LASER STORM, INC.
                      7700 Cherry Creek South Drive, Unit 1
                             Denver, Colorado 80231
                                 (303) 751-8545
                                 USER AGREEMENT
                          GENERAL TERMS AND CONDITIONS

     1.  Contract.  This  Contract  of Use  ("Contract"  or  "User  Agreement"),
consisting of these General Terms and Conditions,  the  Acknowledgment,  and any
Schedule attached hereto, is between Laser Storm, Inc., ("Company") and Harrah's
Vicksburg  Corporation  ("User" or "Harrah's))  agreeing to use from the Company
the  Laser   Storm(R)   Components   covered  by  this  Users   Agreement   (the
"Components"). 1.a. Harrah's has designated The Planet Kidz, Inc. ("Manager") as
the  representative of User for purposes of administering the Agreement.  Unless
otherwise  notified by Harrah's or unless otherwise stated herein,  Company will
deal with Manager for all contract administration purposes. Harrah's retains the
right, upon notice to Company, to exercise any rights or remedies under the User
Agreement  on behalf of Harrah's  Vicksburg  Corporation  and also to  designate
another entity as Manager.

     2. Per Use Price & Reporting.  The Company  agrees to allow the User to use
and User agrees to use the  Components  and  Licenses  set forth in the attached
Schedules,  which are  incorporated  herein.  It is agreed that the Company will
receive 50% of the gross revenues as defined  herein,  from the use of the Laser
Storm(R)  Components;  Manager will receive  25%;  User will receive 25%.  Gross
revenues  shall be defined as the price paid by the customer  less any sales/use
taxes or other taxes  charged  against the price paid by the  customer.  Manager
shall be  responsible  to collect and pay all  applicable  sales  taxes.  Use is
computed  by  using  tally  counters  on the  Energy  Pods.  Each  time a player
activates  his or her phaser to start a game,  the counters  increase by one and
the per play  price is  accrued.  Payments  shall be paid in  arrears in monthly
installments  based  upon the  number of player  activations,  adjusted  for any
discounts  or price  increases,  utilized in the  previous  month of  operation.
Manager must complete the player activation worksheet,  and submit the worksheet
and the monthly payment so that the Company receives both by the 5th day of each
month.  The Per Use fee is based on 50% of the price per game.  If the price per
game is increased  the Per Use price shall be increased  proportionately  on the
first month following the price increase.
          2a.  Pricing.  Standard price per play shall be a maximum of $5.00 per
play per person.  Maximum price may be adjusted from time to time as agreed upon
between User,  Company and Manager.  Special  events,  promotions  and guest and
employee  discounts  shall be determined at the  discretion of User and Manager.
Company recommends that the minimum amount charged per play shall not fall below
$2.50 per play. Reporting shall be provided in detail to Company by Manager on a
bi-monthly  basis  with  payments  of revenue at least  monthly.  Reports  shall
consist of a standard detailed document showing all ticket sales, both gross and
net of taxes,  number of free  plays  and  amount  charged  for each  play.  Any
discounts,  refunds,  coupons and/or  specials shall also be detailed in a sales
report for each reporting  period.  Merchandise  sales shall be reported in like
manner.  Manager  shall also  provide a quarterly  and annual  sales  summary to
Company.
          2b. Equipment Audit. Company reserves the right to require the Manager
to send in its existing Energy Pods in exchange for replacement Energy Pods, for
the express purpose of auditing the Energy Pod counters,  "Equipment  Audit". In
the event of any discrepancy,  User shall pay to the Company any amounts due and
owing as of this  Equipment  Audit date plus a 10% penalty based upon the actual
number of player  activations.  Manager  shall keep a log of all non-play  usage
such as error restarts, employee training, testing or no-charge promotional use.
Each entry in the log must be approved  by Manager in order to be deducted  from
actual number of player authorizations.  The average number of free plays should
not exceed 5% of the total monthly usage.  Upon Equipment  Audit, any additional
amounts due shall be paid within 30 days of said audit.

Company        User                    1
       ----        -----
<PAGE>

          2c. Financial Audit.  Manager shall keep accurate and complete records
in accordance with the accounting standards and procedures presently utilized by
Manager so that all receipts  from the sale of tickets,  together with the sales
of merchandise on a daily basis by Company.  Company shall have the right at any
reasonable time to inspect any such record of Manager, including but not limited
to  all  checks,  bills,   vouchers,   invoices,   statements,   cash  receipts,
correspondence,  and all other records in connection  with the management of the
laser tag facility. Company shall further have the right to cause an audit to be
made of all account books and records connected with the management of the laser
tag  facility  on an annual  basis,  fees for which  will be  equally  shared by
Manager and Company. In the event of an audit, should a discrepancy of more than
2% be  found,  the cost of said  audit  will be borne by  Manager.  The  Company
reserves the right to terminate  the  Agreement  if the  additional  amounts due
(pursuant  to audit) are not paid on the  specified  dates due. If  User/Manager
does not comply with the Service Procedures stated herein,  Company reserves the
right to terminate the Agreement upon 30 days prior written notice with right to
cure during such period.  Should there be no cure,  Company may cease components
service,  hold all existing components of User, and pursue collection,  pursuant
to paragraph 12 of the User  Agreement.  If User returns  components  which have
damage  beyond  normal  operational  wear,  Company will send written  notice to
Manager  noting such damage,  pursuant to  paragraph  10 of the User  Agreement.
Company  reserves  the right to refuse  refurbishment  of any  component  deemed
abused.

     3. Equipment. Company warrants that the Laser Storm Components (Components)
are safe and will not  cause  injury  if used  according  to  Company's  written
instructions.  Company  will  provide  instructions  to  Manager  to be given to
customers as to proper use. Manager shall train and properly supervise customers
as to the  proper  treatment  of  equipment  to avoid any  unnecessary  abuse or
misuse. Components supplied to User are described in Schedule A.

     4.  Delivery.  Delivery  shall  be made in  accordance  with  the  attached
Schedule A. Shipment shall be by any reasonable means chosen by the Company, and
approved by the User.  The Company  shall notify User of the  shipment  date and
method  of  shipment.  The  Company  shall not be  responsible  for any delay or
failure of delivery resulting from any act of God, labor dispute,  fire or other
casualty, international or domestic conflict, difficulty in obtaining materials,
labor or  transportation,  energy shortage,  delay in shipment by the Company 's
suppliers,  or any other  cause  beyond  Company's  reasonable  control.  User's
request for  delivery of  components  in less than 60 days will be  considered a
rush order.  Upon such request,  User agrees to pay all reasonable  rush charges
incurred on each order.

     5.  Installation  and Site  Requirements.  The User  agrees to prepare  and
maintain  the   installation   site  of  the   Components  in  accordance   with
mutually-agreed-upon   specifications   as   enumerated   in  Schedule  B.  Said
specifications,  installation  date,  and  location  are detailed in Schedule B,
attached hereto and incorporated herein. The Company's authorized representative
will install the Laser  Storm(R)  Components in a professional  and  workmanlike
manner with as little disruption to the User's business as possible.

     6. Change  Orders.  User  shall  have the  right to make additions (but not
deletions) to Schedule
A.
          6a.  The  User   understands  the  Laser  Storm   Components  will  be
manufactured  pursuant to User's  configuration as detailed in Schedules A and B
and under no circumstances  may the User exclude any component listed therein or
decrease the size of the original order.
          6b. Scheduled delivery and installation of the Components is specified
in Schedule A. Pursuant to paragraph 5 above and Schedule B, the User agrees the
installation  site for the Components will be prepared and the  requirements met
in advance of said  scheduled  delivery  date as agreed upon between the Company
and the User. In the event scheduled  delivery date is postponed by the User for
any reason,  including  nonpayment of any payment due or pursuant to Schedule A,
the User agrees to pay the Company an  installation  delay charge of $200.00 per
month.  Said  installation  delay charge shall be paid by the User  beginning 30
days  after the  original  installation  date as  specified  in  Schedule  A and


Company        User                    2
       ----        -----
<PAGE>


continuing on the monthly anniversary date of the scheduled delivery date, until
all installation  delay charges are paid in full. Said Installation delay charge
shall not be  prorated  and shall be paid in full prior to  rescheduling  of the
delivery and  installation by the Company.  Rescheduling  shall be solely at the
discretion of the Company.
          6c.  The  User  agrees  that  any  changes  to the  installation  site
specifications and requirements (pursuant to Schedule A) must be provided to the
Company  not less than  forty-five  (45)  days  prior to the  installation  date
specified  in  Schedule  B.  The  User  further  agrees  that in the  event  the
installation  site  is  not  prepared  to  specifications  upon  arrival  of the
Company's  installation  personnel,  the Company  shall remove its personnel and
Components until such time as the installation  site is properly  prepared as is
mutually  agreeable  between  the User and  Company and the User agrees to pay a
delivery  cancellation charge of $200.00 per occurrence.  Upon the User's notice
to the Company that the site  specifications and requirements have been met, and
upon payment of any  installation  delay charges as set forth in paragraph  6.b.
above,  and upon  payment of a delivery  cancellation  charge of  $1,000.00  per
occurrence,  the Company shall reschedule the installation of the Laser Storm(R)
Components.

     7. Permits and Licenses.  The User shall apply for and obtain all necessary
building and other  governmental  permits and licenses  which may be required in
connection with the  installation  of the Components used hereunder.  User shall
subsequently comply with and conform to all laws,  ordinances,  and governmental
regulations relating to the use of the Components.

     8.  License for Use of Name,  Intellectual  Property,  and  Software.  User
further  acknowledges  that User is  receiving a license for the use of the name
"Laser  Storm" and any other  service  marks,  trademarks,  tradenames  or other
intellectual  property used in describing and defining said components.  User is
also receiving a license for the use of the software that operates the purchased
component.  This license shall remain the property of Company and User agrees to
abide by the License  agreement  attached  hereto as Schedule D,  including  the
agreement  concerning  the use of said property  restricted to the specific site
identified in Schedule B.

     9.  Indemnification.  Both parties understand that this agreement is a User
Agreement and Company is in no way acting to  participate  in the business being
operated by User,  whether as an owner,  shareholder,  partner,  joint  venture,
member,  franchiser, or in any other respect. User agrees that by using the name
of Laser Storm(R),  together with the software, and any other name or mark owned
by Company and permitted for use by User,  User will  indemnify and hold Company
harmless  from any claims,  suits,  actions,  or other  disputes that arise from
User's operation of its business.  This includes,  specifically,  the obligation
for user to pay for the  Company to  provide  legal  defense  and for any costs,
fees,  or  expenses  of any form  incurred  by Company as a result of any action
brought based upon the operations of User's business. This clause does not apply
to the use of the Components and use of the License rights herein.  Company will
indemnify and hold  harmless  User,  Harrah's and Manager (and their  respective
subsidiaries, affiliates, partner-owners and employees) from any damages, losses
or expenses  (including  reasonable  attorneys  fees)  arising out of any injury
resulting from a defect in the  Components,  from Company's  failure to properly
maintain  the  Components,  or from  the use of the  Components  (except  if the
Components  are not used  according to  Company's  written  instructions).  This
paragraph  prevails over any  inconsistent  provision in the User  Agreement and
will survive the termination of the User Agreement.

     10. Service  Procedures.  The Company will  maintain,  service and make any
necessary  installations or repairs in connection with the said  components,  at
its own expense.  The Company is required to keep the Laser Storm  Components in
working condition,  however the following is expressly excluded:  Plastic phaser
shells,  headsets,  or controller  housings  damaged by abuse,  carelessness  or
misuse, including but not limited to being stepped on, dropped, kicked or in any
other way abused or used for any purpose  which it is not  intended;  Connecting


Company        User                    3
       ----        -----
<PAGE>


cords which have been cut,  torn,  pinched or  otherwise  mutilated,  apart from
normal  wear  and  tear;   batteries  or  battery   chargers   which  have  been
intentionally  shorted  out or have been  handled in any way  inconsistent  with
operating instructions;  Any units which have been opened, altered,  modified or
repaired by anyone other than an authorized Laser Storm(R)  technician;  and any
other damage which is the result of abuse,  misuse, or use inconsistent with the
instructions  in the Laser Storm(R)  operations  manual  provided under separate
cover.
          10a.  In the event of a  component  failure  the User shall first call
Company's  Customer  Service  department  for  evaluation,  then, if instructed,
return the  component by overnight  mail to the Company in  accordance  with the
Service Repair instructions  outlined in Schedule C. The Company shall repair or
replace,  at the  Company's  option,  the Component at no charge to the User and
return the Component to the User via overnight  delivery to the User, subject to
parts availability.  No component which has been abused, or altered, or repaired
by other than an authorized  representative  of the Company shall be repaired at
the Company's expense. Neither Harrah's, User or Manager will be responsible for
damage to the Components  caused by normal wear and tear or by customers' use or
misuse  since it is  presumed  that  damage  caused by  customers  is covered by
Company's  warranty or  insurance.  Manager  shall train and properly  supervise
customers as to the proper treatment of equipment to avoid any unnecessary abuse
or misuse.
          10b.  User shall pay the  electricity  used in the  operation  of said
component.
          10c.  The User shall apply for an obtain all  necessary  building  and
other governmental permits and licenses which may be required in connection with
the installation of the Component used hereunder. User shall subsequently comply
with and conform to all laws, ordinances,  and governmental regulations relating
to the use of the Components.
          10d.  User/Manager  shall  use  all  best  efforts  to  take  care  of
components,  protect said  components from any vandalism or other physical abuse
that may damage  component.  All losses and damages  caused by the negligence of
User  shall be born by User.  This  shall  also be deemed to  include  stolen or
destroyed  components.  Same components  shall be paid to Company by User at the
then existing retail price of same components.
          10e.  User/Manager  shall provide to Company  written  request for the
removal  of any  unit.  To avoid  possible  conflicts  as  relates  to  existing
territorial  agreements with Company's other customers,  unit shall not be moved
without the prior written  consent of the Company which will not be unreasonably
withheld.

     11.  Professional   Management.   User  shall  contract  with  professional
management  team  capable of operating  and  promoting  Laser Storm  Components.
Manager  shall  operate  and  maintain  all  Components,  inventory,  equipment,
designated laser tag area, supplies and materials used in connection  therewith,
in a manner  calculated  to enhance  the  reputation  of the  facility  with its
customers.  Manager  agrees to use its best efforts in managing said facility in
order to provide  the  maximum  economic  return  consistent  with  professional
management standards.  Manager shall have full power and authority to manage the
facility and shall be responsible for directing its supervisors and employees as
to the manner and means of  accomplishing  the work  required  to be  performed.
Performance  criteria  on the part of  Manager  shall be  consistent  User's and
Company's  standards.  Performance  criteria is defined as properly managing and
promoting  the facility to ensure  facility  runs at its full  potential  during
normal operating hours. User/Manager shall provide a professional,  clean, safe,
and fun  environment.  Staff  shall  also be of the same  professional  caliber.
Planet Kidz, Inc. has been hereby accepted and approved by the Company as User's
designated manager.

     12.  Remedies.  That  User  will  keep the  components,  or  additional  or
replacement components, insured at component cost as noted on Schedule A for the
benefit  of  the  Company,  including  but  not  limited  to,  fire,  vandalism,
pilferage, theft, burglary, negligent breakage, and explosion.  Replacement cost
shall  be used in the  event  of a  claim.  User  shall  include  Company  as an
additional  insured as respects such component on policies of insurance covering
User's premises. Company shall include User as an additional insured as respects



Company        User                    4
       ----        -----
<PAGE>


such  component  on  policies  of  insurance  covering   components  under  this
Agreement.  Company  will  maintain  for the  term of the  Agreement  commercial
general  liability  insurance  with a limit  of not  less  than  $2,000,000  per
occurrence.  User, Harrah's and Manager shall be named as additional insureds on
this policy. Prior to installation of Components, Company will provide User with
a properly  executed  original  certificate of insurance which will evidence the
Company's general liability  insurance coverage and the certificate will provide
that the  insurance  will not be  cancelled  or lapse  except  on 30 days  prior
written notice to Harrah's Risk Management Division,  1023 Cherry Road, Memphis,
TN 38117. User shall provide Company proof of general liability insurance with a
limit of not less than $2,000,000 per  occurrence.  Company shall be named as an
additional  insured on this policy.  User shall  furnish  Company with copies of
policies  evidencing  said  insurance by the first day of  operation.  User will
provide Company with a properly executed original certificate of insurance which
will  evidence  the  Company's  general  liability  insurance  coverage  and the
certificate  will  provide  that the  insurance  will not be  cancelled or lapse
except on 30 days prior written notice to Laser Storm,  Inc.,  7700 Cherry Creek
South Drive,  Unit 1, Denver,  CO 80231.  Subject to Paragraph 9, the  Company's
liability,   whether  in  contract  or  in  tort,  arising  out  of  warranties,
representations,  instructions  or  defects  of any  nature  shall be limited to
repairing  or  replacing,  as the  Company  may  elect,  any  Components  of the
Company's manufacture which are returned,  with transportation  charges paid, to
and from the Company by the User and as to which  examination  discloses  to the
Company's  satisfaction  any defect in material or workmanship.  User shall bear
all  expenses  of  shipping  any such  part to and from the  Company's  place of
business.  Once the Company  provides the Laser Storm  Components at no up-front
cost to the User,  the Company has fulfilled  its  obligation to the User and as
such,  no default on the part of the Company can be had. Any failure on the part
of the Company to provide additional  replacement  Components cannot trigger any
breach or default  provision on the part of the  Company.  In no event shall the
Company be liable for any lost profits, compensatory incidental or consequential
damages.  User agrees to pay all costs,  including  reasonable attorney fees and
costs of  litigation,  which may be incurred  by the Company to collect  amounts
owed by the User or to enforce any other rights of the  Company.  User will have
the same rights as Company when enforcing User's rights.
          12.a. Should there be an unjustified termination  (termination without
cause) of this  Agreement  by the User,  the User  agrees to pay to the  Company
$25,000.00 for termination in months 1 through 12;  $12,500.00 months 13 through
24;  and  $5,000  months  25  through  36.  There  will be no  compensation  for
termination after the 36th month. It is agreed that this sum is not a penalty or
a  forfeiture,  but a reasonable  amount at which damages shall be liquidated in
the event of unjustified  termination by the User, and is being agreed to due to
the  difficulty in  ascertaining  damages upon breach by the User.  Court costs,
reasonable  attorney  fees,  interest and other court relief shall be awarded to
the Company upon court action for breach hereof, or other necessary court action
to enforce the terms hereof. User will have the same rights.
          12.b.  If either  party does not comply with the  Agreement,  then the
other party may give written notice of the  non-compliance  to the non-complying
party. If the  non-compliance is not cured (or prompt action is not commenced to
cure the non-compliance) within 30 days of receiving such notice, then the party
that gave the notice will have the right to  terminate  the  Agreement  upon ten
days' written notice. Written notice shall be given to each party either by fax,
overnight delivery or express mail to the address indicated on this Agreement.
          12.c.  In  addition  to  the  other  termination  provisions  of  this
Agreement,  User or Company may  terminate  the  Agreement  at any time upon six
months prior written notice to the other party.  Termination  without cause will
invoke 12.a.  above. It is further agreed this Agreement will terminate  without
penalty or damages if the Casino closes its business or if there is  substantial
damage to the Casino  causing  the Casino to be closed for a period  longer than
three months.  Company will have a period of 30 days after the termination  date
or expiration of the Agreement to remove the  Components.  If not removed within
such period of time,  User or Harrah's may remove the  Components  and may store
them or ship them to Company, as agreed by the Company, at reasonable expense to
the Company.

Company        User                    5
       ----        -----
<PAGE>

     13. Term. The term of this Agreement shall be three years from February 15,
1996, with annual renewals thereafter to be mutually agreed upon. The three-year
term of this Agreement will commence when the Components are fully installed and
are  ready  for  customer  use.  The  Components  will be  located  in the  area
designated  by  Harrah's.  Both  parties will use their best efforts to commence
this  Agreement  when the  childcare  facility at the Casino opens for business.
User may renew the  Agreement  on a year to year  basis upon  expiration  of the
three year term of this  Agreement by giving  written notice of renewal at least
30 days prior to the beginning of each one year renewal.

     14.  Binding  Nature.  This  agreement  shall be binding  upon both parties
hereto, their respective heirs, executors,  administrators,  successors, assigns
and transferees.

     15.  Ownership.  Ownership,  all  components  shall remain at all times the
property of Company, subject to use by User as herein set out. There shall be no
buy out option for components under this Agreement.

     16.  Safety  and  Environmental   Standards.   The  Company  shall  not  be
responsible  for the compliance of the Components  with any federal,  state,  or
local safety regulations or environmental standards.

     17. Miscellaneous Matters.
          17.a. It is understood that Harrah's has a 100% satisfaction guarantee
for customers.  If a customer  invokes the guarantee,  this may require that the
customer not be charged with a player  activation  or that the customer  receive
his/her money back. Manager or Harrah's will make this decision. No payment will
be due  to  Company  if a  non-charge  or  refund  occurs  because  of the  100%
guarantee.
          17.b.  All  advertising  shall  be done by User  and/or  Manager.  All
advertising copy must be reviewed and approved by Company in advance in order to
abide by contractual obligations on the part of the Company regarding royalties,
rights and  restrictions.  Company shall make every effort to respond  within 72
hours  regarding  approval or any concerns  relating to any licensing  issues or
inappropriate ad materials.
          17.c.  User  agrees  to  maintain  the  "shell"  of the laser tag area
including,  vacuuming,  carpet  cleaning,  painting and any other reasonable and
standard maintenance items requested by Manager.
          17.d.  This Agreement is subject to the Mississippi  Riverboat  Gaming
Control Act and any events, acts or requirements arising under such acts. In the
event  Company  fails  to  respond  to,  or to  cooperate  with,  a  suitability
investigation  or if  Company  or any of its  officers  or  affiliates  is found
unsuitable  under  such  Act,  then  this  Agreement  is  subject  to  immediate
termination upon notice to Company.
          17.e.  Agreement to Perform  Necessary  Acts.  Each party to this User
Agreement  agrees to perform  any  further  acts and  execute  and  deliver  any
documents  that maybe  reasonably  necessary to carry out the provisions of this
User Agreement.
          17.f.  Amendments  and Waivers.  The provisions of this User Agreement
may be waived,  altered,  amended, or repealed, in whole or in part, only on the
written  consent of all parties hereto.  Waiver of any right,  power, or duty by
any party  hereunder  shall not  operate or be  construed  as a waiver as to any
subsequent occurrence or circumstance.
          17.g. Successors and Assigns. This User Agreement,  Schedules,  and/or
Addendums shall be binding on, and shall inure to the benefit of, the parties to
it  and  their  respective  heirs,  estates,  personal  representatives,   legal
representatives, successors, and assigns.
          17.h. Validity of Agreement. It is intended that each sentence of this
User Agreement shall be viewed as separate and divisible,  and in the event that
any sentence shall be held to be invalid, the remaining sentences shall continue
to be in full force and effect.


Company        User                    1
       ----        -----
<PAGE>

          17.i.  Enforcement  Expenses.  In the  event of a breach  of this User
Agreement by either party,  the other party shall be entitled to recover any and
all collection  costs,  execution  costs,  court costs,  professional  fees, and
attorney fees incurred in seeking or obtaining said remedy.
          17.j.  Notices.  Any and all notices to be given  pursuant to or under
this  User  Agreement  shall  be sent to the  Company,  User and  Manager  as is
appropriate. Company and User's notices shall be directed to the addresses shown
below and shall be sent United States Mail,  postage prepaid.  Manager's notices
shall be directed  to the  attention  of Judy Hall c/o Planet  Kidz,  Inc.,  315
Meadowcreek Pl., Jackson, MS 39211.
          17.k.  Entirety of  Agreement.  This User  Agreement  and its attached
Schedules  and  Addendum  constitute  the entire  agreement  between the parties
pertaining  to the subject  matter  contained in it, and supersede all prior and
contemporaneous agreements,  representations,  warranties, and understandings of
the parties.  No supplement,  modification,  or amendment of this User Agreement
shall be binding unless executed in writing by all the parties hereto. No waiver
of any of the  provisions  of this  User  Agreement  shall be  deemed,  or shall
constitute a waiver of any other provision,  whether similar or not similar, nor
shall any waiver  constitute  a  continuing  waiver.  No waiver shall be binding
unless it is in writing signed by the party making the waiver.

     18.  Failure  of Terms.  The  failure  to  require a strict  compliance  or
performance  of any one or more  terms  of this  User  Agreement  on one or more
occasions shall not be deemed a waiver of that or any other term or condition on
that or any other  occasion.  Any  waiver of a right or remedy  under  this User
Agreement must be contained in a writing signed by the Company or User.

     19. Assent to Terms. The  confirmation and acceptance  embodied in this Use
Agreement is expressly  made  conditional  on User's assent to all terms written
hereof, even though such terms may add to or differ from any verbal terms.

The parties hereto,  intending to be bound,  have signed this User Agreement.

COMPANY:                                      USER:



Company        User                    6
       ----        -----
<PAGE>


LASER STORM, INC.                             HARRAH'S VICKSBURG CORPORATION


By:                      Date                 By:                     Date
   --------------------       --------           --------------------      ----
Address:                                      Address:
7700 Cherry Creek South Drive, Unit 1         1310 Mulberry Street
Denver, Colorado 80231                        Vicksburg, MS  39180
Telephone:  (303) 751-8545                    Telephone: (601) 636-3423
Facsimile:    (303) 751-8546                  Facsimile:   (601) 630-2194



THE FOLLOWING PARTS CONSTITUTES THIS TOTAL AGREEMENT:
   -----   User Agreement
   -----   Schedule A (Component Description and Delivery Dates)
   -----   Schedule B (Site Location, Installation Date, and  Installation Plan)
   -----   Schedule C (Service Procedures)
   -----   Schedule D (License and Software Specific Site Agreement)
   -----   Schedule E (Nondisclosure)




Company        User                    7
       ----        -----
<PAGE>

                                   SCHEDULE A
                  COMPONENT DESCRIPTION AND INSTALLATION DATES

LASER STORM(R) COMPONENTS:
     18       Phasers
     18       Controllers
     18       Vests with Components
     18       Battery Packs
     36       Connecting Cords
      6       Pods with bracket, connecting cables and power supplies
      1       Double sided scoreboard with power supply and mounting hardware
      1       StormTrak(TM) Scoring System (Optional)
                     Consisting of:
                     One 486SX 25 Computer,  one Color Monitor, Keyboard, Mouse,
                     Printer, & Custom Software, one Box Scorecards
ARENA:
Square foot playing area:  1000 SF +/-
Arena type:                Galaxy

                  Modular   polypropylene   Laser  Storm  Blast   Barriers  with
                  Polyethylene foam molding and nylon webbing suspension straps
                  Wall Barriers
                  Cable Grid System
                  Pod Housings - 4
                  Wildfire floods, strobes
                  Basic Lighting
                  Basic Sound
                  F-100 high capacity theatrical fog machine


LIGHTING:         Basic lighting system, includes  Robo  Scans, Police  Beacons,
                  Black Lights & Strobes

SOUND:            Professional audio system includes speakers, amplifier, mixer,
                  equalizer, CD or tape player and racks.


MISCELLANEOUS:    Vest racks


DELIVERY TERMS:  Late  January  -  Soft  Opening  scheduled  for   approximately
                 February 15, 1996


Company        User                   
       ----        -----
<PAGE>

                                   SCHEDULE B

                      SITE LOCATION, AND INSTALLATION PLAN

User:             Harrah's Vicksburg Corporation - Harrah's Vicksburg Casino

Site
Location:  Harrah's Vicksburg Casino, Vicksburg, MS  39180

Company does not have any software  licensees within a five mile radius and will
not enter into a Software  License  Agreement  with a third  party  within  that
radius.

On Site Telephone:                 601-636-3423

Off Site Telephone:                Planet Kidz, attn:  Judy Hall  601-956-2912

Site Directions/Notes:             Harrah's Casino - Vicksburg, MS - Planet Kidz

Installation Date:                 Soft opening scheduled for February 15, 1996



Company        User                  
       ----        -----
<PAGE>


                                   SCHEDULE C
                               WARRANTY PROCEDURES
                       BUILT TO BLAST WARRANTY PROCEDURES

The  calculation of Built to Blast warranty,  provided by Company  iscomputed by
using tally counters on the Energy Pods or remote access on the computer system.
Each time a player  activates  his or her phaser to start a game,  the  counters
increase  by one  and the  appropriate  charge  is  accrued.  User/Manager  must
complete the provided player activation worksheet,  and submit the worksheet and
the  monthly  payment so that the Company  receives  both by the 5th day of each
month. Player activation worksheet and instructions will be provided at the time
of installation and/or training.

The  Company  reserves  the right to audit the Energy Pod tally  counters of the
User at any time to verify  the number of player  activations  as  disclosed  by
User. Company also reserves the right to require the User to send to the Company
its  existing  Energy Pods in exchange  for  replacement  Energy  Pods,  for the
express  purpose of auditing the Energy Pod  counters.  Computer  systems can be
audited remotely. In the event of any discrepancy, tampering with the Energy Pod
counters, or circumvention of their function,  User shall pay to the Company any
amounts  due and owing as of the audit  date plus a 10%  penalty  based upon the
actual number of player  activations.  Upon audit,  any  additional  amounts due
shall be paid within fifteen (30) days of said audit. See User Agreement.

Upon use of system,  User will receive a spare  components kit valued at $180.00
for a 12 player system,  $360.00 for a 24 player system, $540.00 for a 36 player
system and $720.00 for a 48 player system.  As long as the failed Components are
returned to us once User has replaced  them from the spare  Components  kit, the
Company will  continue to replace the used-up  Components in that Kit. If failed
Components are not returned, User is responsible for replacing Components kit at
prices listed under Warranty Policies.

If User does not comply with the  Warranty  Procedures  stated  herein,  Company
reserves the right to cure in accoradance  with paragraphs 10 and 12 of the User
Agreement

If User returns equipment which has been damaged beyond normal operational wear,
Company will send written notice to User noting such damage.


Company        User            
       ----        -----
<PAGE>

                                   SCHEDULE D
                  LICENSE AND SOFTWARE SPECIFIC SITE AGREEMENT

NOTE:  Please  read  this  license  agreement  carefully  as it  places  certain
limitations on User's ability to use the software,  trademarks, trade names, and
other  intellectual  property that will be included  with User's Laser  Storm(R)
components and which may be required for the operation of User's system.

     This Schedule D shall expressly modify the User's Agreement entered into on
this    ___________    day    of    _______,     199___,    by    and    between
_______________________________   (User)  and  Laser  Storm,  Inc.,  a  Colorado
corporation, (hereinafter Company).
     WHEREAS,  User has executed an agreement to purchase  from Company  certain
Laser Storm(R) System Components described in that contract;
     WHEREAS,  said sale  includes  the  provision  of a License to use  certain
software,  tradenames,  trademarks  and other  intellectual  property that shall
remain the property of Company;
     WHEREAS,  said sale includes  restrictions and burdens as well as benefits,
and User  understands  that the same is  anticipated  and  agreed to within  the
purchase  price for the Laser Storm(R)  System  Components and that if User were
not willing to agree to the terms of this  license,  the purchase  price for the
accompanying  Components would be substantially  greater than that negotiated by
these parties.
     NOW  THEREFORE,  in  consideration  of the  mutual  terms,  conditions  and
covenants hereinafter set forth, the parties hereto agree as follows:

1.  License  For  Use  of  Software.  Company  hereby  provides  User  with  the
non-exclusive  right  to use  the  software  that  has  been  developed  for the
operation of the Laser Storm(R) System. USER MAY NOT USE, COPY, MODIFY, UPGRADE,
SERVICE, ALTER, OR TRANSFER THIS SOFTWARE OR ITS CORRESPONDING DOCUMENTATION AND
MANUALS EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. In addition,  subject to
the terms and conditions  contained herein,  Company hereby provides User with a
license to utilize the name "Laser Storm(R)i.

2. Terms of License.  This license is effective in perpetuity provided that User
is not in default of the terms of this license and provided  that User's  system
with  which this  software  was  provided  is still in  operation  in the manner
intended at the Site in Schedule B of the Sales Agreement.

3.  Restricted  to Purchased  System.  This program and License may only be used
with the Laser StormTM component which is the subject of this Agreement.  In the
event that additional  components are purchased,  User will be provided with new
software for the additional components.  User may not transfer this software for
use with any other  components other than the components with which it was sold.
Violation of this paragraph will result in the termination of User's License.

4. Restricted to Specific Site.
     4.a. User  acknowledges  that an integral part of Company's  willingness to
provide a license for the use of said software and other  intellectual  property
is User's  agreement  that the  license  shall be limited to the  specific  site
pursuant to Schedule B of the Sales Agreement.  User also acknowledges that this
restriction  serves as a detriment  to User in that it will  prohibit  User from
exercising  this License outside of the site pursuant to Schedule B of the Sales
Agreement.
     4.b. The specific site listed in Schedule B of the Sales  Agreement may not
be modified,  amended,  changed,  altered,  substituted,  enlarged, or condensed
without the express written permission of the User and Company.

5.  Upgrades.  As  a  licensee,  Company  will  provide  User  with  information
concerning any upgrades that may be available to the software for User's system.
If an upgrade is available, is operational with User' system, and User is not in
default of the Sales Agreement or attached  Schedules,  User will have the right
to purchase any available  upgrades at the effective  published  price.  Company
does not warrant that any  particular  upgrades will be made,  the date by which
such upgrades may be available,  or that any particular upgrade will work and be
operational with any particular previous systems.

Company        User              
       ----        -----
<PAGE>

6.  Non-transferable.  As a protection to all parties, this License shall not be
transferable  in any manner by User without the express  written  consent of the
Company  except to a  successor  to User who  acquires  the  business  where the
Components are used.

7.  Ownership  by  Company.  User  agrees  and  understands  that the  software,
tradenames,  trademarks,  and other intellectual property licensed herein is the
sole and exclusive property of Company.

8.  Operations  by User.  The parties  understand  that the manner in which User
operates its business  using this License has a bearing upon the  reputation and
credibility  of the  Company.  Company  shall have the right to  terminate  this
License at any time that User fails to  operate  in a manner  which will  damage
Company's image. Furthermore, User must operate within the following guidelines:
     8.a.  User shall  comply with all  federal,  state,  and local  regulations
regarding  safety and the operation of laser tag arenas except where Company has
responsibility or fault.
     8.b. User shall keep appropriate  liability insurance in place at all times
while operating this software except as otherwise agreed.
     8.c.  User  shall  properly  maintain  the Laser  Storm(R)  Components  and
software at all times.
     8.d. User shall not attempt to operate said  Components  using  software or
electronic  equipment  provided by any person  other than the Company or through
Company's designated and approved manufacturers or vendors.
     8.e. User shall not move or relocate  said  Components or software from its
specific site without the written approval of the Company.

9. Survival of Sale.  Although this License  Agreement is incorporated  into the
Sales Agreement between User and the Company, the terms and conditions contained
herein shall survive the sale and any closing thereof and shall remain valid and
enforceable during the full term described herein.

10.  Default.  In the  event  of  default  in the  performance  of the  terms or
conditions  contained  here,  the Company  shall be  specifically  permitted  to
temporarily  withdraw and terminate  this license until further order by a court
of appropriate jurisdiction.  Said termination shall commence 30 days after such
time as  notice  shall be given to User of said  termination  by  registered  or
certified  mail unless  default is cured.  Either  party may then request that a
court,  pursuant  to  paragraph  12 below,  either law or in equity,  enter such
orders,  restraining orders,  mandamus orders, or orders to specifically perform
the terms and conditions  herein as shall be appropriate.  The prevailing  party
shall be  entitled  to an award of its  costs  and  attorney  fees  incurred  in
enforcing the same.

11.  Warranty.  The warranties  applicable to the sale of the Components and the
software, as set forth in the Sales Agreement between these parties,  shall also
apply within this License. Company shall have no obligation other than to ensure
that said software will effectively  operate the System Components in the manner
originally  intended and Company provides no warranty concerning future upgrades
or changes to the same.

12. Miscellaneous Matters.
     12.a.  Agreement  to Perform  Necessary  Acts.  Each party to this  License
agrees to perform any further  acts and execute and deliver any  documents  that
may be necessary to carry out the provisions of this License.
     12.b. Amendments and Waivers. The provisions of this License may be waived,
altered,  amended, or repealed, in whole or in part, only on the written consent
of all  parties  hereto.  Waiver  of any  right,  power,  or duty  by any  party
thereunder  shall not operate or be construed  as a waiver as to any  subsequent
occurrence or circumstance.

Company        User                  
       ----        -----
<PAGE>

     12.c.  Successors and Assigns.  This License shall be binding on, and shall
inure to the benefit of, the parties to it and their respective heirs,  estates,
personal representatives, legal representatives, successors, and assigns.
     12.d.  Validity of  Agreement.  It is intended  that each  sentence of this
License  shall be viewed as separate  and  divisible,  and in the event that any
sentence shall be held to be invalid,  the remaining sentences shall continue to
be in full force and effect.
     12.e. Enforcement Expenses. In the event of a breach of this License by any
party,  the  non-breaching  party  shall  be  entitled  to  recover  any and all
collection costs, execution costs, sales costs, court costs,  professional fees,
and attorney fees incurred in seeking or obtaining said remedy.
     12.f.  Notices.  Any and all notices to be given  pursuant to or under this
License  shall be sent to the Company or User at the address  noted  below,  and
shall be sent Certified Mail, Return Receipt Requested.
     12.g.  Failure  of Terms.  The  failure  to require  strict  compliance  or
performance of any one or more terms of this License one or more occasions shall
not be  deemed a waiver of that or any other  term or  condition  on that or any
other  occasion.  Any  waiver of a right or remedy  under this  License  must be
contained in a writing signed by the waiving party.

         The parties hereto, intending to be bound, have signed this License and
Software Specific Site Agreement as of the date and year first above written.

LASER STORM, INC.                             HARRAH'S VICKSBURG CORPORATION


By:                      Date                 By:                     Date
   --------------------       --------           --------------------      ----
Address:                                      Address:
7700 Cherry Creek South Drive, Unit 1         1310 Mulberry Street
Denver, Colorado 80231                        Vicksburg, MS  39180
Telephone:  (303) 751-8545                    Telephone: (601) 636-3423
Facsimile:    (303) 751-8546                  Facsimile:   (601) 630-2194

Company        User                  
       ----        -----
<PAGE>

                                   SCHEDULE E
                             NONDISCLOSURE AGREEMENT

     This Agreement entered into on this ____ day of  _______________,  199_____
by and between  ______________________,  a ____________ corporation (hereinafter
User); and Laser Storm, Inc., a Colorado corporation (hereinafter Company).

     WHEREAS, the parties desire for their mutual benefit, and to facilitate the
sale of the Laser Storm(R)Components,  to advise, inform and provide each to the
other certain data and information relating to the Laser  Storm(R)Components and
their  respective  business  practices,  portions of which are  proprietary  and
confidential in nature and constitute trade secrets;

         WHEREAS,  the parties  desire to protect the  confidentiality  of their
respective information, which may be communicated by the spoken word or fixed or
recorded in the form of writings,  graphic  illustrations,  diagrams,  schematic
drawings, electrical transcriptions,  models, prototypes, demonstration units or
encoded data in various formats including microelectronic devices and analog and
digital electronic or magnetic recordings; and

     WHEREAS,  the parties wish to protect this  information  from being used by
the  other  party in direct  competition  with each  other and to  protect  this
information from being disseminated to unauthorized third persons;

     NOW THEREFORE, the parties covenant and agree as follows:

     1. Confidential Information.++Each party hereto (hereinafter the Recipient)
acknowledges that any and all information that the other party  (hereinafter the
Discloser) has or will disclose to Recipient with respect to the business of the
Discloser, including, but not limited to trade secrets, trademarks,  proprietary
marks, computer programs and other software,  flow charts, plans, methods, data,
processes,  marketing strategies,  techniques,  identification schemes, know-how
and financial  condition of the  Discloser of any kind or nature  ("Confidential
Information"),  is confiden  tial,  proprietary,  nonpublic  information  of the
Discloser.  Confidential  Information shall include all information given by the
Discloser to the  Recipient  whether or not it is entitled to  protection  under
statutory  or  common  law,  including  laws  concerning  copyrights,   patents,
trademarks,  servicemarks or similar laws or regulations unless such information
is or shall become, through no act of the Recipient which violates any provision
of this Agreement,  (i) in the public domain, (ii) available from a third party,
or (iii)  information  that the  Recipient  has prior or  independent  knowledge
thereof.

     2.  Restriction on Disclosure  and  Use.++Recipient  acknowledges  that all
Confidential  Information  is  proprietary  information  of the  Discloser  and,
without  the prior  written  consent of the  Discloser,  agrees that it will not
disclose any Confidential Information directly or indirectly to any person other
than those key employees of Recipient  whom the  disclosure  thereof is required
for the purposes of the Sales Agreement.  Recipient  further agrees that it will
not utilize or otherwise incorporate or use any such Confidential Information in
any of its or any  subsidiary or affiliated  company's  business,  regardless if
such  subsidiary  or  affiliated  company is presently in existence or hereafter
formed, except as is permitted by this Agreement.

     3.  Restriction on Decompiling.  User shall not modify,  adapt,  translate,
decompile, disassemble or reverse engineer components of the Systems or Software
nor  authorize  others to do the same.  In addition,  User shall not  replicate,
produce,  distribute,  or  manufacture  any System or system  components  or the
Software  that are  available  for purchase  from  Company,  nor shall it obtain
system parts or  components  from any entity other than the Company  without the
prior written authorization of the Company.

     4. Key Employee  Agreements.++Recipient shall use its best efforts to cause
each  director,  officer and key employee of  Recipient to whom the  Discloser's
Confidential  Information  covered by this  Agreement is disclosed,  to abide by
confidentiality obligations established by Harrah's Vicksburg Corporation.

Company        User                  
       ----        -----
<PAGE>

     5. Independent  Knowledge.  A party claiming independent or prior knowledge
of information shall, upon request,  promptly prepare and deliver to the other a
writing describing with particularity the nature of the Confidential Information
and the source of its prior or independent knowledge.

     6. Term.  The term of this  Agreement  shall begin upon  execution  of this
Agreement  and shall end upon the later of the  expiration of the term(s) of all
agreements between the parties or the complete  discontinuation of the marketing
by  Company of all  equipment  of the type  owned by User.  Notwithstanding  the
expiration of the term, the parties agree to use reasonable  efforts to continue
to perform the terms of this Agreement as long as Confidential Information is of
value to the Discloser thereof.

     7.   Agreements.   This   Agreement   is  entered   into  to  protect   the
confidentiality  of  the  Confidential  Information  and  not to  authorize  any
particular  use of  the  Confidential  Information.  Uses  of  the  Confidential
Information shall be governed by other separate written  agreements and licenses
between the parties.

     8. Default.++The Recipient acknowledges that any disclosure or unauthorized
use of the  Disclosure's  Confidential  Information  will  cause  the  Discloser
irreparable  harm, for which an adequate  remedy at law will not exist and, that
upon breach of this  Agreement  by the  Recipient,  the  Discloser  may seek and
receive an immediate  injunction,  restraining  order or preliminary  injunction
against  the  Recipient  to further  prevent  the breach of this  Agreement,  in
addition  to any other  remedy to which the  Discloser  would be  entitled  as a
result of the breach of this  Agreement by the Recipient.  The prevailing  party
shall be  entitled  to an award of its  costs  and  attorney  fees  incurred  in
enforcing this Agreement.

     9.  Return  of  Confidential  Information.++Upon  the  termination  of this
Agreement,  whether for cause or  otherwise,  the  Recipient  shall  immediately
return to the Discloser all  Confidential  Information in written or other media
form,  including  all computer  programs and other  software,  and the Recipient
shall certify in writing that it has not kept any copies thereof.

     10. Jurisdiction. This Agreement shall be governed by and interpreted under
the laws of the State of Colorado and  jurisdiction  for any dispute shall be in
the City and County of Denver, State of Colorado.

     11.  Survival of Sale.  Although this  Agreement is  incorporated  into the
Sales Agreement between User and the Company, the terms and conditions contained
herein shall survive the sale and any closing thereof and shall remain valid and
enforceable during the full term described herein.

     12. Miscellaneous Matters.
          12.a.  Agreement  to  Perform  Necessary  Acts.  Each  party  to  this
Agreement  agrees to perform  any  further  acts and  execute  and  deliver  any
documents  that may be reasonably  necessary to carry out the provisions of this
Agreement.
          12.b.  Amendments and Waivers. The provisions of this Agreement may be
waived, altered,  amended, or repealed, in whole or in part, only by the written
consent of all parties hereto.  Waiver of any right, power, or duty by any party
hereunder  shall not operate or be  construed  as a waiver as to any  subsequent
occurrence or circumstance.
          12.c.  Successors and Assigns. This Agreement shall be binding on, and
shall inure to the benefit  of, the  parties to it and their  respective  heirs,
estates,  personal  representatives,   legal  representatives,   successors  and
assigns.
          12.d.  Validity of Agreement.  It is intended  that each  provision of
this Agreement shall be viewed as separate and divisible,  and in the event that
any  provision  shall be held to be  invalid,  the  remaining  provisions  shall
continue to be in full force and effect.
          12.e.  Notices.  Any and all notices to be given  pursuant to or under
this Agreement shall be given in accordance with the Sales Agreement.


Company        User                  
       ----        -----
<PAGE>


          12.f. Definitions. All capitalized terms not defined herein shall have
the meaning ascribed to them in the User's Agreement.

     In witness whereof, the parties hereto,  intending to be bound, have signed
this Agreement as of the date and year first above written.

LASER STORM, INC.                                HARRAH'S VICKSBURG CORPORATION


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

Title:                                           Title: 
      --------------------                             ------------------------

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