<PAGE>


                                                                    Exhibit 4.20

                        WORLDWIDE MERCHANDISING AGREEMENT
                        ---------------------------------
                            LICENSE AGREEMENT SUMMARY
                            -------------------------

NAME: CLUE, CLUEDO

      This Summary is hereby incorporated into and made a part of the attached
License Agreement. The specifics detailed below, where numbered as paragraphs or
subparagraphs, relate to similarly numbered paragraphs or subparagraphs in the
attached License Agreement.

      The License Agreement is between:

Licensor               and             Licensee
--------                               --------

HASBRO, INC. and                       MIKOHN GAMING CORPORATION
HASBRO INTERNATIONAL, INC.             1045 Palms Airport Drive
1027 Newport Avenue                    Las Vegas, Nevada 89119
Pawtucket, Rhode Island 02862

1. GRANT OF LICENSE.

      (a)   Licensed Articles. Live casino table games similar to blackjack,
            craps, roulette, or poker whereby the table is manned by a live
            person (dealer) or video likeness who represents the casino and
            who oversees the management of that table or conducts the game
            played on that table.

      (b)   (i) Territory. Worldwide provided that Licensee must introduce the
game in certain geographic areas within specified dates* as set forth below. If
Licensee does not submit a game in at least one country within the respective
regions, Licensor reserves the right to terminate Licensee's rights in such
region:

      Australia       [  ]
      South America   [  ]
      Europe          [  ]
      Africa          [  ]
      Asia            [  ]

*The start date is from the Notice Date

            (ii) Channels of Distribution: Legal gaming operations

      (c) Term*

          Development and Test Period:  [  ]
          through  [  ]
          Initial Term: [  ] to [  ]
          Optional Renewal Term**.
          [  ] to [  ]
          ** The [ ] renewal term is subject to Licensee paying Licensor [ ]
             United States Dollars (U.S. $[ ]) in earned royalties over the
             course of the initial [ ] term .

----------

*     Each date of the Term is subject to extension pursuant to Paragraph 1(c)
      of the Agreement

   Hasbro Contract Number 1710. JHM/nec Drafted 06/07/00 (c) 2000 Hasbro, Inc.
 All Rights Reserved. This document shall not be deemed an offer and shall not
                 be binding unless signed by all named parties.

                                       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>


2. TERMS OF PAYMENT

      (a)   Royalty Rate. Licensee will pay a royalty to Licensor calculated as
            [   ] from the sale or lease of the games as follows:

      Years [   ] through [   ]: [  ]%
      Years [   ] through [   ]: [  ]%
      Years [   ] through [   ]: [  ]%

      Cross License: Licensee shall license its intellectual property embodied
      within its CLUE and/or CLUEDO table games to Licensor for use in products
      which have no casino gaming applications. Licensor shall pay Licensee a
      royalty of [ ]. In respect of the United States only, "Net Sales" is
      hereby defined as the gross invoice price to third party trade customers,
      less only returns and a deduction of [ ] the gross invoice price to cover
      all other customary trade discounts and allowances. In respect of outside
      the United States, "Net Sales" is hereby defined as the invoice price
      received from unrelated third party trade customers, less deductions for
      returns from third party customers, allowances for defects, freight
      allowances, commissions, volume rebates, cash and/or other trade discounts
      and allowances.

No royalties will be payable for activities during the Development and Test
Period; provided, however, that after the Development and Test Period, if
Licensee determines through the use of the Test Criteria (as hereinafter
defined) that the test was successful, then all applicable royalties will be
paid for activities during the Development and Test Period, with such payment to
be made with the first royalty statement made by Licensee as required by this
Agreement.

                                        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>


(b) Terms of Payment:   Total
                        Royalty            Advance           Balance
                        Guarantee          Payment           Due Dates
                        ---------          -------           --------
                        U.S. $[  ]         U.S. $[  ]        Due upon full
                                                             execution of both
                                                             parties
                                           U.S. $[  ]        Due within 30 days
                                                             of receipt of
                                                             Nevada Gaming
                                                             Commission
                                                             (NCG) approval
                                                             and upon written
                                                             notification by
                                                             Licensee to
                                                             Licensor that the
                                                             game has been
                                                             deemed
                                                             economically
                                                             feasible.
                                           U.S. $[  ]        Due on the first
                                                             anniversary date
                                                             of the above-noted
                                                             written
                                                             notification
                                           U.S. $[  ]        Due on the second
                                                             anniversary date
                                                             of the above-noted
                                                             written
                                                             notification
                                           U.S. $[  ]        Due on the third
                                                             anniversary date
                                                             of the above-noted
                                                             written
                                                             notification


Upon the execution of the License Agreement, Licensee shall issue Licensor
125,000 warrants to purchase Licensee common stock (the "Warrants"). The strike
price will be the closing price on the date that the last signature is affixed
to this agreement. The Warrants shall not be exercisable until thirty (30) days
following Licensor's receipt of Licensee's notification that the Licensed
Articles have met the Test Criteria. Effective upon Licensor giving notice of
termination of this Agreement for any reason, all Warrants not exercised shall
be cancelled.

      The advance royalty payment and the balance of royalty guarantee are due
and payable as set forth above. Licensee may offset royalties paid against
payments of the balance of

                                        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>


the royalty guarantee. To the extent Licensee pays Licensor the balance of the
Royalty Guarantee, such payments shall also constitute advance payments against
royalties

      (c) Periodic Statements: Within twenty-five (25) days after the end of the
quarter in which the initial shipment of the Licensed Articles occurred
(subsequent to the Notice Date), and promptly on the twenty-fifth (25th) day of
the month following each calendar quarter thereafter, Licensee shall furnish to
Licensor complete and accurate royalty statements. It is expressly understood
that any sales in Puerto Rico and all international sales shall be itemized
separately on all royalty reporting forms.

      (d) Royalty Payments: Royalties in excess of any advance payment
referenced above shall be due on the twenty-fifth (25th) day of the month
following the calendar quarter in which earned, and payment shall accompany
statements. Licensee shall pay Licensor interest on a late royalty payment at an
interest rate of one and three fourths percent (1.75%) per month, or the highest
rate permitted by law, whichever rate is lower, from the date the royalty should
have been received by Licensor until paid.

7. (a) Approvals: When seeking Licensor's approval of the Licensed Articles,
rather than submitting the Licensed Articles, Licensee may elect to submit
artwork therefrom and videotape or other depictions thereof, but if Licensor
wishes to examine the Licensed Article itself, Licensee shall make the same
available for inspection by Licensor at Licensee's facilities.

8. (a) Labeling: As a condition to the grant of rights hereunder, Licensee
agrees that it will cause to appear on or within each Licensed Article sold by
it and on or within all packaging, cartons, wrapping material, advertising,
promotional or display material bearing the Name, the notice: "CLUE [CLUEDO] is
a trademark of Hasbro used with permission. (C)[year of first publication]
Hasbro. All rights reserved." and any other notice desired by Licensor, and
where such article or advertising, promotional or display material bears a
trademark or service mark of Licensor, appropriate statutory notice of
registration thereof. It is understood that, in the event that any change or
changes in the foregoing notices shall be required, such change or changes shall
be instituted within [      ] days on a running change, go forward basis only
after Licensor gives written notice to Licensee of the requested change, and
shall not affect Licensee's inventory or parts or product in process existing at
the end of such ninety day period and bearing the notice referenced above;
provided, however, that no such change need be instituted in the software of the
Licensed Articles until Licensee elects to submit a new revision of the software
for the necessary regulatory approval, and then such change shall be instituted
when and where such approval is received and such revision is incorporated into
the Licensed Articles.

      (b) Approvals: Each and every tag, label, imprint, storyboard, copy and
layout or other device containing any such notice and all advertising,
promotional or display material bearing the Name, shall be submitted by Licensee
to Licensor for its written approval prior to use by Licensee. Licensee must use
Licensor's approval form with each submission for Licensor's approval. Licensee
shall have the right to affix in or on the Licensed Articles and related
materials its own notices, legends and markings, as well as those of its third
party licensors and developers, those required by law or those required to
indicate compliance with regulatory,

                                       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>


safety or quality standards (e.g. Underwriters' Laboratory markings) or as a
public service, subject to Licensor's approval, not to be unreasonably withheld
or delayed.

14. Sell-off Period: [  ] for Licensed Articles which are sold, lease terms for
Licensed Articles which are leased shall not exceed the termination of this
agreement by more than [  ].

      The aforesaid terms and conditions and those set forth in the attached
License Agreement shall only be binding upon Licensor provided that Licensee
signs and returns the License Agreement Summary and License Agreement and
Licensor countersigns same.

AGREED TO AND ACCEPTED:

Licensor                                  Licensee


HASBRO, INC.                              MIKOHN GAMING CORPORATION

By:    /s/ [ILLEGIBLE]                    By:    /s/ Charles H. McCrea, Jr.
       ---------------------------               --------------------------
                                                 Charles H. McCrea, Jr.
Title: General Manager                    Title: Executive Vice President
       ---------------------------                 and General Counsel
                                                 --------------------------


Date:  7-17-00                            Date:  June 26, 2000
       ---------------------------               --------------------------


HASBRO INTERNATIONAL, INC.

By:    /s/ [ILLEGIBLE]
       ---------------------------

Title: Vice Chairman
       ---------------------------

Date:  7/19/00
       ---------------------------

                                       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>


                                LICENSE AGREEMENT
                                -----------------

      This AGREEMENT made this _______ day of June, 2000, by and between HASBRO,
INC. and HASBRO INTERNATIONAL, INC., both with a principal place of business at
1027 Newport Avenue, Pawtucket, Rhode Island 02862-1059 (hereinafter jointly
called "Licensor") and MIKOHN GAMING CORPORATION, with a principal place of
business at 1045 Palms Airport Drive, Las Vegas, Nevada 89119 (hereinafter
called "Licensee").

                                   WITNESSETH:

      WHEREAS, Licensor has rights to the name, characters, symbols, designs,
likenesses and visual representations of CLUE, CLUEDO, and the copyrights and
trademarks thereon, as set forth on Schedule "A" hereunto annexed (which names,
characters, symbols, designs, likenesses and visual representations and each of
the individual components thereof shall hereinafter jointly be called the
"Name"); and

      WHEREAS, Licensee desires to utilize the Name upon and in connection with
the manufacture, sale and distribution of articles hereinafter described.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and for other good and valuable consideration, the parties do hereby agree as
follows:

      1. GRANT OF LICENSE
         ----------------
            (a)(i) Licensed Articles. Upon the terms and conditions hereinafter
set forth, Licensor hereby grants to Licensee and Licensee hereby accepts the
exclusive right, license and privilege of utilizing the Name solely upon and in
connection with the manufacture, sale, and/or rental, and/or lease distribution
and other provision of the articles and services listed in the License Agreement
Summary, Paragraph 1(a), (hereinafter referred to as the "Licensed Articles"),
and no other articles or services of any kind, and Licensee shall only use such
trademarks as may be approved, in the manner approved, when the Licensed
Articles are submitted for approval.

            (ii) Right of Refusal. During the term of this Agreement, Licensee
shall have a right of refusal as to any [  ] using the Name as follows: Should
Licensor enter into negotiations with a third party whereby the third party
would receive rights to the Name in connection with [  ] then, at the completion
of such negotiations but prior to Licensor entering into any agreement with such
third party, Licensor shall offer to Licensee such rights on the same terms as
those then negotiated by Licensor and the third party by sending Licensee
written notice of such terms. Licensee shall have [  ] from the date of its
receipt of such notice to accept or reject such terms by so notifying Licensor.
If Licensee does not notify Licensor of its acceptance of such terms within such
[  ], Licensor may proceed with its agreement with such third party, provided
that Licensor and such third party may not materially modify such terms without
re-offering such rights to Licensee using the same procedure as provided above.
If Licensee notifies Licensor of its acceptance of such terms within such [   ],
Licensor shall not proceed with such third party, but instead Licensor and
Licensee shall promptly enter into an agreement under which Licensee is granted
such rights on such terms. During the term of this Agreement, Licensor agrees
that it will not (either directly or through an affiliate or joint venture)
utilize the Name in connection with [  ].

            (b) (i) Territory. The license hereby granted extends only to the
area listed in the License Agreement Summary, Paragraph l(b) ("Territory") and
only to sales through the

                                       6

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>


Channels of Distribution, as defined in the License Agreement Summary, Paragraph
1(b). Licensee agrees that it will not make or authorize any use, direct or
indirect, of the Name in any other area or outside the Channels of Distribution,
and that it will not knowingly sell Licensed Articles to persons who intend or
are likely to resell them in any other area or outside the Channels of
Distribution. Notwithstanding this territorial limitation however, Licensee
shall have the right to manufacture the Licensed Articles (or have the Licensed
Articles manufactured for it as provided in Paragraph 20 hereof) outside the
licensed Territory, provided, however, that the Licensed Articles are sold and
distributed only within such licensed Territory.

            (ii) Licensor's Right to Eliminate Country from Territory. In the
event that Licensee and its affiliates have not submitted a Licensed Article for
required regulatory approvals in at least one country of a Region or country
within two (2) years of the start of the Initial Term, or such other term as set
forth in License Agreement Summary, Paragraph 1(b), or in the event that
Licensee and its affiliates have not placed Licensed Articles on test or begun
commercial shipment of Licensed Articles in at least one country of a Region
within six (6) months after receiving all required regulatory approvals to do
so, then Licensor shall have the right, upon giving thirty (30) days' prior
written notice to Licensee, to terminate Licensee's rights hereunder for all
Licensed Articles in such Region. A "Region" is each of the continents of North
America, South America, Asia, Africa, Europe and Australia. However, the two (2)
year period shall be tolled for any Region in which no country has legal gaming
in which the Licensed Articles may be employed.

            (c) Term. The Licensee shall have a [   ] period in which to
develop and test a Licensed Article or Articles ("Development and Test Period"
as shown in Paragraph 1(c) of the License Agreement Summary): provided, however,
that the Development and Test Period shall be extended as follows: (i) where
Licensee first submits a model of a Licensed Article to a regulatory body, or an
organization designated by a regulatory body, for approval and such body or
organization does not give its approval within forty-two (42) days of such
submission, the Development and Test Period shall be extended by one day for
each day after such forty-two (42) days until such model or another model
substituted by Licensee, is approved by such body or organization, and (ii)
where Licensee submits materials relating to a model of a Licensed Article to
Licensor for approval as required by Paragraph 7(a)(ii), if Licensee does not
receive a response (approval or disapproval with required changes) to such
submission from Licensor within ten (10) business days of receipt thereof, the
Development and Test Period shall be extended by one day for each day after such
ten (10) business days until Licensee receives Licensor's response; provided,
however that the maximum time that the Development and Test Period may be
extended in this manner for delays in obtaining approvals shall be one (1) year.
Notwithstanding anything to the contrary in this Agreement, each extension of
the Development and Test Period shall result in the movement of each and every
date in this Agreement which follows the Development and Test Period, including,
without limitation, the start and end dates of the Initial Term and Optional
Renewal Term in Paragraph 1(c) of the License Agreement Summary, the "Balance
Due Dates" in Paragraph 2(b) of the License Agreement Summary, the, and the
renewal request date shown in Paragraph 1(d), but no date shall be extended by a
period greater than one year. For example, the extension of the Development and
Test Period by one day shall move the start date of the Initial Term to [   ].
In the event that Licensee determines that the Licensed Articles meet the
following pre-approved, objective and measurable criteria (hereinafter, "Test
Criteria"):

                                       7

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>


      1) the Licensed Articles' average earnings levels at test location are
      significantly above (estimated to be thirty percent (30%) higher)
      "average" earnings levels at such test locations, or the Licensed
      Articles' average earnings levels at test locations enable Licensee to
      obtain gross revenue of approximately thirty dollars per day per Licensed
      Article; and;

      2) the results of a longevity trend analysis indicate that the Licensed
      Articles continue to have average earnings levels at test locations
      significantly above "average" earnings levels at such test locations
      during the last three months of the Development and Test Period;

      (The testing will be conducted by Licensee in multiple locations selected
      by Licensee in up to three gaming jurisdictions selected by Licensee
      [expected to be Nevada, New Jersey and Mississippi], with six to twelve
      Licensed Articles expected to placed at each location [although up to
      twenty-four may be placed at each location] as determined by Licensee. No
      more than three locations per city will be used by Licensee for the test
      except for Las Vegas, where up to six locations may be used)

then Licensee shall send written notification to Licensor, within thirty days
(30) days of receipt of Nevada Gaming Commission (NGC) approval and upon written
notification by Licensee to Licensor that the game has been deemed economically
feasible (hereinafter "Notice Date"), that the Licensed Articles have met the
Test Criteria and Licensee wishes to exercise its option to enter the Initial
Term. The Initial Term of the license, if granted, shall be effective as shown
in the License Agreement Summary, Paragraph 1(c), unless sooner terminated in
accordance with the provisions hereof. If Licensee determines that the Licensed
Articles do not meet the Test Criteria, Licensee shall notify Licensor, and in
the event that Licensee properly gives such notice then this Agreement shall
terminate on the last day of the Development and Test Period with the same force
and effect as though the term expired on such date and the Licensee shall be
under no obligation to pay the [  ] balance of the royalty guarantee that would
otherwise be due by [  ] (or such other date to which payment may be extended
pursuant to this paragraph). If Licensee does not give any notice to Licensor by
the last day of the Development and Test Period, Licensee will be deemed to have
given notice to Licensor that the Licensed Articles do not meet the Test
Criteria as of the last day of the Development and Test Period. Every thirty
days after the first Licensed Article is placed on test at a location as
described above, Licensee shall provide Licensor with copies of the data
gathered by Licensee as to the Test Criteria and a summary of Licensee's
preliminary analysis thereof.

     Licensor will have the option exercisable within [   ] following Licensor's
receipt of Licensee's notification that the Licensed Articles have met the Test
Criteria within which to notify Licensee that Licensor is terminating this
license, which termination shall become effective of [   ] from Licensee's
receipt of Licensor's said notification. If Licensor exercises such option, then
(i) Licensor will reimburse Licensee, up to a maximum of [   ], for Licensee's
costs directly related or attributable to the development, production, and
marketing of the Licensed Article (including interest from the date of
expenditure at the Bank of Boston's Prime or Reference Rate prevailing from time
to time) and the cost of the accounting described below (together, "Costs");
provided that any and all amounts of revenue received by Licensee for the
Licensed Articles or the use thereof from any source during the Development and
Test Period ("Revenue") shall be credited against any reimbursement otherwise
payable by Licensor hereunder, and (ii) Licensor shall not permit any third
party to, or itself (whether directly or indirectly through affiliates, a joint
venture, etc.) develop, manufacture, sell distribute or otherwise provide, any
Licensed Article in the Territory during the [ ] period after the date of
Licensor's notice to Licensee exercising such option and, (iii) Licensee shall
not be required to pay [   ] balance of the royalty guarantee.

                                        8

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>


      Prior to any reimbursement becoming payable by Licensor, Licensee shall
provide to Licensor a full accounting, performed by a national independent
certified public accounting firm, of all Revenue received and all Costs incurred
during the Development and Test Period, and which accounting shall be subject to
a review conducted by Licensor and/or its independent accountants. Costs will be
limited to those which would not have been incurred by Licensee if it had not
engaged in the development, production and marketing of the Licensed Article, or
provided the accounting required hereby, and will be determined in accordance
with Generally Accepted Accounting Principles applied on a consistent basis.
Licensee will provide Licensor and/or accountants designated by Licensor with
copies of all working papers pertaining to the determination of such Costs and
will make available to Licensor and its designated accountants all relevant
books and records. If the Revenue exceeds the Costs, Licensee shall pay Licensor
royalties on the excess Revenue at the rates set forth in Paragraph 2(a) of the
License Agreement Summary, less any advances against royalties paid by Licensee.
To the extent that the amounts to be paid by one party to the other is not
disputed, such payment shall be made by Licensor or Licensee, as appropriate,
within thirty (30) days of the receipt of the accounting by Licensor. In the
event of a dispute as to the appropriate amount to be reimbursed to Licensee or
paid to Licensor, the dispute, upon notice from either party to the other, such
notice to be given within thirty (30) days after receipt of the accounting by
Licensor, will be submitted within fifteen (15) business days following such
notice to a disinterested accounting firm acceptable to both parties (the
"Arbitrator") whose determination will be final and binding on both parties and
may be enforced as an arbitration award in any court of competent jurisdiction,
provided such award may not, in any event, exceed Two Million United States
Dollars (U.S. $2,000,000). Each party will bear one half of the fees paid to
the Arbitrator (which will be in addition to $2,000,000 limit) and will bear
the fees of its own accountants and attorneys in connection with such
arbitration. Amounts to be paid which are not the subject of a dispute shall
be paid as above.

The Arbitrator will be a nationally recognized firm of independent certified
public accountants which has not within two (2) years prior to the submission of
the dispute to it, performed services for either party or their respective
affiliates (and will not during the pendency of the proceeding be so engaged by
either party or its affiliates); provided that if at the time of submission of
the dispute, it meets the aforementioned standard, the parties now agree that
the Arbitrator will be Coopers & Lybrand. The arbitration will be held in New
York City.

            (d) Renewal Term. In the event that Licensee is not in default of
any of the terms of this Agreement, Licensee may exercise its option to renew
this Agreement for the Optional Renewal Term of the License; as shown in the
License Agreement Summary, by sending written notice to Licensor by six (6)
months prior to the end of the Initial Term.

                                        9

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>

2. TERMS OF PAYMENT
   ----------------
            (a) Rate. Licensee agrees to pay to Licensor as royalty, a sum equal
to that shown in the License Agreement Summary, Paragraph 2(a), on all payments
received by Licensee or any of its affiliated, associated or subsidiary
companies for the sale or use of the Licensed Articles. All costs and expenses
incurred in the manufacture, sale, distribution or exploitation of the Licensed
Articles, or otherwise incurred by Licensee, shall be paid by Licensee, and no
such costs or expenses shall be deducted from any royalty payable to Licensor,
except as set forth in Paragraph 1(c) and License Agreement Summary Paragraph
2(a)(i). All taxes, duties, import charges or assessments levied, assessed or
imposed by any government authority with respect to the Agreement on the income
of the Licensee (or upon Licensor in respect of such income) shall be borne by
the Licensee, except as set forth in Paragraph 1(c) and License Agreement
Summary Paragraph 2(a)(i) and the Licensee shall indemnify and save harmless
Licensor in respect thereof provided that if in accordance with any applicable
law any withholding tax is imposed on any royalty, advances or guarantee payment
payable by the Licensee to Licensor under the Agreement, the Licensee or the
paying bank shall deduct the sum of tax from the royalty payment and pay it to
the competent tax authorities. Within sixty (60) days from such deduction and
payment, the Licensee or paying bank shall provide Licensor with a receipt
voucher or other document, as well as an English language translation thereof,
which evidences the receipt by the relevant tax authorities of payment of any
tax due. Except as otherwise specified, all payments shall be made in United
States Dollars calculated monthly using the average rate of exchange for the
Currency of the Territory and the United States Dollar based upon the daily rate
of exchange quoted by "The Wall Street Journal" during the month when royalties
or payments become due.

            (b) Terms of Payment: Term. Licensee agrees to pay as a minimum
guarantee against royalties to be paid Licensor during the Term hereof, and as
an advance payment applicable to said minimum guarantee and against royalties,
the sums as shown in the License Agreement Summary, Paragraph 2(b). The advance
and the balance of the minimum guarantee against royalties shall be payable as
shown in the License Agreement Summary, Paragraph 2(b). No part of such minimum
royalty shall in any event be repayable to Licensee.

            (c) Periodic Statements. Within twenty-five (25) days after the end
of the quarter in which the initial shipment of the Licensed Articles occurs
(subsequent to the Notice Date), and promptly on the twenty-fifth (25th) day of
the month following each calendar quarter thereafter, Licensee shall furnish to
Licensor complete and accurate statements certified to be accurate by Licensee,
or if a corporation, by an officer of Licensee, showing the number, country in
which manufactured, country in which sold or to which shipped and description of
the Licensed Articles sold, and, where the royalty described in Paragraph
2(a)(i) of the License Agreement Summary applies, the applicable gross revenue
received by Licensee and deductible fees payable to third parties relating to
the Licensed Articles distributed or otherwise provided by Licensee during the
preceding calendar quarter, together with any returns made during the preceding
quarter. Such statements shall be furnished to Licensor whether or not any of
the Licensed Articles have been sold or otherwise provided during the quarter to
which such statements refer. The form attached to this agreement must be used
for reporting royalties. Upon demand of Licensor, but not more than once in a
calendar year, Licensee shall, at its own expense, furnish to Licensor a
detailed statement by an independent certified public accountant or an officer
of Licensee, showing the number, country in which manufactured, country in which


                                       10
<PAGE>


sold or to which shipped and description of the Licensed Articles distributed
and/or sold or otherwise provided by Licensee and, where the royalty described
in Paragraph 2(a)(i), of the License Agreement Summary applies, the applicable
gross revenue received by Licensee and deductible fees payable to third parties,
to the date of Licensor's demand.

            (d) Royalty Payments. Royalties in excess of any advance payment
required and paid hereunder shall be due on the twenty-fifth (25th) day of the
month following the calendar quarter in which earned, and payment shall
accompany the statements furnished as required above. The receipt or acceptance
by Licensor of any of the statements furnished pursuant to this agreement, or of
any royalties paid hereunder (or the cashing of any royalty checks paid
hereunder) shall not preclude Licensor from questioning the correctness thereof
at any time within three (3) years after the expiration and/or termination of
this License Agreement, and in the event that any inconsistencies or mistakes
are discovered in such statements or payments, they shall immediately be
rectified and the appropriate payment made by Licensee. Licensee shall not be
permitted to reduce royalty payments for any reason without prior written
approval from Licensor. Licensee shall pay Licensor interest on a late royalty
payment at an interest rate of one and three fourths percent (1.75%) per month,
or the highest rate permitted by law, whichever rate is lower, from the date the
royalty payment should have been received by Licensor until paid. Royalty
payments must be remitted to Licensor at the address first set forth above. The
parties acknowledge that in certain instances it may be unlawful for Licensee to
remit to Licensor the royalties described in this Agreement (e.g. because
Licensee would require a license from the relevant gaming authorities, but such
license has not been granted). In such instances, Licensee shall so notify
Licensor and, at Licensor's option, either (1) Licensee shall hold such
royalties for the benefit of Licensor until such time as it is lawful to pay
such royalties to Licensor, or (2) the parties shall negotiate in good faith an
alternate royalty or other payment which may lawfully be paid to Licensor, with
the intention that, to the extent legally permitted, Licensor shall be given
substantially the benefits of the original royalty. The parties agree that if
Licensee makes a lease arrangement with its customer as a means of financing the
purchase of a Licensed Article which is a gaming device, such gaming device
shall be considered to be sold outright for purpose of this Agreement upon the
inception of such lease. The parties acknowledge that the Licensed Articles
include accessories which (A) Licensee may provide to its customers in
connection with Licensed Articles which are gaming devices or services, and (B)
utilize the Name. Examples of such accessories include electric signage which
calls players' attention to the presence of gaming devices within a casino.
Notwithstanding anything to the contrary in this Agreement, Licensee shall pay
Licensor [       ] on such accessories. The parties acknowledge that it is
customary in the gaming industry for gaming devices to be sold on a trial basis,
meaning the customer has, for a limited period, the right to return the devices
and unwind the transaction (the "Trial Period"). For any Licensed Articles
placed on such trial basis, the royalty thereon shall be deemed to accrue only
after the Trial Period (including any extensions thereof) has terminated, unless
the Trial Period exceeds six (6) months, in which case such royalty shall accrue
at the end of such six months.

                                       11

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>

      3. EXCLUSIVITY
         -----------
            (a) All rights whatsoever in the Name not specifically granted
herein are reserved to Licensor and may be freely exercised at any time by
Licensor or its designees without accounting to Licensee and without any claim,
charge or encumbrance in favor of Licensor.

            (b) It is further understood that, without limiting the foregoing
reservations, third parties granted rights for exploitation of the Name after
the Term hereof may be granted permission to display proposed product at trade
shows during the last six (6) months of the Term, and/or consult with retailers
and other third parties during the last six (6) months of the Term, with regard
to development and manufacturing of Licensed Articles.

      4. GOOD WILL
         ---------
            Licensee recognizes the great value of the good will associated with
the Name, and acknowledges that the Name and all rights therein, including good
will pertaining thereto, belong exclusively to Licensor, and that the Name has a
secondary meaning in the mind of the public. Licensee further recognizes and
acknowledges that a breach by Licensee of any of its covenants, agreements or
undertakings hereunder with respect to use of the Name, legal marking
requirements, or quality standards may cause Licensor irreparable damage, which
cannot be readily remedied in damages in an action at law, and may, in addition
thereto, constitute an infringement of Licensor's copyrights in or trademarks of
the Name, thereby entitling Licensor to seek equitable remedies, costs and
reasonable attorney's fees. Nothing in this Agreement shall be construed as
requiring Licensor to promote, advertise, or otherwise use or exploit the Name
during the Term, and Licensor shall be under no obligation to sell any products
utilizing the Name at any time.

      5. LICENSOR'S TITLE AND PROTECTION OF LICENSOR'S RIGHTS
         ----------------------------------------------------
            (a) Licensee agrees reasonably to assist Licensor, at Licensor's
request and expense, to the extent necessary or desirable in the procurement of
any protection or to protect any of Licensor's rights to the Name, and Licensor,
if it so desires, may commence or prosecute any claims or suits in its own name
or, with the prior written consent of the Licensee (not to be unreasonably
withheld) in the name of Licensee, or, subject to such consent of Licensee, join
Licensee as a party thereto. Licensee shall notify Licensor in writing of any
infringements or imitations by others of the Name on articles similar to those
covered by this agreement which may come to Licensees s attention, and Licensor
shall have the sole right to determine whether or not any action shall be taken
on account of any such infringements or imitations. Licensee shall not institute
any suit or take any action on account of any such infringements or imitations,
or otherwise institute any suit or take any action relating to the Name, without
first obtaining the written consent of Licensor to do so, such consent not to be
unreasonably withheld in instances affecting the exclusivity of this agreement.

            (b) Except with Licensor's written consent, neither Licensee, its
parent or any of its subsidiaries or affiliates, will register or attempt to
register copyrights in any country or to register as a trademark, service mark,
design patent or industrial design, any of the Name, trademarks or derivations
or adaptations thereof, or any word, symbol or design which is so similar
thereto as to suggest association with or sponsorship by Licensor or any of its
subsidiaries. In the event of breach of the foregoing, Licensee agrees, at its
expense and at Licensor's request, immediately to terminate the unauthorized
registration activity and promptly to execute and deliver, or cause to be
delivered to Licensor, such assignments and other


                                       12
<PAGE>

documents as Licensor may require to transfer to Licensor all rights to the
registrations, patents or applications involved.

      6. INDEMNIFICATION AND PRODUCT LIABILITY INSURANCE
         -----------------------------------------------
            (a) The sole responsibility of Licensor for Licensed Articles shall
be strictly as the owner of the copyrights and trademarks thereto, and Licensor
indemnifies Licensee and its officers, agents and employees and agrees to hold
them harmless against any claims, damages, losses, expenses, demands or causes
of action (including reasonable attorney and other fees and costs) arising out
of the use, as authorized in this Agreement, by Licensee of the Name on the
Licensed Articles on condition that the Licensee shall promptly notify Licensor
in writing of any such claims, demands, or causes of action. Licensor shall have
the sole right to control the defense of any such legal action at its own
expense (including choice of attorney and settlement).

            (b) Licensee hereby indemnifies Licensor and undertakes to defend
Licensee and/or Licensor against, and to hold Licensor harmless from, any
claims, suits, loss and damage arising out of any use of the Licensed Articles
(except to the extent arising from the utilization of the Name) or any patent,
process, idea, method or device by Licensee in connection with the Licensed
Articles, and also from any claims, suits, loss and damage arising out of actual
or alleged defects in the Licensed Articles, whether defects in design,
manufacture, or otherwise. Licensee agrees to give Licensor prompt written
notice of any such claims or suits. In the event that such a claim or suit
alleges that a defect in the Licensed Articles caused serious bodily injury or
death, and Licensor obtains the opinion of an expert in the relevant field that
the claimed defect exists and that in the normal use or reasonably foreseeable
abuse of the Licensed Articles such defect poses a more than insubstantial risk
of serious bodily injury or death, then, at Licensor's request (which shall be
accompanied by such opinion), Licensee shall diligently work to correct such
defect in all units of the Licensed Articles to which the owner and possessor
thereof will permit Licensee to make the necessary modifications. Licensee
agrees that it will obtain, at its own expense, product liability insurance from
a recognized insurance company, providing adequate product liability insurance
protection (at least in the amount of $2,000,000 combined single limit of Bodily
Injury Liability and Property Damage Liability for each occurrence and annual
aggregate), naming the Licensee as named insured and Licensor as additional
insured against any claims, suits, loss or damage arising out of any such actual
or alleged defects in the Licensed Articles. As proof of such insurance, a
certificate of insurance naming Licensor as an additional insured will be
submitted to Licensor by Licensee for Licensor to verify Licensee's compliance
with this paragraph before any Licensed Article is distributed or sold, and at
the latest, within thirty (30) days after the date first written above. Licensor
shall be entitled to a copy of the then prevailing certificate of insurance,
which shall be furnished Licensor by Licensee. As used in the first two
sentences of this Paragraph 6, "Licensor" shall also include the officers,
directors, agents and employees of Licensor, or any of its subsidiaries or
affiliates. The certificate of insurance shall include a provision to notify
Licensor in writing, prior to the effective date, of any amendment or
cancellation of such insurance before the effective date thereof.

            (c) In connection with any claim or suit described in Paragraph 6(a)
or 6(b), the party indemnifying under this Paragraph 6 (the "Indemnitor") shall
defend, contest or otherwise protect the indemnified party (the "Indemnitee")
against such claim or suit at the Indemnitor's own cost and expense. The
Indemnitee shall reasonably cooperate with the Indemnitor, at the


                                       13
<PAGE>

Indemnitor's request and expense, in the defense of the claim or suit and shall
give the Indemnitor full control over the defense and settlement thereof,
provided that no such settlement may be made without the Indemnitee's consent,
which will not be unreasonably withheld. In the event that the Indemnitor fails
timely to defend, contest or otherwise protect against a claim or suit, the
Indemnitee shall have the right to defend, contest or otherwise protect against
the same, and upon ten (10) days' written notice to the Indemnitor, make any
compromise or settlement thereof and recover the entire cost thereof from the
Indemnitor, including without limitation, reasonable attorneys' fees,
disbursement and all reasonable amounts applied as a result of such suit or
claim or compromise or settlement thereof. The obligations of the parties under
this Paragraph 6 shall survive the termination or expiration of this Agreement.

      7. MERCHANDISE AND MANUFACTURING STANDARDS
         ---------------------------------------
            (a) Quality of Merchandise. Licensee agrees that the Licensed
Articles shall be of satisfactory quality sufficient to meet consumer
expectations. The Licensed Articles will be of such style and appearance as to
be appropriate for and suited to their exploitation to the best advantage and to
the protection and enhancement of the Name and the good will pertaining thereto.
The Licensee warrants that the Licensed Articles will be designed, produced,
sold and distributed in accordance with all applicable United States laws, rules
and regulations, including, without limiting the generality of the foregoing,
the Federal Food, Drug and Cosmetic Act, the Federal Hazardous Substance Act
(FHSA), the Flammable Fabrics Act, the Consumers Products Safety Act, with all
other state and local laws and with all federal and state gaming laws.
(collectively, the "Acts and Standards").

                  (i) In order to insure that the Licensed Articles meet the
above standards, Licensee shall, prior to the date of first distribution of the
Licensed Articles, submit to the Licensor a "test plan" which lists all of the
applicable Acts and Standards and which contains a certification by the Licensee
that no other Acts and Standards apply to the Licensed Articles. The test plan
shall describe in detail the procedures used to test the Licensed Articles, and
Licensee shall submit certificates in writing that the Licensed Articles conform
to the applicable Acts and Standards. Upon request by the Licensor, Licensee
shall provide Licensor with specific test data or laboratory reports.

                  Licensee must secure Licensor's written approval of Licensee's
test plan prior to the date of first distribution. Tests on Licensed Articles
must be performed by a national testing laboratory or an independent laboratory
that is nationally approved unless another laboratory is otherwise approved by
the Licensor. Such testing laboratory or independent laboratory will provide
written test reports indicating that the Licensed Articles conform to the
applicable Acts and Standards.

                  (ii) To this end, Licensee shall, before selling and
distributing any of the Licensed Articles, furnish to Licensor free of cost for
its written approval, all preliminary artwork, designs, specifications, and
final artwork of the Licensed Articles, as well as the cartons, containers and
packing and wrapping material related thereto which utilize the Name. The
quality and style of such Licensed Articles as well as of any carton, container
or packing or wrapping material related thereto which utilize the Name, shall be
subject to the approval of Licensor. After samples have been approved pursuant
to this paragraph, Licensee shall not depart therefrom in any material respect
without Licensor's prior written consent, and Licensor shall not withdraw its
approval of the approved samples. Unless prohibited by laws Licensee shall,
without charger furnish Licensor with one (1) sample of each Licensed Article,
which has


                                       14
<PAGE>

been modified such that it contains demonstration software and does not accept
or dispense money or anything else of value, manufactured hereunder upon
completion of the first production run thereof. Any item submitted to Licensor
shall not be deemed approved unless and until the same shall be approved by
Licensor in writing. Sale of any Licensed Article by Licensee, the quality of
which has not been specifically approved by Licensor as hereinabove provided,
shall be deemed to constitute a material breach of this agreement.

            (b) Manufacturing Ethics. Licensee acknowledges that Licensor has a
significant interest in ensuring that the Licensed Articles are manufactured,
distributed, and sold in accordance with the highest ethical and business
standards. Upon at least ten (10) business days prior notice in writing,
Licensor shall have the right to inspect any manufacturing facilities for the
Licensed Articles owned or controlled by Licensee, subject to Licensee's
reasonable security procedures. Furthermore, Licensee confirms that its strict
compliance with the following standards and requirements shall be deemed
material to this License Agreement. If Licensee knows or is informed by Licensor
that any third party manufacturer of the Licensed Articles (as permitted under
Paragraph 20 hereinbelow) fails to meet the following manufacturing standards
(with such standards being applied to such manufacturer as if it were Licensee),
Licensee shall demand that such manufacturer cure such failure within thirty
(30) days, and if such manufacturer shall fail to effect a cure of such failure
within such time period, Licensee shall replace such manufacturer as soon as
practicable, working diligently and expeditiously to locate and put into place
an alternative manufacturer (or to itself assume the responsibility of such
manufacturer) in consultation with Licensor, through which Licensor and Licensee
will work together to ensure that all reasonable efforts are made to reduce the
time necessary to accomplish such replacement given the manufacturing schedules
for the Licensed Articles.

                  (i) Licensee will comply with the national laws of any country
in which the Licensee manufactures Licensed Articles, or any component thereof,
as such laws apply to manufacturing, any local laws, regulations, or standards
of regulatory authorities applicable to such manufacturing, and any gaming
industry trade association manufacturing standards which have been established
in said location (hereinafter, collectively, "Local Manufacturing Laws and
Standards"). The Local Manufacturing Laws and Standards should include, but not
be limited to, laws concerning import, export, certificate licenses, quota
allocations, country of origin, safety (including fire code rules), employment
standards, wages and benefits, and employee health and safety.

                  (ii) The employment or use by Licensee of children for the
manufacture, assembly, or conversion of the Licensed Articles, or any components
thereof, either directly or indirectly, will not be permitted hereunder, except
in accordance with Local Manufacturing Laws and Standards with respect to child
labor. In countries where there are no existing Local Manufacturing Laws and
Standards for child labor, Licensee's use of child labor hereunder should be
evaluated carefully, taking into account regional and United States standards.

                  (iii) Licensee will not use forced or prison labor. Licensee
must maintain a strict policy of employment on a voluntary basis.

                  (iv) Licensee shall comply with Local Manufacturing Laws and
Standards concerning working hours and compensation in all of Licensee's
manufacturing facilities in which the Licensed Articles are manufactured. In
countries where there are no such existing Manufacturing Laws and Standards,
working hours and compensation in Licensee's


                                       15
<PAGE>

manufacturing facilities hereunder should be evaluated carefully, taking into
account regional and United States standards.

                  (v) Licensee shall ensure that all employees in Licensee's
manufacturing facilities for the Licensed Articles have a healthy, safe working
environment. All such manufacturing locations should be well-ventilated,
comfortable and well lit. Fire exits should be well-identified and training in
emergency evacuation must be provided by Licensee to all such employees.
Licensee should maintain a written safety policy in Licensee's manufacturing
facilities for the Licensed Articles which should be available for review by
Licensor. Provision of appropriate safety equipment and instruction in its use
is strongly encouraged. Licensee will provide adequate medical assistance in the
case of emergencies, and, to the extent practicable, shall train such employees
in first aid, health, and hygiene. Licensee shall not employ unreasonable mental
or physical disciplinary practices, and shall provide employee benefits, such as
living quarters and meals which are adequate to meet the standards of the job,
if appropriate with respect to such employees.

                  (vi) Licensee must behave and conduct business in an ethical
and proper manner, and shall not use gifts or favors to influence employees of
either Licensor or Licensee or to influence government officials or customs
agents. (Compliance with the laws of the United States, Canada, the European
Union or Australia shall be deemed compliance with the provisions of Paragraphs
6(b)(v) and (vi) with regard to the subject matter thereof).

                  (vii) Licensee shall endeavor in the production of the
Licensed Articles to seek to minimize waste, recycle raw materials, properly and
safely dispose of toxic material, and otherwise maintain sound environmental
programs and practices.

                  (viii) In order to assure Licensor of Licensee's compliance
with the foregoing, within six (6) months of the execution of this Agreement,
Licensee agrees to supply Licensor with a notarized certification as to such
compliance substantially in the form of Exhibit 2, attached hereto.

            (c) in the event that Licensee is contacted in writing by any
governmental body or agency (including but not limited to the United States Food
And Drug Administration, Federal Trade Commission, Consumer Product Safety
Commission, Federal Communications Commission, the U.S. Department of Justice,
or any state attorney general's office) concerning any issue of product safety,
material product quality defects, allegedly false or deceptive trading or
advertising practices, or an alleged failure to comply with governmental
regulations or laws, with respect to a Licensed Article which has begun to ship
commercially, Licensee shall promptly notify Licensor. Furthermore, except as
may be otherwise required by law, if reasonably practicable under the
circumstances, Licensee agrees not to contact any such governmental body or
agency, in response to any such inquiry, without first notifying Licensor and
giving Licensor a right of meaningful consultation as to any such communication
and/or response.


                                       16
<PAGE>

      8. TRADEMARK AND COPYRIGHT PROTECTION
         ----------------------------------
            (a) Labeling. As a condition to the grant of the rights hereunder,
Licensee agrees that it will cause to appear on or within each Licensed Article
sold by it and on or within all packaging, cartons, wrapping material,
advertising, promotional or display material bearing the Name, the notice as set
forth in the License Agreement Summary, Paragraph 8(a).

            (b) Approval. Each and every tag, label, storyboard, copy and layout
imprint or other device containing any such notice, and all advertising,
promotional or display material bearing the Name, shall be submitted by Licensee
to Licensor for its written approval prior to use by Licensee. Approval by
Licensor shall not constitute a waiver of Licensor's rights or Licensee's duties
under any provision of this Agreement, except where Licensor approves a
submission which is on its face at variance with the requirements of this
Agreement (e.g. has an abbreviated legal notice), in which case only such
variance shall be waived. Licensee must use Licensor's approval form with each
submission for Licensor's approval. Otherwise, Licensor is not under any
obligation to review Licensee's submission. Licensor agrees to notify Licensee
if a submission is not submitted on the appropriate form.

            (c) Ownership. All right, title and interest in and to all
copyrights and trademarks in the graphics, artwork and designs of the Licensed
Articles to the extent depicting the Name or derived from the Name, and all
copyright and trademark registrations based thereon, shall be in Licensor's name
and shall be owned exclusively by Licensor, and Licensee covenants and agrees
that it shall have no interest in or claim to the Name or to any of the
copyrights and trademarks associated therewith, except to the limited extent of
the license to use same pursuant to this agreement, and subject to its terms and
conditions. Licensee further agrees to provide Licensor with the date of the
first use of the Licensed Articles in interstate and in intrastate commerce and
to execute and provide Licensor, at Licensor's expense and request, with all
reasonable and necessary documents, assignments and signatures which Licensor
may request for the purpose of perfecting Licensor's title to all such copyright
and trademark registrations. Licensee agrees to secure any assignments of rights
which any third party designers of the Licensed Articles or related materials
may otherwise claim, where needed to comply with this Agreement.. All uses of
the trademarks, graphics, artwork or designs of the Licensed Articles, to the
extent depicting the Name or derived from the Name, by Licensee hereunder shall
inure to Licensor's benefit. Without limiting the foregoing, Licensee hereby
assigns to Licensor all copyrights and trademarks in the graphics, artwork or
designs of the Licensed Articles to the extent depicting the Name or derived
from the Name, together with the good will attaching thereto. Licensee shall
follow Licensor's instructions for proper use of the Name in order that
protection and/or registrations for the trademarks may be obtained or
maintained; provided, however, that in the event that any change or changes in
such instructions shall be required, such change or changes shall be instituted
within ninety (90) days on a running change, go forward basis only after
Licensor gives written notice to Licensee of the requested change, and shall not
affect Licensee's inventory or parts or product in process existing at the end
of such ninety day period and bearing the notice referenced in License Agreement
Summary Paragraph 8(a); provided, however, that no such change need be
instituted in the software of the Licensed Articles until Licensee elects to
submit a new revision of the software for the necessary regulatory approval, and
then such change shall be instituted when and where such approval is received
and such revision is incorporated into the Licensed Articles. Licensor
acknowledges that, with the exception of graphics, artwork and designs to the
extent depicting the Name or


                                       17
<PAGE>

derived from the Name, all patents, copyrights, trademarks and other
intellectual property associated with the Licensed Articles and related
packaging, cartons, labeling, point-of-sale, promotional, advertising, display
or other materials (including, without limitation, the artwork of the Licensed
Articles and such materials, the design and mechanism of the Licensed Articles,
and the computer software, music and visual and sound effects in the Licensed
Articles) are the exclusive property of Licensee or its third party licensors.
Notwithstanding anything to the contrary in this Agreement, Licensor
acknowledges that Licensee shall have the right to protect and enforce its
rights in the Licensed Articles and related materials without restriction,
including, among other things, by obtaining registrations of copyrights,
trademarks, design patents and industrial designs. Licensor agrees not to, and
not to permit others to, use, reproduce, display, perform, distribute, make
derivative works of, make or sell any graphics, artwork or designs depicting the
Name or derived from the Name developed by or on behalf of Licensee, including
without limitation in any amusement game, which, in whole or in part, simulates
the play of the Licensed Articles. However, Licensee acknowledges that there may
be instances where Licensor or its other licensees develop works which
incidentally are substantially similar to such graphics, artwork or designs
simply because both such works and such graphics, artwork and designs are based
upon the Name, and not because of actual copying of such graphics, artwork and
designs, this being most likely where such graphics, artwork and designs simply
depict the Name, and least likely where such graphics, artwork and designs are
derived from the Name but contain substantial modifications or additions
thereto.

      9. PROMOTIONAL MATERIAL
         --------------------
            (a) In all cases where Licensee desires artwork involving Licensed
Articles to be executed, the cost of such artwork and the time for the
production thereof shall be borne by Licensee. All artwork and designs involving
the Name, or any reproduction thereof, shall be subject to prior written
approval of Licensor.

            (b) Licensor shall have the right, but shall not be under any
obligation, to use the Name and/or the name of Licensee so as to give the Name,
Licensee, Licensor and/or Licensor's programs full and favorable prominence and
publicity; provided, however, that uses of the Licensee's name individually, and
not as part of a group of licensees, shall be subject to Licensee's consent,
such consent not to be unreasonably withheld or delayed.

            (c) Licensee agrees not to offer for sale or advertise or publicize
any of the Licensed Articles on radio, broadcast, print or television without
the prior written approval of Licensor. Licensee also agrees to submit to
Licensor for advance approval designed sketches of all advertising and other
publicity material which Licensee proposes to use in connection with the
promotion and sale of the Licensed Articles.

      10. DISTRIBUTION
          ------------
            (a) Licensee agrees that during the term of this license it will
manufacture, distribute and sell the Licensed Articles and that it will make and
maintain arrangements for the distribution of the Licensed Articles, consistent
with its customary practices for goods or services of like kind and in
accordance with its reasonable business judgment, exercised in good faith.

            (b) Licensee agrees that it will sell and distribute the Licensed
Articles outright or distribute them otherwise as contemplated by Paragraph
2(a)(i) of the License Agreement Summary consistent with its customary business
practices and only within the Channels of Distribution specifically permitted
under Paragraph 1 (b) above. Licensee shall not sell or distribute Licensed
Articles to whose sales or distribution are or will be made for publicity or
promotional tie-in purposes, combination sales, premiums, give-aways, or similar
methods of


                                       18
<PAGE>

merchandising, or who engages in deceptive, illegal, or immoral business
practices as to the use of the Licensed Articles. For purposes of this
paragraph, the term "premium" shall include, but not be limited to, free or
self-liquidating items offered to the public in conjunction with the sale or
promotion of a product or service, or any similar scheme or device, the prime
intent of which is to use the Licensed Articles in such a way as to promote,
publicize and/or sell services and/or other product(s). Licensee is expressly
prohibited from making door to door sales. In the event any sale is made at a
special price to any of Licensee's subsidiaries or to any other person, firm or
corporation related in any manner to Licensee or its officers, directors or
major stockholders, there shall be a royalty paid on such sales based upon the
price generally charged the trade by Licensee if price is part of the
calculation of the royalty.

      11. RECORDS
          -------
            Licensee agrees to keep accurate books of account and records
covering all transactions relating to its compliance with Paragraphs 2and 6(b)
(as it relates to insurance), hereof, and Licensor and its duly authorized
certified public accountants shall have the right, but not more than once per
calendar year, on at least ten (10) business days written notice and during
Licensee's normal business hours to an inspection of said books of account and
records and of all other documents, materials, and premises in the possession or
under the control of Licensee reasonably necessary to determine compliance with
the terms of Paragraphs 2and 6(b) (as it relates to insurance) of this Agreement
and shall have free and full access thereto for said purposes and for the
purpose of making extracts therefrom and ensuring Licensor of Licensee's
compliance with Paragraphs 2and 6(b) (as it relates to insurance) of this
Agreement. All such books of account and records shall be kept available for at
least two (2) years after the termination of this license. In the event that
Licensor or its duly authorized certified public accountants shall discover a
royalty payment discrepancy of five percent (5%) or more pursuant to any such
examination, Licensee shall pay to Licensor the fee for such examination, plus
reasonable out of pocket costs. The fee for said examination shall be One
Thousand United States Dollars (US$1,000.00) per day, but in no event shall
Licensee be charged in excess of Four Thousand United States Dollars
(US$4,000.00) for any individual examination. Royalties found to be due as a
result of Licensor's examination of the Licensee's books of accounts should be
paid immediately with interest at an interest rate of one and three fourths
percent (1.75%) per month, or the highest rate permitted by law, whichever rate
is lower, from the date the royalty amount should have been paid to Licensor
until paid.

      12. TERMINATION
          -----------
            (a) If in any calendar year of the Initial Term or the Optional
Renewal Term Licensee fails to lease, sell, or otherwise provide any of the
Licensed Articles and derives no revenue subject to royalty payments from the
use or operation thereof, Licensor may terminate this license by giving notice
of termination to Licensee. Such notice shall be effective when mailed by
Licensor.

            (b) If Licensee becomes insolvent, or if a petition in bankruptcy or
for reorganization is filed by or against it (and in the case of a filing
against it, such filing is not dismissed within ninety (90) days), or if any
insolvency proceedings are instituted by or against it under any state or
federal law (and in the case of a filing against it, such filing is not
dismissed within ninety (90) days), or if it makes an assignment for the benefit
of its creditors, or if a receiver is appointed for its property and business
and remains undiseharged for a period of ninety (90) days, or if it liquidates
its business in any manner whatsoever, or if any distress, execution or
attachment is levied on substantially all of its assets and remains undischarged
for a


                                       19
<PAGE>

period of ninety (90) days, Licensor shall have the right, if it so elects, to
terminate this agreement and the license hereby granted, upon thirty (30) days'
notice in writing to Licensee. Upon the expiration of such thirty (30) days,
this Agreement and the license hereby granted shall cease and terminate.

            (c) If Licensee shall violate any of its other obligations under the
terms of this agreement, and each of such obligations shall be deemed to be
material, Licensor shall have the right to terminate the license hereby granted
upon thirty (30) days' notice in writing, and such notice of termination shall
become effective unless Licensee shall completely remedy the violation within
the thirty (30) day period and provide reasonable evidence to Licensor that such
violation has been remedied.

            (d) Termination of the license under the provisions of Paragraph 12
shall be without prejudice to any rights which Licensor may otherwise have
against Licensee, including the right to recover royalties due hereunder or
damages caused it by Licensee's breach. Upon the termination of this license,
notwithstanding anything to the contrary herein, all royalties on sales
theretofore made, all unpaid advances, and all minimum guarantee balances shall
become immediately due and payable, and shall not be repayable.

      13. FINAL STATEMENT UPON TERMINATION OR EXPIRATION
          ----------------------------------------------
            Sixty (60) days before the expiration of this license and again,
within ten (10) days after such expiration (or, in the event of termination of
this license, ten (10) days after receipt of notice of termination or the
happening of the event which terminates this agreement where no notice is
required), Licensee shall furnish to Licensor a statement showing the number and
description of articles covered by this agreement on hand or in process.
Licensor shall have the right to take a physical inventory to ascertain or
verify such inventory and statement, and refusal by Licensee to submit to such
physical inventory by Licensor shall forfeit Licensee's right to dispose of such
inventory as provided in Paragraph 14 hereof, Licensor retaining all other legal
and equitable rights Licensor may have in the circumstances.

      14. DISPOSAL OF STOCK UPON EXPIRATION
          ---------------------------------
            After expiration of this agreement, Licensee, except as otherwise
provided in this Agreement, may dispose of Licensed Articles which are completed
and on hand at the time of expiration for a period as indicated in Paragraph 14
of the License Agreement Summary, provided that (i) advances and royalties with
respect to that period are paid and statements are furnished for that period in
accordance with Paragraph 2, (ii) the Licensed Articles had been offered for
sale and shipped prior to the expiration of the Term, and (iii) such sales are
restricted to the Territory and Channels of Distribution. Notwithstanding
anything to the contrary herein, Licensee shall not manufacture, sell or dispose
of any Licensed Articles after termination hereof based on the failure of
Licensee to affix notice of copyright, trademark, or service mark as specified
above, or because of the departure by Licensee from the quality and style
approved by Licensor pursuant to Paragraph 7, or by reason of termination for
any other causes set forth in Paragraph 12 above. In the event of such
termination by Licensor by reason of any cause contained in Paragraph 12,
Licensee, its receivers, representatives, trustees, agents, administrators and
successors shall have no further right to sell, exploit or in any way deal in or
with any of the Licensed Articles, or any advertising matter, packing material,
boxes, cartons or other documentation relating thereto which use the Name.


                                       20
<PAGE>

15. EFFECT OF TERMINATION OR EXPIRATION
    -----------------------------------
            Upon and after the expiration or termination of this license, all
rights granted to Licensee hereunder shall forthwith revert to Licensor, and
Licensee will refrain from further use of the Name or any further reference to
it, direct or indirect, or anything reasonably deemed by Licensor to be
confusingly similar to the Name in connection with the manufacture, sale or
distribution of Licensee's products, except as provided in Paragraph 14.
Notwithstanding anything in this Agreement to the contrary, termination or
expiration of this Agreement shall not terminate any lease or other contractual
arrangement in place between Licensee (including its affiliates) and its
customer as of the date of termination or expiration under which Licensee is
providing Licensed Articles to such customer on a basis other than the outright
sale (which includes lease financing) of the Licensed Articles, provided that no
such lease or other arrangement shall continue beyond one (1) year after such
expiration or termination. Licensed Articles which have been sold outright to
customers (including through lease financing) shall be unaffected by the
expiration or termination of this Agreement.

      16. LICENSOR'S REMEDIES
          -------------------
            (a) Licensee acknowledges that its failure (except as otherwise
provided herein) to cease the manufacture, sale or distribution of the Licensed
Articles or any class or category thereof at the termination or expiration of
this agreement will result in immediate and irremediable damage to Licensor and
to the rights of any subsequent licensee. Licensee acknowledges and admits that
there is no adequate remedy at law for such failure to cease manufacture, sale
or distribution, and Licensee agrees that in the event of such failure, Licensor
shall be entitled to equitable relief by way of temporary and permanent
injunctions and such other further relief as any court with jurisdiction may
deem just and proper.

            (b) Resort to any remedies referred to in this Agreement shall not
be construed as a waiver of any other rights and remedies to which Licensor is
entitled under this agreement or otherwise.

      17. EXCUSE FOR NONPERFORMANCE
          -------------------------
            Neither party shall have any liability for its delay or failure to
perform under this Agreement where caused by national emergency, war, fire,
flood, strike, riot, materials shortages, transportation failure or other force
majeure beyond its control; provided that if such failure or delay shall
continue for a period of one hundred twenty (120) days or more, the other party
may terminate this Agreement by giving written notice. In such events, all
royalties on sales theretofore made shall become immediately due and payable,
and no advance or minimum royalties shall be repayable.

      18. NOTICES
          -------
            All notices and statements to be given, and all payments to be made
hereunder shall be given or made at the respective addresses of the parties as
set forth above, unless notification of change of address is given by certified
mail, return receipt requested and the date of mailing shall be deemed the date
the notice or statement is given. Notices sent to Licensee must be sent to the
attention of the President with copies to the Vice President and General
Counsel, Mikohn Gaming Corporation, 1045 Palms Airport Drive, Las Vegas, Nevada
89119.

      19. NO JOINT VENTURE
          ----------------
            Nothing herein contained shall be construed to constitute the
parties joint venturers, nor shall any similar relationship be deemed to exist
between them. Nothing herein contained shall be construed as constituting
Licensee as Licensor's agent or as authorizing Licensee to incur financial or
other obligations in Licensor's name, and it is specifically


                                       21
<PAGE>

understood and agreed that under no circumstances shall any power granted, or
which may be deemed to be granted to Licensee, be deemed to be coupled with an
interest. It is specifically understood that the rights and powers retained by
Licensor to approve the Licensed Articles and advertising, display and
promotional material using the Name, all as hereinabove provided, are retained
because of the necessity of protecting Licensor's copyrights, trademarks,
properties and property rights generally, and specifically to conserve the good
will and good name of Licensor's company and of the Name.

      20. NO ASSIGNMENT OR SUBLICENSE BY LICENSEE
          ---------------------------------------
            This agreement and all rights and duties hereunder are personal to
Licensee and shall not, without the written consent of Licensor, be assigned,
mortgaged, sublicensed or otherwise encumbered by Licensee or by operation of
law. For purposes of this agreement, the term "assignment" shall, in addition to
the transfer of this agreement or the rights or obligations thereunder, whether
voluntarily, involuntarily, by operation of law or otherwise, be deemed to
include (i) a sale or other transfer by Licensee of all or substantially all of
its assets; (ii) the liquidation or dissolution of Licensee; (iii) the merger,
amalgamation, consolidation or reorganization of Licensee into or with another
corporation or other entity which is not an affiliate of Licensee as a result of
which Licensee is not the surviving corporation; or (iv) any transaction
(including any of the foregoing transactions, as well as any in which Licensee
is the surviving corporation) which, whether by way of sale, gift or other
transfer, results in more than a thirty percent (30%) change in ownership of the
voting stock of Licensee, except where such stock is transferred to an affiliate
of Licensee. Licensee shall not be entitled to sublicense any of its rights
under this agreement, except that, in the event Licensee is not a manufacturer
of the Licensed Articles, or wishes to use third parties to manufacture the
License Articles, Licensee may, subject to the prior written approval of
Licensor, utilize a third-party manufacturer in connection with the manufacture
and production of the Licensed Articles, provided that such manufacturer shall
execute a letter in the form of Exhibit 1 attached hereto and made a part
hereof. In such event and in the event of any permitted assignment, Licensee
shall remain primarily obligated under all of the provisions of this Agreement.
In no event shall any sublicense agreement include the right to grant any
further sublicenses.

      21. INTEGRATION
          -----------
            No waiver or modification of any of the terms of this Agreement
shall be valid unless in writing and signed by the party to be charged. No
waiver by either party of a breach or default hereunder, or a continuing breach
or default, shall be deemed a waiver by such party of a subsequent breach or
default of like or similar nature. Any approval or consent given by Licensor
shall not constitute a waiver of any of Licensor's rights or Licensee's duties
under any provision of this Agreement, except as provided herein. There are no
representations, promises, warranties, covenants or undertakings other than
those contained in this Agreement, which represents the entire understanding of
the parties. No person, firm, group or corporation (whether included in the Name
or otherwise), other than Licensee and Licensor, shall be deemed to have
acquired any rights by reason of anything contained in this Agreement, except as
provided in Paragraph 20.


                                       22
<PAGE>

      22. GOVERNING LAW
          -------------
            This agreement shall be construed in accordance with the internal
laws of the State of Rhode Island. The parties agree that any dispute arising
hereunder shall be subject to the exclusive jurisdiction of the courts of such
State, including the United States District Court for the District of Rhode
Island, and consent to the jurisdiction thereof.

      23. HEADINGS
          --------
            The paragraph and other headings in this Agreement are for reference
purposes only and will not affect the meaning or interpretation of this
Agreement.

      24. SEVERABILITY
          ------------
            In the event that any provision(s) of this Agreement is adjudicated
by a court of competent jurisdiction to be unlawful, unenforceable, invalid,
and/or unconscionable, that provision(s) shall be deemed severed from this
Agreement and shall not affect the validity or enforceability of the remaining
provisions hereof or this Agreement as a whole.

      25. SURVIVAL
          --------
            The provisions of Paragraphs 1(c) (second and third paragraphs
only), 4, 5(b), 6, 7(c), 8(c), 11, 12(d), 13, 14, 15, 16, 26 and 29 shall
survive the termination or expiration of this Agreement. The provisions of
Paragraph 2(a), (c), and (d) shall survive during any period of Licensee's
continued exploitation of the Licensed Articles.

      26. CONFIDENTIALITY

Licensee shall keep in confidence, not disclose to any third party and not use
for any purpose except its performance under this Agreement, without the written
permission of Licensor, the terms of this Agreement (including, without
limitation, the royalty rates) except that Licensee may disclose such terms to
its distributors and affiliates as necessary to exercise its rights and perform
its obligations under this Agreement. Likewise Licensor shall keep in confidence
and not disclose to any third party, without the written permission of Licensee,
the terms of this Agreement (including, without limitation, the royalty rates)
and the proprietary information of Licensee which may be disclosed to Licensor
hereunder (including, without limitation, information about the Licensed
Articles and the information learned by Licensor under Paragraphs 2, 7(a), 8(b)
and 11 except that Licensor may disclose such terms to its distributors and
affiliates as necessary to exercise its rights and perform its obligations under
this Agreement. The foregoing obligations shall not apply to information that is
(a) in the public domain through no wrongful act of the receiving party; (b)
rightfully received by the receiving party from a third party who is not bound
by a restriction of nondisclosure; (c) already in the receiving party's
possession without restriction as to disclosure, or (d) is required to be
disclosed by applicable rules and regulations of government agencies or judicial
bodies.

      27. PRESS RELEASE
          -------------
Upon execution of this Agreement Licensee may make a press release concerning
this Agreement. Such press release shall be subject to the approval of Licensor,
which approval will not be unreasonably withheld or delayed.


                                       23
<PAGE>

      28. LICENSOR'S APPROVAL RIGHTS
          --------------------------
As to the exercise by Licensor of its rights to approve the Licensed Articles
and any material relating thereto pursuant to Paragraphs 7, 8 and 9 hereof,
Licensor shall not unreasonably withhold or delay such approval, and will take
into account gaming industry regulations, standards and practices and the
technical limitations of the applications involved.

      29. LIABILITY
          ---------
Neither party shall be liable for incidental, consequential, special or other
indirect damages (including, without limitation, lost profits) arising out of or
in connection with this Agreement, even if informed of the possibility thereof.

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


HASBRO, INC.                              MIKOHN GAMING CORPORATION

By:    /s/                                By:    /s/ Charles H. McCrea, Jr.
       ---------------------------               --------------------------
                                                 Charles H. McCrea, Jr.
Title: General Manager                    Title: Executive Vice President
       ---------------------------                 and General Counsel
                                                 --------------------------

HASBRO INTERNATIONAL, INC.

By:    /s/
       ---------------------------

Title: Vice Chairman
       ---------------------------


                                       24