RESTRUCTURE AGREEMENT



                  This RESTRUCTURE AGREEMENT (this "AGREEMENT") is dated as of

January 26, 2001 and entered into by and among NTN COMMUNICATIONS, INC., a

Delaware corporation (the "COMPANY"), and STARK INTERNATIONAL ("STARK"),

SHEPHERD INVESTMENTS INTERNATIONAL, LTD. ("SHEPHERD"; collectively with Stark,

the "NOTEHOLDERS"), BAYSTAR CAPITAL, L.P. ("BAYSTAR CAPITAL"), and BAYSTAR

INTERNATIONAL LTD. ("BAYSTAR INTERNATIONAL"; collectively, with BayStar Capital,

the "INVESTORS").



                             PRELIMINARY STATEMENTS



                  A. The Company and the Noteholders are parties to an Exchange

  Agreement, dated as of October 5, 1998 (the "EXCHANGE AGREEMENT"), pursuant to

  which, among other things, the Noteholders acquired 7% convertible senior

  subordinated promissory notes due 2001 of the Company (the "EXISTING NOTES")

  by exchanging shares of the Company's Series B Preferred Stock. In connection

  with the Exchange Agreement, the Company and the Noteholders also entered into

  a Registration Rights Agreement, dated as of October 5, 1998 (the "1998

  REGISTRATION RIGHTS AGREEMENT").



                  B. Concurrently herewith, the Noteholders shall surrender

  their Existing Notes to the Company and the Company shall issue amended and

  restated notes (the "AMENDED NOTES") to the Noteholders, which shall contain

  substantially the same terms and provisions as the Notes, except that the

  Amended Notes (i) shall be subject to conversion by the Company into shares of

  common stock, par value $.005, of the Company (the "COMMON STOCK") at

  maturity, (ii) may be converted by the Company in the event that the average

  price of the Common Stock exceeds $2.50 per share for twenty (20) consecutive

  trading days and (iii) shall accrue interest at the rate of 4% per annum.



                  C. The Company and the Investors are parties to a Securities

  Purchase Agreement, dated as of November 14, 2000 (the "PURCHASE AGREEMENT"),

  pursuant to which the Investors acquired 1,218,584 shares of Common Stock,

  warrants to purchase 609,291 shares of Common Stock (the "WARRANTS"), and

  warrants to purchase an additional 609,291 shares (the "ADDITIONAL WARRANTS").

  In connection with the Purchase Agreement, the Company and the Investors also

  entered into a Registration Rights Agreement, dated as of November 14, 2000

  (the "2000 REGISTRATION RIGHTS AGREEMENT").



                  D. Concurrently herewith, the Purchase Agreement shall be

  amended by the Company and the Investors to delete the provisions with respect

  to the issuance of "Additional Shares" (as defined in the Purchase Agreement).

  The Warrants shall be amended and restated to provide for a fixed exercise

  price of $1.64125 per share (the "AMENDED WARRANTS") and to delete the

  provisions providing for a reset of the exercise price and the Additional

  Warrants shall be surrendered to the Company by the Investors and cancelled.



                  E. Concurrently herewith, the Investors shall receive 350,043

  additional shares of Common Stock, without payment of any additional

  consideration, which shall have

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  the effect of reducing the purchase price of the shares purchased under the

  Purchase Agreement from $1.64125 per share to $1.275 per share.



                  F. Due to the review by the Securities and Exchange Commission

  (the "SEC") of the Company's registration statement on Form S-3 covering the

  Investors' shares acquired under the Purchase Agreement, the Company and the

  Investors shall amend the Registration Rights Agreement to increase the period

  to 120 days from 90 days for the Company to have the such registration

  statement declared effective by the SEC.



                  G. Concurrently herewith, the Company and Stanley B. Kinsey

  shall amend his existing employment agreement to provide for a one-year

  extension.



                  NOW, THEREFORE, in consideration of the foregoing, and for

other good and valuable consideration, the receipt and adequacy of which are

hereby acknowledged, the parties hereto hereby agree as follows:



SECTION 1.        AGREEMENTS.



                  (a) Amended and Restated Notes. On the date hereof, each

Noteholder shall surrender its Existing Note to the Company in exchange for an



Amended Note with a principal amount equal to such Existing Note. Each Amended

Note shall be substantially in the form of Exhibit A hereto, with appropriate

insertions. Each Amended Note shall be deemed to be an Existing Note for

purposes of the Exchange Agreement and the 1998 Registration Rights Agreement.



                  (b) Amendment of Purchase Agreement. On the date hereof, the

Company and the Investors shall execute and deliver to each other an amendment

to the Purchase Agreement in the form of Exhibit B.



                  (c) Amendment and Restatement of Warrants. On the date hereof,

the Investors shall return the Warrants to the Company in exchange for the

amended and restated common stock purchase warrants substantially in the form of

Exhibit C hereto.



                  (d) Termination of Additional Warrants. On the date hereof,

the Investors shall surrender the Additional Warrants to the Company and such

Additional Warrants shall be cancelled by the Company.



                  (e) Issuance of Additional Shares. On the date hereof, the

Investors shall be entitled to an aggregate 350,043 shares of Common Stock (as

further specified in the Schedule attached hereto). Upon completion of the

proceedings contemplated by this Section, the Company shall direct and cause its

transfer agent to issue and deliver a stock certificate to each Investor

representing such number of Common Shares which such Investor is then acquiring,

duly executed on behalf of the Company and registered in the name of such

Investor or its designee.



                  (f) Amendment of 2000 Registration Rights Agreement. Section

2(a) and Section 3(a) of the 2000 Registration Rights Agreement are hereby

amended by deleting the reference to "ninety (90) days" contained therein with

respect to the scheduled effectiveness date





                                       2

{PAGE}   3

of the registration statement on Form S-3 and substituting "one-hundred twenty

(120) days" therefore.



                  (g) Extension of Employment Agreement with Stanley B. Kinsey.

On the date hereof, the Company shall enter into a one-year extension of the

existing employment agreement (the "KINSEY AMENDMENT") with Stanley B. Kinsey,

president and chief executive officer of the Company, on terms and conditions

mutually acceptable to the Company, Mr. Kinsey, and the Noteholders and the

Investors.



SECTION 2.        REPRESENTATIONS AND WARRANTIES



                  (a) Mutual Representations and Warranties. Each party hereto

represents and warrants to the other parties that the following statements are

true, correct and complete:



                           (i) Power and Authority. Each party has all requisite

         corporate power and authority to enter into this Agreement and to carry

         out the transactions contemplated by, and perform its obligations

         under, this Agreement.



                           (ii) Authorization of Agreement. The execution and

         delivery of this Agreement have been duly authorized by all necessary

         corporate action on the part of each party. The performance of this

         Agreement has been duly authorized by all necessary corporate action on

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