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                                                                    EXHIBIT 10.6


THE WARRANTS EVIDENCED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE
EXERCISE OF SUCH WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT") AND MAY NOT BE OFFERED OR SOLD EXCEPT (1) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (2) UPON THE DELIVERY
BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER
THE ACT IS AVAILABLE

                            EXERCISABLE ON OR BEFORE
                    5:00 P.M., NEW YORK TIME,        , 2001


NO. W-                                            ___________ Warrants




                             MULTIMEDIA GAMES, INC.


       THIS CERTIFIES that, for value received, _________________ or registered
assigns, is the registered holder of the number of warrants (hereinafter
referred to as the "Warrants") set forth above, each of which entitles such
holder to purchase from Multimedia Games, Inc., a Texas Corporation
(hereinafter referred to as the "Company") at any time commencing with [INSERT
NINE MONTHS FROM CLOSING DATE] (hereinafter referred to as the "Exercise Date")
through 5:00 P.M. New York time, on the date which is the fifth anniversary of
the Exercise Date, one fully paid and nonassessable share of Common Stock, $.01
par value, of the Company (hereinafter referred to as the "Common Stock"), as
such Common Stock is constituted on the date hereof, subject to adjustment from
time to time pursuant to the provisions hereinafter set forth, at the initial
price of $8.00 per share of Common Stock (hereinafter referred to as the
"Exercise Price"), subject to the conditions hereinafter set forth.  The
Warrants are redeemable at the option of the Company as hereinafter provided.

       This Warrant is one of a series of Warrants being issued as part of a
private offering (the "Bridge Offering") by the Company pursuant to
Subscription Agreements, dated July __, 1996, between the Company and the
purchasers named therein.





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       This Warrant Certificate is subject to the following provisions, terms
and conditions:

        1.    Exercise of Warrant.  Each Warrant is initially exercisable to
purchase one (1) share of Common Stock (each a "Warrant Share" and collectively
the "Warrant Shares") at an initial exercise price of $8.00 per Warrant Share,
subject to adjustment as set forth in Section 3 hereof (as so adjusted, the
"Exercise Price").  The Warrant may be exercised by the registered holder
hereof, in whole or in part, by the surrender of this Warrant Certificate with
the annexed Form of Exercise duly executed, at the principal executive office
of the Company, 7335 S. Lewis, Suite 302, Tulsa, OK 74136, and upon payment to
the Company by check (subject to collection) of the Exercise Price of the
Warrant Shares.  In the case of a purchase of less than all of the Warrant
Shares purchasable under this Warrant Certificate, the Company shall cancel
this Warrant Certificate upon the surrender thereof and shall execute and
deliver a new Warrant Certificate of like tenor for the balance of the Warrant
Shares.

       2.     Transfer of Warrant and Warrant Shares. Neither this Warrant nor
the Warrant Shares have been registered under the Act or any state securities
law and may not be sold, transferred, assigned, hypothecated or otherwise
disposed of until a registration statement with respect thereto is declared
effective under the Act or the Company receives an opinion of counsel
reasonably satisfactory to counsel to the Company that an exemption from the
registration requirements of the Act is available. If permitted by the
foregoing, any such sale, transfer, assignment, hypothecation or other
disposition shall be effected by the holder hereof surrendering this Warrant
for cancellation at the office or agency of the Company referred to in Section
1 hereof, accompanied by an opinion of counsel satisfactory to the Company and
its counsel, stating that an exemption from the registration requirements is
available with the annexed Form of Transfer duly executed.  In the case of a
transfer of less than all of the Warrants evidenced by this Warrant
Certificate, the Company shall cancel this Warrant Certificate upon the
surrender thereof and shall execute and deliver (i) to the transferee thereof a
new Warrant Certificates of like tenor for the number of Warrants so
transferred and (ii) to the holder hereof a new Warrant Certificates of like
tenor for the balance of the Warrants theretofore evidenced by this Warrant
Certificate.

       Each holder of this Warrant Certificate, by taking and holding the same,
consents and agrees to the terms hereof.  The holder shall be entitled to the
benefits of, and shall be subject to the obligations under, the Registration
Rights Agreement between such holder and the Company dated the date hereof.

       Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant Certificate, and (in case of
loss, theft or destruction) of indemnity





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reasonably satisfactory to it, and upon surrender and cancellation of this
Warrant Certificate, if mutilated, the Company, upon reimbursement to it if all
reasonable expenses incidental thereto, will make and deliver a new Warrant
Certificate, of like tenor, in lieu of this Warrant Certificate.

       Each Warrant Certificate and each certificate for Warrant Shares shall
bear a legend substantially similar to the following:

              THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
              REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
              "ACT") AND MAY NOT BE OFFERED OR SOLD EXCEPT (1) PURSUANT TO AN
              EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (2) UPON THE
              DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL
              REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT
              AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE

       3.     Issuance of Certificates Upon Exercise of Warrants.  Upon the
exercise of the Warrants, certificates for the Warrant Shares purchased shall
be issued and delivered to the registered holder hereof forthwith (and in any
event within three business days thereafter). Such issuance and delivery of
certificates shall be made without charge to the holder for any issuance tax in
respect thereto; provided, however, that in the event such issuance and
delivery is to a person other than the holder the Company shall not be required
to (i) pay any tax which may be payable in respect of any such transfer, and
(ii) issue or deliver such certificates unless and until the person requesting
the issuance thereof shall have paid to the Company the amount of such tax or
shall have established to the satisfaction of the Company that such tax has
been paid.  No fractional shares of Common Stock or scrip or cash in respect of
a fractional share shall be issued upon exercise of the Warrants evidenced
hereby.  Instead of a fractional share, all fractional interests shall be
eliminated by rounding any fraction up or down to the nearest whole number of
shares of Common Stock.

       4.     Redemption of Warrants. The Warrants are redeemable by the
Company, in whole or in part, on not less than thirty (30) days' prior written
notice at a redemption price of $.10 per Warrant (the "redemption price") at
any time after the Exercise Date; provided that, (i) the closing bid quotation
price of the Common Stock for the twenty (20) consecutive trading days ending
not later than the seventh day prior to the day on which the Company gives
notice of redemption has been at least 150% of the then effective Exercise
Price per share, and (ii)





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the Warrants and the Warrant Shares are subject to an effective registration
statement under the Act at the time a notice of redemption is given and at all
times thereafter through the date fixed for redemption; provided further that,
the condition referred to in clause (ii) shall be deemed satisfied if the
holder was afforded the right and opportunity to include the Warrants and the
Warrant Shares in any such registration statement and declined to do so.  In
case of the redemption of a part only of the outstanding Warrants, the Company
shall effect such redemption pro rata among all holders of Warrants determined
by multiplying the number of Warrants represented by each Warrant Certificate
by a fraction, the numerator of which shall be the total number of Warrants to
be redeemed by the Company and the denominator of which shall be the total
number of Warrants held by all holders of Warrants.  The redemption notice
shall be given by mail, postage prepaid, to the holders of record of the
Warrants to be redeemed, addressed to each such holder at its post office
address as shown by the records of the Company.  On and after the date fixed
for redemption and stated in such notice, each holder of the Warrants called
for redemption shall surrender the Warrant Certificate evidencing such Warrants
to the Company at the place designated in such notice and shall thereupon be
entitled to receive payment of the redemption price.  In case less than all the
Warrants represented by any such surrendered certificate are redeemed, a new
certificate shall be issued representing the unredeemed Warrants.  If such
notice of redemption shall have been duly given, and if on or before the date
fixed for redemption, funds necessary for the redemption shall be available
therefor, then, notwithstanding that the Warrant Certificates evidencing any
Warrants so called for redemption shall not have been surrendered, all rights
with respect to the Warrants so called for redemption shall forthwith after
such date cease and determine, except only the right of the holders to receive
the redemption price without interest upon surrender of the Warrant
certificates therefor.  Holders of Warrants shall have the right to exercise
the Warrants for the purchase of Warrant Shares until the  close of business on
the date fixed for redemption.

       5.     Change in Terms of Warrants Without the Consent of the Holders.

       (a)    (i) If the Company consummates the Private Placement (as defined
below), or (ii) if the Private Placement is not consummated and (A) within 12
months after the Exercise Date, the Company files a registration statement
under the Act covering the sale to the public of warrants (other than the
Private Placement Warrants)(herein called the "other warrants"), and (B) the
Company offers to include this Warrant and the Warrant Shares in such
registration statement, then anything to the contrary contained herein
notwithstanding,:

              (1)    the Company and the holder agree that the terms and
       conditions of this Warrant shall be automatically amended, without the
       consent of the holder, to the extent





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       necessary so that the terms and conditions of this Warrant are identical
       to the terms and conditions of the Private Placement Warrants or the
       other warrants (as the case may be); provided that, no such amendment
       shall have the effect of reducing the number of Warrant Shares
       purchasable upon the exercise hereof or of increasing the exercise price
       therefor or of shortening the exercise period hereof without the written
       consent of the holder hereof; and

              (2)    the holder will surrender this Warrant for a warrant in
       the form of the Private Placement Warrants or other warrants (as the
       case may be) and the holder shall have no further rights hereunder.

       (b)    If the Company at any time files a registration statement under
the Act covering the sale to the public of the Warrants and the Warrant Shares
then anything to the contrary contained herein notwithstanding, the Company and
the holder agree that the terms and conditions of this Warrant shall be
automatically amended, without the consent of the holder, to the extent
necessary to provide for a Warrant Agent and a certificated form of Warrant
suitable for trading in the public market.  The Company agrees to take such
actions as are reasonably necessary to enable such Warrants and Warrants shares
to be traded such as appointing a Warrant Agent and applying for a CUSIP
number.

       As used herein, the term "Private Placement" shall mean the proposed
private offering by the Company of a minimum of 50 and a maximum of 70 units,
each unit consisting of 16,667 shares of Common Stock and warrants to purchase
and additional 16,667 shares of Common Stock, at a purchase price of $50,000
per unit.

        6.    Adjustments to Exercise Price and Number of Warrant Shares. The
number and kind of shares of Common Stock of the Company that are subject to
each Warrant evidenced hereby, and the Exercise Price, shall be subject to
adjustment as hereinafter set forth.  Upon each adjustment of the Exercise
Price as provided herein, the holder of the Warrant evidenced hereby shall
thereafter be entitled to purchase, at the Exercise Price resulting from such
adjustment, the number of shares of Common Stock (calculated to the nearest
tenth of a share) obtained by multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of Warrant Shares
purchasable pursuant hereto immediately prior to such adjustment and dividing
the product thereof by the Exercise Price resulting from such adjustment.

       (a)    Dividend and Distributions.  In case the Company shall at any
time after the date hereof declare a dividend payable in shares of Common Stock
or make a distribution to its shareholders generally in shares of Common Stock
then, upon such dividend or distribution,





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the Exercise Price in effect immediately prior to the declaration of such
dividend or distribution shall be reduced to a price determined by dividing an
amount equal to the total number of shares of Common Stock outstanding
immediately prior to such dividend or distribution multiplied by the Exercise
Price in effect immediately prior to such dividend of distribution, by the
total number of shares of Common Stock outstanding immediately after such
dividend or distribution.

       (b)    Subdivision and Combination.  In case the Company shall at any
time subdivide its outstanding shares of Common Stock into a greater number of
shares of Common Stock, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock of the Company shall be combined into a
smaller number of shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.

       (c)    Reclassification, Consolidation, Merger, Etc..  In case of any
consolidation or merger of the Company with another corporation after the
Exercise Date, or the sale of all or substantially all of its assets to another
corporation shall be effected after the Exercise Date or in case of any capital
reorganization or reclassification of the capital stock of the Company, then,
as a condition of such consolidation, merger or sale, reorganization or
reclassification, lawful and adequate provision shall be made whereby the
holder of this Warrant Certificate shall thereafter have the right to purchase
and receive upon the basis and upon the terms and conditions specified herein
and in lieu of the shares of Common Stock immediately theretofore purchasable
and receivable upon the exercise of each Warrant evidenced hereby, such shares
of stock, securities or assets as may be issuable or payable with respect to or
in exchange for a number of outstanding shares of Common Stock of the Company
equal to the number of shares of Common Stock immediately theretofore
purchasable and receivable upon the exercise of one Warrant evidenced hereby
had such consolidation, merger, sale, reorganization, or reclassification not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interest of the registered holder of this Warrant
Certificate to the end that the provisions hereof (including without limitation
provisions for adjustment of the Exercise Price) shall thereafter be
applicable, as nearly as may be, in relation of any shares of stock, securities
or assets thereafter deliverable upon the exercise of the Warrants evidenced
hereby.

       For purposes of this Warrant Certificate, the term "Common Stock" shall
mean shares of the Common Stock, $.01 par value, of the Company, and shall also
include any shares of capital stock into which the Common Stock may be changed,
reclassified or converted.





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        7.    Notices to Warrant Holders. If any of the following events shall
occur:

       (a) There shall be any adjustment of the Exercise Price or the number of
shares of Common Stock subject to the Warrants evidenced hereby;

       (b)    The Company shall declare to the holders of its shares of Common
Stock any dividend or distribution payable otherwise than in cash or if in cash
payable otherwise than out of current or retained earnings;

       (c)    The Company shall declare any dividend upon its shares of Common
Stock payable in Common Stock or in securities convertible into or exchangeable
for Common Stock, or any right or option to subscribe therefore;

       (d)    there shall be any capital reorganization or reclassification of
the capital stock of the Company, or consolidation or merger of The Company
with, or sale of all or substantially all its assets to, another corporation;
or

       (e)    there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of The Company;

then, in any one or more of said cases, the Company shall give written notice,
by first class mail, postage prepaid, to the holder hereof, of the date on
which (A) the books of the Company shall close or a record shall be taken for
such dividend, distribution or subscription rights, or (B) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up shall take place, as the case may be.  Such notice shall also
specify the date as of which the holders of shares of Common Stock of record
shall participate in such dividend, distribution or subscription rights or
shall be entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation, or winding-up, as the
case may be.  Such written notice shall be given at least 30 days prior to the
action in question and not less than 30 days prior to the record date or the
date on which The Company's transfer books are closed in respect thereto.

        8.    Reservation of Shares.  The Company shall at all times reserve
and keep available out of its authorized shares of Common Stock, solely for the
purpose of its issue upon the exercise of the Warrants evidenced hereby as
herein provided, such number of shares of Common Stock as shall then be
issuable upon the exercise of the Warrants evidenced hereby.  The Company shall
not take any action which results in any adjustment of the Exercise Price





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if the total number of shares of Common Stock issued and issuable after such
action upon exercise of the Warrants evidenced hereby would exceed the total
number of shares of Common Stock then authorized by the Certificate of
Incorporation of The Company.

        9.    Registered Holder; No Rights as Stockholder.  The person in whose
name this Warrant Certificate is registered shall be deemed the owner hereof
and of the Warrant evidenced hereby for all purposes.  The registered holder of
this Warrant Certificate shall not be entitled to any rights whatsoever as a
stockholder of The Company except as herein provided.

       10.    Notices.  All notices, requests or instructions hereunder shall
be in writing and delivered personally or sent by registered or certified mail,
postage prepaid as follows:  (1) if to the Company:  7335 S.  Lewis, Suite 302,
Tulsa, OK 74136; (2) if to the holder of the Warrants evidenced hereby, at its
address last recorded in the books of the Company.  Any of the above addresses
may be changed at any time by notice given as provided above; provided,
however, that any such notice of change of address shall be effective only upon
receipt.

       11.    Amendments.  Except as other wise provided in Section 5 hereof,
this Warrant Certificate may not be amended or modified without the written
consent of the holder and the Company.

       12.  Governing Law.  This Agreement shall be deemed to have been made
and delivered in the State of New York and shall be governed as to validity,
interpretation, construction, effect and in all other respects by the internal
laws of the State of New York.

       IN WITNESS WHEREOF, Multimedia Games, Inc. has caused this Warrant
Certificate to be signed by its duly authorized officers and this Warrant
Certificate to be dated as of the date first written above.



ATTEST:                               MULTIMEDIA GAMES, INC.


                                      By:                                       
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                                FORM OF EXERCISE


   The undersigned hereby irrevocably exercises _____ Warrants to subscribe for
and purchase shares of Common Stock, $.01 par value("Common Stock"), of
Multimedia Games, Inc., evidenced by the within Warrant Certificate and
herewith makes payment of the purchase price in full.  Kindly issue
certificates for shares of Common Stock in accordance with the instructions
given below.  The certificate for the unexercised balance of the Warrants
evidenced by the within Warrants Certificate, if any, will be registered in the
name of the undersigned.


DATED:                         
      -------------------------


Instructions for Registration of stock

                                                                                
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Name (please print)

                                                                                
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Social Security or Other identifying Number;


ADDRESS:

                                                                                
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Street


                                                                                
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City,                State                and              Zip Code





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                               FORM OF ASSIGNMENT

       (To be executed by the registered holder if such
              holder desires to transfer the Warrant Certificate)


       FOR VALUE RECEIVED, _________________ hereby sells, assigns and
transfers unto


              (Please print name and address of transferee)


this Warrant certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _______, Attorney, to
transfer the within Warrant certificate on the books of the within named
Company, with full power of substitution.

Dated:                                Signature:



                                      (Signature must conform in all respects to
                                      name of the holder as specified in the
                                      face of the Warrant certificate)


                                                                                
                                      ------------------------------------------
                                      Social Security or Tax I.D. No.






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