EXECUTIVE EMPLOYMENT AGREEMENT

This Employment Agreement (this “ Agreement ”) is made and entered into as of January 12, 2009 (the “ Effective Date ”), by and between Multimedia Games, Inc., a Delaware corporation (the “ Company ” and/or “MGAM”), and Mick Roemer, an individual (“ Executive ”).

WHEREAS, the Company desires to hire Executive and Executive desires to become employed by the Company; and

WHEREAS, the Company and Executive have determined that it is in their respective best interests to enter into this Agreement to govern the employment relationship on the terms and conditions set forth herein.

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

1.1            Employment .   The Company hereby employs Executive, and Executive hereby accepts employment by the Company, upon the terms and conditions set forth in this Agreement.

1.2            Duties .   Executive shall serve as Senior Vice President of Sales and shall report directly to the Company’s Chief Executive Officer.  Executive shall have the authority, and perform the duties customarily associated with his titles and offices together with such additional duties as may from time to time be assigned by the Chief Executive Officer.  With the exception of the limited engagements agreed to in Exhibit A of this Agreement, during the term of Executive’s employment hereunder, Executive shall devote his full working time and efforts to the performance of his duties and the furtherance of the interests of the Company and shall not be otherwise employed or engaged.

1.3            Term .   Subject to the provisions of Section 1.6 below, the term of employment of Executive under this Agreement shall commence on January 12, 2009 (the "Start Date"), and shall continue until terminated by either party (the “ Employment Term ”).  Upon termination of this Agreement, this Agreement shall expire and have no further effect, except as otherwise provided in Section 5.5 below.

1.4            Compensation and Benefits .

1.4.1             Base Salary .  In consideration of the services rendered to the Company hereunder by Executive and Executive’s covenants hereunder and in the Company’s Agreement Regarding Proprietary Developments, Confidential Information and Non-Solicitation attached hereto as Exhibit A (the “ Proprietary Agreement ”), during the Employment Term, the Company shall pay Executive a salary at the annual rate of Two Hundred Thousand U.S. Dollars ($200,000.00) (the “ Base Salary ”), less statutory and other authorized deductions and withholdings, payable in accordance with the Company’s regular payroll practices.  The Chief Executive Officer will review the Base Salary annually.

1.4.2             Bonuses . Executive shall be entitled to receive a quarterly Incentive Bonus upon achievement of new sales and new placement goals mutually agreed to by and between the Executive and the Company’s Chief Executive Officer for each quarter. (the “Incentive Bonus” ) It is expressly agreed that the Incentive Bonus shall not exceed One Hundred Thousand U.S. Dollars ($100,000.00) in any individual twelve (12) month period. In addition to the Incentive Bonus, Executive shall receive an annual bonus equal to 60% of Executive’s then current Base Salary (the “ Target Bonus ”) upon achievement of bonus plan performance targets then in effect as approved by the Chief Executive Officer, which bonus may be as much as 100% of Executive’s then current Base Salary for overachievement against said targets.

1.4.3             Any bonus payment shall be less statutory and other authorized deductions and withholdings and payable at the times when other management bonuses are paid; provided, however, the Target Bonus shall be paid before the latter of: (i) the 15 ^th day of the third calendar month following the calendar year that the bonus is earned; or (ii) the 15 ^th day of the third calendar month following the end of the fiscal year of the Company that the bonus is earned.

1.4.4             Benefits Package; Vacation; Business Expenses .   As an employee of the Company, Executive will be eligible to enroll in the Company’s benefit programs (including short and long term disability plans and reasonable Directors’ and Officers’ coverage) as they are established from time to time for senior-level executive employees.  Executive shall not be eligible for Company holidays and paid vacation as set forth in the Company’s then current policies for employees.

1.5            Stock Grant and Stock Option .  On January 12, 2009 Executive will be granted one or more options (collectively, the “ Option ”)   to purchase Two Hundred Thousand (200,000) shares of the Company’s Common Stock.  Such Option will be granted pursuant to the Company’s 2008 Employment Inducement Award Plan (the “ Plan ”). The exercise price for the Option shall be equal to the fair market value of the Company’s Common Stock on the date of grant of such Option. The Option will be immediately exercisable, but the Option shares initially will be unvested and will vest 25% after one (1) year, and will continue to vest over three (3) years in equal quarterly installments during each of the following three years.  The Plan documents shall provide that, in the event that, within one (1) year after a Change of Control, either (i) Executive is terminated Without Cause pursuant to Section 1.6.4, or (ii) Executive resigns for Good Reason pursuant to Section 1.7.2, Executive shall acquire a vested interest in, and the Company's repurchase rights shall terminate with respect to all unvested Option shares covered by the Option.  In the event Executive is terminated for any reason, then such termination shall not affect in any manner Executive's right to receive or exercise the options which have vested as of the date of termination pursuant to the provisions of this Agreement.  The terms of the Option will be as set forth in the Plan documents.  The Company will promptly prepare and file a registration statement on Form S-8 with respect to the Plan, and shall maintain the effectiveness of such registration statement during the term of the Plan.

For purposes of this Agreement, a “ Change of Control ” shall mean: (a) the consummation of a merger, consolidation or reorganization approved by the Company’s stockholders, unless securities representing more than 50% of the total combined voting power of  the outstanding voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately prior to such transaction; or (b) the sale, transfer or other disposition of all or substantially all of the Company's assets as an entirety or substantially as an entirety to any person, entity or group of persons acting in concert other than a sale, transfer or disposition to an entity, at least 50% of the combined voting power of the voting securities of which is owned by the Company or by stockholders of the Company in substantially the same proportion as their ownership of the Company immediately prior to such sale; or (c) any transaction or series of related transactions within a period of 12 months pursuant to which any person or any group of persons comprising a "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (other than the Company or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Company) acquires (other than directly from the Company) beneficial ownership (within the meaning of Rule l3d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than 35% of the total combined voting power of the Company's securities outstanding immediately after the consummation of such transaction or series of related transactions.

1.6            Termination .   Executive’s employment and this Agreement (except as otherwise provided hereunder) shall terminate upon the occurrence of any of the following, at the time set forth therefore (the time of any such termination being the “ Termination Date ”):

1.6.1             Death or Disability .   Immediately upon the death of Executive or in the event that Executive has ceased to be able to perform the essential functions of his duties, with or without reasonable accommodation, for a period of not less than 180 days, due to a mental or physical illness or incapacity; as determined in the good faith judgment of the Chief Executive Officer and confirmed by the opinion of an independent medical physician (“ Disability ”) (termination pursuant to this Section 1.6.1 being referred to herein as termination for “ Death or Disability ”); or

1.6.2             Voluntary Termination .   Thirty (30) days following Executive’s written notice to the Company of termination of employment; provided, however, that the Company may waive all or a portion of the thirty (30) days notice and accelerate the effective date of such termination (and the Termination Date) (termination pursuant to this Section 1.6.2   being referred to herein as “ Voluntary ” termination); or

1.6.3             Termination For Cause .   Immediately following notice of termination for Cause given by the Company.  As used herein, “ Cause ” means termination based on any one of the following, as determined in good faith by the Chief Executive Officer: (i) any intentional act of misconduct or dishonesty by Executive in the performance of his duties under the Agreement; (ii) any willful failure or refusal by Executive to attend to his duties under this Agreement; (iii) any material breach of this Agreement; (iv) Executive’s conviction of or plea of “guilty” or “no contest” to any crime constituting a felony or a misdemeanor involving theft, embezzlement, dishonesty, or moral turpitude; or (v) Executive’s unsatisfactory performance of his duties as determined by the Chief Executive Officer and failure of Executive to improve such performance in the reasonable judgment of the Chief Executive Officer following the thirty (30)-day period after Executive is provided written notice of such unsatisfactory performance.  In the event that the Chief Executive Officer believes that an event has occurred that would constitute a termination for Cause pursuant to clauses (i), (ii) or (iii), prior to terminating Executive, the Chief Executive Officer will notify Executive of such belief in writing, including an explanation of the concern, and Executive will have thirty (30) days to address the concern to the Chief Executive Officer’s satisfaction prior to the effectiveness of the termination; provided that the Chief Executive Officer may instruct Executive to take a paid leave of absence during such period.

1.6.4             Termination Without Cause .   Notwithstanding any other provisions contained herein, including, but not limited to Section 1.3 above, the Company may terminate Executive’s employment following a thirty (30) day written notice of termination without Cause given by the Company as approved by the Board of Directors (termination pursuant to this Section 1.6.4 being referred to herein as termination “ Without Cause ”).

1.6.5             Other Remedies .   Termination pursuant to Section 1.6.3 above shall be in addition to and without prejudice to any other right or remedy to which the Company may be entitled at law, in equity, or under this Agreement.

1.7            Severance and Termination .

1.7.1             Voluntary Termination, Termination for Cause, Termination for Death or Disability .  In the case of a termination of Executive’s employment hereunder for Death or Disability in accordance with Section 1.6.1 above, or Executive’s Voluntary termination of employment hereunder in accordance with Section 1.6.2 above, or a termination of Executive’s employment hereunder for Cause in accordance with Section 1.6.3 above, or termination for failure to comply with the conditions and/or limitations in Section 2 of this Agreement with regard to Executive’s association with the Restricted Businesses listed in Exhibit A  (i) Executive shall not be entitled to receive payment of, and the Company shall have no obligation to pay, any severance or similar compensation attributable to such termination, other than Base Salary earned but unpaid, vested benefits under any employee benefit plan, and any unreimbursed expenses pursuant to Section 1.4.3 hereof incurred by Executive as of the Termination Date, and (ii) the Company’s other obligations under this Agreement shall immediately cease.

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 on or before January 12, 2009, one (1) year of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and Target Bonus (be paid at the end of the fiscal 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 after January 12, 2009, two years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus (to be paid at the end of each  fiscal year within the time set forth in Section 1.4.2); 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 (2) years of Base Salary continuation (to be paid in accordance with the Company’s normal payroll practices) and two years of Target Bonus; (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 Senior Vice President of Sales or a material adverse alteration in the nature or status of his responsibilities, duties or authority; (ii) a material reduction by the Company in Executive’s then Base Salary, Target Bonus, or Incentive 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 that Executive report to a primary work location that is more than fifty (50) miles from the Company’s current location in Austin, Texas or any office located in Reno or Las Vegas, Nevada; (iv) the Company requiring Executive either (a) to be based anywhere other than the location of the Company's principle offices in Austin or any Office located in Reno or Las Vegas, Nevada (except for required travel in the Company's business to an extent substantially consistent with Executive's present business obligations); or (viii) the failure of the Executive and any successor company following a Change of Control to reach a mutually agreeable employment agreement.  Notwithstanding the foregoing, Executive’s resignation shall not be treated as a resignation for Good Reason unless (a) Executive notifies the Company in writing of a condition constituting Good Reason within forty-five (45)   days following Executive’s becoming aware of such condition; (b) the Company fails to remedy such condition within thirty (30) days following such written notice (the “ Remedy Period ”); and (c) Executive resigns within thirty  (30) days following the expiration of the Remedy Period.  Further, in the event that Ex