COMPENSATION AGREEMENT

                  Agreement made as of the ______ day of ____________, 199___ by
and between Uproar Ltd., a Bermuda corporation (the "Corporation"), and
_____________________ ("Optionee").

                               W I T N E S S E T H

                  WHEREAS, in consideration for services performed by Optionee,
the Corporation granted Optionee a share option on ____________, 199__ to
purchase _________ option shares ("Shares") upon the terms and conditions set
forth in the documentation evidencing such Shares.

                  NOW, THEREFORE, in consideration of the above premises, the
parties hereto agree as follows:

                  1. The Corporation and Optionee acknowledge and agree that the
Shares are granted solely as compensation for services rendered the Corporation
by Optionee and not for any capital-raising purposes or in connection with any
capital-raising activities.

                  2. The Shares shall not be transferable or assignable except
in connection with Optionee's death.

                  3. This agreement is intended solely to memorialize the
agreement and understanding which exists between Optionee and the Corporation
concerning the Shares. Nothing herein or in the documentation evidencing the
Shares is intended to provide Optionee with the right to remain in the
Corporation's service for any specific period, and Optionee's services may be
terminated at any time by the Corporation, for any reason, with or without
cause.

                  IN WITNESS WHEREOF, the parties hereto have executed this
agreement as of the date first above written.



                                   UPROAR LTD.

                                   By:
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                                               Authorized Officer


                                   OPTIONEE

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