NTN COMMUNICATIONS INC
SUBSCRIPTION AGREEMENT-BENNETT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exhibit_101.txt
<DESCRIPTION>SUBSCRIPTION AGREEMENT-BENNETT
<TEXT>
                            NTN COMMUNICATIONS, INC.

                             SUBSCRIPTION AGREEMENT

JANUARY 13, 2003

TO EACH OF THE SUBSCRIBERS
WHO ARE SIGNATORIES HERETO

Ladies and Gentlemen:

      NTN Communications,  Inc., a Delaware corporation (the "COMPANY"),  hereby
agrees with each of you as follows:

1.    AUTHORIZATION OF SALE OF THE SECURITIES

      The Company has authorized the sale and issuance of up to 1,000,000  units
(the "UNITS";  each Unit consisting of one share of the Company's  common stock,
par value  $0.005,  and  one-half  of a  warrant  to  purchase  one share of the
Company's  common  stock) as described  in the  Confidential  Private  Placement
Memorandum dated June 2002 (including all attachments  thereto and incorporating
all  SEC  filings  described  in  Section  4.3  since  the  date  thereof,   the
"MEMORANDUM")  and subsequent short form term sheet dated December 26, 2002. The
shares of the Company's  common stock sold hereunder shall be referred to herein
as the  "SHARES," the Company's  warrants  sold  hereunder  shall be referred to
herein  as the  "WARRANTS,"  and  the  shares  of  the  Company's  common  stock
underlying the Warrants  shall be referred to herein as the "WARRANT  SHARES." A
form of the Warrant is attached as APPENDIX I hereto.

2.    AGREEMENT TO SELL AND PURCHASE THE UNITS

      2.1 SALE OF UNITS.  Subject  to the terms of this  Subscription  Agreement
(this  "AGREEMENT"),  at the Closing (as  defined in Section  3.1  hereof),  the
Company agrees to sell to each purchaser of Units who has executed a counterpart
execution page to this Agreement  (each an  "SUBSCRIBER"),  and each  Subscriber
agrees to purchase  from the Company,  the  aggregate  number of Units set forth
above such Subscriber's signature on the counterpart execution page hereof, at a
purchase price per Unit equal to $1.00.

      2.2 SEPARATE AGREEMENT.  Each Subscriber shall severally, and not jointly,
be  liable  for  only  the  purchase  of  the  Units  that  appears  above  such
Subscriber's  signature  and that  relates  to such  Subscriber.  The  Company's
agreement with each Subscriber is a separate agreement, and the sale of Units to
each Subscriber is a separate sale. The obligations of each Subscriber hereunder
are  expressly  not  conditioned  on the  purchase  by  any or all of the  other
Subscribers of the Units such other Subscribers have agreed to purchase.

      2.3 ACCEPTANCE OF PROPOSED PURCHASE OF UNITS. Each Subscriber  understands
and agrees that the Company, in its sole discretion, reserve the right to accept
or reject,  in whole or in


<PAGE>

part,  any  proposed  purchase of Units.  The Company  shall have no  obligation
hereunder  with respect to any  Subscriber  until the Company  shall execute and
deliver to such Subscriber an executed copy of this Agreement. If this Agreement
is not executed and delivered by the Company or the offering is terminated, this
Agreement shall be of no further force and effect.

3.    CLOSING AND DELIVERY

      3.1 CLOSING. The closing of the purchase and sale of the Units pursuant to
this Agreement (the  "CLOSING")  shall be held as soon as practicable  after the
satisfaction or waiver of all other  conditions to Closing set forth in Sections
6 and 7 hereof,  at the offices of  O'Melveny & Myers LLP,  located at 400 South
Hope Street, Los Angeles,  California, or on such other date and place as may be
agreed  to by the  Company  and the  Subscribers.  Prior  to the  Closing,  each
Subscriber shall execute any related  agreements or other documents  required to
be executed hereunder.

      3.2  DELIVERY OF THE  CERTIFICATES  AND  WARRANTS AT THE  CLOSING.  At the
Closing,  the Company shall deliver to each Subscriber  stock  certificates  and
warrants  registered in the name of such Subscriber,  or in such nominee name as
designated by such  Subscriber,  representing  the Units to be purchased by such
Subscriber  at the Closing as set forth in the Schedule of  Subscribers  against
payment  of the  purchase  price  for such  Units.  The name in which  the stock
certificates  are  to be  issued  to  each  Subscriber  are  set  forth  in  the
Subscriber's counterpart execution page hereto, as completed by each Subscriber.

      3.3 PAYMENT OF PURCHASE PRICE. At the Closing,  each Subscriber shall make
payment of the  purchase  price for the Units  purchased by such  Subscriber  by
check  payable to the Company or wire  transfer to an account  specified  by the
Company.

4     REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

      The Company  hereby  represents and warrants as of the date hereof to, and
covenants with, the Subscribers as follows:

      4.1  ORGANIZATION;   STANDING;  PERMITS.  The  Company  and  each  of  its
subsidiaries is duly  incorporated and validly existing as a corporation in good
standing  under  the laws of the  jurisdiction  of its  incorporation  with full
corporate power and corporate authority to own, lease and operate its properties
and conduct its current business as described in the Memorandum; the Company and
each  of  its  subsidiaries  is  duly  qualified  to do  business  as a  foreign
corporation and in good standing in each  jurisdiction in which the ownership or
leasing  of  its  properties  or  the  conduct  of its  business  requires  such
qualification,  except  where  the  failure  to be so  qualified  or be in  good
standing  is not  reasonably  likely to have a  material  adverse  effect on the
condition (financial or otherwise),  operations,  business or business prospects
of the Company and each of its subsidiaries  (hereinafter,  a "MATERIAL  ADVERSE
EFFECT");  no proceeding has been instituted in any such jurisdiction  revoking,
limiting or curtailing,  or seeking to revoke, limit or curtail,  such power and
authority or qualification;  except as described in the Memorandum,  the Company
and each of its  subsidiaries  is in  possession  of and operating in compliance
with all authorizations,  licenses,  certificates,  consents, orders and permits
from federal, state and other regulatory authorities except where the failure to
possess or be in compliance  with any of the foregoing is


                                       2
<PAGE>

not reasonably likely to have a Material Adverse Effect,  all of which are valid
and in full force and effect.

      4.2 CORPORATE POWER; AUTHORIZATION; COMPLIANCE WITH OTHER INSTRUMENTS. The
Company has full legal right,  power and authority to enter into this  Agreement
and to perform the transactions  contemplated hereby and thereby. This Agreement
has been duly  authorized,  executed and delivered by the Company and,  assuming
due authorization,  execution and delivery by each of the other parties thereto,
is a valid and binding  agreement  on the part of the  Company,  enforceable  in
accordance with their terms, except as may be limited by applicable  bankruptcy,
insolvency,  reorganization,  moratorium  or other  similar laws  relating to or
affecting  creditors' rights generally or by general equitable  principles.  The
making,  execution  and  performance  of this  Agreement  by the Company and the
consummation  of the  transactions  herein  and  therein  contemplated  will not
conflict  with or  result  in a breach  or  violation  of any of the  terms  and
provisions of, or constitute a default under, (i) any bond,  debenture,  note or
other  evidence  of  indebtedness,  or under  any  lease,  contract,  indenture,
mortgage,  deed of trust,  loan  agreement,  joint venture or other agreement or
instrument  to which the  Company is a party or by which its  properties  may be
bound,  (ii) the certificates of incorporation or bylaws of the Company or (iii)
any law, order, rule, regulation,  writ,  injunction,  judgment or decree of any
court, administrative agency, regulatory body, government or governmental agency
or body,  domestic  or  foreign,  having  jurisdiction  over the  Company or its
properties,  except for any conflict,  breach, violation or default which is not
reasonably likely to have a Material Adverse Effect.

      4.3 SEC FILINGS;  MEMORANDUM;  FINANCIAL  STATEMENTS.  The Company has not
distributed  any offering  material in connection with the offering of the Units
other  than the  Memorandum.  The  Company  has  filed in a  timely  manner  all
documents that the Company was required to file with the Securities and Exchange
Commission ("SEC") under Sections 13, 14(a) and 15(d) of the Securities Exchange
Act of 1934,  as amended  (the  "EXCHANGE  ACT"),  during the twelve (12) months
preceding the date of this Agreement.  As of their respective  filing dates (or,
if amended,  when  amended),  the  documents  filed by the Company  with the SEC
referenced in the Memorandum complied with the requirements of the Exchange Act.
The Company satisfies the registrant  requirements for the use of Form S-3 under
the Securities Act of 1933, as amended (the  "SECURITIES  ACT").  The Memorandum
did not  contain  any  untrue  statement  of a  material  fact or omit to  state
material facts required to be stated therein or necessary to make the statements
made  therein,  in light of the  circumstances  under which they were made,  not
misleading. The consolidated financial statements of the Company included in the
documents  filed by the Company with the SEC and  referenced  in the  Memorandum
(the "FINANCIAL  STATEMENTS") comply in all respects with applicable  accounting
requirements  and with  the  published  rules  and  regulations  of the SEC with
respect thereto.  The Financial Statements have been prepared in accordance with
generally  accepted  accounting  principles  consistently  applied  ("GAAP") and
fairly  present the  financial  position of the Company at the dates thereof and
the  results  of its  operations  and cash  flows  for the  periods  then  ended
(subject, in the case of unaudited statements,  to normal, recurring adjustments
and the absence of complete footnotes). Except as and to the extent reflected in
the  Financial  Statements,  the  Company  did not  have,  as of the date of the
Financial Statements,  any liabilities or obligations (other than obligations of
continued  performance  under contracts and other  commitments and  arrangements
entered into in the ordinary  course of business)  which GAAP would  require the
Company to reflect in the Financial Statements. Except as otherwise disclosed in
the  Memorandum,  there have not been


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<PAGE>

any changes in the assets, liabilities, financial condition or operations of the
Company from that reflected in the Financial  Statements,  except changes in the
ordinary course of business that have not had a Material Adverse Effect.

      4.4 PROPERTIES. Except as set forth in the Memorandum, (i) the Company has
good title to all properties and assets  described in the Memorandum as owned by
it, free and clear of any pledge, lien, security interest, encumbrance, claim or
equitable interest, other than as would not have a Material Adverse Effect, (ii)
the  agreements to which the Company is a party  described in the Memorandum are
valid agreements,  enforceable by the Company, except as the enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization,  moratorium
or other similar laws relating to or affecting creditors' rights generally or by
general  equitable  principles  and,  to  the  Company's  knowledge,  the  other
contracting  party or parties  thereto  are not in  material  breach or material
default  under  any of such  agreements,  and (iii)  the  Company  has valid and
enforceable  leases for all properties  described in the Memorandum as leased by
it, except as the enforcement  thereof may be limited by applicable  bankruptcy,
insolvency,  reorganization,  moratorium  or other  similar laws  relating to or
affecting creditors' rights generally or by general equitable principles. Except
as set forth in the  Memorandum,  the Company owns or leases all such properties
as are necessary to its operations as now conducted.

      4.5 CAPITALIZATION. All outstanding shares of capital stock of the Company
have  been  duly   authorized   and  validly  issued  and  are  fully  paid  and
nonassessable,  have been issued in compliance  with all applicable  federal and
state  securities  laws,  were not  issued in  violation  of or  subject  to any
preemptive rights or other rights to subscribe for or purchase  securities.  The
Shares and Warrant Shares have been duly authorized for issuance and sale to the
Subscribers  pursuant to this  Agreement,  and, when issued and delivered by the
Company against payment therefor in accordance with the terms of this Agreement,
will be duly and validly  issued and fully paid and  nonassessable,  and will be
sold free and clear of any pledge, lien, security interest,  encumbrance,  claim
or equitable  interest.  Except as disclosed in the  Memorandum,  no  preemptive
right,  co-sale  right,  registration  right,  right of first  refusal  or other
similar  right of  shareholders  exists  with  respect  to any of the  Shares or
Warrant  Shares or the issuance and sale thereof other than those that have been
satisfied  or  expressly  waived  prior to the date  hereof  and those that will
automatically  expire  upon  and  will  not  apply  to the  consummation  of the
transactions  contemplated  on or before the  Closing.  No further  approval  or
authorization  of any  shareholder  or the Board of  Directors of the Company is
required for the issuance and sale or transfer of the Shares or Warrant  Shares.
Except as disclosed in the  Memorandum  and the  Financial  Statements,  and the
related notes thereto included in the Memorandum,  and subject to the applicable
anti-dilution provisions of securities described in the Memorandum,  the Company
have no  outstanding  options to  purchase,  or any  preemptive  rights or other
rights  to  subscribe  for  or  to  purchase,   any  securities  or  obligations
convertible  into, or any contracts or commitments  to issue or sell,  shares of
its  capital  stock or any  such  options,  rights,  convertible  securities  or
obligations.

      4.6  LITIGATION.  There is not  pending  or, to the  Company's  knowledge,
threatened,  any action, suit, claim or proceeding against the Company or any of
its  respective  officers,  properties,  assets  or  rights  before  any  court,
administrative  agency,  regulatory body,  government or governmental  agency or
body,  domestic or foreign,  having  jurisdiction over the Company or any of its
respective  officers,  properties,  or otherwise which (i) is reasonably likely,
individually

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<PAGE>

or in the aggregate,  to have a Material Adverse Effect or is reasonably  likely
to materially and adversely affect the Company's properties, assets or rights or
(ii)  is  reasonably   likely  to  prevent   consummation  of  the  transactions
contemplated  hereby and is not so  disclosed  in the  Memorandum.  Neither  the
Company nor any of its  subsidiaries  is a party or subject to the provisions of
any  injunction,  judgment,  decree  or order  of any  court,  regulatory  body,
administrative  agency,  government or  governmental  agency or body domestic or
foreign,  that could  reasonably be expected to have a Material  Adverse Effect.
The Company and each of its  subsidiaries  has conducted  and is conducting  its
business in compliance  with all applicable  federal,  state,  local and foreign
statutes,  laws, rules,  regulations,  ordinances,  codes,  decisions,  decrees,
directives and orders, except where the failure to do so would not reasonably be
likely, singly or in the aggregate, to have a Material Adverse Effect.

      4.7 LISTED  SHARES.  The Shares  are, or will be,  registered  pursuant to
Section 12(b) of the Securities  Exchange Act of 1934, as amended (the "EXCHANGE
ACT"),  and approved for  quotation on the  American  Stock  Exchange  ("AMEX").
Except as disclosed in the Memorandum,  the Company has taken no action designed
to, or likely to have the effect of,  terminating the registration of its common
stock under the Exchange Act or delisting its common stock from the AMEX.

      4.8 INTELLECTUAL PROPERTY. The Company owns or possesses rights to use all
patents, patent rights, inventions,  trademarks,  service marks, trade names and
copyrights  and  possesses  all of the  trade  secrets  and  know-how  which are
material and necessary to conduct its business as now conducted and as described
in the Memorandum.  Except as disclosed in the  Memorandum,  the Company has not
received  any  written  notice  of,  nor has it any  actual  knowledge  of,  any
infringement  of or conflict with asserted  rights of the Company by others with
respect to any patent,  patent  rights,  inventions,  trade  secrets,  know-how,
trademarks,  service marks, trade names or copyrights that are reasonably likely
to have a Material  Adverse  Effect that would prevent the Company from carrying
out its business substantially as described in the Memorandum.

      4.9 NO CHANGE.  Subsequent to the respective dates as of which information
is given in the Memorandum,  there has not been (i) any material  adverse change
in the condition  (financial or otherwise),  earnings,  operations,  business or
business prospects of the Company (not including reductions in the cash position
of the Company in the ordinary  course  consistent with past practices since the
date of the  Memorandum),  (ii) any transaction that is material to the Company,
(iii) any  obligation,  direct or  contingent,  incurred by the Company,  except
obligations incurred in the ordinary course of business,  (iv) any change in the
capital stock or outstanding  indebtedness of the Company, except the incurrence
of trade debt and obligations  incurred in the ordinary  course  consistent with
past practices,  (v) any dividend or distribution of any kind declared,  paid or
made on the  capital  stock of the  Company,  (vi) any default in the payment of
principal of or interest on any outstanding debt obligations,  or (vii) any loss
or damage (whether or not insured) to the property of the Company which has been
sustained or will have been sustained which has a Material Adverse Effect.

      4.10 NO DEFAULTS.  The Company is not (a) in violation of its  certificate
of  incorporation  or bylaws or (b) in default  (upon notice or lapse of time or
both) in the performance or observance of any obligation, agreement, covenant or
condition  contained  in  any


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<PAGE>

bond,  debenture,  note or other  evidence  of  indebtedness,  or in any  lease,
contract,  indenture,  mortgage, deed of trust, loan agreement, joint venture or
other  agreement or instrument to which it is a party or by which its properties
may be bound, or (c) in violation of any law,  order,  rule,  regulation,  writ,
injunction,  judgment or decree of any court,  government or governmental agency
or body,  domestic  or  foreign,  having  jurisdiction  over the  Company or its
properties  except in the case of (b) or (c) for any  default or  violation  not
reasonably likely to have a Material Adverse Effect.

      4.11 GOVERNMENTAL CONSENTS. No consent,  approval,  order or authorization
of, or registration, qualification, designation, declaration or filing with, any
federal,  state or local  governmental  authority  on the part of the Company is
required in connection with the consummation of the transactions contemplated by
this  Agreement  (the  "CONSENTS"),  except for (a) such Consents  which are not
material, (b) compliance with the securities and Blue Sky laws in the states and
other  jurisdictions  in which Units are offered and/or sold,  which  compliance
will be effected in accordance with such laws and (c) such Consents  required by
the AMEX and the SEC.  To the  knowledge  of the  Company,  the  Company and its
subsidiaries are conducting business in compliance in all material respects with
all applicable laws,  rules and regulations of the  jurisdictions in which it is
conducting business, including but not limited to, all applicable federal, state
and local  environmental laws and regulations,  except for any failure to comply
which is not reasonably likely to have a Material Adverse Effect.

4.12  LABOR; EMPLOYEES.

            (A) No labor  disturbance  by the  employees  of the  Company or its
subsidiaries exists or, to the Company's knowledge,  is imminent. The Company is
not aware of any existing or imminent labor  disturbance by the employees of any
of its principal suppliers, subcontractors,  authorized dealers or international
distributors  that is reasonably  likely to result in a Material Adverse Effect.
No collective  bargaining  agreement exists with any employees of the Company or
its subsidiaries and, to the Company's knowledge, no such agreement is imminent.

            (B) If any employee of the Company or its  subsidiaries  has entered
into any  non-competition,  non-disclosure,  confidentiality  or  other  similar
agreement with any party other than the Company or its subsidiaries of which the
Company  is aware,  to the  Company's  knowledge,  such  employee  is neither in
violation  thereof nor is expected to be in violation thereof as a result of the
business  conducted  or  expected  to  be  conducted  by  the  Company  and  its
subsidiaries as described in the Memorandum or such person's  performance of his
or her obligations to the Company and its subsidiaries.

      4.13  TAXES.  The  Company  and its  subsidiaries  have  timely  filed all
necessary  federal,  state and foreign income and franchise tax returns and have
paid all taxes shown  thereon as due,  and there is no tax  deficiency  that has
been or, to the Company's knowledge,  that might be asserted against the Company
or its subsidiaries that is reasonably likely to have a Material Adverse Effect.
All tax liabilities  are adequately  provided for on the books of the Company in
accordance with generally accepted accounting principles.

      4.14 INSURANCE. The Company maintain insurance with insurers of recognized
financial  responsibility  of the  types  and in the  amounts  generally  deemed
prudent for its business


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<PAGE>

and  consistent  with  insurance  coverage  maintained  by similar  companies in
similar businesses,  including,  but not limited to, insurance covering real and
personal  property  owned or leased by the Company or its  subsidiaries  against
theft, damage,  destruction,  acts of vandalism,  products liability, errors and
omissions,  and all  other  risks  customarily  insured  against,  all of  which
insurance is in full force and effect.

      4.15  OFFERING.  Subject  in  part  to  the  truth  and  accuracy  of  the
representations and warranties of each Subscriber set forth in Section 5 of this
Subscription   Agreement,   the  offer,  sale  and  issuance  of  the  Units  as
contemplated  by the  Subscription  Agreement  are exempt from the  registration
requirements of any applicable  state and federal  securities  laws, and neither
the Company nor any authorized  agent acting on its behalf shall take any action
hereafter that would cause the loss of such exemption.

      4.16  ENVIRONMENTAL  MATTERS.  (i) The Company is in  compliance  with all
rules, laws and regulations relating to the use, treatment, storage and disposal
of toxic substances and protection of health or the environment  ("ENVIRONMENTAL
LAWS") which are applicable to its business,  except where the failure to comply
would not  reasonably  be likely to have a  Material  Adverse  Effect,  (ii) the
Company has not received any written notice from any  governmental  authority or
third party of an asserted claim under  Environmental Laws, which claim would be
required to be disclosed in its filings with SEC under the Exchange  Act,  (iii)
to the  Company's  knowledge,  the  Company  will not be required to make future
material  capital  expenditures  to comply with  Environmental  Laws and (iv) no
property which is, or has been, owned, leased or occupied by the Company has, to
the Company's  knowledge,  been  designated as a Superfund  site pursuant to the
Comprehensive Response,  Compensation, and Liability Act of 1980, as amended, or
otherwise designated as a contaminated site under applicable state or local law.

      4.17  RESERVATION  OF WARRANT  SHARES.  The Company  shall take all action
necessary  to at all times have  authorized,  and  reserved  for the  purpose of
issuance,  the number of shares of common  stock  necessary  to provide  for the
issuance of the Warrant Shares.

5.    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBERS

      5.1  INVESTMENT  REPRESENTATIONS.   Each  Subscriber,  severally  and  not
jointly, represents and warrants to and covenants with the Company that:

            (A) The Subscriber is  knowledgeable,  sophisticated and experienced
in making,  and is qualified to make,  decisions  with respect to investments in
shares  presenting an investment  decision like that involved in the purchase of
the Units,  including  investments in securities issued by the Company,  and has
requested,  received,  reviewed and considered all information  Subscriber deems
relevant  (including the Memorandum and the documents  filed by the Company with
the SEC) in making an informed  decision to purchase the Units.  The  Subscriber
further  represents  that it has had an opportunity to ask questions and receive
answers from the Company  regarding the terms and  conditions of the offering of
the Units and the business, properties, prospects and financial condition of the
Company and its subsidiaries.

            (B) The Subscriber is purchasing the Units in the ordinary course of
its  business  for its own  account  for  investment  only and  with no  present
intention of distributing the


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<PAGE>

Units or any arrangement or understanding  with any other persons  regarding the
distribution of the Units.

            (C) The Subscriber shall not, directly or indirectly,  offer,  sell,
pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase
or  otherwise  acquire  or take a  pledge  of) any of the  securities  purchased
hereunder  except in compliance  with the Securities  Act,  applicable  Blue Sky
laws, and the rules and regulations promulgated thereunder.  The Subscriber also
understands  that there is no assurance  that any  exemption  from  registration
under the  Securities  Act and  applicable  Blue Sky laws will be available  and
that, even if available, such exemption may not allow the Subscriber to transfer
all or any portion of the securities under the circumstances,  in the amounts or
at the times the Subscriber might propose.

            (D) The  Subscriber  has  completed  or caused to be  completed  the
information  requested on the  Subscriber's  counterpart  execution page and the
Subscriber  Questionnaire  attached as APPENDIX II, and the answers  thereto are
true and  correct as of the date  hereof and will be true and  correct as of the
effective date of the Registration  Statement (provided that Subscriber shall be
entitled to update such  information by providing  notice thereof to the Company
prior to the effective date of such Registration Statement).

            (E) The Subscriber  has, in connection with its decision to purchase
the Units,  relied with  respect to the Company and its affairs  solely upon the
Memorandum  and the  representations  and  warranties  of the Company  contained
herein.

            (F) The Subscriber is an "accredited investor" within the meaning of
Rule 501 of Regulation D promulgated under the Securities Act.

            (G) The Subscriber has full right, power,  authority and capacity to
enter into this Agreement and to perform the  transactions  contemplated  hereby
and thereby. This Agreement has been duly authorized,  executed and delivered by
the Subscriber.  Assuming due  authorization,  execution and delivery by each of
the other  parties  hereto and  thereto,  this  Agreement is a valid and binding
obligation of the Subscriber, enforceable in accordance with their terms.

      5.2 ABILITY TO BEAR RISK. The Subscriber is able to bear the economic risk
of  holding  the  Units  for  an  indefinite  period,   including  the  loss  of
Subscriber's  entire  investment.  The  Units  were not  offered  or sold to the
Subscriber by any form of general solicitation or advertising.  If other than an
individual,  the  Subscriber  also  represents it has not been organized for the
purpose of acquiring the Units.

      5.3  INDEPENDENT  ADVICE.  Subscriber  understands  that  nothing  in  the
Memorandum,  this  Agreement or any other  materials  presented to Subscriber in
connection  with the purchase and sale of the Units  constitutes  legal,  tax or
investment  advice and that no independent legal counsel retained by the Company
has reviewed these  documents and materials on Subscriber's  behalf.  Subscriber
has  consulted  such  legal,  tax and  investment  advisors  as it,  in its sole
discretion,  has deemed necessary or appropriate in connection with its purchase
of the Units.

      5.4 NO TRANSFERABILITY. Subscriber understands that: (a) the Units and the
underlying  shares of common stock shall not be  transferable  in the absence of
registration  under


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<PAGE>

the Securities Act and applicable Blue Sky laws or an exemption  therefrom or in
the absence of compliance with any term of this Agreement; (b) the Company shall
provide stop  transfer  instructions  to its transfer  agent with respect to the
Shares and the Warrant Shares in order to enforce the restrictions  contained in
this  Section  5.4;  and (c) each  certificate  representing  Shares and Warrant
Shares  shall be in the name of  Subscriber  and shall  bear  substantially  the
following  legends  (in  addition  to  any  legends  required  under  applicable
securities laws):

      "THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
      REGISTERED   UNDER  THE   SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE
      "SECURITIES ACT"), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS
      OF ANY  JURISDICTION,  AND MAY ONLY BE SOLD,  PLEDGED,  TRANSFERRED  OR
      OTHERWISE DISPOSED OF BY AN SUBSCRIBER IF SUBSEQUENTLY REGISTERED UNDER
      THE  SECURITIES  ACT AND  REGISTERED OR QUALIFIED  UNDER ANY APPLICABLE
      STATE SECURITIES  LAWS,  UNLESS  EXEMPTIONS FROM SUCH  REGISTRATION AND
      QUALIFICATION REQUIREMENTS ARE AVAILABLE."

The legend contained in this Section 5.4 may be removed from a stock certificate
representing the Shares immediately upon receipt by the Company's transfer agent
of a certificate  substantially  in the form of APPENDIX III attached hereto and
such other documentation as the transfer agent may routinely require, including,
but not limited to, an opinion of counsel.  Notwithstanding the foregoing,  such
Shares and Warrant  Shares must be held in  certificated  form until such shares
have been sold in  accordance  with the  provisions  of  APPENDIX  III  attached
hereto.

      5.5 RESIDENCE.  If the  Subscriber is an  individual,  then the Subscriber
resides in the state  identified in the address of the  Subscriber  set forth on
the signature  page; if the  Subscriber is a partnership,  corporation,  limited
liability  company or other entity,  then the office or offices of Subscriber in
which its investment decision was made is located at the address or addresses of
the Subscriber set forth on the signature page.

6.    CONDITIONS TO COMPANY'S OBLIGATIONS AT THE CLOSING

      The Company's  obligations  to complete the sale and issuance of the Units
and to  deliver  Units to each  Subscriber,  individually,  as set  forth in the
Schedule of  Subscribers  shall be subject to the following  conditions  (to the
extent not waived by the Company):

      6.1 REPRESENTATIONS AND WARRANTIES;  PERFORMANCE.  The representations and
warranties made by such Subscriber in Section 5 hereof shall be true and correct
when made, and shall be true and correct on the Closing.  The  Subscriber  shall
have performed and complied in all material respects with all of its obligations
under this  Agreement  which are to be performed or complied with on or prior to
the Closing.

      6.2 DELIVERY OF PURCHASE  PRICE.  The  purchase  price for the Units being
purchased shall have been delivered by all of the Subscribers.


                                       9
<PAGE>

      6.3  CONSENTS.  The  Subscriber  shall have obtained any and all consents,
permits  and  waivers  necessary  or  appropriate  for the  consummation  of the
transactions  contemplated by this Agreement (except for such as may be properly
obtained subsequent to the Closing).

7.    CONDITIONS TO SUBSCRIBERS' OBLIGATIONS AT THE CLOSING

      Each  Subscriber's  obligation to accept  delivery of the Units and to pay
for the Units shall be subject to the  following  conditions  (to the extent not
waived by such Subscriber):

      7.1 REPRESENTATIONS AND WARRANTIES;  PERFORMANCE.  The representations and
warranties  made by the Company in Section 4 shall be true and correct when made
and as of the  Closing.  The Company  shall have  performed  and complied in all
material  respects with all of its obligations under this Agreement which are to
be performed or complied with on or prior to the Closing.

      7.2  CONSENTS.  The  Company  shall have  obtained  any and all  consents,
permits  and  waivers  necessary  or  appropriate  for the  consummation  of the
transactions  contemplated by this Agreement (except for such as may be properly
obtained subsequent to the Closing).

8.    REGISTRATION RIGHTS

      8.1  REGISTRATION  RIGHTS.  The  Company  agrees  to  file a  Registration
Statement with the SEC for the resale of the Shares underlying the Units as soon
as  reasonably  practicable  following  the  Closing,  but in no event more than
ninety (90) calendar days after the Closing.  Subject to the  provisions of this
Agreement,  the Company shall use reasonable efforts to effect such Registration
Statement with the SEC as promptly as shall be practicable.  For the purposes of
this Agreement: (A) "REGISTRABLE SHARES" means the Shares and the Warrant Shares
issued and acquired  pursuant to this Agreement (and including any shares issued
in  connection  with any  split or  dividend  in  respect  of any such  shares);
provided, however, that any such Share will cease to be a Registrable Share when
(1) a  Registration  Statement  covering a  Registrable  Share has been declared
effective  by the SEC and such  Share has been  disposed  of by the  Subscribers
pursuant to such effective Registration Statement,  (2) the Registrable Share is
transferred to another person,  (3) such share (after initial  issuance) is held
by the Company or otherwise  ceases to be outstanding,  or (4) such share may be
traded without restriction pursuant to paragraph (k) of Rule 144, if applicable;
and (B) "REGISTRATION  STATEMENT" means any registration statement or comparable
document  under the Securities Act through which a public sale or disposition of
the Registrable Shares may be registered,  including the prospectus,  amendments
and supplements to such registration  statement,  all exhibits, and all material
incorporated  by  reference  or deemed to be  incorporated  by reference in such
registration statement.

      8.2 SUSPENSION OF EFFECTIVENESS.  The Company's  obligations under Section
8.1 above shall not  restrict  its ability to suspend the  effectiveness  of, or
direct the Subscribers not to offer or sell securities  under,  any Registration
Statement,  at any time,  for such  reasonable  period of time which the Company
believes is  necessary  to prevent  the  premature  disclosure  of any events or
information  having a material effect on the Company.  In addition,  the Company
shall not be  required to keep any  Registration  Statement  effective,  or may,
without suspending such effectiveness, instruct the Subscribers not to sell such
securities, during any period during which


                                       10
<PAGE>

the Company is  instructed,  directed,  ordered or  otherwise  requested  by any
governmental  agency or  self-regulatory  organization  to stop or suspend  such
trading or sales.

      8.3  HOLDBACK  AGREEMENT.  In the  event  of any  filing  of a  prospectus
supplement or the  commencement  of an underwritten  public  distribution of the
Company's  common  stock  under  a  Registration   Statement,   whether  or  not
Registrable Shares are included,  the Subscribers agree not to effect any public
sale or  distribution  of the Shares or Warrant  Shares  (except as part of such
underwritten public distribution), including a sale pursuant to Rule 144 or Rule
144A under the Securities  Act,  during a period  designated by the Company in a
written notice duly given to the Subscribers,  which period shall commence up to
14 days  prior to the  effective  date of any  such  filing  of such  prospectus
supplement or the commencement of such underwritten  public distribution of such
common stock under a  Registration  Statement  and shall  continue for up to 134
consecutive days.

      8.4  REGISTRATION  PROCEDURES.  Except  as  otherwise  expressly  provided
herein,  in connection with any  registration of Registrable  Shares pursuant to
this Agreement, the Company shall:

            (A)  furnish  to the  Subscribers  such  number  of copies as may be
reasonably  requested  in  writing  by  the  Subscribers  of  such  Registration
Statement,  each  amendment  and  supplement  thereto  (including  copies of any
document to be  incorporated  by  reference  therein),  including  all  exhibits
thereto, the prospectus included in such Registration  Statement (including each
preliminary prospectus), and, promptly after the effectiveness of a Registration
Statement, the definitive final prospectus filed with the SEC;

            (B) notify the Subscribers,  at any time when a prospectus  relating
thereto is required to be delivered  under the Securities Act, of the occurrence
of any event as a result of which the prospectus  included in such  Registration
Statement  (including  any document to be  incorporated  by  reference  therein)
contains an untrue  statement of a material fact or omits any fact  necessary to
make  the  statements  therein  not  misleading  and,  at  the  request  of  the
Subscribers,  the  Company  shall  prepare a  supplement  or  amendment  to such
prospectus  so  that,  as  thereafter   delivered  to  the  purchasers  of  such
Registrable  Shares,  such prospectus will not contain an untrue  statement of a
material fact or omit to state any material  fact required to be stated  therein
or necessary to make the  statements  therein not  misleading  and promptly make
available to the Subscribers any such supplement or amendment;

            (C) notify the  Subscribers and the managing  underwriters,  if any,
promptly,  and (if requested by any such Person) confirm such advice in writing,
(i) when the Registration Statement, the prospectus or any prospectus supplement
or   post-effective   amendment  has  been  filed,  and,  with  respect  to  the
Registration Statement or any post-effective amendment, when the same has become
effective,  (ii) of the  issuance  by the SEC of any stop order  suspending  the
effectiveness  of a  Registration  Statement  or  of  any  order  preventing  or
suspending  the  use of any  preliminary  prospectus  or the  initiation  of any
proceedings  for that purpose and the Company shall  promptly use its reasonable
best  efforts  to  prevent  the  issuance  of any stop  order or to  obtain  its
withdrawal  if such stop order  should be issued and (iii) of the receipt by the
Company of any notification  with respect to the suspension of the qualification
or  exemption from


                                       11
<PAGE>

qualification of a Registration  Statement or any of the Registrable  Shares for
offer or sale in any  jurisdiction,  or the  initiation  or  threatening  of any
proceeding for such purpose.

      The Company may require  the  Subscribers  to furnish to the Company  such
information regarding themselves and the distribution of such Registrable Shares
as the  Company  may from time to time  reasonably  request in writing  and such
other   information  as  may  be  legally   required  in  connection  with  such
registration.  The Subscribers agree, by their acquisition of Registrable Shares
and their  acceptance  of the  benefits  provided  to it  hereunder,  to furnish
promptly to the Company all  information  required to be  disclosed  in order to
make  any  previously  furnished  information  not  materially  misleading.  All
Subscribers  proposing  to  distribute  their  Registrable  Shares  through such
underwriting  shall  (together  with the  Company)  enter  into an  underwriting
agreement in customary form with the underwriter or underwriters selected by the
Company  for  such  underwriting  and  shall  provide  to  such  underwriter  or
underwriters any opinions and certificates, and any indemnification with respect
to such Subscriber as reasonably required by such underwriter or underwriters.

      The Subscriber  agrees,  in connection with any disposition of Registrable
Shares, to comply with all applicable  prospectus  delivery  requirements of the
SEC. The  Subscribers  agree that upon receipt of any notice from the Company of
the happening of any event of the kind described  herein requiring the cessation
of the  distribution  of a prospectus or the  distribution  of a supplemented or
amended prospectus,  the Subscribers will forthwith  discontinue  disposition of
Registrable  Shares  pursuant  to  the  Registration   Statement  covering  such
Registrable  Shares  until  the  Subscribers'  receipt  of  the  copies  of  the
supplemented or amended prospectus  contemplated by this Agreement,  or until it
is  advised  in writing by the  Company  that the use of the  prospectus  may be
resumed, and, if so directed by the Company, the Subscribers will deliver to the
Company (at the Company's expense) all copies,  other than permanent file copies
then in the Subscribers' possession, of the prospectus covering such Registrable
Shares current at the time of receipt of such notice.

      8.5  REGISTRATION   EXPENSES.  All  expenses  incident  to  the  Company's
performance of or compliance  with the  registration  of shares pursuant to this
Subscription  Agreement,  including,  without  limitation,  all registration and
filing fees,  fees and expenses of compliance  with  securities or blue sky laws
(including  reasonable  fees and  disbursements  of counsel of the  Company  and
counsel for the underwriters in connection with "blue sky" qualifications of the
Registrable  Shares),  fees and expenses  associated with filings required to be
made with the National Association of Securities Dealers, Inc., and with listing
on any national securities exchange or exchanges in which listing may be sought,
printing expenses, messenger and delivery expenses, fees and expenses of counsel
for the Company and its independent  certified  public  accountants,  securities
acts liability  insurance (if the Company elects to obtain such insurance),  the
fees and expenses of any special  experts  retained by the Company in connection
with such  registration,  and fees and expenses of other persons retained by the
Company (all such expenses being herein called "REGISTRATION  EXPENSES") will be
borne by the  Company;  provided  that in no event shall  Registration  Expenses
payable by the Company include any (i) underwriting discounts,  commissions,  or
fees attributable to the sale of Registrable  Shares,  (ii) fees and expenses of
any  counsel,  accountants,  or  other  persons  retained  or  employed  by  the
Subscribers or underwriters, or (iii) transfer taxes, if any.


                                       12
<PAGE>

9.    ARBITRATION

      9.1  SCOPE.  Resolution  of  any  and  all  disputes  arising  from  or in
connection with the  Agreements,  whether based on contract,  tort,  common law,
equity,  statute,  regulation,   order  or  otherwise  ("DISPUTES"),   shall  be
exclusively  governed by and settled in accordance  with the  provisions of this
Section 9; provided,  that the foregoing  shall not preclude  equitable or other
judicial  relief to enforce the provisions  hereof or to preserve the status quo
pending resolution of Disputes hereunder.

      9.2 BINDING  ARBITRATION.  The parties hereby agree to submit all Disputes
to arbitration for final and binding resolution.  Either party may initiate such
arbitration by delivery of a demand therefor (the  "ARBITRATION  DEMAND") to the
other party. The arbitration shall be conducted in Los Angeles,  California by a
sole  arbitrator  selected  by  agreement  of the parties not later than 10 days
after delivery of the Arbitration Demand, or, failing such agreement,  appointed
pursuant  to  the  Commercial  Arbitration  Rules  of the  American  Arbitration
Association,  as amended from time to time (the "AAA RULES").  If the arbitrator
becomes  unable  to serve,  his  successor(s)  shall be  similarly  selected  or
appointed.

      9.3 PROCEDURE.  The arbitration shall be conducted pursuant to the Federal
Arbitration  Act and such procedures as the parties may agree or, in the absence
of or failing such  agreement,  pursuant to the AAA Rules.  Notwithstanding  the
foregoing,  (a) each party shall have the right to conduct limited  discovery of
information  relevant to the Dispute; (b) each party shall provide to the other,
reasonably  in  advance of any  hearing,  copies of all  documents  that a party
intends to present in such  hearing;  (c) all hearings  shall be conducted on an
expedited schedule;  and (d) all proceedings shall be confidential,  except that
either party may at its expense make a stenographic record thereof.

      9.4 TIMING. The arbitrator shall use best efforts to complete all hearings
not later than 90 days after his or her selection or appointment,  and shall use
best  efforts  to make a final  award not  later  than 30 days  thereafter.  The
arbitrator shall apportion all costs and expenses of the arbitration,  including
the  arbitrator's   fees  and  expenses,   and  fees  and  expenses  of  experts
("ARBITRATION  COSTS")  between the prevailing and  non-prevailing  party as the
arbitrator shall deem fair and reasonable.  In circumstances where a Dispute has
been  asserted  or  defended  against  on  grounds  that  the  arbitrator  deems
manifestly unreasonable, the arbitrator may assess all Arbitration Costs against
the  non-prevailing  party and may include in the award the  prevailing  party's
attorney's fees and expenses in connection  with any and all  proceedings  under
this Section 9.  Notwithstanding  the foregoing,  in no event may the arbitrator
award multiple or punitive damages.

10.   MISCELLANEOUS.

      10.1 WAIVERS AND  AMENDMENTS.  Neither this  Agreement  nor any  provision
hereof may be  changed,  waived,  discharged,  terminated,  modified  or amended
except  upon the  written  consent  of the  Company  and  holders  of at least a
majority  of  the  Units,  or,  in  the  case  of  non-material  or  ministerial
amendments, upon the written consent of the Company.

                                       13
<PAGE>

      10.2 HEADINGS. The headings of the various sections of this Agreement have
been inserted for  convenience  of reference  only and shall not be deemed to be
part of this Agreement.

      10.3  BROKER'S  FEE. The Company and each  Subscriber  (severally  and not
jointly)  hereby  represent  that there are no brokers  or finders  entitled  to
compensation in connection with the sale of the Units,  and shall indemnify each
other for any such fees for which they are responsible.

      10.4  SEVERABILITY.  In case any  provision  contained  in this  Agreement
should be  invalid,  illegal or  unenforceable  in any  respect,  the  validity,
legality and enforceability of the remaining  provisions  contained herein shall
not in any way be affected or impaired thereby.

      10.5 NOTICES.  All notices,  requests,  consents and other  communications
hereunder shall be in writing and shall be deemed  effectively  given:  (a) upon
personal  delivery  to the  party to be  notified,  (b) when  sent by  confirmed
facsimile if sent during normal business hours of the recipient; if not, then on
the next business day, (c) upon receipt when sent by  first-class  registered or
certified mail, return receipt requested,  postage prepaid,  or (d) upon receipt
after deposit with a nationally  recognized  overnight express courier,  postage
prepaid,  specifying next day delivery with written verification of receipt. All
communications  shall be sent to the party to be  notified at the address as set
forth  below or at such other  address as such party may  designate  by ten (10)
days  advance  written  notice  to the  Company.  All  communications  shall  be
addressed as follows:

            (A) if to the Company, to:

                  NTN COMMUNICATIONS, INC.
                  5966 La Place Court
                  Carlsbad, California  92008
                  Telephone:  (760) 438-7400
                  Facsimile:  (760) 930-1187
                  Attention:  Chief Executive Officer

            with a copy so mailed to:

                  O'MELVENY & MYERS LLP
                  400 South Hope Street
                  Los Angeles, California  90071
                  Telephone:  (213) 430-6000
                  Facsimile:  (213) 430-6407
                  Attention:  C. James Levin

            (B) if to  the  Subscribers,  at the  address  as set  forth  on the
signature page of this Agreement.

      10.6 GOVERNING  LAW. This Agreement  shall be governed by and construed in
accordance  with the laws of the State of  California  as applied  to  contracts
entered into and  performed  entirely in  California  by  California  residents,
without regard to conflicts of law principles.

                                       14
<PAGE>

      10.7  COUNTERPARTS.  This  Agreement  may  be  executed  in  two  or  more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument,  and shall become effective
when  one or more  counterparts  have  been  signed  by each  party  hereto  and
delivered to the other parties.

      10.8   SURVIVAL   OF    REPRESENTATIONS,    WARRANTIES   AND   AGREEMENTS.
Notwithstanding  any  investigation  made by any  party to this  Agreement,  all
covenants,  agreements,  representations  and warranties made by the Company and
each  Subscriber  herein and in the  certificates  for the securities  delivered
pursuant hereto shall survive the execution of this  Agreement,  the delivery to
the Subscribers of the Units and the payment therefor.

      10.9  SUCCESSORS  AND  ASSIGNS.  Except as  otherwise  expressly  provided
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon,  the  successors,  assigns,  heirs,  executors and  administrators  of the
parties  hereto.  Neither the terms  "successors"  nor  "assigns" as used herein
shall  include any entity or person who  purchases  Units,  Warrants,  Shares or
Warrant Shares from any Subscriber  after the Closing and is not an affiliate of
an Subscriber.

      10.10 ENTIRE  AGREEMENT.  This  Agreement  and other  documents  delivered
pursuant  hereto,  including  the  exhibits,  constitute  the  full  and  entire
understanding  and  agreement  between the parties  with regard to the  subjects
hereof and thereof.

      10.11  PAYMENT  OF  FEES  AND  EXPENSES.  Each  of  the  Company  and  the
Subscribers  shall bear its own expenses  and legal fees  incurred on its behalf
with respect to this  Subscription  Agreement and the transactions  contemplated
hereby;  provided,  however, that the Company shall bear the costs in connection
with the  Registration  Statement  as described in Section 8.5. If any action at
law or in  equity  is  necessary  to  enforce  or  interpret  the  terms of this
Agreement, the prevailing party shall be entitled to reasonable attorney's fees,
costs and necessary  disbursements in addition to any other relief to which such
party may be entitled.

      10.12  CONFIDENTIALITY.  Each Subscriber  acknowledges and agrees that any
information or data it has acquired from the Company and its  subsidiaries,  not
otherwise properly in the public domain,  was received in confidence.  Except to
the extent  authorized  by the Company and required by any federal or state law,
rule  or  regulation  or any  decision  or  order  of any  court  or  regulatory
authority,  the Subscriber  agrees that it will refrain from disclosing any such
information  to any  person  other than to any  agent,  attorneys,  accountants,
employees,  officers  and  directors  of the  Subscriber  who need to know  such
information in connection with the  Subscriber's  purchase of the Units, and who
agree to be bound by the  confidentiality  provisions of this Agreement.  In the
event that the  Subscriber  or its agents  are  required  by federal or state or
other  law,  rule or  regulation  or any  decision  or  order  of any  court  or
regulatory  authority  to release  such  information,  it shall give the Company
sufficient  prior notice so that the Company may seek a stay or other release or
waiver from disclosing such  information.  Each Subscriber  agrees not to use to
the detriment of the Company or its subsidiaries or for the benefit of any other
person or persons,  or misuse in any way, any  confidential  information  of the
Company or its subsidiaries.

      10.13 KNOWLEDGE.  The phrases  "knowledge," "to the Company's  knowledge,"
"to our knowledge," "of which the Company is aware" and similar language as used
herein shall mean


                                       15
<PAGE>

the actual  knowledge  and current  awareness,  or knowledge  which a reasonable
person would have acquired following a reasonable  investigation,  of Stanley B.
Kinsey,  James B. Frakes,  Mark DeGorter and Tyrone V. Lam;  PROVIDED,  HOWEVER,
that the term "actual  knowledge of the Company" shall mean the actual knowledge
and current awareness of Stanley B. Kinsey,  James B. Frakes,  Mark DeGorter and
Tyrone V. Lam.

      If this Agreement is  satisfactory  to you,  please so indicate by signing
the acceptance on a counterpart execution page to this Agreement and return such
counterpart to the Company.

                                      NTN COMMUNICATIONS, INC.,
                                      a Delaware corporation

                                      By:
                                      -----------------------------------------
                                      Name:
                                      Title:


                                       16
<PAGE>

                             SUBSCRIPTION AGREEMENT
                           COUNTERPART EXECUTION PAGE

By  signing  below,  the  undersigned  agrees to the  terms of the  Subscription
Agreement and to purchase the number of Units set forth below.

                                      Number of Units being purchased:

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


                                      SUBSCRIBER:

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


                                      By:----------------------------------

                                      Name:
                                      Title:

                                      Address:


                                      Facsimile:


PLEASE COMPLETE THE FOLLOWING:

1.    The exact name that your Units    -----------------------------------
      are to be registered in (this
      is the name that will appear on
      your stock  certificate(s) and
      warrant(s)).  You may use a
      nominee name if appropriate:

2.    The  relationship  between the    -----------------------------------
      purchaser of the Units and the
      Registered Holder listed in
      response to item 1 above:

3.    The mailing address and facsimile -----------------------------------
      number of the Registered Holder
      listed in response to item 1
      above (if different from above):  -----------------------------------

                                        Facsimile:
4.    (FOR U.S. SUBSCRIBERS:) The       -----------------------------------
      Social Security Number or Tax
      Identification Number of the
      Registered Holder listed in the
      response to item 1 above:

                            SUBSCRIPTION AGREEMENT
                                 SIGNATURE PAGE

<PAGE>
                                                                     APPENDIX I

                                 FORM OF WARRANT

                                       1
<PAGE>


                                                                    APPENDIX II

                            SUBSCRIBER QUESTIONNAIRE

                                       1
<PAGE>


                                                                   APPENDIX III

                            NTN COMMUNICATIONS, INC.

                 INVESTOR'S CERTIFICATE OF RESALE OF THE SHARES

      The  undersigned,  an  officer  of, or other  person  duly  authorized  by

________________________________________ hereby certifies that the undersigned
[FILL IN OFFICIAL NAME OF INSTITUTION

was the holder of the Shares evidenced by the attached stock certificate(s)

since such Shares were originally issued by the issuer of such Shares, and, as

the holder of such Shares, the undersigned sold__________________ of such
                                                    [NUMBER]

Shares on _________ in accordance with Registration Statement no. _____________,
           [DATE]
and the requirement of delivering a current prospectus has been complied with in

connection with the sale of such Shares.


------------------------------------------------------------
Name of Holder

By:
   ---------------------------------------------------------

Title:
      ------------------------------------------------------

                                       2
<PAGE>

</TEXT>
</DOCUMENT>
