INTERNATIONAL LICENSE AND DISTRIBUTION AGREEMENT
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This  INTERNATIONAL LICENSE AND DISTRIBUTION AGREEMENT (the "Agreement") is made
and  entered  into upon the 1st day of November, 2002  (the  "Effective  Date"),
by and between VIVENDI  UNIVERSAL  GAMES,  INC.  and  its  direct  and  indirect
subsidiaries,  with  its principal place  of business to 6080 Center Drive, 10th
Floor,  Los  Angeles,  CA  90045  ("COMPANY"),  and  STAR E MEDIA CORPORATION, a
California  corporation,  with its principal place of business at 188 Technology
Drive,  Suite  B,  Irvine,  CA  92618  (DISTRIBUTOR").

                                    RECITALS
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WHEREAS,  COMPANY  publishes and distributes certain computer software products,
including  the  products  listed  in  Exhibit  A  hereto;  and

WHEREAS,  COMPANY  desires  to  distribute  its  products in a world market; and

WHEREAS,  DISTRIBUTOR  has expressed an interest in localizing, and acting as an
independent  distributor  of, certain COMPANY products pursuant to the terms and
conditions  as  set  forth  below;

NOW,  THEREFORE,  in consideration of the foregoing, and of the mutual covenants
and  agreements hereinafter set forth, COMPANY and DISTRIBUTOR agree as follows:

1.   DEFINITIONS.  Whenever  used  in  this Agreement, the following terms shall
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     have  the  following  specified  meanings:

     (a)  "COMPANY  Software"  means  computer software programs (including pro-
          grams  intended  for  demonstration  or  tutorial  purposes)  produced
          and/or distributed  by  COMPANY and identified in the attached Exhibit
          A,  as Exhibit A may be modified or amended from time to time, and any
          and all improvements,  corrections,  modifications,  updates, enhance-
          ments  and  new  releases  related  thereto, but specifically excluded
          sequel  products.

     (b)  "COMPANY  Documentation"  means  any  and all manuals, specifications,
          user  guides  and  other documentation regarding the COMPANY Software.

     (c)  "COMPANY  Products"  means COMPANY Software packaged together with the
          appropriate  COMPANY  Documentation.

     (d)  "Distribution  Term"  means  the time period set forth in the attached
          Exhibit  A, as Exhibit A may be modified or amended from time to time,
          during  which  DISTRUBITOR  has the right to distribute the enumerated
          Localized  COMPANY  Products,  as that term is defined hereinbelow, in
          the  Territory.

     (e)  "Territory"  means  only  the  countries  listed in Exhibit A attached
          hereto,  but only as their political borders exist on the date of this
          Agreement.  The  Territory  excludes foreign countries' embassies, and
          foreign  military  and  governmental installations, located within the
          territory.

     (f)  "Localization"  means the modification of COMPANY Software and COMPANY
          Documentation  to  meet the needs of  the  non-English-speaking  users
          in the  Territory.  This  may  include  code  changes,  additions  and
          alterations  to  the  feature set, changes in the data or new art with
          the  intent  to  provide  more culturally acceptable COMPANY Products.

     (g)  "Localized  COMPANY  Products"  means  COMPANY  Software after Locali-
          zation,  together with the appropriate localized COMPANY Documentation
          and  pre- approved collateral materials, contained in COMPANY-approved
          localized  packaging  for  DISTRIBUTOR's  Territory.

     (h)  "End-User"  means  an  individual  or entity which purchases Localized
          COMPANY  Products  for  its  own  use,  and  not  for  redistribution.

     (i)  "Dealer"  means  an  entity  which, as authorized hereunder, purchases
          Localized  COMPANY  Products  and  resells  them  to  End-Users.

<PAGE>

     (j)  "EULA"  means  COMPANY's  standard  form end-user license agreement, a
          copy  of  which  is  included  in COMPANY  Documentation  for,  and/or
          displayed  on  certain screens and as part of the installation of, all
          COMPANY  Software, as the same may be modified or amended from time to
          time.

     (k)  "Prohibited  Country"  means a country to which export or re-export of
          any  Localized  COMPANY  Products  is  prohibited by United States law
          without first obtaining the permission of the United States Officer of
          Export  Administration  or  its  successor.

     (l)  "OEM"  means  original-equipment  manufacturer,  which  is any natural
          person  or  legal  entity  which obtains a license from COMPANY to use
          COMPANY  Products  or  Localized  COMPANY  Products for the purpose of
          incorporating  such COMPANY Products or Localized COMPANY Products, in
          whole or in part, either with or within computer hardware, software or
          other  products  for  further  distribution  in  conjunction with such
          products.

     (m)  All references in this Agreement to the "sale" or "selling" of COMPANY
          Software  shall  mean  the  sale  of  a  license  to  use such COMPANY
          Software.  All  references  in  this  Agreement  to  the "purchase" of
          COMPANY  Software  shall  mean  the  purchase of a license to use such
          COMPANY  Software.

2.   APPOINTMENT  AS  AUTHORIZED  COMPANY  DISTRIBUTOR
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     (a)  Exclusive  Appointment.  Subject  to  the terms and conditions of this
          Agreement,  COMPANY  hereby  appoints  DISTRIBUTOR  as an independent,
          exclusive  distributor  of  Localized  COMPANY  Products solely in the
          Territory, and DISTRIBUTOR hereby accepts such appointment. All rights
          not  expressly  granted  to  DISTRIBUTOR  hereunder  are  reserved  by
          COMPANY.

     (b)  Nature  of Distribution. The appointment of DISTRIBUTOR only grants to
          DISTRIBUTOR  a  license  to  distribute  Localized COMPANY Products to
          DISTRIBUTOR's  customers  in  the  Territory  in  accordance with this
          Agreement,  and  does  not  grant  any right, title or interest in any
          COMPANY  Product,  in  whole  or  in  part,  to  DISTRIBUTOR.

     (c)  Software License. With respect to the COMPANY Products, COMPANY grants
          to DISTRIBUTOR an exclusive, non-transferable license in the Territory
          to  modify the COMPANY Software and the COMPANY Documentation, only as
          commercially  necessary and as approved by COMPANY, and to manufacture
          or  have  manufactured,  market,  distribute  and  sell  only  in  the
          Territory  such  modified versions of the COMPANY Software and COMPANY
          Documentation  as  Localized  COMPANY  Products.

     (d)  On-line  Sales.  COMPANY hereby grants DISTRIBUTOR the right to market
          and  sell  the Localized COMPANY Products through on-line services and
          the Internet only within the Territory. DISTRIBUTOR is prohibited from
          distributing  any  COMPANY  Products or Localized COMPANY Products via
          electronic means, including downloading. COMPANY reserves the right to
          review DISTRIBUTOR's on-line materials regarding the Localized COMPANY
          Products,  and may at any time require DISTRIBUTOR to modify or remove
          such  materials.  DISTRIBUTOR  agrees  to immediately comply with such
          notice.

     (e)  Sales  Literature.  COMPANY  shall furnish DISTRIBUTOR with reasonable
          quantities  (in  COMPANY's  sole judgment) of COMPANY's existing sales
          literature  if  desired by DISTRIBUTOR for the initial introduction of
          the  Localized  COMPANY  Products  within  the Territory at no charge.
          COMPANY  reserves  the  right  to  charge  a  reasonable  fee  for any
          additional  materials  provided  by  it  to  DISTRIBUTOR.

     (f)  COMPANY's  Reserved  Rights.

          (1)  Changes  in  Products. In the event COMPANY believes that further
               distribution  of  any Localized COMPANY Products in the Territory
               will  expose COMPANY to liability, COMPANY may, without liability
               to  DISTRIBUTOR,  delete  such  COMPANY  Product from the list of
               COMPANY  products  contained  in Exhibit A. DISTRIBUTOR agrees to
               promptly  refrain from any further distribution of the applicable
               Localized  COMPANY  Products  following  receipt  of such notice.
               Additionally,  COMPANY  reserves  the  right  to  modify  COMPANY
               Products  during  the  term  hereof  in  its  sole  discretion.

<PAGE>

          (2)  COMPANY  and  Third-Party Distribution of COMPANY Products Within
               the  Territory. DISTRIBUTOR acknowledges that COMPANY has granted
               and/or  in  the  future  may  grant  OEM  rights to third parties
               relating  to  one  or  more  of  the COMPANY Products (other than
               Localized  COMPANY  Products)  in  the  Territory.  In  addition,
               DISTRIBUTOR  further  acknowledges  that  COMPANY  and/or  third
               parties  may  from  time  to  time  distribute  COMPANY  Products
               directly  to resellers and end-users in the Territory, but during
               the term of this Agreement COMPANY shall not knowingly distribute
               Localized  COMPANY  Products  to  resellers  in  the  Territory.

          (3)  COMPANY  and  Third-Party  Distribution  of  Localized  COMPANY
               Products  Within  the  Territory.  DISTRIBUTOR  acknowledges that
               COMPANY  may in the future grant licenses for distribution of the
               Localized  COMPANY  Products  in  conjunction  with  third-party
               products.  In  the  event  COMPANY  enters  into  such  licensing
               arrangement,  COMPANY  shall pay DISTRIBUTOR twenty percent (20%)
               of  COMPANY's  net  proceeds resulting therefrom during the term.

3.   CERTAIN  OBLIGATIONS  OF  DISTRIBUTOR.  DISTRIBUTOR warrants and represents
     that  it  has,  and  will  maintain, the capacity, facilities and personnel
     necessary  to  carry out its obligations pursuant to this Agreement, and in
     particular  that:

     (a)  Promotion  Efforts.  DISTRIBUTOR shall use its best efforts to market,
          sell  and  distribute  Localized  COMPANY Products both vigorously and
          aggressively within the Territory in accordance with the terms of this
          Agreement.  Notwithstanding the foregoing all promotional, advertising
          and/or  other marketing items or the like which DISTRIBUTOR may desire
          to  create  must  be  pre-approved  in  writing by COMPANY in the form
          attached hereto as Exhibit C. As it pertains to Blizzard Entertainment
          products,  all  such  advance  written approvals must be obtained from
          Blizzard  Entertainment's  Vice  President  of Business Development or
          his/her  designee.

     (b)  Dealer  Qualifications.  DISTRIBUTOR shall authorize and maintain only
          Dealers  that  have  the  financial  capacity,  facilities,  technical
          capacity  and  desire  to  market  and sell Localized COMPANY Products
          competently.

     (c)  DISTRIBUTOR-Dealer  Agreement.  It  is  a  material  obligation  of
          DISTRIBUTOR,  prior  to  engaging  in  any  transaction  with a Dealer
          involving  Localized COMPANY Products, to enter into an agreement with
          such  Dealer  which  authorize such Dealer to resell Localized COMPANY
          Products, and which provides, inter alia, that as a material condition
          of  such  agreement,  such  Dealer  may  resell  the Localized COMPANY
          Products  only  within  the  Territory  granted  hereunder.

     (d)  Minimum  Commitments.  DISTRIBUTOR  agrees  and  guarantees to sell at
          least the minimum quantities of each of the Localized COMPANY Products
          set  forth  in  Exhibit  A  (the  "Guaranteed Unit Sales") in the time
          period  set  forth in Exhibit A (the "Guarantee Period"). In the event
          DISTRIBUTOR  does  not  achieve  the  Guaranteed Unit Sales during the
          Guarantee  Period, DISTRIBUTOR agrees to pay, at the expiration of the
          Guarantee  Period,  the  difference  between the royalties which would
          have  been payable on the Guaranteed Unit Sales and the royalties paid
          or  payable  for quantities actually sold during the Guarantee Period.
          Notwithstanding  the  foregoing,  COMPANY shall have the right but not
          the obligation to terminate this Agreement upon 30 days written notice
          to  DISTRIBUTOR  if:

          (1)  DISTRIBUTOR has not achieved the Guaranteed Unit Sales within the
               Guarantee  Period;  or

          (2)  DISTRIBUTOR  has  not  achieved  one-half (1/2) of the Guaranteed
               Unit  Sales  at  the  midpoint of the Guarantee Period. Within 30
               days  of  COMPANY's  written notice to DISTRIBUTOR of termination
               under  this  Paragraph  3(d)(2),  DISTRIBUTOR  shall  apply  the
               difference  between one-half (1/2) the royalties which would have
               been  payable on the Guaranteed Unit Sales and the royalties paid
               or payable for quantities actually sold up to the midpoint of the
               Guarantee  Period.

<PAGE>

     (e)  Inventory.  DISTRIBUTOR  shall  maintain  an  inventory  of  Localized
          COMPANY  Products  sufficient to serve adequately the needs of Dealers
          and  End-Users  within  a  commercially  reasonable  time frame.  Not-
          withstanding  the  foregoing,  DISTRIBUTOR  shall make best efforts to
          ensure  that  its  inventory of  Localized  COMPANY Products are never
          out-of-stock for any period that exceeds five (5) consecutive business
          days.

     (f)  Dealer  Support.  DISTRIBUTOR  shall  provide  Dealers  with training,
          technical  support  and  other  assistance  appropriate  in  promoting
          Localized  COMPANY Products. DISTRIBUTOR shall transmit to Dealers all
          COMPANY  literature  and  other  information  that COMPANY requests be
          transmitted  to  them.

     (g)  DISTRIBURTOR  Personnel.   DISTRIBUTOR  shall  train  and  maintain  a
          sufficient  number  of  capable  technical  and sales personnel at its
          expense;  (1)  to  serve  the  needs  of  its Dealers or End-Users for
          Localized  COMPANY Products, service and support; and (2) otherwise to
          carry  out  the  responsibilities  of  DISTRIBUTOR  pursuant  to  this
          Agreement.

     (h)  Technical  Expertise.  DISTRIBUTOR  and  its staff shall be conversant
          with  the  technical  language  conventional  to  COMPANY Products and
          similar  computer  products  in  general.

     (i)  DISTRIBUTOR-Replicator/Duplicator  Agreement.  Prior  to  engaging  a
          replicator/duplicator  to  replicate/duplicate  Localized  COMPANY
          Products as contemplated pursuant to Paragraph 3(s) below, DISTRIBUTOR
          and  such replicator/duplicator shall execute an agreement authorizing
          that  entity to duplicate Localized COMPANY Products. It is a material
          obligation of DISTRIBUTOR  to  contractually  require  the replicator/
          duplicator to prepare and submit reports to COMPANY in accordance with
          Paragraph  4(d)  below and to refrain from replication that results in
          the  production  of  gold-colored  CD-ROMs.

     (j)  DISTRIBUTOR  Covenants.  DISTRIBUTOR  covenants  and  agrees:

          (1)  Efforts.  To conduct business in a manner that reflects favorably
               on  the  goodwill  and  reputation  of  COMPANY;

          (2)  Marketing  Practices. To avoid deceptive, misleading or unethical
               trade  practices,  including  but  not  limited  to making repre-
               sentations, warranties or guarantees to customers or to the trade
               with  respect  to the specifications,  features  or  capabilities
               of Localized COMPANY Products  that  are  inconsistent  with  the
               literature  distributed  by COMPANY, including all warranties and
               disclaimers  contained  in  COMPANY  literature;

          (3)  Marketing  Through  Dealers.  To  refrain  from selling Localized
               COMPANY  Products  to any Dealer that cannot agree to comply with
               obligations  similar  to  those  contained  in  this Paragraph 3,
               entitled  "Obligations  of  DISTIRIBUTOR";

          (4)  Object  Code.  To  distribute  COMPANY  Software only in machine-
               readable  object  code  format;

          (5)  Copying.  To refrain from permitting the copying COMPANY Software
               onto  any  other  media  for purposes of redistribution to others
               whether for profit, promotion or otherwise, and not to use, copy,
               print  or  display  any COMPANY Software, in any manner except in
               connection  with,  and  for the purpose of, marketing and selling
               copies  of  COMPANY  Software  to  others in accordance with this
               Agreement;

          (6)  Renting.  To refrain from renting or lending any COMPANY Software
               or the use, copying, printing or display of any COMPANY Software,
               in  any manner except in connection with, and for the purpose of,
               marketing  and  selling  copies  of COMPANY Software to others in
               accordance  with  this  Agreement;

<PAGE>

          (7)  EULA.  Not  to  add to, delete or otherwise vary any of the terms
               and  conditions  of  the  EULA;

          (8)  Trademarks  and  Trade  Names.  Not  to  distribute any Localized
               COMPANY  Products  under any trade names or trademarks other than
               those  employed by COMPANY with respect thereto without the prior
               written  approval  of  COMPANY;  and

          (9)  Withholding  Tax.  That any withholding tax imposed upon payments
               made  to COMPANY by DISTRIBUTOR pursuant to this Agreement may be
               used  as  a foreign tax credit in the same fiscal year by COMPANY
               against  its obligations under applicable United States tax laws.
               DISTRIBUTOR  understands  and agrees that should such tax credits
               be disallowed or unusable, the royalty rates set forth in EXHIBIT
               A  may  be unilaterally raised by COMPANY to offset the effect of
               the  withholding  tax.

     (k)  Warranty  Service  and  Support. DISTRIBUTOR shall comply with COMPANY
          programs  for  in-warranty  replacement  and post-warranty support for
          Localized  COMPANY  Products.  DISTRIBUTOR  shall  provide  a level of
          technical support for all Localized COMPANY Products equivalent in all
          material  respects  to  that  which  COMPANY  provides  its end users.

     (l)  Compliance  with  Law.  DISTRIBUTOR  shall  comply  with  applicable
          international,  national,  state,  regional  and  local  laws  and
          regulations  in  performing  its  duties  hereunder  and in any of its
          business  with Dealers and with respect to Localized COMPANY Products.

     (m)  Compliance  with  U.S.  Export  Laws.  DISTRIBUTOR  acknowledges  that
          COMPANY's  export of the COMPANY Products may be subject to compliance
          with  the  Export  Administration Act Regulations of the Department of
          Commerce  of  the United States, as amended, and other export controls
          of  the  United  States ("export Laws"), which restrict the export and
          re-export  of  software  media,  technical data  and  direct  products
          of technical data.  ("Direct Product"  as  used  hereafter  means  the
          immediate  product, including processes and services, derived from the
          use  of COMPANY Products.) DISTRIBUTOR agrees, and shall cause each of
          its  Dealers,  employees,  agents and representatives to agree, not to
          export  or re-export any Localized COMPANY Products or Direct Products
          of  COMPANY  Products to any Prohibited Country. DISTRIBUTOR agrees to
          indemnify  COMPANY  against  any  claim,  demand,  action, proceeding,
          investigation,  loss,  liability,  cost or expense, including, without
          limitation  attorney's  fees,  suffered  or  incurred  by  COMPANY and
          arising  out  of  or  related  to  any  breach (whether intentional or
          unintentional)  by  DISTRIBUTOR, its employees, agent, representatives
          or  Dealers,  of  any of the warranties or covenants of this Paragraph
          3(m).

     (n)  Governmental Approval. If any approval with respect to this Agreement,
          or  the registration thereof, shall be required at any time during the
          term  of  this  Agreement, with respect to giving legal effect to this
          Agreement  in  Territory,  or with respect to compliance with exchange
          regulations  or  other  requirements  so  as  to  assure  the right of
          remittance  abroad  of  U.S.  dollars  pursuant to Paragraph 6 hereof,
          DISTRIBUTOR  shall immediately take whatever steps may be necessary in
          this  respect,  and any changes incurred in connection therewith shall
          be  paid  by  DISTRIBUTOR.  DISTRIBUTOR  shall  keep COMPANY currently
          informed  of its efforts in this connection. COMPANY shall be under no
          obligation  to  ship  COMPANY  Products to DISTRIBUTOR hereunder until
          DISTRIBUTOR  has provided COMPANY with satisfactory evidence that such
          approval or registration is not required or that it has been obtained.

     (o)  Market  Conditions.  DISTRIBUTOR  shall  advise  COMPANY promptly con-
          cerning  any  market information that comes to DISTRIBUTOR's attention
          regarding Localized COMPANY Products,  COMPANY's  market  position  or
          the continued competitiveness of Localized  COMPANY  Products  in  the
          marketplace.

     (p)  Dealing  with  End-Users.  Prior  to accepting any fee or other charge
          from  any End-User interested in acquiring a copy or copies of COMPANY
          Software  from DISTRIBUTOR, DISTRIBUTOR shall inform the End-User that
          acquisition of such copy is subject to the terms and conditions of the
          EULA.  A  sample  copy  of  the  EULA  shall  be  available  from  the
          DISTRIBUTOR  for  review  by  all  prospective  End-Users dealing with
          DISTRIBUTOR.  Should  any  End-User return to DISTRIBUTOR any unopened
          COMPANY  Software  in  the  original  sealed  package  in which it was
          distributed  by  DISTRIBUTOR,  DISTRIBUTOR shall provide such End-User
          with  a  full refund of all sums paid by the End-User therefore. In no
          event  shall  COMPANY  provide any such refund to any End-User who has
          obtained  the  copy or copies in question from or through DISTRIBUTOR.

<PAGE>

     (q)  Adaptation  for Local Market. COMPANY and DISTRIBUTOR shall consult in
          good  faith  with  respect to the localization of the COMPANY Software
          and  DISTRIBUTOR  shall  make  such  changes  to  COMPANY Software and
          COMPANY  Documentation,  packaging  and  related  marketing  materials
          as DISTRIBUTOR  and  COMPANY  agree  would  be  appropriate  to  adapt
          COMPANY Products for use in the Territory.  COMPANY  shall  submit  to
          DISTRIBUTOR  all  materials  necessary  to  DISTRIBUTOR's Localization
          effort  ("Localization  Kit").  This might include, but is not limited
          to,  scripts  for  speech  files,  and  removable  data  storage media
          containing artwork. COMPANY assures DISTRIBUTOR that it will cooperate
          in  DISTRIBUTOR's  development  of  the  Localized  COMPANY  Products.
          DISTRIBUTOR  shall be responsible for translating and manufacturing or
          having  manufactured  COMPANY  manuals,  advertising  and  promotional
          materials  into  the  language  of  the  Territory  if so requested by
          COMPANY.  Upon  receipt  of  the  Localization  Kit, DISTRIBUTOR shall
          submit,  within  two  (2)  weeks, an estimated publishing date for the
          localized version of the COMPANY Product, which shall be no later than
          four  (4)  calendar  months  following  receipt  of  the  Localization
          Kit.  DISTRIBUTOR  agrees  to  use  professional actors, which must be
          pre-approved  in writing by COMPANY, for the  voice-overs  and  agrees
          to  have  each  actor  contributing  content  or  efforts  toward  the
          Localizations  execute  the  COMPANY  Professional  Services Agreement
          attached  in  incorporated  hereto  as  Exhibit B. Failure to meet the
          publishing  date  deadline  shall  be considered a material breach and
          shall  allow  COMPANY to terminate the Agreement upon thirty (30) days
          prior  written  notice.  During  the  completion  of  the Localization
          process,  DISTRIBUTOR  shall submit all localized materials to COMPANY
          for  approval.  DISTRIBUTOR must receive written approval from COMPANY
          prior  to  any sale or demonstration  of  Localized COMPANY  Products.
          If DISTRIBUTOR  cannot  achieve  the quality  or  technical  standards
          equivalent  to  those  of  the  English version of the COMPANY Product
          within  forth-five  (45)  calendar  days  after  DISTRIBUTOR's initial
          submission  of the Localized COMPANY Products to COMPANY for approval,
          COMPANY may terminate this Agreement upon seven (7) days prior notice.
          COMPANY  has  the  exclusive  right  to see Localized COMPANY Products
          outside  the  Territory.

     (r)  Packaging. Except as provided in Paragraphs 3(p) or 3(q),  DISTRIBUTOR
          shall  distribute  Localized  COMPANY  Products  with  all  packaging,
          warranties,  disclaimers  and EULA intact as on COMPANY Products prior
          to  Localization,  and  shall  instruct  each of its Dealers as to the
          nature  and  terms  of  the  EULA  applicable to the COMPANY Software.
          Anything  to the contrary notwithstanding, DISTRIBUTOR may not include
          any  materials  in or on the Localized COMPANY Product packaging which
          is  not either (i) included in the U.S. version of the COMPANY Product
          or  (ii)  pre-approved  in  writing  by  COMPANY.  For  the purpose of
          Localization,  DISTRIBUTOR agrees to produce packaging and advertising
          or sales  support  material  at  the  same high quality levels used by
          COMPANY  in  the  English version of the COMPANY Products. DISTRIBUTOR
          must  receive  written  pre-approval  from COMPANY on all DISTRIBUTOR-
          produced marketing and sales materials, including, but not limited to,
          packaging  and  collateral material that reference COMPANY Software or
          Localized  COMPNAY  Products,  prior  to  release  of  the  materials.
          DISTRIBUTOR shall pay for shipping and production of the art media for
          the packaging, brochures or other collateral materials used to promote
          the  Localized  COMPANY  Products  within  the  Territory.

     (s)  Media  Replication.  DISTRIBUTOR  shall obtain COMPANY's prior written
          approval  before  replicating  any media used in the Localized COMPANY
          Products,  and COMPANY may withhold  such  consent  in  its  sole dis-
          cretion.  Further,  DISTRIBUTOR  shall submit the name or names of the
          particular  duplicator/replicator  that DISTRIBUTOR intends to use for
          such  purposes  to  COMPANY  for  its  prior  written  approval before
          entering  into  any  agreement  with  said  duplicator/replicator.

<PAGE>

     (t)  Quality; Samples.

          (1)  DISTRIBUTOR  acknowledges  that if the Localized COMPANY Products
               manufactured and sold by it hereunder were of inferior quality in
               design,  material  or workmanship, the substantial goodwill which
               COMPANY has established and now possesses in the COMPANY Software
               would  be  impaired.  Accordingly,  DISTRIBUTOR  agrees  that the
               Localized  COMPANY Products shall be of the highest standards and
               of  such  style,  appearance  and  quality as shall be reasonably
               adequate  and  suited  to their promotion, distribution, sale and
               exploitation  to  enhance  the Localized COMPANY Products and the
               goodwill  in  the  COMPANY  Software.

          (2)  COMPANY  shall approve each stage of development of the Localized
               COMPANY  Products  from the conception to the production thereof.
               DISTRIBUTOR  shall  at each stage of development of the Localized
               COMPANY  Products,  before it manufactures, distributes, ships or
               sells any particular Localized COMPANY Products, furnish COMPANY,
               free of cost, for its written approval, the Approval Request form
               attached  hereto  as  Exhibit  C  with  each  of  the  following:

                 i) four  (4)  samples  of  preliminary  art  concept;

                ii) four  (4)  samples  of  color  composite and/or one (1) hand
                    sample;

               iii) four  (4)  samples  of  fine  art;

                iv) one  (1)  pre-production  sample;  and

                 v) one  (1)  final  sample/prototype  for the Localized COMPANY
                    Software  together  with  its  cartons and containers, tags,
                    labels,  wrapping  material,  advertising  and  promotional
                    material  for  use  in  any  media  in  connection  with the
                    Localized  COMPANY  Software  ("Packaging").

          (3)  DISTRIBUTOR shall provide COMPANY with six (6) production samples
               of  the  Localized  COMPANY Products and all sales, marketing and
               advertising  materials prepared by DISTRIBUTOR in connection with
               its distribution of the Localized COMPANY Products, free of cost,
               for  COMPANY's  written  approval  prior  to  distribution of the
               Localized  COMPANY  Software.  If  COMPANY  does not indicate its
               approval  or  disapproval  of  such  submissions within seven (7)
               business  days from the date of actual receipt of the submission,
               COMPANY shall be deemed to have disapproved the Localized COMPANY
               Software.  If  so  disapproved,  and  without  limiting COMPANY's
               approval  rights,  upon  receipt  of  a  written  request  from
               DISTRIBUTOR,  COMPANY  shall  provide DISTRIBUTOR within five (5)
               business  days  of  the  proposed modifications that would render
               such  sample  approved.   Once  Localized  COMPANY  Software  and
               collateral  materials  have  been expressly approved, DISTRIBUTOR
               shall  not depart therefrom in any material respect without first
               obtaining COMPANY's written consent in accordance herewith or add
               any  additional  element(s)  as  in-packed flyers, business reply
               cards  and  so  on  without  COMPANY's  approval  in  each  case.
               DISTRIBUTOR agrees to periodically furnish COMPANY, at no charge,
               with  additional  samples of each Localized COMPOANY Software and
               all  sales, marketing and advertising materials which COMPANY may
               deem  reasonably  necessary  in order to permit COMPANY to ensure
               that  the quality of the COMPANY  Software  has  been  maintained
               and that no deviation and/or  modification  of  COMPANY  approved
               Localized  COMPANY  Software has occurred. COMPANY shall have the
               right  to  withdraw its approval of samples if the quality of any
               Localized  COMPANY  Software  ceases  to  be  acceptable.

          (4)  Duly  authorized representatives of COMPANY shall have the right,
               at  any  and  all  reasonable times, to inspect all facilities or
               premises maintained by DISTRIBUTOR including, without limitation,
               the  plants,  factories,  or  other  manufacturing  or  producing
               facilities of DISTRIBUTOR or third parties at which the Localized
               COMPANY  Products  and/or  all components thereof and to take any
               other  action  which  in  the  opinion of COMPANY is necessary or
               proper  to  assure  COMPANY  that  the  nature and quality of the
               Localized  COMPANY  Products and/or all components thereof are in
               accordance  with  the  requirements  of  this  Agreement.

<PAGE>

          (5)  Complaints:  DISTRIBUTOR  will  diligently address all legitimate
               complaints brought  to  its  attention  regarding  the  Localized
               COMPANY  Products.   DISTRIBUTOR  will  advise  COMPANY  promptly
               of any category of  recurring  complaint  and  of  any  complaint
               which DISTRIBUTOR reasonably believes might result  in  legal  or
               administrative  action  against  DISTRIBUTOR  or  COMPANY.

          (6)  Cooperation:  In  an  effort to ensure that the Localized COMPANY
               Products  accurately  depict the quality and value of the COMPANY
               Software, the parties agree to consult together on the design and
               creation  of  the  Localized  COMPANY  Products.

     (u)  Good  Will  and  Protection:  DISTRIBUTOR  acknowledges  that:

          (1)  The  COMPANY  Software, including without limitation, the charac-
               ters,  character  names,  trademarks,  service  marks,  logos and
               images  associated with the said COMPANY Software, are unique and
               original  and  COMPANY  is  the  owner  thereof;

          (2)  As  the  result of the exhibition and exploitation of the COMPANY
               Software,  COMPANY  has  acquired a substantial and valuable good
               will  therein;

          (3)  The  names of the characters and their likenesses, as applicable,
               and  the  title of the COMPANY Software have acquired a secondary
               meaning  as  trademarks  uniquely  associated  with  merchandise
               authorized  by  COMPANY.

          (4)  All  rights  in  any  additional  material,  new versions, trans-
               lations, rearrangements or other changes in the Localized COMPANY
               Products  which  maybe created by or for DISTRIBUTOR shall be and
               will  remain  the  exclusive  COMPANY  Software  of  COMPANY from
               creation,  and;

          (5)  Any copyrights, trademarks and design patents heretofore obtained
               by  COMPANY or in connection with the characters and title of the
               COMPANY  Software  are  good  and  valid.

4.   INSPECTIONS:  RECORDS  AND  REPORTING.
     --------------------------------------

     (a)  Reports.  DISTRIBUTOR  shall  provide  to  COMPANY written reports for
          every   one-month  period,  or  when  requested  by  COMPANY,  showing
          DISTRIBUTOR's  shipments  of  Localized  COMPANY Products by units and
          local  currency  volume,  and any other information COMPANY reasonably
          requests.

     (b)  Notification. DISTRIBUTOR shall notify COMPANY in writing of any claim
          or  proceeding  involving  Localized COMPANY Products within seven (7)
          days after DISTRIBUTOR learns of such claim or proceeding. DISTRIBUTOR
          shall  also  immediately  report  to  COMPANY all claimed or suspected
          product  defects. DISTRIBUTOR shall also notify COMPANY in writing not
          more than seven (7) days after any change in the management or control
          of  DISTRIBUTOR  or  any transfer of a majority share of DISTRIBUTOR's
          voting  control  or  a  transfer  of  substantially  all  its  assets.

     (c)  Records.  DISTRIBUTOR shall maintain, for at least two (2) years after
          termination  of  this  Agreement,  its records, contracts and accounts
          relating  to  the  reproduction  and distribution of Localized COMPANY
          Products.  For the purpose of  verifying compliance by the DISTRIBUTOR
          with the provisions of this Agreement, DISTRIBUTOR agrees that COMPANY
          and  its  representatives shall be permitted full access to, and shall
          be  permitted  to  make  copies  of  or  abstracts from, the books and
          records  of  DISTRIBUTOR  relating to inventory levels, manufacturing,
          sales and distribution. COMPANY shall be permitted to audit such books
          and  records  at  reasonable  intervals.

<PAGE>

     (d)  Reports  from  Replicator/Duplicator.  DISTRIBUTOR shall contractually
          obligate any duplicator/replicator with which it contracts pursuant to
          Article  3(s)  above  to send detailed and accurate reports to COMPANY
          stating  the  following: number of units of Localized COMPANY Products
          duplicated  and  the  titles  of  such Localized COMPANY Products. The
          reports  shall be  submitted to COMPANY no later than the thirtieth of
          each  and  every  month  that  any  such duplication/replication takes
          place.  The  reports  shall  be submitted to: Vivendi Universal Games,
          6080  Center  Drive,  10th  Floor,  Los  Angeles,  CA  90045,  Attn:
          International  Sales  Auditing.

5.   OWNERSHIP  AND  PROPERTY  RIGHTS.  DISTRIBUTOR agrees that COMPANY owns all
     --------------------------------
     right, title and interest in the COMPANY Products and the Localized COMPANY
     Products  now  or  hereafter  subject  to  this  Agreement,  and  in all of
     COMPANY's patents, trademarks, trade names, character names and likenesses,
     inventions, copyrights, know-how, and trade secrets relating to the design,
     operation or maintenance of the COMPANY Software. The use by DISTRIBUTOR of
     any  of  these property rights is authorized only of the purposes and under
     the  terms herein set forth, and upon termination of this Agreement for any
     reason,  such  authorization  shall  cease.  As part of this Agreement, and
     without  additional  compensation, DISTRIBUTOR acknowledges and agrees that
     any  and  all  tangible  and  intangible property and work products, ideas,
     inventions,  discoveries and improvements, whether or not patentable, which
     are  conceived/developed/created/obtained  or  first reduced to practice by
     DISTRIBUTOR  for  COMPANY  in  connection  with the Localization of COMPANY
     Products  (collectively  referred  to  as  the  "Work Product"), including,
     without  limitation,  all  technical notes, schematics, software source and
     object  code,  prototypes, breadboards, computer models, artwork, sketches,
     designs,  drawings,  paintings,  illustrations, computer-generated artwork,
     animations,  video,  film,  artistic  materials,  photographs,  literature,
     methods,  processes,  voice  recordings,  vocal  performances,  narrations,
     spoken  word  recordings  and  unique character voices, shall be considered
     "works  made  for hire" and therefore all right, title and interest  there-
     in (including, without  limitation,  patents  and  copyrights)  shall  vest
     exclusively  in  COMPANY.  To  the extent that all or any part of such Work
     Product  does  not  qualify as a "work made for hire" under applicable law,
     DISTRIBUTOR  without further compensation therefore does hereby irrevocably
     assign, transfer and convey in perpetuity to COMPANY and its successors and
     assigns  the entire worldwide right, title, and interest in and to the Work
     Product  including, without limitation, all patent rights, copyrights, mask
     work rights, trade secret rights and other proprietary rights therein. Such
     assignment  includes  the  transfer  and  assignment  to  COMPANY  and  its
     successors  and  assigns  of any and all moral rights which DISTRIBUTOR may
     have  in  the  Work  Product. DISTRIBUTOR acknowledges and understands that
     moral  rights include the right of an author: to be know as the author of a
     work;  to  prevent  others  from being names as the author of the works; to
     prevent  others  from  falsely attributing to an author the authorship of a
     work  which  he/she  has not in fact created; to prevent others from making
     deforming  changes  in  an author's work; to withdraw a published work from
     distribution  if  t  no  longer  represents the views of the author; and to
     prevent others from using the work or the author's name in such a way as to
     reflect  on  her/her  professional  standing.

6.   ADVANCES,  ROYALITES  AND  PAYMENT.
     ----------------------------------

     (a)  Advances and Royalty Amounts. DISTRIBUTOR agrees to pay to COMPANY the
          non-refundable, but recoupable advances and royalty payments set forth
          in  Exhibit A. Royalties payable to COMPANY pursuant to this Agreement
          shall  be  based  on  the  number  of  units  of the Localized COMPANY
          Products  distributed  by  DISTRIBUTOR   and  shall  only  be  subject
          to a deduction for  Localized  COMPANY  Products  previously  sold  by
          DISTRIBUTOR  which  are  returned to DISTRIBUTOR by its customers. The
          royalty  rate for  new software developed by COMPANY and added to this
          Agreement  shall  be  determined  by COMPANY as COMPANY makes such new
          software  available  to  DISTRIBUTOR.

     (b)  Royalty  Payments.

          (1)  Payments  by  check  shall  be  sent  to  the  following address:

               Vivendi Universal Games, Inc.
               P.O. Box 846328
               Dallas, TX  75284-6328

<PAGE>

               Payments by wire transfer shall be made to the following account:

               Bank of America
               1850 Gateway Blvd.
               Concord, CA  94520
               ABA No. 121-000-358
               Account No. 12333-32277
               SWIFT No. BOFA-US 6S
               Beneficiary:  Vivendi Universal Games, Inc.

          (2)  DISTRIBUTOR  shall arrange payment of all royalties so as to make
               the  funds  available for use by COMPANY in the United States not
               later  than  the  payment  date  specified  above.

          (3)  Payment of all royalties and of any other payments required to be
               made  to  COMPANY  pursuant  to  this  Agreement shall be made to
               COMPANY  at its offices in California, U.S.A., or at such banking
               institution  as  COMPANY  may  direct from time to time, in legal
               tender  of  the  Unites  States  of  America.

          (4)  All  advances,  royalties  or  other  payments  made  to  COMPANY
               hereunder  shall  be  made  without  deduction  from  any  local,
               state, federal or foreign taxes or duties.  DISTRIBUTOR shall  be
               responsible  for  the  payment  of  any  and all taxes, licenses,
               duties  and fees of DISTRIBUTOR or COMPANY in connection with the
               marketing, distribution, sale, possession,  use  or  sublicensing
               of the Localized  COMPANY  Products  (inclusive  of  value  added
               taxes, but  exclusive  of taxes based on COMPANY's  net  income).
               DISTRIBUTOR  hereby  agrees  to pay and to indemnify COMPANY from
               all  such  duties,  taxes and fees as may be imposed upon COMPANY
               with  respect  to  the marketing, distribution, sale, possession,
               use or sublicensing of the Localized  COMPANY  Products  pursuant
               to this Agreement.  In the  event  DISTRIBUTOR  is  precluded  by
               applicable  law  from  making  payments  free of deductions, then
               DISTRIBUTOR  shall  pay  to  COMPANY  such  additional amounts as
               necessary  so that the actual amount received by COMPANY shall be
               the  same  as  though  no  such  deduction  had  been  made.

     (c)  Audit  Rights.  DISTRIBUTOR  shall maintain accurate books and records
          pertaining to  the  reproduction and distribution of Localized COMPANY
          Products.  COMPANY's  designated auditors shall have the right twice a
          year  during  ordinary  business  hours and upon reasonable notice, to
          gain  access  to  DISTRIBUTOR's accounts and records. This examination
          shall  be  at  COMPANY's  expense,  unless the examination reflects an
          underpayment  of  five  percent (5%) or more of the amount that should
          have  been  paid  for the period(s) audited, in which case DISTRIBUTOR
          shall  bear  the  expense  thereof.

7.   DISTRIBUTOR  DETERMINES  ITS  OWN  PER  COPY PRICES. DISTRIBUTOR is free to
     ---------------------------------------------------
     determine  unilaterally  its  own  pricing  of  the COMPANY Software to its
     Dealers. Although COMPANY may publish suggested wholesale, retail or Dealer
     prices,  these  are suggestions only and DISTRIBUTOR shall be entirely free
     to determine the actual prices at which Localized COMPAHY Products are sold
     to  its  Dealers.

8.   DISTRIBUTOR'S  WARRANTIES  AND  REPRESENTATIONS  REGARDING  TREATMENT  OF
     -------------------------------------------------------------------------
     DEALERS.  DISTRIBUTOR hereby warrants and represents to COMPANY as follows:
     -------

     (a)  Dealer  Pricing.  DISTRIBUTOR shall inform each Dealer that it is free
          to  determine  unilaterally  its own prices and that, although COMPANY
          may  publish  lists  showing  suggested  retail  prices  for Localized
          COMPANY  Products,  those  are  suggestions  only.

     (b)  Non-Discrimination  Among  Dealers.  In  working  with  its  Dealers,
          DISTRIBUTOR shall in all respects comply with all laws, regulations or
          statutes  which  regulate the resale of products to Dealers, including
          but  not  limited  to  those  which  govern  discriminatory  pricing.

<PAGE>

9.   TRADEMARKS,  TRADE  NAMES  AND  COPYRIGHTS.
     ------------------------------------------

     (a)  Trademark  Use  During  Agreement.  During the term of this Agreement,
          DISTRIBUTOR  is  authorized  by  COMPANY to use the trademarks COMPANY
          uses  for  COMPANY  Products  solely  in connection with DISTRIBUTOR's
          advertisement,  promotion  and  distribution  of  Localized  COMPANY
          Products.  DISTRIBUTOR  agrees  that  it  shall  cause  to be affixed,
          conspicuously and legibly on the Localized COMPANY Products sold by it
          pursuant  to  this  Agreement and on all advertising incorporating any
          part  of  the  COMPANY  Software,  appropriate copyright and trademark
          notices  in  the  name  of  the COMPANY. DISTRIBUTOR further agrees to
          prominently  feature  the logo of COMPANY on packaging and advertising
          of Localized COMPANY Products. DISTRIBUTOR agrees not to alter, erase,
          deface,  or  overprint  any such mark on anything provided by COMPANY.

     (b)  No  DISTRIBUTOR  Rights  in  Trademarks or Copyrights. DISTRIBUTOR has
          paid  no  consideration for  the  use  of COMPANY's trademarks, logos,
          character names and likenesses, copyrights, trade secrets, trade names
          or  designations,  and  nothing contained in this Agreement shall give
          DISTRIBUTOR any interest in any of them. DISTRIBUTOR acknowledges that
          COMPANY  owns  and  retains  all  proprietary  rights in all Localized
          COMPANY  Products,  and agrees that it shall not at any time during or
          after  this  Agreement  assert or claim any interest in or do anything
          that  may  adversely  affect  the  validity  or  enforceability of any
          trademark, trade name, trade secret, copyright or logo belonging to or
          licensed  to  COMPANY  (including,  without  limitation,  any  act, or
          assistance  to any act, which may infringe or lead to the infringement
          of  any  copyrights  in  the  Localized  COMPANY  Products).

     (c)  No Continuing Right. Upon expiration or termination of this Agreement,
          DISTRIBUTOR  shall  cease  advertising  and  use of all COMPANY names,
          marks,  logos  and  designations.

     (d)  Obligation to Protect. DISTRIBUTOR agrees to use reasonable efforts to
          protect  COMPANY's  proprietary rights and to cooperate with COMPANY's
          efforts  to  protect  its  proprietary  rights.

     (e)  Security.  In  the case where COMPANY provides DISTRIBUTOR with source
          code,  DISTRIBUTOR  covenants  and  agrees  as  follows:

          (1)  DISTRIBUTOR  shall  use  the  source  code  only  for  necessary
               Localization  purposes.

          (2)  DISTRIBUTOR  shall  restrict access to the  source  code to indi-
               viduals with  a need  to  know  and  who  are directly engaged in
               Localization  of  the  COMPANY  Software.

          (3)  DISTRIBUTOR  shall  store  and  modify  the source code on only a
               single  workstation.

          (4)  DISTRIBUTOR  shall  maintain  a  source-code  activity  log.

          (5)  DISTRIBUTOR  shall  provide  reasonable  safeguards for  the pro-
               tection  of  the source code from unauthorized access and damage.

          (6)  WITHIN  SIXTY  (60)  DAYS  AFTER  COMPLETION  OF  LOCALIZATION,
               DISTRIBUTOR SHALL RETURN ALL SOURCE CODE TO COMPANY AND SUBMIT TO
               COMPANY,  FOR  COMPANY'S  ARCHIVES, A FULL  COPY OF THE LOCALIZED
               COMPANY  PRODUCTS,  INCLUDING  ANY  LOCALIZED  SOURCE  CODE.

          (7)  DISTRIBUTOR  shall  not  alter  or  modify  any COMPANY Software,
               packaging  or  marketing  materials  or  any  portion  or  aspect
               thereof,  or use or refer to any COMPANY Software in the creation
               of  any derivative work, without COMPANY's prior written consent.

          (8)  DISTRIBUTOR shall preclude its agents, employees, and contractors
               from  engaging in any conduct inconsistent with the terms of this
               Paragraph  9(e)  by  means  of appropriate agreements and/or such
               other  security measures as may be necessary in order to preclude
               such  conduct. COMPANY reserves the right to review DISTRIBUTOR's
               agreement  and  security  measures  and to require DISTRIBUTOR to
               amend  agreements and take steps to bolster the security measures
               that  are  necessary  in  COMPANY's  sole  judgment.

<PAGE>
          (9)  DISTRIBUTOR  shall  not  at  any  time market any copy of COMPANY
               Product  which  has  not  been  pre-approved  by  COMPANY.

     (f)  Breach.  DISTRIBUTOR  understands  and agrees that COMPANY will suffer
          irreparable  harm  in  the event that DISTRIBUTOR fails to comply with
          any  of  its obligations pursuant to this Paragraph 9 and Paragraph 3,
          and  that  monetary  damages  in  such  event would be substantial and
          inadequate  to compensate COMPANY. Consequently, in such event COMPANY
          shall  be  entitled,  in  addition  to  such monetary relief as may be
          recoverable  by  law,  to such temporary, preliminary and/or permanent
          injunctive  relief  as  may be necessary to restrain any continuing or
          further  breach  by DISTRIBUTOR, without showing or proving any actual
          damages  sustained  by  COMPANY.

     (g)  Dealer  of  End-User  Breaches.  DISTRIBUTOR  shall promptly report to
          COMPANY  any  breach  of  the EULA of which DISTRIBUTOR becomes aware.
          COMPANY  shall  have  the right, but not the obligation, to pursue any
          and  all  such  infringements.

     (h)  Filing  and  Recording.  Upon  request,  DISTRIBUTOR  agrees to assist
          COMPANY  in  the  filing  and  recording  of  COMPANY's  trade  names,
          copyrights,  patents  and trademarks in the Territory, all costs to be
          paid  by  COMPANY.

10.  ASSIGNMENT.  The  rights  granted  to DISTRIBUTOR hereunder are personal in
     ----------
     nature  and DISTRIBUTOR agrees that this Agreement shall not be assignable,
     nor may DISTRIBUTOR delegate its duties hereunder without the prior written
     consent  of  COMPANY.  Any  attempted delegation  or assignment without the
     required  consent  shall  be  void  and  of  no  effect.

11.  DURATION  AND  TERMINATION  OF  AGREEMENT.
     -----------------------------------------

     (a)  Term.  Subject  to prior termination in accordance with the provisions
          contained  herein, the term of this Agreement shall commence as of the
          Effective  Date  and  expire  upon  the expiration of all Distribution
          Terms  for  Localized Product  distributed pursuant to this Agreement.

     (b)  Termination  for  Cause. This Agreement may be terminated forthwith as
          set  forth  below,  by  one party giving written notice thereof to the
          other  party,  in  accordance  with Paragraph 16(b) below, stating the
          effective  date  of  termination.

          (1)  By  COMPANY  if any proceeding in bankruptcy or in reorganization
               or  for  the  appointment  of  a receiver or trustee or any other
               proceeding  under  any  law  for  the  relief of debtors shall be
               instituted  by  or  against  DISTRIBUTOR, or if DISTRIBUTOR shall
               make  an  assignment  for  the  benefit  of  creditors;  or

          (2)  Subject  to Paragraph 3(q) and 13(a) herein, by either party upon
               a  material breach by the other party of any of the terms of this
               Agreement,  or  any  other agreement in force between the parties
               hereto,  which  breach  is not remedied by the breaching party to
               the  non-breaching party's responsible satisfaction within thirty
               (30)  days  of  the  breaching  party's receipt of notice of such
               breach  from the non-breaching party, in the event of a breach of
               Paragraph  6  hereunder,  and within forty-five (45) days for all
               other  breaches;

          (3)  By  COMPANY, if DISTRIBUTOR is merged, consolidated, sells all or
               substantially  all of its assets or implements or experiences any
               substantial  change  in  management  or  control (the transfer of
               twenty-five percent (25%) or more of a DISTRIBUTOR's common stock
               or  the  equivalent,  shall be considered a substantial change in
               control  hereunder);

          (4)  By  COMPANY,  if  DISTRIBUTOR  sells:

               i)   any  copies  of  the  COMPANY  Product;

               ii)  any  copies  of  the  Localized COMPANY Products outside the
                    Territory;  or

<PAGE>

               iii) any  copies  of the Localized COMPANY Products to any person
                    or  entity  which DISTRIBUTOR has reason to believe may sell
                    the  Localized  COMPANY  Products  outside  the  Territory;

          (5)  By COMPANY, if DISTRIBUTOR has not achieved one-half (1/2) of the
               Guaranteed  Unit  Sales  at the midpoint of the Guarantee Period;

          (6)  By  COMPANY,  if  DISTRIBUTOR  distributes  any Localized COMPANY
               Products or associated marketing material without first obtaining
               the  approval(s)  of  COMPANY  required  hereunder;  or

          (7)  By  COMPANY,  the  Distribution  Term may be terminated as to any
               COMPANY  Products  for  which DISTRIBUTOR has failed to produce a
               Localized COMPANY Product  acceptable to COMPANY within three (3)
               months  of DISTRIBUTOR's receipt of the Localization Kit for such
               COMPANY  Product;  in the case of such termination, COMPANY shall
               retain  any  advances  paid  in  respect of such COMPANY Product.

     (c)  Termination  at  Will.  COMPANY shall have the right to terminate this
          Agreement  for  no cause, at will, upon ninety (90) days prior written
          notice.

     (d)  Effect  of  Termination.  Upon  termination  of  this  Agreement:

          (1)  DISTRIBUTOR  shall  cease  using  any  COMPANY trademark, logo or
               trade  name.

          (2)  All  COMPANY  Software  masters,  Localization  materials, source
               code,  trademarks,  trade names, patents, samples, literature and
               sales  aids  of  every kind shall remain the property of COMPANY.
               Within  thirty (30) days after the termination of this Agreement,
               DISTRIBUTOR  shall  prepare  all such  items  in  its  possession
               for shipment,  as  COMPANY  may  direct,  at  COMPANY's  expense.
               DISTRIBUTOR  shall  not  make  or retain any copies of any confi-
               dential  or  proprietary items  or  information  which  may  have
               been entrusted to it.  Effective upon  the  termination  of  this
               Agreement,  DISTRIBUTOR shall cease to use all trademarks, logos,
               marks,  and  trade  names  of  COMPANY.

          (3)  DISTRIBUTOR shall provide COMPANY with a written report detailing
               all inventory of the Localized COMPANY Products in its possession
               at  the  effective  date  of termination within ten (10) business
               days.  COMPANY shall then have a  period  of  ten  (10)  business
               days to elect to  purchase  any  portion  of  said  inventory  at
               DISTRIBUTOR's  actual  cost  of  such  goods Subject to COMPANY's
               option  to  purchase  DISTRIBUTOR's  inventory,  and  unless this
               Agreement  has  been  terminated  for  breach on the part of DIS-
               TRIBUTOR,  DISTRIBUTOR  shall retain the right to  sell  off  its
               remaining inventory of Localized COMPANY Products for a period of
               three  (3) months following the expiration or termination of this
               Agreement, subject to DISTRIBUTOR's payment of royalties for such
               sales.  However, if this Agreement has been terminated for breach
               on  the  part  of DISTRIBUTOR, DISTRIBUTOR shall have no sell-off
               rights  whatsoever  and  any  remaining  inventory  of  Localized
               COMPANY Products shall become the  property  of  COMPANY  without
               any  payment  by  COMPANY  to  DISTRIBUTOR  and shall be promptly
               delivered to COMPANY at a destination designated  by  COMPANY  at
               DISTRIBUTOR's  expense.

          (4)  If  the  Agreement  was terminated pursuant to Paragraph 11(b)(5)
               hereinabove,  in addition to any other royalties due, DISTRIBUTOR
               shall  pay  COMPANY  the difference between one-half (1/2) of the
               royalties  which  would  have been payable on the Guaranteed Unit
               Sales  and  the  amount of royalties DISTRIBUTOR had paid COMPANY
               for  sales  up  to  the  midpoint  of  the  Guarantee  Period.

     (e)  Survival.  COMPANY's  rights  and  DISTRIBUTOR's  obligations  to  pay
          COMPANY all amounts due  hereunder,  as  well  as  DISTRIBUTOR's obli-
          gations pursuant to Paragraph 3(c),  3(d),  3(j)(4)  through  3(j)(8),
          4(c),  5,  6,  9,  11(d),  11(e)  and  12  through  16  shall  survive
          termination  or expiration of this Agreement or any determination that
          this  Agreement  or  any  portion  hereof or exhibit hereto is void or
          voidable.

<PAGE>

12.  RELATIONSHIP OF THE PARTIES. DISTRIBUTOR's relationship with COMPANY during
     ---------------------------
     the  term  of  this  Agreement  will  be that of an independent contractor.
     DISTRIBUTOR  will not have, and shall not represent that it has, any power,
     right  or  authority to bind COMPANY, or to assume or create any obligation
     or  responsibility express or implied, on behalf of COMPANY or in COMPANY's
     name, except as herein expressly provided. Nothing stated in this Agreement
     shall  be  construed  as making partners of DISTRIBUTOR and COMPANY, nor as
     creating  the relationships of employer/employee, franchisor/franchisee, or
     principal/agent  between  the  parties.  In  all  matters  relating to this
     Agreement,  neither  DISTRIBUTOR  nor its employees or agents are, or shall
     act  as,  employees  of  COMPANY  within  the  meaning  or  application  of
     any obligations or liabilities  to  COMPANY  by  reason  of  an  employment
     relationship.  DISTRIBUTOR shall reimburse COMPANY for and hold it harmless
     from any liabilities or obligations imposed or attempted to be imposed upon
     COMPANY  by virtue of any such law with respect to employees of DISTRIBUTOR
     in  performance  of  this  Agreement.

13.  INDEMNIFICATION.
     ---------------

     (a)  DISTRIBUTOR  shall defend,  indemnify  and  hold harmless COMPANY, its
          parent,  subsidiaries,  affiliated  companies  and  partners and their
          respective  officers, directors, employees and agents from and against
          any and all liabilities, damages, costs and fees (including reasonable
          attorney's  fees)  resulting from any claims or actions arising out of
          or  relating  to actual or alleged: (i) distribution by DISTRIBUTOR or
          its  Dealers of COMPANY Products or Documentation or Localized COMPANY
          Products  outside  the  Territory;  or  (ii)  breach  of  any  and all
          obligations  DISTRIBUTOR has undertaken to perform hereunder; or (iii)
          breach  of any representations and warranties or covenants DISTRIBUTOR
          has made hereunder; or (iv) infringement caused by any modification to
          the  COMPANY  Products  or Documentation not authorized by COMPANY; or
          (v)  any  third-party  claim  arising  from  DISTRIBUTOR's  use of any
          trademarks  or  copyrighted  material added to the COMPANY Products by
          DISTRIBUTOR.  Such  indemnification obligation of DISTRIBUTOR shall be
          conditioned  upon  COMPANY promptly notifying DISTRIBUTOR in a writing
          that  sets  forth  with  specificity the claim or action to which such
          indemnification  obligation  applies. DISTRIBUTOR shall have the right
          to  control  the  defense  of  each  such  claim  and  any  lawsuit or
          proceeding arising therefrom. In the event DISTRIBUTOR does not timely
          undertake  to  defend  COMPANY  from  a claim or suit described above,
          COMPANY  shall  have  the  right  to  undertake the defense itself and
          DISTRIBUTOR promises to repay all liabilities, damages, costs and fees
          (including  reasonable  attorney's  fees)  resulting from such defense
          regardless  of  the outcome. Except in the event that DISTRIBUTOR does
          not  undertake  the  defense of COMPANY as required hereunder, COMPANY
          shall  not  settle  any  such  claim  or lawsuit or proceeding arising
          therefrom  without  the  prior  written  approval  of  DISTRIBUTOR. In
          defending  against  such claim or action, DISTRIBUTOR may (i) contest;
          (ii)  settle; (iii) procure for COMPANY and its customers the right to
          continue  using the Localized COMPANY Products, as applicable; or (iv)
          modify  or  replace  the Localized COMPANY Products, as applicable, so
          that  they  no  longer  infringe.  DISTRIBUTOR  acknowledges  that the
          warranties and representations herein shall survive the termination of
          this  Agreement.

     (b)  No  Combination Claims. Notwithstanding Paragraph 14(a), COMPANY shall
          not  be liable to DISTRIBUTOR for any claim arising from or based upon
          the  combination,  operation  or  use  of  any  COMPANY  Product  with
          equipment, data or programming not supplied  by  COMPANY,  or  arising
          from any  alteration  or  modification  of  COMPANY  Products.

14.  DISCLAIMER OF WARRANTIES:  LIMITED LIABILITY.
     --------------------------------------------

     (a)  Disclaimer  of Warranties. DISTRIBUTOR ACKNOLWEDGES THAT NO WARRANTIES
          WITH  REGARD  TO  THE  COMPANY SOFTWARE, WHETHER OF MERCHANTABILITY OR
          FITNESS  FOR  A  PARTICULAR  PURPOSE OR OTHERWISE, ARE CREATED BY THIS
          AGREEMENT  AND  COMPANY  HEREBY  DISCLAIMS  AND  EXCLUDES  ALL IMPLIED
          WARRANTIES  OR  MERCHANTABILITY  OR  FITNESS FOR A PARTICULAR PURPOSE.
          COMPANY  FURTHER  DISCLAIMS  ALL  WARRANTIES  WITH REGARD TO YEAR 2000
          COMPLIANCE  OF  THE  COMPANY  SOFTWARE. SPECIFICALLY, COMPANY MAKES NO
          WARRANTIES  THAT  THE  PERFORMANCE  OR  FUNCTIONALITY  OF  THE COMPANY
          SOFTWARE  WILL  NOT BE AFFECTED BY DATES PRIOR TO, DURING OR AFTER THE
          YEAR  2000,  OR THAT THE COMPANY SOFTWARE WILL BE CAPABLE OF CORRECTLY
          PROCESSING,  PROVIDING,  AND/OR  RECEIVING DATE INFORMATION WITHIN AND
          BETWEEN  CENTURIES,  INCLUDING THE PROPER EXCHANGE OF DATE INFORMATION
          BETWEEN  PRODUCTS  OR  APPLICATIONS.

<PAGE>

     (b)  Limitation  of  Liability.  UNDER  NO  CIRCUMSTANCES  SHALL COMPANY BE
          LIABLE  TO  DISTRIBUTOR  ON  ACCOUNT  OF ANY CLAIM (WHETHER BASED UPON
          PRINCIPLES  OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF
          ANY  STATUTORY  DUTY,  PRINCIPLES  OF  INDEMNITY,  THE  FAILURE OF ANY
          LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE) FOR ANY
          SPECIAL,  CONSEQUENTIAL INCIDENTAL OR EXEMPLARY DAMAGES, INCLUDING BUT
          NOT  LIMITED  TO  LOST  PROFITS,  OR  FOR  ANY DAMAGES OR SUMS PAID BY
          DISTRIBUTOR  TO THIRD PARTIES, EVEN IF COMPANY HAS BEEN ADVISED OF THE
          POSSIBILITY  OF SUCH DAMAGES. DISTRIBUTOR acknowledges and agrees that
          (1) DISTRIBUTOR has no expectation and has received no assurances that
          its business relationship with COMPANY will continue beyond the stated
          term  of  this  Agreement or its earlier termination, and that COMPANY
          has  not  made  any  promises with respect to DISTRIBUTOR's ability to
          recoup  any  investment  by  DISTRIBUTOR in the promotion of Localized
          COMPANY  Products  by  virtue  of  this Agreement; and (2) DISTRIBUTOR
          shall not have or acquire by virtue of this Agreement or otherwise any
          vested,  proprietary  or  other  right  in  the promotion of Localized
          COMPANY  Products or in any goodwill created by its efforts hereunder.

15.  CONFIDENTIALITY.  In  the  course of this Agreement, it is anticipated that
     ---------------
     DISTRIBUTOR  will  learn  confidential  or  proprietary  information  about
     COMPANY. DISTRIBUTOR shall keep confidential this information and any other
     information  which  DISTRIBUTOR  may  acquire  with  respect  to  COMPANY's
     business, including, but not limited to, information developed and relating
     to  new  products,  customers, pricing, know-how, processes, and practices,
     unless  and  until COMPANY consents to disclosure, or unless such knowledge
     and information otherwise becomes generally available to the public through
     no  fault of DISTRIBUTOR. DISTRIBUTOR shall not disclose to others, without
     COMPANY's consent, the subject of this relationship without first providing
     COMPANY  with  the  opportunity to review and  offer  reasonable  objection
     to the contemplated  publication.  This  undertaking  to  keep  information
     confidential  shall  survive  the  termination  of  this  Agreement.  It is
     understood,  however  that the restrictions listed above shall not apply to
     any portion  of confidential information which; (i) was previously known to
     DISTRIBUTOR  without obligations of confidentiality; (ii) is obtained after
     the  Effective  Date of this Agreement from a third party which is lawfully
     in  possession  of such information and not in violation of any contractual
     or  legal  obligation to COMPANY with respect to such information; (iii) is
     or  becomes part of the public domain  through  no  fault  of  DISTRIBUTOR;
     (iv) is independently ascertainable or  developed  by  DISTRIBUTOR  or  its
     employees;  (v)  is  required to be disclosed by administrative or judicial
     action provided that DISTRIBUTOR immediately after receiving notice of such
     action  notifies  COMPANY of such action to give COMPANY the opportunity to
     seek  any other legal remedies to maintain such confidential information in
     confidence;  or  (vi)  is  approved for release by written authorization of
     COMPANY.  DISTRIBUTOR  shall  require  each  of  its  employees  performing
     services  relating  to  the Work to execute a Confidentiality Agreement, if
     requested by  COMPANY.  At  the  termination of this Agreement, DISTRIBUTOR
     shall  return  to  COMPANY  all drawings, specifications, manuals and other
     printed  or  reproduced  material  (including information stored on machine
     readable  media)  provided  by  COMPANY.

16.  GENERAL.
     -------

     (a)  Waiver  and  Modification.  No waiver or modification of the Agreement
          shall  be  effective unless in writing and signed by the party against
          whom  such  waiver or modification is asserted. Waiver by either party
          in  any  instance  of  any  breach  of  any  term or condition of this
          Agreement  shall not be construed as a waiver of any subsequent breach
          of  the same or any other terms or condition hereof. None of the terms
          or conditions of this Agreement shall be deemed to have been waived by
          course  of  dealing  or  trade  usage.

<PAGE>

     (b)  Notices.  All  notices  and  demands hereunder shall be in writing and
          shall  be served by personal delivery, express courier, or mail at the
          address of the receiving party set forth in this Agreement (or at such
          different address as may be designated by such party by written notice
          to  the  other  party), and shall be deemed complete upon receipt. All
          notices  or  demands  by  mail  shall  be  by  certified or registered
          airmail, return receipt requested. If receipt of such notice or demand
          is  refused or a party has changed its address without information the
          other, the notice shall be deemed to have been given and received upon
          the  seventh  (7th)  day  following  the  date  upon which it is first
          postmarked  by  the  postal  service  of  the  sender's  nation.

     (c)  Attorney's  Fees.  In  the  event  any litigation is brought by either
          party  in connection with this Agreement, the prevailing party in such
          litigation  shall  be entitled to recover from the other party all the
          costs,  attorneys' fees and other expenses incurred by such prevailing
          party  in  the  litigation.

     (d)  Complete  Execution.  This Agreement shall become effective only after
          it  has  been  executed  by  DISTRIBUTOR  and  COMPANY.

     (e)  Choice  of  Law, Jurisdiction. This Agreement shall be governed by and
          construed in accordance with the laws of the State of California, USA.
          THE  APPLICATION OF THE UNITED NATIONS CONVENTION OF CONTRACTS FOR THE
          INTERNATIONAL  SALE  OF GOODS IS EXPRESSLY EXCLUDED. The parties agree
          that  any  claim asserted in any legal proceeding by one party against
          the  other  shall  be commenced and maintained in any state or federal
          court  located  within the County of Los Angeles, State of California,
          U.S.A., having subject-matter jurisdiction with respect to the dispute
          between the parties. Both parties hereby submit to the jurisdiction of
          such  courts  over  each  of  them  personally in connection with such
          litigation,  and  waive  any objection to venue in such courts and any
          claim  that  such forum is an inconvenient forum. The English-language
          version  of  this Agreement controls when interpreting this Agreement.

     (f)  Severability.  In the event that any provision of this Agreement shall
          be  held  by a court or other tribunal of competent jurisdiction to be
          unenforceable,  such provision shall be enforced to the maximum extent
          permissible  and the remaining portions of this Agreement shall remain
          in  full  force and effect. In the event the infirmed provision causes
          the  contract  to  fail  of  its  essential  purpose,  then the entire
          Agreement  shall  fail  and  become  void.

     (g)  Force  Majeure.  COMPANY  shall  not be responsible for any failure to
          perform  due  to  unforeseen  circumstances  or cause beyond COMPANY's
          control,  including  but  not  limited  to  acts  of  God,  war, riot,
          embargoes;  acts  of  civil  or  military  authorities,  fire, floods,
          accidents,  strikes,  or shortages of transportation facilities, fuel,
          energy,  labor  or  materials.

     (h)  Entire Agreement. This Agreement, including all Schedules and Exhibits
          hereto,  constitutes  and  contains  the  entire agreement between the
          parties  with  respect to the subject matter hereof and supersedes any
          prior  oral  or  written  agreement. Nothing herein contained shall be
          binding  upon  the  parties  until this Agreement has been executed by
          each  party  and  an  executed copy has been delivered to the parties.
          This  Agreement  may not be changed, modified, amended or supplemented
          except  in  a writing signed by all parties to this Agreement. Each of
          the  parties  acknowledges  and agrees that the other has not made any
          representations,  warranties  or agreements of any kind, except as may
          be  expressly  set  forth  herein.

<PAGE>

     (i)  Benefits of Agreement. The terms of this Agreement are intended solely
          for the benefit of the parties hereto. They are not intended to confer
          upon  any  third party the status of a third-party beneficiary. Except
          as  otherwise  provided  for by this Agreement, the terms hereto shall
          inure  to  the  benefit  of,  and  be  binding  upon,  the  respective
          successors  and  assign  of  the  parties  hereto.

IN WITNESS WHEREOF, the parties have entered into this Agreement.

VIVENDI UNIVERSAL GAMES, INC.                     STAR E MEDIA CORPORATION


/s/ Hubert Larenaudie                             /s/ E.G. Abbadessa
--------------------------------                  ------------------------------
Title:  VP & Asia Director                        Title:  President

Date:  12/11/02                                   Date:  12/11/02

<PAGE>

                                    EXHIBIT A
                                    ---------

1.  COMPANY PRODUCTS AND ROYALTY RATES:

     COMPANY PRODUCT                          ROYALTY RATE
     -------------------------------          ------------

     JUMPSTART ANIMAL ADVENTURE               US$4.00
     JUMPSTART ADVANCED 1ST GRADE             US$4.00
     JUMPSTART ADVANCED PRESCHOOL             US$4.00
     JUMPSTART ADVANCED KINDERGARTEN          US$4.00

     (All COMPANY Products listed in this Agreement are to be fully localized in
     Arabic  language.)

2.  ADVANCE PAYMENTS:

     DISTRIBUTOR agrees to pay COMPANY the sum of thirty two thousand US dollars
     (US$32,000.00)  for  each  COMPANY  Product  listed  in this agreement as a
     recoupable  advance  against  future  royalties  arising from DISTRIBUTOR's
     distribution  of  each  localized  COMPANY  Product,  payable  in three (3)
     installments  as  follows:

     a)   Six  thousand  four  hundred US dollars (US$6,400.00) for each COMPANY
          Product  upon  signature  of  this  Agreement.
     b)   Twelve  thousand  eight  hundred  US  dollars  (US$12,800.00) for each
          COMPANY  Product  upon DISTRIBUTOR's receipt of each localization kit.
     c)   Twelve  thousand  eight  hundred  US  dollars  (US$12,800.00) for each
          COMPANY  Product  upon  COMPANY  approval  of  the  localized  COMPANY
          Product.

4.  DISTRIBUTION TERM(S):

     Subject  to  early  termination in accordance with the provisions contained
     herein,  the  Distribution  Term  shall begin on the Effective Date of this
     Agreement  and  continue  in full force for a period of twelve (12) months.
     The  Distribution  Term  will be from November 1, 2002 to October 31, 2003.

5.  GUARANTEE AND GUARANTEE PERIOD:

     DISTRIBUTOR  guarantees  sales of no less than eight thousand (8,000) units
     of  each  COMPANY  Product  listed  in  this  Agreement.

6.  PAYMENT TERMS:

     Concurrent  or  prior  with  COMPANY's  receipt  of  a  Media  Replication
     Authorization  Request  Form,  attached  hereto  as  Exhibit D, DISTRIBUTOR
     agrees  to  pay  COMPANY for the total amount of the applicable request for
     replication.

7.  TERRITORY:

     United  Arab  Emirates, Saudi Arabia, Oman, Bahrain, Qatar, Kuwait, Jordan,
     Palestine,  Egypt,  Lebanon.

<PAGE>

                                    EXHIBIT B
                                    ---------

                        PROFESSIONAL SERVICES AGREEMENT

<PAGE>

                                    EXHIBIT C
                                    ---------

                                APPROVAL REQUEST

<PAGE>

                                    EXHIBIT D
                                    ---------