<PAGE>   1
                                                                    EXHIBIT 10.2


                       GRAND PRIZE FULFILLMENT-AGREEMENT
                              SCA Contract CC#1426


       This Agreement is entered into as of the 1st day of October, 1995 by and
between MegaBingo, Inc., an Oklahoma corporation with a principal place of
business at 7335 S. Lewis, Suite 302, Tulsa, Oklahoma 74136 ("MEGABINGO") and
SCA Promotions, Inc. a Texas corporation with a principal place of business at
8300 Douglas Avenue, Suite 625, Dallas, TX 75225 ("SCA").

                                   BACKGROUND

       MegaBingo is in the business of providing technical, financial and other
services for the conduct of lawful games of chance ("GAMES").  The Games that
are covered by this Agreement are set forth on Exhibits hereto designated
Exhibit A-1... n.  MegaBingo has offered and may hereafter offer prizes in the
Games ("GRAND PRIZES").

       SCA is in the contingent prize risk assumption business for sweepstakes
and other lawful promotions and games.

       The parties hereto desire that SCA assume contingent prize risk on
behalf of MegaBingo.

       The parties hereto have determined to base their business relationship
upon the following terms and conditions.

                              TERMS AND CONDITIONS

       1.     Contract Terms.
              This Agreement shall apply to Grand Prizes won in Games conducted
              from October 1, 1995 through December 31, 1996.  MegaBingo shall
              have the option to extend the term hereof for a period of 12
              months by providing SCA notice of its exercise of such option to
              extend the term no later than October 31, 1996.
<PAGE>   2
       2.     Prize Fulfillment Resources
              Upon commencement of this Agreement, SCA shall provide to
              MegaBingo prize fulfillment resources ("PRIZE FULFILLMENT
              RESOURCES") of not less than five hundred thousand ($500,000.00)
              by any combination of:
                     a.     Performance bond
                     b.     Mutually acceptable escrow arrangement.

       3 .    Game Schedules.
              Schedules for each of the Games are, and with respect to Games
              devised after the date hereof, may from time to time hereafter
              be, executed by MegaBingo and SEA and attached hereto or
              incorporated herein by reference to this Agreement and designated
              Exhibit Al ... A-n. . Each of the Games Schedules shall set forth
              and the corresponding card, ticket or play price (the "CARD
              PRICE"), the amount of the Grand Prize ("GRAND PRIZE AMOUNT"),
              the odds of winning the particular game ("GAME ODDS"), the
              expected payout per entry ("EP"), the amount of each Grand Prize
              that SEA is required to reimburse (the "FULFILLMENT LEVEL"), the
              deductible amount paid by MegaBingo (the "DEDUCTIBLE") and the
              compensation to be paid to SEA with respect to such Game ("SEA
              COMPENSATION").

              The standards to which the applicable Game must conform (the
              "GAME STANDARDS"), additional conditions to payment of the Grand
              PRIZES by SEA (the "PRIZE FULFILLMENT CONDITIONS"), the
              provisions by which MegaBingo notifies SEA of a Grand Prize win
              and verifies its authenticity (the "NOTIFICATION AND VERIFICATION
              PROVISIONS") are set forth in Exhibit B attached hereto.

       4.     Restrictions on SEA's Liability.
              Anything herein to the contrary notwithstanding, in no event
              shall SCA be obligated to a liability of more than $2,500,000.00
              over and above the compensation paid SCA by MegaBingo.  If and/or
              when the net liability reaches $2,500,000.00, SCA must notify
              MegaBingo whether they intend to continue coverage for the games.
              If not, then MegaBingo is free to obtain other prize fulfillment
              coverage.  SCA has thirty days from the day the net liability
              reaches $2,500,000 to notify MegaBingo of its intentions.  SCA
              will give MegaBingo at least thirty days notice of cancellation.

       5.     SCA's Compensation.
              MegaBingo shall pay SCA's Compensation v,,within fifteen (15)
              days for the monthly periods of the 1st through the last day of
              each month (each such monthly period is hereinafter referred to
              as a "PERIOD").





                                      -2-
<PAGE>   3
              Any fees payable that are not paid within thirty (30) days of
              when due shall bear interest at ' the lesser of twelve percent
              (12%) per annum or the maximum rate allowable under applicable
              law thereafter until paid.

       6.     Reporting.
              MegaBingo shall provide SCA with daily report of the results of
              each Game played the prior day ("GAME REPORTS").

       7.     SCA charges l be based on the installment values of prizes
              payable.  In the event Wheel Spin participant elects cash option
              then the savings in prize cost shall be divided equally between
              MegaBingo and SCA.

       8.     Grand Prize Annual Payments.
              At MegaBingo's request, SCA will agree to pay a Grand Prize
              winner directly.  SCA will provide a contract with MegaBingo to
              pay the winner directly ("Prize Winner Payment Contract"), the
              form of which is shown in Exhibit C.  SCA will also indemnify
              MegaBingo ("Indemnification") against claims arising from SCA's
              failure to pay the winner under the Prize Winner Payment
              Contract, the form of which is shown in Exhibit D. The
              Indemnification will be guaranteed by an account on deposit with
              an institution such as Merrill Lynch.  A pledge agreement which
              establishes the guarantee, will be established by SCA thin 30
              days of providing the Indemnification.  The Pledge Agreement is
              shown as part of Exhibit E.

       9.     Disputes.
              MegaBingo and SCA agree the resolution of all disputes hereunder
              shall be by binding arbitration pursuant to the Texas General
              Arbitration Act.  The site of said arbitration shall be in
              Dallas, Texas.

       10.    Notices.
              Except for specific Prize Notification provisions set forth in
              the applicable Game Schedule, all notices shall be made in
              writing to the parties' addresses first set for-the above.

       WHEREFORE, the undersigned have executed this Agreement by their duly
authorized representatives as of the day and year first above written.





                                      -3-
<PAGE>   4
MEGABINGO INC.

By:

Title:

                                                  SCA PROMOTIONS, INC.

                                                  By:

                                                  Title:






                                      -4-
<PAGE>   5

                                   Exhibit A

                                 Covered Games





                                      -5-
<PAGE>   6
                                   Exhibit B

                         GAME STANDARDS AND CONDITIONS

I.     Game Standards

       The Games shall be conducted by MegaBingo Inc. on various Indian
reservations throughout the United States.  The Games will be conducted in
compliance with the customary rules of Bingo, except as otherwise specified
herein.

       All game faces on bingo cards used in the Games shall measure 5 columns
x 5 lines.  Each column shall contain 5 numbers, with numbers ranging from 1 to
15- for the first column which shall be referred to as the B column, 16 to 30
for the second column which shall be referred to as the I Column and so on
until the highest available number for column 5, which shall be referred to as
the 0 column is 75.  The center square on each card shall not contain a number
and shall be deemed covered in all Games.  There shall be no repetition of
numbers on any game face on any individual card.

       Each card sold for the Games will have an individual identification
number (the Master Control Number), with each card being assigned a specific
and unique set of numbers (as described above) by a formula.  The
identification number of each card sold (and the algorithm that relates the
identification number to its set of numbers) will reside into a central
computer prior to commencement of a Game.  All calls made during the Games will
be entered into that computer. MegaBingo shall notify SCA of the serial number
(and a method of relating that serial number to an identification number) for
each card sold prior to beginning the Games and it shall make a record showing
the calls made during the Games available to SCA for its confirmation-nation
procedure.  Notification to a mutually acceptable third party shall constitute
notice to SCA.  SCA agrees not to disclose this information to any third party
or to use this information for any purpose other than to verify or validate
winners.

       Each session shall not exceed two (2) hours in duration.  Each session
will be transmitted by satellite to the participating bingo halls.  MegaBingo
will advise SCA which halls will be participating in the Games prior to Games
start-up and will advise SCA of any changes in this information as halls are
added or deleted.

       MegaBingo shall provide all reasonable and necessary security measures
to insure the secrecy of the relationship between the Game card identification
numbers and the set of numbers on the faces of each card.





                                      -6-
<PAGE>   7
       Employees of MegaBingo, advertising agencies and promotional companies
involved in the Games and their immediate families (spouse and dependent
children), agents, successors, and assignees shall be ineligible to participate
in the Games and shall not be eligible for any prize covered herein.  The
parties hereto acknowledge, that SCA is not liable for any prize fulfillment to
Game participants in violation of this term.

       MegaBingo warrants that the Games shall be implemented only where it
(and the procedures specified in this Exhibit) are lawful.  In the event the
actual conditions of the Games are materially different from those represented
by MegaBingo, this Contract shall be null and void unless such changes are made
with the express written consent of SCA.

Bingo Card Generation

       The cards used in the Games must comply with the following generation
specifications.  Any modifications or deviations from same are subject to
approval by SCA prior to use.

       A card shall have up to four game faces, each consisting of five (5)
columns by five (5) rows.  Each of the twenty-five (25) resulting cells
contains a unique number in the range of 1 to 75 inclusive, except for the
center cell which is a wild card or conceded cell.  The card is further limited
by specifying that each column contains a restricted range of numbers as
follows:

<TABLE>
<CAPTION>
       Column        Column        Low            High#
       <S>           <C>           <C>            <C>
       B             1             1              15
       I             2             16             30
       N             3             31             45
       G             4             46             60
       0             5             61             75
</TABLE>

       The possible combinations for each of Columns B,I,G,O are three thousand
three (3,003) = ( 15! ) / ( 10! 5! ).

       The possible combinations for Column N are (1,365) = (15!) / ( 11! 4! ).

       Each of the 3,003 combinations is numbered in sequence using a procedure
similar to the following:





                                      -7-
<PAGE>   8
<TABLE>
<CAPTION>
       Combination #1                             Combination #3003
       Column B                                          Column B
       <S>                                                      <C>
       1                                                        11
       2                                                        12
       3                                                        13
       4                                                        14
       5                                                        15
</TABLE>

       Each possible Column B combination is assigned a unique number.

       Each of the first 1,365 combinations of the N Column is numbered using a
procedure similar to the following:


<TABLE>
<CAPTION>
                     Combination #1               Combination #1365
                     Column N                     Column N
                     --------                     --------
                     <S>                                 <C>
                     31                                  42
                     32                                  43
                     33                                  44
                     34                                  45
</TABLE>

       The next 1,365 combinations (of the N Column) are numbered and sequenced
repeating the procedure immediately above.  The remaining 273 four-number
combinations are computer selected from the population of 1,365 possible N-
Column combinations such that no combination repeats.

       The numbered combinations in each column are then shuffled and reordered
so that each consecutive group of three hundred (300) combinations contains
approximately one hundred (100) occurrences of each of the fifteen numbers in
the population for that column,

       Bingo cards are then generated using a computer model that can be
visualized as a 5-wheel speedometer with each wheel consisting of 3,003
distinct positions.

       Each position on four of the wheels contains a combination of five
numbers.  The middle wheel contains combinations of four numbers in each
position.  The combinations of numbers on each wheel corresponds in content and
sequence to the shuffled and reordered sequences for the B,I,N,G,O column
described earlier.





                                      -8-
<PAGE>   9
       A set of 3,003 bingo cards are then generated by aligning the five
wheels so that the combination number of corresponding positions on each wheel
are the same.  This set is referred to as the master reference deck.

       Additional decks are generated by rotating the relative positions of the
five wheels.

       Just prior to the commencement of card generation in each hall, one or
more decks are assigned to that hall.  The deck is then cut at random to
reassign a new initial card.  The cards are numbered in sequence (the serial
number) as generated for sale.  Additionally the date of printing is stamped on
the card.  As an additional cosmetic measure, the numbers in each column are
printed in random order.

MegaBingo Inc. stores the following information in its computer:

       1)     The deck(s) assigned to each hall.

       2)     The cut (O - 3,002) applicable to each hall.

       3)     The date of printing and card serial number associated ,with each
card generated for sale and sold.

Prize Fulfillment Conditions

       For the purposes of this Agreement, the term "Prize Fulfillment" shall
be defined as the arrangement for the provision of monetary or other
compensation to the winners of Grand Prizes in the Games.

       SCA and MegaBingo agree that for each session, all prize awards will be
made on a parimutuel basis, (the Grand Prizes for any session will be divided
equally among winning contestants).

GRAND PRIZES

       SCA obligations for prize funding shall be scheduled on an exhibit to
this contract which summarizes  all information pertinent to any game for which
SCA has assumed prize liability.





                                      -9-
<PAGE>   10
GRAND PRIZE PROCEDURE

       Prior to 10:00 am on the second business day following a session in
which there is a potential Grand Prize, MegaBingo will furnish the following
information to SCA:

       A)     Complete identification of each winning card with:

              1)     Identification Number

              2)     Serial Number

              3)     Date Stamp

       B)     Name, Address, and Telephone Number(s) of Each Winner(s).

       The names and likeness of Games winners may be used by SCA for
promotional purposes without further compensation to MegaBingo if SCA gains
approval to use such winners, names and likenesses.  MegaBingo will use its
best efforts to assist SCA in gaining such approval.

PRIZE VERIFICATION PROCEDURES

I)     Except as provided in Paragraph 3 herein below, payment by SCA shall be
made if and only  if SCA receives all of the following documents ("Payment
Instructions"):

       A)     a certificate from MegaBingo stating the following:

              1.     $           was won in a Game conducted in conjunction
with (the "Game") on (date) (the "Win Date").  The name, address and telephone
number of the winner(s) thereof and the portion of the Grand Prize payable to
each winner thereof is an follows:
   (name, address, telephone number and Grand Prize portion for each winner)

              2.     The Game in which the Grand Prize was won was conducted as
outlined in this agreement

              3.     The amount of the non-annuity portion of the Grand Prize
paid or to be paid to the winner(s) of the Grand Prize or reimbursed or to be
reimbursed to Hall Operators for such payment by them is $

              4.     The amount of funds to be paid by SCA pursuant to this
Payment





                                      -10-
<PAGE>   11
Instruction is $

       B)     a certificate from Wackenhut Security (or other security firm
employed by the Hall in which the drawing was held in the Game in which the
Grand Prize was won) stating the following:

              "1.    The undersigned is the security firm employed by the bingo
hall in which the drawing was held in the (Name of Game on (the Win Date).

              2.     The bingo balls used for said drawing were taken by this
security firm directly from the drawing area immediately after said game,
placed in a sealed container by this security firm and delivered by this
security firm to Midstates Analytical Laboratories of Tulsa, Oklahoma."

       C)     one of more certificates from either Wackenhut Security (or other
security firm employed by the Hall in which the drawing was held in the game in
which the Grand Prize was won) or from each of the security organizations
employed by the bingo halls where the winner(s) of the Grand Prize won the
Grand Prize stating the following:

       "The undersigned is the security firm employed by the bingo hall in
which the drawing was held in the game on (the Win Date).  The serial number of
each winning bingo card held by each winner of the date or a portion thereof is
on the list of game cards sold in said game and that said list was delivered by
MegaBingo, Inc. to this security firm prior to the start of said game."

                                       or

       "The undersigned is the security firm for the bingo hall in which a
winner or winners of the Grand Prize or a portion thereof won the such prize on
(the Win Date) - The serial number of each  winning game card held by each such
winner in said hall is on the list of game cards sold in said hall and said
list was delivered by MegaBingo, Inc. to this security firm prior to the start
of said game."

       D)     of more certificates from Midstates Analytical Laboratories of
Tulsa, Oklahoma stating the following:

       1.     The undersigned Lab has performed weight and size tests on the
bingo balls which MegaBingo, Inc. has purported would be used in the games.





                                      -11-
<PAGE>   12
       2.     The undersigned Lab received from the (name of sen firm referred
to in certificate (b) above) bingo balls which said security firm purported to
be the bingo balls used in the drawing of the game conducted on (the Win Date)
and said bingo balls were found to be within the following tolerances for
weight and size, to wit: the weight of each ball has not changed from the
original test weight by more than 15% and the diameter of each ball has not
changed from the original test diameter by more than 10%."





                                      -12-
<PAGE>   13
                                   EXHIBIT D

       Re: Indemnification of MegaBingo re: Prize Winner Payment Contract
#______

Dear Mike:

For consideration received, SCA Promotions, Inc. agrees to indemnify MegaBingo,
Inc. against claims arising from SCA Promotions' failure to pay the winner as
required in the above referenced Prize Winner Payment Contract.

SCA agrees to place assets in a separate account, or subaccount with Merrill
Lynch which is pledged to indemnify MegaBingo, Inc. as the Sponsor of the
MegaBingo game.

The Pledge Agreement is attached to this letter of indemnification.  The assets
will be placed in the referenced account within thirty days of the date of this
letter.  Copies of the account statements will be supplied to MegaBingo.

Sincerely,


Jack Saltiel





                                      -13-
<PAGE>   14
                                   EXHIBIT E

                             SECURITY AGREEMENT FOR
                          PLEDGE OF PERSONAL PROPERTY

       This Security Agreement for Pledge of Personal Property is entered into
between MEGABINGO, INC., a corporation with its principal place of business
located at 7335 South Lewis, Suite 302, Tulsa, Oklahoma 74136 ("Secured
Party"), and SCA PROMOTIONS, INC. a Texas corporation with its principal place
of business located at 8300 Douglas Avenue, Suite 625, Dallas, Texas 75225 (the
"Pledgor"), effective as of the I day of October, 1995.

                                    RECITALS

       A.     Pledgor is engaged in the business of providing coverage for the
risk of loss associated with the conduct of certain games, contests and
promotions.

       B.     Secured Party is in the business of conducting lawful games of
chance.

       C.     Pledgor is indebted to the winner of a certain game, contest or
promotion conducted by Secured Party, as evidenced by that certain Prize Winner
Payment Contract dated between Pledgor and the winner (the "Payment Contract"),
in the principal sum of $_______ (the debt").  Pledgor has also indemnified
Secured Party from any loss in connection with the Payment Contract pursuant to
a separate indemnification agreement between Secured Party and Pledgor (the
"Indemnity").

       D.     Pledgor and the Secured Party desire to have Pledgor grant the
Secured Party a security interest in certain collateral as security for
Pledgor's performance of the terms and conditions of the Payment Contract and
the Indemnity as well as certain obligations set forth herein.

       NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereto agree as follows:





                                      -14-
<PAGE>   15
                    THIS AGREEMENT IS SUBJECT TO ARBITRATION
                                   AGREEMENTS

       1.     Security Interests.

       Pledgor hereby creates and grants to the Secured Party a security
interest in the collateral described in paragraph 2 hereof to secure the
payment and performance of the obligations of Pledgor under the Payment
Contract.

       2.     Collateral.

       The collateral in which the security interest is created is Account
Number (the "Account") in the name of Pledgor at Merrill Lynch Pierce, Fencer &
Smith Inc., 2121 Avenue of the Stars, Century City, California 90067 ("Merrill
Lynch"), which Account has a present balance of $__________.  The Account is
sometimes hereinafter referred to as the "Collateral," and the Collateral is,
contemporaneously with the execution of this Agreement, hereby deposited with
Merrill Lynch.

       3.     Obligation Secured.

       The security interest created hereby secures the performance and
discharge of each and every obligation, covenant and agreement of Pledgor
contained in the Indemnity and herein.

       4.     Warranties and Representations of Pledgor.

              Pledgor warrants and represents that:

              (a)    the Collateral is free and clear of any security interest
       (other than the security interest herein granted), liens, restrictions
       or encumbrances; and

              (b)    Pledgor has full right and power to transfer the
       Collateral to the Secured Party free and clear thereof and to enter into
       and carry out this Agreement;





                                      -15-
<PAGE>   16
       5.     Other Covenants of Pledgor and Secured Part .

              5.1    Covenants of Pledgor.  Pledgor hereby covenants and
              agrees:

                     (a)    to make all payments to satisfy the Payment
              Contract;

                     (b)    to notify the Secured Party in writing within Five
              (5) business days of Pledgor's payment of each installment
              required to be paid by Pledgor under the Payment Contract, and

                     (c)    not to withdraw from, or reduce the balance of, the
              Account except in partial or full satisfaction of its obligations
              under the Payment Contract, the Indemnity or this Agreement.

       5.2    Covenants of Secured Party.  Secured Party hereby covenants and
agrees:

              (a)    to acknowledge in writing to Pledgor the receipt by
       Secured Party of written notice from Pledgor of all payments made by
       Pledgor in satisfaction of the Payment Contract;

              (b)    to release Pledgor from any obligation of indemnification
       to Secured Party under the Indemnity with respect to each payment made
       thin Fifteen (15) business days of Secured Party's receipt of written
       notice of payment from Pledgor, and Secured Party hereby acknowledges
       that its failure to acknowledge in writing its receipt of written notice
       of payment from Pledgor shall be deemed a release of Pledgor from any
       and all obligation to Secured Party under the Indemnity with respect to
       that Payment Contract; and

              (c)    that Pledgor may withdraw from the Account any balance
       remaining after all payments required under the Payment Contract have
       been made and thereafter use such remaining balance as Pledgor shall
       choose in the exercise of its sole discretion and without further
       obligation to Secured Party.

       6.     Events of Default.

       As used herein, "Event of Default" shall be any or all of the following:

              (a)    The failure of Pledgor punctually and properly to observe,
       keep or perform any covenant, agreement or condition required by the
       Indemnity or this Agreement to be observed, kept or performed;

              (b)    The failure of Pledgor to punctually and properly to pay
       the prize evidenced by the Payment Contract in accordance with the terms
       thereof,





                                      -16-
<PAGE>   17
              (c)    The making by Pledgor of an assignment for the benefit of
       its creditors, or the consent by Pledgor to the appointment of a
       receiver or a liquidator of itself or of any substantial portion of its
       assets, or the seizure by a receiver, trustee or other officer appointed
       by any court or any sheriff, constable, marshal or similar governmental
       officer, under color of legal authority, of any substantial portion of
       the assets of Pledgor and holding possession thereof for a period of
       thirty (30) days; or the assumption of jurisdiction, custody or control
       of any of the assets of Pledgor under the provisions . of any other now
       existing or future law providing for reorganization, dissolution,
       liquidation or winding up of persons or corporations, if Pledgor shall
       not have been restored to custody and control of such assets within
       thirty (30) days after the date of such assumption; or if a final
       judgment for the payment of money shall be rendered against Pledgor and,
       within thirty (30) days after the entry thereof, such judgment shall not
       have been discharged or execution thereof stayed pending appeal, or if,
       within thirty (30) days after the expiration of any such stay, such
       judgment shall not have been discharged.

       7.     Disposition of Collateral on Default.

       Upon the occurrence of any event of default, the Secured Party may elect
to sell, or otherwise dispose of the Collateral or any part thereof or to
accept or take title to the Collateral or any party thereof in satisfaction of
the Debt of the Pledgor to the Secured Party, such disposition of the
Collateral to be made as authorized by the Texas Business and Commerce Code
after the giving by the Secured Party of such notice or notification as may be
required by said code.  In the event of any such sale or other disposition of
the Collateral, all reasonable costs incurred in the preparation of the
Collateral for such sale or disposition, all reasonable attorneys' fees and
legal expenses connected therewith shall be and become part of the obligations
of Pledgor secured by the Collateral, together with interest thereon at a rate
equal to the lesser of (i) two (2) percentage points over the prime rate as
reflected in the Money Rates Section of the Wall Street Journal, or (ii) the
highest lawful rate, until the prize is paid in full.  However, in no event
will the Pledgor have any liability beyond the assets in the Account at the
time of the event of default.

       8.     Waiver.

       No failure or delay by Secured Party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, and no single or partial
exercise thereof shall preclude any other or further exercise or the exercise
of any other right, power or privilege.





                                      -17-
<PAGE>   18
       9.     Severability.

       Should any one or more or the provisions hereof be determined to be
illegal or unenforceable, all other provisions hereof shall be given effect
separately therefrom and shall not be affected thereby.

       10.    Notices.

       All notices, requests or other communications required hereunder shall
be in writing and shall be given by personal delivery, national overnight
courier, facsimile transmission, or certified or registered mail, to either
party at the respective addresses set forth in the first paragraph of this
Agreement, or to such other address as shall be specified in writing by such
party to the other party in accordance vath the terms and conditions of this
Section.  All notices, requests or other communications shall be deemed
effective (i) immediately if delivered personally or by facsimile transmission,
(ii) the next business day if delivered by national overnight courier, or (iii)
Three (3) business days after deposit vath the United States Postal Service,
postage prepaid, if delivered by certified or registered mail.


       11.    Assignment of Secured Party.

       This Agreement and the security interest created hereby shall be
assignable by the Secured Party, shall inure to the benefit of Secured Party's
successors and assigns, and shall be  binding upon the Pledgor and its
successors and assigns.

       12.    Choice of Law.

       It is the intention of the parties that the laws of Texas should govern
the validity of this Agreement, the construction of its terms and the
interpretation of the rights and duties of the parties.

       13.    Arbitration.

       Any dispute relating to the interpretation or performance of this
Agreement shall be resolved at the request of either party only through final
and binding arbitration.  Such arbitration shall be conducted by a panel of
Three (3) arbitrators in Dallas, Texas.  Either party may initiate arbitration
of any dispute under this Agreement by giving written notice to the other party
of the commencement of arbitration proceedings.  Within Ten (10) days after the
date of that written notice initiating arbitration, each party shall have
selected a single arbitrator and





                                      -18-
<PAGE>   19
notified the other party of the identity of its selection.  The two selected
arbitrators shall together select the third arbitrator thin the next ten-day
period.  Each party shall bear the cost of the arbitrator selected by it, and
the two parties shall share equally the costs of the third arbitrator.

       The arbitration shall be an expedited proceeding in which discovery and
testimony are limited.  Each party shall be limited to Two (2) depositions.
Neither party shall be permitted to conduct discovery by written
interrogatories.  The arbitration hearing shall commence within Thirty (30)
days after the date of the written notice initiating arbitration.  Each party
shall be limited to a total of Six (6) hours in which to present its case over
a time period for both presentations wch shall not to exceed Two (2)
consecutive calendar days.  All time expended by a party in cross examining the
other party's witnesses shall be charged to the party conducting that cross
examination.  Each party shall be lifted to Two (2) witnesses who may testify
orally.  All other testimony shall be by written declarations limited to Five
(5) pages per witness.  The written decision of the arbitrators shall be
rendered within Ten (10) days after the conclusion of all oral testimony.
Except as set forth in this paragraph, the then-current commercial arbitration
rules of the American Arbitration Association ("AAA") shall govern the conduct
of any arbitration proceeding.

       If judicial enforcement of the award of the arbitrators is sought by
either party, judgment may be entered upon such award in any court of competent
jurisdiction.  The prevailing party in the arbitration, or in any such judicial
enforcement of the arbitration award, shall be entitled to recover all of its
attorneys' fees and costs from the other party.  The duty of the parties to
arbitrate any dispute relating to the interpretation or performance of this
Agreement shall survive the termination of this Agreement.

       14.    Paragraph Headings.

       Paragraph and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning of this
Agreement or its interpretation.

       15.    Entire Agreement.

       This Agreement constitutes the entire agreement between the parties
hereto, and there are no agreements, understandings, restrictions, warranties
or representations between the parties other than those set forth herein or
herein provided for.





                                      -19-
<PAGE>   20
                                      SECURED PARTY:
                                      MEGABINGO, INC.


                                      By:                                       
                                         ---------------------------------------
                                         Nelson Johnson
                                         President

                                      PLEDGOR:
                                      SCA PROMOTIONS, INC.


                                      By:                                       
                                         ---------------------------------------
                                         Robert D. Hamman
                                         President





                                      -20-