EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 7th day of June 2006, by and between NTN Buzztime, Inc., a Delaware corporation (the “Company”), and Dario L. Santana, an individual (the “Executive”).

RECITALS

THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:

A. The Company desires that the Executive be employed by the Company to carry out the duties and responsibilities described below, all on the terms and conditions hereinafter set forth, effective as of July 10, 2006 (the “Effective Date”).

B. The Executive desires to accept such employment on such terms and conditions.

C. This Agreement shall govern the employment relationship between the Executive and the Company from and after the Effective Date and supersedes and negates all previous agreements with respect to such relationship.

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

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For 2006 and 2007, one-half of the Incentive Bonus shall be payable in connection with attainment of revenue targets and one-half shall be payable in connection with the attainment of EBITDA targets. The Incentive Bonus for each of the revenue and the EBITDA targets shall be payable commencing upon attainment of 100% of the budgeted target and increase up to the full award of 50% of Executive’s Base Salary at 110% of the budgeted target for revenue and 115% of the budgeted amount for EBITDA.

The actual Revenue and EBITDA amounts will be based on the audited financial statements for the Company prepared for inclusion in the Company’s audit report on Form 10-K, and shall include all compensation expense attributable to the payment of the Incentive Bonus, but shall not include non-recurring or other extraordinary income and expense items (such as sales of assets, impact of M&A activities, etc.) and shall be adjusted to exclude any compensation charges related to stock option grants. Results from divisions being sold (Wireless and Software) are excluded from computation of Revenue and EBITDA. Total bonus payout is not to be greater than 50% of increased actual net income over budgeted net income. Payment of the bonus will be made one-half in cash and one-half in stock, subject to withholdings in accordance with the Company’s standard payroll procedures, within 30 days after receipt of the independent auditor’s report on the Company’s annual financial statements for the prior year, but in no event later than April 30 of the following year (or such earlier date as required to comply with Section 409A of the Internal Revenue Code)

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The Board may, in its sole discretion, grant an additional bonus to the Executive if the Company achieves Revenue and EBITDA performance in excess of 110% and 115% of 2006 and 2007 budgeted levels, respectively.

The Executive will participate in establishing the targeted levels of Revenue and EBITDA for 2007 and present to the Board either or both (1) such recommendations with respect to such targeted levels that Executive determines in good faith are advisable, or (2) such other modifications to the bonus program for 2006 (including, without limitation, any other performance factors on which the bonus determination may be based) as the Executive determines in good faith are advisable. The Board will consider adjusting such targeted levels and making such adjustment to the bonus program in good faith based on the Executive’s recommendation, but shall have no obligation to actually make any such adjustment.

The exercise price per share for each Option will be equal to the fair market value of a share of the Common Stock on the date such Option is granted. Each Option will be intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent possible within the limitations of the Code. Each Option will vest in 48 substantially equal monthly installments over the four-year period following the date of grant. The vesting of each installment of each Option will occur only if such vesting date occurs during the Executive’s continued employment by the Company through the respective vesting date. The maximum term of each Option will be ten (10) years from the date of grant of the Option, subject to earlier termination upon the termination of the Executive’s employment with the Company, a change in control of the Company and similar events. The Options shall be granted under the NTN Buzztime, Inc. 2004 Performance Incentive Plan (the “Plan”), a copy of which has been provided to the Executive, and shall be subject to such further terms and conditions as set forth in written stock option agreements to be entered into by the Company and the Executive to evidence the Options (the “Option Agreements”). Such Option Agreements shall be in substantially the form attached hereto as Exhibit C (with respect to the Option grant described in Section 3.4(a) above), or such other form as may be used by the Company to evidence stock option grants made under the Plan from time to time (with respect to the Option grant described in Section 3.4(b) above).

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Executive’s Base Salary at the annual rate in effect on the Severance Date, plus (ii) the cost of the Executive’s premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for Executive (and, if applicable, Executive’s eligible dependents) as in effect immediately prior to the Severance Date, provided that the Company’s obligation to make any payment pursuant to this clause (ii) shall cease upon the first to occur of the date the Executive becomes eligible for medical coverage with another employer or the first anniversary of the Severance Date. The Company shall pay such amount to the Executive in equal installments on a bi-weekly basis following the Severance Date until the later of the last day of the Period of Employment and the first anniversary of the Severance Date. The Company shall also cause any outstanding options granted to the Executive pursuant to Section 3.4, (A) to the extent such options are unvested as of the Severance Date and are scheduled to vest within the six-month period following the Severance Date, to become vested as of the Severance Date, and (B) to the extent such options are vested as of the Severance Date (including any options that become vested pursuant to the foregoing clause (A)), to remain exercisable for six months following the Severance Date (but in no event later than the expiration of the term of the option). Such options, to the extent exercisable for the six-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of such six-month period. To the extent such options are unvested as of the Severance Date and are not scheduled to vest within the six-month period following the Severance Date, such options shall terminate on the Severance Date.

For purposes of clarity, in the event the Executive’s employment terminates upon the expiration of the Period of Employment pursuant to a Notice of Non-Renewal given by the Executive, the Executive shall not be entitled to any payment pursuant to this Section 5.3(c); and in the event the Executive’s employment terminates upon the expiration of the Period of Employment (whether pursuant to a Notice of Non-Renewal given by the Company or the Executive), the Executive’s outstanding options shall continue to be governed in accordance with their terms (including, without limitation, the terms applicable to a termination of the Executive’s employment). In no event shall the Executive be entitled to receive benefits under both this Section 5.3(c) and Section 5.3(b) above.

Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under the Proprietary Information Agreement and/or Section 7, 8 or 9 of this Agreement at any time, from and after the date of such breach, (x) the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of any benefits provided in Section 5.3(b) or Section 5.3(c), and (y) the Executive will no longer be entitled to, and the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans.

The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan (if any). In no event shall the Company’s obligations to the Executive exceed the sum of the Accrued Obligations, the benefits provided in either Section 5.3(b) or Section 5.3(c), if applicable, and the benefits contemplated by this paragraph, regardless of the manner of the Executive’s termination.

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result in substantial personal enrichment of the Executive and is reasonably likely to result in material harm to the Company, (ii) the Executive’s conviction of a felony which the Board reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business, (ii) a willful act by the Executive which constitutes misconduct and is materially injurious to the Company, or (iv) continued willful violations by the Executive of the Executive’s obligations to the Company after there has been delivered to the Executive a written demand for performance from the Company which describes the basis for the Company’s belief that the Executive has willfully violated his obligations to the Company.

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The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with any of the matters referenced in the first sentence of the first paragraph of this Section 20.

The parties agree that the Company shall be responsible for payment of the forum costs of any arbitration hereunder, including the arbitrator’s fee. The parties further agree that in any proceeding with respect to such matters, the prevailing party will be entitled to recover its reasonable attorney’s fees and costs from the non-prevailing party (other than forum costs associated with the arbitration which in any event shall be paid by the Company).

Without limiting the remedies available to the parties and notwithstanding the foregoing provisions of this Section 20, the Executive and the Company acknowledge that any breach of any of the covenants or provisions contained in Section 7, 8 or 9 of this Agreement or in the Proprietary Information Agreement could result in irreparable injury to either of the parties hereto for which there might be no adequate remedy at law, and that, in the event of such a breach or threat thereof, the non-breaching party shall he entitled to obtain a temporary restraining order and/or a preliminary injunction and a permanent injunction restraining the other party hereto from engaging in any activities prohibited by any covenant or provision in Section 7, 8 or 9 of this Agreement or in the Proprietary Information Agreement or such other equitable relief as may be required to enforce specifically any of such covenants or provisions.

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NTN Buzztime, Inc.

5966 La Place Court, Suite 100

Carlsbad, CA 92008

Attn: Board of Directors

with a copy to:

James Levin, Esq.

O’Melveny & Myers LLP

400 South Hope Street, 18^th Floor

Los Angeles, CA 90071

[The remainder of this page has intentionally been left blank.]

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IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the Effective Date.

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EXHIBIT A

EXECUTIVE CONFIDENTIALITY DISCLOSURE

Every year since 2002, Dario L. Santana has signed a Tyco International Ltd Proprietary and Confidential Information Agreement (or its equivalent). This agreement has been signed by Dario L. Santana as a stand-alone agreement or as part of the Tyco Guide to Ethical Conduct, which includes other topics beyond confidentiality.

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EXHIBIT B

NTN BUZZTIME, INC.

PROPRIETARY INFORMATION AGREEMENT

CONFIDENTIALITY AND WORK FOR HIRE AGREEMENT

This Agreement is made and entered into as of July 10, 2006 by and between NTN BUZZTIME, INC. and any of its affiliates, having a principal place of business at 5966 La Place Court, Carlsbad, California 92008-8830 and Dario L. Santana (“Employee”), and shall remain in full force and effect from and after the date hereof.

Employee acknowledges that by reason of his or her affiliation with NTN BUZZTIME, INC. Employee will have access to confidential information (as defined herein) relating to existing and planned business activities, including but not limited to, entertainment programming, the development of certain computer hardware and computer software and the marketing and advertising strategies related thereto in connection with the development, implementation and operation of information, education and entertainment products and services.

Confidential information shall mean all intellectual property rights and information, whether written or oral, including but not limited to, data, computer hardware and/or software programs, summaries, diagrams, reports and/or memoranda, as if written, however produced or reproduced, which is identified or marked confidential, or which, by the nature of the circumstances surrounding disclosure, should be considered, in good faith, to be treated as proprietary and confidential, and all other proprietary information relating to NTN BUZZTIME, INC. and any of its affiliates and their respective businesses (as currently conducted and as proposed to be conducted), properties and assets.

Employee shall not (1) divulge or disclose, directly or indirectly, any confidential information to any person, firm, corporation or other entity, for any purpose or reason whatsoever, or (2) make use of any confidential information for Employee’s purposes or for the benefit of any person, firm, corporation or other business entity except to the extent that (a) such confidential information is, in fact, obtainable from public sources (other than as a result of Employee’s breach of this agreement) or (b) such disclosure is required by applicable law or authorized in writing by an authorized representative of NTN BUZZTIME, INC. The prohibition against disclosure of confidential information shall survive the termination of Employee’s employment with NTN BUZZTIME, INC.

Employee shall promptly disclose and hereby irrevocably grants and assigns to NTN BUZZTIME, INC. for NTN BUZZTIME, INC’s. sole use and benefit, all rights of every kind and character whatsoever, exclusively and perpetually, in and to all services performed by Employee, and to any and all (a) inventions, improvements, technical information, systems, software, programs, designs, drawings and suggestions, whether patented, patentable or unpatentable (“Inventions”), and (b) characters, character names, original works of authorship, literary works (including, but not limited to, computer software), audiovisual works, translations, compilations and other copyrightable or uncopyrightable works which are originated or produced by Employee (solely or jointly with others) (“Works”) which Employee may conceive, develop or acquire during his or her employment with NTN BUZZTIME, INC. (whether or not during usual working hours), together with all patent applications, letters patent, or other patent rights, and trademark, trade name, service marks and copyrights and all applications, registrations, renewals and reissues thereof that may at any time be granted for or upon any such Invention or Works, and (c) to all other such intangible rights (collectively, the “Developed Properties”). If for any reason such results and proceeds are deemed not to be a work made for hire, Employee hereby irrevocably assigns to NTN BUZZTIME, INC., to the fullest extent permitted by law, all of Employee’s right, title and interest thereto. Employee waives all so-called “moral rights of authors”, “droit moral” rights and other similar rights throughout the world, however denominated. Employee will, upon NTN BUZZTIME, INC’s. request, execute, acknowledge and deliver to NTN BUZZTIME, INC. such additional documents as NTN/BUZZTIME, INC. may deem necessary to evidence and effectuate NTN BUZZTIME, INC’s. rights hereunder. Employee hereby grants NTN BUZZTIME, INC. the right, as Employee’s attorney-in-fact, to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents that Employee fails to execute, acknowledge, deliver and record. In connection therewith:

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Confidentiality and Work for Hire Agreement

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All documents, drawings, writings, information and data of whatever kind and nature that may be provided to Employee in connection with his or her employment with NTN BUZZTIME, INC., and all copies thereof, shall be promptly returned to NTN BUZZTIME, INC. upon completion or termination of the business relationship between Employee and NTN BUZZTIME, INC..

This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced and governed under the laws of said State. If any provision of this Agreement is held to be illegal or invalid, such provision shall be deemed to be severed and deleted, and neither the provision nor its deletion shall effect the validity of the remaining provisions, except where specifically stated otherwise herein. This Agreement may be modified only by a writing signed by NTN BUZZTIME, INC. and Employee.

The parties agree to indemnify, defend and hold each other harmless and each other’s officers, employees, and representatives and such party’s successors, licensees and assigns in the event of any threat or assertion of any claim, action or proceeding inconsistent with any of the foregoing representations and/or warranties.

Confidentiality and Work for Hire Agreement

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Employee may not assign this Agreement, in whole or in part. This Agreement shall inure to the benefit of and may be enforced by NTN BUZZTIME, INC., its successors, affiliates or assigns and shall be binding upon the Employee, his or her heirs, successors, assigns, legal representatives, executors, administrators and other successors-in-interest.

Employee agrees to execute all documents and do all acts as may be reasonably necessary, convenient or desirable in order to effect the provisions of this Agreement.

In the event that either party is required to bring any action, suit or other proceeding against the other party arising out of this Agreement, the prevailing party shall recover all of such party’s reasonable attorneys’ fees and costs throughout the entire proceedings.

This Agreement may be executed in counterparts which taken together shall constitute one document.

NTN Buzztime, Inc.

Addendum to Confidentiality and Work for Hire Agreement

Section 2872. NOTICE TO EMPLOYEE; BURDEN OF PROOF

If an employment agreement entered into after January 1, 1980, contains a provision requiring the employee to assign or offer to assign any of his or her rights in any invention to his or her employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention which qualifies fully under the provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall be on the employee claiming the benefits of its provisions.

(Added to Stats. 1979, c. 1001, p. 3401, Section 1.)

Section 2870. EMPLOYMENT AGREEMENTS; ASSIGNMENT OF RIGHTS

(a) Any provision in an employment agreement which provides that an employee shall assign or offer to assign any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:

        (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer.

        (2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

(Added by Stats. 1979, c. 1001, p. 3401, Section 1. Amended by Stats. 1986, c. 345, Section 1.)

Nothing herein shall be deemed to vary or modify the status or nature of the undersigned employee’s relationship to Company.

I hereby acknowledge receipt of notice from the Company pursuant to Section 2872 of Art. 3.5, Chapter 2 of Division 3 of the California Labor Code (as set forth herein as Exhibit “A”). I understand that the Company agrees that notwithstanding anything to the contrary in this Section 2, nothing in this Agreement shall apply to any invention which qualifies fully under the provisions of Section 2872 of the California Labor Code.

    Employee Signature

    (Print Name)