, to defend or
                  prosecute litigation or to comply with governmental
                  regulations, provided that the receiving Party provides, if
                  possible, prior written notice of such disclosure to the other
                  Party and takes reasonable and lawful actions to minimize the
                  degree of such disclosure;

         (e)      is required to be disclosed by the receiving Party or its
                  Affiliates to comply with applicable laws, or the rules of any
                  regulatory authority or stock exchange relevant to that Party
                  or its Affiliates (but the Receiving Party or its Affiliates
                  will limit the disclosure as far as possible);

         (f)      is independently developed by the receiving Party (other than
                  on account of research or development done on behalf of the
                  disclosing Party pursuant to confidentiality restrictions)
                  without reference to the Confidential Information, as
                  evidenced by written records; or

         (g)      as part of normal reporting or review procedure to parent
                  companies, auditors, attorneys, investors and potential
                  investors, provided that such parent company, auditors,
                  attorneys, investors and potential investors are bound by
                  substantially similar obligations of confidentiality
                  substantially similar to this Article 8.

                  ARTICLE 9: OWNERSHIP AND PROPRIETARY RIGHTS

9.1      Ownership.

         (a)      BUZZTIME Property. The BUZZTIME Technologies, the BUZZTIME
                  Marks and any and all goodwill inuring to the BUZZTIME Marks
                  (including when used as part of a Composite Mark), the
                  BUZZTIME Content and BUZZTIME's and its Affiliates'
                  Confidential Information (collectively, the "BUZZTIME
                  PROPERTY") are and will remain the sole and exclusive property
                  of BUZZTIME, whether separate or combined with any other
                  property (subject to the exclusions in relation to the
                  Composite Marks, as referred to above). BUZZTIME's ownership
                  rights under this Article 9.1 will include, but not be limited
                  to all Intellectual Property Rights held by BUZZTIME in the
                  BUZZTIME Property.

         (b)      Company Material; Derivative Works. All modifications to, and
                  Derivative Works of the BUZZTIME Technologies, BUZZTIME Marks
                  or BUZZTIME Content created by NTN based upon such
                  Intellectual Property Rights of BUZZTIME will be owned by
                  BUZZTIME as a work-made-for-hire (and all right, title and
                  interest therein is hereby irrevocably assigned by NTN to
                  BUZZTIME) and licensed to NTN as part of the Licenses granted
                  under Article 2. All other material (and also excluding the
                  Composite Marks) in which there are



                                      -16-
<PAGE>   17

                  Intellectual Property Rights developed by NTN will be owned by
                  NTN ("NTN MATERIAL"). NTN hereby grants BUZZTIME a perpetual,
                  worldwide, non-exclusive, non-transferable (except as
                  permitted by this Licensing and Marketing Agreement) license
                  to use the NTN Materials (which license to use shall be
                  royalty-free) and to sublicense the NTN Materials only to
                  licensees of the BUZZTIME Technologies for a royalty to be
                  negotiated in good faith by each of NTN and BUZZTIME,
                  provided, that BUZZTIME shall not use any NTN Material either
                  within or outside of the BUZZTIME Business until such royalty
                  shall have been agreed upon.

         (c)      Use of BUZZTIME Property. NTN will not, except to the extent
                  permitted by applicable laws and notwithstanding any provision
                  to the contrary, reverse engineer, decompile, disassemble, or
                  otherwise attempt to reconstruct or discover any source code
                  or algorithms of the BUZZTIME Technologies not provided to NTN
                  in source code form. NTN will not delete or in any manner
                  alter the Intellectual Property Rights notices (e.g.,(C),(TM),
                  etc.) of BUZZTIME. NTN will reproduce and display BUZZTIME's
                  Intellectual Property Rights notices where appropriate and
                  pursuant to Schedule "C". NTN will use its commercially
                  reasonable efforts (but will not commence proceedings except
                  at the direction and cost of BUZZTIME) to protect BUZZTIME's
                  Intellectual Property Rights and will report promptly to
                  BUZZTIME any actual or suspected infringement or
                  misappropriation of such rights of which it becomes aware.

         (d)      NTN Property. The NTN Marks and any and all goodwill inuring
                  to the NTN Marks (including when used as part of a Composite
                  Mark), and NTN's and its Affiliates' Confidential Information
                  (collectively, the "NTN PROPERTY") are and will remain the
                  sole and exclusive property of NTN, whether separate or
                  combined with any other property (subject to the exclusions in
                  relation to the Composite Marks, as referred to above). NTN's
                  ownership rights under this Article 9.1 will include, but not
                  be limited to all Intellectual Property Rights held by NTN in
                  the NTN Property.

         (e)      Use of NTN Property, NTN Material and NTN Marks. BUZZTIME will
                  not, except to the extent permitted by applicable laws and
                  notwithstanding any provision to the contrary, reverse
                  engineer, decompile, disassemble, or otherwise attempt to
                  reconstruct or discover any source code or algorithms of the
                  NTN Property or NTN Material not provided by NTN to BUZZTIME
                  in source code form. BUZZTIME will not delete or in any manner
                  alter the Intellectual Property Rights notices (e.g.,(C),(TM),
                  etc.) of NTN. BUZZTIME will reproduce and display NTN's
                  Intellectual Property Rights notices where appropriate and
                  pursuant to Schedule "E". BUZZTIME will use its commercially
                  reasonable efforts (but will not commence proceedings except
                  at the direction and cost of NTN) to protect NTN's
                  Intellectual Property Rights and will report promptly to NTN
                  any actual or suspected infringement or misappropriation of
                  such rights of which it becomes aware.



                                      -17-
<PAGE>   18

9.2      Third Party Infringement. Each Party hereby reserves the sole and
         exclusive right at its discretion to assert claims against third
         parties for infringement or misappropriation of its Intellectual
         Property Rights.

              ARTICLE 10: REPRESENTATIONS AND WARRANTIES; FURTHER
                      OBLIGATIONS; LIMITATION ON LIABILITY

10.1     Representations and Warranties of BUZZTIME. BUZZTIME represents,
         warrants and covenants to NTN that:

         (a)      BUZZTIME has the power and authority to enter into this
                  Licensing and Marketing Agreement and to fully perform its
                  obligations hereunder, including the right to grant the
                  Licenses on the terms set out in this Licensing and Marketing
                  Agreement;

         (b)      to the best of BUZZTIME's knowledge, BUZZTIME is not under any
                  contractual or other legal obligation that will in any way
                  interfere with the full, prompt and complete performance of
                  its obligations pursuant to this Licensing and Marketing
                  Agreement;

         (c)      BUZZTIME has made application for trademark registration for
                  the following trademarks: BUZZTIME(TM), PREDICT THE PLAY(TM),
                  THE WORLD IS YOUR GAME SHOW(TM), and such trademarks are not
                  subject to any contractual restrictions on their use in the
                  BUZZTIME Business;

         (d)      use of the BUZZTIME Marks in accordance with the Trademark
                  License will not infringe any trademarks of a third party;

         (e)      use of the BUZZTIME Technologies (including, but not limited
                  to, all Software involved) and all documentation submitted by
                  BUZZTIME to NTN in accordance with the BUZZTIME Technologies
                  License:

                  (i)      will not infringe the Intellectual Property Rights
                           (other than trademarks or patent rights) of any
                           person; and

                  (ii)     to the best of BUZZTIME's knowledge will not infringe
                           any patent rights or trademark rights of any person;

         (f)      use of the BUZZTIME Content:

                  (i)      subject to (ii) below, will not infringe the
                           Intellectual Property Rights of any person; and

                  (ii)     to the best of BUZZTIME's knowledge will not, to the
                           extent that it is owned by any third party (other
                           than an Affiliate), infringe the Intellectual
                           Property Rights of any person; and



                                      -18-
<PAGE>   19

         (g)      to the best of BUZZTIME's knowledge the BUZZTIME Technologies
                  and the BUZZTIME Content will not contain any Foreign Elements
                  (defined below). "FOREIGN ELEMENTS" means: any viruses, worms,
                  logic bombs, security measures or other elements in the
                  BUZZTIME Technologies and the BUZZTIME Content which have the
                  capacity to change software or data present therein or
                  associated therewith, or which have the capacity to affect or
                  prevent the use thereof in any way. BUZZTIME will use
                  up-to-date, commercially reasonable virus scanning programs
                  and the like to attempt to detect and remove any Foreign
                  Elements before providing the BUZZTIME Technologies and the
                  BUZZTIME Content to NTN.

10.2     Representations and Warranties of NTN. NTN hereby represents, warrants
         and covenants to BUZZTIME that:

         (a)      NTN has the power and authority to enter into this Licensing
                  and Marketing Agreement and to fully perform its obligations
                  hereunder, including the right to grant the Trademark License
                  on the terms set out in this Licensing and Marketing
                  Agreement;

         (b)      it is not under any contractual or other legal obligation
                  which will in any way interfere with the full, prompt and
                  complete performance of its obligations pursuant to this
                  Licensing and Marketing Agreement;

         (c)      the use by NTN, BUZZTIME or any of their sub-licensees of any
                  Derivative Works developed by NTN based on the BUZZTIME
                  Technologies, excluding any and all third party contribution:

                  (i)      will not infringe the copyright of any person; and

                  (ii)     to the best of NTN's knowledge will not infringe any
                           other Intellectual Property Rights (other than
                           trademarks or copyrights) of any person; and

         (d)      the use of the Composite Marks by BUZZTIME will not infringe
                  any trademarks of a third party registered for use in the
                  United States.

10.3     Exclusion on Liability. Except where to do so would contravene any law
         or make any part of this clause void or unenforceable, each Party
         excludes liability to the other Party for any indirect, incidental,
         special or consequential loss (such as, but not limited to, loss of
         profits or revenues but not excluding damage to or loss of personal
         property), whether arising in contract, tort (including negligence) or
         otherwise that the other Party suffers or incurs in connection with
         this Licensing and Marketing Agreement.

10.4     Fraudulent Actions. The limitations on liability and damages set out in
         Article 10.3 apply to all causes of action that may be asserted
         hereunder, other than a cause of action resulting from another Party's
         fraudulent actions, whether sounding in breach of contract, breach of
         warranty, tort, product liability, negligence or otherwise.



                                      -19-
<PAGE>   20

10.5     Replacement of Infringing Material. In the event that a third party
         makes a claim or commences proceedings against BUZZTIME or NTN or any
         Affiliates of either Party claiming that any of the BUZZTIME
         Technologies or the BUZZTIME Content (together `MATERIAL') infringes
         the Intellectual Property Rights of any person and BUZZTIME reasonably
         believes such infringement claim may be valid, then BUZZTIME shall use
         reasonable commercial efforts to do any one or more of the following:

         (a)      modify the infringing Material so that the use of the Material
                  ceases to infringe the rights of that person;

         (b)      procure promptly for NTN and NTN's Affiliates the right to use
                  the infringing Material free of any claim by such person for
                  liability for infringement; or

         (c)      replace the infringing Material with non-infringing Material
                  on terms no more onerous than those permissible in this
                  Licensing and Marketing Agreement.

10.6     Limitation on Warranties. The express warranties of BUZZTIME and NTN
         made in this Licensing and Marketing agreement are the only warranties
         made by the Parties regarding the subject matter of this Licensing and
         Marketing Agreement. To the extent permitted by law, each of BUZZTIME
         and NTN expressly disclaim any and all warranties, representations,
         promises, conditions or undertakings (including those of
         merchantability and fitness for purpose), whether arising by statute,
         operation of law, usage of trade, courses of dealing or otherwise. This
         is an agreement for the provision of services. The parties expressly
         disclaim any applicability of the Uniform Commercial Code and the
         United Nations Convention on International Sale of Goods.

10.7     Non-solicitation of Employees. Neither Party shall, during the Term,
         directly or indirectly solicit, employ, offer to employ, or engage as a
         consultant, any employee or consultant of the other Party without that
         other Party's prior written consent.

          ARTICLE 11: INDEMNITIES; LIMITATION ON CONSEQUENTIAL DAMAGES

11.1     Indemnification by BUZZTIME. BUZZTIME will defend, indemnify and hold
         harmless NTN, its Affiliates and their respective officers, directors,
         employees and agents from all liabilities, damages, costs and expenses
         (including, without limitation, reasonable outside counsel fees and
         expenses) incurred in connection with any third party claim against NTN
         relating to breaches by BUZZTIME of any of its representations or
         warranties or any of its obligations hereunder ("THIRD PARTY CLAIM")
         provided that such breach of any representation or warranty or any of
         its obligations under this Licensing and Marketing Agreement is not
         caused by any willful misconduct or gross negligence on the part of
         NTN. BUZZTIME'S obligations under this Article 11.1 will constitute
         NTN's sole and exclusive remedy (in addition to Article 10.5 if
         applicable) in connection with any Third Party Claim, including for any
         infringement by the BUZZTIME Technologies, BUZZTIME Marks and BUZZTIME
         Content and their use by NTN or third parties.



                                      -20-
<PAGE>   21

11.2     Indemnification by NTN. NTN will defend, indemnify and hold harmless
         BUZZTIME, its Affiliates and their respective officers, directors,
         employees and agents from all liabilities, damages, costs and expenses
         (including without limitation, reasonable outside counsel fees and
         expenses) incurred in connection with any third party claim against
         BUZZTIME relating to breaches by NTN of any of its representations or
         warranties or any of its obligations hereunder (also a "THIRD PARTY
         CLAIM") provided that such breach is not caused by any willful
         misconduct or gross negligence on the part of BUZZTIME. NTN'S
         obligations under this Article 11.2 will constitute BUZZTIME'S sole and
         exclusive remedy in connection with any Third Party Claim including for
         any infringement of Intellectual Property Rights of third parties by
         BUZZTIME.

11.3     Consequential Loss. The exclusion of liability for consequential loss
         in Article 10.3 is subject to the following in relation to the
         indemnities given in Articles 11.1 and 11.2:

         (a)      any direct loss suffered by a third party making any Third
                  Party Claim will not be considered to be consequential loss;
                  and

         (b)      if in relation to any Third Party Claim referred to in
                  Sections 10.1 or 10.2, NTN or BUZZTIME respectively, is
                  entitled to recover any other form of consequential loss from
                  any other person in relation to that Third Party Claim
                  (whether through indemnity, subrogation or otherwise), NTN or
                  BUZZTIME respectively will remit any recovery received from
                  such person to the indemnified Party, net of any actual
                  out-of-pocket costs and expenses incurred by the indemnifying
                  Party in seeking such recovery; provided, that the percentage
                  share of the total amount of such costs and expenses deducted
                  from any such recovery shall not be greater than the
                  percentage that the amount that is remitted to the indemnified
                  Party bears to the total recovery of the indemnifying Party
                  with respect to such Third Party Claim and for which such
                  costs and expenses were incurred.

11.4     Requirements for Being Indemnified. The Party seeking indemnification
         must:

         (a)      promptly notify the indemnifying Party in writing of any claim
                  or legal proceeding which gives rise to such right (unless the
                  indemnifying Party is already aware of the claim or
                  proceedings);

         (b)      afford the indemnifying Party the opportunity to participate
                  in any proceeding, including by selection of its own counsel,
                  and to control the compromise, settlement, resolution or other
                  disposition of such claim or proceeding; and

         (c)      fully cooperate with the indemnifying Party (and the counsel
                  selected by the indemnifying counsel to defend the matter), at
                  the indemnifying Party's expense, in such indemnifying Party's
                  participation in, and control of, any claim or proceeding and
                  the compromise, settlement, resolution or other disposition of
                  such claim or proceeding; provided, however, that if such
                  compromise, settlement, resolution or other disposition could
                  have an adverse affect on the indemnified Party, then
                  indemnified Party's consent to such compromise,



                                      -21-
<PAGE>   22

                  settlement, resolution or other disposition will be required
                  but will not be unreasonably withheld.

                            ARTICLE 12: TERMINATION

12.1     Term. The term ("TERM") of this Licensing and Marketing Agreement will
         commence on the Effective Date, and unless terminated earlier in
         accordance with its terms, will continue for an initial term ("INITIAL
         TERM") that will end twenty-five (25) years from the Effective Date.

12.2     Extension of Term. Unless terminated earlier in accordance with its
         terms, before the end of the Initial Term, the Parties shall negotiate
         in good faith to agree on terms on which they may extend this License
         and Marketing Agreement. If by the end of the Initial Term, the
         Parties:

         (a)      have agreed on terms, this License and Marketing Agreement
                  will be extended on the terms agreed; or

         (b)      have not agreed on terms, this License and Marketing Agreement
                  will be extended for a first extension period of six (6)
                  months during which the Parties will continue to negotiate in
                  good faith to agree on terms for extension. If at the end of
                  that first extension period the Parties have not agreed on
                  terms, this License and Marketing Agreement will then be
                  extended for a second extension period of twelve (12) months.

12.3     Damages on Expiration or Termination Other Than For Cause. If this
         Licensing and Marketing Agreement is terminated in accordance with its
         terms, neither Party will be liable to the other for damages of any
         kind under this Licensing and Marketing Agreement upon its termination
         arising out of the fact of termination itself (except if the Licensing
         and Marketing Agreement has been wrongfully terminated). Each Party
         waives any right it may have to receive any compensation or reparations
         under the law of any jurisdiction in the event of such termination. For
         the avoidance of doubt, nothing in this Article 12.3 prevents a Party
         from claiming damages or seeking any other remedy available to that
         Party in relation to the breach or event that gave rise to the right to
         terminate this Licensing and Marketing Agreement in accordance with its
         terms.

12.4     Specific Performance; Injunctive Relief. The Parties acknowledge and
         agree that any breach of either of the Parties' obligations regarding
         Intellectual Property Rights, trademarks, service marks or trade names
         and/or confidentiality would cause or threaten to cause irreparable
         harm and significant injury which would be difficult to ascertain and
         which could not be remedied by the payment of damages alone.
         Accordingly, NTN and BUZZTIME agree that in the event of any such
         breach or threatened breach, the non-breaching Party will be entitled
         to seek preliminary and permanent injunctive relief and other equitable
         relief in addition to its other available legal remedies.



                                      -22-
<PAGE>   23

12.5     Termination for Cause. This Agreement may be terminated immediately
         under any of the following conditions:

         (a)      By either party if the other party shall be declared insolvent
                  or bankrupt;

         (b)      By either party if a petition is filed in any court to declare
                  the other party bankrupt or for a reorganization under Title
                  11, U.S. Code or any similar federal or state law for the
                  relief of debtors and such petition is not dismissed in ninety
                  (90) days or if any receiver, trustee, assignee, liquidator or
                  other similar official under any such law is appointed for the
                  other party;

         (c)      By either party if the other party does not pay, in full, any
                  payments due the first party within one-hundred fifty (150)
                  days from the date that such payments are due (the running of
                  such limitations period to be suspended during the procedure
                  under Article 14.1 and during the pendency of any litigation
                  or arbitration); or

         (d)      By either party if the other party otherwise materially
                  breaches the terms of this Agreement (except as regards
                  matters covered by the preceding clause (c)), and such breach
                  is not cured within ninety (90) days after written notice of
                  such breach is given by the aggrieved party (the running of
                  such limitations period to be suspended during the procedure
                  under Article 14.1 and during the pendency of any litigation
                  or arbitration).

12.6     Effect of Termination. If this Agreement is terminated other than as a
         result of a material breach of this Agreement, the Parties agree to
         cooperate in order to effect an orderly winding up and termination of
         their relationship.

                           ARTICLE 13: MISCELLANEOUS

13.1     Assignment. Except as otherwise provided in this Licensing and
         Marketing Agreement, no Party may assign or transfer any of its rights
         or obligations under this Licensing and Marketing Agreement, in whole
         or in part, without the written consent of the other Party, except (i)
         in connection with the sale of all or substantially all of its assets;
         (ii) to the surviving entity in a merger or consolidation; (iii) to an
         Affiliate; or (iv) to satisfy a regulatory requirement imposed upon a
         Party by a governmental body with appropriate authority; provided,
         however, that NTN shall provide BUZZTIME with prior notice of any
         proposed assignment of this Licensing and Marketing Agreement and in
         the event the proposed assignee is a direct competitor of BUZZTIME,
         including assignees pursuant to (i), (ii), or (iii) above, NTN must
         obtain BUZZTIME's prior consent to such assignment which consent shall
         not be unreasonably withheld.

13.2     Notices. Any notice, direction or other instrument required or
         permitted to be given or made hereunder will be in writing and will be
         sufficiently given or made if delivered in person to the address set
         forth below or if telecopied or sent by other means of recorded
         electronic communication confirmed by delivery as soon as practicable
         or if dispatched, fees prepaid, by overnight courier.



                                      -23-
<PAGE>   24

         Notices to NTN will be addressed as follows:

         NTN Communications, Inc.
         5966 La Place Court
         Carlsbad, CA 92008
         Attention: Chief Executive Officer
         Fax: (760) 930-1187

         with a copy to:
         Legal Department
         NTN Communications, Inc.
         5966 La Place Court
         Carlsbad, CA 92008
         Fax: (760) 929-5293

         Notices to BUZZTIME will be addressed as follows:

         BUZZTIME, Inc.
         5966 La Place Court
         Carlsbad, CA 92008
         Attention: President
         Fax: (760) 930-1187

         with a copy to:
         Legal Department
         BUZZTIME, Inc.
         5966 La Place Court
         Carlsbad, CA 92008
         Fax: (760) 929-5293

         Any notice, direction or other communication so given or made will be
         deemed to have been given or made and to have been received on the day
         of delivery, if delivered, or on the day of sending if sent by
         telecopier or other means of recorded electronic communications
         (provided such day of delivery or sending is a business day and, if
         not, then on the first business day thereafter). Either Party hereto
         may change its address for notice to the other Party by notice given in
         the manner aforesaid.

13.3     Governing Law. This Licensing and Marketing Agreement and the rights
         and liabilities of the Parties hereunder, shall be governed and
         construed in accordance with the laws of the State of California,
         without reference to any conflicts of law provisions and each of the
         Parties hereto hereby irrevocably submits for all purposes in
         connection with this Licensing and Marketing Agreement to the exclusive
         jurisdiction of the courts of the State of California.



                                      -24-
<PAGE>   25

13.4     Captions. Captions contained in this Licensing and Marketing Agreement
         are inserted only as a matter of convenience and in no way define,
         limit, extend or describe the scope of this Licensing and Marketing
         Agreement or the intent of any provision hereof.

13.5     Public Announcements. No Party shall be entitled to make or permit or
         authorize the making of any press release or other public statement or
         disclosure concerning this Licensing and Marketing Agreement without
         the prior written consent of the other Party except as otherwise may be
         required by law or the rules of any regulatory authority or stock
         exchange relevant to that Party or its Affiliates and upon the advice
         of such Party's legal counsel (but each Party will limit any such
         required disclosure as far as possible).

13.6     Construction. References in this Licensing and Marketing Agreement to a
         statute or statutory instrument include a statute or statutory
         instrument amending, consolidating or replacing them, and reference to
         a statute include statutory instruments and regulations made pursuant
         to it. Whenever the context may require, any pronouns used herein shall
         include the corresponding masculine, feminine or neuter forms, and the
         singular form of nouns and pronouns shall include the plural and vice
         versa. This Licensing and Marketing Agreement has been negotiated by
         the Parties hereto, each of which has been independently represented by
         counsel and shall be interpreted in accordance with its terms without
         any strict construction for or against any Party.

13.7     Counterparts. This Licensing and Marketing Agreement may be signed in
         counterparts that together will be deemed to constitute one valid and
         binding document with effect from the date the last of the counterpart
         copies is signed and returned in accordance with the delivery
         provisions set forth in Article 13.2 and delivery of the counterparts
         may be effected by means of facsimile transmission.

13.8     Compliance with Law. Each Party agrees to comply with all applicable
         laws, rules, and regulations in connection with its activities under
         this Licensing and Marketing Agreement, including but not limited to
         complying with all laws, rules, and regulations applicable to
         advertising and other promotional content.

13.9     Force Majeure. Notwithstanding any other provision in this Licensing
         and Marketing Agreement to the contrary, no Party will have any
         liability to the other Parties with respect to its failure to perform
         its obligations under this Licensing and Marketing Agreement, except
         for the payment of amounts due, if such failure is due to force
         majeure, including, without limitation, any of the following events:
         (i) the failure of any equipment or software under the control of a
         person, firm or entity (other than an Affiliate); (ii) fire, flood,
         earthquake, labor dispute, law or government regulation; or (iii) any
         other cause beyond the reasonable control of such Party. In any such
         case, the Parties' time for performance under this Licensing and
         Marketing Agreement and the term hereof, to the extent affected by any
         of the foregoing, will be correspondingly extended.

13.10    Survival. The following Articles of this Licensing and Marketing
         Agreement will survive its termination or expiration: Article 8
         (Confidentiality), Article 9 (Ownership



                                      -25-
<PAGE>   26

         and Proprietary Rights), Article 10.3 (Exclusion on Liability), Article
         11 (Indemnities; Consequential Damages), Article 12.6 (Effect of
         Termination), and Article 13 (Miscellaneous).

13.11    Waivers; Reservation of Rights and Remedies. No course of dealing
         between the Parties will operate as a waiver of the Parties' rights
         under this Licensing and Marketing Agreement. No delay or omission on
         the part of a Party in exercising any right under this Licensing and
         Marketing Agreement will operate as a waiver of such right or any other
         right hereunder. No waiver will be binding unless it is in writing and
         signed by an authorized signatory of the waiving Party. A waiver by a
         Party in any instance of any of the terms or conditions of this
         Licensing and Marketing Agreement or of any breach of this Licensing
         and Marketing Agreement will not constitute a waiver of such terms or
         conditions in the future or a waiver of any subsequent breach hereof.
         All remedies, rights, undertakings, obligations and agreements
         hereunder will be cumulative, and none of them will be in limitation of
         any other remedy, right, undertaking, obligation or agreement of a
         Party.

13.12    Severability. In case any one or more of the terms contained in this
         Licensing and Marketing Agreement is found to be invalid, illegal or
         unenforceable in any respect, the validity, legality and enforceability
         of the remaining terms will not in any way be affected or impaired
         thereby. The Parties will endeavor in good faith negotiations to
         replace the invalid, illegal or unenforceable terms with valid terms
         the economic effect of which comes as close as possible to that of the
         invalid, illegal or unenforceable terms.

13.13    Entire Agreement; Modifications. This Licensing and Marketing Agreement
         contains the entire understanding of the Parties relating to the
         subject matter hereof and supersedes all prior agreements, whether oral
         or written, regarding such subject matter. This Licensing and Marketing
         Agreement may only be modified by a writing executed by both Parties.

                         ARTICLE 14: DISPUTE RESOLUTION

14.1     Dispute Resolution. If a dispute arises between the Parties out of or
         under or in relation to the subject matter of this Licensing and
         Marketing Agreement ("DISPUTE"), a Party may not commence any court or
         arbitration proceedings relating to that Dispute (except as provided in
         Article 12.4 if applicable) unless it has first complied with the
         procedure set out in paragraphs (a) to (g) below:

         (a)      a Party claiming that a Dispute has arisen must give written
                  notice ("NOTICE") to the other Party specifying the nature of
                  the Dispute;

         (b)      each Party receiving the Notice shall respond in writing to
                  the Notice indicating its views on the Dispute and whether it
                  accepts or rejects part or all of the claims contained in the
                  Notice and its reasons for doing so (the "RESPONSE"). The
                  Response may include a without prejudice offer of settlement
                  and shall be served on the Party issuing the Notice and all
                  other Parties to the Dispute within 14 days of service of the
                  Notice unless the Dispute is resolved prior to that date;



                                      -26-
<PAGE>   27

         (c)      if the Dispute has not been resolved within 21 days of service
                  of the Notice then the Parties shall refer the Dispute to the
                  chief executive officer of each Party who shall meet promptly
                  and endeavor to resolve the Dispute;

         (d)      if the Dispute has not been resolved within 28 days of service
                  of the Notice then the Dispute shall be referred to mediation
                  by notice in writing by one Party to the other Parties (the
                  "MEDIATION NOTICE"), such mediation to be conducted in
                  accordance with the provisions of paragraph (e);

         (e)      the Parties shall agree within 7 days of service of the
                  Mediation Notice on the identity of the mediator and the terms
                  of his or her appointment and the rules and procedures to be
                  adopted for the mediation;

         (f)      the mediation will be commenced within thirty (30) days of
                  appointment of the mediator;

         (g)      the Parties acknowledge that the purpose of any exchange of
                  information or documents or the making of any offer of
                  settlement pursuant to paragraphs (b) to (e) above is to
                  attempt to settle the Dispute between the Parties and is not
                  to be used for any purpose other than attempting to resolve
                  the Dispute, and in particular, shall not, unless both/all
                  Parties consent, be admissible in any court or arbitration
                  proceedings; and

         (h)      this Article 14.1 shall not apply where a Party seeks
                  interlocutory or injunctive relief.

         IN WITNESS WHEREOF, the undersigned have each executed or caused this
Licensing and Marketing Agreement to be executed as of the date and year first
above written.

NTN COMMUNICATIONS, INC., a Delaware corporation


By:      /s/ Stanley B. Kinsey
    --------------------------------------------
         Stanley B. Kinsey
         Chief Executive Officer


BUZZTIME, INC., a Delaware corporation


By:      /s/ V. Tyrone Lam
    --------------------------------------------
         V. Tyrone Lam
         President




                                      -27-
<PAGE>   28

                                   SCHEDULE A

                               CROSS-LICENSING OF

                              BUZZTIME TECHNOLOGIES

                              AND NTN TECHNOLOGIES











                                      -28-
<PAGE>   29

                                   SCHEDULE B

                           STANDARD NTN CONTENT FORMAT



To be provided.







                                      -29-
<PAGE>   30

                                   SCHEDULE C

                    BUZZTIME INTELLECTUAL PROPERTY GUIDELINES


NTN shall only display or use the BUZZTIME Marks in the form and manner as
specifically approved by BUZZTIME in writing. NTN shall cause to be irremovably
and legibly printed or affixed in a clearly visible location approved by
BUZZTIME the following:

i)       Trademark notices as directed and specified by BUZZTIME, including a
         legend indicating that the BUZZTIME Marks are trademarks of BUZZTIME,
         Inc. and are being used under license from BUZZTIME;

ii)      Copyright notices as directed by BUZZTIME; and

iii)     All other notices reasonably required by BUZZTIME to protect the
         interests of BUZZTIME.

NTN will not use any trademark or copyright notices in connection with the
BUZZTIME Marks that conflict with, negate or cause confusion with any notices
required herein. NTN will not use the BUZZTIME Marks on any business sign,
business card, invoice, sales sheet, brochure, catalogue or other form, or as
part of NTN's business except as authorized by BUZZTIME in writing prior to any
such usage.




                                      -30-
<PAGE>   31

                                   SCHEDULE D

                               BUZZTIME CONTENT(1)

                              At December 31, 1999


<TABLE>
<CAPTION>
TRIVIA GAME SHOW LIBRARY                INTERACTIVE PLAY-ALONG SPORTS GAMES
------------------------                -----------------------------------
<S>                                     <C>
PREMIUM TRIVIA GAMES:                   QB1(R)
fling(TM)                               Hoops(R)
Passport(TM)                            Predict the Play(TM)applications
Playback(TM)                            Brackets(TM)
Showdown(R)                             Football Challenge(TM)
SportsIQ(TM)                            Survivor(TM)
SportsTriviaChallenge(R)                Uppercut(R)
Spotlight(TM)
Glory Daze(TM)

TRIVIA GAMES:                           INTERACTIVE POLLING APPLICATIONS:
BrainBuster(R)                          Awards Shows
Countdown(R)                            Play-Along Game Shows (Paranoia, Decades)
Topix(TM)                               Viewer Polling
Wipeout(TM)                             Ad Polls (viewers voting for favorite ads)
Nightside(R)
SportsTrivia(R)
Retroactive(TM)
Football Weekend Roundup(TM)            DATA FEEDS:
Abused News(R)                          Sports Data Feeds
Appeteasers(TM)                         News Data Feeds
Jukebox(TM)                             Business Data Feeds
Triviaoke(R)
Undercover(R)
Viewer's Revue(R)
</TABLE>


(1)      Includes all formats, text, graphics, related software and applicable
         copyrights.





                                      -31-
<PAGE>   32

                                   SCHEDULE E

                      NTN INTELLECTUAL PROPERTY GUIDELINES


BUZZTIME shall only display or use the NTN Marks in the form and manner as
specifically approved by NTN in writing. BUZZTIME shall cause to be irremovably
and legibly printed or affixed in a clearly visible location approved by NTN the
following:

i)       Trademark notices as directed and specified by NTN, including a legend
         indicating that the NTN Marks are trademarks of NTN Communications,
         Inc. and are being used under license from NTN;

ii)      Copyright notices as directed by NTN; and

iii)     All other notices reasonably required by NTN to protect the interests
         of NTN.

BUZZTIME will not use any trademark or copyright notices in connection with the
NTN Marks that conflict with, negate or cause confusion with any notices
required herein. BUZZTIME will not use the NTN Marks on any business sign,
business card, invoice, sales sheet, brochure, catalogue or other form, or as
part of BUZZTIME's business except as authorized by NTN in writing prior to any
such usage.





                                      -32-