ADVERTISING SALES REPRESENTATIVE AGREEMENT



         This Advertising Sales Representative Agreement ("Agreement") is made

and entered into as of this 8th day of May, 2001 ("Effective Date"), by and

between NTN Communications, Inc., a Delaware corporation ("COMPANY"), and Baron

Enterprises, Inc., a California corporation ("REPRESENTATIVE").



                                    RECITALS



         1. A glossary of terms used with initial capital letters and other

terms defined for purposes of this Agreement is set forth in Exhibit "A" at the

end of this Agreement and is incorporated by reference into the Agreement.



         2. COMPANY produces and programs two-way (interactive) entertainment

and operates an interactive network in the United States that broadcasts

multi-player, multi-platform programming to group viewing locations, interactive

cable networks, online services and the Internet.



         3. The Advertising Services covered by this Agreement are more

particularly described on Exhibit "A".



         4. REPRESENTATIVE desires to serve as independent sales representative

for the Advertising Services.



         NOW, THEREFORE, in consideration of the recitals, premises and mutual

covenants contained in this Agreement, the parties agree as follows:



         1. Appointment. Subject to the terms and conditions of this Agreement,

COMPANY grants to REPRESENTATIVE the exclusive right to solicit orders for

Advertising Services from: i) advertisers within the non-"food and beverage"

industry other than those identified in Exhibit "B"; from Media; and from any

other advertiser to whom COMPANY grants REPRESENTATIVE solicitation rights in

writing during the term of this Agreement. All contracts for Advertising

Services are subject to, and not valid and binding in the absence of, prior

written approval by an officer of the COMPANY.



         2. Relationship of the Parties. REPRESENTATIVE is not an employee,

partner or co-venturer of COMPANY for any purpose, and shall act only as an

independent contractor. REPRESENTATIVE shall adhere to COMPANY's Standards of

Usage for Authorized Representatives. REPRESENTATIVE shall be solely responsible

for the method, manner and means of its performance in compliance with this

Agreement. REPRESENTATIVE is not required to work any particular number of hours

per week or work on any particular days. REPRESENTATIVE does not have any

authority, and shall not hold itself out as having authority, either express or

implied, to make any commitment or representation on behalf of COMPANY or incur

any debt or obligation on behalf of COMPANY.







{PAGE}   2



         3. Term. The term of this Agreement shall be one (1) year, commencing

April 2, 2001, and ending on April 1, 2002, unless sooner terminated in

accordance with this Agreement.



         4. Compensation.



                  4.1 COMPANY shall pay REPRESENTATIVE as compensation a

commission at the Commission Rate applied to Net Advertising Revenues resulting

from Advertising Contracts solicited solely by REPRESENTATIVE and included in

the invoiced amount, and after deducting any discounts, credits or offsets, if

any.



                  4.2 REPRESENTATIVE shall be granted, as of the April 2, 2001

commencement of the Term, a warrant to purchase 20,000 shares of NTN common

stock at a price of $0.50 per share, exercisable by REPRESENTATIVE for a period

of three (3) years through and including April 1, 2001 (the "Warrant"). The

Warrant shall vest and become exercisable as to one-twelfth (1/12th) of the

total shares of common stock issuable thereunder on the last business day of

April 2001 and each month immediately thereafter, subject to REPRESENTATIVE's

continuous representation of COMPANY as set forth herein.



                  4.3 If the Agreement is terminated by COMPANY or expires

without renewal, COMPANY shall pay to REPRESENTATIVE a commission at the rate of

fifteen percent (15%) of Net Advertising Revenue received by COMPANY for any

Advertising Contract solicited solely by REPRESENTATIVE, existing at the time of

termination or expiration, that renews during the twelve (12) month period

immediately subsequent to expiration or termination of the Advertising Contract

(the "Surviving Commission"). In the event this Agreement is terminated by

REPRESENTATIVE, no Surviving Commission will be payable hereunder.

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