<PAGE>

Exhibit 10.1
------------

                                    Agreement
                                    ---------

                  MEGANANZA(TM) BINGO SYSTEM AGREEMENT (RENTAL)
                              AND SOFTWARE LICENSE

     THIS MEGANANZA(TM) BINGO SYSTEM AGREEMENT (RENTAL) AND SOFTWARE LICENSE
(this "Agreement") is entered into and effective for all purposes as of this
______ day of ___________, 2002 (the "Effective Date"), by and between
MEGABINGO, INC., a Delaware corporation ("MBI") 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, and
______________________, a federally recognized Indian tribe (the "Tribe"), with
an address at ____________________________. MBI and the Tribe may hereafter be
referred to individually as a "Party" and collectively as the "Parties".

                              W I T N E S S E T H :

     WHEREAS, the Tribe is a federally recognized Indian tribe, which has
jurisdiction over "Indian lands," as defined in Title 25, Section 2703(4) of the
United States Code ("Indian Lands");

     WHEREAS, either the Tribe or a third-party manager (the "Manager"),
under a management contract approved by the Chairman of the National Indian
Gaming Commission (the "NIGC"), operates the Facility as defined herein;

     WHEREAS, MBI has developed certain games, in particular _________________
(the "MegaNanza System") and associated games such as _______________________ as
may be provided by MBI, and as more specifically set forth on Exhibit "A"
attached hereto and made a part hereof (the "Games"), for operation in Tribal
Gaming Facilities in the United States;

     WHEREAS, the Tribe desires to conduct the Games at its Facility;

     WHEREAS, in order to conduct the Games at the Facility, the Tribe desires
to lease from MBI, and MBI desires to lease to the Tribe, the Equipment, as
defined herein, which is more specifically set forth on Exhibit "B" attached
hereto and made a part hereof;

     WHEREAS, MBI has developed the computer software, supporting equipment and
related documentation also set forth on Exhibit "B," which may be used for the
operation of the Equipment leased by the Tribe, and the Parties desire that the
Tribe be granted certain non-exclusive, non-perpetual, limited purpose license
rights in and to such Software and Supporting Equipment (as defined below); and
                                                                            ---

     WHEREAS, the gaming commission or other regulatory authority of the Tribe
has determined that the Games to be conducted using the Equipment, Software and
Supporting Equipment will be Class II games which are subject to the terms and
conditions of the Indian Gaming Regulatory Act, 25 U.S.C. ss.ss. 2701 et seq.
(the "Act") and can lawfully be played under applicable law, including the Act;

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

     1.   Lease of Equipment. Upon the terms and subject to all of the
          ------------------
          conditions set forth herein, the Tribe hereby leases from MBI, and MBI
          hereby leases, lets and demises unto the Tribe, the electronic player
          stations ("EPS's") and other related equipment and accessories, as set
          forth in Exhibit "B" attached hereto and made a part hereof
          (collectively the "Equipment") for its exclusive use during the Term
          hereof. Under the terms and conditions of this Agreement, in

          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                       1

<PAGE>

          particular Section 12.3 hereof, the Parties agree that the amounts of
          Equipment leased from MBI by the Tribe may change from time to time,
          and therefore this Agreement may be amended to reflect such changes.

     2.   Grant of Limited Software License. Subject to the terms of this
          ---------------------------------
          Agreement and in addition to the other rights granted to the Tribe
          hereunder, MBI hereby grants to the Tribe, solely for its own use, a
          non-transferable, non-assignable, non-perpetual, non-exclusive and
          limited purpose license to use the "Software and Supporting
          Equipment," as further set forth in Section 11 below.

     3.   Term. The term of this Agreement shall commence upon the execution
          ----
          hereof and shall continue through the "Termination Date," as defined
          below, unless earlier terminated pursuant to the terms and conditions
          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 ____________________.

     4.   Rent/License Fee; Other Fees. In consideration of the lease of the
          ----------------------------
          Equipment from MBI hereunder and the license of the Software and
          Supporting Equipment to the Tribe as set forth below, the Tribe shall
          pay a rental/license fee in one of the following amounts, depending
          upon the option chosen in the boxes under the signature of the Tribe:
          (a) the amount of thirty percent (30%) of the "Normalized Hold"
          attributable to the Games; or (b) the amount of thirty percent (30%)
          of the "Actual Hold" attributable to the Games (in either case, the
          "Rent/License Fee"). The Rent/License Fee is reflected as the "Net MBI
          Commission" on the MegaNanza Sales Summary. The definition of
          "Normalized Hold" and "Actual Hold", as well as a further description
          of the accounting for the Games is set forth on Exhibit "C" attached
          hereto and made a part hereof for all purposes. The Tribe shall make
          payments to MBI for the Legal Allocation, Service Allocation and
          Marketing Allocation, as further set forth on Exhibit "C." If the
          Tribe elects to participate in the "Prize Balancing" program (only if
          "Normalized Hold" is elected), as set forth on Exhibit "C", the Tribe
          shall also make payments to MBI in the amount of one and one-half
          percent (1.5%) of the Normalized Hold. All of the Rent/License Fee, as
          well as the payments for the Legal Allocation, Service Allocation,
          Marketing Allocation, and Prize Balancing, if applicable, shall be
          paid to MBI through the Cash Management System described in Section 5
          below.

     5.   Cash Management System. The Tribe shall be solely responsible for the
          ----------------------
          allocation, disbursement and distribution of all revenues generated
          from the Games (the "Cash Management System") subject to the terms and
          conditions of this Agreement, including without limitation Exhibit
          "C," the Act and any other applicable law. During the Term, all
          Rent/License Fees, payments for the Legal Allocation, Service
          Allocation, Marketing Allocation, and Prize Balancing, if applicable,
          or fees or payments of any sort to be paid to MBI under this Agreement
          or otherwise ("Payments") shall be deposited daily directly to a
          separate account of MBI in a bank (the "Bank") chosen by MBI. The
          Payments shall be in the amounts set forth on the "Reconciliation"
          section of the "MegaNanza Sales Summary" report, a sample of which is
          attached hereto as Exhibit "G" and made a part hereof for all
          purposes. If the Tribe has chosen to operate under an "Actual Hold"
          basis, the Payments, as reflected on the Reconciliation reports, shall
          only be made for each Game Day in which the Actual Hold is greater
          than zero ($0.00). The Payments for each "Game Day" (commencing at
          8:00 a.m. Central Time and ending 24 hours later at 8:00 a.m.) shall
          be deposited by the Tribe in the Bank on or before 4:30 p.m. of the
          following Game Day (i.e., 4:30 p.m. of the afternoon following the
          8:00 a.m. close of business for each Game Day), or on such other basis
          mutually agreed to in writing by the Parties. Any failure by the Tribe
          to make such Payments shall be a material default under this
          Agreement, and MBI shall have all rights and remedies under this
          Agreement and applicable law, including, but not limited to, the right
          to enter the Indian Lands of the Tribe during any period in which the
          Payments are in

           Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                       2

<PAGE>

          arrears in order to suspend the operation of the Equipment and
          terminate the playing of the Games. (All references to time in this
          Agreement shall be to Central Time Austin, Texas.)

               The Tribe shall be solely responsible for complying with
          applicable laws, rules and regulations relating to the collection and
          distribution of revenues from the Games and shall indemnify, defend
          and release MBI from any claim, loss, damage or suit relating to such
          revenues. Both the Tribe and MBI shall have continuing access to the
          "MegaNanza Sales Summary" report or any other report generated by the
          MegaNanza System, in the forms attached hereto as Exhibit "G". Such
          reports are generated by the MegaNanza System on a daily basis and
          shall be used to make the calculations required for the Payments as
          set forth herein. The Tribe shall also provide such other information
          relating to the matters covered hereunder as MBI may reasonably
          request.

     6.   Accounting. All books of account and financial statements related to
          ----------
          the operation of the Games and the Cash Management System shall be
          maintained by the Tribe in accordance with generally accepted
          accounting principles and shall comply with the Act and any other
          applicable law.

     7.   Audits. MBI, at its own expense, shall have the right to perform or
          ------
          cause to be performed weekly audits of all revenues from the Games.
          MBI shall have the right to inspect the Cash Management System,
          including all books of account at all times with reasonable notice to
          the Tribe. MBI may conduct, at its own expense, additional independent
          audits of the Cash Management System and books of account.

     8.   Title to and Location of Equipment. Title to the Equipment shall at
          ----------------------------------
          all times remain with MBI subject to the terms, conditions and rights
          of the Tribe under this Agreement. The Tribe shall, at all times,
          protect and defend, at its own cost and expense, the ownership of MBI
          from and against all claims, liens and legal processes of creditors of
          the Tribe and/or the tribal gaming enterprise and keep all the
          Equipment free and clear from all such claims, liens and processes.
          The Equipment is and shall remain personal property. Upon the
          expiration or termination of this Agreement, the Tribe shall allow MBI
          to retrieve the Equipment, which shall be unencumbered by the Tribe,
          and in the same condition as when received by the Tribe, reasonable
          wear and tear resulting from use thereof alone excepted. MBI shall
          have the right from time to time during reasonable business hours to
          enter the Facility, as defined below, or elsewhere for the purpose of
          confirming the existence, condition and proper maintenance of the
          Equipment, with reasonable notice. So long as the Tribe shall not be
          in default under this Agreement, the Tribe shall be entitled to the
          possession and use of the Equipment in accordance with the terms
          hereof. The Equipment shall only be used in the conduct of the lawful
          business of the Tribe by the Tribe. The Tribe shall use the Equipment
          only at the [Casino] located in ________________, _______, __________]
          (the "Facility"). The Tribe shall not, without MBI's prior consent,
          remove the Equipment from the Facility, part with possession or
          control of the Equipment or attempt or purport to sell, pledge,
          mortgage or otherwise encumber any of the Equipment or otherwise
          assign, sublease, dispose of or encumber any right or interest under
          this Agreement. MBI shall further have the right to remove the
          Equipment upon any termination of this Agreement. The Tribe shall not,
          on its own, install or operate, or cause or allow any third party to
          install or operate, any software or other programs or equipment on the
          Equipment or utilize the MegaNanza System for any purpose other than
          the uses contemplated under this Agreement, without the express
          written consent of MBI.

     9.   Limited Warranty and Disclaimer. MBI warrants that the Equipment shall
          -------------------------------
          be suitable for the operation of the Games and will so operate for a
          period of ninety (90) days after installation. Otherwise, THE TRIBE
          ACKNOWLEDGES AND AGREES THAT MBI HAS NOT MADE AND MAKES NO
          REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, DIRECTLY OR
          INDIRECTLY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
          REPRESENTATIONS OR WARRANTIES CONCERNING THE EQUIPMENT WITH RESPECT TO
          SUITABILITY, DURABILITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
          PURPOSE.

          Tribe         MBI

Initials  _______ _______                             MBI - MegaNanza (Rental)

                                       3

<PAGE>

     10.  Equipment Installation and Service. MBI shall install the Equipment at
          ----------------------------------
          the Facility and shall repair and maintain the same at its sole
          expense during the Term hereof in a commercially reasonable manner.
          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. All repairs, replacements, parts, devices, accessories, and
          improvements of whatsoever kind or nature furnished or affixed to the
          Equipment shall belong to and become part of the property of MBI. Any
          breach of the provisions of this section shall be a material default
          under this Agreement.

     11.  Software and Supporting Equipment. The following terms and conditions
          ---------------------------------
          shall govern the limited purpose license of the Software and
          Supporting Equipment hereunder.

          11.1 "Software and Supporting Equipment" shall mean the MBI computer
               -----------------------------------
               software and related documentation and certain supporting
               equipment described in Exhibit "B" and includes certain enhanced,
               modified and updated versions of the Software and Supporting
               Equipment that may be hereafter developed by MBI, which is also
               described on Exhibit "B." The Tribe shall be responsible for
               operating the Software and Supporting Equipment and implementing
               any and all procedures for the conduct of the Software and
               Supporting Equipment under the Act and other applicable law.

          11.2 Rights in Software. The Tribe shall use the Software and
               ------------------
               Supporting Equipment exclusively for the operation of the Games
               and shall not incorporate the Software and Supporting Equipment,
               whether in whole or in part, or the Software's code or user
               interface information, into any product for distribution or use
               by any party. Except for the rights enumerated in this Agreement,
               the limited license hereby granted to the Tribe does not include
               a grant to the Tribe of any other rights to, title, ownership,
               security interest, or other interest in any intellectual property
               of MBI.

          11.3 Delivery. All applicable Games and Software and Supporting
               --------
               Equipment shall be delivered to the Tribe in an appropriate
               medium or media (as determined by MBI) on or as soon as
               practicable after the Effective Date, subject to the approval of
               the Tribe or the Tribe's gaming commission, if required. In the
               event that delivery shall be incomplete, MBI shall deliver to the
               Tribe all other components of the Software and Supporting
               Equipment that may be reasonably requested from time to time in
               order to accomplish complete delivery of the Software and
               Supporting Equipment.

          11.4 Software and Supporting Equipment Maintenance. MBI shall install
               ---------------------------------------------
               and support the Software and Supporting Equipment at the Facility
               in the appropriate manner as determined by MBI. Subject to the
               earlier expiration of the Term, for a period of at least three
               (3) years after the Effective Date, such installation and support
               shall include basic upgrades of the current version of the Back
               Office Host System (as defined in Exhibit "B") as well as basic
               upgrades of the current versions of the Game Software and the
               Universal Data Management System initially licensed hereunder and
               listed on Exhibit "B." If the Parties elect to renew this
               Agreement, then such support shall continue; provided, however,
                                                            --------  -------
               that MBI shall have the right, in its discretion, to substitute
               new versions of the Software to the extent that older versions
               have been discontinued. MBI and the Tribe shall use commercially
               reasonable efforts to negotiate additional software greements or
               amend this Agreement to cover new versions of the Software and
               Supporting Equipment which may be developed by MBI from time to
               time and which may be of interest to the Tribe. MBI shall also
               provide the Tribe with a reasonable amount of training and
               technical assistance concerning the Software and Supporting
               Equipment at no charge. MBI shall perform the Software and
               Supporting Equipment maintenance specified in this Agreement so
               long as the Tribe is current on its payments to MBI under this
               Agreement. The Tribe shall allow MBI full access to the Facility
               at all times for purposes of installing, repairing or maintaining
               the Software

               Tribe       MBI

Initials       _______     _______                      MBI - MegaNanza (Rental)

                                       4

<PAGE>

          and Supporting Equipment (and any breach hereof shall be a material
          default under this Agreement).

          11.5 Limited Warranties and Remedies.
               -------------------------------

          A.   MBI warrants that, for a period of ninety (90) days after
          installation, the Software and Supporting Equipment will operate
          suitably with the Equipment.

          B.   EXCEPT FOR THIS EXPRESS LIMITED WARRANTY, THE TRIBE ACCEPTS
          THE SOFTWARE AND SUPPORTING EQUIPMENT "AS IS," WITH NO OTHER EXPRESS
          OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING, WITHOUT
          LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
          PURPOSE. MBI DOES NOT WARRANT THAT THE TRIBE'S USE OF THE SOFTWARE AND
          SUPPORTING EQUIPMENT WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE
          FUNCTIONS CONTAINED IN THE SOFTWARE AND SUPPORTING EQUIPMENT WILL MEET
          THE TRIBE'S REQUIREMENTS. TO THE EXTENT THE SOFTWARE CONTAINS OBJECT
          CODE OR SOURCE CODE WHICH MBI HAS LICENSED FROM A THIRD PARTY, MBI
          EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE OR AGAINST
          INFRINGEMENT AND LICENSES TO THE TRIBE ONLY SUCH RIGHTS AS MBI MAY
          HAVE UNDER THE APPLICABLE THIRD PARTY LICENSE.

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

          D.   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 ONE YEAR AFTER THE
          CAUSE OF ACTION IS OR REASONABLY SHOULD HAVE BEEN DISCOVERED.

     12.  Duties of the Tribe; Floor Space; Class III operations.
          ------------------------------------------------------

          12.1 Facility Services. The Tribe shall be solely responsible for
               -----------------
          providing, at its sole cost and expense, secure space on Indian Lands
          of the Tribe for the installation, maintenance and operation of the
          Equipment, Software and Supporting Equipment under applicable law,
          including the Act. The Tribe shall be solely responsible for
          providing, at its sole cost and expense, all necessary personnel to
          operate the Equipment, Software and Supporting Equipment. In addition,
          the Tribe shall bear those costs and expenses associated with
          equipping and preparing the Facility for use, including without
          limitation the following services: electrical power, communication
          cabling, space in the Facility for the Back Office Host System, a
          station for the manned point of sale, and any and all costs and
          expenses associated with the Facility's staff for the training and
          operation of the Equipment, Games and the general system, any and all
          costs associated with the payment of prizes for the Games (subject to
          Prize Balancing, if applicable), and any and all costs of the
          ancillary products consumed in the operation of the equipment,
          including but not limited to: printer ribbons, printer paper, roll
          paper, mag-stripe player cards, bill acceptor cleaning pads, magnetic
          discs and CD's.

          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                       5

<PAGE>

          12.2 Game Procedures. The Tribe shall be responsible for operating the
               ---------------
          Games and implementing any and all procedures for the conduct of the
          Games under the Act and other applicable law (the "Game Procedures").

     13.  Default. Any of the following events or conditions shall constitute a
          -------
          default by the Tribe under this Agreement:

          13.1 Failure to pay the Rent/License Fee or any other sums due
          hereunder when due;

          13.2 Any other breach of the terms and conditions of this agreement,
          which breach continues for fifteen (15) days after notice thereof
          from MBI; provided however, that where the Tribe commences curing,
                    -------- -------
          and such breach cannot be cured within such 15-day period, such period
          shall be extended for such period of time as reasonably required to
          complete such curing;

          13.3 If any writ or order of attachment, execution or other legal
          process against the Tribe is levied on any or all Equipment and not
          released or satisfied within ten (10) days;

          13.4 If the Facility where the Equipment is to be installed ceases
          doing business;

          13.5 The voluntary or involuntary commencement of a proceeding in
          bankruptcy, receivership, or insolvency against the Tribe, the tribal
          enterprise or their property; a general assignment for the benefit of
          creditors by the Tribe or the tribal enterprise; or if the Tribe or
          the tribal enterprise shall enter into an agreement or composition
          with its creditors; if the Tribe ceases to be federally recognized or
          if Class II gaming ceases to be legal on the Indian Lands of the
          Tribe; or if the lands on which the Facility is located are determined
          not to be Indian lands;

          13.6 If any certificate, statement, representation, or warranty
          furnished by the Tribe proves to be false in any material respect; or
                                                                             --
          13.7 If the condition of the affairs of the Tribe or the tribal gaming
          facility shall so change as to, in the sole opinion of MBI, impair
          MBI's security or increase the credit risk involved.

     13A. Default. Any of the following events or conditions shall constitute a
          -------
          default by MBI under this Agreement:

          13A.1 Any breach of the terms and conditions of this Agreement which
          breach continues for fifteen (15) days after written notice thereof
          from the Tribe; provided, however, that where MBI commences curing and
          such breach cannot be cured within such 15-day period, such period
          shall be extended for such period of time as reasonably required to
          complete such curing;

          13A.2 If MBI ceases doing business as a going concern;

          13A.3 The commencement of a proceeding in bankruptcy, receivership, or
          insolvency against MBI or its property or if MBI shall enter into an
          agreement or composition with its creditors; or
                                                       --

          13A.4 If any certificate, statement, representation or warranty
          furnished by MBI proves to be false in any material respect.

     14.  Remedies. Upon the happening of any event of default as set forth in
          --------
     Section 13 hereof, in addition to and not in limitation of any other rights
     and remedies MBI may have under applicable law, MBI shall have the right,
     but not the obligation, to do the following without demand or notice of any
     kind:

          14.1 Declare due, make demand in arbitration, sue for, and receive
               from the Tribe the sum of all Rent/License Fee and/or any other
               amounts due and owing under this Agreement plus

          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                       6

<PAGE>

          all court costs, attorneys fees and related expenses incurred by MBI
          in the course of any legal proceedings commenced hereunder.

     14.2 Retake possession of any and all Equipment, Software and/or Supporting
     Equipment without any court order or other process of law. For such
     purpose, MBI may enter the Facility or upon any premises where such
     Equipment, Software and/or Supporting Equipment is located and remove same
     therefrom without being liable to any suit, action or other proceeding by
     the Tribe. THE TRIBE HEREBY WAIVES ANY AND ALL RIGHTS TO NOTICE AND TO
     JUDICIAL HEARING WITH RESPECT TO THE REPOSSESSION OF THE EQUIPMENT BY MBI.

     14.3 Terminate this Agreement as to Equipment, Software and/or Supporting
     Equipment.

     14.4 Terminate any other lease or agreement between MBI and the Tribe;
     and/or
     ------

     14.5 Pursue any other remedy at law or in equity.

14A. Remedies. Upon the happening of any event of default as set forth in
     --------
     Section 13A hereof, in addition to and not in limitation of any other
     rights and remedies the Tribe may have under applicable law, the Tribe
     shall have the right, but not the obligation, to do the following without
     demand or notice of any kind:

     14A.1 Terminate this Agreement as to any or all Equipment, Software and/or
     Supporting Equipment.

     14A.2 Terminate any other lease or agreement between MBI and the Tribe
     relating to gaming, including without limitation the Software Agreement;
     and/or

     14A.3 Pursue any other remedy at law or in equity.

15.  Disputes. Any dispute among the Parties 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 its sovereign immunity only to the extent
     required to give effect to the provisions of this Section 15. The
     provisions of this Section 15 shall survive any termination of this
     Agreement.

16.  Additional Provisions. The remaining terms and conditions of this Agreement
     ---------------------
     consisting of Sections 17 through 44, are set forth on Exhibit "F" to this
     Agreement, which is attached hereto and made a part hereof for all
     purposes. The terms and conditions contained in Exhibit "F" are hereby
     agreed to by the Parties, and shall apply to this Agreement.

          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                       7

<PAGE>

     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.

     TRIBE:                       :    MBI: MEGABINGO, INC.
           -----------------------

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



     By:                               By:
         -------------------------         -----------------------------
     Name:                             Name:
           -----------------------           ---------------------------
     Title:                            Title:
            ----------------------            --------------------------

     |_|      Option 1. The Tribe selects the payment option based on
              "Normalized Hold," with "Prize Balancing," as described in
               this Agreement.

     |_|      Option 2. The Tribe selects the payment option based on
              "Normalized Hold," without "Prize Balancing," as described in
              this Agreement.

     |_|      Option 3. The Tribe selects the payment option based on "Actual
              Hold," as described in this Agreement.

          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)


                                        8

<PAGE>



                                   EXHIBIT "A"
                  MEGANANZA(TM) MZA 2001 BINGO SYSTEM AGREEMENT
                          (RENTAL) AND SOFTWARE LICENSE
                            INITIAL PALETTE OF GAMES

                                     Group A

Group A: Games available to choose from upon initial order of ____ machines or
         more. Maximum one game choice per ___ machines ordered.

Group B: Additional game choices available upon full implementation of Game
         Palette:

Note 1: Alternative Games choices for the Games listed in Group B above may be
substituted by MBI at its discretion.

Note 2: All game choices and dates of availability are dependent upon approval
by the relevant tribal, state and/or federal regulatory bodies.

Note 3: All game names are in the process of federal trademark/service mark
registration and may change if they cannot be registered.

Note 4: Additional game choices (not enumerated above) and new machine designs
will be quoted for an additional charge - at MGAM's then available terms and
pricing. Changes in glass, custom glass, game graphics, new graphics, and new
games can be quoted for an additional charge.


          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                       9

<PAGE>

                                   EXHIBIT "B"

                      MEGANANZA(TM) BINGO SYSTEM AGREEMENT
                          (RENTAL) AND SOFTWARE LICENSE

                                    EQUIPMENT

     The following equipment will be installed at the ___________ located in
________ (the "Facility").

     ITEM                                      NO.                UNIT PRICE**
     ----                                      ---                ------------

     Electronic Player Stations, upright                          N/A - Rental

     The first _____ Player Stations and associated Back Office Host System (see
below) shall be delivered and installed on a schedule mutually acceptable to the
Parties within 30 days of the execution of this agreement. The remaining Player
Stations shall be delivered and installed within ______ days of the execution of
this agreement.

     .               LIST OF SOFTWARE AND SUPPORTING EQUIPMENT

     .    Back Office Host System. The Back Office Host System is the current
          package of software and equipment comprising a host system which
          includes a game host computer, one or more central computers and
          certain local area network software and equipment, to control the
          computer network and to provide central control of accounting
          functions. The Tribe's Back Office Host System is Version No. 1.0.

     .    Universal Data Management System ("UDMS") (as available). The UDMS is
          the current package of software offered by MBI which provides
          additional support and services for the Equipment, Games and other
          Software, including without limitation reporting, auditing and account
          management features. The Tribe's UDMS package is Version No. 1.0.

     .    The current versions of the game software for the Games listed on
          Exhibit "A", including:

                           Graphical Reproductions;
                           Sound;
                           Prize Structure;
                           Pay Tables.

     .    Two (2) manned point-of-sale (P.O.S.) stations

     .    Two (2) "super" point-of-sale (P.O.S.) stations (capable of magnetic
          strip generation) Note: In the event that the Tribe decreases the
          number of machines/player stations at its Facility or the installation
          consists of fewer than 75 machines/player stations, MBI shall have the
          right to remove the appropriate number of the P.O.S. stations.

     MBI shall bear the costs associated with shipping, delivery and
installation of the equipment and software listed herein and shall provide at no
cost to the Tribe up to 40 hours training to facility and Tribal staff as
determined by the Tribe. The Tribe shall bear any costs associated with "site
preparation," including, but not limited to, the installation and/or enhancement
of facility electrical, communications, security, building and personnel
necessary for the ongoing operation of the games at the facility.

          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                       10

<PAGE>

                                   EXHIBIT "C"

                                   ACCOUNTING

     In the event the Tribe selects either Options 1or 2 herein, accounting for
the MEGANANZA Bingo System and the Games is based on "normalized" (expected)
calculations, which shall be based on the history of the operation and playing
of the Games.

     Definitions:
     -----------

     "Gross Sales" equals the total sum of all revenues generated from the
playing of the applicable Games(s) and/or use of the Equipment and Software and
Supporting Equipment.

     "Prizes Paid" equals the sum of all monies paid to players of the
applicable Games(s) as prizes under applicable Game rules and shall be reflected
in the "MegaNanza Sales Summary" report.

     "Legal Allocation" is defined as that portion of the Normalized Hold or
Actual Hold, as applicable, allocated under this Agreement to be expended to use
any and all regulatory and legal means to confirm classification of the Games as
"Class II" games under IGRA. The Legal Allocation shall be reflected in the
"MegaNanza Sales Summary" report.

     "Service Allocation" is defined as that portion of the Normalized Hold or
Actual Hold, as applicable, allocated under this Agreement to be expended as
maintenance for the Equipment and Software and Supporting Equipment, including
without limitation glass changes, with the exception of custom glass. The
Service Allocation shall be reflected in the "MegaNanza Sales Summary" report.

     "Marketing Allocation" is defined as that portion of the Normalized Hold or
Actual Hold, as applicable, allocated under this Agreement to be expended for
the advertising, general marketing and promotion of the Games on-site at the
Facility. The Marketing Allocation shall be reflected in the "MegaNanza Sales
Summary" report.

     "Target Percentage" is defined as the portion of Gross Sales that is, over
time, expected to be paid in prizes to players of the applicable Game(s). The
calculation of the Target Percentage is made by MBI based on the history and
playing of the applicable Game(s) at the Facility and/or other tribal gaming
facilities. The Target Percentage is adjusted on a periodic basis by MBI and as
new Game themes are implemented by MBI. The Target Percentage shall be reflected
in the "MegaNanza Sales Summary" report.

     "Target Prizes" is defined as Gross Sales, multiplied by the Target
Percentage and shall be reflected in the "MegaNanza Sales Summary" report.

     "Normalized Hold" equals Gross Sales, less Target Prizes and shall be
reflected in the "MegaNanza Sales Summary" report.

     "Actual Hold" equals Gross Sales, less Prizes Paid and shall be reflected
in the "MegaNanza Sales Summary" report.

     "Credit Value" is defined as the lowest amount that a player can wager to
participate in the applicable Game(s) under the rules governing such Game(s).

     "Prize Adjustment" equals Target Prizes, less Prizes Paid and shall be
reflected in the "MegaNanza Sales Summary" report.

     "Prize Pools" is defined as all revenues of the tribal gaming enterprise
allocated, under the applicable Game(s) rules, for Prizes Paid.

          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                       11

<PAGE>
     Allocations. A total of one and one-half percent (1.5%) of the Normalized
     ------------
Hold or Actual Hold, as applicable, is allocated among the following: Service
Allocation (0.5% of the Normalized Hold or Actual Hold, as applicable);
Marketing Allocation (0.5% of the Normalized Hold or Actual Hold, as
applicable); and Legal Allocation (0.5% of the Normalized Hold or Actual Hold,
as applicable).

     Payments; Miscellaneous. If the Tribe elects the "Normalized Hold" option,
     -----------------------
the Tribe shall be responsible for the Prizes Paid for the Games; provided,
                                                                  --------
however, that if the Tribe further participates in the "Prize Balancing"
-------
program, then MBI shall assist the Tribe in maintaining and accounting for the
Prize Pools and shall guarantee the Prizes Paid for the applicable Game(s), only
to the extent that there are insufficient funds in the Prize Pools.

     If the Tribe elects the "Actual Hold" option, the Tribe shall be
responsible for the Prize Pools for the Games.

     MBI shall be provide a daily "MegaNanza Sales Summary" report, which shall
contain a "reconciliation" section, in the form set forth on Exhibit "G," which
the Tribe shall have the ability to access and reproduce on the MegaNanza
System. This daily reconciliation report shall:

     a.   reflect the daily financial activity of the applicable Game(s) based
          on the Normalized Hold or Actual Hold, as applicable, and utilizing
          the Target Percentage(s), if applicable;

     b.   include the portion of Normalized Hold or Actual Hold, as applicable,
          paid by the Tribe participating in Prize Balancing;

     c.   incorporate the amounts for the Service Allocation, Marketing
          Allocation and Legal Allocation; and

     d.   reflect the appropriate deposits by the Tribe or reimbursements by
          MBI.

     The Tribe shall pay MBI the amounts for the Service Allocation, Marketing
Allocation and Legal Allocation set forth above, plus the Rent/License Fee and
any other amounts due under this Agreement, under the Cash Management System
described in Section 5 of this Agreement.

     If the Tribe is operating under a "Normalized Hold" basis, the Games may be
offered at different Credit Values and the defined Target Percentage may vary.
The Target Percentage shall always be determined before any session of a Game is
offered. Reasonable adjustments of the value of the Prizes Paid and the Target
Percentage may be requested by the Tribe and made by MBI, based upon the results
of the actual operations of the Games or projected future operations.

     A sample "MegaNanza Sales Summary," based on "Normalized Hold with Prize
Balancing" is included as Exhibit G.

          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)
                                       12

<PAGE>

                                   EXHIBIT "D"
                      MEGANANZA(TM) BINGO SYSTEM AGREEMENT
                          (RENTAL) AND SOFTWARE LICENSE

                            DESIGNATED REPRESENTATIVE

     The initial Designated Representatives for MBI shall be
_____________________. The initial Designated Representative for the Tribe shall
be ______________________________.

          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                       13

<PAGE>

                                   EXHIBIT "E"
                      MEGANANZA(TM) BINGO SYSTEM AGREEMENT
                          (RENTAL) AND SOFTWARE LICENSE

                                TRIBAL RESOLUTION
                                     SAMPLE
                            Resolution No.___________

RESOLUTION OF THE ____________________ [BUSINESS COMMITTEE] TO ENTER INTO MBI
EQUIPMENT AGREEMENT (RENTAL) AND SOFTWARE LICENSE (THE "AGREEMENT") WITH
MEGABINGO, INC., A DELAWARE CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF
MULTIMEDIA GAMES, INC., A TEXAS CORPORATION.

     WHEREAS: the _______________ tribe of _______________ is a federally
              recognized Indian tribe, governed by a [Constitution and Bylaws]
              pursuant to _____________________________.

     WHEREAS: under the above mentioned Constitution and Bylaws adopted by the
              _________________ [Business Committee/Tribal Council, etc.] on
              ______________ and recognized by the Secretary of the Interior the
              __________________[Business Committee] has certain powers, and

     WHEREAS: under _______________ of the Tribal Constitution the Business
              Committee is empowered to exercise the responsibility to approve
              or disapprove contracts or agreements with private persons, or
              with corporate bodies, and

     WHEREAS: the manager of the tribal gaming facility (the "Facility")
              recommends that the Agreement be entered into with MegaBingo,
              Inc., a Delaware Corporation and a Wholly Owned Subsidiary of
              Multimedia Games, Inc., a Texas Corporation ("MBI") will provide
              Multimedia Game's _______________, and associated games
              (the "Games"), and

     WHEREAS: the _______________ [Business Committee] agrees that it is to the
              Tribe's economic and financial benefit for the Tribe to enter into
              the Agreement with MBI, and

     WHEREAS: MBI is in the business of providing technical, financial and other
              services required for the conduct of the Games, hereby defined as
              lawful games on "Indian Lands" as defined in the Indian Gaming
              Regulatory Act, Public Law 100-497, the "Act", and

     WHEREAS: the parties to the Agreement understand and agree that the Games
              to be conducted at the Facility under and in connection with the
              Agreement initially shall be [a series of Class II games described
              in Exhibit "A" of the Agreement,] and shall thereafter include
              such other games as may be selected from time to time in
              accordance with the terms of the Agreement which are legally
              conducted under applicable law including the Act, and

     NOW THEREFORE BE IT RESOLVED: that the [Business Committee] of the
_______________ Tribe in consideration of the mutual premises and covenants of
the parties contained in the Agreement hereby approves and supports this
resolution for the Tribe to enter into the Agreement with MBI and agrees to all
the terms and conditions of said Agreement.

     NOW, THEREFORE, BE IT FURTHER RESOLVED, that the [Chairman of the Business
Committee] of the _______________ Tribe of _______________, or in the absence of
the Chairman, the Vice Chairman, is hereby authorized to sign, execute and
negotiate on behalf of the Tribe the Agreement and all further contracts,
agreements and amendments thereto 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 the Agreement, and such
execution is in compliance with all tribal, federal and other applicable laws,
regulations and ordinances.

          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                       14

<PAGE>

                                   EXHIBIT "F"

                      MEGANANZA(TM) BINGO SYSTEM AGREEMENT
                          (RENTAL) AND SOFTWARE LICENSE

                         ADDITIONAL TERMS AND CONDITIONS

     17.  Fee Assessments. The Tribe shall be responsible for including the
          ----------------
          assessable gross revenues from the Games in its quarterly statements
          of the NIGC and remitting the amount of the fee owed as required by 25
          C.F.R. Part 514. MBI shall not be liable for any such fee assessments.
          Furthermore, the Tribe hereby agrees that in all instances the pricing
          under this Agreement excludes fees, taxes, or licenses that may be
          required by governmental entities, or other third parties, which would
          require additional charges to the MBI or the Tribe under this
          Agreement.

     18.  Communication Between the Parties. The Tribe hereby agrees to
          ----------------------------------
          designate one tribal representative to facilitate communication,
          cooperation and coordination with MBI and to represent the Tribe in
          all matters pertaining to this Agreement (the "Designated
          Representative"). The Designated Representative shall meet with MBI
          from time to time upon the reasonable request of either Party to
          discuss any matter relating to the Equipment or the Games or any other
          matter under this Agreement. The Designated Representative shall be
          the primary contact for MBI relating to this Agreement and shall be
          authorized by the Tribe to grant all necessary approvals and/or
          consents for the Tribe required under this Agreement. MBI agrees to
          designate two (2) or more officers to act as primary contacts for the
          Designated Representative. The Tribe may change the Designated
          Representative, and MBI may change its designated contact persons, by
          giving written notice to the other Party. The initial Designated
          Representative and MBI's initial designated contact persons under this
          Section 18 shall be those persons identified on Exhibit "D" attached
          hereto and made a part hereof.

     19.  Use of Subcontractors. In its sole discretion, MBI may use
          ----------------------
          subcontractors in connection with its performance of installation and
          maintenance under this Agreement. Upon written request by the Tribe,
          MBI shall provide the Tribe with the names and addresses of the
          principals of all subcontractors and any other information required
          for any review or approval thereof mandated by applicable federal law.

     20.  Indemnification by the Tribe. The Tribe agrees to indemnify and hold
          -----------------------------
          MBI, its parent company, subsidiaries, affiliated companies, officers,
          directors, shareholders, employees, agents and representatives
          harmless from and against any and all claims, damages, liabilities,
          costs and expenses, and causes of action held by the Tribe or third
          parties, including reasonable attorneys' fees, resulting from:

          20.1 Any acts or omissions of the officers, directors, employees,
          agents, servants or any other person or party for whom the Tribe is
          responsible by law in connection with the Tribe's performance of this
          Agreement or in connection with the operation of the Equipment,
          Software, Supporting Equipment or the Games;

          20.2 The Tribe's failure to obtain any consents required under any
          applicable laws and/or regulations or to otherwise comply with the
          provisions thereof;

          20.3 The Tribe's use of the Equipment, Software, Supporting Equipment
          or Games and any information furnished to it by MBI or its
          contractors, subcontractors, representatives and agents in any manner
          which is not in accordance with the terms of this Agreement, the Act
          or other applicable law; or
                                   --

          20.4 The Tribe's breach of any of its representations and warranties
          contained in this Agreement.

          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                     15

<PAGE>

     21.  Representations and Warranties of MBI. In addition to the
          --------------------------------------
          representations and warranties contained elsewhere in this Agreement,
          MBI represents and warrants to the Tribe that:

          21.1 MBI is a corporation, duly organized, validly existing and in
          good standing under the laws of Delaware, and has all requisite power
          and authority to transact the business it transacts; and
                                                               ---

          21.2 MBI has the full corporate right, power and authority to enter
          into this Agreement and to consummate the transactions contemplated
          hereby, and this Agreement is valid and legally binding on MBI.

     22.  Representations, Warranties and Certifications of the Tribe. In
          ------------------------------------------------------------
          addition to the representations and warranties contained elsewhere in
          this Agreement, the Tribe represents and warrants to MBI that:

          22.1 The Tribe is a federally recognized Indian tribe and has all
          requisite power and authority to transact the business it transacts;

          22.2 The Tribe has the full right, power and authority to enter into
          this Agreement and to consummate the transactions contemplated hereby,
          and this Agreement has been duly authorized by all requisite actions
          of the governmental bodies of the Tribe and are valid and legally
          binding on the Tribe;

          22.3 The Tribe has obtained all requisite approvals under the
          applicable law or regulation to enter into and perform under the terms
          of this Agreement and shall submit to MBI a copy of such approvals
          upon the execution of this Agreement;

          22.4 The Tribe certifies that attached to this Agreement as Exhibit
          "E" is a resolution of the governing body of the Tribe, certified by
          the appropriate tribal 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 and of the Designated Representative
          designated under Section 18 above; and (iii) identifying the
          provision(s) of the organic document of the Tribe (e.g. tribal
          constitution or statute) which authorizes this Agreement; and

          22.5 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 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 22.5 shall survive any termination of
          this Agreement.

               The lands on which the Facility is located and within which the
          Equipment, Software and Supporting Agreement will be placed are Indian
          Lands.

     23.  Taxes. The Tribe agrees that, during the term of this Agreement, in
          ------
          addition to the Rent/License Fee and any other fees and payments to be
          paid by the Tribe to MBI, it shall promptly pay all taxes, assessments
          and other governmental charges levied or assessed upon the Equipment,
          or relating to this Agreement, exclusive of franchise taxes and taxes
          measured by the income of MBI. The Tribe and/or the Facility shall be
          responsible for filing all documents and forms with the Internal
          Revenue Service relating to the matters covered under this Agreement
          and the filing and the collection of federal taxes, including without
          limitation all required W-2G reporting to the Internal Revenue
          Service, using the Tribe's and/or the Facility's federal tax
          identification number; provided, however, only if the Tribe
                                 --------  -------
          participates in the "Prize Balancing" program MBI shall be

          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                       16

<PAGE>

          responsible for filing W-2G documentation and reporting, using MBI's
          federal identification number, with the full cooperation of the Tribe
          and the employees of the Facility. The Tribe and/or the Facility
          shall, in any case, be responsible for providing all players of the
          Games, as applicable, with the printed forms for W-2G reporting
          required by the Internal Revenue Service at or prior to the time the
          prize monies are actually received by each player. If the Tribe is
          participating in the "Prize Balancing" program, the Tribe shall
          immediately forward the completed W-2G forms to MBI. Any fine(s)
          resulting from the failure to submit any form as required in this
          section shall be reimbursed to MBI by the Tribe.

     24.  Liability for Damage. The Tribe hereby assumes and shall bear the
          --------------------
          entire risk of loss for theft, loss, damage or destruction of the
          Equipment, Software or Supporting Equipment, from any and every cause
          whatsoever, from the time the Tribe takes delivery from MBI to the
          date of redelivery to MBI, if any. No such loss or damage shall impair
          any obligation of the Tribe under this Agreement, which shall continue
          in full force and effect. In the event of such loss or damage and
          irrespective of, but applying full credit for payment from any
          insurance coverage, the Tribe shall, at its own cost and expense, at
          the option of MBI: (a) place the same in good repair, condition and
          working order; or (b) replace the same with similar Equipment,
          Software or Supporting Equipment of equal value, taking into --
          account the depreciation of the Equipment, Software or Supporting
          Equipment at the time of its loss, destruction or damage thereof.

     25.  Insurance. MBI shall maintain commercially reasonable insurance on the
          ----------
          Equipment, Software or Supporting Equipment in its discretion.

     26.  MBI's Payment. In the case of the failure of the Tribe to pay taxes,
          --------------
          or to perform any other obligation of the Tribe under this Agreement,
          MBI shall have the right, but not the obligation, to pay such taxes or
          to perform such other obligation(s), as the case may be. In such
          event, the cost thereof shall be repayable by the Tribe, together with
          interest at the rate of eighteen percent (18%) per annum thereon or
          the maximum rate permitted by applicable law, whichever is less, until
          paid, within thirty (30) days after the Tribe's receipt of MBI's
          invoice therefor. In the event such invoice is not paid within such
          30-day period, then the Tribe or its agent in charge of the Cash
          Management System shall pay such costs to MBI from the Net Revenues in
          addition to the Rent/License Fee and any other fees or payments to be
          paid to MBI. Furthermore, the Tribe hereby agrees that in all
          instances the pricing under this Agreement excludes fees, taxes, or
          licenses that may be required by governmental entities, or other third
          parties, which would require additional charges to the Tribe under
          this Agreement.

     27.  Repossession. Should the Tribe fail or refuse to so return and deliver
          -------------
          the Equipment, Software or Supporting Equipment in accordance with the
          terms and conditions of this Agreement, MBI shall have the right,
          without notice or demand, to enter the Facility or any premises where
          the Equipment, Software or Supporting Equipment may be found and take
          possession of and remove the Equipment, Software or Supporting
          Equipment without legal process. The Tribe hereby releases any claim
          or right of action for trespass or damages caused by such entry or
          repossession.

     28.  Late Payments. Delinquent installments of the Rent/License Fee or any
          --------------
          other payment required hereunder shall bear interest at the rate of
          eighteen percent (18%) per annum thereon or the maximum rate permitted
          by applicable law, whichever is less, until paid.

     29.  Waivers. A waiver of any default under this Agreement shall not be a
          --------
          waiver of any other or a subsequent default.

     30.  Further Assurances. The Tribe shall execute and deliver to MBI, upon
          -------------------
          MBI's request, such instruments and assurances as MBI deems necessary
          or advisable for the confirmation or perfection of this Agreement and
          MBI's rights hereunder, including without limitation the filing or
          recording of this Agreement or any U.C.C. filings.

          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                       17

<PAGE>

     31.  Force Majeure. MBI shall not be liable to the Tribe or any third party
          --------------
          for the failure of the Equipment, Software, Supporting Equipment or
          Games to operate due to an act of God; fire; casualty; government
          codes, ordinances, laws, rules, regulations or restrictions; war or
          civil disorder; act or decision of a governmental authority;
          injunction; technical difficulties; failure of satellite
          communications or electrical or telephone power transmission lines or
          facilities; strike or labor dispute; or any other cause whether or not
          beyond the control of MBI or its contractors, sub-contractors,
          representatives and agents. In the event of any such occurrence(s)
          MBI, at its option, may terminate this Agreement or suspend and defer
          its performance hereunder without incurring any liability to the Tribe
          or any entities or individuals whose claims are predicated upon the
          operation of the Equipment, Software, Supporting Equipment or the
          Games.

     32.  Expenses; Independent Contractor; Management Agreement. Each Party
          -------------------------------------------------------
          shall be solely responsible for all expenses incurred by it in the
          performance of this Agreement. The Tribe and MBI specifically
          understand and agree that MBI is and shall be and remain at all times
          under this Agreement an independent contractor and not the servant,
          agent or employee of the Tribe and that MBI shall be free from
          interference or direction from the Tribe as to the method of
          performance of MBI's installation and maintenance of the Equipment,
          Software or Supporting Equipment hereunder. MBI shall not have the
          authority, express or implied, to bind the Tribe with respect to any
          matter. The Parties acknowledge and agree that this Agreement does not
          create, nor is it intended to create, a management agreement,
          partnership, agency or any other relationship between the Tribe and
          MBI, and nothing in this Agreement is intended to authorize MBI to
          manage all or part of the Tribe's gaming operations. The Parties agree
          that this Agreement is not intended and shall not be construed to be a
          lease of land or a conveyance of an interest in land.

     33.  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, this Agreement, the Equipment and Software and
          Supporting Equipment or the 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. This
          confidential information shall include, but not be limited to, any and
          all information, data, know-how and documentation which is related to
          the Software and Supporting Equipment, including object-oriented
          database systems, source codes, language interfaces, database
          utilities, development tools, system internals, program strategies and
          business plans, as well as any information clearly marked as
          confidential or proprietary. 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 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, except for disclosures to third parties as necessary or
          convenient to the operation of the Equipment, Software or Supporting
          Equipment in accordance with the provisions of this Agreement. The
          provisions of this Section 33 shall survive any termination of this
          Agreement.

     34.  Attorneys' Fees. In any litigation or arbitration arising under or out
          ----------------
          of this Agreement, or in any action brought to compel the arbitration
          or to enforce the arbitration award, the prevailing Party shall be
          entitled to reasonable attorneys' fees and costs (including without
          limitation appellate fees and costs) from the non-prevailing Party.

     35.  Assignment. This Agreement shall not be assignable by either Party, in
          -----------
          whole or in part, without the prior written consent of the other Party
          which shall not be unreasonably withheld. Notwithstanding the
          preceding sentence, 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. Notwithstanding any other provision
          hereof, any assignment of or subcontract under

          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                       18

<PAGE>


          this Agreement shall not be valid unless approved by the BIA, the NIGC
          and/or other governmental agencies, if and for so long as such
          approval is required under applicable law.

     36.  Entire Agreement; Miscellaneous. 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
          relating to the subject matter hereof. This Agreement shall not be
          amended or modified 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
          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 applicable federal law, and if there is no such
          applicable federal law, then in accordance with the laws of the State
          of Oklahoma. The Parties shall each use their respective reasonable
          best efforts to obtain the consent or approval of each person or
          entity, if any, whose consent or approval shall be required in order
          to permit it to consummate the transactions contemplated hereby and to
          execute and deliver such instruments and to take such other action as
          may be required to carry out the transactions contemplated by this
          Agreement.

     37.  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 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.

     38.  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 by 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.

                  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:
                                           -------------------------------

                                    ---------------------------------------
                                    Telephone:
                                              ----------------------------

                                    Facsimile No.:
                                                  ------------------------

     39.  Severability. If any one or more of the provisions or part of a
          -------------
          provision contained in this Agreement shall for any reason be held to
          be invalid, illegal or unenforceable in any respect in any
          jurisdiction, such invalidity, illegality or unenforceability shall
          not affect the validity, legality or enforceability of this Agreement
          in any other jurisdiction or any other provision or part of a
          provision of this Agreement, but this Agreement shall be reformed and
          construed in such

          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                       19

<PAGE>

          jurisdiction as if such invalid, illegal or unenforceable provision or
          part of a provision had never been contained herein and such provision
          or part shall be reformed so that it would be valid, legal and
          enforceable in such jurisdiction to the maximum extent possible.

     40.  Counterparts. This Agreement may be executed in two or more
          -------------
          counterparts, each of which shall be deemed an original and all of
          which, taken 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.

     41.  Trademarks. In order to preserve the value of each Party's name and/or
          -----------
          any trademarks, service marks, trade names, or trade dress adopted
          and/or used by that Party from time to time (hereinafter referred to
          as "Marks"), no Party shall make any use of any Marks belonging to the
          other Party for any reason (e.g., in advertising, press releases, or
          other publicity), except solely as may be authorized in a written
          agreement between the Party owning the Marks and the Party wishing to
          use the Marks.

     42.  Exports. Each Party represents to and agrees with the other that it
          --------
          will comply with all applicable United States laws including all
          Export Administration regulations regarding the export of Software and
          Supporting Equipment and technology from the United States.

     43.  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.

          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                       20

<PAGE>

                                   EXHIBIT "G"
                      MEGANANZA(TM) BINGO SYSTEM AGREEMENT
                                  Sample Report

                           MEGANANZA(TM) SALES SUMMARY
<TABLE>
<CAPTION>


Location:       Casino Name
Game Date:      00/00/2001
Manager:        Manager Name
Fax #           000-000-0000

Sales Information

                                              --------------------------------------------------------------------
                                                  .25 Game        $1.00 Game      $5.00 Game        All Games
                                              --------------------------------------------------------------------
<S>                                             <C>            <C>                <C>              <C>

                                  Stations           15               14               6               35

                               Gross Sales           $70,955.75     $181,310.00       $26,955.00      $279,220.75
                                              --------------------------------------------------------------------

Prize Performance

                                              --------------------------------------------------------------------
                               Prizes Paid           $64,933.50     $183,389.00       $27,795.00      $276,117.50
                         Actual Percentage               91.51%         101.15%          103.12%           98.89%
                         Target Percentage               95.76%          95.76%           95.76%
                             Target Prizes           $67,947.23     $173,622.46       $25,812.11      $267,381.79
                                              --------------------------------------------------------------------
                          Prize Adjustment            $3,013.73     ($9,766.54)      ($1,982.89)      ($8,735.71)
                                              --------------------------------------------------------------------

Hold Per Station

                                              --------------------------------------------------------------------
                               Actual Hold            $6,022.25     ($2,079.00)        ($840.00)        $3,103.25
                          Actual Hold/Unit              $401.48       ($148.50)        ($140.00)           $88.66
                           Actual Hold Pct                8.49%          -1.15%           -3.12%            1.11%
                           Normalized Hold            $3,008.52       $7,687.54        $1,142.89       $11,838.96
                       Normalized Hold Pct                4.24%           4.24%            4.24%
                                              --------------------------------------------------------------------
                      Normalized Hold/Unit              $200.57         $549.11          $190.48          $338.26
                                              --------------------------------------------------------------------

Reconciliation

                           Normalized Hold                           $11,838.96
                        Service Allocation          0.005                $59.19                            $59.19
                      Marketing Allocation          0.005                $59.19                            $59.19
                          Legal Allocation          0.005                $59.19                            $59.19
                          Prize Management   Y      0.015               $177.58                           $177.58
                                  Net Hold                           $11,483.79
                      Net Tribe Commission          0.700             $8,038.65
                       Net MGAM Commission          0.300             $2,411.60                         $2,411.60
                          Prize Adjustment                           -$8,735.71                        ($8,735.71)
                                                    Net Deposit (Reimbursement)                        ($5,968.94)
</TABLE>
          Tribe       MBI

Initials  _______     _______                      MBI - MegaNanza (Rental)

                                       21