Exhibit 10.4

                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY

MEMORANDUM OF AGREEMENT entered into in the City of Montreal, Province of
Quebec, Canada, this 5th day of July, nineteen hundred and ninety-seven (1997)

BETWEEN:                      B.C.D. MECANIQUE LTEE, a legal person established
                              for a private interest under the laws of Canada,
                              having its head office at 1840, 1re Rue, Suite
                              102, Saint-Romuald, Province of Quebec, Canada
                              (G6W 5M6), herein acting and represented by Mr.
                              Real Berube, Its President, duly authorized as he
                              so declares,

                              (hereinafter referred to as "BCD");

AND:                          DEQ CASINO'S INT, a legal person established for a
                              private interest under the laws of Canada, having
                              its head office at 1840, 1re Rue, Suite 101,
                              Saint-Romuald, Province of Quebec, Canada (G6W
                              5M6), herein acting and represented by Mr. Marcel
                              Huard, its President, duly authorized as he so
                              declares,

                              (hereinafter referred to as "DEQ");

AND:                          AMUSEMENTS "EXTRA" INC., a legal person
                              established for a private interest under the laws
                              of Canada, having its head office at 1840, 1re
                              Rue, Suite 101, Saint-Romuald, Province of Quebec,
                              Canada (G6W 5M6), herein acting and represented by
                              Mr. Marcel Huard, its President, duly authorized
                              as he so declares,

                              (hereinafter referred to as "AEI");

AND:                          TEN STIX., INC., a legal person established for a
                              private interest under the law's of the United
                              States of America, having its head office at 3101
                              Riverside Dr., Idaho Springs, State of Colorado,
                              80452, United States of America, herein acting and
                              represented by Mr Thomas Sawyer, its President,
                              duly authorized as he declares,

                              (hereinafter referred to as "TSI");

WHEREAS BCD is the sole, true and absolute owner of all the rights, title and
interests in certain inventions entitled "Progressive Jackpot Gaming with Random
Prize Generation" and "Auxiliary Game with Random Prize Generation" (hereinafter
referred to as "BCD's Inventions" more fully described in Schedule "A" annexed
hereto to form an integral part hereof);

WHEREAS BCD is the manufacturer of a management and promotional system entitled
the Extra Match Game (hereinafter referred to as "BCD's Product") using BCD's
Inventions.

                                                                          TS0036

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                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY

                                      - 2 -


WHEREAS DEQ and AEI are the distributors of BCD's Product;

WHEREAS TSI has developed certain games entitled "Ten Stix 21" and "Shotgun 21"
consisting in more fully described in Schedule "B" annexed hereto to form an
integral part hereof (hereinafter collectively referred to as "TSI's Products")
and of which TSI is the sole, true and absolute owner of all rights, title and
interests as evidenced by the documents annexed hereto in Schedule "C" to form
an integral part hereof;

WHEREAS TSI is the sole, true and absolute owner of all the rights, title and
interest in a certain invention encompassing a certain part known as the
fidelity principle presently embodied in the "Bonus Light System" (hereinafter
referred to as "TSI's Invention"), more fully described in Schedule "D" annexed
hereto to form an integral part hereof;

WHEREAS BCD and TIS have been discussing authorizing TSI to continue to
manufacture, use, operate, sell and/or lease TSI's Products, which are directed
in part to the random prize generation principle in order to attempt to settle
any possible controversy between them involving BCD's position that TSI's
Products might possibly infringe upon certain parts of BCD's Inventions which
are covered by U.S. patent application no. 08/323,672 and U.S. patent
application "Continuation-in-part" no. 08/698,972, Canada patent application no.
2,118,434 and PCT international application no. PCT/CA95/00577;

WHEREAS BCD may obtain a patent relating to random prize generation;

WHEREAS the parties also view that it is likely that patent interferences will
be declared in the U.S. Patent and Trademark Office ("USPTO") and/or patent
infringements by TSI's Product involving patent applications and/or patents
filed by BCD with the USPTO or the Canadian Intellectual Property Office
("CIPO") or with any foreign patent issuing authority relating to random prize
generation;

WHEREAS to amicably settle current and prospective differences with respect to
BCD's Inventions and any possible patent infringement of BCD's Inventions by TSI
and to grant to TSI the right to continue to manufacture, use, operate, sell
and/or lease TSFs Products which might be covered by said patents owned by BCD
with the view of expediting the development and commercial utilization of any
product of BCD or TSI;

WHEREAS BCD is willing to allow TSI certain rights to continue to manufacture,
use, operate, sell and/or lease TSI's Products encompassing certain parts of
BCD's Inventions more fully described in Schedule "E" annexed hereto to form an
integral part hereof under the terms and conditions hereinafter set forth

WHEREAS TSI is willing to do same for BCD, DEQ and AEI under the terms and
conditions hereinafter set forth.

                                                                          TS0037

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                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY

                                      - 3 -

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1.   Definitions
     -----------

     1.1  The preamble shall form an integral part of this Agreement.

     1.2  The term "BCD's Inventions" shall mean and include the Progressive
          Jackpot Gaming with Random Prize Generation and the Auxiliary Game
          with Random Prize Generation, as more fully described in Schedule "A"
          hereof.

     1.3  The term "TSI's invention" shall mean and include that certain part of
          TSI's Invention known as the Bonus Light System, as more fully
          described in Schedule "B" hereof.

     1.4  "Patent" shall mean:

          (a)  all U.S., Canadian and/or PCT Patent Applications and Patent
               covering products and/or their use in applications encompassing
               BCD's Inventions or TSI's Invention which have been filed prior
               or contemporaneously to the execution date of this Agreement and
               are pending or issued on or before said date, or which are filed
               in the USPTO, CIPO or any other foreign patent issuing authority
               prior to the termination of this Agreement, as provided in
               Article 8 of this Agreement;

          (b)  any divisions, re-issues, continuations and continuation-in-part,
               Patent Applications of the Patents and Patent Applications
               contemplated in paragraph (a) to the extent that they claim
               subject matter which could have been claimed in a Patent
               Application which satisfies the requirement of paragraph (a);

          (c)  any Patent Application or Patent corresponding to any foreign
               patent application and patent to the Patents and Patent
               Application contemplated in paragraphs (a), (b); and

          (d)  any foreign Patent Application and Patent owned by the parties
               hereto covering products and/or their use in applications
               encompassing BCD's Inventions which do not have any U.S. or
               Canadian Patent Application or Patent counterpart which have been
               filed prior to the execution date of this Agreement and are
               pending or issued on said date or which are filed prior to the
               termination of this Agreement as provided for in Article 8 of
               this Agreement.

                                                                          TS0038

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                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY

                                      - 4 -

     1.5  "Patent Application" means an application which, if allowed by the
          USPTO or CIPO or any foreign patent issuing authority, will result in
          the issuance of a Patent.

2. Waiver
   ------

     2.1  BCD hereby waives all of its rights and possible recourses against TSI
          world-wide regarding any possible patent infringement of BCD's
          Inventions through the manufacture, use, operation, sale and/or lease
          by TSI of the Ten Stix Game.

     2.2  BCD hereby waives all of its rights and possible recourses against TSI
          in the Territory of the United States of America, including its
          possessions and protectorates, with regards to any possible patent
          infringement of BCD's Inventions through the manufacture, use,
          operation, sale and/or lease by TSI of the Shotgun 21 Game.

     2.3  Therefore,TIS shall be allowed by BCD to continue to personally
          manufacture, use, operate, sell and/or lease TSI's Products in their
          respective territory.

3. Grants
   ------

     3.1  In consideration of the above, TSI hereby grants to BCD, DEQ and AEI a
          world-wide, irrevocable, non exclusive, royalty-free and personal
          license right to use TSI's Invention in all its field of use, current
          and future, in any of BCD's present or future products.

     3.2  With respect to any modification, improvement, change and derivative,
          patentable or not, resulting and/or relating to TSI's Invention
          whether or not conceived, developed and/or reduced to practice by TSI
          alone or with the assistance of BCD as co-inventor, TSI grants hereby
          to BCD, DEQ and AEI the option to take a world-wide, irrevocable, non
          exclusive, royalty-free and personal license right to import, make, to
          have made, use, operate, manufacture, distribute, sell and sell for
          use products encompassing TSI's Invention and in all its field of use,
          current and future.Such option shall be exercised by the exercising
          parties providing a written notice to TSI

     3.3  Taxes : All taxes,duties, deductions or other charges arising out of
          or claimed or asserted to arise out of this Agreement shall be borne
          by both parties mentioned above in their respective country and/or
          territories in which they do business.

                                                                          TS0039

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                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY

                                     - 5 -

4. Scope
   -----

     4.1  TSI shall develop its best effort to file a Patent Application with
          the USPTO before the end of July 1997 for an invention encompassing
          the Bonus Light System and provide BCD with a copy of said patent
          application.

     4.2  Prior to the execution of this Agreement, TSI shall provide copies to
          BCD of any copyright title, trademark title to TSI's Products.

     4.3  After the execution of this Agreement, 1ST shall provide to BCD copies
          of any Patent and/or Patent Application regarding TSI's Invention
          within one (1) month of filing an application with the USPTO or any
          foreign patent issuing authority, or within one (1) month of acquiring
          any patent relating to any invention encompassing the Bonus Light
          System.

     4.4  TSI shall however not be required to provide to BCD copies of any
          Independent Patent acquired by TSI so long as BCD, DEQ and/or AEI does
          not have an exercise available for use under the option provided for
          in Section 3.2 of this Agreement. When such an exercise becomes
          available to BCD, DEQ and/or AEI, copies of all Patents and/or Patent
          Applications previously provided for shall then be sent to BCD.

     4.5  For the purposes of this Article copies of all continuation,
          continuation-in-part and divisional applications will be provided
          within thirty (30) days of the issuance date of the USPTO or any
          foreign patent issuing authority.

5. Warranties and Indemnification
   ------------------------------

     5.1  TSI hereby agrees and covenants not to convert or use, in any matter,
          the rights granted hereunder for its own use or advantage other than
          the use in the matter and to the extent authorized pursuant to this
          Agreement.

     5.2  It is understood between the parties that TSI's Products must stay in
          the present form, more fully described in Schedule "F" hereof, annexed
          hereto to form integral part of this Agreement, as presented to the
          President of AEI, Mr. Marcel Huard, on May 1st and 3,1997.

     5.3  TSI hereby covenants and agrees that neither of the two games
          hereinabove mentioned be changed or adapted to resemble in any form or
          matter whatsoever a certain product of BCD known as the management and
          promotional system entitled the "Extra Match Game", more fully
          described in Schedule "G" hereof annexed hereto to form an integral
          part of this Agreement, and which was disclosed by AEI on behalf of
          BCD to TSI and two of its officers, namely Mr. Tony Cranford and Mr.
          David Ogden, as evidenced in the minutes of the meeting held on May 2,
          1997 annexed hereto as Schedule "H" to form an integral part hereof.

                                                                          TSOO4O

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                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY

                                       -6-


     5.4  TIS warrants to BCD, DEQ and AEI that it has the unqualified lawful
          right to transmit, exchange or otherwise control and dispose of the
          rights granted under this Agreement.

     5.5  TSI shall indemnify and hold BCD, DEQ, AEI harmless from any breach of
          this warranty.

     5.6  No other rights, obligations or warranties, implied or express, or
          deemed to arise between the parties out of the performance of this
          Agreement other than those expressly recited herein are mutually
          agreed upon to in writing and made a part of this Agreement by the
          parties.

6. Disclaimers
   -----------

     6.1  If a patent infringement is called by any third party to this
          Agreement, BCD shall have no obligation to defend any claim or suit or
          to hold TIS harmless or immune or to indemnify TSI against any loss,
          cost, expense, payment or damage arising from any allegation of
          infringement or violation of any patent or other right or alleged
          right of such third party by reason of TSI's manufacture, use,
          operation, sale and/or lease of TSI's Products in their respective
          territory, as hereinabove defined, against TSI.

     6.2  TSI shall exonerate, hold harmless and indemnify BCD against any kind
          of claim or liability whatsoever arising out of any failure or alleged
          failure of TSI including, without limiting the generality of the
          foregoing, any patent infringement or any rights of any third party
          relating to TSI's Invention, claims of customers and users, members of
          the public or of any government, or any agency thereof or employees'
          claims as a result of the manufacture, use, operation, sale and/or
          lease of the TSI's Products in their respective territory, as
          hereinabove defined, called against TSI.

7. Termination
   -----------

     7.1  If TSI shall, at any time, commit any breach of any of the terms and
          conditions of this Agreement and shall fail to remedy such default or
          breach within thirty (30) days after the receipt of a written notice
          thereof from BCD, BCD may then, at its option and in addition to any
          other remedies which it may have at law or in equity, terminate this
          Agreement and all rights provided to TIS under this Agreement, by
          sending a note to TIS, in writing, to such effect.

                                                                          TSOO41

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                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY
                                       -7-

     7.2  BCD hereby reserves all of its rights to protect any Patent granted to
          it in relation to BCD's Inventions and to enforce such a protection by
          suing any infringing party, including TSI, upon termination of this
          Agreement, should it manufacture, use, operate, sell and/or lease any
          product infringing BCD's Inventions or continue to manufacture, use,
          operate, sell and/or lease TSI's Products once this Agreement is
          terminated for whatever cause.

     7.3  Failure on the part of BCD, to notify TSI of any violation of this
          Agreement or to terminate this Agreement because of any violation that
          would give BCD the right to terminate this Agreement shall not
          constitute a waiver of BCD's right to terminate this Agreement and all
          rights relating thereto because of such violation and any like or
          different subsequent violation.

     7.4  No termination of this Agreement for whatever cause shall affect the
          disclaimers of BCD under Article 7 of this Agreement or the
          obligations of TSI under Articles 3 and 7 of this Agreement

8. No Other Rights
   ---------------

     Title to all inventions shall remain with the party claiming ownership
     thereto and no tight, whether express or implied, relating to any invention
     is granted to the other party other than the use and to the extent
     authorized pursuant to this Agreement.

9. Assignment
   ----------

     This Agreement is personal to the parties and is not transferable or
     assignable in whole or in part and any such attempted assignment or
     transfer shall be void and shall constitute a breach of this Agreement.

10. Notices
    -------

     All notices required to be given under this Agreement shall be sent by
     registered mail and addressed as follows:

     10.1 to BCD:

          B.C.D. Mecanique Ltee
          1840, 1re Rue
          Suite 102
          Saint-Romuald (Quebec)
          G6W5M6
          Attention: Mr. Real Berube
          --------------------------

                                                                          TS0042

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                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY

                                      - 8 -


     10.2 to DEQ:

          DEQ CASINO'S INT
          1840, Ire Rue
          Suite 101
          Saint-Romuald (Quebec)
          G6W 5M6
          Attention: Mr. Marcel Huard
          ---------------------------

     10.3 to AEI:

          Amusements "Extra" Inc.
          1840, 1re Rue
          Suite 101
          Saint-Romuald (Quebec)
          G6W 5M6
          Attention: Mr. Marcel Huard
          ---------------------------

     10.4 to TSI:

          TEN STIX, INC.
          3101 Riverside Dr.
          Idaho Springs, CO 80452
          U.S.A.
          Attention: Mr. Thomas E. Sawyer, President
          ------------------------------------------

11.  Amendments
     ----------

     This Agreement can only be modified by a written amendment executed by both
     parties and made a part hereto by incorporation.

12.  Entire Agreement
     ----------------

     This Agreement constitutes the entire agreement between the parties and
     replaces and supersedes all other prior agreements, communications,
     arrangements, contracts, negotiations made between the parties regarding to
     the subject matter hereof

13.  Governing Law
     -------------

     This Agreement shall be construed in accordance with the laws of the
     Province of Quebec and of Canada, if applicable, without reference to the
     choice of law principles. The parties hereby covenant and agree that any
     issue pursuant to or in relation with this Agreement shall be definitely
     settled by a court of competent jurisdiction of the judiciary district of
     Montreal, Province of Quebec, to which the parties attorn.

                                                                          TS0043

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                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY

                                     - 9 -

14.  Confideatiality
     ---------------

     The parties hereto covenant and agree that they shall not disclose to any
     third party the terms and conditions of this Agreement, including any
     negotiation, discussion, documents and/or information exchanged between the
     parties regarding BCD's Inventions and BCD's Products as of May 1, 1997,
     which shall beconsidered confidential information by the parties. Should
     any party hereto wish to disclose any of the terms and conditions of this
     Agreement, it shall then seek from the other contracting parties prior
     written approval of such disclosure to any third party.

15.  Acknowledgement
     ---------------

     Each party acknowledges having received adequate explanation and/or counsel
     as to the nature and scope of its obligations under this Agreement, to
     understand such explanation and to be satisfied with it.

16.  Language
     --------

     The parties acknowledge having expressly requested that this Agreement be
     drafted in the English language. Les parties reconnaissent expressement
     avoir requis que cette convention soit redigee en langue anglaise.

IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers as of the date and place first hereinabove
mentioned.

                                            B.C.D. MECANIQUE LTEE

                                            By:  /s/  Real Berube
                                               -------------------------------
                                                      Real Berube, President


                                            DEQ CASINO'S INT

                                            By:  /s/  Marcel Huard
                                               -------------------------------
                                                      Marcel Huard, President


                                            AMUSEMENTS "EXTRA" INC.

                                            By:  /s/  Marcel Huard
                                               -------------------------------
                                                      Marcel Huard, President


                                            TEN STIX, INC.

                                            By:  /s/  Thomas E. Sawyer
                                               -------------------------------
                                                      Thomas E. Sawyer
                                                      President

                                            By:  /s/  Tony Cranford
                                               -------------------------------
                                                      Tony Cranford
                                                      Vice President

                                                                          TS0044

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                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY

                                  SCHEDULE "A"

                                BCD'S INVENTIONS

                                                                          TS0045

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                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY

                                  SCHEDULE "B"

                   DESCRIPTION OF TEN STIX 21 AND SHOTGUN 21

                                                                          TS0046

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                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY

                                  SCHEDULE "C"

                            TITLE TO TSI'S PRODUCTS

                                                                          TS0047

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                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY

                                  SCHEDULE "D"

                                TSI'S INVENTION

                                                                          TS0048

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                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY

                                  SCHEDULE "E"

                         DESCRIPTION OF PARTS OF TSI'S
                      PRODUCTS INFRINGING BCD'S INVENTIONS

                                                                          TS0049

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                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY

                                  SCHEDULE "F"

                         DESCRIPTION OF TEN STIX 21 AND
               SHOTGUN 21 GAMES, AS PRESENTED TO AEI'S PRESIDENT
                     MR. MARCEL HUARD ON MAY 1, AND 3, 1997

                                                                          TS0050

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                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY

                                  SCHEDULE "G"

               DESCRIPTION OF THE PROMOTIONAL SYSTEM KNOWN AS THE
                     EXTRA MATCH GAME PRESENTED TO TSI AND
                        TO TONY CRANFORD AND DAVID OGDEN
                                 ON MAY 2, 1997

                                                                          TS0051

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                                                                   CONFIDENTIAL
                                                                  ATTORNEYS ONLY

                                  SCHEDULE "H"

                    MINUTES OF A MEETING HELD ON MAY 2, 1997

                                                                          TS0052