LASER STORM, INC.
                     7808 Cherry Creek South Drive, Unit 301
                             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
D.I.F.A.D.I.  S.A. de C.V., a Mexican Corporation  ("User") agreeing to use from
the Company the Laser Storm(R)  Components  covered by this Users Agreement (the
"Components").

     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 an adjusted rate per the Schedule  detailed in Addendum I. User shall be
responsible  to  collect  and pay all  applicable  sales  taxes.  Play or 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. User
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.
          2a.  Reporting.  Reporting  shall be  provided in detail to Company by
User on a 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. User shall also provide a quarterly and annual sales summary to Company.
          2b. Equipment Audit. Company reserves the right to require the User 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.  User 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 User 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.
          2c. Financial Audit.  User shall keep accurate and complete records in
accordance with the accounting  standards and procedures  presently  utilized by
User so that all receipts  from the sale of tickets,  together with the sales of
merchandise are on a daily basis by Company. Company shall have the right at any
reasonable time to inspect any such record of User, including but not limited to
all checks, bills,  vouchers,  invoices,  statements,  cash receipts,  number of
plays,  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 User 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 User. 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 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


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


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 User
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 User to be given to customers
as to proper use.  User 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  provided  in detail by  Company.  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 $1,000.00 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
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 $500.00 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.

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


     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 and User (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
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 the  Operations  Manual  provided at
installation.  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,  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.  User  will not be
responsible  for damage to the  Components  caused by normal wear and tear or by
customers'  use.  User 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.

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

          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  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 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 provide  professional  management
capable of operating and promoting  Laser Storm  Components.  User 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.  User agrees to use
its best  efforts in  managing  said  facility  in order to provide  the maximum
economic return consistent with professional  management  standards.  User 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 User 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 shall
provide a professional, clean, safe, and fun environment. Staff shall also be of
the same professional caliber.

     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
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, and User shall be named as additional insured 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  D.I.F.A.D.I.  S.A.  de C.V.  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.,  7808 Cherry Creek South Drive,  Unit 301,  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


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


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.  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.b.  It is further  agreed this  Agreement  will  terminate  without
penalty  or  damages  if  the  location  closes  its  business  or if  there  is
substantial  damage to the  location  causing  the  location  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 may remove the Components and may store
them or ship them to Company, as agreed by the Company, at reasonable expense to
the User.

     13. Term. The term of this  Agreement  shall be three years from a mutually
agreed upon opening date, 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  D.I.F.A.D.I.  S.A. de C.V. Both parties will
use their best efforts to commence this  Agreement  when the facility  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.  All  components  shall remain at all times the property of
Company, subject to use by User as herein set out. Title shall pass to User upon
final payment as noted in Addendum I.

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

     17. Miscellaneous Matters.
          17.a. All  advertising  shall be done by User.  All Laser Storm,  Inc.
related  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
certain 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.b. User agrees to maintain the laser tag area including, vacuuming,
carpet  cleaning,  painting and any other  reasonable  and standard  maintenance
items to keep a good appearance.
          17.c.  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.d.  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.

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


          17.e. Successors and Assigns. This User Agreement,  Schedules,  and/or
Addendum's  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.f. 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.
          17.g.  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.h.  Notices.  Any and all notices to be given  pursuant to or under
this  User  Agreement  shall  be  sent  to the  Company,  User  and  User  as is
appropriate. Company and User's notices shall be directed to the addresses shown
below and shall be sent via fax or overnight  Federal  Express.  User's  notices
shall be directed to the attention Ernesto Felix-Diaz  D.I.F.A.D.I.  S.A. de C.V
San  Andres   Atoto  #4   Naucalplan,   Edo.  De  Mexico   Mexico,   53370  Fax#
011-525-358-7584.
          17.i.  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:

LASER STORM, INC.                             D.I.F.A.D.I. S.A. de C.V.


By:                      Date                 By:                     Date
   --------------------       --------           --------------------      ----
Address:                                      Address:
7700 Cherry Creek South Drive, Unit 1         San Andres Atoto #4
Denver, Colorado 80231                        Naucalplan, Edo. De Mexico
                                              Mexico
Telephone:  (303) 751-8545                    Telephone: 011-525-359-3810/11/12
Facsimile:    (303) 751-8546                  Facsimile: 011-525-358-7584


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)
       -----      Addendum I (Revenue Participation Schedule)
Company        User                  
       ----        -----
<PAGE>


                                   SCHEDULE A
                  COMPONENT DESCRIPTION AND INSTALLATION DATES

LASER STORM(R) COMPONENTS:
         36      Phasers
         36      Controllers
         36      Vests with Components
         36      Battery Packs
         72      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
                      Consisting of:
                      One 486SX 25 Computer, one Color Monitor, Keyboard, Mouse,
                      Printer, & Custom 3.1 Software, one Box Scorecards
ARENA:
Square foot playing area:  2780 SF +/-
Arena type:                Circuit Commandos

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


LIGHTING:         Basic  lighting  system  includes  Standard  Circuit Commandos
                  Lighting Package

SOUND:            Basic  audio  system  includes  speakers,  amplifier,   mixer,
                  equalizer, CD and racks.


MISCELLANEOUS:    Vest racks


SHIPPING TERMS:   The Company will ship to Laredo, Texas by March 7, 1997.
                  Installation  will be approximately one week
prior to soft opening or as space becomes available for installation from User.



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


                                   SCHEDULE B

                      SITE LOCATION, AND INSTALLATION PLAN

User:                      D.I.F.A.D.I. S.A. de C.V.

Site Location:
                    -----------------------------------------------------------

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:     TBD

Off Site Telephone:
                       -----------------------------------
Site Directions/Notes:
                       -----------------------------------

Installation Date:     Soft opening scheduled for March 1997



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


                                   SCHEDULE C
                               WARRANTY PROCEDURES
                       BUILT TO BLAST WARRANTY PROCEDURES

The calculation of Built to Blast  warranty,  provided by Company is computed 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 must complete the
provided player activation  worksheet,  and submit the worksheet and the monthly
payment so that the Company receives both by the 10th 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 7%  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 accordance  with  paragraphs 10 and 12 of the User
Agreement

If User returns equipment that has been damaged beyond normal  operational wear,
Company will send written  notice to User noting such damage.  Company will then
replace such equipment with warranty repair equipment in accordance to Company's
standard  replacement  policy.  User pays for expense of shipping components for
repair to Company.  Company  pays for  expense of shipping  repaired or replaced
components back to User.


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  D.I.F.A.D.I.  S.A. de
C.V.,  a  Mexican  Corporation  ("User")  and  Laser  Storm,  Inc.,  a  Colorado
corporation, (hereinafter "Company").
     WHEREAS,  User has  executed an  agreement  to revenue  share with  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 revenue share includes  restrictions  and burdens as well as
benefits, and User understands that the same is anticipated and agreed to within
the User  Agreement for the Laser  Storm(R)  System  Components and that if User
were not willing to agree to the terms of this license,  the User  Agreement 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).

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 User Agreement.

3.  Restricted to use of System.  This program and License may only be used with
the Laser StormTM component which is the subject of this Agreement. User may not
transfer  this  software  for use  with  any  other  components  other  than the
components  with  which  it is used  under  this  Agreement.  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 User 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 User
Agreement.
     4.b. The specific  site listed in Schedule B of the User  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 appropriate  component  upgrade is available and User is not in default of
the User Agreement or attached Schedules, appropriate component upgrades will be
provided  by Company at domestic  pricing.  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 are 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
User 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 User 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.
     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.

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


     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 via fax and Federal Express.
     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 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.

COMPANY:                                      USER:

LASER STORM, INC.                             D.I.F.A.D.I. S.A. de C.V.


By:                      Date                 By:                     Date
   --------------------       --------           --------------------      ----
Address:                                      Address:
7700 Cherry Creek South Drive, Unit 1         San Andres Atoto #4
Denver, Colorado 80231                        Naucalplan, Edo. De Mexico
                                              Mexico
Telephone:  (303) 751-8545                    Telephone: 011-525-359-3810/11/12
Facsimile:    (303) 751-8546                  Facsimile: 011-525-358-7584


Company        User                  
       ----        -----