AGREEMENT


         THIS AGREEMENT is by and between, NAMCO CYBERTAINMENT, INC., ("NAMCO"),
a Delaware Corporation, and Laser Storm, Inc., a Colorado Corporation ("LSI").

1.       Definitions.
         "Premises" means the entire entertainment and amusement area leased by
NAMCO at the ----------------- located at ----------------, -------------------,
-----, ------.
         "Location" means the part of the Premises where the LSI lobby, counter,
ready-rooms and arena are located.
         "Equipment"  means  all  LSI  system  components,  products  and  arena
installed at the location in the Premises.
         "Gross Sales" all ticket sales originating from the location.
         "Adjusted  Gross  Sales" is Gross Sales less any and all sales,  use or
other taxes imposed by Federal, State and Local governments,  or any subdivision
thereof,  and less 2%  royalty  for the  Stargate  theme.  The  royalty  will be
calculated on Gross Sales before any reduction.

2.  Premises.  The premises  consists of  ---------  square feet of the Premises
designated for the Laser Storm arena,  ---------  square feet designated for the
lobby,  counter and ready-rooms.  The exact square footage may vary as agreed by
the  parties.  Namco  will be  responsible  for all  rents  to the  owner of the
property.  LSI has no property  interest in the subject property or the Premises
nor responsibility for rents due to the owner of the property.

3. Build-out.  LSI will be responsible for the demolition (if any), construction
of demising walls,  sales counter and basic finish  treatments,  including paint
and carpet for the location.  The cost of build-out  will be initially  borne by
LSI. Upon completion of the build-out,  NAMCO will reimburse LIS for the cost of
the build-out up to  $40,000.00.  LSI will pay back to NAMCO,  in full,  without
interest, the build-out allowance by the end of the first year of this Agreement
(from the  commencement  date).  Any rent received over the  $50,000.00  minimum
guarantee  rent will be  attributed to the pay off of the  build-out  debt.  All
fixtures installed as part of LSI's build-out of the premises, including but not
limited to the sales counter,  carpet, all components associated with the arena,
all  support  structures  for  the  arena,  cash  registers,  office  equipment,
merchandise  and vending  machines,  shall remain the property of LSI and may be
removed by LSI at the termination of this Agreement for any extension thereof.

4.       Term.
a. The  "Commencement  Date" of the term of this Agreement  shall be December 1,
1996, but in no event shall the  Commencement  Date be later than March 1, 1997.
b. The term of this  Agreement  shall be for a period  of three  (3) full  years
beginning  with the  Commencement  Date and  ending on the last day of the month
following completio9n of the third year. So long as the adjusted gross sales are
$300,000 or more for the third year,  LSI has the option to renew this Agreement


<PAGE>


once for a three year  extension  pursuant to its terms.  If  however,  adjusted
gross  sales is less than  $300,000,  then the  option  for  three  years can be
exercised only by agreement of the parties.

5. Rent. As for the Location,  LSI will pay to NAMCO 25% for the first  $250,000
of Adjusted  Gross Sales and 35% of Adjusted  Gross Sales in excess of $250,000.
This amount has no upward  limit,  but LIS will pay a minimum of  $50,000.00  in
rent for each of the first three years of this  Agreement.  In the first year of
the  agreement,  any rent  paid over the  $50,000.00  minimum  will be  credited
against  the  build-out  allowance  owed  to  NAMCO,  as  provided  for in  this
Agreement. For example, of the cost of building out the space is $37,000 and LSI
pays $70,000 in rent, pursuant to this paragraph, then LSI will owe NAMCO at the
end of the  first  year  $17,000.00  to pay  in-full  the  build-out  allowance.
Payments  will be by the 15th of each month,  the amount  based on the  previous
months Adjusted Gross Sales.

6. Advertising  Budget.  Advertising after the first twelve (12) months from the
commencement  date, LSI will rebate to NAMCO 25% of any funds not expended under
the advertising and marketing line item budget  projection of ten (10)% of gross
sales.

7.       Reporting of Adjusted Gross Sales.
a. On or before the 15th day following the end of each month, LSI shall submit a
written  statement  showing  accurately and in detail the amount of the Adjusted
Gross Sales during the preceding  monthly period. b. LSI agrees to keep at LSI's
principal  office  accurate  and  adequate  books and  records  using  generally
accepted accounting principles to record and report Adjusted Gross sales of LSI.

8.       Equipment.  LSI will install a  48 player system  and a Stargate themed
arena.

9.       LSI Covenants and Agrees to:
a.       Operate the Premises as a themed interactive laser tag game
b.       Operate the Premises during the normal business hours as determined by
NAMCO.
c. Be solely responsible for the operation of the Location and Equipment;  shall
provide  management and other  personnel at its sole cost and expense;  keep the
Equipment and location in good condition and good working order. c. Promptly pay
all personal property taxes and similar assessments  attributable  thereto;  all
sales, gross receipts,  or other taxes assessed on the Adjusted Gross Sales; and
necessary licenses and fees to operate the Location and/or Equipment. LSI agrees
to hold NAMCO harmless from any loss, damage, cost or expense for failure to pay
such taxes and other expenses.  e. Obtain and keep in full force during the term
a broad form of comprehensive  general  liability  insurance with respect to the
operation of the location and Equipment  thereon.  The  coverages  shall include
activities  and operation  conducted by the LSI and any other person  performing
work on behalf of LSI. The minimum  limits of liabi8lity  shall not be less than
One  Million  Dollars  ($1,000,000)  for each  occurrence  of bodily  injury and
property  damage  or such  higher  limits  as may be  reasonably  necessary.  In


<PAGE>



addition,  LSI shall maintain worker's  compensation  insurance for all of LSI's
employees  working  on  the  location  in  amounts  sufficient  to  comply  with
applicable laws and regulation. To the extent LSI is to provide insurance, NAMCO
shall be named as an additional insured.



10.      NAMCO Covenants and Agrees to:

a. Continue to operate the Premises and provide entertainment  facilities to the
public as long as NAMCO holds a lease on the Premises.
b. Pay all  property  taxes and similar  assessments  on the  Premises and shall
indemnify  and hold LSI  harmless  from any loss,  damage,  cost or expense  for
failure to pay such taxes and other assessments.
c.  Provide,  at its  sole  cost  and  expense,  heating  and air  conditioning,
electricity,  water and utilities  necessary to operate Premises,  and sprinkler
system as required by law or ordinance.
d. Provide  floor plans of the Premises and  Location.  From this floor plan LSI
will prepare a construction plan and build the Location.

11. Indemnification. LSI shall indemnify and hold NAMCO harmless for all losses,
claims,  demands,  damages,  liability or expenses  resulting from any injury or
death of any person or any loss or damage to any property caused by or resulting
from  any  acts  or  omissions  of any  officer,  employee,  agent,  contractor,
licensee,  guest,  invitee,  or visitor of LSI in or about the  Location.  NAMCO
shall indemnify and hold LSI harmless from all losses, claims, demands, damages,
liability  or expenses  resulting  from any injury or death of any person or any
loss or damage or any property caused by or resulting from any acts or omissions
of any officer,  employee,  agent,  contractor,  licensee,  guest,  invitee,  or
visitor of Namco in or about the Premises.

12.      Damages.
a. In the event that the location is partially  damaged  during the Term by fire
or other  casualty,  then NAMCO shall proceed to repair such damages and restore
the facility to substantially  the same condition at the time of such damage. If
the Location is closed, then the monies due as shall be abated,  pro-rata,  from
the date of the damage until the facility has been  restore.  If the Location is
open,  then the monies due as rent as shall be  reduced  proportionately  to the
loss of the average daily  adjusted  gross sales for that year of the agreement,
the  deadline  for such  repayment  will be  extended  by the number of days the
location  is damaged  regardless  of whether  or not the  location  is closed or
remains  open.  b. In the event that the  Location is  substantially  damaged or
destroyed by fire or other casualty,  then all rents and build-out allowance (if
in the first  year)  will be abated  and LIS  shall not open for  business.  The
Agreement shall stay in full force and effect and LSI shall re-open for business
when the facility has been restore or rebuilt. NAMCO may elect not to rebuild or
restore the facility and terminate this Agreement by giving notice to LSI within
a reasonable time.

13. Failure,  Stoppage or Interruption of Service. Any failure by NAMCO, for any
reason whatsoever,  to open, or keep open, the Location for business, or provide
the utilities  and services  as stated herein, shall be deemed a default of this


<PAGE>


Agreement  and all  monies  due  shall be  abated  until  the  Premises/Location
re-opens for business or said services have been restored.

14.  Default.  Any one of the  following  shall be  deemed  to be an  "Event  of
Default"" a.  Failure on the part of LSI to make payment of any monetary  amount
due under this Agreement  within (10) days after NAMCO has sent to LIS notice of
such default.  b. Failure on the part of LSI to open for  business,  except as a
result of  unavoidable  casualty;  failure to  perform  any other  covenants  or
agreements  under this  Agreement;  or abandonment of the location.  NAMCO shall
give LSI written  notice of such breach of this Agreement and LSI shall have ten
(30)  days to cure any such  breach,  which,  if not  cured,  shall be  deemed a
default  by LSI.  c.  Failure  on the part of NAMCO  to open  the  Premises  for
business or provide to LSI  utilities  and  services as  specified  in Section 9
except as the result of  unavoidable  casualty;  or failure to perform any other
covenants  or  agreements  under this  Agreement.  LSI shall give NAMCO  written
notice of such  breach of this  Agreement  and NAMCO shall have ten (30) days to
cure any such breach, which if not cured, shall be deemed a default by NAMCO. d.
Should  any Event of  Default  by NAMCO  occur,  then LSI,  in  addition  to any
remedies under applicable statues or law, shall have the right to terminate this
Agreement  by giving 30 days  written  notice  to NAMCO  and  shall  remove  its
Equipment, fixtures and personal property and immediately vacate the Location.

15.  Assignment.  LSI shall have the right to assign or transfer this  Agreement
upon the consent of NAMCO, which shall not be unreasonably withheld, in relation
to LSI's  merger  or  consolidation  with a  Parent,  subsidiary  or  affiliated
corporation.  Any such  assignment or transfer  shall not relieve LSI as primary
obligor from its obligations hereunder.

16.      Miscellaneous.
a. The parties shall not violate any laws,  ordinance,  notices,  orders, rules,
regulations or requirements promulgated by any governmental authority in its use
of the Location.  b. NAMCO and LSI shall cooperate in their respected operations
to maximize and insure the  operations of the other.  Without  limitation,  such
cooperation shall include joint personnel training  sessions,  joint operational
meetings, joint advertising,  and cross-use of NAMCO and LSI facilities.  c. LSI
shall participate with NAMCO in promotional  activities,  group sales,  birthday
parties and other events to  customers,  providing  free  coupons or  discounted
tokens.

Notice.
Whenever by the terms of this Agreement  notice,  demand or other  communication
shall or may be given  either to NAMCO or to LSI,  the same  shall be in writing
and shall be sent by  registered  or  certified  mail,  or shall be delivered by
private  express  carrier.  All such notices shall be effective  upon  delivery,
attempted  delivery  or refusal,  whichever  shall first occur at the address to
which the same were sent. The terms of this agreement will be subordinate to the
existing ANMCO lease in this location.


<PAGE>



LASER STORM, INC.,                             NAMCO CYBERTAINMENT, INC.,
a Colorado Corporation                         a Delaware Corporation


By:                                            By:
   ------------------------                       ---------------------------
Its:                                           Its:
   ------------------------                        --------------------------
Date:                                          Date:


<PAGE>


                                    AMENDMENT

This agreement  hereby amends the previously  executed  Letter of  Understanding
dated May 31, 1996 and six  subsequent  location  Agreements  dated  October 21,
1996,  together known as "Agreements",  by and between Laser Storm, Inc. ("LSI")
and Namco Cybertainment, Inc. ("NAMCO").

1.  Definitions.
                    "Premises"  shall be amended by the attachment  made hereto.
                    This attachment amends the pending  Agreements dated October
                    21, 1996 as referenced above.

4.  Term.
         Commencement Date.  Commencement date  is hereby  amended  to  no later
                    than August 1, 1997 unless otherwise agreed by both parties.

8.                  Equipment.  LSI will install its laser tag game equipment as
                    is  appropriate  for the size of each  location's  allocated
                    space. LSI will provide no less than one (1) player unit per
                    100 square feet of arena playing  area.  LSI will provide an
                    appropriate  theme  for each  location  and will be at LSI's
                    sole discretion.


This Amendment, where amended, supersedes all previously executed Agreements as
indicated  above.  All other portions of the Agreements  remain unchanged unless
further agreed to in writing by both LSI and NAMCO.


Accepted:

Laser Storm, Inc.,                                   Namco Cybertainment, Inc.,
A Colorado Corporation                               a Delaware Corporation


By:                                                  By:                      
   -----------------------                              ------------------------

Its:                                                 Its:
    ----------------------                               -----------------------

Date:                                                Date:
    ----------------------                               -----------------------