LICENSE
      FOR SOFTWARE DEVELOPMENT AND DISTRIBUTION AGREEMENT

     

    This
      License Agreement for Software Development and Distribution ("Agreement")
      is
      entered into as of June 30, 2008 (the "Effective
      Date")
      by and
      between Platinum Studios, Inc. ("Platinum"),
      a
      California corporation, and Brash Entertainment, LLC ("Licensee"),
      a
      Delaware limited liability company. All capitalized terms used in this Agreement
      and the attached Exhibits and Addenda shall be defined terms in the Agreement
      or
      in the Glossary Addendum attached hereto.

     

    1. PROPERTY
      ELEMENTS:
      The
      elements of the "Property"
      licensed
      pursuant to the terms and conditions of this Agreement shall consist
      collectively of (a)
      the
      graphic novel “COWBOYS & ALIENS” and all copyrightable elements therein for
      which copyright resides with Platinum; and (b) the name
      and the
      title treatment logo
      of the
      graphic novel described in subsection (a). Platinum
      shall use commercially reasonable efforts to obtain rights to motion picture
      elements of the motion picture currently entitled “COWBOYS & ALIENS” (the
“Motion
      Picture”),
      including, without limitation, access to creative talent, access to the set,
      set
      blue-prints and designs, costume designs, character voices and likenesses,
      music, and other theatrical materials that will assist Licensee in creating
      the
      Title (as defined below) (collectively, “Motion
      Picture Assets”)
      for
      purposes of inclusion in the Title; provided, however, that a failure to obtain
      such rights (notwithstanding commercially reasonable efforts to do so) will
      not
      result in a breach of this Agreement. To clarify, with respect to character
      voices and likenesses, Platinum shall use commercially reasonable efforts to
      provide Licensee with the right to use such character voices and likenesses
      in
      the Title with no further cost to Licensee. To the extent Platinum obtains
      any
      Motion Picture Assets, such Motion Picture Assets shall be included within
      the
      definition of Property and the rights granted hereunder, subject to any
      contractual restrictions imposed by the motion picture studio producing the
      Motion Picture. 

     

    2. RIGHTS
      GRANTED:

     

    (a) Development
      Rights:
      Platinum grants to Licensee a non-transferable, exclusive license to develop
      and
      release video game products derived from the Property on the following
      platforms: (i)
      Console: Microsoft Xbox 360 ("Xbox
      360"),
      Sony
      Playstation 2 ("PS2"),
      Sony
      PlayStation 3 ("PS3"),
      and
      Nintendo Wii ("Wii");
      (ii)
      Handheld: Sony PSP ("PSP")
      and
      Nintendo Dual Screen ("DS");
      (iii)
      all
      PC-CD ROM and Mac formats ("PC/Mac");
      (iv)
      Xbox
      Live Arcade
      for the video game arena and like platforms from other first party proprietors,
      such as Sony HOME, Sony Playstation Network, and Nintendo Wii Storefront
(“First
      Party Platforms”); 
      (v)
      online; (vi)
      wireless
      handheld devices such as mobile telephones, PDAs, iPods, and Zunes;
      and (vii)
      any
      future or successor
      platforms to the
      platforms named in this sentence to the extent such platforms are commercially
      available during the Term (as defined in Paragraph 4 below) (collectively,
      the
“Platforms”).
      Such
      video games shall be referred to as the "Title."
      The
      right to develop the Title shall include the non-exclusive right to use, copy,
      and reproduce certain copyrightable elements from the Property. Licensee may
      use
      any translations of the name of the Property
      within the Territory, but Platinum makes no representation or warranty that
      such
      translation(s) are available for use as game titles without violation of any
      third party copyright or trademark for such purpose. Notwithstanding the
      foregoing, Licensee acknowledges that Platinum has previously licensed to the
      studio making the motion picture (the “Studio”)
      the
      right to create free online games based on the Property solely for promotion
      of
      the motion picture, and that such games do not constitute a violation or breach
      of this Agreement. Platinum shall use its best efforts to encourage the Studio
      to use such games to promote the Title, as well.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Platinum
      shall provide access to or deliver to Licensee any Motion Picture Assets to
      which it obtains the rights in a timely manner. Subject
      to any limitations or conditions contained herein and/or in any third party
      agreements of which Licensee has been notified, Platinum shall use commercially
      reasonable efforts to obtain the right for Licensee to use the elements of
      the
      Motion Picture Assets on the packaging for the Title and in the marketing and
      promotion thereof, provided however that no likenesses of any of the actors
      from
      the Property may be used on the packaging or in the marketing of the
Title
      unless
      such talent likenesses are used in-game and may only be used as they appear
      in-game. These Motion Picture Assets shall be delivered to Licensee on such
      date(s) as mutually agreed by the parties.

     

    (b) Mobile
      Rights:
      In
      addition to the rights set forth in Paragraph 2(a), Platinum grants to Licensee
      the exclusive license to develop content based solely on unique, game-only
      elements of the Title (“Unique Title Assets”) on wireless
      handheld devices such as mobile telephones, PDAs, iPods, and Zunes
      (“Mobile
      Rights”).
      Such
      Mobile Rights shall include, but are not limited to, the right to develop the
      following: games that are derivative of the game set forth in Paragraph 2(a),
      casual games, ringtones (including, but not limited to, real tones, “teen buzz”
ringtones, ringback tones, polyphonic ringtones, monophonic ringtones, and
      watchtones), a mobile web (consisting of a WAP site with mobile storefront
      capabilities), SMS and MMS text messaging, graphics (such as wallpapers), and
      video (including, but not limited, to “mobi-sodes,” mobile video content from
      the Property, and mobile video content from the Title). To clarify, Mobile
      Rights do not include any Motion Picture Assets unless separately granted such
      rights by the motion picture studio. 

     

    (c) Sequel/Prequel
      Rights:
      Platinum also grants to Licensee the exclusive right to develop and release
      video games derived from any sequels or prequels to the Property on the same
      financial terms as set forth in this Agreement. In addition, Licensee shall
      have
      the exclusive right to develop and release sequel or prequel video games derived
      from the Title, regardless of whether a sequel or prequel to the Property is
      distributed or exploited, on terms to be negotiated in good faith between the
      parties. Furthermore, Licensee shall have the exclusive right to develop and
      release non-sequel video games derived from the Property on terms to be
      negotiated in good faith between the parties. Any sequels or prequels must
      be
      released during the Term.

     

    (d) Publishing
      Rights:
      Platinum further grants to Licensee the exclusive right to manufacture, publish,
      distribute, market, advertise, promote and sell the Title, subject to any
      limitations or conditions that Platinum may specify in this Agreement,
      throughout the Term and Territory (defined below)

     

    (e) Sublicensing
      Rights:
      Licensee shall have the right to sublicense the rights granted to it under
      this
      Agreement with respect to development and distribution of the
      Title.

     

    (f) Restriction
      on Rights:
      The
      rights
      being granted hereunder do
      not include
      the right to use, copy, simulate or reproduce in the Title or in any marketing
      or advertising materials therefor
      the
      names, likenesses, voices or character voices of any of the actors who perform
      in the Property, or
      any
      film or audio clips from the Property, without
      Platinum’s prior written approval and
      subject to the obligations and limitations imposed on Platinum by the talents'
      agreements for services for the Property and/or the relevant guild
      agreements.

     

    
      
        
        

      

      
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    (g) Rights
      Reserved:
      Platinum
      reserves all rights not granted to Licensee hereunder now known or hereafter
      created, including, without limitation, DVD
      (or
      similar home video technology) clip and artwork -based games (using trivia
      and
      simple puzzles and the like) with or without game boards, arcade game machines,
      pachinko/pachisuro/pachislot games, slot machines and other gambling machines,
      all of which may be derived from or based upon the Property and Platinum or
      its
      Affiliates shall be free, without restriction, to exercise such rights during
      the Term of this Agreement; provided, however, that any promotion
      for the Title shall only be undertaken at the mutual agreement of the parties
      with respect to all the terms and elements thereof, and as between Platinum
      and
      Licensee, Licensee shall bear the expense of any such mutually agreed
      promotions. 

     

    (h) Credit:
      Platinum shall receive credit in the Title in a fashion commensurate with
      industry standard, subject to applicable console manufacturer
      restrictions.
      At a
      minimum, Platinum’s credit shall read: “Based on Platinum Studios Comics’
graphic novel created by Scott Mitchell Rosenberg.” This credit shall appear in
      the manual, in the game, and on the back of the box (within a legal line).
      

     

    Platinum
      makes no representation or warranty as to the amount of gross sales or profits
      Licensee will derive from the rights licensed hereunder or that the Property
      will appear or continue to appear in or as part of any program, motion picture
      or other work or that any such work will be or continue to be exploited.
      Platinum and/or its Affiliates may from time to time, at any time, delay,
      discontinue, resume or change any present or future use of the Property;
      provided however that any delay in the release of the Property
      in
      theaters
      shall
      automatically extend the release obligations of Licensee by an amount of time
      equal to the amount of the delay, and the parties shall negotiate in good faith
      a reduction of the Guarantee set forth in Paragraph 6. The immediately preceding
      sentence shall be subject to the obligations set forth in Paragraph 8.


    


    3. EXCLUSIVITY/
      HOLDBACK:
      Other
      than the rights reserved to Platinum in Paragraph 2(f) and as may be otherwise
      limited or excepted in this Agreement, Licensee shall have the exclusive right
      to use the elements of the Property in accordance with the terms and conditions
      of this Agreement in connection with video game rights for the Property granted
      hereunder during the Term. During the Term, Platinum shall not authorize the
      Release for sale of video games based on the Property. With respect to any
      prequels or sequels authorized pursuant to Paragraph 2(c), the period of
      exclusivity shall extend for twelve (12) months from the initial commercial
      release of such sequel or prequel, notwithstanding any expiration of the
      Term.

     

    4. TERM:
      The
      term of this Agreement shall commence on the Effective Date and, unless
      terminated earlier in accordance with the terms set forth herein, shall expire
      four (4) years from the Effective Date (the "Term").
      In
      addition, commencing on the initial commercial release of the Title and expiring
      five (5) years thereafter, there shall exist for the Title an exploitation
      period (“Exploitation
      Period”)
      during
      which the rights granted hereunder with respect to the Title shall continue
      to
      allow Licensee to manufacture, package, distribute, market, promote, advertise,
      sell, and otherwise exploit the Title. The Exploitation Period shall be
      exclusive during such time as it coincides with the Term, and shall be
      non-exclusive thereafter. Any extension of the Term or the Exploitation Period
      shall be mutually agreed between the parties.


    
      
        
        

      

      
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    5. TERRITORY:
      The
      territory to be covered by this Agreement is worldwide ("Territory").

     

    6. GUARANTEE:
      Licensee
      shall pay to Platinum a minimum "Guarantee"
      for the
      Title in the amount of US$250,000, which
      Guarantee shall be paid as follows: (a)
      US$125,000 payable upon mutual execution of the Agreement; and (b) US$125,000
      payable no later than July 31, 2008. If Licensee fails to pay the US$125,000
      payment pursuant to subsection (b) of this Paragraph, then Platinum shall have
      the right to terminate this Agreement, provided that it shall have no recourse
      against Licensee for the payment of such US$125,000 and the payment pursuant
      to
      subsection (a) of this Paragraph is non-refundable. 

     

    Production
      Fee:
      In
      addition to the Guarantee, Licensee shall pay to Platinum a “Production
      Fee”
      for the
      Title, which is payable as follows: (a) US$125,000 payable upon the earlier
      of
      (i) commencement of production of the first Title, or (ii) the
      date
      on which the motion picture upon which the Title is based is greenlit for
      production (as such terms are commonly understood in the film industry) by
      a
      major motion picture studio with a budget of no less than US$60
      million;
      and (b)
      US$125,000 payable upon the earlier of (i) Platinum’s
      approval of the Gold Master version of the first Title; or (ii) the theatrical
      release of the motion picture upon which the Title is based. Such Production
      Fee
      is subject to a further “Production Services Agreement” that shall be entered
      into between the parties within thirty (30) days of the Effective
      Date.

     

    Licensee
      shall have the right, any time during the Term, to seek one or more
      third-parties to co-finance the development of the Title provided that such
      co-financing arrangements shall not modify the terms of this Agreement.


     

    The
      Guarantee and Production Fee shall serve as a non-refundable (except as
      otherwise expressly provided herein) advance against and shall be recouped
      from
the
      Royalties and any Sponsorship Revenue (as defined in Paragraph 10) payable
      to
      Platinum for the Title. The Guarantee, Production Fee, Royalties, and
      Sponsorship Revenue are specific to
      this
      Agreement,
      and may
      not be cross-collateralized for recoupment purposes with any other titles that
      are the subject of other
      agreements between the parties.
      

     

    7. ROYALTIES:
      Licensee shall pay to Platinum and Platinum shall earn a Royalty from the Net
      Sales of all formats of the Title as set forth below. 

     

    (a)  Console
      and Handheld Platforms:
      License
      shall pay to Platinum and Platinum shall earn the following Royalties from
      the
      Net Sales of all console and handheld formats of the Title in the
      Territory:

     

    8%
      of Net
      Sales on sales of 1 to 600,000 units sold and not returned; and 

    10%
      of
      Net Sales on sales of 600,001 + units sold and not
      returned.



    
      
        
        

      

      
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    (b)  First
      Party Platforms:
      Platinum shall receive 10% of all revenue received by Licensee in connection
      therewith, less any unaffiliated third-party costs.

     

    (c) Mobile:
      Platinum shall receive 25% of all revenue received by Licensee in connection
      therewith, less any unaffiliated third-party costs.

     

    (d)  Digital
      Distribution:
      Platinum shall receive 25% of all revenue received by Licensee in connection
      therewith.

    


    As
      used
      herein, "Net
      Sales"
      of the
      Title (or format thereof) shall mean the gross invoice Wholesale Price of
      shipments of all units of the Title to unrelated third parties (including
      without limitation shipments made by Licensee, its affiliates and/or
      distributors) less (i) fully burdened cost of goods and platform and licensing
      fees; (ii) actual price protection and returns provisions; (iii) actual tax,
      excise, and duties; (iv) actual trade discounts incurred; (v) royalties to
      unaffiliated third parties; and (vi) actual marketing and distribution costs.
      Licensee may deduct a reasonable reserve for items (ii) and (iv) not to exceed
      20% of Net Sales in the aggregate ("Title
      Reserve").
      The
      Title Reserve shall be used as a holdback to account for the actual returns,
      price protection, mark-down and allowance percentages that are permitted above
      per the definition of Net Sales. The Title Reserve shall be liquidated six
      (6)
      months after the sale of the Title unit, which liquidation shall start six
      (6)
      months after the first sale of the Title and continue each calendar quarter
      thereafter.

    Net
      Sales
      shall be calculated, and the Royalty shall accrue to Platinum, when the Title
      is
      shipped and/or invoiced, whichever comes first.

    


    "Wholesale
      Price"
      means
      the actual price Licensee charges to those who ultimately sell the Title (i.e.
      retailers or third-party distributors) to the public. If Licensee sells
the
      Title
      directly to consumers, the Wholesale Price shall mean the price charged the
      consumer (less shipping and handling fees and sales tax, if any).

     

    Licensee
      shall in good faith attempt not to reduce its Wholesale Price for the Title
      in
      the first four (4) months of Initial Release; provided, however, Licensee
      reserves all rights to set its prices (including, but not limited to, wholesale)
      for the Title for its customers, which shall include, but is not limited to,
      the
      right to reduce the Wholesale Prices of the Title as may be commercially
      necessary during the first four (4) months of Initial Release. Licensee shall
      treat the Title with respect to price reductions in a similar fashion and manner
      to other comparable titles published by Licensee.

     

    With
      respect to the merchandising of Unique Title Assets, which rights shall be
      controlled by Platinum, Platinum acknowledges and agrees that Licensee shall
      receive 50% of all revenue received by Platinum with respect to such Unique
      Title Assets, less any unaffiliated third-party costs.


    
      
        
        

      

      
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    8. RELEASE
      OBLIGATIONS:
      Licensee
      shall Release the
      Title on
      all
      platforms in
      the
United
      States concurrent
      with the theatrical release of the Property
      in the United States (currently scheduled for release in Summer
      2010).
      Platinum
      shall apprise Licensee of the theatrical release date and the DVD release date
      of the Property
      as soon
      as is reasonably practicable. Licensee acknowledges that the intent of this
      Agreement is to have the Release of the Title on all
      platforms
      coincide
      with the theatrical release of the Property.
      As
      such, should the theatrical release
      date of the Property
      be
      changed to a date later than that which shall be identified initially and
      notified to Licensee, Licensee shall be timely informed in writing by Platinum
      of such change and
      Licensee
      shall adjust its release of the Title
      to
      coincide with the revised theatrical release
      date.
      Notwithstanding
      the foregoing, in the event that the theatrical
      release
      of the Property is delayed more than 90 days from the currently-anticipated
      release date, then Platinum and Licensee shall negotiate in good faith a
      potential reduction in the Guarantee to off-set resulting development and
      marketing costs. If
      Licensee
      fails to release all
      formats
      of the Title by the date
      that
is
      three
      (3)
      months
      after the date described
      above (subject to further extension for any intervening force majeure events),
      Platinum at
      its
      election may either
      terminate
      this Agreement with respect to only that format of the Title
      not
      Released by such dates or terminate this Agreement pursuant to Paragraph
      23. 

     

    9. DISTRIBUTION
      OBLIGATIONS:
      

     

    Licensee
      shall have the right to distribute the Title
      in all
      customary and standard channels of distribution, including, but not limited
      to,
      trade, retail, rental outlets, online, digitally, and mobile (“on” and “off”
deck). 

     

    Should
      Licensee
      enter into
      a
      bundle/OEM arrangement or non-traditional distribution deal for the
      Title
      for which Licensee receives financial remuneration, Platinum
      shall receive 8%
      of net
      licensing fees received by, accruing or credited to Licensee for Bundles, and
      8%
      net
      licensing fees received by, accruing or credited to Licensee for OEMs. "Net
      licensing fees" shall mean gross revenue from any such transaction less only
      refunds Licensee is required to make to its licensee but in no event will
      Licensee deduct any administration or agency fees. 

     

    In
      connection with Licensee's distribution rights, it shall comply with the
      following:

     

    (a) Concept
      Approval:
      Licensee
      shall be responsible for and shall obtain from the appropriate console and
      handheld manufacturing entities concept and manufacturing approval for the
      Title. 

     

    (b)
      Duplication:
      Licensee shall be responsible for having the Title manufactured and duplicated
      and for all costs thereof. Licensee shall supply to the console and handheld
      manufacturers or their licensed manufacturers the master(s), samples of the
      Title, the documentation and manuals for the Title, and all other collateral
      material as have been approved by Platinum that are reasonably required to
      manufacture, or have manufactured the Title.

     

    (c)
      Manufacturing Royalties:
      As
      between Platinum and Licensee, Licensee shall be solely responsible for the
      payment of any fees and/or manufacturing royalties due to the appropriate
      manufacturing entities for the manufacture and/or sale of the
      Title.

     

    (d)
      ESRB and First Party Platforms Compliance/Authorized Publisher:
      Licensee shall submit to the ESRB and its foreign ratings board equivalents
      the
      Title and all other materials required to be submitted for ratings compliance,
      the costs for which Licensee shall bear, and Licensee shall comply with all
      rules and regulations established by the ESRB and its foreign equivalents
      regarding the distribution of video game products. In addition, Licensee shall
      submit to the first parties the title and all other materials required to be
      submitted for compliance with the ratings system of First Party Platforms,
      the
      costs for which Licensee shall bear, and Licensee shall comply with all rules
      and regulations established by the first parties regarding the distribution
      of
      video game products. Licensee shall be an authorized publisher with any or
      all
      of Sony, Microsoft, or Nintendo for all formats of the Title specified in
      Paragraph 2(a) in time to secure all necessary concept approvals of the
      Title.


    
      
        
        

      

      
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    (e)
      Product Support:
      Licensee shall provide all customer product support, including technical
      support, for the Title in the Territory in the same manner as it provides such
      support for any other title that it distributes and/or publishes.

     

    (f)
      Solicitation of Sales:
      So long
      as the Agreement has not been terminated or otherwise expired, Licensee shall
      use all reasonable commercial efforts as are standard within the video game
      industry to solicit Sales Transactions throughout the Territory during the
      Term
      of this Agreement.

     

    (g)
      No
      Preferential Treatment:
      Platinum acknowledges and understands that Licensee is under no obligation
      to
      treat Platinum's products preferentially to any other software products which
      Licensee has the right to sell or license. Notwithstanding the foregoing,
      Licensee warrants, represents and agrees that it will cause the Title to be
      manufactured and distributed in a first class manner.

     

    (h)
      Shipping:
      As
      between Platinum and Licensee, Licensee shall be responsible for providing
      the
      Title to its Customers (including all appropriate shipping and insurance
      costs).

     

    (i)
      Modifications:
      Licensee shall not modify the Title, including for customization purposes,
      without the prior written approval of Platinum.

     

    (j)
      Compliance with all Laws:
      Licensee shall comply with all laws, rules, treaties, and regulations governing
      the development, manufacture, promotion, marketing and distribution of the
      Title
      throughout the Territory and in the collection of any consumer information
      via
      the Internet or otherwise.

     

    (k)
      Localization:
      Licensee shall localize
      the English language version of the Title, both audio and text, and the
      packaging of the Title into the following languages: French, German, Italian,
      and Spanish. Licensee shall determine any additional
      foreign
      territories in which it will cause the Title to be distributed, and will further
      determine, in its professional judgment, the extent to which the English
      language version of the Title, both audio and text, and the packaging of the
      Title will be translated and dubbed into the
      foreign
languages,
      or
      subtitled into the local language. Licensee shall submit all localized versions
      of the Title and marketing materials therefor to Platinum for its approval
      in
      accordance with Paragraph 11 below. Licensee shall bear all costs of localizing
      the Title and materials therefor, including the costs of any foreign language
      voice talent.

     

    (l)
      Bug Testing:
      Each
      Deliverable shall be thoroughly tested by Licensee prior to delivery to Platinum
      for its written approval. Licensee shall be responsible for the appropriate
      testing of each Deliverable of the Title to ensure (i)
      the
      functionality and quality assurance of the Deliverable, (ii)
      the
      operation of the software on the designated hardware system and other platforms,
      and (iii)
      the
      final Deliverables delivered to Platinum are free of material Bugs which affect
      in any manner the functionality of the Title or their
      operation on the intended hardware system or other platforms. To the extent
      that
      a material Bug is discovered in the Title, Licensee will promptly investigate
      it
      and correct all such Bugs, whether discovered by Licensee, Platinum or a console
      or handheld manufacturer. Licensee shall correct all Bugs identified by the
      console or handheld manufacturer to be fixed. All costs of performing the
      foregoing obligations shall be borne solely by Licensee. Delivery of the
      Deliverables to Platinum shall constitute a certification of Licensee's good
      faith belief that the delivered item meets the applicable acceptance criteria
      under this Agreement. The Title, on any format, may not be released until such
      time that Platinum has approved in writing the final Deliverable, i.e., that
      which is to be used to manufacture the Title.


    
      
        
        

      

      
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    (m)
      Legal Copy / Logos:
      Platinum shall designate and approve all copyright and trademark notices for
      Platinum and
      its
      licensors
      that
      shall appear on the packaging and advertising for the Title. Licensee shall
      approve all copyright and trademark notices for itself and any other entity
      that
      shall appear on the packaging and advertising for the Title, except that the
      copyright and/or trademark of any entity competitive to Platinum or the motion
      picture studio shall not appear on the packaging and advertising of the Title.
      Licensee shall be responsible for all other third party copyrights. Platinum
      understands that all legal copy and the placement of logos shall be subject
      to
      the appropriate console and/or handheld manufacturer's rules and regulations.
      At
      the very least, a Platinum logo designated by Platinum must
      appear in equal size and placement on the back of the packaging for the Title
      and in equal size, placement and prominence to that of Licensee on all materials
      for the Title, including, but not limited to, manual, advertising and all other
      collateral materials. Licensee shall use commercially reasonable efforts to
      place Platinum’s logo on the front of the packaging, subject only to the
      aforementioned first party rules and regulations. Licensee shall have the right
      to include the logo of its
      developer for
      the
      Title on the back of the packaging for the Title, the size
      and
      placement of
      which
      shall be subject
      to the mutual approval of Platinum and Licensee. In no event, however, shall
      the
      size of the developer's logo be greater than fifty percent (50%) of the
      designated Platinum
      logo. To the extent allowed by the console manufacturers, a Platinum logo (the
      specific logo to be designated by Platinum) shall appear immediately after
      Licensee's logo and prior to the logo of any developer in-game at the opening
      of
      the Title. Platinum shall determine in its discretion whether such opening
      screen logo shall be animated or a static image and provide the same to
      Licensee. Platinum
      shall have the right to approve in its discretion the inclusion of any
      additional third party logos on the Title, its packaging and any collateral
      materials.

     

    (n)
      Copies to Platinum:
      On or
      before selling or distributing the Title, Licensee shall furnish and ship to
      Platinum, at no cost, 40
      units of
      the Title, including all packaging material, and six (6) samples of all
      Distribution Materials. In addition, Licensee shall provide to Platinum, at
      no
      cost, 40 “free downloads” of the Title on First Party Platforms, the method of
      providing such downloads to Platinum to be determined in good faith by the
      parties. Licensee shall permit Platinum to purchase units of the Title in
      quantities designated by Platinum at Licensee's cost of goods plus the amount
      of
      Royalty that would have been payable to Platinum should Licensee have sold
      such
      unit at Licensee's current wholesale rate, for resale by Platinum on various
      Platinum-dedicated or Property-specific web-sites. On any such sale by Licensee
      to Platinum, such sale will be calculated as part of Licensee's Net Sales of
      the
      Title and Licensee will account for and pay to Platinum the Royalty on such
      sale
      which would have been payable by Licensee to Platinum on sales of the same
      units
      of the Title to third party/ies at their best wholesale price.


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    (o) Free
      Units/Playable Demos:
      Licensee shall have the right to distribute for free for promotional or internal
      purposes up to 1,000 units of the Title across all formats, on which no
      Royalties shall be payable to Platinum. Further, Licensee shall be entitled
      to
      create and distribute free
      consumer
      and trade demos for the Title in any media (including on-line) on which no
      Royalties shall be payable to Platinum. Any such demo shall be subject to the
      approval rights of Platinum as set forth in Paragraph 11. Should
      Licensee desire to offer a demo for sale to consumers, any such arrangement
      shall be subject to Platinum's prior approval, which approval Platinum may
      withhold in its reasonable discretion. If Platinum shall consent to such demo
      sale, Licensee shall pay Royalties to Platinum in respect of such
      sale. 

     

    10. MARKETING
      AND PROMOTION:
      Licensee shall use all commercially reasonable efforts to market, advertise
      and
      promote the Title throughout the Territory and Term, and shall market, advertise
      and promote the Title with the standards comparable to those as when it markets,
      advertises and promotes its own products. All marketing materials and plans
      for
      the Title shall be subject to Platinum's approval, not to be unreasonably
      withheld, as follows: 

     

    (a) Marketing
      Efforts/Obligation:
      Provided the Title is
      fully
      developed and this Agreement has not been terminated or otherwise expired,
      Licensee shall be fully responsible for producing the packaging, advertising,
      sales, distribution, marketing, consumer and trade publicity and promotional
      materials for the Title (and the costs therefor.
      Any
      marketing plans, including, but not limited to, the media used and the amount
      spent to market the Title, shall be subject in all respects to Platinum's prior
      written approval;
      provided, however, that as long as Licensee’s marketing budget is a minimum of
      10% of good faith revenue projections and is allocated in accordance with
      industry standard, then Platinum’s approval is not required. To
      the
      extent that the development cycle for the Title permits, Licensee shall
      prominently display a playable demo for the Title at major trade shows in the
      United States, Europe and Japan prior to the Title's Release to the extent
      that
      Licensee exhibits at such trade shows.  

     

    (b) Marketing
      Particulars:
      In no
      way limiting the previous paragraph, Platinum shall have prior approval over
      Licensee's marketing plans for distribution of the Title, such approval not
      to
      be unreasonably withheld, with separate plans due for the U.S. and European
      markets for the
      Title.
      Licensee's marketing plans for the Title shall be delivered to Platinum at
      least
      three (3) months before Release of the Title. Platinum shall approve or
      disapprove the marketing plans in writing within ten
      (10)
      business
      days of receiving the plan(s) from Licensee. 

     

    (c) Packaging,
      Collateral Materials and Advertising:
      The
      quality and style of the packaging, collateral and advertising materials for
      the
      Title shall be subject in all respects to Platinum's prior written approval,
      which shall not be unreasonably withheld. Licensee's submissions of sample
      packaging, collateral and advertising materials to Platinum shall permit
      Platinum ten
      (10)
      business days for
      review before production, display or other use and in any case, such submissions
      shall not be made less than ten (10) business days before production deadlines.
      Only after Platinum has approved the packaging, collateral and advertising
      materials may Licensee proceed with production thereof, with no alterations
      from
      the approved packaging, collateral and advertising materials; provided, however,
      Licensee may make immaterial changes to the materials, only if such changes
      do
      not change the artwork and/or graphics contained in the materials approved
      by
      Platinum and do not affect Platinum's Property elements as contained in the
      above-mentioned materials. Examples of immaterial changes are translated
      versions of the materials into foreign languages and the addition of a local
      rating to the materials, which examples are not meant to be an exhaustive list
      of immaterial changes. Platinum's approval rights with respect to all such
      marketing related materials shall be rendered in accordance with provisions
      of
      Paragraph 11 below


    
      
        
        

      

      
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    (d) Media
      Cooperation and Integration:
      Platinum shall make commercially
      reasonable
      efforts
      to
      facilitate cross-promotional opportunities and cross-media integration with
      Platinum marketing teams and the motion picture studio for the Property to
      provide cooperation in motion picture and Title marketing efforts. Such
      commercially reasonable efforts shall include, but are not limited to, inclusion
      of the in theatrical and DVD marketing media, one sheets, trailers, radio and
      television spots, and outdoor, print, and online advertisements; shared
      in-theater presence (such as standees, mobile, and concession merchandising);
      inclusion in third-party promotions; website integration of Title features;
      retail (such as the Title trailer on the DVD and inclusion in the DVD sell
      sheet
      and posters); packaging and manual placements; and access to theatrical,
      promotional, and licensing materials ten (10) months prior to Title release.
      At
      Platinum's discretion, and provided Platinum provides marketing plans and
      materials in sufficient time, Licensee shall
      cause
      the marketing plans and strategy for the Title be
      tied
      to, complement and be coordinated with the marketing plans and strategy of
      Platinum and the major motion picture studio. 

     

    (e) Sponsorships:
      Licensee is granted the right to integrate product placements, advertising,
      or
      sponsorships (collectively, “Sponsorships”)
      into
      the Title; however, Licensee shall not engage in any such Sponsorships with
      respect to the Title without the prior written approval of Platinum,
      which
approval
      may not be unreasonably withheld. Should
      Platinum approve a proposed Sponsorship for the Title for which financial
      remuneration is to be received by Licensee, then as a condition of Platinum's
      approval, Platinum
      shall receive a 50% share of the net
      revenue
      received
      by
      Licensee for
      such
      Sponsorship, less only unaffiliated third-party fees (“Sponsorship
      Revenue”).
       

     

    (f) Strategy
      Guides:
      Licensee is granted the right to create strategy guides for the Title. Platinum
      shall receive 15% of the revenue received by Licensee with respect to such
      strategy guides.

     

    11. PLATINUM
      APPROVALS:
      Licensee
      shall deliver to Platinum for its review and written approval all the
      Deliverables, the Title and materials created, developed and/or to be used
      in
      the Title and in connection with the distribution, marketing and promotion
      thereof. Notwithstanding
      anything to the contrary contained in this Agreement, Platinum's approval of
      any
      of the Deliverables, the Title and materials to be approved pursuant to this
      Agreement shall not be unreasonably withheld or delayed.
      Licensee acknowledges that Platinum's approval shall include the approval of
      any
      third party who has approval rights over the Property. 
      For the
      sake of clarity, with respect to any dispute that may arise between Platinum
      and
      Licensee regarding the Titles’ developer, budget, production, distribution, or
      marketing, the decision of Licensee shall prevail.

     

    (a) Development
      Company Approval:
      Licensee
      shall consult
      with Platinum in good faith as to each developer Licensee proposes to hire
      for
      the Title (the “Developer”)
      and
      the parties shall mutually agree as to such selection. Licensee shall obligate
      Developer to maintain those members identified as key in the development process
      to remain involved in the Title's development throughout the entire development
      cycle or to be replaced promptly with members of comparable skill and ability.
      Licensee
      shall submit to Platinum the following information and materials about and
      from
      the development companies Licensee
      proposes to hire to develop the Title:
      developer
      name,
      location and contact information, biographies
      of senior management of developer(s), names, titles duties, and curricula vitae
      of key team members who will work on the Title, a
      complete listing of all titles
      developer(s)
      have
      developed and samples of titles developer(s)
      have
      developed, in multiple formats. 


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    (b) Concept
      / Treatment:
      Licensee first will deliver to Platinum a concept / treatment for the Title,
      which will outline the story line or plot for the Title as well as the other
      creative aspects of the Title, including but not limited to, the number of
      levels to be in the game and the purpose or plot (the mission) of such levels
      and the genre(s) of video game into which the Title will fall. The Title concept
      shall be derived from the Property storyline. The concept / treatment for the
      Title shall be subject to Platinum's approval (except that Platinum shall not
      have approval over the number of levels to be in the game). In this regard,
      Licensee shall have the right to submit a concept / treatment to Platinum for
      approval
      three
      times. Once the concept / treatment is approved by Platinum, Licensee shall
      seek
      concept approval from the console manufacturer in each of the relevant
      territories.

     

    (c) Design
      Document:
      If the
      concept /treatment for the Title is approved by Platinum, Licensee then shall
      submit to Platinum a game design document ("Design
      Document")
      which
      shall include a Milestone Schedule for the Title and will lay out all creative
      and technical aspects for the Title, including how Licensee intends to use
      the
      Property elements in the Title. The Design Document shall be subject to
      Platinum's written approval. In this regard, Licensee shall have the right
      to
      submit a Design Document to Platinum for approval
      three
      times. 

     

    (d) Milestone
      Deliverables:
      Licensee shall deliver to Platinum the following Milestone Deliverables for
      Platinum's written approval (subject to Paragraphs 11(b) and (c)):
      concept/treatment, design document, technical document, character models,
      material game builds and revisions, first playable version, Alpha, Beta and
      Gold
      Master candidate. Licensee shall also deliver to Platinum a Milestone Schedule
      in which descriptions for each Milestone Deliverable and the delivery dates
      for
      such Deliverables are set out, which Milestone Schedule shall mirror that which
      Licensee accepts from its Developer(s). With regard to the delivery dates for
      the final Deliverables of the Title, Licensee shall deliver the final
      Deliverables to Platinum in accordance with the Milestone Schedule. If Licensee
      fails to deliver the final Deliverables within three (3) months of the dates
      set
      out in the Milestone Schedule approved by Platinum, Platinum shall be
      entitled to terminate this Agreement in accordance with Paragraph 23. By way
      of
      clarification, Licensee shall have the opportunity to cure such non-delivery
      of
      the final Deliverable prior to any attempted termination provided that such
      later
      delivery of the final Deliverable permits the
      Title
to
      be
      commercially released as provided herein. 

     

    (e) Distribution
      Materials:
      All
"Distribution
      Materials",
      i.e.,
      all packaging, marketing, sales, advertising and promotional materials related
      to the Title, shall be subject to Platinum's written approval prior to the
      use
      thereof by Licensee.
      Licensee
      shall deliver to Platinum all
      Distribution Materials for
      Platinum's prior written approval.
      The
      quality and style of the packaging, collateral and advertising materials for
      the
      Title shall be subject in all respects to Platinum's prior written approval.
      Licensee shall submit to Platinum samples of the packaging, collateral and
      advertising materials before production, display or other use. Once Platinum
      has
      approved the packaging, collateral and advertising materials, Licensee may
      proceed with production thereof, provided there are no alterations
      from the approved packaging, collateral and advertising materials
      other
      than language localizations.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    (f) Approval
      Process:

     

    (i) Evaluation:
      Platinum shall approve or reject in writing all Milestone Deliverables and
      Distribution Materials submitted to it for its approval.

     

    (ii) Rejection:
      If
      Platinum rejects any Deliverable, Platinum shall provide to Licensee, in
      writing, the reasons for its rejection of the Deliverable. Licensee shall then
      make the changes to the Deliverable and resubmit it to Platinum for Platinum's
      reconsideration and approval. If the
      Deliverable is rejected more than three times based on a reason previously
      notified to Licensee by Platinum, then Platinum may either terminate this
      Agreement in accordance with Paragraph 23 or allow Licensee to resubmit the
      Deliverable.

     

    (iii) Collaborative
      Process:
      With
      regard to Platinum's approval rights, Platinum
      (which,
      as stated above, shall include any third party who has approval rights over
      the
      use of the Property)
      shall
      have input into all creative aspects of the Title. The development of the Title
      shall be a collaborative effort between Platinum and Licensee, such that
      Platinum shall have input and approval over all aspects of the Title, including,
      but not limited to, the look and feel of the Title, art direction, as well
      as
      the use of all elements of the Property in the Title and in the advertising,
      promotion and marketing thereof in accordance with this Agreement. Licensee
      understands and agrees that approval of any two-dimensional and static artwork
      does not constitute approval of the implementation of the artwork in the Title
      in three dimensional form and that Platinum has approval of the animated artwork
      and the specifications set forth in the Design Document as implemented in the
      Title and as set forth herein. Licensee also understands, agrees and
      acknowledges that Platinum has approval over the advertising, promotion and
      marketing of the Title, subject to the terms set forth herein. 

     

    (iv) Except
      as
      otherwise provided herein, Platinum shall approve or reject in writing all
      Deliverables and all Distribution Materials submitted to it for its approval
      within ten
      (10)
      days of
      Platinum's receipt thereof, except for the marketing plans, which shall be
      approved or disapproved as set forth in Paragraph 10(b). A rejection of any
      such
      submission shall include the reason(s) for such rejection.

     

    If
      Platinum does not approve or reject in writing a Deliverable and any
      Distribution Materials submitted within ten
      (10)
      days of
      its receipt and causes a significant delay in the development or in the
      marketing or sales of the Title, or if Platinum does not approve or disapprove
      the marketing plans as set forth in Paragraph 10(b), then Platinum and Licensee
      shall mutually and in good faith discuss and agree to any adjustments in the
      Milestone Schedule and/or Release Date which are necessary due to such delay.
      If
      through no fault or action of Platinum, Licensee fails to deliver the
      Deliverables for the Title on or before the dates agreed to by the parties,
      as
      shall be set forth in the Milestone Schedule as stated above
      but
      which in no event shall extend three (3) months beyond the Release Date
(subject
      to extension for any intervening force majeure events), and it becomes
      reasonably apparent to Platinum that such delays by Licensee will result in
      the
      Title not being ready for Release within
      three (3) months of the applicable Release
      Date
      (subject
      to extension for any intervening force majeure events), then Platinum shall
      be
      entitled to terminate this Agreement in accordance with Paragraph 23 and the
      rights granted
      herein shall automatically revert back to Platinum and the full Guarantee shall
      be due and payable to Platinum. If, through no fault or action of
      Platinum,
      Licensee
      fails to Release the Title by the date(s) set forth in Paragraph 8, Platinum
      shall be entitled to terminate this Agreement in
      accordance with Paragraph 23
      and the
      rights to such format granted herein shall automatically revert back to Platinum
      and the full Guarantee shall be due and payable to Platinum. 


    
      
        
        

      

      
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    Whenever
      a party has an obligation to pay a portion of or remainder of the Guarantee,
      as
      set forth in this Paragraph 11, then that party shall make such payment within
      thirty (30) days of the date of written notice from the other party regarding
      the event or condition triggering the repayment obligation.

     

    12. OBLIGATIONS
      OF PLATINUM:

     

    (a) Required
      Licenses:
      Platinum will obtain any and all necessary approvals to use the elements of
      the
      Property in the Title for which Platinum has granted Licensee the
      rights.

     

    (b) Third
      Party Participation Fees:
      Platinum shall be solely responsible for paying any and all merchandising
      participation fees and royalties that Platinum may be obligated to pay with
      respect to having such rights in and to the Property which may arise from
      Licensee's exploitation of the rights granted it under this Agreement. Licensee
      shall be responsible for the payment of any and all fees, costs, expenses and
      royalties of any kind arising from any services rendered by Property talent
      (including acting, writing and directing talent), if any, for and in connection
      with the Title or any reuse fees or third party licenses as may be authorized
      hereunder.

     

    13. INTELLECTUAL
      PROPERTY RIGHTS:

     

    (a) Ownership:

     

    (i) Platinum:
      Platinum
      or its assigns own, and Licensee or its assigns will not claim any right, title
      or interest in and to, and expressly acknowledge that they do and will not
      own,
      all Intellectual Property Rights in and to the Property, including storylines,
      characters, names, symbols, titles and logos based on the Property. Licensee
      shall cause Platinum to own the aforesaid rights and shall set forth in its
      agreement with its developer(s) and any other third parties rendering services
      in connection with the production of the Title that Platinum shall be the
      exclusive owner of these rights as a party commissioning a work made for hire,
      or acquiring by assignment rights in a work made for hire (such as elements
      created by Licensee’s employees). Platinum's Intellectual Property Rights shall
      be indefeasible and irrevocable and shall not be subject to reversion under
      any
      circumstances, including cancellation, termination, expiration, or breach of
      this Agreement.

     

    All
      materials created hereunder shall be prepared by an employee-for-hire of
      Licensee under Licensee's sole supervision, responsibility and monetary
      obligation. If third parties who are not employees of Licensee contribute to
      the
      creation of the materials, Licensee shall obtain from such third parties, prior
      to commencement of work, a full written assignment of rights so that all right,
      title and interest in the materials, throughout the universe, in perpetuity,
      shall vest in Platinum.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    (ii) Licensee:
      Licensee and its assigns shall own, and Platinum or its assigns will not claim
      any right, title or interest in and to, and expressly acknowledge that they
      do
      and will not own, the artwork of the Title (the “Licensee
      Created Artwork”)
      and any
      pre-existing software tools and/or any game engines (pre-existing or developed
      for the Title) owned or controlled by Licensee or its developers and used in
      the
      Title and such tools and engines shall not be deemed to be part of Platinum's
      Intellectual Property. Licensee’s ownership in the Licensee Created Artwork
      shall not extend to any elements of Platinum’s Intellectual Property that are
      included within the Licensee Created Artwork, and Licensee shall have no right
      to exploit or use Licensee Created Artwork outside the parameters of this
      Agreement unless Licensee is able to remove all aspects of and/or references
      to
      the Platinum Intellectual Property included in such Licensee Created Artwork.
      Licensee shall own all Intellectual Property Rights in and to the Source
      Materials developed for the Title, as limited by any ownership interest the
      console manufacturing entity(ies) may have in the Source Materials with respect
      to its Intellectual Property for its/their respective platform(s).

     

    (b) Moral
      Rights:

     

    (i) Licensee:
      Licensee hereby does expressly assign to Platinum any and all rights of
      paternity or integrity, rights to claim authorship, to object to any distortion,
      mutilation or other modification of, or other derogatory actions in relation
      to,
      any of Platinum's Intellectual Property Rights in and to the Property and Title,
      whether or not such would be prejudicial to Platinum's honor or reputation,
      and
      any similar right, existing under judicial or statutory law of any country
      in
      the world, or under any treaty ("Moral
      Rights"),
      regardless of whether such right is denominated or generally referred to as
      a
      moral right. Licensee hereby does irrevocably transfer and assign to Platinum
      any and all Moral Rights that Licensee may have in Platinum's Intellectual
      Property Rights in and to the Property and Title and shall cause Licensee's
      employees and contractors, including Licensee's developers of the Title, to
      do
      likewise. Licensee hereby does forever waive and agree never to assert any
      and
      all Moral Rights it may have in Platinum's Intellectual Property Rights in
      and
      to the Property and Title and shall cause its employees and contractors
      (including the developers) to do likewise.

     

    (ii) Platinum:
      Platinum hereby does expressly assign to Licensee any and all rights of
      paternity or integrity, rights to claim authorship, to object to any distortion,
      mutilation or other modification of, or other derogatory actions in relation
      to,
      any of Licensee's Intellectual Property Rights in and to the Title, whether
      or
      not such would be prejudicial to either of their respective honors or
      reputations, and any similar right, existing under judicial or statutory law
      of
      any country in the world, or under any treaty regardless of whether such right
      is denominated or generally referred to as a moral right. Platinum hereby does
      irrevocably transfer and assign to Licensee any and all Moral Rights that
      Platinum may have in Licensee's Intellectual Property Rights in and to the
      Title
      and shall cause Platinum employees and contractors, if any, to do likewise.
      Platinum hereby does forever waive and agree never to assert any and all Moral
      Rights it may have in Licensee's Intellectual Property Rights in and to the
      Title and shall cause its employees and contractors to do likewise.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


    (c) Assignment
      and Cooperation:

     

    (i) Licensee:
      Promptly upon the written request of Platinum, Licensee agrees to execute and
      deliver, and cause its employees and contractors (if any) and such contractors'
      employees to execute and deliver, to Platinum or to such third party as Platinum
      reasonably may direct, without further compensation, any and all powers of
      attorney, assignments, applications (whether original, continuation, divisional,
      reissue, extension or renewal) and other papers which may be necessary or
      desirable fully to secure to and perfect in Platinum (or such party as Platinum
      may designate) the rights in the Intellectual Property addressed in Paragraphs
      13(a)(i) and 13(b)(i) hereof, in the United States and in any foreign country.
      As reasonably necessary, Licensee agrees to assist Platinum and to cause its
      employees and contractors (if any) hereunder and such contractors' employees
      to
      assist Platinum in every proper way (including, without limitation, appearing
      as
      a witness to provide testimony), entirely at Platinum's expense and for
      Platinum's benefit, in connection with prosecuting, securing, maintaining,
      enforcing and defending any such Platinum Intellectual Property.

     

    (ii) Platinum:
      Promptly upon the written request of Licensee, Platinum agrees to execute and
      deliver, and cause its employees and contractors (if any) and such contractors'
      employees to execute and deliver, to Licensee or to such third party as Licensee
      may reasonably direct, without further compensation, any and all powers of
      attorney, assignments, applications (whether original, continuation, divisional,
      reissue, extension or renewal) and other papers which may be reasonably
      necessary to secure to and perfect in Licensee (or such party as Licensee may
      designate) the rights in Licensee's Intellectual Property addressed in
      Paragraphs 13(a)(ii) and 13(b)(ii) hereof, in the United States and in any
      foreign country. Platinum agrees to assist Licensee, and to cause its employees
      and contractors (if any) hereunder and such contractors' employees to assist
      Licensee in every proper way (including, without limitation, appearing as a
      witness to provide testimony), entirely at Licensee's expense and for Licensee's
      benefit, in connection with prosecuting, securing, maintaining, enforcing and
      defending any such Intellectual Property.

     

    14. DEVELOPMENT
      COSTS / RESPONSIBILITY FOR EXPENSES:
      As
      between Platinum and Licensee, and except as provided in Paragraph 12(b) above,
      Licensee shall be solely responsible for and shall pay all development costs
      for
      the Title. Licensee also shall be solely responsible for any and all other
      costs
      associated with the distribution of the Title, including packaging, advertising,
      promotional, manufacturing and all other such related costs.

     

    15. PRODUCT
      LIABILITY INSURANCE:
      Licensee shall obtain and maintain at its own expense product liability
      insurance from a qualified insurance carrier, in the amount of $5,000,000 for
      bodily injury and $100,000 for property damage. Platinum shall be added as
      a
      named insured to the policy, and the policy shall be non-cancelable except
      after
      10 calendar days' prior written notice to Platinum. Licensee shall furnish
      Platinum with a copy of
      such
      policy within 30 calendar days after signature of this Agreement by
      Platinum.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    


    16. ROYALTY
      ACCOUNTING AND PAYMENT:
      Licensee shall compute payments of Platinum's Royalties on an annual calendar
      quarterly basis. Within sixty (60)
      days
      after the last day of each calendar quarter, Licensee shall deliver to Platinum
      a statement showing, to the full extent provided Licensee by the Distributor,
      the number of unit sales delineated by format and by country of sale, any and
      all allowable deductions the amount of Royalties earned based on such unit
      sales, the amount to be recouped from such unit sales, if any, and application
      information with respect to mobile revenue. These quarterly statements are
      to be
      delivered to Platinum whether Royalties are payable to Platinum or not. Licensee
      will pay to Platinum the Royalties due, if any, simultaneously with delivery
      of
      the statement. Neither the acceptance of any payment or Royalty statement nor
      the deposit of any check shall preclude Platinum from questioning the
      correctness of such payment or Royalty statement at any time.
      Notwithstanding the foregoing, Platinum agrees to assist Licensee in
      coordinating with Distributor(s) the start of the first reporting and payment
      period to prevent inadvertent breach or frustration of the purposes hereof.
      

     

    To
      the
      extent necessary to comply with the laws, rules and regulations of the United
      States, and any treaties between the United States and any foreign countries
      which are in the Territory, and for the sake of this Agreement Canada is
      acknowledged to be outside the United States, on the Royalties payable to
      Platinum hereunder, Licensee shall be entitled to withhold from any Royalties
      due Platinum foreign withholding taxes at the applicable rate set forth in
      such
      treaties which are payable by Platinum (on the Royalties payable to Platinum)
      to
      such foreign countries; provided, however, that within one hundred and eighty
      (180) days after the date of any payment of such foreign withholding tax
      withheld by Licensee in respect of any payment herein, Licensee shall furnish
      to
      Platinum the original or a certified copy of a receipt evidencing payment
      thereof in a form acceptable to the government of the foreign country or other
      relevant local tax authority, certifying the fact that such tax has been duly
      paid and account to Platinum for its pro-rata share of such tax credit, if
      any.

     

    Notwithstanding
      the foregoing, Platinum agrees to work with Licensee and its Distributor in
      good
      faith in order to detail the various systems and processes with respect to
      the
      reporting obligations contained herein. Nothing contained in the immediately
      preceding sentence shall be deemed to amend or alter Licensee’s obligations
      contained herein. 

    


    17. BOOKS
      AND RECORDS:
      Licensee shall keep, maintain and preserve at its principal place of business,
      for at least two (2) years following termination or expiration of the Term
      of
      this Agreement, complete and accurate records of accounts, including, without
      limitation, invoices, correspondence, banking, financial and other records,
      pertaining to the subject matter and terms of this Agreement. Such records
      shall
      be maintained as confidential, except Platinum may make copies of such records
      regarding the subject matter of this Agreement, in whole or in part, if it
      exercises its right to inspect Licensee's books and records, provided that
      it
      may only use such records to enforce its rights under this Agreement. During
      the
      Term and for two (2) years following any expiration or termination of the
      Agreement, these records shall be available for inspection and audit by an
      independent certified public accountant at any time as follows: (a)
      not
      more than once per year, (b)
      during reasonable business hours, and (c)
      upon
      reasonable notice. Licensee agrees not to cause or to permit any interference
      with the independent certified public accountant in the performance of its
      duties of inspection and audit and the independent certified public accountant
      shall have access to any and all pertinent books and records regardless of
      the
      location where the same may be maintained by Licensee. Platinum shall pay the
      fees and expenses of the auditor for the examination; except that if any
      examination discloses a shortfall in the payments due to Platinum hereunder
      for
      the period being audited of ten percent (10%) or more, Licensee shall together
      with such shortfall payment and applicable interest thereon calculated from
      the
      date first owed, pay the reasonable outside fees and expenses of the auditor
      for
      that examination within thirty (30) days of notice that such fees are due.
      In
      the event such a shortfall is uncovered in an audit, Platinum thereafter shall
      be entitled to audit twice per year for the remainder of the Term.


    
      
        
        

      

      
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    18. PUBLICITY
      AND PROMOTION:
      Neither
      party shall publicize, advertise or otherwise make public the relationship
      between the parties or the development of the Title until such time as both
      parties have mutually agreed upon all aspects for such announcement(s), such
      as
      but not limited to the vehicle for such announcement(s) and the wording
      thereof.

     

    19. REPRESENTATIONS
      AND WARRANTIES:

     

    (a) By
      Licensee:
      As an
      inducement to Platinum entering into and consummating this Agreement, Licensee
      represents, warrants and covenants as follows:

     

    (i) Organization
      Representations; Enforceability:
      Licensee is duly organized, validly existing and in good standing in the
      jurisdiction as stated above. The execution and delivery of this Agreement
      by
      Licensee and the transactions contemplated hereby have been duly and validly
      authorized by all necessary action on the part of Licensee. This Agreement
      constitutes a valid and binding obligation of Licensee, enforceable in
      accordance with its terms.

     

    (ii) No
      Conflict:
      The
      entering into and performance of this Agreement by Licensee does not and will
      not violate, conflict with or result in a material default under any other
      contract, agreement, indenture, decree, judgment, undertaking, conveyance,
      lien
      or encumbrance to which Licensee or any of its Affiliates is a party or by
      which
      it or any of its property is or may become subject or bound.

     

    (iii) Right
      to Make Full Grant:
      Licensee has and shall have all requisite ownership, rights and licenses to
      perform its obligations under this Agreement fully as contemplated hereby and
      to
      grant to Platinum all rights to be granted in this Agreement, free and clear
      of
      any and all agreements, liens, adverse claims, encumbrances and interests of
      any
      Person or party.

     

    (iv) Authorized
      Publisher:
      Licensee represents and warrants it is an authorized and licensed publisher
      for
      all of the various console and handheld platforms contemplated for exploitation
      under this Agreement and Licensee is in good standing with all such platform
      proprietors, and that Licensee shall comply with all the terms of its publisher
      license agreements with such console manufacturer.

     

    (v) Developer's
      Agreement:
      Licensee shall enter into a written agreement with all developers of the Title.
      Such developers shall be and remain throughout development authorized developers
      for the particular proprietary platforms for which the Title is
      developed.


    
      
        
        

      

      
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    (vi) Non-Infringement:
      With
      respect to any material supplied by Licensee, its developers or other vendors
      in
      connection with the Title, such materials do not and will not infringe upon
      or
      misappropriate any copyright, trademark,
      patent, trade secret or other proprietary right of any third party.

     

    (vii) No
      Pending or Current Litigation:
      Licensee is not involved in current litigation, arbitration or any other claim
      and knows of no pending litigation, arbitration, other claim, or fact which
      may
      be the basis of any claim which would prevent Licensee from making the
      representations set forth in Paragraph 19(a)(ii) and 19(a)(vi)
      above.

     

    (viii) No
      Harmful Content/Acts:
      The
      Title
      does not and will not contain any matter which is injurious to end-users or
      their property, and will not contain any matter which is scandalous, libelous,
      obscene, an invasion of privacy or otherwise unlawful or tortious. Further,
      Licensee warrants and represents that all aspects of its obligations hereunder
      with respect to the Title (including development, distribution, manufacturing,
      advertising and promotion thereof) shall be of such quality as to reasonably
      maintain or enhance the Title and the Intellectual Property Rights contained
      therein and the goodwill pertaining thereto. Licensee recognizes the goodwill
      of
      Platinum in and to the Property and the name and logos of Platinum. Licensee
      represents and warrants that it shall not do anything (whether by taking action
      or failing to take action) that would attack or harm the goodwill of the
      Property and/or the name and logos of Platinum and/or the Intellectual Property
      Rights contained therein.

     

    (ix) Inspection
      and Testing of Milestones:
      Licensee shall have inspected and tested the Milestones and Title before
      delivery to Platinum to ensure they contain no material Bugs, including computer
      viruses, booby traps, time bombs or other programming designed to interfere
      with
      the normal functioning of the Title.

     

    (b) By
      Platinum:
      As an
      inducement to Licensee entering into and consummating this Agreement, Platinum
      represents and warrants as follows:

     

    (i) Enforceability:
      Platinum Studios,
      Inc. is
      duly
      organized, validly existing and in good standing in the jurisdiction as stated
      above. The execution and delivery of this Agreement by Platinum and the
      transactions contemplated hereby have been duly and validly authorized by all
      necessary action on the part of Platinum. This Agreement constitutes a valid
      and
      binding obligation of Platinum, enforceable in accordance with its
      terms.

     

    (ii) Right
      to Make Full Grant:
      Platinum has and shall have all requisite rights and licenses to perform its
      obligations under this Agreement fully as contemplated hereby and will obtain
      all necessary licenses, clearances and permissions in respect of the Property
      to
      be used in the Title only as such obligations have been expressly assumed by
      Platinum hereunder.


    
      
        
        

      

      
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    (iii) Non-Infringement:
      The
      Property (and any portion thereof) and Licensee's use of the Property do not
      and
      will not infringe upon or misappropriate any copyright, trademark, patent,
      trade
      secret or other intellectual property or proprietary right of any third party
      or
      violate any applicable law or regulation, and will
      not
      contain any matter which is scandalous, libelous, obscene, an invasion of
      privacy or otherwise unlawful or tortious.
      The
      matter contained therein will be consistent with matter given a "T" rating
      by
      the Motion Picture Association of America.

     

    (iv) No
      Conflict:
      The
      making and entering of this Agreement by Platinum does not violate any agreement
      existing between Platinum and any other person or entity. 

     

    20. INDEMNIFICATION:

     

    (a) By
      Licensee:
      Licensee hereby indemnifies Platinum, its parent companies, affiliates,
      officers, directors, employees, and agents, and agrees to defend and hold them
      harmless from and against any and all liability, damage, costs, loss or expense
      (including reasonable attorney's fees and costs) arising from, out of or in
      connection with any third party claim, demand, action or proceeding based upon
      the breach or
      alleged breach of
      any of
      Licensee's representations or warranties set forth in this Agreement and any
      third party claim, demand, action or proceeding arising out of the development,
      manufacturing, marketing, sales, distribution and exploitation of the Title
      by
      Licensee and those third parties acting under the authority of Licensee in
      the
      development, manufacturing, marketing, sales, distribution and exploitation
      of
      the Title (all except to the extent covered by Platinum’s indemnity below);
      provided, however, Platinum shall give prompt notice to Licensee of the
      assertion of any such claims and provided further that Licensee shall have
      the
      right to select counsel (with Platinum's approval of such counsel) and control
      the defense thereof, subject to the right of Platinum to participate therein
      at
      Platinum's own expense. Licensee shall not settle any such claim without the
      prior written approval of Platinum.

     

    (b) By
      Platinum:
      Platinum hereby indemnifies Licensee, its parent companies and affiliates,
      officers, directors, agents and employees, and agrees to defend and hold them
      harmless from and against any and all liability, damage, costs, loss or expense
      (including reasonable attorney's fees and costs) arising from, out of or in
      connection with any third party claim, demand, action or proceeding based upon
      the breach or alleged breach of any of Platinum's representations or warranties
      set forth in this Agreement; provided, however, Licensee shall give prompt
      notice to Platinum of the assertion of any such claims and Platinum shall have
      the right to select counsel (with
      Licensee’s approval of such counsel) and control the defense thereof, subject to
      the right of Licensee to participate therein at Licensee's own expense.
Platinum
      shall not settle any such claim without the prior written approval of
      Licensee.

     

    21. PIRACY/THIRD-PARTY
      INFRINGEMENT:
      Platinum shall have the sole right to pursue any piracy or infringement of
      its
      Intellectual Property Rights in and to the Property as used in the Title and
      all
      collateral materials therefore in such manner as Platinum in its sole discretion
      deems appropriate, including bringing an action for piracy or infringement
      on
      behalf of itself (and Licensee, if necessary,
      subject
      to Licensee’s right to approve counsel).
      Licensee
      shall cooperate fully with Platinum in any such action at Platinum's
      expense.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    


    Licensee
      shall have the right to pursue any piracy or infringement of its Intellectual
      Property Rights in and to the Title in such manner as Licensee in its sole
      discretion deems appropriate, including bringing an action for piracy or
      infringement on behalf of itself (and Platinum, if necessary, subject to
      Platinum's right to approve counsel). Platinum shall cooperate fully with
      Licensee in any such action at Licensee's expense.

     

    22. CONFIDENTIALITY:

     

    (a) Preservation
      of Confidentiality:
      Each
      party ("Receiving
      Party")
      agrees
      that it will hold all Confidential Information of the other party ("Disclosing
      Party")
      in
      trust for the sole benefit of the Disclosing Party and for the exercise of
      the
      limited rights expressly granted to the Receiving Party under this Agreement.
      The Receiving Party shall take all steps reasonably necessary to preserve the
      confidentiality of the Confidential Information of the Disclosing
      Party,
      including, but not limited to, those steps that the Receiving Party takes to
      protect the confidentiality of its own most highly confidential
      information.
      Except
      as
      may be expressly authorized by the Disclosing Party in writing, the Receiving
      Party shall not at any time either before or after termination or expiration
      of
      this Agreement, directly or indirectly: (i)
      disclose any Confidential Information to any Person other than an employee
      or
      subcontractor (including Licensee’s Developer(s) and Distributor(s)) of the
      Receiving Party who needs to know or have access to such Confidential
      Information for the purposes of this Agreement, and only to the extent necessary
      for such purposes; (ii)
      except as otherwise provided in this Agreement, duplicate the Confidential
      Information for any purpose whatsoever; or (iii)
      use
      the Confidential Information for any reason or purpose other than as expressly
      permitted in this Agreement. A Receiving Party may disclose Confidential
      Information to its owners, officers and employees, and those of its parent
      companies and Affiliates, on a need to know basis. Except
      as
      otherwise approved by Platinum, nothing
      in this
      Paragraph authorizes Licensee to provide or disclose Property-related
      Confidential Information to its Distributors, including, without limitation,
      marketing plans and scripts.

     

    The
      Receiving Party shall notify each of its employees and subcontractors (including
      Licensee’s Developer(s) and Distributor(s)) to whom it discloses or provides
      access to Confidential Information, that such disclosure or access is made
      in
      confidence and, prior to such disclosure or provision of access, the Receiving
      Party shall obtain such employee's or subcontractor's (including Licensee’s
      Developer’s and Distributor’s) written agreement to protect the confidentiality
      of the Confidential Information. 

     

    Notwithstanding
      the foregoing, the Receiving Party may disclose the following information to
      prospective employees in form and content approved in writing by the Disclosing
      Party, if reasonably necessary to obtain qualified employees: (i) the Disclosing
      Party's general business purpose; (ii) the general business relationship between
      the parties; and (iii) the Disclosing Party's general business plans with
      respect to the general business relationship between the parties. Prior to
      the
      disclosure of any of the foregoing to any prospective employee or Developer,
      the
      Receiving Party shall first require the prospective employee or Developer to
      sign a confidentiality agreement under which the prospective employee or
      Developer agrees to keep the foregoing information
      confidential.


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    


    (b) Obligations
      Upon Unauthorized Disclosure:
      If at
      any time the Receiving Party becomes aware of any unauthorized duplication,
      access, use, possession or knowledge of any Confidential Information, the
      Receiving Party shall immediately notify the Disclosing Party. The Receiving
      Party shall provide any and all reasonable assistance to the Disclosing Party
      to
      protect the Disclosing Party's proprietary rights in any Confidential
      Information that the Receiving Party or its employees or subcontractors may
      have
      directly or indirectly disclosed or made available and that may be duplicated,
      accessed, used, possessed or known in a manner or for a purpose not expressly
      authorized by this Agreement, including, but not limited to enforcement of
      confidentiality agreements, commencement and prosecution in good faith of legal
      action (alone or with the Disclosing Party), and reimbursement for all
      reasonable attorneys' fees (and all related costs), costs and expenses incurred
      by the Disclosing Party to protect its proprietary rights in the Confidential
      Information. The Receiving Party shall take all reasonable steps requested
      by
      the Disclosing Party to prevent the recurrence of any unauthorized duplication,
      access, use, possession or knowledge of the Confidential Information. An
      unauthorized disclosure of Confidential Information by a Receiving Party's
      subcontractors (including Licensee's Developer(s) and Distributor(s)) shall
      be
      deemed a breach of this Agreement by the Receiving Party under Paragraph
      23.

     

    (c) Exceptions:
      The
      foregoing restrictions will not apply to information to the extent that the
      Receiving Party can demonstrate such information (i)
      was
      known to the Receiving Party at the time of disclosure to the Receiving Party
      by
      the Disclosing Party as shown by the files of the Receiving Party in existence
      at the time of disclosure; (ii)
      has
      become publicly known through no wrongful act of the Receiving Party;
(iii)
      has
      been rightfully received from a third party authorized by the Disclosing Party
      to make such disclosure without restriction; (iv)
      has
      been approved for release by written authorization of the Disclosing Party;
      or
(v)
      has
      been disclosed by court order or as otherwise required by law, provided that
      the
      Receiving Party has notified the Disclosing Party immediately upon learning
      of
      the possibility of any such court order or legal requirement and has given
      the
      Disclosing Party a reasonable opportunity (and cooperated with the Disclosing
      Party) to contest or limit the scope of such required disclosure (including
      without limitation application for a protective order).

     

    (d) Confidentiality
      of Agreement:
      Notwithstanding Paragraph 23(a), each party may disclose the terms and
      conditions of this Agreement (i)
      as
      required by any court or other governmental body or as otherwise required by
      law, provided that such party has notified the other party immediately upon
      learning of the possibility of any such requirement and has given the other
      party a reasonable opportunity (and cooperated with the other party) to contest
      or limit the scope of such required disclosure (including without limitation
      application for a protective order); (ii)
      to
      legal counsel; (iii)
      in
      confidence to accountants, banks, and financing sources and their advisors;
      and
(iv)
      in
      confidence in connection with the enforcement of this Agreement or rights under
      this Agreement.

     

    (e) Return
      of Confidential Materials:
      Upon
      any expiration or termination of this Agreement or the completion of Licensee's
      services hereunder, or at any time that either party may request, each party
      shall promptly return to the other all Confidential Information in tangible
      form
      which is then in the possession or control of such party.


    
      
        
        

      

      
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    23. TERMINATION: 

     

    (a) Termination
      by Platinum:
      In
      addition to Platinum’s right to terminate this Agreement pursuant to Paragraph
      6, Platinum shall have the right to terminate in its discretion this Agreement
      for breach (i)
      if
      Licensee fails to seek or obtain Platinum's approval of any materials to be
      approved by Platinum hereunder and uses such materials or obtains Platinum's
      disapproval of such materials and uses such materials despite such
      disapproval
      in each
      case subject to a ten
      (10)
      day
      cure period where such failure to obtain Platinum’s approval does not result in
      any publicly-released or disseminated usage of such materials; (ii)
      upon
      Licensee's insolvency or liquidation as a result of which Licensee ceases to
      do
      business for a continuous
      period of one
      (1)
      month;
      (iii)
      in the event of a sale
      or
      transfer of all or substantially all of Licensee's assets to a direct competitor
      of Platinum or a Change
      of
      Control in Licensee, to which Platinum does not consent; (iv) if Licensee fails
      to continue to exploit the Title in a commercially reasonable manner as provided
      in this Agreement; or (v) in the case of any other breach
      which Licensee fails to cure within twenty (20) Business Days (or
      ten
      (10)
      days to
      cure in the event of any breach of any financial obligation of Licensee under
      this Agreement, unless
      otherwise specified in this Agreement) following
      written notice from Platinum specifying such breach. There
      shall be no cure period afforded Licensee in the event the breach by Licensee
      is
      of the type described in subsection (ii) above. In
      the
      event of such a termination by Platinum, and
      without limiting in any manner Platinum's rights and remedies, Platinum
      shall have no further liability or obligation with respect to this Agreement
      or
      to Licensee or to any of its contractors, and Platinum shall retain all
      Guarantee payments paid to it to date.
      Further, except as may be otherwise specified in this Agreement, in the event
      of
      termination by Platinum of this Agreement pursuant to this provision, any
      uncontested installments of the Guarantee unpaid at the time of termination
      of
      this Agreement shall be immediately due and payable by Licensee. 

     

    In
      the
      event Platinum terminates this Agreement, Licensee shall have no right to
      exploit, copy, make, reproduce, manufacture, market, publish, sell or
      distribute, or license such activities to others, the Title or any portions
      thereof, or Platinum's Intellectual Property, including the Property and that
      derived from the Property. In no event may Licensee develop, publish or
      distribute, or cause a third party to develop, publish or distribute the Title.
      Licensee shall retain all rights to its Intellectual Property, so long as it
      is
      not derivative of Platinum's Intellectual Property, as set forth in Paragraph
      13.
      Licensee
      shall take all necessary steps in its developer agreements to allow Platinum
      or
      its designee or licensee to continue the development of the Title directly
      with
      such Developer in the event of termination of this Agreement due to a Change
      of
      Control of Licensee or the sale or transfer of all or substantially all of
      Licensee's assets to a third party for which Platinum has not given its consent.
      Solely in the event of such termination, and if Platinum elects to continue
      development of the Title, Platinum shall reimburse Licensee for any costs
      incurred by Licensee pursuant to its developer agreements. Upon termination,
      in
      no event is Platinum limited from developing and publishing video game titles
      based on the Property for any and all Platform(s) or having third parties
      perform such activities, whether using the Platinum Intellectual Property
      created pursuant to this Agreement or not. Licensee shall retain all rights
      to
      the Licensee Intellectual Property in the Title, as set forth in Paragraph
      13.
      In the event of termination pursuant to this paragraph or pursuant to any other
      provision entitling Licensee to terminate this Agreement, Licensee promptly
      shall deliver to Platinum any and all Platinum Intellectual Property for the
      Title,
      whether
      Released or in process at the time of termination,
      including without limitation, all visual displays, scripts, literary treatments,
      characters, backgrounds, environments, and other elements visible to the Title's
      users; all sounds, sound effects, dialogue and voice recordings, soundtracks
      and
      other elements audible to the user; and all methods in which the user interacts
      with the characters, backgrounds, environments or other elements of the
      Milestone deliverables and Title and Platinum promptly shall deliver to Licensee
      any materials in Platinum's possession that contain Licensee Intellectual
      Property. 

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    


    Subject
      to any sell-off rights Licensee may have under Paragraph 25 below, Licensee
      shall have no right to continue to develop, manufacture, distribute or otherwise
      exploit the elements of the Title that contain any Platinum Intellectual
      Property, but Licensee shall be free to exploit any and all of the Licensee
      Intellectual Property Rights in and to the Title that are not derivative of
      the
      Platinum Intellectual Property Rights.

     

    In
      the
      event of Licensee's breach, the foregoing in no way limits any rights and
      remedies Platinum may have and Platinum may pursue any and all other rights
      and
      remedies at law and in equity it may have against Licensee.

     

    (b) Termination
      by Licensee:
      Licensee may terminate this Agreement upon written notice to Platinum
(i)
      as
      set forth in this Agreement, or (ii)
      for
      any breach of this Agreement by Platinum which Platinum fails to cure within
      twenty (20) Business Days following written notice from Licensee to Platinum
      specifying such breach.

     

    In
      the
      event Licensee terminates this Agreement, Platinum shall have no right to
      exploit, copy, make, reproduce, manufacture, market, publish, sell or
      distribute, or license such activities to others, the Title or portions thereof;
      provided, however, Platinum shall be free to exploit any and all rights to
      the
      Property if any, created by Licensee or its developers or any other person
      during the development and/or exploitation of the Title, and Platinum shall
      be
      free to exploit the Platinum Intellectual Property developed pursuant to this
      Agreement. However, this right does not include the right to use Licensee's
      Intellectual Property as described in Paragraph 13(a)(ii). Unless termination
      is
      specific to a particular format, upon termination, in no event is Platinum
      limited from developing and publishing video game titles based on the Property
      for any and all Platform(s), or having third parties perform such activities.
      Licensee shall retain all rights to its Intellectual Property in the Title,
      as
      set forth in Paragraph 13. 

     

    Subject
      to any sell-off rights Licensee may have under Paragraph 25 below, Licensee
      shall have no right to continue to develop, manufacture, distribute or otherwise
      exploit the elements of the Title that are Platinum's Intellectual Property,
      but
      Licensee shall be free to exploit any and all of its Intellectual Property
      Rights to the Title that are separable from Platinum's Intellectual Property
      Rights.

     

    24. SURVIVAL:
      The
      respective rights, obligations, representations and warranties of the parties
      under Paragraphs 2(a)(i), 2(h), 6, 7, 13,
      14,
      15, 17, 19, 20, 21, 22, 23, and 27 through 36 shall survive any termination
      or
      expiration of this Agreement (and any applicable sell-off period).

     

    25. SELL-OFF
      RIGHTS:
      Only
      in
      the case
      of termination of this Agreement by Licensee due
      to
Platinum's
      breach
      or upon expiration of the Term of this Agreement, Licensee shall have the right
      to sell-off such existing units for a period of one
      hundred and eighty (180) days
      from
      the date of Licensee's termination or expiration of this Agreement, whichever
      is
      sooner, on which Royalties shall be reported and paid to Platinum (including
      those royalties due under Paragraphs 2(a)(i)). After expiration of the
sell-off
      period, Licensee shall destroy all units of the Title that have not been sold,
      at Licensee's expense, and certify to Platinum in writing that such units have
      been destroyed.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    


    26. FORCE
      MAJEURE:
      Neither
      party shall be deemed in default of this Agreement to the extent that
      performance of their obligations or attempts to cure any breach are delayed
      or
      prevented by reason of any act of God, fire, natural disaster, accident, act
      of
      government, sabotage of material or supplies or any other cause beyond the
      control of such party ("Force
      Majeure"),
      provided that such party gives the other party written notice thereof promptly
      and, in any event, within fifteen (15) calendar days of discovery thereof.
      In
      the event of such a Force Majeure, the time for performance or cure shall be
      extended for a period equal to the duration of the Force Majeure but not in
      excess of ninety (90) days,
      after
      which
      ninety
      (90) day
      period,
      this Agreement may be cancelled by the party the performance of whose
      obligations is not affected by the Force Majeure, in that party's sole
      discretion.

     

    If
      cancellation of this Agreement due to a Force Majeure event, Platinum shall
      be
      entitled to keep all Guarantee, Production Fee and Royalty (if any) payments
      made to it as of such date.
      Notwithstanding anything to the contrary herein, if such force majeure event
      does not affect the Licensee and/or the Distributor(s), Licensee shall be
      entitled to distribute and sell the Title throughout the remainder of the Term
      of this Agreement. Licensee shall continue to account for and pay Royalties
      to
      Platinum for such sales.

     

    27. ASSIGNMENT:
      This
      Agreement shall be binding upon, and inure to the benefit of, the parties hereto
      and their respective successors and assigns; provided, however, Licensee may
      not
      assign, license or otherwise transfer this Agreement, in whole or in part,
      without the prior written approval of Platinum (which Platinum may grant or
      withhold in its reasonable discretion). Any such attempted assignment by
      Licensee shall be void and declared without effect. Notwithstanding the
      foregoing, the use of approved developers or Distributors shall not be deemed
      to
      be an assignment of this Agreement by Licensee, and Platinum approves the
      assignment of this Agreement to Vanguard Games, LLC or its related
      entities.

     

    A
      Change
      of Control of Licensee shall be deemed an assignment requiring Platinum's
      consent hereunder as shall a sale or transfer of substantially all of the assets
      of Licensee to a third party direct competitor of Platinum, except that the
      following shall not be deemed to be a Change of Control and shall not require
      Platinum’s consent hereunder: (i) an Initial Public Offering ("IPO") by
      Licensee; (ii) an
      investment in Licensee from a private equity fund or similarly situated
      institutional investor; or (iii) a sale or transfer of all or substantially
      all
      of the assets of Licensee to a third party, non-competitor of Platinum.


     

    28. NOTICES:
      All
      notices hereunder shall be in writing and shall be effective upon receipt.
      Notices may be sent by any reasonable means which allows confirmation of
      receipt, including facsimile. The parties shall notify each other of their
      respective facsimile numbers or any changes thereto or of their addresses for
      notice. Unless notice is given to the contrary, the parties' addresses and
      facsimile numbers for notice shall be that shown below the signature
      lines.

     

    29. INDEPENDENT
      CONTRACTOR:
      Licensee shall be deemed to have the status of an independent contractor, and
      nothing in this Agreement shall be deemed to place the parties in the
      relationship of employer-employee, principal-agent, partners or joint venturers.
      Neither party shall hold itself out contrary to the terms of this provision
      by
      advertising or otherwise.


    
      
        
        

      

      
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    30. GOVERNING
      LAW AND CONSENT TO JURISDICTION, VENUE AND SERVICE OF
      PROCESS:
      This
      Agreement, its validity, construction and effect, shall be governed by and
      construed under the laws of the State of California, without giving effect
      to
      its conflict of laws principles. Platinum and Licensee agree (a)
      to
      submit to the jurisdiction of any State and/or Federal Court situated within
      the
      County of Los Angeles in the State of California for any action brought arising
      under this Agreement; and (b)
      to
      waive any objection they may have now or hereafter to the venue of any suit
      brought pursuant to clause (a) above.

     

    31. WAIVER/
      REMEDIES:
      Any
      terms or conditions of this Agreement may be waived or qualified at any time
      by
      a party entitled to the benefit thereof by a written instrument executed by
      the
      party entitled to such benefit. No omission, delay or failure on the part of
      either party in exercising any rights hereunder, and no partial or single
      exercise thereof, will constitute a waiver of such rights or of any other rights
      hereunder. All remedies provided for in this Agreement are intended to be
      cumulative and not exclusive or in limitation of any other remedies, whether
      provided in other provisions of this Agreement or otherwise available under
      applicable law. 

     

    32. NUMBER
      AND GENDER:
      Except
      as otherwise specified, singular and plural forms, and gender forms, of pronouns
      and other words and terms herein shall be deemed interchangeable as required
      by
      the context and the identity of the parties.

     

    33. ILLEGAL
      ACTS:
      In no
      event shall this Agreement be construed as requiring Platinum or Licensee to
      commit any unlawful act or acts whatsoever.

     

    34. ENTIRE
      AGREEMENT:
      This
      instrument constitutes the entire agreement between the parties pertaining
      to
      the subject matter hereof and supersedes all prior and contemporaneous
      agreements, negotiations and understandings, oral or written. This Agreement
      may
      be modified only by an instrument in writing duly executed by both parties.
      This
      Agreement, including the attached Glossary Addendum, states the entire terms
      and
      conditions agreed to by the parties with regard to the subject matter addressed
      in this Agreement.


    
      
        
        

      

      
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    COUNTERPARTS:
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original and all of which when taken together shall constitute one
      and
      the same instrument.

    

      
        	
                BRASH
                  ENTERTAINMENT, LLC ("Licensee")

              	 	
                PLATINUM
                  ANIMATION, LLC ("Platinum")

              
	 	 	 	 	 
	
                By

              	 	 	
                By

              	 
	 	
                Its

              	 	 	
                Its

              
	
                Date

              	 	 	
                Date

              	 
	 	 	 	 	 
	
                Brash
                  Entertainment, LLC

              	 	
                Platinum
                  Studios, Inc.

              
	
                Attention:
                  General Counsel

              	 	
                Attention:
                  General Counsel

              
	
                6353
                  Sunset Boulevard, 6th
                  Floor

              	 	
                11400
                  W. Olympic Blvd., 14th
                  Floor

              
	
                Hollywood,
                  CA 90028

              	 	
                Los
                  Angeles, CA 90064

              
	
                Telephone:
                  323-465-9882

              	 	
                (310)
                  807-8100 

              
	
                Facsimile:
                  323-465-9883

              	 	
                [FACSIMILE]

              


      

    


    
      
        
        

      

      
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    GLOSSARY
      ADDENDUM

     

    "Affiliate",
      an
"Affiliate"
      of or a
      Person "Affiliated
      with"
      a
      specified Person shall mean another Person that, directly or indirectly,
      controls, is controlled by or is under common control with, the Person specified
      (other than independent contractors and leased employees), provided that the
      officers having management responsibility and the directors of the Person
      specified shall be deemed to be Affiliates of such Person. For purposes of
      the
      foregoing, "control" means 25% or more direct or indirect equity ownership
      or
      voting control.

     

    "Alpha"
      shall
      mean the Milestone where the major development work of the Title has been
      completed, and from this Milestone onwards the production activities shift
      from
      creating the Title to finishing the Title. The Title shall be delivered running
      on the final platforms and delivery media (e.g. CD or DVD) and it shall be
      possible to play through the entire Title from start to finish. This Deliverable
      shall contain all of the final Title content with the only exception being
      non-playable items such as full motion video or music, for which placeholders
      will be provided. The Title shall be fully localized to ensure that languages
      can be fully tested. The Title shall provide access to parameters which allow
      the Title's elements to be adjusted and balanced. A test plan including the
      full
      structure of the Title as well as estimates of how much time is required to
      fully test the Title shall be included.

     

    "Beta"
      shall
      mean a post-Alpha Milestone of the Title meeting all Alpha requirements and
      in
      substantial conformance with the design document, with all features and
      functions implemented, which effectively addresses all comments theretofore
      received in reviews of any prior Milestone submissions and in which all
      interface, memory allocation and code size issues are effectively addressed.
      This submission must pass established testing procedures and have no known
      Bugs.

     

    "Bug(s)"
      shall
      mean a repeatable phenomenon of unintended events or actions during the running
      of the software under normal conditions that results in (i) the software being
      rendered not functional, (ii) a failure of the software to conform to the
      Specifications contained in the TDD, (iii) a detriment to the functionality
      of
      the software, or (iv) a detriment to the visual representation or sound of
      the
      software. Bug(s) shall not include artistic decisions or subjective design
      features and effects, including visual art and/or sound, (all of which shall
      be
      otherwise subject to Platinum approval as provided in this Agreement). Only
      if
      the technical delivery and display of such art, visual and/or sound as a
      function or lack of function is materially distorted shall it be deemed to
      fall
      within the definition of Bug.

     

    "Bundle"
      shall
      mean the Title is combined with one (1) or more console hardware products of
      a
      third party in a single package for sale in the Territory.

     

    "Bundling
      Transaction"
      shall
      mean the sale or license of the Title for the purpose of sale and distribution
      of such Title in a Bundle in the Territory.

     

    "Business
      or Working Days"
      shall
      mean those days of the week during which businesses are generally open, i.e.,
      Monday through Friday, with the exception of U.S. Federal Holidays.


    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    


    "Change
      of Control"
      shall
      mean a change of ownership or control of Licensee or of its business performing
      the work that is the subject matter of the Agreement, such that (i) a single
      Person having direct or indirect majority ownership or control of Licensee
      ceases to have such ownership or control, or (ii) there is a change of more
      than
      fifty percent (50%) in the composition of any group of Persons having direct
      or
      indirect majority ownership or control of Licensee, but not including changes
      which merely substitute a Person with another Person under common ownership
      or
      control with the Person removed, or (iii) Licensee sells substantially all
      of
      its business or that portion of its business, or substantially all of the assets
      of such business, associated with the subject matter of the Agreement to a
      Person unaffiliated with Licensee.

     

    "Confidential
      Information"
      shall
      mean all information relating to the Milestones and the Title or to the business
      of Licensee, Platinum and their Affiliates, including without limitation
      Platinum's involvement with the Title, the terms of this Agreement or any
      contract, subcontract or other agreement, relationship or arrangement relating
      to services or materials of any nature to be provided with respect to the Title,
      the identities of the Persons providing such services and materials and the
      terms under which such services or materials are provided or to be provided,
      the
      identity of customers and prospects of Licensee, Platinum or its Affiliates,
      development or marketing plans for the Title or for any other product of
      Licensee, Platinum or its Affiliates, cost information, specifications, computer
      programs and related Source Code and Design Documentation, engineering
      notebooks, drawings, patent disclosures and applications and their status,
      presentations regarding the Milestones and Title, market studies, sales
      information, non-public financial information, and any other information
      designated in writing or identified in this Agreement as
      confidential.

     

    "Customer(s)"
      shall
      mean third parties, including, but not limited to, licensed manufacturers,
      licensees, retailers, distributors and commercial service providers (e.g.,
      software customization companies) whom Licensee solicits, with whom Licensee
      negotiates, and/or with whom Licensee enters into an agreement for a Sale
      Transaction.

     

    "Derivative
      Work"
      shall
      mean a work which is based upon one or more preexisting works, such as, but
      not
      limited to a revision, enhancement, modification, translation, abridgment,
      condensation, expansion, transfer to another medium, or any other form in which
      such preexisting works may be recast, transformed or adapted, and which, if
      prepared without authorization of the owner of the copyright in such preexisting
      works, would constitute a copyright infringement. For purposes hereof,
      Derivative Work shall include any compilation that incorporates such a
      preexisting work.

     

    "Design
      Documentation"
      shall
      mean the Title's design and all technical documentation in connection with
      the
      Milestones or the Title, including without limitation, Specifications, designs,
      descriptions, flow charts, Source Code, Object Code, data dictionaries, data
      structure descriptions, file layouts, schematic diagrams, timing diagrams,
      circuit layouts, chip plots, chip masks, drawings and blueprints.

     

    "Development
      Aids"
      shall
      mean any device, programming, programming techniques, trade secrets,
      documentation, media or other materials, including compilers, workbenches,
      programming tools, higher-level or proprietary languages and/or routing systems
      used by the developer for the development, maintenance and implementation of
      the
      Deliverable(s) and the Title.


    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    


    "Platinum
      Representative"
      shall
      mean Platinum or such other individual or individuals who may be appointed
      from
      time to time in writing to Licensee by Platinum to coordinate with Licensee
      or
      the developer on behalf of Platinum with respect to this Agreement. The Platinum
      Representative shall be separate and apart from the creative director Platinum
      has a right to appoint pursuant to Paragraph 11(f)(iii) of the
      Agreement.

     

    "Initial
      Release"
      aka
"Release"
      in
      connection with a specified subject matter shall mean the first commercial
      shipment of manufactured units of the Title sold to the trade for ultimate
      resale to consumers.

     

    "Instructional
      Materials"
      shall
      mean the printed materials intended for customer or end-user, as may be
      described if included in the Milestones, including without limitation user's
      manuals and instructions for using the Milestones or Title.

     

    "Intellectual
      Property"
      in
      connection with a specified subject matter shall mean all U.S. and foreign
      patents, trade secrets, Technology, trademarks, trade names, copyrights, Moral
      Rights, designs, rights of publicity, mask work rights, utility models, and
      other industrial or intangible property rights of a similar nature; all grants
      and registrations worldwide in connection with the foregoing and all other
      rights with respect thereto existing other than pursuant to grant or
      registration; all applications for any such grant or registration, all rights
      of
      priority under international conventions to make such applications and the
      right
      to control their prosecution, and all amendments, constitutions, divisions
      and
      continuations-in-art of such applications; and all corrections, reissues,
      patents of addition, extensions and renewals of any such grant, registration
      or
      right

     

    "Intellectual
      Property Right"
      shall
      mean the right to exclude others from access to or use of Intellectual
      Property.

     

    "Milestone(s),
      Milestone Deliverable(s), and/or Deliverable(s)"
      shall
      mean all the materials to be delivered to Platinum by Licensee, as set forth
      in
      the Milestone Schedule and/or the Design Document.

     

    "Milestone
      Schedule"
      shall
      mean the schedule of development for the Title and the date of delivery of
      each
      segment of development of the Title, i.e., each Milestone as set forth in the
      Milestone Schedule as shall be set forth in the Design Document.

     

    "Object
      Code"
      shall
      mean computer instructions, expressed substantially or entirely in binary form,
      which are directly executable by a computer after suitable processing but
      without intervening steps of compilation or assembly.

     

    “OEM”
      shall
      mean the Title is combined with one (1) or more PC hardware products of a third
      party in a single package for sale in the Territory. 

     

    "Person"
      shall
      mean a natural person, a corporation, a partnership (general or limited), a
      joint venture, an association, a trust or any other organization or entity
      including a government or political subdivision or any agency or instrumentality
      thereof.

     

    "Port"
      means a
      substantially similar version of a Title for use on another computer or video
      game system.


    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    


    "Sales
      Transaction(s)"
      shall
      mean the sale and license of the Title (either directly by Licensee or its
      Distributors, or indirectly through Customer(s), including software aggregators)
      for the purpose of sale and distribution of such Title in the Territory during
      the Term.

     

    "Source
      Code"
      shall
      mean computer programming code, other than Object Code, and related
      documentation and comments which may be printed out or displayed in a form
      readable and understandable by a programmer of ordinary skill.

     

    "Source
      Materials"
      shall
      mean all Source Code, Object Code, Design Documentation and Development Aids
      created or used by Licensee or required by Licensee for the development,
      maintenance or implementation of any Milestones or the Title.

     

    "Specifications"
      shall
      mean the product specifications for the Title (both creative and technical)
      to
      be set forth by the developer in detail in the Design Document, which shall
      be
      subject in all respects to the prior written approval of Platinum and
      Licensee.

     

    "TDD"
      shall
      refer to the technical design review document which is a document prepared
      by
      Licensee or the Developer and submitted to Platinum by Licensee. The TDD shall
      describe how each of the key games features of the Title within the Design
      Document shall be implemented from a technical perspective. It shall identify
      each of the major technical challenges for the Title, clearly describe the
      nature of each problem and then proceed to specify and appropriate technical
      solution. It shall cover all areas of the game design and production including
      programming, art, audio and level design.

     

    "Technology"
      shall
      mean all discoveries, inventions, trade secrets, writing, know-how, designs,
      techniques, methods, formulae, algorithms, procedures and all knowledge or
      other
      information, whether or not the subject matter thereof is patentable,
      copyrightable or eligible for mask work protection, which are incorporated
      in or
      used in designing, developing or modifying the Milestones or the Title or any
      hardware or software component thereof, or are known or become known to Licensee
      and are useful in connection therewith, excluding subject matter in the public
      domain as of the date hereof or which hereafter enters the public domain through
      no fault of the developer.


    
      
        
        

      

      
        -30-