<PAGE>

                                                                   EXHIBIT 10.11

ALL SECTIONS MARKED WITH ASTERISKS REFLECT PORTIONS WHICH HAVE BEEN REDACTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION BY THQ INC. AS PART
OF A REQUEST FOR CONFIDENTIAL TREATMENT.


                  PLAYSTATION(R) LICENSED PUBLISHER AGREEMENT


   THIS AGREEMENT is entered into the 25th day of June 1998 by and between

                       SONY COMPUTER ENTERTAINMENT EUROPE
             (a Division of SONY COMPUTER ENTERTAINMENT UK LIMITED)
                       of 25 Golden Square, London W1R 6LU
                       (hereinafter referred to as "SCEE")

                                     - and -

                           THQ INTERNATIONAL LIMITED
              of Dukes Court, Duke Street, Woking, Surrey GU21 5BH
                    (hereinafter referred to as "Publisher")
                         PUBLISHER AUTHORISATION #: 138

WHEREAS

(A)     SCEE, Sony Corporation, and/or certain of their affiliates and companies
        within the group of companies of which any of them form part
        (hereinafter jointly and severally referred to as "Sony") have developed
        a CD-based interactive console for playing video games and for other
        entertainment purposes (hereinafter referred to as "the PlayStation",
        which is a registered trademark of Sony Computer Entertainment Inc.) and
        are the owners of, or have the right to grant licences of, certain
        proprietary information and intellectual property rights pertaining to
        the PlayStation.

(B)     Publisher desires to be granted a non-exclusive licence to market,
        distribute and sell Licensed Products (as defined below), and for such
        Licensed Products and associated materials to be manufactured by an
        authorised manufacturing facility licensed by SCEE, on the terms and
        subject to the conditions set forth in this Agreement.

(C)     SCEE is willing, on the terms and subject to the conditions of this
        Agreement, to grant Publisher the desired non-exclusive licence.

NOW THEREFORE, in consideration of the undertakings, representations and
warranties given herein, and of other good and valuable consideration the
receipt and sufficiency of which is acknowledged, PUBLISHER AND SCEE HEREBY
AGREE AS FOLLOWS:

1.      DEFINITIONS

1.1     "Licensed Products" means PlayStation Software product(s) in the form of
        proprietary black PlayStation interactive software discs (hereinafter
        referred to as "PlayStation Discs").

1.2     "Licensed Territory" means the countries specified in Schedule 1.

1.3     "Sony Intellectual Property Rights" means all current and future patents
        worldwide, pending patent applications and other patent rights (under
        licence or otherwise), copyrights, trademarks, service marks, trade
        names, semi-conductor topography rights, trade secret rights, technical
        information and know-how (and the equivalents of each of the foregoing
        under the laws of any jurisdiction) of Sony pertaining to Sony Materials
        and/or the PlayStation, and all other proprietary or intellectual
        property rights worldwide (including, without limitation, all
        applications and registrations with respect thereto) of Sony pertaining
        to Sony Materials and/or the PlayStation, and all renewals and
        extensions thereof.

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1.4     "PlayStation Software" means Publisher's object code software, which
        includes Licensed Developer Software and any software (whether in object
        code or source code form) which is provided by SCEE and intended to be
        combined with Licensed Developer Software for execution on the
        PlayStation and has the ability to communicate with the software
        resident in the PlayStation.

1.5     "Term" means the period from the date hereof until 31 December 2005 and
        continuing thereafter unless and until terminated by not less than 1
        (one) month's notice on either side given to expire on such date or any
        subsequent 31 December.

1.6     "Affiliate of SCEE" means, as applicable, either Sony Computer
        Entertainment Inc in Japan, Sony Computer Entertainment America (a
        division of Sony Interactive Entertainment Inc) in the USA or such other
        Sony Computer Entertainment entity as may be established by Sony from
        time to time.

1.7     "LDA" means the PlayStation Licensed Developer Agreement between
        Licensed Developer of the applicable PlayStation Software and SCEE (or
        an equivalent such agreement between Licensed Developer and an Affiliate
        of SCEE).

1.8     "Licensed Trademarks" means the "PlayStation" trademark and logo and all
        other trademarks, service marks and logos designated by Sony. Nothing
        contained in this Agreement shall in any way grant Publisher the right
        to use the trademark "Sony" in any manner as (or as part of) a
        trademark, trade name, service mark or logo other than as expressly
        permitted by Sony. Sony may amend such Licensed Trademarks upon
        reasonable notice to Publisher.

1.9     "Licensed Developer" means Publisher or such other third party as shall
        have developed Licensed Developer Software and PlayStation Software
        pursuant to a then current LDA.

1.10    "Sony Materials" means any hardware, data, object code, source code,
        documentation (or any part(s) of any of the foregoing) provided to the
        Licensed Developer of any PlayStation Software pursuant to the LDA
        applicable for such PlayStation Software.

1.11    "Licensed Developer Software" means Licensed Developer's application
        source code and data (including audio and visual material) developed by
        Licensed Developer in accordance with its LDA which, when integrated
        with any software (whether in object code or source code form) provided
        by SCEE, creates PlayStation Software.

1.12    "Printed Materials" means all artwork and mechanicals to be set forth on
        the Licensed Product itself, and on the jewel case (or other container)
        and, if applicable, the box (or other) packaging for the Licensed
        Product and all instruction manuals, liners and other user information
        and/or materials to be inserted in such jewel case and/or packaging.

1.13    "Advertising Materials" means all advertising, merchandising,
        promotional and display materials of or concerning the Licensed
        Products.

1.14    "Manufactured Materials" means all units of the Licensed Products, of
        the Printed Materials to be set forth on the Licensed Products
        themselves and of the jewel cases for such Licensed Products (which
        expression shall include any alternative form of container for Licensed
        Products subsequently introduced by SCEE).

1.15    "Specifications" means such technical specifications relating to the
        manufacture of Licensed Products, Printed Materials and/or related
        matters or materials as may be issued by Sony, which specifications
        (and/or the procedures relating to approvals and/or to the ordering and
        manufacture of Licensed Products and associated materials) may be
        amended from time to time upon reasonable notice to Publisher.

1.16    "NDA" means the Non-Disclosure Agreement between Publisher and SCEE or
        an Affiliate of SCEE relating to the PlayStation and to Sony's
        Confidential Information thereunder.

1.17    "Confidential Information of Sony" means the content of this Agreement
        (including the Schedules hereto and the Specifications) and any and all
        confidential and/or proprietary information and related materials of
        whatever nature comprised in Sony Materials or otherwise disclosed by
        whatever means (whether direct or indirect) by or on behalf of Sony to
        Publisher at any time

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      (whether disclosed orally, in writing or in machine-readable or other
      form), or otherwise discovered by Publisher as a result of any information
      or materials provided (whether direct or indirect) by or on behalf of Sony
      to Publisher, concerning Sony's technology, know-how, products and
      potential products, services, business models and finances, marketing and
      technical plans and other business information, but excluding any such
      information and/or related materials expressly intended for use by and
      released by Sony to end users or the general public.

1.18    "Confidential Information of Publisher" means the content of this
        Agreement (including the Schedules hereto) and any and all confidential
        and/or proprietary information and related materials of whatever nature
        comprised in Licensed Developer Software and disclosed by whatever means
        (whether direct or indirect) by or on behalf of Publisher to SCEE at any
        time (whether disclosed orally, in writing or in machine-readable or
        other form), or otherwise discovered by SCEE as a result of any
        information or materials provided (whether direct or indirect) by or on
        behalf of Publisher to SCEE, which information is designated by
        Publisher as, or becomes known to SCEE under circumstances indicating
        that such information is, confidential or proprietary.

1.19    "Third Party Intellectual Property Rights" means all current and future
        patents worldwide, pending patent applications and other patent rights
        (under licence or otherwise), copyrights, trademarks, service marks,
        trade names, semi-conductor topography rights, trade secret rights,
        technical information and know-how (and the equivalents of each of the
        foregoing under the laws of any jurisdiction) of any third party other
        than Publisher or Sony and all other proprietary or intellectual
        property rights worldwide (including, without limitation, all
        applications and registrations with respect thereto), and all renewals
        and extensions thereof.

2.      GRANT OF LICENCE

SCEE hereby grants to Publisher, and Publisher hereby accepts, within the
Licensed Territory only and under the Sony Intellectual Property Rights, a
non-exclusive non-transferable licence, without the right to sub-license (except
as specifically provided herein), to publish PlayStation Software the
development of which shall have been approved prior to or during the Term hereof
by SCEE (or by an Affiliate of SCEE) pursuant to the applicable LDA, and to use
the Licensed Trademarks strictly, only and directly in connection with such
publication. For these purposes, to "publish" shall mean any or all of the
following: (i) produce Advertising Materials and Printed Materials; (ii) to
issue to SCEE purchase orders for Manufactured Materials as prescribed in Clause
6; (iii) to market, distribute and sell Licensed Products (and to authorise
others so to do); and (iv) to sub-license to end users the right to use Licensed
Products for non-commercial purposes only and not for public performance.

3.      LIMITATIONS

3.1     Publisher shall publish PlayStation Software only if developed by a
        Licensed Developer strictly in accordance with all the terms and
        conditions of such Licensed Developer's LDA and shall not publish or
        attempt to publish any other software whatsoever intended for or capable
        of execution on the PlayStation. The onus of evidencing that PlayStation
        Software satisfies the foregoing criteria shall rest on Publisher and
        SCEE reserves the right to require Publisher to furnish evidence
        satisfactory to SCEE that the foregoing criteria are satisfied.

3.2     Publisher shall not publish outside the Licensed Territory PlayStation
        Software unless and until Publisher shall be authorised and licensed so
        to do pursuant to a current licence agreement with the applicable
        Affiliate of SCEE. Further, Publisher shall not sub-publish such
        PlayStation Software through a third party either within or outside the
        Licensed Territory unless and until such sub-publisher shall be
        authorised and licensed so to do either pursuant to a current
        PlayStation Licensed Publisher Agreement with SCEE or a current licence
        agreement with the applicable Affiliate of SCEE.

3.3     Publisher and, if applicable, its sub-publishers shall at all times and
        in all territories be strictly prohibited from undertaking or
        authorising any renting or lending of PlayStation Software except as
        specifically authorised in writing by SCEE in each case or from
        undertaking or authorising the


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        distribution or transmission of PlayStation Software or Licensed
        Products through any electronic or other media, whether now known or
        hereafter devised, including without limitation via wireless, cable,
        fibre optic, telephone lines, microwave and/or radio waves or a network
        of interconnected computers or other devices.

3.4     Publisher and, if applicable, its sub-publishers shall, to the extent
        permitted by law, at all times be strictly prohibited from disassembling
        or decompiling software, peeling semiconductor components or otherwise
        reverse engineering or attempting to reverse engineer or derive source
        code or create derivative works from PlayStation Software, from
        permitting or encouraging any third party so to do, and from acquiring
        or using any materials from any third party who does so. The foregoing
        notwithstanding, Publisher shall in all cases be primarily liable for
        the payment of Purchase Price to SCEE in accordance with Clause 7 hereof
        in respect of any product published by Publisher or, if applicable, any
        of its sub-publishers which utilises Sony Materials or which is in any
        way derived from the disassembly, decompilation or reverse engineering
        of, or the use of source code derived from or derivative works created
        from, PlayStation Software.

3.5     Publisher shall inform all such sub-publishers of the obligations
        imposed by this Agreement and shall obtain their commitment to abide by
        the same.

3.6     Any breach of the provisions of this Clause 3 shall be a material breach
        of this Agreement not capable of remedy.

4.      RESERVATIONS

4.1     This Agreement does not grant any right or licence, under any Sony
        Intellectual Property Rights or otherwise, except as expressly provided
        herein, and no other right or licence is to be implied by or inferred
        from any provision of this Agreement or the conduct of the parties
        hereunder. Subject only to the rights of Publisher under this Agreement,
        all right, title and interest in and to the Sony Materials and the Sony
        Intellectual Property Rights are and shall be the exclusive property of
        Sony, and Publisher shall not make use of, or do or cause to be done any
        act or thing contesting or in any way impairing or tending to impair any
        of Sony's right, title or interest in or to, any of the Sony Materials
        and/or the PlayStation or any Sony Intellectual Property Rights except
        as authorised by and in compliance with the provisions of this Agreement
        or as may otherwise expressly be authorised in writing by Sony. No
        right, licence 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. No promotional or novelty items or premium products
        (including, by way of illustration but without limitation, T-shirts,
        posters, stickers, etc) displaying or depicting any of the Licensed
        Trademarks shall be developed, manufactured, marketed, sold and/or
        distributed by, with the authority of or on behalf of, Publisher without
        the prior written consent and authorisation of SCEE in each case.

4.2     The Licensed Trademarks and the goodwill associated therewith are and
        shall be the exclusive property of Sony. Nothing herein shall give
        Publisher any right, title or interest in or to any of the Licensed
        Trademarks, other than the non-exclusive licence and privilege to
        display and use the Licensed Trademarks solely in accordance with the
        provisions of this Agreement. Publisher shall not do or cause to be done
        any act or thing contesting or in any way impairing or tending to impair
        any of Sony's right, title or interest in or to any of the Licensed
        Trademarks, nor shall Publisher register or apply to register any
        trademark in its own name or in the name of any other person or entity
        which is similar to or is likely to be confused with any of the Licensed
        Trademarks.

4.3     Publisher or Licensed Developer (as applicable) retains all right, title
        and interest in and to Licensed Developer Software, including Licensed
        Developer's intellectual property rights therein and any names or other
        designations used as titles therefor, and nothing in this Agreement
        shall be construed to restrict the right of Licensed Developer to
        develop and/or the right of Publisher to publish products incorporating
        Licensed Developer Software (separate and apart from Sony Materials),
        and/or under such names or other designations, for any hardware platform
        or service other than the PlayStation.


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4.4     Publisher shall, at the expense of SCEE, take all such steps as SCEE may
        reasonably require, including the execution of licences and
        registrations, to assist SCEE in maintaining the validity and
        enforceability of Sony Intellectual Property Rights.

4.5     Without prejudice to Clause 11, Publisher or SCEE (as applicable) shall
        promptly and fully notify the other in writing in the event that it
        discovers or otherwise becomes aware of any actual, threatened or
        suspected infringement of any of the intellectual property or trademark
        rights of the other embodied in any of the Licensed Products, and of any
        claim of infringement or alleged infringement by the other of any Third
        Party Intellectual Property Rights, and shall at the request and expense
        of the other do all such things as may reasonably be required to assist
        the other in taking or resisting any proceedings in relation to any such
        infringement or claim.

5.      QUALITY STANDARDS

5.1     Each Licensed Product, including without limitation the title and
        content thereof, and/or Publisher's use of any of the Licensed
        Trademarks, shall be required to achieve such standards of functionality
        and quality as to style, appearance and playability as shall be
        determined by Sony from time to time in its sole but reasonable
        discretion and shall not, except as specifically authorised in writing
        by SCEE in each case, incorporate (in whole or in part) more than 1
        (one) game product.

5.2     Publisher shall submit to SCEE for its inspection and evaluation the
        following materials relating to the PlayStation Software for each
        Licensed Product: (i) a completed PlayStation Disc Master Approval Form,
        in such form as shall be prescribed and supplied by SCEE; (ii) a minimum
        of [**] CDs containing finished game code and conforming to the
        Specifications; (iii) such other information and/or materials as shall
        be detailed in the Specifications. Unless all procedures required to
        ensure compliance with quality standards in respect of PlayStation
        Software intended to be published by Publisher shall have been completed
        by the Licensed Developer thereof as specified in such Licensed
        Developer's LDA, such procedures shall be completed by Publisher.

5.3     For each Licensed Product, Publisher shall be responsible, at
        Publisher's expense, for the origination of all Printed Materials and
        for the manufacture and delivery to an authorised manufacturing facility
        licensed by SCEE of all Printed Materials other than those to be set
        forth on the Licensed Product itself, all of which Printed Materials
        shall: (i) conform in all material respects with all standards and
        specifications of or relating to the PlayStation, PlayStation Software
        and/or Licensed Products as may from time to time be promulgated by SCEE
        and communicated to Publisher; (ii) include such other materials
        (including by way of illustration but not limitation, consumer health
        warnings in relation to epilepsy) and such consumer advisory rating
        code(s) as may from time to time be required by any governmental entity
        or in compliance with any voluntary code of practice operated by members
        of the interactive software development and publishing community. The
        standards and specifications referred to in (i) above shall be
        comparable with the standards and specifications applied by Sony with
        respect to its own PlayStation software products comparable with the
        Licensed Products. SCEE acknowledges and agrees that such standards and
        specifications shall be of prospective application only and shall not be
        applied to any inventory units of the Licensed Products manufactured
        prior to, or in the active process of manufacture at the date of, such
        promulgation. Simultaneous with the submission to SCEE of the materials
        specified in Clause 5.2, Publisher shall also submit to SCEE(i) a
        completed PlayStation Printed Materials Approval Form, in such form as
        shall be prescribed and supplied by SCEE, (ii) the proposed final
        Printed Materials for the applicable Licensed Product for review, and
        (iii) a printed copy of the text of a form of limited consumer warranty
        for such Licensed Product. Such delivery shall be by such electronic
        means and in such form as shall be prescribed by SCEE, or in the form of
        final film and colour proofs, in accordance with the Specifications and
        at Publisher's sole risk and expense. Publisher undertakes that the
        quality of such Printed Materials shall be of the same quality as that
        associated with high quality consumer products.

5.4     SCEE will promptly evaluate all materials submitted by Publisher
        pursuant to Clause 5.2 and review all materials submitted by Publisher
        pursuant to Clause 5.3. SCEE shall advise Publisher of

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

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        the results of such evaluation within 30 (thirty) days following receipt
        of materials submitted by Publisher as aforesaid. If any of such
        materials (or any element(s) thereof) are disapproved by reason either
        of defects or errors in program function or associated materials or of
        failure to achieve the standards of quality referred to in Clause 5.1,
        SCEE shall specify the reasons for such disapproval and state what
        revisions and/or improvements are required. After making the required
        revisions and/or improvements, Publisher may resubmit such materials in
        such revised and/or improved form for approval or disapproval by SCEE.
        The procedures described in this Clause 5.4 shall if necessary be
        repeated until all such materials for each Licensed Product shall
        expressly have been approved in writing by SCEE, which approval shall be
        evidenced solely by the return of the applicable of the Approval Forms
        referred to in Clauses 5.2 and 5.3 signed by SCEE's President (or such
        other Sony representative as shall from time to time be designated by
        SCEE). SCEE shall have no liability to Publisher in respect of costs
        incurred or irrevocably committed by Publisher in relation to, or to the
        use of, Printed Materials which shall be disapproved by SCEE. No
        production units of any Licensed Product shall be manufactured,
        marketed, distributed or sold by, with the authority of or on behalf of,
        Publisher unless and until such written approval of such Licensed
        Product shall first have been granted by SCEE. No approval by SCEE of
        any element of the materials so submitted or resubmitted shall be deemed
        an approval of any other element of such materials, nor shall any such
        approval be deemed to constitute a waiver of any of SCEE's rights under
        this Agreement.

5.5     Publisher shall not, without the prior written consent of SCEE in each
        case, change in any material respect any of the materials approved by
        SCEE pursuant to Clause 5.4 (or, if applicable, pursuant to Clause 5.7).
        If any of the Licensed Products and/or related materials published by,
        with the authority of or on behalf of, Publisher fail to conform with
        the standards and specifications theretofor promulgated by SCEE and the
        materials from time to time approved by SCEE, then the provisions of
        Clause 13.2 shall apply.

5.6     Publisher undertakes that the opening title screen of the PlayStation
        Software and of all inventory units of the Licensed Products
        manufactured therefrom shall contain the following items only: (i) the
        PlayStation logo in a form prescribed and supplied by SCEE from time to
        time; (ii) Publisher's name and the title of the PlayStation Software,
        together with Publisher's trademark and copyright notices; and (iii) the
        following legend "Licensed by Sony Computer Entertainment Europe", which
        shall appear beneath Publisher's name.

5.7     SCEE reserves the right to require that pre-production samples of all
        Advertising Materials shall be submitted by Publisher to SCEE, free of
        charge and in accordance with such procedure as SCEE shall designate,
        for SCEE's evaluation and approval as to quality, style, appearance,
        usage of any of the Licensed Trademarks, prior to any actual production,
        use or distribution of any such items by, with the authority or on
        behalf of, Publisher. No such proposed Advertising Materials shall be
        produced, used or distributed directly or indirectly by Publisher
        without first obtaining the written approval of SCEE. SCEE shall advise
        Publisher of the results of such evaluation within 30 (thirty) days
        following receipt of materials submitted by Publisher as aforesaid. If
        any Advertising Materials (or any element(s) thereof) are disapproved,
        SCEE shall specify the reasons for such disapproval and state what
        revisions and/or improvements are required. After making the required
        revisions and/or improvements, Publisher may resubmit such Advertising
        Materials in such revised and/or improved form for approval or
        disapproval by SCEE. The procedures described in this Clause 5.7 shall
        if necessary be repeated until all such Advertising Materials for each
        Licensed Product shall expressly have been approved in writing by SCEE,
        which approval shall be evidenced solely by the return to Publisher of a
        form of approval signed by SCEE's President (or such other Sony
        representative as shall from time to time be designated by SCEE). SCEE
        shall have no liability to Publisher in respect of costs incurred or
        irrevocably committed by Publisher in relation to, or to the use of,
        Advertising Materials which shall be disapproved by SCEE. Subject in
        each instance to the prior written approval of SCEE, Publisher may use
        such textual and/or pictorial advertising matter (if any) as may be
        created by, with the authority or on behalf of, Sony pertaining to the
        Sony Materials and/or to the Licensed Trademarks on such Advertising
        Materials as may, in



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'        Publisher's judgment, promote the sale of Licensed Products within the
        Licensed Territory. Sony shall have the right to use Licensed Products
        and/or other materials relating to Publisher's PlayStation Software
        titles in any advertising or promotion for the PlayStation at Sony's
        expense, subject to giving Publisher reasonable prior notice of such
        advertisement or promotion. Sony shall confer with Publisher regarding
        the text of any such advertisement. If required by Sony and/or any
        governmental entity or in compliance with any voluntary code of practice
        operated by members of the interactive software development and
        publishing community, Publisher shall, at Publisher's cost and expense,
        also include consumer advisory rating code(s) and, if required, other
        materials (including by way of illustration but not limitation, consumer
        health warnings in relation to epilepsy) on any and all Advertising
        Materials used in connection with Licensed Products. Such consumer
        advisory rating code(s) shall be procured in accordance with the
        provisions of Clause 5.8.

5.8     All Printed Materials for each unit of Licensed Product shall have
        conspicuously, legibly and irremovably affixed thereto the notices set
        forth in the template detailed in the Specifications. Publisher agrees
        that, if required by SCEE or any governmental entity, it shall submit
        each Licensed Product to a consumer advisory ratings system designated
        by SCEE 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)
        thereby procured shall be displayed on Licensed Products and associated
        Printed Materials in accordance with the standards and specifications
        referred to in Clause 5.3 above, at Publisher's cost and expense.

5.9     In the event Publisher fails to comply with its obligations in relation
        thereto as specified in Clauses 5.3 and 5.8, SCEE reserves the right in
        its sole discretion, at Publisher's sole cost and expense: (i) to
        display, or to require the display, on Licensed Products and/or
        associated Printed Materials and/or associated Advertising Materials (as
        may be required) materials (including by way of illustration but not
        limitation, consumer health warnings in relation to epilepsy) and/or to
        procure and to display, or to require the display of, consumer advisory
        rating code(s); or (ii) to require non-complying Licensed Products
        and/or associated Printed Materials and/or associated Advertising
        Materials forthwith to be withdrawn from the market.

6.      MANUFACTURE OF LICENSED PRODUCTS & ASSOCIATED MATERIALS

6.1     Publisher acknowledges and agrees that it shall purchase exclusively
        from SCEE, or from an authorised manufacturing facility licensed by
        SCEE, 100% (one hundred percent) of its requirements for Manufactured
        Materials. SCEE shall have the right, but no obligation, to subcontract
        the whole or any part or phase of the production of any or all of the
        Manufactured Materials or any part(s) thereof.

6.2     Following approval by SCEE of each Licensed Product pursuant to Clause
        5.2, SCEE shall create (from one of the CD copies of the finally
        approved version of the PlayStation Software as submitted by Publisher
        pursuant to Clause 5.2) the original master PlayStation Disc ("Master
        PlayStation Disc") from which all other copies of the Licensed Product
        are to be replicated in compliance with specifications effective at the
        time of replication. Publisher shall be responsible for the costs, as
        set forth in Schedule 2, of creating such Master PlayStation Disc.
        Publisher will retain duplicates of all such PlayStation Software. SCEE
        shall not be liable for loss of or damage to any copies of the
        PlayStation Software furnished to SCEE hereunder. There will be no
        technology exchange between Sony and Publisher under this Agreement. The
        mastering process being of a proprietary and commercially confidential
        nature, neither SCEE nor any manufacturing subcontractor of SCEE will
        under any circumstances release any Master PlayStation Discs or other
        in-process materials to Publisher. All such physical materials shall be
        and remain the sole property of Sony.

6.3     Publisher shall be solely responsible for the delivery, direct to an
        authorised manufacturing facility licensed by SCEE and in accordance
        with Clause 6.4, [**] of the number of units of the Printed Materials
        (other than those set forth on the applicable Licensed


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

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        Product itself) required to fulfill Publisher's purchase order for
        Manufactured Materials of each PlayStation Software title, which Printed
        Materials shall be in strict compliance with the Specifications. SCEE
        shall, at Publisher's request, give Publisher all reasonable assistance
        in arranging the manufacture of Printed Materials through SCEE's
        authorised manufacturing facility (if a Sony company), but SCEE shall
        have no responsibility with respect to pricing, delivery or any other
        related matter whatsoever in connection with such manufacture.

6.4     Subject to approval of the applicable PlayStation Software and Printed
        Materials pursuant to Clause 5, to the delivery to SCEE (or at SCEE's
        option to an authorised manufacturing facility licensed by SCEE) of the
        materials required to be delivered under Clause 6.2, and to the delivery
        to such a manufacturing facility of the materials to be delivered under
        Clause 6.3, as so-called "clean components - ready for production" or as
        finished units of Printed Materials (as the case may be), SCEE will, at
        Publisher's expense and as applicable, manufacture, assemble, package
        and deliver the Manufactured Materials and the Printed Materials in
        accordance with the terms and conditions set forth in this Clause 6. The
        delivery of the materials specified in Clause 6.2 shall not in any event
        be made less than [**] prior to Publisher's requested ex-factory
        delivery date; and the delivery of the materials specified in Clause 6.3
        shall not in any event be made less than [**] nor more than [**] nor
        more than [[**] in the case of reorders] prior to Publisher's requested
        ex-factory delivery date.

6.5     Not less than [**] [[**] in the case of reorders] prior to Publisher's
        requested ex-factory delivery date, Publisher shall issue to SCEE
        written purchase order(s) in such form as shall be prescribed and
        supplied by SCEE. No such order shall be issued unless and until all
        necessary approvals shall have been granted pursuant to Clause 5. Each
        such order shall reference this Agreement, give Publisher authorisation
        number and purchase order reference number, specify quantities by
        PlayStation Software title (in multiples of the minimum box shipment
        detailed in the Specifications), state requested ex-factory delivery
        date and all packaging information together with such other information
        as SCEE shall reasonably require and shall be for a minimum quantity of
        [**] units per PlayStation Software title. All purchase orders shall be
        subject to acceptance by SCEE, which acceptance (together with
        confirmation of anticipated ex-factory delivery date) will be advised to
        Publisher not more than [**] following delivery in accordance with
        Clause 6.4 of the materials required to be delivered under Clauses 6.2
        and 6.3. SCEE shall use all reasonable endeavours, subject to available
        manufacturing capacity, to fulfill Publisher's purchase orders by
        Publisher's requested ex-factory delivery date but does not in any event
        guarantee so to do. For purchase orders issued between 1 August and 30
        November each year, adding at least [**] to the minimum number of
        working days in advance specified above is strongly recommended by SCEE.
        Publisher may order additional units of the Manufactured Materials for
        any Licensed Product in the minimum reorder quantity of not less than
        [**] per order. Publisher shall have no right to cancel or reschedule
        any purchase order or reorder (or any portion thereof) for any Licensed
        Product unless the parties shall first have reached mutual agreement as
        to Publisher's financial liability with respect to any desired
        cancellation or rescheduling of any such purchase order or reorder (or
        any portion thereof).

6.6     Subject only to the provisions of Clause 6.5 in relation to Printed
        Materials, neither SCEE nor any manufacturing subcontractor of SCEE
        shall be under any obligation to store finished units of Manufactured
        Materials or of associated Printed Materials beyond the actual
        ex-factory delivery date thereof. Delivery of Manufactured Materials
        shall be made ex-factory the applicable authorised manufacturing
        facility licensed by SCEE in the Licensed Territory. All risk of loss or
        damage in transit to any and all Manufactured Materials manufactured by
        SCEE pursuant to Publisher's orders shall pass to Publisher [**].

6.7     Publisher may inspect and test any units of Manufactured Materials at
        Publisher's receiving destination. Any finished units of Manufactured
        Materials which fail to conform to the Specifications and/or any
        description(s) contained in this Agreement may be rejected by Publisher


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


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Sony Computer Entertainment Europe                                        Page 8
PlayStation Licensed Publisher(x)
                                  CONFIDENTIAL
<PAGE>

        by providing written notice of rejection to SCEE within 30 (thirty) days
        of receipt of such units of Manufactured Materials at Publisher's
        receiving destination. In such event, the provisions of Clause 10.2
        shall apply with respect to any such rejected units of Manufactured
        Materials. Notwithstanding the provisions of Clause 10.2, if Publisher
        fails to reject any units of Manufactured Materials in the manner and
        within the 30 (thirty) day period prescribed above, such units of
        Manufactured Materials shall irrevocably be deemed accepted by Publisher
        and shall not subsequently be rejected.

7.      PURCHASE PRICE

7.1     The all-in Purchase Price for finished units of Manufactured Materials
        in respect of which SCEE accepts Publisher's purchase order in
        accordance with Clause 6.5 shall be as specified in Schedule 2 (but
        subject to adjustment as therein provided). Such Purchase Price shall be
        subject to change by SCEE at any time upon reasonable notice to
        Publisher; provided, however, that such Purchase Price shall not be
        changed with respect to any units of Manufactured Materials which are
        the subject of an effective purchase order or reorder but which have not
        yet been delivered by SCEE. Such Purchase Price for finished units of
        Manufactured Materials is exclusive of any value-added or similar sales
        tax, customs and excise duties and other similar taxes or duties, which
        SCEE may be required to collect or pay as a consequence of the sale or
        delivery of finished units of Manufactured Materials. Publisher shall be
        solely responsible for the payment or reimbursement of any such taxes or
        duties, and other such charges or assessments applicable to the sale
        and/or purchase of finished units of Manufactured Materials.

7.2     No costs incurred in the development, manufacture, marketing, sale
        and/or distribution of Licensed Products and/or associated materials
        shall be deducted from any Purchase Price payable to SCEE hereunder.
        Similarly, there shall be no deduction from the Purchase Price otherwise
        payable to SCEE hereunder as a result of any uncollectable accounts owed
        to Publisher, or for any credits, discounts, allowances or returns which
        Publisher may credit or otherwise grant to any third party customer in
        respect of any units of Licensed Products and/or associated materials,
        or for any taxes, fees, assessments, or expenses of any kind which may
        be incurred by Publisher in connection with its sale and/or distribution
        of any units of Licensed Products and/or associated materials, and/or
        arising with respect to the payment of Purchase Price hereunder.
        Publisher shall furnish SCEE official tax receipts or other such
        documentary evidence issued by the applicable tax authorities sufficient
        to substantiate the fact of the deduction of any withholding taxes
        and/or other such assessments which may be imposed by any governmental
        authority with respect to such payments of Purchase Price hereunder and
        the amount of each such deduction.

7.3     Simultaneously with the issuing of each purchase order pursuant to
        Clause 6.5, Publisher shall open and deliver to SCEE at Publisher's
        expense an irrevocable and unconditional Letter of Credit drawn in
        favour of SCEE and payable "at sight" in an amount equal to [**] of the
        Purchase Price specified in Clause 7.1 for the finished units of
        Manufactured Materials the subject matter of such purchase order. Each
        such Letter of Credit shall be issued by a bank acceptable to SCEE and,
        if so requested by SCEE in writing, shall be confirmed at Publisher's
        expense. The selected bank and the terms and conditions of the agreement
        establishing each such Letter of Credit shall be subject to SCEE's prior
        written approval (not unreasonably to be withheld). All charges
        associated with each such Letter of Credit shall be borne solely by
        Publisher. Each delivery of Manufactured Materials to Publisher shall
        constitute a separate sale obligating Publisher to pay therefor, whether
        said delivery be whole or partial fulfilment of any order. When partial
        deliveries are made, payment shall become due upon SCEE's submission of
        the documentation required in the applicable Letter of Credit with
        respect to such partial delivery. No claim for credit due to shortage of
        Manufactured Materials as delivered to carrier will be allowed unless it
        is made within [**] from the date of receipt at Publisher's receiving
        destination. Title to Manufactured Materials the subject of each such
        purchase order shall pass to Publisher [**]. The receipt and deposit by
        SCEE of any payment of Purchase Price tendered by or on behalf of
        Publisher as aforesaid shall be without prejudice to any

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

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Sony Computer Entertainment Europe                                        Page 9
PlayStation Licensed Publisher(x)
                                  CONFIDENTIAL
<PAGE>


        rights or remedies of SCEE and shall not restrict or prevent SCEE from
        thereafter successfully challenging the basis for calculation and/or the
        accuracy of such payment. Alternatively, Publisher may pay Purchase
        Price by such other payment-with-order method (for example, bankers
        draft or telegraphic transfer to SCEE's designated bank account) as
        shall be acceptable to SCEE. SCEE reserves the right, upon reasonable
        notice to Publisher, to require that such payments of Purchase Price
        shall be made to such other Sony entity as SCEE may designate from time
        to time.

7.4     [**]

8.      MARKETING & DISTRIBUTION

Publisher shall, at no expense to SCEE, diligently market, distribute and sell
Licensed Products throughout (but only in) the Licensed Territory, and shall use
all reasonable efforts consistent with its best business judgment to stimulate
demand therefor in the Licensed Territory and to supply any resulting demand.
Publisher shall not market, distribute or sell Licensed Products outside the
Licensed Territory or to any person, firm, corporation or entity having its
place of business, or to any purchasing agency located, outside the Licensed
Territory. Publisher shall use all reasonable efforts consistent with its best
business judgment to protect Licensed Products from and against illegal
reproduction and/or copying by end users or by any other persons or entities.
Such methods of protection may include, without limitation, markings or insignia
providing identification of authenticity and packaging seals as may be specified
in the Specifications. SCEE shall be entitled, at SCEE's sole cost and expense,
to manufacture up to [**] additional units of Manufactured Materials (or, if
greater, a number of additional units equal to [**] of Publisher's initial
purchase order) for each PlayStation Software title (and to purchase from
Publisher, at a price equal to [**], a corresponding number of units of Printed
Materials for each such PlayStation Software title), for the purposes of or in
connection with the marketing and promotion of the PlayStation; provided however
that SCEE shall not directly or indirectly resell any such units of Manufactured
Materials (and, if applicable, of Printed Materials) within the Licensed
Territory without Publisher's prior written consent. Further, SCEE shall be
entitled to utilise Publisher's name and/or logo and the on-screen content of,
and/or the Printed Materials for, PlayStation Software titles (not to exclude
the likenesses of any recognisable talent) for the purposes of or in connection
with such marketing and promotion.

9.      CONFIDENTIALITY

9.1     All the terms and provisions of the NDA shall apply to Confidential
        Information of Sony.

9.2     SCEE shall hold all Confidential Information of Publisher in confidence
        and shall take all reasonable steps necessary to preserve such
        confidentiality. Except as may expressly be authorised by Publisher,
        SCEE shall not at any time, directly or indirectly: (i) disclose any
        Confidential Information of Publisher to any person other than a Sony
        employee who needs to know or have access to such information for the
        purposes of this Agreement, and only to the extent necessary for such
        purposes; (ii) except for the purposes of this Agreement, duplicate or
        use the Confidential Information of Publisher for any other purpose
        whatsoever; or (iii) remove any copyright notice, trademark notice
        and/or other proprietary legend set forth on or contained within any of
        the Confidential Information of Publisher.

9.3     The provisions of Clause 9.2 hereof shall not apply to any Confidential
        Information of Publisher which: (i) has become part of information in
        the public domain through no fault of SCEE; (ii) was known to SCEE prior
        to the disclosure thereof by Publisher; (iii) properly comes into the
        possession of SCEE from a third party which is not under any obligation
        to maintain the confidentiality of such information. SCEE may disclose
        Confidential Information of Publisher pursuant to a judicial or
        governmental order provided that SCEE promptly advises Publisher in
        writing prior to any such disclosure so that Publisher may seek other
        legal remedies to maintain the confidentiality of such Confidential
        Information of Publisher, and SCEE shall comply with any applicable
        protective order or equivalent.

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

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Sony Computer Entertainment Europe                                       Page 10
PlayStation Licensed Publisher(x)
                                  CONFIDENTIAL
<PAGE>

9.4     Unless and until a public announcement regarding this Agreement shall
        have been made by Sony (or SCEE shall otherwise have agreed in writing),
        the fact that the parties have entered into this Agreement shall be
        Confidential Information of Sony and shall be treated in all respects
        accordingly. The content of, and the timing and method of the making of,
        any such public announcement shall be determined by SCEE in its best
        business judgment. However, SCEE will give reasonable consideration to
        any notice from Publisher requesting that no such public announcement be
        made, at or prior to a particular time or at all.

10.     WARRANTIES

10.1    SCEE represents and warrants solely for the benefit of Publisher that
        SCEE has the right, power and authority to enter into, and fully to
        perform its obligations under, this Agreement.

10.2    [**]

10.3    Publisher represents, warrants, covenants and agrees that: (i) Publisher
        has the right, power and authority to enter into, and fully to perform
        its obligations under, this Agreement; (ii) the making of this Agreement
        by Publisher does not violate any separate agreement, rights or
        obligations existing between Publisher and any other person, firm,
        corporation or entity, and, throughout the Term, Publisher shall not
        make any separate agreement with any person or entity which is
        inconsistent with any of the provisions hereof; (iii) both Licensed
        Developer Software and PlayStation Software, and any name, designation
        or title used in conjunction therewith, shall be free from any valid
        third party claim of infringement of any Third Party Intellectual
        Property Rights; (iv) there is no litigation, proceeding or claim
        pending or threatened against Publisher or any subsidiary or affiliate
        of Publisher which may materially affect Publisher's rights in and to
        Licensed Developer Software, the names, designations or titles used in
        conjunction therewith, the works and performances embodied therein
        and/or the copyrights pertaining thereto; (v) Publisher shall have made
        or shall make any and all payments required to be made to any person,
        firm, corporation or other entity, or to any body or group representing
        authors or participants in the production of the works or performances
        embodied in Licensed Developer Software and PlayStation Software, or to
        publishers or other persons having legal or contractual rights of any
        kind to participate in any income arising in respect of the exploitation
        of such works or performances; (vi) neither Publisher nor any subsidiary
        or affiliate of Publisher shall make any representation or give any
        warranty to any person or entity


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


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Sony Computer Entertainment Europe                                       Page 11
PlayStation Licensed Publisher(x)
                                  CONFIDENTIAL
<PAGE>

        expressly or impliedly on Sony's behalf, or to the effect that Licensed
        Products are connected in any way with Sony (other than that Licensed
        Products have been developed, marketed, manufactured, sold and/or
        distributed under licence from Sony); (vii) PlayStation Software shall
        be distributed by Publisher solely in the form of Licensed Product;
        (viii) each Licensed Product shall be marketed, sold and distributed in
        an ethical manner and in accordance with all applicable laws and
        regulations; and (ix) Publisher's policies and practices with respect to
        the marketing, sale and/or distribution of Licensed Products shall in no
        manner reflect adversely upon the name, reputation or goodwill of Sony.

10.4    [**]

11.     INDEMNITIES

11.1    SCEE shall indemnify and hold Publisher harmless from and against any
        and all claims, losses, liabilities, damages, expenses and costs,
        including without limitation reasonable fees for lawyers, 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 warranties provided by SCEE
        herein; provided however that Publisher shall give prompt written notice
        to SCEE of the assertion of any such claim, and provided further that
        SCEE shall have the right to select counsel and control the defence
        and/or settlement thereof, subject to the right of Publisher to
        participate in any such action or proceeding at its own expense with
        counsel of its own choosing. SCEE 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 SCEE. Publisher shall provide SCEE, at no expense
        to Publisher, reasonable assistance and cooperation concerning any such
        matter. Publisher shall not agree to the compromise, settlement or
        abandonment of any such claim, action or proceeding without SCEE's prior
        written consent.

11.2    Publisher shall indemnify and hold SCEE harmless from and against any
        and all claims, losses, liabilities, damages, expenses and costs,
        including without limitation reasonable fees for lawyers, 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 warranties provided by
        Publisher herein or any breach of Publisher's confidentiality
        obligations as referred to in Clause 9.1 hereof, or (ii) any claim of
        infringement or alleged infringement of any Third Party Intellectual
        Property Rights with respect to Licensed Developer Software, or (iii)
        any claim of or in connection with any injury (including death) or
        property damage, by whomsoever such claim is made, arising (in whole or
        in part) out of the manufacture, sale and/or use of any of the
        Manufactured Materials unless resulting from the proven negligence of
        Sony; provided however that SCEE shall give prompt written notice to
        Publisher of the assertion of any such claim, and provided further that
        Publisher shall have the right to select counsel and control the defence
        and/or settlement thereof, subject to the right of SCEE to participate
        in any such action or proceeding at its own expense with counsel of its
        own choosing. Publisher shall have the exclusive right, at its
        discretion, to commence and/or prosecute at its own expense any lawsuit
        or to take such other action

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

--------------------------------------------------------------------------------
Sony Computer Entertainment Europe                                       Page 12
PlayStation Licensed Publisher(x)
                                  CONFIDENTIAL
<PAGE>

        with respect to such matter as shall be deemed appropriate by Publisher.
        SCEE shall provide Publisher, at no expense to SCEE, reasonable
        assistance and cooperation concerning any such matter. SCEE shall not
        agree to the compromise, settlement or abandonment of any such claim,
        action or proceeding without Publisher's prior written consent.

12.     LIMITATIONS OF LIABILITY

12.1    IN NO EVENT SHALL SONY OR ITS SUPPLIERS BE LIABLE FOR PROSPECTIVE
        PROFITS, OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF
        OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE
        BREACH OF THIS AGREEMENT BY SCEE), WHETHER UNDER THEORY OF CONTRACT,
        TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE.
        IN NO EVENT SHALL SONY'S LIABILITY ARISING UNDER OR IN CONNECTION WITH
        THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DIRECT
        DAMAGES, AND INCLUDING WITHOUT LIMITATION ANY LIABILITY UNDER CLAUSE
        11.1, EXCEED [**]. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO SONY ENTITY,
        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
        FUNCTIONALITY AND/OR PERFORMANCE OF LICENSED PRODUCTS.

12.2    IN NO EVENT SHALL PUBLISHER BE LIABLE TO SCEE FOR PROSPECTIVE PROFITS,
        OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
        CONNECTION WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE BREACH
        OF THIS AGREEMENT BY PUBLISHER), WHETHER UNDER THEORY OF CONTRACT, TORT
        (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE,
        PROVIDED THAT PUBLISHER EXPRESSLY AGREES THAT SUCH LIMITATIONS SHALL NOT
        APPLY TO DAMAGES RESULTING FROM PUBLISHER'S BREACH OF CLAUSES 2, 3, 4, 9
        OR 11.2 OF THIS AGREEMENT.

12.3    [**]

13.     TERMINATION BY SCEE

13.1    SCEE shall have the right forthwith to terminate this Agreement by
        written notice to Publisher at any time after the occurrence of any of
        the following events or circumstances: (i) any material breach of
        Publisher's obligations under this Agreement (or, if Publisher shall
        also have executed a PlayStation licensed publisher agreement with an
        Affiliate of SCEE, and/or a LDA, thereunder) which breach, if capable of
        remedy, shall not have been corrected or cured in full within 30
        (thirty) days following notice from SCEE (or the applicable Affiliate of
        SCEE as the case may be) specifying and requiring the correction or cure
        of such breach, or any repetition of a prior material breach of any such
        obligation, whether or not capable of remedy; (ii) any refusal or
        failure by Publisher to open a Letter of Credit or otherwise to effect
        payment of Purchase Price, promptly in accordance with Clauses 7.1 or
        7.3 or at all, or a statement that Publisher is or will be unable to
        pay, any sum(s) due hereunder, or Publisher being unable to pay its
        debts generally as the same fall due; (iii) Publisher's filing of an
        application for, or consenting to or directing the appointment of, or
        the

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

--------------------------------------------------------------------------------
Sony Computer Entertainment Europe                                       Page 13
PlayStation Licensed Publisher(x)
                                  CONFIDENTIAL
<PAGE>


        taking of possession by, a receiver, custodian, trustee or liquidator
        (or the equivalent of any of the foregoing under the laws of any
        jurisdiction) of any of Publisher's property (whether tangible or
        intangible and wherever located), assets and/or undertaking; (iv) the
        making by Publisher of a general assignment for the benefit of
        creditors; (v) an adjudication in any jurisdiction that Publisher is a
        bankrupt or insolvent; (vi) the commencing by Publisher of, or
        Publisher's intention to commence, a voluntary case under applicable
        bankruptcy laws of any jurisdiction; (vii) the filing by Publisher of,
        or Publisher's intention to file, a petition seeking to take advantage
        of any other law(s) of any jurisdiction providing for the relief of
        debtors; (viii) Publisher's acquiescence in, intention to acquiesce in,
        or failure to have dismissed within 90 (ninety) days, any petition filed
        against it in any involuntary case brought pursuant to the bankruptcy or
        other law(s) of any jurisdiction referred to in (vi) and (vii) above;
        (ix) a controlling partnership or equity interest [or any such interest
        (other than an acquisition of less than an aggregate of 5% (five
        percent) of the issued share capital of Publisher, as quoted on a
        recognised investments exchange), in the case of a transfer to any party
        which (a) shall previously have executed a NDA which shall have been
        breached by such party, or a LDA or PlayStation Licensed Publisher
        Agreement or an equivalent licensed publisher agreement with an
        Affiliate of SCEE which shall have been terminated for breach by such
        party, or (b) is, or which directly or indirectly holds or acquires a
        partnership or equity interest in, the developer of (or other owner of
        intellectual property rights in) any interactive hardware device or
        product which is or will be directly or indirectly competitive with the
        PlayStation, or (c) is in litigation with Sony concerning any
        proprietary technology, trade secrets and/or intellectual property
        matter(s)] in Publisher or in all or substantially all of Publisher's
        property (whether tangible or intangible), assets and/or undertaking,
        being acquired, directly or indirectly, by any person, firm, corporation
        or other entity; or (x) Publisher enters into any third party business
        relationship pursuant to which Publisher makes a material contribution
        to the development of the core components of any interactive hardware
        device or product which is or will be directly or indirectly competitive
        with the PlayStation, or if Publisher directly or indirectly holds or
        acquires a partnership or equity interest (other than a holding or
        acquisition of less than an aggregate of 5% (five percent) of the issued
        share capital, as quoted on a recognised investments exchange) in, or
        otherwise forms a strategic commercial relationship with, any third
        party firm, corporation or other entity which has developed or during
        the Term develops (or which owns or during the Term acquires ownership
        of intellectual property rights in) any such device or product; or (xi)
        [**]. As used in this Clause 13.1, "controlling interest" means (i) in
        relation to a body corporate, the power of the holder of such interest
        to secure - (a) by means of the holding of shares or the possession of
        voting power in, or in relation to, that or any other body corporate or
        (b) by virtue of any powers conferred by the Articles of Association or
        other document regulating that or any other body corporate - that the
        affairs of such body corporate be conducted in accordance with the
        wishes of the holder of such interest, and (ii) in relation to a
        partnership, the right to a share of more than 50% (fifty percent) of
        the assets or of the income of the partnership. Forthwith upon such
        occurrence, Publisher shall notify SCEE of the occurrence of any of the
        events or circumstances specified in (ii) to (x) above; and Publisher's
        failure so to do shall be a material breach of this Agreement not
        capable of remedy.

13.2    Further, SCEE shall have the right by written notice to Publisher
        forthwith to terminate the licences and related rights herein granted to
        Publisher in relation to any PlayStation Software at any time after the
        occurrence of any of the following events: (i) any failure by Publisher
        to submit to SCEE the materials required to be submitted under Clauses
        5.2 and 5.3 (or, if applicable, under Clause 5.7) in the form and manner
        and in conformity with the standards and specifications therein
        prescribed; and (ii) any failure by Publisher promptly to notify SCEE in
        writing of any material change to any of the materials approved by SCEE
        pursuant to Clause 5.4 (or, if applicable, pursuant to Clause 5.7);
        provided however that SCEE shall not be entitled to exercise such right
        of termination if Publisher's failure under (i) above is directly caused
        by SCEE's failure to comply with any of its material obligations
        expressly set forth herein.


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


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Sony Computer Entertainment Europe                                       Page 14
PlayStation Licensed Publisher(x)
                                  CONFIDENTIAL

<PAGE>

14.     EFFECT OF EXPIRATION OR TERMINATION

14.1    Notwithstanding the expiration of the Term, Publisher shall be entitled
        to continue to publish PlayStation Software the development of which
        shall have been approved prior to or during the Term hereof by SCEE (or
        by an Affiliate of SCEE) pursuant to the applicable LDA, and to use the
        Licensed Trademarks strictly, only and directly in connection with such
        publication, until the expiration of the Term or, if later, until the
        [**]. Upon expiration of the Term or, if applicable, such extended
        period for publishing PlayStation Software, Publisher may sell off
        existing inventories of the applicable PlayStation Software titles, on a
        non-exclusive basis, for a period of [**] from the applicable expiration
        date; provided always that such inventory thereof shall not have been
        manufactured solely or principally for sale within such sell-off period.

14.2    However, upon the exercising by SCEE of its right of termination, either
        of this Agreement pursuant to Clause 13.1(i) to (viii) or in relation to
        any PlayStation Software pursuant to Clause 13.2, all rights, licences
        and privileges licensed or otherwise granted to Publisher hereunder,
        either generally or in relation to such PlayStation Software (as
        applicable), shall forthwith and without further formality revert
        absolutely to SCEE and Publisher shall forthwith cease and desist from
        any further use of the Sony Materials, any Sony Intellectual Property
        Rights related thereto and the Licensed Trademarks, and, subject to
        Clause 14.3, shall have no further right to continue the marketing, sale
        and/or distribution of any units of Licensed Product or of any units of
        Licensed Product derived from such PlayStation Software (as applicable).

14.3    In the event of termination by SCEE pursuant to Clause 13.1(ix), (x) or
        (xi) or by Publisher pursuant to Clause 25, Publisher may sell off then
        unsold units of Licensed Product(s), for a period of [**] from the
        effective date of termination; provided always that such inventory
        thereof shall not have been manufactured solely or principally for sale
        within such sell-off period. Subsequent to the expiry of such [**] or
        [**] sell-off period, or in the event of termination by SCEE pursuant to
        Clause 13.1(i) to (viii) or Clause 13.2, any and all units of Licensed
        Products or the applicable Licensed Products (as the case may be)
        remaining in Publisher's inventory and/or under its control shall be
        destroyed by Publisher within [**] following such expiry or effective
        date of termination. Within [**] following such destruction, Publisher
        shall furnish SCEE an itemised statement, certified accurate by a duly
        authorised officer, partner or other representative (as applicable) of
        Publisher, specifying the number of then unsold units of Licensed
        Product(s) to which such termination applies, on a PlayStation Software
        title-by-title basis, which remain in its inventory and/or under its
        control at such date, confirming the number of units of Licensed
        Products destroyed, on a PlayStation Software title-by-title basis, and
        indicating the location and date of such destruction and the disposition
        of the remains of such destroyed materials. SCEE shall be entitled to
        conduct a physical inspection of Publisher's inventory during normal
        business hours in order to ascertain or verify such inventory and/or
        statement.

14.4    Upon termination of the Term by SCEE pursuant to Clause 13.1, Publisher
        shall forthwith deliver up to SCEE (or, if so requested by SCEE in
        writing, destroy and promptly furnish SCEE a certificate of such
        destruction signed by a duly authorised officer, partner or other
        representative (as applicable) of Publisher) all Sony Materials, and any
        Confidential Information of Sony of which Publisher shall have become
        apprised and which has been reduced to tangible or written form, and any
        and all copies thereof then in the possession, custody or control of
        Publisher.

14.5    SCEE shall be under no obligation to renew or extend this Agreement
        notwithstanding any actions taken by either of the parties prior to its
        expiration or earlier termination. In the event of termination pursuant
        to Clauses 13.1 or 13.2, no part of any payment(s) whatsoever theretofor
        made to SCEE hereunder (or, if Publisher shall also have executed a LDA,
        thereunder) shall be owed or repayable to Publisher, and nor shall
        either party be liable to the other for any damages (whether direct,
        consequential or incidental, and including without limitation any
        expenditures, loss of profits

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

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        or prospective profits) sustained or arising out of, or alleged to have
        been sustained or to have arisen out of, such expiration or earlier
        termination. However, the expiration or earlier termination of this
        Agreement shall not excuse either party from any prior breach of any of
        the terms and provisions of this Agreement or from any obligations
        surviving such expiration or earlier termination, and full legal and
        equitable remedies shall remain available for any breach or threatened
        breach of this Agreement or of any obligations arising therefrom.

14.6    The expiration or earlier termination of this Agreement (whether by SCEE
        pursuant to Clause 13 or otherwise howsoever) shall be without prejudice
        to any and all rights and remedies which either party may then or
        subsequently have against the other party.

15.     NOTICES

15.1    All notices under this Agreement shall be in writing and shall be given
        by courier or other personal delivery, by registered or certified mail,
        by recognised international courier service or by facsimile transmission
        (with an immediate confirmation copy by regular mail or any of the
        methods specified above) at the appropriate address hereinbefore
        specified or at a substitute address designated by notice by the party
        concerned (and in the case of notices to SCEE shall be directed to its
        Director of Business Affairs (or such other Sony representative as shall
        from time to time be designated by notice by SCEE). Notices given other
        than by facsimile transmission shall be deemed given and effective when
        delivered. Notices given by facsimile transmission shall be deemed given
        only upon receipt of confirmation copy as aforesaid but, upon such
        receipt, shall be deemed effective as of the date of transmission.

15.2    Whenever Publisher is required to obtain the authorisation, consent or
        approval of SCEE, Publisher shall request the same by notice to SCEE as
        aforesaid, and with a copy under separate cover to its General Manager
        of Product Development or such other Sony representative as shall from
        time to time be designated by notice to Publisher. Such authorisation,
        consent or approval shall not be deemed to be granted unless and until
        SCEE shall have given a written affirmative response to each request
        therefor and shall in no event be implied or inferred from any delay or
        failure of SCEE to give such or any response.

16.     FORCE MAJEURE

Neither SCEE 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 breach of, its obligations under this Agreement results from any events or
circumstances beyond its reasonable control, including without limitation any
natural disaster, fire, flood, earthquake or other act of God, inevitable
accidents, lockout, strike or other labour dispute, riot or civil commotion, act
of public enemy, enactment, rule, order or act of any government or governmental
authority, failure of technical facilities, or failure or delay of
transportation facilities.

17.     RELATIONSHIP OF THE PARTIES

The relationship hereunder between SCEE and Publisher respectively is that of
licensor and licensee. Publisher is an independent contractor and shall not in
any respect act as or be deemed to be the legal representative, agent, joint
venturer, partner or employee of SCEE for any purpose whatsoever. Neither party
shall have any right or authority to assume or create any obligations of any
kind or to make any representation or warranty (express or implied) on behalf of
the other party or to bind the other party in any respect whatsoever.

18.     ASSIGNABILITY

SCEE has entered into this Agreement based on the particular reputation,
capabilities and experience of Publisher and of its officers, directors and
employees. Accordingly, Publisher may not assign, pledge or otherwise dispose of
this Agreement or of 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 SCEE shall first



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<PAGE>


have been obtained in each case. Any attempted or purported assignment, pledge,
delegation or other disposition in contravention of this Clause 18 shall be null
and void and a material breach of this Agreement not capable of remedy. SCEE
shall be entitled, without the consent of Publisher, to assign its rights and
obligations hereunder to any corporation or other entity in which Sony
Corporation (or any successor in interest thereto) holds a controlling interest,
whether directly or indirectly. Subject to the foregoing, this Agreement shall
enure to the benefit of the parties and their respective successors and
permitted assigns.

19.     COMPLIANCE WITH APPLICABLE LAWS

The parties shall at all times comply with all applicable regulations and orders
of their respective countries and all conventions and treaties to which their
countries are 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, licence or permit required for
the performance of its obligations hereunder, and shall declare, record or take
such steps as may be necessary to render this Agreement binding, including
without limitation any required filing of this Agreement with any appropriate
governmental authorities.

20.     GOVERNING LAW

This Agreement shall be governed by, construed and interpreted in accordance
with English Law, without giving effect to the conflict of laws principles
thereof. The parties irrevocably agree for the exclusive benefit of SCEE that
the English Courts shall have jurisdiction to adjudicate any proceeding, suit or
action arising out of or in connection with this Agreement. However, nothing
contained in this Clause 20 shall limit the right of SCEE to take any such
proceeding, suit or action against Publisher in any other court of competent
jurisdiction, nor shall the taking of any such proceeding, suit or action in one
or more jurisdictions preclude the taking of any other such proceeding, suit or
action in any other jurisdiction, whether concurrently or not, to the extent
permitted by the law of such other jurisdiction. Publisher shall have the right
to take any such proceeding, suit or action against SCEE only in the English
Courts.

21.     REMEDIES

Publisher acknowledges and agrees that any breach by Publisher of this Agreement
may cause Sony irreparable harm and damage which may not be capable of remedy by
damages alone and therefore that in the event of any such breach SCEE may seek
equitable (including injunctive) relief against Publisher in addition to damages
and/or any other remedy available to SCEE at law or in equity. Either party's
election to avail itself of any of the remedies provided for in this Agreement
shall not be exclusive of any other remedies available hereunder or otherwise at
law or in equity, and all such remedies shall be cumulative. Publisher shall
indemnify SCEE for all losses, liabilities, damages, expenses and costs,
including without limitation reasonable fees for lawyers, expert witnesses and
litigation costs, which SCEE may sustain or incur as a result of any breach or
threatened breach by Publisher of this Agreement.

22.     SEVERABILITY

In the event that any provision of this Agreement (or any part(s) thereof),
other than a provision in respect of which SCEE gives a notice of amendment
pursuant to Clause 25, is determined by a court of competent jurisdiction to be
invalid or otherwise unenforceable, such provision (or part(s) 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, but not in any way so as to affect the validity or
enforceability of any other provisions of this Agreement which shall continue in
full force and effect.


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<PAGE>

23.     PROVISIONS SURVIVING EXPIRATION OR TERMINATION

The following provisions of this Agreement shall survive and continue in full
force and effect notwithstanding its expiration or earlier termination (whether
by SCEE pursuant to Clause 13 hereof or otherwise howsoever):

<TABLE>
<S>                      <C>
 Clause 3                Sub-Publishers
 Clause 4                Reservations
 Clause 5.8 + 5.9        Notices & Consumer Advisory Ratings
 Clause 6                Manufacture of Licensed Products
 Clause 7                Purchase Price
 Clause 9                Confidentiality
 Clause 10.2 to 10.4     Warranties
 Clause 11               Indemnities
 Clause 12               Limitations of Liability
 Clause 14               Effect of Expiration or Termination
 Clause 18               Assignability
 Clause 20               Governing Law
 Clause 21               Remedies
 Clause 22               Severability
</TABLE>

24.     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 it is sought to enforce such
waiver. 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 in relation to
any future event or circumstance.

25.     AMENDMENTS

[**] Subject to the foregoing and except as otherwise provided herein, this
Agreement shall not be subject to amendment, change or modification other than
by another written instrument duly executed by both of the parties hereto.

26.     HEADINGS

The clause and other headings contained in this Agreement are intended primarily
for reference purposes only and shall not alone determine the construction or
interpretation of this Agreement or any provision(s) hereof.


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


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<PAGE>

27.     INTEGRATION

This document (including the Schedules hereto) constitutes the entire agreement
between the parties with respect to the subject matter contained herein, and
supersedes all prior or contemporaneous agreements, proposals, understandings
and communications between Sony and Publisher, whether oral or written, with
respect to the subject matter hereof. However, the generality of the foregoing
notwithstanding, the NDA and, if applicable, the LDA executed by Publisher shall
continue in full force and effect.

28.     COUNTERPARTS

This Agreement may be executed in 2 (two) counterparts, each of which shall be
deemed an original, and both of which together shall constitute one and the same
instrument.


IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
as of the date first above written.


SONY COMPUTER ENTERTAINMENT EUROPE          THQ INTERNATIONAL LIMITED
(a Division of SONY COMPUTER
ENTERTAINMENT UK LIMITED)



/s/ CHRISTOPHER DEERING                     /s/ TIM WALSH
----------------------------------          ------------------------------------
Signature                                   Signature

    CHRISTOPHER DEERING                         TIM WALSH
----------------------------------          ------------------------------------
Name                                        Signatory's Name (please print)

    President                                   V.P. International
----------------------------------          ------------------------------------
Title                                       Title



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<PAGE>

                                   SCHEDULE 1


       to the PlayStation Licensed Publisher Agreement dated the 25th day
 of June 1998 between Sony Computer Entertainment Europe (a Division of
      Sony Computer Entertainment UK Limited) and THQ International Limited



                         LICENSED TERRITORY (CLAUSE 1.2)



 (1)

<TABLE>
           <S>                  <C>                 <C>
           Australia            Iceland             Poland
           Austria              Ireland             Portugal
           Azerbaijan           Israel              Qatar
           Bahrain              Italy               Russian Federation
           Belgium              Kazakhstan          Saudi Arabia
           Botswana             Kenya               Slovakia
           Bulgaria             Kuwait              Slovenia
           Croatia              Latvia              South Africa & Namibia
           Cyprus               Lebanon             Spain
           Czech Republic       Lichtenstein        Sweden
           Denmark              Lithuania           Switzerland
           Djibouti             Luxembourg          Syria
           Egypt                Madagascar          Tanzania
           Estonia              Malta               Tunisia
           Ethiopia             Mauritius           Turkey
           Finland              Morocco             Ukraine
           France               Netherlands         United Arab Emirates
           Germany              New Zealand         United Kingdom
           Gibraltar            Nigeria             Uzbekhistan
           Greece               Norway              Yemen
           Hungary              Oman                Zimbabwe
</TABLE>

        and all other countries which from time to time are members of the
        European Union or have otherwise implemented the Treaty on a European
        Economic Area or where Articles 85 & 86 of the Treaty of Rome (or
        provisions similar thereto) have been implemented or are otherwise
        directly effective.



(2)     Such countries in addition to those specified in (1) above in which the
        PAL television standard obtains and which SCEE, in its sole discretion
        as representative of Sony Computer Entertainment worldwide, determines
        from time to time to include within the Licensed Territory by notice to
        Publisher. Without limiting the generality of the foregoing, SCEE shall
        have the right not to include within the Licensed Territory or, having
        included, subsequently to exclude from the Licensed Territory by
        reasonable notice to Publisher (and intends so to exclude) any such
        country or countries in which, in SCEE's best business judgment, the
        laws or enforcement of such laws do not protect Sony Intellectual
        Property Rights. By not later than the expiry of any such notice of
        exclusion, Publisher shall cease and desist, in the country or countries
        concerned, from any further use of the Sony Materials, any Sony
        Intellectual Property Rights related thereto and the Licensed Trademarks
        and shall have no further right to continue or authorise the marketing,
        sale and/or distribution of any units of PlayStation Software.



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<PAGE>

                                   SCHEDULE 2

       to the PlayStation Licensed Publisher Agreement dated the 25th day
     of June 1998 between Sony Computer Entertainment Europe (a Division
    of Sony Computer Entertainment UK Limited) and THQ International Limited


PURCHASE PRICE (CLAUSE 7.1)


for "standard" 1-Disc PlayStation Software product unit comprising:
- 1 (one)  black PlayStation interactive software Disc
- 2-colour standard Disc Label
- single-tray PlayStation jewelcase, including assembly

                                                                   [**] per unit

for "standard" Multi-Disc PlayStation Software product unit (up to 6 Discs)
comprising:
- applicable number of black PlayStation interactive software Discs
- applicable number of 2-colour standard Disc Labels
- applicable multi-tray PlayStation jewelcase

                                      [**] (+ [**] per additional Disc) per unit


For more than 6-Disc PlayStation Software product units -
                                                          [**]


PlayStation Disc mastering                                            NO CHARGE


The Purchase Price and minimum order and reorder quantities for "non-standard"
Manufactured Materials shall be as detailed in the Specifications or, where not
so detailed, and subject to availability, [**].


                                 --------------

                                   [    **    ]


Initialed by                                 Initialed by
[CD]                                         [TW]
Sony Computer Entertainment Europe           THQ International Ltd

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

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