FINANCING, ROYALTY AND LICENSING AGREEMENT

Dated as of this Ninth day of February, 1998 (the "Effective Date")

BETWEEN:             ADVANCED GAMING TECHNOLOGY, INC.
                     P.O. Box 11610
                     Suite 2482-650 West Georgia Street
                     Vancouver, BC Canada V6B 4N9

hereinafter referred to as "AGT",

AND:                 BINGO TECHNOLOGIES
CORPORATION
                     295 Highway 50, Suite 20
                     P.O. Box 3256
                     Stateline, Nevada 89449

hereinafter referred to as "BTC", and together with AGT, the "Parties".

WHEREAS:

A.   AGT has a family of fixed base interactive  electronic bingo gaming devices
     which it produces  and  markets,  and AGT has made  representations  to and
     desires  to grant to BTC the right to be the  exclusive  licensee  of AGT's
     MAXPlus and TurboMax fixed base  interactive  electronic bingo system units
     (the  "Products"),  and to act on  AGT's  behalf  as the  exclusive  sales,
     manufacturing,  distribution  and  marketing  agent for the Products in the
     United States for a period of five years, renewable on reasonable terms.

B.   ETC has  electronic  bingo sales,  development,  marketing,  manufacturing,
     assembly and distribution  departments,  and BTC has held itself out to AGT
     as competent,  with knowledge and experience in the  production,  marketing
     and  distribution  of electronic  bingo  products and desires to act as the
     exclusive  licensee  of  the  Products  and as  the  sales,  manufacturing,
     distribution  and  marketing  agent  for  AGT  in the  distribution  of the
     Products in the United States; and

C.   AGT has agreed to appoint and grant to BTC the right and  license.  and BTC
     has agreed to accept such  appointment and right and license,  on the terms
     and subjeCt to the  conditions  set forth  below,  to act as the  exclusive
     licensee and agent for AGT in the sales,  manufacturing,  distribution  and
     marketing of the Products in the United States; and

D.   BTC has, as of December  10, 1997  loaned  Four  Hundred  Thousand  Dollars
     (USS400,000) to AGT, as documented by that certain Promissory Note dated as
     of such date made by AGT for the benefit of 13TC (the "Initial Loan"),  and
     subsequently  loaned AGT  thladditional  arnount of Five  Hundred  Thousand
     Dollars  (US$500,000),  pursuant  to tha,  certain  Promissory  Note  dated
     January 2, 199S made by AGT f07 the bcnefit of DTC"(L-ie

<PAGE>


     "Second   Loan")  BTC  has  also  loaned  Two  Hundred   Thousand   Dollars
     (US$200,000)  to  AGT,  pursuant  to that  certain  Promissory  Note  dated
     February 3, 1998 made by AGT for the benefit of BTC (the "Third Loan").

NOW,  THEREFORE,  in consideration of the mutual covenants and agreements of the
parties  hereinafter  set out,  the receipt and  sufficiency  of which is hereby
acknowledged, the parties hereto agree as follows:

1. APPOINTMENT OF BTC.

     1.1  Subject to the terms and  conditions  of this  Financing,  Royalty and
     Licensing Agreement (this "Agreement"), for the initial period beginning on
     the  Effective  Date and  ending  on the  fifth  anniversary  thereof  (the
     "Term"),  with reasonable  renewal terms,  AGT hereby appoints BTC as AGT's
     exclusive  licensee  and  as its  sales,  manufacturing,  distribution  and
     marketing  agent for the Products  throughout  the United  States,  and BTC
     agrees  to act  in  that  capacity.  The  definition  of  "Products"  shall
     specifically  exclude  any rights  relating  to AGT's  portable,  hand-held
     electronic  bingo unit, MAX Lite ("Max Lite Units"),  and BTC shall have no
     rights  whatsoever  respecting  any Products in any area outside the United
     States.

     1.2  (a) BTC shall pay to AGT a monthly  royalty  (the  "Monthly  Royalty")
          equal to fifteen  percent  (15 %) of the gross  revenues  received  by
          13TC's  distribution,  marketing and sales in the United States of the
          Products for each month occurring during the term of this Agreement.

          (b) Each Monthly  Royalty shall be paid by BTC on the fifteenth day of
          the month  immediately  following the month with respect to which such
          royalty is due, E.g., royalties accrued during January shall be due on
          the fifteenth day of February.

          (c)  Notwithstanding  the provisions of paragraphs  1,2(a) and 1.2(b),
          until the Initial Loan plus all accrued and unpaid interest is paid in
          full,  BTC shall retain said Monthly  Royalty and apply it directly to
          pay down said Initial Loan. No Monthly  Royalty  payments shall be due
          to AGT until the Initial Loan is paid down in full.

          (d) BTC  guarantees to AGT a Minimum  Guaranteed  Annual  Royalty Fee.
          This  guarantee  is related to the  Monthly  Royalty but is not due in
          addition  to the  Monthly  Royalty  Fee,  An accord  under the Minimum
          Guaranteed  Ann,~al Royalty Fee shall occur on June 30 and December 31
          of every year under the terms of this Agreement,

          (e) The parties agree that the Minimum  Guaranteed  Annual Royalty Fee
          for 1998 shall be USS350,000.  For 1998 the Minimum  Guaranteed Annual
          Royalty Fee accorded on June 30, 1998 shall be prorated based upon the
          effective  da'a  of the  Agreement.  E.g.,  if the  effective  date is
          January 1, 1998, then the Minimurn  Guaranteed  Annual Royalty Fee due
          will be USS175,000. If the accrued Monthly Royalty as of the

<PAGE>

          date of accord falls below the Minimum  Guaranteed  Annual Royalty Fee
          for that six month  period,  then BTC will pay to AGTI the  guaranteed
          difference.  E.g.,  if the  accrued  Monthly  Royalty  for  the  first
          prorated half of 1998 does not equal US$175,000 (US$175,000 only being
          due if the  effective  date is January 1,  1998),  then AGT is due the
          difference at that time. If BTC has met its Minimum  Guaranteed Annual
          Royalty Fee then no additional payments are due at that time.

          (f) A complete accord and satisfaction  however,  will not occur until
          December  31 of each year of the term.  On the 3 1 " of  December,  an
          accord will be made for the second  half under the Minimum  Guaranteed
          Annual Royalty Fee consistent  with that above.  Again, if BTC has met
          their Minimum  Guaranteed  Annual Royalty Fee for that half,  which is
          obviously  prorated,  then no additional  payment is due. In the event
          that BTC has exceeded the Minimum  Guaranteed  Annual  Royalty Fee, no
          accord  payment  need  be made  and,  BTC is  entitled  to set off the
          Monthly koyalty payment for the following year in order to make up for
          any overpayment made during the mid-year accord,  In the final year of
          this  Agreement,  BTC is  entitled  to make  withholdings  based on an
          estimate of an overaccord during the final mid-year accord, Over/under
          accord and  satisfactions  shall not carry over from year to year.  In
          the event that the December 3 1 " accord reveals a shortfall under the
          Minimum  Guaranteed Annual Royalty Fee, obviously payment shall be due
          subject to the terms above,  "Over" accord and satisfactions shall not
          penalize BTC by  decreasing  the  calculation  of the accrued  Monthly
          Royalty payments due on the following June 30". The Minimum Guaranteed
          Annual  Royalty Pee, that is the provisions of 1.2(d) and 1.2(e) shall
          not  come  into  effect  unless  BTC is  unable  to meet  the  Minimum
          Guaranteed Annual Royalty Fee.

          (g) Although the parties  have agreed to a Minimum  Guaranteed  Annual
          Royalty Fee for 1998 subject to proration the  effective  date of this
          Agreement,  the Minimum  Guaranteed  Annual Royalty Pee for subsequent
          years shall be agreed upon by October 1 of the year for that term, The
          failure to reach Agreement  shall not terminate this Agreement.  In no
          event shall the minimum guaranteed amount set for any year of the Term
          be less than that agreed upon for the preceding year.

          (h) If,  within 90 days of signing of this  Agreement,  any of the AGT
          customers listed in Schedule I (the  "Customers") stop making payments
          on Products to ETC  through no fault of BTC,  then the Minimum  Annual
          Royalty will be reduced by the amount detailed for such customer(s) in
          Schedule 1. Any such


<PAGE>



          reduction  in the Minimum  Annual  Royalty will be prorated to reflect
          when a lost Customer stops generating Royalties during the course of a
          year. For example, if t*ie Nfinimurn An-riual Royalty reduction amount
          for a  Customer  equals  US  S15..000,  and that  customer  is lost a*
          mid-year,  then the Minimum  Annual  Royalty  rcduction in the year of
          loss Would be US S7,500  (one-half  of US S15,000)  and USS 15,000- in
          each vear  th~!reafter.  

          (i) In addition to the  Royalty,  any other  amounts to be paid by BTC
          hereunder or under any other agreement  between AGT and BTC, BTC shall
          pay to AGT on the Effective Date US$1,500,000; provided, however, that
          US $700,000 of such amount shall be set off against the amounts  owing
          under the Second and Third  Loans,  plus all accrued  interest on such
          loans, on the Effective Date. AGT shall advise BTC of any negotiations
          for and the terms of any prospective  exclusive  agreement to license,
          manufacture,  distribute,  market and sell Max Lite  Units  within the
          United States only;  immediately upon initiation of said  negotiations
          and prior to the execution of any such exclusive agreement.

          (j) AGT  will  provide  to 13TC the  source  code(s)  for the  product
          licensed  under this  Agreement;  and grants the right and  license to
          enhance said codes as BTC sees fit  provided  prior  written  approval
          obtained from AGT, such approval not to be unreasonably withheld.

     1.3      BTC  shall  have the  option  to hire  any or all of AGT's  United
     States employees for any period of time except those listed below,  and, on
     such terms and  conditions of employment as may be agreed upon between such
     employee  and BTC.  BTC  shall,  in  addition,  have the right to  contract
     through AGT for the services of Mohamed Saad,  the terms and  conditions of
     such contracts to be mutually and reasonably  agreed by AGT and BTC. To the
     extent 13TC  requires  the services of any AGT employee who is bound to AGT
     under a contract of  employment,  AGT agrees to take all  reasonable  steps
     necessary to release such  employee from such  contract,  and to facilitate
     ETC's hiring such  employee on any basis  mutually  agreed by such employee
     and BTC,  Notwithstanding the foregoing, the Parties agree that Jim Hammer,
     Mohamed Saad,  Deborah Leake and Gerry Borowski  shall continue  employment
     with AGT.  AGT shall make  Robert  ("Rob")  Silzer,  Jr. and  Mohamed  Saad
     available to provide services to BTC upon reasonable  request of BTC and on
     an "as needed"  basis,  in which event BTC shall pay all costs and expenses
     arising in  connection  with such  services  provided to BTC by either such
     person.  In the event the  services  of either such person are used by BTC,
     AGT and BTC shall each pay ratable  portions of such person's salary (based
     on the proportion of such person's total time spent providing  services for
     AGT and BTC, respectively.)

     1.4     The Parties agree that BTC will continue to show the respective AGT
     logos on products and promotional literature

2.0  WARRANTIES AND COVENANTS OF BTC

     2. 1 BTC will provide complete support for the Products includinE Providing
     advice,  assistance,  and  repair  and  maintenance  services  to  customer
     accounts  in  connection  with  their use of  Products,  and  shall  assist
     customer accounts in diagnosing, and remedying


<PAGE>



     problems  in the use and  operation  of the  Products,  BTC  shall  provide
     sufficient scrvi Cc tech-nicians to perfonn such support of the Products in
     accordance  with the foregoing.  AGT shall not be responsible for providing
     any customer support.

     2.2  ETC  agrees  that,  with  respect  to all  matters  relating  to  this
     Agreement,  BTC shall be deemed to be an  independent  contractor and shall
     bear all of its own expenses in connection with this  Agreement.  ETC shall
     have no  authority,  whether  express or  implied,  to assume or create any
     obligation  on behalf of AGT, nor shall ETC issue or cause to be issued any
     quotations or draft any letters or documents over the name of AGT.  Neither
     shall AGT have the  authority to assume or create any  obligation on behalf
     of ETC.  Nor shall BTC  accept any  existing  obligations,  liabilities  or
     contracts of AGT.

     2.3 BTC represents and warrants to AGT that:

          (i) it is a corporation  duly organized,  validly existing and in good
          standing under the laws of Nevada;

          (ii)  BTC has the  corporate  power to enter  into  and  carry  out is
          obligations under this Agreement;

          (iii)  this  Agreement  has been  duly  authorized  by BTC  and,  when
          executed,  this  Agreement  will be a valid and binding  obligation of
          BTC; and

          (iv) Neither the execution and the delivery of this  Agreement nor the
          consummation of the transactions  contemplated  hereunder will violate
          or constitute a default under any agreement or instrument to which ETC
          is a party.

     2.4 BTC agrees to defend,  indemnify  and save  harmless  AGT,  its agents,
     officers, directors, employees, shareholders, successors and assignees, and
     each of them,  from and  against  any and all  claims,  actions  and suits,
     whether  groundless or  otherwise,  brought by or on behalf of any users of
     the  Products  based on alleged  damages  relating to the  Products or this
     Agreement  incurred during the Term and resulting from 13TC's actions,  and
     from and against any and all  liabilities,  judgments,  losses,  dama 'ges,
     costs,  charges,  attorneys'  fees,  and other expenses of every nature and
     character  by reason of any such claims,  actions and suites.  BTC will not
     bear any  liability in any form for claims,  actions or suits  arising as a
     result of the bad faith or gross  negligence of AGT, its aeents,  officers,
     directors, employees, shareholders, successors and assigns,



<PAGE>



                                                                           

3.0 WARRAINNTIES AND COVENANTS OF AGT

     3.1 AGT represents and warrants to BTC as follo%vs:

     (i) AGT is a  corporation  duly  organized,  validly  existing  and in good
     standing  under the laws of Wyoming.  AGT has the corporate  power to enter
     into and y carry out its obligations under this Agreemen'


     (ii) This  Agreement has been duly  authorized  by AGT and, when  executed,
     this Agreement will be a valid and binding obligation of AGT; and

     (iii)  Neither the  execution  and the delivery of this  Agreement  nor the
     consummation  of the  transactions  contemplated  hereunder will violate or
     constitute a default  under any  agreement or  instrument to which AGT is a
     p2rty or by which its right,  title and  interest  in the  Products  may be
     affected.

     3.2 AGT warrants that the  distribution  and sale of Products,  as provided
     for in this  Agreement,  shall not  violate  or  infringe  any  trademarks,
     patents,  trade  secrets,  copyrights,  and/or  licensing,   marketing  and
     distribution  agreements  held by third  parties  and AGT agrees to defend,
     indemnify  and save harmless  BTC, its agents,  subdistributors,  officers,
     directors,  employees,  shareholders,  successors and assigns,  and each of
     them, from and against any and all liabilities, judgments, losses, damages,
     costs,  charges,  attorneys'  fees,  and other expenses of every nature and
     character by reason of any such claims, actions and suits.

     3.3 On the Effective Date, (i) AGT hereby assigns,  transfers,  conveys and
     sets over to BTC, and BTC hereby  accepts,  all of AGT's  right,  title and
     interest in and to any Products now owned by AGT and identified on Schedule
     2 hereto  (collectively,  the "Inventory"),  wherever such Inventory may be
     located,  "as is",  "where-is",  without  representation or warranty of any
     kind (INCLUDING,  WITHOUT  LIMITATION,  ANY  REPRESENTATION  OR WARRANTY OF
     FITNESS FOR A PARTICULAR PURPOSE OF  MERCHANTABILITY),  and (ii) BTC hereby
     assumes all risk of loss  respecting all Inventory,  wherever  located.  As
     consideration for the inventory,  BTC agrees to pay the Inventory  Purchase
     Price to AGT as defined in Section 6 below.

     3.4 In the event that AGT knowingly  violates the grant of  exclusivity  to
     BTC by entering  into any other sales or licensing  agreement or in any way
     causes  Products  which are the  subject  of this  agreement  to be sold or
     leased in the United  States  Qthcr  tha-n  through  BTC,  then the Initial
     Royalty


<PAGE>



     Fee of $1,500,000  shall be immediately due and payable to BTC. This clause
     shall not limit any other damages which may bc claimed by BTC.

4.0 DISTRIBUTION CENTERS

     4.1 AGT hereby assigns and delegates,  and BTC hereby  acccpts,  certain of
     AGT's  rights and  obligations  with  respect to AGT's  20,000  square foot
     warehouse and distribution  center in Denver,  Colorado and its facility in
     Cleveland,  Ohio;  provided,  in each case that such assigned and delegated
     rights and oblivaions  are limited to the followin-:  assionment of leases,
     rcnts,  takina over the util;,ies  accounts and operating  costs,  employee
     salary base and other employee expenses. (Sce Exhibit 2 attached.)

     4.2 The  Parties  atorce that BTC may close  AGT's  faci!~?,'e~  located in
     Cleveland,  Olhio;and o- Colorado at BTC's sole  discretion  and cost.  BTC
     will  not  assume  liabiliLy  for any  outstanding  debts  for any of these
     locations incurred prior to the Effective Date.

5.0 TRAINING

     5.1 BTC and AGT hereby agree that  training of any  employees of BTC by AGT
     will be at BTC's  discretion.  AGT will not be  responsbile  for any  costs
     incurred by BTC in connection with the training of BTC employees.  BTC will
     not be  responsible  for any  amounts  paid by AGT in  connection  with the
     training of BTC employees.

6.0 CERTAIN PAYMENTS

     6.1  The  Parties  hereto  agree  that  BTC  shall  pay to AGT  for all AGT
     in'~entory not currently placed in existing  Customer  locations.  BTC will
     pay according to the prices  stipulated  in Schedule 2 of the  Inventory"tD
     AGT within 30 days of installation  in BTC customers.  Said inventory to be
     warranted in good working order subject to quality assurance by BTC.

7.0 CONFIDENTIALITY; INTELLECTUAL PROPERTY

     7.1 Confidential Information (as defined below) disclosed by a party to the
     other  party  shall not be used,  disclosed  or copied by such other  party
     except as reasonably  necessary in connection with the  performances of any
     obligations or the exercise of any rights hereunder, any such disclosure to
     be  made on  terms  and  conditions  reasonably  necessary  to  ensure  the
     continued confidentiality of the disclosed Confidential  Information.  Each
     party  shall  take  reasonable  care  to  prevent  the  unauthorized   use,
     dissemination or publication of the Confidential  Information  belonging to
     the  other  party;  provided,  without  limitation  to  the  foregoing,  no
     Confidential  Information  shall be  disclosed to any third party which has
     not executed and delivered a  confidentiality  agreement  pursuant to which
     such third party agrees to maintain  the  confidentiality  of  Confidential
     Information  disclosed to such third party on substantially  the same terms
     and conditions as this Section 7. 1, such  confidentiality  agreement to be
     for the benefit of, and a copy of such


<PAGE>



     confidentiality agreement shall be immediately provided to, the party whose
     Confidential   Information   is  to  be  disclosed  to  such  third  party.
     Confidential  Information does not include  information which; (i) is known
     by the receiving party prior to disclosure  hereunder (other than by reason
     of disclosure by a third party that,  in so  disclosing  such  information,
     breached an obligation of confidentialitv  owinc, to the disclosing party),
     as evidenced by the books and records oil the receiving  party'existing  at
     the time of disclosure by the  disclosing  parvy~ (ii) is or becomes in the
     public domain other than thiough a breach of this  Aureement;  or an% other
     agreement or obligation  between the parties hereto;  (iii) is disclosed to
     the receiving party by a third party (other than by reason of disclosure by
     a  third  party  that,  in so  disclosing  such  information,  breached  an
     obligation of  confidentiality  owing to the disclosing,  party) or (iv) is
     independently  developed by the receiving party, as evidenced 'ov the books
     and  records of the  receiving  party.  Neither  party  shall be liable for
     disclosure of any Confidential Information when such disclosure is required
     by law provided that the  disclosing  party shall provide  prompt notice to
     the  disclosing  party,  where  possible  prior to the disclosure and shall
     cooperate with the  disclosing  party in an effort to minimize the scope of
     the  information to be disclosed.  For the purposes  hereof,  "Confidential
     Information"  shall  mean  any  information,  in  whatever  form  provided,
     disclosed  by a party to the  other  party  that  relates  to such  party's
     finances,  strategic  planning  forecasts,   investments,  data,  or  other
     technology,  as well as any other materials and information which, from the
     circumstances in which they are made available to the other party ought, in
     good  faith,  to be  treated as  confidential  or  proprietary  (including,
     without limitation, by designation by the disclosing party to the receiving
     party  that  such  disclosed  information  is  confidential   information).
     Anything to the contrary appearing in this Agreement  notwithstanding,  (i)
     this  Agreement  shall not be construed  to amend or  otherwise  modify any
     confidentiality  agreement or confidentiality  obligation  existing between
     the parties hereto on the Effective  Date,  and (ii) without  limitation to
     any other restriction on the use of Confidential  Information,  in no event
     and at no time shall either party hereto use any  Confidential  Information
     of the other  party in a manner  adverse  to the  interests  of such  other
     party.

     7.2 BTC acknowledges that AGT remains the sole owner of all licensed source
     codes for the  Products  whether or not  enhanced  by BTC,  its  employees,
     contractees.  or  agents,  to AGT's  patents,  copyrights  and  trademarks;
     provided,  however,  that, in the event, it experiences any material change
     in  ownership  such that any or all or its assets  and/or  liabilities  are
     acquired at any time in the future..  it covenants to specifically  exclude
     any and all  enhancements  made to its source  codes(s) from the assets and
     liabilities  transferred  to such new owner(s).  Without  limitation to the
     foregoing, BTC hereby acknowledges that BTC shall not acquire any ownership
     or other interest in the Trademarks, the Copyrights or any patents owned by
     AGT (the "Patents") by reason of the rights granted by AGT hereunder or any
     action  taken by or behalf of BTC in  connection  with  BTC's  perfor-mance
     hereunder.

     7.3 BTC  acknowledges  that AGT claims a  copyright  in any and all written
     material and/or packaging


<PAGE>



     to which AGT has filed a claim for copyright protection.  Additionally, BTC
     recognizes  AGT's exclusive  right to seek copyright  protection for and/or
     the  restoration  of  copyright of any  translation  of any and all product
     literature, promotional or descriptive material furnished by AGT to BTC for
     which copyright  protection is available under  applicable law and of which
     AGT is the author or the  author's  riahts in which have been  assigned  to
     AGT.

     7.4 AGT hereby authorizes BTC to use the Trademarks- in connection with the
     marketiric oil the Products under this  AgreerrienL.  BTC aarees that, when
     referrina to the Trademarks,  Patents and  Copyrights,  1, will comply wi:h
     any and  all  applicable  federal,  state  and  local  law and  regulations
     pertaining thereto. BTC further agrees Chat it will use its best efforts to
     comply -,&iLh all applicable marketing requirements Tradcmarks,  Copyrights
     or Pa-ent3 OF WhiC~- ii r~-ceives  writtcn notice  pl-rtainir.:~ to th from
     AG-7. BTC shall provide  reasonable  norice to AGT i~, tn,~ even' ii cannot
     market the Products in  compliance  with the  marketing  requirements.  BTC
     further  agrees that it shall not, by use of any apparent  authority of BTC
     hereunder  which may  reasonably  be  expected  to create  any  defense  of
     estoppel,  "unclean hands" or other defense, impair or take, or cause to be
     taken,  any action which may reasonably be expected to lend or impair,  any
     right,  title  or  interest  of  AGT  in or to  any  Copyri~ht,  Patent  or
     Trademark.

     7.5  BTC  shall   promptly   notify  AGT,  in  writing,   of  any  and  all
     infringements,  imitabons, illegal use or misuse of the Trademarks, Patents
     and/or  Copyrights  which shall come to BTC's attention  except for any use
     and  development  licensed by BTC. BTC further agrees that it shall not, at
     any  time.  take  any  action  in and  before  any  courts,  administrative
     agencies,  or other such  tribunals  or  otherwise  attempt to prevent  the
     infringement,  imitation, illegal use or misuse of the Trademarks,  Patents
     and/or Copyrights. BTC understands that such action falls wholly within the
     authority  of  AGT  as the  sole  owner  of  the  Trademarks,  Patents  and
     Copyrights.

8.0 TERM AND TERMINATION

     8.1 This  Agreement is effective and binding as of the Effective  Date, and
     its term shall extend for five years, unless terminated earlier pursuant to
     Section 8.2. If either party wishes to continue  this  Agreement  after the
     end of the Term,  it shall  notif~,,  the other  Party in  writing  of this
     desire not later than ninety (90) days prior to the end of the Term. Second
     and subsequent terms will not be unreasonably withheld by AGT.



<PAGE>



     8.2 This Agreement shall be terminable or shall terminate,  as the case may
     be,  prior  to the  expiration  of the Term  hereof  it and when any of the
     following events occur,

     (i) Either party materially  breaches this Agreement and the  non-breaching
     party  provides  written  notice of  termination  to the  breaching  party;
     provided,  however, that this Agreement will not terminate if the breach is
     cured  within  the  minimum  period of time  necessary  to cure the  breach
     (assuming the breaching  party uses its best  efforts),  but in no cvcnt in
     more than  thirty  (30) days after the  delivery  of written  notice by the
     nonbreaching party.

     (ii) AGT may terminate  this Aareement if (1) with respoct to the Products,
     BTC challenges the validity of the  Trademarks,  Copyrights or intellectual
     propety  rights or  otherwise  takes any  action,  the purpose or effect of
     which is in any way to impair  AGT's  rights,  title and in:er-~~ in any of
     the trademarks,  the Copyrights or the intellectual  p.-opcrzy riuhts~ (ii)
     with C C respect  to the  Products,  BTC fails to  comply  with  applicable
     marketing requirements pertaining to Trademarks, Copyrigh* o.- in-cliccrual
     propertV of which it receives written notice from AGT.

     8.3  All  ri2hts  and  licenses  grantcd  pursuant  to this  arz and  shall
     0'*~C7WISC  bc deemed to be, fc, the  purpose of Section  3651~n) c-7 -';-e
     Uni!ed  States   Bankruptcy  Code  (the  "Code"),   license  or  rights  to
     "intellectual  property" as define under Section  101(52) of the Code.  AGT
     agrees that if AGT, as a debtor in  possession,  or a trustee in bankruptcy
     rejects  this  Agreement,  BTC may elect to  retain  its  rights  under the
     Agreement  as  provided  under  Section  365(n) of the Code.  Upon  written
     request of BTC, AGT or a trustee in bankruptcy  shall allow BTC to exercise
     its rights  hereunder  and shall not interfere  with such rights,  provided
     that BTC continues to make all payments as and when due hereunder.

9.0 OTHER PRODUCTS.

     9.1 AGT  acknowleges  that BTC may in the future  develop  or acquire  from
     third parties  additional  products or technologies  that may be similar to
     the Products and the technology


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     contained  therein,  Nothing  in this  Agreement  shall be  construed  as a
     repesentation  or  promise  that BTC will not  market  or  develop,  or has
     developed  products  or  technologies  that  compete or are  similar to the
     Products. BTC shall not be restricted in any way from, without use of AGT's
     intellectual property,  independently  developing or marketing any products
     or intellectual  property rights similar to the Products,  and no rights to
     any such independently  developed products or intellectual  property rights
     are transferred pursuant hereto.

10.0 TIME; DEFAULT INTEREST.

     10.1 Time is of the essence. Any amount payable hereunder which is not paid
     when due,  shall bear  interest  (payable  on  demand),  from the time such
     amount shall be due and payable until it is paid in full, at the rate equal
     to the  lesser  of (i) the  maximum  amount  permitted  by  applicable  law
     (including usury law) and (ii)one per cent (1%) per calendar month.

11.0 ENTIRE AGREEMENT

     11.1 This Agreement contains the entire  understanding  between the parties
     vvith  respect to the subject  matter hereof and  supersedes  all prior and
     contemporaneous  written or oral  negotiations and agreements  between them
     regarding the subject matter hereof.  This Agreement may only be amended in
     writing signed by each of the parties.

12.0 NOTICE

     12.1 All notices given pursuant to this Agreement must be in writing at the
     address  set forth  below  and shall be deemed to have been duly  given hen
     personally  delivered,  or whan mailed by certified  mail,  return  receipt
     requested,  postage  prepaid,  to the  addr.-sses of the parties  hereto as
     follows.  Any party hcretc may. by  1110*1~-e so ziven,  change its address
     for any future notices:

      lf to AGT:

           P.O. Box 11610
           Suite 2480 - 650 West Georgia St
           Vancouver, BC, Canada V613 4N9
           Attention: Chairman, CEO
           with a copy to: President, COO

      If to BTC:
           P.O. Box 3256
           295 Highway 50, Suite 20
           Stateline, Nevada 89449

13.0 SEVERABILITY


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     13.1 If any  provision of this  Agreement is  deten-nined  to be invalid or
     unenforceable,  the  provisions  shall be deemed to be  severable  from the
     rearninder  of this  Agreement  and  shall  not  cause  the  invalidity  or
     unenforeability of the remainder of this Agreement.

14.0 ASSIGNABILITY

     14.1  Neither  party may  transfer  or assign  this  Agreement  or any part
     thereof to any person other than a wholly-owned  subsidiary of the assignor
     without the other party's prior written  approval.  This Agreement shall be
     binding  upon and  shall  inure  to the  benefit  of BTC and its  permitted
     assignees.

15.0 ARBITRATION AND JURISDICTION

     15.1  Pursuant to the Federal  Arbitration  Act, any  controversy  or claim
     arising  out  of  or  relating  to  this  Agreement   (including,   without
     limitation, determination of the Inventory Purchase Price) shall be settled
     as quickly as practicable  by arbitration  conducted in the State of Nevada
     in accordance  with the rules and  regulations of the American  Arbitration
     Association and judgment upon any award rendered in such arbitration may be
     entered in any court having jurisdiction  thereof.  Either party requesting
     arbitration  under this  Agreement  shall ma-ke a demand  therefor  or, the
     other party b% registered  mail.  This  Agreement  shall be governed by the
     laws of the State of Nevada 

16.0 COUNTERPARTS

     16.1 This Agreement may be exectuted in several counterparts, each of which
     will be deemed to be an original and all of which will together  constitute
     one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and day first above written.

ADVANCED GAMING                                BINGO TECHNOLOGIES
TECHNOLOGY, INC.                               CORPORATION

By:                                            By:
                                
Date:                                          Date                      
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