FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “ Amendment ”) is made and entered into effective as of the 31st day of December, 2008, by and between MULTIMEDIA GAMES, INC., a Delaware corporation (the “ Company ”), and GINNY SHANKS (the “ Executive ”).

WHEREAS , the Company and the Executive entered into that certain Executive Employment Agreement dated July 28, 2008 (as amended, modified and supplemented from time to time, the “ Employment Agreement ”); and

WHEREAS , the parties desire to amend the Employment Agreement pursuant to the terms conditions and conditions contained herein;

NOW, THEREFORE , in consideration of the premises, the mutual covenants herein contained and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.7.2 Termination Without Cause; Resignation for Good Reason .  Subject to the provisions set forth in Section 1.7.3 , in the case of a termination of Executive’s employment hereunder  Without Cause in accordance with Section 1.6.4 above, or Executive’s resignation with Good Reason, the Company (i) shall pay Executive (A) in the event that the Termination takes place one year from the Effective Date, one year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and Target Bonus (Target Bonus to be paid at the end of the year within the time set forth in Section 1.4.2 ), subject to the tax withholding specified in Section 1.4.1 above or (B) in the event that the Termination takes place two years from the Effective Date, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (Target Bonuses to be paid at the end of each year within the time set forth in Section 1.4.2 ); such payments must not however extend beyond the second taxable year of the Executive following the taxable year in which the termination of employment occurred; and (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment.  Further, subject to the provisions set forth in Section 1.7.3 , in the event that there is a Change of Control and within one year after the closing of the Change of Control, Executive is terminated Without Cause or resigns for Good Reason, (i) the Company shall pay Executive a lump sum equal to two years of Base Salary continuation and two years of Target Bonus, such lump sum payment must be made within 60 days of such termination of employment; (ii) if Executive elects to continue health coverage under the Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”), for a period up to one year after the termination, the Company will pay Executive’s premiums, in an amount sufficient to maintain the level of health benefits in effect on Executive’s last day of employment; and (iii) the Option will immediately vest as set forth in Section 1.5 .

For purposes of this Agreement, “ Good Reason ” means the occurrence of any of the following:  (i) the assignment to Executive of duties materially inconsistent with his status as Chief Marketing Officer of the Company or a material adverse alternation in the nature or status of his responsibilities, duties or authority; (ii) a material reduction by the Company in Executive’s then Base Salary or Target Bonus, a material reduction in other benefits, or the failure by the Company to pay Executive any material portion of his current compensation when due; (iii) a requirement