exv10w08



 





Exhibit 10.08



***** CONFIDENTIAL
TREATMENT REQUESTED



WIRELESS GAMES AGREEMENT




THIS AGREEMENT is made the 8th  day of December 2004




	 	 	 
	between:

	 	Celador International Limited
	 

	 	39 Long Acre
	 

	 	London, WC2E 9LG
	 
	 	 
	 

	 	whose principal place of business
is England and is a company registered in England with company number 02719242
	 
	 	 
	 

	 	(“Celador”)                               of the one part
	 
	 	 
	and

	 	Macrospace Limited
	 

	 	Priory House
	 

	 	6 Wrights Lane,
	 

	 	London W8 6TA
	 

	 	United Kingdom
	 
	 	 
	 

	 	whose principal place of business
is England and is a company registered in England with company number 4223253
	 
	 	 
	 

	 	(“MACROSPACE”)                     of the other part





Each a “Party” and together the “Parties”




Whereas





	(A)	 	Celador and Celador Productions Limited (“CPL”) variously own and/or control the intellectual
property rights and other rights in the Format (as defined below) and in an original television
programme broadcast in the United Kingdom based on the Format entitled “Who Wants To Be A
Millionaire?” (the “Programme”) as well as the copyright and all other rights in the Programme.
	 
	(B)	 	MACROSPACE has expertise in the development and provision of interactive games, which may be
accessed and played via wireless delivery systems.
	 
	(C)	 	Celador wishes to engage MACROSPACE to develop and provide the Game (as hereinafter defined) to
MNO’s (as hereinafter defined) and WSP’s (as hereinafter defined) and MACROSPACE has agreed
to develop and provide the Game on and in accordance with the following terms and conditions.





Now it is agreed as follows





	1	 	Definitions






	1.1	 	In the context of this Agreement the words and phrases below shall have the following
meanings:





	 	 	 	 	 
	 

	 	“Business Days”
	 	means Monday to Friday inclusive,
excluding bank holidays and public holidays in
the relevant Territory;







 





	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the
Securities Act of 1933.






1









 






	 	 	 	 	 
	 

	 	“Confidential Information”
	 	means all information (whether or not specifically labelled or
identified as confidential), in any form or medium, that is
disclosed to or learned by a receiving party during the relevant Term and
that relates to the business, products, intellectual property rights,
research or development of the other party (the “Disclosing
Party”), its
suppliers, distributors or customers. Without limitation, Confidential
Information includes:






	 	 	 	 	 
	 

	 	(i)
	 	internal business information
including, without limitation,
information relating to strategic
and staffing plans and practices,
business, marketing and sales plans,
training practices, cost, rate and
pricing structures and/or account
methods;
	 
	 	 	 	 
	 

	 	(ii)
	 	specific contractual
arrangements with, and information
about the Disclosing Party’s
suppliers, distributors and
customers;
	 
	 	 	 	 
	 

	 	(iii)
	 	compilations of data
(including, without limitation, the
form or format of information that
may include information otherwise
not deemed confidential)
and analyses, processes,
techniques, systems, formulae,
documentation, models, data and data
bases relating thereto;
	 
	 	 	 	 
	 

	 	(iv)
	 	trade secrets, ideas,
inventions, designs, developments,
devices, methods, processes and
systems (whether or not patentable
or able to be protected by copyright
and whether or not reduced to
practice or fixed in a tangible
medium);
	 
	 	 	 	 
	 

	 	(v)
	 	any information which the
receiving party knows or ought to
know is regarded by the Disclosing
Party as the Disclosing Party’s
Confidential Information; and/or
	 
	 	 	 	 
	 

	 	(vi)
	 	any information which is
identified as confidential by the
Disclosing Party including,
without limitation, this
Agreement;






	 	 	 	 	 
	 

	 	“Celador Guidelines”
	 	means the following items:






	 	 	 	 	 
	 

	 	(i)
	 	the international brand
guidelines document supplied by
Celador to MACROSPACE in accordance
with clause 4.1 below which sets out
guidelines as to the permitted use
of the Celador Marks; and
	 
	 	 	 	 
	 

	 	(ii)
	 	the Celador Logos & Graphics CD;






	 	 	 	 	 
	 

	 	“Celador Logos & Graphics CD”
	 	means the international digital logos and graphics
CD-Rom supplied by Celador to MACROSPACE in accordance with clause
4.1 below which contains, amongst other things, Mac and PC versions of
the Local Series Logo(s) and the Lozenge Graphics;
	 
	 	 	 	 
	 

	 	“Celador Marks”
	 	means the Celador name, logos (including, but not limited to, the
Local Series Logo(s)), marks, signs, designs, pictures, text, templates
and visual graphics (including, but not limited to, the Lozenges
Graphics) including all items detailed and contained in the Celador
Guidelines in hard or soft copy form and any updated versions of the same
as supplied by Celador to MACROSPACE from time to time during the
relevant Term;






2









 






	 	 	 	 	 
	 

	 	“Celador Share”
	 	means *****% (***** per cent) of
Net Distributable Revenues in Celador Territories and *****% (***** per
cent) of Net Distributable Revenues in MACROSPACE Territories;
	 
	 	 	 	 
	 

	 	“Celador Territories”
	 	means any territory in which Celador is in negotiations with and/or enters into an agreement for the
provision of the Game as set out in Schedule 2 Part A;
	 
	 	 	 	 
	 

	 	“Commencement Date”
	 	means 20th October 2004;
	 
	 	 	 	 
	 

	 	“Content”
	 	means the Celador Marks, the Celador Guidelines and the Music Package collectively;
	 
	 	 	 	 
	 

	 	“Contestant(s)”
	 	means end users and/or subscribers of MNO’s and WSP’s;
	 
	 	 	 	 
	 

	 	“Net Distributable Revenues”
	 	means Net Revenue less the Permitted Deductions
	 
	 	 	 	 
	 

	 	“Escrow Agreement”
	 	means the Escrow Agreement as more particularly detailed in clause 8.3;
	 
	 	 	 	 
	 

	 	“Format”
	 	means the basic underlying literary, dramatic, musical or other material including the idea, title,
theme, concept and structure and any distinguishing features of the quiz show entertainment series known as
“Who Wants To Be A Millionaire?” whether or not in existence now or in the future and which for the purposes
of this Agreement shall include the IPR;
	 
	 	 	 	 
	 

	 	“Game”
	 	means an interactive single player stand-alone game (in object code form) with connected features
including ‘game to server’ interactions but excluding multiplayer or P2P elements based on the Format, the
Programme, the Local Series and in the Language which may be downloaded from platforms of WSP’s and MNO’s and
accessed and played by Contestants via Java enabled mobile devices and otherwise in accordance with
the Specification. For the avoidance of doubt this definition of Game excludes any black and white and
colour WAP game and/or stand alone SMS game based on the WWTBAM Format and the Programme and/or multi
player/one on one (P2P) game with a wagering element based on or containing elements of the WWTBAM Format and the Programme;
	 
	 	 	 	 
	 

	 	“Gross Revenue”
	 	means all revenue arising in respect of the operation of the Game during the relevant Term in the
applicable Celador Territories and MACROSPACE Territories;
	 
	 	 	 	 
	 

	 	“Internet”
	 	means the computer network of services and files containing text and graphics accessible through use
of hypertext transfer protocol;
	 
	 	 	 	 
	 

	 	“IPR” or “Intellectual Property Rights”	 	means all patents, unpatented inventions, registered and unregistered designs and design
rights, copyrights (including, without limitation, rights in computer software) database right,
topography rights, domain names, trade marks, service marks trade names, rights in trade secrets, know-how
including applications or the right to apply for the foregoing and
all other intellectual property rights of any nature whatsoever and all rights of a similar nature or having similar effect, throughout the world
whether registered or unregistered, whether now existing or in the future created;






 





	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the
Securities Act of 1933.







3









 






	 	 	 	 	 
	 

	 	“Language”
	 	means the language of the Local Series in the relevant
Territory as set out in Part E of Schedule 1 and 2;
	 
	 	 	 	 
	 

	 	“Launch”
	 	means the date of the live launch of the Game in a
particular Territory (including commercial testing or
trialling) as specified in Part G of Schedule 1 and 2;
	 
	 	 	 	 
	 

	 	“Local Series”
	 	means episodes of the various local series based on
the Format in the relevant Territory, as specified in Part
B of Schedule 1 and 2;
	 
	 	 	 	 
	 

	 	“Local Series Logos”
	 	means the circular device identifying the Local Series
in each Territory, copies of which are reproduced at Part D
of Schedule 1 and 2;
	 
	 	 	 	 
	 

	 	“Local Series Title”
	 	means the local language translation of the title “Who
Wants To Be A Millionaire?” in each Territory or such other
title as advised by Celador from time to time during the
relevant Term as set out in Part C of Schedule 1 and 2;
	 
	 	 	 	 
	 

	 	“Lozenge Graphics”
	 	the graphics used predominantly in the
presentation of questions and answers in the Programme
and contained, in soft copy form, in the Celador Logos &
Graphics CD;
	 
	 	 	 	 
	 

	 	“MACROSPACE Share”
	 	means *****% (***** per cent) of Net
Distributable Revenues in the Celador Territories and *****%
(***** per cent) of Net Distributable Revenues in the
MACROSPACE Territories;
	 
	 	 	 	 
	 

	 	“MACROSPACE Territories”
	 	means the territories set out in Schedule 1 Part A;
	 
	 	 	 	 
	 

	 	“Marketing Activities”
	 	means direct publicity, advertising, marketing and
promotion of the Game in the MACROSPACE Territories by the
MNO and/or the WSP during the Term in accordance with the
provisions of this Agreement in the following media:






	 	 	 	 	 
	 

	 	(i)
	 	in the MNO’s and/or WSP’s publicity,
advertising, marketing and promotional materials (the
“Marketing Materials” ); and
	 
	 	 	 	 
	 

	 	(ii)
	 	on the Internet and by way of banners and buttons;
	 
	 	 	 	 
	 

	 	(iii)
	 	by way of an on-air advertising and promotions;
	 
	 	 	 	 
	 

	 	(iv)
	 	in any other media;






	 	 	 	 	 
	 

	 	“MNO”
	 	means any operator of a mobile telecommunications
network in the Territory through which through which the
Game is supplied;
	 
	 	 	 	 
	 

	 	“Music Package”
	 	means all necessary recordings of music and music
effects comprised in the Format provided by
Celador to MACROSPACE in CD form and any updated
versions of the same as previously supplied by Celador to
MACROSPACE;
	 
	 	 	 	 
	 

	 	“Music Royalty”
	 	means as defined in the Music Synchronisation Licence;
	 
	 	 	 	 
	 

	 	“Music Royalty”
	 	means an amount representing *****% of Net Revenue in the
Celador Territories and the Macrospace Territories
respectively due and payable to Lusam Music Limited by both
Parties which may be deducted by Celador and Macrospace as
a Permitted





 





	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the
Securities Act of 1933.







4









 






	 	 	 	 	 
	 

	 	 	 	Deduction prior to distribution of the
Celador Share and the Macrospace Share.
	 
	 	 	 	 
	 

	 	“Music Synchronisation
Licence”
	 	means the licence for Synchronisation
between MACROSPACE and Lusam Music Limited set
out in Schedule 7;
	 
	 	 	 	 
	 

	 	“Net Revenue”
	 	means Gross Revenue less (i) any MNO and/or
WSP’s share and (ii) any taxes, charges
and/or duties payable by MACROSPACE
and/or Celador and/or any other Party in the
receipt of payment of sums due under this
Agreement;
	 
	 	 	 	 
	 

	 	“New Edition(s)”
	 	means any new versions of the
Game developed by MACROSPACE in accordance
with the Time Table;
	 
	 	 	 	 
	 

	 	“Permitted Deductions”
	 	means in respect of each of the
Celador Territories and the MACROSPACE
Territories (i.) any QA testing costs associated
with the Vodafone Group, ; (ii) the Music
Royalty (iii) costs of questions (iv) all costs
in relation to Escrow Agreement (50% (fifty) per
cent to be borne by each Party);
	 
	 	 	 	 
	 

	 	“Prohibited Carriers”
	 	means those MNO’s set out in Schedule 5 to
which MACROSPACE shall not distribute and/or
publish the Game without the prior written
authorisation of Celador;
	 
	 	 	 	 
	 

	 	“Prohibited Territories”
	 	means those territories set out in
Schedule 3 and/or any other territory notified
by Celador to MACROSPACE during the Term in
which MACROSPACE shall not distribute
and/or publish the Game without the prior
written authorisation of Celador;
	 
	 	 	 	 
	 

	 	“Questions”
	 	means no greater than 500 (five
hundred) general knowledge questions in
respect of each territory in the Territory
together with four possible answers per question
to be included in the Game and/or New Editions
in the Local Language;
	 
	 	 	 	 
	 

	 	“Schedule”
	 	means a schedule attached to this Agreement;
	 
	 	 	 	 
	 

	 	“Services”
	 	means any connectivity, hosting, software
development and provision of software services
provided by the Service Providers and/or
MACROSPACE enabling the access and provision of
the Game by an MNO and/or a WSP in a particular
Territory;
	 
	 	 	 	 
	 

	 	“Service Level Agreement”
	 	means the agreed levels of Technical
Support to be provided by MACROSPACE under
this Agreement in the MACROSPACE
Territories and the Celador
Territories respectively as set out in Schedules
1 and 2;
	 
	 	 	 	 
	 

	 	“Service Providers”
	 	means any third parties contracted by
MACROSPACE to provide the Services;
	 
	 	 	 	 
	 

	 	“Source Code”
	 	means all computer code written
by MACROSPACE in connection with the Game
and/or New Editions pursuant to this Agreement,
including, without limitation, a full source
language statement, with all related
flow charts, schematics and annotations,
sufficient to allow a reasonably skilled third
party analyst or programmer to complete,
maintain or enhance the Game without the help of
any other person or reference to any






5









 






	 	 	 	 	 
	 

	 	 	 	other material as well as with respect to all modification,
enhancements or alterations made by MACROSPACE to the Game and/or
New Editions;
	 
	 	 	 	 
	 

	 	“Specification”
	 	means the functional and technical specification for the
Game, as well as any related software agreed by MACROSPACE and
Celador in respect of each individual Territory set out in Part F
of Schedule 1 and 2;
	 
	 	 	 	 
	 

	 	“Synchronisation”
	 	means the addition of the Music Package to any graphics or
images strictly in connection with the Game and the Marketing
Activities permitted hereunder;
	 
	 	 	 	 
	 

	 	“Technical Support”
	 	means the technical support and maintenance to be provided by
MACROSPACE in respect of the Game in the Territory in accordance
with the Service Level Agreement;
	 
	 	 	 	 
	 

	 	“Term”
	 	means 24 (twenty four) months from the Commencement Date;
	 
	 	 	 	 
	 

	 	“Territory”
	 	means the Celador Territories and the MACROSPACE
Territories;
	 
	 	 	 	 
	 

	 	“Time Table”
	 	means the agreed dates for launch of the New Editions set out
in Schedule 4;
	 
	 	 	 	 
	 

	 	“Usage Information”
	 	means the billing and end-usage information
regarding Contestants including but not limited to
trend analysis, frequency of access and play, as well as date
and time of play of the Game to be provided to Celador by
MACROSPACE and such other reports as Celador may reasonably
request from time to time,
	 
	 	 	 	 
	 

	 	“WAP”
	 	means Wireless Application Protocol being a specification for
a set of communication protocols, which enables Internet access
via wireless devices, including but not limited to mobile
telephones;
	 
	 	 	 	 
	 

	 	“WSP”
	 	means any on-line provider of mobile games
content downloadable to mobile devices.







	1.2	 	In this Agreement unless the context requires otherwise:






	 	(a)	 	the singular shall include the plural and vice versa
and the masculine gender shall include the feminine and
neuter and vice versa;
	 
	 	(b)	 	the headings in this Agreement are for convenience only
and shall not affect the interpretation or construction of
this Agreement;
	 
	 	(c)	 	words denoting persons shall include incorporated and
unincorporated bodies or partnerships and include
reference to that person’s legal representatives,
successors and permitted assigns;
	 
	 	(d)	 	all Schedules shall form part of this Agreement save
that, in the event of any discrepancy between the terms of
this Agreement and the Schedules, the terms of this
Agreement shall prevail;
	 
	 	(e)	 	references to any clause or sub-clause is to a clause
or sub-clause of this Agreement unless stated otherwise;
and







6









 





	 	(f)	 	reference to any statute, statutory provision or
regulation includes a reference to that statute, statutory
provision or regulation as from time to time amended,
extended, re-enacted or consolidated.






	2	 	Grant of Right






	2.1	 	Celador hereby grants to the MACROSPACE, subject to the
terms and conditions of this Agreement, the following exclusive
rights for the duration of the Term in the Territory:






	 	(a)	 	To develop the Game and
incorporate the Content in the
Game; subject in particular to the
provisions of clause 3.3 below, to
use, display and/or reproduce the
Celador Marks in the Game and to
reproduce the copyright contained
in the artistic works, sketches,
designs and artwork of the Celador
Marks in respect of the Game;
	 
	 	(b)	 	To use the Music Package on
a non-exclusive basis for
Synchronisation subject at all
times to the Music Synchronisation
Licence and otherwise in
accordance with the terms of this
Agreement;






	2.2	 	In the MACROSPACE Territories only, to market, promote,
distribute and subject to the prior written approval of Celador,
which shall not be unreasonably withheld or delayed, to enter
into sub-licenses with MNO’s and/or WSP’s in the MACROSPACE
Territories (save for the avoidance of doubt the Prohibited
Carriers) for provision of the Game as a premium product and
Marketing Activities, (“Third Party Sub Licences”) provided that
all such Third Party Sub Licenses contain equivalent terms and
conditions to this Agreement, in connection with the
acknowledgment of Celador’s ownership of the Game, the Format,
the Celador Marks, the Local Series Title and the Local Series
Logo and approvals in respect of Marketing Activities. For the
avoidance of doubt it is agreed by Celador and MACROSPACE that
any changes to provisions of the Third Party Sub Licenses,
including but not limited to revenue share arrangements and
pricing structure under the Third Party Sub Licenses are subject
to the prior written approval of Celador. All approvals shall be
provided by Celador in accordance with clause 4.4 below.
	 
	 	 	(collectively referred to as the “Rights”)




MACROSPACE acknowledges and agrees that all IPR in the Format, the Programme, the Local
Series Titles, the Local Series Logos, the Content are proprietary to and/or controlled by Celador
and all rights in the same not expressly granted hereunder are hereby reserved absolutely to
Celador to exploit in its sole and absolute discretion





	3	 	Obligations of MACROSPACE




In consideration of the Rights granted hereunder MACROSPACE agrees and undertakes:





	3.1	 	To develop the Game in accordance with the Specification, as well as
develop and/or provide any software to manage and schedule the Game, as well
as any updates and/or upgrades thereto and develop and provide the New
Editions of the Game.
	 
	3.2	 	To procure that the Marketing Activities in the MACROSPACE Territories
are conducted by the MNO and/or WSP no later than the date of Launch and
throughout the Term and procure that the MNO and/or WSP meet’s all costs and
expenses associated with the same which shall at all times:






	 	(a)	 	be subject to the prior written approval of Celador;
	 
	 	(b)	 	be carried out by the MNO and/or WSP in strict
accordance with the Celador Guidelines and any further
instructions/recommendations of Celador from time to time
during the Term;





7









 





	 	(c)	 	make reference to the fact that the Game is provided in association with Celador; and
	 
	 	(d)	 	comply with all applicable laws, regulations, standards and directions of any relevant
authority in the relevant Territory;
	 
	 	(e)	 	uphold the good name, image and reputation of the Format, the Programme and Celador; and
	 
	 	(f)	 	conform with and are conducted in accordance with a marketing strategy agreed with
Celador which shall at all times comply with the image, design and appearance of the Format
and the Programme;






	3.3	 	to procure the creation and dissemination of the Marketing Materials in the MACROSPACE Territories by the MNO and/or WSP and procure that the MNO
and/or WSP meets all costs and expenses associated with the same and likewise to further procure the creation, dissemination and the payment of all
costs and expenses in relation to any further Marketing Activities by the MNO and/or WSP as approved by Celador in accordance herewith;
	 
	3.4	 	to procure that all Marketing Activities including, but not limited to, the Marketing Materials, use, display or reproduce such of the Celador
Marks as Celador shall require from time to time. To this end MACROSPACE hereby warrants and agrees that it will obtain written undertakings from the
MNO and/or WSP that:






	 	(a)	 	it will use, display or reproduce the Celador Marks only in connection with the
Marketing Activities;
	 
	 	(b)	 	it will use, display or reproduce the Celador Marks only in accordance with the prior
written approval of Celador and in accordance with the Celador Guidelines and any further
instructions as communicated by Celador from time to time during the relevant Term and shall
seek Celador’s prior written consent in relation to all artwork and/or copy on which the
Celador Marks are used, displayed or reproduced;
	 
	 	(c)	 	it will clearly designate that the Celador Marks are owned/controlled by Celador by use
of the appropriate intellectual property notices set out in the Celador Guidelines or as
further communicated by Celador from time to time during the relevant Term; and
	 
	 	(d)	 	except as specifically authorised in this clause 3.4, it will not use the Celador Marks
or the Celador name for any other purpose without Celador’s prior written consent nor shall it
make any alterations or additions to the Celador Marks without Celador’s prior written
approval.






	3.5	 	***** prior to Launch, to deliver a copy of the Game via the MACROSPACE intranet in machine readable format for approval by Celador
and/or the date on which the Game has to be submitted to an MNO and/or WSP for QA Testing;
	 
	3.6	 	to provide a localized version of the Game for the Territory, containing the Local Series Logos,
	 
	3.7	 	to supply the Game to MNO’s and/or WSP’s in accordance with their game submission criteria;
	 
	3.8	 	to provide Celador with detailed game play structure in respect of the Game in each Territory;
	 
	3.9	 	to install and/or integrate the Game on to the MNO’s and/or WSP’s platform in the MACROSPACE Territories, and upon notification by Celador, on
the platform of any MNO and/or WSP in the Celador Territories;
	 
	3.10	 	to enter into Third Party Sub Licences in the MACROSPACE Territories;





 





	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the
Securities Act of 1933.






8









 






	3.11	 	to enter into agreements with Service Providers in respect of the provision of the Services in
the Territory if required;
	 
	3.12	 	to provide and/or procure hosting services in respect of the Game as applicable in the Territory;
	 
	3.13	 	to provide Technical Support in respect of the Game in the Territory;
	 
	3.14	 	to collect and administer Gross Revenues for the MACROSPACE Territories; and
	 
	3.15	 	to administer and distribute the Celador Share for the MACROSPACE Territories in
accordance with clauses 5 and 6;
	 
	3.16	 	to clear all use of the Music Package with respect to Marketing Activities in the
MACROSPACE Territories;
	 
	3.17	 	to enter in to the Music Synchronisation Licence;
	 
	3.18	 	to integrate the Questions in the Game;
	 
	3.19	 	to monitor the operation and usage of the Game in each individual Territory and to provide to
Celador the Usage Information for each individual Territory in excel format by e-mail on a
monthly basis during the Term;
	 
	3.20	 	not to enter into agreements and/or supply and/or provide the Game in the Celador Territories;
	 
	3.21	 	not to enter into agreements and/or supply and/or provide the Game to the Prohibited Carriers;
	 
	3.22	 	not to develop and/or distribute a product identical to the Game and/or based on and/or
including the Format;
	 
	3.23	 	to administer and distribute the Music Royalty in respect of the MACROSPACE Territories to Lusam
Music Limited; and
	 
	3.24	 	to provide the New Editions in accordance with the Time Table.
	 
	4	 	Obligations of Celador
	 
	 	 	Celador agrees and undertakes as follows:
	 
	4.1	 	to supply to MACROSPACE free of charge, the Celador Guidelines including, for the
avoidance of doubt, the Celador Logos & Graphics CD receipt of which MACROSPACE hereby
acknowledges and accepts and at the date of this Agreement,
	 
	4.2	 	to supply to MACROSPACE free of charge, the Music Package within 30 (thirty) days of the
signature of this Agreement;
	 
	4.3	 	to provide to the MNO and/or WSP’s as soon as reasonably practicable approval and no
later than 4 (four) Business Days of receipt of such request in respect of the Marketing
Activities and the Marketing Materials;
	 
	4.4	 	to provide all approvals required under this Agreement to MACROSPACE within 4 (four)
Business Days of receipt of a request from MACROSPACE. For the avoidance of doubt, written
approval may be communicated by email;
	 
	4.5	 	to liaise as necessary with MACROSPACE with a view to ensuring the smooth operation of
the Game in each Territory and the mutual exchange of relevant information relating to the Game
in each Territory;




9









 






	4.6	 	to provide the agreed number of Questions for each Territory in respect of the Game
and/or New Editions;
	 
	4.7	 	to enter into agreements for the provision of the Game in the Celador Territories;
	 
	4.8	 	to collect and administer Gross Revenues for the Celador Territories;
	 
	4.9	 	to administer and distribute the MACROSPACE Share for the Celador Territories in
accordance with clauses 5 and 6;
	 
	4.10	 	to notify MACROSPACE in the event that Celador executes an agreement with a Prohibited
Carrier and/or in an Excluded Territory with respect to the provision of the Game. For the
avoidance of doubt it is agreed by the Parties that in such circumstances such Prohibited
Carrier and/or Excluded Territory shall be deemed as being included in the Celador Territories
and any net income arising shall be shared by the Parties as part of the MACROSPACE Share
and/or the Celador Share.
	 
	4.11	 	To notify MACROSPACE in the event that Celador decides not to enter into an agreement
with a Prohibited Carrier and/or in an Excluded Territory with respect to the provision of the
Game. For the avoidance of doubt it is agreed by the Parties that in such circumstances that
should the Parties agree that MACROSPACE may enter into an agreement with such Prohibited
Carrier and/or Excluded Territory, in these circumstances such Prohibited Carrier and/or
Excluded Territory shall be deemed as being included in the MACROSPACE Territories and
any net income arising shall be shared by the Parties as part of the MACROSPACE Share and/or
the Celador Share.
	 
	4.12	 	to administer and distribute the Music Royalty in respect of the Celador Territories to
Lusam Music Limited;
	 
	4.13	 	Not to enter into agreements and/or supply and/or provide the Game to MNO’s and WSP’s in
the MACROSPACE Territories, save, for the avoidance of doubt the Prohibited MNO’s; and
	 
	4.14	 	To provide approval of the Game within 7 (seven) days of delivery by MACROSPACE pursuant
to clause 3.5 above.
	 
	5	 	Consideration
	 
	5.1	 	In consideration of Celador’s undertakings hereunder and subject to the delivery to
MACROSPACE of a valid VAT invoice by Celador in a timely manner, MACROSPACE agrees to pay to
Celador the Celador Share in respect of the MACROSPACE Territories in accordance with clause 6
below.
	 
	5.2	 	In consideration of MACROSPACE’s undertakings hereunder and subject to the delivery to
Celador of a valid VAT invoice by MACROSPACE in a timely manner, Celador agrees to pay to
MACROSPACE the MACROSPACE Share in respect of the Celador Territories in accordance with
clause 6 below.
	 
	6	 	Accounting
	 
	6.1	 	Within 45 (forty-five) days of the end of each quarter being the last day of March,
June, September and December in each calendar year of the relevant Term (each a
“Quarter”), or, in respect of the last Quarter of the Term, at least 30 (thirty) days prior to
the end of the last Quarter, each Party hereby undertakes to account to the Other Party setting
out details of the Net Revenue and Net Distributable Revenue received in respect of the Celador
Territories and the MACROSPACE Territories respectively within such Quarter in the form of a
full and accurate statement (the “ Quarterly Statement”).
	 
	6.2	 	MACROSPACE shall pay Celador the Celador Share in respect of the MACROSPACE Territories
and such other amounts as prescribed in this Agreement by bank transfer contemporaneously with
the provision of the Quarterly Statement by bank transfer to the following bank account:




10









 











*****

Swift Code: *****

Account No: *****

Sort Code: *****

IBAN: *****

Account Name: *****



Celador shall pay MACROSPACE the MACROSPACE Share in respect of the Celador Territories and such other amounts as prescribed in this Agreement
by bank transfer contemporaneously with the provision of the Quarterly Statement by bank transfer to the following bank account:




*****

Swift Code: *****

Account No: *****

Sort Code: *****

IBAN: *****

Account Name: *****





	6.3	 	Each Party shall provide the other Party with a valid VAT invoice in respect of the Celador Share and/or the MACROSPACE Share within
30 (thirty) days of receipt of the Quarterly Statement.
	 
	6.4	 	For the avoidance of doubt, in the event that a Party overpays any monies thought to be due and payable to the other Party in
accordance with clause 6.1 above in respect of the last Quarter of the Term, such overpayment will be returned to such Party in a
timely and efficient manner. Likewise, in the event that a Party underpays any monies thought to be due and payable to Celador in
the last Quarter of the Term in accordance with clause 6.1 above in respect of the last Quarter of the Term, the other Party shall
make payment of the outstanding amounts associated therewith within 30 (thirty) days of the end of the last Quarter.
	 
	6.5	 	All payments by MACROSPACE and/or Celador hereunder shall be in the currency stated in this Agreement being United Kingdom
sterling and shall be made free and clear and without deductions based n any currency control restrictions, import duties, or any
sales, use, value add or other taxes or withholdings. All payments shall be made to the bank account stated in clause 6.2 above or
such other bank account as duly advised by each Party to the other Party in writing.
	 
	7	 	Warranties and Intellectual Property Rights Indemnity
	 
	7.1	 	Subject to clause 7.2 below Celador hereby warrants and undertakes that it has full right, title and authority to enter into
this Agreement and to grant to MACROSPACE the Rights granted hereunder.
	 
	7.2	 	Celador gives no warranty as to the Local Series Titles or the Format;
	 
	7.3	 	MACROSPACE hereby warrants and undertakes that, for the
duration of the relevant Term:






	 	(a)	 	it has full right, title and
authority to enter into this Agreement and
perform its obligations hereunder;
	 
	 	(b)	 	it will not do any act or thing that
will or might infringe the rights granted to
it hereunder or any other rights whether
proprietary, personal or moral of any third
party in the performance of its obligations
hereunder;






 





	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the
Securities Act of 1933.






11









 






	 	(c)	 	it is a company duly organised and existing in good standing under the laws of
England with full power and authority to acquire the rights and licences granted
hereunder and to conduct its business;
	 
	 	(d)	 	this Agreement is executed as a deed on behalf of MACROSPACE by its duly
authorised representatives;
	 
	 	(e)	 	the Game will not infringe any intellectual property rights of any third party
nor give rise to any claims by any third party for payment or compensation pursuant
to any legal right or entitlement (whether in time as at the date hereof of any time
hereafter).
	 
	 	(f)	 	It shall carry out its obligations under this Agreement conscientiously with
all due diligence and reasonable sill and care, including but not limited to good
practice in the mobile gaming industry and shall not act in a way which shall impair
of put in jeopardy the operation of the MNO’s and/or WSP’s platform in the Territory;
	 
	 	(g)	 	The Game will provide the facilities and functions and otherwise operate in
accordance with the Specification;
	 
	 	(h)	 	The Game will be virus free, and free from logic bombs, Trojan horses and/or
any other items of software which would disrupt the proper operation of the MNO’s
and/or WSP’s platforms or any mobile device; and
	 
	 	(i)	 	The Game will be free from defects in materials, design and workmanship;






	7.4	 	MACROSPACE will indemnify and hold harmless Celador against all actions, suits, proceedings, claims,
demands, expenses (including without limitation legal costs and expenses), damages and liabilities of whatsoever nature
arising out of or in connection with any claim by any third party that the operation, possession or use of the Game by an MNO
and/or WSP in the Territory infringes any intellectual property and/or proprietary rights of whatsoever nature (including without
limitation any patent, copyright, registered design or trade marks rights) of the said third party.
	 
	7.5	 	MACROSPACE will indemnify and hold harmless Celador against all actions, suits, proceedings, claims,
demands, expenses (including without limitation legal costs and expenses) damages and liabilities of whatsoever nature arising
out of or in connection with MACROSPACE’s breach of this Agreement or any of the representations and warranties contained herein.
	 
	8	 	Intellectual Property Rights
	 
	8.1	 	MACROSPACE acknowledges that all copyright, trade marks, design rights and all other IPR in the Format, the Programme, the
Local Series Titles, the Local Series Logos, and the Content and all visual elements thereof are the exclusive property of
Celador.
	 
	8.2	 	MACROSPACE will not, by virtue of the licences granted hereunder, acquire any right, title or interest in the Content (or
any non-English language variants or phonetic approximations thereof as applicable), the Format, the Programme, the Local Series
Titles, or the Local Series Logos.
	 
	8.3	 	Title to all the Intellectual Property Rights in the Game and the Source Code (save for those rights relating to the Format
and/or the Content as included in the Game will be the absolute property of and will vest and remain vested in MACROSPACE.
MACROSPACE hereby grants to Celador, subject to the terms and conditions of this Agreement, an exclusive licence to use and/or
exploit the Game for any purpose as required for the duration of the Term in the Celador Territories. The Source Code shall be
held in escrow by the National Computing Centre in Manchester. Both Parties undertake to enter the Escrow Agreement with the
chosen escrow agent substantially in the form attached as Schedule 7 within 30 (thirty) days of execution of this Agreement.





12









 





	8.4	 	In consideration of the rights granted to MACROSPACE hereunder by Celador and of the MACROSPACE Share,
MACROSPACE hereby assigns and grants to Celador (such assignment to be effective immediately and where appropriate
by way of present assignment of future copyright) the entire copyright and all other IPR absolutely throughout the
universe for the full period of copyright including any extensions, revivals, reversions and renewals and
thereafter in so far as possible in perpetuity in any reproduction, adaption, alteration or addition to the Format
or the Content or rights arising by virtue of MACROSPACE’s exercise of the rights granted under this Agreement of
whatever nature, however substantial or insubstantial and every element and part thereof.
	 
	8.5	 	MACROSPACE hereby undertakes to immediately bring to the attention of Celador any actual or threatened infringement
or other improper or wrongful use in each of the MACROSPACE Territories or any of the rights granted hereunder or
of any passing off of the IPR owned and/or controlled by Celador or any act of unfair competition which may come to
its notice or any actual or threatened action in respect of the
rights granted hereunder (the “Claims”). MACROSPACE
shall not be entitled to defend or otherwise such Claims without Celador’s prior written consent. Furthermore,
MACROSPACE agrees to assist Celador in protecting such rights in whatever way Celador shall reasonably request and
shall in particular allow Celador, subject to the provision of acceptable indemnities to commence and prosecute
infringements, suits or other litigation in the name of Celador or to join MACROSPACE as a party to such
proceedings.
	 
	9.	 	Representatives
	 
	9.1	 	MACROSPACE shall appoint a designated representative (and an alternative representative) with
authority to represent and legally bind MACROSPACE on all matters in connection with this Agreement. MACROSPACE’s
representative shall be the prime contact point for Celador and shall have responsibility for monitoring
MACROSPACE’s performance involvement in the Game under this Agreement. MACROSPACE shall ensure that its
representative (or the alternative representative) is available on Business Days to consult with the staff, agents
and/or other licensees of Celador.
	 
	9.2	 	The Parties shall meet at regular intervals as mutually agreed between the Parties during the Term to discuss
the Game and its usage.
	 
	10.	 	Data
	 
	 	 	Both Parties agree that the Usage Information and all data (including, but not limited to personal data)
collected by MACROSPACE as a result of the operation of the Game during the relevant Term in the MACROSPACE
Territories shall be owned jointly by both Parties.
	 
	11.	 	Music 
	 
	11.1	 	
               If with the prior written agreement of Celador music of any kind other than that contained in the Music
Package is used in or in connection with the Marketing Activities by the MNO and/or WSP in MACROSPACE Territories,
use of such music shall be subject to the prior written approval of Celador.
	 
	11.2	 	MACROSPACE shall be solely responsible for:






	 	11.2.1	 	The obtaining of all clearances
and for the payment of all fees and
royalties (including the submission of
duly completed music cue sheets) due to
the relevant collection societies in
the MACROSPACE Territories in respect
of mechanical and performing rights for
the utilization of the Music Package in
respect of the Marketing Activities;
	 
	 	11.2.2	 	the payment of the Music Royalty
due to Celador’s music publisher Lusam
Music Limited in respect of the use of
music contained in the Music Package to
Celador





13









 





	 	 	 	directly to Lusam Music Limited in respect of Synchronisation
as set out in the Music Synchronisation Licence; and
	 
	 	11.2.3	 	the obtaining of all clearances and for the payment of all
fees and royalties (including the submission of duly completed
music cue sheets) due to the relevant collection societies in
respect of other music (not included in the Music Package) used by
the MNO and/or the WSP’s in accordance with clause 11.1 in its
performance of the Marketing Activities in the MACROSPACE
Territories.






	12.	 	Confidentiality
	 
	12.1	 	At all times during the Term and thereafter, each party shall use the other
party’s Confidential Information for the purpose of performing its obligations and exercising
its rights under this Agreement only and shall refrain from disclosing, making commercial or
other use of, giving or selling to any person, firm or corporation any Confidential
Information of the Disclosing Party unless it:






	 	12.1.1	 	has the prior written consent of the Disclosing Party; or
	 
	 	12.1.2	 	is required to do so pursuant to applicable law (and
then only if it has given the Disclosing Party prompt written
notice of the legal compulsion and co-operated with the
Disclosing Party in any attempt to gain a protective order).






	12.2	 	Each Party shall ensure that any third party, employee, agent or sub-contractor who requires access to any
Confidential Information of the other party is aware of and will abide by the confidentiality obligations hereunder.
	 
	12.3	 	Neither Party shall make any statement (whether oral or in writing) in any press release, external
advertising, marketing or promotional materials regarding this Agreement, the other party or its services unless:






	 	12.3.1.1	 	it has received the express prior written consent of the other Party, which will not be unreasonably
withheld or delayed; or
	 
	 	12.3.1.2	 	it is required to do so by law or any other regulation.






	 	 	Notwithstanding the foregoing, materials that are substantially identical to those previously approved need not
be submitted for re-approval.
	 
	12.4	 	Upon termination of this Agreement, each Party’s rights to possess and use the Confidential Information of
the other Party in connection with the performance of its obligations hereunder or otherwise shall terminate and each Party
will, if so requested by the other, immediately deliver to that other Party all copies of that other Party’s Confidential
Information in that Party’s (or that Party’s agent’s or sub-contractor’s) possession, custody or control and all copies
thereof, in whatever form or medium and certify in writing that it has fulfilled its obligations under this clause 12.4.
	 
	12.5	 	Each Party shall indemnify and hold the other harmless from any damages, expenses, costs (including legal
costs and fees), claims and/or demands which the other may suffer or sustain as a result of any breach of this clause 12 by
either Party.
	 
	13.	 	Assignment 
	 
	13.1	 	
              MACROSPACE shall not assign, sublicense or otherwise transfer this Agreement or any of its rights or
obligations hereunder either wholly or in part except as expressly provided hereunder or as duly approved by Celador in writing
in advance.




14









 












	 	14.	 	Liability
	 
	 	14.1	 	Nothing in this Agreement shall limit either party’s liability in respect of any claims:






	 	14.1.1	 	for death or personal injury caused by the negligence of such party;
	 
	 	14.1.2	 	resulting from any fraud including without limitation fraudulent
misrepresentation made by such party; or
	 
	 	14.1.3	 	for which liability may not otherwise lawfully be limited or excluded.






	 	15.	 	Termination
	 
	 	15.1	 	Celador shall be entitled to terminate this entire Agreement forthwith by notice in writing to MACROSPACE if
MACROSPACE:
	 
	 	15.1.1	 	commits any material or persistent breach of any of its obligations
hereunder, and (in the case of a breach capable of being remedied) shall
have failed, within 14 (fourteen) days after the receipt of a written
request from Celador so to do, to remedy the breach;
	 
	 	15.1.2	 	is in breach of the provisions of the Music Synchronisation Licence;
	 
	 	15.1.3	 	Save with respect to the proposed merger of
Macrospace with
Sorrent Inc., undergoes any change of control
(“control” meaning the
power to direct the affairs of a company directly or indirectly, whether by
contract, ownership of shares or otherwise);
	 
	 	15.1.4	 	passes a resolution for winding up (otherwise than for the purpose of
a bona fide scheme of solvent amalgamation or reconstruction) or a court of
competent jurisdiction shall make an order to that effect;
	 
	 	15.1.5	 	make any voluntary arrangement with its creditors or become
subject to an administration order;
	 
	 	15.1.6	 	has a receiver, manager, administrative receiver, administrator,
liquidator or similar officer appointed over or in respect of it or over or
in respect of any part of its undertaking or assets; or
	 
	 	15.1.7	 	fails to pay its debts as and when they fall due or ceases and/or
threatens to cease to carry on business; or
	 
	 	15.1.8	 	anything analogous to any of the above.






	15.2	 	Upon expiry of the first 12 (twelve) months of the Term, either Party may
terminate this Agreement upon provision of 3 (three) months notice to the other Party.
	 
	15.3	 	In the event that Celador terminates this Agreement pursuant to clause 15.1 or either
Party terminates this Agreement pursuant to clause 15.2, all rights granted hereunder by a Party
shall immediately and automatically revert to that Party, MACROSPACE shall procure the immediate
cessation of Marketing Activities in the MACROSPACE Territories by the MNO and/or the WSP’s,
including, but not limited to the issue of any Marketing Materials or other promotional materials
concerning the Game in any of the MACROSPACE Territories. MACROSPACE shall return the Content and
any copies thereto to Celador within 5 (five) Business Days and shall make no reference to the Game
(other than to announce its termination, and any such announcement to be subject to the prior
written approval of Celador). In addition, upon expiry and/or termination of this Agreement for
any reason whatsoever MACROSPACE shall not distribute or provide the Game to any other MNO or WSP
or develop and/or distribute any other game which includes or is based on the Format. Celador
shall, upon expiry and/or termination of this Agreement cease distribution of the Game in the
Celador Territories.







15









 







	15.4	 	Termination of this Agreement for any reason shall not affect any provision in this
Agreement designed or expressed to survive termination, including but not limited to clauses 8.4, 10,
12, 14 and 17.8.
	 
	15.5	 	If an event beyond the reasonable control of the relevant party (not being an event
described in clause 15.1 and/or 15.2 above) frustrates either Celador or MACROSPACE from fulfilling
its obligations hereunder such party shall not be considered to be in breach of this Agreement but if
such event persists for (3) three months or longer, this Agreement shall be terminable at the option
of the other party at its sole and absolute discretion.






	 	16.	 	Notices
	 
	 	16.1	 	Any notice or other communication given or made by either party under or in
connection with any matter contemplated by this Agreement shall be made in writing and shall be
addressed as provided in this clause 16 and, if so addressed, shall be deemed to have been duly given
or made as follows:
	 
	 	16.1.1	 	if sent by personal delivery, upon delivery at the address of the relevant party;
	 
	 	16.1.2	 	if sent by first class post, (2) two full Business Days after the date of posting; and
	 
	 	16.1.3	 	if sent by facsimile, when successfully despatched.
	 
	 	16.2	 	Unless notification to the contrary is given by the relevant party as specified
above, the relevant addressee and facsimile number of the Parties for the purposes of this Agreement
are:





	 	 	 	 	 
	 

	 	Celador:
	 	The address which first appears above and facsimile no:
	 

	 	 	 	+44 (0) 207 845 6976
	 

	 	 	 	marked for the attention of ***** and the Head of Legal
	 
	 	 	 	 
	 

	 	MACROSPACE
	 	The address which first appears above and facsimile no:
	 

	 	 	 	+44 (0) 207 368 1133
	 

	 	 	 	marked for the attention of *****







	 	17.	 	General
	 
	 	17.1	 	This Agreement forms the entire agreement between the Parties relating to the
subject matter hereof. It supersedes any previous agreement (whether written, oral or implied)
between MACROSPACE and Celador relating to the subject matter of this Agreement and, from the date of
this Agreement, the Parties agree that no claim shall arise in respect of any superseded agreement.
	 
	 	17.2	 	Any variation of this Agreement shall be binding only if it is recorded in writing
signed by both Parties.
	 
	 	17.3	 	This Agreement does not create or confer any rights or benefits enforceable by any
person not a party to it (within the meaning of the Contracts (Rights of Third Parties) Act 1999).
	 
	 	17.4	 	No failure or delay on the part of any party to exercise any right of remedy under
this Agreement shall be construed or operated as a waiver thereof nor shall any single or partial
exercise of any right of remedy be construed as such. The rights and remedies provided in this
Agreement are cumulative and are not exclusive of any rights or remedies provided by law.
	 
	 	17.5	 	In order that the payments, Quarterly Statements and reports provided by each of
the Parties to the other party under this Agreement may be verified, both Parties shall keep complete
and accurate books and records. Each Party shall permit its books and records to be inspected and
audited from time to time upon reasonable notice or upon





 





	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the
Securities Act of 1933.





16









 






	 	 	 	request by the other Party no more than twice during the Term at the expense of the party
requesting the audit by a representative of the Party requesting the audit or by an independent
certified public accounted appointed by such Party. Reimbursement of an underpayment or overpayment
revealed by an audit conducted under this clause 17.5 is to be dealt with by the Parties in accordance
with clause 6.4 above. If the deficit of payment if 10% (ten) per cent or greater in favour of the
Party requesting the audit, such party shall be entitled to the reasonable costs of conducting the
audit from the Party who is the subject of the audit.
	 
	 	17.6	 	In the event that any provisions in this Agreement shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the remaining provisions of this Agreement.
	 
	 	17.7	 	This Agreement may be executed in any number of counterparts, each of which shall
be deemed an original but all the counterparts together shall constitute one and the same agreement.
	 
	 	17.8	 	This Agreement shall not be deemed to constitute an agency, a partnership or a
joint venture between the Parties and neither party shall hold itself as the agent of the other except
as expressly provided in this Agreement.
	 
	 	17.9	 	MACROSPACE undertakes to do any other act or thing or enter into any documentation
which celador may reasonably require in order to give effect to the provisions of this Agreement.
	 
	 	17.10	 	Both Parties undertake to complete the Schedules within 30 (thirty) days of
execution of this Agreement.
	 
	 	17.11	 	This Agreement is governed by and construed in accordance with English law and the
Parties irrevocably submit to the exclusive jurisdiction of the English courts to settle any disputes
which may arise out of or in connection with this Agreement.




In witness whereof the Parties have caused this Agreement to be executed as a deed on the day
first above written.





17










 





Schedule 1




MACROSPACE Territories




Part A — The Territory




Part B — The Local Series




Part C — The Local Series Title




Part D — The Local Series Logo




Part E — The Language




Part F — The Specification (including Service Level Agreement)




Part G — Launch Date




18









 





Schedule 2




The Celador Territories




Part A — The Territory




Part B — The Local Series




Part C — The Local Series Title




Part D — The Local Series Logo




Part E — The Language




Part F — The Specification (including Service Level Agreement)




Part G — Launch Date




19









 





Schedule 3




Prohibited Territories




France




Australia




New Zealand




USA




Mexico




Canada




Peru




Indonesia




Japan




Germany (until 28th February 2005)




China




20









 





Schedule 4




Time Table





21










 





Schedule 5




Prohibited Carriers’s




Vodafone Group





22









 








Schedule 6




Music Synchronisation Licence




THIS AGREEMENT is made the 8th day of December 2004



BETWEEN:





	(1)	 	Lusam Music Limited whose registered office is at 39 Long Acre, London, WC2E 9JT and is
registered in England with company number 03918219 (hereinafter the “Publisher”); and






	(2)	 	Macrospace Limited whose registered office is at Priory House, 6 Wrights Lane, London W8 6TA,
United Kingdom and is registered in England with company number 4223253 (hereinafter the
“Licensee”).





IT IS HEREBY AGREED AS FOLLOWS:



All capitalised terms herein, save for as those defined below, shall have the meanings ascribed in
the Wireless Games Agreement between the Licensee and Celador (the “Agreement”) of even date to
this Music Synchronisation Licence (the “Licence”), of which this Licence is a Schedule.





	1.	 	Definitions





	 	 	 
	“New Editions”

	 	as defined in the Agreement;
	 
	 	 
	“Media”

	 	radio, television, the internet and any further media as
	 
	 	 
	 

	 	agreed by the Publisher in writing in advance;
	 
	 	 
	“Music Package”

	 	as defined in the Agreement;
	 
	 	 
	“Music
Royalty” a fixed royalty of an amount representing *****% (***** per cent) of
Net Revenue in respect of the MACROSPACE Territories which shall be payable by the
Licensee in accordance with the provisions of the Agreement;

	 
	 	 
	“Synchronisation”

	 	as defined in the Agreement;
	 
	 	 
	“Term”

	 	as defined in the Agreement;
	 
	 	 
	“MACROSPACE Territories”

	 	as defined in the Agreement,
	 
	 	 
	“Territory”

	 	as defined in the Agreement.






 





*****  The omitted portions of this exhibit have been filed with the
Securities and Exchange Commission pursuant to a request for
confidential treatment under Rule 406 promulgated under the
Securities Act of 1933.



23









 






	2.	 	Rights
	 
	2.1	 	In consideration of and subject to the payment by the Licensee to the Publisher of the Music
Royalty the Publisher hereby grants to the Licensee the following non- exclusive rights
during the Term:






	 	(a)	 	the right to synchronise or otherwise use the Music Package
in or with the Game and/or the New Editions in the Territory;
	 
	 	(b)	 	the right to issue to the public copies of the Game and/or
the New Editions which contain or with which the Music Package is synchronised in whole or in part and to
advertise the same including the use of extracts of the Music Package in the Media by
way of the Marketing Activities in the MACROSPACE Territories; and
	 
	 	(c)	 	the right to reproduce the Music Package for the purposes in sub-clauses (a) and (b) above.






	2.2	 	For the avoidance of doubt and without limitation, unless the contrary is expressly stated
nothing herein:






	 	(a)	 	shall permit the Licensee or any subcontractor to alter, re-record or parody the
Music Package; and/or
	 
	 	(b)	 	shall give the Licensee or any subcontractor any rights other than in the Music
Package as prescribed herein; and/or
	 
	 	(c)	 	shall give the Licensee or any subcontractor the right to use the Music Package
and/or the master recording in the same other than as part of the Game and/or the New
Editions, nor to manufacture, sell and/or use sound recordings embodying the Music
Package separately or other than for purposes set out in clause 2.1 of this Licence
above.






	2.3	 	The rights granted herein are subject to the rights of the relevant performing right and
mechanical copyright protection societies or succeeding or equivalent societies within the
relevant MACROSPACE Territories and the Licensee shall or shall procure that all necessary
returns and payments are properly and accurately made and submitted.






	2.4	 	All rights not expressly granted to the Licensee hereunder are reserved to the Publisher and
the Licensee acknowledges and confirms that it has no copyright interest or other proprietary
interest in the Music Package.






	2.5	 	All Music Royalties due to the Publisher hereunder shall be paid punctually to Lusam and in
the event of late payment shall bear interest at 4% above the base
rate of Barclays Bank Plc
for the time being from the date that such payment became due and until such payment is made
by the Licensee in accordance with the provisions of the Agreement.





24









 






	3.	 	Publisher’s Warranties






	3.1	 	The Publisher represents and warrants that it is fully entitled to grant the licence herein
to the Licensee and owns and/or controls all necessary rights in the Music Package in order to
do so.






	3.2	 	The Publisher agrees to indemnify and hold the Licensee harmless from any claim made with
respect to the Licensee’s use of the Music Package in accordance with this Licence.






	4.	 	Licensee’s Warranties
	 
	4.1	 	The Licensee hereby warrants and undertakes that:






	 	(a)	 	the Music Package and the original master recording in relation to the same shall
not be used for any purposes separately from and/or independently of the production,
exploitation or publicity of the Game and/or the New Editions;
	 
	 	(b)	 	it shall not incorporate the Music Package and the original master recording in
relation to the same or attempt to incorporate the Music Package or permit to allow
others to do so, in or on a record as the same is more particularly defined in the
Copyright Designs and Patents Act 1988;
	 
	 	(c)	 	it shall not alter the fundamental character of the Music Package and/or the
lyrics of the Music Package without the Licensor’s prior written consent.






	4.2	 	The Licensee shall indemnify the Publisher against any and all claims, costs, proceedings,
demands, losses, damages, or expenses resulting from or by reason of any breach of any of the
representations, warranties, agreements and undertakings made by the Licensee herein.






	5.	 	Statement of Accounts






	5.1	 	The Licensee shall render full and complete quarterly statements of account to the Publisher
in accordance with the provisions of clause 6 of the Agreement save that payment of the Music
Royalty shall be invoiced by the Publisher and paid by the Licensee to the Publisher direct.
The bank details for Lusam Music Limited are as follows: ***** Sort Code ***** Account number ***** Account Name
*****.






	6	 	Breach






	6.1	 	Notwithstanding the definition of the Term herein, without prejudice to its other rights and
remedies, the Publisher may terminate this Agreement forthwith by notice in writing in the
event that the Licensee commits a material breach of the terms and conditions of this Licence,
or persistent breach, whether material or not, of any of its obligations, warranties or
representations contained herein and fails to remedy the same (if capable of remedy) within
fourteen (14) days of being given notice so to do. In the event of such termination any
exploitation of the New Editions after the date of the breach shall be deemed to have been
without authorised licence.






	6.2	 	This Licence shall also terminate if the Agreement is terminated pursuant to the provisions
of the Agreement.






 





	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the
Securities Act of 1933.






25









 





Signed as a deed by for and on behalf of Lusam Music Limited




	 	 	 	 	 
	By:

	 	/s/ Paul Smith
	 	(Director)
	 

	 	 	 	 
	Print Name: Paul Smith	 	 
	Title: Director	 	 
	 
	 	 	 	 
	By :

	 	/s/ Stephen Dover
	 	Director / Secretary)
	 

	 	 	 	 
	Print Name: STEPHEN DOVER	 	 
	Title: DIRECTOR	 	 
	 
	 	 	 	 
	For and on behalf of Macrospace Limited	 	 
	 
	 	 	 	 
	By:

	 	/s/ Shukri Shammas
	 	(Director)
	 

	 	 	 	 
	Print Name: SHUKRI SHAMMAS	 	 
	Title: MANAGING DIRECTOR	 	 
	 
	 	 	 	 
	By:

	 	/s/ Tareq Naqib
	 	(Director/Secretary)
	 

	 	 	 	 
	Print Name: TAREQ NAQIB	 	 
	Title: FINANCE DIRECTOR	 	 






26









 





Schedule 7




Escrow Agreement




REMAINDER OF PAGE LEFT BLANK INTENTIONALLY




27









 





Single Licensee




	 	 	 	 	 	 	 	 	 	 	 
	Escrow
Agreement No: 33105 Dated: 2 MAR 2005

	 	 
	 	






Escrow Agreement Between:





	(1)	 	MACROSPACE LIMITED whose registered office is at 58-60 Berners Street, London, WIT 4JS
(CRN:04223253 ) (“the Owner”);






	(2)	 	CELADOR INTERNATIONAL LIMITED whose registered office is at 39 Long Acre Lane, London,
WC2E 9LG (CRN:02719242 ) (“the Licensee”) and






	(3)	 	NCC ESCROW INTERNATIONAL LIMITED whose registered office is at Manchester Technology Centre,
Oxford Road, Manchester M1 7EF, ENGLAND (CRN: 3081952) (“NCC Escrow”).





Preliminary:





	(A)	 	The Licensee has been granted a licence to use a software package comprising computer programs.






	(B)	 	Certain technical information and documentation relating to the software package is the
confidential property of the Owner and in the circumstances provided for in this Agreement
would be required by the Licensee for understanding, maintaining, modifying and correcting the
software package in order to give continued effect to the Licensee’s rights under the Licence
Agreement.






	(C)	 	The Owner acknowledges that upon the occurrence of any of the Release Events of this
Agreement, the Licensee may require possession of and a right to use the technical information
and documentation to be deposited with and held by NCC Escrow under this Agreement.






	(D)	 	Each of the Parties acknowledges that the consideration for their respective undertakings
under this Agreement are the undertakings and obligations agreed to by each of the Parties
hereunder.





It is agreed that:





	1	 	Definitions






	 	In this Agreement the following terms shall have the following meanings:
	 
	 	1.1	 	“Agreement” means the terms and conditions of this escrow agreement set out
below, the Schedules and Appendix A hereto and the Order Form.
	 
	 	1.2	 	“Confidential Information” means all tangible and intangible information
designated as confidential by any party in writing together with all other information
which may reasonably be regarded as confidential.
	 
	 	1.3	 	“Full Verification” means the tests and processes constituting NCC Escrow’s Full
Verification service and/or such other tests and processes as may be agreed between the
parties for the verification of the Material.
	 
	 	1.4	 	“Independent Expert” means a suitably qualified solicitor or barrister.
	 
	 	1.5	 	“Integrity Testing” means those tests and processes forming NCC Escrow’s
Integrity Testing service, in so far as they are applicable to the Material.
	 
	 	1.6	 	“Intellectual Property Rights” mean any copyright, patent, design patent,
registered designs, design rights, utility models, trademarks, service marks, an
application for any of these or the right to apply for the same, trade secrets, know
how, database rights, moral rights, confidential information, trade or business names,
domain names, and any other rights of a similar nature including industrial and
proprietary rights and other similar protected rights in any country and any licences
under or in respect of such rights.
	 
	 	1.7	 	“Licence Agreement” means the agreement under which the Licensee was granted rights to
the Package.
	 
	 	1.8	 	“Material” means the Source Code of the Package and such other materials and
documentation (including updates and upgrades thereto and new versions thereof) as are
necessary to comply with clause 2 hereof.
	 
	 	1.9	 	“Order Form” means the order placed with NCC Escrow for the set up of this Agreement.
	 
	 	1.10	 	“Package” means the software package and any updates, upgrades or new versions
thereof licensed to the Licensee under the Licence Agreement and referred to in Schedule 1.
	 
	 	1.11	 	“Source Code” means the computer programming code of the Package in human readable form.






	2	 	Owner’s Duties and Warranties






	 	2.1	 	The Owner shall:






	 	2.1.1	 	deliver a copy of the Material to NCC Escrow within 30 days of the date of this Agreement;
	 
	 	2.1.2	 	at all times ensure that the Material as delivered to NCC Escrow is
capable of being used to generate the latest version of the Package
issued to the
Licensee and shall deliver to NCC Escrow further copies of the Material as and
when necessary;
	 
	 	2.1.3	 	deliver to NCC Escrow a replacement copy of the Material within 12
months of the last delivery to ensure the integrity of the Material media;
	 
	 	2.1.4	 	deliver a replacement copy of the Material to NCC Escrow within 14
days of receipt of a notice served upon it by NCC Escrow under the provisions of
clause 4.1.5;





1









 





			
	 	 	 
	© The NCC Group Limited
2002
	 	SL







	 	2.1.5	 	deliver with each deposit of the Material the following information:






	 	2.1.5.1	 	details of the deposit including full name (original name as set out
under Schedule 1 together with any new names given to the Package by the
Owner) and version details, media type, backup command/software used,
compression used, archive hardware and operating system details; and
	 
	 	2.1.5.2	 	password/encryption details required to access the Material;






	 	2.1.6	 	deliver with each deposit of the Material any of the following
technical information (where applicable):






	 	2.1.6.1	 	documentation describing the procedures for building, compiling and
installing the software, including names and versions of the development
tools;
	 
	 	2.1.6.2	 	software design information (e.g. module names and functionality); and
	 
	 	2.1.6.3	 	name and contact details of employees with knowledge of how to maintain
and support the Material; and






	 	2.1.7	 	deposit (at the request of the Licensee) a backup copy of the object
code of any third party software package required to access, install, build or
compile or otherwise use the Material.






	 	2.2	 	The Owner warrants:






	 	2.2.1	 	on its own behalf and on behalf of each and every director of the
Owner, that it owns the Intellectual Property Rights in the Material (other than
any third party object code referred to in clause 2.1.7) or in respect of any
Source Code forming part of the Material that it does not own, it has been granted
valid and ongoing rights under licence by the third party owner(s) thereof to deal
with such Source Code in the manner anticipated under this Agreement and that the
Owner has the express authority of such third party owner(s) to deposit the same
under this Agreement as evidenced by signed letter(s) of authorisation in the form
set out in Appendix A, to be provided to NCC Escrow prior to or no later than at
the time of such deposits;
	 
	 	2.2.2	 	that in entering into this Agreement, it is not in breach of any of
its ongoing express or implied obligations to any third party(s);
	 
	 	2.2.3	 	that the Material lodged under clause 2.1 shall contain all
information in human-readable form (except for any third party object codes) and
on suitable media to enable a reasonably skilled programmer or analyst to
understand, maintain, modify and correct the Package; and
	 
	 	2.2.4	 	that in respect of any third party object code that the Owner at its
option or at the request of the Licensee, deposits with NCC Escrow under this
Agreement in conjunction with the Material, that it has full right and authority
to do so.






	3	 	Licensee’s Responsibilities and Undertakings






	 	3.1	 	It shall be the responsibility of the Licensee to notify NCC Escrow of any change
to the Package that necessitates a replacement deposit of the Material.
	 
	 	3.2	 	In the event that the Material is released under clause 6, the Licensee shall
keep the Material confidential and shall:






	 	3.2.1	 	use the Material only for the purpose of understanding, maintaining,
modifying and correcting the Package exclusively on behalf of the Licensee or to
such greater extent as is permitted under the Licence Agreement;
	 
	 	3.2.2	 	not disclose the Material to any person save such of its employees
or contractors who need to know the same in order to understand, maintain, modify
and correct the Package exclusively on behalf of the Licensee or as permitted
under the Licence Agreement. In that event the Licensee shall ensure that its
employees and contractors are bound by the same confidentiality obligations as are
contained in this clause 3.2;
	 
	 	3.2.3	 	hold all media containing the Material in a safe and secure environment when not
in use; and
	 
	 	3.2.4	 	forthwith destroy the same should the Licensee cease to be
entitled to use the Package.






	 	3.3	 	In the event that the Material is released under clause 6, it shall be the
responsibility of the Licensee to obtain the necessary licences to utilise the object
code of any third party material deposited by the Owner pursuant to clause 2.1.7.






	4	 	NCC Escrow’s Duties






	 	4.1	 	NCC Escrow shall:






	 	4.1.1	 	hold the Material in a safe and secure environment;
	 
	 	4.1.2	 	upon receipt of any deposit of the Material, apply the Integrity
Testing to the Material in accordance with clause 9;
	 
	 	4.1.3	 	inform the Owner and the Licensee of the receipt of any deposit of
the Material by way of a copy of the Integrity Testing report or Full Verification
report (as the case may be) generated from the testing carried out
under clause 9;
	 
	 	4.1.4	 	at all times retain a copy of the latest verified deposit of the Material; and
	 
	 	4.1.5	 	notify the Owner and the Licensee if it becomes aware at any time
during the term of this Agreement that the copy of the Material held by it has
been lost, damaged or destroyed.






	 	4.2	 	NCC Escrow shall not be responsible for procuring the delivery of the Material in
the event of failure by the Owner to do so, but NCC Escrow may at its sole discretion
notify the Licensee of the Owner’s failure to deposit any Material under this Agreement.
	 
	 	4.3	 	NCC Escrow may appoint agents, contractors or sub-contractors as it deems fit to
carry out the Integrity Testing and the Full Verification and NCC Escrow shall ensure
that such agents, contractors or sub- contractors are bound by the same confidentiality
obligations as are contained in clause 7.






2









 





			
	 	 	 
	© The NCC Group Limited 2002
	 	SL







	 	4.4	 	NCC Escrow shall have the right to make such copies of the Material as may be necessary
solely for the purposes of this Agreement and all such copies shall be destroyed following termination
of this Agreement or returned to the Owner at its request.






	5	 	Payment






	 	5.1	 	The parties shall pay NCC Escrow’s standard fees and charges as published from
time to time or as otherwise agreed, in the proportions set out in Schedule 2. NCC
Escrow’s fees as published are exclusive of value added tax.
	 
	 	5.2	 	NCC Escrow shall be entitled to review and vary its standard fees and charges for
its services applicable under this Agreement from time to time but no more than once a
year upon 45 days notice to the parties.
	 
	 	5.3	 	All invoices are payable within 30 days from the date of invoice. NCC Escrow
reserves the right to charge interest in respect of the late payment of any sum due
under this Agreement (as well after as before judgement) at the rate of 2% per annum
over the prevailing base rate of the HSBC Bank Plc accruing on a daily basis from the
due date therefor until full payment.






	6	 	Release Events






	 	6.1	 	Subject to the provisions of clauses 6.2 and 6.3 and upon receipt of its release
fee and any other fees outstanding under this Agreement, NCC Escrow will release the
Material to a duly authorised officer of the Licensee if any of the following events
(“Release Event(s)”) occur:






	 	6.1.1	 	the Owner enters into any company voluntary arrangement or
individual voluntary arrangement or (being a company) enters into liquidation
whether compulsory or voluntary (other than for the purposes of solvent
reconstruction or amalgamation) or has a receiver or administrative receiver
appointed over all or any part of its assets or undertaking or an Administration
Order is made or (being an individual or partnership) becomes or is adjudicated
bankrupt, or an event occurs within the jurisdiction of the country in which the
Owner is situated which has a similar effect to any of the above events in the
United Kingdom; or
	 
	 	6.1.2	 	the Owner ceases to carry on business; or
	 
	 	6.1.3	 	the Owner assigns its rights in the Intellectual Property Rights in
the Material and the assignee fails within 60 days of such assignment to offer the
Licensee substantially similar protection to that provided by this Agreement
without significantly increasing the cost to the Licensee; or
	 
	 	6.1.4	 	the Owner is in material breach of its obligations as to maintenance
or modification of the Package under the Licence Agreement or any maintenance
agreement entered into in connection with the Package and has failed to remedy
such default notified by the Licensee to the Owner within a reasonable period.






	 	6.2	 	The Licensee must notify NCC Escrow of the Release Event(s) specified in clause
6.1 by delivering within one month of the date of actual knowledge of the Release Event
to NCC Escrow a statutory or notarised declaration (“the Declaration”) made by an
officer of the Licensee declaring that such Release Event has occurred, setting out the
facts and circumstances of the Release Event and that the Licence Agreement and any
maintenance agreement, if relevant, for the Package was still valid and effective up to
the occurrence of such event and exhibiting such documentary evidence in support of the
Declaration as NCC Escrow shall reasonably require.






	 	6.3	 	Upon receipt of a Declaration from the Licensee claiming a
Release Event under clause 6.1:






	 	6.3.1	 	NCC Escrow shall submit a copy of the Declaration to the Owner by
courier or equivalent type of post; and
	 
	 	6.3.2	 	unless within 14 days after the date of despatch the Owner delivers
to NCC Escrow a counter- notice signed by a duly authorised officer of the Owner
stating that no such Release Event has occurred, or that the breach giving rise to
the Release Event has been rectified as shown by documentation in support thereof






	 	 	 	NCC Escrow will release the Material to the Licensee.
	 
	 	6.4	 	Upon receipt of the counter-notice from the Owner under clause 6.3.2, NCC Escrow
shall send a copy of the counter-notice and any supporting evidence to the Licensee.
	 
	 	6.5	 	In the event of any dispute as to the occurrence of any of the Release Events or
disputes under clause 12.5, NCC Escrow shall notify the Owner and the Licensee of the
dispute and such dispute will then be referred by NCC Escrow to the Managing Director
for the time being of NCC Escrow to appoint an Independent Expert or if either the Owner
or the Licensee so requests apply to The Law Society or The Bar Council (or successor
bodies) for the appointment of an Independent Expert on behalf of the Owner and the
Licensee.
	 
	 	6.6	 	Within 5 working days of the appointment of the Independent Expert, the Owner and
the Licensee shall each provide full written submissions to the Independent Expert
together with all relevant documentary evidence in their possession in support of their
claim, whereupon the Independent Expert shall give a decision on the matter within 14
working days of the date of referral or as soon as practicable thereafter and shall send
that decision to the parties and NCC Escrow. The Independent Expert’s decision shall be
final and binding on all parties to this Agreement and shall not be subject to appeal to
a court in legal proceedings except in the case of manifest error.
	 
	 	6.7	 	If the Independent Expert’s decision is in favour of the Licensee, NCC Escrow is
hereby authorised to release and deliver the Material to the Licensee within 7 working
days of the decision being declared by the Independent Expert to the parties.
	 
	 	6.8	 	The parties hereby agree that the reasonable costs and expenses of the
Independent Expert shall be borne by the Owner (or its agent or any party acting on its
behalf) where the Independent Expert decides that the relevant Release Event(s) has
occurred, or the Licensee where the Independent Expert decides that the relevant Release
Event(s) has not occurred.





3









 





			
	 	 	 
	© The NCC Group Limited 2002
	 	SL







	 	6.9	 	Subject to clause 6.2 above for the avoidance of doubt, where clause 6.1.1 or 6.1.2
Release Events have been triggered, a subsequent remedy by the Owner will not invalidate the Licensee’s
right to apply to NCC Escrow for release of the Material unless the Licensee waives
its right in writing within one month from the date of knowledge of a Release Event.






	7	 	Confidentiality






	 	7.1	 	The Material shall remain the confidential property of the Owner and in the event
that NCC Escrow provides the Material to the Licensee, the Licensee shall be permitted
to use the Material only in accordance with clause 3.2.
	 
	 	7.2	 	NCC Escrow agrees to keep all Confidential Information relating to the Material
and/or the Package that comes into its possession or to its knowledge under this
Agreement in strictest confidence and secrecy. NCC Escrow further agrees not to make use
of such information and/or documentation other than for the purposes of this Agreement
and will not disclose or release it other than in accordance with the terms of this
Agreement, unless the parties should expressly agree otherwise in writing signed by the
authorised signatories of all parties to this Agreement.






	8	 	Intellectual Property Rights






	 	8.1	 	The release of the Material to the Licensee will not act as an assignment of any
Intellectual Property Rights that the Owner or any third party possesses in the
Material.
	 
	 	8.2	 	The Intellectual Property Rights in the Integrity Testing report and any Full
Verification report shall remain vested in NCC Escrow. The Owner and the Licensee shall
each be granted a non-exclusive non-transferable right and licence to use such report
for the purposes of this Agreement and their own internal purposes only.






	9	 	Integrity Testing and Full Verification






	 	9.1	 	NCC Escrow shall bear no obligation or responsibility to any party to this
Agreement or person, firm, company or entity whatsoever to determine the existence,
relevance, completeness, accuracy, operation, effectiveness, functionality or any other
aspect of the Material received by NCC Escrow under this Agreement.
	 
	 	9.2	 	Upon the Material being lodged with NCC Escrow, NCC Escrow shall apply its
Integrity Testing to the Material.
	 
	 	9.3	 	Any party to this Agreement shall be entitled to require NCC Escrow to carry out
a Full Verification. NCC Escrow’s prevailing fees and charges for the provision of the
Full Verification and all reasonable expenses incurred by NCC Escrow in carrying out the
Full Verification, shall be payable by the requesting party, save that if in the
reasonable opinion of the Managing Director of NCC Escrow based on the relevant test
report(5), the Material is substantially defective or incomplete in content, NCC
Escrow’s fees charges and expenses in relation to the Full Verification shall be paid by
the Owner.
	 
	 	9.4	 	Should the Material deposited fail to satisfy NCC Escrow’s Integrity Testing or
Full Verification tests under clauses 9.2 or 9.3, the Owner shall within 14 days of the
receipt of the notice of test failure from NCC Escrow, deposit such new, corrected or
revised Material as shall be necessary to ensure its compliance with its warranties and
obligations in clause 2. If the Owner fails to make such deposit of the new, corrected
or revised Material, NCC Escrow will issue a report to the Licensee detailing the
problem with the Material as revealed by the relevant tests.






	10	 	NCC Escrow’s Liability






	 	10.1	 	Nothing in this clause 10 excludes or limits the liability of NCC Escrow for
fraudulent misrepresentation or for death or personal injury caused by NCC Escrow’s
negligence. Save as aforesaid the following provisions set out the entire financial
liability of NCC Escrow (including any liability for the acts or omissions of its
employees, agents and sub-contractors) to the other parties:






	 	10.1.1	 	NCC Escrow shall not be liable for any loss or damage caused to either the Owner
or the Licensee either jointly or severally except to the extent that such loss or
damage is caused by the negligent acts or omissions of or a breach of any
contractual duty by NCC Escrow, its employees, agents or sub-contractors and in
such event NCC Escrow’s total liability in respect of all claims arising under or
by virtue of this Agreement or in connection with the performance or contemplated
performance of this Agreement, shall not exceed the sum of
£ *****
(*****
UK pounds).
	 
	 	10.1.2	 	NCC Escrow shall not be liable to the Owner and/or the Licensee for any
indirect or consequential loss or damage whether for loss of profit, loss of
business, depletion of goodwill or otherwise whatsoever or howsoever caused which
arise out of or in connection with this Agreement even if such loss was reasonably
foreseeable or NCC Escrow had been advised of the possibility of incurring the
same by the Owner, the Licensee or any third party.






	 	10.2	 	NCC Escrow shall be protected in acting upon any written request, waiver,
consent, receipt, statutory declaration or any other document furnished to its pursuant
to and in accordance with this Agreement, not only in assuming the authority of the
person furnishing such document, its authenticity, due execution and validity and
effectiveness of its provisions but also as to the truth of any information contained in
it which NCC Escrow
in good faith believes to be genuine and what it purports to be.






 





*****  The omitted portions of this exhibit have been filed with the
Securities and Exchange Commission pursuant to a request for
confidential treatment under Rule 406 promulgated under the
Securities Act of 1933.



4









 





			
	 	 	 
	© The NCC Group Limited 2002
	 	SL







	11	 	Indemnity
	 
	 	 	Save for any claim falling within the provisions of clause 10.1:






	 	11.1	 	The Owner and the Licensee jointly and severally agree to reimburse NCC Escrow on
an indemnity basis all of its legal and all related costs incurred directly or
indirectly as a result of being brought into or otherwise becoming involved in any form
of dispute resolution proceedings or any litigation of any kind between the Owner and
the Licensee in relation to this Agreement to the extent that this Agreement does not
otherwise provide for reimbursement of such costs.
	 
	 	11.2	 	The Owner shall assume all liability and shall indemnify and keep indemnified NCC
Escrow and its officers, agents, sub-contractors and employees from and against any and
all liability, loss, damages, costs, legal costs, professional and other expenses and
any other liabilities of whatever nature, awarded against or agreed to be paid or
otherwise suffered, incurred or sustained by NCC Escrow, whether direct, indirect or
consequential as a result of or in connection with any claim by any third party(s) for
alleged or actual infringement of Intellectual Property Rights arising out of or in
connection with all and any dealings by NCC Escrow in respect of the Material as
contemplated under this Agreement.






	12	 	Termination






	 	12.1	 	NCC Escrow may terminate this Agreement by notice in writing to the Owner and the
Licensee after failure by the Owner or the Licensee to comply with a 30 day written
notice from NCC Escrow to pay any outstanding fee. If the failure to pay is on the part
of the Owner, the Licensee shall be given the option of paying such fee itself which
option shall expire 14 days after it is notified to the Licensee. Such amount will be
recoverable by the Licensee direct from the Owner.
	 
	 	12.2	 	NCC Escrow may terminate this Agreement by giving 30 days written notice to the
Owner and the Licensee. In that event the Owner and the Licensee shall appoint a
mutually acceptable new custodian on similar terms and conditions to those contained
herein. If a new custodian is not appointed within 15 days of delivery of such notice,
the Owner or the Licensee shall be entitled to request the President for the time being
of the British Computer Society (or such other body replacing the same) to appoint a
suitable new custodian upon such terms and conditions as he/she shall require. Such
appointment shall be final and binding on all parties. If NCC Escrow is notified of the
new custodian within the notice period, NCC Escrow will forthwith deliver the Material
to the new custodian. If NCC Escrow is not notified of the new custodian within the
notice period, NCC Escrow will destroy the Material.
	 
	 	12.3	 	The Licensee may terminate this Agreement at any time by giving written notice to NCC
Escrow.
	 
	 	12.4	 	In the event that it comes to NCC Escrow’s knowledge that the Owner has assigned
its Intellectual Property Rights in the Material to a third party (“Owner’s IPR
Assignee”), and






	 	12.4.1	 	the Owner’s IPR Assignee and the Licensee have failed to enter into a new escrow
agreement within 60 days of the assignment pursuant to clause 6.1.3; or
	 
	 	12.4.2	 	the Owner and/or the Owner’s IPR Assignee has refused to enter into a novation
agreement pursuant to clause 6.1.3, with NCC Escrow and the Licensee for the
transfer of and assumption of rights and liabilities under this Agreement from the
Owner by the Owner’s IPR Assignee;






	 	 	 	and the Licensee has failed to exercise its right to claim for release of the Material
under clause 6.1.3, NCC Escrow shall have the right to terminate this Agreement upon
30 days notice to the Owner and the Licensee.
	 
	 	 	 	The Licensee shall have the option of applying for release under clause 6 during this
notice period, but if it fails to do so, upon the expiry of this notice period NCC
Escrow shall destroy the Material unless otherwise instructed by the Owner or the
Owner’s IPR Assignee prior to expiry of the notice period.
	 
	 	12.5	 	If the Licence Agreement has expired or has been lawfully terminated then the
Licensee shall give notice to NCC Escrow within 14 days thereof to terminate this
Agreement, failing which the Owner shall be entitled to give written notice to NCC
Escrow to terminate this Agreement. Upon receipt of such notice from the Owner, NCC
Escrow shall notify the Licensee of the Owner’s notice to terminate and unless within 14
days of the date of such notice from NCC Escrow the Licensee delivers to NCC Escrow a
counter-notice signed by a duly authorised officer of the Licensee disputing the
termination of the Licence Agreement, then the Licensee shall be deemed to have
consented to such termination. Any disputes arising under this clause shall be dealt
with in accordance with clauses 6.5 to 6.8.
	 
	 	12.6	 	Without prejudice to any other provisions herein, NCC Escrow shall have the right
to terminate this Agreement upon 30 days notice to the Licensee and the Owner in the
event that a Release Event has occurred but the Licensee has failed to apply for release
of the Material under clause 6. The Licensee shall have the option of applying for
release under clause 6 during this notice period, but if it fails to do so, upon the
expiry of this notice period NCC Escrow shall return the Material to the Owner or
destroy the Material if NCC Escrow is unable to trace the Owner.
	 
	 	12.7	 	Subject to clause 12.5, the Owner may only terminate this Agreement with the
written consent of the Licensee.
	 
	 	12.8	 	This Agreement shall terminate upon release of the Material to the Licensee in
accordance with clause 6.
	 
	 	12.9	 	Upon termination under the provisions of clauses 12.1, 12.3, 12.5, 12.7 or 12.10,
for 30 days from the date of termination NCC Escrow will make the Material available for
collection by the Owner from the premises of NCC Escrow during office hours. After
such 30 day period NCC Escrow will destroy the Material.
	 
	 	12.10	 	NCC Escrow may upon 30 days written notice to all parties terminate this
Agreement if it is unable to verify the legal status of any of the other parties to this
Agreement despite having used reasonable endeavours to do so.
	 
	 	12.11	 	For the avoidance of doubt, this Agreement may be terminated forthwith by mutual
agreement of all parties hereto and upon such termination, unless otherwise agreed, NCC
Escrow will return the Material to the Owner.





5









 





			
	 	 	 
	© The NCC Group Limited 2002
	 	SL







	 	12.12	 	The provisions of clauses 3.2, 7, 8, 9.1, 10, 11, 12.12, 12.13, 12.14 and 13
shall continue in full force after termination of this Agreement.
	 
	 	12.13	 	On termination of this Agreement the Owner and/or the Licensee (as appropriate)
shall remain liable to NCC Escrow for payment in full of any fee which has become due
but which has not been paid as at the date of termination.
	 
	 	12.14	 	The termination of this Agreement, however arising, shall be without prejudice
to the rights accrued to the parties prior to termination.






	13	 	General






	 	13.1	 	The parties shall notify the other parties within 30 days of any change of names
or any other material changes that may affect the validity or operation of this
Agreement.
	 
	 	13.2	 	The formation, existence, construction, performance, validity and all aspects of
this Agreement shall be governed by and construed in accordance with the laws of England
and subject to clauses 6.5 to 6.8 and clause 12.5 the parties submit to the exclusive
jurisdiction of the English courts.
	 
	 	13.3	 	This escrow agreement, the Schedules and the Appendix hereto, the Order Form and
any relevant NCC Escrow standard terms and conditions represent the whole agreement
relating to the escrow arrangements between the parties for the Package and shall
supersede all prior agreements, discussions, arrangements, representations, negotiations
and undertakings. In the event of any conflict between any of these documents, the terms
of this escrow agreement shall prevail.
	 
	 	13.4	 	Any notice or other communication required or permitted to be given or made
hereunder shall be validly given or made if delivered by hand or courier or if
despatched by pre-paid, registered letter post addressed to the address specified on
page 1 of this Agreement (or such other address as may be notified to the parties from
time to time) or if sent by facsimile message to such facsimile number as has been
notified to the parties from time to time and shall be deemed to be given or made:






	 	(i)	 	if delivered by hand or courier, at the time of delivery;

	 
	 	(ii)	 	if sent by registered first class post, 2 business days after the same shall have
been posted;
	 
	 	(iii)	 	if sent by facsimile, at the time of transmission of the facsimile transmission
with facsimile machine confirmation of transmission to the correct facsimile number of all pages of the notice.






	 	13.5	 	The Owner and the Licensee shall not assign, transfer or subcontract this
Agreement or any rights or obligations thereunder without the prior written consent of
the other Parties.
	 
	 	13.6	 	NCC Escrow shall be entitled to transfer or assign this Agreement upon notice to
both the Owner and the Licensee.
	 
	 	13.7	 	Within 14 days of any assignment or transfer by the Owner of any part of its
Intellectual Property Rights in the Material, the Owner shall notify NCC Escrow of such
assignment.
	 
	 	13.8	 	This Agreement shall be binding upon the successors and assigns of the parties
provided always that nothing shall permit any assignment by either the Owner or the
Licensee except as expressly provided herein.
	 
	 	13.9	 	If any provision of this Agreement is declared illegal, invalid or unenforceable,
or is too broad in any respect to permit enforcement to its full extent, the parties
agree that such provision shall be enforced to the maximum extent permitted by law and
that such provision shall be deemed to be varied accordingly. If any provision of this
Agreement is found by any court, tribunal or administrative body of competent
jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or
unreasonable, it shall, to the extent of such illegality, invalidity, voidability,
unenforceability or unreasonableness, be deemed severable to that extent and the
remaining part of the provision and the rest of the provisions of this Agreement shall
continue in full force and effect.
	 
	 	13.10	 	Save as expressly provided in this Agreement, no amendment or variation of this
Agreement shall be effective unless in writing and signed by a duly authorised
representative of each of the parties to it.
	 
	 	13.11	 	The parties shall not be liable to each other or be deemed to be in breach of
this Agreement by reason of any delay in performing, or failure to perform, any of their
obligations under this Agreement if the delay or failure was beyond that party’s
reasonable control (including, without limitation, fire, flood, explosion, epidemic,
riot, civil commotion, any strike, lockout or other industrial action, act of God, war
or warlike hostilities or threat of war, terrorist activities, accidental or malicious
damage, or any prohibition or restriction by any governments or other legal authority
which affects this Agreement and which is not in force on the date of this Agreement).
A party claiming to be unable to perform its obligations under this Agreement (either on
time or at all) in any of the circumstances set out above must notify the other parties
of the nature and extent of the circumstances in question as soon as practicable. If
such circumstances continue for more than six months, any of the other parties shall be
entitled to terminate this Agreement by giving one month’s notice.





6









 





			
	 	 	 
	© The NCC Group Limited 2002
	 	SL







	 	13.12	 	This Agreement is not intended to create any right under the Contracts (Rights
of Third Parties) Act 1999 which is enforceable by any person who is not a party to
this Agreement and the rights of any third party under the said Act are hereby
expressly excluded.





Signed for and on behalf of MACROSPACE LIMITED




	 	 	 
	Name: SHUKRI SHAMMAS

	 	/s/ Shukri Shammas
	Position: MANAGING DIRECTOR

	 	(Authorised Signatory)
	 
	 	 
	Signed
for and on behalf of CELADOR INTERNATIONAL LIMITED 

	 
	 	 
	Name: ADRIAN WOOLFE

	 	/s/ Adrian Woolfe
	Position: MANAGING DIRECTOR

	 	(Authorised Signatory)
	 
	 	 
	Signed for and on behalf of NCC ESCROW INTERNATIONAL LIMITED
	 
	 	 
	Name: FELICITY BRANDWOOD
	 	/s/ Felicity Brandwood
	Position: COMPANY SECRETARY

	 	(Authorised Signatory)






7









 





			
	 	 	 
	© The NCC Group Limited 2002
	 	SL






Schedule 1




The Package



The software package known as WWTBAM or any other name(s) as may be given to it by the Owner from
time to time.




Schedule 2




NCC Escrow’s Fees




	 	 	 	 	 	 	 
	  	  	DESCRIPTION	 	OWNER	 	LICENSEE
	1
	 	Annual Fee (payable on completion of this Agreement and on each anniversary thereafter)	 	*****	 	*****
	2
	 	Scheduled Update Fee (2nd and subsequent scheduled deposits in any one year, payable on completion of this Agreement and on each anniversary thereafter)	 	*****	 	*****
	3
	 	Unscheduled Update Fee (per unscheduled deposit)	 	*****	 	*****
	4
	 	Release Fee (plus NCC Escrow’s reasonable expenses)	 	*****	 	*****





Additional fees will be payable to NCC Escrow by the Licensee (unless otherwise agreed between the
parties) for the following where applicable:





	 	•	 	Storage Fee for deposits in excess of 1 cubic foot;
	 
	 	•	 	Any novation of this Agreement at the request of the Owner or the Licensee;
	 
	 	•	 	Integrity Testing Fee for deposits consisting of more than 5 media items.





 





*****  The omitted portions of this exhibit have been filed with the
Securities and Exchange Commission pursuant to a request for
confidential treatment under Rule 406 promulgated under the
Securities Act of 1933.


8









 











			
	 	 	 
	© The NCC Group Limited 2002
	 	SL






Appendix A to Escrow Agreement No. 33105




[DRAFT]

LETTER OF AUTHORISATION



(This
document MUST be signed and returned to NCC Escrow on [“A”s] letterhead at the time
of execution of the Escrow Agreement or no later than at time of deposit of the Source Code
material owned by [A])



In consideration of £1,00 (one sterling pound) paid by [“B”] receipt of which is hereby acknowledged by [“A”]




The undersigned, [name of authorised signatory] of
[“A”] hereby grants to, and confirms that
[“B”] has the authority, with regard to [name of “A“s software] software which is software
licensed to [“B”] under [the Licence Agreement] entered into by and between [“A”] and [“B”] dated
        , to enter into the Escrow Agreement by and between/among [“B”] , [“C”] and NCC Escrow
International Limited, a copy of which is attached to this letter and initialled by the undersigned
authorised signatory of [“A”] set forth below for and on behalf of [“A”].



The undersigned confirms that [“A”] is the owner of the intellectual property rights which form
part of the Material described in Schedule 1 of the Escrow Agreement.



I, the
undersigned
                    
[name of Authorised Signatory] have read the Escrow Agreement and confirm that I
am fully aware of its
terms and conditions, in particular but not limited to the release
events which will enable [“C”] to have certain
rights to the Source Code material of [A’s software].




Signed for
and on behalf of [“A”]                     

(Authorised Signatory)




	 	 	 	 	 	 	 
	Name

	 	:	 	 	 	 
	 

	 	 	 	 	 	 
	Position

	 	:	 	 	 	 
	 

	 	 	 	 	 	 
	Date

	 	:	 	 	 	 
	 

	 	 	 	 	 	 




Please note the following when completing this document:





	•	 	“A” = Intellectual Property Rights owner
	 
	•	 	“B” = The party authorised by “A” to enter into the Escrow Agreement
	 
	•	 	“C” = The Licensee under the Escrow Agreement
	 
	•	 	The IPR owner “A” should initial the first page of the attached Agreement.





9









 




Signed as a deed by for and on behalf of Celador International Limited




	 	 	 	 	 
	By :

	 	/s/ Adrian Woolfe
	 	(Director)
	 

	 	 	 	 
	Print Name: ADRIAN WOOLFE	 	 
	Title: MANAGING DIRECTOR	 	 
	 
	 	 	 	 
	By :

	 	/s/ Stephen Dover
	 	(Director / Secretary)
	 

	 	 	 	 
	Print Name: STEPHEN DOVER	 	 
	Title: DIRECTOR	 	 
	 
	 	 	 	 
	For and on behalf of Macrospace Limited	 	 
	 
	 	 	 	 
	By:

	 	/s/ Shukri Shammas
	 	(Director)
	 

	 	 	 	 
	Print Name: SHUKRI SHAMMAS	 	 
	Title: MANAGING DIRECTOR	 	 
	 
	 	 	 	 
	By :

	 	/s/ Tareq Naqib
	 	(Director/Secretary)
	 

	 	 	 	 
	Print Name: TAREQ NAQIB	 	 
	Title: FINANCE DIRECTOR	 	 







10









 






    THIS AMENDMENT No. 1 (this “Amendment”) is
    made the

20th 
day  of October 2006



 


	 	 	 	 	 
	

    Between:
    


	
 
	
    Glu Mobile Limited (formerly
    Macrospace Limited)

    Priory House

    6 Wrights Lane,
    

	
 
	
 
	
    London W8 6TA
    
	
 
	
    (the
    “Licensee”)

	
 
	
 
	
 

	

    And:
    


	
 
	
    Celador International Limited

    39 Long Acre

    

	
 
	
 
	
    London WC2E 9LG
    
	
 
	
    (the
    “Licensor”)

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
    (collectively the
    “Parties”)
    
	
 
	
 











 



    The Parties hereby agree the following Amendment to the Wireless
    Game Agreement dated
    8th December
    2004 between the Parties (the “Agreement”):



 


		
	    1.  
	    All references to Macrospace Limited and/or MACROSPACE in the
    Agreement shall refer to Glu Mobile Limited and/or Glu Mobile
    (as applicable).

	 
	    2.  
	    The definition of “Celador Share” is amended to read
    as follows: “Celador Share” means ***** (***** per cent)
    of Net Distributable Revenues in respect of all revenues arising
    from the provision of the Game through the Vodafone Group in the
    Vodafone Group Territories and ***** (***** per cent) of Net
    Distributable Revenues in respect of all provisioning of the
    Game in the Territory to third parties not within the Vodafone
    Group.

	 
	    3.  
	    The definition of “Permitted Deductions” in
    Clause 1.1 of the Agreement is amended as follows:




 



    The words “(i) any QA testing costs associated with
    the Vodafone Group” and “(iii) costs of questions”
    are deleted and the remaining points in the paragraph shall be
    renumbered accordingly.



 


		
	    4.  	
    The last sentence of the definition of “Game” in
    Clause 1.1 of the Agreement is amended so that it reads as
    follows:




 



    “. . . . . . . . . . . . . . . For
    the avoidance of doubt this definition of Game “includes
    New Editions but
    excludes . . . . . . . . . . . . . . .”



 


		
	    5.  	
    The definition of New Editions is deleted and replaced with the
    following:




 



    ‘New Editions’ shall mean a version of the Game where
    all the questions and answers included therein adhere to a
    particular category of genre (eg Soaps; Football); and for
    the avoidance of doubt, have not previously been incorporated
    into the Game; or as otherwise agreed upon by the parties.



 


		
	    6.  	
    The definition of “Macrospace Share” (now “Glu
    Share”) is amended to read as follows: “Glu Share
    means ***** (***** percent) of Net Distributable Revenues in
    respect of all revenues arising from the provision of the Game





 





	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the
Securities Act of 1933.

















 





		
	       
	    through the Vodafone Group in the Vodafone Group Territories and
    50% (fifty per cent) of Net Distributable Revenues for all other
    provisioning of the Game in the Territory, including without
    limitation the Vodafone Group Territories to third parties not
    within the Vodafone Group.

	 
	    7.  
	    The following definition of “Vodafone Group” shall be
    added following the definition of “Usage Information”
    and prior to the definition of “WAP”:




 



    “Vodafone Group” means as defined in the Master
    Reseller Agreement between Vodafone Global Content Services
    Limited and Macrospace Limited (now known as Glu Mobile Limited)
    dated
    7th July
    2003.



 


		
	    8.  	
    The following definition of Vodafone Group Territories shall be
    added following the definition of “Vodafone Group”:




 



    “Vodafone Group Territories” means Australia,
    New Zealand, Germany, Spain, Greece, Ireland (the Game must
    not be called “Who Wants To Be A Millionaire in Ireland and
    must be called “Who Wants To Win A Million”),
    Portugal, Holland, Hungary, Sweden, United Kingdom, Belgium and
    any other territories in which the Vodafone Group operates.



 


		
	    9.  	
    In order to reflect the agreement by the Parties that as of the
    date of this Amendment Glu shall take over all responsibilities
    of Celador
    and/or
    obligations of Celador to Glu in respect of the Celador
Territories and in respect of Vodafone Group in
    accordance with provisions of the Agreement the following
    amendments are agreed by the Parties:




 


			
	 	    a.  
	
    The definitions of the “Celador Territories” and the
    “Macrospace Territories” in Clause 1.1 of the
    Agreement are deleted. All references throughout the Agreement
    to the Celador Territories and the Macrospace Territories shall
    be replaced with the words “the Territory”. As such,
    Schedule 2 ‘The Celador Territories’ is deleted.

	 	    b.  
	
    The definition of the “Territory” in Clause 1.1
    of the Agreement is amended to read “all those countries
    set out in Schedule 1, which shall, for the avoidance of
    doubt, include the Vodafone Group Territories”.
    Schedule 1 shall be renamed ‘The Territory’ and
    shall refer in Part A to the following countries: Austria,
    Australia, Belgium, Bulgaria, Croatia, Czech Republic, Denmark,
    Finland, Germany (save for distribution of the Game through RTL
    owned and/or
    controlled companies
    and/or
    affiliates), Greece, Holland, Hong Kong, Hungary, India,
    Republic of Ireland (NB the Game must not be called “Who
    Wants To Be A Millionaire?” in Ireland and must be called
    “Who Wants To Win A Million”), Italy, New Zealand,
    Norway, Poland, Portugal, Romania, Russia, Singapore, Slovenia,
    Spain, Sweden, Switzerland, Turkey, and the United Kingdom.

	 	    c.  
	
    The definition of Prohibited Carriers in Clause 1.1 of the
    Agreement is deleted and all references throughout the Agreement
    to ‘Prohibited Carriers’ are deleted. As such,
    Schedule 5 ‘Prohibited Carriers’ is deleted.






			
	 	    d.  
	
    The list of “Prohibited Territories” set out in
    Schedule 3 is amended as follows: 1) by the deletion
    of the following countries: Australia and New Zealand and
    2) after the word ‘Germany’ the following wording
    is added: ‘being all distribution of the Game through RTL
    owned and/or
    controlled companies
    and/or
    affiliates’.














 





			
	 	    e.  
	
    All other amendments to the Agreement necessary to the agreement
    to reflect the above are deemed and/or impliedly agreed by the
    Parties save that all rights in respect of the Prohibited
    Territories are expressly reserved to Celador.




 


		
	    10.  
	    Clause 3.20 of the Agreement is deleted and replaced with
    “intentionally deleted”.

	 
	    11.  
	    Clause 3.21 of the Agreement is deleted and replaced with
    the following: “to provide continuity of service to
    Vodafone in respect of the Game and to enter into an agreement
    with Vodafone Group Services Limited and/or amend Glu’s
    existing agreement with Vodafone Group Services Limited to
    provide for the provisioning of the Game to Vodafone Group
    Companies.

	 
	    12.  
	    Clause 3 of the Agreement is amended by the addition of
    clause 3.25 as follows: “to be responsible for *****%
    (***** percent) of the costs of Questions in the Territory and
    to pay Celador’s invoice in respect of such costs within 30
    (thirty) days of receipt of such invoice.

	 
	    13.  
	    Clause 3 of the Agreement is amended by the addition of
    clause 3.26 as follows: “To liaise with Vodafone Group
    in respect of QA testing for the Game and New Editions which
    shall be conducted by a QA company approved by Vodafone Group
    and to be responsible for all costs incurred in respect of such
    QA testing.

	 
	    14.  
	    Clause 3 of the Agreement is amended by the addition of the
    following as clause 3.27: “Not to include the Game in
    a bundle or package of other content as a single or combined
    offering without the prior written approval of Celador”.

	 
	    15.  
	    Clause 3 of the Agreement is amended by the addition of the
    following as clause 3.28: “to effect and maintain
    commercial general liability insurance of no less than USD
    $2,000,000 (two million United States Dollars) and
    professional liability insurance and errors and omissions
    liability insurance of no less than USD $2,000,000
    (two million United States Dollars). Glu shall upon written
    request by Celador provide Celador with a certificate of
    insurance evidencing such insurance policy and shall not
    terminate such insurance during the term of this Agreement and a
    period of 6 (six) years thereafter.

	 
	    16.  
	    Clause 3 of the Agreement is amended by the addition of the
    following as clause 3.29: “not to enter into agreements in
    respect of the provision of the Game in countries outside of the
    Territory without the prior written approval of Celador.”

	 
	    17.  
	    Both Parties agree a further extension to
the Term of 2 (two) years. As such, the definition of “Term” in
    Clause 1.1 shall be amended to read: “means a period
    of 4 (four) years from the Commencement Date expiring on
    19th October 2008”.

	 
	    18.  
	    Clauses 6.1, 6.2 and 6.3 of the Agreement are deleted in
    their entirety and replaced with the following and the remainder
    of clause 6 shall be renumbered accordingly:





 





	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the
Securities Act of 1933.
















 





			
	 	    “6.1  
	
    Within 30 (thirty) days of the end of each month of the
    Term (each a “Month”) Glu hereby undertakes to
    provide an indicative (non-invoiceable) report to Celador
    setting out details of the Net Revenue and Net Distributable
    Revenue received in respect of each country of the Territory
    (the “Monthly Statement”);




 


			
	 	    6.2  
	
    Within 30 (thirty) days of the end of each quarter of the
    Term being the last day of March, June, September and December
    in each calendar year of the Term (each a
    “Quarter”) or, in the respect of the last
    Quarter of the Term, at least 30 (thirty) days prior to the
    end of the last Quarter, Glu hereby undertakes to account to
    Celador setting out details of the Net Revenue and the Net
    Distributable Revenue received in respect of each country of the
    Territory in the form of a full and accurate statement (the
    “Quarterly Statement”), which is an invoiceable
    report.

	 
	 	    6.3  
	
    Glu shall pay Celador the Celador Share in respect of the
    Territory and such other amounts as prescribed in this Agreement
    by bank transfer to the following bank account within 30
    (thirty) days of receipt of Celador’s invoice to:




 



*****

*****

    Swift Code: *****

    Account No: *****

    Sort Code: *****.

    IBAN: *****

    Account Name: *****



 


			
	 	    6.4  
	
    Celador shall provide Glu with a valid VAT invoice in respect of
    the Celador Share within 30 (thirty) days of receipt of the
    Quarterly Statement.”




 


		
	    19.  	
    Clause 14 of the Agreement is amended by the addition of
    the following as clauses 14.2 and 14.3:




 



    “14.2  Except for liability arising under
    clause 14.1, or clause 7, or for a breach of the
    confidentiality obligations of clause 12 or a breach of
    clause 8, in each year of the Term the aggregate liability of
    either Party to the other Party for all claims made under or in
    connection with this Agreement whether based on contract, tort,
    negligence or otherwise shall be limited to €***** (*****  euros).



 



    14.3  Except for liability arising under
    clause 14.1, or clause 7, or for a breach of the
    confidentiality obligations of clause 12 or a breach of
    clause 8, the aggregate liability of either Party to the
other Party under
    this Agreement for all claims made under or in connection with
    this Agreement, whether based on contract, tort, negligence or
    otherwise shall be limited to €***** (***** Euros).”



 



    All capitalised terms referred to in this Amendment have (unless
    otherwise stated) the meaning ascribed in the Agreement.




 





	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the
Securities Act of 1933.
















 






    Except as expressly provided herein, all other provisions of the
    Agreement remain in full force and effect.



 



    IN WITNESS WHEREOF, the Parties have executed this Amendment the
    day and year first herein above written.



 


	 	 	 	 	 
	

    Celador International Limited


	
 
	

    Signature: 


	
 
	
/s/  Tim
    Robinson


	

     


	 	

    Name:


	
 
	
Tim
    Robinson


	

     


	 	

    Title: 


	
 
	
Acting
    Managing Director


	
 
	
 
	
 

	
 
	
 
	
 

	

    Glu Mobile Limted


	
 
	

    Signature: 


	
 
	
/s/  Kristian
    Segerstråle


	

     


	 	

    Name:


	
 
	
Kristian
    Segerstråle


	

     


	 	

    Title: 

	
 
	
Managing
    Director