<PAGE>


                                                                    Exhibit 4.21


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

NAME: TRIVIAL PURSUIT

      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. Casino slot machines using the Name except: (A)
that class of "amusement with prize" or "skill with prize" games presently found
in Europe and called "Fruit Games" or "Fungames" which is not designed for
casinos, but rather for pubs, pool halls and arcades, and for which the player's
maximum possible payout for any single amount staked is limited to a relatively
small amount set by the legislation of the jurisdiction in which such games are
operated (hereinafter, "Low Payout AWPs or SWPs"); Low Payout AWPs or SWPs does
not include video lottery terminals or video lottery machines, (B) gaming
tables; (C) pull-tabs, "scratch and win" cards and similar paper goods used in
government lotteries other than those which are dispensed by gaming devices such
as video lottery terminals, (but not vending machines); (D) amusement games,
including, without limitation, amusement games which simulate the play of gaming
devices for amusement only (i.e., without payouts or other prizes), whether in
coin-operated form or cartridges or CD-ROMs for home play; and (ii) gaming
services using the Name which relate to casino slot machines permitted to be
produced pursuant to this agreement, such as services through which gaming
devices are linked for progressive jackpots, whether through local area
networks, wide area networks or otherwise, but excluding other all other gaming-
related services including, without limiting the generality of the foregoing,
any internet related services.

      (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               [  ]

  Hasbro Contract Number 1711. JHM/nec Drafted 08/16/00(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.

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 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.

2. TERMS OF PAYMENT

      (a) Royalty Rate. Licensee will pay a royalty to Licensor calculated [  ]
as follows: [  ]

For Licensed Articles which are goods sold outright by Licensee or are services
Licensee will pay Licensor a royalty equal to [   ] received by the Licensee for
the sale of such goods or services.

------------------------
*     Each date of the Term is subject to extension pursuant to Paragraph 1(c)
      of the Agreement
**    As Costs are defined in Paragraph 1(c) of the Agreement

 Hasbro Contract Number 1711. JHM/nec Drafted 08/16/00(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.

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>


      Cross License: Licensee shall license its intellectual property embodied
      within its TRIVIAL PURSUIT gaming devices 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 [   ] 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.

Royalties will be payable for activities during the Development and Test Period
consistent with the schedule set forth above.


      b)  Terms of Payment:

                Total
                Royalty      Advance     Balance
                Guarantee    Payment     Due Dates**
                ---------    -------     -----------

Initial Term    U.S.$ [  ]   U.S.$ [  ]  Upon full execution by both parties
                                         U.S.$ [  ]
                                         30 days after the Notice Date
                                         (as hereinafter defined)
                                         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

------------------------

**    Balance Due Dates are subject to extension pursuant to Paragraph 1(c) of
      the 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>


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 warrants shall be issued in the amount of 62,500 to Licensor,
31,250 to Horn Abbot Ltd. and 31,250 to Horn Abbot International Limited.

      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 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:

      In the United States, Canada and South Africa:




<PAGE>


      "The trademark TRIVIAL PURSUIT and related proprietary rights are owned by
      Horn Abbot Ltd., used with permission.(C)[year of first publication] Horn
      Abbot Ltd. All rights reserved."

      Outside the United States, Canada and South Africa:

      "The trademark TRIVIAL PURSUIT and related proprietary rights are owned by
      Horn Abbot International Limited, used with permission. (C)[year of first
      publication] Horn Abbot International Limited. 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, 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 [  ].

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 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:  9-6-00                          Date:  8-22-00
       --------------------------             --------------------------

HASBRO INTERNATIONAL, INC.

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

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

Date:  9/11/00
       --------------------------
<PAGE>

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

      This AGREEMENT made this _____th 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 by virtue of and subject to Agreements with Horn Abbot
Ltd. and Horn Abbot International Limited (collectively, "Horn Abbot") has
rights to the name, characters, symbols, designs, likenesses and visual
representations of TRIVIAL PURSUIT, 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"). Hereinafter,
all references to Licensor's rights in the Name shall be interpreted to include
the rights of Horn Abbot as governed by said Agreements; 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) 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.

            (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 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 has not submitted a Licensed Article for required regulatory
approval in at least one country of a Region within the time period as set forth
in the License Agreement Summary, Paragraph 1(b), or in the event that Licensee
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
<PAGE>


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 particular time 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 to 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"):

      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


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>


      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 (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.
It is understood that during the Test Period, Licensee will not sell any
Licensed Articles and that all test devices will be retrieved if Licensee does
not notify Licensor that the Licensed Articles have met the Test Criteria.

      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.

      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

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>


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. $2,000,000.00). Each party will
bear one half of the fees paid to the Arbitrator (which will be in addition to
$2,000,000.00 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.

      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). 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) 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

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>

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)
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
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), 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
<PAGE>


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.

      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 by Licensor 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


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>

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 Licensee'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 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
<PAGE>

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 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
<PAGE>

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
charge, furnish Licensor with one (1) sample of each Licensed Article, which has
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.
<PAGE>

             (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 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
<PAGE>

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.

      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
<PAGE>

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 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..

      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)
of the License Agreement Summary consistent with its customary business
practices and only within the
<PAGE>

Channels of Distribution specifically permitted under Paragraph 1 (b) above.
Licensee shall not sell or distribute Licensed Articles to any entity 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
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 2 and 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 2 and 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 2 and 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
<PAGE>

receiver is appointed for its property and business and remains undischarged 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 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.
<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. The obligation of Licensee to submit royalty
statements and payments shall continue until the expiration of all such leases.
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
<PAGE>

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 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.
<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; (h)
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.

      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.
<PAGE>

      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: Senior Vice President
       and General Counsel
       --------------------------