<PAGE>


                                                                    Exhibit 4.22

                         MERCHANDISING LICENSE AGREEMENT

1.    Licensor            Ripley Entertainment Inc. ("Licensor")
                          5728 Major Boulevard
                          Suite 700
                          Orlando, Florida 32819
                          Attention: Mr. Norm Deska
                          Fax: (407) 345-0801

      Licensee:           Mikohn Gaming Corporation ("Licensee")
                          a Nevada corporation
                          1045 Palms Airport
                          Las Vegas, NV 89119
                          Attention: Olaf Vancura and Charles H. McCrea, Jr.
                          Phone: 800-336-8449 Fax: 702-263-1661

      Representative:     Signatures Network, Inc. ("Representative")
                          Two Bryant Street, Third Floor
                          San Francisco, CA 94105
                          Attention:  Music Licensing
                          Phone: (415) 247-7400; Fax: (415) 247-7407

2.    Property:           N/A

3.    Proprietary Subject Matter: Expressly subject to Paragraph 27.4 of the
            Agreement, the Proprietary Subject Matter shall mean:

            a) the following words and phrases, and any symbols, trademarks,
            copyrights, designs, characters, advertising artwork, logos, and
            visual representations relating thereto which are controlled by
            Licensor: "RIPLEY", "RIPLEY'S BELIEVE IT OR NOT!", and/or "BELIEVE
            IT OR NOT!"; and

            b) drawings, cartoons, files, photographs, and film footage owned or
            controlled by Licensor on the subject of extraordinary facts,
            subject to Licensor's approval as to the amount and nature of such
            material requested by Licensee, such approval not to be unreasonably
            withheld.

4.    Articles: Gaming machines (i.e., slot machines) for use in legal gaming
operations, which machines utilize, bear, or otherwise relate to the
Proprietary Subject Matter ("Articles").

5.    Territory: The world ("Territory"). Nothwithstanding the foregoing, in the
event the Articles are not sold, leased or otherwise commercially introduced in
the following geographic areas within the specified period of time, Licensee's
rights in the applicable geographic area shall automatically terminate:

     United States and Canada: within [  ] after full execution of this
     Agreement;

     Australia: within [  ] after full execution of this Agreement;

     South America: within [  ] after full execution of this Agreement;

     Europe: within [  ] after full execution of this Agreement;

     Africa: within [  ] after full execution of this Agreement;

     Asia: within [  ] after full execution of this Agreement.

Certain confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 406 of the Securities
Exchange Act of 1934.

<PAGE>


6.    Term: a) The Term shall commence on January 1, 2000 and expire on [  ],
               unless sooner terminated as provided in Exhibit "A" hereto
               ("Initial Term").

            b) Provided Licensee has (i) fully performed all of the terms and
               conditions of this Agreement, and (ii) sold (and accounted to
               Licensor for) a sufficient number of Articles during the Initial
               Term so as to have generated at least [  ] in Royalties, Licensee
               shall have an option (the "First Option") to extend the Initial
               Term for an additional [  ] period commencing as of the end of
               the Initial Term and ending on [  ], unless sooner terminated as
               provided in Exhibit "A" hereto (the "First Option Term"). In
               order to exercise the First Option, Licensee must provide
               Licensor with written notice of its intention to exercise such
               Option no later than [  ] prior to the expiration of the Initial
               Term.

            c) Provided Licensee has (i) fully performed all of the terms and
               conditions of this Agreement, and (ii) sold (and accounted to
               Licensor for) a sufficient number of Articles during the First
               Option Term so as to have generated at least [  ] in Royalties,
               Licensee shall have an option (the "Second Option") to extend the
               First Option Term for an additional [  ] period commencing as of
               the end of the Initial Term and ending on [  ], unless sooner
               terminated as provided in Exhibit "A" hereto (the "Second Option
               Term"). In order to exercise the Second Option, Licensee must
               provide Licensor with written notice of its intention to exercise
               such Option no later than [  ] prior to the expiration of the
               First Option Term.

               Licensee's performance during the First Option Term and the
               Second Option Term shall be governed by the same terms and
               conditions recited in this Agreement for the Initial Term. Unless
               otherwise indicated by the text of this Agreement, the Initial
               Term, the First Option Term and the Second Option Term shall be
               collectively referred to herein as the "Term".



Signatures Contract No.: 191224                                   Execution Copy


                                      -2-

Certain confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 406 of the Securities
Exchange Act of 1934.



<PAGE>



7.    Exclusivity: Exclusive license

8.    Royalty Rate:

            a) For each installed Article (i.e. placement of an Article on a
            casino customer's premises pursuant to a lease, revenue
            participation or similar agreement) Licensee shall pay Licensor the
            following fee:

               In the event [  ] the license fee shall be [  ]

               In the event [  ] the license fee shall be [  ]

               In the event [  ] the license fee shall be [  ]

            b) In the event [  ], Licensee shall pay Licensor an amount equal
            to [  ]. Licensee shall not [   ] any Article unless [   ] is
            required by law, or if placement of an Article on a casino
            customer's premises pursuant to a [   ] is, in Licensee's good faith
            business judgement, economically unfeasible.

            (Unless otherwise indicated by the context, the foregoing license
            fees shall be collectively referred to herein as the "Royalty
            Rate").


9.    Advance:    US $[  ] ("Advance"), payable as follows:

                  $[  ] due upon Licensee's execution of this Agreement;

                  $[  ] due upon Licensee's receipt of approval of the Articles
                  from the Nevada Gaming Commission, which the parties
                  anticipate shall be before [  ];

                  $[  ] due on or before [  ];

                  $[  ] due on or before [  ];

                  $[  ] due on or before [  ];

                  $[  ] due on or before [  ];

                  $[  ] due on or before [  ];

                  $[  ] due on or before [  ];

Licensee shall submit the Articles for approval by the Nevada Gaming Commission
within [  ] after execution of this Agreement. Notwithsatanding the foregoing
payment schedule, upon Licensee's receipt of approval of the Articles from the
Nevada Gaming Commission, (which approval the parties anticipate shall be
received no later than [  ] after submittal Licensee shall have [  ] from the
date of its receipt of such approval to determine whether commercial development
of the Articles is economically feasible ("Reassessment Period"). In the event
Licensee, in its good faith business judgement, determines that commercial
development of the Articles is not economically feasible, then Licensee shall
have the right to terminate this Agreement upon written notice to Licensor,
provided that such notice is received by Licensor during the Reassessment
Period. In the event of such termination, (a) Licensor shall retain the [  ]
Advance paid on execution of this Agreement, and (b) Licensee shall have no
obligation to pay the remainder of the Guarantee. In the event Licensee
determines that commercial development of the Articles is economically feasible,
or such termination notice is not timely received, Licensee's payment
obligations set out above shall remain in full force and effect.

Signatures Contract No.: 191224                                   Execution Copy

                                      -3-

Certain confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 406 of the Securities
Exchange Act of 1934.



<PAGE>


10.   Guarantee:

            US $[    ] (inclusive of the Advance) ("Guarantee").

In addition, to and as part of the Guarantee due pursuant to this Agreement,
upon full execution of this Agreement, Licensee shall issue to Licensor (and/or
such other parties as Licensor my designate) a warrant (the form of which shall
be subject to the mutual agreement of the parties and shall conform to all
applicable laws) to purchase 35,000 shares of the Licensee's Common Stock (the
"Warrant"), exercisable at a price equal to the closing price on the date which
this Agreement is fully executed ("Strike Price"). Such Warrant may be
exercisable at any time by Licensor (and/or such other parties as Licensor my
designate) through December 31, 2009. In the event the Licensee is purchased,
merged, acquired or substantially all of the Licensee's assets are acquired
(individually and collectively, a "Transfer"), then, concurrent with such
Transfer, the Warrant shall be canceled, and Licensor shall receive a warrant or
other comparable right to receive, at the Strike Price such consideration as
received with respect to each share of the Licensee's Common Stock in such
Transfer. The value of such stock shall not be non-refundable and non-
recoupable.

Signatures Contract No.: 191224                                   Execution Copy

                                      -4-

Certain confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 406 of the Securities
Exchange Act of 1934.


<PAGE>


11.   Channels of Distribution: The sale of Articles to casino customers for use
           in legal gaming operations, and the placement of Articles on a casino
           customer's premises pursuant to a lease, revenue participation or
           similar agreement, for use in legal gaming operations ("Channels of
           Distribution").

12.   Earliest In-Store Date:  [    ] ("Earliest In-Store Date").

13.   Shipping Date:  [    ] ("Shipping Date").

14.   Copyright and Trademark Notices:

           Copyright: (C) [calendar year] Ripley Entertainment Inc. All rights
                      reserved.

           Trademark: [As directed by licensor]

15.   Approvals: As described in Paragraph 26 of the Agreement, all Articles and
           any related packaging and advertising must be approved by Licensor in
           writing before distribution or sale by Licensee. Specifically,
           Licensor shall have the right to approve (a) all artwork to be used
           on or in connection with the Articles, and (b) all relevant details
           concerning the game concept therefor (including but not limited to
           storyboards and video footage). Notwithstanding anything to the
           contrary set out in Paragraph 26 of the Agreement, Licensee and
           Licensor agree that prior to the commercial use of any Article,
           Licensor shall have the right to approve an initial production sample
           thereof at Licensee's place of business in Las Vegas, Nevada.

16.   Insurance Amount: US $1,000,000.00 per occurrence per year.

17.   Samples: Licensee shall have no obligation to provide Licensor with
           production samples of Articles, provided that, at Licensor's
           reasonable request and at Licensee's sole expense, Licensee will
           deliver an Article to those locations in the US specified by Licensor
           (subject to all applicable laws and regulations, and not more
           frequently than twice in any 12-month period) for Licensor's use as a
           sales and/or promotional tool for a reasonable length of time.

18.   Additional Terms: The attached Exhibit "A" (Standard Terms and Conditions)
           is incorporated herein by this reference.

Signatures Contract No.: 191224                                   Execution Copy

                                      -5-

Certain confidential information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to Rule 406 of the Securities
Exchange Act of 1934.


<PAGE>

By signing below, Licensee affirms that it is in agreement with the foregoing
and that it has read and understands and agrees to be bound by Exhibit "A"
(Standard Terms and Conditions) attached hereto and forming a part hereof.
Licensee further agrees that this Agreement shall also serve as an invoice to
Licensee with respect to the amounts payable as set forth above and Licensee
agrees to pay such amounts to Licensor as and when specified above. This
Agreement shall not be binding upon Licensor until fully executed and delivered.

ACCEPTED AND AGREED TO:


RIP ENTERTAINMENT INC.                   MIKOHN GAMING CORPORATION

By: /s/ Robert E. Masterson              By: /s/ Charles H. McCrea, Jr.
   --------------------------------         --------------------------------

Print Name: Robert E. Masterson          Print Name: Charles H. McCrea, Jr.
           ------------------------                 ------------------------

Title:  President                        Title: Executive Vice President
      -----------------------------             and General Counsel
                                               -----------------------------

Date:  24 January 00                     Date:   January 7, 2000
     ------------------------------           ------------------------------

ACKNOWLEDGED BY REPRESENTATIVE: RIPLEY ENTERTAINMENT INC.


SIGNATURES NETWORK, INC.                 RIPLEY ENTERTAINMENT INC.

By: /s/ Dell Furano                      By: /s/ Norm Deslaa
   --------------------------------         --------------------------------

Print Name: Dell Furano                  Print Name: Norm Deslaa
           ------------------------                 ------------------------

Title:  President/CEO                    Title: Vice President
      -----------------------------            -----------------------------

Date:  1/25/00                           Date:   1/18/2000
     ------------------------------           ------------------------------

Signatures Contract No.: 191224                                   Execution Copy


                                      -6-
<PAGE>

                                    EXHIBIT "A"

                         MERCHANDISING LICENSE AGREEMENT

                          STANDARD TERMS AND CONDITIONS

      These Standard Terms and Conditions shall be deemed fully incorporated in
the Merchandising License Agreement ("Underlying Agreement") to which this
Exhibit "A" is attached, and these Standard Terms and Conditions and the
Underlying Agreement shall hereinafter be collectively referred to as the
"Agreement". All terms shall, unless expressly provided to the contrary herein,
have the same respective meanings as set forth in the Underlying Agreement.
Unless expressly provided to the contrary herein, to the extent that any
provision of these Standard Terms and Conditions conflicts with any provision of
the Underlying Agreement, the Underlying Agreement shall control.

19. FURTHER CONDITIONS ON GRANT OF RIGHTS.

      Licensor hereby grants to Licensee, and Licensee hereby accepts, the right
and license to utilize during the Term the Proprietary Subject Matter solely on
or in connection with the manufacture and sale of Articles in the Territory,
subject to the terms and conditions hereunder. Licensee shall be entitled to
sell Articles solely in the Channels of Distribution set forth in Paragraph 11
of the Underlying Agreement. The third sentence of paragraph 19 shall be deleted
in its entirety. Licensee agrees that it will not make or authorize any use,
direct or indirect, of the Articles outside the Territory or outside the
Channels of Distribution and that it will not intentionally sell Articles to
persons who intend or are likely to resell them outside the Territory or outside
the Channels of Distribution. For the avoidance of doubt, where the Territory
includes one or more Member States of the European Economic Area ("EEA") or
States which have concluded Free Trade Agreements with the European Union
("EU"), nothing in this Agreement shall prevent the Licensee from supplying from
time to time unsolicited orders for Licensed Products to purchasers in countries
outside the Territory which are Members of the EEA or States which have
concluded Free Trade Agreements with the EU, or prevent the Licensor from
permitting any other Licensee from supplying any such unsolicited orders for
goods in respect of which they are licensed, PROVIDED ALWAYS THAT the Licensee
shall not solicit orders for Licensed Products from purchasers in countries
outside the Territory or establish any branch or maintain any distribution depot
outside of the Territory.

20. CONSIDERATION.

      20.1 Licensee shall pay Licensor a non-refundable Advance against
Royalties in the amount(s) and at the time(s) specified in Paragraph 9. Licensee
shall be entitled to apply the Advance against Royalties due Licensor hereunder
during the Term.

      20.2. Licensee shall pay Licensor the Royalty Rate specified in Paragraph
            8. Other than as specified in Paragraph 8, no deductions shall be
            taken from any amounts due from Royalties or fees due Licensor
            including, without limitation, deductions for cash or other
            discounts or uncollectible accounts. No costs incurred in the
            manufacture, sale, distribution, or promotion of Articles shall be
            deducted from any Royalties payable to Licensor. Licensee shall pay,
            and hold Licensor forever harmless from, all taxes, customs, duties,
            levies, impost or any other charges now or hereafter imposed or
            based upon the manufacture, delivery, license, sale, possession or
            use hereunder to or by Licensee of the Articles (including, but not
            limited to sales, use, inventory, income and value added taxes on
            sales of Articles), which charges shall not be deducted from
            Licensor's Royalties, the Advance, or the Guarantee.

Signatures Contract No.: 191224                                   Execution Copy

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<PAGE>

      20.3 Paragraph 20.3 shall be deleted in its entirety.

      20.4 Paragraph 20.4 shall be deleted in its entirety and replaced with the
            following:

            If Articles are sold, Royalties hereunder shall accrue when such
            Article is sold, shipped, distributed, billed and/or paid for, which
            ever occurs first.

            In the event an Article is on a casino customer's premises pursuant
            to a lease, revenue participation or similar agreement, royalties
            shall accrue on a daily basis as of the date of such placement.

      20.5 If withholding taxes based on Licensor's direct net income taxes are
required, Licensee may deduct the required amount from Royalties prior to
remitting same to Licensor, provided Licensee provides Licensor with a copy of
such withholding tax payment prior to such deduction and provides Licensor with
the appropriate tax credit forms within sixty (60) days of payment of such
withholding tax and affords all necessary cooperation and support to Licensor in
order to get reimbursed and/or credited. In the event Licensee does not provide
the appropriate tax credit form within sixty (60) days of payment of withholding
taxes, Licensee shall be liable to and shall reimburse Licensor for the amounts
deducted from Royalties for withholding taxes in the immediately following
Royalty Report.

      20.6 Licensee shall pay Licensor a minimum Royalties Guarantee for the
Term, inclusive of the Advance, in the amount specified in Paragraph 10, payable
at the expiration or earlier termination of the Term, unless otherwise paid
earlier as an Advance.

21. ACCOUNTING; AUDITING.

      21.1 On the form attached hereto or on such other form as Licensor may
from time to time provide to Licensee, Licensee shall (i) render royalty reports
("Royalty Reports") to Licensor on a quarterly basis within thirty (30) days
after the close of each calendar quarter during the Term hereof, whether or not
any payment is shown to be due to Licensor thereunder, and (ii) remit payments
due Licensor, if any, along with such Royalty Reports. If the Territory covers
more than one country, Royalty Reports shall be prepared on a country-by-country
basis. Royalties may be computed in the currency of the country where earned and
paid to the Licensor in U.S. Dollars at the exchange rate received by Licensee
at the time of conversion. Licensee shall be solely responsible for all costs of
any currency conversion to U.S. Dollars, and such costs shall not reduce the
amounts due to Licensor hereunder. Acceptance of Royalties by Licensor shall not
preclude Licensor from questioning the correctness of same at any time. All
Royalties shall be made without set-off of any amount whatsoever, whether based
upon any claimed debt or liability of Licensor to Licensee. All Royalties and
Royalty Reports shall be sent to: Signatures Network, Inc., P.O. Box 191627, San
Francisco, CA 94105, Attn.: Accounting.

      21.2 Licensee shall keep and maintain accurate books of account and
records covering all

Signatures Contract No.: 191224                                   Execution Copy

                                      -8-
<PAGE>

transactions relating to this Agreement. Licensor or its designee shall be
entitled to (i) audit and inspect such books and records at any time or times
during or after the Term of the Agreement during reasonable business hours and
upon five (5) days prior written notice to Licensee, and (ii) make copies and
summaries of such books and records. All such books of account and records shall
be retained by Licensee for a minimum of three (3) years after expiration or
termination of this Agreement. If Licensor's duly authorized representative
discovers a deficiency in the Royalties paid to Licensor for any period under
audit (an "Audit Deficiency"), Licensee shall promptly pay such Audit Deficiency
to Licensor and, if such Audit Deficiency is three percent (3%) or more of the
Royalties paid to Licensor for such audit period, Licensee shall also reimburse
Licensor for all costs and expenses incurred by Licensor in connection with such
audit. In calculating costs for an internal auditor to perform such audit,
Licensor shall bill its personnel costs incurred in performing such audit on an
hourly basis at the hourly salaried rate of the personnel performing such
services multiplied by a factor of 1.75. If such Audit Deficiency is twenty
percent (20%) or more of the Royalties paid to Licensor for such audit period,
then in addition to the above, Licensor may, at its sole option, immediately
terminate the Agreement upon notice to Licensee, even if Licensee tenders the
Audit Deficiency and associated costs and expenses to Licensor.

      21.3 Without prejudice to any other rights of Licensor hereunder, time is
of the essence regarding all payments due hereunder and Licensee shall pay
interest on any Audit Deficiency, as well as on all delinquent Royalty payments
hereunder, at two percent plus the "prime rate" established by the Bank of
America in San Francisco, compounded annually at the rate from time to time in
effect and calculated from the date on which such payment was due.

22. EXCLUSIVITY.

      22.1 If, and only if, the Underlying Agreement specifies that Licensee's
license hereunder is exclusive, Licensor shall not, except as otherwise provided
herein, grant any other licenses effective during the Term for the use of the
Proprietary Subject Matter in connection with the manufacture, distribution and
sale in the Channels of Distribution in the Territory of the Articles as
expressly described in the Underlying Agreement. Notwithstanding the foregoing,
nothing in this Agreement shall be construed to prevent Licensor from granting
any licenses for the use of the Proprietary Subject Matter other than as
provided herein, or from utilizing the Proprietary Subject Matter in any manner
whatsoever other than as provided herein.

      22.2 If the Underlying Agreement specifies that Licensees license
hereunder is non-exclusive, then Licensor shall be free to utilize, or to grant
any license to third parties to utilize, the Proprietary Subject Matter in any
manner for any purposes whatsoever.

23. COPYRIGHT, TRADEMARKS, ETC.

      23.1 Licensee's use of the Proprietary Subject Matter shall inure
exclusively to the benefit of Licensor, and Licensee shall not acquire any
rights therein. Licensee recognizes the value of the goodwill associated with
the Proprietary Subject Matter, and that the Proprietary Subject Matter has
acquired secondary meaning in the mind of the public. Licensee agrees, during
the Term and thereafter, never to contest the rights of Licensor in such
Proprietary Subject Matter or the validity of the license herein granted to it.
Licensee shall not at any time apply for any registration of any copyright,
trademark, patent, or any other intellectual property right, whether recognized
currently or in the future, or other designation which would affect the
ownership or rights of Licensor in and to the Proprietary Subject Matter nor
file any document with any governmental authority or otherwise to take any
action which would adversely affect any of such ownership or rights in and to
the Proprietary Subject Matter, or assist anyone else in doing so.

      23.2 Ownership of all intellectual property rights, whether recognized
currently or in the future, including, without limitation, copyright, patent and
trademark rights, in the Articles and in all artwork, packaging, copy, literary
text, advertising material and promotion

Signatures Contract No.: 191224                                   Execution Copy


                                      -9-
<PAGE>

material of any sort utilizing the Proprietary Subject Matter, including all
such material developed by Licensee, shall vest in Licensor and title thereof
shall be in the name of Licensor, or its respective designees. All such items
and all Articles shall bear the copyright and trademark notices specified in
Paragraph 14 and any other legal notices which Licensor may from time to time
prescribe. Any and all additions to, and new renderings, modifications or
embellishments of the artwork shall, notwithstanding their invention, creation
and use by Licensee or its agents, be and remain the property of Licensor, and
Licensor may use, and License others to use the same, subject only to the
provisions of this Agreement. Licensee shall enter into written agreements with
all of its employees and independent contractors (i) providing that all artwork
and designs created by them in the course of Licensee's performance under this
Agreement shall be the property of Licensor either as works for hire under
United States copyright law or otherwise, and (ii) obligating them to assign all
rights in such artwork and designs to Licensor. Upon the request of licensor,
Licensee shall submit to Licensor for Licensor's approval copies of all such
agreements prior to use thereof. Licensee shall not permit any of its employees
or independent contractors to obtain or reserve, by written or oral agreement or
otherwise, any rights as "authors" or "inventors" of any such artwork or
designs (as such terms are used in present or future United States copyright
and/or patent statutes or judicial decisions). Licensee shall furnish to
Licensor at Licensor's request, full information concerning the invention and
creation of such artwork and designs, together with the originals of assignments
of all rights therein obtained from all such third parties to Licenser.

      23.3 Licensee shall assist Licensor, at Licensor's request and expense, in
the procurement and maintenance of Licensor's rights in the Proprietary Subject
Matter (including all intellectual property rights, whether recognized currently
or in the future). In connection therewith, Licensee shall, without limitation,
execute and deliver to Licensor in such form as it may reasonably request, all
instruments necessary to (i) effectuate copyright and trademark protection, (ii)
record Licensee as a registered user of any trademarks pursuant to this
Agreement, or (iii) cancel any such registration. Such registration shall be
handled by attorneys selected or approved by Licensor. Licensor makes no
warranty or representation that trademark or copyright protection shall be
secured in the Proprietary Subject Matter.

      23.4 Licensor and Licensee shall cooperate to ensure that third parties
may not unlawfully infringe on the Proprietary Subject Matter or engage in any
acts of unfair competition involving the Proprietary Subject Matter. Licensee
shall promptly notify the Licensor of any such infringements or acts of unfair
competition by third parties that comes to its attention. Licensor shall have
the exclusive right, exercisable at its discretion, to institute in its own name
and/or Licensee's name and to control, all actions against third parties
relating to Licensor's copyrights, trademarks, and other proprietary rights in
and to the Proprietary Subject Matter, at Licensor's expense. With respect to
any such actions, Licensor shall employ counsel of its own choice to direct the
handling of the litigation and any settlement thereof. Licensor shall be
entitled to receive and retain all amounts awarded, if any, as damages, profits
or otherwise in connection with such suits. Licensee shall not, without
Licensor's prior written consent, institute any suit or take any action on
account of such infringements, acts of unfair competition or unauthorized uses.
If, with Licensor's consent, Licensee institutes, at its sole cost and expense,
such a suit or action, Licensee shall be entitled to recover all reasonable
costs and expenses, incurred in such suit or action from any financial recovery
awarded or obtained and the remainder shall be treated as In the penultimate
sentence of Paragraph 23.4 hereunder, the words "Net Sales" shall be deleted and
replaced with the words "gross revenues" gross revenue hereunder. Licensor shall
incur no liability to Licensee by reason of Licensor's failure or refusal to
prosecute, or by Licensor's refusal to permit Licensee to prosecute, any alleged
infringement by third parties, nor by reason of any settlement to which Licensor
may agree.

      23.5 Licensor can withdraw any or all elements of the Proprietary Subject
Matter, or any component part thereof, from the terms of this Agreement if
Licensor determines that the exploitation therefor would or might violate or

Signatures Contract No.: 191224                                   Execution Copy


                                      -10-
<PAGE>

infringe the copyright, trademark or other proprietary rights of third parties,
or subject Licensor to any liability or violate any law, court order, government
regulation or other ruling of any governmental agency, or if, on account of the
expiration or sooner termination of an agreement between Licensor and a third
party from whom Licensor has obtained certain underlying rights relating to the
exploitation of the Proprietary Subject Matter hereunder or otherwise, Licensor
shall no longer have the right to act in the capacity herein contemplated on
behalf of any third party or parties, or if Licensor determines that it cannot
adequately protect its rights in the Proprietary Subject Matter under the
copyright, trademark or other laws of the Territory. Such a withdrawal shall not
be deemed a breach of this Agreement Within five (5) business days of such
withdrawal, Licensee shall, at Licensor's sole discretion, (a) destroy or (b)
deliver to Licensor at Licensor's expense, any Articles which are in Licensee's
inventory. Licensor shall indemnify Licensee for the direct production cost of
such destroyed or returned Articles; provided, however, that Licensee furnishes
Licensor with (i) a detailed inventory of such Articles, (ii) source
documentation supporting such direct production costs, and (iii) an affidavit of
destruction, if applicable, in a form acceptable to Licensor, evidencing the
same.

        23.6 Licensee shall not use Licensor's name, or the Proprietary Subject
Matter, other than as permitted hereunder and, in particular, shall not
incorporate Licensor's name, or the Proprietary Subject Matter, in the
Licensee's corporate or business name in any manner whatsoever. Licensee agrees
that in using the Proprietary Subject Matter it will in no way represent that it
has any rights, title and/or interest in or to the Proprietary Subject Matter
other than those expressly granted under the terms of this Agreement. Licensee
further agrees that it will not use or authorize the use, either during or after
the Term, of any configuration, trademark, trade name, or other designation
confusingly or substantially similar to Licensor's name or the Proprietary
Subject Matter, or any element thereof.

24. INDEMNIFICATION.

      24.1 Licensor shall indemnify, hold harmless and defend Licensee, and its
parents, subsidiaries, affiliates, officers, directors and employees, against
any claims, liabilities, demands, causes of action, judgments, settlements and
expenses (including, but not limited to, reasonable attorneys' fees and court
costs) arising solely out of Licensee's use of the Proprietary Subject Matter as
authorized hereunder; provided, however, that Licensee shall notify Licensor in
writing within ten (10) days after licensee receives notification of any claim
or suit relating to the Proprietary Subject Matter. Licensor shall undertake and
control the defense and settlement of any such claim or suit and Licensee shall
cooperate fully with Licensor in connection herewith. In no event shall Licensor
be liable for any consequential damages or loss of profits which Licensee may
suffer arising out of same. The foregoing indemnity shall not be construed to
cover any claim with respect to which Licensee has committed to indemnify
Licensor under Paragraph 24.2 below.

      24.2 During and after the Term hereof, Licensee shall indenmify and hold
harmless, licensor and Representative, and their respective parents,
subsidiaries, affiliates, officers, directors, representatives, employees and
agents, and all persons whose names and/or likenesses are licensed hereunder
(each, an "Indemnitee" and collectively "Indemnitees") from and against any and
all claims, liabilities, losses, demands, causes of action, judgments,
settlements and expenses (including, but not limited to, reasonable attorneys'
fees and court costs) ("Claim") arising out of or in connection with (i) the
design, manufacture, packaging, distribution, shipment, advertising, promotion,
sale, or exploitation of the Articles, (ii) alleged defects or deficiencies in
the Articles or the use thereof, the failure of the Articles to meet any
applicable laws or standards, or false advertising, fraud, misrepresentation or
other claims related to the Articles not involving a claim of right to the
Proprietary Subject Matter, (iii) any breach of any representation, warranty, or
covenant made by Licensee hereunder, or (iv) the failure of Licensee to perform
any of its covenants or obligations

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contained in this Agreement. Without limiting the generality of the foregoing,
Licensee's indemnity shall specifically apply to claims relating to or based
upon defects in the Articles or Collateral Materials, whether hidden or obvious,
and despite Licensor's approval of the Articles or Collateral Materials, it
being agreed that any governmental order of recall or injunction against
distribution and/or sale shall, as between Licensee and Licensor, be deemed
conclusive proof of such defect for purposes of invoking Licensee's indemnity
hereunder. The foregoing indemnity shall not be construed to cover any claim
with respect to which Licensor has committed to indemnify Licensee under
Paragraph 24.1 above. If any Claim is initiated against any Indemnitee with
respect to which such Indemnitee may make a claim against Licensee pursuant to
this Paragraph 24.2, then the Indemnitee shall give prompt written notice of
such Claim to the Licensee; provided, however, that the failure to so notify the
Licensee shall not relieve the Licensee from any liability under this Paragraph
24.2 unless, and only to the extent that, such failure results in prejudice to
or forfeiture of, substantive rights or defenses of the Licensee. Licensee, at
Licensee's own expense, shall have the option to assume the defense of such
Claim. If Licensee assumes the defense of such Claim, (i) Licensee shall keep
the Indemnitee informed of all material developments and events relating to such
Claim, (ii) the Indemnitee shall have the right to participate, at its own
expense, in the defense of such Claim (but such participation shall not be
deemed to give the indemnitee the right to control such defense), (iii) the
Indemnitee shall cooperate as reasonably requested by Licensee in the defense of
such Claim, and (iv) Licensee shall not settle such Claim without the prior
written consent of the Indemnitee, which consent shall not be unreasonably
withheld. If Licensee fails to assume the defense of such Claim, or fails to
diligently defend such Claim, Indemnitee may assume the defense of such Claim
and Licensee shall reimburse Indemnitee for all reasonable expenses (including
reasonable attorneys' fees which may include, without limitation, an allocation
for in-house counsel) as such expenses are incurred, relating to the defense of
such Claim.

25. INSURANCE.

      Licensee shall at all times while this Agreement is in effect and for
three (3) years thereafter, obtain and maintain at its own expense, from a
qualified insurance carrier with a Best rating of at least "B", insurance,
including, without limitation, products, personal injury, advertising, and
contractual liability coverage, which includes as additional insureds Licensor
and Representative, and their respective parents, subsidiaries, affiliates,
officers, directors, employees, representatives and agents. The amount of
coverage shall be not less than the amount specified in Paragraph 16 combined
single limit (with no deductible amount) for each single occurrence. The policy
shall provide for thirty (30) days written notice to Licensor and Representative
from the insurer by registered or certified mail, return receipt requested, in
the event of any modification, cancellation or termination. Upon execution of
this Agreement, Licensee shall furnish Licensor with a certificate of insurance
issued by the carrier evidencing the same. In no event shall Licensee
manufacture, advertise, distribute or sell any Articles prior to Licensor's
receipt of such certificate of insurance.

26. ARTWORK; APPROVALS; SAMPLES; QUAL1TY CONTROL.

      26.1 Licensee undertakes that the Articles as well as all packaging, hang
tags, labels, press releases, advertising, promotion display or other materials
of any and all types prepared in connection with the Articles (collectively the
"Collateral Materials") shall be of the highest standard and quality and shall
ensure that all Articles and the manufacture, distribution, sale, promotion and
advertisement thereof comply with all federal, state and local laws and
regulations. Licensee shall consult with Licensor and Representative on a
regular basis concerning the promotion and marketing of the Articles.

      26.2 At Licensee's request, Licensor, through Representative, shall supply
Licensee with image "thumbnails" embodying the Proprietary Subject Matter for
Licensee's preliminary use in developing the Articles. All

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other artwork requested by Licensee for the development and production of the
Articles or the Collateral Materials (including but not limited to photographs,
transparencies, designs, and materials) shall be subject to availability, and
shall be provided at Representative's standard licensee price therefor. (All of
the artwork supplied to Licensee by Licensor shall be collectively referred to
herein as "Artwork").

      26.3 Licensee shall submit to Licensor and Representative, and Licensor
shall have absolute approval over, all artwork (whether Artwork or artwork
created by Licensee and/or its designees), all Articles and all Collateral
Materials at all stages of development and production. Licensee may not
manufacture, use, offer for sale, sell, advertise, ship or distribute any
Articles or Collateral Materials without Licensor's prior written approval.
The third and fourth sentences of Paragraph 26.3 shall be deleted in their
entirety and replaced with the following: Licensee shall, at its own cost,
submit to Licensor and Representative for approval all Collateral Material
and/or one (1) drawing, storyboard or rough cut of each Article (collectively
"Preliminary Artwork"), as applicable. All such Preliminary Artwork shall be
sent to: Signatures Network, Inc., Two Bryant Street, San Francisco, CA 94105,
Attn.: Gladys Ng-Blumin. Prior to the commercial use of any Article, Licenser
shall have the right to approve a prototype ("Prototype") and/or initial
production sample thereof at Licensee's place of business in Las Vegas, Nevada.
Any submission of a Prototype and/or Preliminary Artwork which is not approved
in writing by Licensor shall be deemed disapproved. Any changes required by
Licensor to any such Prototypes and/or Preliminary Artwork which have been
disapproved by Licensor, shall be made by Licensee. Thereafter, Licensee shall
submit final samples of all Articles and Collateral Materials to Licensor,
through Representative, for final approval. With respect to all such samples
which have received Licensor's final approval, Licensee shall not depart
therefrom in any material respect, without Licensor's prior written approval.
All Articles and Collateral Materials not approved by Licensor shall be
destroyed or shall have the Proprietary Subject Matter removed. Such destruction
shall be attested to in a certificate signed by one of Licensee's officers.

      26.4 Paragraph 26.4 shall be deleted in its entirety.

      26.5 Licensee shall allow Licensor and/or Representative, or their
representative, to enter Licensee's premises and all manufacturing facilities
during regular business hours, upon three (3) business days notice, for the
purpose of inspecting the Articles, the Collateral Materials, and the facilities
in which they are manufactured and packaged. In the event that the quality
standards hereinabove referred to are not met, Licensee shall, upon written
notice from Licensor, through Representative, discontinue the manufacture and
distribution of such Articles and/or the Collateral Materials related thereto,
unless Licensee shall have remedied such failure of quality to Licensor's
satisfaction within ten (10) days after Licensee's receipt of notice thereof;
failure to effect such remedial measures shall entitle Licensor to terminate
this Agreement upon notice to Licensee.

      26.6 In the event Licensee utilizes photographs, artwork, or any other
copyrighted or trademarked materials ether than the Artwork ("Third Party
Artwork") on or in connection with Articles, then Licensee shall be solely
responsible for obtaining any and all consents, licenses and other permissions
which may be required for using such Third Party Artwork. Accordingly, Licensee

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<PAGE>

acknowledges and agrees that Licensee's use of any Third Party Artwork is
subject to and conditioned upon Licensee, at Licensee's sole cost and expense,
obtaining any and all consents, licenses and other permissions which may be
required for using the Third Party Artwork, notwithstanding that Licensor,
through Representative, might have approved the Articles embodying or connected
with such Third Party Artwork pursuant to Paragraph 26.3.

      26.7 Licensee shall not knowingly sell Articles to persons or entities who
Licensee believes intend or are likely to repackage or reconfigure the Articles
and sell them as another kind of product at a higher price than what the
unaltered Articles themselves would normally sell for. For example, if the
Article is a poster and it is sold as an unframed, rolled poster, Licensee shall
not sell such Article to any person or entity who it knows is likely to sell the
poster as framed art or to reproduce the poster and sell it as a lithograph at
higher prices than what the poster itself would normally sell for.

27. RESERVED RIGHTS.

      27.1 Licensor reserves all rights not expressly granted to Licensee
hereunder.

      27.2 Licensor shall not be prevented from granting third parties the right
to use the Proprietary Subject Matter in any manner whatsoever, except as
otherwise provided herein.

      27.3 Paragraph 27.3 shall be deleted in its entirety.

      27.4 Licensee acknowledges that the license granted herein does not
include any right, title, or interest in or to the Proprietary Subject Matter,
nor to any intellectual property rights relating thereto, including, without
limitation, any copyrights, patents, and/or trademarks therein or associated
therewith. Furthermore, this Agreement relates solely to the Proprietary Subject
Matter. Licensee is not, by virtue of this Agreement, acquiring any right
whatsoever with respect to any motion picture or television production, home
video, publication, or other endeavor which is based upon, derivative of,
inspired by or otherwise related to the Proprietary Subject Matter ("Derivative
Properties"). In this connection, Licensee expressly acknowledges that its
license hereunder does not include the right to use photographs, designs,
materials, and artwork from Derivative Properties to the extent such materials
are different from the Proprietary Subject Matter. All right, title and interest
in and to the Derivative Properties is retained by Licensor.

28. MANUFACTURE AND DISTRIBUTION.

        28.1 The Proprietary Subject Matter may only be used in connection with
the manufacture, actual packaging and advertising, promotion and distribution of
the Articles.

        28.2 Licensee shall be entitled to sublicense the right to manufacture
Articles to any third party ("Supplier"), in whole or in part, with Licensor's
prior written consent. Licensee represents and warrants that it shall
familiarize each such Supplier with the terms and conditions of this Agreement
as they apply to such Supplier. In addition, Licensee acknowledges and agrees
that Licensee's use of any such Supplier shall in no way derogate from or
relieve Licensee of any of its obligations under this Agreement. Licensee
further acknowledges and agrees that it shall be responsible and primarily
liable for all activities and obligations of all such Suppliers with respect to
the Articles. Furthermore, if Licensor so requests,

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<PAGE>

Licensee shall cause each such Supplier to sign an agreement with Licensee for
the manufacture of the Articles, in whole or in part, in a form satisfactory to
licensor.

      28.3 Without the prior written consent of Licensor, Licensee shall not
commence distribution, shipment, and sale of Articles prior to the Earliest
In-Store Date specified in Paragraph 12. Licensee acknowledges that it
shall be responsible for assuring that no Articles will be displayed to the
general public, either by Licensee or by anyone else, or available for consumer
purchase prior to the Earliest In-Store Date, and Licensee agrees that it shall
be liable to Licensor for any damages which occur due to earlier display or
availability of Articles. In the event that any of the Articles are
displayed or available prior to Earliest In-Store Date, Licensor may, in its
absolute discretion, require that Licensee recall such Articles, and Licensee
shall be responsible for accomplishing such recall and shall bear all costs and
expenses relating thereto.

      28.4 Licensee shall commence distribution, shipment and sale of
substantial quantities of Articles no later than the Shipping Date specified in
Paragraph 13.

      28.5 During the Term, and subject to the terms and conditions hereof,
Licensee shall (i) continue to diligently and continuously advertise, promote,
distribute, ship and sell the Articles in the Territory, and (ii) use its best
efforts to make and maintain adequate arrangements for the distribution,
shipment and sale necessary to meet the demand for such Articles in the
Territory.

      28.6 Paragraphs 28.6 and 28.8 shall be deleted in their entirety.

      28.7 The Proprietary Subject Matter shall not be used in conjunction with
any other licensed name, character, symbol, design, likeness or literary or
artistic material, except that actual representations of an Article and its
packaging may be shown in advertising showing other articles sold by Licensee,
provided such use is not made a manner that may be ikely to cause doubt or
confusion in the minds of the public as to the ownership of the Proprietary
Subject Matter, and in no event may the Articles be packaged for sale with other
articles.

      28.8 Paragraphs 28.6 and 28.8 shall be deleted in their entirety.

29. REPRESENIATIONS AND WARRANTIES.

      29.1 Licensor represents and warrants to Licensee as follows: (i) Licensor
owns or controls all rights in and to the Proprietary Subject Matter; (ii)
Licensor has the full right, authority and power to enter into this Agreement
and to perform all its obligations hereunder; and (iii) Representative has the
authority on behalf of Licensor to grant the rights being granted herein.
Licensor makes no representation or warranty as to the amount of receipts
Licensee will derive or as to the quality or success of the Proprietary Subject
Matter or any commercial endeavors related thereto. Furthermore, Licensor does
not represent or warrant that the Proprietary Subject Matter will appear or
continue to appear in or as a part of any publications program, motion
picture/television series or other work or that any such work will continue to
be exploited.

      29.2 Licensee represents and warrants to Licensor as follows: (i) Licensee
has full power and authority to enter into this Agreement and perform its
obligations herein; and (ii) Licensee's execution, delivery, and performance of
this Agreement will not infringe upon the rights of any third party or violate
the provisions of any agreement to which

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Licensee is a party.

30. TERMINATION.

      30.1 In addition to any and all other remedies available to it hereunder,
Licensor shall have the right to immediately terminate this Agreement upon
written notice to Licensee upon the occurrence of any of the following:

            30.1.1 Licensee makes, sells, offers for sale, uses or distributes
any Article without having the prior written approval of Licensor as specified
in Paragraph 26.3 or continues to make, sell, offer for sale, use or distribute
any Article after receipt of notice from Licensor withdrawing approval of same.

            30.1.2 Licensee becomes subject to any voluntary or involuntary
order of any government agency involving the recall of any of the Articles
because of safety, health or other hazards or risks to the public.

      30.2 In addition to any and all other remedies available to it hereunder,
on seven (7) days prior written notice to Licensee, Licensor may terminate this
Agreement (in which case such termination shall be effective immediately upon
expiration of the seven (7) day notice period), upon the occurrence of any of
the following circumstances, provided that during such seven (7) day period,
Licensee fails to cure the breach to Licensor's satisfaction:

            30.2.1 Licensee fails to immediately discontinue the advertising,
distribution or sale of Articles which do not contain the appropriate legal
legend or notice.

            30.2.2 Licensee breaches any of the provisions of this Agreement
relating to the unauthorized assertion of rights in the Proprietary Subject
Matter.

            30.2.3 Licensee fails to make timely payment of Royalties when due
or fails to make timely submission of Royalty Reports when due. However, in the
event Licensee has previously been given notification and time to cure a prior
breach relating to Licensee's failure to remit a Royalty payment (including
Advances or Guarantees) and/or Royalty Report when due, then Licensor may
terminate this Agreement immediately upon notice to Licensee and no further time
to cure need be given to Licensee by Licensor regardless of whether or not
Licensee cured any prior failure or breach.

            30.2.4 Licensee intentionally sells or authorizes the sales of
Articles outside the Territory or outside the Channels of Distribution, or sells
the Articles to persons who intend or are likely to resell them outside the
Territory or outside the Channels of Distribution.

      30.3 In addition to any and all other remedies available to it hereunder,
on thirty (30) days prior written notice to Licensee, Licensor may terminate
this Agreement (in which case such termination shall be effective immediately
upon expiration of the thirty (30) day notice period), upon the occurrence of
any of the following circumstances, provided that during such thirty (30) day
period, Licensee fails to cure the breach to Licensor's satisfaction:

            30.3.1 Licensee fails to obtain or maintain insurance as required
under Paragraph 25 hereof.

            30.3.2 During any calendar quarter of the Term, if Licensee fails to
reasonably satisfy Paragraphs 28.4 or 28.5, Licensor may terminate this
Agreement as to such Article(s) in any country in the Territory or in whole, by
written notice to Licensee.

            30.3.3 licensee fails to timely submit Prototype and/or Preliminary
Artwork for approval by Licensor as provided in Paragraph 26.3.

            30.3.4 A petition in bankruptcy is filed by or against Licensee;
Licensee is adjudicated bankrupt or insolvent, or makes an assignment for the
benefit of creditors or an arrangement pursuant to any bankruptcy law; Licensee
discontinues its business; or a receiver is appointed for Licensee or Licensee's
business and such receiver is not discharged within thirty (30) days.

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            30.3.5 Licensee or any of its controlling shareholders, officers,
directors or employees take any actions in connection with the manufacture,
sale, distribution or advertising of the Articles which damages or reflects
adversely upon the licenser and/or the Proprietary Subject Matter.

            30.3.6 Licensee violates any of its other obligations or breaches
any of its covenants, agreements, representations or warranties hereunder.

31. EFFECT OF TERMINATION.

      31.1 On expiration or termination of this Agreement, all Royalties
(including unpaid portions of the Guarantee, if any) shall be immediately due
and payable without set-off of any kind and no Advance or Guarantee paid to
Licensor shall be refunded to licensee. Termination of this Agreement, or any
portions thereof, by Licensor pursuant to Paragraph 30 shall in no way reduce,
proportionally or otherwise, the Guarantee required to be paid to Licensor
hereunder. Ninety (90) days before the expiration of the Term, and the event
of its sooner termination, ten (10) business days after receipt of notice of
termination, a statement showing the number and description of Articles on hand
or in process shall be furnished by Licensee to Licensor. Licensor shall have
the right to take a physical inventory to ascertain or verify such inventory and
statement. Refusal by Licensee to submit to such physical inventory by Licensor
and/or failure by Licensee to render the final statement as and when required by
this provision, shall result in a forfeiture by Licensee of Licensee's right to
dispose of its inventory (as provided by Paragraph 31.2 hereof), Licensor
retaining all other legal and equitable rights Licensor may have in the
circumstances.

      31.2 On expiration of this Agreement only (as compared to an early
termination pursuant to Paragraph 30), Licensee shall have a period of ninety
(90) days commencing with the expiration date, in which to sell-off (on a
non-exclusive basis) Articles which are on hand or in process as of the
expiration date; provided, however: (i) Licensee complies with all the terms and
conditions of this Agreement, including, but not limited to, Licensee's
obligation to pay Royalties on and to account to Licensor for such sales (such
accounting to be provided to Licensor within fifteen (15) days after the
expiration of the sell-off period); (ii) Licensee has not manufactured Articles
solely or principally for sale during the sell-off period; and (iii) Licensee
has given Licensor the opportunity to purchase such Articles at Licensee's cost
of manufacture thereof, which purchase may be of some or all such units, in
Licensor's sole discretion. Royalties earned during the sell-off period may not
be applied to any Guarantee shortfall. Licensee shall not be authorized to
dispose of the excess inventory in the sell-off period to the extent that it
exceeds ten percent (10%) of the total number of Articles sold during the Term,
without Licensor's prior written consent. During the sell-off period, Licensor
may use or license the use of the Proprietary Subject Matter in any manner, at
any time, anywhere in the world.

      31.3 On expiration or termination of this Agreement, except as noted in
Paragraph 31.2 above, Licensee shall have no further right to exercise the
rights licensed hereunder or otherwise acquired in relation to this Agreement
and such rights shall forthwith revert to Licensor. All Artwork and other
materials supplied to Licensee by Licensor hereunder shall be immediately
returned to Licensor at Licensee's expense. All remaining Articles and component
parts thereof shall be destroyed within five (5) business days. Licensee shall
within five (5) business days after such destruction deliver to Licensor a
certificate of destruction evidencing same. Licensee agrees that (i) its failure
to cease the manufacture, sale and/or distribution of Articles upon the
expiration or termination of this Agreement will result in immediate and
irreparable damage to Licensor, (ii) there is no adequate remedy at law for such
failure and (iii) in the event of such failure, Licensor shall be entitled to
injunctive relief.

      31.4 Upon expiration or termination of this Agreement, (i) if the
Underlying Agreement specifies that the license granted hereunder is an
exclusive license, Licensor shall be free to license others to use the
Proprietary Subject Matter in connection with the manufacture, sale,
distribution

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and promotion of the Articles in the Territory (it being acknowledged that
Licensor has the full and complete right so to do during the Term if the license
granted is a non-exclusive License), and (ii) Licensee shall refrain from
further use of the Proprietary Subject Matter or any further reference, direct
or indirect, thereto or to anything deemed by Licensor to be similar to the
Proprietary Subject Matter, in connection with the manufacture, sale,
distribution or promotion of Licensee's products except as permitted in
Paragraph 31.2 above. It shall not be a violation of any right of Licensee if
Licensor should at any time during the Term enter into negotiations with another
to license use of the Proprietary Subject Matter in respect to the Articles
within the Territory provided that, in the event that the license granted to
Licensee hereunder is an exclusive license, it is contemplated that such
prospective license shall commence after termination of the Agreement.

32. NOTICES.

      All notices, demands, contracts or waivers hereunder shall be given in
writing by mail, messenger, overnight air courier or telefax addressed as
indicated in the Underlying Agreement or as otherwise indicated in writing by a
party hereto. The date of messengering or telefaxing shall be deemed to be the
date of service. Three (3) business days from the date of mailing shall be
deemed to be the date of service for mailed notices. One (1) business day from
the date of overnight air courier handling shall be deemed to be the date of
service for courier handled notices.

33. NO MODIFICATION; WAIVER.

      The terms of this Agreement shall not be modified except by an agreement
in writing signed by both parties hereto. No waiver by either party of a breach
or default hereunder shall be deemed a waiver by such party of a subsequent
breach or default of a like or similar nature.

34. ENTIRE AGREEMENT

      This Agreement shall constitute the entire understanding of the parties
with respect to the subject matter, superseding all prior and contemporaneous
promises, agreements and understandings, whether written or oral pertaining
thereto.

35. RELATIONSHIP OF THE PARTIES.

      This Agreement does not appoint either party as the agent of the other
party, or create a partnership or joint venture between the parties.

36. GOVERNING LAW.

      This Agreement shall be construed and interpreted pursuant to the laws of
the State of Florida, and the parties hereto submit and consent to the
jurisdiction of the courts of the State of Florida, including Federal Courts
located therein, should Federal jurisdiction requirements exist, in any action
brought to enforce (or otherwise relating to) this Agreement. Notwithstanding
the preceding sentence, nothing contained in this Agreement shall preclude
Licensor from bringing an action in any appropriate forum to enforce the terms
and provisions of this Agreement. Licensee hereby consents to the exclusive
jurisdiction of any State or Federal court empowered to enforce this Agreement
in the State of Florida, Orange County, and waives any objection thereto on the
basis of personal jurisdiction or venue.

37. SEVERABILITY.

      If any provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable, such decision shall not affect the validity or
enforceability of any of the remaining provisions, which remaining provisions
shall continue to have full force and effect.

38. CONFIDENTIALITY.

      Other than as may be required by any applicable law, government order or
regulation, or by order or decree of any court of competent jurisdiction,
Licensee shall not publicly divulge or announce, or in any manner disclose to
any third party, any information or matters revealed to Licensee pursuant
hereto, or any of the specific terms and conditions (induding but not limited to

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Royalty Rates, Advances, Guarantees In Paragraph 38, the words "and Net Sales of
Articles" shall be deleted. For the avoidance of doubt, after this Agreement is
fully executed, nothing in Paragraph 38 shall be construed to prohibit Licensee
from disclosing to the public the fact that Licensee has been granted the right
to manufacture and market Articles.


Initials:     [INITIALS ILLEGIBLE]            [INITIALS ILLEGIBLE]
              --------------------            --------------------
                    Licensor                       Licensee

of this Agreement.

39. COUNTERPARTS.

      This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to be one and the same Agreement.

40. FURTHER ASSURANCES.

      The parties hereto shall execute such further documents and perform such
further acts as may be necessary to comply with the terms of this Agreement and
consummate the transactions herein provided.

41. ATTORNEYS' FEES.

      If any legal action or any other proceeding is brought for the enforcement
of this Agreement, or if a dispute arises under this Agreement, the successful
or prevailing party shall be entitled to recover reasonable attorneys' fees and
other costs incurred in that action or proceeding, in addition to any other
relief to which it may be entitled.

42. HEADINGS.

      The headings contained in this Agreement are for convenience and reference
purposes only. They do not form a part hereof and shall not affect the meaning
or interpretation of this Agreement.

43. ADMINISTRATION.

      Licensee expressly acknowledges that Representative is authorized to
administer this Agreement on behalf of Licensor, and in connection therewith to
exercise such rights and powers as Licensor may exercise with respect to the
enforcement and administration of this Agreement. Such rights and powers
include, without limitation, monitoring and overseeing Licensee's obligations
under this Agreement to ensure that all Advances, Guarantees, Royalties, Royalty
Reports, and the like are timely submitted, and to ensure that the quality
control provisions of this Agreement are being complied with by Licensee.
Furthermore, Licensee acknowledges and agrees that any administrative matters
relating to this Agreement shall be submitted by Licensee to Representative,
rather than directly to Licensor. The provisions of this Paragraph 43 shall
apply until Licensee receives notice of the revocation thereof from Licensor.

44. ASSIGNMENT.

      Licensee's rights and obligations hereunder are personal to Licensee and
shall not be assigned to any affiliate of Licensee (including, without
limitation, subsidiary and parent companies, and partnerships, joint ventures
and the like, in which Licensee has an interest.) Licensee's rights and
obligations hereunder shall not be sublicensed, assigned, mortgaged or otherwise
transferred or encumbered by Licensee or by operation of law unless otherwise
previously agreed in writing by Licensor. Licensor reserves the right to assign
this Agreement to any third party and to hypothecate or pledge this Agreement as
collateral for any purpose. In the event of any such assignment, Licensee shall
pay the Royalties and the Guarantee due hereunder as directed by Licensor. This
Agreement shall be binding upon and shall inure to the benefit of the successors
and assigns of Licensor.

45. EOUITABLE REMEDIES.

      Licensee acknowledges that its failure to perform any of the material
terms or conditions of this Agreement shall result in immediate and irreparable
damage to Licensor. Licensee also acknowledges that there may be no adequate
remedy at law for such failures and that in the event thereof, Licensor shall be
entitled to equitable relief in the nature of an injunction and to all other
available relief, at law or in equity.

END OF STANDARD TERMS AND CONDITIONS.

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                               RIDER TO AGREEMENT

This Rider is hereby incorporated into and made a part of that certain
Merchandising License Agreement ("Agreement") effective as of January 25, 2000
between Ripley Entertainment, Inc. ("Licensor") and Mikohn Gaming Corporation
("Licensee") in connection with the Proprietary Subject Matter.

1. DEFINED TERMS.

      All capitalized terms in this Rider shall, unless expressly provided to
the contrary, have the same respective meanings as set forth in the Agreement.

2. GRANT OF RIGHTS.

      The third sentence of paragraph 19 shall be deleted in its entirety.

3. CONSIDERATION.

      a) Paragraph 20.2 shall be deleted in its entirety and replaced with the
following:

            Licensee shall pay Licensor the Royalty Rate specified in Paragraph
            8. Other than as specified in Paragraph 8, no deductions shall be
            taken from any amounts due from Royalties or fees due Licensor
            including, without limitation, deductions for cash or other
            discounts or uncollectible accounts. No costs incurred in the
            manufacture, sale, distribution, or promotion of Articles shall be
            deducted from any Royalties payable to Licensor. Licensee shall pay,
            and hold Licensor forever harmless from, all taxes, customs, duties,
            levies, impost or any other charges now or hereafter imposed or
            based upon the manufacture, delivery, license, sale, possession or
            use hereunder to or by Licensee of the Articles (including, but not
            limited to sales, use, inventory, income and value added taxes on
            sales of Articles), which charges shall not be deducted from
            Licensor's Royalties, the Advance, or the Guarantee.

      b) Paragraph 20.3 shall be deleted in its entirety.

      c) Paragraph 20.4 shall be deleted in its entirety and replaced with the
following:

            If Articles are sold, Royalties hereunder shall accrue when such
            Article is sold, shipped, distributed, billed and/or paid for, which
            ever occurs first.

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            In the event an Article is on a casino customer's premises pursuant
            to a lease, revenue participation or similar agreement, royalties
            shall accrue on a daily basis as of the date of such placement.

4. COPYRIGHT, TRADEMARKS, ETC.

      a) In the penultimate sentence of Paragraph 23.4 hereunder, the words "Net
Sales" shall be deleted and replaced with the words "gross revenues".

      b) Notwithstanding anything to the contrary set out in the Agreement, as
between Licensor and Licensee, Licensor's ownership of any intellectual property
rights relating to the content of the Articles shall be limited to the
Proprietary Subject Matter used therein.

5. ARTWORK; APPROVALS; SAMPLES; OUALITY CONTROL.

      a) The third and fourth sentences of Paragraph 26.3 shall be deleted in
their entirety and replaced with the following:

            Licensee shall, at its own cost, submit to Licensor and
            Representative for approval all Collateral Material and/or one (1)
            drawing, storyboard or rough cut of each Article (collectively
            "Preliminary Artwork"), as applicable. All such Preliminary Artwork
            shall be sent to: Signatures Network, Inc., Two Bryant Street, San
            Francisco, CA 94105, Attn.: Gladys Ng-Blumin. Prior to the
            commercial use of any Article, Licensor shall have the right to
            approve a prototype ("Prototype") and/or initial production sample
            thereof at Licensee's place of business in Las Vegas, Nevada.

      b) Paragraph 26.4 shall be deleted in its entirety.

6. RESERVED RIGHTS.

      Paragraph 27.3 shall be deleted in its entirety.

7. MANUFACTURE AND DISTRIBUTION.

      Paragraphs 28.6 and 28.8 shall be deleted in their entirety.

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8. CONFIDENTIALITY.

      In Paragraph 38, the words "and Net Sales of Articles" shall be deleted.
For the avoidance of doubt, after this Agreement is fully executed, nothing in
Paragraph 38 shall be construed to prohibit Licensee from disclosing to the
public the fact that Licensee has been granted the right to manufacture and
market Articles.


Initials:     /s/                             /s/
              --------------------            --------------------
                    Licensor                          Licensee

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