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Exhibit 10.2

                      ELECTRONIC GAMING SERVICES AGREEMENT

         This ELECTRONIC GAMING SERVICES AGREEMENT (this "Agreement") is entered
into this ____ day of ______________, _______ by and between __________________,
a federally recognized Indian tribe (the "Tribe"), with an address at
_____________________ (the "Tribe"); and MEGABINGO INC. ("MBI"), a Delaware
corporation, and a wholly owned subsidiary of Multimedia Games, Inc., a Texas
corporation ("MGAM"), with principal offices at 8900 Shoal Creek Boulevard,
Suite 300, Austin, TX 78757. (The Tribe and MBI are herein sometimes referred to
individually as a "Party" and collectively as the "Parties.");

         WHEREAS, the Tribe is the owner of a gaming facility located at
_________________ ("Facility") and conducts various legal games at the Facility;

         WHEREAS, MBI is in the business of providing technical, financial and
other services required for the conduct of high speed electronic bingo games
played simultaneously in a number of gaming facilities located on Indian lands,
utilizing electronically interconnecting and/or interactive technological aids
and merging play and integrated revenue and prize pools. The Electronic Games
covered by this Agreement are MEGAMANIA(R), FLASH CASH BASIC BINGO(R), BIG
CASH(R) and such other lawful games as the Parties may add from time to time
(the "Electronic Games"); and

         WHEREAS, the Parties desire that the Tribe engage in, conduct and
operate, and that MBI provide technical and other integration services in
support of, the Electronic Games at the Facility.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
of the Parties contained in this Agreement, the receipt and sufficiency of which
are hereby acknowledged, the Parties, intending to be legally bound, hereby
covenant and agree as follows:

ARTICLE 1.  TERM; TERMINATION; COMPENSATION.
            -------------------------------

1.1    Term. The term of this Agreement shall commence upon the execution hereof
       ----
       and shall continue through the "Termination Date," as defined below, or
       such earlier date as this Agreement is terminated pursuant to the
       provisions of Section 1.2 hereof (the "Initial Term"). Subsequent to the
       Initial Term, this Agreement shall be automatically extended from year to
       year, unless either Party notifies the other in writing of its intent to
       cancel this Agreement ninety (90) days' prior to the end of the Initial
       Term or any subsequent extension thereof. The Initial Term and any such
       subsequent extension thereof shall be collectively referred to as the
       "Term." The "Termination Date" shall mean ______________.

1.2    Termination.  This Agreement shall not be terminated prior to the
       -----------
       expiration of the Term except as follows:

       (i)    by MBI or the Tribe upon written notice to the other Party in the
              event of impossibility of performance within the usual and
              customary meaning of such term, force majeure or other cause
              beyond the reasonable control of the Parties;

       (ii)   by MBI or the Tribe upon written notice given to the other Party
              within fourteen (14) business days after becoming aware of the
              material breach of this Agreement by the other Party; provided
              however, that where the party receiving such written notice
              commences curing and such breach cannot be cured within the
              subsequent 14-day period following the initial 14-day period, such
              periods shall be extended for such period of time as reasonably
              required to complete such curing;

       (iii)  by the Tribe in accordance with the provisions of Section 2 of
              Exhibit "B" attached hereto;

       (iv)   by MBI upon at least one week's written notice in the event that
              the Facility ceases to be available, due to a change in the
              Facility's gaming schedule, for the conduct of the Electronic
              Games during the Electronic Games' designated time slot on any of
              the days of the week or weekend the Facility is so available at
              the signing of this Agreement; or


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       (v)    upon the mutual agreement of the Parties.

1.3.   Compensation. The Parties shall be entitled to a fee equal to the
       ------------
       following percentages of the Net Revenues for each operational day. "Net
       Revenues" is defined as the difference in Adjusted Gross Revenues less
       prizes paid and is originally 15% of Adjusted Gross Revenues. "Adjusted
       Gross Revenues" is defined as Gross Revenues minus Refunds:

       Tribe Fee           MBI Fee
       ---------           -------
         70%                 30%

1.4.   Installation; Service.  Upon the execution of this Agreement, the Tribe
       ---------------------
       shall pay to MBI the amount set forth on Exhibit "C" as a non-refundable
       installation fee for the equipment covered hereunder. This amount shall
       cover both the installation and any removal upon any termination of this
       Agreement prior to the expiration of the Term.  MBI shall install the
       equipment at the Facility and shall repair and maintain the same at its
       sole expense during the Term pursuant to the "Service Policy" attached
       hereto as Exhibit "D". The Tribe shall allow MBI full access to the
       Facility at all times for purposes of installing, repairing or
       maintaining the equipment under this Agreement. The Tribe shall not make
       any alterations, additions, or improvements to the equipment without the
       prior written consent of MBI. The warranties of MBI with regard to the
       equipment covered hereunder are set forth in Exhibit "A" attached hereto
       and made a part hereof.

ARTICLE 2.    DUTIES OF MBI
              -------------

2.1    Game Procedures
       ---------------

       2.1.1  Establishment. The Parties agree that, except for the Electronic
              -------------
              Game Accounting Procedures set forth in Exhibit "A" attached
              hereto, MBI shall be solely responsible for proposing,
              establishing and modifying, from time to time, the technical,
              financial and other plans, arrangements, systems, rules and
              procedures defining and used in the operation of the Electronic
              Games (the "Game Procedures") subject to final approval by the
              appropriate Tribal Committee. The Game Procedures shall be
              consistent with the provisions of this Agreement.

       2.1.2  Consultation with Committees. As more fully set forth in Exhibit
              ----------------------------
              "B" attached hereto, certain committees have been and may be
              established to provide for the mutual communication, cooperation
              and coordination between MBI and each party or parties (manager
              and/or tribe) associated with a participating Facility which have
              contracted with MBI to conduct the Electronic Games at that
              Facility (collectively the "Participants").

       2.1.3  Additional Provisions. This Agreement is subject to the terms and
              ---------------------
              condition of Sections 12.3 and 12.4 of that certain MegaNanza MZA
              2001 Bingo System Agreement (Rental) and Software License dated
              _____, 2001, by and between the Parties, the provisions of which
              relate to floor space and Class III equipment.

2.2    Equipment, Materials, Supplies and Personnel. The Tribe shall provide, at
       --------------------------------------------
       its sole expense, all supplies and labor necessary to operate the system
       provided under this Agreement. For consideration as shown on Exhibit "C"
       attached hereto as "Total Amount Due," MBI shall provide the hardware,
       software, equipment, and materials (excluding any consumables, i.e.,
       paper, ribbons, toner, cash register paper, etc.). MBI shall repair and
       maintain hardware, software, equipment and materials in accordance with
       the "Service Policy" attached hereto as Exhibit "D", and shall provide
       training of qualified personnel in accordance with agreed to job
       performance standards necessary to operate the Electronic Games including
       but not limited to those required to accomplish the tasks ascribed to
       MBI. MBI shall retain title to said hardware, software and equipment (and
       shall be permitted reasonable access thereto to remove the same from the
       Tribe's lands at the end of the Term). The location of said software,
       equipment and materials will be listed in Exhibit "C", and said location
       will hereafter be referred to as the "Facility." Pursuant to the terms
       and conditions of this Agreement and the agreement referenced in Section
       2.1.3 hereof, the Parties agree that the amounts of equipment as set
       forth in Exhibit "C" may change from time to time, and therefore this
       Agreement may be amended to reflect such changes.

2.3    Support. In its sole discretion, MBI may procure such technical,
       -------
       marketing, and other support as it deems necessary or advisable to
       effectuate the design, implementation and operation of the Electronic
       Games, and to require such

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       supportgroups to provide such information as it may deem necessary,
       including but not limited to background investigations, to ensure the
       security and integrity of the Electronic Games. MBI shall provide the
       Tribe, upon request, with the names and addresses of the principals of
       all subcontracted support groups and any other information required for
       any review or approval thereof mandated by applicable federal law.

2.4    Marketing. MBI shall conduct such market analyses and research and place
       ---------
       such paid advertising and promotions (in addition to the efforts to be
       made by the Tribe under Section 3.3 hereof) as MBI, in its sole
       discretion, deems necessary or advisable. MBI's general advertising and
       promotional plans shall be submitted for approval by the Electronic Games
       Marketing Committee, which approval shall not be unreasonably withheld or
       delayed, and the same shall be deemed approved by the committee unless
       expressly disapproved in writing by the committee within five (5)
       calendar days after submission by MBI.

2.5    Protection Against Prize Duplication. MBI shall provide reasonable
       ------------------------------------
       commercially available errors and omissions insurance coverage or other
       suitable protection against the possibility of duplication of prize
       liabilities due to the malfunction of equipment and/or actions of
       personnel provided by MBI and/or its subcontractors.

2.6    Guaranty of Prizes. MBI shall guarantee the payment of prizes won in the
       ------------------
       Electronic Games by letters of credit, performance bonds, escrowed funds,
       insurance and/or other guarantees. The Tribe shall not advertise any
       prize which has not been established by MBI.

2.7    Licenses and Approvals. If requested, MBI shall obtain any licenses and
       ----------------------
       approvals required for the operations of the Electronic Games under
       applicable law and shall present, if requested, to the Tribe
       documentation of the obtainment thereof prior to the commencement of the
       Electronic Games at the Facility.

ARTICLE 3.    DUTIES OF THE TRIBE.
              -------------------

3.1    Access. The Tribe shall provide sufficient secure space in the Facility
       ------
       reasonably necessary to perform the terms and conditions of this Addendum
       to conduct MEGAMANIA(R), FLASH CASH BASIC BINGO(R), BIG CASH(R) or other
       such games provided by MBI at the Facility, as well as provide sufficient
       electrical power to conduct the Electronic Games.

3.2    Advertising and Promotion. The Tribe shall provide such advertising and
       -------------------------
       promotion of the Electronic Games as each deems, in its sole discretion,
       to be required to stimulate optimal player participation in the
       Electronic Games at the Facility, and the Tribe will cooperate with MBI's
       advertising and promotional efforts.

3.3    Cooperation. The Tribe will cooperate in good faith with any effort by
       -----------
       MBI to obtain any permits, licenses, approvals or studies deemed by MBI
       to be necessary or desirable respecting this Agreement, or any approved
       assignments hereof, or the conduct of the Electronic Games hereunder
       including, but not limited to, approval, if necessary, of this Agreement
       by the Bureau of Indian Affairs ("BIA") and/or the National Indian Gaming
       Commission (the "NIGC").

3.4    Data. Upon the request of MBI made from time to time, the Tribe, as
       ----
       applicable, shall provide MBI with such information and data as the Tribe
       shall then possess regarding bingo and other games conducted on Indian
       lands and possible markets for the Electronic Games, which information
       and data shall be protected regarding disclosure under the provisions of
       Section 4.2 hereto. The Tribe shall also make available to MBI data and
       information for the Facility and its customers in order to facilitate the
       conduct of any marketing research to be conducted by MBI under Section
       2.4 hereof.

ARTICLE 4.    MISCELLANEOUS MATTERS.
              ---------------------

4.1    Disputes. Any dispute among the parties hereto regarding the
       --------
       interpretation, performance, breach or enforcement of this Agreement
       shall be submitted to and resolved by arbitration in accordance with the
       Commercial Arbitration Rules of the American Arbitration Association. Any
       award, determination, order or relief, whether in law or equity or
       otherwise, resulting from such arbitration shall be binding on the
       parties and may be entered in and enforced by any court having
       jurisdiction thereof provided that any money judgment or award against
       the Tribe or any officer or member thereof shall be payable only out of
       the revenues of the Facility or the proceeds thereof, and the Tribe
       waives

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       its sovereign immunity only to the extent required to give effect to the
       provisions of this Section 4.1. In any litigation or arbitration arising
       under or out of this Agreement, the prevailing Party shall be entitled to
       its attorneys' fees and costs (including without limitation appellate
       fees and costs) from the non-prevailing Party. The provisions of this
       Section 4.1 shall survive any termination of this Agreement.

4.2    Confidentiality. Except as otherwise required by law, the Tribe agrees to
       ---------------
       forever maintain in confidence and never to disclose to any third party
       any financial information, confidential ideas and plans, methods, data,
       developments, inventions or proprietary information regarding MBI, the
       Electronic Games or the operation thereof obtained under or in connection
       with this Agreement without the express written approval of a duly
       authorized officer of MBI. Except as otherwise required by law, MBI
       agrees to forever maintain in confidence and never disclose to any third
       party any information or data provided by the Tribe under Section 3.4
       hereof or any financial or other proprietary information regarding the
       Tribe or its operations obtained under or in connection with this
       Agreement without the express written approval of a duly authorized
       officer of the Tribe, as applicable, except for disclosures to other
       Participants, the Agent and others as necessary or convenient to the
       operation of the Electronic Games in accordance with the provisions of
       this Agreement or the raising of funds thereof. The provisions of this
       Section 4.2 shall survive any termination of this Agreement.

4.3    Certifications.
       --------------

       (a)    The Tribe certifies that it has a valid gaming ordinance, and that
              the conduct of the Electronic Games at the Facility in conformity
              with the provisions of this Agreement will be duly authorized in
              accordance with such ordinance, as the same may be amended, and
              all other applicable tribal law and rules. Each Party certifies
              that its actions under and in connection with this Agreement shall
              be in conformity with all applicable Tribal and federal law and
              that the Electronic Games are played at, transmitted and/or
              broadcast from a central location on "Indian lands" as defined in
              ss. 2703(4) of the Indian Gaming Regulatory Act of 1988, 25 U.S.C.
              ss.ss. 2701 et seq. ("IGRA").

       (b)    MBI agrees that it will not interfere with, or attempt to
              influence, the internal affairs or governmental decisions of the
              Tribe.

       (c)    The Tribe certifies that attached to this Agreement is a
              resolution of the governing body of the Tribe, certified by the
              appropriate officer, (i) approving the terms and conditions of
              this Agreement; (ii) approving the execution of this Agreement by
              the undersigned official(s) of the Tribe and setting forth the
              scope of authority of the official(s) of the Tribe who have signed
              this Agreement on behalf of the Tribe; (iii) identifying the
              provision(s) of the organic document (e.g. Constitution) of the
              Tribe which authorizes the Tribe's entry into this Agreement; and
              (iv) authorizing the undersigned official(s) to sign, execute and
              negotiate on behalf of the Tribe all further contracts, agreements
              and amendments hereto with respect to the Agreement and other
              contracts with MBI, without further adoption of a resolution
              securing the performance of this activity throughout the duration
              of this Agreement.

       (d)    The Tribe certifies that neither the Tribe, the tribal gaming
              regulatory authority, nor any tribal agency or entity shall tax
              MBI or its property at the Facility in any form, or impose other
              fees or impositions of any form, including without limitation upon
              the Electronic Games, equipment, software and supporting equipment
              and/or the amounts paid or payable to MBI under this Agreement or
              as a result of conducting business on the Tribe's reservation. In
              the event that taxes or any other impositions are imposed by the
              Tribe despite the provisions of this Agreement, then the amounts
              paid to MBI under this Agreement shall be increased by the amounts
              of such taxes or impositions. The provisions of this subsection
              shall survive any termination of this Agreement.

4.4    Assignment. This Agreement shall not be assignable, in whole or in part,
       ----------
       without the express written consent of all Parties. Any assignment of or
       subcontract under this Agreement shall not be valid unless approved by
       BIA, the Commission and/or other governmental agencies if and for so long
       as such approval is required under applicable law. Notwithstanding the
       preceding sentences, to the extent allowed under applicable law, MBI may
       assign this Agreement, without the Tribe's consent, to any corporation or
       other entity which is a successor to MBI either by merger or
       consolidation, to a purchaser of all or substantially all of MBI's
       assets, or to a corporation or other entity which directly or indirectly
       controls, is under the control of, or is under common control with, MBI.

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4.5    Entire Agreement, etc. This Agreement constitutes the entire agreement
       ---------------------
       and understanding and supersedes and cancels any and all prior oral or
       written agreements and understandings of the Parties respecting the
       conduct of Electronic Games at the Facility in conjunction with MBI. This
       Agreement shall not be amendable in whole or in part except by a writing
       signed by the Parties. No waiver by any Party of any violation of any
       provision of this Agreement shall be effective unless given in a signed
       writing, nor shall any such waiver be deemed a waiver of any further
       violation of this Agreement unless expressly so stated in a signed
       writing. The Article and Section headings of this Agreement are for
       convenience of reference only, and shall not constitute any part of this
       Agreement. In all cases, the language in all parts of this Agreement
       shall be construed simply according to its fair meaning and not strictly
       for or against any Party. This Agreement has been made and shall be
       interpreted in accordance with the laws of the state within which the
       Indian lands upon which the Facility stands are located and applicable
       federal law.

4.6    Notices. All notices hereunder shall be in writing and shall be deemed to
       -------
       have been given or made when (i) delivered by hand; (ii) delivered by
       facsimile or overnight delivery service; or (iii) delivered or mailed,
       registered or certified mail, postage prepaid, addressed as follows,
       until notice of another address and/or facsimile number shall have been
       received by the other Party(ies).

              If to MBI:
              _______________, Vice President
              MegaBingo, Inc.
              8900 Shoal Creek Boulevard, Suite 300
              Austin, Texas  78757
              Telephone:  (512) 371-7100
              Facsimile:  (512) 371-7114
              If to the Tribe: __________________________

              ___________________________________________

              ___________________________________________

              Attn: _____________________________________

              Facsimile No.: ____________________________

Notices to committees shall be to the person and at the address designated by
said committee for such purpose from time to time upon written notice to MBI
given in accordance with this section. 4.7 Severability. Should a court of
competent jurisdiction finally determine or declare any term, condition,
covenant or provision of this Agreement to be null, void or of no legal force,
effect or consequence, in whole or in part, by final judgment or decree, such
decree or judgment shall not vitiate, defeat or impair the due enforceability of
any remaining terms, conditions, covenants or provisions not so held, which
shall remain in full force and effect; provided, however, that MBI shall have
the right to terminate this Agreement in the event that the result of the court
decision is that this Agreement is no longer economically beneficial to MBI
and/or the Tribe.

4.8    Counterparts. This Agreement may be executed in two or more counterparts,
       ------------
       each of which shall be deemed an original, but all of which together
       shall constitute one and the same instrument. Any such counterpart may be
       executed by facsimile signature with only verbal confirmation, and when
       so executed and delivered shall be deemed an original and such
       counterpart(s) together shall constitute only one original.

4.9    Submission to NIGC. The Parties agree that, as recommended by NIGC
       ------------------
       Bulletin No. 93-3 dated July 1, 1993, and Bulletin No. 94-5 dated October
       14, 1994, this Agreement may be submitted to the NIGC and BIA for a
       determination that this Agreement is not a management contract as defined
       in 25 C.F.R.ss.502.15.

4.10   Sovereign Status; Non-Impairment of Contracts. The Tribe, on behalf of
       ---------------------------------------------
       itself and any of its tribal entities, hereby covenants and agrees that
       it shall use its sovereign Tribe status to support and promote this
       Agreement. During the Term, the Tribe shall enact no law impairing the
       rights of MBI and/or MGAM under this Agreement. Neither the Tribe nor any
       agency, entity or affiliate of the Tribe shall, by exercise of the police
       power or otherwise, act to modify, amend, or in any manner impair the
       rights of the MBI and/or MGAM under this Agreement. In furtherance

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       of the foregoing, neither the Tribe nor any agency, entity or affiliate
       of the Tribe shall impose any taxes, fees, assessments, or other charges
       of any nature whatsoever on payments due to MBI and/or MGAM hereunder.

4.11   Manager. The Parties recognize that some or all of the management duties
       -------
       of the Tribe with regard to the Facility may, at some point, be
       contracted to the Manager under a management contract approved by the
       NIGC. MBI will use all commercially reasonable efforts to cooperate with
       the Tribe and the Manager upon any assumption of Facility management by
       the Manager. In addition, the Tribe shall cause the Manager to abide by
       the terms of this Agreement to the extent that the Manager is performing
       the duties of the Tribe hereunder.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives as of the day and year first above
written.

THE TRIBE:                               "MBI"

_________________________________        MEGABINGO, INC.

By: _____________________________        By: ___________________________________

Name: ___________________________        Name: _________________________________

Title: __________________________        Title: ________________________________


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                                    EXHIBIT A

                          Financial Matters; Warranties

1.     Electronic Game Accounting Procedures.  No later than one week before the
       -------------------------------------
       scheduled commencement of the Electronic Games at the Facility, MBI and
       the Tribe shall agree upon specific written procedures ("Electronic Game
       Accounting Procedures") to be followed by the Parties regarding the
       financial accounting for the operation of the Electronic Games at the
       Facility and the handling of the revenues derived from such Electronic
       Games (the "Electronic Games Revenues") including, without limitation:

       (i)    the reconciliation of the cash receipts collected with the
              receipts to be expected from the sale of cards for the Electronic
              Games. Any shortage in receipts collected by a Party shall be
              deemed a part of the Electronic Games Revenues collected by such
              Party and shall be provided by such Party in cash for deposit
              under (ii) immediately below; and

       (ii)   the local deposit no later than the next banking day in
              immediately available funds of said Electronic Games Revenues less
              any amounts to be deducted therefrom (for immediate payment of
              prizes or otherwise) prior to deposit in accordance with the terms
              of this Agreement and the Game Procedures.

The Electronic Game Accounting Procedures in all cases shall be consistent with
the terms of this Agreement and the Game Procedures and may be amended from time
to time by the mutual written agreement of the Parties.

2.     Cash Management System. MBI shall be solely responsible for the
       ----------------------
       allocation, disbursement and distribution in conformity with the
       provisions of this Agreement of all Electronic Games Revenues which are
       locally deposited in accordance with sub-section 1.(ii) above. All such
       deposited Electronic Games Revenues shall be transferred promptly and
       directly to an account or accounts under the control of a bank, trust
       company or similar disinterested organization (the "Agent") which will
       hold, allocate, disburse and distribute said funds as aforesaid under an
       escrow agreement or similar arrangement with MBI (the "Cash Management
       System") adequate to safeguard such deposited Electronic Games Revenues.
       MBI has established, and from time to time may modify, the Cash
       Management System (with the same or a different Agent). Such existing
       Cash Management System and any material modification thereof shall be
       submitted to the Electronic Games Audit Committee for approval in
       accordance with Section 1 of Exhibit "B."

3.     Accounting Methodology. All books of account and financial statements
       ----------------------
       relating to the Cash Management System shall be prepared and maintained
       in accordance with generally accepted accounting principles.

4.     Audits, Reports and Inspections. Appropriate officials of the Tribe shall
       -------------------------------
       be permitted access to the daily operations of the Electronic Games at
       the Facility and shall have the right to verify Electronic Games Revenues
       and the Tribe's Fee on a daily basis. MBI shall perform or provide for
       appropriate daily audits of all Electronic Games Revenues. MBI shall
       engage the services of a nationally recognized certified public
       accounting firm acceptable to the Electronic Games Audit Committee to
       perform an annual independent audit of the Cash Management System and the
       funds flowing therethrough, the results of which audit shall be made
       available to the Tribe and the Electronic Games Audit Committee upon
       request. The Tribe and the Electronic Games Audit Committee each shall
       have the right to inspect the Cash Management System including all books
       of account at all times, and MBI shall permit the Tribe and the
       Electronic Games Audit Committee to conduct, at their own respective
       expense, such further independent audits of said system and books as they
       may desire.

5.     NIGC Fees and Assessments. The Tribe is responsible for including total
       -------------------------
       sales from the Electronic Games, to the extent applicable, in its
       quarterly reports to the NIGC which provide the Tribe's assessable gross
       for the purposes of compliance with 25 C.F.R. ss. 514.1. One-quarter of
       all fees paid to the NIGC under ss. 514.1 that are attributable to
       Electronic Games' sales, as a result of this Agreement, shall be
       reimbursed on a quarterly basis to the Tribe from MBI.

6.     MBI Accounting. The hardware, software, equipment, materials and supplies
       --------------
       and the personnel training to be supplied by MBI under Section 2.2 of
       this Agreement shall include those required to accomplish the following
       tasks with respect to the conduct of the Electronic Games at the
       Facility:

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       (i)    account for revenues, prize awards and other expenses of the
              Electronic Games in accordance with the procedures approved by the
              Electronic Games Audit Committee;

       (ii)   record, transmit, receive and display (via satellite, cable or
              other means) the electronic transmission for the Electronic Games
              to the Facility and the other participating facilities; and

       (iii)  transmit, monitor and record any data necessary to the conduct of
              the Electronic Games.

7.     Use of Proceeds. Any other provision of this Agreement notwithstanding,
       ---------------
       if, after due process, an independent auditor, the NIGC or a court of law
       determines that the Tribe did not receive the appropriate percentage of
       net revenues from this Agreement required by IGRA, MBI agrees to pay to
       the Tribe the difference between the amount that was determined to be
       payable to the Tribe and the amount paid to the Tribe under this
       Agreement.

8.     Warranties.  MBI warrants that the Equipment shall be suitable for the
       ----------
       operation of the Games described in the Software Agreement.

IN NO EVENT WILL MBI BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOST DATE, WORK
STOPPAGE, COMPUTER FAILURE OR MALFUNCTION), EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.

MBI'S LIABILITY TO THE TRIBE OR ANY THIRD PARTY FOR A CLAIM OF
ANY KIND RELATED TO THIS AGREEMENT OR ANY PRODUCT OR SERVICE PROVIDED HEREUNDER,
WHETHER FOR BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR
OTHERWISE, SHALL NOT EXCEED THE AGGREGATE OF FEES PAID TO MBI FOR THE PRODUCT OR
SERVICE INVOLVED IN THE CLAIM. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THE
TRANSACTIONS UNDER THIS AGREEMENT MAY BE BROUGHT BY THE TRIBE MORE THAN 1 YEAR
AFTER THE CAUSE OF ACTION IS OR REASONABLY SHOULD HAVE BEEN DISCOVERED.

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                                    EXHIBIT B

                           Electronic Games Committees

1.     Approval by Committees.
       ----------------------

       (a)    MBI shall submit any proposed material modifications of the "Game
              Parameters" (defined as the Game Procedures which establish and
              define the prize structure, game rules and other parameters
              defining the Electronic Games to be conducted), to the Electronic
              Games Operations Committee as defined below for its approval
              thereof, which approval shall not be unreasonably withheld.

       (b)    MBI will submit any proposed material modifications of the
              "Financial Procedures" (defined as the Game Procedures which
              establish and define the Cash Management System as defined in
              Section 2 of Exhibit "A" and the methods used to provide the
              protection against prize duplication and the guaranty of payment
              of prizes won referred to in Sections 2.5 and 2.6 of this
              Agreement) Financial Procedures, to the Electronic Games Audit
              Committee as defined for its approval thereof, which approval
              shall not be unreasonably withheld or delayed.

       (c)    Any existing, new or modified Game Parameter or Financial
              Procedure submitted to the proper committee as aforesaid shall be
              deemed approved by such committee unless expressly disapproved in
              writing by such committee within five (5) calendar days after
              submission by MBI Once approved or disapproved by the proper
              committee (or, in the event of emergency, at such earlier time as
              MBI in good faith shall deem necessary in the circumstances), any
              such existing Game Parameter or Financial Procedure may be
              reaffirmed by MBI and any such new or materially modified Game
              Parameter or Financial Procedure may be adopted by MBI, in which
              event the Tribe shall have the termination rights set forth in
              Section 2 of this Exhibit "B," if such Game Parameter or Financial
              Procedure has been disapproved by the proper committee in
              accordance with the provisions of this Section 1.

2.     Access, Notification and Termination Rights.  Upon request, the Tribe
       -------------------------------------------
       shall have access to and may copy all Game Procedures other than those
       portions which must be kept confidential for game security or integrity
       reasons. Within five (5) business days after the execution of this
       Agreement, MBI shall provide to the Tribe a written summary of the major
       provisions of the Game Parameters and Financial Procedures by then
       adopted and notice of any committee disapproval thereof. Further, MBI
       shall promptly provide to the Tribe a written summary of all new or
       materially modified Game Parameters and Financial Procedures thereafter
       adopted and notice of any committee disapproval thereof. The Tribe shall
       have the right to terminate this Agreement by written notice sent to MBI
       no later than seven (7) business days after the aforesaid initial
       reaffirmation of any existing Game Parameter or Financial Procedure or
       the adoption of any new or materially modified Game Parameter or
       Financial Procedure (or, if later, seven (7) business days after the
       initial notification to the Tribe of such initial reaffirmation or
       adoption) if such Game Parameter or Financial Procedure has been
       disapproved by the proper committee in accordance with the provisions of
       Section 1 of this Exhibit "B."

3.     Existing Committees. The following committees, each consisting of one MBI
       -------------------
       representative who chairs the committee and four Electronic Games'
       Participant representatives, have been constituted by MBI and the
       Participants to provide the mutual communication, cooperation and
       coordination required for the conduct specifically of the Electronic
       Games:

       (i)    the "Electronic Games Audit Committee";

       (ii)   the "Electronic Games Legal Committee";

       (iii)  the "Electronic Games Marketing Committee"; and

       (iv)   the "Electronic Games Operations Committee."

Such committees shall, to the extent possible, be separate from those committees
overseeing the operation of MEGABINGO(R).

                                       9

<PAGE>

4.     Functions. In addition to the specific approval functions set forth in
       ---------
       this Agreement, the committees shall provide oversight of and shall
       advise MBI concerning the following aspects of the Electronic Games and
       related operations:

       (i)    Electronic Games Audit Committee - financial and audit matters;


       (ii)   Electronic Games Legal Committee - legal matters;


       (iii)  Electronic Games Marketing Committee - marketing, advertising and
              public relations matters; and

       (iv)   Electronic Games Operations Committee - operations matters.

5.     Annual Meetings.
       ---------------

       (a)    MBI will call a meeting annually upon not less than a ten (10)
              calendar days written notice to which MBI and each Participant
              shall be invited and entitled to send one voting delegate for the
              following purposes:

              (i)    constituting and defining the role of such additional
                     committees as may be desired provided that such additional
                     committee shall be advisory only except to the extent any
                     approval functions under this Agreement of the committees
                     listed in Section 4 above are expressly transferred
                     thereto;

              (ii)   reconstituting, redefining or eliminating existing
                     committees provided that all approval functions under this
                     Agreement of the committees listed in Section 4 above are
                     retained by the remaining committees; and

              (iii)  electing the committee members to serve on each committee
                     until the next such annual meeting or until their
                     successors are elected and qualified.

       (b)    The presence, in person or by written and signed proxy, of voting
              delegates representing at least one-third of the Participants
              shall constitute a quorum for the transaction of business at the
              meeting. The affirmative vote of a majority of those delegates
              present in person or by proxy and voting, a quorum being present
              and each delegate being entitled to cast one vote, shall be
              sufficient to take action on matters properly brought before the
              meeting except that (i) the MBI delegate shall not vote for
              Participant committee representatives and (ii) the Participant
              delegates shall not vote for MBI committee representatives.

       (c)    Each committee shall have as its members one MBI representative
              who shall chair the committee and such number of Participant
              representatives as shall have been established at such annual
              delegate meetings and shall operate in accordance with such rules
              and procedures as are voted by the delegates at such aforesaid
              annual meetings or, in the absence of such votes, as decided by
              the members of said committee, all provided that with respect to
              each committee: (i) the presence in person (or by telephonic or
              other means whereby each member of the committee can hear all
              other members of the committee) of a majority of the committee
              members shall constitute a quorum for the transaction of business
              at any meeting of the committee, (ii) the committee shall take
              action only at a meeting thereof (telephonically or otherwise) or
              by written consent of a majority of the committee members, (iii)
              the affirmative vote of a majority of those committee members
              present in person (or telephonically or otherwise as aforesaid) at
              the meeting, a quorum being present, shall be sufficient to take
              action on matters properly brought before the meeting and (iv)
              each Committee member shall have one vote.

       (d)    The failure of any committees to remain active or to act in
              accordance with established rules and procedures shall neither be
              grounds for termination of this Agreement nor prevent MBI from
              taking actions which by the terms of this Agreement must be
              submitted to such committees for approval.

                                       10

<PAGE>

                                    EXHIBIT C

                        Equipment Location & Requirements

The following equipment will be installed at the gaming facility located
at______ (the "Facility").

EQUIPMENT TYPE
--------------

Player Stations                                      $

Delivery, Installation, Cabling.                     $

Total Amount Due MBI                                 $

Ancillary equipment, as detailed below, is provided to the Tribe at no charge.
Title to the following equipment (the "MBI Equipment") is not conveyed to the
Tribe, but shall remain in MBI, which shall have the right to remove the MBI
Equipment upon any termination of the IGSA and/or Addendum:

       File Server

       Laser Printer

       Point of Sale Unit

       Point of Sale Printer

       Point of Sale Cash Drawer

       2 Battery Back ups

       Modem

ELECTRICAL:

For the above installation, 20 amp, dedicated, insulated electrical circuits are
required for installation by the Tribe.

         TRIBE                       MBI

Initials: ___________           _____________

Date:     ___________           _____________

<PAGE>

                                    EXHIBIT D

                                 Service Policy

1.     Billable Labor
       --------------

       MBI Fee:   $100 per hour

       (Charge commences when MBI field personnel arrive on facility site.
       Minimum charge is one (1) hour)

       Per hour Fee includes mileage, tolls and meals of MBI service personnel.
       Airfare and other expenses for out of state service will be billed at
       cost, plus labor.

       Billable Labor Hours: 5:00pm - 8:00am (Monday - Friday) and all weekends
       (Friday 5:00pm - Monday 8:00am).

2.     Billable Summary
       ----------------

The Tribe is responsible for payment, replacement, etc., of equipment and damage
to the same, including, but not limited to the following:

..      Moving and/or re-installation of player stations, servers,
       point-of-sales, and communication components.

..      Damage to hardware not consistent with "Normal Wear," including
       vandalism, theft, etc.

..      Damage to hardware by electrical surges or spikes, acts of nature, acts
       of God or water damage.

..      Repeated MBI responses to service equipment during normal hours which
       checks to be operating properly. |X| UPS (Uninterrupted Power Supply)
       Units (breakage and replacement).

..      Belly Glass - Upper and Lower (breakage and replacement).

..      Light Bulbs (consumable).

..      Printer Paper (consumable).

..      Ribbons, Toner cartridges, etc. (consumable).

..      Cleaning supplies, i.e. Bill Acceptor cleaning pads, etc. (consumable).

3.     Non-Billable, Normal Service Hours
       ----------------------------------

       8:00am to 5:00pm, Monday through Friday