8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported):     September 3, 2004
                                                 -------------------------------


                              Majesco Holdings Inc.
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             (Exact Name of Registrant as Specified in Its Charter)


                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)


        333-70663                                        06-1529524
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(Commission File Number)                       (IRS Employer Identification No.)


160 Raritan Center Parkway, Edison, New Jersey                          08837
- --------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                           (Zip Code)


                                 (732) 225-8910
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              (Registrant's Telephone Number, Including Area Code)


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))






ITEM 8.01 - OTHER EVENTS

         This Current Report on Form 8-K is being filed for the sole purpose of
filing the agreements set forth as exhibits under Item 9.01 below.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) The following exhibits are furnished with this report:


Exhibit No.      Description

10.1             Xbox Publisher License Agreement, dated January 31, 2001, by
                 and between Microsoft Corporation and Majesco Sales Inc.*

10.2             Amendment to the Xbox Publisher License Agreement, dated
                 April 4, 2002, by and between Microsoft Corporation and Majesco
                 Sales Inc.*

10.3             Xbox Live Distribution Amendment to the Xbox Publisher License
                 Agreement, dated March 17, 2003, by and between Microsoft
                 Corporation and Majesco Sales Inc.*

10.4             Amendment to the Xbox Publisher License Agreement (Tiered
                 Royalty Rate Structure and Xbox Platinum Hits Program), dated
                 January 31, 2003, by and between Microsoft Corporation and
                 Majesco Sales Inc.*

10.5             PlayStation 2 Licensed Publisher Agreement, dated April 1,
                 2000, by and between Sony Computer Entertainment America, Inc.
                 and Majesco Sales Inc.*


- ----------
*     A Confidential Treatment Request for certain information in this document
      has been filed with the Securities and Exchange Commission. The
      information for which treatment has been sought has been deleted from such
      exhibit and the deleted text replaced by four asterisks (****).







                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          Majesco Holdings Inc.
                                          (Registrant)



Date: September 3, 2004                   By:   /s/ Carl J. Yankowski
                                                -------------------------
                                                Carl J. Yankowski
                                                Chief Executive Officer

EX-10.1

                              MICROSOFT CORPORATION
                      XBOX(TM) PUBLISHER LICENSE AGREEMENT


     This License Agreement (the "Agreement") is entered into and effective as
of January 31, 2001 (the "Effective Date") by and between MICROSOFT CORPORATION,
a Washington corporation ("Microsoft"), and MAJESCO/PIPEDREAM New Jersey Corp.
("Licensee").

     A. Whereas, Microsoft develops and licenses a computer game system, known
as the Xbox(TM) game system; and

     B. Whereas, Licensee .is an experienced publisher of software products that
wishes to develop and/or publish one or more software products running on the
Xbox game system, and to license proprietary materials from Microsoft, on the
terms and conditions set forth herein.

Accordingly, for and in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, receipt of
which each party hereby acknowledges, Microsoft and Licensee agree as follows:

1. DEFINITIONS. For the purposes of this Agreement, the following terms will
have the respective indicated meanings.

     1.1 "ART & MARKETING MATERIALS" shall mean art and mechanical formats for a
Software Title including the retail packaging, end user instruction manual with
end user license agreement and warranties, Finished Product Unit media label,
and any promotional inserts and other materials that are to be included in the
retail packaging, as well as all press releases, marketing, advertising or
promotional materials related to the Software Title and/or Finished Product
Units (including without limitation web advertising and Licensee's web pages to
the extent they refer to the Software Title(s) or the Finished Product Units).

     1.2 "AUTHORIZED REPLICATOR" shall mean a software replicator certified and
approved by Microsoft for replication of games that run on Xbox. Upon Licensee's
written request, Microsoft will provide Licensee with a copy of the then-current
list of Authorized Replicators, but the status of a particular replicator and
such list may change from time to time in Microsoft's sole and absolute
discretion.

     1.3 "BRANDING SPECIFICATIONS" shall mean the specifications in Exhibit C,
and such other design specifications as Microsoft may hereafter provide from
time to time, for using the Licensed Trademarks on a Software Title and/or on
related product packaging, documentation, and other materials.

     1.4 "COMMERCIAL RELEASE" shall mean (a) with respect to Xbox, the first
distribution of an Xbox to the public for payment, and (b) with respect to a
Software Title, the earlier of the first distribution of the Software Title for
payment or distribution of Finished Product Units that are not designated as
beta or prerelease versions.



     1.5 "FINISHED PRODUCT UNIT" shall mean a DVD-9 copy, in software object
code only, of a Software Title, in whole or in part.

     1.6 "LICENSED TRADEMARKS" shall mean the Microsoft trademarks depicted in
Exhibit B (which Microsoft unilaterally may modify from time to time during the
term of this Agreement upon written notice to Licensee).

     1.7 "SOFTWARE TITLE" shall mean the single software product as described in
the applicable Exhibit A (i.e., Exhibit A-I, Exhibit A-2, or Exhibit A-n, as the
case may be), developed by Licensee, and running on Xbox. A Software Title shall
include the improvements and patches thereto (if and to the extent approved by
Microsoft), but shall not include any "prequel" or "sequel." If Microsoft
approves one or more additional concept(s) for another single software product
proposed by Licensee to run on Xbox, pursuant to the procedure set forth in
Section 2.1.1 below and the Xbox Guide (as defined in Section 2.1), then upon
Microsoft's written approval of such concept, this Agreement, and the term
"Software Title," shall be broadened automatically to cover the respective new
software product and the parties will prepare, initial and append to this
Agreement a new Exhibit A-n for each such additional new software product.

     1.8 "CERTIFICATION REQUIREMENTS" shall mean the requirements specified in
this Agreement (including without limitation the Xbox Guide) for quality,
compatibility, and/or performance of a Software Title, and, to the extent not
inconsistent with the foregoing standards, the standards of quality and
performance generally accepted in the console game industry.

     1.9 "TERRITORY" shall be determined on a Software Title-by-Software Title
basis, and shall mean such countries as may be specified in writing by Microsoft
when the concept of the applicable Software Title is approved pursuant to
Section 2.1.1 below.

     1.10 "XBOX" shall mean the first version (as of the Commercial Release) of
Microsoft's Xbox game system, including operating system software and hardware
design specifications.


2. DEVELOPMENT; DELIVERY; APPROVAL

     2.1 SOFTWARE TITLE DEVELOPMENT. Licensee's development activities with
respect to each Software Title shall be in accordance with the development
schedule set forth in the applicable Exhibit A-n. Furthermore, Licensee agrees
to be bound by all provisions contained in the then-applicable version of the
"Xbox Guide", the current version of which Microsoft or its affiliate will
deliver to Licensee when it is completed, after the execution of this Agreement.
Licensee understands and agrees that Microsoft may, in its discretion,
supplement, revise and update the Xbox Guide from time to time and that upon
Licensee's receipt of the applicable supplement, revision or updated version,
Licensee automatically shall be bound by all provisions of the then-current Xbox
Guide; Microsoft will specify in each such supplement, revision or updated
version a reasonable effective date of each change if such change or revision is
not required to be effective inunediate1y. If Licensee proceeds with the
development of a Software Title, Licensee shall deliver each milestone (as
described in this Section 2.1) to Microsoft for approval in writing. All
certification and playtesting (and applicable fees therefor, if any) will be

                                       2


in accordance with the then applicable version of the Xbox Guide. If Microsoft
does not approve Licensee's submission for a given milestone then Licensee shall
either correct the problems that contributed to the lack of approval or, if
Microsoft gives Licensee written notice to cease development, Licensee shall
immediately cease all development activities for the applicable Software Title's
subsequent milestones. Each successive milestone shall comply in all material
respects with the characteristics of previously approved milestones. Each
software milestone shall be delivered in compiled object code form.

          2.1.1 CONCEPT. Licensee shall deliver to Microsoft a written and
completed concept submission form (in the form provided by Microsoft to
Licensee), including without limitation: (a) a detailed description of the
Software Title, including but not limited to (to the extent applicable) title,
theme, plot, characters, play elements, and technical specifications; (b) the
identities of any proposed subcontractors, and general information about the
principal team of individual developers, and (c) an explanation of the design,
technical and marketing suitability of the Software Title. Evaluation of the
proposed design will be based on criteria including, but not necessarily limited
to, the following: (i) originality; (ii) play breadth and depth; (iii)
playability; (iv) replayability and long-term interest; and (v) theme,
characters and storyline. Technical evaluation of the concept will be based on
criteria including, but not necessarily limited to, feasibility of execution and
usage of system capabilities (such as graphics, audio, hard drive, play control,
online capabilities and peripherals). Marketing suitability will be evaluated
based on criteria including, but not necessarily limited to, the following: (i)
market viability; (ii) Licensee's Version marketing commitment (if any); (iii)
suitability to the target demographic; and (iv) overall fit with the Xbox
certified software products portfolio.

          2.1.2 PRELIMINARY VERSIONS. Licensee may, but will not be required to,
deliver to Microsoft certain preliminary versions of the Software Title, as
addressed in the Xbox Guide.

          2.1.3 FEATURE-COMPLETE VERSION. Licensee shall deliver to Microsoft a
feature complete version of the Software Title (the "Beta Version"), which
includes all features of the Software Title and such other content as may be
required under the Xbox Guide. Concurrently with delivery of the Beta Version,
Licensee will disclose in writing to Microsoft the details about any and all
so-called "hidden characters," "cheats," "easter eggs," "bonus video and/or
audio," and similar elements included in the Beta Version and/or intended to be
included in the final release version of the Software Title.

          2.1.4 FINAL RELEASE VERSION. Licensee shall deliver to Microsoft,
Licensee's proposed final release version of the applicable Software Title that
is complete and ready for manufacture and commercial distribution, with the
final content rating certification, with identified program errors corrected,
and with any and all changes previously requested by Microsoft implemented.
However, nothing herein will be deemed to relieve Licensee of its obligation to
correct program bugs and errors, whenever discovered (including without
limitation after Commercial Release), and Licensee agrees to correct such bugs
and errors as soon as possible after discovery (provided that, with respect' to
bugs or errors discovered after Commercial Release of the applicable Software
Title, Licensee will use commercially reasonable efforts to correct the
bug/error in all Finished Product Units manufactured after discovery). In
addition, Licensee will comply with all certification procedures, guidelines and
standards set forth in the then applicable version of the Xbox Guide. Licensee
shall not distribute the Software


                                       3


Title, nor manufacture any Finished Product Units intended for distribution,
unless and until Microsoft shall have given its final certification and approval
of the final release version of the Software Title, and Microsoft shall have
provided the code for the final release version to the applicable Authorized
Replicator(s).

          2.1.5 PLAY TESTING. Microsoft will playtest the Beta Version and
proposed final release version of each Software Title; if Licensee delivers
preliminary versions of a Software Title, Microsoft may (but will not be
obligated to) playtest such versions. Microsoft will provide written comments to
Licensee regarding the results of its playtest results, and Licensee shall
comply with any requests made by Microsoft to improve the applicable Software
Title based on such playtest results. Licensee acknowledges that,
notwithstanding its receipt of approvals from Microsoft for prior milestones or
versions during the development process, Licensee's proposed final release
version of each Software Title must be approved by Microsoft, as set forth in
the Xbox Guide. In addition to conforming with the approved concept, with all
technical specifications, and with all other requirements set by Microsoft
during the development and approval process, each Software Title must achieve a
satisfactory rating in final playtesting. Notwithstanding anything to the
contrary contained herein, Licensee acknowledges and understands that, in part,
the results of playtesting will be subjective, that Microsoft will have the
right to deny final approval based on its determination, and that Licensee has
and will have no expectation of final approval of any Software Title regardless
of any approvals or assessments given or made by Microsoft, informally or
formally, at any time.

          2.1.6 ART & MARKETING MATERIALS. Licensee shall deliver to Microsoft
for approval all Art & Marketing Materials as and when developed, whether during
development activities or thereafter. Licensee shall not distribute any specific
Art & Marketing Materials unless and until Microsoft shall have given its final
certification and approval of the specific item.

     2.2 CONTENT RATING. Licensee understands and agrees that, without
limitation, Microsoft will not give final certification and approval of a
Software Title unless and until Licensee shall have obtained, at Licensee's sole
cost, a rating of no higher than "Mature (17+)" or its equivalent from the
appropriate rating bodies for the applicable Territory (such as, ESRB, ELSPA,
etc.) and/or any and all other independent content rating authority/authorities
reasonably designated by Microsoft. Licensee shall make any changes to the
Software Title required to obtain a rating of no higher than "Mature (17+)" (or
its equivalent). In no event shall Licensee distribute any Software Title under
an "Adults Only" or higher rating (or equivalent rating). Licensee shall include
the applicable rating(s) prominently on Finished Product Units, in accordance
with the applicable rating body guidelines.

     2.3 DEVELOPMENT KIT LICENSE. Microsoft or its affiliate will offer to
Licensee the opportunity to enter into one or more development kit license(s)
(each an "XDK License") pursuant to which Microsoft would license to Licensee
software development tools and hardware to assist Licensee in the development of
Software Titles, including without limitation certain sample code and other
redistributable code which Licensee could incorporate into Software Titles, on
such terms and conditions as are contained in the XDK License.

                                       4


     2.4 SUBCONTRACTORS. Licensee shall not use any subcontractors or any other
third parties to perform software development work in connection with a Software
Title unless and until (i) the proposed subcontractor or other third party and
(ii) Microsoft shall have executed an XDK license; provided that nothing
contained herein will be deemed to require Microsoft or its affiliate to execute
an XDK License with any particular person or entity if Microsoft or its
affiliate determines that it is not appropriate to execute such an XDK License.

     2.5 CHANGES OF REQUIREMENTS BY MICROSOFT. Unless otherwise reasonably
specified by Microsoft at the respective time: (a) after approval by Microsoft
of the Beta Version of a Software Title, Licensee will not be obligated to
comply, with respect to such Software Title only, with any subsequent changes
made by Microsoft to the technical or content requirements for Software Titles
generally in the Xbox Guide; and (b) subject to the immediately preceding clause
(a), any changes made by Microsoft in Branding Specifications or other
requirements after final certification of a Software Title by Microsoft will be
effective as to such Software Title only on a "going forward" basis (i.e. only
to such Art & Marketing Materials and/or Finished Product Units as are
manufactured after Microsoft notifies Licensee of the change), unless (i) the
change can be accommodated by Licensee with insignificant added expense, or (ii)
Microsoft pays for Licensee's direct, out-of-pocket expenses necessarily
incurred as a result of its retrospective compliance with the change.


3. RIGHTS AND RESTRICTIONS

     3.1 TRADEMARKS.

          3.1.1 LICENSE. In each Software Title, and on each Finished Product
Unit (and the packaging therefor), Licensee shall incorporate the Licensed
Trademarks and include credit and acknowledgement to Microsoft as set forth in
the Branding Specifications and the Xbox Guide. Microsoft grants to Licensee a
non-exclusive, non-transferable, personal license to use the Licensed
Trademarks, according to the Branding Specifications and other conditions
herein, and solely in. connection with marketing, sale, and distribution in the
Territory of Finished Product Units that meet the Certification Requirements.

          3.1.2 LIMITATIONS. Licensee is granted no right, and shall not
purport, to permit any third party to use the Licensed Trademarks in any manner
without Microsoft's prior written consent. Licensee's license to use Licensed
Trademarks in connection with the Software Title and Finished Product Units
shall not extend to the merchandising or sale of related or promotional products
under the Licensed Trademarks.

          3.1.3 BRANDING SPECIFICATIONS. Licensee's use of the Licensed
Trademarks (including without limitation in Finished Product Unit and Art &
Marketing Materials) shall comply with the Branding Specifications in Exhibit C.
Licensee shall not use Licensed Trademarks in association with any third party
trademarks in a manner that might suggest co-branding or otherwise create
potential confusion as to source or sponsorship of the Software Title or
Finished Product Units or ownership of the Licensed Trademarks. Upon notice or
other discovery of any non-conformance with the requirements or prohibitions of
this section, Licensee shall promptly remedy such non-conformance and notify
Microsoft of the non-conformance and remedial steps taken.

                                       5


          3.1.4 CERTIFICATION REQUIREMENTS. Licensee may use the Licensed
Trademarks only in connection with the copies of the Software Title that meet
the Certification Requirements. Licensee shall test the Software Title and
Finished Product Units for conformance with the Certification Requirements
according to generally accepted and best industry practices, and shall keep
written or electronic records of such testing during the term of this Agreement
and for no less than **** thereafter ("Test Records"). Upon Microsoft's request,
Licensee shall provide Microsoft with copies of or reasonable access to inspect
the Test Records, Finished Product Units and Software Title (either in
pre-release or commercial release versions, as Microsoft may request). Upon
notice or other discovery of any non-conformance with the Certification
Requirements, Licensee shall promptly remedy such non-conformance in all
Finished Product Units wherever in the chain of distribution (subject to
Sections 2.1.4 and 2.5 above), and shall notify Microsoft of the non-conformance
and remedial steps taken.

          3.1.5 PROTECTION OF LICENSED TRADEMARKS. Licensee shall assist
Microsoft in protecting and maintaining Microsoft's rights in the Licensed
Trademarks, including preparation and execution of documents necessary to
register the Licensed Trademarks or record this Agreement, and giving immediate
notice to Microsoft of potential infringement of the Licensed Trademarks.
Microsoft shall have the sole right to and in its sole discretion may commence,
prosecute or defend, and control any action concerning the Licensed Trademarks,
either in its own name or by joining Licensee as a party thereto. Licensee shall
not during the Term of this Agreement contest the validity of, by act or
omission jeopardize, or take any action inconsistent with, Microsoft's rights or
goodwill in the Licensed Trademarks in any country, including attempted
registration of any Licensed Trademark, or use or attempted registration of any
mark confusingly similar thereto.

          3.1.6 OWNERSHIP. Licensee acknowledges Microsoft's ownership of all
Licensed Trademarks, and all goodwill associated with the Licensed Trademarks.
Use of the Licensed Trademarks shall not create any right, title or interest
therein in Licensee's favor. Licensee's use of the Licensed Trademarks shall
inure solely to the benefit of Microsoft.

          3.1.7 NO BUNDLING WITH UNAPPROVED PERIPHERALS, PRODUCTS OR SOFTWARE.
Licensee shall not market or distribute any Finished Product Unit bundled with a
peripheral product software or other products, nor shall Licensee knowingly
permit or assist any third party in such bundling, without Microsoft's prior
written consent.

     3.2 EULA. Licensee shall distribute (directly or indirectly) the Software
Title to end users subject to an end user license agreement ("EULA") in a form
to be approved by Microsoft prior to any distribution of the Software Title;
provided that, in any event, Licensee's EULA for the Software Title shall (a)
name Microsoft as a third party beneficiary, with the right to enforce the
agreement, (b) grant the end user the right to use the Software Title on only
one Xbox console at a time, and (c) forbid the end user from reverse engineering
or decompiling the Software Title or Xbox. Microsoft will have the right to
modify its requirements for the EULA at any time, in its discretion, and
Licensee shall implement, at its sole cost, all such new requirements as soon as
reasonably possible after receiving written notice from Microsoft of such
required modifications.

[*]  Confidential portion omitted and filed separately with the Securities
     Exchange Commission


                                       6



     3.3 NO ELECTRONIC TRANSMISSION; NO ONLINE ACTIVITIES. Licensee shall
distribute the Software Title only as embodied in Finished Product Units;
specifically, but without limitation, Licensee shall not distribute the Software
Title by any means of electronic transmission without the prior written approval
of Microsoft, which Microsoft may grant or withhold in its discretion.
Furthermore, Licensee will not authorize or permit any online activities
involving the Software Title, including without limitation multiplayer,
peer-to-peer and/or online play, without the prior written approval of
Microsoft, which Microsoft may grant or withhold in its discretion.

     3.4 NO DISTRIBUTION OUTSIDE THE TERRITORY. Licensee shall distribute
Finished Product Units only in the Territory. Licensee shall not directly or
indirectly export any Finished Product Units from the Territory nor shall
Licensee knowingly permit or assist any third party in doing so, nor shall
Licensee distribute Finished Product Units to any person or entity that it has
reason to believe may re-distribute sell such Finished Product Units outside the
Territory.

     3.5 NO REPRODUCTION OF FINISHED PRODUCT UNITS EXCEPT BY MICROSOFT OR
AUTHORIZED REPLICATORS. Licensee acknowledges that this Agreement does not grant
Licensee the right to reproduce or otherwise manufacture Finished Product Units
itself, or on its behalf, other than with Microsoft or an Authorized Replicator.
Licensee must use Microsoft or an Authorized Replicator to produce Finished
Product Units, pursuant to Section 4.

     3.6 NO REVERSE ENGINEERING. Licensee may utilize and study the design,
performance and operation of Xbox solely for the purposes of developing the
Software Title. Notwithstanding the foregoing, Licensee shall not, directly or
indirectly, reverse engineer or aid or assist in the reverse engineering of all
or any part of Xbox except and only to the extent that such activity is
expressly permitted by applicable law notwithstanding this limitation. Reverse
engineering includes, without limitation, decompiling, disassembly, sniffing,
peeling semiconductor components, or otherwise deriving source code. In addition
to any other rights and remedies that Microsoft may have under the
circumstances, Licensee shall be required in all cases to pay royalties to
Microsoft in accordance with Section 6 below with respect to any games or other
products that are developed, marketed or distributed by Licensee, and derived in
whole or in part from the reverse engineering of Xbox or any Microsoft data,
code or other material.

     3.7 RESERVATION OF RIGHTS. Microsoft reserves all rights not explicitly
granted herein.

     3.8 OWNERSHIP OF THE SOFTWARE TITLES. Except for the intellectual property
supplied by Microsoft to Licensee (including without limitation the licenses in
the Licensed Trademarks hereunder and the licenses in certain software and
hardware granted by an XDK License), ownership of which is retained by
Microsoft, insofar as Microsoft is concerned, Licensee will own all rights in
and to the Software Titles.


4. MANUFACTURING

     4.1 APPROVED REPLICATORS. Licensee shall retain only an Authorized
Replicator to manufacture all Finished Product Units.

                                       7



     4.2 TERMS OF USE OF AUTHORIZED REPLICATOR. Licensee will notify Microsoft
in writing of the identity of the applicable Authorized Replicator and unless
Microsoft agrees otherwise, the agreement for such manufacturing/replication
services shall be as negotiated by Licensee and the applicable Authorized
Replicator, subject to the following requirements:

          4.2.1 Microsoft, and not Licensee, will provide to the single
applicable Authorized Replicator the final release version of the Software Title
and all specifications required by Microsoft for the manufacture of the Finished
Product Units (including without limitation the Security Technology (as defined
in Section 4.4 below); Licensee will be responsible for preparing and delivering
to the Authorized Replicator all other items required for manufacturing Finished
Product Units; and Licensee agrees that all Finished Product Units must be
replicated in conformity with all of the quality standards and manufacturing
specifications, policies and procedures that Microsoft requires of its
Authorized Replicators, and that all so called "adders" must be approved by
Microsoft prior to packaging (in accordance with Section 2.1.6 above);

          4.2.2 Microsoft will have the right, but not the obligation, to be
supplied with up to **** Finished Product Units (including pre-production
samples and random units manufactured during production runs) at Licensee s cost
but without royalties, for quality assurance and archival purposes;

          4.2.3 the initial manufacturing order for Finished Product Units of
each Software Title may not be less than ****; although such number may change
from time to time during the term of this Agreement, initially it will be ****.

          4.2.4 as between Licensee and Microsoft, Licensee shall be responsible
for ensuring that all Finished Product Units are tree of all defects;

          4.2.5 Licensee will use commercially reasonable efforts to cause the
Authorized Replicator to deliver to Microsoft true and accurate monthly
statements of Finished Product manufactured in each calendar month, on a
Software Title-by-Software Title basis and in sufficient satisfy Microsoft,
within fifteen (15) days after the end of the applicable month, and Microsoft
will have reasonable audit rights to examine the records of the Authorized
Replicator regarding the number of Finished Product Units manufactured;

          4.2.6 Microsoft will have the right to have included in the packaging
of Finished Product Units such marketing materials for Xbox and/or other Xbox
products or services as Microsoft may determine in its reasonable discretion.
Microsoft will be responsible for delivering to the Authorized Replicator all
such marketing materials as it desires to include with Finished Product Units,
and any incremental insertion costs relating to such marketing materials will be
borne by Microsoft;

          4.2.7 Microsoft does not guarantee any level of performance by its
Authorized Replicators, and Microsoft will have no liability to Licensee for any
Authorized Replicator's failure to perform its obligations under any applicable
agreement between Microsoft and such Authorized Replicator and/or between
Licensee and such Authorized Replicator;

[*]  Confidential portion omitted and filed separately with the Securities
     Exchange Commission


                                       8



          4.2.8 Prior to placing an order with a replicator/manufacturer for
Finished Product Units, Licensee shall confirm with Microsoft that such entity
is an Authorized Replicator; Microsoft will endeavor to keep an up-to-date list
of Authorized Replicators in the Xbox Guide. Licensee will not place any order
for Finished Product Units with any entity that is not at such time an
Authorized Replicator.

     4.3 APPROVAL OF NEW AUTHORIZED REPLICATOR. If Licensee requests that
Microsoft certify and approve a third party replicator that is not then an
Authorized Replicator, Microsoft will consider such request in good faith.
Licensee acknowledges and agrees that Microsoft may condition certification and
approval of such third party on the execution of an agreement in a form
satisfactory to Microsoft pursuant to which such third party agrees to strict
quality standards, non-disclosure requirements, license fees for use of
Microsoft intellectual property and trade secrets, and procedures to protect
Microsoft's intellectual property and trade secrets. Notwithstanding anything
contained herein, Licensee acknowledges that Microsoft is not required to
certify or approve any particular third party as an Authorized Replicator, and
that the certification and approval process may be time-consuming.

     4.4 SECURITY. Microsoft will have the right to add to the final release
version of the Software Title delivered by Licensee to Microsoft, and to all
Finished Product Units, such digital signature technology and other security
technology and copyright management information (collectively, "Security
Technology") as Microsoft may determine to be necessary, and/or Microsoft may
modify the signature included in any Security Technology included in the
Software Title by Licensee at Microsoft's direction. Additionally, Microsoft may
add Security Technology that prohibits the play of Software Titles on Xbox units
manufactured in a region or country different from the location of manufacture
of the respective Finished Product Units.


5. MARKETING, SALES AND SUPPORT

     5.1 LICENSEE RESPONSIBLE. As between Microsoft and Licensee, Licensee shall
be solely responsible for marketing and sales of the Software Title, and for
providing technical and all other support to the end users of the Finished
Product Units. Licensee will provide all end users of Software Titles contact
information (including without limitation Licensee's street address and
telephone number, and the applicable individual group responsible for customer
support). Such end user support will be consistent with the then-applicable
console game industry standards. Licensee acknowledges and agrees that Microsoft
will have no support responsibilities whatsoever to end users of the Software
Title or with respect to Finished Product Units.

     5.2 ART & MARKETING MATERIALS. In accordance with Section 2.1.6 above,
Licensee shall submit all Art & Marketing Materials to Microsoft, and Licensee
shall not distribute such Art & Marketing Materials unless and until Microsoft
has approved them in writing. Prior to publication of any Art & Marketing
Materials, Licensee agrees to incorporate all changes relating to use of the
Licensed Trademark that Microsoft may request, and will use its commercially
reasonable efforts to incorporate other change reasonably suggested by Microsoft
(provided, however, that Licensee shall at all times comply with the
requirements set forth in the Branding Specifications and/or the Xbox Guide).

                                       9



     5.3 WARRANTY. Licensee shall provide the original end user of any Finished
Product Unit a minimum ninety (90) day limited warranty that the Finished
Product Unit will perform in accordance with its user documentation or Licensee
will provide a replacement Finished Product Unit at no charge.

     5.4 RECALL. Notwithstanding anything to the contrary contained in this
Agreement (including without limitation Section 2.1.4), in the event of a
material defect in a Software Title and/or any Finished Product Units, which
defect in the reasonable judgment of Microsoft would significantly impair the
ability of an end user to play such Software Title or Finished Product Unit,
Microsoft may require Licensee to recall Finished Product Units and undertake
prompt repair or replacement of such Software Title and/or Finished Product
Units.

     5.5 SOFTWARE TITLE LICENSE. Subject to third party rights of which Licensee
shall have informed Microsoft in writing at the time of delivery of the
feature-complete version of the applicable Software Title, Licensee hereby
grants to Microsoft a fully-paid, royalty-free, non-exclusive license (i) to
publicly perform the Software Titles at conventions, events, trade shows, press
briefings, and the like; and (ii) to use the title of the Software Title, and
screen shots from the Software Title, in advertising and promotional material
relating to Xbox and related Microsoft products and services, as Microsoft may
reasonably deem appropriate.


6. PAYMENTS

     6.1 ROYALTIES. Licensee shall pay Microsoft royalties, on a Software
Title-by-Software Title basis, for each Finished Product Unit manufactured, in
accordance with the following table:

                        ****                           ****
                   **** ****-****                      ****
                                                       ****
                                                       ****

                   **** ****-****                      ****
                                                       ****
                                                       ****

                   **** ****-****                      ****
                                                       ****
                                                       ****

                   **** ****-****                      ****
                                                       ****
                                                       ****

[*]  Confidential portion omitted and filed separately with the Securities
     Exchange Commission


                                       10



Notwithstanding the foregoing, no royalties will be payable hereunder with
respect to any Demo Finished Product Units. For the purposes hereof, a "Demo
Finished Product Unit" will mean a Finished Product U nit that (i) contains only
a small portion of the applicable Software Title, (ii) is provided to end users
only to advertise or promote the applicable Software Title (although it may
include demonstration versions of other games for Xbox published by Licensee),
(iii) is manufactured in a number of units that has been approved in advance by
Microsoft, which approval Microsoft agrees not to unreasonably withhold, and
(iv) is distributed free or with a suggested retail price of not more than ****.

     6.2 ROYALTY PAYMENTS. Licensee shall have the option of paying the above
royalties in US Dollars, Japanese Yen or Euros, according to the terms of this
Section. By designating the appropriate box below, Licensee may choose to pay
royalties on either a "Worldwide" or "Regional" basis. Such designation shall be
binding throughout the term of this Agreement for all of Licensee's Software
Titles. If Licensee elects to pay' on a Worldwide basis, it shall pay royalties
in US Dollars regardless of where the Finished Product Units are distributed or
manufactured. If Licensee elects to pay on a Regional basis, it shall pay
royalties in US Dollars, Japanese Yen or Euros in accordance with the table set
forth in Section 6.1 but subject to the rest of this Section 6.2:

                  (i) If the Authorized Replicator manufacturing the Finished
Product Units is located in Japan, Singapore, Malaysia or Taiwan, Licensee shall
pay its royalty denominated in Japanese Yen for such Finished Product Units.

                  (ii) If the Authorized Replicator manufacturing the Finished
Product Units is located in a member country of the European Union, Licensee
shall pay its royalty denominated in Euros for such Finished Product Units.

                  (iii) If the Authorized Replicator manufacturing the Finished
Product Units is located in any other country or region of the world, Licensee
shall pay its royalty denominated in US Dollars for such Finished Product Units.

Notwithstanding the foregoing, in the event the conversion ratio for either Yen
or Euros to Dollars, as described in the US edition of the Wall Street Journal,
falls outside the foreign exchange trading range as set forth in the chart
below, for a period of time greater than 30 consecutive days, Microsoft may then
readjust the royalty amounts set forth in Section 6.1 for that currency. Such
readjustments shall be made in Microsoft's good faith discretion according to
its normal practices.





                                       11



                                           ****
                                     ****            ****
                               ****  ****            ****
                               ****  ****            ****

- ------------------
Check ONE box      [ ]               Worldwide       ________ (initials)
ONLY.              [ ]               Regional        ________ (initials)
- ------------------


     6.3 PAYMENT PROCESS. After its receipt from the applicable Authorized
Replicator(s) of each monthly statement of Finished Product Units manufactured,
Microsoft will invoice Licensee for the amount owed to Microsoft pursuant to
Section 6.1 above based upon the applicable statement. Licensee shall pay to
Microsoft the full amount invoiced within thirty (30) calendar days after the
date of the respective invoice. Payment will be made by wire transfer, in
immediately available funds, to an account, and in accordance with a reasonable
procedure, to be specified in writing by Microsoft.

     6.4 AUDIT. Licensee shall keep all usual and proper records related to its
performance (and any subcontractor's performance) under this Agreement,
including support for any cost borne by or income due to Microsoft, for a
minimum period of three (3) years from the date they are created. Such records,
books of account, and entries shall be kept in accordance with generally
accepted accounting principles. Microsoft reserves the right, upon **** hours'
notice, to audit Licensee's records and consult with Licensee's accountants for
the purpose of verifying Licensee's compliance with the terms of this Agreement
for a period of ****. Any such audit shall be made by Microsoft's internal audit
team or any Microsoft designee, and shall be conducted during regular business
hours at the Licensee's (or any applicable subcontractor's) offices. Any such
audit shall be paid for by Microsoft unless material discrepancies are
disclosed. "Material" shall mean **** of the royalties due Microsoft within the
audit period. If material discrepancies are disclosed, Licensee agrees to pay
Microsoft for the costs associated with the audit, as well as reimburse
Microsoft for all over-charged amounts, plus interest at a rate of **** per
annum.






[*]  Confidential portion omitted and filed separately with the Securities
     Exchange Commission





                                       12



6.5 TAXES.

          6.5.1 The royalties to be paid by Licensee to Microsoft herein do not
include any foreign, U.S. federal, state, local, municipal or other governmental
taxes, customs and other duties, levies, fees, excises, or tariffs, arising as a
result of or in connection with the transactions contemplated under this
Agreement including, without limitation, any state or local sales or use taxes
or consumption tax or any value added tax or business transfer tax now or
hereafter imposed on the provision of goods and services to Licensee by
Microsoft under this Agreement, regardless of whether the same are separately
stated by Microsoft (all such taxes and other charges being referred to herein
as "Taxes"). All Taxes (and any penalties, interest, or other additions to any
Taxes), with the exception of taxes imposed on Microsoft's net income or with
respect to Microsoft's property ownership, shall be the financial responsibility
of Licensee. Licensee agrees to indemnify, defend and hold Microsoft harmless
from any such Taxes or claims, causes of action, costs (including, without
limitation, reasonably attorneys' fees) and any other liabilities of any nature
whatsoever related to such Taxes.

          6.5.2 Licensee will pay all applicable value added, sales and use
taxes and other taxes levied on it by a duly constituted and authorized taxing
authority on the XDKs or any transaction related thereto in each country in
which the services and/or property are being provided or in which the
transactions contemplated hereunder are otherwise subject to tax, regardless of
the method of delivery. Any taxes that are owed by Licensee, (i) as a result of
entering into this Agreement and the payment of the fees hereunder, (ii) are
required or permitted to be collected from Licensee by Microsoft under
applicable law, and (iii) are based upon the amounts payable under this
Agreement (such taxes described in (i), (ii) and (iii) above the "Collected
Taxes"), shall be remitted by Licensee to Microsoft, whereupon, upon request,
Microsoft shall provide to Licensee tax receipts or other evidence indicating
that such Collected Taxes have been collected by Microsoft and remitted to the
appropriate taxing authority. Licensee may provide to Microsoft an exemption
certificate acceptable to Microsoft and to the relevant taxing authority
(including without limitation a resale certificate) in which case, after the
date upon which such certificate is received in proper form, Microsoft shall not
collect the taxes covered by such certificate.

          6.5.3 If, after a determination by foreign tax authorities, any taxes
are required to be withheld, on payments made by Licensee to Microsoft, Licensee
may deduct such taxes from the amount owed Microsoft and pay them to the
appropriate taxing authority; provided however, that Licensee shall promptly
secure and deliver to Microsoft an official receipt for any such taxes withheld
or other documents necessary to enable Microsoft to claim a U.S. Foreign Tax
Credit. Licensee will make certain that any taxes withheld are minimized to the
extent possible under applicable law.

          6.5.4 This tax Section 6.5 shall govern the treatment of all taxes
arising as a result of or in connection with this Agreement notwithstanding any
other section of this Agreement.


                                       13



7. NON-DISCLOSURE; ANNOUNCEMENTS

     7.1 NON-DISCLOSURE AGREEMENT. The information, materials and software
exchanged by the parties hereunder or under an XDK License, including the terms
and conditions hereof and of the XDK License, shall be subject to the
Non-Disclosure Agreement between the parties attached hereto and incorporated
herein by reference as Exhibit D.

     7.2 PUBLIC ANNOUNCEMENTS. The parties contemplate that they will coordinate
the issuance of initial press releases, or a joint press release, announcing the
relationship established by the execution of this Agreement. However, neither
party shall issue any such press release or make any such public announcement(s)
without the express prior consent of the other party, which consent will not be
unreasonably withheld or delayed. Furthermore, the parties agree to use their
commercially reasonable efforts to coordinate in the same manner any subsequent
press releases and public announcements relating to their relationship hereunder
prior to the issuance of the same. Nothing contained in this Section 7.2 will
relieve Licensee of any other obligations it may have under this Agreement,
including without limitation its obligations to seek and obtain Microsoft
approval of Art & Marketing Materials.

     7.3 REQUIRED PUBLIC FILINGS. Notwithstanding Sections 7.1 and 7.2, the
parties acknowledge that this Agreement, or portions thereof, may be required
under applicable law to be disclosed, as part an exhibit to a party's required
public disclosure documents. If either party is advised by its legal counsel
that such disclosure is required, it will notify the other in writing and the
parties will jointly seek confidential treatment of this Agreement to the
maximum extent reasonably possible, in documents approved by both parties and
filed with the applicable governmental' or regulatory authorities, and/or
Microsoft will prepare a redacted version of this Agreement for filing.


8. TERM AND TERMINATION

     8.1 TERM. The term of this Agreement shall commence on the Effective Date
and unless terminated earlier as provided herein, shall continue until ****.

     8.2 TERMINATION FOR BREACH. In the-event either party shall materially fail
to perform or comply with this Agreement or any provision thereof, and fail to
remedy the default within fifteen (15) days) after the receipt of notice to that
effect, then the other party shall have the right, at its sole option and upon
written notice to the defaulting party, to terminate this Agreement upon written
notice. Any notice of default hereunder shall be prominently labeled "NOTICE OF
DEFAULT"; provided, however, that if the default is of Section 3 or 7.1 above,
or an XDK License, then the non-defaulting party may terminate this Agreement
immediately upon written notice, without being obligated to provide a
fifteen-day cure period. The rights and remedies provided in this Section shall
not be exclusive and are in addition to any other rights and remedies provided
by law or this Agreement. If the uncured default is related to a particular
Software Title, then the party not in default will have the right, in its
discretion, to terminate this Agreement in its entirety or with respect to the
applicable Software Title.

[*]  Confidential portion omitted and filed separately with the Securities
     Exchange Commission


                                       14


     8.3 TERMINATION FOR CREATIVE REASONS. In the event that Microsoft
determines, at any time prior to the Commercial Release of a Software Title,
that such Software Title does not comply with the requirements set forth in the
Xbox Guide, then Microsoft will have the right to terminate this Agreement,
without cost or penalty, upon written notice to Licensee solely with respect to
such Software Title, in Microsoft's sole discretion and notwithstanding any
prior approvals given by Microsoft pursuant to Section 2 above.

     8.4 EFFECT OF TERMINATION; SELL-OFF RIGHTS. Upon termination or expiration
of this Agreement, Licensee shall have no further right to exercise the rights
licensed hereunder or otherwise acquired in relation to this Agreement and shall
promptly return any and all copies of the, Licensed Trademarks. Licensee shall
have a period of **** following expiration of this Agreement, or termination for
a reason other than Licensee's breach, to self-off its inventory of Finished
Product Units existing as of the date of termination or expiration, after which
sell-off period Licensee immediately shall destroy all Finished Product Units
then in its possession or under its control. All of Licensee's obligations under
this Agreement shall continue to apply during such **** sell-off period. If this
Agreement is terminated due to Licensee's breach, Licensee shall immediately
destroy all Finished Product Units not yet distributed to Licensee's
distributors, dealers and/or end users. If requested by Microsoft in writing,
Licensee will deliver to Microsoft the written certification by an officer of
Licensee confirming the destruction of Finished Product Units required
hereunder.

     8.5 SURVIVAL. The following provisions shall survive termination of this
Agreement: I, 3.6, 5.1,5.3,5.4,6,7,8.4,8.5,9,10,11 and 12.


9. WARRANTIES

     9.1 LICENSEE. Licensee warrants and represents that:

          9.1.1 It has the full power to enter into this Agreement;

          9.1.2 It has not previously and will not grant any rights to any third
party that are inconsistent with the rights granted to Microsoft herein; and

          9.1.3 The Software Title, Finished Product Units, Art & Marketing
Materials (excluding those portions that consist of the Licensed Material,
Licensed Trademarks, and redistributable components of the so-called "XDK" in
the form as delivered to Licensee by Microsoft pursuant to an Xbox License) do
not and will not infringe upon or misappropriate any third party trade secrets,
copyright, trademarks, patents, publicity, privacy or other proprietary rights.

     9.2 MICROSOFT. Microsoft warrants and represents that:

          9.2.1 It has the full power to enter into this Agreement; and



[*]  Confidential portion omitted and filed separately with the Securities
     Exchange Commission


                                       15


          9.2.2 It has not previously and will not grant any rights to any third
party that are inconsistent with the rights granted to Licensee herein.

     9.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 9, MICROSOFT
PROVIDES ALL MATERIALS (INCLUDING WITHOUT LIMITATION THE SECURITY TECHNOLOGY)
AND SERVICES HEREUNDER ON AN "AS IS" BASIS, AND MICROSOFT DISCLAIMS ALL OTHER
WARRANTIES UNDER THE APPLICABLE LA WS OF ANY COUNTRY, EXPRESS OR IMPLIED,
REGARDING THE MATERIALS AND SERVICES IT PROVIDES HEREUNDER, INCLUDING ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
WARRANTY OF FREEDOM FROM COMPUTER VIRUSES. WITHOUT LIMITATION, MICROSOFT
PROVIDES NO WARRANTY OF NONINFRINGEMENT.

     9.4 LIMITATION OF LIABILITY. THE MAXIMUM LIABILITY OF MICROSOFT TO LICENSEE
OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT SHALL BE THE ****. FURTHERMORE,
UNDER NO CIRCUMSTANCES SHALL MICROSOFT BE LIABLE TO LICENSEE FOR ANY DAMAGES
WHATSOEVER WITH RESPECT TO ANY CLAIMS RELATING TO THE SECURITY TECHNOLOGY AND/OR
ITS AFFECT ON ANY SOFTWARE TITLE.


10. INDEMNITY

     10.1 INDEMNIFICATION. A claim for which indemnity may be sought hereunder
shall be referred to as a "Claim."

          10.1.1 MUTUAL INDEMNIFICATION. Each party hereby agrees to indemnify,
defend, and hold the other party harmless from any and all claims, demands,
costs, liabilities, losses, expenses and damages (including reasonable
attorneys' fees, costs, and expert witnesses' fees) arising out of or in
connection with any claim that, taking the claimant's allegations to be true,
would result in a breach by the indemnifying party of any of its warranties and
covenants set forth in Section 9.

          10.1.2 ADDITIONAL LICENSEE INDEMNIFICATION OBLIGATION. Licensee
further agrees to indemnify, defend, and hold Microsoft harmless from any and
all claims, demands, costs, liabilities, losses, expenses and damages (including
reasonable attorneys' fees, costs, and expert witnesses' fees) arising out of or
in connection with any claim regarding any Software Title or Finished Product
Unit, including without limitation any claim relating to quality, performance,
safety or conformance with the Certification Requirements, or arising out of
Licensee's use of the Licensed Trademarks in breach of this Agreement.




[*]  Confidential portion omitted and filed separately with the Securities
     Exchange Commission


                                       16


     10.2 NOTICE AND ASSISTANCE. The indemnified party shall: (i) provide the
indemnifying party reasonably prompt notice in writing of any Claim and permit
the indemnifying party to answer and defend such Claim through counsel chosen
and paid by the indemnifying party; and (ii) provide information., assistance
and authority to help the indemnifying party defend such Claim. The indemnified
party may participate in the defense of any Claim at its own expense. The
indemnifying party will not be responsible for any settlement made by the
indemnified party without the indemnifying party's written permission., which
will not be unreasonably withheld or delayed. In the event the indemnifying
party and the indemnified party agree to settle a Claim, the indemnified party
agrees not to publicize the settlement without first obtaining the indemnifying
party's written permission.

     10.3 INSURANCE. Prior to distribution of any Software Title, Licensee at
its sole cost and expense shall have endorsed Microsoft as an additional insured
on Licensee's media perils errors and omissions liability policy for claims
arising in connection with production, development and distribution of each
Software Title in an amount no less than **** per occurrence or per incident
basis. Coverage provided to Microsoft: under the policy shall be primary to and
not contributory with any insurance maintained by Microsoft:. Upon request,
Licensee agrees to furnish copies of the additional insured endorsement and/or a
certificate of insurance evidencing compliance with this requirement.


11. PROTECTION OF PROPRIETARY RIGHTS

     11.1 MICROSOFT INTELLECTUAL PROPERTY. In the event Licensee learns of any
infringement or imitation of the Licensed Trademarks, the Software Title or the
Finished Product Units, or the proprietary rights in or related to any of them,
it will promptly notify Microsoft thereof. Microsoft may take such action as it
deems advisable for the protection of its rights in and to such proprietary
rights, and Licensee shall, if requested by Microsoft, cooperate in all
reasonable respects therein at Microsoft's expense. In no event, however, shall
Microsoft be required to take any action if it deems it inadvisable to do so.
Microsoft will have the right to retain all proceeds it may derive from any
recovery in connection with such actions.

     11.2 LICENSEE INTELLECTUAL PROPERTY. Licensee, without the express written
permission of Microsoft, may bring any action or proceeding relating to this
infr~'1gemer.t or potential infringement, to the extent such infringement
involves any proprietary rights of Licensee (provided that Licensee will not
have the right to bring any such action or proceeding involving Microsoft's
intellectual property). Licensee shall make reasonable efforts to inform
Microsoft regarding such actions in a timely manner. Licensee will have the
right to retain all proceeds it may derive from any recovery in connection with
such actions. Licensee agrees to use all commercially reasonable efforts to
protect and enforce its proprietary rights in the Software Title.



[*]  Confidential portion omitted and filed separately with the Securities
     Exchange Commission

                                       17


     11.3 JOINT ACTIONS. Licensee and Microsoft may agree to jointly pursue
cases of infringement involving the Software Titles (since such products will
contain intellectual property owned by each of them). Unless the parties
otherwise agree, or unless the recovery is expressly allocated between them by
the court (in which case the terms of Sections 11.1 and 11.2 will apply), in the
event Licensee and Microsoft jointly prosecute an infringement lawsuit under
this provision, any recovery shall be used first to reimburse Licensee and
Microsoft for their respective reasonable attorneys' fees and expenses, pro
rata, and any remaining recovery shall also be given to Licensee and Microsoft
pro rata based upon the fees and expenses incurred in bringing such action.


12. GENERAL

     12.1 GOVERNING LAW; VENUE; ATTORNEYS FEES. This agreement shall be
construed and controlled by the laws of the State of Washington, U.S.A., and
Licensee consents to exclusive jurisdiction and venue in the federal courts
sitting in King County, Washington, U.S.A., unless no federal jurisdiction
exists, in which case Licensee consents to exclusive jurisdiction and venue in
the Superior Court of King County, Washington, U.S.A. Licensee waives all
defenses of lack of personal jurisdiction and forum non conveniens. Process may
be served on either party in the manner authorized by applicable law or court
rule. If either party employs attorneys to enforce any rights arising out of or
relating to this Agreement, the prevailing party shall be entitled to recover
its reasonable attorneys' fees, costs and other expenses. This choice of
jurisdiction provision does not prevent Microsoft from seeking injunctive relief
with respect to a violation of intellectual property rights or confidentiality
obligations in any appropriate jurisdiction.

     12.2 NOTICES; REQUESTS. All notices and requests in connection with .this
Agreement shall be deemed given as of the day they are (i) deposited in the U.S.
mails, postage prepaid, certified or registered, return receipt requested; or
(ii) sent by overnight courier, charges prepaid., with a confirming fax; and
addressed as follows:

Licensee:         Majesco/PipeDream
                  160 Raritan Center Parkway
                  Edison, NJ 08837

Attention:
                  Director of Game Development
Fax:              (732) 225-8910
Phone:            (732) 225-5451

Microsoft:        MICROSOFT CORPORATION
                  One Microsoft Way
                  Redmond, W A 98052-6399

Attention:

with a cc to:     MICROSOFT CORPORATION
                  One Microsoft Way



                                       18



                  Redmond, W A 98052-6399

Attention:        Law & Corporate Affairs Department
                  Product Development & Marketing
Fax:              (425) 936-7329

or to such other address as the party to receive the notice or request so
designates by written notice to the other.

     12.3 ASSIGNMENT. Licensee may not assign this Agreement or any portion
thereof, to any third party unless Microsoft expressly consents to such
assignment in writing. Microsoft will have the right to assign this Agreement
and/or any portion thereof as Microsoft may deem appropriate. For the purposes
of this Agreement, a merger, consolidation, or other corporate reorganization,
or a. transfer or sale of a controlling interest in a party's stock, or of all
or substantially all of its assets shall be deemed to be an assignment. This
Agreement will inure to the benefit of and be binding upon the parties, their
successors, administrators, heirs, and permitted assigns.

     12.4 NO PARTNERSHIP. Microsoft and Licensee are entering into a license
pursuant to this Agreement and nothing in this Agreement shall be construed as
creating an employer-employee relationship, a partnership, or a joint venture
between the parties.

     12.5 SEVERABILITY. In the event that any provision of this Agreement is
found invalid or unenforceable pursuant to judicial decree or decision, the
remainder of this Agreement shall remain valid and enforceable according to its
terms. The parties intend that the provisions of this Agreement be enforced to
the fullest extent permitted by applicable law. Accordingly, the parties agree
that if any provisions are deemed not enforceable, they shall be deemed modified
to the extent necessary to make them enforceable.

     12.6 INJUNCTIVE RELIEF. The parties agree that Licensee's threatened or
actual unauthorized use of the Licensed Trademarks whether in whole or in part,
may result in immediate and irreparable damage to Microsoft for which there is
no adequate remedy at law, and that either party's threatened or actual breach
of the confidentiality provisions may cause like damage to the nonbreaching
party, and in such event the nonbreaching party shall be entitled to appropriate
injunctive relief, without the necessity of posting bond or other security.

     12.7 ENTIRE AGREEMENT; MODIFICATION; NO OFFER. The parties hereto agree
that this Agreement (including all Exhibits hereto, and the Microsoft
Non-Disclosure Agreement to the extent incorporated herein) and the Xbox Guide
(as applicable from time to time) constitute the entire agreement between the
parties with respect to the subject matter hereof and merges all prior and
contemporaneous communications. It shall not be modified except by a written
agreement dated subsequent hereto signed on behalf of Licensee and Microsoft by
their duly authorized representatives. Neither this Agreement nor any written or
oral statements related hereto constitute an offer, and this Agreement shall not
be legally binding until executed by both parties hereto.


                                       19


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the Effective Date on the dates indicated below.


MICROSOFT CORPORATION                      MAJESCO/PIPEDREAM


- ------------------------------------       ------------------------------------
By (sign)                                  By (sign)


- ------------------------------------       ------------------------------------
Name (print)                               Name (print)


- ------------------------------------       ------------------------------------
Title                                      Title


- ------------------------------------       ------------------------------------
Date                                       Date














                                       20



                                   EXHIBIT A-I
                          DESCRIPTION OF SOFTWARE TITLE





















                                       21



                                    EXHIBIT B
                               LICENSED TRADEMARKS


                            [insert Xbox design here)




















                                       22



                                    EXHIBIT C
                             BRANDING SPECIFICATIONS


The following guidelines apply whenever Licensee places a copy of any Licensed
Trademark on the Software Title, or related collateral materials.

     o   Licensee may use the Licensed Trademarks solely on the retail box,
         documentation, and Art & Marketing Materials for the Software Title,
         and in no other manner.

     o   Licensee's name, logo, or trademark must appear on any materials where
         the Licensed Trademarks are used, and must be larger and more prominent
         than the Licensed Trademarks.

     o   The Licensed Trademarks may not be used in any manner that expresses or
         might imply Microsoft's affiliation, sponsorship, endorsement,
         certification., or approval, other than as contemplated by this
         Agreement.

     o   The Licensed Trademarks may not be included in any non-Microsoft trade
         name, business name, domain name, product or service name, logo, trade
         dress, design, slogan, or other trademark.

     o   Licensee may use the Licensed Trademarks only as provided by Microsoft
         electronically or in hard copy form. Except for size subject to the
         restrictions herein, the Licensed Trademarks may not be altered in any
         manner, including proportions, colors, elements, etc., or animated,
         morphed, or otherwise distorted in perspective or dimensional
         appearance.

     o   The Licensed Trademarks may not be combined with any other symbols,
         including words, logos, icons, graphics, photos, slogans, numbers, or
         other design elements.

     o   The Licensed Trademarks (including but not limited to Microsoft's
         logos, logotypes, trade dress, and other elements of product packaging
         and web sites) may not be imitated.

     o   The Licensed Trademarks may not be used as a design feature in any
         materials.

     o   The Licensed Trademarks must stand alone. A minimum amount of empty
         space must surround the Licensed Trademarks separating it from any
         other object, such as type, photography, borders, edges, and so on. The
         required area of empty space around the Licensed Trademarks must be
         l/2x, where x equals the height of the Licensed Trademarks.

     o   Each use of the Licensed Trademarks must include the notice: "Xbox is a
         trademark of Microsoft Corporation in the United States and/or other
         countries and is used under license from Microsoft".

Additional guidelines for proper use of the "Xbox" word mark:


                                       23


     o   Use the trademark symbol ("TM") at the upper right comer or baseline
         immediately following the name "Xbox". This symbol should be used at
         the first or most prominent mention. Please be sure to spell Xbox as
         one word, with no hyphen and with no space between "X" and "box".

     o   Include the following notice on materials referencing Xbox;

                  "Xbox is a trademark of Microsoft Corporation."

     o   Trademarks identify a company's goods or services. Xbox is not a
         generic thing, but rather a brand of game system from Microsoft. A
         trademark is a proper adjective that modifies the generic name or
         descriptor of a product or service. The descriptor for Xbox is "game
         system," i.e., "Xbox(TM) game system." Use the descriptor immediately
         after mention of Xbox". You should not combine the Xbox trademark with
         an improper generic name or descriptor. For example, game programs
         designed to run on the Xbox game system are not "Xbox games," but
         rather "games for the Xbox system" or "Xbox certified games."

     o   The Xbox trademark may never be abbreviated. Do not use "X" by itself
         to represent "Xbox."











                                       24




                                    EXHIBIT D
                            NON-DISCLOSURE AGREEMENT


























                                       25

EX-10.2

                                AMENDMENT TO THE
                     XBOX(TM) PUBLISHER LICENSING AGREEMENT
         (TIERED ROYALTY RATE STRUCTURE AND XBOX PLATINUM HITS PROGRAM)



This Amendment ("Amendment") is entered into and effective as of January 31,
2003 (the "Effective Date") by and between MICROSOFT LICENSING, GP, a Nevada
general partnership ("Microsoft"), and ____________________________________
("Licensee"), and supplements the Xbox(TM) Publisher License Agreement betweEN
the parties dated as of _________ ("PLA"), and as previously amended.


                                    RECITALS

     A. Whereas, Microsoft and its affiliated companies develop and license a
computer game system, known as the Xbox(TM) game system; and

     B. Whereas, Licensee is an experienced publisher of software products and
is developing and publishing one or more software products to run on the
Xbox(TM) game system pursuant to the parties' PLA; and

     C. Whereas, the parties wish to amend the royalty rates set forth in the
PLA in order to provide a more flexible worldwide royalty scale for Licensee's
Xbox games.

Accordingly, for and in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, receipt of
which each party hereby acknowledges, Microsoft and Licensee agree as follows:


I. DEFINITIONS; INTERPRETATION

     a. Except as expressly provided otherwise in this Amendment, capitalized
terms shall have the same meanings ascribed to them in the PLA.

     b. The terms of the PLA are incorporated by reference, and except and to
the extent expressly modified by this Amendment or any previous amendments, the
PLA shall remain in full force and effect and is hereby ratified and confirmed.
The parties acknowledge that except as expressly set forth herein, this
Amendment supersedes any prior amendments to the PLA related to manufactured
Finished Product Unit ("FPU") royalty rates and payments.

     c. "EUROPEAN SALES TERRITORY" means for purposes of this Amendment the
Territory comprising Europe, Australia and New Zealand, and any other countries
which may be added by Microsoft at any time and from time to time following the
date of this Amendment, as such additions shall be set forth in the Xbox Guide.

     d. "NORTH AMERICAN SALES TERRITORY" means for purposes of this Amendment
the Territory comprising the United States, Canada and Mexico, and any other
countries which may be added by Microsoft at any time and from time to time
following the date of this Amendment, as such additions shall be set forth in
the Xbox Guide.

     e. "ASIAN SALES TERRITORY EXCLUDING JAPAN" means for purposes of this
Amendment the Territory comprising Taiwan, Hong Kong, Singapore and Korea, and
any other countries which may be added by Microsoft at any time and from time to
time following the date of this Amendment, as such additions shall be set forth
in the Xbox Guide.

     f. "JAPAN SALES TERRITORY" means for purposes of this Amendment the country
of Japan and any other countries which may be added by Microsoft at any time and
from time to time following the date of this Amendment, as such additions shall
be set forth in the Xbox Guide.

     g. "STANDARD FPU" means an FPU of a Software Title which is not a Platinum
FPU. The Commercial Release of a Software Title may only consist of Standard
FPUs.

     h. "PLATINUM FPU" means an FPU of a Platinum Software Title, as such term
is further defined in Section [7].1.6 of this Amendment.




     i. "RELEASE TO MANUFACTURE" means the date when both parties (i.e.,
Microsoft and Licensee) have authorized the Authorized Replicator in a specific
Manufacturing Region to begin replication of Standard and/or Platinum FPUs for
distribution to a specified Sales Territory.

     j. "BASE ROYALTY" means the licensing fee to be paid to Microsoft that is
based on a combination of: I. the Wholesale Price (for North America and Europe)
or the Suggested Retail Price (for Japan) of an FPU; II. the Manufacturing
Region (as defined in Section [7].1.4.1 of the Agreement, as restated below);
and III. the Sales Territory (as defined in Section [7].1.4.1 of the Agreement,
as restated below).

Base Royalty is further defined in Section [7].1.4.1.

     k. "WHOLESALE PRICE" means the highest per unit price which Licensee
intends to charge retailers and/or distributors in bona fide third party
transactions for the right to license the Software Title for resale, it being
agreed that (i) any transactions involving affiliates of Licensee (entities
controlling, controlled by or under common control of, Licensee) shall not be
considering in determining Wholesale Price hereunder; (ii) if Licensee enters
into an agreement with a third party providing the third party with the
exclusive right to distribute the Software Title in a Sales Territory, the
Wholesale Price shall be governed by the price charged by the third party rather
than the terms of the exclusive distribution agreement between Licensee and such
third party; and (iii) if the Wholesale Price varies among countries in a single
Sales Territory, the highest Wholesale Price for the Territory shall be used to
determine the Base Royalty for the entire Sales Territory.


II. REVISED ROYALTY RATES. The section of the PLA entitled "Royalties" (which
may be either Section 6.1 or 7.1 of Licensee's PLA) is amended and restated in
its entirety to read as follows:

     [7].1 ROYALTIES.

          [7].1.1 ROYALTY PAYMENTS. In accordance with the terms of this Section
[7], Licensee shall have the option of paying the Standard FPU royalties in US
Dollars, Japanese Yen or Euros. Licensee shall exercise its option by
completing, signing and returning to Microsoft the Xbox Publisher Royalty
Selection Form annexed as Exhibit 1 hereto, and designating the appropriate box
thereby selecting to pay royalties on either a "Worldwide" or "Regional" basis,
it being agreed that, if Licensee does not complete and return the Royalty
Selection Form within ***** following the Effective Date of this Amendment, then
the Regional or Worldwide option that Licensee designated prior to the Effective
Date of this Amendment shall remain in effect. The royalty selection designation
shall be binding throughout the Term of this Agreement for all of Licensee's
Software Titles. If Licensee elects to pay on a Worldwide basis, it shall pay
royalties in US Dollars regardless of where the Standard FPUs are distributed or
manufactured. If Licensee elects to pay on a Regional basis, it shall pay
royalties in US Dollars, Japanese Yen or Euros in accordance with the table set
forth in this Section [7].1 ("Royalty Table") and the following provisions.

               (a) If Licensee has chosen regional billing and the Authorized
Replicator manufacturing the Standard FPUs is located in Japan, Singapore,
Malaysia or Taiwan, Licensee shall pay its royalty denominated in Japanese Yen
as set forth in the Royalty Table for such Standard FPUs.

               (b) If Licensee has chosen regional billing and the Authorized
Replicator manufacturing the Standard FPUs is located within Europe, Licensee
shall pay its royalty denominated in Euros as set forth in the Royalty Table for
such Standard FPUs.

               (c) If Licensee has chosen regional billing and the Authorized
Replicator manufacturing the Standard FPUs is located in any other country or
region of the world, Licensee shall pay its royalty denominated in US Dollars as
set forth in the Royalty Table for such Standard FPUs.

          [7].1.2 Notwithstanding the foregoing, in the event the conversion
ratio for either Yen or Euros to Dollars, as described by the Reuters news
service as set forth on "Reuters.com" (as of 4:00 p.m. London, England time),
falls outside the foreign exchange trading range as set forth in the chart
below, for a period of time greater than thirty (30) consecutive days, Microsoft
may then, in its good faith discretion and according to its normal practices,
readjust the royalty amounts set


- ----------
*    Confidential portion omitted and filed separately with the Securities
     Exchange Commission.


                                       2



forth in the Royalty Table for that currency. Microsoft shall provide Licensee
with notice of any such changes in the royalty amounts.

                                       ****(*)
                         ****     ****          ****
                         ****     ****          ****
                         ****     ****          ****

          [7].1.3 RELEASE TO MANUFACTURE WITHIN **** OF RECEIPT OF EXECUTED
AMENDMENT. With respect to the specific Sales Territories in which Software
Titles Release to Manufacture prior to or within **** after the date that
Microsoft receives executed copies of this Amendment from Licensee ("Execution
Date"), Licensee shall pay Microsoft nonrefundable royalties, on a Software
Title-by-Software Title basis, for each Standard FPU manufactured during the
Term of this Agreement, in accordance with the following table:

                              ****      ****
                              ****      ****
                              ****      ****
                              ****      ****
                              ****      ****
                              ****      ****

Notwithstanding the foregoing, no royalties will be payable hereunder with
respect to any Demo Versions.

          [7].1.4 RELEASE TO MANUFACTURE **** AFTER RECEIPT OF EXECUTED
AMENDMENT

               [7].1.4.1 BASE ROYALTIES. With respect to the specific Sales
          Territories in which Software Titles Release to Manufacture at least
          **** after the Execution Date, Licensee shall pay Microsoft
          nonrefundable Base Royalties, on a Software Title-by-Software Title
          basis, for each Standard FPU manufactured during the Term of this
          Agreement, in accordance with the Base Royalty tables set forth in
          this Section [7].1.4 and the "Unit Discount" table set forth in
          Section [7].1.5. If Licensee has chosen the Worldwide billing option,
          (i) the applicable Base Royalty for Standard FPUs for Software Titles
          intended for sale in the European and North American Sales Territories
          shall be determined by the Wholesale Price of the Software Title, and
          for Software Titles intended for sale in the Japan Sales Territory,
          the Base Royalty shall be determined by the Suggested Retail Price;
          and (ii) the Base Royalty shall always be payable in United States
          Dollars. If Licensee has chosen the Regional billing option, the
          applicable Base Royalty for Standard FPUs for Software Titles intended
          for sale in the European, Japan and North American Sales Territories
          shall be determined by: (x) the Wholesale Price of the Software Title
          (for Japan, the Suggested Retail Price); (y) the Territory in which
          the Standard FPUs are manufactured (the "Manufacturing Region"); and
          (z) the Territory in which Licensee intends to sell the Standard FPUs
          (the "Sales Territory"). In addition, if Licensee has chosen the
          Regional billing option, the applicable currency for payment of the
          Base Royalty shall be solely determined by the Manufacturing Region of
          the applicable FPUs. The applicable Base Royalty for Standard FPUs for
          Software Titles intended for sale in the Asian Sales Territory
          Excluding Japan shall be, until further notice from Microsoft,
          determined solely by the Manufacturing Region. Base Royalties per
          Sales Territory for both the Worldwide and Regional billing options
          are set forth in the following tables:





  ****                                                                   ****                     ****          ****
  ****               ****             ****                ****               ****                 ****
  ---------------------------------------------------------------------------------------------------------------------------
  ****               ****             ****                ****               ****                 ****
  ****               ****             ****                ****               ****                 ****
  ---------------------------------------------------------------------------------------------------------------------------
  ****               ****             ****                ****               ****                 ****
  ---------------------------------------------------------------------------------------------------------------------------
  ****               ****             ****                ****               ****                 ****
  ---------------------------------------------------------------------------------------------------------------------------
  ****               ****             ****                ****               ****                 ****
  ---------------------------------------------------------------------------------------------------------------------------
  ****               ****             ****                ****               ****                 ****


- ----------
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     Exchange Commission.


                                       3






  ****(*)                                                 ****               ****                 ****
  ****               ****             ****                ****               ****                 ****
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  ****               ****             ****                ****               ****                 ****
  ****               ****             ****                ****               ****                 ****
  ****                                                    ****               ****                 ****
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  ****               ****             ****                ****               ****                 ****
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  ****               ****             ****                ****               ****                 ****
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  ****               ****             ****                ****               ****                 ****
  ****                                                    ****               ****                 ****
  ****                               ****                        ****                          ****                   ****
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  ****                               ****                        ****                          ****                   ****
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  ****                               ****                        ****                          ****                   ****
  ---------------------------------------------------------------------------------------------------------------------------


               [7].1.4.2 DETERMINATION OF BASE ROYALTY TIER. Regardless of
          whether Licensee has chosen the Worldwide or Regional billing option,
          in order for the appropriate royalty tier to be applied to Licensee's
          Standard FPUs, Licensee shall submit a completed and signed Royalty
          Tier Selection Form in the form attached hereto as Exhibit 2 for each
          Software Title's Sales Territory to Microsoft no later than **** prior
          to the date of Licensee's first submission to Microsoft of the final
          release version of such Software Title for certification in each Sales
          Territory. Notwithstanding the foregoing, if Licensee chooses not to
          reveal a Software Title's Wholesale Price range (or, in the case of
          the Japan Territory, Suggested Retail Price range), it shall have no
          obligation to submit a Royalty Tier Selection Form; provided, however,
          that in such case, (i) the Base Royalty for such Software Title shall
          be the Tier 1 rate for such Software Title, regardless of the actual
          Wholesale (or Suggested Retail) Price; and (ii) unless notified
          otherwise by Licensee in writing, the Sales territory for any FPUs for
          the Software Title shall be deemed to be the same as the Manufacturing
          Region for such FPUs. Additionally, if Licensee, for any other reason,
          fails to submit a Royalty Tier Selection Form for a Software Title
          within the time frame specified above, (a) the Base Royalty will
          automatically default to the applicable Tier 1 rate, regardless of the
          actual Wholesale (or Suggested Retail) Price; and (b) unless notified
          otherwise by Licensee in writing, the Sales territory for any FPUs for
          the Software Title shall be deemed to be the same as the Manufacturing
          Region for such FPUs. Following the selection of a Base Royalty by
          Licensee in accordance with this Section for a Software Title in a
          Sales Territory, such Base Royalty shall be binding with respect to
          such Software Title in such Sales Territory, even if the Wholesale (or
          Suggested Retail) Price is reduced following the Software Title's
          Commercial Release in such Sales Territory. Notwithstanding the
          foregoing, no royalties will be payable hereunder with respect to any
          Demo Versions.

          [7].1.5 UNIT DISCOUNTS. Regardless of whether Licensee has chosen the
     Worldwide or Regional Billing option, Licensee shall be eligible for a
     discount (a "Unit Discount") on the applicable Base Royalty based on the
     aggregate number of Standard FPUs that have been manufactured for sale in
     each Sales Territory, regardless of Manufacturing Region. The discount will
     be rounded up to the nearest Cent, Yen or hundreth of a Euro. The


- ----------
*    Confidential portion omitted and filed separately with the Securities
     Exchange Commission.


                                       4



     discount schedule will be updated and revised ****(*). The following discount
     grid is the first of such discount schedules and will be effective
     immediately but only for Software Titles that Commercially Release on or
     after ****.




  ---------------------------------------------------------------------------------------------------------------------------
            ****             ****                   ****                     ****                   ****
  ---------------------------------------------------------------------------------------------------------------------------
            ****             ****                   ****                     ****                   ****
  ---------------------------------------------------------------------------------------------------------------------------
            ****             ****                   ****                     ****                   ****
  ---------------------------------------------------------------------------------------------------------------------------
            ****             ****                   ****                     ****                   ****
  ---------------------------------------------------------------------------------------------------------------------------
            ****             ****                   ****                     ****                   ****
  ---------------------------------------------------------------------------------------------------------------------------
            ****             ****                   ****                     ****                   ****
  ---------------------------------------------------------------------------------------------------------------------------


     * Until further notice from Microsoft, Standard FPUs manufactured for sale
     in the Asian Sales Territory Excluding Japan shall be aggregated with the
     Standard FPUs manufactured for sale in the North American Sales Territory
     for purposes of determining the Unit Discount for both the North American
     Sales Territory and the Asian Sales Territory Excluding Japan. For example,
     if **** Standard FPUs of Software Title A are manufactured for sale in the
     Asian Sales Territory Excluding Japan, and **** Standard FPUs of Software
     Title A are manufactured for sale in the North American Sales Territory,
     then the **** Unit Discount shall apply to all future Standard FPUs
     manufactured for sale in either respective Sales Territory.

     For purposes of the following examples, it is assumed that Licensee has
     chosen the Regional billing option and has properly selected the applicable
     Base Royalty in accordance with the provisions of this Section.

     EXAMPLE 1: Licensee manufactures a Software Title in the North American
     Manufacturing Region for sale in the North American Sales Territory with a
     wholesale price between **** and with an initial order quantity of ****
     Standard FPUs. Licensee manufactures the same Software Title in the
     European Manufacturing Region for sale in the European Sales Territory with
     a wholesale price between **** and with an initial order quantity of ****
     Standard FPUs. The actual applied royalty rates for this Software Title
     would be:

          i.   For North American Sales Territory:

               a.   ****

               b.   ****

          ii.  For European Sales Territory:

               a.   ****

     EXAMPLE 2: Licensee manufactures a Software Title for sale in the North
     American Sales Territory with a wholesale price between **** and **** and
     with an initial order quantity of **** Standard FPUs manufactured in the
     North American Manufacturing Region, and a subsequent order quantity of
     **** Standard FPUs manufactured in the European Manufacturing Region for
     sale in the North American Sales Territory. Licensee manufactures the same
     Software Title in the European Manufacturing Region for sale in the Japan
     Sales Territory at a suggested retail price below (Y)3,800 and with an
     initial order quantity of **** Standard FPUs. The actual applied royalty
     rates for this Software Title would be:

          i.   For North American Sales Territory:

               a.   ****

               b.   ****

               c.   ****

          ii.  For Japan Sales Territory:

               a.   ****

          [7].1.6 ROYALTY RATES FOR PLATINUM PROGRAM SOFTWARE TITLES. If
     Licensee elects to publish a Software Title under the "Xbox Platinum Hits
     Program" (as such program has been established in the North American


- ----------
*    Confidential portion omitted and filed separately with the Securities
     Exchange Commission.


                                       5



     Sales Territory and the European Sales Territory) (such Software Title
     being referred to herein as a "Platinum Software Title"), Licensee shall
     pay to Microsoft the nonrefundable royalties set forth below, in lieu of
     the royalties otherwise specified in this Section [7], for each Platinum
     FPU manufactured during the Term of this Agreement. Software Titles shall
     be eligible for the Xbox Platinum Hits Program commencing ***** in the
     North American Sales Territory and commencing on **** in the European Sales
     Territory. If and when Microsoft establishes a comparable program in the
     Japan and/or the Asian Sales Territory Excluding Japan (which decision
     shall be in Microsoft's sole discretion), Microsoft shall provide Licensee
     with advance notice thereof, it being agreed that the per unit royalty to
     be paid by Licensee in connection with the Platinum Hits (or comparable)
     program in Japan shall be as set forth below.


     -----------------------------------------------------------------------
     ****             ****
      -----------------------------------------------------------------------
     ****             ****             ****               ****
     -----------------------------------------------------------------------
     ****             ****             ****               ****
     -----------------------------------------------------------------------

     Notwithstanding the foregoing, no royalties will be payable hereunder with
     respect to any Demo Versions.

               [7].1.6.1 QUALIFYING SOFTWARE TITLES. In order for a Software
          Title to qualify as a Platinum Software Title in a Sales Territory,
          all of the following conditions must be satisfied:

                    (i) The Software Title must have been Commercially Released
               and commercially available as a Standard FPU in the applicable
               Sales Territory for at least ****;

                    (ii) The following minimum Standard FPU manufacturing
               quantity for the applicable Sales Territory must have been met:

                         (a) For a Platinum FPU Commercial Release date between
                    **** for the applicable Sales Territory:

                              |X| **** Standard FPUs must have been manufactured
                         for the North American Sales Territory.

                              |X| **** Standard FPUs must have been manufactured
                         for the European Sales Territory.

                              |X| **** Standard FPUs (or such other minimum
                         quantity as may be determined by Microsoft) must have
                         manufactured for the Japan Sales Territory.

                         (b) For a Platinum FPU Commercial Release date between
                    **** for the applicable Sales Territory:

                              |X| **** Standard FPUs must have been manufactured
                         for the North American Sales Territory.

                              |X| **** Standard FPUs must have been manufactured
                         for the European Sales Territory.

                              |X| **** Standard FPUs (or such other minimum
                         quantity as determined by Microsoft) must have
                         manufactured for the Japan Sales Territory.

                         (c) For a Platinum FPU Commercial Release date on or
                    after **** for the applicable Sales Territory, quantities as
                    determined by Microsoft

                    (iii) Wholesale Price per Platinum FPU must not exceed ****
               in the North American Sales Territory or **** in the European
               Sales Territory; and the suggested retail price must be less than
               **** in the Japan Sales Territory.

                    (iv) All Marketing Materials for a Platinum Software Title
               must clearly indicate that the Software Title is an Xbox Platinum
               Hit (or such other title that Microsoft designates for a
               comparable program in applicable Territories), and Licensee shall
               submit all such Marketing Materials to Microsoft for its approval
               in accordance with Section 2.3.4 of the PLA. Branding and


- ----------
*    Confidential portion omitted and filed separately with the Securities
     Exchange Commission.


                                       6



               other requirements for Platinum Software Title Marketing
               Materials shall be set forth in the Xbox Guide.

                    (v) The Platinum FPU version of the Software Title must be
               the same or substantially equivalent to the Standard FPU version
               of the Software Title. Notwithstanding the foregoing, all known
               material bugs or errors in the Standard FPU version shall be
               corrected in the Platinum FPU version, and Licensee acknowledges
               that any such corrections may require the Software Title to be
               re-Certified at Licensee's expense. Licensee may modify or add
               additional content or features to the Platinum FPU version of the
               Software Title (e.g., demos or game play changes) subject to
               Microsoft's review and approval, which approval shall not be
               unreasonably withheld, and Licensee acknowledges that any such
               modifications or additions may also require the Software Title to
               be re-Certified at Licensee's expense.

Provided that all of the foregoing conditions have been satisfied with respect
to a Software Title in a particular Sales Territory and Licensee provides
Microsoft with a completed Platinum Hits Program Publication Form in the form
annexed hereto as Exhibit 3 no later than ****(*) prior to the targeted
Commercial Release of the Platinum Software Title, Licensee shall be authorized
to manufacture and distribute Platinum FPUs in such Sales Territory.

Additionally, so long as the conditions described in subsections (iii), (iv) and
(v) above have been met, Licensee may select one additional Software Title as a
Platinum Software Title in each Sales Territory so long as: (a) the applicable
Software Title has been commercially available as a Standard FPU in the
applicable Sales Territory for at least ****; and (b) a comparable version of
the Software Title has been commercially released in the applicable Sales
Territory for another game console platform as of **** as part of a program
comparable to the Xbox Platinum Hits Program.

III. The section of the PLA entitled "Royalty Payments" (which may be either
Section 6.2 or 7.2 of Licensee's PLA) is hereby deleted in its entirety.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the Effective Date on the dates indicated below.


MICROSOFT LICENSING, GP                  [PUBLISHER'S NAME]


- -------------------------------          -------------------------------
By (sign)                                By (sign)

- -------------------------------          -------------------------------
Name (Print)                             Name (Print)

- -------------------------------          -------------------------------
Title                                    Title

- -------------------------------          -------------------------------
Date                                     Date





- ----------
*    Confidential portion omitted and filed separately with the Securities
     Exchange Commission.


                                       7



                                    EXHIBIT 1

                      XBOX PUBLISHER ROYALTY SELECTION FORM

PLEASE COMPLETE THE BELOW INFORMATION, SIGN THE FORM, AND FAX IT TO MICROSOFT
LICENSING, GP ("MSLGP") AT (775) 826-0506. UPON RECEIPT OF THE COMPLETED AND
SIGNED FORM, MSLGP SHALL ACKNOWLEDGE RECEIPT WHERE INDICATED BELOW AND RETURN A
FULLY EXECUTED COPY OF THE FORM TO THE PUBLISHER AT THE FAX NUMBER INDICATED BY
THE PUBLISHER BELOW. THIS FORM SHALL BE BINDING ON THE PARTIES UPON FULL
EXECUTION.

     o    PUBLISHER SHALL CHOOSE ONE OF THE ROYALTY OPTIONS SET FORTH BELOW
          WHICH SHALL APPLY TO ALL OF PUBLISHER'S SOFTWARE TITLES DURING THE
          TERM OF THE AGREEMENT.

     o    IF PUBLISHER DOES NOT WISH TO CHANGE ITS CURRENT ROYALTY OPTION,
          PUBLISHER DOES NOT NEED TO COMPLETE THIS FORM.

     o    IF THIS FORM IS RETURNED ON OR BEFORE ****(*) THE EFFECTIVE DATE OF
          THE ROYALTY CHANGE WILL ALSO BE ****. IF THIS FORM IS RETURNED AFTER
          ****, THE ROYALTY CHANGE WILL NOT BE EFFECTIVE UNTIL THE ****.


Publisher name:
               --------------------------------------------------
                              Worldwide (initials)
                              Regional (initials)

                         (CHOOSE ONLY ONE OF THE ABOVE)

     The undersigned represents that he/she has authority to submit this form on
     behalf of the above publisher, and that the information contained herein is
     true and accurate.


                                         -----------------------------------
                                         By (sign)


                                         -----------------------------------
                                         Name (Print)


                                         -----------------------------------
                                         Title


                                         -----------------------------------
                                         Fax number


                                         -----------------------------------
                                         Date

RECEIVED AND ACKNOWLEDGED:

MICROSOFT LICENSING, GP

- ---------------------------------------
By

- ---------------------------------------
Name

- ---------------------------------------
Title

- ---------------------------------------
Date



- ----------
*    Confidential portion omitted and filed separately with the Securities
     Exchange Commission.


                                       8

EX-10.3

                      XBOX(TM) LIVE DISTRIBUTION AMENDMENT
                                     TO THE
                     XBOX(TM) PUBLISHER LICENSING AGREEMENT



This Xbox(TM) Live Distribution Amendment (the "Amendment") is entered into and
effective as of the latter of the two signature dates below (the "Effective
Date") by and between MICROSOFT LICENSING, INC. a Nevada corporation
("Microsoft"), and ____________________________________ ("Licensee"), and
supplements the Xbox(TM) Publisher License Agreement between the parties dated
as of _________ ("PLA").


                                    RECITALS

     A. Whereas, Microsoft and its affiliated companies develop and license a
computer game system, known as the Xbox(TM) game system; and

     B. Whereas, Microsoft and its affiliated companies intend to develop and
maintain a proprietary online service accessible via the Xbox(TM) game system;
and

     C. Whereas, Licensee is an experienced publisher of software products and
is developing and publishing one or more software products to run on the
Xbox(TM) game system pursuant the parties' PLA; and

     D. Whereas, Licensee wishes to participate in the Xbox Live service by
making such software products available to subscribers of such service.

Accordingly, for and in consideration of the mutual covenants and conditions
contained herein, and for other good and valuable consideration, receipt of
which each party hereby acknowledges, Microsoft and Licensee agree as follows:


1. DEFINITIONS; INTERPRETATION


     1.1 Except as expressly provided otherwise in this Amendment, capitalized
terms shall have the same meanings ascribed to them in the PLA.

     1.2 The terms of the PLA are incorporated by reference, and except and to
the extent expressly modified by this Amendment, the PLA shall remain in full
force and effect and is hereby ratified and confirmed.

     1.3 "XBOX LIVE" shall mean the proprietary online service offered by
Microsoft to End Users. The Xbox Live service may change from time to time, and
may include, without limitation, the Base Service and Premium Service(s).

     1.4 "ONLINE FEATURES" shall mean a Software Title's content, features and
services that will be available to End Users via Xbox Live. Online Features may
be Base Online Features and/or Premium Online Features.

     1.5 "BASE SERVICE" shall mean a base level of Xbox Live services available
to End Users for a fee payable to Microsoft or its affiliates. The Base Service,
and the terms and conditions for Licensee's Base Online Features, is further
defined in this Amendment and the Xbox Guide.

     1.6 "BASE ONLINE FEATURES" shall mean a Software Title's Online Features
that are available to End Users as part of the Base Service.

     1.7 "PREMIUM SERVICE(S)" shall mean Xbox Live services (other than the Base
Service) available to End Users for additional fee(s) above and beyond the Base
Service fee. The Premium Service, and the terms and conditions for Licensee's
Premium Online Features, is further defined in this Amendment and the Xbox
Guide.



     1.8 "PREMIUM ONLINE FEATURES" shall mean a Software Title's Online Features
that are available to End Users as part of the Premium Service.

     1.9 "END USER" shall mean any individual or entity that accesses and uses
Xbox Live, whether as a guest of a Subscriber, via a user account established by
a Subscriber, or otherwise.

     1.10 "SUBSCRIBER" shall mean an End User that establishes a subscription
billing account to Xbox Live.

     1.11 "COMMERCIAL RELEASE" shall mean (a) with respect to Xbox, the first
commercial availability of Xbox Live in the United States to the general public,
and (b) with respect to a the Online Features of a Software Title, the first
availability of such features via Xbox Live to the general public.

     1.12 "TRIAL VERSION" shall mean a time-limited or feature-limited version
of a Software Title's Online Features that is available to End Users only to
advertise or promote the applicable Software Title, and is further defined in
this Amendment and the Xbox Guide.

     1.13 "ONLINE TERRITORY" shall be determined on an Online Feature-by-Online
Feature basis, and shall mean such geographic regions or countries as may be
specified in writing when the Concept of the applicable Online Feature is
approved. The Online Territories for Online Features of a Software Title may
differ in scope from the Territories for the Software Title's Finished Product
Units.


2. DEVELOPMENT; DELIVERY; APPROVAL

     2.1 DEVELOPMENT SUPPORT. Microsoft shall provide Licensee a reasonable
level of support in connection with the development and testing of Licensee's
Online Features in a manner consistent with the guidelines and requirements set
forth in the Xbox Guide.

     2.2 APPROVAL PROCESS. The approval process for Online Features is as set
forth in the PLA (i.e., the stages for Concept approval, pre-Certification,
Certification and Marketing Materials shall apply to all aspects of the Software
Title, including without limitation, its Online Features). Additional approval
criteria specific to Online Features are as set forth below and in the Xbox
Guide.

          2.2.1 CONCEPT. Licensee's Concept submission form shall include a
description of the Online Features, including, without limitation, a description
of any incremental content (i.e., to be made available following the Commercial
Release of the Finished Product Units of the Software Title) and proposed
distribution schedule. Licensee shall designate, in its sole discretion, which
Online Features shall be included in the Base Service and in the Premium
Service. Subject to the foregoing, Microsoft may require that all Online Feature
Concept submissions include, at a minimum, certain basic functionality necessary
to achieve certification (e.g., all features must support user authentication),
and any such requirements shall be set forth in the Xbox Guide. Licensee may
additionally propose Online Features at any time after a Software Title Concept
has been approved, in which case Licensee shall deliver to Microsoft a separate
Concept submission addendum form for each Online Feature proposal. Evaluation of
the proposed Online Features will be based on criteria including, but not
limited to, the criteria set forth in the Xbox Guide. To the extent Licensee
desires that Online Features be available in the Territory comprising European
Union countries, the EU Approval Option shall not apply.

          2.2.2 CLIENT-SERVER GAMES. The Online Features of certain Software
Titles may require that all or part of the Online Features be hosted on game
server(s) ("Game Servers"). Such Game Servers shall be maintained and operated
by Microsoft or its affiliate unless Licensee desires to maintain and operate
its own game server(s) for Premium Online Services ("Licensee Game Servers"), in
which case Licensee Game Servers must be Certified in accordance with Section
2.2.5 below. Notwithstanding the foregoing, given the necessity of creating a
secure and reliable online service to ensure the success of the Xbox Live
platform, the option for Licensee to maintain and operate its own Licensee Game
Servers may not be available until at least one year following the Online
Commercial Release of Xbox Live. All maintenance and operation of Game Servers,
if any, for Base Online Features shall be conducted solely by Microsoft or its
affiliate.

          2.2.3 PRE-CERTIFICATION. At the Pre-Certification submission, Licensee
shall deliver to Microsoft a version of the Online Features, and such other
content as may be required by the Xbox Guide. Microsoft shall also conduct
certain testing of the Online Features, which may vary depending on the nature
of the Online Features. If applicable, Licensee shall also provide access to
Licensee Game Servers and/or the Game Server software for Pre-Certification
testing in




                                       2



accordance with the Xbox Guide. Online Features must receive satisfactory
Pre-Certification testing results prior to the Software Title proceeding to Beta
Trials.

As set forth in the PLA, all feedback provided by Microsoft to Licensee as a
result of Microsoft's Pre-Certification testing shall be advisory in nature.
However, Licensee acknowledges that the Pre-Certification and Certification
submissions evaluate different aspects of the Online Features and at different
stages in Licensee's development schedule and therefore satisfactory feedback
regarding Pre-Certification is not an indication that the Online Features will
be approved following the Certification submission. Licensee shall be given the
opportunity to resubmit Online Features that fail the Pre-Certification approval
process. In Microsoft's discretion, Licensee may be charged a reasonable fee
designed to offset the costs associated with the Pre-Certification testing of
Software Titles in the event of resubmission(s).

          2.2.4 BETA TRIALS. If the Pre-Certification submission receives
satisfactory results, Microsoft may require that internal and public beta
testing be conducted by or on behalf of Microsoft (the "Beta Trials"). All
feedback provided by Microsoft to Licensee as a result of the Beta Trials shall
be advisory in nature, and satisfactory feedback from the Beta Trials is not an
indication that the Online Features will be approved following the Certification
submission. Likewise, Beta Trial feedback may include information regarding
violations of Technical Certification Requirements that could, if not addressed
by Licensee, result in Certification failure. The Beta Trial process shall be as
further described in the Xbox Guide.

          2.2.5 CERTIFICATION. In addition to the deliverables set forth in the
PLA, Licensee shall deliver to Microsoft a proposed final release version of the
Software Title with Online Features that is complete and ready for access via
Xbox Live, in addition to such other content as may be required by the Xbox
Guide. Such version shall provide the final content rating certification and
with all identified program errors corrected. If applicable, Licensee shall also
provide Microsoft access to Licensee's Game Servers and Game Server software.
Microsoft shall conduct compliance, compatibility, functional and other testing
consistent with the Xbox Guide ("Certification Testing") and shall subsequently
provide Licensee with the results of such testing. As set forth in the Xbox
Guide, Certification Testing may vary depending on the nature of the Online
Features (e.g., a series of episodic downloads for a client-to-client game may
have different Certification criteria and testing times than the features of a
multiplayer client-server game).

               2.2.5.1 Certification for Online Features may be conditioned upon
(1) successful completion of the Certification Testing; (2) conformance with the
approved Online Feature Concept as identified in the Concept Summary; (3)
demonstration of conformance with the Technical Certification Requirements as
described in the Xbox Guide; (4) consistency with the goals and objectives of
the Xbox Live service; and (5) continuing and ongoing compliance with all
Certification requirements and other requirements as set forth in the Xbox Guide
and this Amendment.

               2.2.5.2 Certification for Licensee Game Servers may be
conditioned upon: (1) successful completion of the Certification Testing, (2)
demonstration of conformance with the Service Level Requirements as described in
the Xbox Guide, and (3) continuing and ongoing compliance with all Certification
requirements, Service Level Requirements, and other requirements as set forth in
the Xbox Guide and this Amendment.

               2.2.5.3 If warranted on the basis of its tests, Microsoft shall
make reasonable efforts to provide Licensee with feedback regarding the Online
Features and Licensee Game Servers and modifications that must be made prior to
approval of the Certification submission. Provided that Licensee has made good
faith efforts to address issues raised by Microsoft, Licensee shall be given the
opportunity to resubmit Online Features and Licensee Game Servers that fail the
Certification approval process. In Microsoft's discretion, Licensee may be
charged a reasonable fee designed to offset the costs associated with the
testing of Online Features and Licensee Game Servers upon resubmission.

          2.2.6 POST-RELEASE COMPLIANCE. As set forth in Section 2.2.5 above,
Online Features (and Licensee Game Servers, as applicable) must remain in
compliance with all Certification requirements on a continuing and ongoing
basis. If, following Certification and Commercial Release, the Online Features
thereafter fail at any time to comply with any of the Certification criteria set
forth herein, Microsoft reserves the right, at its option, to terminate this
Amendment with respect to such Online Features, or to revoke Certification and
suspend the availability of such Online Features in whole or in part until such
time that such Online Features are re-Certified in accordance with Section
2.2.5. Re-Certification may be conditioned upon Licensee's delivery to Microsoft
of Auto-Updates (as defined in Section 2.3.3) in accordance with and within the
time frames set forth in the Xbox Guide. If Licensee Game Servers fail at any
time to comply with any of the Certification criteria set forth herein,
Microsoft reserves the right, at its option, to suspend Licensee's maintenance
and operation of such Licensee Game Servers until such time that such Licensee
Game Servers achieve Certification again and/or terminate Licensee's right to
maintain and operate Licensee Game Servers; and during such period of
noncompliance


                                       3


Microsoft further reserves the right to host, at Licensee's cost and expense,
the Online Features on its own Game Servers, and Licensee shall cooperate as
requested by Microsoft in effecting a smooth and prompt transition of the Online
Features from Licensee Game Servers to Microsoft's Game Servers.

     2.3 OTHER APPROVAL CONSIDERATIONS.

          2.3.1 OTHER VERSIONS. The parties may mutually agree that Licensee
submit versions of the Online Features or Licensee Game Servers at stages of
development other than as identified above for review and feedback by Microsoft.
Such review shall be within the discretion of Microsoft and may require the
payment of processing fees by Licensee to offset the costs associated with the
review of such Software Titles.

          2.3.2 CHANGES OF REQUIREMENTS BY MICROSOFT. Licensee acknowledges that
the Xbox Live service is a new and evolving network environment, and as a
result, it and the Xbox Guide are subject to change during the Term of this
Amendment. Notwithstanding Microsoft's Certification of Online Features and/or
Licensee Game Servers, nothing herein shall be deemed to relieve Licensee of its
obligation to correct material program bugs and errors in conformance with the
Xbox Guide, whenever discovered (including without limitation after Commercial
Release of the Online Features), and Licensee agrees to correct such material
bugs and errors as soon as possible after discovery, regardless of whether the
bug or error necessitates a correction to Finished Product Units or Licensee
Game Servers. Microsoft will make commercially reasonable efforts to promptly
notify Licensee of any changes to the Xbox Guide, and the time frames for
implementing changes to its Online Features and/or Licensee Game Servers to
comply with the updated requirements of the Xbox Guide.

          2.3.3 POST-RELEASE UPDATES. Licensee understands that certain changes
to the Xbox Guide, or the revocation of Certification with respect to Online
Features or Licensee Game Servers, may require that Licensee develop and make
available for download to End Users or to Microsoft various updates, upgrades,
or fixes thereto (collectively, "Auto-Updates"). Microsoft reserves the right to
charge Licensee a reasonable fee to offset the costs associated with the
Certification, hosting and distribution of Auto-Updates to End Users; however,
no fees shall be charged for the first two Auto-Updates (if any) per Software
Title. In addition, Licensee may desire, from time to time, to make available
additional Online Features in the form of software downloads (such as new
characters or game levels) or data (such as league statistics), as part of the
Base Service or Premium Service ("Content Downloads"). Auto Updates and Content
Downloads shall be referred to collectively herein as "Updates." Updates of any
nature must be approved by Microsoft in advance and must achieve Certification;
however, the Certification process and requirements may vary depending on the
nature of and necessity for the Update, as further described in the Xbox Guide.

          2.3.4 EVENT-BASED PREMIUM ONLINE FEATURES. Certain event-based Premium
Online Features (e.g., pay-for-play tournaments and contests) may require
additional approvals and be subject to additional requirements, which will be
set forth in the Xbox Guide.


3. OTHER RIGHTS AND RESPONSIBILITIES

     3.1 LICENSEE.

          3.1.1 ARCHIVE COPIES. Licensee agrees to maintain, and to possess the
ability to support, copies in object code, source code and symbol format, of all
Online Features and Updates available to End Users during the Term of this
Amendment and for no less than ****(*) thereafter.

          3.1.2 CUSTOMER SUPPORT. As set forth in the PLA and the Xbox Guide, as
between Microsoft and Licensee, Licensee shall be solely responsible for
providing customer support to End Users of Online Features. Licensee will
provide all End Users appropriate contact information (including without
limitation Licensee's street address and telephone number, and the applicable
individual/group responsible for customer support), and will also provide all
such information to Microsoft for posting on http://www.xbox.com. Customer
support shall at all times conform to the Customer Service Requirements set
forth in the Xbox Guide. Microsoft shall be responsible for providing technical
support to End Users relating to the Xbox Live service platform, and unless the
parties agree otherwise, shall be responsible for all community management
functions. Except as expressly set forth herein, Licensee acknowledges and
agrees that Microsoft will have no support responsibilities whatsoever to End
Users of the Online Features, regardless of whether Microsoft hosts Game
Servers, Updates, or otherwise.


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*    Confidential portion omitted and filed separately with the Securities
     Exchange Commission.



                                       4


          3.1.3 NO REVERSE ENGINEERING. Licensee shall not, directly or
indirectly, reverse engineer or aid or assist in the reverse engineering of all
or any part of Xbox Live or any associated hardware and software except and only
to the extent that such activity is expressly permitted by applicable law
notwithstanding this limitation. In the event applicable law grants Licensee the
right to reverse engineer the Xbox notwithstanding this limitation, Licensee
shall provide Microsoft with written notice prior to such reverse engineering
activity, information sufficient regarding Licensee's intended method of reverse
engineering, its purpose and the legal authority for such activity and shall
afford Microsoft a reasonable period of time before initiating such activity in
order to evaluate the activity and/or challenge the reverse engineering activity
with the appropriate legal authorities. Licensee shall refrain from such reverse
engineering activity until such time as any legal challenge is resolved in
Licensee's favor. Reverse engineering includes, without limitation, decompiling,
disassembly, sniffing, peeling semiconductor components, or otherwise deriving
source code.

          3.1.4 END USER RIGHTS. Use of Xbox Live by End Users shall be subject
to a Terms of Use, which may be amended from time to time. Licensee may impose
additional terms and restrictions on End Users with respect to Licensee's Online
Features to the extent such additional terms and restrictions are not
inconsistent with the Terms of Use and are in a form to be approved by
Microsoft.

          3.1.5 AVAILABILITY OF ONLINE FEATURES.

               3.1.5.1 MINIMUM COMMITMENT. Subject to the commercial
availability of Xbox Live, Licensee agrees that each Online Feature of a
Software Title shall be made available for inclusion in Xbox Live for a minimum
of ****(*) following the respective Commercial Release of the Finished Product
Units of such Software Title in each Online Territory of (the "Minimum
Commitment"), and Licensee shall be obligated to provide all necessary support
(including, without limitation, the obligations set forth in Sections 2.3.2,
2.3.3, 3.1.2) for such Online Feature during the Minimum Commitment. Subject to
the foregoing, the parties may mutually agree on a case-by-case basis to a
shorter Minimum Commitment as appropriate. Following the Minimum Commitment,
Licensee may terminate Microsoft's license (as defined in Section 4 below)
associated with such Online Features upon **** prior written notice to
Microsoft; and/or Microsoft may discontinue the availability of any or all such
Online Features via Xbox Live upon **** prior written notice to Licensee.
Licensee shall be responsible for communicating the duration of Online Feature
availability to End Users, and for providing reasonable advance notice to End
Users of any discontinuation of Online Features.

               3.1.5.2 RECLASSIFICATION OF BASE AND PREMIUM ONLINE FEATURES. If,
following the Minimum Commitment for a Base Online Feature, Licensee desires
that the Base Online Feature continue to be made available via Xbox Live, then
Licensee may, at its option and upon written notice to Microsoft at least ****
days prior to the end of the Minimum Commitment, elect to (i) pay the applicable
Hosting and Bandwidth Fees as set forth in the Xbox Guide, or (ii) submit a new
Concept approval form containing a proposal to reclassify the Base Online
Feature as a Premium Online Feature. Reclassification of a Premium Online
Feature as a Base Online Feature following the Minimum Commitment shall require
the mutual consent of the parties.

               3.1.5.3 Microsoft shall have no responsibility, and shall not be
liable in any way, for any statements or claims made by Licensee, whether in
Licensee's Marketing Materials or otherwise, regarding the availability of any
Online Features.

          3.1.6 As soon as possible following its request, Licensee shall
provide Microsoft with up to **** Finished Product Units and accompanying
Marketing Materials at Licensee's cost. Such units may be used in marketing, as
product samples and for support and archival purposes, and shall be in addition
to the Finished Product Units provided for these purposes pursuant to the PLA.

          3.1.7 TRADEMARKS. To the extent a Software Title's Online Features
consist solely of Content Download(s) and such Software Title does not support
online multiplayer gameplay via Xbox Live (a "Download-Only Software Title"),
such Download-Only Software Title and associated Marketing Materials may not use
the Licensed Trademarks or packaging templates associated with Xbox Live, and
Licensee may not refer to such Download-Only Software Title as an "Xbox
Live-enabled" Software Title. Subject to the foregoing, Section 4.1 of the PLA
shall apply to all Software Titles with Online Features, and Licensed Trademarks
and Packaging Materials specific to Software Titles with Online Features shall
be available for use in connection therewith, as further detailed in the Xbox
Guide.

- --------
*    Confidential portion omitted and filed separately with the Securities
     Exchange Commission.


                                       5



     3.2 MICROSOFT.

          3.2.1 USAGE DATA. Licensee acknowledges that the operation of the Xbox
Live service requires that Microsoft collect and store End User usage data,
including, without limitation, End User statistics, scores, ratings, and
rankings (collectively, "Aggregate Usage Data"), as well as
personally-identifiable End User data (e.g., name, email address) ("Personal
Data"). Microsoft reserves the right, in its discretion, to use such Aggregate
Usage Data for any purpose, including without limitation, posting the Aggregate
Usage Data on Xbox.com or other Microsoft websites. Microsoft agrees to use
commercially reasonable efforts to periodically make certain Aggregate Usage
Data and Personal Data available to Licensee; provided that Licensee's use of
such data shall be in accordance with the then-current Xbox Live Privacy
Statement and such other reasonable restrictions as Microsoft may require.
Without limiting the foregoing, Licensee agrees that any disclosure of Personal
Data to Licensee shall only be used by Licensee and may not be shared with any
other third parties, and any permitted email communications with End Users shall
include instructions for opting out of receiving any further communications from
Licensee.

          3.2.2 BILLING AND COLLECTION. Microsoft shall be responsible for
customer billing and collecting all subscription fees associated with Xbox Live,
including without limitation Base Service and Premium Service fees. Microsoft
shall have sole discretion to determine the fees charged for the Base and
Premium Services.


4. GRANT OF LICENSE

     4.1 In consideration of the royalty payments as described in Section 5.1.2
below, Licensee grants to Microsoft a worldwide, transferable, sublicensable
license to broadcast, transmit, distribute, host, publicly display, reproduce,
and license (solely to End Users) Online Features solely to the extent necessary
to enable End Users to use the Online Features via Xbox Live, and additionally,
a worldwide, transferable license solely to distribute to End Users and permit
End Users to download and store Updates, solely in conjunction with such End
User's use of the Online Features via Xbox Live.

     4.2 Licensee agrees that the license grant set forth in this Section 4 is
exclusive, meaning that Licensee shall not directly or indirectly permit or
enable access to Online Features by any means, methods, platforms or services
other than Xbox and Xbox Live. Notwithstanding the foregoing, and absent any
separate agreement between the parties to the contrary, this Section 4 shall not
prevent Licensee from making other platform versions of its Software Titles
available via other platform-specific online services. For illustration
purposes, Licensee may make both Xbox and Playstation2 versions of a Software
Title that supports online gameplay, but the Xbox version may only be played via
the Xbox Live service and no other online service operated by any entity other
than Microsoft.

     4.3 This Section 4 shall survive expiration or termination of this
Amendment solely to the extent and for the duration necessary to effectuate
Section 6.3 below.


5. PAYMENTS

     5.1 PREMIUM ONLINE FEATURES.

          5.1.1 SET-UP, HOSTING AND BANDWIDTH FEES. If Microsoft hosts Game
Servers for a Software Title's Premium Online Features, Licensee shall pay the
applicable Set-Up Fees, Hosting Fees, and Bandwidth Fees as such terms are
defined and detailed in the Xbox Guide.

          5.1.2 ROYALTY. Microsoft shall pay Licensee a ****(*) percent (****)
royalty for Premium Online Features (the "Royalty Fee"). The Royalty Fee shall
be a percentage of Gross Receipts received from Premium Online Features, where
"Gross Receipts" is defined as all revenues generated by Licensee's Premium
Online Features at the greater of the Licensee's suggested Premium Online
Feature price or the actual Premium Online Feature price. The suggested retail
and actual prices do not include any pass-through taxes such as sale, use,
and/or VAT/GST which are ordinarily collected from End Users whether or not
those taxes are displayed to End Users.

         5.2 BASE ONLINE FEATURES. Licensee shall not receive any subscription
fees, nor shall Licensee be obligated to pay Microsoft any fees in connection
with its Base Online Features, except (i) under the circumstances described in
Section




- --------
*    Confidential portion omitted and filed separately with the Securities
     Exchange Commission.


                                       6



3.1.5.2 above, or (ii) in the case of a Base Content Download, in the
event such Base Content Download exceeds a certain as size as specified in the
Xbox Guide, in which case certain Bandwidth Fees may apply.

     5.3 PAYMENT PROCESS. All payments due by either party shall be remitted in
US dollars, and in accordance with the processes set forth herein.

          5.3.1 HOSTING AND BANDWIDTH FEES. Microsoft will invoice Licensee on a
calendar quarterly basis for any Set-Up Fees, Hosting Fees, and/or Bandwidth
Fees owed to Microsoft. Licensee shall pay to Microsoft the full amount invoiced
within thirty (30) calendar days after the date of the respective invoice.
Payment will be made by wire transfer, in immediately available funds, to an
account, and in accordance with a reasonable procedure, to be specified in
writing by Microsoft.

          5.3.2 ROYALTY FEES. Within thirty (30) days after the end of each
calendar quarter with respect to which Microsoft owes Licensee any Royalty Fees,
Microsoft shall furnish Licensee with a statement, together with payment for any
amount shown thereby to be due to Licensee. The statement shall be based upon
Gross Receipts for the quarter then ended, and shall contain information
sufficient to discern how the Royalty Fees were computed.

          5.3.3 OFFSET. Upon written notice, Microsoft reserves the right to
offset Hosting and Bandwidth Fees and Royalty Fees each quarter, and generate an
invoice or render payment of the balance, as appropriate.

     5.4 AUDIT. During the Term of this Amendment and for three years thereafter
Microsoft shall keep all usual and proper records relating to the distribution
of Licensee's Online Features via Xbox Live, and the Gross Receipts therefrom.
Such records, books of account, and entries shall be kept in accordance with
generally accepted accounting principles. Licensee may audit and/or inspect
Microsoft's records in order to verify Microsoft's compliance with the terms of
this Amendment. Licensee reserves the right, upon reasonable advance notice, to
audit Microsoft's records and consult with Microsoft's accountants for the
purpose of verifying Microsoft's compliance with the terms of this Amendment and
for a period of two (2) years thereafter. Any such audit shall be conducted
during regular business hours at a single Microsoft location in the United
States with reasonable advance notice. Any such audit shall be paid for by
Licensee unless material discrepancies are disclosed. "Material" shall mean the
greater of ****(*) or **** percent (****) of the royalties due to Licensee
within the audit period. If material discrepancies are disclosed, Microsoft
agrees to pay Licensee for the costs associated with the audit, as well as
reimburse Licensee for all under-reported amounts.

     5.5 TAXES.

          5.5.1 The amounts to be paid by either party to the other do not
include any foreign, U.S. federal, state, local, municipal or other governmental
taxes, duties, levies, fees, excises or tariffs, arising as a result of or in
connection with the transactions contemplated under this Amendment including,
without limitation, (i) any state or local sales or use taxes or any value added
tax or business transfer tax now or hereafter imposed on the provision of any
services to the other party under this Amendment, (ii) taxes imposed or based on
or with respect to or measured by any net or gross income or receipts of either
party, (iii) any franchise taxes, taxes on doing business, gross receipts taxes
or capital stock taxes (including any minimum taxes and taxes measured by any
item of tax preference), (iv) any taxes imposed or assessed after the date upon
which this Amendment is terminated, (v) taxes based upon or imposed with
reference to either parties' real and/or personal property ownership and (vi)
any taxes similar to or in the nature of those taxes described in (i), (ii),
(iii), (iv) or (v) above, now or hereafter imposed on either party (or any third
parties with which either party is permitted to enter into agreements relating
to its undertakings hereunder) (all such amounts, together with any penalties,
interest or any additions thereto, collectively "Taxes"). Neither party is
liable for any of the other party's Taxes incurred in connection with or related
to the sale of goods and services under this Amendment, and all such Taxes shall
be the financial responsibility of the party obligated to pay such taxes as
determined by the applicable law, provided that both parties shall pay to the
other the appropriate Collected Taxes in accordance with subsection 5.5.2 below.
Each party agrees to indemnify, defend and hold the other party harmless from
any Taxes (other than Collected Taxes) or claims, causes of action, costs
(including, without limitation, reasonable attorneys' fees) and any other
liabilities of any nature whatsoever related to such Taxes to the extent such
Taxes relate to amounts paid under this Amendment.

          5.5.2 Any sales or use taxes described in 5.5.1 above that (i) are
owed by either party solely as a result of entering into this Amendment and the
payment of the fees hereunder, (ii) are required to be collected from that party
under applicable law, and (iii) are based solely upon the amounts payable under
this Amendment (such taxes the "Collected


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*    Confidential portion omitted and filed separately with the Securities
     Exchange Commission.



                                       7


Taxes"), shall be stated separately as applicable on payee's invoices and shall
be remitted by the other party to the payee,upon request payee shall remit to
the other party official tax receipts indicating that such Collected Taxes have
been collected and paid by the payee. Either party may provide the other party
an exemption certificate acceptable to the relevant taxing authority (including
without limitation a resale certificate) in which case payee shall not collect
the taxes covered by such certificate. Each party agrees to take such
commercially reasonable steps as are requested by the other party to minimize
such Collected Taxes in accordance with all relevant laws and to cooperate with
and assist the other party, in challenging the validity of any Collected Taxes
or taxes otherwise paid by the payor party. Each party shall indemnify and hold
the other party harmless from any Collected Taxes, penalties, interest, or
additions to tax arising from amounts paid by one party to the other under this
Amendment, that are asserted or assessed against one party to the extent such
amounts relate to amounts that are paid to or collected by one party from the
other under this section. If any taxing authority refunds any tax to a party
which the other party originally paid, or a party otherwise becomes aware that
any tax was incorrectly and/or erroneously collected from the other party, then
that party shall promptly remit to the other party an amount equal to such
refund, or incorrect collection as the case may be plus any interest thereon.

          5.5.3 If taxes are required to be withheld on any amounts otherwise to
be paid by one party to the other, the paying party will deduct such taxes from
the amount otherwise owed and pay them to the appropriate taxing authority. At a
party's written request and expense, the parties will use reasonable efforts to
cooperate with and assist each other in obtaining tax certificates or other
appropriate documentation evidencing such payment, provided, however, that the
responsibility for such documentation shall remain with the payee party.

          5.5.4 This Section 5.5 shall govern the treatment of all taxes arising
as a result of or in connection with this Amendment notwithstanding any other
section of this Amendment.


6. TERM AND TERMINATION

     6.1 TERM. The Term of this Amendment shall be ****(*), provided that
Microsoft reserves the right to change the Fees and Royalty rates set forth in
Section 5 herein upon written notice to Licensee, but no more frequently than
**** per **** period.

     6.2 TERMINATION FOR BREACH. In the event either party shall materially fail
to perform or comply with this Amendment or any provision thereof, and fail to
remedy the default within fifteen (15) days after the receipt of notice to that
effect, then the other party shall have the right, at its sole option and upon
written notice to the defaulting party, to terminate this Amendment upon written
notice; provided that if Licensee is the party that has materially failed to
perform or comply with this Amendment, then Microsoft shall have the right, but
not the obligation, to suspend availability of the Online Features during such
fifteen-day period. Any notice of default hereunder shall be prominently labeled
"NOTICE OF DEFAULT"; provided, however, that if the default is of Sections 3.1.3
or 4.2 above, then the non-defaulting party may terminate this Amendment
immediately upon written notice, without being obligated to provide a fifteen
(15) day cure period. The rights and remedies provided in this Section shall not
be exclusive and are in addition to any other rights and remedies provided by
law or this Amendment or PLA. If the uncured default is related to a particular
Software Title or particular Online Features or Licensee Game Server, then the
party not in default will have the right, in its discretion, to terminate this
Amendment and/or the PLA in its entirety or with respect to the applicable
Software Title or the particular Online Features or Licensee Game Server.

     6.3 EFFECT OF TERMINATION. Upon termination or expiration of the PLA and/or
this Amendment, Licensee shall continue to support existing Online Features
until the earlier of (1) the end of the Finished Product Unit sell-off period as
set forth in the PLA, or (2) the end of the Minimum Commitment term.
Additionally, Licensee shall continue to support any event-based Premium Online
Features which commenced prior to termination or expiration. To the extent
Licensee has support obligations pursuant to this Section 6.3 following
termination or expiration, all of Licensee's obligations under this Amendment
shall continue to apply. If this Amendment is terminated due to Licensee's
breach, then Microsoft shall have the right to immediately terminate the
availability of the Online Features and require that the operation of Licensee
Game Servers immediately cease, and all Microsoft software or materials be
immediately returned to Microsoft.

     6.4 SURVIVAL. The following Sections shall survive expiration or
termination of this Amendment: 1, 3.1.2, 3.1.3, 3.2.1, 4.3, 5, 6.3, 6.4, and 7.
Other sections shall survive in accordance with their terms.


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     Exchange Commission.



                                       8



7. WARRANTIES. In addition to the warranties set forth in the PLA, Licensee
additionally warrants and represents that:

     7.1 Any and all information, data, logos, software or other materials
provided to Microsoft and/or made available to End Users via Xbox Live do not
and will not infringe upon or misappropriate any third party trade secrets,
copyrights, trademarks, patents, publicity, privacy or other proprietary rights;

     7.2 The Online Features do not and will not contain any messages, data,
images or programs which are, by law, defamatory, obscene or pornographic, or in
any way violate any applicable laws of the Online Territory; and

     7.3 Licensee shall at all times meet or exceed the Technical Certification
Requirements, Service Level Requirements, and Customer Service Requirements set
forth in the Xbox Guide.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the Effective Date on the dates indicated below.



MICROSOFT LICENSING, INC.
                                              ----------------------------------



- ----------------------------------            ----------------------------------
By (sign)                                     By (sign)


- ----------------------------------            ----------------------------------
Name (Print)                                  Name (Print)


- ----------------------------------            ----------------------------------
Title                                         Title


- ----------------------------------            ----------------------------------
Date                                          Date





                                       9

EX-10.4

March 15, 2002


Majesco/PipeDream
160 Raritan Center Parkway
Edison, NJ  08837


Re:  Amendment to Microsoft Corporation Xbox(TM) Publisher License Agreement


Dear     :

I am writing to inform you of several changes to the Xbox publisher licensing
program. First, as you are already aware, Microsoft Licensing, Inc. ("Microsoft"
for purposes of this letter) has taken over responsibility for the Xbox
publisher licensing program. In conjunction therewith, this letter shall serve
as your notice that your Xbox Publisher License Agreement ("PLA") has been
assigned to MSLI, pursuant to Section 12.3 of the PLA. I will remain your
Account Manager and primary contact for Xbox-related issues.

Several additional changes have been made to the Xbox publisher licensing
program. This letter outlines those changes and upon full execution shall also
serve as an amendment to your PLA as of the latter of the two signature dates
below. Capitalized terms used in this letter shall have the same meanings
ascribed to them in the PLA. In the event of any inconsistency between this
letter and the PLA, the terms of this letter shall control.

1. Submissions and Approvals. By now, you should have received information about
the updated game submission and approval process. The following updated approval
requirements shall replace Sections 2.1.3 - 2.1.5 of the PLA:

          The approval process is divided into four phases comprised of concept
     approval, "pre-certification", "certification", and Art & Marketing
     Materials approval. A Software Title must be submitted to Microsoft for
     evaluation at each of the four phases.

          Pre-certification replaces the "Beta Version" and playtesting
     requirement of the PLA. "Pre-Certification" is the first required stage of
     the approval process wherein Microsoft conducts, among other things,
     technical screen tests to provide feedback and/or identify any issues that
     may prevent the Software Title from being approved during the Certification
     phase. Pre-Certification is further defined in the Xbox Guide. At the
     Pre-Certification submission, Licensee shall deliver to Microsoft a version
     of the Software Title that includes all current features of the Software
     Title and such other content as may be required under the Xbox Guide. Upon
     receipt, Microsoft shall conduct technical screen testing and/or other
     testing consistent with the Xbox Guide and will subsequently provide
     Licensee with feedback regarding such testing. Pre-Certification and
     Certification submissions evaluate different aspects of the Software Title
     and therefore satisfactory feedback regarding Pre-Certification is not
     necessarily an indication that the Software Title will be approved
     following the Certification submission.

          Certification is the final stage of the approval process following
     Pre-Certification wherein Licensee delivers its proposed final version of
     the Software Title, and Microsoft shall approve or disapprove of such
     Software Title for distribution. Certification is further defined in the
     Xbox Guide. Licensee shall deliver to Microsoft Licensee's proposed final
     release version of the applicable Software Title that is complete and ready
     for manufacture and commercial distribution. Such version shall provide the
     final content rating certification (e.g. ESRB, ELSPA) with identified
     program errors corrected, and with any and all changes previously requested
     by



     Microsoft implemented. Microsoft shall conduct compliance, compatibility,
     functional and other testing consistent with the Xbox Guide ("Certification
     Testing") and shall subsequently provide Licensee with the results of such
     testing.

          Certification for a Software Title may be granted based upon (1)
     successful completion of the Certification Testing; (2) conformance with
     the approved Concept as identified in the Concept Summary; (3) consistency
     with the goals and objectives of the Xbox console platform; and (4)
     compliance with other requirements as set forth in this Agreement.

          If warranted on the basis of its tests, Microsoft shall make
     reasonable efforts to provide Licensee with feedback regarding the Software
     Title and modifications that must be made prior to approval of the
     Certification submission. Provided that Licensee has made good faith
     efforts to address issues raised by Microsoft, Licensee shall be given the
     opportunity to resubmit Software Titles that fail the Certification
     approval process. In Microsoft's discretion, Licensee may be charged a
     reasonable fee designed to offset the costs associated with the testing of
     Software Titles upon resubmission. In the event of a second submission,
     Microsoft reserves the right to assign a new release date for the Software
     Title.

          Licensee shall not distribute the Software Title, nor manufacture any
     Finished Product Unit intended for distribution, unless and until Microsoft
     shall have given its approval of the Certification version of the Software
     Title and both parties have approved of the Finished Product Units as set
     forth in section 7 of this letter.


2. Distribution License [new section].

          Upon Certification of the Software Title, approval of the Marketing
     Materials and the Finished Product Unit test version of the Software Title
     by Microsoft and subject to the terms and conditions contained within this
     Agreement and the XDK License, Microsoft grants Licensee a non-exclusive,
     non-transferable, license to distribute Software Titles containing
     Redistributable and Sample Code (as defined in the XDK License) and
     Security Technology (as defined in the PLA) within the Territory in
     Finished Product Unit form to third parties for distribution to end users
     and/or directly to end users.

          The license to manufacture and distribute the Software Product is
     personal to Licensee and except for transfers of Finished Product Unit
     through normal channels of distribution (e.g. wholesalers, retailers) who
     will in turn transfer such product to end users, absent the written
     approval of Microsoft or as otherwise permitted herein, Licensee may not
     sublicense or assign its rights under this license to other parties. For
     the avoidance of doubt, Licensee may not sublicense, transfer or assign its
     right to manufacture and distribute Software Titles or Finished Product
     Unit to another entity (a "Sub-publisher") that will brand, co-brand or
     otherwise assume control over such products as a "publisher" as that
     concept is typically understood in the console game industry, except under
     the following conditions: (1) the Sub-publisher has signed a PLA and both
     Licensee and Sub-publisher are and remain at all times in good standing
     under each of their respective PLAs; (2) each Software Title over which
     Sub-publisher acquires publishing rights shall be deemed a "Software Title"
     for purposes of both Licensee's and Sub-publisher's PLAs, and Microsoft
     shall have full right and authority to enforce its rights with respect to
     the Software Title(s) against either or both Licensee and Sub-publisher;
     (3) Licensee shall be responsible for making applicable royalty payments
     for the FPUs for which it places manufacturing orders, and Sub-publisher
     shall be responsible for making royalty payments for the FPUs for which it
     places manufacturing orders; provided that Licensee shall be liable to
     Microsoft for any failure by Sub-publisher to make royalty payments or
     otherwise comply with the duties and obligations under the PLA; (4) the
     royalty table set forth in Section 6.1 of the PLA shall apply to FPUs on an
     aggregate basis, regardless of whether Licensee or Sub-publisher is
     responsible for the manufacturing and royalty payments therefore, and
     Microsoft shall be entitled to share manufacturing information relating to
     the Software Title(s) among both Licensee and Sub-publisher in furtherance
     of this



     subsection (4); and (5) Microsoft's receipt, upon the earlier of (i) the
     effective date of the sub-publication agreement between Licensee and
     Sub-publisher, or (ii) sixty (60) days prior to Sub-publisher's
     commencement of manufacturing of any Software Title(s), of written notice
     of the sub-publishing relationship, which notice shall also include
     confirmation by Licensee that the foregoing conditions have been met, along
     with a summary of the scope and nature of the sub-publishing relationship
     with Sub-publisher including, without limitation, as between Licensee and
     Sub-publisher, which party will be responsible for Certification of the
     Software Title(s), a list of the Software Title(s) for which Sub-publisher
     has acquired publishing rights, the Territory(ies) for which such rights
     were granted, and the term of Licensee's agreement with Sub-publisher.


3. Changes to the Xbox Guide. The following shall replace Section 2.5 of the
PLA:

          Licensee acknowledges that the Xbox Guide is an evolving document and
     subject to change during the Term of this Agreement. Notwithstanding the
     prospect of such change, Microsoft agrees that except in circumstances
     where (a) such change is deemed vitally important to the success of the
     Xbox platform (e.g. changes due to piracy, technical failure) or (b) such
     change will not add significant expense to the Software Title's
     development, then (i) after completion of the Pre-Certification by
     Microsoft, Licensee will not be obligated to comply, with respect to such
     Software Title only, with any subsequent changes made by Microsoft to the
     technical or content requirements for Software Titles in the Xbox Guide;
     and (ii) subject to the immediately preceding clause any changes made by
     Microsoft in Branding Specifications or other Marketing Materials
     requirements after final Certification of a Software Title by Microsoft
     will be effective as to such Software Title only on a "going forward" basis
     (i.e., only to such Marketing Materials and/or Finished Product Units as
     are manufactured after Microsoft notifies Licensee of the change).
     Notwithstanding the foregoing (i) and (ii), Licensee shall comply with such
     changes to the Xbox Guide in the event Microsoft agrees to pay for
     Licensee's direct, out-of-pocket expenses necessarily incurred as a result
     of its retrospective compliance with the change.


4. Game Demos. We would also like to take this opportunity to clarify submission
and approval processes for demos. This section 4 shall replace the definition of
"Demo Finished Product Unit" in Section 6.1 of the PLA:

          For purposes of the PLA, "Demo Versions" means a small portion of an
     applicable Software Title that is provided to end users to advertise or
     promote a Software Title. Subject to the terms of the Xbox Guide, a Demo
     Version(s) may be distributed on Finished Product Units for other Software
     Titles. Additionally a Demo Version may be placed on a single Finished
     Product Unit either as a stand-alone or with other Demo Versions for
     distribution to end users, provided that Microsoft shall have prior
     approval over the number of units manufactured and the price of such units
     shall be free or at a suggested retail price not to exceed *****. Unless
     separately addressed in the Xbox Guide, all rights, obligations and
     approvals set forth in this Agreement as applying to Software Titles shall
     separately apply to its Demo Version. Demo Versions may not be distributed
     by Licensee until granted Certification approval by Microsoft.


5. Content Rating. There has been some confusion about content rating
requirements in Territories lacking a content rating body or authority. To be
clear, for Territories that do not utilize a content rating system (e.g. Japan),
Microsoft shall not approve any Software Title that, in its opinion, contains
excessive sexual content or violence, inappropriate language or other elements
deemed unsuitable for the Xbox console platform. This section 5 shall supplement
Section 2.2 of the PLA.



- --------
*    Confidential portion omitted and filed separately with the Securities
     Exchange Commission.





6. EULA and End User Rights. There have been questions about whether there will
be a EULA requirement for Software Titles. There is no such requirement at this
time; accordingly, this section 6 shall replace Section 3.2 of the PLA:

          Microsoft may in the future require that Licensee distribute (directly
     or indirectly) the Software Title to end users subject to an end user
     license agreement ("EULA") in a form to be approved by Microsoft. Microsoft
     will have the right to modify its requirements for the EULA at any time, in
     its discretion and Licensee shall implement, at its sole cost, all such new
     requirements as soon as reasonably possible after receiving written notice
     from Microsoft of such required modifications. Licensee may only grant end
     users the right to make personal, non-commercial use of Software Titles.
     Provided that Microsoft has approved of private network play in the Concept
     Summary, Licensee may grant end users the right to use Software Titles over
     a private network utilizing a Microsoft licensed "System Link Cable" that
     connects multiple Xbox's provided that each end user is the lawful
     possessor of a lawfully made copy of the Software Title, the use is
     noncommercial in nature and otherwise complies with requirements found in
     the Xbox Guide.


7. Manufacturing Processes. By now you should have received detailed
instructions about the manufacturing process and requirements for working with
Authorized Replicators in the Operations section of the Xbox Guide. Upon review,
you may have noted several additional requirements that had not been originally
specified in your PLA. These new requirements, which shall supplement Section 4
of the PLA are as follows:

     o    Licensee shall cause the Authorized Replicator to create several test
          versions of Finished Product Units ("Verification Version(s)") that
          shall be provided to both Microsoft and Licensee for evaluation. Prior
          to full manufacture of Finished Product Units by the Authorized
          Replicator, both parties shall have approved of the Verification
          Version. Microsoft's approval shall be a condition precedent to
          manufacture, however Licensee shall grant the final approval and shall
          work directly with the Authorized Replicator regarding the production
          run. Licensee agrees that all Finished Product Units must be
          replicated in conformity with all of the quality standards and
          manufacturing specifications, policies and procedures that Microsoft
          requires of its Authorized Replicators, and that all so-called
          "adders" must be approved by Microsoft prior to packaging (in
          accordance with Section 2.3.4 of the PLA).

     o    Throughout the manufacturing process and upon the request of
          Microsoft, Licensee shall cause the Authorized Replicator to provide
          additional Verification Versions of the Finished Product Units for
          evaluation by Microsoft.

     o    A so-called break-the-seal or "BTS" label will be issued to the
          Authorized Replicator for placement on Finished Product Unit packaging
          materials as further specified in the Xbox Guide. A BTS label shall be
          assigned to each Finished Product Unit that has been manufactured by
          the Authorized Replicator.

     o    Licensee is required to use an Authorized Replicator for manufacture
          of Finished Product Units but may, solely with respect to Finished
          Product Units manufactured for publication in the Territory comprising
          Europe, utilize a different process or company for the combination of
          Finished Product Units with Packaging Materials provided that such
          packaging process incorporates the BTS label and otherwise complies
          with the Xbox Guide. Licensee shall notify Microsoft regarding its use
          of such process or company so that the parties may properly coordinate
          their activities and approvals. To the extent that Microsoft is unable
          to accommodate such processes or company, Licensee shall modify its
          operations to comply with Microsoft's requirements.

     o    For purposes of assisting in the scheduling of manufacturing
          resources, monthly, or as otherwise requested by Microsoft in its
          reasonable discretion, Licensee shall provide




          Microsoft with monthly sales forecasts showing sales projections
          ****(*) out for Finished Product Units.

     o    Licensee acknowledges that Microsoft may charge the Authorized
          Replicator fees for rights, services or products associated with the
          manufacture of Finished Product Units and that the agreement with the
          Authorized Replicator grants Microsoft the right to instruct the
          Authorized Replicator to cease the manufacture of Finished Product
          Units and/or prohibit the release of Finished Product Units to
          Licensee or its agents in the event Licensee is in breach of this
          Agreement or any credit agreement (the "Credit Agreement") entered
          into by the parties.


8. Currency Conversion Ratio. For purposes of Section 6.2 of the PLA, the
currency conversion ratios set forth on Reuters.com (as of 4:00 p.m. London,
England time) shall replace the ratios set forth in the US edition of the Wall
Street Journal.


9. Royalty Payment Process. Microsoft has implemented a change in the royalty
payment process of which you should all be aware by now. Accordingly, the
following shall replace Section 6.3 of the PLA:

          Licensee shall be required to pre-pay all royalties owed to Microsoft
     for the planned manufacture of Finished Product Units by its Authorized
     Replicator. Licensee shall not authorize its Authorized Replicators to
     begin production until such time as Microsoft has verified with the
     Authorized Replicator and Licensee that such funds have been received and
     deposited. Depending upon Licensee's credit worthiness, Microsoft may, but
     shall not be obligated to, offer Licensee **** terms for the payment of
     royalties due under this Agreement. All payments shall be made by wire
     transfer only, in accordance with the payment instructions set forth in the
     Xbox Guide.


10. Confidentiality. The following shall replace Section 7.1 of the PLA:

          The information, materials and software exchanged by the parties
     hereunder or under an XDK License, including the terms and conditions
     hereof and of the XDK License, shall be subject to the Non-Disclosure
     Agreement between the parties attached hereto and incorporated herein by
     reference as Exhibit D; provided, however, that for purposes of the
     foregoing Section 2(a)(i) of the Non-Disclosure Agreement shall hereinafter
     read, "[The Receiving Party shall; (i)] Refrain from disclosing
     Confidential Information of the Disclosing Party to any third parties for
     as long as such remains undisclosed under 1(b) above except as expressly
     provided in Sections 2(b) and 2(c) of this [Non-Disclosure] Agreement." In
     this way, all Confidential Information provided hereunder or by way of the
     XDK License in whatever form (e.g. information, materials, tools and/or
     software exchanged by the parties hereunder or under an XDK License),
     including the terms and conditions hereof and of the XDK License, unless
     otherwise specifically stated, shall be protected from disclosure for as
     long as it remains Confidential.


11. Open Source Software [new section]. We have been fielding questions,
primarily at the developer level, about the use of open source software in
connection with the development of Xbox games. As you are surely aware, some
open source licenses, the GNU General Public License in particular, purport to
grant all third parties a license to any larger work that uses code covered by
that open source license. This puts the protection of not only Microsoft code,
but also your game code, at risk. As such, the PLA shall be amended as follows:



- --------
*    Confidential portion omitted and filed separately with the Securities
     Exchange Commission.




          Licensee's rights set forth in the PLA are conditioned upon Licensee
     (a) not incorporating Identified Open Source Software (as defined below)
     into or combining Identified Open Source Software with the Software Title;
     (b) not distributing Identified Open Source Software in conjunction with
     the Software Title; and (c) not using Identified Open Source Software in
     the development of the Software Title. "Identified Open Source Software"
     means software which is licensed pursuant to terms that (i) create, or
     purport to create, obligations for Microsoft with respect to the Software
     Title or (ii) grant, or purport to grant, to any third party any rights or
     immunities under Microsoft's intellectual property or proprietary rights in
     the Software Title. Identified Open Source Software includes, without
     limitation, any software that requires as a condition of use, modification
     and/or distribution of such software that other software incorporated into,
     derived from or distributed with such software be (a) disclosed or
     distributed in source code form; (b) be licensed for the purpose of making
     derivative works; or (c) be redistributable at no charge. Licensee warrants
     and represents that it shall not (a) incorporate Identified Open Source
     Software into or combine Identified Open Source Software with the Software
     Title; (b) distribute Identified Open Source Software in conjunction with
     the Software Title; and (c) use Identified Open Source Software in the
     development of the Software Title.

12. European Publication [new section]. As we understand that you may desire to
develop Xbox games for the European market, the two European approval options
described below will apply to you, and the PLA shall be amended as set forth
below. Note that given the necessity of Microsoft's granting approval over
Concept, Pre-Certification and Marketing Materials during the initial launch
phase of Xbox to ensure the success of the platform, the "EU Approval Option"
shall not be available until one year following the initial launch of Xbox in
Europe (the "Anniversary Date").

          As of the first day following the Anniversary Date and solely in
     connection with the distribution of European Finished Product Units,
     Licensee may choose either of the following options for the treatment of
     the European Finished Product Unit. For purposes of this letter, "European
     Finished Product Units" are Finished Product Units that Licensee intends to
     distribute and/or distributes in the Territory comprising Europe. For the
     avoidance of doubt, Finished Product Units that are identical to European
     Finished Products but distributed in Territories other than Europe, are not
     European Finished Product Units.

          Option 1: Standard Approval. Licensee shall comply with all terms,
     obligations and requirements of the PLA. Licensee shall notify Microsoft in
     advance of development regarding its intent to comply with this option
     which shall hereafter be referred to as the Standard Approval process.

          Option 2: EU Approval. At any time during a Software Title's
     development prior to manufacture by an Authorized Replicator, Licensee may
     choose to not submit its Software Title to Microsoft for Concept approval
     (Section 2.1 of the PLA), Pre-Certification (described above in section 1
     of this letter) and Art & Marketing Materials approval (Sections 2.1.6 and
     5.2 of the PLA). Notwithstanding the foregoing, Licensee shall be required
     to submit the Software Title to Microsoft for Certification approval
     (described above in section 1 of this letter) and shall comply with the
     Content Rating requirements (Section 2.2 of the PLA and amended by section
     5 of this letter). Collectively, this option shall be referred to herein as
     the EU Approval Option. Additional information regarding this option shall
     be set forth shortly in the Xbox Guide.

          In the event Licensee chooses the EU Approval Option, Licensee shall
     not use the Licensed Trademarks on the European FPU and therefore the
     license grant set forth in Section 3.1 of the PLA is withdrawn as to such
     European Finished Product Units. In addition, Licensee shall make no
     statements in advertising, marketing materials, packaging, websites or
     otherwise that the European FPU is approved or otherwise sanctioned by
     Microsoft or is an official Xbox Software Title.

          In the event the European Finished Product Units fail Certification
     approval, Licensee may resubmit such titles consistent with the terms of
     the PLA or the Xbox Guide, but under no



     circumstances shall Licensee manufacture or Commercially Release the
     European FPU until such time as they have passed Certification approval.

          In the event Licensee chooses the EU Approval Option but subsequently
     chooses the Standard Approval Option, Licensee shall be required to comply
     with all terms of the Agreement concerning approvals and the release of the
     European Finished Product Units as deemed relevant by Microsoft.

          In the event Licensee requests distribution of the European Finished
     Product Units in Territories other than Europe, Licensee shall be required
     to comply with all terms of the PLA concerning approvals and the release of
     the Finished Product Units as deemed relevant by Microsoft.

          Notwithstanding Licensee's choice of the EU Approval Option, all other
     portions of the Agreement other than those specifically identified above as
     no longer governing Licensee's distribution of the European Finished
     Product Units shall remain in effect, including, but not limited to,
     Licensee's obligation to pay royalties, use a Microsoft approved Authorized
     Replicator, warranty and indemnity obligations and Term.


An additional copy of this letter amendment is enclosed. Please arrange for an
authorized representative of your company to sign and date both copies of this
letter in the space provided below, and return to Microsoft Licensing, Inc.,
attention Xbox Publisher Accounting Services, 6100 Neil Road, Suite 100, Reno,
Nevada 89511-1137. Upon receipt, MSLI will countersign this letter and return
one fully-executed letter to you for your files. Thank you for your attention to
this matter.


                                               Sincerely,



                                               --------------------------
                                               Xbox Account Manager




Accepted and agreed:


                                            Microsoft Licensing, Inc.
- -----------------------------
Publisher Name


- -----------------------------               -----------------------------
By (sign)                                   By (sign)

- -----------------------------               -----------------------------
Name (Print)                                Name (Print)

- -----------------------------               -----------------------------
Title                                       Title

- -----------------------------               -----------------------------
Date                                        Date

EX-10.5

                    SONY COMPUTER ENTERTAINMENT AMERICA INC.























                                 PLAYSTATION(R)2







                                 CD-ROM/DVD-ROM







                          LICENSED PUBLISHER AGREEMENT



     This LICENSED PUBLISHER AGREEMENT (the "Agreement" or "LPA"), entered into
as of the 1st day of April 2000 (the "Effective Date"), by and between SONY
COMPUTER ENTERTAINMENT AMERICA INC., with offices at 919 E. Hillsdale Boulevard,
Foster City, CA 94404 (hereinafter "SCEA"), and Majesco Sales, Inc., with
offices at 160 Raritan Center Parkway, Edison, NJ 08837 (hereinafter
"Publisher").

     WHEREAS, SCEA, its parent company, Sony Computer Entertainment Inc, and/or
certain of their affiliates and companies within the group of companies of which
any of them form a part (collectively referred to herein as "Sony") are
designing and developing, and licensing core components of, a computer
entertainment system known as the PlaySlation(R)2 computer entertainment system
(hereinafter referred to as the "System").

     WHEREAS, SCEA has the right to grant licenses to certain SCEA Intellectual
Property Rights (as defined below) in connection with the System.




     WHEREAS, Publisher desires to be granted a non-exclusive license to
publish, develop, have manufactured, market, distribute and sell Licensed
Products (as defined below) pursuant to the terms and conditions set forth in
this Agreement; and SCEA is willing, on the term and subject to the conditions
of this Agreement, to grant Publisher such a license.

     NOW, THEREFORE, in consideration of the representations, warranties and
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Publisher and SCEA
hereby agree as follows:


1. DEFINITION OF TERMS.

     1.1 "Advertising Materials" means any advertising, marketing,
merchandising, promotional, public relations (including press releases) and
display materials relating to or concerning Licensed Products or proposed
Licensed Products, or any other advertising, merchandising, promotional, public
relations (including press releases) and display materials depicting any of the
Licensed Trademarks. For purposes of this Agreement, Advertising Materials
include any advertisements in which the System is referred to or used in any
way, including but not limited to giving the System away as prizes in contests
or sweepstakes and the public display of the System in product placement
opportunities.

     1.2 "Affiliate of SCEA" means, as applicable, either Sony Computer
Entertainment Inc. in Japan, Sony Computer Entertainment Europe Ltd. in the
United Kingdom or such other Sony Computer Entertainment entity as may be
established from time to time.

     1.3 "Designated Manufacturing Facility" means a manufacturing facility or
facilities which is designated by SCEA in its sole discretion to manufacture
Licensed Products and/or their component parts, which may include manufacturing
facilities owned and operated by affiliated companies of SCEA.

     1.4 "Development System Agreement" means an agreement entered into between
SCEA and a Licensed Publisher, Licensed Developer or other licensee for the sa1e
or license of Development Tools.

     1.5 "Deve1opment Tools" means the PlayStation 2 development tools sold or
licensed by SCEA to a Licensed Publisher or Licensed Developer for use in the
development of Executable Software for the System.

     1.6 "Executable Software" means software which includes Product Software
and any software provided directly or indirectly by SCEA or an Affiliate of SCEA
designed for execution exclusively on the System and which has the ability to
communicate with the software resident in the System.

     1.7 "Fiscal Year" means a year measured from April 1 to March 31.

     1.8 "Generic Line" means the generic legal attribution line used on SCEA
marketing or other materials, which shall be or be substantially similar to the
following: "Product copyright and trademarks are the property of the respective
publisher or their licensors".


                                       2


     1.9 "Guidelines" shall mean any guidelines of SCEA or an Affiliate of SCEA
with respect to SCEA Intellectual Property Rights, which may be set forth in the
SourceBook 2 or in other documentation provided by SCEA or an Affiliate of SCEA
to Publisher.

     1.10 "Legal Copy" means any legal or contractual information required to be
used in connection with a Licensed Product or Product Information, including but
not limited to copyright and trademark attributions, contractual credits and
developer or distribution credits.

     1.11 "Level 1 Rebate" shall have the meaning set forth in Section 8.4
hereto.

     1.12 "Level 2 Rebate" shall have the meaning set forth in Section 8.4
hereto.

     1.13 "Licensed Developer" means any developer that has signed a valid and
then current Licensed Developer Agreement.

     1.14 "Licensed Developer Agreement" or "LDA" means a valid and current
license agreement for the development of Licensed Products for the System, fully
executed between a Licensed Developer and SCEA or an Affiliate of SCEA.

     1.15 "Licensed Products" means the Executable Software (which may be
combined with Executable Software of other Licensed Publishers or Licensed
Developers), which shall consist of one product developed for the System or for
the original PlayStation game console per Unit, in final form developed
exclusively for the System. Publisher shall have no right to package or bundle
more than one product developed for the System or for the original PlayStation
game console in a single Unit unless separately agreed with SCEA.

     1.16 "Licensed Publisher" means any publisher that has signed a valid and
then current Licensed Publisher Agreement.

     1.17 "Licensed Publisher Agreement" or "LPA" means a valid and current
license agreement for the publication, development, manufacture, marketing,
distribution and sale of Licensed Products for the System, fully executed
between a Licensed Publisher and SCEA or an Affiliate of SCEA.

     1.18 "Licensed Territory" means the United States (including its
possessions and territories) and Canada. The Licensed Territory may be modified
and/or supplemented by SCEA from time to time pursuant to Section 4.4 below.

     1.19 "Licensed Trademarks" means the trademarks, service marks, trade
dress, logos and other icons or indicia designated by SCEA in the SourceBook 2
or other Guidelines for use on or in connection with Licensed Products. Nothing
contained in this Agreement shall in any way grant Publisher the right to use
the trademark "Sony" in any manner. SCEA may amend such Licensed Trademarks from
time to time in the SourceBook 2 or other Guidelines or upon written notice to
Publisher.

     1.20 "Manufacturing Specifications" means specifications setting forth
terms relating to the manufacture and assembly of PlayStation(R)2 Format Discs,
Packaging, Printed Materials and each of their component parts, which shall be
set forth in the SourceBook 2 or other documentation provided by SCEA or a
Designated Manufacturing Facility to Publisher and which may be amended from
time to time upon reasonable notice to Publisher.

                                       3


     1.21 "Master Disc" means a recordable CD-ROM or DVD-ROM disc in the form
requested by SCEA containing final pre-production Executable Software for a
Licensed Product.

     1.22 "Packaging" means, with respect to each Licensed Product, the carton,
containers, packaging, edge labels and other proprietary labels, trade dress and
wrapping materials, including any jewel case (or other CD-ROM or DVD-ROM
container) or parts thereof, but excluding Printed Materials and PlayStation(R)2
Format Discs.

     1.23 "PlayStation(R)2 Format Discs" means the uniquely marked or colored
CD-ROM or DVD-ROM discs formatted for use with the System which, for purposes of
this Agreement, are manufactured on behalf of Publisher and contain Licensed
Products or SCEA Demo Disc.

     1.24 "Printed Materials" means all artwork and mechanicals set forth on the
disc label of the PlayStation Disc relating to any of the Licensed Products and
on or inside any Packaging for the Licensed Product, and all instructional
manuals, liners, inserts, trade dress and other user information to be inserted
into the Packaging.

     1.25 "Product Information" means any information owned or licensed by
Publisher relating in any way to Licensed Products, including but not limited to
demos, videos, hints and tips, artwork, depictions of Licensed Product cover art
and videotaped interviews.

     1.26 "Product Proposal" shall have the meaning set forth in Section 5.2.1
hereto.

     1.27 "Product Software" means any software including audio and video
material developed by a Licensed Publisher or Licensed Developer, which, either
by itself or combined with Product Software of other licensees, when integrated
with software provided by SCEA or an Affiliate of SCEA, creates Executable
Software. It is understood that Product Software contains no proprietary
information of Sony or any other rights of SCEA.

     1.28 Publisher Intellectual Property Rights" means those intellectual
property rights, including but not limited to patents and other patent rights,
copyrights, trademarks, service marks, trade names, trade dress, mask work
rights, utility model rights, trade secret rights, technical information,
know-how, and the equivalents of the foregoing under the laws of any
jurisdiction, and all other proprietary or intellectual property rights
throughout the universe, which pertain to Product Software, Product Information,
Printed Materials, Advertising Materials or other rights of Publisher required
or necessary under this Agreement.

     1.29 Purchase Order" means a written purchase order processed in accordance
with the terms of Section 6.2.2 hereto. The Manufacturing Specifications or
other terms provided separately by SCEA or a Designated Manufacturing Facility
to Publisher.

     1.30 "SCEA Demo Disc" means any demonstration disc developed and
distributed by SCEA.

     1.31 "SCEA Established Third Party Demo Disc Programs" means (i) any
consumer or trade demonstration disc program specified in the SourceBook 2, and
(ii) any other third party demo disc program established by SCEA for Licensed
Publishers.

     1.32 "SCEA Intellectual Property Rights" means those intellectual property
rights, including but not limited to patents and other patent rights,
copyrights, trademarks, service


                                       4


marks, trade names, trade dress, mask work rights, utility model rights, trade
secret rights, technical information, know-how, and the equivalents of the
foregoing under the laws of any jurisdiction, and all other proprietary or
intellectual property rights throughout the universe, which are required to
ensure compatibility with the System or which pertain to the Licensed
Trademarks.

     1.33 "SCEA Product Code" means the product identification number assigned
to each Licensed Product, which shall consist of separate product identification
numbers for multiple disc sets (i.e., SLUS-xxxxx). This SCEA Product Code is
used on the Packaging and PlayStation Disc relating to each Licensed Product, as
well as on most communications between SCEA and Publisher as a mode of
identifying the Licensed Product other than by title.

     1.34 "Sony Materials" means any data, object code, source code, firmware,
documentation (or any part(s) of any of the foregoing), related to the System,
selected in the sole judgment of SCEA, which are provided or supplied by SCEA or
an Affiliate of SCEA to Publisher or any Licensed Developer and/or other
Licensed Publisher. For purposes of this Agreement, Sony Materials shall not
include any hardware portions of the Development Tools, but shall include
firmware in such hardware.

     1.35 "SourceBook 2" means the PlayStation 2 SourceBook (or any other
reference guide containing information similar to the SourceBook 2 but
designated with a different name) prepared by SCEA, which is provided separately
to Publisher. The SourceBook 2 is designed to serve as the first point of
reference by Publisher in every phase of the Development Tools, but shall
include firmware in such hardware.

     1.36 "Standard Rebate" shall mean the rebate offered by SCEA on titles of
Licensed Products that achieve specified sales volumes as set forth in Section
8.4 of this Agreement.

     1.37 "Third Party Demo Disc" means any demo disc developed and marketed by
a Licensed Publisher, which complies with the terms of a SCEA Established Third
Party Demo Disc Program.

     1.38 "Unit" means an individual copy of a Licensed Product title regardless
of the number of PlayStation 2 Format Discs constituting such Licensed Product
title.

     1.39 "Wholesale Price" or "WSP" shall mean the greater of (i) the first
published price of the Licensed Product offered to retailers by Publisher as
evidenced by a sell sheet or price list issued by Publisher, or (ii) the actual
price paid by retailers upon the first commercial shipment of a Licensed Product
without offsets, rebates or deductions from invoices of any kind.


2. LICENSE.

     2.1 LICENSE GRANT. SCEA grants to Publisher, and Publisher hereby accepts,
for the term of this Agreement, within the Licensed Territory, under SCEA
Intellectual Property Rights owned, controlled or licensed by SCEA, a
non-exclusive, non-transferable license, without the right to sublicense (except
as specifically provided herein), to publish Licensed Products using Sony
Materials, which right shall be limited to the following rights and other rights
set forth in, and in accordance with the terms of, this LPA: (i) to produce or
develop Licensed Products and to enter into agreements with Licensed Developers
and other third parties to develop Licensed


                                       5


Products; (ii) to have such Licensed Products manufactured; (iii) to market,
distribute and sell such Licensed Products and to authorize others to do so,
(iv) to use the Licensed Trademarks strictly and only in connection with the
development, manufacturing, marketing, packaging, advertising and promotion of
the Licensed Products, and subject to SCEA's right of approval as provided
herein, and (v) to sublicense to end users the right to use the Licensed
Products for noncommercial purposes in conjunction with the System only, and not
with other devices or for public performance.

     2.2 SEPARATE PLAYSTATION AGREEMENTS. Unless specifically set forth in this
Agreement, all terms used herein are specific to the System and the third party
licensing program related thereto and not to the original PlayStation game
console or third party licensing program related thereto. Licenses relating to
the original PlayStation game console are subject to separate agreements with
SCEA, and any license of rights to Publisher under such separate agreements
shall not confer on Publisher any rights under the System and vice versa.


3. DEVELOPMENT OF LICENSED PRODUCTS.

     3.1 RIGHT TO DEVELOP. This LPA grants to Publisher the right to develop
Licensed Products. It also gives Publisher the right to purchase and/or license
Development Tools, as is appropriate, from SCEA or its designated agent,
pursuant to a separate Development System Agreement with SCEA, to assist in such
development. In developing Executable Software (or portions thereof), Publisher
and its agents shall fully comply in all respects with any and all technical
specifications which may from time to time be issued by SCEA. In the event that
Publisher uses third party tools to develop Executable Software, Publisher shall
be responsible for ensuring that it has obtained appropriate licenses for such
use.

     3.2 DEVELOPMENT BY THIRD PARTIES. Except as otherwise set forth herein,
Publisher shall not provide Sony Materials or SCEA's Confidential Information to
any third party. Publisher shall be responsible for determining that third
parties meet the criteria set forth herein. Publisher may contract with a third
party for development of Licensed Products, provided that such third party is:
(i) a Licensed Publisher, (ii) a Licensed Developer, or (iii) an SCEA-authorized
subcontractor in compliance with the provisions of Section 16.6. Publisher shall
notify SCEA in writing of the identity of any such third party within thirty
(30) days of entering into an agreement or other arrangement with the third
party.


4. LIMITATIONS ON LICENSES; RESERVATION OF RIGHTS.

     4.1 REVERSE ENGINEERING PROHIBITED. Other than as expressly permitted by
SCEA in writing, Publisher shall not directly or indirectly disassemble,
decrypt, electronically scan, peel semiconductor components, decompile, or
otherwise reverse engineer in any manner or attempt to reverse engineer or
derive source code from, all or any portion of the Sony Materials, or permit,
assist or encourage any third party to do so. Other than as expressly permitted
by SCEA in writing, Publisher shall not use, modify, reproduce, sublicense,
distribute, create derivative works from, or otherwise provide to third parties,
the Sony Materials, in whole or in part, other than as expressly permitted by
SCEA. SCEA shall permit Publisher to study the performance, design and operation
of the Development Tools solely for the limited purposes of developing and
testing Publisher's software applications, or to build tools to assist Publisher
with the development and testing of software applications for Licensed Products.
Any tools developed or


                                       6


derived by Publisher resulting from the study of the performance, design or
operation of the Development Tools shall be considered as derivative products of
the Sony Materials for copyright purposes, but may be treated as trade secrets
of Publisher. In no event shall Publisher patent any tools created, developed or
derived from Sony Materials. Publisher shall not make available to any third
party any tools developed or derived from the study of the Development Tools
without the express written permission of SCEA. Use of such tools shall be
strictly limited to the creation or testing of Licensed Products and any other
use, direct or indirect of such tools is strictly prohibited. Publisher shall be
required in all cases to pay royalties in accordance with Section 8 hereto to
SCEA on any of Publisher's products utilizing any Sony Materials or derivative
works made therefrom. Moreover, Publisher shall bear all risks arising from
incompatibility of its Licensed Product and the System resulting from use of
Publisher-created tools. The burden of proof under this Section shall be on
Publisher, and SCEA reserves the right to require Publisher to furnish evidence
satisfactory to SCEA that Publisher has complied with this Section.

     4.2 Reservation of SCEA's Rights.

          4.2.1 LIMITATION OF RIGHTS TO LICENSES GRANTED. The licenses granted
in this Agreement extend only to the publication, development, manufacture,
marketing, distribution and sale of Licensed Products for use on the System, in
such formats as may be designated by SCEA. Without limiting the generality of
the foregoing and except as otherwise provided herein, Publisher shall not
distribute or transmit the Executable Software or the Licensed Products via
electronic means or any other means now known or hereafter devised, including
without limitation, via wireless, cable, fiber optic means, telephone lines,
microwave and/or radio waves, or over a network of computers, or other devices.
Notwithstanding this limitation, Publisher may electronically transmit
Executable Software from site to site, or from machine to machine over a
computer network, for the sole purpose of facilitating development; provided
that no right of retransmission shall attach to any such transmission, and
provided further that Publisher shall use reasonable security measures customary
within the high technology industry to reduce the risk of unauthorized
interception or retransmission of such transmissions. This Agreement does not
grant any right or license, under any SCEA Intellectual Property Rights or
otherwise, except as expressly provided herein, and no other right or license is
to be implied by or inferred from any provision of this Agreement or the conduct
of the parties hereunder.

          4.2.2 OTHER USE OF SONY MATERIALS AND SCEA INTELLECTUAL PROPERTY
RIGHTS. Publisher shall not make use of any Sony Materials or any SCEA
Intellectual Property Rights (or any portion thereof) except as authorized by
and in compliance with the provisions of this Agreement. Publisher shall not use
the Executable Software, Sony Materials or SCEA's Confidential Information in
connection with the development of any software for any emulator or other
computer hardware or software System. No right, license or privilege has been
granted to Publisher hereunder concerning the development of any collateral
product or other use or purpose of any kind whatsoever which displays or depicts
any of the Licensed Trademarks. The rights set forth in Section 2.1(v) hereto
are limited to the right to sublicense such rights to end users for
non-commercial use; any public performance relating to the Licensed Product or
the System is prohibited unless expressly authorized in writing by SCEA.

     4.3 RESERVATION OF PUBLISHER'S RIGHTS. Separate and apart from Sony
Materials and other rights licensed to Publisher by SCEA hereunder, as between
Publisher and SCEA. Publisher retains all rights, title and interest in and to
the Product Software, and the Product


                                       7


Proposals and Product Information related thereto, including without limitation
Publisher Intellectual Property Rights therein, as well as Publisher's rights in
any source code and other underlying material such as artwork and music related
thereto and any names used as titles for Licensed Products and other trademarks
used by Publisher. Nothing in this Agreement shall be construed to restrict the
right of Publisher to develop, distribute or transmit products incorporating the
Product Software and such underlying material (separate and apart from the Sony
Materials) for any hardware platform or service other than the System, or to use
Printed Materials or Advertising Materials approved by SCEA as provided herein
(provided that such Printed Materials and/or Advertising Materials do not
contain any Licensed Trademarks) as Publisher determines for such other
platforms. SCEA shall not do or cause to be done any act or thing in any way
impairing or tending to impair or dilute any of Publisher's rights, title or
interests hereunder. Notwithstanding the foregoing, Publisher shall not
distribute or transmit Product Software which is intended to be used with the
System via electronic means or any other means now known or hereafter devised,
including without limitation, via wireless, cable, fiber optic means, telephone
lines, microwave and/or radio waves, or other a network of computers or other
devices, except as otherwise permitted in Section 4.2.1 hereto.

     4.4 ADDITIONS TO AND DELETIONS FROM LICENSED TERRITORY. SCEA may, from time
to time, add one or more countries to the Licensed Territory by providing
written notice of such addition to Publisher. SCEA shall also have the right to
delete, and intends to delete any countries from the Licensed Territory if, in
SCEA's reasonable judgment, the laws or enforcement of such laws in such
countries do not protect SCEA Intellectual Property Rights. In the event a
country is deleted from the Licensed Territory, SCEA shall deliver to Publisher
a notice stating the number of days within which Publisher shall cease
distributing Licensed Products, and retrieve any Development Tools located, in
any such deleted country. Publisher shall cease distributing Licensed Products,
and retrieve any Development Tools, directly or through subcontractors, by the
end of the period stated in such notice.

     4.5 SOURCEBOOK 2 REQUIREMENT. Publisher shall be required to comply with
all the provisions of the SourceBook 2, including without limitation the
Technical Requirements Checklist therein, when published, or within a
commercially reasonable time following its publication to incorporate such
provisions, as if such provisions were set forth in this Agreement.


5. QUALITY STANDARDS FOR THE LICENSED PRODUCTS.

     5.1 QUALITY ASSURANCE GENERALLY. The Licensed Products (and all portions
thereof) and Publisher's use of any Licensed Trademarks shall be subject to
SCEA's prior written approval, which shall not be unreasonably withheld or
delayed and which shall be within SCEA's sole discretion as to acceptable
standards of quality. SCEA shall have the right at any stage of the development
of a Licensed Product to review such Licensed Product to ensure that it meets
SCEA's quality assurance standards. All Licensed Products will be developed to
substantially utilize the particular capabilities of the System's proprietary
hardware, software and graphics. No approval by SCEA of any element or stage of
development of any Licensed Product shall be deemed an approval of any other
element or stage of such Licensed Product, nor shall any such approval be deemed
to constitute a waiver of any of SCEA's rights under this Agreement. In
addition, SCEA's approval of any element or any stage of development of any
Licensed Product shall not release Publisher from any of its representations and
warranties in Section 9.2 hereunder.


                                       8


     5.2 PRODUCT PROPOSALS.

          5.2.1 SUBMISSION OF PRODUCT PROPOSAL. Publisher shall submit to SCEA
for SCEA's written approval or disapproval, which shall not be unreasonably
withheld or delayed, a written proposal (the "Product Proposal"). Such Product
Proposal must contain all information specified in the SourceBook 2, as well as
any additional information that SCEA may deem to be useful in evaluating the
proposed Licensed Product.

          5.2.2 APPROVAL OF PRODUCT PROPOSAL. After SCEA's review of Publisher's
Product Proposal, Publisher will receive written notice from SCEA of' the status
of the Product Proposal, which may range from "Approved" to "Not Approved". Such
conditions shall have the meanings ascribed to them in the SourceBook 2, and may
be changed from time to time by SCEA. If a Product Proposal is "Not Approved",
then neither Publisher nor any other Licensed Developer or Licensed Publisher
may re-submit such Product Proposal without significant, substantive revisions.
SCEA shall have no obligation to approve any Product Proposal submitted by
Publisher. Any development conducted by or at the direction of' Publisher and
any legal commitment relating to development work shall be at Publisher's own
financial and commercial risk. Publisher shall not construe approval of a
Product Proposal as a commitment by SCEA to grant final approval to such
Licensed Product. Nothing herein shall restrict SCEA from commercially
exploiting any coincidentally similar concept(s) and/or product(s), which have
been independently developed by SCEA, an Affiliate of SCEA or any third party.

          5.2.3 CHANGES TO PRODUCT PROPOSAL. Publisher shall notify SCEA
promptly in writing in the event of any material proposed change in any portion
of the Product Proposal. SCEA's approval of a Product Proposal shall not
obligate Publisher to continue with development or production of the proposed
Licensed Product, provided, that Publisher must immediately notify SCEA in
writing if it discontinues, cancels or otherwise delays past the original
scheduled delivery date the development of any proposed Licensed Product. In the
event that Publisher licenses a proposed Licensed Product from another Licensed
Publisher or a Licensed Developer, it shall immediately notify SCEA of such
change and must resubmit such Licensed Product to SCEA for approval in
accordance with the provisions of Section 5.2.1 above.

     5.3 WORK-IN-PROGRESS.

          5.3.1 SUBMISSION AND REVIEW OF WORK-IN-PROGRESS. SCEA shall require
Publisher to submit to SCEA work-in-progress on Licensed Products at certain
intervals throughout their development and, upon written notice to Publisher, at
any time during the development process. Upon approval of the Product Proposal,
Publisher must, within the time frame indicated in the approval letter,
communicate with SCEA and mutually agree on a framework for the review of such
Licensed Product throughout the development process ("Review Process"). Once the
Review Process has begun, Publisher shall be responsible for submitting
work-in-progress to SCEA in accordance with such Review Process. Failure to
submit work-in-progress in accordance with any stage of the Review Process may,
at SCEA's discretion, result in revocation of approval of such Product Proposal.

          5.3.2 APPROVAL OF WORK-IN-PROGRESS. SCEA shall have the right to
approve, reject or require additional information with respect to each stage of
the Review Process. SCEA shall specify in writing the reasons for any such
rejection or request for additional information


                                       9


and shall state what corrections and/or improvements are necessary. If any stage
of the Review Process is not provided to SCEA or is not successfully met, after
a reasonable cure period agreed to between SCEA; and Publisher, SCEA shall have
the right to revoke the approval of Publisher's Product Proposal.

          5.3.3 CANCELLATION OR DELAY; CONDITIONS OF APPROVAL. Licensed Products
which are canceled by Publisher or are late in meeting the final Executable
Software delivery date by more than three (3) months (without agreeing with SCEA
on a modified final delivery date) shall be subject to the termination
provisions set forth in Section 14.3 hereto. In addition, failure to make
changes required by SCEA to the Licensed Product at any stage of the Review
Process, or making material changes to the Licensed Product without SCEA's
approval, may subject Publisher to the termination provisions set forth in
Section 14.3 hereto.

     5.4 APPROVAL OF EXECUTABLE SOFTWARE. On or before the date specified in the
Product Proposal or as determined by SCEA pursuant to the Review Process,
Publisher shall deliver to SCEA for its inspection and evaluation, a final
version of the Executable Software for the proposed Licensed Product. SCEA will
evaluate such Executable Software and notify Publisher in writing of its
approval or disapproval, which shall not be unreasonably withheld or delayed. If
such Executable Software is disapproved, SCEA shall specify in writing the
reasons for such disapproval and state what corrections and improvements are
necessary. After making the necessary corrections and improvements, Publisher
shall submit a new version of such Executable Software for SCEA's approval. SCEA
shall have the right to disapprove Executable Software if it fails to comply
with SCEA's corrections or improvements or one or more conditions as set forth
in the SourceBook 2 with no obligation to review all elements of any version of
Executable Software. All final versions of Executable Software shall be
submitted in the format prescribed by SCEA and shall include such number of
Master Discs as SCEA may require from time to time. Publisher hereby (i)
warrants that all final versions of Executable Software are fully tested; (ii)
shall use its best efforts to ensure such Executable Software is fully debugged
prior to submission to SCEA; and (iii) warrants that all versions of Executable
Software comply or will comply with standards set forth in the SourceBook 2 or
other documentation provided by SCEA to Publisher. In addition, prior to
manufacture of Executable Software, Publisher must sign an accountability form
stating that (x) Publisher approves the release of such Executable Software for
manufacture in its current form and (y) Publisher shall be fully responsible for
any problems related to such Executable Software.

     5.5 PRINTED MATERIALS.

          5.5.1 COMPLIANCE WITH GUIDELINES. For each proposed Licensed Product,
Publisher shall be responsible, at Publisher's expense, for creating and
developing Printed Materials. All Printed Materials shall comply with the
Guidelines, which may be amended from time to time, provided that Publisher
shall, except as otherwise provided herein, only be required to implement
amended Guidelines in subsequent orders of Printed Materials and shall not be
required to recall or destroy previously manufactured Printed Materials, unless
such Printed Materials do not comply with the original requirements in the
Guidelines or unless explicitly required to do so in writing by SCEA.

          5.5.2 SUBMISSION AND APPROVAL OF PRINTED MATERIALS. No later than
submission of final Executable Software for a proposed Licensed Product,
Publisher shall also deliver to SCEA, for review and evaluation, the proposed
final Printed Materials and a form of


                                       10


limited warranty for the proposed Licensed Product. Failure to meet any
scheduled release dates for a Licensed Product is solely the risk and
responsibility of Publisher, and SCEA assumes no responsibility for Publisher
failing to meet such scheduled release dates due to this submission process. The
quality of such Printed Materials shall be of the same quality as that
associated with other commercially available high quality software products. If
any of' the Printed Materials are disapproved, SCEA shall specify the reasons
for such disapproval and state what corrections are necessary. SCEA shall have
no liability to Publisher for costs incurred or irrevocably committed to by
Publisher for production of Printed Materials that are disapproved by SCEA.
After making the necessary corrections to any disapproved Printed Materials,
Publisher must submit new Printed Materials for approval by SCEA. SCEA shall not
unreasonably withhold or delay its review of Printed Materials.

     5.6 ADVERTISING MATERIALS.

          5.6.1 SUBMISSION AND APPROVAL OF ADVERTISING MATERIALS. Pre-production
samples of all Advertising Materials shall be submitted by Publisher to SCEA, at
Publisher's expense, prior to any actual production, use or distribution of any
such items by Publisher or on its behalf. SCEA shall evaluate and approve such
Advertising Materials, which approval shall not be unreasonably withheld or
delayed, as to the following standards: (i) the content, quality, and style of
the overall advertisement; (ii) the quality, style, appearance and usage of any
of the Licensed Trademarks; (iii) appropriate references of any required
notices; and (iv) compliance with the Guidelines. If any of the Advertising
Materials are disapproved, SCEA shall specify the reasons for such disapproval
and state what corrections are necessary. SCEA may require Publisher to
immediately withdraw and reprint any Advertising Materials that have been
published but have not received the written approval of SCEA. SCEA shall have no
liability to Publisher for costs incurred or irrevocably committed to by
Publisher for production of Advertising Materials that are disapproved by SCEA.
For each Licensed Product, Publisher shall be required to deliver to SCEA an
accountability form stating that all Advertising Materials for such Licensed
Product comply or will comply with the Guidelines for use of the Licensed
Trademarks. After making the necessary corrections to any disapproved
Advertising Materials, Publisher must submit new proposed Advertising Materials
for approval by SCEA.

          5.6.2 FAILURE TO COMPLY; THREE STRIKES PROGRAM. Publishers who fail to
obtain SCEA's approval of Advertising Materials prior to broadcast or
publication shall be subject to the provisions of the "Three Strikes" program
outlined in the SourceBook 2. Failure to obtain SCEA's approval of Advertising
Materials could result in termination of this LPA or termination of approval of
the Licensed Product, or could subject Publisher to the provisions of Section
14.4 hereto. Failure to meet any scheduled release dates for Advertising
Materials is solely the risk and responsibility of Publisher, and SCEA assumes
no responsibility for Publisher failing to meet such scheduled release dates due
to approval requirements as set forth in this Section.

          5.6.3 SCEA MATERIALS. Subject in each instance to the prior written
approval of SCEA, Publisher may use advertising materials owned by SCEA
pertaining to the System or to the Licensed Trademarks on such Advertising
Materials as may, in Publisher's judgment, promote the sale of Licensed
Products.

     5.7 RATING REQUIREMENTS. If required by SCEA or any governmental entity,
Publisher shall submit each Licensed Product to a consumer advisory ratings
system designated


                                       11


by SCEA and/or such governmental entity for the purpose of obtaining rating
code(s) for each Licensed Product. Any and all costs and expenses incurred in
connection with obtaining such rating code(s) shall be borne solely by
Publisher. Any required consumer advisory rating code(s) procured hereby shall
be displayed on the Licensed Product and in the associated Printed Materials and
Advertising Materials, at Publisher's cost and expense, in accordance with the
SourceBook 2 or other documentation provided by SCEA to Publisher.

     5.8 PUBLISHER'S ADDITIONAL QUALITY ASSURANCE OBLIGATIONS. If at any time or
times subsequent to the approval of Executable Software and Printed Materials,
SCEA identifies any material defects (such materiality to be determined by SCEA
in its sole discretion) with respect to the Licensed Product, or in the event
that SCEA identifies any improper use of its Licensed Trademarks or Sony
Materials with respect to the Licensed Product, or any such material defects or
improper use are brought to the attention of SCEA, Publisher shall, at no cost
to SCEA. promptly correct all such material defects, or improper use of Licensed
Trademarks or Sony Materials, to SCEA's commercially reasonable satisfaction,
which may include, if necessary in SCEA's judgment, the recall and re-release of
such Licensed Product. In the event any Units of Licensed Products create any
risk of loss or damage to any property or injury to property or injury to any
person, Publisher shall immediately take effective steps, at Publisher's sole
liability and expense, to recall and/or to remove such defective units from any
affected channels of distribution, provided, however, that if Publisher is not
acting as the distributor and/or seller for the Licensed Products, its
obligation hereunder shall be to use its best efforts to arrange removal of such
Licensed Product from channels of distribution. Publisher shall provide all
end-user support for the Licensed Products and SCEA expressly disclaims any
obligation to provide end-user support on Publisher's Licensed Products.


6. MANUFACTURE OF THE LICENSED PRODUCTS.

     6.1 MANUFACTURE OF UNITS. Upon approval of Executable Software and
associated Printed Materials pursuant to Section 5, and subject to Sections
6.1.2, 6.1.3 and 6.1.4 below, the Designated Manufacturing Facility will, in
accordance with the terms and conditions set forth, in this Section 6, and at
Publisher's expense (a) manufacture PlayStation(R)2 Format Discs for Publisher;
(b) manufacture Publisher's Packaging and/or Printed Materials; and/or (c)
assemble the PlayStation(R)2 Format Discs with the Printed Materials and the
Packaging. Publisher shall comply with all Manufacturing Specifications related
to the particular terms set forth herein. SCEA reserves the right to insert or
require the Publisher to insert certain Printed Materials relating to the System
or Licensed Trademarks into each Unit.

          6.1.1 MANUFACTURE OF PLAYSTATION(R)2 FORMAT DISCS.

               6.1.1.1 DESIGNATED MANUFACTURING FACILITIES. To insure
compatibility of the PlayStation(R)2 Format Discs with the System, consistent
quality of the Licensed Product and incorporation of anti-piracy security
systems, SCEA shall designate and license a Designated Manufacturing Facility to
reproduce PlayStation(R)2 Format Discs. Publisher shall purchase **** of its
requirements for PlayStation(R)2 Format Discs from such Designated Manufacturing
Facility during the term of the Agreement. Any Designated Manufacturing Facility
shall be a third party beneficiary of this Agreement.

               6.1.1.2 CREATION OF MASTER CD-ROM OR DVD-ROM. Pursuant to Section
5.4 in connection with final testing of Executable Software, Publisher shall
provide


                                       12


SCEA with the number of Master Discs specified in the SourceBook 2. A Designated
Manufacturing Facility shall create from one of the fully approved Master Discs
provided by Publisher the original master DVD-ROM, from which all other copies
of the Licensed Product are to be replicated. Publisher shall be responsible for
the costs, as determined by the Designated Manufacturing Facility, of producing
such original master. In order to insure against loss or damage to the copies of
the Executable Software furnished to SCEA, Publisher will retain duplicates of
all Master Discs, and neither SCEA nor any Designated Manufacturing Facility
shall be liable for loss of or damage to any Master Discs or Executable
Software.

          6.1.2 MANUFACTURE OF PRINTED MATERIALS.

               6.1.2.1 MANUFACTURE BY DESIGNATED MANUFACTURING FACILITY. If
Publisher elects to obtain Printed Materials from a Designated Manufacturing
Facility, Publisher shall deliver all SCEA-approved Printed Materials to that
Designated Manufacturing Facility, at Publisher's sole risk and expense, and the
Designated Manufacturing Facility will manufacture such Printed Materials in
accordance with this Section 6. In order to insure against loss or damage to the
copies of the Printed Materials furnished to SCEA. Publisher will retain
duplicates of all Printed Material, and neither SCEA nor any Designated
Manufacturing Facility shall be liable for loss of or damage to any such Printed
Materials.



     [*] Confidential portion omitted and filed separately with the Securities
and Exchange Commission.




               6.1.2.2 MANUFACTURE BY ALTERNATE SOURCE. Subject to SCEA's
approval as provided in Section 5.5.2 hereto and in this Section, Publisher may
elect to be responsible for manufacturing its own Printed Materials (other than
any Artwork which may be placed directly upon the PlayStation(R)2 Disc, which
Publisher will supply to the Designated Manufacturing Facility for placement),
at Publisher's sole risk and expense. Prior to production of each order,
Publisher shall be required to supply SCEA with samples of any Printed Materials
not produced or supplied by a Designated Manufacturing Facility, at no charge to
SCEA or Designated Manufacturing Facility, for SCEA's approval with respect to
the quality thereof. SCEA shall have the right to disapprove any Printed
Materials that do not comply with the Manufacturing Specifications.
Manufacturing Specifications for Printed Materials shall be comparable to
manufacturing specifications applied by SCEA to its own software products for
the System. If Publisher elects to supply its own Printed Materials, neither
SCEA nor any Designated Manufacturing Facility shall be responsible for any
delays arising from use of Publisher's own printed Materials.

     6.1.3 MANUFACTURE OF PACKAGING.


                                       13



               6.1.3.1 MANUFACTURE BY DESIGNATED MANUFACTURING FACILITY. To
ensure consistent quality of the Licensed Products, SCEA may designate and
license a Designated Manufacturing Facility to reproduce proprietary Packaging
for the System. If SCEA creates proprietary Packaging for the System, then
Publisher shall purchase **** of its requirements for such proprietary Packaging
from a Designated Manufacturing Facility during the term of the Agreement, and
the Designated Manufacturing Facility will manufacture such Packaging in
accordance with this Section 6.

               6.1.3.2 MANUFACTURE BY ALTERNATE SOURCE. If SCEA elects to use
standard, non-proprietary Packaging for the System, then Publisher may elect to
be responsible for manufacturing its own Packaging (other than any proprietary
labels and any portion of a container containing Licensed Trademarks, which
Publisher must purchase from a Designated Manufacturing Facility). Publisher
shall assume all responsibility for the creation of such Packaging at
Publisher's sole risk and expense. Publisher shall be responsible for encoding
and printing proprietary edge labels provided by a Designated Manufacturing
Facility with information reasonably specified by SCEA from time to time and
will apply such labels to each Unit of the Licensed Product as reasonably
specified by SCEA. Prior to production of each order, Publisher shall be
required to supply SCEA with samples of any Packaging not produced or supplied
by a Designated Manufacturing Facility, at no charge to SCEA or Designated
Manufacturing Facility, for SCEA's approval with respect to the quality thereof.
SCEA shall have the right to disapprove any Packaging that does not comply with
the Manufacturing Specifications. Manufacturing Specifications for Packaging
shall be comparable to manufacturing specifications applied by SCEA to its own
software products for the System. If Publisher procures packaging from an
alternative source, then it must also procure assembly services from an
alternate source. If Publisher elects to supply its own Packaging, neither SCEA
nor any Designated Manufacturing Facility shall be responsible for any delays
arising from use of Publisher's own Packaging.

     [*] Confidential portion omitted and filed separately with the Securities
and Exchange Commission.

          6.1.4 ASSEMBLY SERVICES. Publisher may either procure assembly
services from a Designated Manufacturing Facility or from an alternate source.
If Publisher elects to be responsible for assembling the Licensed Products, then
the Designated Manufacturing Facility shall ship the component parts of the
Licensed Product to a destination provided by Publisher, at Publisher's sole
risk and expense. SCEA shall have the right to inspect any assembly facilities
utilized by Publisher in order to determine if the component parts of the
Licensed Products are being assembled in accordance with SCEA's quality
standards. SCEA may require that Publisher recall Licensed Products that do not
contain proprietary labels or other material component parts or that otherwise
fail to comply with the Manufacturing Specifications. If Publisher elects to use
alternate assembly facilities, neither SCEA nor any Designated Manufacturing
Facility shall be responsible for any delays or missing component parts arising
from use of alternate assembly facilities.

     6.2 PRICE, PAYMENT AND TERMS.

          6.2.1 The applicable price for manufacture of any Units of Licensed
Products ordered hereunder shall be provided to Publisher by the Designated
Manufacturing Facility.


                                       14


Purchase shall be subject to the terms and conditions set out in any purchase
order form supplied to Publisher by the Designated Manufacturing Facility.

          6.2.2 ORDERS. Publisher shall issue to a Designated Manufacturing
Facility a written Purchase Order(s) in the form set forth and containing the
information required in the Manufacturing Specifications, with a copy to SCEA.
All orders shall be subject to approved by SCEA, which shall not be unreasonably
withheld or delayed. Purchase Orders issued by Publisher to a Designated
Manufacturing Facility for each Licensed Product approved by SCEA shall be
non-cancelable and be subject to the order requirements of the Designated
Manufacturing Facility.

          6.2.3 PAYMENT TERMS. Purchase Orders will be invoiced as soon as
reasonably practical after receipt, and such invoice will include both
manufacturing price and royalties payable pursuant to Section 8.1 or 8.2 hereto
for each Unit of Licensed Products ordered. Each invoice will be payable either
on a cash-in-advance basis or pursuant to a letter of credit, or, at SCEA's sole
discretion, on credit terms. Terms for cash-in-advance and letter of credit
payments shall be as set forth in SourceBook 2. All amounts hereunder shall be
payable in United States dollars. All associated banking charges with respect to
payments of manufacturing costs and royalties shall be borne solely by
Publisher.

               6.2.3.1 CREDIT TERMS. SCEA may at its sole discretion extend
credit terms and limits to Publisher. SCEA may also revoke the credit terms and
limits at its sole discretion. If Publisher qualifies for credit terms, then
orders will be invoiced upon shipment of Licensed Products and each invoice will
be payable within thirty (30) days of the date of the invoice. Any overdue sums
shall bear interest at the rate of one and one-half (1-1/2%) percent per month,
or such lower rate as may be the maximum rate permitted under applicable law,
from the date when payment first became due to and including the date of payment
thereof, Publisher shall be additionally liable for all costs and expenses of
collection, including, without limitation, reasonable fees for attorneys and
court costs.

               6.2.3.2 GENERAL TERMS. No deduction may be made from remittances
unless an approved credit memo has been issued by a Designated Manufacturing
Facility. Neither SCEA nor a Designated Manufacturing Facility shall be
responsible for shortage or breakage with respect to any order if component
parts and/or assembly services are obtained from alternate sources. Each
shipment to Publisher shall constitute a separate sale, whether said shipment be
whole or partial fulfillment of any order. Nothing in this Agreement shall
excuse or be construed as a waiver of Publisher's obligation to timely provide
any and all payments owed to SCEA and Designated Manufacturing Facility.

     6.3 DELIVERY OF LICENSED PRODUCTS. Neither SCEA nor any Designated
Manufacturing Facility shall have an obligation to store completed Units of
Licensed Products. Publisher may either specify a mode of delivery or allow
Designated Manufacturing Facility to select a mode of delivery.

     6.4 OWNERSHIP OF MASTER DISCS. Due to the proprietary nature of the
mastering process, neither SCEA nor a Designated Manufacturing Facility shall
under any circumstances release any original CD-ROM, Master Discs or other
in-process materials to Publisher. All such materials shall be and remain the
sole property of SCEA or Designated Manufacturing Facility. Notwithstanding the
foregoing, Publisher Intellectual Property Rights contained in Product


                                       15


Software that is contained in such in-process materials is, as between SCEA and
Publisher, the sole and exclusive property of Publisher or its licensors (other
than SCEA and/or its affiliates).


7. MARKETING AND DISTRIBUTION.

     7.1 MARKETING GENERALLY. In accordance with the provisions of this
Agreement and at no expense to SCEA, Publisher shall, and shall direct its
distributors to, diligently market, sell and distribute the Licensed Products,
and shall use commercially reasonable efforts to stimulate demand for such
Licensed Products in the Licensed Territory and to supply any resulting demand.
Publisher shall use its reasonable best efforts to protect the Licensed Products
from and against illegal reproduction and/or copying by end-users or by any
other persons or entities.

     7.2 SAMPLES. Publisher shall provide to SCEA. at no additional cost, for
SCEA's internal use. **** sample copies of each Licensed Product. Publisher
shall pay any manufacturing costs to the Designated Manufacturing Facility in
accordance with Section 6.2. but shall not be obligated to pay royalties, in
connection with such sample Units. In the event that Publisher assembles any
Licensed Product using an alternate source, Publisher shall be responsible for
shipping such sample Units to SCEA at Publisher's cost and expense. SCEA shall
not directly or indirectly resell any such sample copies of the Licensed
Products without Publisher's prior written consent. SCEA may give sample copies
to its employees, provided that it uses its reasonable efforts to ensure that
such copies are not sold into the retail market. In addition, subject to
availability, Publisher shall sell to SCEA additional quantities of Licensed
Products at the Wholesale Price for such Licensed Product. Any changes to SCEA's
policy regarding sample Units shall be set forth in the SourceBook 2.

     [*] Confidential portion omitted and filed separately with the Securities
and Exchange Commission.

     7.3 MARKETING PROGRAMS OF SCEA. From time to time. SCEA may invite
Publisher to participate in promotional or advertising opportunities that may
feature one or more Licensed Products from one or more Licensed Publishers.
Participation shall be voluntary and subject to terms to be determined at the
time of the opportunity. In the event Publisher elects to participate, all
materials submitted by Publisher to SCEA shall be submitted subject to Section
10.2 hereunder and delivery of such materials to SCEA shall constitute
acceptance by Publisher of the terms of the offer. Moreover. SCEA may use the
Generic Line on all multi-product marketing materials, unless otherwise agreed
in writing.

     7.4 DEMONSTRATION DISC PROGRAMS. SCEA may, from time to time, provide
opportunities for Publisher to participate in SCEA Demo Disc programs. In
addition. SCEA may, from time to time, grant to Publisher the right to create
Third Party Demo Discs pursuant to SCEA Established Third Party Demo Disc
Programs. The specifications with respect to the approval, creation,
manufacture, marketing, distribution and sale of any such demo disc programs
shall be set forth in the SourceBook 2 or in other documentation to be provided
by SCEA to Publisher. Except as otherwise specifically set forth herein, in the
SourceBook 2 or in other documentation, Third Party Demo Discs shall be
considered "Licensed Products" and shall be subject in all respects to the terms
and conditions of this Agreement pertaining to Licensed Products. In addition,
the following procedures shall also apply to SCEA Demo Discs and Third Party
Demo Discs:


                                       16


          7.4.1 SCEA DEMO DISCS.

               7.4.1.1 LICENSE. SCEA may, but shall not be obligated to, invite
Licensed Publishers to participate in any SCEA Demo Disc program. Participation
by Publisher in an SCEA Demo Disc program shall be optional. If Publisher elects
to participate in an SCEA Demo Disc program and provides Product Information to
SCEA in connection thereto, Publisher shall thereby grant to SCEA a royalty-free
license during the term of this Agreement in the Licensed Territory to
manufacture, use, sell, distribute, market, advertise and otherwise promote
Publisher's Product Information as part of such SCEA Demo Disc program. In
addition, Publisher shall grant SCEA the right to feature Publisher and Licensed
Product names in SCEA Demo Disc Advertising Materials and to use copies of
screen displays generated by the code, representative video samples or other
Product Information in such SCEA Demo Disc Advertising Materials. All decisions
relating to the selection of first and third party Product Information and all
other aspects of SCEA Demo Discs shall be in the sole discretion of SCEA.

               7.4.1.2 SUBMISSION AND APPROVAL OF PRODUCT INFORMATION. Upon
receipt of written notice that SCEA has tentatively chosen Publishers Product
Information for inclusion in an SCEA Demo Disc, Publisher shall deliver to SCEA
such requested Product Information by no later than the deadline set forth in
such notice. Separate notice will be sent for each SCEA Demo Disc, and Publisher
must sign each notice prior to inclusion in such SCEA Demo Disc. Publisher shall
include its own legal Copy on the title screen or elsewhere in the Product
Information submitted to SCEA. SCEA shall only provide the Generic Line on the
SCEA Demo Disc title screen and packaging. Publisher's Product Information shall
comply with SCEA's technical specifications provided to Publisher. SCEA reserves
the right to review and test the Product Information provided and request
revisions prior to inclusion on the SCEA Demo Disc. If SCEA requests changes to
the Product Information and Publisher elects to continue to participate in such
Demo Disc, Publisher shall make such changes as. soon as possible after receipt
of written notice of such requested changes from SCEA, but not later than the
deadline for receipt of Product Information. Failure to make such changes and
provide the modified Product Information to SCEA by the deadline shall result in
the Product Information being removed from the SCEA Demo Disc. Costs associated
with preparation of Product Information supplied to SCEA shall be borne solely
by Publisher. Except as otherwise provided in this Section, SCEA shall not edit
or modify Product Information provided to SCEA by Publisher without Publisher's
consent, not to be unreasonably withheld. SCEA shall have the right to use
subcontractors to assist in the development of any SCEA Demo Disc. With respect
to Product Information provided by Publisher in demo form, the demo delivered to
SCEA shall not constitute the complete Licensed Product and shall be, at a
minimum, an amount sufficient to demonstrate the Licensed Product's core
features and value, without providing too much information so as to give
consumers a disincentive to purchase the complete Licensed Product.

               7.4.1.3 NO OBLIGATION TO PUBLISH. Acceptance of Product
Information for test and review shall not be deemed confirmation that SCEA shall
include the Product Information on an SCEA Demo Disc, nor shall it constitute
approval of any other element of the Licensed Product. SCEA reserves the right
to choose from products submitted from other Licensed Publishers and first party
products to determine the products to be included in SCEA Demo Discs, and
Publisher's Licensed Products will not be guaranteed prominence or preferential
treatment on any SCEA Demo Disc. Nothing herein shall be construed as creating
an obligation of' SCEA to publish Product Information submitted by Publisher in
any SCEA Demo Disc, nor shall SCEA be obligated to publish, advertise or promote
any SCEA Demo Disc.


                                       17


               7.4.1.4 SCEA DEMO DISCS SOLD AT RETAIL. Publisher is aware and
acknowledges that certain SCEA Demo Discs may be distributed and sold by SCEA in
the retail market. If Publisher elects to participate in any SCEA Demo Disc
program which is sold in the retail market, as notified by SCEA to Publisher,
Publisher acknowledges prior to participation in any such SCEA Demo Disc that it
is aware of no limitations regarding Product Information provided to SCEA
pursuant to the terms of this Agreement which would in any way restrict SCEA's
ability to distribute or sell such SCEA Demo Disc at retail, nor does Publisher
or its licensors (other than SCEA and/or its affiliates) have any anticipation
of receiving any compensation from such retail sales. In the event that SCEA
institutes a SCEA Demo Disc in which a fee and/or royalty is charged to
Publisher, SCEA and Publisher will enter into a separate agreement regarding
such SCEA Demo Disc.

          7.4.2 THIRD PARTY DEMO DISCS.

               7.4.2.1 LICENSE. Publisher may participate in any SCEA
Established Third Party Demo Disc Program. Publisher shall notify SCEA of its
intention to participate in any such program, and upon receipt of such notice,
SCEA shall grant to Publisher the right and license to use Licensed Products in
Third Party Demo Discs and to use, distribute, market, advertise and otherwise
promote (and, if permitted in accordance with the terms of any SCEA Established
Third Party Program or otherwise permitted by SCEA, to sell) such Third Party
Demo Discs in accordance with the SourceBook 2, which may be modified from time
to time at the sole discretion of SCEA. Unless separately agreed in writing with
SCEA, Third Party Demo Discs shall not be used, distributed, promoted, bundled
or sold in conjunction with other products. In addition, SCEA hereby consents to
the use of the Licensed Trademarks in connection with Third Party Demo Discs,
subject to the approval procedures set forth in this Agreement. If any SCEA
Established Third Party Demo Disc Program is specified by SCEA to be for
promotional use only and not for resale, and such Third Party Demo Disc is
subsequently discovered to be for sale, Publisher's right to produce Third Party
Demo Discs shall thereupon be automatically revoked, and SCEA shall have the
right to terminate any related Third Party Demo Discs in accordance with the
terms of Section 14.3 or 14.4 hereto.

               7.4.2.2 SUBMISSION AND APPROVAL OF THIRD PARTY DEMO DISCS.
Publisher shall deliver to SCEA, for SCEA's prior approval, a final version of
each Third Party Demo Disc in a format prescribed by SCEA. Such Third Party Demo
Disc shall comply with all requirements provided to Publisher by SCEA in the
SourceBook 2 or otherwise. In addition, SCEA shall evaluate the Third Party Demo
Disc in accordance with the approval provisions for Executable Software and
Printed Materials set forth in Sections 5.4 and 5.5, respectively. Furthermore,
Publisher shall obtain the approval of SCEA in connection with any Advertising
Materials relating to the Third Party Demo Discs in accordance with the approval
provisions set forth in Section 5.6. Costs associated with Third Party Demo
Discs shall be borne solely by Publisher. No approval by SCEA of any element of
any Third Party Demo Disc shall be deemed an approval of any other element
thereto, nor does any such approval constitute final approval for the related
Licensed Product. Unless otherwise permitted by SCEA, Publisher shall clearly
and conspicuously state on all Third Party Demo Disc Packaging and Printed
Materials that the Third Party Demo Disc is for promotional purposes only and
not for resale.

               7.4.2.3 MANUFACTURE AND ROYALTY OF THIRD PARTY DEMO DISCS.
Publisher shall comply with all Manufacturing Specifications with respect to the
manufacture and payment for manufacturing costs of Third Party Demo Discs, and
Publisher shall also


                                       18


comply with all terms and conditions of Section 6 hereto. No costs incurred in
the development, manufacture, licensing, production, marketing and/or
distribution (and if permitted by SCEA, sale) of the Third Party Demo Disc shall
be deducted from any amounts payable to SCEA hereunder. Royalties on Third Party
Demo Discs shall be as provided in Section 8.2.

     7.5 CONTESTS AND SWEEPSTAKES OF PUBLISHER. SCEA acknowledges that, from
time to time, Publisher may conduct contests and sweepstakes to promote Licensed
Products. SCEA shall permit Publisher to include contest or sweepstakes
materials in Printed Materials and Advertising Materials, subject to compliance
with the approval provisions of Section 5.5 and 5.6 hereunder, compliance with
the provisions of Section 9.2 and 10.2 hereunder, and subject to the following
additional terms and conditions:

          (i) Publisher represents that it has retained the services of a
fulfillment house to administer the contest or sweepstakes and if it has not
retained the services of a fulfillment house, Publisher represents and warrants
that it has the expertise to conduct such contests or sweepstakes, and in any
event, Publisher shall assume full responsibility for all aspects of such
contest or sweepstakes;

          (ii) Publisher warrants that each contest, sweepstakes, and promotion,
comply with local, state and federal laws or regulations;

          (iii) Publisher represents and warrants that it has obtained the
consent of all holders of intellectual property rights required to be obtained
in connection with each contest or sweepstakes including, but not limited to,
the consent of any holder of copyrights or trademarks relating to any
Advertising Materials publicizing the contest or sweepstakes, or the prizes
being awarded to winners of the contest or sweepstakes; and

          (iv) Publisher shall make available to SCEA all contest and
sweepstakes material prior to publication in accordance with the approval
process set forth in Section 5.5 or 5.6.

Approval by SCEA of contest or sweepstakes materials for use in the Printed
Materials or Advertising Materials (or any use of the System or Licensed
Products as prizes in such contest or sweepstakes) shall not constitute an
endorsement by SCEA of such Contest or sweepstakes, nor shall such acceptance be
construed as SCEA having reviewed and approved such materials for compliance
with any federal or state law, statute, regulations, order or the like, which
shall be Publisher's sole responsibility.

     7.6 PLAYSTATION WEBSITE. All Licensed Publishers shall be required to
provide Product Information for a web page for each of its Licensed Products for
display on the PlayStation promotional website, or other website or websites as
may be operated by SCEA from time to time in connection with the promotion of
the PlayStation brand. Specifications for Product Information for such web pages
shall be as provided in the SourceBook 2. Publisher shall provide SCEA with such
Product Information for each Licensed Product upon submission of Printed
Materials to SCEA for approval in accordance with Section 5.5.2 hereto.
Publisher shall also provide updates to such web page in a timely manner as
required by SCEA in updates to the SourceBook 2.

     7.7 DISTRIBUTION.


                                       19


          7.7.1 DISTRIBUTION CHANNELS. Publisher may use such distribution
channels as Publisher deems appropriate, including the use of third party
distributors, resellers, dealers and sales representatives. In the event that
Publisher elects to have one of its Licensed Products distributed and sold by
another Licensed Publisher, Publisher must provide SCEA with advance written
notice of such election, the name of the Licensed Publisher and any additional
information requested by SCEA regarding the nature of the distribution services
provided by such Licensed Publisher prior to manufacture of such Licensed
Product.

          7.7.2 LIMITATIONS ON DISTRIBUTION. Notwithstanding any other
provisions in this Agreement, Publisher shall not, directly or indirectly,
solicit orders from or sell any Units of the Licensed Products to any person or
entity outside of the Licensed Territory. In addition, Publisher shall not
directly or indirectly solicit orders for or sell any Units of the Licensed
Products in any situation where Publisher knows or reasonably should know that
such Licensed Products may be exported or resold outside of the Licensed
Territory.


8. ROYALTIES.

     8.1 APPLICABLE ROYALTIES ON LICENSED PRODUCTS.

          8.1.1 INITIAL ORDERS. Publisher shall pay SCEA, either directly or
through its designee, a per title royalty in United States dollars for each Unit
of the Licensed Products manufactured based on the initial Wholesale Price of
the Licensed Product, as follows:

- --------------------------------------------------------------------------------
                       Wholesale Price             Per Title Royalty
- --------------------------------------------------------------------------------
****                   ****                        ****
****                   ****                        ****
****                   ****                        ****
****                   ****                        ****
****                   ****                        ****
- --------------------------------------------------------------------------------
In the absence of satisfactory evidence to support the WSP, the royalty rate
that shall apply will be ****.

          8.1.2 REORDERS AND OTHER PROGRAMS. Royalties on additional orders to
manufacture a specific Licensed Product shall be the royalty determined by the
initial Wholesale Price as reported by Publisher for that Licensed Product
regardless of the wholesale price of the Licensed Product at the time of
reorder, except in the event that the Wholesale Price increases for such
Licensed Product, in which case the royalty shall be adjusted upwards to reflect
the higher Wholesale Price. Licensed Products qualifying for SCEA's "Greatest
Hits" programs or other programs offered by SCEA shall be subject to the
royalties applicable for such programs. Publisher acknowledges that as of the
date of execution of this Agreement no "Greatest Hits" program exists for the
PlayStation 2 Third Party licensing program.

     8.2 THIRD PARTY DEMO DISC PROGRAM ROYALTIES. Publisher shall pay SCEA a per
Unit royalty in United States dollars **** for each Third Party Demo Disc Unit
manufactured. The quantity of Units ordered shall comply with the terms of such
SCEA Established Third Party Demo Disc Program.



                                       20



         [*] Confidential portion omitted and filed separately with the
Securities and Exchange Commission.





     8.3 PAYMENT. Payment of' royalties under Sections 8.1 and 8.2 shall be made
to SCEA through its Designated Manufacturing Facility concurrent with the
placement of an order to manufacture Licensed Product and payment of
manufacturing costs in accordance with the terms and conditions set forth in
Sections 6.2.3, unless otherwise agreed in writing with SCEA. At the time of
placing an order to manufacture a Licensed Product, Publisher shall submit to
SCEA an accurate accounting statement setting out the number of units of
Licensed Product to be manufactured, projected initial wholesale price,
applicable royalty, and total amount due SCEA. In addition, Publisher shall
submit to SCEA prior to placing the initial order for each Licensed Product a
separate certification, in the form provided by SCEA in the SourceBook 2, signed
by officers of Publisher that certifies that the Wholesale Price provided to
SCEA is accurate and attaching such documentation supporting the WSP as
requested by SCEA. Payment shall be made prior to manufacture unless SCEA has
agreed to extend credit terms to Publisher in writing pursuant to Section
6.2.3.3. Nothing herein shall be construed as requiring SCEA to extend credit
terms to Publisher. The accounting statement due hereunder shall be subject to
the audit and accounting provisions set forth in paragraph 16.2 below. No costs
incurred in the development, manufacture, marketing, sale and/or distribution of
the Licensed Products shall be deducted from any royalties payable to SCEA
hereunder. Similarly, there shall be no deduction from the royalties otherwise
owed to SCEA hereunder as a result of any uncollectible accounts owed to
Publisher, or for any credits, discounts, allowances or returns which Publisher
may credit or otherwise grant to any third party customer of any Units of the
Licensed Products, or for any taxes, fees, assessments or expenses of any kind
which may be incurred by Publisher in connection with its sale or distribution
of any Units of the Licensed Products or arising with respect to the payment of
royalties hereunder. In addition to the royalty payments provided to SCEA
hereunder, Publisher shall be solely responsible for and bear any cost relating
to any withholding taxes or other such assessments which may be imposed by any
governmental authority with respect to the royalties paid to SCEA hereunder;
provided, however, that SCEA shall not manufacture Licensed Products outside of'
the United States without the prior consent of Publisher. Publisher shall
provide SCEA with official tax receipts or other such documentary


                                       21


evidence issued by the applicable tax authorities sufficient to substantiate
that any such taxes or assessments have in fact been paid.

     8.4 REBATE PROGRAMS. Publisher shall be eligible to participate in one of
three rebate programs offered by SCEA: the Standard Rebate program, the Level 1
Rebate program. or the Level 2 Rebate program. If Publisher qualifies for such
rebates as set forth herein, rebates shall be credited to Publisher's account as
provided below:

- -------------------------------------------------------------------------------
Units Ordered         Standard           Level 1            Level 2
- -------------------------------------------------------------------------------
****                  ****               ****               ****
****                  ****               ****               ****
****                  ****               ****               ****
****                  ****               ****               ****
****                  ****               ****               ****
****                  ****               ****               ****
****                  ****               ****               ****
- -------------------------------------------------------------------------------


          8.4.1 STANDARD REBATE PROGRAM. All Publishers qualify for the Standard
Rebate program. Rebates will be offered on an individual title basis. Rebates
will be given to any individual Licensed Product that exceeds the above numbers
of Units during the first year after first commercial shipment of such Licensed
Product. The rebate in effect at the end of such year for the Licensed Product
will remain in effect for as long as Publisher continues to sell such Licensed
Product, but Publisher will not receive further rebates if sales of such
Licensed Product hit additional thresholds as specified above after such year.
The Standard Rebate may not be used in conjunction with a Third Party Demo Disc
program or any promotional program of SCEA, with Licensed Products that qualify
for any "Greatest Hits" program of SCEA or with Licensed Products that qualify
for the ****.

          8.4.2 LEVEL 1 REBATE PROGRAM: In be eligible for the Level 1 Rebate
program, Publisher must ship over **** Units of certain Licensed Products in a
single Fiscal Year. Level 1 Rebates shall be credited to Publisher on an
individual title basis. Other terms of the Level 1 Rebate are as follows:

               (i) Only Publisher's titles (as determined below that meet the
following conditions shall Count toward the **** Units of the Licensed Product
both within the first year of commercial release of such Licensed Product and
during the qualifying Fiscal Year.

               (ii) Any Licensed Products, including "Greatest Hits" titles and
products for the original PlayStation game console, but excluding all demo
discs, shall count toward **** Unit threshold (provided they meet the conditions
set forth in Section 8.4.2(i) above). For purposes of determining Level 1 Rebate
thresholds and the conditions set forth in Section 8.4.2(i), full priced
Licensed Products and "Greatest Hits" Licensed Products shall be considered
separate Licensed Products, with separate Unit minimums and release dates.



     [*] Confidential portion omitted and filed separately with the Securities
and Exchange Commission.


                                       22


               (iii) Level 1 Rebates shall apply only to Licensed Products (not
including "Greatest Hits" titles, Licensed Products qualifying for the **** and
products for the original PlayStation game console) ordered in the Fiscal Year
following the Fiscal Year in which the **** Unit threshold is met. Units of
Licensed Products that qualified Publisher for inclusion in the Level 1 Rebate
program in the previous Fiscal Year shall not be entitled to receive Level 1
Rebate.

               (iv) Publisher must re-qualify for the Level 1 Rebate Program
each Fiscal Year. If a Publisher fails to re-qualify for any Fiscal Year, then
the Standard Rebate shall apply in such Fiscal Year. The first fiscal Year for
which a Publisher may qualify for the Level 1 Rebate shall be the Fiscal Year
ending March 31, 2000, and if the Publisher qualifies for the Level 1 Rebate, it
will apply to Licensed Products ordered in the Fiscal Year commencing April 1,
2000.

               (v) Licensed Products eligible for the Level 1 Rebate program
shall not be eligible for Standard Rebates, and Level 1 Rebates shall supersede
Standard Rebates with respect to any individual Licensed Product. If a Licensed
Product qualifies for the Standard Rebate in one Fiscal Year, and Publisher
qualifies for the Level 1 Rebate in the next Fiscal Year, Units of such Licensed
Product ordered in the next Fiscal Year will receive the Level 1 Rebate
commencing on April 1 of the next Fiscal Year going forward, but such Level 1
Rebate will not be credited retroactively to Units of the Licensed Product
ordered in the previous Fiscal Year. For example, Publisher orders ****Units of
Product X in Fiscal Year 2001, receiving a Standard Rebate of ****, Publisher
qualifies for the Level 1 Rebate in Fiscal Year 2002. Publisher will receive the
Level 1 Rebate of **** commencing with Units ordered on April 1, 2001, but will
not receive a retroactive credit for Units ordered prior to April 1, 2001. When
Publisher reaches the **** Unit threshold, it will receive a retroactive credit
of **** on all Level 1 Rebate Units ordered, as well as a retroactive credit of
**** on Standard Rebate Units ordered in the previous Fiscal Year, and Publisher
will receive the Level 1 Rebate of **** going forward.

          8.4.3 LEVEL 2 REBATE PROGRAM: To be eligible for the Level 2 Rebate
Program, Publisher must ship over **** Units of certain Licensed Products in any
Fiscal Year. Level 2 Rebates shall be credited to Publisher on an individual
title basis. Other terms of the Level 2 Rebate are as follows:

               (i) Only Publisher's titles (as determined below) that meet the
following conditions shall count toward the **** Unit threshold; Publisher must
order at least **** Units of the Licensed Product both within the first year of
commercial release of such Licensed Product and during the qualifying Fiscal
Year.

               (ii) Any Licensed Products, including "Greatest Hits" titles and
products fur the original PlayStation game console, but excluding all demo
discs, shall count toward the **** Unit threshold (provided they meet the
conditions set forth in Section 8.4.3(i) above). For purposes of determining
Level 2 Rebate thresholds and the conditions set forth in Section 8.4.2(i), full
priced Licensed Products and "Greatest Hits" Licensed Products shall be
considered separate Licensed Products, with separate Unit minimums and release
dates.

     [*] Confidential portion omitted and filed separately with the Securities
and Exchange Commission.


                                       23



               (iii) Level 2 Rebates shall apply only to Licensed Products (not
including "Greatest Hits" titles, Licensed Products qualifying for the **** and
products for the original PlayStation game console) ordered in the Fiscal Year
following the Fiscal Year in which the **** Unit threshold is met. Units of
Licensed Products that qualified Publisher for inclusion in the Level 2 Rebate
program in the previous Fiscal Year shall not be entitled to receive the Level 2
Rebate.

               (iv) Publisher must re-qualify for the Level 2 Rebate Program
each Fiscal Year. If Publisher fails to re-qualify for any Fiscal Year then the
Standard Rebate or Level 1 Rebate, as the case may be, shall apply in such
Fiscal Year. The first Fiscal Year for which a Publisher may qualify for the
Level 2 Rebate shall be the Fiscal Year ending March 31, 2000, and if the
Publisher qualifies for the Level 2 Rebate, it will apply to Licensed Products
ordered in the Fiscal Year commencing April 1, 2000.

               (v) Licensed Products eligible for the Level 2 Rebate program
shall not be eligible for Standard Rebates or Level 1 Rebates, and Level 2
Rebates shall supersede Standard Rebates and Level 1 Rebates with respect to any
individual Licensed Product. If a Licensed Product qualifies for the Standard
Rebate or Level 1 Rebate in one Fiscal Year, and Publisher qualifies for the
Level 2 Rebate in the next Fiscal Year, Units of such Licensed Product ordered
in the next Fiscal Year will receive the Level 2 Rebate going forward, but such
Level 2 Rebate will not be credited retroactively to Units of the Licensed
Product ordered in the previous Fiscal Year. See Section 8.4.2(v) for an
example.

     8.5 CALCULATION AND USE OF REBATES. Rebate percentages for all rebate
programs shall be credited against royalties owed SCEA and shall have no other
monetary value. All rebates, whether under the Standard Rebate, Level 1 Rebate
or Level 2 Rebate Programs shall be issued by SCEA as a credit to Publisher for
use against future royalty payments. It is Publisher's responsibility to inform
SCEA when it reaches any rebate threshold. In no event shall Publisher take a
deduction off royalties owed SCEA or deduction off an invoice payable to SCEA on
current production unless and until SCEA issues a credit to Publisher in writing
or unless otherwise agreed in writing. From time to time SCEA may allow
Publisher to use credits in other manners on terms and conditions to be
determined by SCEA. Publisher may use rebate credits to procure Development
Tools. Units of Licensed Products shall be considered "ordered" when Units first
begin to ship from a Designated Manufacturing Facility.

     8.6 REBATE CREDITS. Subject to Sections 8.4.2(v) and 8.4.3(v), all rebate
programs are ****, such that Publisher receives a credit for each rebate
percentage against **** Units when it reaches the Unit threshold for the next
rebate percentage. SCEA shall credit Publisher's account with respect to ****
rebates as follows: (A) if Publisher's initial order for a Licensed Product is
less than any rebate threshold provided above, then SCEA shall **** credit
Publisher's account sixty (60) days following the date that Publisher notifies
SCEA that orders of a Licensed Product exceed any rebate threshold, subject to
SCEA's right to confirm such information: and (B) if Publisher's initial order
for a Licensed Product reaches or exceeds any rebate threshold provided above,
then Publisher may credit the rebate amount set forth above as a separate line
item on the Purchase Order with respect to such Licensed Product, subject to
SCEA's confirmation right.



                                       24


     [*] Confidential portion omitted and filed separately with the Securities
and Exchange Commission.


9. REPRESENTATIONS AND WARRANTIES.

     9.1 REPRESENTATIONS AND WARRANTIES OF SCEA. SCEA represents and warrants
solely for the benefit of Publisher that SCEA has the right, power and authority
to enter into this Agreement and to fully' perform its obligations hereunder.

     9.2 REPRESENTATIONS AND WARRANTIES OF PUB1ISHER. Publisher represents and
warrants that:

          (i) There is no threatened or pending action, suit, claim or
proceeding alleging that the use by Publisher of all or any part of the Product
Software. Product Proposals, Product Information, Printed Materials, Advertising
Materials or any underlying work or content embodied therein, or any name,
designation or trademark used in conjunction with the Licensed Products
infringes or otherwise violates any Intellectual Property Right or other right
or interest of any kind whatsoever of any third party, or otherwise contesting
any right, title or interest of Publisher in or to the Product Software, Product
Proposals, Product Information, Printed Material, Advertising Materials or any
underlying work or content embodied therein, or any name, designation or
trademark used in conjunction with the Licensed Products;

          (ii) The Product Software, Product Proposals, Product Information,
Printed Materials and Advertising Materials and their contemplated use under
this Agreement do not and shall not infringe any persons or entity's rights
including without Limitation, patents, copyrights (including rights in a joint
work), trademarks, trade dress, trade secret, rights of publicity, privacy,
performance, moral rights, literary rights and any other third party right;

          (iii) Publisher has the right, power and authority to enter into this
Agreement, to grant SCEA the rights granted hereunder and to fully perform its
obligations hereunder;

          (iv) The making of this Agreement by Publisher does not violate any
separate agreement, rights or obligations existing between Publisher and any
other person or entity, and, throughout the term of this Agreement. Publisher
shall not make any separate agreement with any person or entity that is
inconsistent with any of the provisions of this Agreement;

          (v) Publisher has not sold, assigned, leased, licensed or in any other
way disposed of or encumbered the rights granted to Publisher hereunder, and
Publisher will not sell, assign, lease, license or in any other way dispose of
or encumber any of such rights except as expressly permitted hereunder or as
consented to by SCEA in writing;

          (vi) Publisher has obtained the consent of all holders of intellectual
property rights required to be obtained in connection with use of any Product
Information by SCEA as licensed hereunder, and Product Information when provided
to SCEA in accordance with the terms of this Agreement may be published,
marketed, distributed and sold by SCEA in accordance with the terms and
conditions of this Agreement and without SCEA incurring any royalty, residual,
union, guild or other fees;

          (vii) Publisher shall not make any representations or give any
warranty to any person or entity expressly or implicitly on SCEA's behalf, or to
the effect that the


                                       25


Licensed Products are connected in any way with SCEA (other than that the
Executable Software and/or Licensed Products have been developed, marketed, sold
and/or distributed under license from SCEA);

          (viii) In the event that Executable Software is delivered to other
Licensed Publishers or Licensed Developers by Publisher in source code form,
Publisher will take all precautions consistent with the protection of valuable
trade secrets by companies in high technology industries to ensure the
confidentiality of such source code;

          (ix) The Executable Software and any Product Information delivered to
SCEA shall be in a commercially acceptable form, free of significant bugs,
defects, time bombs or viruses which could disrupt, delay, destroy the
Executable Software or System or render either of them less than fully useful,
and shall be fully compatible with the System and any peripherals listed on the
Printed Materials as compatible with the Licensed Product;

          (x) Each of the Licensed Products, Executable Software, Printed
Materials and Advertising Materials shall be developed, marketed, sold and
distributed by or at the direction of Publisher in an ethical manner and in full
compliance with all applicable federal, state, provincial, local and foreign
laws and any regulations and standards promulgated thereunder (including but not
limited to federal and state lottery laws as currently interpreted and enforced)
and will not contain any obscene or defamatory matter;

          (xi) Publisher's policies and practices with respect to the
development, marketing, sale, and/or distribution of the Licensed Products shall
in no manner reflect adversely upon the name, reputation or goodwill of SCEA;

          (xii) Publisher has, or will contract with a Licensed Developer for,
the technical expertise and resources necessary to fulfill its obligations under
this Agreement;

          (xiii) Publisher shall make no false, misleading or inconsistent
representations or claims with respect to any Licensed Products, the System or
SCEA.


10. INDEMNITIES; LIMITED LIABILITY.

     10.1 INDEMNIFICATION BY SCEA. SCEA shall indemnify and hold Publisher
harmless from and against any and all third party claims, losses, liabilities,
damages, expenses and costs, including, without limitation, reasonable fees for
attorneys, expert witnesses and litigation costs, and including costs incurred
in the settlement or avoidance of any such claim which result from or are in
connection with a breach of any of the representations or warranties provided by
SCEA herein; provided, however, that Publisher shall give prompt written notice
to SCEA of the assertion of any such claim, and provided, further, that SCEA
shall have the right to select counsel and control the defense and settlement
thereof. SCEA shall have the exclusive right, at its discretion, to commence and
prosecute at its own expense any lawsuit or to take such other action with
respect to such matters as shall be deemed appropriate by SCEA. Publisher shall
provide SCEA, at no expense to Publisher, reasonable assistance and cooperation
concerning any such matter; and Publisher shall not agree to the settlement of
any such claim, action or proceeding without SCEA's prior written consent.


                                       26



     10.2 INDEMNIFICATION BY PUBLISHER. Publisher shall indemnify and hold SCEA
harmless from and against any and all claims, 1osses, liabilities, damages,
expenses and costs, including, without limitation, reasonable fees for
attorneys, expert witnesses and litigation costs, and including costs incurred
in the settlement or avoidance of any such claim, which result from or are in
connection with (i) a breach of any of the provisions of this Agreement; or (ii)
infringement of a third party's intellectual property rights by Publisher; or
(iii) any claims of or in connection with any personal or bodily injury
(including death) or property damage, by whomever such claim is made, arising
out of, in whole or in part, the development, marketing, sale, distribution
and/or use of any of the Licensed Products (or portions thereof) unless due
directly to the breach of SCEA in performing any of the specific duties and/or
providing any of the specific services required of it hereunder; or (iv) any
Federal, state or foreign civil or criminal actions relating to the development,
marketing, sale and/or distribution of Licensed Products. SCEA shall give prompt
written notice to Publisher of the assertion of any such indemnified claim, and,
with respect to third party claims, actions or proceedings against SCEA. SCEA
shall have the right to select counsel for SCEA and reasonably control the
defense and/or settlement thereof. Subject to the above, Publisher shall have
the right, at its discretion, to select its own counsel, to commence and
prosecute at its own expense any lawsuit, to reasonably control the defense
and/or settlement thereof or to take such other action with respect to claims,
actions or proceedings by or against Publisher. SCEA shall retain the right to
approve any settlement. SCEA shall provide Publisher, at no expense to SCEA,
reasonable assistance and cooperation concerning any such matter; and SCEA shall
not agree to the settlement of any such claim, action or proceeding (other than
third party claims, actions or proceedings against SCEA) without Publisher's
prior written consent.

     10.3 LIMITATION OF LIABILITY.

          10.3.1 LIMITATION OF SCEA'S LIABILITY. IN NO EVENT SHALL SCEA OR OTHER
SONY AFFILIATES AND THEIR SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE
LIABLE FOR LOSS OF PROFITS, OR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES ARISING 0UT OF, RELATING TO OR IN CONNECTION WITH THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT BY SCEA,
THE MANUFACTURE OF THE LICENSED PRODUCTS AND THE USE OF THE LICENSED PRODUCTS,
EXECUTABLE SOFTWARE AND/OR THE SYSTEM BY PUBLISHER OR ANY END-USER, WHETHER
UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT
LIABILITY OR OTHERWISE, IN NO EVENT SHALL SCEA'S LIABILITY ARISING UNDER,
RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION
ANY LIABILITY FOR DIRECT OR INDIRECT DAMAGES, AND INCLUDING WITHOUT LIMITATION
ANY LIABILITY UNDER SECTION 10.1 HERETO, EXCEED THE TOTAL AMOUNT PAID BY
PUBLISHER TO SCEA UNDER THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH HEREIN,
NEITHER SCEA NOR ANY SONY AFFILIATE, NOR ANY OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES OR AGENTS, SHALL BEAR ANY RISK, OR HAVE ANY RESPONSIBILITY
OR LIABILITY, OF ANY KIND TO PUBLISHER OR TO ANY THIRD PARTIES WITH RESPECT TO
THE QUALITY, OPERATION AND/OR PERFORMANCE OF ANY PORTION OF THE SONY MATERIALS,
THE SYSTEM OR ANY LICENSED PRODUCT.


                                       27


          10.3.2 LIMITATION OF PUBLISHER'S LIABILITY. IN NO EVENT SHALL
PUBLISHER OR ITS AFFILIATED COMPANIES AND THEIR SUPPLIERS, OFFICERS, DIRECTORS,
EMPLOYEES OR AGENTS BE LIABLE TO SCEA FOR ANY LOSS OF PROFITS, OR ANY SPECIAL,
PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF, RELATED
TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR (ii) THE USE OR DISTRIBUTION IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT OF ANY CODE PROVIDED
BY SCEA, IN WHOLE OR IN PART, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR 0THERWISE PROVIDED THAT SUCH
LIMITATIONS SHALL NOT APPLY TO DAMAGES RESULTING FROM PUBLISHER'S BREACH OF
SECTIONS 4, 10.2, 11 OR 13 OF THIS AGREEMENT, AND PROVIDED FURTHER THAT SUCH
LIMITATIONS SHALL NOT APPLY TO AMOUNTS WHICH PUBLISHER MAY BE REQUIRED TO PAY TO
THIRD PARTIES UNDER SECTIONS 10.2 OR 16.10.

          10.3.3 DISCLAIMER OF WARRANTY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH
HEREIN, NEITHER SCEA NOR ITS AFFILIATES AND SUPPLIERS MAKE, NOR DOES PUBLISHER
RECEIVE, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,
REGARDING THE SONY MATERIALS, SCEA'S CONFIDENTIAL INFORMATION, THE SYSTEM, THE
UNITS OF THE LICENSED PRODUCTS MANUFACTURED HEREUNDER AND/OR PUBLISHER'S PRODUCT
INFORMATION INCLUDED ON SCEA DEMO DISCS. SCEA SHALL NOT BE LIABLE FOR ANY
INJURY, LOSS OR DAMAGE, DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING OUT OF THE
USE OR INABILITY T0 USE ANY UNITS AND/OR ANY SOFTWARE ERRORS AND/OR "BUGS" IN
PUBLISHER'S PRODUCT INFORMATION WHICH MAY BE REPRODUCED ON SCEA DEMO DISCS,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCEA AND ITS AFFILIATES AND
SUPPLIERS EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY
JURISDICTION, REGARDING THE SONY MATERIALS, SCEA'S CONFIDENTIAL INFORMATION,
LICENSED PRODUCTS, SCEA DEMO DISCS AND THE SYSTEM. ANY WARRANTY AGAINST
INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312(3) OF THE UNIFORM COMMERCIAL
CODE AND/OR IN ANY OTHER COMPARABLE STATUTE IS EXPRESSLY DISCLAIMED.


11. SCEA INTELLECTUAL PROPERTY RIGHTS.

     11.1 LICENSED TRADEMARKS. The Licensed Trademarks and the goodwill
associated therewith are and shall be the exclusive property of SCEA or
Affiliates of SCEA. Nothing herein shall give Publisher any right, title or
interest in or to any of the Licensed Trademarks or any other trademarks of
SCEA, other than the non-exclusive license provided herein. Publisher shall not
do or cause to be done any act or thing in any way impairing or tending to
impair or dilute any of SCEA's rights, title or interests in or to any of the
Licensed Trademarks or any other trademarks of SCEA, nor shall Publisher
register any trademark in its own name or in the name of any other person or
entity, or obtain rights to employ Internet domain names or addresses, which are
similar to or are likely to be confused with any of the Licensed Trademarks or
any other trademarks of SCEA.


                                       28


     11.2 LICENSE OF SONY MATERIALS AND SYSTEM. All rights with respect to the
Sony Materials and System, including, without limitation, all of SCEA
Intellectual Property Rights therein, are and shall be the exclusive property of
SCEA or Affiliates of SCEA. Nothing herein shall give Publisher any right, title
or interest in or to the Sony Materials or the System (or any portion thereof'),
other than the non-exclusive license provided herein. Publisher shall not do or
cause to be done any act or thing in any way impairing or tending to impair any
of SCEA's rights, title or interests in or to the Sony Materials or the System
(or any portion thereof).


12. INFRINGEMENT OF SCEA INTELLECTUAL PROPERTY RIGHTS BY THIRD PARTIES.

     In the event that Publisher discovers or otherwise becomes aware that any
of the SCEA Intellectual Property Rights have been or are being infringed upon
by any third party, then Publisher shall promptly notify SCEA. SCEA shall have
the sole right, in its discretion, to institute and prosecute lawsuits against
third parties for such infringement of SCEA Intellectual Property Rights. Any
lawsuit shall be prosecuted solely at the cost and expense of SCEA and all sums
recovered in any such lawsuits, whether by judgment, settlement or otherwise
shall belong solely to SCEA. Upon request of SCEA, Publisher shall execute all
papers, testify on all matters and otherwise cooperate in every way necessary
and desirable for the prosecution of any such lawsuit. SCEA shall reimburse
Publisher for the reasonable expenses incurred as a result of such cooperation,
but unless authorized by other provisions of this Agreement, not costs and
expenses attributable to the conduct of a cross-claim or third party action.


13. CONFIDENTIALITY.

     13.1 SCEA'S CONFIDENTIAL INFORMATION.

          13.1.1 DEFINITION OF SCEA'S CONFIDENTIAL INFORMATION. "SCEA's
Information" shall mean:

               (i) the System, Sony Materials and Development Tools;

               (ii) other documents and materials developed, owned, licensed or
under the control of Sony, including all processes, data, hardware, software,
inventions, trade secrets, ideas, creations, improvements, designs, discoveries,
developments, research and know-how, including without limitation the SourceBook
2 and SCEA Intellectual Property Rights relating to the System, Sony Materials
or Development Tools; and

               (iii) information and documents regarding SCEA's finances,
business, marketing and technical plans, business methods and production plans.

SCEA's Confidential Information may consist of information in any medium,
whether oral, printed, in machine-readable form or otherwise, including
information apprised to Publisher and reduced to tangible or written form at any
time during the term of this Agreement. In addition, the existence of a
relationship between Publisher and SCEA for the purposes set forth herein shall
be deemed to be SCEA's Confidential Information unless otherwise agreed to in
writing by the parties or until publicly announced by SCEA.

          13.1.2 TERM OF PROTECTION OF SCEA'S CONFIDENTIAL INFORMATION. The term
for the protection of SCEA's Confidential Information shall commence on the
Effective Date first


                                       29


above written and shall continue in full force and effect as long as any of
SCEA's Confidential Information continues to be maintained as confidential and
proprietary by SCEA and/or Sony. During such term, Publisher shall, pursuant to
Section 13.1 .3 below, safeguard and hold in trust and confidence and not
disclose or use (except for the purposes herein specified) any and all of SCEA's
Confidential Information.

          13.1.3 PRESERVATION OF SCEA'S CONFIDENTIAL INFORMATION. Publisher
shall, with respect to SCEA's Confidential Information:

               (i) not disclose SCEA's Confidential Information to any person or
entity, other than those employees or directors of the Publisher whose duties
justify a "need-to-know" and who have executed a confidentiality agreement in
which such employees or directors have agreed not to disclose and to hold
confidential all confidential information and materials (inclusive of those of
third parties) which may be disclosed to them or to which they may have access
during the course of their duties. At SCEA's request, Publisher shall provide
SCEA with a copy of such confidentiality agreement between Publisher and its
employees or directors, and shall also provide SCEA with a list of employee and
director signatories. Publisher shall not disclose any of SCEA's Confidential
Information to third parties, including without limitation to consultants or
agents. Any employees or directors who obtain access to SCEA's Confidential
Information shall be advised by Publisher of the confidential nature of SCEA's
Confidential Information, and Publisher shall be responsible for any breach of
this Agreement by its employees or directors.

               (ii) take all measures necessary to safeguard SCEA's Confidential
Information in order to avoid disclosure, publication, or dissemination, using
as high a degree of care and scrutiny, but at least reasonable care, as is
consistent with the protection of valuable trade secrets by companies in high
technology industries.

               (iii) ensure that all written materials relating to or containing
SCEA's Confidential Information be maintained in a restricted access area and
plainly marked to indicate the secret and confidential nature thereof.

               (iv) at SCEA's request, return promptly to SCEA any and all
portions of SCEA's Confidential Information. together with all copies thereof.

               (v) not use, modify, reproduce, sublicense, copy, distribute,
create derivative works from, or otherwise provide to third parties, SCEA's
Confidential Information, or any portion thereof, except as provided herein, nor
shall Publisher remove any proprietary legend set forth on or contained within
any of SCEA's Confidential Information.

          13.1.4 EXCEPTIONS. The foregoing restrictions shall not apply to any
portion of SCEA's Confidential Information which:

               (i) was previously known to Publisher without restriction on
disclosure or use, as proven by written documentation of Publisher; or

               (ii) is or legitimately becomes part of the public domain through
no fault of Publisher or its employees; or


                                       30


               (iii) is independently developed by Publisher's employees who
have not had access to SCEA's Confidential Information as proven by written
documentation of Publisher; or

               (iv) is required to be disclosed by administrative or judicial
action; provided that Publisher must attempt to maintain the confidentiality of
SCEA's Confidential Information by asserting in such action the restrictions set
forth in this Agreement, and, immediately after receiving notice of such action
or any notice of any threatened action, Publisher must notify SCEA to give SCEA
the maximum opportunity to seek any other legal remedies to maintain such SCEA's
Confidential Information in confidence as herein provided; or

               (v) is approved for release by written authorization of SCEA.

          13.1.5 NO OBLIGATION TO LICENSE. Disclosure of SCEA's Confidential
Information to Publisher shall not constitute any option, grant or license from
SCEA to Publisher under any patent or other SCEA Intellectual Property Rights
now or hereinafter held by SCEA. The disclosure by SCEA to Publisher of SCEA's
Confidential information hereunder shall not result in any obligation on the
part of SCEA to approve any materials of Publisher hereunder or otherwise, nor
shall such disclosure by SCEA give Publisher any right to, directly or
indirectly, develop, manufacture or sell any product derived from or which uses
any of SCEA's Confidential Information, other than as expressly set forth in
this Agreement.

          13.1.6 PUBLISHER'S OBLIGATIONS UPON UNAUTHORIZED DISCLOSURE. If at any
time Publisher becomes aware of any unauthorized duplication, access, use,
possession or knowledge of any SCEA's Confidential Information, it shall notify
SCEA as soon as reasonably practicable, and shall promptly act to recover any
such information and prevent further breach of the confidentiality obligations
herein. Publisher shall provide any and all reasonable assistance to SCEA to
protect SCEA's proprietary rights in any of SCEA's Confidential Information that
it or its employees or permitted subcontractors may have directly or indirectly
disclosed or made available, and that may be duplicated, accessed, used,
possessed or known in a manner or for a purpose not expressly authorized by this
Agreement, including but not limited to enforcement of confidentiality
agreements, commencement and prosecution in good faith (alone or with the
disclosing party) of legal action, and reimbursement for all reasonable
attorneys' fees, costs and expenses incurred by SCEA to protect its proprietary
rights in SCEA's Confidential Information. Publisher shall take all steps
requested by SCEA to prevent the recurrence of any unauthorized duplication,
access, use, possession or knowledge of SCEA's Confidential Information. In
addition, SCEA shall have the right to pursue any actions at law or in equity,
including without limitation the remedies set forth in Section 16.10 hereto.

     13.2 PUBLISHER'S CONFIDENTIAL INFORMATION.

          13.2.1 DEFINITION OF PUBLISHER'S CONFIDENTIAL INFORMATION.
"Publisher's Confidential Information" shall mean:

               (i) any Product Software as provided to SCEA pursuant to this
Agreement and all documentation and information relating thereto, including
Product Proposals, Printed Materials and Advertising Materials (other than
documentation and information intended for use by and release to end users, the
general public or the trade);

                                       31


               (ii) other documents and materials developed, owned, licensed or
under the control of Publisher, including all processes, data, hardware,
software, inventions, trade secrets, ideas, creations, improvements, designs,
discoveries, developments, research and know-how; and

               (iii) information and documents regarding Publisher's finances,
business, marketing and technical plans, business methods and production plans.

Publisher's Confidential Information may consist of information in any medium,
whether oral, printed, in machine-readable form or otherwise, including
information apprised to SCEA and reduced to tangible or written form at any time
during the term of this Agreement.

          13.2.2 TERM OF PROTECTION OF PUBLISHER'S CONFIDENTIAL INFORMATION. The
term for the protection of Publisher's Confidential Information shall commence
on the Effective Date first above written and shall continue in full force and
effect as long as any of Publisher's Confidential Information continues to be
maintained as confidential and proprietary by Publisher.

          13.2.3 PRESERVATION OF CONFIDENTIAL INFORMATION OF PUBLISHER. SCEA
shall, with respect to Publisher's Confidential Information:

               (i) hold all Publisher's Confidential Information in confidence,
and shall take all reasonable steps to preserve the confidentiality of
Publisher's Confidential Information, and to prevent it from falling into the
public domain or into the possession of persons other than those persons to whom
disclosure is authorized hereunder.

               (ii) not disclose Publisher's Confidential Information to any
person other than an SCEA employee or subcontractor who needs to know or have
access to such Confidential Information for the purposes of this Agreement, and
only to the extent necessary for such purposes.

               (iii) ensure that all written materials relating to or containing
Publisher's Confidential Information be maintained in a secure area and plainly
marked to indicate the secret and confidential nature thereof.

               (iv) at Publisher's request, return promptly to Publisher any and
all portions of Publisher's Confidential Information, together with all copies
thereof.

               (v) not use Publisher's Confidential Information, or any portion
thereof, except as provided herein, nor shall SCEA remove any proprietary legend
set forth on or contained within any of' Publisher's Confidential Information.

          13.2.4 EXCEPTIONS. The foregoing restrictions will not apply to any
portion of Publisher's Confidential Information which:

               (i) was previously known to SCEA without restriction on
disclosure or use, as proven by written documentation of SCEA; or

                                       32



               (ii) is or legitimately becomes part of information, in the
public domain through no fault of SCEA, its. employees or its subcontractors; or

               (iii) is independently developed by SCEA's employees or
affiliates who have not had access to Publisher's Confidential Information, as
proven by written documentation of SCEA; or

               (iv) is required to be disclosed by administrative or judicial
action; provided that SCEA attempted to maintain the confidentiality of
Publisher's Confidential Information by asserting in such action the
restrictions set forth in this Agreement, and immediately after receiving notice
of such action, notified Publisher of such action to give Publisher the
opportunity to seek any other legal remedies to maintain such Publisher's
Confidential Information in confidence as herein provided; or

               (v) is approved for release by written authorization of
Publisher.

          13.2.5 SCEA'S OBLIGATIONS UPON UNAUTHORIZED DISCLOSURE. If at any time
SCEA becomes aware of' any unauthorized duplication, access, use, possession or
knowledge of any of Publisher's Confidential Information, it shall notify
Publisher as soon as is reasonably practicable. SCEA shall provide any and all
reasonable assistance to Publisher to protect Publisher's proprietary rights in
any of Publisher's Confidential Information that it or its employees or
permitted subcontractors may have directly or indirectly disclosed or made
available and that may be duplicated, accessed, used, possessed or known in a
manner or for a purpose not expressly authorized by this Agreement including but
not limited to enforcement of confidentiality agreements, commencement and
prosecution in good faith (alone or with the disclosing party) of legal action,
and reimbursement for all reasonable attorneys' fees, costs and expenses
incurred by Publisher to protect its proprietary rights in Publisher's
Confidential Information. SCEA shall take all reasonable steps requested by
Publisher to prevent the recurrence of any unauthorized duplication, access,
use, possession or knowledge of Publisher's Confidential Information.

     13.3 CONFIDENTIALITY OF AGREEMENT. The terms and conditions of this
Agreement shall be treated as SCEA's Confidential Information and Publisher's
Confidential Information; provided that each party may disclose the terms and
conditions of this Agreement:

          (i) to legal counsel;

          (ii) in confidence, to accountants, banks and financing sources and
their advisors;

          (iii) in confidence, in connection with the enforcement of this
Agreement or rights arising under or relating to this Agreement; and

          (iv) if required, in the opinion of counsel, to file publicly or
otherwise disclose the terms of this Agreement under applicable federal and/or
state securities or other laws, the disclosing party shall be required to
promptly notify the other party such that the other party has a reasonable
opportunity to contest or limit the scope of such required disclosure, and the
disclosing party shall request, and shall use its best efforts to obtain,
confidential treatment for such sections of this Agreement as the other party
may designate.


                                       33



14. TERM AND TERMINATION.

     14.1 EFFECTIVE DATE; TERM. This Agreement shall not be binding on the
parties until it has been signed by each party, in which event it shall be
effective from the Effective Date until March 31, 2003, unless earlier
terminated pursuant to Section 14.2. The term shall be automatically extended
for additional one-year terms thereafter, unless either party provides the other
with written notice of its election not to so extend on or before January 31 of
the applicable year. Notwithstanding the foregoing, the term for the protection
of SCEA's Confidential Information and Publisher's Confidential Information
shall be as set forth in Sections 13.1.2 and 13.2.2 respectively.

     14.2 TERMINATION BY SCEA. SCEA shall have the right to terminate this
Agreement immediately, by providing written notice of such election to
Publisher, upon the occurrence of any of the following:

          (i) If Publisher breaches (A) any of its obligations hereunder; or (B)
any other agreement entered into between SCEA or Affiliates of SCEA and
Publisher.

          (ii) The liquidation or dissolution of Publisher or a statement of
intent by Publisher to no longer exercise any of the rights granted by SCEA to
Publisher hereunder.

          (iii) If during the term of this Agreement, a controlling interest in
Publisher or in an entity which directly or indirectly has a controlling
interest in Publisher is transferred to a party that (A) is in breach of any
agreement with SCEA or an Affiliate of SCEA; (B) directly or indirectly holds or
acquires a controlling interest in a third party which develops any interactive
device or product which is directly or indirectly competitive with the System;
or (C) is in litigation with SCEA or Affiliates of SCEA concerning any
proprietary technology, trade secrets or other SCEA Intellectual Property Rights
or SCEA's Confidential Information. As used in this Section 14.2, "controlling
interest" means, with respect to any form of entity, sufficient power to control
the decisions of such entity.

          (iv) If during the term of this Agreement, Publisher or an entity that
directly or indirectly has a controlling interest in Publisher enters into a
business relationship with a third party with whom Publisher materially
contributes to develop core components to an interactive device or product which
is directly or indirectly competitive with the System.

Publisher shall immediately notify SCEA in writing in the event that any of the
events or circumstances specified in this Section occur.

     14.3 PRODUCT-BY-PRODUCT TERMINATION BY SCEA. In addition to the events of
termination described in Section 14.2, above, SCEA, at its option, shall be
entitled to terminate, on a product-by-product basis, the licenses and related
rights herein granted to Publisher in the event that (a) Publisher fails to
notify SCEA promptly in writing of any material change to any materials
previously approved by SCEA in accordance with Section 5 or Section 6.1 hereto,
and such breach is not corrected or cured within thirty (30) days after receipt
of written notice of such breach (b) Publisher uses a third party that fails to
comply with the requirements of Section 3 in connection with the development of
any Licensed Product; (c) any third party with whom Publisher has contracted for
the development of Executable Software breaches any of its material obligations
to SCEA pursuant to such third party's agreement with SCEA with respect to such

                                       34


Licensed Product; or (d) Publisher cancels a Licensed Product or fails to
provide SCEA in accordance with the provisions of Section 5 above, with the
final version of the Executable Software for any Licensed Product within three
(3) months of the scheduled release date according to the Product Proposal
(unless a modified final delivery date has been agreed to by the parties), or
fails to provide work in progress to SCEA in strict accordance with the Review
Process in Section 5.3.

     14.4 OPTIONS OF SCEA IN LIEU OF TERMINATION. As alternatives to terminating
this Agreement or a particular Licensed Product as set forth in Sections 14.2
and 14.3 above, SCEA may, at its option and upon written notice to Publisher,
take the following actions in lieu of terminating this Agreement. In the event
that SCEA elects either of these options, Publisher may terminate this Agreement
upon written notice to SCEA rather than allowing SCEA to exercise these options.
Election of these options by SCEA shall not constitute a waiver of or compromise
with respect to any of SCEA's rights under this Agreement and SCEA may elect to
terminate this Agreement with respect to any breach.

          14.4.1 SUSPENSION OF AGREEMENT. SCEA may suspend this Agreement,
entirely or with respect to a particular Licensed Product or program, for a set
period of time which shall be specified in writing to Publisher or the
occurrence of any breach of this Agreement.

          14.4.2 LIQUIDATED DAMAGES. Whereas a minor breach of any of the events
set out below may not warrant termination of this Agreement, but will cause SCEA
damages in amounts difficult to quantify, SCEA may require Publisher to pay
liquidated damages of **** per event as follows:

               (i) Failure to submit Advertising Materials to SCEA for approval
(including any required resubmissions);

               (ii) Broadcasting or publishing Advertising Materials without
receiving the final approval or consent of SCEA;

               (iii) Failure to make SCEA's requested revisions to Advertising
Materials; or

               (iv) Failure to comply with the SourceBook 2, Manufacturing
Specifications or Guidelines which relates in any way to use of Licensed
Trademarks.

Liquidated damages shall be invoiced separately or on Publisher's next invoice
for Licensed Products. SCEA reserves the right to terminate this Agreement for
breach in lieu of seeking liquidated damages or in the event that liquidated
damages are unpaid.

     14.5 NO REFUNDS. In the event of the termination of this Agreement in
accordance with any of the provisions of Sections 14.2 through 14.4 above, no
portion of any payments of any kind whatsoever previously provided to SCEA
hereunder shall be owed or be repayable to Publisher.

     [*] Confidential portion omitted and filed separately with the Securities
and Exchange Commission.




                                       35



15. EFFECT OF EXPIRATION OR TERMINATION.

     15.1 INVENTORY STATEMENT. Within thirty (30) days of the date of expiration
or the effective date of termination with respect to any or all Licensed
Products or this Agreement, Publisher shall provide SCEA with an itemized
statement, certified to be accurate by an officer of Publisher, specifying the
number of unsold Units of the Licensed Products as to which such termination
applies, on a title-by-title basis, which remain in its inventory and/or under
its control at the time of expiration or the effective date of termination. SCEA
shall be entitled to conduct at its expense a physical inspection of Publisher's
inventory and work in process upon reasonable written notice during normal
business hours in order to ascertain or verify such inventory and inventory
statement.

     15.2 REVERSION OF RIGHTS. Upon expiration or termination and subject to
Section 15.3 below, the licenses and related rights herein granted to Publisher
shall immediately revert to SCEA, and Publisher shall cease from any further use
of SCEA's Confidential Information, Licensed Trademarks and Sony Materials and
any SCEA Intellectual Property Rights therein, and. subject to the provisions of
Section 15.3 below, Publisher shall have no further right to continue the
development, publication, manufacture, marketing, sale or distribution of any
Units of the Licensed Products, or to continue to use any Licensed Trademarks;
provided, however, that for a period of one year after termination, and subject
to all the terms of Section 13, and provided this Agreement is not terminated
due to a breach or default of Publisher, Publisher may retain such portions of
Sony Materials and SCEA's Confidential Information as SCEA in its sole
discretion agrees are required to support end users of Licensed Products but
must return these materials at the end of such one year period. Upon expiration
or termination, the licenses amid related rights herein granted to SCEA by
Publisher shall immediately revert to Publisher, and SCEA shall cease from any
further use of Product Information and any Publisher Intellectual Property
Rights therein; provided that SCEA may continue the manufacture, marketing, sale
or distribution of any SCEA Demo Discs containing Publisher's Product
Information which Publisher had approved prior to termination.

     15.3 DISPOSAL OF UNSOLD UNITS. Provided that this Agreement is not
terminated due to a breach or default of Publisher, Publisher may, upon
expiration or termination of this Agreement, sell off existing inventories of
Licensed Products, on a non-exclusive basis, for a period of ninety (90) days
from the date of expiration or termination of this Agreement, and provided such
inventories have not been manufactured solely or principally for sale during
such period. Subsequent to the expiration of such ninety (90) day period, or in
the event this Agreement is terminated as a result of any breach or default of
Publisher, any and all Units of the Licensed Products remaining in Publisher's
inventory shall be destroyed by Publisher within five (5) business days of such
expiration or termination. Within five (5) business days after such destruction,
Publisher shall provide SCEA with an itemized statement, certified to be
accurate by an officer of Publisher, indicating the number of Units of the
Licensed Products which have been destroyed (on a title-by-title basis), the
location and date of such destruction and the disposition of the remains of such
destroyed materials.

     15.4 RETURN OF SONY MATERIALS AND CONFIDENTIAL INFORMATION. Upon the
expiration or earlier termination of this Agreement, Publisher shall immediately
deliver to SCEA. or if and to the extent requested by SCEA destroy, all Sony
Materials and any and all Copies thereof, and Publisher and SCEA shall, upon the
request of the other party. immediately deliver to the other party, or if and to
the extent requested by such party destroy, all Confidential Information of the



                                       36


other party, including any and all copies thereof, which the other party
previously furnished to it in furtherance of this Agreement. Within five (5)
working days after any such destruction, Publisher and/or SCEA, as appropriate,
shall provide the other party with an affidavit of destruction and an itemized
statement, each certified to be accurate by an officer of Publisher, indicating
the number of copies and/or units of the Sony Materials and/or Confidential
Information which have been destroyed, the location and date of such destruction
and the disposition of the remains of such destroyed materials. In the event
that Publisher fails to return the Sony Materials or Confidential Information
and SCEA must resort to legal means (including without limitation any use of
attorneys) to recover the Sony Materials or Confidential Information or the
value thereof, all costs, including SCEA's reasonable attorney's fees, shall be
borne by Publisher, and SCEA may, in addition to SCEA's other remedies, withhold
such amounts from any payment otherwise due from SCEA to Publisher under any
agreement between SCEA and Publisher.

     15.5 EXTENSION OF THIS AGREEMENT; TERMINATION WITHOUT PREJUDICE. SCEA shall
be under no obligation to extend this Agreement notwithstanding any actions
taken by either of the parties prior to the expiration of this Agreement. Upon
the expiration of this Agreement, neither party shall be liable to the other for
any damages (whether direct, indirect, consequential or incidental, and
including, without limitation, any expenditures, loss of profits or prospective
profits) sustained or arising out of or alleged to have been sustained or to
have arisen out of such expiration. The expiration or termination of this
Agreement shall be without prejudice to any rights or remedies which one party
may otherwise have against the other party, and shall not excuse either party
from any such expiration or termination.


16. MISCELLANEOUS PROVISIONS.

     16.1 NOTICES. All notices or other communications required or desired to be
sent to either of the parties shall be in writing and shall be sent by
registered or certified mail, postage prepaid, or sent by recognized
international courier service, telegram or facsimile, with charges prepaid. The
address for all notices or other communications required to be sent to SCEA or
Publisher, respectively, shall be the mailing address stated in the preamble
hereof, or such other address as may be provided by written notice from one
party to the other on at least ten (10) days' prior written notice. Any such
notice shall be effective upon the date of actual or tendered delivery, as
confirmed by the sending party.

     16.2 AUDIT PROVISIONS. Publisher shall keep full, complete, and accurate
books of account and records covering all transactions relating to this
Agreement. Publisher shall preserve such books of account, records, documents,
and material for a period of twenty-four (24) months after the expiration or
earlier termination of this Agreement. Acceptance by SCEA of an accounting
statement, purchase order, or payment hereunder will not preclude SCEA from
challenging or questioning the accuracy thereof at a later time. In the event
that SCEA reasonably believes that the Wholesale Price provided by Publisher
with respect to any Licensed Product is not accurate, SCEA shall be entitled to
request additional documentation from Publisher to support the listed Wholesale
Price for such Licensed Product. In addition, during the Term and for a period
of two (2) years thereafter and upon the giving of reasonable written notice to
Publisher, representatives of SCEA shall have access to, and the right to make
copies and summaries of, such portions of all of Publisher's books and records
as pertain to the Licensed Products and any payments due or credits received
hereunder. In the event that such inspection reveals an under-reporting of any
payment due to SCEA, Publisher shall immediately


                                       37


pay SCEA such amount. In the event that any audit conducted by SCEA reveals that
Publisher has under-reported any payment due to SCEA hereunder by **** or more
for that audit period, then in addition to the payment of the appropriate amount
due to SCEA, Publisher shall reimburse SCEA for all reasonable audit costs for
that audit and any and all collection costs to recover the unpaid amount.

     16.3 FORCE MAJEURE. Neither SCEA nor Publisher shall be liable for any loss
or damage or be deemed to be in breach of this Agreement if its failure to
perform or failure to cure any of its obligations under this Agreement results
from any event or circumstance beyond its reasonable control, including, without
limitation, any natural disaster, fire, flood, earthquake or other Act of God,
shortage of equipment, materials, supplies or transportation facilities; strike
or other industrial dispute; war or rebellion; shutdown or delay in power,
telephone or other essential service due to the failure of computer or
communications equipment or otherwise; provided, however, that the party
interfered with gives the other party written notice thereof promptly, and, in
any event, within fifteen (15) business days of discovery of any such Force
Majeure condition. If notice of the existence of any Force Majeure condition is
provided within such period, the time for performance or cure shall be extended
for a period equal to the duration of the Force Majeure event or circumstance
described in such notice, except that any such cause shall not excuse the
payment of any sums owed to SCEA prior to, during or after any such Force
Majeure condition. In the event that the Force Majeure condition continues for
more than sixty (60) days, SCEA may terminate this Agreement for cause by
providing written notice to Publisher to such effect.

     16.4 NO AGENCY, PARTNERSHIP OR JOINT VENTURE. The relationship between SCEA
and Publisher, respectively, is that of licensor and licensee. Both parties are
independent contractors and are not the legal representative, agent, joint
venturer, partner or employee of the other party for any purpose whatsoever.
Neither party has any right or authority to assume or create any obligations of
any kind or to make any representation or warranty on behalf of the other party.
whether express or implied, or to bind the other party in any respect
whatsoever.

     16.5 ASSIGNMENT. SCEA has entered into this Agreement based upon the
particular reputation, capabilities and experience of Publisher and its
officers, directors and employees. Accordingly, Publisher may not assign this
Agreement or any of its rights hereunder, nor delegate or otherwise transfer any
of its obligations hereunder, to any third party unless the prior written
consent of SCEA shall first be obtained. This Agreement shall not be assigned in
contravention of Section 14.2(iii). Any attempted or purported assignment,
delegation or other such transfer, directly or indirectly, without the required
consent of SCEA shall be void. Subject to the foregoing, this Agreement shall
inure to the benefit of the parties and their respective successors and
permitted assigns (other than under the conditions set forth in Section
14.2(iii). SCEA shall have the right to assign any and all of its rights and
obligations hereunder to any Sony affiliates.



     [*] Confidential portion omitted and filed separately with the Securities
and Exchange Commission.



                                       38



     16.6 SUBCONTRACTORS. Publisher shall not sell, assign, delegate,
subcontract, sublicense or otherwise transfer or encumber all or any portion of
the licenses herein granted without the prior written approval of SCEA,
provided, however, that Publisher may retain those subcontractors who provide
services which do not require access to Sony Materials or SCEA's Confidential
Information without such prior approval. Publisher may retain those
subcontractor(s) to assist with the development, publication and marketing of
Licensed Products (or portions thereof), which have signed (i) an LPA or LDA
with SCEA (the "PlayStation 2 Agreement") in full force and effect throughout
the term of such development and marketing; or (ii) an SCEA-approved
subcontractor agreement ("Subcontractor Agreement"); and SCEA has approved such
subcontractor in writing, which approval shall be in SCEA's sole discretion.
Such Subcontractor Agreement shall provide that SCEA is a third-party
beneficiary of such Subcontractor Agreement. and has the full right to bring any
actions against such subcontractors to comply in all respects with the terms and
conditions of this Agreement. Publisher shall provide a copy of any such
Subcontractor Agreement to SCEA prior to and following execution thereof.
Publisher shall not disclose to any subcontractor any of SCEA's Confidential
Information, including, without limitation, any Sony Materials, unless and until
either a PlayStation 2 Agreement or a Subcontractor Agreement has been executed
and approved by SCEA. Notwithstanding any consent which may be granted by SCEA
for Publisher to employ any such permitted subcontractor(s), or any such
separate agreement(s) that may be entered into by Publisher with any such
permitted subcontractor, Publisher shall remain fully liable for its compliance
with all of the provisions of this Agreement and for the compliance of any and
all permitted subcontractors with the provisions of any agreements entered into
by such subcontractors in accordance with this Section. Publisher shall use its
best efforts to cause its subcontractors retained in furtherance of this
Agreement to comply in all respects with the terms and conditions of this
Agreement, and hereby unconditionally guarantees all obligations of its
subcontractors. SCEA may subcontract any of its rights or obligations hereunder.

     16.7 COMPLIANCE WITH APPLICABLE LAWS. The parties shall at all times comply
with all applicable regulations and orders of their respective countries and
other controlling jurisdictions and all conventions and treaties to which their
countries are a party or relating to or in any way affecting this Agreement and
the performance by the parties of this Agreement. Each party, at its own
expense, shall negotiate and obtain any approval, license or permit required in
the performance of its obligations, and shall declare, record or take such steps
to render this Agreement binding, including, without limitation, the recording
of this Agreement with any appropriate governmental authorities (if required).

     16.8 GOVERNING LAW; CONSENT TO JURISDICTION. This Agreement shall be
governed by and interpreted in accordance with the laws of the State of
California, excluding that body of law related to choice of laws, and of the
United States of America. Any action or proceeding brought to enforce the terms
of this Agreement or to adjudicate any dispute arising hereunder shall be
brought in the Superior Court of the County of San Mateo, State of California or
the United States District Court for the Northern District of California. Each
of the parties hereby submits itself to the exclusive jurisdiction and venue of
such courts for purposes of any such action and agrees that any service of
process may be effected by delivery of the summons in the manner provided in the
delivery of notices set forth in Section 16.1 above. In addition, each party
hereby waives the right to a jury trial in any action or proceeding related to
this Agreement.

                                       39


     16.9 LEGAL COSTS AND EXPENSES. In the event it is necessary for either
party to retain the services of an attorney or attorneys to enforce the terms of
this Agreement or to file or defend any action arising out of this Agreement,
then the prevailing party in any such action shall be entitled, in addition to
any other rights and remedies available to it at law or in equity to recover
from the other party its reasonable fees for attorneys and expert witnesses,
plus such court costs and expenses as may be fixed by any court of competent
jurisdiction. The term "prevailing party" for the purposes of this Section shall
include a defendant who has by motion, judgment, verdict or dismissal by the
court, successfully defended against any claim that has been asserted against
it.

     16.10 REMEDIES. Unless expressly set forth to the contrary, either party's
election of any remedies provided for in this Agreement shall not be exclusive
of any other remedies, and all such remedies shall be deemed to be cumulative.
Any breach of Sections 3.4, 5.6.1, 11 and 13 of this Agreement would cause
significant and irreparable harm to SCEA, the extent of which would be difficult
to ascertain. Accordingly, in addition to any other remedies including without
limitation equitable relief to which SCEA may be entitled, in the event of a
breach by Publisher or any of its employees or permitted subcontractors of any
such Sections of this Agreement, SCEA shall be entitled to the immediate
issuance without bond of ex parte injunctive relief or, if a bond is required
under applicable law, on the posting of a bond in an amount not to exceed ****
enjoining any breach or threatened breach of any or all of such provisions. In
addition, if Publisher fails to comply with any of its obligations as set forth
herein, SCEA shall be entitled to an accounting and repayment of all forms of
compensation, commissions, remuneration or benefits which Publisher directly or
indirectly realizes as a result of or arising in connection with any such
failure to comply. Such remedy shall be in addition to and not in limitation of
any injunctive relief or other remedies to which SCEA may be entitled under this
Agreement or otherwise at law or in equity. In addition, Publisher shall
indemnify SCEA for all losses, damages, liabilities, costs and expenses
(including reasonable attorneys' fees and all reasonable related costs) which
SCEA may sustain or incur as a result of any breach under this Agreement.

     16.11 SEVERABILITY. In the event that any provision of this Agreement (or
portion thereof) is determined by a court of competent jurisdiction to be
invalid or otherwise unenforceable, such provision (or portion thereof) shall be
enforced to the extent possible consistent with the stated intention of the
parties, or, if incapable of such enforcement, shall be deemed to be deleted
from this Agreement, while the remainder of this Agreement shall continue in
full force and remain in effect according to its stated terms and conditions.

     16.12 SECTIONS SURVIVING EXPIRATION OR TERMINATION. The following sections
shall survive the expiration or earlier termination of this Agreement for any
reason: 4, 5.8, 6.2, 6.4, 8.9, 10, 11, 13, 14.5, l5 and 16.







     [*] Confidential portion omitted and filed separately with the Securities
and Exchange Commission.


                                       40



     16.13 WAIVER. No failure or delay by either party in exercising any right,
power or remedy under this Agreement shall operate as a waiver of any such
right, power or remedy. No waiver of any provision of this Agreement shall be
effective unless in writing and signed by the party against whom such waiver is
sought to be enforced. Any waiver by either party of any provision of this
Agreement shall not be construed as a waiver of any other provision of this
Agreement, nor shall such waiver operate or be construed as a waiver of such
provision respecting any future event or circumstance.

     16.14 MODIFICATION AND AMENDMENT. No modification or amendment of any
provision of this Agreement shall be effective unless in writing and signed by
both of the parties. Notwithstanding the foregoing, SCEA reserves the right to
modify the SourceBook 2 from time to time upon reasonable notice to Publisher.

     16.15 HEADINGS. The section headings used in this Agreement are intended
primarily for reference and shall not by themselves determine the construction
or interpretation of this Agreement or any portion hereof.

     16.16 INTEGRATION. This Agreement, together with the SourceBook 2,
constitutes the entire agreement between SCEA and Publisher and supersedes all
prior or contemporaneous agreements, proposals, understandings and
communications between SCEA and Publisher, whether oral or written, with respect
to the subject matter hereof including any PlayStation 2 Confidentiality and
Nondisclosure Agreement and Materials Loan Agreement between SCEA and Publisher.

     16.17 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original, and together shall constitute one and the
same instrument.

     16.18 CONSTRUCTION. This Agreement shall be fairly interpreted in
accordance with its terms and without any strict construction in favor of or
against either of the parties.





                                       41



     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the day and year first written above.


SONY COMPUTER ENTERTAINMENT AMERICA INC.       PUBLISHER


By:                                            By:
   ------------------------------                 -----------------------------
                                               Print Name:
                                               Title:
                                               Date:



Vice President
Third Party Relations and
Research and Development
June 20, 2000
NOT A VALID AGREEMENT UNTIL
EXECUTED BY BOTH PARTIES